|[X]   | QUARTERLY REPORT UNDER SECTION 13 OR 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934 
|----- | -----------------------------------------------------------------------------------
|      | For the quarterly period ended September 30, 2002                                  
|      | OR                                                                                 
|[   ] | TRANSITION REPORT UNDER SECTION 13 OR 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934
|      | **For the transition period from ______________ to _______________**               

---

|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)                                     

---

|PART I.                                                              | FINANCIAL INFORMATION                | 1 
|-------------------------------------------------------------------- | ------------------------------------ | --
|Item 1.                                                              | Financial Statements (Unaudited)     | 1 
|Condensed Consolidated Balance Sheets                                | 1                                   
|Condensed Consolidated Statements of Income                          | 2                                   
|Condensed Consolidated Statements of Changes in Shareholders' Equity | 3                                   
|Condensed Consolidated Statements of Cash Flows                      | 4                                   
|Notes to Condensed Consolidated Financial Statements                 | 5                                   
|Item 2.                                                              | Management's Discussion and Analysis | 9 
|Item 3.                                                              | Controls and Procedures              | 14
|PART II.                                                             | OTHER INFORMATION                    | 15
|                                                                     | SIGNATURES                           | 16
|                                                                     | CERTIFICATIONS                       | 17
|                                                                     | EXHIBIT INDEX                        | 19

---

---

|                                         | September 30,2002                                         | June30,2002                                                 
|---------------------------------------- | --------------------------------------------------------- | ------------------------------------------------------------
|(Unaudited)                              |                                                          
|**ASSETS**                               |                                                           |                                                             
|                                         | Cash and due from financial institutions                  | $2,635,881                                                  
|                                         | Interest-bearing deposits in other financial institutions | 2,490,281                                                   
|                                         |                                                           |                                                             
|                                        
|                                         | Securities available for sale                             | 7,241,263                                                   
|                                         | Securities held to maturity (fair value of $0 at          |                                                             
|                                         |                                                           | September 30, 2002 and $88 at June 30, 2002)                
|                                         | Loans held for sale                                       | 1,546,555                                                   
|                                         | Loans receivable, net of allowance for loan losses of     |                                                             
|                                         |                                                           | $512,746 at September 30, 2002 and $554,136 at June 30, 2002
|                                         | Federal Home Loan Bank stock                              | 1,426,600                                                   
|                                         | Accrued interest receivable                               | 479,915                                                     
|                                         | Premises and equipment, net                               | 1,335,118                                                   
|                                         | Mortgage servicing rights                                 | 642,007                                                     
|                                         | Intangible assets, net                                    | 1,774,434                                                   
|                                         | Other assets                                              | 3,475,950                                                   
|                                        
|                                         |                                                           |                                                             
|**LIABILITIES AND SHAREHOLDERS' EQUITY** |                                                           |                                                             
|Liabilities                              |                                                           |                                                             
|                                         | Deposits                                                  | $72,858,135                                                 
|                                         | Federal Home Loan Bank advances                           | 13,266,271                                                  
|                                         | Advance payments by borrowers for taxes and insurance     | 650,266                                                     
|                                         | Accrued interest payable                                  | 114,955                                                     
|                                         | Accrued expenses and other liabilities                    | 2,754,858                                                   
|                                         |                                                           |                                                             
|                                        
|Shareholders' equity                     |                                                           |                                                             
|                                         | Preferred stock, $.01 par value:  2,000,000 shares        |                                                             
|                                         |                                                           | authorized; none outstanding                                
|                                         | Common stock, $.01 par value:  4,000,000 shares           |                                                             
|                                         |                                                           | authorized; 1,630,981 shares issued and 1,300,791 shares    
|                                         |                                                           | outstanding at September 30, 2002 and 1,630,981 shares      
|                                         |                                                           | issued and 1,241,742 shares outstanding at June 30, 2002    
|                                         | Additional paid-in capital                                | 9,755,240                                                   
|                                         | Retained earnings, substantially restricted               | 8,056,789                                                   
|                                         | Unearned Employee Stock Ownership Plan shares             | (79,494)                                                    
|                                         | Unearned Recognition and Retention Plan shares            | (16,963)                                                    
|                                         | Treasury stock, at cost - 330,190 shares at               |                                                             
|                                         |                                                           | September 30, 2002 and 389,239 shares at June 30, 2002      
|                                         | Accumulated other comprehensive income, net of tax        |                                                             
|                                         |                                                           | of $7,261 at September 30, 2002 and $7,550 at June 30, 2002 
|                                         |                                                           |                                                             
|                                         |                                                           |                                                             
|                                         |                                                           |                                                             

