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 March 31, 2000

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


As of May 5, 2000, there were 1,265,825 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

Condensed Consolidated Balance Sheets.....................................    1
Condensed Consolidated Statements of Income and Comprehensive Income......    2
Condensed Consolidated Statements of Cash Flows...........................    3
Notes to Condensed Consolidated Financial Statements......................    4

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

PART II. OTHER INFORMATION................................................   10

         SIGNATURES.......................................................   11

         EXHIBIT INDEX....................................................   12


<PAGE>


<TABLE>
<CAPTION>
                               MSB FINANCIAL, INC.
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                        March 31, 2000 and June 30, 1999


--------------------------------------------------------------------------------
                                                                                   March 31,           June 30,
                                                                                     2000                1999
                                                                                     ----                ----
                                                                                  (Unaudited)
<S>                                                                             <C>                <C>
ASSETS
     Cash and due from financial institutions                                   $     1,518,408    $      1,896,722
     Interest-bearing deposits                                                        1,111,457             715,536
                                                                                ---------------    ----------------
         Total cash and cash equivalents                                              2,629,865           2,612,258

     Securities held to maturity (fair value of $3,177 at
       March 31, 2000 and $4,866 at June 30, 1999)                                        3,177               4,866
     Loans held for sale, net of unrealized losses of
       $0 at March 31, 2000 and $97,942 at June 30, 1999                                155,850           3,158,577
     Loans receivable, net of allowance for loan losses of
       $507,513 at March 31, 2000 and $452,308 at June 30, 1999                      83,859,404          74,716,028
     Federal Home Loan Bank stock                                                     1,425,500           1,270,500
     Accrued interest receivable                                                        485,533             455,481
     Premises and equipment, net                                                        614,447             684,068
     Mortgage servicing rights                                                          306,882             306,910
     Other assets                                                                     1,738,252           1,247,474
                                                                                ---------------    ----------------

         Total Assets                                                           $    91,218,910    $     84,456,162
                                                                                ===============    ================

LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
     Deposits                                                                   $    48,187,904    $     45,836,977
     Federal Home Loan Bank Advances                                                 27,845,972          23,864,235
     Advance payments by borrowers for taxes and insurance                              251,300             608,515
     Accrued interest payable                                                           129,540             104,361
     Accrued expenses and other liabilities                                             996,131             860,598
                                                                                ---------------    ----------------
              Total Liabilities                                                      77,410,847          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; 1,630,981 shares issued and 1,265,825 shares
       outstanding at March 31, 2000 and 1,631,315 shares
       issued and 1,261,586 shares outstanding at June 30, 1999                          16,310              16,313
     Additional paid-in capital                                                       9,707,904           9,655,006
     Retained earnings, substantially restricted                                      8,117,414           7,623,538
     Unearned Employee Stock Ownership Plan shares                                     (213,015)           (256,668)
        Unearned Recognition and Retention Plan shares                                  (74,712)            (85,372)
     Less cost of Common Stock in Treasury- 365,156 shares at
       March 31, 2000 and 369,729 shares at June 30, 1999                            (3,745,838)         (3,771,341)
                                                                                ----------------   -----------------
              Total Shareholders' Equity                                             13,808,063          13,181,476
                                                                                ---------------    ----------------

         Total Liabilities & Shareholders' Equity                               $    91,218,910    $     84,456,162
                                                                                ===============    ================
</TABLE>
--------------------------------------------------------------------------------

     See accompanying notes to condensed consolidated financial statements.

