UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB


[X]  QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934

     For the quarterly period ended September 30, 1999

                                       OR

     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934

For the transition period from                       to
                               ---------------------    ------------------------
Commission file Number: 000-18464
                        ---------

                            EMCLAIRE FINANCIAL CORP.
        (Exact Name of small business issuer as specified in its charter)

PENNSYLVANIA                                         25-1606091
(State or other jurisdiction of                      (IRS Employer
 incorporation or organization)                      Identification Number)

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

Issuer's telephone number, including area code: (724) 867-2311

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such 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

As of November 11, 1999, there were 1,395,852 shares outstanding of the issuer's
common stock, par value $1.25 per share.


                                       1


<PAGE>



                            Emclaire Financial Corp.
                    INDEX TO QUARTERLY REPORT OF FORM 10-QSB
<TABLE>
<CAPTION>

<S>              <C>                                                                                  <C>

Part I            Financial Information                                                                    Page
                                                                                                           ----
                  Item 1.           Consolidated Financial Statements (Unaudited)

                                    Consolidated Balance Sheet, September 30, 1999 and
                                    December 31, 1998                                                       3

                                    Consolidated Statement of Income
                                    Three months ended September 30, 1999 and 1998 and
                                    Nine months ended September 30, 1999 and 1998                           4

                                    Consolidated Statement of Changes in
                                    Stockholders' Equity                                                    5

                                    Consolidated Statement of Cash Flows
                                    Nine months ended September 30, 1999 and 1998                           6

                                    Notes to Consolidated Financial Statements                          7 - 8


                  Item 2.           Management's Discussion and Analysis of Financial
                                    Condition and Results of Operations                                9 - 15


Part II           Other Information

                  Item 1.           Legal Proceedings                                                      16

                  Item 2.           Changes in Securities                                                  16

                  Item 3.           Defaults Upon Senior Securities                                        16

                  Item 4.           Submission of Matters to a Vote of Securities Holders                  16

                  Item 5.           Other Information                                                      16

                  Item 6.           Exhibits and Reports on Form 8-K                                       16

                  Signatures                                                                               17

</TABLE>

                                       2
<PAGE>
                            EMCLAIRE FINANCIAL CORP.
                           CONSOLIDATED BALANCE SHEET
              (Unaudited - dollars in thousands, except share data)

<TABLE>
<CAPTION>
                                                                                         September 30,       December 31,
                                                                                              1999               1998
                                                                                        -----------------  -----------------
<S>                                                                                      <C>                <C>
ASSETS
     Cash and due from banks                                                                     $ 5,763            $ 8,989
     Time deposits with others                                                                         -                100
     Federal funds sold                                                                            3,275              9,700
     Investment securities:
         Available for sale                                                                       35,425             28,929
         Held to maturity (estimated market value
            of $2,798 and $3,419)                                                                  2,797              3,392
     Loans                                                                                       137,439            134,249
     Less allowance for loan losses                                                                1,342              1,336
                                                                                        -----------------  -----------------
         Net loans                                                                               136,097            132,913
     Premises and equipment                                                                        3,426              3,625
     Accrued interest and other assets                                                             6,323              6,484
                                                                                        -----------------  -----------------

            TOTAL ASSETS                                                                       $ 193,106          $ 194,132
                                                                                        =================  =================

LIABILITIES
     Deposits
         Non-interest bearing demand                                                            $ 26,860           $ 24,746
         Interest bearing demand                                                                  21,337             22,026
         Savings                                                                                  22,507             22,527
         Money market                                                                             21,838             21,381
         Time                                                                                     76,518             79,190
                                                                                        -----------------  -----------------
            Total deposits                                                                       169,060            169,870
     Obligation under capital lease                                                                    -                 19
     Borrowed funds                                                                                2,000              2,000
     Accrued interest and other liabilities                                                          917              1,142
                                                                                        -----------------  -----------------
            TOTAL LIABILITIES                                                                    171,977            173,031
                                                                                        -----------------  -----------------

STOCKHOLDERS' EQUITY
     Preferred stock, par value $1.00, 3,000,000 shares
         authorized; none issued                                                                       -                  -
     Common stock, par value $1.25 per share;
         12,000,000 shares authorized, 1,395,852 shares issued and outstanding                     1,745              1,745
     Additional paid in capital                                                                   10,871             10,871
     Retained earnings                                                                             8,901              8,192
     Net unrealized gain on securities                                                              (388)               293
                                                                                        -----------------  -----------------
            TOTAL STOCKHOLDERS' EQUITY                                                            21,129             21,101
                                                                                        -----------------  -----------------

            TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                         $ 193,106          $ 194,132
                                                                                        =================  =================
</TABLE>

See accompanying notes to the consolidated financial statements.

