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 MARCH 31, 1999

                                       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. 000-22255

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

 
            Ohio                                               31-0462464
(State or other jurisdiction of                             (I.R.S. Employer
incorporation of organization)                           Identification Number)

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

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   X                                                    No        

As of May 11, 1999, the latest practicable date,  1,290,225 common shares of the
registrant, no par value, were issued and outstanding.




                                  Page 1 of 15

<PAGE>



                                      INDEX

                          MARKET FINANCIAL CORPORATION

                                                                         Page
PART I  - FINANCIAL INFORMATION

            Consolidated Statements of Financial Condition                   3
            Consolidated Statements of Earnings                              4
            Consolidated Statements of Other 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                           10

PART II - OTHER INFORMATION                                                 14

SIGNATURES                                                                  15























                                  Page 2 of 15
<PAGE>

<TABLE>

                          Market Financial Corporation
<CAPTION>

                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                        (In thousands, except share data)



                                                                                      March 31,         September 30,
                                                                                           1999                 1998
<S>                                                                                      <C>                   <C>
ASSETS
Cash and due from banks                                                                 $   497              $   615
Federal funds sold                                                                        4,121                4,493
Interest-bearing deposits in other financial institutions                                   765                  273
                                                                                         ------               ------
          Cash and cash equivalents                                                       5,383                5,381

Certificates of deposit in other financial institutions                                   1,790                3,790
Investment securities held to maturity - at amortized cost, approximate
   market value of $11,276 and $9,394 at March 31, 1999 and September 30, 1998           11,300                9,300
Investment securities designated as available for sale - at market                        1,230                1,448
Mortgage-backed securities - at cost, approximate market value of $794 and
   $902 at March 31, 1999 and September 30, 1998                                            741                  859
Loans receivable - net                                                                   33,364               32,816
Office premises and equipment - at depreciated cost                                         563                  127
Federal Home Loan Bank stock - at cost                                                      433                  419
Accrued interest receivable                                                                 334                  319
Prepaid expenses and other assets                                                           114                  149
                                                                                         ------               ------
          Total assets                                                                  $55,252              $54,608
                                                                                         ======               ======

Liabilities and SHAREHOLDERS' EQUITY
Deposits                                                                                $39,354              $37,745
Other borrowed money                                                                          -                  725
Advances by borrowers for taxes and insurance                                                57                   57
Accrued interest payable                                                                    111                   95
Other liabilities                                                                           149                  175
Accrued federal income taxes                                                                207                   18
Deferred federal income taxes                                                               559                  715
                                                                                         ------               ------
          Total liabilities                                                              40,437               39,530
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                                                             8,199                8,191
   Retained earnings - substantially restricted                                           7,937                7,650
   Shares acquired by Employee Stock Ownership Plan (ESOP)                               (1,603)              (1,700)
   Treasury stock - 45,500 shares at March 31, 1999 - at cost                              (516)                   -
   Unrealized gain on securities designated as available for sale,
    net of related tax effects                                                              798                  937
                                                                                         ------               ------
          Total shareholders' equity                                                     14,815               15,078
                                                                                         ------               ------
          Total liabilities and shareholders' equity                                    $55,252              $54,608
                                                                                         ======               ======

</TABLE>


                                  Page 3 of 15

<PAGE>

<TABLE>

                          Market Financial Corporation
<CAPTION>

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


                                                       Six months ended              Three months ended 
                                                            March 31,                      March 31, 
                                                     1999             1998            1999          1998
<S>                                                   <C>            <C>               <C>          <C>
Interest income
  Loans                                              $1,307         $1,146             $665         $590
  Mortgage-backed securities                             36             56               17           27
  Investment securities                                 300            521              136          252
  Interest-bearing deposits and other                   211            258               92          126
                                                      -----          -----              ---          ---
    Total interest income                             1,854          1,981              910          995

Interest expense
  Deposits                                              903            844              443          417
  Borrowings                                             22              -                6            -
                                                      -----          -----              ---          ---
    Total interest expense                              925            844              449          417
                                                      -----          -----              ---          ---
     Net interest income                                929          1,137              461          578

Other income
  Gain on sale of investments                           463              -              463            -
  Other operating income                                  6              4                3            2
                                                      -----          -----              ---          ---
    Total other income                                  469              4              466            2

