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

**FORM 10-QSB**

|[X]   | QUARTERLY REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 
|----- | -----------------------------------------------------------------------------------
|      | For the quarterly period ended March 31, 2003                                      
|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.**

---

|******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**

**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





---

|                                               | March 31,
2003                                            | June 30,
2002                  
|---------------------------------------------- | --------------------------------------------------------- | -------------------------------
|                                               | (Unaudited)                                               |                                
|**ASSETS**                                     |                                                           |                                
|                                               | Cash and due from financial institutions                  | $2,926,242                     
|                                               | Interest-bearing deposits in other financial institutions | 4,962,913                      
|                                               |                                                           | Total cash and cash equivalents
|                                              
|                                               | Securities available for sale                             | 8,849,467                      
|                                               | Securities held to maturity (fair value of $0 at          |                                
|                                               | March 31, 2003 and $88 at June 30, 2002)                  | -                              
|                                               | Loans held for sale                                       | 1,287,525                      
|                                               | Loans receivable, net of allowance for loan losses of     |                                
|                                               | $557,560 at March 31, 2003 and $554,136 at June 30, 2002  | 76,628,684                     
|                                               | Federal Home Loan Bank stock                              | 1,426,600                      
|                                               | Accrued interest receivable                               | 473,508                        
|                                               | Premises and equipment, net                               | 1,250,334                      
|                                               | Mortgage servicing rights, net                            | 747,469                        
|                                               | Goodwill                                                  | 1,451,210                      
|                                               | Intangible assets, net                                    | 353,603                        
|                                               | Other assets                                              | 2,859,713                      
|                                               |                                                           |                                
|                                               |                                                           | Total Assets                   
|                                              
|**LIABILITIES AND SHAREHOLDERS' EQUITY**      
|Liabilities                                   
|                                               | Deposits                                                  | $73,313,493                    
|                                               | Federal Home Loan Bank advances                           | 11,557,737                     
|                                               | Advance payments by borrowers for taxes and insurance     | 665,811                        
|                                               | Accrued interest payable                                  | 103,608                        
|                                               | Accrued expenses and other liabilities                    | 2,650,236                      
|                                               |                                                           | Total Liabilities              
|                                               |                                                          
|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 March 31, 2003 and                        
|                                               | 1,241,742 shares outstanding at June 30, 2002             | 16,310                         
|                                               | Additional paid-in capital                                | 9,796,859                      
|                                               | Retained earnings, substantially restricted               | 8,744,103                      
|                                               | Unearned Employee Stock Ownership Plan shares             | (56,043)                       
|Unearned Recognition and Retention Plan shares | (12,883)                                                  | (19,003)                       
|                                               | Treasury stock, at cost - 330,190 shares at              
|                                               | March 31, 2003 and 389,239 shares at June 30, 2002        | (3,567,280)                    
|                                               | Accumulated other comprehensive income, net of tax       
|                                               | of $2,739 at March 31, 2003 and $7,550 at June 30, 2002   | 5,317                          
|                                               |                                                           | Total Shareholders' Equity     
|                                               | Total Liabilities & Shareholders' Equity                  | $103,217,268                   

---



---

|                                            |                                            | Nine Months   | Three Months
|------------------------------------------- | ------------------------------------------ | ------------- | ------------
|                                            |                                            | 2003          | 2002        
|Interest and dividend income               
|                                            | Loans receivable, including fees           | $4,483,630    | $5,051,174  
|                                            | Securities held to maturity - taxable      | -             | 25          
|                                            | Securities available for sale - taxable    | 199,008       | 19,548      
|                                            | Other interest and dividend income         | 99,274        | 131,170     
|                                            |                                            | 4,781,912     | 5,201,917   
|Interest Expense                           
|                                            | Deposits                                   | 1,073,668     | 1,399,652   
|                                            | Federal Home Loan Bank advances            | 578,851       | 858,372     
|                                            | Other interest expense                     | 27,314        | 23,715      
|                                            |                                            | 1,679,833     | 2,281,739   
|                                           
|**Net interest** **income**                 | 3,102,079                                  | 2,920,178     | 1,001,201   
|                                            |                                            |              
|Provision for loan losses                   | 110,000                                    | 61,000        | 45,000      
|                                            |                                            |              
|**Net interest income after provision**     |                                            |               |             
|**for loan** **losses**                     | ****2,992,079 ****                         | ****2,859,178 | 956,201     
|                                            |                                            |              
|Noninterest income                          |                                            |              
|                                            | Loan servicing fees, net                   | (186,763)     | (12,690)    
|                                            | Net gains on sales of loans held for sale  | 1,130,196     | 633,539     
|                                            | Service charges on deposit accounts        | 375,544       | 196,327     
|                                            | Debit card/ATM Fees                        | 121,173       | 56,402      
|                                            | Net gains on securities available for sale | 18,080        | -           
|                                            | Other income                               | 323,846       | 218,664     
|                                            |                                            | 1,782,076     | 1,092,242   
|Noninterest expense                         |                                            |              
|                                            | Salaries and employee benefits             | 1,153,461     | 917,796     
|                                            | Occupancy and equipment expense            | 304,177       | 225,329     
|                                            | Data processing expense                    | 196,127       | 145,581     
|                                            | Federal deposit insurance premiums         | 35,450        | 31,259      
|                                            | Director fees                              | 78,650        | 80,695      
|                                            | Amortization of intangible assets          | 58,273        | 15,151      
|                                            | Michigan Single Business tax               | 77,000        | 67,000      
|                                            | Professional fees                          | 123,115       | 124,870     
|                                            | Other expense                              | 630,676       | 520,563     
|                                            |                                            | 2,656,929     | 2,128,244   
|**Income before federal income**            | ****                                      
|**tax expense**                             | 2,117,226                                  | 1,823,176     | 694,857     
|                                           
|Federal income tax expense                  | 718,000                                    | 624,000       | 219,000     
|                                           
|**Net income**                              | ****$1,399,226                             | $1,199,176    | $475,857    
|                                           
|**Comprehensive income**                    | ****$1,389,890                             | $1,199,176    | $468,695    
|                                           
|                                           
|Basic earnings per common share             | $1.11                                      | $0.99         | 0.37        
|                                           
|Weighted average common shares outstanding  | 1,266,229                                  | 1,214,930     | 1,284,953   
|                                           
|Diluted earnings per common share           | $1.10                                      | 0.97          | $0.37       
|                                           
|Weighted average common shares and dilutive
|potential common shares outstanding         | 1,276,237                                  | 1,239,168     | 1,289,464   