                                       3
<PAGE>
                            EMCLAIRE FINANCIAL CORP.
                        CONSOLIDATED STATEMENT OF INCOME
            (Unaudited - dollars in thousands, except per share data)

<TABLE>
<CAPTION>
                                                         Three Months Ended September 30,    Nine Months Ended September 30,
                                                              1999             1998               1999             1998
                                                        ---------------- ----------------   ---------------- ----------------
<S>                                                       <C>              <C>                <C>              <C>
INTEREST INCOME
     Loans, including fees                                   $ 2,778          $ 2,291            $ 8,198          $ 6,189
     Interest bearing deposits in other banks                      5                -                 99                1
     Federal funds sold                                          113               51                361              116
     Investment securities:
         Taxable                                                 471              488              1,320            1,485
         Exempt from federal income tax                           84               48                185              144
                                                     ---------------- ----------------   ---------------- ----------------
            Total interest income                              3,451            2,878             10,163            7,935
                                                     ---------------- ----------------   ---------------- ----------------

INTEREST EXPENSE
     Deposits                                                  1,370            1,143              4,187            3,075
     Borrowed funds                                               28               29                 84               89
     Lease obligation                                              -                -                  -                2
                                                     ---------------- ----------------   ---------------- ----------------
            Total interest expense                             1,398            1,172              4,271            3,166
                                                     ---------------- ----------------   ---------------- ----------------

NET INTEREST INCOME                                            2,053            1,706              5,892            4,769

Provision for loan losses                                         36               55                116              155
                                                     ---------------- ----------------   ---------------- ----------------

NET INTEREST INCOME AFTER
     PROVISION FOR LOAN LOSSES                                 2,017            1,651              5,776            4,614
                                                     ---------------- ----------------   ---------------- ----------------

OTHER OPERATING INCOME
     Service fees on deposit accounts                            161              145                449              401
     Other                                                        73               56                178              139
                                                     ---------------- ----------------   ---------------- ----------------
            Total other operating income                         234              201                627              540
                                                     ---------------- ----------------   ---------------- ----------------

OTHER OPERATING EXPENSE
     Salaries and employee benefits                              776              603              2,209            1,805
     Occupancy, furniture and equipment                          229              241                712              625
     Other                                                       563              475              1,595            1,267
                                                     ---------------- ----------------   ---------------- ----------------
            Total other operating expense                      1,568            1,319              4,516            3,697
                                                     ---------------- ----------------   ---------------- ----------------

Income before income taxes                                       683              533              1,887            1,457
Income taxes                                                     211              169                592              452
                                                     ---------------- ----------------   ---------------- ----------------

NET INCOME                                                     $ 472            $ 364            $ 1,295          $ 1,005
                                                     ================ ================   ================ ================

EARNINGS PER SHARE                                            $ 0.34           $ 0.31             $ 0.93           $ 0.90
DIVIDENDS PER SHARE                                             0.14             0.12               0.42             0.36

AVERAGE SHARES OUTSTANDING                                 1,395,852        1,183,974          1,395,852        1,116,002
</TABLE>

See accompanying notes to the consolidated financial statements.

