--------------------------------------------------------------------------------

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

[ x ]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 2005
                                                 --------------

                        Commission File Number: 000-18464
                                                ---------


                            EMCLAIRE FINANCIAL CORP.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


 Pennsylvania                                                       25-1606091
--------------------------------------------------------------------------------
(State or other jurisdiction                                 (IRS Employer
 of incorporation or organization)                           Identification No.)



612 Main Street, Emlenton, Pennsylvania                                  16373
--------------------------------------------------------------------------------
(Address of principal executive offices)                              (Zip Code)


                                 (724) 867-2311
--------------------------------------------------------------------------------
                         (Registrant's telephone number)


--------------------------------------------------------------------------------
   (Former name, former address and former fiscal year, if changed since last
                                    report)

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.    Yes  [X]    No  [ }

     Indicate by check mark whether the registrant is an accelerated filer (as
defined in rule 12b-2 of the Exchange Act). Yes   [ ]   No [X]

     The number of shares outstanding of the Registrant's common stock was
1,267,835 at May 13, 2005.
--------------------------------------------------------------------------------


<PAGE>

                            EMCLAIRE FINANCIAL CORP.

                     INDEX TO QUARTERLY REPORT ON FORM 10-Q



                         PART I - FINANCIAL INFORMATION
                         ------------------------------

Item 1.   Interim Financial Statements (Unaudited)

          Consolidated Balance Sheets as of
          March 31, 2005 and December 31, 2004.................................1

          Consolidated Statements of Income for the three
          months ended March 31, 2005 and 2004.................................2

          Condensed Consolidated Statements of Cash Flows for the three
          months ended March 31, 2005 and 2004.................................3

          Consolidated Statement of Changes in Stockholders'
          Equity for the three months ended March 31, 2005 and 2004............4

          Notes to Consolidated Financial Statements...........................5

Item 2.   Management's Discussion and Analysis
          of Financial Condition and Results of Operations.....................7

Item 3.   Quantitative and Qualitative Disclosures about Market Risk..........14

Item 4.   Controls and Procedures.............................................14

                       PART II - OTHER INFORMATION
                       ---------------------------

Item 1.   Legal Proceedings...................................................15

Item 2.   Unregistered Sale of Equity Securities and Use of Proceeds..........15

Item 3.   Defaults upon Senior Securities.....................................15

Item 4.   Submission of Matters to a Vote of Security Holders.................15

Item 5.   Other Information...................................................15

Item 6.   Exhibits............................................................15

Signatures    ................................................................16



<PAGE>


                         PART I - FINANCIAL INFORMATION
                         ------------------------------

Item 1.  Interim Financial Statements
-------------------------------------

                     Emclaire Financial Corp. and Subsidiary
                           Consolidated Balance Sheets
             As of March 31, 2005 (Unaudited) and December 31, 2004
              (Dollar amounts in thousands, except per share data)
<TABLE>
<CAPTION>



                                                                                           March 31,       December 31,
                                                                                             2005              2004
                                                                                     ----------------     --------------

                                       Assets
                                       ------
<S>                                                                                            <C>                 <C>
Cash and due from banks                                                                       $6,802             $7,769
Interest-earning deposits in banks                                                             3,169              6,855
                                                                                     ----------------     --------------
   Cash and cash equivalents                                                                   9,971             14,624
Securities available for sale                                                                 63,591             63,346
Securities held to maturity; fair value of $15 and $16                                            15                 16
Loans held for sale                                                                              197                386
Loans receivable, net of allowance for loan losses of $1,850 and $1,810                      183,546            179,575
Federal bank stocks                                                                            1,547              1,731
Bank-owned life insurance                                                                      4,494              4,448
Accrued interest receivable                                                                    1,333              1,203
Premises and equipment, net                                                                    5,345              5,366
Goodwill                                                                                       1,422              1,422
Other intangibles                                                                                 28                 38
Prepaid expenses and other assets                                                              1,945              1,225
                                                                                     ----------------     --------------

         Total Assets                                                                       $273,434           $273,380
                                                                                     ================     ==============

                        Liabilities and Stockholders' Equity
                        ------------------------------------

Liabilities:
  Deposits:
   Noninterest bearing                                                                       $41,087            $40,511
   Interest bearing                                                                          192,150            192,363
                                                                                     ----------------     --------------
         Total deposits                                                                      233,237            232,874
  Borrowed funds                                                                              15,000             15,000
  Accrued interest payable                                                                       579                577
  Accrued expenses and other liabilities                                                       1,452              1,313
                                                                                     ----------------     --------------

        Total Liabilities                                                                    250,268            249,764
                                                                                     ----------------     --------------

Stockholders' Equity:
  Preferred stock, $1.00 par value, 3,000,000 shares authorized;
   none issued                                                                                     -                  -
  Common stock, $1.25 par value, 12,000,000 shares authorized;
   1,395,852 shares issued; 1,267,835 shares outstanding                                       1,745              1,745
  Additional paid-in capital                                                                  10,871             10,871
  Treasury stock, at cost; 128,017 shares                                                     (2,653)            (2,653)
  Retained earnings                                                                           12,649             12,398
  Accumulated other comprehensive income                                                         554              1,255
                                                                                     ----------------     --------------

        Total Stockholders' Equity                                                            23,166             23,616
                                                                                     ----------------     --------------

         Total Liabilities and Stockholders' Equity                                         $273,434           $273,380
                                                                                     ================     ==============

See accompanying notes to consolidated financial statements.
</TABLE>

                                       1
<PAGE>


                     Emclaire Financial Corp. and Subsidiary
                        Consolidated Statements of Income
         For the three months ended March 31, 2005 and 2004 (Unaudited)
              (Dollar amounts in thousands, except per share data)