General, administrative and other expense
   Employee compensation and benefits                   379            412              190          195
   Occupancy and equipment                               61             64               34           33
   Federal deposit insurance premiums                    11             13                6            7
   Franchise taxes                                      104             87               49           66
   Other operating                                      126            120               52           57
                                                      -----          -----              ---          ---
     Total general, administrative and                                                          
       other expense                                    681            696              331          358
                                                      -----          -----              ---          ---

        Earnings before income taxes                    717            445              596          222

Federal income taxes
   Current                                              321            156              246           34
   Deferred                                             (77)            (5)             (43)          41
                                                      -----          -----              ---          ---
      Total federal income taxes                        244            151              203           75
                                                      -----          -----              ---          ---

        Net Earnings                                 $  473         $  294             $393         $147
                                                      =====          =====              ===          ===

        Earnings per share
              Basic                                    $.39           $.24             $.33         $.12
                                                        ===            ===              ===          ===
              Diluted                                  $.39           $.24             $.33         $.12
                                                        ===            ===              ===          ===
</TABLE>




                                  Page 4 of 15


<PAGE>

<TABLE>

<CAPTION>
                          Market Financial Corporation

                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                                 (In thousands)


                                                        For the six months             For the three months
                                                          ended March 31,                  ended March 31,
                                                      1999             1998              1999          1998

<S>                                                    <C>              <C>               <C>           <C>
Net earnings                                          $473             $294              $393           $147
Other comprehensive income, net of tax:
     Unrealized holding gains (losses) on
       securities during the period                    167              235              (118)           106
     Reclassification adjustment for
       realized gains included in earnings            (306)               -              (306)             -
                                                       ---              ---               ---            ---
Comprehensive income (loss)                           $334             $529              $(31)          $253
                                                       ===              ===               ===            ===


</TABLE>































                                  Page 5 of 15
<PAGE>


<TABLE>

                          Market Financial Corporation
<CAPTION>

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)


                                                                              Six months ended March 31,
                                                                                1999               1998

<S>                                                                            <C>                 <C>
Cash flows from operating activities:
  Net earnings for the period                                                 $  473             $  294
  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                 (2)
  Depreciation and amortization                                                   16                 17
  Amortization of deferred loan origination fees                                  (2)                (4)
  Amortization of expense related to stock benefit plans                         105                132
  Federal Home Loan Bank stock dividends                                         (14)               (14)
  Increase (decrease) in cash due to changes in:
    Accrued interest receivable                                                  (15)                69
    Accrued interest payable                                                      16                 18
    Prepaid expenses and other assets                                             35                (93)
    Other liabilities                                                            (26)               (60)
    Federal income taxes
      Current                                                                    189                 (4)
      Deferred                                                                   (77)                (5)
                                                                               -----              -----
        Net cash provided by operating activities                                701                348
Cash flows provided by (used in) investing activities:
  Principal repayments on mortgage-backed securities                             117                 45
  Proceeds from maturity of investment securities                              4,000              5,660
  Loan disbursements                                                          (5,748)            (6,603)
  Principal repayments on loans                                                5,202              2,848
  Purchase of investment securities designated as held to maturity            (6,000)            (2,600)
  Purchase of office equipment                                                  (452)                (9)
  Decrease in certificates of deposits in other financial
   institutions - net                                                          2,000              1,650
                                                                               -----              -----
        Net cash provided by (used in) investing activities                     (881)               991

Cash flows provided by (used in) financing activities:
   Net increase in deposits                                                    1,609              1,084
   Advances by borrowers for taxes and insurance                                   -                  8
   Proceeds from other borrowed money                                            180                  -
   Repayment of other borrowed money                                            (905)                 -
   Purchase of treasury stock                                                   (516)                 -
   Dividends paid on common stock                                               (186)              (187)
                                                                               -----              -----
        Net cash provided by financing activities                                182                905
                                                                                                  -----
        Net increase in cash and cash equivalents (balance carried
          forward)                                                                 2              2,244
                                                                               -----              -----
</TABLE>



                                  Page 6 of 15

<PAGE>

<TABLE>

                          Market Financial Corporation
<CAPTION>

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)


                                                                             Six months ended March 31,
                                                                               1999               1998

<S>                                                                             <C>                <C>
        Net increase in cash and cash equivalents
           (balance brought forward)                                          $    2             $2,244