                                       4
<PAGE>

                            EMCLAIRE FINANCIAL CORP.
            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
            (Unaudited - dollars in thousands, except per share data)

<TABLE>
<CAPTION>
                                                                                                      Net
                                                                    Additional                     Unrealized
                                                      Common          Paid in        Retained         Gain
                                                       Stock          Capital        Earnings     on Securities      Total
                                                  -------------  -------------- --------------- -------------- ---------------

<S>                                                <C>            <C>              <C>              <C>          <C>
Balance December 31, 1998                            $ 1,745        $ 10,871         $ 8,192          $ 293        $ 21,101

Comprehensive income:
     Net income                                                                        1,295                          1,295
     Other comprehensive income, net
         Unrealized losses on securities
         of $1,032                                                                                     (681)           (681)
                                                                                                             ---------------
Total comprehensive income                                                                                              614

Dividends declared
     ($.42 per share)                                                                   (586)                          (586)

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

Balance September 30, 1999                           $ 1,745        $ 10,871         $ 8,901         $ (388)       $ 21,129
                                               ==============  ============== =============== ============== ===============

</TABLE>



See accompanying notes to the consolidated financial statements.


                                       5
<PAGE>
                            EMCLAIRE FINANCIAL CORP.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                       (Unaudited - dollars in thousands)
<TABLE>
<CAPTION>
                                                                                           Nine Months Ended September 30,
                                                                                             1999                 1998
                                                                                       ------------------   ------------------

<S>                                                                                           <C>                  <C>
OPERATING ACTIVITIES
     Net income                                                                               $ 1,295              $ 1,005
     Adjustments to reconcile net income to net
         cash provided by operating activities:
            Depreciation and amortization                                                         704                  498
            Net amortization of investment security
                discounts and premiums                                                             98                  109
            Provision for loan losses                                                             116                  155
            (Increase) decrease in accrued interest receivable                                   (187)                (126)
            Increase in accrued interest payable                                                   (5)                (136)
            Other, net                                                                              1                 (192)
                                                                                    ------------------   ------------------
                Net cash provided by operating activities                                       2,022                1,313
                                                                                    ------------------   ------------------

INVESTING ACTIVITIES
     Proceeds from maturities and repayments of
         investment securities:
            Available for sale                                                                  6,304                3,000
            Held to maturity                                                                      568                2,596
     Purchases of investment securities available for sale                                    (13,903)                (543)
     Net loan (originations) repayments                                                        (3,277)             (10,187)
     Purchases of premises and equipment                                                         (100)              (1,034)
     Net proceeds from merger acquisition                                                           -                2,232
     Other                                                                                        150                    -
                                                                                    ------------------   ------------------
                Net cash used for investing activities                                        (10,258)              (3,936)
                                                                                    ------------------   ------------------

FINANCING ACTIVITIES
     Net increase (decrease) in deposits                                                         (810)               9,620
     Decrease in short-term borrowings                                                              -                 (200)
     Payments for obligation under capital lease                                                  (19)                 (32)
     Cash dividends paid                                                                         (586)                (427)
                                                                                    ------------------   ------------------
                Net cash provided by financing activities                                      (1,415)               8,961
                                                                                    ------------------   ------------------

                Increase in cash and cash equivalents                                          (9,651)               6,338

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                                                 18,689                4,975
                                                                                    ------------------   ------------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                                    $ 9,038             $ 11,313
                                                                                    ==================   ==================


</TABLE>



See accompanying notes to the consolidated financial statements.

                                       6
<PAGE>

                            EMCLAIRE FINANCIAL CORP.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. GENERAL

The accounting and financial  reporting polices of Emclaire  Financial Corp. and
its  wholly-owned  subsidiary The Farmers  National Bank of Emlenton  ("Bank" or
"Farmers"),  conform to generally accepted accounting  principles and to general
practice  within  the  banking  industry.  In the  opinion  of  management,  the
accompanying  unaudited  consolidated financial statements of Emclaire Financial
Corp.  ("Company" or  "Emclaire")  contain all  adjustments,  consisting of only
normal and recurring  adjustments,  necessary for the fair  presentation  of the
Company's  financial  position,  results  of  operations  and cash flows for the
periods  presented.  The results of operations  for the interim  periods are not
necessarily indicative of the results to be expected for the full year.

2. EARNINGS PER SHARE

The  Company  maintains  a simple  capital  structure;  therefore  there  are no
dilutive effects on earnings per share. As such earnings per share  computations
are based on the weighted average number of shares  outstanding of 1,395,852 and
1,183,974,  and  1,395,852 and 1,116,002 for the three and nine month periods in
1999 and 1998, respectively.

