**SECURITIES AND EXCHANGE COMMISSION****WASHINGTON, DC  20549****____________________________________________**

**FORM 10-QSB**

|[X]   | QUARTERLY REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 
|----- | -----------------------------------------------------------------------------------
|      | For the quarterly period ended December 31, 2002                                   
|OR   
|[   ] | TRANSITION REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934
|      | For the transition period from ______________ to _______________                   

Commission File Number     **0-24898**

**MSB FINANCIAL, INC.**

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(Exact name of registrant as specified in its charter)

|******Maryland**(State or other jurisdiction of****

incorporation or organization**)**                     | **** | **38-3203510**(I.R.S. Employer Identification

Number)****
|----------------------------------------------------------------------------------------------------------- | ---- | ----------------------------------------------------------
|****                                                                                                        |      |                                                           
|**********Park and Kalamazoo Avenue, N.E., Marshall, Michigan**(Address of principal executive offices)**** | **** | **49068**(ZIP Code)****                                   

Registrant's telephone number, including area code:       **(269) 781-5103**

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**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                      | 5                                     
|Notes to Condensed Consolidated Financial Statements                 | 7                                     
|                                                                     |                                        |   
|Item 2.                                                              | Management's Discussion and Analysis   | 10
|                                                                     |                                        |   
|Item 3.                                                              | Controls and Procedures                | 15
|                                                                     |                                        |   
|PART II.                                                             | OTHER INFORMATION                      | 16
|                                                                     |                                        |   
|                                                                     | SIGNATURES                             | 17
|                                                                     |                                        |   
|                                                                     | CERTIFICATIONS PURSUANT TO SECTION 302 |   
|                                                                     | OF THE SARBANES-OXLEY ACT OF 2002      | 18
|                                                                     |                                        |   
|                                                                     | EXHIBIT INDEX                          | 20

---

MSB FINANCIAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

December 31, 2002 and June 30, 2002

---

|                                         | December 31,

2002(Unaudited)                             | June 30,

2002                                             
|---------------------------------------- | --------------------------------------------------------- | -----------------------------------------------------------
|**ASSETS**                               |                                                           |                                                            
|                                         | Cash and due from financial institutions                  | $    3,352,044                                             
|                                         | Interest-bearing deposits in other financial institutions | 1,166,805                                                  
|                                         |                                                           |                                                            
|                                         |                                                           |                                                            
|                                         | Securities available for sale                             | 8,805,655                                                  
|                                         | Securities held to maturity (fair value of $0 at          |                                                            
|                                         |                                                           | December 31, 2002 and $88 at June 30, 2002)                
|                                         | Loans held for sale                                       | 593,000                                                    
|                                         | Loans receivable, net of allowance for loan losses of     |                                                            
|                                         |                                                           | $513,136 at December 31, 2002 and $554,136 at June 30, 2002
|                                         | Federal Home Loan Bank stock                              | 1,426,600                                                  
|                                         | Accrued interest receivable                               | 454,552                                                    
|                                         | Premises and equipment, net                               | 1,297,044                                                  
|                                         | Mortgage servicing rights, net                            | 706,575                                                    
|                                         | Goodwill                                                  | 1,451,210                                                  
|                                         | Intangible assets, net                                    | 370,989                                                    
|                                         | Other assets                                              | 2,939,365                                                  
|                                         |                                                           |                                                            
|                                         |                                                           |                                                            
|**LIABILITIES AND SHAREHOLDERS' EQUITY** |                                                           |                                                            
|Liabilities                              |                                                           |                                                            
|                                         | Deposits                                                  | $  71,496,684                                              
|                                         | Federal Home Loan Bank advances                           | 12,648,549                                                 
|                                         | Advance payments by borrowers for taxes and insurance     | 286,792                                                    
|                                         | Accrued interest payable                                  | 108,787                                                    
|                                         | Accrued expenses and other liabilities                    | 1,607,843                                                  
|                                         |                                                           |                                                            
|                                         |                                                           |                                                            
|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; 1,300,791 shares      
|                                         |                                                           | outstanding at December 31, 2002 and                       
|                                         |                                                           | 1,241,742 shares outstanding at June 30, 2002              
|                                         | Additional paid-in capital                                | 9,776,371                                                  
|                                         | Retained earnings, substantially restricted               | 8,415,495                                                  
|                                         | Unearned Employee Stock Ownership Plan shares             | (67,768)                                                   
|                                         | Unearned Recognition and Retention Plan shares            | (14,923)                                                   
|                                         | Treasury stock, at cost - 330,190 shares at               |                                                            
|                                         |                                                           | December 31, 2002 and 389,239 shares at June 30, 2002      
|                                         | Accumulated other comprehensive income, net of tax        |                                                            
|                                         |                                                           | of $6,428 at December 31, 2002 and $7,550 at June 30, 2002 
|                                         |                                                           |                                                            
|                                         |                                                           |                                                            
|                                         |                                                           | Total Liabilities & Shareholders' Equity                   