                                       1
<PAGE>


<TABLE>
<CAPTION>
                               MSB FINANCIAL, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND
                   COMPREHENSIVE INCOME Nine months and three
                      months ended March 31, 2000 and 1999
                                   (Unaudited)
--------------------------------------------------------------------------------
                                                         Nine Months                       Three Months
                                                         -----------                       ------------
                                                  2000              1999               2000               1999
                                                  ----              ----               ----               ----
<S>                                          <C>               <C>                <C>               <C>
Interest and dividend income
     Loans receivable, including fees        $    5,003,704    $    4,854,550     $    1,705,331    $     1,584,162
     Securities held to maturity, taxable               277               339                136                 98
     Other interest and dividends                   130,871           162,741             49,393             58,931
                                             --------------    --------------     --------------    ---------------
                                                  5,134,852         5,017,630          1,754,860          1,643,191
Interest Expense
     Deposits                                     1,245,282         1,226,239            424,412            410,430
     Federal Home Loan Bank Advances              1,242,404         1,129,391            430,922            377,960
     Other interest expense                          13,788            10,589              5,568              3,401
                                             --------------    --------------     --------------    ---------------
                                                  2,501,474         2,366,219            860,902            791,791
                                             --------------    --------------     --------------    ---------------

NET INTEREST INCOME                               2,633,378         2,651,411            893,958            851,400

Provision for loan losses                            54,000            54,000             18,000             18,000
                                             --------------    --------------     --------------    ---------------

NET INTEREST INCOME AFTER PROVISION
  FOR LOAN LOSSES                                 2,579,378         2,597,411            875,958            833,400

Noninterest income
     Loan servicing fees, net                        51,841            30,685             18,221              8,875
     Net gains on sales of loans held for sale       64,280           238,030             14,703             53,920
     Service charges on deposit accounts            128,315           122,070             37,452             35,631
     Profit on sale of real estate owned              2,761            26,967
     Other income                                   149,807           133,485             46,817             43,290
                                             --------------    --------------     --------------    ---------------
                                                    397,004           551,237            117,193            141,716
Noninterest expense
     Salaries and employee benefits                 742,666           778,609            225,262            251,465
     Occupancy and equipment expense                195,207           206,288             61,972             67,099
     Data processing expense                        111,803           153,530             41,251             53,117
     Y2K expense                                     13,451            21,799                175              6,432
     Federal deposit insurance premiums              36,103            39,679              9,450             13,327
     Director fees                                   94,891            90,731             31,672             29,662
     Correspondent bank charges                      27,021            42,189              8,303             15,072
     Provision to adjust loans held for sale
         to lower of cost or market                  54,139            25,765             16,292             25,766
     Michigan Single Business tax                    46,000            51,000             16,000             15,000
     Professional fees                               78,611           124,648             18,106             25,903
     Other expense                                  347,176           376,635            104,009            114,817
                                             --------------    --------------     --------------    ---------------
                                                  1,747,068         1,910,873            532,492            617,660
                                             --------------    --------------     --------------    ---------------
INCOME BEFORE FEDERAL INCOME
  TAX EXPENSE                                     1,229,314         1,237,775            460,659            357,456

Federal income tax expense                          430,000           438,000            159,000            123,000
                                             --------------    --------------     --------------    ---------------

NET INCOME                                          799,314           799,775            301,659            234,456

Other comprehensive income                                0                 0                  0                  0
                                             --------------    --------------     --------------    ---------------

TOTAL COMPREHENSIVE INCOME                   $      799,314    $      799,775     $      301,659    $       234,456
                                             ==============    ==============     ==============    ===============

Basic earnings per common share              $         0.67    $         0.65     $         0.25     $         0.19
                                             ==============    ==============     ==============     ==============

Weighted average common shares outstanding        1,192,795         1,237,191          1,201,073          1,228,227
                                             ==============    ==============     ==============    ===============

Diluted earnings per common share            $         0.66    $         0.62     $         0.25    $          0.19
                                             ==============    ==============     ==============    ===============

Weighted average common and diluted
   potential common shares outstanding            1,219,629         1,291,343          1,215,758          1,245,562
                                             ==============    ==============     ==============    ===============
</TABLE>
--------------------------------------------------------------------------------
     See accompanying notes to condensed consolidated financial statements.

