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


                                   FORM 10-QSB

(Mark One)

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

For the quarterly period ended              June 30, 2000
                                ----------------------------------------------

                                       OR

[  ]     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from ____________ to _______________

Commission File Number:                     000-22255
                         ---------------------------------------

                          MARKET FINANCIAL CORPORATION
------------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

           Ohio                                                  31-1462464
-------------------------------                             -------------------
(State or other jurisdiction of                                (IRS Employer
incorporation or organization)                              Identification No.)

                  7522 Hamilton Avenue, Mt. Healthy, Ohio 45231
------------------------------------------------------------------------------
                    (Address of principal executive offices)

                                 (513) 521-9772
------------------------------------------------------------------------------
                           (Issuer's telephone number)

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

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the issuer filed all documents and reports required to be filed by
Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities
under a plan confirmed by a court.

Yes [    ]        No  [    ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the latest  practicable  date: August 11, 2000 - 1,259,439 common
shares,

Transitional Small Business Disclosure Format (Check one):  Yes [ ]     No [X]



                                  Page 1 of 13
<PAGE>



                                      INDEX

                          MARKET FINANCIAL CORPORATION

                                                                          Page
PART I   -  FINANCIAL INFORMATION

            Consolidated Statements of Financial Condition                  3
            Consolidated Statements of Earnings                             4
            Consolidated Statements of Comprehensive Income                 5
            Consolidated Statements of Cash Flows                           6
            Notes to Consolidated Financial Statements                      8
            Management's Discussion and Analysis of Financial
              Condition and Results of Operations                           9

PART II  -  OTHER INFORMATION                                              12

SIGNATURES                                                                 13




























                                  Page 2 of 13
<PAGE>


                          Market Financial Corporation
<TABLE>
<CAPTION>

                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION


                                                                                        June 30,             September 30,
                                                                                          2000                   1999
ASSETS                                                                                 (In thousands, except share data)
<S>                                                                                       <C>                     <C>
Cash and due from banks                                                                   $   636                $   644
Federal funds sold                                                                            504                  1,392
Interest-bearing deposits in other financial institutions                                     237                    255
                                                                                           ------                 ------
          Cash and cash equivalents                                                         1,377                  2,291

Certificates of deposit in other financial institutions                                       300                    290
Investment securities held to maturity - at amortized cost, approximate market
   value of $11,571 and $12,529 at June 30, 2000 and September 30, 1999                    12,090                 12,800
Investment securities designated as available for sale - at market                            869                  1,116
Mortgage-backed securities held to maturity - at cost, approximate market value
   of $1,895 and $2,067 at June 30, 2000 and September 30, 1999                             1,886                  2,047
Loans receivable - net                                                                     36,699                 35,219
Office premises and equipment - at depreciated cost                                         1,467                    819
Federal Home Loan Bank stock - at cost                                                        473                    449
Accrued interest receivable                                                                   399                    320
Prepaid expenses and other assets                                                             123                    100
Prepaid Federal income taxes                                                                  243                      -
                                                                                           ------                 ------
          Total assets                                                                    $55,926                $55,451
                                                                                           ======                 ======

Liabilities and SHAREHOLDERS' EQUITY
Deposits                                                                                  $40,524                $39,907
Advances by borrowers for taxes and insurance                                                  17                     59
Accrued interest payable                                                                      143                     98
Other liabilities                                                                              92                    160
Accrued federal income taxes                                                                    -                     45
Deferred federal income taxes                                                                 565                    607
                                                                                           ------                 ------
          Total liabilities                                                                41,341                 40,876
Shareholders' equity
   Preferred stock - 1,000,000 shares without par value authorized; no
    shares issued                                                                               -                      -
   Common stock - 4,000,000 shares without par value authorized;
    1,335,725 shares issued                                                                     -                      -
   Additional paid-in capital                                                               8,161                  8,187
   Retained earnings - substantially restricted                                             7,913                  7,984
   Shares acquired by stock benefit plans                                                  (1,211)                (1,480)
   Treasury stock - 76,286 shares at cost                                                    (838)                  (838)
   Accumulated comprehensive income, unrealized gain on securities designated
    as available for sale, net of related tax effects                                         560                    722
                                                                                           ------                 ------
          Total shareholders' equity                                                       14,585                 14,575
                                                                                           ------                 ------
          Total liabilities and shareholders' equity                                      $55,926                $55,451
                                                                                           ======                 ======
</TABLE>