3. COMPREHENSIVE INCOME

The components of  accumulated  other  comprehensive  income for the nine months
ended  September 30, 1999,  consist of the items presented under the heading Net
Unrealized  Gain on  Securities  as presented in the  Consolidated  Statement of
Changes in  Stockholders'  Equity.  For the nine months ended September 30, 1998
the net unrealized gain on securities had a beginning balance of $222,000, a net
unrealized  gain of  $190,000  and an  ending  balance  of  $412,000.  This  net
unrealized gain on securities  resulted from total  comprehensive  net income of
$288,000, for the nine months ended September 30, 1998.

4. LOANS

Major classifications of loans are summarized as follows (in thousands):

                                          September 30,      December 31,
                                               1999              1998
                                      ----------------- -----------------

Commercial and industrial                    $  14,932         $  14,223
Real estate mortgages
     Residential                                88,357            87,137
     Commercial and other                       19,779            18,381
Consumer                                        14,371            14,508
                                      ----------------- -----------------
                                               137,439           134,249
Less allowance for loan losses                   1,342             1,336
                                      ----------------- -----------------

                                             $ 136,097         $ 132,913
                                      ================= =================

                                       7
<PAGE>


The Bank's primary business  activity is with customers  located within Venango,
Clarion,   Butler,   Elk,   Clearfield  and  Jefferson   Counties.   Commercial,
residential, personal, and agricultural loans are granted. Although the Bank has
a  diversified  loan  portfolio  at September  30, and December 31, 1998,  loans
outstanding to individuals  and businesses are dependent upon the local economic
conditions within the immediate trade area.


                                       8
<PAGE>



MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION  AND RESULTS OF
OPERATIONS

Emclaire  Financial  Corp.  ("Emclaire"  or the "Company") is the parent holding
company for the Farmers National Bank of Emlenton ("Farmers" or the "Bank"). The
following  discussion and analysis is intended to provide  information about the
financial  condition  and results of operation of the Company and should be read
in conjunction with the Consolidated  Financial Statements and the related notes
thereto appearing elsewhere in this quarterly report.

Certain  information  presented in this report and other  statements  concerning
future  performance,  developments or events,  and  expectations  for growth and
market forecasts  constitute  forward-looking  statements which are subject to a
number of risks and uncertainties, including interest rate fluctuations, changes
in local or national economic conditions,  and government and regulatory actions
which might cause actual results to differ  materially from stated  expectations
or estimates.

Comparison of the Three Months Ended September 30, 1999 and 1998

Net Income - Net income for the three  months ended  September  30, 1999 totaled
$471,000 or $.34 per share,  as compared to $364,000 or $.31 per share  recorded
during the same  period in 1998.  The 1999  quarterly  earnings  represent a 30%
increase  from those  reported in 1998,  due to the rise in net interest  income
related to the increase in the volume of net earning  assets due  principally to
the acquisition of Peoples Savings Bank ("Peoples  Savings") in August 1998. The
increase in net interest income offset the rise in overhead  associated with the
additional branch operations.

The net income  reported  resulted in annualized  returns on average  assets and
average  equity of .96% and 8.82% for the quarter  ended  September 30, 1999, as
compared to returns of .91% and 8.81% for the same period in 1998.

Interest  Income - Interest income for the three months ended September 30, 1999
increased  approximately  $573,000  or 20% from the same  period in 1998 to $3.5
million,  due to the increase in average earning assets,  specifically  the loan
portfolio.  The average  balance of the loan  portfolio  for the  quarter  ended
increased  $27.5  million  from the same period in 1998 to $134.2  million.  The
acquisition  of Peoples  represented  approximately  $23.8  million of the total
average loan growth. The remainder of the increase is attributed largely, to the
increase  in the  origination  of  residential  and  commercial  mortgage  loans
experienced  during 1999. The tax equivalent yield on the loan portfolio for the
quarter  decreased 29 basis points to 8.26% from the same period in 1998, due to
the impact of  generally  lower  interest  rates.  The prime  interest  rate was
reduced three times,  totaling 75 basis points during 1998.  The lower  interest
rate environment affected existing variable rate loans, and reduced the rates of
return on new loan  originations  and  refinancings.  While  interest rates rose
slightly  during the third  quarter of 1999,  the recent  increases in the prime
interest rate have yet to fully recapture the declines in 1998.

