SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                  --------------------------------------------

                                   FORM 10-QSB

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

         For the quarterly period ended September 30, 1999

                                       OR

[ ]     TRANSITION REPORT UNDER SECTION 13 OR 15 (D) OF THE
        SECURITIES EXCHANGE ACT OF 1934


        FOR THE TRANSITION PERIOD FROM ______________ to _______________

                         Commission File Number 0-24898

                               MSB FINANCIAL, INC.
             (Exact name of registrant as specified in its charter)


         MARYLAND                                           38-3203510
-------------------------------                  -------------------------------
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization                    Number)


PARK AND KALAMAZOO AVENUE, N.E., MARSHALL, MICHIGAN                49068
---------------------------------------------------             ----------
(Address of principal executive offices)                        (ZIP Code)

Registrant's telephone number, including area code:     (616) 781-5103

      Check  whether the  registrant  (1) has filed all  reports  required to be
filed by Section 13 or 15 (d) of the Securities  Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports),  and (2) has been subject to such filing requirements for
the past 90 days.

Yes [X]       No [  ]

As of November 10, 1999, there were 1,259,790 shares of the Registrant's  common
stock issued and outstanding.


Transitional Small Business Disclosure Format (check one)

Yes [  ]       No [X]


<PAGE>


                               MSB FINANCIAL, INC.

                                      INDEX


PART I.  FINANCIAL INFORMATION..............................................1

Item 1.  Financial Statements (Unaudited)...................................1

Consolidated Condensed Statements of Financial Condition....................1
Consolidated Condensed Statements of Income and Compensive Income...........2
Consolidated Condensed Statements of Cash Flows.............................3
Notes to Consolidated Condensed Financial Statements........................4

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations................................6

PART II. OTHER INFORMATION..................................................11

         SIGNATURES.........................................................12

         EXHIBIT INDEX......................................................13


<PAGE>




<TABLE>
<CAPTION>
                              CONSOLIDATED CONDENSED STATEMENTS OF FINANCIAL CONDITION
                                        September 30, 1999 and June 30, 1999
--------------------------------------------------------------------------------------------------------------------

                                                                                 September 30,         June 30,
                                                                                     1999                1999
                                                                                  (Unaudited)
<S>                                                                             <C>                <C>
ASSETS
     Cash and due from financial institutions                                   $     1,760,006    $      1,896,722
     Interest-bearing deposits                                                          178,342             715,536
                                                                                ---------------    ----------------
         Total cash and cash equivalents                                              1,938,348           2,612,258

     Securities held to maturity (fair value of $4,186 at
       September 30, 1999 and $4,866 at June 30, 1999)                                    4,186               4,866
     Loans held for sale, net of unrealized losses of
       $108,441 at September 30, 1999 and $97,942 at June 30, 1999                    2,952,949           3,158,577
     Loans receivable, net of allowance for loan losses of
       $473,129 at September 30, 1999 and $452,308 at June 30, 1999                  77,683,968          74,716,028
     Federal Home Loan Bank stock                                                     1,333,200           1,270,500
     Accrued interest receivable                                                        467,273             455,481
     Premises and equipment, net                                                        649,061             684,068
     Mortgage servicing rights                                                          312,209             306,910
     Other assets                                                                     1,306,548           1,247,474
                                                                                ---------------    ----------------

         Total Assets                                                           $    86,647,742    $     84,456,162
                                                                                ===============    ================

LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
     Deposits                                                                   $    45,172,572    $     45,836,977
     Federal Home Loan Bank advance                                                  26,662,989          23,864,235
     Advance payments by borrowers for taxes and insurance                              447,296             608,515
     Accrued interest payable                                                           109,194             104,361
     Accrued expenses and other liabilities                                             907,469             860,598
                                                                                ---------------    ----------------
              Total Liabilities                                                      73,299,520          71,274,686

Shareholders' equity
     Preferred stock, $.01 par value:  2,000,000 shares
       authorized; none outstanding
     Common stock, par value $.01: 4,000,000 shares authorized; 1,635,315 shares
       issued  and  1,259,790  shares  outstanding  at  September  30,  1999 and
       1,631,315 shares
        issued and 1,261,586 shares outstanding at June 30, 1999                         16,313              16,313
     Additional paid-in capital                                                       9,686,381           9,655,006
     Retained earnings, substantially restricted                                      7,796,996           7,623,538
     Unallocated Employee Stock Ownership Plan shares                                  (242,117)           (256,668)
        Unearned Recognition and Retention Plan shares                                 (110,783)            (85,372)
     Less cost of common stock in treasury- 371,509 shares at
       September 30, 1999 and 369,729 shares at June 30, 1999                        (3,798,568)         (3,771,341)
                                                                                ----------------   -----------------
              Total Shareholders' Equity                                             13,348,222          13,181,476
                                                                                ---------------    ----------------

         Total Liabilities & Shareholders' Equity                               $    86,647,742    $     84,456,162
                                                                                ===============    ================
</TABLE>

--------------------------------------------------------------------------------
     See accompanying notes to consolidated condensed financial statements.

