UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 2, 2010
Date of Report (Date of earliest event reported): March 31, 2010
RAINIER PACIFIC FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter)
Washington	000-50362	87-0700148
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)
c/o Jonathan W. Blado Blado Kiger, P.S. Registered Agent of Rainier Pacific Financial Group, Inc. Bank of America Building, 2nd Floor 3408 South 23rd Street Tacoma, Washington		98405
(Address of principal executive offices)		(Zip Code)
Registrant’s telephone number (including area code): (253) 272-2997
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 34.01. ~~Notice~~Changes ofin ~~Delisting of Failure to~~Registrant's ~~Satisfy~~Certifying ~~a Continued Listing Rule or Standard; Transfer of Listing~~Accountants

On(a) On March 231, 2010, Rainier Pacific Financial Group, Inc., (“Company”) received ~~a letter from the Nasdaq Stock Market~~ ~~(“Nasdaq”)~~notice ~~indicating~~ that ~~the~~Moss ~~Company’s~~Adams ~~shares~~LLP ~~will~~had beresigned ~~delisted from Nasdaq~~ as a ~~result of~~ the ~~recent, previously announced closure of the~~ Company’'s ~~wholly-owned~~ ~~subsidiary~~independent ~~and principal asset, Rainier Pacific Bank (“Bank”), by~~registered ~~the~~public ~~State~~accounting offirm ~~Washington~~effective Department of Financial Institutions, Division of Banks, and the appointment of the Federal Deposit Insurance Corporation as receiver of the Bank, and the expected dissolution or bankruptcy, and liquidation of the Companyimmediately.

~~The Company does not intend to appeal~~During ~~Nasdaq’s~~the ~~decisions~~two tofiscal ~~delist~~years ~~the~~ended ~~Company’s~~December ~~common~~31, ~~stock.~~2008 ~~Therefore~~and 2007, ~~trading~~and in the ~~Company’s~~subsequent interim ~~common~~period ~~stock~~through ~~will~~March be31, ~~suspended~~2010, atthere ~~the~~were ~~opening~~no: of(1) ~~business~~disagreements ~~on March~~with ~~11,~~Moss ~~2010~~Adams ~~and~~LLP aon ~~Form~~any ~~25-NSE~~matter ~~will~~of beaccounting ~~filed~~principles byor ~~Nasdaq~~practices, ~~with the Securities and~~financial ~~Exchange~~statement ~~Commission~~disclosure, ~~which~~or ~~will~~auditing ~~remove~~scope ~~the~~or ~~Company’s~~procedures, ~~securities~~which ~~from~~disagreements, ~~listing and~~if ~~registration~~not onresolved ~~Nasdaq. In~~to ~~addition~~their satisfaction, ~~trading~~would inhave ~~the~~caused ~~Company’s~~them ~~common~~to make reference in ~~stock~~connection ~~has~~with ~~been~~their ~~halted~~opinion byto ~~Nasdaq~~the ~~starting~~subject onmatter ~~Monday,~~of ~~March~~the 1disagreement, ~~2010~~or ~~and will~~(2) ~~remain~~reportable soevents up(as todefined ~~the~~in ~~suspension~~Regulation ~~date~~S-K Item 304 (a)(1)(v)).

AMoss Adams ~~copy~~LLP’s Report of ~~the~~Independent ~~Company’s~~Registered ~~press~~Public ~~release regarding~~Accounting Firm on the consolidated ~~foregoing~~financial ~~events~~statements isof ~~filed~~Rainier asPacific ~~Exhibit~~Financial 99Group, Inc.1, toand Subsidiary ~~this~~as ~~Form~~of ~~8-K~~and for the years ended December 31, 2008 and is2007, which ~~incorporated~~included ~~herein~~the byaudit ~~reference~~report of Moss Adams LLP on management's assessment of the effectiveness of internal control over financial reporting for those periods, did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles.

Rainier Pacific Financial Group, Inc., has requested that Moss Adams LLP furnish a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements and, if not, stating the respects in which they do not agree. That letter is filed as Exhibit 16.1 to this Form 8-K.

Item 9.01 Financial Statements and Exhibits

(d)	~~(d)~~	Exhibits	~~Exhibits~~
The following exhibit is being filed herewith and this list shall constitute the exhibit index.
16.1		Letter re change in certifying accountants: Letter of Moss Adams LLP dated April 5, 2010.
	99.1		Press release dated March 2, 2010.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	RAINIER PACIFIC FINANCIAL GROUP, INC.
Date: March 2, 2010	By:	/s/John A. Hall
Date: April 5, 2010	By:	/s/ John A. Hall
		John A. Hall
		President and Chief Executive Officer (Principal Executive Officer)

President and Chief Executive Officer

(Principal Executive Officer)

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