---



---

|                                         |             |            |             |             |             |              |              
|---------------------------------------- | ----------- | ---------- | ----------- | ----------- | ----------- | ------------ | -------------
|                                         |             |            |             | Unearned    | Unearned    |              |              
|                                         |             |            |             | Employee    | Recognition |              | Accumulated  
|                                         |             | Additional |             | Stock       | and         |              | Other        
|                                         | Common      | Paid-In    | Retained    | Ownership   | Retention   | Treasury     | Comprehensive
|                                         | Stock       | Capital    | Earnings    | Plan Shares | Plan Shares | Shares       | Income, Net  
|                                         |             |            |             |             |             |              |              
|**Balance, July 1, 2001**                | $16,310     | $9,755,668 | $9,370,758  | $(143,724)  | $(28,275)   | $(3,934,904) | $-           
|                                        
|Net income                               | -           | -          | 1,199,176   | -           | -           | -            | -            
|                                        
|Cash dividends declared on common stock, |            
|net of dividends on unearned ESOP Shares
|($.295 per share)                        | -           | -          | (358,781)   | -           | -           | -            | -            
|                                        
|8,469 shares committed to be released   
|under the ESOP                           | -           | 55,307     | -           | 38,534      | -           | -            | -            
|                                        
|Issuance of 10,765 common shares from   
|from treasury stock due to exercise     
|of stock options                         | -           | (12,918)   | -           | -           | -           | 89,349       | -            
|                                         |             |            |             |             |             |              |              
|Amortization of RRP Shares               | -           | -          | -           | -           | 7,231       | -            | -            
|                                        
|Repurchase of 500 shares of common stock | -           | -          | -           | -           | -           | (5,625)      | -            
|                                         |             |            |             |             |             |              |              
|                                        
|**Balances, March 31, 2002**             | ****$16,310 | $9,798,057 | $10,211,153 | $(105,190)  | $(21,044)   | $(3,851,180) | $-           

---



---

|                                                |         |            |             |             |             |              |              
|----------------------------------------------- | ------- | ---------- | ----------- | ----------- | ----------- | ------------ | -------------
|                                                |         |            |             | Unearned    | Unearned    |              |              
|                                                |         |            |             | Employee    | Recognition |              | Accumulated  
|                                                |         | Additional |             | Stock       | and         |              | Other        
|                                                | Common  | Paid-In    | Retained    | Ownership   | Retention   | Treasury     | Comprehensive
|                                                | Stock   | Capital    | Earnings    | Plan Shares | Plan Shares | Shares       | Income, Net  
|                                                |         |            |             |             |             |              |              
|**Balances, July 1, 2002**                      | $16,310 | $9,819,238 | $10,330,263 | $(92,338)   | $(19,003)   | $(4,011,189) | $14,653      
|                                               
|Comprehensive income                            |        
|Net income                                      | -       | -          | 1,399,226   | -           | -           | -            | -            
|Other comprehensive income                     
|Net change in net unrealized gains (losses)    
|on securities available for sale, net of       
|reclassification adjustments and tax effects    | -       | -          | -           | -           | -           | -            | (9,336)      
|Total comprehensive income                      | -       | -          | -           | -           | -           | -            | -            
|                                               
|Cash dividends declared on common stock,       
|net of dividends on unearned ESOP shares       
|($2.34 per share)                               | -       | -          | (2,985,386) | -           | -           | -            | -            
|                                               
|7,977 shares committed to be released          
|under the ESOP                                  | -       | 64,062     | -           | 36,295      | -           | -            | -            
|                                               
|Issuance of 71,549 common shares from          
|treasury stock due to exercise of stock options | -       | (86,441)   | -           | -           | -           | 606,409      | -            
|                                               
|Amortization of RRP shares                      | -       | -          | -           | -           | 6,120       | -            | -            
|                                               
|Repurchase of 12,500 shares of common stock    
|                                                | -       | -          | -           | -           | -           | (162,500)    | -            
|                                                |         |            |             |             |             |              |              
|**Balances, March 31, 2003**                    | $16,310 | $9,796,859 | $8,744,103  | $(56,043)   | $(12,883)   | $(3,567,280) | $5,317       

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MSB FINANCIAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine months ended March 31, 2003 and 2002
(Unaudited)