Cash and cash equivalents at beginning of period                               5,381              2,248
                                                                               -----              -----

Cash and cash equivalents at end of period                                    $5,383             $4,492
                                                                               =====              =====

Supplemental  disclosure of cash flow  information:
  Cash paid during the period for:
     Federal income taxes                                                     $  153             $  180
                                                                               =====              =====

     Interest on deposits and borrowings                                      $  909             $  826
                                                                               =====              =====

Supplemental disclosure of noncash investing activities:
    Unrealized gain on securities designated as available for sale,
       net of related tax effects                                             $  167             $  235
                                                                               =====              =====

</TABLE>




























                                  Page 7 of 15

<PAGE>


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                          MARKET FINANCIAL CORPORATION

                         For the six month periods ended
                             March 31, 1999 and 1998

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,  1998.  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 six month periods
ended  March 31,  1999 and 1998 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 the Market Bank ("Market").  All significant  intercompany items have
been eliminated.

3.       Effects of Recent Accounting Pronouncements

         In June 1996,  the Financial  Accounting  Standards  Board (the "FASB")
issued Statement of Financial  Accounting Standards ("SFAS") No. 130, "Reporting
Comprehensive  Income."  SFAS No. 130  established  standards  for reporting and
display of comprehensive income and its components (revenue, expenses, gains and
losses)  in a full set of  general-purpose  financial  statements.  SFAS No. 130
requires  that all items that are  required to be  recognized  under  accounting
standards  as  components  of  comprehensive  income be  reported in a financial
statement  that is  displayed  with  the  same  prominence  as  other  financial
statements.  It does not require a specific format for that financial  statement
but  requires  that  an  enterprise   display  an  amount   representing   total
comprehensive income for the period in the financial statement.

         SFAS No. 130 requires  that an enterprise  (a) classify  items of other
comprehensive  income by their nature in a financial  statement  and (b) display
the accumulated balance of other  comprehensive  income separately from retained
earnings and additional  paid-in  capital.  SFAS No. 130 is effective for fiscal
years  beginning  after  December  15,  1997.   Reclassification   of  financial
statements  for earlier  periods is  required.  Management  adopted SFAS No. 130
effective  October  1,  1998,  as  required,  without  material  effect on MFC's
consolidated financial statements.

         In June 1997, the FASB issued SFAS No. 131," Disclosures about Segments
of an Enterprise and Related  Information."  SFAS No. 131 significantly  changes
the way that public  business  enterprises  report  information  about operating
segments in annual  financial  statements  and requires  that those  enterprises
report  selected  information  about  reportable  segments in interim  financial
reports  issued to  shareholders.  It also  establishes  standards  for  related
disclosures  about products and services,  geographic areas and major customers.
SFAS No. 131 uses a "management  approach" to disclose financial and descriptive
information  about the way that  management  organizes  the segments  within the
enterprise for making operating  decisions and assessing  information.  For many
enterprises,  the management  approach will likely result in more segments being
reported. In addition,  SFAS No. 131 requires  significantly more information to
be disclosed for each  reportable  segment than is presently  being  reported in
annual  financial  statements  and also requires that  selected  information  be
reported in interim financial  statements.  SFAS No. 131 is effective for fiscal
years  beginning  after  December  15,  1997.  Management  adopted  SFAS No. 131
effective  October  1,  1998,  as  required,  without  material  effect on MFC's
consolidated financial statements.

         In June 1998, the FASB issued 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.


                                  Page 8 of 15

<PAGE>
         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 is  effective  for fiscal years  beginning  after June 15,
1999.  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.       Pending Legislative Changes

         The  deposit  accounts  of Market and other  savings  associations  are
insured  up to  applicable  limits  by the  FDIC  in the  SAIF.  Legislation  to
recapitalize  the SAIF was  enacted on  September  30,  1996.  Such  legislation
provided that the SAIF will be merged into the Bank  Insurance Fund if there are
no remaining  federal savings  associations.  Such legislation also requires the
Department  of Treasury to submit a report to Congress on the  development  of a
common charter for all financial institutions.