                                       1
<PAGE>

<TABLE>
<CAPTION>
                 CONSOLIDATED CONDENSED STATEMENTS OF INCOME AND
                        COMPREHENSIVE INCOME Three months
                        ended September 30, 1999 and 1998
                                   (Unaudited)
---------------------------------------------------------------------------------------------
                                                                     Three Months
                                                                     ------------
                                                                1999               1998
                                                                ----               ----
<S>                                                        <C>               <C>
Interest and dividend income
     Loans, including fees                                 $    1,621,519    $     1,623,959
     Securities held to maturity                                       75                125
     Other interest and dividends                                  36,819             49,518
                                                           --------------    ---------------
                                                                1,658,413          1,673,602
Interest Expense
     Deposits                                                     408,878            402,941
     Federal Home Loan Bank Advance                               385,998            363,383
     Other interest expense                                         3,993              3,435
                                                           --------------    ---------------
                                                                  798,869            769,759
                                                           --------------    ---------------
NET INTEREST INCOME                                               859,544            903,843

Provision for loan losses                                          18,000             18,000
                                                           --------------    ---------------
NET INTEREST INCOME AFTER PROVISION
  FOR LOAN LOSSES                                                 841,544            885,843

Noninterest income
     Loan servicing fees                                           16,025             19,767
     Net gains on sales of loans held for sale                     30,950             76,916
     Service fees on deposit accounts                              45,235             43,562
     Other                                                         54,819             44,162
                                                           --------------    ---------------
                                                                  147,029            184,407
Noninterest expense
     Salaries and employee benefits                               261,961            262,524
     Buildings, occupancy and equipment                            66,732             68,184
     Data processing                                               19,760             47,703
     Year 2000 expense                                              7,487              8,576
     Federal deposit insurance premiums                            13,326             13,312
     Director fees                                                 31,422             29,497
     Correspondent bank charges                                     9,126             14,134
     Provision (recovery) to adjust loans held
         for sale to lower of cost or market                       10,499
     Michigan Single Business tax                                  16,000             17,000
     Professional fees                                             24,500             44,390
     Other                                                        110,480            121,108
                                                           --------------    ---------------
                                                                  571,293            626,428
                                                           --------------    ---------------
INCOME BEFORE FEDERAL INCOME
  TAX EXPENSE                                                     417,280            443,822

Federal income tax expense                                        144,000            159,000
                                                           --------------    ---------------

NET INCOME                                                        273,280            284,822

Other comprehensive income                                              0                  0
                                                           --------------    ---------------
COMPREHENSIVE INCOME                                       $      273,280    $       284,822
                                                           ==============    ===============

Basic earnings per share                                   $         0.23     $         0.23
                                                           ==============     ==============

Weighted average common shares outstanding                      1,184,983          1,245,208
                                                           ==============    ===============

Diluted earnings per share                                 $         0.22    $          0.22
                                                           ==============    ===============

Weighted average common and diluted
   potential common shares outstanding                          1,218,278          1,301,129
                                                           ==============    ===============
</TABLE>

--------------------------------------------------------------------------------
     See accompanying notes to consolidated condensed financial statements.

                                       2
<PAGE>

<TABLE>
<CAPTION>
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                 Three months ended September 30, 1999 and 1998
                                   (Unaudited)

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

                                                                             1999             1998
                                                                             ----             ----
<S>                                                                  <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net income                                                      $      273,280   $       284,822
     Adjustments to reconcile net income
       to net cash from operating activities
         Provision for loan losses                                           18,000            18,000
         Provision to adjust loans held for sale
             To lower of cost or market                                      10,499
         Depreciation                                                        38,708            34,537
         Amortization of mortgage servicing rights                           13,836             7,335
         Employee Stock Ownership Plan expense                               38,376            60,000
         Recognition and Retention Plan expense                              15,339            15,339
         Originations of loans held for sale                             (1,718,371)       (5,791,225)
         Proceeds from sales of loans held for sale                       1,925,315         4,596,325
         Net gains on sales of loans held for sale                          (30,950)          (76,916)
         Change in assets and liabilities
              Accrued interest receivable                                   (11,792)          (51,268)
              Other assets                                                  (59,074)           (9,191)
              Accrued interest payable                                        4,833                99
              Other expense and other liabilities                            46,871          (555,436)
                                                                     --------------   ----------------
                  Net cash from operating activities                        564,870        (1,467,579)