Average  investment  securities for the third quarter of 1999 were $36.8 million
resulting in a tax-equivalent yield of 6.45% for the quarter,  compared to $34.5
million and 6.45% during the same period in 1998.  As a result of the slowing of
loan growth during the second quarter of 1999,  management began to place excess
liquidity  back into the  investment  portfolio,  purchasing  $13.9

                                       9
<PAGE>

million of securities during the second and third quarters. These purchases were
principally  U. S.  government  agency  and bank  qualified  tax-free  municipal
securities.

As noted in reports for the first two  quarters  of 1999,  despite the growth in
the volume of average  earning  assets,  which  increased  $34.3 million for the
third quarter of 1999 as compared to 1998, the tax  equivalent  yield on earning
assets  continues to fall.  During the third quarter of 1999, the tax equivalent
yield slipped to 7.59% as compared to 7.91% during the same period in 1998,  due
to the general decline in interest rates, previously discussed.

Interest expense - Interest expense  increased  $226,000 or 19% during the third
quarter of 1999, as compared to the same period in 1998.  The average  volume of
interest bearing  liabilities  during the quarter increased $28.3 million or 24%
during the comparative periods.  Approximately $23.5 million of this increase is
attributable  to the  acquisition  of Peoples  Savings.  During the  comparative
quarters  the overall rate paid on these  liabilities  fell to 3.82% from 3.98%.
This lower cost of funds is due principally to the generally lower interest rate
environment.

Despite the generally low interest rate environment, the ongoing competition for
deposit  customers  by  traditional  and   non-traditional   financial  services
providers,  continues  to affect the  overall  cost of funds.  Furthermore,  any
increase in market rates of interest can raise the cost of such funds.

Net Interest  Income - As a result of the increase in interest income due to the
increased  volume of earning  assets  which more than  offset  the  increase  in
interest expense, net interest income rose $347,000 or 20% for the third quarter
of 1999, as compared to the same period in 1998. The net tax equivalent yield on
earning  assets for the quarter was 4.51%,  a 22 basis  point  decline  from the
4.73% yield earned during the same period in 1998.

Provision for Loan Losses - Based upon  management's  ongoing  assessment of the
quality of the loan portfolio, and considering the slowing of loan demand during
the quarter, the provision for loan losses for the third quarter of 1999 totaled
$36,000, as compared to $55,000 provided during the same period in 1998.

Other operating income - Other operating income increased $33,000 or 16% for the
third  quarter  of  1999,  due  principally  to the  impact  of fees on  deposit
accounts,  particularly overdraft fees, related to the increase in the number of
deposit accounts. In addition,  ATM convenience fees and fees generated from the
MasterMoney(TM) debit card increased due to increased customer usage.  Combined,
these fees  accounted  for  $23,000  of the total  increase  in other  operating
income.  A gain on the sale of a parcel of foreclosed  real estate of $7,000 was
recorded during the third quarter of 1999.

Other  Operating  Expense  - During  the  third  quarter  of 1999,  total  other
operating  expenses  increased  $249,000  or 19% to $1.6  million  from the same
period in 1998. The rise in other  operating  expenses is due principally to the
additional  overhead  associated with the branch office operations added through
the Peoples Savings acquisition, costs associated with the implementation of the
frame relay network during the fourth quarter of 1998, and the hiring of several
management employees during the third quarter of 1999.


                                       10
<PAGE>

Due primarily to the expansion of the branch office network, salary and employee
benefit  costs  increased  $173,000 or 29% to $776,000 for the third  quarter of
1999 as  compared  to  $603,000  during  the same  period in 1998.  The  Company
continues to use temporary  employees to provide  support in the data center and
in providing  certain  administrative  functions  related to human resources and
employee  training.  The total cost for temporary  employees amounted to $50,000
during the three months ended September 30, 1999. Management intends to continue
to use  temporary  employees  to  supplement  certain  staff and  administrative
functions.  The balance of the increase in employee  related costs is related to
periodic salary  adjustments and scheduled  employee  health  insurance  premium
adjustments,  combined  with the added  management  personnel.  During the third
quarter of 1999,  the Company  began to fill several  existing and newly created
management positions as a result of the ongoing organization  assessment.  It is
expected these new employees will result in additional  salaries and benefits of
approximately  $260,000  annually.  This staffing  increase was completed during
October 1999.