<TABLE>
<CAPTION>

                                                                                         Three months ended
                                                                                              March 31,
                                                                               ------------------------------------
                                                                                        2005              2004
                                                                               ------------------   ---------------
<S>                                                                                        <C>              <C>

Interest and dividend income:
   Loans receivable, including fees                                                       $2,884            $2,983
   Securities:
       Taxable                                                                               446               290
       Exempt from federal income tax                                                        173               174
   Federal bank stocks                                                                        13                11
   Deposits with banks and federal funds sold                                                 28                 5
                                                                               ------------------   ---------------
      Total interest and dividend income                                                   3,544             3,463
                                                                               ------------------   ---------------

Interest expense:
   Deposits                                                                                1,199             1,090
   Borrowed funds                                                                            155               161
                                                                               ------------------   ---------------
      Total interest expense                                                               1,354             1,251
                                                                               ------------------   ---------------

Net interest income                                                                        2,190             2,212
   Provision for loan losses                                                                  60                55
                                                                               ------------------   ---------------

Net interest income after provision for loan losses                                        2,130             2,157
                                                                               ------------------   ---------------

Noninterest income:
   Fees and service charges                                                                  254               264
   Commissions on financial services                                                          99                 -
   Gains on securities                                                                       133                83
   Gain (loss) on the sale of loans                                                            3                (2)
   Earnings on bank-owned life insurance                                                      50                56
   Other                                                                                     116                79
                                                                               ------------------   ---------------
      Total noninterest income                                                               655               480
                                                                               ------------------   ---------------

Noninterest expense:
   Compensation and employee benefits                                                      1,224             1,086
   Premises and equipment, net                                                               326               302
   Intangible amortization expense                                                            10                 8
   Other                                                                                     527               554
                                                                               ------------------   ---------------
      Total noninterest expense                                                            2,087             1,950
                                                                               ------------------   ---------------

Income before provision for income taxes                                                     698               687
   Provision for income taxes                                                                131               122
                                                                               ------------------   ---------------

Net income                                                                                  $567              $565
                                                                               ==================   ===============

    Basic earnings per share                                                               $0.45             $0.45

   Average common shares outstanding                                                   1,267,835         1,267,835


See accompanying notes to consolidated financial statements.
</TABLE>

                                       2
<PAGE>


                     Emclaire Financial Corp. and Subsidiary
                 Condensed Consolidated Statements of Cash Flows
         For the three months ended March 31, 2005 and 2004 (Unaudited)
                          (Dollar amounts in thousands)

<TABLE>
<CAPTION>


                                                                                     For the three months ended
                                                                                               March 31,
                                                                                ------------------------------------
                                                                                         2005              2004
                                                                                -----------------   ----------------
<S>                                                                                        <C>                <C>
Operating activities:
 Net income                                                                                 $567               $565
 Adjustments to reconcile net income to net cash provided
  by operating activities:
     Depreciation and amortization of premises and equipment                                 141                125
     Provision for loan losses                                                                60                 55
     Amortization of premiums and accretion of discounts, net                                 39                 60
     (Gain) Loss on sale of loans                                                             (3)                 2
     Loans originated for sale                                                              (150)                 -
     Proceeds from sales of loans held for sale                                              342                  -
     Gains on securities                                                                    (133)               (83)
     Earnings on bank-owned life insurance, net                                              (46)               (52)
     Amortization of intangible assets                                                        12                 10
     Change in accrued interest receivable                                                  (130)               (43)
     Change in prepaid expenses and other assets                                            (275)              (264)
     Change in accrued interest payable                                                        2                 13
     Change in accrued expenses and other liabilities                                        139               (151)
                                                                                -----------------   ----------------
  Net cash from operating activities                                                         565                237
                                                                                -----------------   ----------------

Investing Activities:
 Loan originations and payments, net                                                      (4,125)             3,764
 Available-for-sale securities:
         Sales                                                                               219                126
         Maturities, prepayments and calls                                                 1,750              1,950
         Purchases                                                                        (3,174)            (4,119)
 Held-to-maturity securities:
         Maturities, prepayments and calls                                                     1                  -
 Redemption (Purchases) of Federal bank stocks                                               184                263
 Purchases of premises and equipment                                                        (120)              (149)
                                                                                -----------------   ----------------
  Net cash from investing activities                                                      (5,265)             1,835
                                                                                -----------------   ----------------

Financing Activities:
 Net increase in deposits                                                                    363              6,454
 Increase (Decrease) in overnight borrowed funds                                               -             (5,700)
 Dividends paid on common stock                                                             (316)              (292)
                                                                                -----------------   ----------------
  Net cash from financing activities                                                          47                462
                                                                                -----------------   ----------------

Net (decrease) increase in cash equivalents                                               (4,653)             2,534
Cash equivalents at beginning of period                                                   14,624              7,703
                                                                                -----------------   ----------------
Cash equivalents at end of period                                                         $9,971            $10,237
                                                                                =================   ================

Supplemental information:

 Interest paid                                                                            $1,352             $1,238
 Income taxes paid                                                                             -                  -

Supplemental noncash disclosures:
 Transfers from loans to repossessed assets                                                  $86                 $-

See accompanying notes to consolidated financial statements.
</TABLE>


                                       3
<PAGE>


                     Emclaire Financial Corp. and Subsidiary
            Consolidated Statement of Changes in Stockholders' Equity
         For the three months ended March 31, 2005 and 2004 (Unaudited)
                          (Dollar amounts in thousands)
<TABLE>
<CAPTION>


                                                                         For the three months ended
                                                                                  March 31,
                                                                       -------------------------------
                                                                                2005             2004
                                                                       --------------    -------------
<S>                                                                             <C>              <C>
 Balance at beginning of period                                              $23,616          $22,655