         Pursuant to such  legislation,  Congress  may  eliminate  the OTS,  and
Market may be regulated under federal law as a bank or may be required to change
its charter.  Such change in regulation or charter would likely change the range
of activities in which Market may engage and would  probably  subject  Market to
more  regulation  by the FDIC.  In addition,  Market  might become  subject to a
different form of holding company regulation,  which may limit the activities in
which  MFC  may  engage,   and  subject  MFC  to  other  additional   regulatory
requirements,  including separate capital requirements. At this time, MFC cannot
predict when or whether Congress may actually pass  legislation  regarding MFC's
and Market's regulatory  requirements or charter.  Although such legislation may
change  the  activities  in which  either MFC or Market  may  engage,  it is not
anticipated  that the  current  activities  of  either  MFC and  Market  will be
materially affected by those activity limits.

5.       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 95,863 and 84,096  unallocated  ESOP shares,
totaled 1,214,681 and 1,227,223 shares for the three month and six month periods
ended March 31, 1999.  Weighted average common shares  outstanding,  which gives
effect to 95,683 unallocated ESOP shares, totaled 1,239,862 shares for the three
month and six month periods ended March 31, 1998.  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  1,214,681  and 1,227,223 for the three and six month periods
ended March 31, 1999,  and 1,239,862 for each of the three and six month periods
ended March 31, 1998.  Options to purchase 113,526 shares of common stock with a
weighted-average  exercise  price of $13.50 were  outstanding at March 31, 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 9 of 15

<PAGE>


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

                          MARKET FINANCIAL CORPORATION

                    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, the adequacy of collateral on  nonperforming  loans, the effect
of the year 2000 on information  technology  systems,  legislative  changes with
respect to the  federal  thrift  charter  and the  effect of certain  accounting
pronouncements.

Discussion of Financial Condition Changes from September 30, 1998 to March 31,
1999

         MFC's assets at March 31, 1999, totaled  approximately $55.3 million, a
$644,000,  or 1.2%, increase over the $54.6 million total at September 30, 1998.
The  increase  was funded  through  growth in deposits  and net earnings for the
quarter, including gains on securities designated as available for sale.

         Liquid assets (cash and cash  equivalents,  certificates of deposit and
investment  securities)  totaled  $19.7 million at March 31, 1999, a decrease of
$216,000 from the total at September 30, 1998.  Net proceeds from the decline in
liquid assets were used to fund loan originations.

         Loans  receivable  totaled $33.4 million at March 31, 1999, an increase
of $548,000,  or 1.7%, over September 30, 1998. This increase resulted primarily
from loan originations of $5.7 million,  which exceeded principal  repayments of
$5.2 million.  Market's  allowance for loan losses totaled $52,000 at both March
31, 1999 and September 30, 1998. The allowance  represented  .16% of total loans
at March 31, 1999 and September 30, 1998.  Nonperforming  loans totaled $144,000
and $171,000,  or .43% and .52% of total loans,  at March 31, 1999 and September
30, 1998, respectively.

         Although  management  believes  that its  allowance  for loan losses at
March 31, 1999, 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.

         Deposits  totaled  $39.4 million at March 31, 1999, an increase of $1.6
million,  or 4.3%,  over the  total  at  September  30,  1998.  Demand  accounts
increased by approximately  $1.1 million,  and certificates of deposit increased
by  $505,000  during  the  period  ended  March 31,  1999.  At March  31,  1999,
certificates  of deposit that will mature within one year accounted for 54.2% of
Market's deposit  liabilities.  Proceeds from the increase in deposits were used
to fund loan  originations,  purchase  office  premises and repay other borrowed
money.

         Shareholders equity totaled $14.8 million at March 31, 1999, a decrease
of $263,000, or 1.7%, from September 30, 1998. The decrease was due primarily to
a purchase of 45,500 treasury shares totaling  $516,000,  coupled with dividends
paid of $186,000, which were partially offset by net earnings of $473,000.

         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 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 March 31, 1999,
Market's  tangible and core capital totaled $13.9 million,  or 25.1% of adjusted
total  assets,  which  exceeded  the minimum  requirements  of $829,000 and $1.7
million, by $13.1 million and $12.2 million, respectively. As of March 31, 1999,


                                 Page 10 of 15

<PAGE>

Market's risk-based capital was $13.9 million, or 36.2% of risk-weighted assets,
exceeding the minimum requirement by $12.0 million.