CASH FLOWS FROM INVESTING ACTIVITIES
     Principal paydowns on mortgage-backed  securities                          680             1,014
     Purchase of FHLB stock                                                 (62,700)          (18,700)
     Net increase in loans                                               (2,985,940)       (1,098,685)
     Net purchases of premises and equipment                                 (3,701)          (44,376)
                                                                     ---------------  ----------------
         Net cash used in investing activities                           (3,051,661)       (1,160,747)

CASH FLOWS FROM FINANCING ACTIVITIES
     Net increase in deposits                                              (664,405)          771,304
     Proceeds from Federal Home Bank advances                             4,700,000         4,000,000
     Repayments on Federal Home Bank advances                            (1,901,246)       (2,434,781)
     Decrease in advance payments
         by borrowers for taxes and insurance                              (161,219)         (131,848)
     Payment of dividends on common stock                                   (99,821)          (95,132)
     Repurchase of common stock                                             (60,428)          (74,725)
                                                                     ---------------  ----------------
         Net cash from financing activities                               1,812,881         2,034,818
                                                                     --------------   ---------------

Net change in cash and cash equivalents                                    (673,910)         (593,508)

Cash and cash equivalents at beginning of period                          2,612,258         3,280,713
                                                                     --------------   ---------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                           $    1,938,348   $     2,687,205
                                                                     ==============   ===============

Supplemental disclosures of cash flow information
     Cash paid during the period for:
         Interest                                                    $      794,036   $       769,661
</TABLE>

--------------------------------------------------------------------------------
     See accompanying notes to consolidated condensed financial statements.

                                       3

<PAGE>


                               MSB FINANCIAL, INC.
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                      Three months ended September 30,1999
                                   (Unaudited)

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


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The  accompanying   consolidated  condensed  financial  statements  include  the
accounts  of MSB  Financial,  Inc.  and its  wholly-owned  subsidiary,  Marshall
Savings  Bank,  F.S.B.   after  the  elimination  of  significant   intercompany
transactions and accounts.  The initial  capitalization of MSB Financial and its
acquisition of Marshall Savings Bank took place on February 6, 1995.

These  interim  financial   statements  are  prepared  in  accordance  with  the
Securities and Exchange  Commission's rules for quarterly financial  information
without audit and reflect all  adjustments  which, in the opinion of management,
are necessary to present fairly our financial position at September 30, 1999 and
the results of  operations  and cash flows for the periods  presented.  All such
adjustments are normal and recurring in nature.  The  accompanying  consolidated
condensed  financial  statements  do not  purport to contain  all the  necessary
disclosures  required by generally  accepted  accounting  principles  that might
otherwise be necessary in the  circumstances  and should be read in  conjunction
with the  consolidated  financial  statements  and notes  included in the annual
report of MSB  Financial,  Inc. for the year ended June 30, 1999. The results of
the  periods  presented  are not  necessarily  representative  of the results of
operations and cash flows which may be expected for the entire year.

The  provision for income taxes is based upon the effective tax rate expected to
be applicable for the entire year.


NOTE 2 - EARNINGS PER COMMON AND COMMON EQUIVALENT SHARE

A reconciliation  of the numerators and denominators  used in the computation of
the basic  earnings  per common  share and diluted  earnings per common share is
presented below for the three month periods ended September 30, 1999 and 1998:

<TABLE>
<CAPTION>
                                                                       1999            1998
                                                                       ----            ----
<S>                                                              <C>               <C>
Basic Earnings Per Common Share
     Numerator
         Net Income                                              $   273,280       $   284,822
                                                                 ===========       ===========

     Denominator
         Weighted average common shares outstanding                1,259,584         1,335,625
         Less:  Average unallocated ESOP Shares                      (54,882)          (62,555)
         Less:  Average nonvested RRP Shares                         (19,719)          (27,862)
                                                                 ------------      ------------

         Weighted average common shares outstanding for
              basic earnings per common shares                     1,184,983         1,245,208
                                                                 ===========       ===========

Basic earnings per common share                                  $       .23              $.23
                                                                 ===========       ===========
</TABLE>

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

                                       4
<PAGE>


                               MSB FINANCIAL, INC.
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                      Three months ended September 30,1999
                                   (Unaudited)

--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

<S>                                                              <C>               <C>
Diluted Earnings Per Common Share
     Numerator
         Net Income                                              $   273,280       $   284,822
                                                                 ===========       ===========

     Denominator
         Weighted average common shares outstanding
              for basic earnings per common share                  1,184,983         1,245,208
         Add:  Dilutive effects of average nonvested RRP
              shares, net of tax benetifs                              4,476             9,475
         Add:  Dilutive effective of assumed exercises of
              stock options                                           28,819            46,446
                                                                 -----------       -----------


         Weighted average common shares and dilutive               1,218,278         1,301,129
                                                                 ===========       ===========
              potential common shares outstanding


     Diluted earnings per common share                           $       .22       $       .22
                                                                 ===========       ===========
</TABLE>


Stock options for 67,848 shares of common stock were not considered in computing
diluted  earnings  per common share for the three month  periods  ended June 30,
1999 and 1998 because they were antidultive.


