FORM 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 1996

     OR

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

For the transition period from _______________ to _______________

Commission File No. 333-10347

                          MARKET FINANCIAL CORPORATION
       __________________________________________________________________
             (Exact name of registrant as specified in its charter)

                                                                                
                Ohio                                (I.R.S. Employer
   _______________________________               ______________________
   (State or other jurisdiction of               Identification Number)
    incorporation of organization)

         7522 Hamilton Avenue
           Mt. Healthy, OH                                45231
   _______________________________               ______________________
   (Address of principal executive                      (Zip Code)
               office)

Registrant's telephone number, including area code: (513) 521-9772

Check whether the Registrant  (1) has 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 _____                    No __X*__


As of March 20, 1997,  the latest  practicable  date,  100 common  shares of the
registrant, no par value, were issued and outstanding.

* The Registrant's  Registration Statement on Form S-1 was declared effective on
February 11, 1997. The Registrant has conducted no business  except the offering
of its shares and preparation to acquire The Market Building and Saving Company.
The financial information contained in this Form 10-QSB is, therefore,  provided
for The Market Building and Saving Company.


                                      -1-
<PAGE>



                                      INDEX

                     THE MARKET BUILDING AND SAVING COMPANY

                                                                         Page
PART I        -   FINANCIAL INFORMATION

                  Statements of Financial Condition                        3
                  Statements of Earnings                                   4
                  Statements of Cash Flows                                 5
                  Notes to Financial Statements                            7
                  Management's Discussion and Analysis of Financial
                    Condition and Results of Operations                   10

PART II       -   OTHER INFORMATION                                       12

SIGNATURES                                                                13


                                      -2-
<PAGE>

<TABLE>
                     The Market Building and Saving Company

                        STATEMENTS OF FINANCIAL CONDITION


                                                                        December 31,   September 30,
                                                                            1996           1996
                                                                        ------------   -------------   
ASSETS                                                                         (In thousands)
<S>                                                                       <C>            <C>    
Cash and due from banks                                                   $   603        $   512
Federal funds sold                                                          2,508          2,627
Interest-bearing deposits in other financial institutions                     600            943
                                                                          -------        -------
          Cash and cash equivalents                                         3,711          4,082

Certificates of deposit in other financial institutions                     6,540          7,040
Investment securities - at amortized cost, approximate market
   value of  $8,395 and $9,071 at December 31, 1996 and
   September 30, 1996                                                       8,379          9,062
Investment securities designated as available for sale - at market            805            712

Mortgage-backed securities - at cost, approximate
   market value of $1,546 and $1,612 at December 31, 1996
   and September 30, 1996                                                   1,495          1,549
Loans receivable - net                                                     23,639         21,996
Office premises and equipment - at depreciated cost                           162            168
Federal Home Loan Bank stock - at cost                                        370            364
Accrued interest receivable                                                   335            339
Prepaid expenses and other assets                                             225            196
Prepaid federal income taxes                                                   68             39
                                                                          -------        -------

          Total assets                                                    $45,729        $45,547
                                                                          =======        =======

LIABILITIES AND RETAINED EARNINGS

Deposits                                                                  $37,425        $37,282
Advances by borrowers for taxes and insurance                                  95             50
Accrued interest payable                                                      142            117
Other liabilities                                                               8            273
Deferred federal income taxes                                                 410            311
                                                                          -------        -------

          Total liabilities                                                38,080         38,033

Commitments and contingencies                                                --             --


Retained earnings - substantially restricted                                7,137          7,063
Unrealized gain on securities designated as available for sale,
   net of related tax effects                                                 512            451
                                                                          -------        -------
          Total retained earnings                                           7,649          7,514
                                                                          -------        -------

          Total liabilities and retained earnings                         $45,729        $45,547
                                                                          =======        =======


