****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 1934For the quarterly period ended March 31, 2002OR[  ]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**(State or other jurisdiction ofincorporation or organization **38-3203510**(I.R.S. Employer IdentificationNumber)**Park and Kalamazoo Avenue, N.E., Marshall, Michigan**(Address of principal executive offices)**49068**(ZIP Code)Registrant's telephone number, including area code:     **(616) 781-5103**        As of May 12, 2002, there were 1,240,742 shares of the Registrant's common stock issued and outstanding.Transitional Small Business Disclosure Format (check one)Yes [  ]       No [X]NEXT PAGE**MSB FINANCIAL, INC.INDEXPART I.FINANCIAL INFORMATION..............................................1Item 1.Financial Statements (Unaudited)............................................        1Condensed Consolidated Balance Sheets............................................1Condensed Consolidated Statements of Income............................................2Condensed Consolidated Statements of Changes in Shareholders' Equity............................................3Condensed Consolidated Statements of Cash Flows........................................ 4Notes to Condensed Consolidated Financial Statements..................................5Item 2.Management's Discussion and Analysis..................................9PART II. OTHER INFORMATION.......................................................     15 SIGNATURES........................................................................     16 EXHIBIT INDEX...................................................................17NEXT PAGEMSB FINANCIAL, INC.CONDENSED CONSOLIDATED BALANCE SHEETSMarch 31, 2002 and June 30, 2001March 31,2002(Unaudited)June 30,2001**ASSETS**       Cash and due from financial institutions$   2,401,258$   1,716,295       Interest-bearing deposits in other financial institutions2,576,8292,346,156              Total cash and cash equivalents4,978,0874,062,451       Securities available for sale13,019,548-       Securities held to maturity (fair value of $294 at         March 31, 2002 and $1,069 at June 30, 2001)2941,069       Loans held for sale607,400264,800       Loans receivable, net of allowance for loan losses of         $641,352 at March 31, 2002 and $570,632 at June 30, 200180,713,84184,653,836       Federal Home Loan Bank stock1,426,6001,426,600       Accrued interest receivable505,630555,288       Premises and equipment, net1,392,698746,289       Mortgage servicing rights574,936392,389       Core deposit intangibles450,076-       Unidentified intangible1,501,661-       Other assets2,877,8561,929,627              Total Assets$108,048,627$ 94,032,349**LIABILITIES AND SHAREHOLDERS' EQUITY**Liabilities       Deposits$   74,555,504$   54,657,890       Federal Home Loan Bank advances15,675,21522,303,035       Advance payments by borrowers for taxes and insurance554,858732,668       Accrued interest payable160,089161,372       Accrued expenses and other liabilities1,054,8551,141,551              Total Liabilities 92,000,52178,996,516Shareholders' 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 1,253,840 shares           outstanding at March 31, 2002 and 1,630,981 shares         issued and 1,243,575 shares outstanding at June 30, 200116,31016,310       Additional paid-in capital9,798,0579,755,668       Retained earnings, substantially restricted10,211,1539,370,758       Unearned Employee Stock Ownership Plan shares(105,190)(143,724)       Unearned Recognition and Retention Plan shares(21,044)(28,275)       Treasury stock, at cost -- 377,141 shares at         March 31, 2002 and 387,406 shares at June 30, 2001(3,851,180)(3,934,904)              Total Shareholders' Equity16,048,10615,035,833              Total Liabilities & Shareholders' Equity$108,048,627$ 94,032,349See accompanying notes to condensed consolidated financial statements.1NEXT PAGEMSB FINANCIAL, INC.CONDENSED CONSOLIDATED STATEMENTS OF INCOMENine months and three months ended March 31, 2002 and 2001(Unaudited)Nine MonthsThree Months2002200120022001Interest and dividend income       Loans receivable, including fees$5,051,174$5,516,169$1,577,207$1,822,841       Securities held to maturity, taxable2599226       Securities available for sale19,548-19,548-       Other interest and dividend income131,170156,25334,59951,154 5,201,9175,672,5211,631,3561,874,021Interest Expense       Deposits1,399,6521,508,724421,923501,556       Federal Home Loan Bank advances858,3721,304,767246,144419,621       Other interest expense23,71520,0178,0656,681 2,281,7392,833,508676,132927,858**Net interest income2,920,1782,839,013955,224946,163Provision for loan losses61,00036,00012,00024,000**Net interest income after provision  for loan losses**2,859,1782,803,013943,224922,163Noninterest income       Loan servicing fees, net(12,690)37,7667,7108,804       Net gains on sales of loans held for sale633,539144,926162,57959,805       Service