**____________________________________________**

**FORM 10-QSB**

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

For the quarterly period ended December 31, 2000

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

|**Maryland**                                                 | **38-3203510**                         
|------------------------------------------------------------ | ---------------------------------------
|(State or other jurisdiction ofincorporation or organization | (I.R.S. Employer Identification Number)

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

Registrant's telephone number, including area code:     **(616) 781-5103**

As of February 12, 2001, there were 1,242,575 shares of the Registrant's common stock issued and outstanding.

Transitional Small Business Disclosure Format (check one)

Yes [   ]            No [X]

**MSB FINANCIAL, INC.**

INDEX

|PART I.                                                              | FINANCIAL INFORMATION                                    | 1 
|-------------------------------------------------------------------- | -------------------------------------------------------- | --
|Item 1.                                                              | Financial Statements (Unaudited)                         | 1 
|Condensed Consolidated Balance Sheets                                | 1                                                       
|Condensed Consolidated Statements of Income                          | 2                                                       
|Condensed Consolidated Statements of Changes in Shareholders' Equity | 3                                                       
|Condensed Consolidated Statements of Cash Flows                      | 4                                                       
|Notes to Condensed Consolidated Financial Statements                 | 5                                                       
|Item 2.                                                              | Management's Discussion and Analysis or Planof Operation | 8 
|PART II.                                                             | OTHER INFORMATION                                        | 13
|                                                                     | SIGNATURES                                               | 14
|                                                                     | EXHIBIT INDEX                                            | 15

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|                                                                                                                                                                                                                                 | December 31,2000 | June 30,2000
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------- | ------------
|                                                                                                                                                                                                                                 | (Unaudited)      |             
|**ASSETS**                                                                                                                                                                                                                       |                  |             
|Cash and due from financial institutions                                                                                                                                                                                         | $2,067,214       | $1,989,335  
|Interest-bearing deposits in other financial institutions                                                                                                                                                                        | 1,090,286        | 1,113,043   
|Total cash and cash equivalents                                                                                                                                                                                                  | 3,157,500        | 3,102,378   
|Securities held to maturity (fair value of $1,851 at    December 31, 2000 and $2,798 at June 30, 2000)                                                                                                                           | 1,851            | 2,798       
|Loans held for sale net of unrealized losses of $0                                                                                                                                                                               | 399,200          | 94,000      
|Loans receivable, net of allowance for loan losses of    $523,255 at December 31, 2000 and $513,159 at June 30, 2000                                                                                                             | 86,399,097       | 85,379,295  
|Federal Home Loan Bank stock                                                                                                                                                                                                     | 1,426,600        | 1,425,500   
|Accrued interest receivable                                                                                                                                                                                                      | 614,843          | 566,906     
|Premises and equipment, net                                                                                                                                                                                                      | 641,064          | 599,770     
|Mortgage servicing rights                                                                                                                                                                                                        | 312,663          | 303,649     
|Other assets                                                                                                                                                                                                                     | 1,694,012        | 1,770,699   
|Total Assets                                                                                                                                                                                                                     | $94,646,830      | $93,244,995 
|**LIABILITIES AND SHAREHOLDERS' EQUITY**                                                                                                                                                                                         |                  |             
|Liabilities                                                                                                                                                                                                                      |                  |             
|Deposits                                                                                                                                                                                                                         | $50,490,910      | $49,557,945 
|Federal Home Loan Bank advances                                                                                                                                                                                                  | 28,530,854       | 27,986,459  
|Advance payments by borrowers for taxes and insurance                                                                                                                                                                            | 203,833          | 671,608     
|Accrued interest payable                                                                                                                                                                                                         | 167,991          | 136,480     
|Accrued expenses and other liabilities                                                                                                                                                                                           | 832,810          | 802,817     
|Total Liabilities                                                                                                                                                                                                                | 80,226,398       | 79,155,309  
|Shareholders' equity                                                                                                                                                                                                             |                  |             
|Preferred stock, $.01 par value:  2,000,000 shares    authorized; none outstanding                                                                                                                                               |                  |             
|Common stock, par value $.01:  4,000,000 shares    authorized; 1,630,981 shares issued and 1,242,575 shares    outstanding at December 31, 2000 and
1,630,981 shares    issued and 1,265,825 shares outstanding at June 30, 2000 | 16,310           | 16,310      
|Additional paid-in capital                                                                                                                                                                                                       | 9,730,810        | 9,706,788   
|Retained earnings, substantially restricted                                                                                                                                                                                      | 8,821,312        | 8,368,824   
|Unearned Employee Stock Ownership Plan shares                                                                                                                                                                                    | (171,104)        | (198,486)   
|Unearned Recognition and Retention Plan shares                                                                                                                                                                                   | (33,692)         | (57,912)    
|Treasury stock at cost - 388,406 shares at    December 31, 2000 and 365,156 shares at June 30, 2000                                                                                                                              | (3,943,204)      | (3,745,838) 
|Total Shareholders' Equity                                                                                                                                                                                                       | 14,420,432       | 14,089,686  
|Total Liabilities & Shareholders' Equity                                                                                                                                                                                         | $94,646,830      | $93,244,995 

