**____________________________________________**

**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, 2000

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

|**Maryland**                                                 | **38-3203510**                         
|------------------------------------------------------------ | ---------------------------------------
|(State or other jurisdiction ofincorporation or organization | (I.R.S. Employer Identification 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 November 10, 2000, there were 1,244,975 shares of the Registrant's common stock issued and outstanding.

Transitional Small Business Disclosure Format (check one)

Yes [   ]            No [X]

**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                          | 2                                                       
|Condensed Consolidated Statements of Changes in Shareholders' Equity | 3                                                       
|Condensed Consolidated Statements of Cash Flows                      | 4                                                       
|Notes to Condensed Consolidated Financial Statements                 | 5                                                       
|Item 2.                                                              | Management's Discussion and Analysis or Planof Operation | 7 
|PART II.                                                             | OTHER INFORMATION                                        | 11
|                                                                     | SIGNATURES                                               | 12
|                                                                     | EXHIBIT INDEX                                            | 13

---

|                                                                                                                                                                                                                                  | September 30,2000 | June 30,2000
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------- | ------------
|                                                                                                                                                                                                                                  | (Unaudited)       |             
|**ASSETS**                                                                                                                                                                                                                        |                   |             
|Cash and due from financial institutions                                                                                                                                                                                          | $2,385,131        | $1,989,335  
|Interest-bearing deposits in other financial institutions                                                                                                                                                                         | 1,286,423         | 1,113,043   
|Total cash and cash equivalents                                                                                                                                                                                                   | 3,671,554         | 3,102,378   
|Securities held to maturity (fair value of $2,313 at    September 30, 2000 and $2,798 at June 30, 2000)                                                                                                                           | 2,313             | 2,798       
|Loans held for sale                                                                                                                                                                                                               |                   | 94,000      
|Loans receivable, net of allowance for loan losses of    $517,143 at September 30, 2000 and $513,159 at June 30, 2000                                                                                                             | 86,098,376        | 85,379,295  
|Federal Home Loan Bank stock                                                                                                                                                                                                      | 1,425,500         | 1,425,500   
|Accrued interest receivable                                                                                                                                                                                                       | 565,966           | 566,906     
|Premises and equipment, net                                                                                                                                                                                                       | 587,095           | 599,770     
|Mortgage servicing rights                                                                                                                                                                                                         | 312,092           | 303,649     
|Other assets                                                                                                                                                                                                                      | 1,673,671         | 1,770,699   
|Total Assets                                                                                                                                                                                                                      | $94,336,567       | $93,244,995 
|**LIABILITIES AND SHAREHOLDERS' EQUITY**                                                                                                                                                                                          |                   |             
|Liabilities                                                                                                                                                                                                                       |                   |             
|Deposits                                                                                                                                                                                                                          | $50,309,355       | $49,557,945 
|Federal Home Loan Bank advances                                                                                                                                                                                                   | 28,316,941        | 27,986,459  
|Advance payments by borrowers for taxes and insurance                                                                                                                                                                             | 274,908           | 671,608     
|Accrued interest payable                                                                                                                                                                                                          | 152,764           | 136,480     
|Accrued expenses and other liabilities                                                                                                                                                                                            | 1,102,966         | 802,817     
|Total Liabilities                                                                                                                                                                                                                 | 80,156,934        | 79,155,309  
|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 1,244,675 shares    outstanding at September 30, 2000 and
1,630,981 shares    issued and 1,265,825 shares outstanding at June 30, 2000 | 16,310            | 16,310      
|Additional paid-in capital                                                                                                                                                                                                        | 9,719,426         | 9,706,788   
|Retained earnings, substantially restricted                                                                                                                                                                                       | 8,593,649         | 8,368,824   
|Unallocated Employee Stock Ownership Plan shares                                                                                                                                                                                  | (184,796)         | (198,486)   
|Unearned Recognition and Retention Plan shares                                                                                                                                                                                    | (41,102)          | (57,912)    
|Treasury stock at cost - 386,006 shares at    September 30, 2000 and 365,156 shares at June 30, 2000                                                                                                                              | (3,923,854)       | (3,745,838) 
|Total Shareholders' Equity                                                                                                                                                                                                        | 14,179,633        | 14,089,686  
|Total Liabilities & Shareholders' Equity                                                                                                                                                                                          | $94,336,567       | $93,244,995 