NOTE 3 - REPURCHASES OF COMMON STOCK

During the quarter ended September 30, 1999, we repurchased  5,780 shares of our
common  stock at a total cost of  $60,428,  or $10.45 per share,  as compared to
5,110 shares  during the quarter  ended  September  30, 1998, at a total cost of
$74,725  or $14.62 per share.  On  February  16,  1999,  the Board of  Directors
approved a plan to repurchase up to 5%, or 65,657  shares,  of our common stock.
Under the current repurchase  program,  which expires February 16, 2000, we have
repurchased  a total of 54,365  shares at a total cost of $674,474 or $12.41 per
share.  As of September 30, 1999, a total of 380,556  shares of common stock had
been repurchased at a total cost of $3,873,642, or $10.18 per share.

                                       5
<PAGE>



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS

      MSB Financial, Inc. was formed as a Delaware corporation in September 1994
to act as the  holding  company  for  Marshall  Savings  Bank,  F.S.B.  upon the
completion of Marshall  Savings'  conversion  from the mutual to the stock form.
MSB Financial received approval from the Office of Thrift Supervision to acquire
all of the common stock of Marshall Savings to be outstanding upon completion of
the conversion. The conversion was completed on February 6, 1995. On December 8,
1998,  shareholders  approved a proposal to reincorporate MSB Financial from the
State of Delaware to the State of Maryland.  The following  discussion  compares
the  consolidated  financial condition of MSB Financial and Marshall  Savings at
September 30, 1999 to June 30, 1999 and the results of operations for the period
ended  September 30, 1999 with the same period ended  September  30, 1998.  This
discussion  should  be read  in  conjunction  with  the  consolidated  condensed
financial statements and footnotes included herein. References in this 10-QSB to
"we",  "us" and "our"  refer to MSB  Financial  and/or  Marshall  Savings as the
contex requires.


FORWARD-LOOKING STATEMENTS DISCLOSURE

      We  may  from  time  to  time  make   written  or  oral   "forward-looking
statements".  These  forward-looking  statements  may be  contained in Quarterly
Report on Form 10-QSB and the exhibits, filings with the Securities and Exchange
Commission  and in other  communications  by us,  which  are made in good  faith
pursuant to the "safe harbor"  provisions of the Private  Securities  Litigation
Reform Act of 1995.  The words  "may",  "could",  "should,  "would",  "believe",
"anticipate",  "estimate",  "expect",  "intend", "plan", and similar expressions
are intended to identify forward-looking statements.

      Forward-looking  statements include  statements about our beliefs,  plans,
objectives, goals, expectations,  anticipations,  estimates and intentions, that
are subject to significant risks and uncertainties.  The following factors, many
of which are  subject  to change  based on  various  other  factors  beyond  our
control,  could cause our financial  performance to differ  materially  from the
plans,  objectives,  expectations,  estimates and  intentions  expressed in such
forward-looking statements:

      o  the strength of the United  States  economy in general and the strength
         of the local economies in which we conduct our operations;
      o  the effects of, and changes in, trade, monetary and fiscal policies and
         laws, including interest rate policies of the Federal Reserve Board;
      o  inflation, interest rate, market and monetary fluctuations;
      o  the  timely  development  of and  acceptance  of our new  products  and
         services and the perceived overall value of these products and services
         by users,  including  the  features,  pricing and  quality  compared to
         competitors' products and services;
      o  the  willingness  of  users to  substitute  competitors'  products  and
         services  for our  products  and  services;  o our  success  in gaining
         regulatory approval of our products and services,  when required; o the
         impact  of  changes  in  financial   services'  laws  and   regulations
         (including laws concerning taxes, banking, securities and insurance);
      o  the impact of technological changes;
      o  acquisitions;
      o  changes in consumer spending and savings habits; and
      o  our success at managing the risks involved in our business.

      The list of important  factors  stated above is not  exclusive.  We do not
undertake to update any  forward-forward-looking  statement,  whether written or
oral,  that may be made from time to time by or on  behalf of MSB  Financial  or
Marshall Savings.


FINANCIAL CONDITION

      Total assets increased $2.2 million to $86.6 million from June 30, 1999 to
September 30, 1999. Net loans,  including loans held for sale, increased by $2.8
million or 3.5% for the period,  due primarily to the strong demand for mortgage
loans,  especially  residential  1-4 family  construction  loans,  in our market
areas.  This  increase  was  primarily  funded by an increase of $2.8 million in
Federal Home Loan Bank advances.