charges on deposit accounts196,327169,31063,40758,362       Other income275,066195,43485,46464,277 1,092,242547,436319,160191,248Noninterest expense       Salaries and employee benefits917,796786,907324,584269,825       Occupancy and equipment expense225,329206,24185,26067,516       Data processing expense145,581160,00050,22151,383       Federal deposit insurance premiums31,25928,81411,3409,709       Director fees80,69577,74525,97521,450       Correspondent bank charges27,68228,0388,2099,168       Provision to adjust loans held for sale         to lower of cost or market--(1,725)-       Michigan Single Business tax67,00054,00023,00017,000       Professional fees124,87089,20736,98527,311       Amortization of acquisition intangibles15,151-15,151-       Other expense492,881356,969180,776106,921 2,128,2441,787,921759,776580,283**Income before federal income   tax expense**1,823,1761,562,528502,608533,128Federal income tax expense624,000545,000187,000185,000**Net income**$  1,199,176$  1,017,528$    315,608$    348,128Basic earnings per common share$            0.99$            0.85$            0.26$            0.29Weighted average common shares outstanding1,214,9301,195,9951,222,7961,197,244Diluted earnings per common share$            0.97$            0.84$            0.25$            0.29Weighted average common shares and dilutive  potential common shares outstanding1,239,1681,210,1061,251,3241,219,101See accompanying notes to condensed consolidated financial statements.2NEXT PAGEMSB FINANCIAL, INC.CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITYNine months ended March 31, 2002 and 2001(Unaudited ) CommonStockAdditionalPaid-InCapitalRetainedEarningsUnearnedEmployee StockOwnershipPlan SharesUnearnedRecognitionand RetentionPlan SharesTreasuryStockTotalShareholders'Equity**Balance, July 1, 2000**$16,310$9,706,788$8,368,824$(198,486)$(57,912)$(3,745,838)$14,089,686Net income--1,017,528---1,017,528Cash dividends declared on common stock, net  of dividends on unearned ESOP Shares ($.27 per share)--(324,400)---(324,400)9,028 shares committed to be released  under the ESOP-38,374-41,072--79,446Issuance of 1,000 common shares from  treasury stock due to exercise of stock options-(1,200)---8,3007,100Amortization of RRP shares----26,929-26,929Repurchase of 23,250 shares of common stock-----(197,366)(197,366)**Balances, March 31, 2001**$16,310$ 9,743,962$9,061,952$(157,414)$(30,983)$(3,934,904)$14,698,923**Balances, July 1, 2001**$16,310$9,755,668$9,370,758$(143,724)$(28,275)$(3,934,904)$15,035,833Net income--1,199,176---1,199,176Cash dividends declared on common stock, net  of dividends on unearned ESOP shares ($.295 per share)--(358,781)---(358,781)8,469 shares committed to be released   under the ESOP-55,307-38,534--93,841Issuance of 10,765 common shares from treasury  stock due to proceeds from exercise of stock options-(12,918)---89,34976,431Amortization of RRP Shares----7,231-7,231Repurchase of 500 shares of common stock----(5,625)(5,625)-**Balances, March 31, 2002**$16,310$9,798,057$10,211,153$(105,190)$(21,044)$(3,851,180)$16,048,106See accompanying notes to condensed consolidated financial statements.3NEXT PAGEMSB FINANCIAL, INC.CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWSNine months ended March 31, 2002 and 2001(Unaudited) 20022001**Cash flows from operating activities**       Net income$1,199,176$1,017,528       Adjustments to reconcile net income         to net cash from operating activities                        Provision for loan losses61,00036,000                        Depreciation116,544108,135                        Amortization of mortgage servicing rights137,61353,331                        Amortization of acquisition intangibles15,151-                        Employee Stock Ownership Plan expense93,84179,446                        Recognition and Retention Plan expense7,23126,929                        Originations of loans held for sale(32,677,852)(8,159,635)                        Proceeds from sales of loans held for sale32,648,6317,558,410                        Net gains on sales of loans held for sale(633,539)(144,926)                        Change in assets and liabilities                                    Accrued interest receivable49,658(52,415)                                    Other assets(948,229)(224,101)                                    Accrued interest payable(1,283)26,241                                    Accrued expenses and other liabilities(86,696)362,650                                                Net cash from operating activities(18,754)687,593**Cash flows from investing activities**       Purchases of securities available for sale(13,019,548)-       Principal paydowns on mortgage-backed securities held to maturity7751,374       Purchase of Federal Home Loan Bank stock-(1,100)       Net change in loans3,878,995(412,562)       Net purchases of premises and equipment(177,953)(280,910)       Cash received from net liabilities assumed in branch