---

---

|                                                                                | Three Months
|------------------------------------------------------------------------------- | ------------
|                                                                                | 2000        
|Interest and dividend income                                                    |             
|Loans receivable, including fees                                                | $1,842,158  
|Securities held to maturity - taxable                                           | 41          
|Other interest and dividend income                                              | 54,382      
|                                                                                | 1,896,581   
|Interest Expense                                                                |             
|Deposits                                                                        | 494,313     
|Federal Home Loan Bank Advances                                                 | 441,597     
|Other interest expense                                                          | 6,490       
|                                                                                | 942,400     
|**Net interest income**                                                         | 954,181     
|Provision for loan losses                                                       | 6,000       
|**Net interest income after provision for loan losses**                         | 948,181     
|Noninterest income                                                              |             
|Loan servicing fees, net                                                        | 14,459      
|Net gains on sales of loans held for sale                                       | 48,149      
|Service charges on deposit accounts                                             | 50,077      
|Other income                                                                    | 68,642      
|                                                                                | 181,327     
|Noninterest expense                                                             |             
|Salaries and employee benefits                                                  | 260,132     
|Occupancy and equipment expense                                                 | 70,020      
|Data processing expense                                                         | 55,107      
|Year 2000 expense                                                               |             
|Federal deposit insurance premiums                                              | 9,546       
|Director fees                                                                   | 28,617      
|Correspondent bank charges                                                      | 9,359       
|Provision to adjust loans held for sale to lower of cost or market              |             
|Michigan Single Business tax                                                    | 18,000      
|Professional fees                                                               | 32,685      
|Other expense                                                                   | 127,368     
|                                                                                | 610,834     
|**Income before federal income tax expense**                                    | 518,674     
|Federal income tax expense                                                      | 185,000     
|**Net income**                                                                  | 333,674     
|Basic earnings per common share                                                 | $   0.28    
|Weighted average common shares outstanding                                      | 1,197,325   
|Diluted earnings per common share                                               | $   0.28    
|Weighted average common shares and dilutive potential common shares outstanding | 1,210,851   

---

---

|                                                                                                      | CommonStock | AdditionalPaid-InCapital | RetainedEarnings | UnallocatedEmployee StockOwnershipPlan Shares | UnearnedRecognitionand RetentionPlan Shares | Treasury
Stock | TotalShareholders'Equity
|----------------------------------------------------------------------------------------------------- | ----------- | ------------------------ | ---------------- | --------------------------------------------- | ------------------------------------------- | -------------- | ------------------------
|**Balance, June 30, 1999**                                                                            | $   16,313  | $ 9,655,006              | $ 7,623,538      | $  (256,668)                                  | $  (85,372)                                 | $ (3,771,341)  | $ 13,181,476            
|Net income                                                                                            |             |                          | 273,280          |                                               |                                             |                | 273,280                 
|Cash dividends declared on common stock, net  of dividends on unearned ESOP Shares  ($.085 per share) |             |                          | (99,821)         |                                               |                                             |                | (99,821)                
|3,198 shares committed to be released  under the ESOP                                                 |             | 23,825                   |                  | 14,551                                        |                                             |                | 38,376                  
|Amortization of RRP shares                                                                            |             |                          |                  |                                               | 15,339                                      |                | 15,339                  
|Issuance of 4,000 RRP Shares                                                                          |             | 7,550                    |                  |                                               | (40,750)                                    | 33,200         |                         
|Repurchase of 5,780 shares of Common Stock                                                            |             |                          |                  |                                               |                                             | (60,428)       | (60,428)                
|**Balances, September 30, 1999**                                                                      | $   16,313  | $ 9,686,381              | $ 7,796,997      | $  (242,117)                                  | $  (110,783)                                | $ (3,798,569)  | $13,348,222             
|**Balances, June 30, 2000**                                                                           | $   16,310  | $ 9,706,788              | $ 8,368,824      | $  (198,486)                                  | $  (57,912)                                 | $ (3,745,838)  | $14,089,686             
|Net income                                                                                            |             |                          | 333,674          |                                               |                                             |                | 333,674                 
|Cash dividends declared on common stock, net  of dividends on unearned ESOP shares  ($.09 per share)  |             |                          | (108,849)        |                                               |                                             |                | (108,849)               
|3,009 shares committed to be released  under the ESOP                                                 |             | 12,638                   |                  | 13,690                                        |                                             |                | 26,328                  
|Amortization of RRP shares                                                                            |             |                          |                  |                                               | 16,810                                      |                | 16,810                  
|Repurchase of 20,850 shares of Common Stock                                                           |             |                          |                  |                                               |                                             | (178,016)      | (178,016)               
|**Balances, September 30, 2000**                                                                      | $   16,310  | $ 9,719,426              | $ 8,593,649      | $  (184,796)                                  | $  (41,102)                                 | $ (3,923,854)  | $14,179,633             