Comparison of Operating Results for the Three-Month Periods Ended March 31, 1999
and 1998

General

         Net  earnings  totaled  $393,000  for the three  months ended March 31,
1999, a $246,000, or 167.3%, increase from the $147,000 of net earnings recorded
for the three  months ended March 31,  1998.  The increase in earnings  resulted
primarily from a $464,000 increase in other income primarily from a gain on sale
of investment  securities,  which was partially offset by a $117,000 decrease in
net interest income and a $128,000  increase in the provision for federal income
taxes.

Net Interest Income

         Interest  income  decreased by $85,000,  or 8.5%,  for the three months
ended March 31, 1999,  compared to the three  months  ended March 31, 1998.  The
decrease  resulted  primarily from a decrease in the weighted average balance of
investment  securities  outstanding  following  the payment of the $4.7  million
distribution  to  shareholders  in April  1998.  Interest  expense  on  deposits
increased  by $26,000,  or 6.2%,  due  primarily  to an increase in the weighted
average  balance of deposits,  which was slightly  offset with a decrease in the
cost of deposits.  Net interest income decreased by $117,000,  or 20.2%, for the
three months ended March 31, 1999, compared to the same quarter in 1998.

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 March 31, 1999.  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.

         The foregoing  statement is a  "forward-looking"  statement  within the
meaning of Section 27A of the  Securities  Act of 1933, as amended,  and Section
21E of the  Securities  Exchange  Act of 1934,  as amended.  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 uncertain  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 income increased to $466,000 for the quarter ended March 31, 1999, as
compared to $2,000 for the 1998 quarter primarily due to a $463,000 gain on sale
of investment securities designated as available for sale.

     Other  operating  income,  primarily  service  fees  on  money  orders  and
travelers' checks,  totaled $3,000 and $2,000 for the three-month  periods ended
March 31, 1999 and 1998, respectively.

General, Administrative and Other Expense

         General,  administrative  and other expenses  decreased by $27,000,  or
7.5%,  for the quarter  ended March 31,  1999,  compared to the same  quarter in
1998.  The decrease  resulted  primarily from a $17,000,  or 25.8%,  decrease in
franchise  taxes due to a decrease in  shareholders'  equity from a special cash
distribution to shareholders of $4.7 million paid in April 1998.




                                 Page 11 of 15

<PAGE>
Federal Income Tax

         The provision for federal  income taxes totaled  $203,000 for the three
months  ended March 31,  1999,  compared to $75,000  for the 1998  quarter.  The
$128,000 or 170.7%,  increase resulted from a $374,000,  or 168.5%,  increase in
earnings  before  taxes.  The  effective  tax rates were 34.1% and 33.8% for the
three months ended March 31, 1999 and 1998, respectively.

Comparison of Operating Results for the Six-Month Periods Ended March 31, 1999
and 1998

General

         Net earnings  totaled $473,000 for the six months ended March 31, 1999,
a $179,000,  or 60.9%,  increase over the $294,000 of net earnings  recorded for
the six months ended March 31, 1998. The increase in earnings resulted primarily
from a  $465,000  increase  in other  income,  which was  partially  offset by a
$208,000 decrease in net interest income and a $93,000 increase in the provision
for federal income taxes.

Net Interest Income

         Interest  income  decreased  by $127,000,  or 6.4%,  for the six months
ended March 31,  1999,  compared to the six months  ended  March 31,  1998.  The
decrease  resulted  primarily  from  a  decrease  in the  investment  securities
portfolio due to a $4.7 million special cash  distribution to shareholders  paid
in April 1998.  Interest expense on deposits  increased by $59,000,  or 7.0% due
primarily to an increase in the deposit portfolio. Net interest income decreased
by $208,000,  or 18.3%, for the six months ended March 31, 1999, compared to the
same period in 1998.

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 six months ended March 31, 1999. 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 increased to $469,000 for the six months ended March 31, 1999,
as compared to $4,000 for the 1998 period  primarily  due to a $463,000  gain on
sale of investment securities designated as available for sale.

     Other  operating  income,  primarily  service  fees  on  money  orders  and
travelers'  checks,  totaled  $6,000 and $4,000 for the six-month  periods ended
March 31, 1999 and 1998, respectively.

General, Administrative and Other Expense

         General,  administrative  and other  expense  decreased by $15,000,  or
2.2%,  for the six months ended March 31,  1999,  compared to the same period in
1998.  The decrease  resulted  primarily  from a $33,000,  or 8.0%,  decrease in
employee compensation and benefits due to employee turnover, which was partially
offset by normal  merit  increases  and  expenses  related to the stock  benefit
plans, which was partially offset by a $17,000, or 19.5%,  increase in franchise
taxes.