---

See accompanying notes to condensed consolidated financial statements.

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MSB FINANCIAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

Six months and three months ended December 31, 2002 and 2001

(Unaudited)

---

|                                            | Six Months                                 | Three Months  
|------------------------------------------- | ------------------------------------------ | --------------
|                                            | 2002                                       | 2001          
|Interest and dividend income                |                                            |               
|                                            | Loans receivable, including fees           | $3,074,072    
|                                            | Securities held to maturity - taxable      | -             
|                                            | Securities available for sale - taxable    | 146,355       
|                                            | Other interest and dividend income         | 67,547        
|                                            |                                            | 3,287,974     
|                                            |                                            |               
|Interest Expense                            |                                            |               
|                                            | Deposits                                   | 765,530       
|                                            | Federal Home Loan Bank advances            | 402,677       
|                                            | Other interest expense                     | 18,889        
|                                            |                                            | 1,187,096     
|                                            |                                            |               
|**Net interest** **income**                 | 2,100,878                                  | 1,964,954     
|                                            |                                            |               
|Provision for loan losses                   | 65,000                                     | 49,000        
|                                            |                                            |               
|**Net interest income after provision**     |                                            |               
|                                            | **for loan** **losses**                    | 2,035,878     
|                                            |                                            |               
|Noninterest income                          |                                            |               
|                                            | Loan servicing fees, net                   | (132,585)     
|                                            | Net gains on sales of loans held for sale  | 766,175       
|                                            | Service charges on deposit accounts        | 262,420       
|                                            | Debit card/ATM Fees                        | 85,129        
|                                            | Net gains on securities available for sale | 16,070        
|                                            | Other income                               | 209,981       
|                                            |                                            | 1,207,190     
|                                            |                                            |               
|Noninterest expense                         |                                            |               
|                                            | Salaries and employee benefits             | 770,197       
|                                            | Occupancy and equipment expense            | 197,612       
|                                            | Data processing expense                    | 128,275       
|                                            | Federal deposit insurance premiums         | 23,840        
|                                            | Director fees                              | 53,370        
|                                            | Amortization of intangible assets          | 40,886        
|                                            | Michigan Single Business tax               | 50,000        
|                                            | Professional fees                          | 89,640        
|                                            | Other expense                              | 466,880       
|                                            |                                            | 1,820,700     
|                                            |                                            |               
|**Income before federal income**            |                                            |               
|                                            | **tax expense**                            | 1,422,368     
|                                            |                                            |               
|Federal income tax expense                  | 499,000                                    | 437,000       
|                                            |                                            |               
|**Net income**                              | $   923,368                                | $   883,568   
|                                            |                                            |               
|**Comprehensive income**                    | $   921,294                                | $   883,568   
|                                            |                                            |               
|Basic earnings per common share             | $         0.75                             | $         0.73
|                                            |                                            |               
|Weighted average common shares outstanding  | 1,233,484                                  | 1,211,533     
|                                            |                                            |               
|Diluted earnings per common share           | $         0.74                             | $         0.71
|                                            |                                            |               
|Weighted average common shares and dilutive |                                            |               
|                                            | potential common shares outstanding        | 1,246,540     

---

See accompanying notes to condensed consolidated financial statements.