acquisition14,621,136-       Net cash from investing activities5,303,405(693,198)**Cash flows from financing activities**       Net change in deposits2,724,5901,669,443       Proceeds from Federal Home Bank advances-26,000,000       Repayments on Federal Home Bank advances(6,627,820)(26,979,075)        Net change in advance payments         by borrowers for taxes and insurance(177,810)(209,790)       Cash dividends paid(358,781)(324,400)       Repurchase of common stock(5,625)(197,366)       Proceeds from exercise of stock options76,4317,100              Net cash from financing activities(4,369,015)(34,088)Net change in cash and cash equivalents915,636(39,693)Cash and cash equivalents at beginning of period4,062,4513,102,378**Cash and cash equivalents at end of period**$4,978,087$3,062,685Supplemental disclosures of cash flow information        Cash paid during the period for:              Interest$2,283,022$2,807,267              Income taxes776,000570,000        Increase in fixed assets from branch acquisition585,000-        Increase in deposits from branch acquisition17,173,024-        Intangible assets resulting from branch acquisition1,966,888-See accompanying notes to condensed consolidated financial statements.4NEXT PAGEMSB FINANCIAL, INC.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSNine months ended March 31, 2002(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, 2002 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, 2001.  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, 2002 and 2001: Nine MonthsThree Months 2002200120022001Basic Earnings Per Common Share       Numerator              Net Income$1,199,176$1,017,528$315,608$348,128            Denominator              Weighted average common shares         outstanding1,247,1071,246,7861,250,8791,243,308              Less: Average unallocated ESOP shares(27,423)(39,180)(24,600)(36,171)              Less: Average nonvested RRP shares(4,754)(11,611)(3,483)(9,893)              Weighted average common shares                outstanding for basic earnings per                common shares1,214,9301,195,9951,222,7961,197,244Basic earnings per common share$       0.99$       0.85$       0.26$       0.295NEXT PAGEMSB FINANCIAL, INC.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSNine months ended March 31, 2002(Unaudited)NOTE 2 -- EARNINGS PER COMMON SHARE**(Continued)** Nine MonthsThree Months 2002200120022001Diluted Earnings Per Common Share       Numerator              Net Income$1,199,176$1,017,528$315,608$348,128       Denominator              Weighted average common shares                outstanding for basic earnings per                common share1,214,9301,195,9951,222,7961,197,244              Add: Dilutive effects of average                nonvested RRP shares, net of                tax benefits4862,2783693,254              Add: Dilutive effects of assumed                exercises of stock options23,75211,83328,15918,603              Weighted average common shares                and dilutive potential common                shares outstanding1,239,1681,210,1061,251,3241,219,101Diluted earnings per common share$       0.97$       0.84$       0.25$       0.29Stock options for 67,848 shares of common stock for the three and nine month periods ended March 31, 2002 and stock options for 81,748 shares of common stock for both the three and nine month periods ended March 31, 2001, were not considered in computing diluted earnings per common share because they were not dilutive.**NOTE 3 -- ALLOWANCE FOR LOAN LOSSES**Activity in the allowance for loan losses is summarized as follows for the nine and three month periods ended March 31, 2002 and 2001: Nine MonthsThree Months 2002200120022001Balance at beginning of period$570,632$513,159$629,320$523,255       Provision for loan losses61,00036,00012,00024,000       Recoveries11,5774033242       Charge-offs(1,857)(2,265)--Balance at end of period$641,352$547,297$641,352$547,2976NEXT PAGEMSB FINANCIAL, INC.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSNine months ended March 31, 2002(Unaudited)**NOTE 4 -- SECONDARY MORTGAGE MARKET ACTIVITIES**The following summarizes our secondary mortgage market activities for the nine and three month periods ended March 31, 2002 and 2001: Nine MonthsThree Months 2002200120022001Loans originated for resale, net of  principal paydowns$32,677,852$8,159,635$8,028,531$3,751,254Proceeds from sales of loans originated  for resale32,648,6317,558,4107,720,3803,410,734Gain on sales of loans originated  for resale633,539144,926162,57959,805Portion of gain resulting from costs  allocated to mortgage servicing rights320,16071,15175,57830,525Loan servicing fees, net(12,690)37,7667,7108,804Loans held for sale balance at March 31, 2002 and June 30, 2001:March 31,2002June 30,2001Loans held for sale$607,400$264,800Less: Allowance to adjust loans held for   sale to lower of aggregate cost or market--Loans held for sale, net$607,400$264,800Mortgage loans serviced for others are not included in the accompanying condensed consolidated balance sheets.  