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              March 31, 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 Identification No.)
incorporation or organization)

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

                                 (513) 521-9772
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                           (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:  May 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


                                                                                          March 31,       September 30,
                                                                                               2000                1999
         ASSETS                                                                        (In thousands, except share data)
<S>                                                                                        <C>                    <C>
Cash and due from banks                                                                     $   647             $   644
Federal funds sold                                                                              750               1,392
Interest-bearing deposits in other financial institutions                                       248                 255
                                                                                             ------              ------
         Cash and cash equivalents                                                            1,645               2,291

Certificates of deposit in other financial institutions                                         300                 290
Investment securities - at amortized cost, approximate market
value of $11,681 and $12,529 at March 31, 2000 and September 30, 1999                        12,090              12,800
Investment securities designated as available for sale - at market                              948               1,116
Mortgage-backed securities - at cost, approximate market value of  $1,899 and
  $2,067 at March 31, 2000 and September 30, 1999                                             1,919               2,047
Loans receivable - net                                                                       36,072              35,219
Office premises and equipment - at depreciated cost                                           1,385                 819
Federal Home Loan Bank stock - at cost                                                          465                 449
Accrued interest receivable                                                                     332                 320
Prepaid expenses and other assets                                                                95                 100
Prepaid Federal income taxes                                                                     29                   -
                                                                                             ------              ------
Total assets                                                                                $55,280             $55,451
                                                                                             ======              ======

         Liabilities and SHAREHOLDERS' EQUITY
Deposits                                                                                    $39,890             $39,907
Advances by borrowers for taxes and insurance                                                    62                  59
Accrued interest payable                                                                        108                  98
Other liabilities                                                                               170                 160
Accrued federal income taxes                                                                      -                  45
Deferred federal income taxes                                                                   527                 607
                                                                                             ------              ------
Total liabilities                                                                            40,757              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                                                                    8,187               8,187
Retained earnings - substantially restricted                                                  7,945               7,984
Shares acquired by stock benefit plans                                                       (1,383)             (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                                  612                 722
                                                                                             ------              ------
         Total shareholders' equity                                                          14,523              14,575
                                                                                             ------              ------
         Total liabilities and shareholders' equity                                         $55,280             $55,451
                                                                                             ======             =======
</TABLE>





                                  Page 3 of 13

<PAGE>


                          Market Financial Corporation
<TABLE>
<CAPTION>

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


                                                      Six months ended March 31,              Three months ended March 31,
                                                        2000           1999                      2000              1999
<S>                                                    <C>            <C>                       <C>                <C>
Interest income
Loans                                                 $1,358         $1,307                      $684              $665
Mortgage-backed securities                                75             36                        37                17
Investment securities                                    402            300                       196               136
Interest-bearing deposits and other                       58            211                        29                92
                                                       -----          -----                       ---               ---
Total interest income                                  1,893          1,854                       946               910

Interest expense
Deposits 898                                             903            444                       443
Borrowings                                                 -             22                         -                 6
                                                       -----          -----                       ---               ---
Total interest expense                                   898            925                       444               449
                                                       -----          -----                       ---               ---
Net interest income                                      995            929                       502               461

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

General, administrative and other expense
Employee compensation and benefits                       445            379                       224               190
Occupancy and equipment                                   68             61                        42                34
Federal deposit insurance premiums                         8             11                         2                 6
Franchise taxes                                           87            104                        41                49
Other operating                                          146            126                        75                52
                                                       -----          -----                       ---               ---
     Total general, administrative and
       other expense                                     754            681                       384               331
                                                       -----          -----                       ---               ---
        Earnings before income taxes                     247            717                       121               596
Federal income taxes
Current                                                  106            321                        44               246
Deferred                                                 (22)           (77)                       (3)              (43)
                                                       -----          -----                       ---               ---
Total federal income taxes                                84            244                        41               203
                                                       -----          -----                       ---               ---

Net Earnings                                          $  163         $  473                      $ 80              $393
                                                       =====          =====                       ===               ===