---

MSB FINANCIAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

Six months ended December 31, 2001

(Unaudited )

---

|                                         |                                          | Common
Stock | Additional
Paid-InCapital | Retained
Earnings | Unearned
Employee
Stock
Ownership
Plan Shares | Unearned
Recognition
and Retention
Plan Shares | Treasury
Shares        | Accumulated
OtherComprehensiveIncome, Net | Total
Shareholders'Equity
|---------------------------------------- | ---------------------------------------- | ------------ | ------------------------- | ----------------- | --------------------------------------------- | ---------------------------------------------- | ---------------------- | ----------------------------------------- | -------------------------
|                                         |                                          |              |                           |                   |                                               |                                                |                        |                                           |                          
|Balance, July 1, 2001                    | **$**16,310                              | $9,755,668   | $  9,370,758              | $(143,724)        | $ (28,275)                                    | $(3,934,904)                                   | $                    - | $15,035,833                              
|                                         |                                          |              |                           |                   |                                               |                                                |                        |                                           |                          
|Net income                               | -                                        | -            | 883,568                   | -                 | -                                             | -                                              | -                      | 883,568                                  
|                                         |                                          |              |                           |                   |                                               |                                                |                        |                                           |                          
|Cash dividends declared on common
stock, |                                          |              |                           |                   |                                               |                                                |                        |                                          
|                                         | net of dividends on unearned
ESOP Shares |              |                           |                   |                                               |                                                |                        |                                           |                          
|                                         | ($.195 per share)                        | -            | -                         | (236,563)         | -                                             | -                                              | -                      | -                                         | (236,563)                
|                                         |                                          |              |                           |                   |                                               |                                                |                        |                                           |                          
|5,646 shares committed to be released    |                                          |              |                           |                   |                                               |                                                |                        |                                          
|                                         | under the ESOP                           | -            | 34,158                    | -                 | 25,689                                        | -                                              | -                      | -                                         | 59,847                   
|                                         |                                          |              |                           |                   |                                               |                                                |                        |                                           |                          
|Issuance of 5,765 common shares
from     |                                          |              |                           |                   |                                               |                                                |                        |                                          
|                                         | from treasury stock due to exercise      |              |                           |                   |                                               |                                                |                        |                                           |                          
|                                         | of stock options                         | -            | (6,918)                   | -                 | -                                             | -                                              | 47,850                 | -                                         | 40,932                   
|                                         |                                          |              |                           |                   |                                               |                                                |                        |                                           |                          
|Amortization of RRP Shares               | -                                        | -            | -                         | -                 | 5,194                                         | -                                              | -                      | 5,194                                    
|                                         |                                          |              |                           |                   |                                               |                                                |                        |                                           |                          
|Balances, December 31, 2001              | $16,310                                  | $9,782,908   | $10,017,763               | $(118,035)        | $ (23,081)                                    | $(3,887,054)                                   | $                    - | $15,788,811                              

---

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

---

MSB FINANCIAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

Six months ended December 31, 2002 

(Unaudited )