The unpaid principal balances on these loans at March 31, 2002 and June 30, 2001 are summarized as follows: March 31,2002June 30,2001Mortgage loan portfolios serviced for FHLMC$71,845,000$55,296,000Custodial escrow balances maintained in connection with the foregoing serviced loans at March 31, 2002 and June 30, 2001 were $280,000 and $341,000, respectively.7NEXT PAGEMSB FINANCIAL, INC.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSNine months ended March 31, 2002(Unaudited)**NOTE 5 - BRANCH PURCHASE AGREEMENT**On October 30, 2001, Marshall Savings Bank, F.S.B. the wholly owned operating subsidiary of MSB Financial, Inc., entered into an agreement to acquire one Marshall, Michigan branch office facility and related deposits from TCF National Bank of Minneapolis, Minnesota.  On March 15, 2002, the transaction was completed with approximately $585,000 in fixed assets being acquired and approximately $17.2 million of deposits being assumed.  Approximately $14.6 million in liquid assets were received from TCF National Bank at closing.   The transaction has been be accounted for under the purchase method of accounting, and applicable intangible assets acquired will be amortized over their estimated economic lives.  This transaction resulted in $453,570 in core deposit intangibles and $1,513,318 in unidentifiable intangibles.  The intangibles will be amortized into expense over a 10 year period using an accelerated amortization method.  Current interpretations issued by FASB will require amortization of the core deposit intangibles and the unidentifiable intangibles resulting from the branch acquisition.  However, we understand that FASB is reconsidering their interpretation and it is possible that in the future we will not be required to amortize the unidentifiable intangibles resulting from the branch acquisition. We have determined that this transaction is a branch acquisition and thus the historical financial statements of the business acquired and pro forma financial statements are not required under Article 11 of Regulation S-X.The fixed assets of the branch office facility acquired by Marshall Savings Bank from TCF National Bank consist of a building, land, furniture, fixtures and equipment and will continue to be used as a branch office by Marshall Savings Bank.**Acquired Intangible Assets** As of March 31, 2002 Gross CarryingAmountAccumulatedAmortizationAmortized intangible assets       Core deposit intangibles$453,570$3,494              Unidentified intangibles1,513,31811,657                     Total$1,966,888$15,151Aggregate Amortization Expense       For the three months ended March 31, 2002$       15,151Estimated Amortization Expense for years ended June 30:              2002$104,304               2003347,186              2004311,424               2005275,662               2006239,901               2007204,139               2008168,378               2009132,616               201096,854               201161,093               201225,331 8NEXT PAGE**Item 2.        Management's Discussion and Analysis**          The following discussion compares the consolidated financial condition of MSB Financial, Inc. and Marshall Savings Bank, F.S.B. at March 31, 2002 to June 30, 2001 and the results of operations for the three and nine month periods ended March 31, 2002 with the same periods ended March 31, 2001.  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 Bank as the context requires.*Forward-Looking Statements Disclosure*          This document, including information incorporated by reference, and future filings by MSB Financial, Inc. on Form 10-KSB, Form 10-QSB, and Form 8-K and future oral and written statements by MSB Financial and its management, 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 as "may," "could," "should," "would," "believe," "anticipate," "estimate," "expect," "intend," "plan" and similar expressions are intended to identify these forward-looking statements.  The important factors we discuss below and elsewhere in this document, as well as other factors discussed under the caption "Management's Discussion and Analysis or Plan of Operation" in this document and identified 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; and   our success at managing the risks involved in our business.          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.  *Financial Condition*          Total assets increased $14.0 million to $108.0 million from June 30, 2001 to March 31, 2002, primarily a result of the branch purchase from TCF National Bank.  As a result of this transaction we received liquid assets totaling $14.6 million, of which $13.0 million was invested in a liquid Adjustable Rate Mortgage 9NEXT PAGEFund, which during the month of March had a yield of 3.23%.  The proceeds invested in the fund will provide cash for future FHLB advances payments, as well as future lending activity.  