                                  Page 3 of 13
<PAGE>


                          Market Financial Corporation
<TABLE>
<CAPTION>

                       CONSOLIDATED STATEMENTS OF EARNINGS
                                           (In thousands, except per share data)


                                                     Nine months ended June 30,                  Three months ended June 30,
                                                     2000                 1999                    2000                 1999
<S>                                                   <C>                <C>                      <C>                   <C>
Interest income
  Loans                                              $2,042             $1,913                    $684                 $606
  Mortgage-backed securities                            111                 56                      36                   20
  Investment securities                                 603                517                     201                  217
  Interest-bearing deposits and other                    79                296                      21                   85
                                                      -----              -----                     ---                  ---
    Total interest income                             2,835              2,782                     942                  928

Interest expense
  Deposits                                            1,367              1,346                     469                  443
  Borrowings                                              -                 22                       -                    -
                                                      -----              -----                     ---                  ---
    Total interest expense                            1,367              1,368                     469                  443
                                                      -----              -----                     ---                  ---
     Net interest income                              1,468              1,414                     473                  485

Other income
  Gain on sale of investments                             -                463                       -                    -
  Other operating income                                  9                  9                       3                    3
                                                      -----              -----                     ---                  ---
    Total other income                                    9                472                       3                    3

General, administrative and other expense
   Employee compensation and benefits                   678                579                     233                  200
   Occupancy and equipment                              108                 94                      40                   33
   Federal deposit insurance premiums                    10                 17                       2                    6
   Franchise taxes                                      128                154                      41                   50
   Other operating                                      201                171                      55                   45
                                                      -----              -----                     ---                  ---
     Total general, administrative and
       other expense                                  1,125              1,015                     371                  334
                                                      -----              -----                     ---                  ---

        Earnings before income taxes                    352                871                     105                  154

Federal income taxes
   Current                                               77                290                     (29)                 (19)
   Deferred                                              43                  6                      65                   71
                                                      -----              -----                     ---                  ---
      Total federal income taxes                        120                296                      36                   52
                                                      -----              -----                     ---                  ---

        Net Earnings                                 $  232             $  575                    $ 69                 $102
                                                      =====              =====                     ===                  ===

        Earnings per share
              Basic                                    $.20               $.47                    $.06                 $.09
                                                        ===                ===                     ===                  ===
              Diluted                                  $.20               $.47                    $.06                 $.09
                                                        ===                ===                     ===                  ===
</TABLE>




                                  Page 4 of 13
<PAGE>


                          Market Financial Corporation
<TABLE>
<CAPTION>

                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                                 (In thousands)


                                                      For the nine months              For the three months
                                                          ended June 30,                   ended June 30,
                                                       2000            1999            2000            1999
<S>                                                     <C>             <C>               <C>           <C>
Net earnings                                           $232            $575              $ 69          $102
Other comprehensive income, net of tax:
     Unrealized holding gains (losses) on
       securities  during the period,  net of
       tax of $(85), $91, $(28) and $5 during
       the respective periods                          (162)            176               (52)            9
     Reclassification adjustment for realized
       gains included in earnings, net of tax
       of $(157)                                          -            (306)                -             -
                                                        ---             ---               ---           ---
Comprehensive income                                   $ 70            $445              $ 17          $111
                                                        ===             ===               ===           ===

Accumulated comprehensive income                       $560            $807              $560          $807
                                                        ===             ===               ===           ===
</TABLE>