---

|                                            |                                                 |                                                        | Common
Stock               | Additional
Paid-InCapital | Retained
Earnings | Unearned
Employee StockOwnershipPlan Shares | Unearned
Recognitionand RetentionPlan Shares | Treasury
Shares | Accumulated
OtherComprehensiveIncome, Net | Total
Shareholders'Equity
|------------------------------------------- | ----------------------------------------------- | ------------------------------------------------------ | -------------------------- | ------------------------- | ----------------- | ------------------------------------------- | -------------------------------------------- | --------------- | ----------------------------------------- | -------------------------
|                                            |                                                 |                                                        |                            |                           |                   |                                             |                                              |                 |                                           |                          
|Balance, July 1, 2002                       | $16,310                                         | $9,819,238                                             | $10,330,263                | $ (92,338)                | $ (19,003)        | $(4,011,189)                                | $14,653                                      | $16,057,934    
|                                            |                                                 |                                                        |                            |                           |                   |                                             |                                              |                 |                                           |                          
|Comprehensive income                        |                                                 |                                                        |                            |                           |                   |                                             |                                              |                
|                                            | Net income                                      | -                                                      | -                          | 923,368                   | -                 | -                                           | -                                            | -               | 923,368                                  
|                                            | Other comprehensive income                      |                                                        |                            |                           |                   |                                             |                                              |                 |                                          
|                                            |                                                 | Net change in net
unrealized gains(losses)
on          |                            |                           |                   |                                             |                                              |                 |                                           |                          
|                                            |                                                 | securities available for
sale, net of
reclassification |                            |                           |                   |                                             |                                              |                 |                                           |                          
|                                            |                                                 | adjustments and tax
effects                            | -                          | -                         | -                 | -                                           | -                                            | -               | (2,174)                                   | (2,174)                  
|                                            |                                                 |                                                        | Total comprehensive
income | -                         | -                 | -                                           | -                                            | -               | -                                         | -                        
|                                            |                                                 |                                                        |                            |                           |                   |                                             |                                              |                 |                                           |                          
|Cash dividends declared on
common stock,    |                                                 |                                                        |                            |                           |                   |                                             |                                              |                
|                                            | net of dividends on
unearned ESOP shares        |                                                        |                            |                           |                   |                                             |                                              |                 |                                          
|                                            | ($2.22 per share)                               | -                                                      | -                          | (2,838,136)               | -                 | -                                           | -                                            | -               | (2,838,136)                              
|                                            |                                                 |                                                        |                            |                           |                   |                                             |                                              |                 |                                           |                          
|5,400 shares committed to be
released       |                                                 |                                                        |                            |                           |                   |                                             |                                              |                
|                                            | under the ESOP                                  | -                                                      | 43,574                     | -                         | 24,570            | -                                           | -                                            | -               | 68,144                                   
|                                            |                                                 |                                                        |                            |                           |                   |                                             |                                              |                 |                                           |                          
|Issuance of 71,549 common
shares from       |                                                 |                                                        |                            |                           |                   |                                             |                                              |                
|                                            | treasury stock due to
exercise of stock options | -                                                      | (86,441)                   | -                         | -                 | -                                           | 606,409                                      | -               | 519,968                                  
|                                            |                                                 |                                                        |                            |                           |                   |                                             |                                              |                 |                                           |                          
|Amortization of RRP shares                  | -                                               | -                                                      | -                          | -                         | 4,080             | -                                           | -                                            | 4,080          
|                                            |                                                 |                                                        |                            |                           |                   |                                             |                                              |                 |                                           |                          
|Repurchase of 12,500 shares
of common stock | -                                               | -                                                      | -                          | -                         | (162,500)         | -                                           | -                                            | (162,500)      
|                                            |                                                 |                                                        |                            |                           |                   |                                             |                                              |                 |                                           |                          
|Balances, December 31,
2002                 | $16,310                                         | $9,776,371                                             | $  8,415,495               | $ (67,768)                | $ (14,923)        | $(3,567,280)                                | $12,479                                      | $14,570,684    

---

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

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MSB FINANCIAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six months ended December 31, 2002 and 2001

(Unaudited)

---

|                                         | 2002                                                 | 2001                                 
|---------------------------------------- | ---------------------------------------------------- | -------------------------------------
|                                         |                                                      |                                      
|**Cash flows from operating activities** |                                                      |                                      
|                                         | Net income                                           | $      923,368                       
|                                         | Adjustments to reconcile net income                  |                                      
|                                         |                                                      | to net cash from operating activities
|                                         |                                                      |                                      
|                                         |                                                      |                                      
|                                         |                                                      |                                      
|                                         |                                                      |                                      
|                                         |                                                      |                                      
|                                         |                                                      |                                      
|                                         |                                                      |                                      
|                                         |                                                      |                                      
|                                         |                                                      |                                      
|                                         |                                                      |                                      
|                                         |                                                      |                                      
|                                         |                                                      |                                      
|                                         |                                                      |                                      
|                                         |                                                      |                                      
|                                         |                                                      |                                      
|                                         |                                                      |                                      
|                                         |                                                      |                                      
|                                         |                                                      |                                      
|                                         |                                                      |                                      
|                                         |                                                      |                                      
|**Cash flows from investing activities** |                                                      |                                      
|                                         | Proceeds from sales of securities available for sale | 7,000,000                            
|                                         | Purchases of securities available for sale           | (4,646,355)                          
|                                         | Principal paydowns on mortgage-backed securities     | 88                                   
|                                         | Net change in loans                                  | 4,668,395                            
|                                         | Net purchases of premises and equipment              | (10,343)                             
|                                         |                                                      | Net cash from investing activities   