From the branch purchase we acquired $585,000 in fixed assets, consisting of a building, land, furniture, fixtures and equipment.  We will continue to use this property as a branch office of Marshall Savings Bank.  The branch purchase also resulted in $454,000 in core deposit intangibles and $1.5 million in unidentifiable intangibles.  Both intangible amounts will be amortized into expense over a ten year period using an accelerated amortization method.  See Note 5 -- Branch Purchase for further information.            During the nine month period ended March 31, 2002 we experienced a decrease in net loans, including loans held for sale, of $3.6 million or 4.3%.  The decrease in net loans was due to strong loan refinancing activity in favor of fixed-rate one- to four-family mortgage loans during the period, a result of low mortgage interest rates.  We generally sell fixed-rate mortgage products to Freddie Mac, retaining the right to service these loans.  This resulted in the decrease of net loans.  However, mortgage loans serviced for others increased from $55.3 million at June 30, 2001 to $71.8 million at March 31, 2002, an increase of $16.5 million or 29.8%.  Mortgage servicing rights increased $183,000 or 46.5%, at March 31, 2002 as compared to June 30, 2001, due to retained mortgage service rights on increased loan sales during the 2002 period.           Total liabilities increased $13.0 million to $92.0 million from June 30, 2001 to March 31, 2002.  This increase was primarily the result of an increase in deposits due to the branch purchase.  At March 31, 2002 deposits totaled $74.6 million compared to $54.7 million at June 30, 2001.  We assumed $17.2 million in deposits, consisting of $9.6 million in time deposits and $7.6 million in core deposits.  Offsetting the increase in deposits was a decrease in Federal Home Loan Bank advances of $6.6 million from June 30, 2001 to March 31, 2002, a result of principal payments during the 2002 period.  We also experienced decreases in advanced payments by borrowers for taxes and insurance of $178,000, accrued expenses and other liabilities of $87,000 and interest payable of $1,300.          Net income, offset by the payment of dividends on common stock, contributed to a net increase in shareholders' equity of  $1.0 million. *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, 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 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 March 31, 2002 was $316,000, 9.3% lower than net income of $348,000 for the same period ended March 31, 2001.  Net income for the nine month period ended March 31, 2002 was $1.2 million, 17.9% higher than net income of $1.0 million for the same period in 2001.  Reasons for the changes in net income are discussed in detail below.   ***Net Interest Income.***Net interest income increased $9,000, or 1.0%, to $955,000 million for the three month period ended March 31, 2002, as compared to the same three month period in 2001.  For the nine month period ended March 31, 2002, net interest income increased $81,000, or 2.8%, to $2.9 million.            The increase in net interest income during the three and nine month periods ended March 31, 2002 was primarily the result of decreases in total interest expense.  For the three and nine months periods ended March 31, 2002 interest expense decreased $252,000 and $552,000, respectively, when compared to the same periods ended March 31, 2001.  The decreases in interest expense were primarily a result of a decrease in interest paid on Federal Home Loan Bank advances due to a decrease in the average advance principal balance outstanding.  For the three and nine month periods ended March 31, 2002, Federal Home Loan Bank advance interest expense decreased $173,000 and $446,000, respectively, when compared to the same periods ended March 31, 2001.           The other major component of interest expense, deposit interest, also decreased during the 2002 periods primarily due to certificate accounts repricing at lower interest rates.  The decrease in deposit interest was also affected by the branch purchase.  Purchased deposits at March 31, 2002 had a weighted average interest rate of 2.31%, compared to non-purchased deposits, which had a weight average rate of 2.66%.  As a result the 10NEXT PAGEweighted average rate paid on interest-bearing liabilities for the three month period ended March 31, 2002 decreased 121 basis points to 3.60% from 4.81% for the same period ended March 31, 2001.  For the nine month period ended March 31, 2002 the weighted average rate paid on interest-bearing liabilities was 4.08%, compared to 4.81% for the same period ended March 31, 2001, a decrease of 73 basis points.            Loan interest and fees decreased $246,000 during the three month period ended March 31, 2002 compared to the three month period ended March 31, 2001.  For the nine month period ended March 31, 2002 loan interest and fees decreased $465,000, or 8.4%, as compared to the same period in 2001.  