Occupancy and equipment costs decreased  approximately $12,000 or 5% to $229,000
during the third  quarter of 1999,  as compared  to the same  period in 1998.  A
reduction in costs  associated with equipment  rental and equipment and software
maintenance contracts is principally  responsible for this decrease. In general,
these costs are considered to be recurring, and can be expected to be subject to
periodic  increases for such items as annual maintenance  contract  adjustments,
office rent  escalation  and other costs  normally  subject to  inflationary  or
pricing increases.

Other operating  expense  increased $88,000 or 19% during the three months ended
September 30, 1999, as compared to the same period in 1998 and totaled $563,000.
Recurring costs increased  during the comparative  quarter due to items such as:
increased ATM and debit card processing  fees which increased  $24,000 or 66% to
$60,000;  Pennsylvania shares tax expense increased approximately $4,000, due to
the increased Bank capital resulting from the Peoples Savings acquisition; while
correspondent bank fees and courier costs increased approximately $15,000 due to
the expanded branch network.  The remaining  increase in this cost is related to
the costs of the data  processing  center and the costs of maintaining the frame
relay network established during the fourth quarter of 1998.

Income Taxes - The  provision  for income taxes of $211,000 for the three months
ended  September  30,  1999,  represented  a $42,000  or 25%  increase  from the
$169,000  recorded during the same period of 1998.  Income taxes as a percentage
of  pre-tax  earnings  were  approximately  30.9%  for the  three  months  ended
September  30, 1999,  as compared to 31.7%  during the same period in 1998.  The
slight decrease in the tax rate is attributable to the affect of the increase in
tax exempt interest income from municipal securities.

Nine Months Ended September 30, 1999
------------------------------------

Net income for the first nine months of 1999 totaled $1.3 million an increase of
$290,000 or 29% from 1998. On a per share basis,  earnings of $.93 for the first
nine months of 1999, represented a 3% increase from that reported in 1998.

Net interest income increased $1.1 million or 24% for the comparative nine month
periods due to the increase in the volume of earning assets and interest bearing
liabilities previously discussed.  For the nine months ended September 30, 1999,
average  earning  assets  increased  $45.8  million

                                       11
<PAGE>

or 34% and average interest  bearing  liabilities rose $39.2 million or 37%. The
net tax  equivalent  yield  totaled  4.49% for the first nine months of 1999, as
compared to 4.85% during the same period in 1998.

As detailed  during the  discussion  of the  quarterly  earnings,  other  income
increased  due to the  increase in fees related to the increase in the number of
accounts.  For the nine months ended,  other income increased  $39,000 or 28% to
$627,000.

Employee  expenses  reflect the addition of the employees added from the Peoples
Savings  acquisition and the impact of both temporary and newly hired employees.
Through  September  30,  1999,  these  costs have risen  $404,000 or 22% to $2.8
million.  These costs are expected to increase further as the full impact of the
hiring of management  personnel  previously  discussed is realized in the fourth
quarter of 1999.

Other operating expenses for the first nine months of 1999 totaled $1.6 million,
an increase of  $328,000  or 26% from the same period in 1998.  Amortization  of
intangible  assets  related to the Peoples  Savings  acquisition  accounted  for
$91,000 of the total increase.  However,  this increase was partially  offset by
the completion of amortization  related to branch  purchases made by the Bank in
1991, a reduction of $23,000.  In addition,  costs discussed  earlier related to
telephone  and data  services,  and ATM  network  costs,  as well as  additional
overhead  costs  related  to the  Peoples  Savings  offices  accounted  for  the
increase.

For the first nine months of 1999,  income taxes totaling  $592,000  represented
31.4% of pretax  income,  as compared  to $452,000 or 31.0% of pretax  income in
1998.