Earnings per share
Basic                                                   $.14           $.39                      $.07              $.33
                                                         ===            ===                       ===               ===
Diluted                                                 $.14           $.39                      $.07              $.33
                                                         ===            ===                       ===               ===

</TABLE>




                                  Page 4 of 13

<PAGE>


                          Market Financial Corporation
<TABLE>
<CAPTION>

                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                                 (In thousands)


                                                       For the six months                        For the three months
                                                          ended March 31,                          ended March 31,
                                                      2000               1999                  2000                1999
<S>                                                   <C>                  <C>                 <C>                 <C>
Net earnings                                          $163               $473                 $  80                $393
Other comprehensive income, net of tax:
Unrealized holding gains (losses) on
  securities during the period, net of
  tax of $(57), $86, $(21) and $(61)
  during the respective periods                       (110)               167                   (41)               (118)
Reclassification adjustment for
  realized gains included in earnings,
  net of tax of $(157) in each of the
  1999 periods                                           -               (306)                    -                (306)
                                                      ----                ---                   ---                 ---
Comprehensive income (loss)                           $ 53               $334                  $ 39                $(31)
                                                       ===                ===                   ===                 ===

Accumulated comprehensive income                      $612               $798                  $612                $798
                                                       ===                ===                   ===                 ===
</TABLE>


































                                  Page 5 of 13
<PAGE>



                          Market Financial Corporation
<TABLE>
<CAPTION>

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)

                                                                                          Six months ended March 31,
                                                                                      2000                         1999

<S>                                                                                   <C>                          <C>
Cash flows from operating activities:
Net earnings for the period                                                         $  163                       $  473
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                                                         13                           16
  Amortization of deferred loan origination fees                                        (2)                          (2)
  Amortization of expense related to stock benefit plans                                97                          105
  Federal Home Loan Bank stock dividends                                               (16)                         (14)
  Increase (decrease) in cash due to changes in:
    Accrued interest receivable                                                        (12)                         (15)
    Accrued interest payable                                                            10                           16
    Prepaid expenses and other assets                                                    5                           35
    Other liabilities                                                                   10                          (26)
    Federal income taxes
      Current                                                                          (74)                         189
      Deferred                                                                         (22)                         (77)
                                                                                     -----                        -----
         Net cash provided by operating activities                                     173                          701

Cash flows provided by (used in) investing activities:
  Principal repayments on mortgage-backed securities                                   127                          117
  Proceeds from maturity of investment securities                                    1,500                        4,000
  Loan disbursements                                                                (2,986)                      (5,748)
  Principal repayments on loans                                                      2,135                        5,202
  Purchase of investment securities designated as held to maturity                    (790)                      (6,000)
  Purchase of office equipment                                                        (579)                        (452)
  (Increase) decrease in certificates of deposits in other financial
    institutions - net                                                                 (10)                       2,000
                                                                                     -----                        -----
         Net cash used in investing activities                                        (603)                        (881)

Cash flows provided by (used in) financing activities:
  Net (decrease) increase in deposits                                                  (17)                       1,609
  Advances by borrowers for taxes and insurance                                          3                            -
  Proceeds from other borrowed money                                                     -                          180
  Repayment of other borrowed money                                                      -                         (905)
  Purchase of treasury stock                                                             -                         (516)
  Dividends paid on common stock                                                      (202)                        (186)
                                                                                     -----                        -----
         Net cash provided by (used in) financing activities                          (216)                         182
                                                                                     -----                        -----
         Net increase (decrease) in cash and cash equivalents
           (balance carried forward)                                                  (646)                           2
                                                                                     -----                        -----

</TABLE>




                                  Page 6 of 13
<PAGE>


                          Market Financial Corporation
<TABLE>
<CAPTION>

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)


                                                                                             Six months ended March 31,
                                                                                           2000                    1999

<S>                                                                                       <C>                      <C>
        Net increase (decrease) in cash and cash equivalents
           (balance   brought forward)                                                   $ (646)                 $    2

Cash and cash equivalents at beginning of period                                          2,291                   5,381
                                                                                          -----                   -----

Cash and cash equivalents at end of period                                               $1,645                  $5,383
                                                                                          =====                   =====