                                       6
<PAGE>


      Total  liabilities  increased  $2.0 million to $73.3 million from June 30,
1999 to September 30, 1999. This increase  primarily  resulted from the increase
in Federal Home Loan Bank advances discussed above. We also experinced increases
in  accrued  interest  payable  of  $5,000  and in  accrued  expenses  and other
liabilities of $57,000.  Offsetting the above  increases in liabilities  for the
period  were  decreases  in  deposits  of  $664,000  and in advance  payments by
borrowers for taxes and insurance of $162,000.

      Net  income,  offset by the  payment  of  dividends  on  common  stock and
repurchases  of our common  stock  resulted in a net  increase in  shareholders'
equity of $167,000.


RESULTS OF OPERATIONS

GENERAL.  The  results  of  operations  depend  primarily  upon the level of net
interest  income,  which is the  difference  between the average yield earned on
loans and  securities,  interest-bearing  deposits,  and other  interest-earning
assets,  and the average rate paid on deposits and  borrowed  funds,  as well as
competitive  factors that influence  interest  rates,  loan demand,  and deposit
flows.  Results  of  operations  are  also  dependent  upon  the  level  of  our
non-interest income,  including fee income and service charges, and the level of
our non-interest  expense,  including general and administrative  expenses.  We,
like other  financial  institutions,  are subject to  interest  rate risk to the
degree  that our  interest-bearing  liabilities  mature or reprice at  different
times, or on a different basis, than our interest-earning assets.

NET  INCOME.  Net income  for the three  months  ended  September  30,  1999 was
$273,000, 4.1% lower than net income of $285,000 for same period ended September
30, 1999. Reasons for the decline in net income are discussed in detail below.

NET INTEREST INCOME. Net interest income decreased $44,000, or 4.9%, to $860,000
for the three month period  ended  September  30, 1999,  as compared to the same
period  ending  September 30, 1998.  The  decrease  in  net interest  income was
attributable to an increase in interest expense for the three month period ended
September 30, 1999 of $29,000 when  compared to the same period ended  September
30, 1998. The increase in interest expense was primarily a result of an increase
in  interest  paid on  Federal  Home Bank  advances,  due to  increased  advance
balances to fund loan demand.  For the three month period  ended  September  30,
1999, Federal Home Loan Bank advance interest increased $23,000 when compared to
the same period ended September 30, 1998.  Increased  average deposit  balances,
offset by declining rates paid on certificates of deposits,  also contributed to
the increases in interest  expense  discussed  above.  Interest paid on deposits
increased  $6,000 for the three  month  period  ended  September  30,  1999,  as
compared to the same period ended September 30, 1998.

      Contributing to the decrease in net interest income  mentioned above was a
decrease in the weighted average yield on the loan portfolio for the three month
period ended  September  30, 1999 of 56 basis points to 8.15% from 8.71% for the
same period  ended  September 30, 1998.  The decrease in weighted  average yield
for the three month period was primarily the result of adjustable  rate mortgage
loans renewing at lower rates. Also contributing to the decrease in the weighted
average yield was a $29,000 decrease in net loan fee income due to a decrease in
loan sales during the three month period ended September 30, 1999.

PROVISION  FOR LOAN  LOSSES.  The  provision  for  loan  losses  is a result  of
management's periodic analysis of the adequacy of the allowance for loan losses.
The provision for loan losses remained  unchanged at $18,000 for the three month
period  ended  September  30, 1999 as compared to the three month  period  ended
September  30,  1998,  due to  management's  continuing  reassessment  of losses
inherent in the loan  portfolio.  At September 30, 1999,  the allowance for loan
losses  totaled  $473,000  or 0.59% of net loans  receivable  and 1.05% of total
non-performing  loans.  At June 30, 1999,  our allowance for loan losses totaled
$452,000,  or 0.58% of net loans  receivable  and 1.16% of total  non-performing
loans.

      Management  establishes  an allowance for loan losses based on an analysis
of risk factors in the loan portfolio.  This analysis includes the evaluation of
concentrations  of credit,  past loss experience,  current economic  conditions,
amount and composition of the loan portfolio, estimated fair value of underlying
collateral,  loan  commitments  outstanding,  delinquencies,  and other factors.
Because  we have had  extremely  low loan  losses  during our  history,  we also
consider loss experience of similar  portfolios in comparable  lending  markets.
Accordingly,  the  calculation  of the adequacy of the allowance for loan losses
was not based directly on the level of non-performing assets.

      As of September 30, 1999,  non-performing assets, consisting of nonaccrual
loans and accruing loans 90 days or more delinquent,  totaled $450,000, or 0.56%
of total  loans,  compared to  $390,000,  or 0.52% of total loans as of June 30,
1999,  an increase of $60,000.  Loans  greater  than 90 days past due, and other


                                       7
<PAGE>



designated  loans of concern,  are placed on  non-accrual  status,  unless it is
determined  that  the  loans  are  well  collateralized  and in the  process  of
collection.  Real estate owned at September 30, 1999 totaled $24,000. We did not
have any real estate owned at September 30, 1998.