---

|                                         |                                                                  |                                                     |                                        |                                    | 2003      | 2002    
|---------------------------------------- | ---------------------------------------------------------------- | --------------------------------------------------- | -------------------------------------- | ---------------------------------- | --------- | --------
|                                        
|**Cash flows from operating activities**
|                                         | Net income                                                       | $1,399,226                                          | $1,199,176                            
|                                         | Adjustments to reconcile net income                             
|                                         | to net cash from operating activities                           
|                                         |                                                                  | Provision for loan losses                           | 110,000                                | 61,000                            
|                                         |                                                                  | Depreciation                                        | 137,403                                | 116,544                           
|                                         |                                                                  | Write down of originated mortgage servicing rights  | 38,000                                 | -                                 
|                                         |                                                                  | Amortization of mortgage servicing rights           | 309,445                                | 137,613                           
|                                         |                                                                  | Amortization of intangible assets                   | 58,273                                 | 15,151                            
|                                         |                                                                  | Net gains on sales of securities available for sale | (18,080)                               | -                                 
|                                         |                                                                  | Employee Stock Ownership Plan expense               | 100,357                                | 93,841                            
|                                         |                                                                  | Recognition and Retention Plan expense              | 6,120                                  | 7,231                             
|                                         |                                                                  | Originations of loans held for sale                 | (52,774,894)                           | (32,677,852)                      
|                                         |                                                                  | Proceeds from sales of loans held for sale          | 52,198,680                             | 32,648,631                        
|                                         |                                                                  | Net gains on sales of loans held for sale           | (1,130,196)                            | (633,539)                         
|                                         |                                                                  | Change in assets and liabilities                   
|                                         |                                                                  |                                                     | Accrued interest receivable            | 21,773                             | 49,658   
|                                         |                                                                  |                                                     | Other assets                           | 747,765                            | (948,229)
|                                         |                                                                  |                                                     | Accrued interest payable               | (28,030)                           | (1,283)  
|                                         |                                                                  |                                                     | Accrued expenses and other liabilities | 1,353,246                          | (86,696) 
|                                         |                                                                  |                                                     |                                        | Net cash from operating activities | 2,529,088 | (18,754)
|                                        
|**Cash flows from investing activities**
|                                         | Proceeds from sales of securities available for sale             | 8,000,000                                           | -                                     
|                                         | Purchases of securities available for sale                       | (5,699,008)                                         | (13,019,548)                          
|                                         | Principal paydowns on mortgage-backed  securities                | 88                                                  | 775                                   
|                                         | Net change in loans                                              | 6,150,211                                           | 3,878,995                             
|                                         | Net purchases of premises and equipment                          | (10,343)                                            | (177,953)                             
|                                         | Cash received from net liabilities assumed in branch acquisition | -                                                   | 14,621,136                            
|                                         |                                                                  | Net cash from investing activities                  | 8,440,948                              | 5,303,405                         

---

MSB FINANCIAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine months ended March 31, 2003 and 2002
(Unaudited)

---

|**Cash flows from financing activities**                 |                                                                   |                                   
|-------------------------------------------------------- | ----------------------------------------------------------------- | ----------------------------------
|                                                         | Net change in deposits                                            | (1,026,487)                       
|                                                         | Repayments on Federal Home Bank advances                          | (3,880,619)                       
|                                                         | Net change in advance payments                                   
|                                                         | by borrowers for taxes and insurance                              | (219,068)                         
|                                                         | Cash dividends paid                                               | (2,985,386)                       
|                                                         | Repurchase of common stock                                        | (162,500)                         
|                                                         | Exercise of stock options                                         | 519,968                           
|                                                         |                                                                   | Net cash from financing activities
|Net change in cash and cash equivalents                  | 3,215,944                                                         | 915,636                           
|                                                        
|Cash and cash equivalents at beginning of period         | 4,673,211                                                         | 4,062,451                         
|                                                        
|**Cash and cash equivalents at end of period**           | $7,889,155                                                        | $4,978,087                        
|                                                        
|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                           
|                                                         | Increase in fixed assets from branch acquisition                  | -                                 
|                                                         | Increase in deposits from branch acquisition                      | -                                 
|                                                         | Intangible assets resulting from branch acquisition               | -                                 

---

MSB FINANCIAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Nine months ended March 31, 2003 and 2002
(Unaudited)

---

**NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**

The accompanying condensed consolidated financial statements include the accounts of MSB Financial, Inc. and its wholly-owned subsidiary, Marshall Savings Bank, F.S.B. after the elimination of significant intercompany transactions and accounts.
The initial capitalization of MSB Financial and its acquisition of Marshall Savings Bank took place on February 6, 1995.

These interim financial statements are prepared in accordance with the Securities and Exchange Commission's rules for quarterly
financial information without audit and reflect all adjustments which, in the opinion of management, are necessary to present
fairly our financial position at March 31, 2003 and the results of operations and its cash flows for the periods presented.  All such
adjustments are normal and recurring in nature.  The accompanying condensed consolidated financial statements do not purport
to contain all the necessary disclosures required by generally accepted accounting principles that might otherwise be necessary in
the circumstances and should be read in conjunction with the consolidated financial statements and notes included in the annual
report of MSB Financial, Inc. for the year ended June 30, 2002.  The results of the periods presented are not necessarily
representative of the results of operations and cash flows which may be expected for the entire year.

Goodwill and Other Intangible Assets:  Goodwill resulted from our acquisition of a branch on March 15, 2002 and represents the
excess of the purchase price over the fair value of acquired tangible assets and liabilities and identifiable intangible assets.
Goodwill is assessed at least annually for impairment and any such impairment will be recognized in the period identified.  As a
result of adopting SFAS No. 147 on October 1, 2002, the year to date financial statements reflect the reversal of unidentified
intangible amortization totaling $68,000 recorded during the three month period ended September 30, 2002.

SFAS No. 148:  SFAS No. 123, which became effective for stock-based compensation awarded during fiscal years beginning
after December 15, 1995, required annual proforma disclosures for companies that do not adopt its fair value accounting method
for stock-based employee compensation for awards granted in the first fiscal year beginning after December 15, 1994.  SFAS No.
148 amends SFAS 123 effective the first quarter of 2003 and requires quarterly pro forma disclosures.  Accordingly, the
following pro forma information presents net income and earnings per share had the fair value method been used to measure
compensation cost for stock option plans.  The exercise price of options granted is equivalent to the market value of underlying
stock at the grant date.  Accordingly, compensation cost actually recognized for stock options was $0 for the nine and three
month periods ended March 31, 2003 and 2002.  No options were granted during the nine and three month periods ended March
31, 2003 and 2002.  Had compensation cost for stock options been measured using the fair value method, net income and basic
and diluted earnings per share would have been the pro forma amounts indicated below.  The pro forma effect may increase in
the future if more options are granted.

|                                   | Nine Months | Three Months
|---------------------------------- | ----------- | ------------
|                                   | 2003        | 2002        
|Net  income as reported            | $1,399,226  | $1,199,176  
|Proforma net income                | $1,398,664  | $1,197,358  
|Reported earnings per common share
|Basic                              | $1.11       | $0.99       
|Diluted                            | $1.10       | $0.97       
|Proforma earnings per common share
|Basic                              | $1.10       | $0.99       
|Diluted                            | $1.10       | $0.97       