The decrease in loan interest and fees was the result of a decrease in net loans receivables, which was due to increased sales of fixed-rate loans in the secondary market, as well as a decrease in mortgage loan interest rates.  The weighted average yield on the loan portfolio for the three month period ended March 31, 2002 decreased 71 basis points to 7.73% from 8.44% for the same period ended March 31, 2001.  For the nine month period ended March 31, 2002 the weighted average yield on the loan portfolio was 8.13%, compared to 8.52% for the same period ended March 31, 2001, a decrease of 39 basis points.  ***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. For the three and nine month periods ended March 31, 2002 the provision for loan losses decreased $12,000 and increased $25,000, respectively, as compared to the same periods ended March 31, 2001, due to our continuing reassessment of losses inherent in the loan portfolio.  At March 31, 2002, the allowance for loan losses totaled $641,000 or 0.79% of net loans receivable and 54.68% of total non-performing loans.  At June 30, 2001, our allowance for loan losses totaled $571,000, or 0.67% of net loans receivable and 32.57% 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 collateral, 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.               Non-performing assets include non-accrual loans, loans 90 days or more delinquent and still accruing interest, restructured, foreclosed real estate and other repossessed assets.  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.  The following table presents non-performing assets for the periods indicated. March 312002June 30,2001Non-accrual loans$748,000$1,048,000Loans past due 90 days or more and still accruing interest425,000705,000       Total non-performing loans$1,173,000$1,753,000Restructured loans--Foreclosed real estate and other repossessed assets449,000-       Total non-performing assets$1,622,000$1,753,000Total non-performing loans as a percentage of total loans1.44%2.06%Total non-performing assets as a percentage of total assets1.50%1.86%          Non--performing assets at March 31, 2002 decreased $131,000 to $1.6 million as compared to June 30, 2001.  Non-accrual loans at March 31, 2002 primarily consisted of eight loans to a single borrower totaling $717,000, of which seven loans totaling $481,000 are secured by investment properties and one loan totaling $236,000 is secured by residential property.  During November 2001 these loans were restructured as part of a reorganization of the borrower's debts through a Chapter 11 bankruptcy.  The capitalized non-accrued interest at the time of restructure totaled $65,000 and is currently being held as deferred income, pending review of future 11NEXT PAGEpayments as per the note agreements.  At March 31, 2002 five of these loans were 60 days past due and three were 30 days past due.  Management feels that all loans to this borrower are well collateralized and does not expect to incur any losses.  Other non-accrual loans at March 31, 2002, were two loans to one borrower, one loan secured by farm equipment totaling $13,000 and the other secured by an automobile totaling $18,000.          During the current quarter foreclosure proceedings were initiated against two borrowers.  One borrower has three loans totaling $182,000, all secured by commercial property, and the other borrower has three loans totaling $215,000 secured by a one-to four family construction property.  Also, during the quarter we had one loan, totaling $51,000 secured by commercial property, deeded back to Marshall Savings Bank as part of a bankruptcy agreement.            We will continue to monitor the allowance for loan losses and make future additions to the allowance through the provision for loan losses as loan quality and economic conditions 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, 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 examinations.***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 increased $128,000 during the three month period ended March 31, 2002 compared to the three month period ended March 31, 2001. For the nine month period ended March 31, 2002, noninterest income increased $545,000 compared the nine month period ended March 31, 2001.  The increases during the three and nine month periods ended March 31, 2002 were primarily due to increases in net gains on the sale of loans during the three and nine month periods ended March 31, 2002 of $103,000 and $489,000, respectively, due to increased sales of mortgage loans during these periods.          We also experienced increases in service charges on deposit accounts during the three month and nine month periods ended March 31, 2002 as compared to the same periods during 2001 of $5,000 and $27,000, respectively.  The increase in service charges on deposit accounts was primarily due to an increase in the fees assessed on demand deposit overdraft, as well as a general increase in all deposit account fees assessed effective September 1, 2000.  