                                  Page 5 of 13
<PAGE>



                          Market Financial Corporation
<TABLE>
<CAPTION>

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)

                                                                               Nine months ended June 30,
                                                                                 2000              1999
<S>                                                                                <C>              <C>
Cash flows from operating activities:
  Net earnings for the period                                                  $  232            $  575
  Adjustments to reconcile net earnings to net cash provided by (used
    in) operating activities
    Amortization of premiums and discounts on investments and
      mortgage-backed securities, net                                               1                 1
    Depreciation and amortization                                                  26                23
    Amortization of deferred loan origination fees                                 (6)               (5)
    Amortization of expense related to stock benefit plans                        243               216
    Gain on sale of investment securities designated as available for
      sale                                                                         --              (463)
    Federal Home Loan Bank stock dividends                                        (24)              (22)
    Increase (decrease) in cash due to changes in:
      Accrued interest receivable                                                 (79)              (20)
      Accrued interest payable                                                     45                31
      Prepaid expenses and other assets                                           (23)               (6)
      Other liabilities                                                           (68)              (92)
      Federal income taxes
         Current                                                                 (288)              (12)
         Deferred                                                                  43                 6
                                                                                -----             -----
           Net cash provided by operating activities                              102               232

Cash flows provided by (used in) investing activities:
  Principal repayments on mortgage-backed securities                              160               138
  Purchase of mortgage-backed securities designated as held to
    maturity                                                                        -            (1,486)
  Proceeds from maturity of investment securities                               1,500             5,800
  Proceeds from sale of investment securities designated as available
    for sale                                                                        -               471
  Loan disbursements                                                           (6,035)           (9,103)
  Principal repayments on loans                                                 4,561             7,427
  Purchase of investment securities designated as held to maturity               (790)           (8,000)
  Purchase of office equipment                                                   (674)             (657)
  (Increase) decrease in certificates of deposits in other financial
   institutions - net                                                             (10)            3,500
                                                                                -----             -----
        Net cash used in investing activities                                  (1,288)           (1,910)

Cash flows provided by (used in) financing activities:
   Net increase in deposits                                                       617             1,938
   Advances by borrowers for taxes and insurance                                  (42)              (42)
   Proceeds from other borrowed money                                              --               180
   Repayment of other borrowed money                                               --              (905)
   Purchase of treasury stock                                                      --              (737)
   Dividends paid on common stock                                                (303)             (275)
                                                                                -----             -----
        Net cash provided by financing activities                                 272               159
                                                                                -----             -----
        Net decrease in cash and cash equivalents (balance carried
          forward)                                                               (914)           (1,519)
                                                                                -----             -----
</TABLE>




                                  Page 6 of 13

<PAGE>


                          Market Financial Corporation
<TABLE>
<CAPTION>

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)


                                                                             Nine months ended June 30,
                                                                               2000               1999
<S>                                                                             <C>                <C>
        Net decrease in cash and cash equivalents (balance brought
          forward)                                                            $ (914)           $(1,519)

Cash and cash equivalents at beginning of period                               2,291              5,381
                                                                               -----             ------
Cash and cash equivalents at end of period                                    $1,377            $ 3,862
                                                                               =====             ======
Supplemental disclosure of cash flow information:
   Cash paid during the period for:
     Federal income taxes                                                     $  391            $   329
                                                                               =====             ======
     Interest on deposits and borrowings                                      $1,322            $ 1,337
                                                                               =====             ======
Supplemental disclosure of noncash investing activities:
    Unrealized gain (loss) on securities designated as available for
       sale, net of related tax effects                                       $ (162)           $   176
                                                                               =====             ======
</TABLE>






































                                  Page 7 of 13
<PAGE>


                          MARKET FINANCIAL CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        For the nine month periods ended
                             June 30, 2000 and 1999