      Management will continue to monitor the allowance for loan losses and make
future  additions  to the  allowance  through the  provision  for loan losses as
economic conditions dictate. Although we maintain allowance for loan losses at a
level which we  consider  to be adequate to provide for losses,  there can be no
assurance  that  future  losses  will  not  exceed  estimated  amounts  or  that
additional provisions for loan losses will not be required in future periods. In
addition,  management's determination as to the amount of the allowance for loan
losses is subject to review by the Office of Thrift  Supervision and the Federal
Deposit Insurance  Corporation,  as part of their examination process, which may
result in the establishment of an additional allowance based upon their judgment
of the information available to them at the time of their examination.

NONINTEREST  INCOME.  Noninterest income consists primarily of gains on the sale
of loans, loan servicing fees,  service fees on deposit accounts and other fees.
Noninterest  income  decreased  $37,000  during  the three  month  period  ended
September 30, 1999 compared to the three month period ended  September 30, 1998.
This  decrease was  primarily due to a decrease in gains on the sale of loans of
$46,000,  due to decreased  sales of mortgage  loans during the period.  Sale of
mortgage loans  decrease  during the period due to an increase in mortgage rates
which  resulted in a lower demand for one- to  four-family  fixed rate  mortgage
loan  products,  which  is  the  only  mortgage  loan  product  currently  sold.
Offsetting  the above  mentioned  decrease  was an increase  in other  income of
$11,000,  due  primarily to an increase in ATM fees.  ATM fees  increased due to
increased  debit  card  activity  and a newly  implemented  foreign  transaction
activity  surcharge at our ATM  terminal.  No other  significant  changes in the
components of non-interest income.

NONINTEREST EXPENSE. Noninterest expense was $571,000 for the three month period
ended  September 30, 1999 compared to $626,000  reported for the same prior year
period, a decrease of $55,000 or 8.8%.  Decreases in noninterest expense for the
three  month  period  ended  September  30,  1999  included  decreases  in  data
processing  expense  of  $28,000,  due to a prior  period  rebate  from our data
processor, in professional fees of $20,000, a result of our reincorporation from
a  Delaware  into  a  Maryland  corporation  during  the  1998  period,  and  in
advertising  expense of $11,000.  The above  mentioned  decreases in noninterest
expense  were offset by a provision  of $10,000 to adjust loans held for sale to
the lower of cost or market during the three month period  ending  September 30,
1999.  The largest  component  on  noninterest  expense,  salaries  and employee
benefits,  decreased $1,000 for the three month period ended September 30, 1999,
as compared to the same period during 1998

FEDERAL INCOME TAX EXPENSE. Federal income tax expense decreased $15,000 for the
three month period ended  September 30, 1999 compared to the same period in 1998
due to the decrease in net income. MSB Financial's effective tax rate remains at
approximately 34%.


LIQUIDITY AND CAPITAL RESOURCES

      Our  principal  source  of funds  are  deposits,  principal  and  interest
repayments on loans,  sales of loans,  interest-bearing  deposits and securities
available for sale. While scheduled loan repayments and maturing investments are
relatively  predictable,  deposit  flows and  early  loan  prepayments  are more
influenced by interest rates, general economic conditions and competition.

      Federal regulations require Marshall Savings to maintain minimum levels of
liquid assets.  The required  percentage has varied from time to time based upon
economic  conditions  and savings  flows.  The percentage is currently 4% of net
withdrawable savings deposits and borrowings payable on demand or in one year or
less during the  preceding  calendar  month.  Liquid assets for purposes of this
ratio include cash, certain time deposits,  U.S.  Government,  government agency
and other securities and obligations  generally  having remaining  maturities of
less than five years.  Marshall  Savings has maintained  its liquidity  ratio at
levels in excess of those  required.  At September 30, 1999, the liquidity ratio
was 4.49%.

      We use our liquidity resources principally to meet ongoing commitments, to
fund  maturing  certificates  of deposit  and  deposit  withdrawals  and to meet
operating  expenses.  We  anticipate  that  there  will  have  sufficient  funds
available to meet  current  loan  commitments.  At  September  30, 1999,  we had
outstanding  commitments  to  extend  credit  which  amounted  to  $7.4  million
(including $4.0 million in available home equity lines of credit).  At September
30, 1999, there was $26.7 million in advances from the Federal Home Loan Bank of
Indianapolis  outstanding.  We believe that loan repayments and other sources of
funds,  including  Federal Home Loan Bank advances and the Federal  Reserve Bank
discount window, will be adequate to meet our foreseeable liquidity needs.