Supplemental  disclosure of cash flow  information:
  Cash paid during the period for:
    Federal income taxes                                                                 $  181                  $  153
                                                                                          =====                   =====

    Interest on deposits and borrowings                                                  $  888                  $  909
                                                                                          =====                   =====

Supplemental disclosure of noncash investing activities:
  Unrealized gain (loss) on securities designated as available for
    sale, net of related tax effects                                                     $ (110)                 $  167
                                                                                          =====                   =====
</TABLE>



















                                  Page 7 of 13
<PAGE>


                          MARKET FINANCIAL CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                         For the six month periods ended
                             March 31, 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 six month periods
ended March 31, 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,  the  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 1,214,681  shares for the three month periods ended March
31, 2000 and 1999,  respectively,  and 1,180,953 and 1,227,223 for the six month
periods ended March 31, 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 1,214,681 for the three months ended March 31,
2000 and 1999,  respectively,  and  1,180,953  and  1,227,233  for the six month
periods ended March 31, 2000 and 1999, respectively. Options to purchase 125,558
and 113,526  shares of common stock with a  weighted-average  exercise  price of
$9.6875 and $13.50 were  outstanding  at March 31, 2000 and 1999,  respectively,
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 March 31,
2000

         MFC's assets at March 31, 2000, totaled  approximately $55.3 million, a
$171,000,  or .3%,  decrease from the total at September 30, 1999.  The decrease
was  primarily  attributable  to a reduction of  unrealized  gains on securities
designated as available for sale.

         Liquid assets (cash and cash  equivalents,  certificates of deposit and
investment  securities)  totaled  $15.0 million at March 31, 2000, a decrease of
$1.5 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 six months ended
March 31, 2000.

         Loans  receivable  totaled $36.1 million at March 31, 2000, an increase
of $853,000,  or 2.4%, over September 30, 1999. This increase resulted primarily
from loan originations of $3.0 million,  which exceeded principal  repayments of
$2.1 million.  Market's  allowance for loan losses totaled $52,000 at both March
31, 2000,  and September 30, 1999.  The allowance  represented  .14% and .15% of
total  loans  at  March  31,  2000,   and  September  30,  1999,   respectively.
Nonperforming  loans totaled  $322,000 and  $119,000,  or .89% and .34% of total
loans, at March 31, 2000, and September 30, 1999, respectively.

         Although  management  believes  that its  allowance  for loan losses at
March 31, 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  $39.9  million  at March 31,  2000,  a  decrease  of
$17,000, or less than .1%, from the total at September 30, 1999. Demand accounts
decreased by approximately  $131,000,  and certificates of deposit  increased by
$114,000 during the period ended March 31, 2000. At March 31, 2000, certificates
of deposit  that will  mature  within one year  accounted  for 57.0% 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 March 31, 2000,  Market's tangible and core capital totaled $12.7 million, or
23.5% of adjusted  total  assets,  which  exceeded the minimum  requirements  of
$815,000 and $2.1 million, by $11.9 million and $10.6 million,  respectively. As
of March 31, 2000,  Market's  risk-based capital was $13.2 million,  or 47.7% 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 March 31, 2000
and 1999

General

         Net earnings totaled $80,000 for the three months ended March 31, 2000,
a $313,000,  or 79.6%,  decrease from the $393,000 of net earnings  recorded for
the three  months  ended March 31,  1999.  The  decrease  in  earnings  resulted
primarily from a $463,000 decrease in other income primarily from a gain on sale
of investment  securities in the prior quarter,  which was partially offset by a
$41,000 increase in net interest income and a $162,000 decrease in the provision
for federal income taxes.

Net Interest Income

         Interest  income  increased by $36,000,  or 4.0%,  for the three months
ended March 31, 2000,  compared to the three  months  ended March 31, 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 $1,000,  or .2%,  due  primarily  to an  increase in the
weighted  average balance of deposits,  which was partially offset by a decrease
in the cost of deposits.  Net interest income increased by $41,000, or 8.9%, for
the three months ended March 31, 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 March 31, 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 income  decreased to $3,000 for the quarter ended March 31, 2000,
compared to $466,000 for the 1999 quarter  primarily  due to a $463,000  gain on
sale of investment  securities  designated as available for sale during the 1999
quarter.