---

MSB FINANCIAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Nine months ended March 31, 2003 and 2002
(Unaudited)

---

**NOTE 2 - EARNINGS PER COMMON SHARE**

A reconciliation of the numerators and denominators used in the computation of the basic earnings per common share and diluted earnings
per common share is presented below for the nine and three month periods ended March 31, 2003 and 2002:

|                                      | Nine Months | Three Months
|------------------------------------- | ----------- | ------------
|                                      | 2003        | 2002        
|Basic Earnings Per Common Share      
|Numerator                            
|Net Income                            | $1,399,226  | $1,199,176  
|Denominator                          
|Weighted average common shares       
|outstanding                           | 1,284,972   | 1,247,107   
|Less: Average unallocated ESOP shares | (16,377)    | (27,423)    
|Less: Average nonvested RRP shares    | (2,366)     | (4,754)     
|Weighted average common shares       
|outstanding for basic earnings per   
|common shares                         | 1,266,229   | 1,214,930   
|Basic earnings per common share       | $1.11       | $0.99       

|                                   | Nine Months | Three Months
|---------------------------------- | ----------- | ------------
|                                   | 2003        | 2002        
|Diluted Earnings Per Common Share 
|Numerator                         
|Net Income                         | $1,399,226  | $1,199,176  
|Denominator                       
|Weighted average common shares    
|outstanding for basic earnings per
|common share                       | 1,266,229   | 1,214,930   
|Add: Dilutive effects of average  
|nonvested RRP shares, net of      
|tax benefits                       | 221         | 486         
|Add: Dilutive effects of assumed  
|exercises of stock options         | 9,787       | 23,752      
|Weighted average common shares    
|and dilutive potential common     
|shares outstanding                 | 1,276,237   | 1,239,168   
|Diluted earnings per common share  | $1.10       | $0.97       

Stock options for 67,848 shares of common stock for the three and nine month periods ended March 31, 2003 and March 31,
2002, respectively, were not considered in computing diluted earnings per common share because they were not dilutive.

---

MSB FINANCIAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Nine months ended March 31, 2003 and 2002
(Unaudited)

---

**NOTE 3 - ALLOWANCE FOR LOAN LOSSES**

Activity
in
the
allowance
for
loan
losses
is
summarized
as
follows
for
the
nine
and
three
month periods ended March 31, 2003 and 2002:

|                                       | Nine Months | Three Months
|-------------------------------------- | ----------- | ------------
|                                       | 2003        | 2002        
|Balance at beginning of period        
|Numerator                             
|Provision charged to operating expense | $554,136    | $570,632    
|Provision charged to operating expense | 110,000     | 61,000      
|Recoveries credited to allowance       | 4,459       | 11,577      
|Less: Loans charged off                | (111,035)   | (1,857)     
|Balance at end of period               | $557,560    | $641,352    

**NOTE 4 - SECONDARY MORTGAGE MARKET ACTIVITIES**

The following summarizes our secondary mortgage market activities for the nine and three month periods ended March 31, 2003 and 2002:

|                                                                            | Nine Months | Three Months
|--------------------------------------------------------------------------- | ----------- | ------------
|                                                                            | 2003        | 2002        
|Loans originated for resale, net of principal paydowns                      | $52,774,894 | $32,677,852 
|Proceeds from sales of loans originated for resale                          | 52,198,680  | 32,648,631  
|Gain on sales of loans originated for resale                                | 1,130,196   | 633,539     
|Portion of gain resulting from costs allocated to mortgage servicing rights | 508,885     | 320,160     
|Loan servicing fees, net                                                    | (186,763)   | (12,690)    

Loans held for sale balance at March 31, 2003 and June 2002:

|                                                                                     | March 31,2003 | June 30,2002
|------------------------------------------------------------------------------------ | ------------- | ------------
|Loans held for sale                                                                  | $1,287,525    | $90,000     
|Less: Allowance to adjust loans held for
  sale to lower of aggregate cost or market | -             | -           
|Loans held for sale, net                                                             | $1,287,525    | $90,000     

Mortgage loans serviced for others are not included in the accompanying condensed balance sheets.  The unpaid principal balances on these loans at March 31, 2003 and June 30, 2002 are summarized as follows:

|                                                  | March 31,2003 | June 30,2002
|------------------------------------------------- | ------------- | ------------
|Mortgage loan portfolios serviced for Freddie Mac | $89,288,582   | $73,255,000 

Custodial escrow balances maintained in connection with the foregoing serviced loans at March 31, 2003 and June 30, 2002 were $379,000 and $447,000, respectively.

---

**Item 2.	Management's Discussion and Analysis**

The following discussion compares the consolidated financial condition of MSB Financial and Marshall Savings at March 31,
2003 to June 30, 2002 and the results of operations for the three and nine month periods ended March 31, 2003 with the same
periods ended March 31, 2002.  This discussion should be read in conjunction with the condensed consolidated financial
statements and footnotes included herein.  References in this Form 10-QSB to "we", "us" and "our" refer to MSB Financial
and/or Marshall Savings as the context requires.

*Forward-Looking Statements Disclosure*

This document, including information incorporated by reference, and future filings by MSB Financial, Inc. on Form 10-KSB, Form 10-QSB, and Form 8-K and future oral and written statements by MSB Financial and its management, may contain
forward-looking statements about MSB Financial and its subsidiary which we believe are within the meaning of the Private
Securities Litigation Reform Act of 1995.  These forward-looking statements include, without limitation, statements with respect
to anticipated future operating and financial performance, growth opportunities, interest rates, cost savings and funding
advantages expected or anticipated to be realized by management.  Words such as may, could, should, would, believe, anticipate,
estimate, expect, intend, plan and similar expressions are intended to identify these forward-looking statements.  The important
factors we discuss below and elsewhere in this document, as well as other factors discussed under the caption "Management's
Discussion and Analysis" in this document and identified in our filings with the SEC, and those presented elsewhere by our
management from time to time, could cause actual results to differ materially from those indicated by the forward-looking
statements made in this document:

- the strength of the United States economy in general and the strength of the local economies in which we conduct our
operations;
- the effects of, and changes in, trade, monetary and fiscal policies and laws, including interest rate policies of the Federal
Reserve Board;
- 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.