---

---

---

|                                           | Three Months                                       
|------------------------------------------ | ---------------------------------------------------
|                                           | 2002                                               
|Interest and dividend income               |                                                    
|                                           | Loans receivable, including fees                   
|                                           | Securities held to maturity - taxable              
|                                           | Securities available for sale - taxable            
|                                           | Other interest and dividend income                 
|                                           | 1,685,322                                          
|                                          
|Interest Expense                           |                                                    
|                                           | Deposits                                           
|                                           | Federal Home Loan Bank advances                    
|                                           | Other interest expense                             
|                                           | 637,739                                            
|                                          
|**Net interest income**                    | 1,047,583                                          
|                                          
|Provision for loan losses                  | 15,000                                             
|                                          
|**Net interest income after provision**    |                                                    
|                                           | **for loan losses**                                
|                                          
|Noninterest income                         |                                                    
|                                           | Loan servicing fees, net                           
|                                           | Net gains on sales of loans held for sale          
|                                           | Deferred loan discount amortization                
|                                           | Service charges on deposit accounts                
|                                           | Debit card/ATM Fees                                
|                                           | Net gains on sales of securities available for sale
|                                           | Other income                                       
|                                           | 557,369                                            
|Noninterest expense                        |                                                    
|                                           | Salaries and employee benefits                     
|                                           | Occupancy and equipment expense                    
|                                           | Data processing expense                            
|                                           | Federal deposit insurance premiums                 
|                                           | Director fees                                      
|                                           | Amortization of intangible assets                  
|                                           | Michigan Single Business tax                       
|                                           | Professional fees                                  
|                                           | Other expense                                      
|                                           | 945,137                                            
|**Income before federal income**           |                                                    
|                                           | **tax expense**                                    
|                                          
|Federal income tax expense                 | 221,000                                            
|                                          
|**Net income**                             | $423,815                                           
|                                          
|Basic earnings per common share            | $0.34                                              
|                                          
|Weighted average common shares outstanding | 1,231,970                                          
|                                          
|Diluted earnings per common share          | $0.34                                              
|                                          
|Weighted average common share and dilutive |                                                    
|                                           | potential common shares outstanding                

---

---

---

|                                         | CommonStock | AdditionalPaid-InCapital | RetainedEarnings | UnearnedEmployee StockOwnershipPlan Shares | UnearnedRecognitionand RetentionPlan Shares | TreasuryShares | AccumulatedOtherComprehensiveIncome, Net | TotalShareholders'Equity
|---------------------------------------- | ----------- | ------------------------ | ---------------- | ------------------------------------------ | ------------------------------------------- | -------------- | ---------------------------------------- | ------------------------
|                                        
|**Balance, July 1, 2001**                | $16,310     | $9,755,668               | $9,370,758       | $(143,724)                                 | $(28,275)                                   | $(3,934,904)   | $   -                                    | $15,035,833             
|                                        
|Net income                               | -           | -                        | 375,848          | -                                          | -                                           | -              | -                                        | 375,848                 
|                                        
|Cash dividends declared on common stock,
|net of dividends on unearned ESOP Shares
|($.095 per share)                        | -           | -                        | (116,729)        | -                                          | -                                           | -              | -                                        | (116,729)               
|                                        
|2,823 shares committed to be released   
|under the ESOP                           | -           | 17,079                   | -                | 12,844                                     | -                                           | -              | -                                        | 29,923                  
|                                        
|Issuance of 1,000 common shares from    
|from treasury stock due to exercise     
|of stock options                         | -           | (1,200)                  | -                | -                                          | -                                           | 8,300          | -                                        | 7,100                   
|                                        
|Amortization of RRP Shares               | -           | -                        | -                | -                                          | 2,709                                       | -              | -                                        | 2,709                   
|                                        
|**Balances, September 30, 2001**         | $16,310     | $9,771,547               | $9,629,877       | $(130,880)                                 | $(25,566)                                   | $(3,926,604)   | $   -                                    | $15,334,684             