1.       Basis of Presentation

         The  accompanying  unaudited  consolidated  financial  statements  were
prepared in accordance with instructions for Form 10-QSB, and, therefore, do not
include  information  or  footnotes  necessary  for  complete   presentation  of
financial  position,  results of operations  and cash flows in  conformity  with
generally  accepted   accounting   principles.   Accordingly,   these  financial
statements  should  be read  in  conjunction  with  the  consolidated  financial
statements  and notes thereto of Market  Financial  Corporation  ("MFC") for the
year ended  September  30,  1999.  However,  in the opinion of  management,  all
adjustments  (consisting of only normal recurring  accruals) which are necessary
for  fair  presentation  of the  consolidated  financial  statements  have  been
included.  The results of operations  for the three month and nine month periods
ended June 30, 2000, are not necessarily  indicative of the results which may be
expected for an entire fiscal year.

2.       Principles of Consolidation

         The accompanying consolidated financial statements include the accounts
of MFC and its wholly owned subsidiary,  Market Bank ("Market"). All significant
intercompany items have been eliminated.

3.       Effects of Recent Accounting Pronouncements

         In June 1998, the Financial  Accounting Standards Board ("FASB") issued
Statement of Financial  Accounting  Standards ("SFAS") No. 133,  "Accounting for
Derivative  Instruments  and Hedging  Activities,"  which  requires  entities to
recognize  all  derivatives  in their  financial  statements as either assets or
liabilities  measured at fair value.  SFAS No. 133 also specifies new methods of
accounting for hedging transactions,  prescribes the items and transactions that
may be hedged,  and specifies  detailed  criteria to be met to qualify for hedge
accounting.

         The definition of a derivative  financial instrument is complex, but in
general it is an instrument  with one or more  underlyings,  such as an interest
rate or foreign exchange rate, that is applied to a notional amount,  such as an
amount of currency, to determine the settlement amount(s). It generally requires
no  significant  initial  investment and can be settled net or by delivery of an
asset that is readily  convertible to cash.  SFAS No. 133 applies to derivatives
embedded in other contracts, unless the underlying of the embedded derivative is
clearly and closely related to the host contract.

         SFAS No. 133, as amended by SFAS No. 137, is effective for fiscal years
beginning  after June 15, 2000. On adoption,  entities are permitted to transfer
held-to-maturity  debt securities to the  available-for-sale or trading category
without  calling into  question  their intent to hold other debt  securities  to
maturity in the future.  SFAS No. 133 is not expected to have a material  impact
on MFC's financial statements.

4.       Earnings Per Share

         Basic  earnings per share is computed  based upon the weighted  average
shares  outstanding  during  the  period,  less  shares  in the  ESOP  that  are
unallocated  and not committed to be released.  Weighted  average  common shares
outstanding,  which gives effect to 72,814 and 84,096  unallocated  ESOP shares,
totaled  1,186,625 and  1,199,579  shares for the three month periods ended June
30, 2000 and 1999, respectively,  and 1,182,837 and 1,218,008 for the nine month
periods ended June 30, 2000 and 1999,  respectively.  Diluted earnings per share
is computed  taking into  consideration  common shares  outstanding and dilutive
potential   common   shares  to  be  issued   under  MFC's  stock  option  plan.
Weighted-average  shares  outstanding for purposes of computing diluted earnings
per share  totaled  1,186,625  and 1,199,579 for the three months ended June 30,
2000 and 1999,  respectively,  and  1,182,837  and  1,218,008 for the nine month
periods ended June 30, 2000 and 1999, respectively.  Options to purchase 125,558
shares of common stock with a  weighted-average  exercise  price of $9.6875 were
outstanding at June 30, 2000 and 1999, but were excluded from the computation of
common  stock  equivalents  because  their  exercise  price was greater than the
average market price of the common shares.




                                  Page 8 of 13
<PAGE>


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

                    Note Regarding Forward-Looking Statements

         In addition to historical  information  contained herein, the following
discussion   contains   forward-looking   statements   that  involve  risks  and
uncertainties.  Economic  circumstances,  Market's operations and actual results
could  differ   significantly  from  those  discussed  in  the   forward-looking
statements.  Some  of the  factors  that  could  cause  or  contribute  to  such
differences  are  discussed  herein but also include  changes in the economy and
interest rates in the nation and MFC's market area generally.