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|                                                                                | Six Months  | Three Months
|------------------------------------------------------------------------------- | ----------- | ------------
|                                                                                | 2000        | 1999        
|Interest and dividend income                                                    |             |             
|Loans receivable, including fees                                                | $3,693,328  | $3,295,838  
|Securities held to maturity - taxable                                           | 74          | 140         
|Other interest and dividend income                                              | 105,098     | 81,462      
|                                                                                | 3,798,500   | 3,377,440   
|Interest Expense                                                                |             |             
|Deposits                                                                        | 1,007,168   | 820,870     
|Federal Home Loan Bank advances                                                 | 885,147     | 811,482     
|Other interest expense                                                          | 13,335      | 8,219       
|                                                                                | 1,905,650   | 1,640,571   
|**Net interest income**                                                         | 1,892,850   | 1,736,869   
|Provision for loan losses                                                       | 12,000      | 36,000      
|**Net interest income after provision for loan losses**                         | 1,880,850   | 1,700,869   
|Noninterest income                                                              |             |             
|Loan servicing fees, net                                                        | 28,961      | 33,620      
|Net gains on sales of loans held for sale                                       | 85,121      | 52,113      
|Service charges on deposit accounts                                             | 110,948     | 90,862      
|Profit on sale of real estate owned                                             | --          | 2,761       
|Other income                                                                    | 130,658     | 102,989     
|                                                                                | 355,688     | 282,345     
|Noninterest expense                                                             |             |             
|Salaries and employee benefits                                                  | 517,083     | 517,403     
|Occupancy and equipment expense                                                 | 138,726     | 133,235     
|Data processing expense                                                         | 108,617     | 70,553      
|Y2K expense                                                                     | --          | 13,275      
|Federal deposit insurance premiums                                              | 19,104      | 26,653      
|Director fees                                                                   | 56,295      | 63,219      
|Correspondent bank charges                                                      | 18,870      | 18,718      
|Provision to adjust loans held for sale to lower of cost or market              | --          | 37,847      
|Michigan Single Business tax                                                    | 37,000      | 30,000      
|Professional fees                                                               | 61,896      | 60,505      
|Other expense                                                                   | 250,047     | 243,167     
|                                                                                | 1,207,638   | 1,214,575   
|**Income before federal income tax expense**                                    | 1,028,900   | 768,639     
|Federal income tax expense                                                      | 360,000     | 271,000     
|**Net income**                                                                  | $   668,900 | $   497,639 
|Basic earnings per common share                                                 | $     0.56  | $     0.42  
|Weighted average common shares outstanding                                      | 1,195,059   | 1,189,005   
|Diluted earnings per common share                                               | $     0.55  | $     0.41  
|Weighted average common shares and dilutive potential common shares outstanding | 1,206,914   | 1,212,515   