---

---

---

|                                                       | CommonStock | AdditionalPaid-InCapital | RetainedEarnings | UnearnedEmployee StockOwnershipPlan Shares | UnearnedRecognitionand RetentionPlan Shares | TreasuryShares | AccumulatedOtherComprehensiveIncome, Net | TotalShareholders'Equity
|------------------------------------------------------ | ----------- | ------------------------ | ---------------- | ------------------------------------------ | ------------------------------------------- | -------------- | ---------------------------------------- | ------------------------
|                                                      
|**Balances, 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 for quarter ended September 30, 2002        | -           | -                        | 423,815          | -                                          | -                                           | -              | -                                        | 423,815                 
|Other comprehensive income                             |            
|Net change in net unrealized gains(losses) on          |            
|securities available for sale, net of reclassification |            
|adjustments and tax effects                            | -           | -                        | -                | -                                          | -                                           | -              | (557)                                    | (557)                   
|Total comprehensive income                             | -           | -                        | -                | -                                          | -                                           | -              | -                                        | 423,258                 
|                                                      
|Cash dividends declared on common stock,               |            
|net of dividends on unearned ESOP shares               |            
|($2.11 per share)                                      | -           | -                        | (2,697,289)      | -                                          | -                                           | -              | -                                        | (2,697,289)             
|                                                      
|2,823 shares committed to be released                  |            
|under the ESOP                                         | -           | 22,443                   | -                | 12,844                                     | -                                           | -              | -                                        | 35,287                  
|                                                      
|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                             | -           | -                        | -                | -                                          | 2,040                                       | -              | -                                        | 2,040                   
|                                                      
|Repurchase of 12,500 shares of common stock            | -           | -                        | -                | -                                          | -                                           | (162,500)      | -                                        | (162,500)               
|                                                      
|**Balances, September 30, 2002**                       | $16,310     | $9,755,240               | $8,056,789       | $(79,494)                                  | $(16,963)                                   | $(3,567,280)   | $14,096                                  | $14,178,698             