---

---

|                                                                             | 2000        | 1999       
|---------------------------------------------------------------------------- | ----------- | -----------
|**Cash flows from operating activities**                                     |             |            
|Net income                                                                   | $  333,674  | $  273,280 
|Adjustments to reconcile net income    to net cash from operating activities |             |            
|Provision for loan losses                                                    | 6,000       | 18,000     
|Provision to adjust loans held for sale        to lower of cost or market    |             | 10,499     
|Depreciation                                                                 | 36,045      | 38,708     
|Amortization of mortgage servicing rights                                    | 15,676      | 13,836     
|Employee Stock Ownership Plan expense                                        | 26,328      | 38,376     
|Recognition and Retention Plan expense                                       | 16,810      | 15,339     
|Originations of loans held for sale                                          | (2,342,004) | (1,737,506)
|Proceeds from sales of loans held for sale                                   | 2,460,034   | 1,945,650  
|Net gains on sales of loans held for sale                                    | (48,149)    | (32,150)   
|Change in assets and liabilities                                             |             |            
|Accrued interest receivable                                                  | 940         | (11,792)   
|Other assets                                                                 | 97,028      | (59,074)   
|Accrued interest payable                                                     | 16,284      | 4,833      
|Accrued expenses and other liabilities                                       | 300,149     | 46,871     
|Net cash from operating activities                                           | 918,815     | 564,870    
|**Cash flows from investing activities**                                     |             |            
|Principal paydowns on mortgage-backed securities                             | 485         | 680        
|Purchase of FHLB stock                                                       |             | (62,700)   
|Net change in loans                                                          | (725,081)   | (2,985,940)
|Net purchases of premises and equipment                                      | (23,370)    | (3,701)    
|Net cash from investing activities                                           | (747,966)   | (3,051,661)
|**Cash flows from financing activities**                                     |             |            
|Net change in deposits                                                       | 751,410     | (664,405)  
|Proceeds from Federal Home Bank advances                                     | 9,500,000   | 4,700,000  
|Repayments on Federal Home Bank advances                                     | (9,169,518) | (1,901,246)
|Net change in advance payments    by borrowers for taxes and insurance       | (396,700)   | (161,219)  
|Cash dividends paid                                                          | (108,849)   | (99,821)   
|Repurchase of common stock                                                   | (178,016)   | (60,428)   
|Net cash from financing activities                                           | 398,327     | 1,812,881  
|Net change in cash and cash equivalents                                      | 569,176     | (673,910)  
|Cash and cash equivalents at beginning of period                             | 3,102,378   | 2,612,258  
|**Cash and cash equivalents at end of period**                               | $3,671,554  | $1,938,348 
|Supplemental disclosures of cash flow information                            |             |            
|Cash paid during the period for:                                             |             |            
|Interest                                                                     | $  942,679  | $  794,036 
|Income taxes                                                                 | 70,000      |            

---

---

**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 September 30, 2000 and the results of operations and 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, 2000.  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.

Certain reclassifications were made to the 1999 condensed consolidated financial statements to conform to the 2000 presentation.