         Some  of  the  forward-looking   statements  included  herein  are  the
statements regarding  management's  determination of the amount of allowance for
losses on loans and the effect of certain accounting pronouncements.

Discussion of Financial  Condition  Changes from September 30, 1999, to June 30,
2000

         MFC's assets at June 30, 2000, totaled  approximately  $55.9 million, a
$475,000,  or .9%,  increase from the total at September 30, 1999.  The increase
was primarily  attributable to a $617,000 increase in deposits used to fund loan
growth.

         Liquid assets (cash and cash  equivalents,  certificates of deposit and
investment  securities)  totaled  $14.6  million at June 30, 2000, a decrease of
$1.9 million  from the total at  September  30,  1999.  This  decrease  resulted
primarily  from  the  use of  funds  from  cash  and  cash  equivalents  and the
maturities  or calls of  investment  securities  to fund loan  originations  and
purchase office equipment and building improvements during the nine months ended
June 30, 2000.

         Loans receivable totaled $36.7 million at June 30, 2000, an increase of
$1.5 million, or 4.2%, over September 30, 1999. This increase resulted primarily
from loan originations of $6.0 million,  which exceeded principal  repayments of
$4.6 million.  Market's  allowance for loan losses totaled  $52,000 at both June
30, 2000,  and September 30, 1999.  The allowance  represented  .14% and .15% of
total  loans  at  June  30,  2000,   and  September   30,  1999,   respectively.
Nonperforming  loans totaled  $151,000 and  $119,000,  or .41% and .34% of total
loans, at June 30, 2000, and September 30, 1999, respectively.

         Although management believes that its allowance for loan losses at June
30, 2000, was adequate based upon the available facts and  circumstances,  there
can be no assurances  that  additions to such allowance will not be necessary in
future periods, which could adversely affect Market's results of operations.

         During 1998 and 1999, Market purchased the adjoining  properties to its
main office in Mt.  Healthy,  Ohio.  These  acquisitions  have allowed Market to
expand the facilities in Mt. Healthy and increase the services  available to its
customers,  including the installation of a drive-thru teller window and an ATM.
The construction of the addition to the main office was substantially  completed
in March 2000.

         Deposits  totaled  $40.5  million  at June 30,  2000,  an  increase  of
$617,000,  or 1.5%,  from the  total at  September  30,  1999.  Demand  accounts
decreased by approximately  $409,000,  and certificates of deposit  increased by
$1.0  million  during  the  period  ended  June  30,  2000.  At June  30,  2000,
certificates  of deposit that will mature within one year accounted for 56.8% of
Market's deposit liabilities.

         Market is  required  to meet each of three  minimum  capital  standards
promulgated  by the  Office  of  Thrift  Supervision  (the  "OTS"),  hereinafter
described as the tangible capital requirement,  the core capital requirement and
the risk-based capital  requirement.  The tangible capital requirement  provides
for the maintenance of shareholders'  equity less all intangible assets equal to
1.5% of adjusted  total assets.  The core capital  requirement  provides for the
maintenance of tangible capital plus certain forms of supervisory goodwill equal
to at least 4% of  adjusted  total  assets,  except  for  institutions  with the
highest  examination  rating and acceptable levels of risk, while the risk-based
capital requirement  mandates maintenance of core capital plus general loan loss
allowances equal to 8% of risk-weighted assets as defined by OTS regulations. As
of June 30, 2000,  Market's tangible and core capital totaled $12.9 million,  or
23.4% of adjusted  total  assets,  which  exceeded the minimum  requirements  of
$823,000 and $1.6 million, by $12.0 million and $11.3 million,  respectively. As
of June 30, 2000,  Market's  risk-based  capital was $13.3 million,  or 47.3% of
risk-weighted assets, exceeding the minimum requirement by $11.0 million.