</TABLE>


                                      -3-
<PAGE>


                     The Market Building and Saving Company

                             STATEMENTS OF EARNINGS


                                               Three months ended December 31,
                                                      1996          1995
                                                    --------      --------
                                                        (In thousands)
Interest income
  Loans                                              $ 460         $ 487
  Mortgage-backed securities                            34            48
  Investment securities                                147           140
  Interest-bearing deposits and other                  157           160
                                                     -----         -----
     Total interest income                             798           835

Interest expense
  Deposits                                             426           452
                                                     -----         -----

     Net interest income                               372           383

Provision for losses on loans                         --              11
                                                     -----         -----

     Net interest income after provision for
       losses on loans                                 372           372

Other operating income                                   2             2

General, administrative and other expense
   Employee compensation and benefits                  142           126
   Occupancy and equipment                              26            27
   Federal deposit insurance premiums                   22            22
   Franchise taxes                                      24            27
   Other operating                                      48            46
                                                     -----         -----
     Total general, administrative and
       other expense                                   262           248

        Earnings before income taxes                   112           126

Federal income taxes
   Current                                             (29)           79
   Deferred                                             67           (33)
                                                     -----         -----
     Total federal income taxes                         38            46
                                                     -----         -----
        Net Earnings                                 $  74         $  80
                                                     =====         =====



                                      -4-
<PAGE>

<TABLE>

                     The Market Building and Saving Company

                            STATEMENTS OF CASH FLOWS


                                                                        Three months ended December 31,
                                                                              1996           1995
                                                                            --------       --------
                                                                                (In thousands)
<S>                                                                         <C>             <C>  
Cash flows from operating activities:
  Net earnings for the period                                               $    74         $  80
  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                                         (17)           (6)
  Depreciation and amortization                                                   8            10
  Amortization of deferred loan origination fees                                 (6)          (11)
  Provision for losses on loans                                                --              11
  Federal Home Loan Bank stock dividends                                         (6)           (6)
  Increase (decrease) in cash due to changes in:
    Accrued interest receivable                                                   4           (26)
    Accrued interest payable                                                     25            34
    Prepaid expenses and other assets                                           (29)           54
    Other liabilities                                                          (265)            9
    Federal income taxes
      Current                                                                   (29)           49
      Deferred                                                                   67           (33)
                                                                            -------         -----
        Net cash provided by (used in) operating activities                    (174)          165

Cash flows provided by (used in) investing activities:
  Principal repayments on mortgage-backed securities                             54           163
  Proceeds from maturity of investment securities                             1,200           600
  Loan disbursements                                                         (2,166)         (722)
  Principal repayments on loans                                                 529           574
  Purchase of investment securities designated as held to maturity             (500)         (968)
  Purchase of office equipment                                                   (2)          (14)
  Decrease in certificates of deposits in other financial
   institutions - net                                                           500           300
                                                                            -------         -----
        Net cash used in investing activities                                  (385)          (67)

Cash flows provided by (used in) financing activities:
   Net increase (decrease) in deposits                                          143          (114)
   Advances by borrowers for taxes and insurance                                 45            48
                                                                            -------         -----
        Net cash provided by (used in) financing activities                     188           (66)
                                                                            -------         -----
        Net increase (decrease) in cash and cash equivalents
          (balance carried forward)                                            (371)           32
                                                                            -------         -----

</TABLE>


                                      -5-
<PAGE>

<TABLE>
                     The Market Building and Saving Company

                            STATEMENTS OF CASH FLOWS


                                                             Three months ended December 31,
                                                                  1996           1995
                                                                --------       --------
                                                                     (In thousands)

<S>                                                              <C>             <C>   
       Net increase (decrease) in cash and cash equivalents
       (balance brought forward)                                 $  (371)        $   32

Cash and cash equivalents at beginning of period                   4,082          4,013
                                                                 -------         ------

Cash and cash equivalents at end of period                       $ 3,711         $4,045
                                                                 =======         ======

Supplemental disclosure of cash flow information:
   Cash paid during the period for:
     Federal income taxes                                        $  --           $   39
                                                                 =======         ======

     Interest on deposits                                        $   401         $  418
                                                                 =======         ======

Supplemental disclosure of noncash investing activities:

    Unrealized gain on securities designated as available
       for sale, net of related tax effects                      $    61         $  134
                                                                 =======         ======

The accompanying notes are an integral part of these statements.