---

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

---

MSB FINANCIAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six months ended December 31, 2002 and 2001

(Unaudited)

---

|**Cash flows from financing activities**                 |                                                                   |                                     
|-------------------------------------------------------- | ----------------------------------------------------------------- | ------------------------------------
|                                                         | Net change in deposits                                            | (2,843,296)                         
|                                                         | Repayments on Federal Home Bank advances                          | (2,789,807)                         
|                                                         | Net change in advance payments                                    |                                     
|                                                         |                                                                   | by borrowers for taxes and insurance
|                                                         | Cash dividends paid                                               | (2,838,136)                         
|                                                         | Repurchase of common stock                                        | (162,500)                           
|                                                         | Exercise of stock options                                         | 519,968                             
|                                                         |                                                                   | Net cash from financing activities  
|Net change in cash and cash equivalents                  | (154,362)                                                         | 417,957                             
|                                                         |                                                                   |                                     
|Cash and cash equivalents at beginning of period         | 4,673,211                                                         | 4,062,451                           
|                                                         |                                                                   |                                     
|**Cash and cash equivalents at end of period**           | $  4,518,849                                                      | $  4,480,408                        
|                                                         |                                                                   |                                     
|Supplemental disclosures of cash flow information        |                                                                   |                                     
|                                                         | Cash paid during the period for:                                  |                                     
|                                                         |                                                                   | Interest                            
|                                                         |                                                                   | Income taxes                        
|                                                         |                                                                   |                                     
|Supplemental disclosures of noncash investing activities |                                                                   |                                     
|                                                         | Transfers from loans receivable to real-estate held in redemption | 449,280                             

---

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

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MSB FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Six months ended December 31, 2002

(Unaudited)

---

---

(Continued)

---

MSB FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Six months ended December 31, 2002

(Unaudited)

---

|                                | Six Months     | Three Months                         
|------------------------------- | -------------- | -------------------------------------
|                                |                |                                      
|Basic Earnings Per Common Share |                |                                      
|                                | Numerator      |                                      
|                                |                | Net Income                           
|                                |                |                                      
|                                | Denominator    |                                      
|                                |                | Weighted average common shares       
|                                |                |                                      
|                                |                | Less: Average unallocated ESOP shares
|                                |                | Less: Average nonvested RRP shares   
|                                |                |                                      
|                                |                | Weighted average common shares       
|                                |                |                                      
|                                |                |                                      
|                                |                |                                      
|Basic earnings per common share | $         0.75 | $         0.73                       

|                                  | Six Months     | Three Months                    
|--------------------------------- | -------------- | --------------------------------
|                                  |                |                                 
|Diluted Earnings Per Common Share |                |                                 
|                                  | Numerator      |                                 
|                                  |                | Net Income                      
|                                  |                |                                 
|                                  | Denominator    |                                 
|                                  |                | Weighted average common shares  
|                                  |                |                                 
|                                  |                |                                 
|                                  |                | Add: Dilutive effects of average
|                                  |                |                                 
|                                  |                |                                 
|                                  |                | Add: Dilutive effects of assumed
|                                  |                |                                 
|                                  |                |                                 
|                                  |                | Weighted average common shares  
|                                  |                |                                 
|                                  |                |                                 
|                                  |                |                                 
|Diluted earnings per common share | $         0.74 | $         0.71                  

---

(Continued)

---

MSB FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Six months ended December 31, 2002

(Unaudited)