   Net income                                                                    567              565

   Change in net unrealized gain on available for sale
    securities, net of taxes                                                    (613)             330
   Less reclassification adjustment for gains included
    in net income, net of taxes                                                  (88)             (54)
                                                                       --------------    -------------
   Other comprehensive income (loss)                                            (701)             276
                                                                       --------------    -------------

 Total comprehensive income (loss)                                              (134)             841

 Dividends declared                                                             (316)            (292)
                                                                       --------------    -------------

 Balance at end of period                                                    $23,166          $23,204
                                                                       ==============    =============

 Common cash dividend per share                                                $0.25            $0.23
                                                                       ==============    =============

See accompanying notes to consolidated financial statements.
</TABLE>

                                       4
<PAGE>



                     Emclaire Financial Corp. and Subsidiary
                   Notes to Consolidated Financial Statements

1.        Nature of Operations and Basis of Presentation.

          Emclaire  Financial Corp. (the Corporation) is a Pennsylvania  company
          organized as the holding company of Farmers  National Bank of Emlenton
          (the Bank). The Corporation  provides a variety of financial  services
          to  individuals   and  businesses   through  its  offices  in  western
          Pennsylvania.  Its primary deposit products are checking,  savings and
          certificate of deposit  accounts and its primary lending  products are
          residential and commercial mortgage,  commercial business and consumer
          loans.

          The  consolidated  financial  statements  include the  accounts of the
          Corporation   and  its  wholly  owned   subsidiary,   the  Bank.   All
          intercompany   transactions  and  balances  have  been  eliminated  in
          preparing the consolidated financial statements.

          The accompanying  unaudited  consolidated financial statements for the
          interim  periods  include  all   adjustments,   consisting  of  normal
          recurring accruals, which are necessary, in the opinion of management,
          to fairly reflect the Corporation's  financial position and results of
          operations.  Additionally, these consolidated financial statements for
          the interim periods have been prepared in accordance with instructions
          for the Securities and Exchange  Commission's  Form 10-Q and therefore
          do not include all  information or footnotes  necessary for a complete
          presentation  of financial  condition,  results of operations and cash
          flows in conformity with accounting  principles  generally accepted in
          the United States of America.  For further  information,  refer to the
          audited  consolidated  financial  statements and footnotes thereto for
          the year ended  December 31, 2004,  as contained in the  Corporation's
          2004 Annual Report to Stockholders.

          The preparation of financial statements, in conformity with accounting
          principles  generally  accepted  in  the  United  States  of  America,
          requires  management to make estimates and assumptions that affect the
          reported  amounts  in  the  consolidated   financial   statements  and
          accompanying  notes. Actual results could differ from those estimates.
          Material  estimates that are  particularly  susceptible to significant
          change in the near term relate to the  determination  of the allowance
          for loan losses and deferred tax assets. The results of operations for
          interim  quarterly  or  year  to  date  periods  are  not  necessarily
          indicative  of the results that may be expected for the entire year or
          any other period.  Certain amounts  previously  reported may have been
          reclassified  to conform to the  current  year's  financial  statement
          presentation.

2.        Basic Earnings per Common Share.

          The  Corporation  maintains a simple capital  structure with no common
          stock equivalents. Basic earnings per common share is calculated using
          net income  divided by the weighted  average  number of common  shares
          outstanding  during the period.  The  Corporation's  capital structure
          contains no potentially dilutive securities.

3.        Employee Benefit Plans.

          Defined Contribution Plan.
          --------------------------

          The  Corporation   maintains  a  defined   contribution  401(k)  Plan.
          Employees  are  eligible  to  participate  by  providing  tax-deferred
          contributions   up  to  20%  of   qualified   compensation.   Employee
          contributions  are vested at all times. The Corporation makes matching
          contributions  as  approved  by  the  Board  of  Directors.   Matching
          contributions  for the three  months ended March 31, 2005 and 2004 was
          $17,000 and $16,000, respectively.


                                       5
<PAGE>

3.        Employee Benefit Plans (Continued).

          Defined Benefit Plan.
          ---------------------

          The  Corporation  provides  pension  benefits for  eligible  employees
          through a defined  benefit pension plan.  Substantially  all employees
          participate in the retirement plan on a non-contributing basis and are
          fully vested after five years of service.

          The Corporation uses a December 31 measurement date for its plans.

          Information  pertaining to the components of the periodic pension cost
          is as follows:

         --------------------------------------------------------------------
          (Dollar amounts in thousands)                For the three months
                                                               ended
                                                             March 31,
                                                     ------------------------
                                                           2005        2004
         --------------------------------------------------------------------

         Service cost                                        $42         $41
         Interest cost                                        51          46
         Expected return on plan assets                      (61)        (53)
         Transition asset                                     (2)         (2)
         Prior service costs                                  (8)         (8)
         Recognized net actuarial (gain) loss                  9           8
                                                     ------------  ----------

         Net periodic pension cost                           $31         $32
                                                     ============  ==========
         --------------------------------------------------------------------

          The  expected  rate of return on plan  assets is 8.50% for the periods
          ended March 31, 2005 and 2004. The  Corporation  expects to contribute
          $135,000 to its pension plan in 2005.