                                  Page 9 of 13
<PAGE>

Comparison of Operating Results for the Three-Month  Periods Ended June 30, 2000
and 1999

General

         Net earnings  totaled $69,000 for the three months ended June 30, 2000,
a $33,000, or 32.4%, decrease from the $102,000 of net earnings recorded for the
three months ended June 30, 1999.  The decrease in earnings  resulted  primarily
from a $37,000  increase  in  general,  administrative  and other  expense and a
$12,000  decrease  in net  interest  income,  which were  partially  offset by a
$16,000 decrease in the provision for federal income taxes.

Net Interest Income

         Interest  income  increased by $14,000,  or 1.5%,  for the three months
ended  June 30 2000,  compared  to the three  months  ended June 30,  1999.  The
increase  resulted  primarily from increases in the weighted  average balance of
the loans,  mortgage-backed  and investment  securities  portfolios,  which were
partially   offset  by  a  decrease   in  the   weighted   average   balance  of
interest-bearing  deposits in other financial institutions.  Interest expense on
deposits  increased  by $26,000,  or 5.9%,  due  primarily to an increase in the
weighted  average  balance of deposits  and an increase in the cost of deposits.
Net interest  income  decreased by $12,000,  or 2.5%, for the three months ended
June 30, 2000, compared to the same quarter in 1999.

Provision for Losses on Loans

         A  provision  for losses on loans is charged to  earnings  to bring the
total  allowance  to a level  considered  appropriate  by  management  based  on
historical  experience,  the volume and type of lending conducted by Market, the
status of past due principal and interest payments, general economic conditions,
particularly as such conditions relate to market area, and other factors related
to the collectibility of Market's loan portfolio.  As a result of such analysis,
management  decided no  additional  provision  for losses on loans was necessary
during the quarter ended June 30, 2000. There can be no assurance, however, that
the  allowance  for loan losses of Market  will be  adequate to cover  losses on
nonperforming assets in the future.

         Factors  that could  affect  the  adequacy  of the loan loss  allowance
include, but are not limited to, the following:  (1) changes in the national and
local  economy  which may  negatively  impact the ability of  borrowers to repay
their  loans and which may cause the value of real  estate and other  properties
that secure  outstanding  loans to decline;  (2) unforeseen  adverse  changes in
circumstances with respect to certain large loan borrowers; (3) decreases in the
value of collateral securing consumer loans to amounts equal to or less than the
outstanding  balances of the consumer loans; and (4)  determinations  by various
regulatory  agencies  that  Market  must  recognize  additions  to its loan loss
allowance based on such regulators' judgment of information available to them at
the time of their examinations.

Other Income

         Other  operating  income,  primarily  service  fees on money orders and
travelers' checks, totaled $3,000 for each of the three-month periods ended June
30, 2000 and 1999.

General, Administrative and Other Expense

         General,  administrative  and other expenses  increased by $37,000,  or
11.1%,  for the quarter  ended June 30,  2000,  compared to the same  quarter in
1999.  The increase  resulted  primarily from a $33,000,  or 16.5%,  increase in
employee  compensation and benefits due primarily to increased  staffing levels,
expenses related to the stock benefit plans,  and normal merit increases.  Other
operating  expense  increased  $10,000,  or 22.2%,  due  primarily  to increased
professional fees and transfer agent fees at the holding company level.

Federal Income Tax

         The  provision for federal  income taxes totaled  $36,000 for the three
months  ended June 30,  2000,  compared  to $52,000  for the 1999  quarter.  The
$16,000 or 30.8%,  decrease  resulted  from a  $49,000,  or 31.8%,  decrease  in
earnings  before  taxes.  The  effective  tax rates were 34.3% and 33.8% for the
three months ended June 30, 2000 and 1999, respectively.