                                       2
<PAGE>


<TABLE>
<CAPTION>
                               MSB FINANCIAL, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                    Nine months ended March 31, 2000 and 1999
                                   (Unaudited)

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

                                                                                        2000              1999
                                                                                        ----              ----
<S>                                                                                <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net income                                                                    $      799,314   $       799,775
     Adjustments to reconcile net income
       to net cash from operating activities
         Provision for loan losses                                                         54,000            54,000
         Provision to adjust loans held for sale
             to lower of cost or market                                                    54,139            25,765
         Depreciation                                                                     113,198           103,619
         Amortization of mortgage servicing rights                                         38,068            44,844
         Employee Stock Ownership Plan expense                                             98,872           154,343
         Recognition and Retention Plan expense                                            49,160            46,017
         Originations of loans held for sale                                           (3,650,640)      (19,028,511)
         Proceeds from sales of loans held for sale                                     3,830,290        15,179,669
         Net gains on sales of loans held for sale                                        (64,280)         (238,030)
         Change in assets and liabilities
              Accrued interest receivable                                                 (30,052)          (63,863)
              Other assets                                                               (490,778)         (338,270)
              Accrued interest payable                                                     25,179            19,048
              Other expense and other liabilities                                         135,533          (155,002)
                                                                                   --------------   ----------------
                  Net cash from operating activities                                      962,003        (3,396,596)

CASH FLOWS FROM INVESTING ACTIVITIES
     Principal paydowns on mortgage-backed  securities                                      1,689             2,580
     Purchase of Federal Home Loan Bank stock                                            (155,000)         (112,300)
     Net increase in loans                                                             (6,402,198)          113,553
     Net purchases of premises and equipment                                              (43,577)         (142,651)
                                                                                   ---------------  ----------------
         Net cash used in investing activities                                         (6,599,086)         (138,818)

CASH FLOWS FROM FINANCING ACTIVITIES
     Net increase in deposits                                                           2,350,927         2,178,916
     Proceeds from Federal Home Bank advances                                          19,600,000         8,000,000
     Repayments on Federal Home Bank advances                                         (15,618,263)       (6,012,918)
     Decrease in advance payments
         by borrowers for taxes and insurance                                            (357,215)         (144,389)
     Payment of dividends on common stock                                                (305,437)         (288,509)
     Repurchase of common stock                                                           (60,428)         (681,396)
     Exercise of stock options                                                             45,106            14,605
                                                                                   --------------   ---------------
         Net cash from financing activities                                             5,654,690         3,066,309
                                                                                   --------------   ---------------

Net change in cash and cash equivalents                                                    17,607          (469,105)

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

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                         $    2,629,865   $     2,811,608
                                                                                   ==============   ===============

Supplemental disclosures of cash flow information
  Cash paid during the period for:
         Interest                                                                  $    2,476,295   $     2,347,172
         Income taxes                                                                     440,000           445,000
Supplemental disclosure of noncash investing activities
     Transfer from loans held for sale to loans held to maturity                        2,947,258           110,000
</TABLE>
--------------------------------------------------------------------------------

See accompanying notes to condensed consolidated financial statements.

                                       3
<PAGE>


                               MSB FINANCIAL, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                        Nine months ended March 31, 2000
                                   (Unaudited)

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


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The  accompanying   condensed  consolidated  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 March 31, 2000 and the
results of  operations  and its cash flows for the periods  presented.  All such
adjustments  are normal and  recurring  in nature.  The  accompanying  condensed
consolidated  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 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 nine and three month  periods  ended March 31, 2000 and
1999:
<TABLE>
<CAPTION>
                                                         Nine Months                       Three Months
                                                         -----------                       ------------
                                                  2000              1999               2000               1999
                                                  ----              ----               ----               ----
<S>                                          <C>               <C>                <C>               <C>
Basic Earnings Per Common Share
   Numerator
     Net Income                              $      799,314    $      799,775     $      301,659    $       234,456
                                             ==============    ==============     ==============    ===============



   Denominator
     Weighted average common shares
       outstanding                                1,262,619         1,321,240          1,265,895          1,306,751
     Less: Average unallocated ESOP Shares          (51,684)          (58,331)           (48,486)           (54,951)
     Less: Average nonvested RRP Shares             (18,140)          (25,718)           (16,336)           (23,573)
                                             ---------------   ---------------    ---------------   ----------------