</TABLE>

                                      -6-
<PAGE>


                          NOTES TO FINANCIAL STATEMENTS

                     THE MARKET BUILDING AND SAVING COMPANY

                        For the three-month periods ended
                           December 31, 1996 and 1995


1.       Basis of Presentation

     The accompanying unaudited 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  financial  statements  and notes  thereto  of The  Market
Building and Saving Company for the year ended September 30, 1996.  However,  in
the opinion of management,  all adjustments (consisting of only normal recurring
accruals) which are necessary for fair presentation of the financial  statements
have been included.  The results of operations for the three month periods ended
December 31, 1996 and 1995 are not  necessarily  indicative of the results which
may be expected for an entire fiscal year.

     The accompanying  financial  statements  include the accounts of The Market
Building  and Saving  Company (the  "Association").  The  Association  is in the
process of converting to a stock association. Upon completion of the conversion,
the  Association  will  become a wholly-owned  subsidiary  of  Market  Financial
Corporation ("MFC").

2.       Effects of Recent Accounting Pronouncements

     In May  1995,  the  FASB  issued  SFAS No.  122  "Accounting  for  Mortgage
Servicing  Rights,"  which requires that the  Association  recognize as separate
assets  rights to service  mortgage  loans for others,  regardless  of how those
servicing rights are acquired.  An institution that acquires mortgage  servicing
rights  through  either the purchase or  origination of mortgage loans and sells
those loans with  servicing  rights  retained would allocate some of the cost of
the  loans  to the  mortgage  servicing  rights.  SFAS  No.  122  requires  that
securitizations  of mortgage  loans be accounted for as sales of mortgage  loans
and  acquisition  of  mortgage-backed  securities.  Additionally,  SFAS No.  122
requires that  capitalized  mortgage  servicing  rights and  capitalized  excess
servicing  receivables be assessed for impairment.  Impairment is measured based
on fair value.  SFAS No. 122 was  effective  for fiscal  years  beginning  after
December 15, 1995 (October 1, 1996, as to the  Association),  to transactions in
which an entity acquires mortgage servicing rights and to impairment evaluations
of all capitalized  mortgage  servicing rights and capitalized  excess servicing
receivables  whenever  acquired.  Retroactive  application  is  prohibited,  and
earlier  adoption  is  encouraged.  Management  adopted  SFAS No. 122  effective
October 1, 1996,  as  required,  without  material  effect on the  Association's
financial position or results of operations.


                                      -7-
<PAGE>


                          NOTES TO FINANCIAL STATEMENTS

                     THE MARKET BUILDING AND SAVING COMPANY

                        For the three-month periods ended
                           December 31, 1996 and 1995


     In October 1995, the FASB issued SFAS No. 123,  "Accounting for Stock-Based
Compensation,"  establishing  financial  accounting and reporting  standards for
stock-based employee compensation plans. SFAS No. 123 encourages all entities to
adopt a new  method  of  accounting  to  measure  the  compensation  cost of all
employee stock compensation plans based on the estimated fair value of the award
at the date it is  granted.  Companies  are,  however,  allowed to  continue  to
measure compensation cost for those plans using the intrinsic value based method
of  accounting,   which  generally  does  not  result  in  compensation  expense
recognition  for most plans.  Companies  that elect to remain with the  existing
accounting  are required to disclose in a footnote to the  financial  statements
pro forma net earnings and, if presented, earnings per share, as if SFAS No. 123
had been adopted. The accounting  requirements of SFAS No. 123 are effective for
transactions  entered  into during  fiscal  years that begin after  December 15,
1995; however, companies are required to disclose information for awards granted
in their first fiscal year  beginning  after  December 15, 1994.  Management has
determined  that MFC will  continue  to  account  for  stock-based  compensation
pursuant to  Accounting  Principles  Board  Opinion No. 25, and  therefore,  the
disclosure  provisions  of SFAS No. 123 will have no effect on its  consolidated
financial condition or results of operations.