---

|                               | Six Months                             | Three Months
|------------------------------ | -------------------------------------- | ------------
|                               | 2002                                   | 2001        
|                               |                                        |             
|Balance at beginning of period | $554,136                               | $570,632    
|                               | Provision charged to operating expense | 65,000      
|                               | Recoveries credited to allowance       | 4,175       
|                               | Less: Loans charged off                | (110,175)   
|                               |                                        |             
|Balance at end of period       | $513,136                               | $629,320    

|                                                                    | Six Months                               | Three Months                             
|------------------------------------------------------------------- | ---------------------------------------- | -----------------------------------------
|                                                                    | 2002                                     | 2001                                     
|                                                                    |                                          |                                          
|Loans originated for resale, net of                                 |                                          |                                          
|                                                                    | principal paydowns                       | $36,436,832                              
|Proceeds from sales of loans originated                             |                                          |                                          
|                                                                    | for resale                               | 36,344,226                               
|Gain on sales of loans originated                                   |                                          |                                          
|                                                                    | for resale                               | 766,175                                  
|Portion of gain resulting from costs                                |                                          |                                          
|                                                                    | allocated to mortgage servicing rights   | 355,781                                  
|Loan servicing fees, net                                            | (132,585)                                | (20,400)                                 
|                                                                    |                                          |                                          
|                                                                    |                                          |                                          
|                                                                    |                                          |                                          
|Loans held for sale balance at December 31, 2002 and June 30, 2002: |                                          |                                          
|                                                                    | Loans held for sale                      |                                          
|                                                                    | Less: Allowance to adjust loans held for |                                          
|                                                                    |                                          | sale to lower of aggregate cost or market
|                                                                    |                                          |                                          
|                                                                    |                                          | Loans held for sale, net                 

|                                                  | December
31,

2002 | June 30,
2002
|------------------------------------------------- | ------------------ | -------------
|Mortgage loan portfolios serviced for Freddie Mac |                    |              
|                                                  | $86,452,000        | $73,255,000  

---

---

> 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;
> 
> financial market, monetary and interest rate fluctuations, particularly the relative relationship of short-term interest rates to long-term interest rates;
> 
> 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;
> 
> the impact of changes in financial services' laws and regulations (including laws concerning taxes, accounting standards, 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.

---

---

|                                                            |                             | December 31,

2002 | June 30,
2002
|----------------------------------------------------------- | --------------------------- | ------------------ | -------------
|                                                            |                             |                    |              
|Non-accrual loans                                           | $     16,000                | $     272,000     
|Loans past due 90 days or more and still accruing interest  | 546,000                     | 435,000           
|                                                            |                             |                    |              
|                                                            | Total non-performing loans  | $   562,000        | $   707,000  
|                                                            |                             |                    |              
|Foreclosed real estate and other repossessed assets         | 568,000                     | 824,000           
|                                                            |                             |                    |              
|                                                            | Total non-performing assets | $1,130,000         | $1,531,000   
|                                                            |                             |                    |              
|Total non-performing loans as a percentage of total loans   | 0.71%                       | 0.82%             
|                                                            |                             |                    |              
|Total non-performing assets as a percentage of total assets | 1.12%                       | 1.42%             

---

---

---

|                                                               | Actual                 | For Capital
Adequacy Purposes | To Be Well
Capitalized Under

Prompt Corrective

Action Provisions
|-------------------------------------------------------------- | ---------------------- | ----------------------------- | ------------------------------------------------------------------
|
|
|
|
|
|                                                               | Amount                 | Ratio                         | Amount                                                            
|                                                               | (Dollars in Thousands)
|As of December 31, 2002                                        |                        |                               |                                                                   
|Tier 1 (Core) Capital (to               adjusted total assets) | $ 11,481               | 11.67%                        | $ 3,932                                                           
|                                                               |                        |                               |                                                                   
|Tier 1 (Core) Capital (to              risk weighted assets)   | 11,481                 | 17.75                         | 2,587                                                             
|                                                               |                        |                               |                                                                   
|Total Capital (to risk              weighted assets)           | 12,006                 | 18.56                         | 5,174                                                             
|                                                               |                        |                               |                                                                   
|As of June 30, 2002                                            |                        |                               |                                                                   
|Tier 1 (Core) Capital (to               adjusted total assets) | $ 10,318               | 9.78%                         | $ 4,219                                                           
|                                                               |                        |                               |                                                                   
|Tier 1 (Core) Capital (to              risk weighted assets)   | 10,318                 | 15.34                         | 2,691                                                             
|                                                               |                        |                               |                                                                   
|Total Capital (to risk              weighted assets)           | 10,872                 | 16.16                         | 5,381                                                             