Forward-looking statements by MSB Financial and its management are based on beliefs, plans, objectives, goals, expectations,
anticipations, estimates and intentions of management and are not guarantees of future performance.  MSB Financial disclaims
any obligation to update or revise any forward-looking statements based on the occurrence of future events, the receipt of new
information, or otherwise.

Financial Condition

Total assets decreased $4.9 million to $103.2 million from June 30, 2002 to March 31, 2003.  The decrease in assets was
primarily the result of a decrease in net loans, including loans held for sale, of $5.5 million or 6.6% for the period.  The decrease
in net loans was due to strong loan refinancing activity in favor of fixed-rate one- to four-family mortgage loans during the nine
month period, a result of low mortgage interest rates.  We generally sell fixed-rate mortgage products to Freddie Mac, retaining
the right to service these loans.  This resulted in the decrease of net loans.  However, mortgage loans serviced for others increased
from $73.3 million at June 30, 2002 to $89.3 million at March 31, 2003, an increase of $16.0 million or 21.8%.  Mortgage
servicing rights increased $161,000 or 27.5%, at March 31, 2003 as compared to June 30, 2002, due to retained mortgage service
rights on increased loan sales during the period.******

Cash and cash equivalents totaled $7.9 million at March 31, 2003 compared to $4.7 million at June 30, 2002, an increase of
$3.2 million.  This increase in cash and cash equivalents was the result of significant cash flow from loan sales to Freddie Mac
and withdrawals from securities available for sale with the balance of the funds from loan sales to Freddie Mac and securities
available for sale withdrawals being used to pay down borrowings, rather that reinvestment into long-term fixed-rate residential
loans.  Other assets at March 31, 2003 totaled $2.9 million compared to $3.2 million at June 30, 2002.  The decrease was
primarily the result of a change in real estate held in redemption and real estate owned.  See "Provision for loan losses" for
further information. **

Total liabilities decreased $3.8 million to $88.3 million from June 30, 2002 to March 31, 2003.  The decrease in liabilities
was primarily the result of a decrease in FHLB advances of $3.9 million, as well as a decrease in deposits of $1.0 million from
June 30, 2002 to March 31, 2003.  The decrease in deposits was partially attributed to withdrawals made from deposit accounts
in favor of alternative investments offered by our new investments program affiliated with LPL Financial Services.  We also
experienced decreases in accrued interest payable of $28,000 and advance payments by borrowers for taxes and insurance of
$219,000. The decrease in advance payments by borrowers for taxes and insurance was primarily due to the payment of property
tax bills during the month of December.  Offsetting the above mentioned decreases in liabilities for the period was an increase in
accrued expenses and other liabilities of $1.3 million, primarily the result of an increase in funds due to Freddie Mac at March
31, 2003 compared to June 30, 2002.

Shareholders' equity decreased $1.1 million, or 7.1%, from June 30, 2002 to March 31, 2003.  This decrease was primarily the
result of dividends paid to shareholders during the period ended March 31, 2003 totaling $3.0 million, which included a special
cash dividend of $2.00 per share.  Management believes the special cash dividend was an appropriate use of excess capital and
will improve future return on equity.  Dividend payments to shareholders were partially offset by net income of $1.4 million and
the exercise of stock options totaling $520,000.

*Results of Operations*

***General.*****  Our results of operations depend primarily upon the level of net interest income, which is the difference between the
average yield earned on loans, securities, interest-bearing deposits, and other interest-earning assets, and the average rate paid on
deposits and borrowed funds, as well as competitive factors that influence interest rates, loan demand, and deposit flows.  Our
results of operations are also dependent upon the level of our noninterest income, including fee income and service charges, and
the level of our noninterest expense, including general and administrative expenses.  We, like other financial institutions, are
subject to interest rate risk to the degree that our interest-bearing liabilities mature or reprice at different times, or on a different
basis, than our interest-earning assets.******

***Net Income.*****  Net income for the three months ended March 31, 2003 was $476,000, an increase of 50.8% compared to net
income of $316,000 for the same period ended March 31, 2002.  Net income for the nine month period ended March 31, 2003
was $1.4 million, 16.7% higher than net income of $1.2 million for the same period in 2002.  Reasons for the changes in net
income are discussed in detail below.

***Net Interest Income.*****Net interest income increased $46,000, or 4.8%, to $1.0 million for the three month period ended March
31, 2003, as compared to the same three month period in 2002.  For the nine month period ended March 31, 2003, net interest
income increased $182,000, or 6.2%, to $3.1 million.

The increase in net interest income during the three and nine month periods ended March 31, 2003 was driven by significant
declines in the cost of funds and resulting decreases in interest expense.  For the three and nine month periods ended March 31,
2003 interest expense decreased $183,000 and $602,000, respectively, when compared to the same periods ended March 31,
2002.  The decreases in interest expense were primarily a result of a decrease in interest paid on certificate of deposit accounts,
which repriced at lower interest rates.  For the three and nine month periods ended March 31, 2003, deposit interest expense
decreased $114,000 and $326,000, respectively, when compared to the same periods ended March 31, 2002.  The other major
component of interest expense, interest paid on FHLB advances, also decreased during the 2003 periods primarily due to
decreases in the average principal balance.  For the three and nine month periods ended March 31, 2003, interest on FHLB
advances decreased $70,000 and $280,000, respectively, when compared the same 2002 periods.  The weighted average rate paid
on interest-bearing liabilities for the three month period ended March 31, 2003 decreased 113 basis points to 2.47% from 3.60%
for the same period ended March 31, 2002.  For the nine month period ended March 31, 2003 the weighted average rate paid on
interest-bearing liabilities was 2.74%, compared to 4.08% for the same period ended March 31, 2002, a decrease of 134 basis
points.