     In June 1996,  the FASB issued SFAS No. 125,  "Accounting  for Transfers of
Financial  Assets,  Servicing Rights and  Extinguishment  of Liabilities,"  that
provides  accounting  guidance on transfers of  financial  assets,  servicing of
financial assets and  extinguishment of liabilities.  SFAS No. 125 introduces an
approach to accounting  for transfers of financial  assets that provides a means
of dealing with more complex transactions in which the seller disposes of only a
partial  interest in the assets,  retains  rights or  obligations,  makes use of
special  purpose  entities  in the  transaction,  or  otherwise  has  continuing
involvement  with  the  transferred  assets.  The  new  accounting  method,  the
financial  components  approach,  provides  that  the  carrying  amount  of  the
financial assets transferred be allocated to components of the transaction based
on their relative fair values.  SFAS No. 125 provides  criteria for  determining
whether control of assets has been relinquished and whether a sale has occurred.
If the transfer  does not qualify as a sale,  it is  accounted  for as a secured
borrowing. Transactions subject to the provisions of SFAS No. 125 include, among
others, transfers involving repurchase agreements,  securitizations of financial
assets, loan participations, factoring arrangements and transfers of receivables
with recourse.

     An institution  that undertakes an obligation to service  financial  assets
recognizes  either a servicing  asset or liability  for the  servicing  contract
(unless related to a securitization  of assets,  and all the securitized  assets
are retained and classified as held-to maturity). A servicing asset or liability
that is  purchased  or  assumed  is  initially  recognized  at its  fair  value.
Servicing  assets and  liabilities  are  amortized in proportion to and over the
period of estimated net servicing  income or net servicing  loss and are subject
to subsequent assessments for impairment based on fair value.

     SFAS No. 125 provides  that a liability  is removed from the balance  sheet
only if the debtor  either pays the creditor and is relieved of its  obligations
for the liability or is legally  released from being the primary  obligor.  SFAS
No. 125 supersedes  SFAS No. 122 and is effective for transfers and servicing of
financial assets and extinguishment of liabilities  occurring after December 31,
1997, and is to be applied prospectively.  Earlier or retroactive application is
not  permitted.  Management  does not believe  that the adoption of SFAS No. 125
will have a material adverse effect on the Association's  financial  position or
results of operations.


                                      -8-
<PAGE>


                          NOTES TO FINANCIAL STATEMENTS

                     THE MARKET BUILDING AND SAVING COMPANY

                        For the three-month periods ended
                           December 31, 1996 and 1995

3.       Consummation of the Conversion to a Stock Savings and Loan Association

     On April 16, 1996,  the Board of Directors of the  Association  unanimously
adopted a Plan of Conversion to convert the  Association  from a mutual  savings
and loan  association  under Ohio law to a stock  savings  and loan  association
under  Ohio law with  the  concurrent  formation  of a newly  chartered  holding
company,  MFC. The  conversion  will be  accomplished  through  amendment of the
Association's  Articles of Incorporation  and Constitution and the sale of MFC's
common  shares  in an  amount  equal  to  the  pro  forma  market  value  of the
Association  after giving effect to the conversion.  A subscription  offering of
the  shares  of MFC's to the  Association's  members  and to an  employee  stock
benefit plan is being conducted.