     Weighted average common shares
       outstanding for basic earnings per
       common shares                              1,192,795         1,237,191          1,201,073          1,228,227
                                             ==============    ==============     ==============    ===============

Basic earnings per common share              $         0.67    $         0.65     $         0.25    $          0.19
                                             ==============    ==============     ==============    ===============
</TABLE>

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

                                       4
                                  (Continued)
<PAGE>

                               MSB FINANCIAL, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                        Nine months ended March 31, 2000
                                   (Unaudited)

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


NOTE 2 - EARNINGS PER COMMON SHARE  (CONTINUED)

<TABLE>
<CAPTION>

<S>                                          <C>               <C>                <C>               <C>
Diluted Earnings Per Common Share
   Numerator
     Net Income                              $      799,314    $      799,775     $      301,659    $       234,456
                                             ==============    ==============     ==============    ===============


   Denominator
     Weighted average common shares
       outstanding for basic earnings per
       common share                               1,192,795         1,237,191          1,201,073          1,228,227
     Add: Dilutive effects of average
       nonvested RRP shares, net of
       tax benefits                                   4,930             9,047              1,604              2,781
     Add: Dilutive effective of assumed
       exercises of stock options                    21,904            45,105             13,081             14,554
                                             --------------    --------------     --------------    ---------------

     Weighted average common shares
       and dilutive potential common
       shares outstanding                         1,219,629         1,291,343          1,215,758          1,245,562
                                             ==============    ==============     ==============    ===============


   Diluted earnings per common share         $         0.66    $         0.62     $         0.25    $          0.19
                                             ==============    ==============     ==============    ===============
</TABLE>

Stock options for 83,508 and 85,891 of common stock for the three and nine month
periods ending March 31, 2000, respectively, and stock options for 67,848 shares
of common stock for both the three and nine month periods ending March 31, 1999,
were not considered in computing diluted earnings per common shares because they
were antidilutive.



NOTE 3 - REPURCHASES OF COMMON STOCK

There were no repurchases of our common stock during the quarter ended March 31,
2000.  During the quarter ended March 31, 1999, we repurchased  21,805 shares of
our stock at a total cost of $301,651 or $13.83 per share. On March 22, 2000 the
Board of Directors  approved a plan to repurchase up to 5%, or 63,291 shares, of
our common stock. No shares have been repurchased  under the current  repurchase
program,  which expires March 22, 2001. As of March 31, 2000, 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
March 31, 2000 to June 30, 1999 and the results of operations  for the three and
nine month  periods  ended March 31, 2000 with the same periods  ended March 31,
1999.  This  discussion  should  be  read  in  conjunction  with  the  condensed
consolidated  financial statements and footnotes included herein.  References in
this Form 10-QSB to "we", "us" and "our" refer to MSB Financial  and/or Marshall
Savings as the context 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 our Quarterly
Reports  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-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 $6.8 million to $91.2 million from June 30, 1999
to March 31, 2000. Net loans,  including loans held for sale,  increased by $6.1

                                       6
<PAGE>



million or 7.9% 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 $4.0 million in
Federal Home Loan Bank advances.

         Total liabilities increased $6.1 million to $77.4 million from June 30,
1999 to March 31, 2000.  This increase  primarily  resulted from the increase in
Federal Home Loan Bank advances  discussed above. We also experienced  increases
in deposits of $2.4  million,  accrued  interest  payable of $25,000 and accrued
expenses and other  liabilities of 136,000.  Offsetting  the above  increases in
liabilities  for the period was a decrease in advance  payments by borrowers for
taxes and insurance of $357,000.  The decrease in advance  payments by borrowers
for taxes and  insurance  was primarily due to property tax bills due during the
month of December.

         Net income offset by the payment of dividends on common stock  resulted
in a net increase in shareholders' equity of $627,000.