Financial Condition
-------------------

At September 30, 1999, the Company reported total consolidated  assets of $193.1
million,  a decrease of .5% from the $194.1  million  reported  at December  31,
1998.

Total loans increased $3.2 million or 2.4%, to $137.4 million. This increase was
realized  during  the third  quarter as loans  grew $4.8  million  or 3.6%,  due
principally to residential  mortgage loans which  increased $3.9 million or 4.6%
during the quarter.  The  increase in  residential  mortgage  loans is partially
attributed  to the  moderate  increase  in  interest  rates  during the  quarter
resulting in increased  loan demand as  borrowers  sought to refinance  existing
loans or complete home purchases ahead of any possible future rate increase.

Commercial  and other  mortgage  loans have increased $1.4 million or 7.6% since
the beginning of the year;  with $905,000 of the increase  occurring  during the
third quarter.  Commercial and other loans increased  $709,000 or 5.0% since the
beginning of the year.

Stockholders'  equity of $21.1  million  at  September  30,  1999  equaled  that
reported at December 31, 1998. The Company's  capital ratios  continue to exceed
the minimums mandated by law and banking regulations.

On November 4, 1999, the Company announced its Board of Directors had approved a
plan to repurchase up to 5% or 69,792 shares of the Company's outstanding common
stock.  These

                                       12
<PAGE>

purchases  can  be  made  in  the  open  market  and  in  privately   negotiated
transactions from time to time over a six-month period.

Liquidity
---------

Operating activities,  particularly net income of $1.3 million, depreciation and
amortization  of  $704,000,  and the  provision  for loan  losses  of  $116,000,
provided  cash  totaling  $2.0  million  which  was used to fund  investing  and
financing  activities  during  the first  nine  months of 1999.  During the same
period in 1998, operating activities provided $1.3 million.

As a result of purchases of approximately $13.9 million of investment securities
available  for  sale,  and net  loan  originations  of $3.3  million,  financing
activities  used  approximately  $10.3  million in funds  during the nine months
ended  September  30,  1999,  as compared to $3.9  million  used during the same
period  in 1998.  During  the first  nine  months  of 1999  investment  security
repayments  of $6.9  million,  were used to fund the  securities  purchases.  By
comparison,  during the first nine months of 1998, net loan originations totaled
$10.2 million, which was partially funded by net investment maturities and sales
totaling $5.6 million.

Financing  activities for the first nine months of 1999 used  approximately $1.4
million,  due  principally  to a net  reduction  in deposits of $810,000 and the
payment  of  regular  quarterly  dividends.  During  the  same  period  of 1998,
financing activities provided  approximately $8.9 million of funds due to a $9.6
million net increase in deposits.

Aside from  liquidity  available  from  customer  deposits or through  sales and
maturities of the investment  portfolio,  the Company has alternative sources of
funds such as a line of credit available with a correspondent bank. At September
30, 1999, a short-term  revolving  credit  facility of $10 million was available
through the Federal Home Loan Bank.

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

Risk Elements
-------------

At September 30, 1999,  non-performing  loans,  including  those past due ninety
days or more, and loans on non-accrual status totaled approximately $834,000.

Of the  non-performing  loan total,  $515,000 is  considered  to be impaired for
financial  reporting  purposes.  These impaired loans consist of four commercial
loans to a single borrower,  secured by real estate.  The borrower  continues to
operate under Chapter 11 bankruptcy protection.  As part of management's ongoing
assessment  of the loan  portfolio,  $30,000 of the allowance for loan losses at
September 30, 1999, has been allocated for these loans. During the third quarter
of 1999, the borrower provided payments totaling $9,000,  which were recorded as
interest income.  Management  believes the Company is adequately  secured by the
underlying collateral.