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|                                                                                                     | CommonStock | AdditionalPaid-InCapital | RetainedEarnings | UnallocatedEmployee StockOwnershipPlan Shares | UnearnedRecognitionand RetentionPlan Shares | Treasury
Stock | TotalShareholders'Equity
|---------------------------------------------------------------------------------------------------- | ----------- | ------------------------ | ---------------- | --------------------------------------------- | ------------------------------------------- | -------------- | ------------------------
|**Balance, June 30, 1999**                                                                           | $   16,313  | $ 9,655,006              | $ 7,623,538      | $  (256,668)                                  | $  (85,372)                                 | $ (3,771,341)  | $ 13,181,476            
|Net income                                                                                           | --          | --                       | 497,639          | --                                            | --                                          | --             | 497,639                 
|Cash dividends declared on common stock, net  of dividends on unearned ESOP Shares  ($.17 per share) | --          | --                       | (202,644)        | --                                            | --                                          | --             | (202,644)               
|6,396 shares committed to be released  under the ESOP                                                | --          | 43,385                   | --               | 29,102                                        | --                                          | --             | 72,487                  
|Issuance of 6,353 common shares from  treasury stock due to exercise of stock options                | --          | (7,623)                  | --               | --                                            | --                                          | 52,730         | 45,107                  
|Amortization of RRP shares                                                                           | --          | --                       | --               | --                                            | 32,367                                      | --             | 32,367                  
|Issuance of 4,000 RRP Shares                                                                         | --          | 7,550                    | --               | --                                            | (40,750)                                    | 33,200         | --                      
|Repurchase of 5,780 shares of Common Stock                                                           | --          | --                       | --               | --                                            | --                                          | (60,427)       | (60,427)                
|**Balances, December 31, 1999**                                                                      | $   16,313  | $ 9,698,318              | 7,918,533        | $   (227,566)                                 | $   (93,755)                                | $ (3,745,838)  | $13,566,005             
|**Balances, June 30, 2000**                                                                          | $   16,310  | $ 9,706,788              | $ 8,368,824      | $  (198,486)                                  | $  (57,912)                                 | $ (3,745,838)  | $14,089,686             
|Net income                                                                                           | --          | --                       | 668,900          | --                                            | --                                          | --             | 668,900                 
|Cash dividends declared on common stock, net  of dividends on unearned ESOP shares  ($.18 per share) | --          | --                       | (216,412)        | --                                            | --                                          | --             | (216,412)               
|6,018 shares committed to be released  under the ESOP                                                | --          | 24,022                   | --               | 27,382                                        | --                                          | --             | 51,404                  
|Amortization of RRP shares                                                                           | --          | --                       | --               | --                                            | 24,220                                      | --             | 24,220                  
|Repurchase of 23,250 shares of common stock                                                          | --          | --                       | --               | --                                            | --                                          | (197,366)      | (197,366)               
|**Balances, December 31, 2000**                                                                      | $    16,310 | $ 9,730,810              | $ 8,821,312      | $  (171,104)                                  | $  (33,692)                                 | $ (3,943,204)  | $14,420,432             

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|                                                                             | 2000         | 1999       
|---------------------------------------------------------------------------- | ------------ | -----------
|**Cash flows from operating activities**                                     |              |            
|Net income                                                                   | $  668,900   | $  497,639 
|Adjustments to reconcile net income    to net cash from operating activities |              |            
|Provision for loan losses                                                    | 12,000       | 36,000     
|Provision to adjust loans held for sale        to lower of cost or market    | --           | 37,847     
|Depreciation                                                                 | 72,090       | 77,153     
|Amortization of mortgage servicing rights                                    | 31,612       | 26,441     
|Employee Stock Ownership Plan expense                                        | 51,404       | 72,487     
|Recognition and Retention Plan expense                                       | 24,220       | 32,367     
|Originations of loans held for sale                                          | (4,408,381)  | (2,620,801)
|Proceeds from sales of loans held for sale                                   | 4,147,676    | 2,952,113  
|Net gains on sales of loans held for sale                                    | (85,121)     | (52,113)   
|Change in assets and liabilities                                             |              |            
|Accrued interest receivable                                                  | (47,937)     | (14,015)   
|Other assets                                                                 | 76,687       | (156,507)  
|Accrued interest payable                                                     | 31,511       | 22,068     
|Accrued expenses and other liabilities                                       | 29,993       | (220,212)  
|Net cash from operating activities                                           | 604,654      | 690,467    
|**Cash flows from investing activities**                                     |              |            
|Principal paydowns on mortgage-backed securities                             | 947          | 1,256      
|Purchase of Federal Home Loan Bank stock                                     | (1,100)      | (152,400)  
|Net change in loans                                                          | (1,031,802)  | (4,884,637)
|Net purchases of premises and equipment                                      | (113,384)    | (7,623)    
|Net cash from investing activities                                           | (1,145,339)  | (5,043,404)
|**Cash flows from financing activities**                                     |              |            
|Net change in deposits                                                       | 932,965      | 471,344    
|Proceeds from Federal Home Loan Bank advances                                | 20,000,000   | 11,900,000 
|Repayments on Federal Home Loan Bank advances                                | (19,455,605) | (7,506,326)
|Net change in advance payments    by borrowers for taxes and insurance       | (467,775)    | (486,714)  
|Cash dividends paid                                                          | (216,412)    | (202,644)  
|Repurchase of common stock                                                   | (197,366)    | (60,427)   
|Exercise of stock options                                                    | --           | 45,107     
|Net cash from financing activities                                           | 595,807      | 4,160,340  
|Net change in cash and cash equivalents                                      | 55,122       | (192,597)  
|Cash and cash equivalents at beginning of period                             | 3,102,378    | 2,612,258  
|**Cash and cash equivalents at end of period**                               | $3,157,500   | $2,419,661 
|Supplemental disclosures of cash flow information                            |              |            
|Cash paid during the period for:                                             |              |            
|Interest                                                                     | $1,874,139   | $1,618,503 
|Income taxes                                                                 | 440,000      | 275,000    