4.        Loans Receivable.

          The  Corporation's  loans  receivable as of the  respective  dates are
          summarized as follows:

----------------------------------------------------------------------
(Dollar Amounts In thousands)                  March 31,  December 31,
                                                2005         2004
----------------------------------------------------------------------

Mortgage loans:
Residential first mortgage                       $68,475      $69,310
Home equity                                       33,562       31,548
Commercial real estate                            51,097       48,539
                                             ------------ ------------
                                                 153,134      149,397
Other loans:
Commercial business                               24,670       23,898
Consumer                                           7,592        8,090
                                             ------------ ------------
                                                  32,262       31,988
                                             ------------ ------------

Total loans, gross                               185,396      181,385

Less allowance for loan losses                     1,850        1,810
                                             ------------ ------------

Total loans, net                                $183,546     $179,575
                                             ============ ============
----------------------------------------------------------------------


                                       6
<PAGE>

5.        Guarantees
          ----------

          The  Corporation  does not issue any  guarantees  that  would  require
          liability recognition or disclosure, other than its standby letters of
          credit. Standby letters of credit written are conditional  commitments
          issued by the  Corporation to guarantee the  performance of a customer
          to a third party. Of these letters of credit,  $124,000  automatically
          renew within the next twelve  months,  $32,000 will expire  within the
          next  twelve  months and  $422,000  will  expire  within  thirteen  to
          fifty-five months. The Corporation, generally, holds collateral and/or
          personal guarantees supporting these commitments.  Management believes
          that the proceeds obtained through a liquidation of collateral and the
          enforcement  of guarantees  would be sufficient to cover the potential
          amount of future payment required under the corresponding  guarantees.
          The credit risk involved in issuing  letters of credit is  essentially
          the same as those that are involved in extending  loan  facilities  to
          customers.  The current  amount of the  liability as of March 31, 2005
          for guarantees under standby letters of credit issued is not material.

Item 2.   Management's Discussion and Analysis of Financial Condition and
          Results of Operations
--------------------------------------------------------------------------

This section  discusses  the  consolidated  financial  condition  and results of
operations of Emclaire  Financial Corp. (the  Corporation)  and its wholly owned
subsidiary bank, the Farmers National Bank of Emlenton (the Bank), for the three
month  period  ended March 31, 2005 and should be read in  conjunction  with the
Corporation's  Annual Report or Form 10-K filed with the Securities and Exchange
Commission and with the accompanying consolidated financial statements and notes
presented on pages 1 through 6 of this Form 10-Q.

The  Private  Securities  Litigation  Reform Act of 1995  contains  safe  harbor
provisions regarding forward-looking  statements.  When used in this discussion,
the words "believes," "anticipates,"  "contemplates" and similar expressions are
intended to identify forward-looking  statements. Such statements are subject to
certain  risks and  uncertainties  that  could  cause  actual  results to differ
materially from those projected.  Those risks and uncertainties  include changes
in  interest  rates,  the  ability to control  costs and  expenses  and  general
economic  conditions.  The  Corporation  does not  undertake,  and  specifically
disclaims any obligation,  to update any  forward-looking  statements to reflect
occurrences  or  unanticipated  events or  circumstances  after the date of such
statements.

CHANGES IN FINANCIAL CONDITION

Total assets  increased  $54,000 to $273.4 million at March 31, 2005 from $273.4
million at December 31, 2004.  This  increase was  primarily due to increases in
loans  receivable  and prepaid  expenses  and other  assets of $3.9  million and
$700,000,  respectively.  Partially  offsetting  this increase was a decrease in
cash and cash equivalents of $4.7 million.

Cash and cash  equivalents  decreased  $4.7  million or 31.8% to $9.9 million at
March 31, 2005 from $14.6 million at December 31, 2004  primarily as a result of
the increase in loans receivable of $3.9 million.

Loans held for sale  decreased  $189,000  or 49.0% to $197,000 at March 31, 2005
from  $386,000  at  December  31,  2004.  During  the first  quarter  2005,  the
Corporation  sold $189,000 of its student loan portfolio  resulting in a gain of
$3,000.  The remaining  balance of this portfolio,  which is classified as loans
held for sale is $197,000 and is anticipated to be sold by June 30, 2005.

Loans  receivable  increased $3.9 million or 2.1% to $183.5 million at March 31,
2005 from $179.6  million at December  31,  2004.  During the three months ended
March 31, 2005, the Corporation experienced increases in our commercial and home
equity  loans.  The increase in commercial  mortgages  and business  loans was a
result of the growth in the commercial  real estate market,  lower interest rate
environment  and the continued  focus by management on commercial  lending.  The
increase in home equity  loans was due  primarily  to a loan  campaign put forth
during the quarter. This campaign will continue into the second quarter 2005.


                                       7
<PAGE>



Prepaid expenses and other assets increased $700,000 or 58.8% to $1.9 million at
March 31, 2005 from $1.2  million at December  31,  2004.  Contributing  to this
increase was the  increase in prepaid  expenses of $130,000  resulting  from the
payment of our  Pennsylvania  shares taxes in March 2005,  the  recognition of a
receivable  due from the Holding  Company for income  taxes of $170,000  and the
increase in deferred income taxes of $350,000  related to the adjustment for the
unrealized gain on available for sale securities.

Stockholders'  equity  decreased  $450,000 or 1.9% to $23.2 million at March 31,
2005 from $23.6 million at December 31, 2004.  This decrease was the result of a
decrease in  accumulated  other  comprehensive  income of $701,000  offset by an
increase in retained  earnings of $251,000;  comprised of net income of $567,000
offset by dividends declared of $316,000.

RESULTS OF OPERATIONS

Comparison of Results for the Three Month Periods Ended March 31, 2005 and 2004

General.  Net income  increased  $2,000 to $567,000  for the three  months ended
March 31, 2005 from  $565,000 for the same period in 2004.  This  increase was a
result of an increase in noninterest  income of $175,000  offset by decreases in
net  interest  income of $22,000 and  increases in  noninterest  expense and the
provisions  for loan  losses and income  taxes of  $137,000,  $5,000 and $9,000,
respectively.