         Other  operating  income,  primarily  service  fees on money orders and
travelers'  checks,  totaled  $3,000 for each of the  three-month  periods ended
March 31, 2000 and 1999.

General, Administrative and Other Expense

         General,  administrative  and other expenses  increased by $53,000,  or
16.0%,  for the quarter  ended March 31,  2000,  compared to the same quarter in
1999.  The increase  resulted  primarily from a $34,000,  or 17.9%,  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 $23,000,  or 44.2%, due primarily to increased legal
fees and transfer agent fees at the holding company level.

Federal Income Tax

         The  provision for federal  income taxes totaled  $41,000 for the three
months ended March 31,  2000,  compared to $203,000  for the 1999  quarter.  The
$162,000 or 79.8%,  decrease  resulted  from a $475,000,  or 79.7%,  decrease in
earnings  before  taxes.  The  effective  tax rates were 33.9% and 34.1% for the
three months ended March 31, 2000 and 1999, respectively.


                                 Page 10 of 13
<PAGE>

Comparison of Operating  Results for the Six-Month  Periods Ended March 31, 2000
and 1999

General

         Net earnings  totaled $163,000 for the six months ended March 31, 2000,
a $310,000,  or 65.5%,  decrease from the $473,000 of net earnings  recorded for
the six months ended March 31, 1999. The decrease in earnings resulted primarily
from a  $463,000  decrease  in other  income,  which was  partially  offset by a
$66,000 increase in net interest income and a $160,000 decrease in the provision
for federal income taxes.

Net Interest Income

         Interest income increased by $39,000, or 2.1%, for the six months ended
March 31, 2000,  compared to the six months  ended March 31, 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 decreased
by $5,000, or .6% due primarily to an a decrease in the cost of deposits,  which
was partially offset by an increase in the weighted average balance of deposits.
Net  interest  income  increased by $66,000,  or 7.1%,  for the six months ended
March 31, 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 six months ended March 31, 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 $6,000 for the six months  ended March 31,
2000, compared to $469,000 for the 1999 period primarily due to the absence of a
$463,000 gain on sale of investment securities designated as available for sale.

         Other  operating  income,  primarily  service  fees on money orders and
travelers' checks,  totaled $6,000 for each of the six-month periods ended March
31, 2000 and 1999.

General, Administrative and Other Expense

         General,  administrative  and other  expense  increased by $73,000,  or
10.7%,  for the six months ended March 31, 2000,  compared to the same period in
1999.  The increase  resulted  primarily from a $66,000,  or 17.4%,  increase in
employee  compensation  and  benefits  due to  hiring  employees,  normal  merit
increases  and expenses  related to the stock  benefit  plans.  Other  operating
expense increased  $20,000,  or 15.9%, due primarily to increased legal fees and
transfer agent fees at the holding company level.

Federal Income Tax

         The  provision  for federal  income taxes  totaled  $84,000 for the six
months ended March 31, 2000,  compared to $244,000 for the same 1999 period. The
$160,000, or 65.5%,  decrease resulted from a $470,000,  or 65.6%,  reduction in
earnings  before  taxes.  The effective tax rates were 34.0% for each of the six
months ended March 31, 2000 and 1999.

Year 2000 Computer Matters

         Market successfully  addressed problems associated with the possibility
that computer  systems would not  recognize  the year 2000  correctly.  Market's
computers and those of its vendors  continued to process  transactions  properly
into the new year.  Market has not  experienced  increases  in problem  loans or
credit  losses due to  borrowers  failing to respond  properly  to the year 2000
issue,  and Market did not  experience a significant  increase in withdrawals of
deposits at the end of 1999.


                                 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:    5/12/2000                 By: /s/ John T. Larimer
                                       -------------------
                                       John T. Larimer, President and
                                       Managing Officer



Date     5/14/2000                 By: /s/ Julie M. Bertsch
                                       --------------------
                                       Julie M. Bertsch, Chief Financial Officer