We also experienced increases in other income for the three month and nine month periods ended March 31, 2002 as compared to the same periods during 2001 of $21,000 and $80,000, respectively.  These increases in other income was primarily a result of increased income received during the 2002 period due to high loan origination volume during that period and an increase in the earnings from a cash surrender value life insurance policy.  Offsetting the above mentioned increases in noninterest income were decreases in net loan servicing fees during the three and nine month periods ended March 31, 2002 of $1,000 and $50,000, respectively. These decreases in net loan servicing fees were due to an accelerated amortization of mortgage loan servicing rights during the 2002 periods due to increased loan refinancing activity during the same periods.***Noninterest Expense.***Noninterest expense was $760,000 for the three month period ended March 31, 2002 compared to $580,000 reported for the same prior year period, an increase of $179,000 or 30.9%.  Noninterest expense for the nine month period ended March 31, 2002 was $2.1 million compared to $1.8 million for the same period in 2001.  The largest component of noninterest expense, salaries and employee benefits, increased $55,000 and $131,000 during the three month and nine month periods ended March 31, 2002 compared to the same 2001 periods.  The most significant factor causing the increase in salaries and employee benefits during the 2002 period was an increase in salaries and group insurance costs, a result of hiring additional personnel and the addition of new personal due to the branch purchase.  We also incurred increases in professional fees of $10,000 and $36,000 during the three month and nine month periods ended March 31, 2002 as compared to the same periods March 31, 2001.  The increase in professional fees was the result of legal expenses associated with our branch purchase.  Other expense for the three and nine month periods ended March 31, 2002 increased $74,000 and $136,000, respectively as compared to the same periods in 2001.  The increase in other expense during the three month period was the result of $35,000 in miscellaneous fees, which were also associated with our future branch purchase, an increase of $12,000 in advertising expense and an increase of $4,000 in administration expense associated with the high loan origination volume during the 2002 period.      ***Federal Income Tax Expense.***Federal income tax expense increased $2,000 for the three month period and  $79,000 for the nine month period ended March 31, 2002 compared to the same periods in 2001 due to an increase in taxable income before federal income tax expense.  12NEXT PAGE*Liquidity and Capital Resources*         Our principal sources of funds are deposits, principal and interest repayments on loans, sales of loans, and Federal Home Loan Bank advances.  While scheduled loan repayments are relatively predictable, deposit flows and early loan prepayments are influenced more by interest rates, general economic conditions and competition.         Federal regulations require that we maintain minimum levels of liquid assets to ensure the safety and soundness of the institution.  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.  At March 31, 2002, our liquidity ratio was 13.83%.         Liquidity management is both a daily and long term responsibility of 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 (the "FHLB") of Indianapolis.  We also use our borrowing capability through the Federal Home Loan Bank of Indianapolis to meet liquidity needs.          If funds are required beyond the ability to generate them internally, borrowing agreements exist with the FHLB which provide an additional source of funds.  FHLB advances total $15.7 million at March 31, 2002.  We also have $18.0 million of additional borrowing capacity at the FHLB at March 31, 2002.  We use these advances primarily to fund 15 year fixed-rate and adjustable-rate one- to four-family residential mortgage loans held in our portfolio.  These advances are secured by a blanket lien on our first mortgage loans.  Refer to Note 8 to the consolidated financial statements included in our consolidated financial statements for the year ended June 30, 2001 for further information regarding FHLB advances.  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 March 31, 2002, we had outstanding commitments to extend credit which amounted to $9.4 million (including $5.7 million in available home equity lines of credit).  We believe that loan repayments and other sources of funds, including Federal Home Loan Bank advances, will be adequate to meet our foreseeable liquidity needs.           Federal insured savings institutions are required to maintain a minimum level of regulatory capital.  