Net interest  income.  Net interest  income on a tax equivalent  basis decreased
$15,000 or 1.0% to $2.30  million for the three months ended March 31, 2005 from
$2.32  million for the same period in 2004.  This net decrease can be attributed
to an increase in interest expense of $103,000 offset by an increase in interest
income of $88,000.

Interest income.  Interest income on a tax equivalent basis increased $88,000 or
2.5% to $3.7 million for the three months ended March 31, 2005, compared to $3.6
million for the same period in the prior year.  This increase in interest income
can be attributed to an increase in the average total interest-earning assets of
$10.5 million  offset by a 6 basis point decline in the interest rate on average
interest-earning  assets to 5.85%  during the three months ended March 31, 2005,
compared to 5.91% for the same period in the prior year.

The average  balance of  securities  increased  $15.4  million or 31.0% to $65.1
million for the three months ended March 31, 2005, compared to $49.7 million for
the same  period in the prior  year.  The  increase  in  volume  contributed  an
additional  $165,000 to interest income. The increase in securities was a result
of investing  deployable funds into US government  agencies and  mortgage-backed
securities.

The average balance of interest-earning  cash equivalents increased $4.0 million
to $7.7  million for the three  months  ended March 31,  2005,  compared to $3.7
million  for  the  same  period  in the  prior  year.  The  increase  in  volume
contributed  an  additional  $16,000 to  interest  income.  The yield on average
interest-earning cash equivalents also increased 42 basis points to 2.17% during
the three months ended March 31, 2005,  compared to 1.75% for the same period in
the prior  year.  The  increase in yield  contributed  an  additional  $9,000 to
interest income.

Offsetting the increase in average interest-earning assets was a decrease in the
average  balance of loans  receivable of $8.9 million or 4.7% to $180.8  million
for the three months ended March 31,  2005,  compared to $189.7  million for the
same period in the prior year.  In the first  quarter 2005 the  Corporation  has
experienced  an increase in loan demand.  See  "Changes in Financial  Condition"
section  above for current  year  information.  Offsetting  the  decrease due to
volume was an increase in the average yield of loans  receivable to 6.55% during
the three months ended March 31, 2005,  compared to 6.40% during the same period
in the prior year.


                                       8
<PAGE>



Interest expense.  Interest expense  increased  $103,000 or 8.2% to $1.4 million
for the three months ended March 31, 2005, compared to $1.3 million for the same
period in the prior year. This increase in interest expense can be attributed to
an increase in the average balance of interest-bearing  liabilities,  as average
interest-bearing  deposits  increased to $192.2  million during the three months
ended March 31, 2005,  compared to $182.4  million during the same period in the
prior year.  Offsetting  this  increase in  interest-bearing  liabilities  was a
decrease in the average  balance of borrowed  funds to $15.0 million  during the
three  months ended March 31, 2005,  compared to $17.0  million  during the same
period  in the  prior  year.  The  interest  rate  on  average  interest-bearing
liabilities  was 2.65% and 2.52% for the three  months  ended March 31, 2005 and
2004,  respectively.  The average  cost of deposits  was 2.53% and 2.40% for the
three months ended March 31, 2005 and 2004, respectively.



                                       9
<PAGE>

Average Balance Sheet and Yield/Rate  Analysis.  The following table sets forth,
for  periods  indicated,  information  concerning  the total  dollar  amounts of
interest income from  interest-earning  assets and the resulting average yields,
the total dollar amounts of interest expense on interest-bearing liabilities and
the resulting  average costs, net interest income,  interest rate spread and the
net interest margin earned on average  interest-earning  assets. For purposes of
this table,  average loan  balances  include  non-accrual  loans and exclude the
allowance for loan losses and interest income includes accretion of net deferred
loan costs.  Interest and yields on tax-exempt loans and securities  (tax-exempt
for federal income tax purposes) are shown on a fully tax equivalent basis.
<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------
(Dollar amounts in thousands)                                           Three months ended March 31,
                                                                   2005                               2004
                                                  ----------------------------------   ---------------------------------
                                                      Average               Yield/       Average                Yield/
                                                      Balance     Interest   Rate        Balance     Interest    Rate
------------------------------------------------------------------------------------------------------------------------
<S>                                                      <C>         <C>       <C>         <C>           <C>       <C>
Interest-earning assets:
------------------------
  Loans, taxable                                      $173,551     $2,805      6.55%     $182,159      $2,899      6.40%
  Loans, tax exempt                                      7,234        115      6.44%        7,522         118      6.32%
                                                  -------------   --------             -----------   ---------
      Total Loans Receivable                           180,785      2,919      6.55%      189,681       3,017      6.40%
                                                  -------------   --------             -----------   ---------

  Securities, taxable                                   49,541        446      3.65%       34,015         290      3.43%
  Securities, tax exempt                                15,527        251      6.54%       15,652         246      6.32%
                                                  -------------   --------             -----------   ---------
      Total Securities                                  65,068        697      4.34%       49,667         536      4.34%
                                                  -------------   --------             -----------   ---------

  Interest earning cash equivalents                      6,066         28      1.87%        1,778           5      1.13%
  Federal bank stocks                                    1,602         13      3.29%        1,909          11      2.32%
                                                  -------------   --------             -----------   ---------
      Total Interest Earning Cash Equivalents            7,668         41      2.17%        3,687          16      1.75%
                                                  -------------   --------             -----------   ---------

  Total interest-earning assets                        253,521      3,657      5.85%      243,035       3,569      5.91%
      Cash and due from banks                            7,544                              6,349
      Other noninterest-earning assets                  13,830                             11,408
                                                  -------------                        -----------

      Total Assets                                    $274,895                           $260,792
                                                  =============                        ===========