                                       8
<PAGE>



      Federal  insured savings  institutions  are required to maintain a minimum
level of regulatory  capital.  The Office of Thrift  Supervision has established
capital standards,  including a tangible capital  requirement,  a leverage ratio
(or core capital) requirement and a risk-based capital requirement applicable to
such savings  associations.  As of  September  30,  1999,  Marshall  Savings had
tangible  capital  and  Tier 1 (core)  capital  of  $10.5  million,  or 12.1% or
adjusted  total assets,  which was  approximately  $9.2 million and $7.9 million
above the minimum requirements of 1.5% and 3.0%,  respectively,  of the adjusted
total  assets in effect on that date.  As of September  30, 1999,  we had Tier 1
(core)  capital of $10.5  million,  or 12.2% of average total assets,  which was
approximately  $7.0  million  above the minimum  requirement  of 4.0% of average
total assets in effect on that date. On September  30, 1999,  we had  risk-based
capital of $10.9 million (including $10.5 million in core capital),  or 20.6% of
risk-weighted  assets of $53.1  million.  This amount was $6.8 million above the
8.0% requirement in effect on that date.


YEAR 2000 ISSUE

      The approach of the year 2000  presents  potential  problems to businesses
that utilize computers in their daily operations.  Some computer systems may not
be able to properly  interpret  dates after  December  31, 1999 because they use
only two digits to indicate the year in the date.  Therefore,  a date using "00"
as the year may be  recognized  as the year 1900 rather than the year 2000.  See
"Forward-Looking Statements Disclosure".

      Financial  institution  regulators  have issued  guidance  concerning  the
responsibilities   of  senior  management  and  directors  regarding  year  2000
compliance.  The Federal Financial  Institutions  Examination Council has issued
several interagency statements on Year 2000 Project Management Awareness.  These
statements  require financial  institutions to, among other things,  examine the
year 2000 issue on their  customers,  suppliers and borrowers.  These statements
also require each federally  insured regulated  financial  institution to survey
its  exposure,  measure  its risk and  prepare a plan to  address  the year 2000
issue.  In  addition,  the federal  banking  regulators  have issued  safety and
soundness guidelines to be followed by insured depository institutions,  such as
the Bank, to assure  resolution of any year 2000 problems.  The federal  banking
agencies have asserted that year 2000 testing and  certification is a key safety
and soundness  issue in conjunction  with  regulatory  exams and, thus,  that an
institution's  failure to address appropriately the year 2000 issue could result
in supervisory action, including the reduction of the institution's  supervisory
ratings, the denial of applications for approval of mergers or acquisitions,  or
the imposition of civil money penalties.

      MSB  Financial  has formed a Year 2000  Committee to address the potential
problems  associated with the year 2000 computer issue. The Year 2000 Committee,
consisting of our directors,  officers and  employees,  meets on a regular basis
and provides reports to the Board of Directors  detailing progress with the year
2000 issue.

      Our primary computer  processing is provided by an independent third party
data  center,  and  through  this  data  center we  migrated  to a new year 2000
compliant  teller/bank  operation  platform  in  November  1998.  To ensure  the
readiness of this  system,  we performed  testing of actual  customer  data on a
separate  system  during  March  1999.  No year 2000  processing  problems  were
detected  during this testing.  As of September 30, 1999, all in-house  computer
systems have been  inspected  and their risk of a year 2000 failure  identified.
Also,  all  software  is  being  evaluated   through  vendor  ensured  readiness
statements  and  testing  by  the  Year  2000  Committee.  We  do  not  use  any
custom-programmed  software. Another area under review are systems which utilize
embedded  microchips  (such  as in  heating,  ventilation  and air  conditioning
systems,  security and other  related  systems).  Venders for these systems have
been contacted and have indicated year 2000 risks to be minimal.

      With an issue as  complex as the year 2000,  the we believe  education  of
employees, customers and community members is vital to a better understanding of
what real dangers are posed by the arrival of the year 2000.  Education has been
provided through in-house training sessions, literature to customers, as well as
seminars  offered to the  community.  Additional  information  has been provided
through  Marshall  Saving's  internet  site in the form of links to various year
2000 information sites.

      Costs related to the year 2000 issue are  estimated to be between  $50,000
and $60,000.  To date the following  year 2000 expenses have been  identified at
approximately  $40,000 for testing of the data center  equipment  and  programs,
$3,000 for equipment  upgrades and $3,000 for employee and community  education.
It is impossible  to predict the exact  expenses  associated  with the year 2000


                                       9
<PAGE>



issue and additional  funds may be needed for unknown  expenses  related to year
2000  testing,   training,  and  education,  as  well  as  system  and  software
replacements.