If the requirement is not met, regulatory authorities may take legal or administrative actions, including restrictions on growth or operations or, in extreme cases, seizure.  As of March 31, 2002 and June 30, 2001 Marshall Savings Bank was categorized as well capitalized.  The Bank's actual and required capital amounts and ratios at March 31, 2002 and June 30, 2001 are presented below: ActualFor CapitalAdequacy PurposesTo Be WellCapitalized UnderPrompt CorrectiveAction Provisions AmountRatioAmountRatioAmountRatio (Dollars in Thousands)As of March 31, 2002        Tier 1 (Core) Capital (to    adjusted total assets)$ 9,9259.41%$ 4,2214.0%$ 5,2765.0%  Tier 1 (Core) Capital (to    risk weighted assets)9,92515.59   2,5474.0   3,8206.0     Total Capital (to risk    weighted assets)10,566 16.60   5,0938.0   6,36610.0   As of June 30, 2001        Tier 1 (Core) Capital (to    adjusted total assets) $ 10,44811.13%$ 3,7564.0%$ 4,6955.0%  Tier 1 (Core) Capital (to    risk weighted assets)10,44817.90   2,3354.0   3,5026.0     Total Capital (to risk    weighted assets)11,01918.88   4,6698.0   5,83610.0   13NEXT PAGE*New Accounting Standards         *In June 2001, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 141, "Business Combinations."  SFAS No. 141 requires all business combinations within its scope to be accounted for using the purchase method, rather than the pooling-of-interests method.  The provisions of this Statement apply to all business combinations initiated after June 30, 2001.  The adoption of this statement will only have an impact on our financial statements if we enter into a business combination.         Also in June 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible Assets," which addresses the accounting for such assets arising from prior and future business combinations.  Upon the adoption of this statement, goodwill arising from business combinations will no longer be amortized, but rather will be assessed regularly for impairment, with any such impairment recognized as a reduction to earnings in the period identified.  Other identified intangible assets, such as core deposit intangible assets, will continue to be amortized over their estimated useful lives.  We are required to adopt this statement on July 1, 2002, and early adoption is permitted on July 1, 2001.  The adoption of this statement will impact our future financial statements due to the acquisition of the TCF National Bank branch, as discussed in Note 5.  Current interpretations issued by FASB will require amortization of the core deposit intangibles and the unidentifiable intangibles resulting from the branch acquisition.  However, we understand that FASB is reconsidering their interpretation and it is possible that in the future we will not be required to amortize the unidentifiable intangibles resulting from the branch acquisition.         A new accounting standard dealing with asset retirement obligations will apply for 2004.  We do not believe this standard will have a material affect on our financial position or results of operations.         Effective July 1, 2002, we will adopt a new standard issued by the FASB on impairment and disposal of long-lived assets.  The effect of this on our financial position and results of operations is not expected to be material.        14NEXT 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              On March 28, 2002, we filed a current report on Form 8-K announcing the               purchase of a TCF branch, which was completed on March 15, 2002.  We have               determined that the transaction is a branch acquisition and thus the historical               financial statements of the business acquired and pro forma financial statements are               not required under Article 11 of Regulation S-X.Item 6.       Exhibits and Reports on Form 8-K              (a) Exhibits                     See Exhibit Index.              (b) Reports on Form 8-K                     Report dated March 15, 2002 filed March 28, 2002.15NEXT 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.**RegistrantDate: May 14, 2002\s\Charles B. Cook              Charles B. Cook,  President and ChiefExecutive Officer  (Duly AuthorizedOfficer)Date: May 14, 2002 \s\Elaine R. Carbary              Elaine R. Carbary, Chief FinancialOfficer (Principal Financial Officer)16NEXT PAGEMSB FINANCIAL, INC.EXHIBIT INDEXExhibit No.Description3Registrant'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.4Registrant'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.10.1Employment 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.10.2Registrant'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.10.3Registrant'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.10.4Registrant'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.10.5Registrant'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.11Statement re: computation of earnings per share (see Note 2 of the Notes to Condensed Consolidated Financial Statements)17NEXT PAGE*********