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**PART II.  OTHER INFORMATION**

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SIGNATURES

|      |                   |  | **MSB Financial, Inc.**

Registrant                                                                    
|----- | ----------------- |  | -------------------------------------------------------------------------------------------------------
|      |                   |  |                                                                                                        
|Date: | February 14, 2003 |  | \s\Charles B. Cook
Charles B. Cook,  President and Chief

Executive Officer  (Duly Authorized

Officer)
|      |                   |  |                                                                                                        
|Date: | February 14, 2003 |  | \s\Elaine R. Carbary

Elaine R. Carbary, Chief Financial 

Officer (Principal Financial Officer)       

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CERTIFICATIONS FOR QUARTERLY REPORT ON FORM 10-QSB

|1) | I have reviewed this quarterly report on Form 10-QSB of MSB Financial, Inc.;                                                                                                                                                                                                                                                                                                            
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                         
|2) | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this quarterly report;                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                         
|3) | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for,
the periods presented in this quarterly report;                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                         
|4) | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                         
|   | a)                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                         
|   | b)                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                         
|   | c)                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                         
|5) | The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                         
|   | a)                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                         
|   | b)                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                         
|6) | The registrant's other certifying officer and I have indicated in this quarterly report whether or not there were significant
changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our
most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

|Date: February 14, 2003 

\s\      Charles B. Cook
Charles B. Cook, President and Chief Executive Officer
|---------------------------------------------------------------------------------------------------------

---

CERTIFICATIONS FOR QUARTERLY REPORT ON FORM 10-QSB

|1) | I have reviewed this quarterly report on Form 10-QSB of MSB Financial, Inc.;                                                                                                                                                                                                                                                                                                            
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                         
|2) | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this quarterly report;                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                         
|3) | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for,
the periods presented in this quarterly report;                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                         
|4) | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                         
|   | a)                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                         
|   | b)                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                         
|   | c)                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                         
|5) | The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                         
|   | a)                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                         
|   | b)                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                         
|6) | The registrant's other certifying officer and I have indicated in this quarterly report whether or not there were significant
changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our
most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

|Date: February 14, 2003 

\s\Elaine R. Carbary
Elaine R. Carbary, Chief Financial Officer
|-----------------------------------------------------------------------------------------

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MSB FINANCIAL, INC.
EXHIBIT INDEX

|Exhibit No. | Description                                                                                                                                                                                                        
|----------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            |                                                                                                                                                                                                                    
|3           | Registrant's Articles of Incorporation and Bylaws, filed on February 4, 1999 as exhibits to the Registrant's
Registration Statement on Form S-8 (File No. 333-71837), are incorporated here in by reference.       
|            |                                                                                                                                                                                                                    
|4           | Registrant's Specimen Stock Certificate, filed on February 4, 1999 as Exhibit 4 to the Registrant's Registration
Statement on Form S-8 (File No. 333-71837), is incorporated herein by reference.                  
|            |                                                                                                                                                                                                                    
|10.1        | Employment Agreement between the Bank and Charles B. Cook, filed on September 23, 1995 as Exhibit 10.2 to
Registrant's Registration Statement on Form S-1 (File No. 33-81312), is incorporated herein by reference.
|            |                                                                                                                                                                                                                    
|10.2        | Registrant's Employee Stock Ownership Plan, filed on September 23, 1995 as Exhibit 10-3 to Registrant's
Registration 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), is incorporated herein by reference.                            
|            |                                                                                                                                                                                                                    
|11          | Statement re: computation of earnings per share (see Note 2 of the Notes of Condensed Consolidated Financial
Statements)                                                                                           
|            |                                                                                                                                                                                                                    
|99.1        | Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                            

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