                                 Page 10 of 13
<PAGE>

Comparison of Operating  Results for the Nine-Month  Periods Ended June 30, 2000
and 1999

General

         Net earnings  totaled $232,000 for the nine months ended June 30, 2000,
a $343,000,  or 59.7%,  decrease from the $575,000 of net earnings  recorded for
the nine months ended June 30, 1999. The decrease in earnings resulted primarily
from a $463,000  decrease  in other  income and a $110,000  increase in general,
administrative  and other  expense,  which  were  partially  offset by a $54,000
increase in net interest  income and a $176,000  decrease in the  provision  for
federal income taxes.

Net Interest Income

         Interest  income  increased  by $53,000,  or 1.9%,  for the nine months
ended June 30,  2000,  compared  to the nine  months  ended June 30,  1999.  The
increase  resulted  primarily from increases in the weighted average balances of
the loans,  mortgage-backed  and investment  securities  portfolios,  which were
partially   offset  by  a  decrease   in  the   weighted   average   balance  of
interest-bearing  deposits in other financial institutions.  Interest expense on
deposits increased by $21,000, or 1.6%, due primarily to an increase in the cost
of deposits and an increase in the  weighted  average  balance of deposits.  Net
interest  income  increased by $54,000,  or 3.8%, for the nine months ended June
30, 2000, compared to the same period in 1999.

Provision for Losses on Loans

         As a result of an analysis  of  historical  experience,  the volume and
type of lending  conducted  by  Market,  the  status of past due  principal  and
interest payments, general economic conditions,  particularly as such conditions
relate to Market's market area, and other factors related to the  collectibility
of Market's  loan  portfolio,  management  decided no  additional  provision for
losses on loans was necessary  during the nine months ended June 30, 2000. There
can be no assurance,  however, that the allowance for loan losses of Market will
be adequate to cover losses on nonperforming assets in the future.

Other Income

         Other  income  decreased  to $9,000 for the nine months  ended June 30,
2000, compared to $472,000 for the 1999 period primarily due to the absence of a
$463,000 gain on sale of investment  securities designated as available for sale
recorded in the 1999 period.

         Other  operating  income,  primarily  service  fees on money orders and
travelers' checks,  totaled $9,000 for each of the nine-month periods ended June
30, 2000 and 1999.

General, Administrative and Other Expense

         General,  administrative  and other expense  increased by $110,000,  or
10.8%,  for the nine months ended June 30, 2000,  compared to the same period in
1999.  The increase  resulted  primarily from a $99,000,  or 17.1%,  increase in
employee compensation and benefits due to hiring employees,  expenses related to
the stock benefit plans,  and normal merit  increases.  Other operating  expense
increased  $30,000,  or 17.5%, due primarily to increased  professional fees and
transfer agent fees at the holding company level.

Federal Income Tax

         The  provision for federal  income taxes totaled  $120,000 for the nine
months ended June 30, 2000,  compared to $296,000 for the same 1999 period.  The
$176,000, or 59.5%,  decrease resulted from a $519,000,  or 59.6%,  reduction in
earnings before taxes. The effective tax rates were 34.1% and 34.0% for the nine
months ended June 30, 2000 and 1999, respectively.




                                 Page 11 of 13

<PAGE>
                                     PART II
                          MARKET FINANCIAL CORPORATION

Item 1.  Legal Proceedings

         Not applicable.

Item 2.  Changes in Securities and Use of Proceeds

         Not applicable.

Item 3.  Defaults Upon Senior Securities

         Not applicable.

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

         Not applicable.

Item 5.  Other Information

         Not applicable.

Item 6.  Exhibits and Reports on Form 8-K

         Exhibit 27 - Financial Data Schedule.























                                 Page 12 of 13
<PAGE>


                                   SIGNATURES

                          MARKET FINANCIAL CORPORATION


         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.



Date:    8/14/2000               By: /s/ John T. Larimer
                                     -----------------------------------------
                                      John T. Larimer, President and
                                          Managing Officer



Date     8/14/2000               By: /s/ Julie M. Bertsch
                                     -----------------------------------------
                                      Julie M. Bertsch, Chief Financial Officer































                                  Page 13 of 13