---

---

---

|                                                         | 2002                                                              | 2001                                               
|-------------------------------------------------------- | ----------------------------------------------------------------- | ---------------------------------------------------
|**Cash flows from operating activities**                 |                                                                  
|                                                         | Net income                                                        | $423,815                                           
|                                                         | Adjustments to reconcile net income                               |                                                    
|                                                         | to net cash from operating activities                             |                                                    
|                                                         |                                                                   | Provision for loan losses                          
|                                                         |                                                                   | Depreciation                                       
|                                                         |                                                                   | Amortization of mortgage servicing rights          
|                                                         |                                                                   | Amortization of intangible assets                  
|                                                         |                                                                   | Net gains on sales of securities available for sale
|                                                         |                                                                   | Employee Stock Ownership Plan expense              
|                                                         |                                                                   | Recognition and Retention Plan expense             
|                                                         |                                                                   | Originations of loans held for sale                
|                                                         |                                                                   | Proceeds from sales of loans held for sale         
|                                                         |                                                                   | Net gains on sales of loans held for sale          
|                                                         |                                                                   | Change in assets and liabilities                   
|                                                         |                                                                   | Accrued interest receivable                        
|                                                         |                                                                   | Other assets                                       
|                                                         |                                                                   | Accrued interest payable                           
|                                                         |                                                                   | Accrued expenses and other liabilities             
|                                                         |                                                                   | Net cash from operating activities                 
|                                                        
|**Cash flows from investing activities**                
|                                                         | Proceeds from sales of securities available for sale              | 4,000,000                                          
|                                                         | Purchases of securities available for sale                        | (83,535)                                           
|                                                         | Principal paydowns on mortgage-backed  securities                 | 88                                                 
|                                                         | Net change in loans                                               | 2,198,694                                          
|                                                         | Net (purchases) disposals of premises and equipment               | (1,707)                                            
|                                                         |                                                                   | Net cash from investing activities                 
|                                                        
|**Cash flows from financing activities**                
|                                                         | Net change in deposits                                            | (1,481,845)                                        
|                                                         | Repayments on Federal Home Bank advances                          | (2,172,085)                                        
|                                                         | Net change in advance payments                                    |                                                    
|                                                         |                                                                   | by borrowers for taxes and insurance               
|                                                         | Cash dividends paid                                               | (2,697,289)                                        
|                                                         | Repurchase of common stock                                        | (162,500)                                          
|                                                         | Proceeds from the exercise of stock options                       | 519,968                                            
|                                                         |                                                                   | Net cash from financing activities                 
|                                                        
|Net change in cash and cash equivalents                  | 452,951                                                           | 148,220                                            
|                                                        
|Cash and cash equivalents at beginning of period         | 4,673,211                                                         | 4,062,451                                          
|                                                        
|**Cash and cash equivalents at end of period**           | $5,126,162                                                        | $4,210,671                                         
|                                                        
|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 | 349,302                                            

---

---

|                                               | 2002      | 2001     
|---------------------------------------------- | --------- | ---------
|Basic Earnings Per Common Share               
|Numerator                                     
|Net Income                                     | $423,815  | $375,848 
|                                              
|Denominator                                   
|Weighted average common shares outstanding     | 1,253,677 | 1,244,293
|Less:  Average unallocated ESOP Shares         | (19,115)  | (30,246) 
|Less:  Average nonvested RRP Shares            | (2,592)   | (5,365)  
|                                              
|Weighted average common shares outstanding for
|basic earnings per common shares               | 1,231,970 | 1,208,682
|                                              
|Basic earnings per common share                | $   .34   | $   .31  

---

---

|                                  | 2002                              | 2001                                            
|--------------------------------- | --------------------------------- | ------------------------------------------------
|Diluted Earnings Per Common Share |                                  
|
|                                  | Numerator                         |                                                 
|
|                                  |                                   | Net Income                                      
|                                 
|                                  | Denominator                       |                                                 
|
|                                  |                                   | Weighted average common shares outstanding      
|
|                                  |                                   |                                                 
|                                  |                                   | Add:  Dilutive effects of average nonvested RRP 
|
|                                  |                                   |                                                 
|                                  |                                   | Add:  Dilutive effective of assumed exercises of
|
|                                  |                                   |                                                 
|                                 
|                                  |                                   | Weighted average common shares and dilutive     
|
|                                  |                                   |                                                 
|                                 
|                                  | Diluted earnings per common share | $   .34                                         

|                               | 2002                                   | 2001    
|------------------------------ | -------------------------------------- | --------
|Balance at beginning of period | $554,136                               | $570,632
|                               | Provision charges to operating expense | 15,000  
|                               | Recoveries credit to allowance         | 352     
|                               | Less: Loans charged off                | (56,742)
|Balance at end of period       | $512,746                               | $593,922

---

---

|                                                       | 2002        | 2001      
|------------------------------------------------------ | ----------- | ----------
|                                                      
|Loans originated for resale, net of principal paydowns | $15,827,376 | $7,477,097
|Proceeds from sales of loans originated for resale     | 14,532,628  | 7,267,209 
|Gain on sales of loans originated for resale           | 304,092     | 133,679   
|Portion of gain resulting from costs                   |            
|allocated to mortgage servicing rights                 | 142,285     | 71,335    
|Loan servicing fees, net                               | (36,581)    | 4,356     

|                                          | September 30,2002 | June 30,2002
|----------------------------------------- | ----------------- | ------------
|                                         
|Loans held for sale                       | $1,546,555        | $90,000     
|Less: Allowance to adjust loans held for  |                  
|sale to lower of aggregate cost or market | -                 | -           
|Loans held for sale, net                  | $1,546,555        | $90,000     

|                                                  | September 30, 2002 | June 30, 2002
|------------------------------------------------- | ------------------ | -------------
|                                                 
|Mortgage loan portfolios serviced for Freddie Mac | $77,500,000        | $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;
> 
> 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;
> 
> 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.