Interest-bearing liabilities:
-----------------------------
  Interest bearing demand deposits                     $80,873       $146      0.73%      $76,507        $114      0.60%
  Time deposits                                        111,373      1,053      3.83%      105,911         976      3.71%
                                                  -------------   --------             -----------   ---------
      Total Interest Bearing Deposits                  192,246      1,199      2.53%      182,418       1,090      2.40%
                                                  -------------   --------             -----------   ---------

  Borrowed funds, term                                  15,000        155      4.19%       15,000         156      4.18%
  Borrowed funds, overnight                                  -          -      0.00%        2,017           5      1.00%
                                                  -------------   --------             -----------   ---------
      Total Borrowed Funds                              15,000        155      4.19%       17,017         161      3.81%
                                                  -------------   --------             -----------   ---------

  Total interest-bearing liabilities                   207,246      1,354      2.65%      199,435       1,251      2.52%
      Noninterest bearing demand deposits               41,182          -         -        36,327                     -
                                                  -------------   --------             -----------   ---------

      Funding and cost of funds                        248,428      1,354      2.21%      235,762       1,251      2.13%
      Other noninterest bearing liabilities              2,375                              1,977
                                                  -------------                        -----------

      Total Liabilities                                250,803                            237,739
      Stockholders' Equity                              24,092                             23,053
                                                  -------------                        -----------

      Total Liabilities and Stockholders' Equity      $274,895                           $260,792
                                                  =============   --------             ===========   ---------

Net interest income                                                $2,303                              $2,318
                                                                  ========                           =========

Interest rate spread (difference between                                       3.20%                               3.39%
  weighted average rate on interest-earning
  assets and interest-bearing liabilities)

Net interest margin (net interest                                              3.68%                               3.84%
  income as a percentage of average
  interest-earning assets)
------------------------------------------------------------------------------------------------------------------------
</TABLE>





                                       10
<PAGE>

Analysis of Changes in Net Interest  Income.  The following  table  analyzes the
changes in  interest  income and  interest  expense in terms of: (1)  changes in
volume of  interest-earning  assets  and  interest-bearing  liabilities  and (2)
changes in yields and rates.  The table  reflects the extent to which changes in
the  Corporation's  interest  income and interest  expense are  attributable  to
changes in rate (change in rate  multiplied  by prior year  volume),  changes in
volume   (changes  in  volume   multiplied  by  prior  year  rate)  and  changes
attributable to the combined impact of volume/rate (change in rate multiplied by
change  in  volume).   The  changes  attributable  to  the  combined  impact  of
volume/rate  are  allocated  on a consistent  basis  between the volume and rate
variances.  Changes  in  interest  income on loans and  securities  reflect  the
changes in interest income on a fully tax equivalent basis.

----------------------------------------------------------------------
 (Dollar amounts in thousands)            Three months ended March 31,
                                                2005 versus 2004
                                           Increase (Decrease) due to
                                         -----------------------------
                                            Volume     Rate    Total
----------------------------------------------------------------------
 Interest income:
    Loans                                     $(143)     $45     $(98)
    Securities                                  165       (4)     161
    Interest-earning cash equivalents            18        5       23
    Federal bank stocks                          (2)       4        2
                                         ----------- -------- --------

    Total interest-earning assets                38       50       88
                                         ----------- -------- --------

 Interest expense:
    Deposits                                     60       49      109
    Borrowed funds                              (20)      14       (6)
                                         ----------- -------- --------

    Total interest-bearing liabilities           40       63      103
                                         ----------- -------- --------

 Net interest income                            $(2)    $(13)    $(15)
                                         =========== ======== ========


Provision for loan losses. The Corporation records provisions for loan losses to
bring the total  allowance  for loan losses to a level deemed  adequate to cover
probable losses  inherent in the loan portfolio.  In determining the appropriate
level of  allowance  for  loan  losses,  management  considers  historical  loss
experience,  the present  and  prospective  financial  condition  of  borrowers,
current conditions (particularly as they relate to markets where the Corporation
originates loans), the status of non-performing assets, the estimated underlying
value of the collateral and other factors related to the  collectibility  of the
loan portfolio.

Information  pertaining  to the  allowance  for loan  losses and  non-performing
assets for the first quarter of 2005 and 2004 is as follows:

----------------------------------------------------------------------
(Dollar amounts in thousands)                 For the three months ended
                                                        March 31,
                                                   -------------------
                                                       2005      2004
----------------------------------------------------------------------
Balance at the beginning of the period               $1,810    $1,777
Provision for Loan Losses                                60        55
Charge-Offs                                             (38)      (30)
Recoveries                                               18        25
                                                   ---------  --------
Balance at the end of the period                     $1,850    $1,827
                                                   =========  ========

Non-performing loans                                   $707    $1,081
Non-performing assets                                   795     1,081
Non-performing loans to total loans                    0.38%     0.58%
Non-performing assets to total assets                  0.29%     0.41%
Allowance for loan losses to total loans               1.00%     0.97%
Allowance for loan losses to non-performing loans    261.67%   169.01%
----------------------------------------------------------------------



                                       11
<PAGE>

The provision for loan losses  increased $5,000 or 9.1% to $60,000 for the three
month period ending March 31, 2005 from $55,000 for the same period in the prior
year. Management's evaluation of the loan portfolio,  including economic trends,
regulatory  considerations,  the increase in charged-off loans and other factors
contributed  to the  recognition  of $60,000 in the  provision  for loan  losses
during the three months ended March 31, 2005.

Noninterest  income.  Noninterest income increased $175,000 or 36.5% to $655,000
during the three months ended March 31,  2005,  compared to $480,000  during the
same period in the prior year.  This  increase can be attributed to the increase
in commissions earned on financial services, gains on securities and on the sale
of loans and other noninterest income of $99,000,  $50,000,  $5,000 and $37,000,
respectively. This increase was offset by decreases in customer fees and service
charges  and  earnings  on  bank-owned  life  insurance  of $10,000  and $6,000,
respectively.