      As with any organization that depends on technology, particularly computer
systems and software,  a year 2000 related failure poses a significant threat to
our continued business operations. While we are doing everything in our power to
ensure year 2000  readiness,  we  recognize  that the success of our third party
providers  is vital to our  success.  Of primary  concern are local  utility and
telecommunication companies. These, in addition to our third parties such as our
data center,  electronic banking service providers and financial partners,  have
been contacted and we are monitoring  their progress towards their own year 2000
readiness. Another potential risk includes lending and deposit relationships. We
are currently  evaluating these two groups and assessing any potential risks, as
well as  establishing  any  necessary  corrective  procedures.  There  can be no
assurance  that the systems of these third parties will be converted on a timely
basis,  which could have  material  adverse  affect on our  business,  financial
condition and results of operations.

      MSB Financial has established a contingency plan to address potential year
2000 problems. The contingency plan has been tested and is revised as necessary.
All  changes  to the plan are  presented  to the  Board of  Directors.  The plan
includes procedures for preparation efforts leading up to, and after, January 1,
2000. This plan includes, but is not limited to:

      o  performing a complete  backup of each  computer  network and storage of
         these backup tapes in a secure location,

      o  establishing and testing manual  balancing  procedures for a variety of
         bank  functions  including  customer  transactions  at the teller line,
         back-office general ledger system and other vital accounting functions,

      o  critical  bank  reports  will be  securely  stored on paper and  CD-ROM
         format prior to January 1, 2000,

      o  a contact list of key bank employees,  as well as critical  vendors and
         third party  providers,  has been created  listing  business,  home and
         cellular telephone numbers as a reference in the event of an emergency,

      o  situation-specific  procedures have been  developed,  detailing how the
         bank will respond to a number of situations, starting with a worst-case
         scenario of no power to operating  "business as usual" and how a change
         in operating procedures will be communicated to customers and employee.

      We are  committed to ensuring a smooth  transition  into the next century.
However, despite careful planing, we recognize there may be circumstances beyond
our control that may prohibit us from  operating  "as usual" after  December 31,
1999.









                                       10
<PAGE>




                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

         None.

Item 2.  Changes in Securities

         None.

Item 3.  Defaults Upon Senior Securities

         None.

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

         None.

Item 5.  Other Information

         None.

Item 6.  Exhibits and Reports on Form 8-K

         (a) Exhibits

                  See Exhibit Index.

         (b) Reports on Form 8-K

                  None.




                                       11
<PAGE>




      Pursuant to the  requirement 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. SIGNATURES

                                      MSB FINANCIAL, INC.
                                      Registrant


Date: November 15, 1999               \s\Charles B. Cook
                                      -------------------------------------
                                      Charles B. Cook,  President and Chief
                                      Executive Officer  (Duly Authorized
                                      Officer)

Date: November 15, 1999               \s\Elaine R. Carbary
                                      --------------------
                                      Elaine R. Carbary, Chief Financial
                                        Officer (Principal Financial Officer)

<PAGE>


                               MSB FINANCIAL, INC.

                                  EXHIBIT INDEX

Exhibit No.    Description
-----------    -----------

3              Registrant's  Articles  of  Incorporation  and  Bylaws,  filed on
               February  4, 1999 as exhibits  to the  Registrant's  Registration
               Statement on Form S-8 (File No. 333-71837), are incorporated here
               in by reference.

4              Registrant's  Specimen  Stock  Certificate,  filed on February 4,
               1999 as Exhibit 4 to the Registrant's  Registration  Statement on
               Form  S-8  (File  No.  333-71837),   is  incorporated  herein  by
               reference.

10.1           Employment  Agreement between the Bank and Charles B. Cook, filed
               on   September   23,  1995  as  Exhibit   10.2  to   Registrant's
               Registration  Statement  on Form  S-1  (File  No.  33-81312),  is
               incorporated herein by reference.

10.2           Registrant's  Employee Stock Ownership  Plan,  filed on September
               23, 1995 as Exhibit 10.3 to Registrant's  Registration Statemt on
               Form  S-1  (File  No.  33-81312),   is  incorporated   herein  by
               reference.

10.3           Registrant's  1995 Stock  Option  and  Incentive  Plan,  filed as
               Exhibit  10(b) to  Registrant's  Report  on Form  10-KSB  for the
               fiscal  year  ended  June  30,  1995  (File  No.   0-24898),   is
               incorporated herein by reference.

10.4           Registrant's  Recognition  and Retention  Plan,  filed as Exhibit
               10(c) to  Registrant's  Report on Form 10-KSB for the fiscal year
               ended June 30, 1995 (File No. 0-24898), is incorporated herein by
               reference.

10.5           Registrant's  1997 Stock  Option  and  Incentive  Plan,  filed as
               Appendix A to Registrants Schedule 14A filed on Setember 26, 1997
               (File No. 0-24898).

11             Statement  re:  computation  of earnings per share (see Note 1 of
               the Notes to Consolidated Financial Statements)

27             Financial Data Schedule (electronic filing only)