---

---

|                                                            | September 30,2002 | June 30,2002
|----------------------------------------------------------- | ----------------- | ------------
|                                                           
|Non-accrual loans                                           | $17,000           | $272,000    
|Loans past due 90 days or more and still accruing interest  | 440,000           | 435,000     
|                                                           
|Total non-performing loans                                  | 457,000           | 707,000     
|                                                           
|Foreclosed real estate and other repossessed assets         | 1,118,000         | 824,000     
|Total non-performing assets                                 | $1,575,000        | $1,531,000  
|Total non-performing loans as a percentage of total loans   | 0.55%             | 0.82%       
|Total non-performing assets as a percentage of total assets | 1.52%             | 1.42%       

---

---

|                          | Actual                 | For Regulatory CapitalAdequacy Purposes | To Be WellCapitalized UnderPrompt CorrectiveAction Provisions
|------------------------- | ---------------------- | --------------------------------------- | -------------------------------------------------------------
|                          | Amount                 | Ratio                                   | Amount                                                       
|                          | (Dollars in Thousands)
|At September 30, 2002     |                        |                                         |                                                              
|Tier 1 (Core) Capital (to | $ 10,936               | 10.78%                                  | $ 4,058                                                      
|adjusted total assets)    |                        |                                         |                                                              
|Tier 1 (Core) Capital (to | 10,936                 | 16.38                                   | 2,671                                                        
|risk weighted assets)     |                        |                                         |                                                              
|Total Capital (to risk    | 11,462                 | 17.17                                   | 5,342                                                        
|weighted assets)          |                        |                                         |                                                              
|At June 30, 2002          |                        |                                         |                                                              
|Tier 1 (Core) Capital (to | $ 10,318               | 9.78%                                   | $ 4,219                                                      
|adjusted total assets)    |                        |                                         |                                                              
|Tier 1 (Core) Capital (to | 10,318                 | 15.34                                   | 2,691                                                        
|risk weighted assets)     |                        |                                         |                                                              
|Total Capital (to risk    | 10,872                 | 16.16                                   | 5,381                                                        
|weighted assets)          |                        |                                         |                                                              

---

---

|Item 1. | Legal Proceedings                                  
|------- | ---------------------------------------------------
|        | None.                                              
|Item 2. | Changes in Securities                              
|        | None.                                              
|Item 3. | Defaults Upon Senior Securities                    
|        | None.                                              
|Item 4. | Submission of Matters to a Vote of Security Holders
|        | None.                                              
|Item 5. | Other Information                                  
|        | None.                                              
|Item 6. | Exhibits and Reports on Form 8-K                   
|        | (a)   Exhibits                                     
|        | See Exhibit Index.                                 
|        | (b)   Reports on Form 8-K                          
|        | None.                                              

---

|      |                   |  | **MSB Financial, Inc.**Registrant                                                                       | 
|----- | ----------------- |  | ------------------------------------------------------------------------------------------------------- | 
|Date: | November 14, 2002 |  | \s\   Charles B. CookCharles B. Cook,  President and Chief
Executive Officer  (Duly Authorized
Officer) | 
|Date: | November 14, 2002 |  | \s\   Elaine R. CarbaryElaine R. Carbary, Chief Financial 
Officer (Principal Financial Officer)        | 

---

|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 13s-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.

---

---

|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 13s-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.

---

---

|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 to
Condensed Consolidated Financial Statements)                                                                                           
|99.1        | Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                            

---