Interest on loans, including fees, decreased $168,000, or 10.6%, during the three month period ended March 31, 2003 compared
to the three month period ended March 31, 2002.  For the nine month period ended March 31, 2003 interest on loans, including
fees, decreased $568,000, or 11.2%, as compared to the same period in 2002.  The decrease was the result of a decrease in net
loans receivables, which was due to increased sales of fixed-rate loans in the secondary market, as well as a decrease in mortgage
loan interest rates.  Loan interest rates were also impacted by adjustable loans repricing at lower rate.  The weighted average yield
on the loan portfolio for the three month period ended March 31, 2003 decreased 51 basis points to 7.22% from 7.73% for the
same period ended March 31, 2002.  For the nine month period ended March 31, 2003 the weighted average yield on the loan
portfolio was 7.44%, compared to 8.13% for the same period ended March 31, 2002, a decrease of 69 basis points.

***Provision for Loan Losses.*****The provision for loan losses is a result of our periodic analysis of the adequacy of the allowance for
loan losses. For the three and nine month periods ended March 31, 2003, the provision for loan losses increased $33,000 and
$49,000, respectively, as compared to the same periods ended March 31, 2002, due to our continuing reassessment of probable
losses in the loan portfolio.  At March 31, 2003, the allowance for loan losses totaled $558,000 or 0.72% of net loans receivable
and**47.5% of total non-performing loans.   At June 30, 2002, our allowance for loan losses totaled $554,000, or 0.66% of net
loans receivable and 78.36% of total non-performing loans.

We established an allowance for loan losses based on an analysis of risk factors in the loan portfolio.  This analysis includes
the evaluation of concentrations of credit, past loss experience, current economic conditions, amount and composition of the loan
portfolio, estimated fair value of underlying collateral, delinquencies, and other factors.  Accordingly, the calculation of the
adequacy of the allowance for loan losses was not based directly on our level of non-performing assets.

Non-performing assets include non-accrual loans, loans 90 days or more delinquent and still accruing interest, restructured,
foreclosed real estate and other repossessed assets.  Loans greater than 90 days past due, and other designated loans of concern,
are placed on non-accrual status, unless it is determined that the loans are well collateralized and in the process of collection.
The following table presents non-performing assets for the periods indicated.

|                                                            | March 31,2003 | June 30,2002
|----------------------------------------------------------- | ------------- | ------------
|Non-accrual loans                                           | $   16,000    | $  272,000  
|Loans past due 90 days or more and still accruing interest  | 1,158,000     | 435,000     
|Total non-performing loans                                  | $1,174,000    | $  707,000  
|Foreclosed real estate and other repossessed assets         | 395,000       | 824,000     
|Total non-performing assets                                 | $1,569,000    | $1,531,000  
|Total non-performing loans as a percentage of total loans   | 1.49%         | 0.84%       
|Total non-performing assets as a percentage of total assets | 1.52%         | 1.42%       

Non-performing loans at March 31, 2003 increased $467,000 to $1.2 million as compared to June 30, 2002.  The increase in
non-performing loans was primarily the result of four one- to four-family loans totaling $608,000 to separate borrowers, which at
June 30, 2002 were classified as less than 90 days past due.  Subsequent to March 31, 2003 one of these loans totaling $168,000
was brought current by the borrower.  The other three loans totaling $440,000 are still listed as 90 days or more past due and management is pursuing collection remedies.  Management believes that these loans are well collateralized and do
not expect to incur any losses.

Foreclosed real estate and other repossessed assets decreased $429,000 to $395,000 as of March 31, 2003 as compared to June
30, 2002.  This change was primarily the result of one borrower selling seven investment properties, totaling $481,000, of which
$446,000 was held in redemption and classified as foreclosed real estate and $35,000 was classified as non-accrual loans at June
30, 2002.  As part of the workout of the borrower's bankruptcy, these seven properties were sold to a single purchaser, who also
received financing from Marshall Savings Bank.  These properties are now held as collateral for one loan totaling $555,000.
Pending a review period of the new borrower's payment history on the new loan, we will maintain a deferred interest income
amount of $79,000.  This amount represents interest of $45,000 paid when the previous borrower's debts were restructured and
interest of $34,000 paid at the time of the sale to the new borrower.

We will continue to monitor the allowance for loan losses and make future additions to the allowance through the provision for
loan losses as loan quality and economic conditions dictate.  Although we maintain the allowance for loan losses at a level which
we consider to be adequate to provide for losses, there can be no assurance that future losses will not exceed estimated amounts
or that additional provisions for loan losses will not be required in future periods.  In addition, our determination as to the
amount of the allowance for loan losses is subject to review by the Office of Thrift Supervision and the Federal Deposit
Insurance Corporation, as part of their examination process, which may result in the establishment of an additional allowance
based upon their judgment of the information available to them at the time of their examinations.

***Noninterest Income.*****  Noninterest income consists primarily of gains on the sale of loans, loan servicing fees, service charges on
deposit accounts and other fees.  Noninterest income increased $256,000 during the three month period ended March 31, 2003
compared to the three month period ended March 31, 2002. For the nine month period ended March 31, 2003, noninterest
income increased $690,000 compared the nine month period ended March 31, 2002.  The increases during the three and nine
month periods were primarily due to increases in net gains on the sale of loans during the three and nine month periods ended
March 31, 2003 of $201,000 and $497,000, respectively, due to increased sales of mortgage loans during these periods.

In addition to the increase in net gains on sales of loans held for sale, we also experienced increases in service charges on deposit
accounts for the three and nine month periods ended March 31, 2003 of $50,000 and $179,000, respectively, as compared to the
same 2002 periods.  Debit card/ATM fees also increased during the three and nine month periods ended March 31, 2003 by
$16,000 and $65,000, respectively.  The increases in service charges and debit card/ATM fees were primarily the result of
additional fees collected on increased deposits associated with a branch office purchase on March 15, 2002.