     At the time of  conversion,  the  Association  will establish a liquidation
account in an amount equal to its  regulatory  capital as of September 30, 1996.
The  liquidation  account  will  be  maintained  for  the  benefit  of  eligible
depositors who continue to maintain their accounts at the Association  after the
conversion.  The  liquidation  account  will be reduced  annually  to the extent
eligible depositors have reduced their qualifying deposits. Subsequent increases
will not  restore an  eligible  account  holder's  interest  in the  liquidation
account.  In the event of complete  liquidation,  and only in such  event,  each
eligible  depositor  will  be  entitled  to  receive  a  distribution  from  the
liquidation  account  in  an  amount   proportionate  to  the  current  adjusted
qualifying  balances  for  accounts  then  held.  The  Association  may  not pay
dividends that would reduce  shareholders' equity below the required liquidation
account balance.

     Under OTS  regulations,  limitations  have  been  imposed  on all  "capital
distributions", including cash dividends by savings institutions. The regulation
establishes a three-tiered system of restrictions, with the greatest flexibility
afforded  to  thrifts  which  are  both  well-capitalized  and  given  favorable
qualitative examination ratings by the OTS.

     Conversion  costs are being deferred and will be deducted from the proceeds
of the shares sold in the  conversion.  If the conversion is not completed,  all
costs  will be  charged  to  expense.  As of  December  31,  1996,  $199,000  of
conversion costs had been deferred.

4.       Pending Legislative Changes

     Congress has enacted  legislation that would merge the Savings  Association
Insurance  Fund (the "SAIF") and the Bank  Insurance Fund (the "BIF") on January
1, 1999. The  legislation  currently  provides for the elimination of the thrift
charter or separate thrift  regulation  under federal law prior to the merger of
the deposit  insurance  funds. The Association then might be regulated as a bank
under federal law and subject to the more restrictive activity limits imposed on
national banks.


                                      -9-
<PAGE>



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

                     THE MARKET BUILDING AND SAVING COMPANY


Discussion of Financial Condition Changes from September 30, 1996 to
December 31, 1996


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,  the Association'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 the Association'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, the adequacy of collateral on nonperforming  loans,  legislative  changes
with respect to the federal thrift charter and the effect of certain  accounting
pronouncements.

     The Association's assets at December 31, 1996, totaled  approximately $45.7
million, a $182,000, or .40%, increase over the $45.5 million total at September
30, 1996. The increase was funded through growth in deposits.

     Liquid  assets  (cash and cash  equivalents,  certificates  of deposit  and
investment securities) totaled $19.4 million at December 31, 1996, a decrease of
$1.5 million  from the total at  September  30,  1996.  This  decrease  resulted
primarily  from the use of liquid  assets to fund loan  originations  during the
quarter ended December 31, 1996. Repayments from mortgage-backed  securities and
an increase in deposits also  provided  funds for the growth in loans during the
year.

     Loans receivable totaled $23.6 million at December 31, 1996, an increase of
$1.6 million, or 7.5%, from September 30, 1996. This increase resulted primarily
from loan originations of $2.2 million,  which exceeded principal  repayments of
$529,000.  The  Association's  allowance  for loan  losses  totaled  $52,000  at
December 31, 1996,  and September 30, 1996. The allowance  represented  .22% and
 .24% of total loans at December 31, 1996, and September 30, 1996.  Nonperforming
loans  totaled  $451,000  and  $139,000,  or 1.91% and .63% of total  loans,  at
December  31,  1996,  and  September  30,  1996,  respectively.  The increase of
$312,000 in nonperforming  loans was primarily  attributable to a nonresidential
real estate loan with an outstanding balance of $325,000.  Management  believes,
however,  that the  collateral on such property is adequate and  anticipates  no
losses on the property.

     Although management believes that its allowance for loan losses at December
31, 1996, 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 the  Association's  results of
operations.

     Deposits  totaled  $37.4  million at  December  31,  1996,  an  increase of
$143,000,  or .4%,  from the  total  at  September  30,  1996.  Demand  accounts
decreased by approximately  $471,000 while  certificates of deposit increased by
$614,000  during the quarter  ended  December  31,  1996.  At December 31, 1996,
certificates  of deposit that will mature within one year accounted for 41.3% of
the Association's deposit liabilities.