**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 three month periods ended September
30, 2000 and 1999:

|                                                                                     | 2000           | 1999           
|------------------------------------------------------------------------------------ | -------------- | ---------------
|Basic Earnings Per Common Share                                                      |                |                
|Numerator                                                                            |                |                
|Net Income                                                                           | $  333,674     | $  273,280     
|Denominator                                                                          |                |                
|Weighted average common shares outstanding                                           | 1,253,402      | 1,259,584      
|Less:  Average unallocated ESOP Shares                                               | (42,189)       | (54,882)       
|Less:  Average nonvested RRP Shares                                                  | (13,888)       | (19,719)       
|Weighted average common shares outstanding for      basic earnings per common shares | 1,197,325      | 1,184,983      
|Basic earnings per common share                                                      | $          .28 | $     
     .23

---

---

|Diluted Earnings Per Common Share                                                   |                  |                  
|----------------------------------------------------------------------------------- | ---------------- | -----------------
|Numerator                                                                           |                  |                  
|Net Income                                                                          | $  333,674       | $  273,280       
|Denominator                                                                         |                  |                  
|Weighted average common shares outstanding      for basic earnings per common share | 1,197,325        | 1,184,983        
|Add:  Dilutive effects of average nonvested RRP      shares, net of tax benefits    | 3,111            | 4,476            
|Add:  Dilutive effective of assumed exercises of      stock options                 | 10,415           | 28,819           
|Weighted average common shares and dilutivepotential common shares outstanding      | 1,210,851        | 1,218,278        
|Diluted earnings per common share                                                   | $            .28 | $  
          .22

Stock options for 84,131 and 67,848 shares of common stock were not considered in computing diluted earnings
per common share for the three month periods ended September 30, 2000 and 1999 because they were antidultive.

**NOTE 3 - REPURCHASES OF COMMON STOCK**

During the quarter ended September 30, 2000, we repurchased 20,850 shares of our common stock at a total cost
of $178,016, or $8.54 per share, as compared to 5,780 shares during the quarter ended September 30, 1999, at a total
cost of $60,428 or $10.45 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.  Under the current repurchase program, which expires March 22,
2001, we have repurchased a total of 20,850 shares at a total cost of $178,016 or $8.54 per share.

---

**Item 2.  Management's Discussion and Analysis or Plan              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, 2000 to June 30, 2000
and the results of operations for the period ended September 30, 2000 with the same period ended September 30,
1999.  This discussion should be read in conjunction with the condensed consolidated 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 context requires.

*Forward-Looking Statements Disclosure*

This document, including information incorporated by reference, may contain forward-looking
statements about MSB Financial and its subsidiary which we believe are within the meaning of the Private
Securities Litigation Reform Act of 1995.  These forward-looking statements include, without limitation,
statements with respect to anticipated future operating and financial performance, growth opportunities, interest
rates, cost savings and funding advantages expected or anticipated to be realized by management.  Words such
"may", "could", "would", "believe", "anticipate", "estimate", "expect", "intend", "plan", and similar expressions
are intended to identify these forward-looking statements.  Forward-looking statements by MSB Financial and its
management are based on beliefs, plans, objectives, goals, expectations, anticipations, estimates and intentions
of management and are not guarantees of future performance.  MSB Financial disclaims any obligation to update
or revise any forward-looking statements based on the occurrence of future events, the receipt of new
information, or otherwise.  The important factors we discuss below and elsewhere in this document, in our
filings with the SEC and those presented elsewhere by our management from time to time, could cause actual
results to differ materially from those indicated by the forward-looking statements made in this document:

- the strength of the United States economy in general and the strength of the local economies in which
we conduct our operations;

the effects of, and changes in, trade, monetary and fiscal policies and laws, including interest rate
policies of the Federal Reserve Board;inflation, interest rate, market and monetary fluctuations;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;the willingness of users to substitute competitors' products and services for our products and services;our success in gaining regulatory approval of our products and services, when required;the impact of changes in financial services' laws and regulations (including laws concerning taxes,
banking, securities and insurance);the impact of technological changes;acquisitions;changes in consumer spending and savings habits; andour success at managing the risks involved in our business.
- the effects of, and changes in, trade, monetary and fiscal policies and laws, including interest rate
policies of the Federal Reserve Board;
- inflation, interest rate, market and monetary fluctuations;
- 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;
- the willingness of users to substitute competitors' products and services for our products and services;
- our success in gaining regulatory approval of our products and services, when required;
- the impact of changes in financial services' laws and regulations (including laws concerning taxes,
banking, securities and insurance);
- the impact of technological changes;
- acquisitions;
- changes in consumer spending and savings habits; and
- our success at managing the risks involved in our business.