RESULTS OF OPERATIONS

GENERAL.  Our  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.  Our  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 March 31, 2000 was  $302,000,
28.7%  higher than net income of $234,000  for same period ended March 31, 1999.
Net  income  for the nine  month  period  ended  March  31,  2000 was  $799,000,
relatively  unchanged  from net income of $800,000  for the same period in 1999.
Reasons for the changes in net income are discussed in detail below.

NET INTEREST INCOME. Net interest income increased $43,000, or 5.0%, to $894,000
for the three month period  ended March 31, 2000,  as compared to the same three
month  period in 1999.  For the nine month  period  ended  March 31,  2000,  net
interest income decreased $18,000, or 0.7%, to $2.6 million.  The above increase
in net  interest  income  during the three month period ended March 31, 2000 was
primarily  the result of  adjustable  rate  mortgages  renewing at higher rates.
Offsetting  the changes in interest  income  mentioned  above were  increases in
interest  expense for the three and nine month  periods  ended March 31, 2000 of
$69,000 and  $135,000,  respectively,  when  compared to the same periods  ended
March 31, 1999.  The  increases in interest  expense were  primarily a result of
increases  in interest  paid on Federal  Home Bank  advances,  due to  increased
advance  balances.  For the three and nine month  periods  ended  March 31, 2000
Federal  Home  Loan  Bank  advance  interest  increased  $53,000  and  $113,000,
respectively, when compared to the same periods ended March 31, 1999.

         Contributing to the changes in net interest income  mentioned above was
a decrease in the weighted  average  yield on the loan  portfolio  for the three
month  period ended March 31, 2000 of 3 basis points to 8.21% from 8.24% for the
same period ended March 31, 1999. For the nine month period ended March 31, 2000
the weighted  average yield on the loan  portfolio was 8.19%,  compared to 8.52%
for the same period  ended March 31, 1999,  a decrease of 33 basis  points.  The
decreases in weighted  average  yields for both the three and nine month periods
were primarily the result of a decrease of $9,000 and $101,000, respectively, in
loan fee income due to a decrease in loan sales and loan originations during the
periods ended March 31, 2000.

PROVISION  FOR LOAN  LOSSES.  The  provision  for loan losses is a result of our
periodic  analysis  of the  adequacy  of the  allowance  for  loan  losses.  The
provision  for loan losses  remained at $18,000 for the three month period ended
March 31, 2000 as compared to the three month period  ended March 31, 1999,  due
to our continuing  reassessment  of losses  inherent in the loan  portfolio.  At
March 31, 2000, the allowance for loan losses  totaled  $508,000 or 0.60% of net
loans receivable and 182% 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
116% of total non-performing loans.

         We  established  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

                                       7
<PAGE>



collateral,  loan  commitments  outstanding,  delinquencies,  and other factors.
Accordingly,  the  calculation  of the adequacy of the allowance for loan losses
was not based directly on our level of non-performing assets.

         As of March 31, 2000, the Company's  non-performing assets,  consisting
of  nonaccrual  loans and  accruing  loans 90 days or more  delinquent,  totaled
$279,000, or 0.33% of total loans, compared to $390,000, or 0.50% of total loans
as of June 30,  1999, a decrease of  $111,000.  Loans  greater than 90 days past
due, and other  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. There was real estate owned on March 31, 2000 of $57,000.

         We 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, our 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  charges on deposit  accounts and other
fees.  Noninterest  income decreased $25,000 during the three month period ended
March 31, 2000 compared to the three month period ended March 31, 1999.  For the
nine month period ended March 31, 2000,  noninterest  income decreased  $154,000
compared the nine month period  ended March 31,  1999.  The decrease  during the
three and nine  month  periods  ended  March  31,  2000  were  primarily  due to
decreases in gains on the sale of loans during the three and nine month  periods
ended March 31, 2000 of $39,000 and  $174,000,  respectively,  due to  decreased
sales of mortgage loans during these periods.  There was also a decrease  during
the nine month period ending March 31, 2000 in profit on the sale of real estate
owned of $24,000 as compared to the same  period in 1999.  Offsetting  the above
mentioned  decreases for the nine month period were  increases in loan servicing
fees of $21,000 and service charges on deposit accounts of $6,000.