In  July  2004  the  Corporation  entered  into  an  agreement  with  Blue  Vase
Securities,  LLC to provide investment  advisory services to our customers,  and
operates  as  Farmers  Financial  Services.  Blue  Vase  Securities,  LLC  is  a
nation-wide,   full-service,   independent  broker/dealer  that  offers  various
services such as investments,  insurances, wealth management, advisory services,
estate and retirement planning and account  consolidation.  This partnership has
enabled the  Corporation to provide our customers with financial  solutions that
extend  outside  the  Bank's  ordinary  deposit   products  and  services.   The
Corporation earns commissions from providing this service and recognized $99,000
during the first quarter 2005.

The  increase  in the gain on sale of loans of $5,000 was the result of the sale
of a portion of our  student  loan  portfolio  in January  2005.  The  remaining
portion of our student  loan  portfolio  is  anticipated  to be sold by June 30,
2005.

Noninterest  expense.  Noninterest  expense  increased  $137,000 or 7.0% to $2.1
million  during the three months ended March 31, 2005,  compared to $2.0 million
during the same period in the prior year.  This increase in noninterest  expense
can be attributed to increases in compensation and employee  benefits,  premises
and equipment and intangible amortization expense $138,000,  $24,000 and $3,000,
respectively.  This  increase  was  offset by a  decrease  in other  noninterest
expense of $28,000.

Compensation and employee benefits expense  increased  $138,000 or 12.7% to $1.2
million  during the three months ended March 31, 2005,  compared to $1.1 million
for  the  same  period  in  the  prior  year.  Normal  annual  salary  and  wage
adjustments,  increased  health  insurance  costs,  higher  director's  fees and
commissions  paid  to our  financial  services  representative  were  the  major
components of this increase.  Also contributing to the increase was the addition
of a new compliance officer and a new credit analyst in November 2004.

Premises and equipment  expense increased $24,000 or 8.0% to $326,000 during the
three months  ended March 31, 2005,  compared to $302,000 for the same period in
the prior year. This increase can be primarily  attributed to increased building
and equipment depreciation expenses,  repairs and maintenance and other building
and equipment expenses.

Other noninterest expense decreased $27,000 or 5.1% to $527,000 during the three
months  ended March 31,  2005,  compared to $554,000  for the same period in the
prior year. This decrease can be attributed  primarily to decreases in telephone
and communication expenses, printing and office supplies, and postage. Partially
offsetting this favorable  variance were increases in professional  fees, travel
and entertainment expenses,  Pennsylvania shares taxes and software depreciation
between the two periods. Note the following:

o        Telephone and communication expenses decreased as a result of
         Management resolving contract issues related to two telephone vendors
         during 2004.
o        Postage decreased as a result of a new automail system placed in
         service in the fourth quarter 2004 which allows us to take advantage of
         discounted mail rates on our first class postage.
o        Travel and entertainment expenses increased as a result of the
         increased efforts in our Corporate Banking area and travel associated
         with training throughout the organization.

                                       12
<PAGE>


Provision for income taxes.  The provision for income taxes increased  $9,000 or
7.4% to $131,000 for the three months ended March 31, 2005, compared to $122,000
for the same period in the prior year. Contributing to this unfavorable variance
was the increase in the  Corporation's  pre-tax  earnings base between the first
quarter of 2005 and 2004. The Corporation's effective tax rate was 18.8% in 2005
compared to 17.8% in 2004. The difference  between the statutory rate of 34% and
the  Corporation's  effective  tax rate is due to  tax-exempt  income  earned on
loans, securities and bank-owned life insurance.

LIQUIDITY

The Corporation's primary sources of funds generally have been deposits obtained
through the offices of the Bank,  borrowings from the FHLB and  amortization and
prepayments  of  outstanding  loans and  maturing  securities.  During the three
months ended March 31, 2005, the Corporation used its sources of funds primarily
to fund loan originations. As of such date, the Corporation had outstanding loan
commitments,  including  undisbursed  loans and amounts  available  under credit
lines, totaling $15.0 million, and standby letters of credit totaling $578,000.

At March 31,  2005,  time  deposits  amounted to $111.7  million or 47.9% of the
Corporation's  total  consolidated  deposits,   including   approximately  $40.9
million,  which are scheduled to mature within the next year.  Management of the
Corporation  believes  that  it  has  adequate  resources  to  fund  all  of its
commitments,  that all of its commitments  will be funded as required by related
maturity  dates and  that,  based  upon  past  experience  and  current  pricing
policies,  it can  adjust  the rates of time  deposits  to retain a  substantial
portion of maturing liabilities.

Aside from  liquidity  available  from  customer  deposits or through  sales and
maturities of securities,  the Corporation has alternative sources of funds such
as a term  borrowing  capacity  from the FHLB and, to a limited and rare extent,
the sale of loans. At March 31, 2005, the Corporation's  borrowing capacity with
the FHLB, net of funds borrowed, was $106.4 million.

Management  is  not  aware  of  any   conditions,   including   any   regulatory
recommendations  or requirements,  which would adversely impact its liquidity or
its ability to meet funding needs in the ordinary course of business.