                                       13
<PAGE>



The following  table presents the components of  non-performing  loans and other
non-performing assets as of the five most recent quarters ended:
<TABLE>
<CAPTION>
                                                                 1999                                 1998
                                              ---------------------------------------------  -----------------------------
                                                 September 30,     June 30,      March 31,     December 31,  September 30,

<S>                                                 <C>            <C>           <C>            <C>           <C>
Non-performing loans
    Loans past due 90 days or more                   $   95         $  114        $  238         $  287        $  204
    Non-accrual loans                                   739            874         1,032          1,022           941
                                                     ------         ------        ------         ------         -----
      Total non-performing loans                        834            988         1,270          1,309         1,145
Other non-performing assets
Repossessed assets                                        -              3             -              -             -
Real estate acquired through
    Foreclosure                                          22             25            56             80           337
                                                     ------         ------        ------         ------         -----
      Total other non-performing assets                  22             28            56             80           337
                                                     ------         ------        ------         ------         -----

        Total non-performing assets                  $  856         $1,016        $1,326         $1,389        $1,482
                                                     ======         ======        ======         ======        ======
Non-performing loans as a percentage
    of total loans                                      .61%           .74%          .96%           .98%          .87%
Non-performing assets to assets                         .44            .53           .68            .72           .79

</TABLE>

Year 2000
---------

The following discussion of the implications of the Year 2000 ("Y2K") compliance
issue for the Company  contains  numerous  forward-looking  statements  based on
inherently uncertain information.  The cost of the project and the date on which
the  Company  plans to  complete  various  aspects of the  project  are based on
management's   best  estimates,   which  were  derived  utilizing  a  number  of
assumptions of future events  including the continued  availability  of internal
and external resources, third party modifications and other factors.

Management  continues to work toward  attaining  Year 2000  ("Y2K")  compliance.
During the first quarter of 1999,  testing,  and  validation of the test results
were  completed on the core software  applications.  In addition,  the Company's
independent  accountants  reviewed the results of the Company's testing program.
The contingency plan developed by the Company was also updated.

As part of its overall assessment and compliance program,  the Company contacted
material customers and  non-information  technology  suppliers (e.g.  utilities,
telephone and security  systems)  regarding  their Year 2000 state of readiness.
The Company is unable to test the Y2K readiness of its significant  providers of
utility services and is relying on each utility  company's  internal testing and
representations  to provide  the  required  services  that drive the Bank's data
systems.

During the second and third quarters of 1999, the Company focused on maintaining
Y2K  compliance by testing any equipment or software  upgrades,  continuing  its
customer  communication program, and refining and testing its contingency plans.
These  procedures will

                                       14
<PAGE>

continue  throughout the balance of the year.  During the third quarter costs of
approximately  $4,000 were incurred for the  production of several  customer Y2K
communications.

Direct costs incurred in achieving and  maintaining Y2K compliance have not been
significant.  However,  the time  devoted by  employees to this project has been
significant.  During the first week of August 1999, the installation and testing
of a back-up generator at the data processing center was successfully completed.
The total capitalized cost for this equipment was $32,000.

Despite the best efforts of management in addressing this issue, the vast number
of external entities that have direct and indirect business  relationships  with
the Company,  such as customers,  vendors,  payment  system  providers and other
financial  institutions  makes it impossible to assure that a failure to achieve
or  maintain  compliance  by one or more of  these  entities  would  not  have a
material adverse impact on the operations of the Company.


                                       15
<PAGE>



PART II - OTHER INFORMATION

Item 1. Legal Proceedings

         (None)

Item 2. Changes in Securities

         (None)

Item 3. Defaults Upon Senior Securities

         (None)

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

         (None)

Item 5. Other Information

         On  November  4,  1999 the  Company  announced  the Board of  Directors
had  approved  a  plan to  repurchase  up to 5% of the  outstanding  shares   of
common stock.  See EXHIBIT 99.1.

Item 6. Exhibits and Reports on Form 8-K

(a)      Exhibit 27 - Financial Data Schedule (in electronic filing only)
(b)      Exhibit 99.1 - Press Release
         (c) Reports on Form 8-K

         (None)


                                       16

<PAGE>

                                   SIGNATURES



In accordance with the  requirements of the Exchange Act, the Registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

Emclaire Financial Corp.
------------------------
(Registrant)


Date: November 15, 1999                              By: /s/ David L. Cox
      -----------------                                  -----------------------
                                                         David L. Cox
                                                         President and CEO


Date: November 15, 1999                              By: /s/ John J. Boczar
      -----------------                                  -----------------------
                                                         John J. Boczar, CPA
                                                         Treasurer

                                       17