*Financial Condition*

Total assets increased $1.1 million to $94.3 million from June 30, 2000 to September 30, 2000.  Net
loans, including loans held for sale, increased by $625,000 or 0.7% for the period.  This increase was primarily
funded by an increase of $751,000 in deposits and an increase of $330,000 in Federal Home Loan Bank
advances.

Total liabilities increased $1.0 million to $80.2 million from June 30, 2000 to September 30, 2000. In
addition to the increases in Federal Home Loan Bank advances and deposits discussed above we also
experienced increases in accrued interest payable of $16,000 and in accrued expenses and other liabilities of
$300,000.  Offsetting the above mentioned increases in liabilities for the period was a decrease in advance
payments by borrowers for taxes and insurance of $397,000 due to the payment of summer personal property taxes for real estate mortgage loan customers.

Net income, offset by the payment of cash dividends on common stock and repurchases of our common
stock resulted in a net increase in shareholders' equity of  $90,000.

*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 noninterest income, including fee income and service charges, and the level of our noninterest 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, 2000 was $334,000, 22.1% higher than net
income of $273,000 for same period ended September 30, 1999.  Reasons for the increase in net income are
discussed in detail below.

***Net Interest Income.***Net interest income increased $96,000, or 11.2%, to $954,000 for the three month period
ended September 30, 2000, as compared to the same period ended September 30, 1999.  Contributing to the increase in net interest income mentioned above was an increase in the weighted
average yield on the loan portfolio for the three month period ended September 30, 2000 of 49 basis points to
8.77% from 8.28% for the same period ended September 30, 1999.  The increase in weighted average yield for
the three month period was primarily the result of adjustable rate loans renewing at higher rates.  Total interest expense
increased $144,000, or 18.0%, as compared to the same period in 1999.  For the three month period ended
September 30, 2000, Federal Home Loan Bank advance interest increased $56,000 when compared to the same
period ended September 30, 1999.  Increased average deposit balances and increased rates paid on certificates of
deposits also contributed to the increases in interest expense discussed above.  Interest expense on deposits increased
$85,000 for the three month period ended September 30, 2000, as compared to the same 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 was $6,000 for the three month period
ended September 30, 2000 as compared to $18,000 for the three month period ended September 30, 1999, due to
management's continuing reassessment of losses inherent in the loan portfolio.  At September 30, 2000, the
allowance for loan losses totaled $517,000 or 0.60% of net loans receivable and 119.78% of total non-performing loans.  At June 30, 2000, our allowance for loan losses totaled $513,000, or 0.60% of net loans
receivable and 193.64% of total non-performing loans.

We have 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 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 the level of non-performing assets.

As of September 30, 2000, non-performing assets, consisting of nonaccrual loans and accruing loans 90
days or more delinquent, totaled $432,000, or 0.50% of total loans, compared to $265,000, or 0.30% of total
loans as of June 30, 2000, an increase of $167,000.  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.  At September 30, 2000 we had real estate owned of $57,000 and no real estate owned at June 30, 2000.

We continue to monitor the allowance for loan losses and make future additions to the allowance
through the provision for loan losses as economic conditions and loan portfolio quality dictate.  Although we
maintain the 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, the 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 net gains on sales of loans held for sale, loan servicing fees,
service charges on deposit accounts and other income.  Noninterest income increased $33,000 during the three month
period ended September 30, 2000 compared to the three month period ended September 30, 1999.  This increase
was primarily due to an increase in net gains on the sales of loans held for sale of $16,000, due to increased sales of mortgage
loans during the period as compared to the same period of the prior year.  We also experienced increases in service charges on deposit accounts of $5,000 and in ATM
and debit card processing fees of $5,000, included in other income.  ATM fees increased due to increased debit and ATM Card
activity, as well as an increase in the access fee charge at our ATM machine.  There were no other significant changes in the components of noninterest income.