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**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 December 31, 2000 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, 2000.  The results of the periods presented are not necessarily representative of the
results of operations and cash flows which may be expected for the entire year.

The provision for income taxes is based upon the effective tax rate expected to be applicable for the entire year.

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

**NOTE 2 - EARNINGS PER COMMON SHARE**

A reconciliation of the numerators and denominators used in the computation of the basic earnings per common share and
diluted earnings per common share is presented below for the six and three month periods ended December 31, 2000 and
1999:

|                                                                                     | Six Months     | Three Months   
|------------------------------------------------------------------------------------ | -------------- | ---------------
|                                                                                     | 2000           | 1999           
|Basic Earnings Per Common Share                                                      |                |                
|Numerator                                                                            |                |                
|Net Income                                                                           | $  668,900     | $  497,639     
|Denominator                                                                          |                |                
|Weighted average common shares outstanding                                           | 1,248,486      | 1,260,999      
|Less:  Average unallocated ESOP Shares                                               | (40,684)       | (53,283)       
|Less:  Average nonvested RRP Shares                                                  | (12,743)       | (18,711)       
|Weighted average common shares outstanding for      basic earnings per common shares | 1,195,059      | 1,189,005      
|Basic earnings per common share                                                      | $          .56 | $   
       .42

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|Diluted Earnings Per Common Share                                                   |                  |                   |                  |                  
|----------------------------------------------------------------------------------- | ---------------- | ----------------- | ---------------- | -----------------
|Numerator                                                                           |                  |                   |                  |                  
|Net Income                                                                          | $  668,900       | $  497,639        | $  335,225       | $  224,358       
|Denominator                                                                         |                  |                   |                  |                  
|Weighted average common shares outstanding      for basic earnings per common share | 1,195,059        | 1,189,005         | 1,192,764        | 1,193,090        
|Add:  Dilutive effects of average nonvested RRP      shares, net of tax benefits    | 2,702            | 2,830             | 3,567            | 0                
|Add:  Dilutive effects of assumed exercises of      stock options                   | 9,153            | 20,680            | 10,964           | 12,975           
|Weighted average common shares and dilutivepotential common shares outstanding      | 1,206,914        | 1,212,515         | 1,207,295        | 1,206,065        
|Diluted earnings per common share                                                   | $            .55 | $ 
           .41 | $            .28 | $       
     .19

Stock options for 84,131 shares of common stock for the three and six month periods ending December 31, 2000,
respectively, and stock options for 81,508 shares of common stock for both the three and six month periods ending
December 31, 1999, were not considered in computing diluted earnings per common shares because they were not
dilutive.