     The Association 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 retained  earnings 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 3% of  adjusted  total  assets,  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 December 31,
1996, the Association's tangible and core capital totaled $7.1 million, or 15.9%
of adjusted total assets,  which exceeded the minimum  requirements  of $674,000
and $1.3 million by $6.5 million and $5.8 million,  respectively. As of December
31, 1996, the  Association's  risk-based  capital was $7.2 million,  or 45.9% of
risk-weighted assets, exceeding the minimum requirement by $5.9 million.

Comparison of Operating Results for the Three-Month Periods Ended
December 31, 1996 and 1995

General

     Net earnings  totaled $74,000 for the three months ended December 31, 1996,
a $6,000,  or 7.5%,  decrease from the $80,000 of net earnings  recorded for the
three  months  ended  December  31,  1995.  The  decrease in  earnings  resulted
primarily from a $14,000 increase in general,  administrative  and other expense
and an $11,000 decrease in net interest  income,  which were partially offset by
an $11,000  decrease in the provision for losses on loans and an $8,000 decrease
in the provision for federal income taxes.

Net Interest Income

     Interest income  decreased by $37,000,  or 4.4%, for the three months ended
December 31, 1996,  compared to the three  months ended  December 31, 1995.  The
decrease resulted  primarily from a decrease in the weighted average balances of

                                      -10-
<PAGE>


loans outstanding  during the period.  Interest expense on deposits decreased by
$26,000,  or 5.8%, due primarily to a decrease in the deposit portfolio,  as the
preponderance  of loan  growth in 1996  occurred  during the third  month of the
quarter  coupled  with a decrease in the cost of deposits.  Net interest  income
decreased by $11,000,  or 2.9%,  for the three  months ended  December 31, 1996,
compared to the same quarter in 1995.

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 the  Association,  the
status of past due principal and interest payments, general economic conditions,
particularly as such  conditions  relate to the  Association's  market area, and
other factors related to the collectibility of the Association's loan portfolio.
As a result of such  analysis,  management  decided no additional  provision for
losses on loans was necessary  during the quarter ended December 31, 1996. There
can be no  assurance,  however,  that  the  allowance  for  loan  losses  of the
Association  will be adequate  to cover  losses on  nonperforming  assets in the
future.


Other Operating Income

     Other  operating  income,  primarily  service  fees  on  money  orders  and
travelers'  checks,  totaled  $2,000 for each of the  three-month  periods ended
December 31, 1996 and 1995.

General, Administrative and Other Expense

     General,  administrative  and other expense increased by $14,000,  or 5.6%,
for the quarter ended  December 31, 1996,  compared to the same quarter in 1995.
The increase resulted primarily from a $16,000,  or 12.7%,  increase in employee
compensation and benefits due to increased staffing and normal merit increases.

Federal Income Tax

     The provision for federal income taxes totaled $38,000 for the three months
ended  December 31,  1996,  compared to $46,000 for the same 1995  quarter.  The
$8,000, or 17.4%, reduction resulted from a $14,000, or 11%, decline in earnings
before taxes.  The effective tax rates were 33.9% and 36.5% for the three months
ended December 31, 1996 and 1995, respectively.



                                      -11-
<PAGE>



                                     PART II
                          MARKET FINANCIAL CORPORATION




Item 1.  Legal Proceedings

         Not applicable.

Item 2.  Changes in Securities

         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

         Not applicable.




                                      -12-
<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: March 27, 1997              By: /s/ John T. Larimer
                                      __________________________________________
                                      John T. Larimer, President and
                                      Chief Executive Officer


Date: March 27, 1997              By: /s/ Julie M. Bertsch
                                      __________________________________________
                                      Julie M. Bertsch, Chief Financial Officer