                                       13
<PAGE>


Item 3.  Quantitative and Qualitative Disclosures About Market Risk
-------------------------------------------------------------------

Market risk for the  Corporation is comprised  primarily from interest rate risk
exposure and liquidity risk. Since virtually all of the interest-earning  assets
and paying liabilities are at the Bank,  virtually all of the interest rate risk
and liquidity  risk lies at the Bank level.  The Bank is not subject to currency
exchange  risk or  commodity  price  risk,  and has no  trading  portfolio,  and
therefore,  is not subject to any trading risk.  In addition,  the Bank does not
participate  in  hedging  transactions  such as  interest  rate  swaps and caps.
Changes in interest rates will impact both income and expense  recorded and also
the market value of long-term  interest-earning  assets.  Interest rate risk and
liquidity risk management is performed at the Bank level.  Although the Bank has
a diversified  loan portfolio,  loans  outstanding to individuals and businesses
depend upon the local economic conditions in the immediate trade area.

One of the primary  functions of the  Corporation's  asset/liability  management
committee  is to  monitor  the level to which the  balance  sheet is  subject to
interest rate risk. The goal of the  asset/liability  committee is to manage the
relationship  between interest rate sensitive  assets and  liabilities,  thereby
minimizing  the  fluctuations  in  the  net  interest  margin,   which  achieves
consistent  growth of net interest  income during  periods of changing  interest
rates.

Interest  rate  sensitivity  is the result of  differences  in the  amounts  and
repricing  dates  of  the  bank's  rate  sensitive  assets  and  rate  sensitive
liabilities.  These  differences,  or interest rate repricing "gap",  provide an
indication of the extent that the  Corporation's net interest income is affected
by future  changes in interest  rates.  A gap is  considered  positive  when the
amount  of  interest  rate-sensitive  assets  exceeds  the  amount  of  interest
rate-sensitive  liabilities  and is  considered  negative  when  the  amount  of
interest   rate-sensitive   liabilities   exceeds   the   amount   of   interest
rate-sensitive  assets.  Generally,  during a period of rising interest rates, a
negative gap would  adversely  affect net  interest  income while a positive gap
would result in an increase in net interest income. Conversely,  during a period
of falling  interest  rates,  a negative  gap would result in an increase in net
interest income and a positive gap would adversely  affect net interest  income.
The closer to zero that gap is maintained,  generally,  the lesser the impact of
market interest rate changes on net interest income.

At March  31,  2005,  the  Corporation's  interest-earning  assets  maturing  or
repricing  within one year  (assuming  immediate  repricing  for core  deposits)
totaled  $75.6  million  while the  Corporation's  interest-bearing  liabilities
maturing or repricing  within  one-year  totaled  $121.3  million,  providing an
excess of  interest-bearing  liabilities over  interest-earning  assets of $45.7
million or a negative  16.7% of total assets.  At March 31, 2005, the percentage
of the Corporation's assets to liabilities maturing or repricing within one year
was 62.3%.

For  more  information,  see  "Market  Risk  Management"  in  Exhibit  13 to the
Corporation's Annual Report on Form 10-K for the year ended December 31, 2004.

Item 4.  Controls and Procedures
--------------------------------

The Corporation  maintains  disclosure controls and procedures that are designed
to  ensure  that  information  required  to be  disclosed  in the  Corporation's
Exchange Act reports is recorded, processed,  summarized and reported within the
time periods  specified in the SEC's rules and forms,  and that such information
is accumulated and communicated to the Corporation's  management,  including its
Chief  Executive  Officer and Principal  Financial and  Accounting  Officer,  as
appropriate,  to allow timely  decisions  regarding  required  disclosure  based
closely on the  definition  of  "disclosure  controls  and  procedures"  in Rule
13a-15(e).

As of  the  quarter  ended  March  31,  2005,  the  Corporation  carried  out an
evaluation,   under  the   supervision  and  with  the   participation   of  the
Corporation's  management,  including the Corporation's  Chief Executive Officer
and Principal  Financial and Accounting  Officer,  of the  effectiveness  of the
design and operation of the  Corporation's  disclosure  controls and procedures.
Based on the foregoing,  the Corporation's Chief Executive Officer and Principal
Financial and Accounting  Officer  concluded that the  Corporation's  disclosure
controls and procedures were effective.

There have been no significant changes in the Corporation's internal controls or
in  other  factors  that  could  significantly   affect  the  internal  controls
subsequent to the date the Corporation completed its evaluation.



                                       14
<PAGE>


PART II - OTHER INFORMATION
---------------------------

Item 1.  Legal Proceedings.
---------------------------

The  Corporation  is  involved in various  legal  proceedings  occurring  in the
ordinary course of business. It is the opinion of management, after consultation
with  legal  counsel,   that  these  matters  will  not  materially  effect  the
Corporation's consolidated financial position or results of operations.

Item 2.  Unregistered Sale of Equity in Securities and Use of Proceeds.
-----------------------------------------------------------------------

None.

Item 3.  Defaults Upon Senior Securities
----------------------------------------

None.

Item 4.  Submission of Matters to a Vote of Security Holders
------------------------------------------------------------

None.

Item 5.  Other Information
--------------------------

(a) Not applicable.

(b) Not applicable.

Item 6.  Exhibits
-----------------

Exhibit 31.1   Rule 13a-14(a) Certification of Chief Executive Officer
Exhibit 31.2   Rule 13a-14(a) Certification of Principal Financial and
               Accounting Officer
Exhibit 32.1   CEO Certification Pursuant to 18 U.S.C. Section 1350
Exhibit 32.2   PFO Certification Pursuant to 18 U.S.C. Section 1350


                                       15
<PAGE>


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, thereunto duly authorized.


EMCLAIRE FINANCIAL CORP. AND SUBSIDIARY



Date:  May 13, 2005                 By:    /s/ David L. Cox
                                    --------------------------------------------
                                    David L. Cox
                                    Chairman of the Board,
                                    President and Chief Executive Officer

Date:  May 13, 2005                 By:    /s/ Shelly L. Rhoades
                                    --------------------------------------------
                                    Treasurer
                                    (Principal Financial and Accounting Officer)



                                       16