***Noninterest Expense.***Noninterest expense was $611,000 for the three month period ended September 30, 2000
compared to $571,000 reported for the same prior year period, an increase of $40,000 or 6.9%.  The increase in
noninterest expense was primarily the result of an increase of $35,000 in our data processing expense during the three
month period ended September 2000 as compared to the same period of the prior year. This increase in data processing expense was the result of a prior period
rebate from our data processor of $22,000 during the 1999 period and a change in our billing due date for data processing charges during the
2000 period which resulted in an extra monthly payment of $13,000 during the 2000 period as compared to the same period of the prior year.  Offsetting the above
mentioned increase, were decreases in our federal deposit insurance premiums of $4,000, director fees of $3,000,
provision to adjust loans held for sale to lower of cost or market of $10,000 and expenses associated with year
2000 expense of $7,000. The largest component of noninterest expense, salaries and employee benefits,
decreased $2,000 for the three month period ended September 30, 2000, as compared to the same period during
1999

***Federal Income Tax Expense.***Federal income tax expense increased $41,000 for the three month period ended
September 30, 2000 compared to the same period in 1999 due to an increase in income before federal income tax expense.

*Liquidity and Capital Resources*

Our principal source of funds are deposits, principal and interest repayments on loans, sales of loans and
interest-bearing deposits in other financial institutions.  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 that we maintain minimum levels of liquid assets.  The required percentage
has varied from time to time based upon economic conditions and savings flows, and 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.  We have maintained our liquidity ratio at levels in excess of those required.  At September 30, 2000, our
liquidity ratio was 4.98%.

Liquidity management is both a daily and long term responsibility management.  Investments in liquid
assets are adjusted based upon our assessment of expected loan demand, expected deposit flows, yields available
on interest-earning deposits in other financial institutions and securities, and the objective of our asset/liability management program.  Excess
liquidity is invested generally in interest-earning overnight deposits of the Federal Home Loan Bank of
Indianapolis.  We also use our borrowing capability through the Federal Home Loan Bank of Indianapolis to
meet liquidity needs.

At September 30, 2000, we had advances from the Federal Home Loan Bank of Indianapolis of $28.3
million, used primarily to fund 15 year fixed-rate and adjustable-rate one- to four-family residential mortgage
loans held in our portfolio.  We also use our liquidity resources to meet ongoing commitments, to fund maturing
certificates of deposit and deposit withdrawals, and to meet operating expenses.  At September 30, 2000, we had
outstanding commitments to extend credit which amounted to $5.3 million (including $4.0 million in available
home equity lines of credit).  We believe that loan repayments and other sources of funds, including Federal
Home Loan Bank advances, 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.  These capital requirements must be generally as stringent as the comparable capital requirements
for national banks.  The Office of Thrift Supervision is also authorized to impose capital requirements in excess
of these standards on individual associations on a case-by-case basis.

As of September 30, 2000, Marshall Savings had tangible capital and Tier 1 (core) capital of $10.7
million, or 11.3% or adjusted total assets, which was approximately $9.3 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, 2000, we had Tier 1 (core) capital of $10.7 million, or 11.3% 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, 2000, we had total risk-based capital of $11.2 million (including $10.7 million in core
capital), or 19.4% of risk-weighted assets of $57.9 million.  This amount was $6.6 million above the 8.0%
requirement in effect on that date.

*New Accounting Standards*

A new accounting standard, SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities", as amended by SFAS No. 137 and SFAS No. 138 requires all derivatives to be recognized at fair value as either assets or liabilities in the consolidated
balance sheets beginning with the quarter ended September 30, 2000.  Changes in the fair value of derivatives
not designated as hedging instruments are to be recognized currently in earnings.  Gains or losses on derivatives
designated as hedging instruments are either to be recognized currently in earnings or are to be recognized as a
component of other comprehensive income (loss), depending on the intended use of the derivatives and the
resulting designations.  Adoption of this new standard did not have a material impact on our consolidated
financial position or results of operations, as we do not have any derivative instruments to account for under provisions of this new accounting standard.

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.

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 13, 2000 | \s\Charles B. CookCharles B. Cook,  President and ChiefExecutive Officer  (Duly AuthorizedOfficer)
|Date: November 13, 2000 | \s\Elaine R. CarbaryElaine R. Carbary, Chief FinancialOfficer (Principal Financial Officer)       

|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 Statement 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 September 26, 1997 (File No. 0-24898).                                                                 
|11          | Statement re: computation of earnings per share (see Note 2 of the Notes to Condensed Consolidated Financial Statements)                                                                                           
|27          | Financial Data Schedule (electronic filing only)