NONINTEREST EXPENSE. Noninterest expense was $532,000 for the three month period
ended March 31,  2000  compared  to  $618,000  reported  for the same prior year
period, a decrease of $85,000 or 13.8%.  Noninterest  expense for the nine month
period  ended March 31, 2000 was $1.7  million  compared to $1.9 million for the
same period in 1999,  a decrease of $164,000 or 8.6%.  The largest  component of
noninterest  expense,  salaries and  employee  benefits,  decreased  $26,000 and
$36,000  for the three  month  and nine  month  periods  ended  March 31,  2000,
respectively,  compared to the same  periods  during  1999.  The primary  factor
causing the above  mentioned  decreases  in salary and  employee  benefits was a
decrease in expenses  associated with our stock-based benefit plans, as a result
of our stock price.  We also recorded  decreases in noninterest  expense for the
nine month  period ended March 31, 2000 in data  processing  expense of $42,000,
due to a prior period rebate from our data processor and in professional fees of
$46,000,  a  result  of our  reincorporation  from a  Delaware  into a  Maryland
corporation during the 1999 period. The above mentioned decreases in noninterest
expense  were offset by an increase of $28,000 in the  provision to adjust loans
held for sale to the lower of cost or market  during the nine month period ended
March 31, 2000.

FEDERAL INCOME TAX EXPENSE. Federal income tax expense increased $36,000 for the
three month  period and  decreased  $8,000 for the nine month period ended March
31, 2000  compared to the same periods in 1999.  MSB  Financial's  effective tax
rate remains at approximately 34%.


LIQUIDITY AND CAPITAL RESOURCES

         Our  principal  sources of funds are  deposits,  principal and interest
repayments on loans, sales of loans and maturities of interest-bearing  deposits
and securities  held to maturity.  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

                                       8
<PAGE>



maturities  of less  than  five  years.  Marshall  Savings  has  maintained  its
liquidity  ratio at levels in excess of those  required.  At March 31, 2000, the
Bank's liquidity ratio was 4.21%.

         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 be sufficient funds available
to meet  current  loan  commitments.  At  March  31,  2000,  we had  outstanding
commitments to extend credit,  which  amounted to $6.1 million  (including  $3.9
million in available home equity lines of credit).  At March 31, 2000, there was
$27.8  million  in  advances  from the  Federal  Home Loan Bank of  Indianapolis
outstanding.  Based  on our  FHLB  borrowing  limit  of  $30.0  million,  we had
additional  FHLB  borrowings  of $2.2 million  available  on March 31, 2000.  We
believe that loan  repayments  and other  sources of funds,  will be adequate to
meet our foreseeable liquidity needs.

         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 March 31, 2000, Marshall Savings had tangible
capital and Tier 1 (core) capital of $10.6  million,  or 11.6% of 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 March 31, 2000, we had Tier 1 (core) capital of $10.6
million, or 18.9% of risk-weighted  assets, which was approximately $8.4 million
above the minimum requirement of 4.0% of risk-weighted total assets in effect on
that date. On March 31, 2000, we had total  risk-based  capital of $11.1 million
(including $10.6 million in core capital),  or 19.8% of risk-weighted  assets of
$56.0 million. This amount was $6.6 million above the 8.0% requirement in effect
on that date.


















                                       9

<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.


                                       10
<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: May 12, 2000                      \s\Charles B. Cook
                                        ----------------------------------------
                                        Charles B. Cook, President and Chief
                                        Executive Officer (Duly Authorized
                                        Officer)

Date: May 12, 2000                      \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  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.

10.3              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.

10.4              Registrant's  1997 Stock Option and Incentive  Plan,  filed as
                  Appendix A to Registrants  Schedule 14A filed on September 26,
                  1997 (File No. 0-24898), is incorporated herein by reference.

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)