Federal Income Tax

         The  provision for federal  income taxes  totaled  $244,000 for the six
months ended March 31, 1999,  compared to $151,000 for the same 1998 period. The
$93,000,  or 61.6%,  increase  resulted from a $272,000,  or 61.1%,  increase in
earnings before taxes.  The effective tax rates were 34.0% and 33.9% for the six
months ended March 31, 1999 and 1998, respectively.



                                 Page 12 of 15

<PAGE>
Year 2000 Compliance Matters

         As with most providers of financial  services,  Market's operations are
heavily dependent on information  technology  systems.  Market is addressing the
potential  problems  associated  with the  possibility  that the computers  that
control or operate Market's information technology and infrastructure may not be
programmed to read four-digit date codes and, upon arrival of the year 2000, may
recognize the two-digit code "00" as the year 1900,  causing  systems to fail to
function or to generate erroneous data.

         Market has  appointed a Year 2000  Coordinator  who,  with  support and
oversight  from  management  and the Boards of Directors of both Market and MFC,
shall analyze the risk of potential  problems that might arise from the failures
of computers and  microprocessors  to recognize the Year 2000,  and to develop a
plan to  mitigate  such risks.  The Year 2000  Coordinator  submits  monthly and
quarterly  progress  reports to the Boards of  Directors.  The impact upon MFC's
results of  operation,  liquidity  and  capital  resources  will be  immaterial;
however, approximately $16,000 has been budgeted to ensure Year 2000 compliance.
Through March 1999, Year 2000 expenditures have totaled approximately $4,000.

         The Year 2000  Coordinator has determined  that the greatest  potential
impact  upon  Market  and MFC is the risk  related  to  vendors  used by Market,
particularly its data processing  service bureau.  STARCOM is the system used by
the service bureau (NCR) to process account data and generate necessary reports.
NCR has stated in its  October 31, 1998  Quarterly  Update  Letter (a "Year 2000
Readiness  Disclosure") that the STARCOM system is Year 2000 qualified per their
Year 2000 Qualification Requirements Definition document.

         Management  and the Boards of Directors of Market and MFC have reviewed
the reports  regarding Year 2000 testing  results to date and are in the process
of taking appropriate  remedial measures without material cost. No assurance can
be given,  however,  that  significant  expense  will not be  incurred in future
periods.  In the unlikely  event that Market is ultimately  required to purchase
replacement  computer  systems,  programs and  equipment,  or incur  substantial
expense to make  Market's  current  systems,  programs and  equipment  year 2000
compliant,  Market's  net earnings and  financial  condition  could be adversely
affected.

         The Year 2000  Coordinator  has written a  contingency  plan to provide
options  for the Boards of  Directors  and  management  in order to ensure  that
Market's core business  functions can continue to operate in the event of a Year
2000 problem.

         In addition  to possible  expense  related to its own  systems,  Market
could  incur  losses if loan  payments  are  delayed  due to year 2000  problems
affecting any major borrowers in Market's primary market area.  Because Market's
loan  portfolio is highly  diversified  with regard to individual  borrowers and
types of  businesses  and  Market's  primary  market  area is not  significantly
dependent upon one employer or industry,  Market does not expect any significant
or prolonged difficulties that will affect net earnings or cash flow.

         In addition, financial institutions may experience increases in problem
loans and credit losses in the event that borrowers fail to prepare properly for
Year 2000, and higher funding costs could result if consumers react to publicity
about the issue by withdrawing deposits.  MFC could also be materially adversely
affected if other third parties, such as governmental agencies, clearing houses,
telephone  companies,  utilities  and other  service  providers  fail to prepare
properly.  Market is therefore  attempting to assess these risks and take action
to minimize their effect.






                                 Page 13 of 15

<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 14 of 15
<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:  May 14,  1999                           By: /s/ John T. Larimer
     --------------------------                    ----------------------------
                                                   John T. Larimer
                                                   President and
                                                   Managing Officer



Date:  May 14, 1999                            By: /s/ Julie M. Bertsch
     -------------------------                     ----------------------------
                                                   Julie M. Bertsch
                                                   Chief Financial Officer

































                                 Page 15 of 15