Offsetting the above mentioned increases in noninterest income were decreases in net loan servicing fees during the three and
nine month periods ended March 31, 2003 of $62,000 and $174,000, respectively.   These decreases in net loan servicing fees
were primarily the result of a mortgage servicing rights valuation adjustment as well as continuing and accelerated amortization
of originated mortgage loan servicing rights during the 2003 periods due to increased loan refinancing activity during the same
periods.  We obtained a third party valuation of our originated mortgage servicing rights during the nine month period and
recorded a valuation adjustment of $38,000, or 5.1% of our total mortgage service rights portfolio.  This valuation adjustment,
the first recorded by Marshall Savings Bank, was due to the current low interest rate environment, which resulted in increased
mortgage loan refinancing.

***Noninterest Expense.*****Noninterest expense was $836,000 for the three month period ended March 31, 2003 compared to
$760,000 reported for the same prior year period, an increase of $76,000 or 10.0%.  Noninterest expense for the nine month
period ended March 31, 2003 was $2.7 million compared to $2.1 million for the same period in 2002.  The largest component of
noninterest expense, salaries and employee benefits, increased $59,000 and $236,000 during the three month and nine month
periods ended March 31, 2003 compared to the same 2002 periods.  The most significant factor causing the increase in salaries
and employee benefits during the 2003 periods was an increase in salaries and associated payroll taxes of $52,000 and $197,000
during the three and nine month periods ended March 31, 2003, which resulted from additional staff acquired through the branch
purchase.  Group insurance costs increased $3,000 for the three month period and increased $22,000 during the nine month
period ended March 31, 2003 as compared to the same 2002 period.  As a way to offset the growing cost of employee health
insurance, we increased the percentage paid by our employees effective October 1, 2002.

Noninterest expense also increased due to the amortization of intangible assets acquired
from the branch purchase.  During the three and nine month periods ended March 31, 2003 we recorded $17,000 and $58,000,
respectively, compared to $15,000 for both the three and nine month periods ended March 2002.  During the nine month period
ended March 31, 2003 we adopted Statement of Financial Accounting Standards ("SFAS") No. 147, "Acquisitions of Certain
Financial Institutions" as of July 1, 2002.  As a result the unidentifiable intangible asset recorded as part of our branch purchase
has been reclassified as goodwill.  Accordingly, our year-to-date financial statements have been revised to reflect the reversal of
unidentifiable intangible amortization, totaling $68,000, recorded during the three month period ended September 30, 2002.

Occupancy and equipment expense increased $21,000 and $79,000 during the three and nine month periods respectively.  This
increase is primarily the result of our decision to continue to use the purchased branch office as a branch office of Marshall
Savings Bank.  This facility provides us more options in our continuing evaluation of facility uses in determining the best way to
meet the needs of our customer base.  Another component of noninterest expense impacted by the branch purchase, a result of
increased deposits and transaction activity, was data processing.  Data processing increased $18,000 and $51,000 during the
three and nine month periods ended March 31, 2003 as compared to the same 2002 periods.  ******

***Federal Income Tax Expense.*****Federal income tax expense increased $32,000 for the three month period and $94,000 for the
nine month period ended March 31, 2003 compared to the same periods in 2002, driven by higher income before tax.

Liquidity and Capital Resources

Our principal sources of funds are deposits, securities available for sale, principal and interest
repayments on loans, sales of loans, and Federal Home Loan Bank advances.  While scheduled loan repayments are relatively
predictable, deposit flows and early loan prepayments are influenced more by interest rates, general economic conditions and
competition.

Federal regulations require that we maintain minimum levels of liquid assets to ensure the
safety and soundness of the institution.  Liquid assets for purposes of this ratio include cash, certain time deposits, U.S.
Government, government agency and other securities and obligations generally having remaining maturities of less than five
years.  At March 31, 2003, our liquidity ratio was 24.8%.

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

If funds are required beyond the ability to generate them internally, borrowing agreements exist with the FHLB which provide an
additional source of funds.  FHLB advances total $11.5 million at March 31, 2003.  We also have $21.0 million of additional
borrowing capacity at the FHLB at March 31, 2003.  We use these advances primarily to fund 15 year fixed-rate and adjustable-rate one- to four-family residential mortgage loans held in our portfolio.  These advances are secured by a blanket lien on our
first mortgage loans.  Refer to Note 9 to the consolidated financial statements included in our consolidated financial statements
for the year ended June 30, 2002 for further information regarding FHLB advances.  We also use our liquidity resources to meet
ongoing commitments, to fund maturing certificates of deposit and deposit withdrawals, and to meet operating expenses.  At
March 31, 2003, we had outstanding commitments to extend credit which amounted to $13.4 million (including $5.9 million in
available home equity lines of credit).  We believe that loan repayments and other sources of funds, including Federal Home
Loan Bank advances, will be adequate to meet our foreseeable liquidity needs.

Federal insured savings institutions are required to maintain a minimum level of regulatory capital.  If the requirement is not met,
regulatory authorities may take legal or administrative actions, including restrictions on growth or operations or, in extreme
cases, seizure.  As of March 31, 2003 and June 30, 2002 Marshall Savings was categorized as well capitalized.  Our actual and
required capital amounts and ratios at March 31, 2003 and June 30, 2002 are presented below:

|                          |                        |                   |                   |                   | To Be Well       
|------------------------- | ---------------------- | ----------------- | ----------------- | ----------------- | -----------------
|                          |                        |                   |                   |                   | Capitalized Under
|                          |                        |                   | For Capital       | Prompt Corrective
|                          | Actual                 | Adequacy Purposes | Action Provisions
|                          | Amount                 | Ratio             | Amount            | Ratio             | Amount           
|                          | (Dollars in Thousands)
|As of March 31, 2003      |                        |                   |                   |                   |                  
|Tier 1 (Core) Capital (to | $12,018                | 11.92%            | $ 4,031           | 4.0%              | $ 5,039          
|adjusted total assets)    |                        |                   |                   |                   |                  
|Tier 1 (Core) Capital (to | 12,018                 | 18.42             | 2,610             | 4.0               | 3,915            
|risk weighted assets)     |                        |                   |                   |                   |                  
|Total Capital (to risk    | 12,576                 | 19.27             | 5,220             | 8.0               | 6,524            
|weighted assets)          |                        |                   |                   |                   |                  
|As of June 30, 2002       |                        |                   |                   |                   |                  
|Tier 1 (Core) Capital (to | $10,318                | 9.78%             | $ 4,219           | 4.0%              | $ 5,274          
|adjusted total assets)    |                        |                   |                   |                   |                  
|Tier 1 (Core) Capital (to | 10,318                 | 15.34             | 2,691             | 4.0               | 4,036            
|risk weighted assets)     |                        |                   |                   |                   |                  
|Total Capital (to risk    | 10,872                 | 16.16             | 5,381             | 8.0               | 6,727            
|weighted assets)          |                        |                   |                   |                   |                  

*New Accounting Standards*

On October 1, 2002, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No.
147, "Acquisitions of Certain Financial Institutions."  SFAS No. 147 was effective October 1, 2002.  SFAS No. 147 supersedes
SFAS No. 72,  "Accounting for Certain Acquisitions of Banking or Thrift Institutions."  SFAS No. 147 provides guidance on the
accounting for the acquisitions of a financial institution, and applies to all such acquisitions except those between two or more
mutual enterprises.  Under SFAS No. 147, the excess of the fair value of liabilities assumed over the fair value of tangible and
identifiable intangible assets acquired in a financial institution business combination represents goodwill that should be
accounted for under SFAS No. 142, "Goodwill and Other Intangible Assets."  If curtain criteria are met, the amount of the
unidentifiable intangible assets resulting from prior financial institutions acquisitions is to be reclassified to goodwill upon
adoption of this Statement.  Financial institutions meeting conditions outlined in SFAS No. 147 are required to restate previously
issued financial statements.  The objective of the restatement is to present the balance sheet and income statement as if the
amount accounted for under SFAS No. 72 as an unidentifiable intangible asset had been reclassified to goodwill as of the date we
adopted SFAS No. 142.  As a result of adopting SFAS No. 147, the year to date financial statements reflect the reversal of
unidentified intangible amortization totaling $68,000 recorded during the three month period ended September 30, 2002.

**Item 3.	Controls and Procedures**

(a)	Evaluation of Disclosure Controls and Procedures:  An evaluation of our disclosure controls and procedures (as defined in
Section 13(a)-14(c) of the Securities Exchange Act of 1934 (the "Act")) was carried out under the supervision and with the
participation of our Chief Executive Officer and Chief Financial Officer and several other members of our senior management
within the 90-day period preceding the filing date of this quarterly report.  Our Chief Executive Officer and Chief financial
Officer concluded that our disclosure controls and procedures as currently in effect are effective in ensuring that the information
required to be disclosed in the reports we file or submit under the Act is (i) accumulated and communicated to our management
(including the Chief Executive Office and Chief Financial Officer) in a timely manner, and (ii) recorded, processed, summarized
and reported within the time periods specified in the SEC's rules and forms.

Changes in Internal Controls:  Since the date of this evaluation, there have been no significant changes in, or corrective actions
regarding, our internal controls or other factors that could significantly affect these controls.

**PART II.  OTHER INFORMATION**

|Item 1. |  | Legal Proceedings                                                                                                                                                                           
|------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |  | None.                                                                                                                                                                                       
|Item 2. |  | Changes in Securities                                                                                                                                                                       
|        |  | None.                                                                                                                                                                                       
|Item 3. |  | Defaults Upon Senior Securities                                                                                                                                                             
|        |  | None.                                                                                                                                                                                       
|Item 4. |  | Submission of Matters to a Vote of Security Holders

None.Item 5.Other InformationNone.Item 6.Exhibits and Reports on Form 8-K(a)   ExhibitsSee Exhibit Index.(b)   Reports on Form 8-KNone.
|        |  | None.                                                                                                                                                                                       
|Item 5. |  | Other Information                                                                                                                                                                           
|        |  | None.                                                                                                                                                                                       
|Item 6. |  | Exhibits and Reports on Form 8-K                                                                                                                                                            
|        |  | (a)   Exhibits                                                                                                                                                                              
|        |  | See Exhibit Index.                                                                                                                                                                          
|        |  | (b)   Reports on Form 8-K                                                                                                                                                                   
|        |  | None.                                                                                                                                                                                       

Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly authorized.

SIGNATURES

|                   | **MSB Financial, Inc.**
Registrant                                                                    
|------------------ | ------------------------------------------------------------------------------------------------------
|Date: May 15, 2003 | /s/ Charles B. Cook
Charles B. Cook,  President and Chief
Executive Officer  (Duly Authorized
Officer)
|Date: May 15, 2003 | /s/ Elaine R. Carbary
Elaine R. Carbary, Chief FinancialOfficer (Principal Financial Officer)         

CERTIFICATIONS FOR QUARTERLY REPORT ON FORM 10-QSB

|I, Charles B. Cook, certify that:
|---------------------------------
|1)                               
|2)                               
|3)                               
|4)                               
|                                 
|                                 
|                                 
|5)                               
|                                 
|                                 
|6)                               

Date: May 15, 2003

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

CERTIFICATIONS FOR QUARTERLY REPORT ON FORM 10-QSB

|I, Elaine R. Carbary, certify that:
|-----------------------------------
|1)                                 
|2)                                 
|3)                                 
|4)                                 
|                                   
|                                   
|                                   
|5)                                 
|                                   
|                                   
|6)                                 

Date: May 15, 2003

|/s/ Elaine R. Carbary
Elaine R. Carbary, Chief FinancialOfficer
|---------------------------------------------------------------

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