**NOTE 3 - ALLOWANCE FOR LOAN LOSSES**

Activity in the allowance for loan losses is summarized as follows for the six and three month periods ended
December 31, 2000 and 1999:

|                                       | Six Months | Three Months
|-------------------------------------- | ---------- | ------------
|                                       | 2000       | 1999        
|Balance at beginning of period         | $513,159   | $452,308    
|Provision charges to operating expense | 12,000     | 36,000      
|Recoveries Credit to allowance         | 361        | 2,885       
|Less: Loans charged off                | (2,265)    | (1,179)     
|Balance at end of period               | $523,255   | $490,014    

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**NOTE 4 - SECONDARY MORTGAGE MARKET ACTIVITIES**

The following summarizes our secondary mortgage market activities for the six and three month periods ended December 31, 2000 and 1999:

|                                                                             | Six Months | Three Months
|---------------------------------------------------------------------------- | ---------- | ------------
|                                                                             | 2000       | 1999        
|Loans originated for resale, net of  principal paydowns                      | $4,408,381 | $2,620,801  
|Proceeds from sales of loans originated  for resale                          | 4,147,676  | 2,952,113   
|Gain on sales of loans originated  for resale                                | 85,121     | 52,113      
|Portion of gain resulting from costs  Allocated to mortgage servicing rights | 40,626     | 29,088      
|Loan servicing fees, net                                                     | 28,961     | 33,620      

Loans held for sale balance at December 31, 2000 and 1999:

|Loans held for sale                                                                    | $   399,200 | $   2,948,231
|-------------------------------------------------------------------------------------- | ----------- | -------------
|Less:  Allowance to adjust loans held for    sale to lower of aggregate cost or market | --          | (135,788)    
|Loans held for sale, net                                                               | $   399,200 | $ 2,812,443  

Mortgage loans serviced for others are not included in the accompanying condensed consolidated balance sheets.  The unpaid principal balances on these loans at December 31, 2000 and June 30, 2000 are summarized as follows:

|                                            | December 31,2000 | June 30,2000
|------------------------------------------- | ---------------- | ------------
|Mortgage loan portfolios serviced for FHLMC | $47,983,000      | $47,094,000 

Custodial escrow balances maintained in connection with the foregoing serviced loans at December 31, 2000 and June 30, 2000 were $82,000 and $280,000, respectively.

**NOTE 5 - REPURCHASES OF COMMON STOCK**

During the quarter ended December 31, 2000, we repurchased 2,400 shares of our common stock at a total cost of
$19,350, or $8.06 per share, as compared to no share repurchases during the quarter ended December 31, 1999. On
March 22, 2000 the Board of Directors approved a plan to repurchase up to 5%, or 63,291 shares, of our common
stock.  Under the current repurchase program, which expires March 21, 2001, we have repurchased a total of 23,250
shares at a total cost of $197,366 or $8.49 per share.  As of December 31, 2000, a total of 403,806 shares of common
stock had been repurchased at a total cost of $ 4,071,008, or $10.08 per share.

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**Item 2.  Management's Discussion and Analysis or Plan of Operations**

MSB Financial, Inc. was formed as a Delaware corporation in September 1994 to act as the holding
company for Marshall Savings Bank, F.S.B. upon the completion of Marshall Savings' conversion from the
mutual to the stock form.  MSB Financial received approval from the Office of Thrift Supervision to acquire all
of the common stock of Marshall Savings to be outstanding upon completion of the conversion.  The conversion
was completed on February 6, 1995.  On December 8, 1998, shareholders approved a proposal to reincorporate
MSB Financial from the State of Delaware to the State of Maryland.  The following discussion compares the
consolidated financial condition of MSB Financial and Marshall Savings at December 31, 2000 to June 30, 2000
and the results of operations for the three and six month periods ended December 31, 2000 with the same periods
ended December 31, 1999.  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*

We may from time to time make written or oral "forward-looking statements". These forward-looking
statements may be contained in our Quarterly Reports on Form 10-QSB and the exhibits, filings with the
Securities and Exchange Commission and in other communications by us, which are made in good faith pursuant
to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995.  The words "may",
"could", "should, "would", "believe", "anticipate", "estimate", "expect", "intend", "plan", and similar expressions
are intended to identify forward-looking statements.

Forward-looking statements include statements about our beliefs, plans, objectives, goals, expectations,
anticipations, estimates and intentions as of the date of this document and are subject to significant risks and
uncertainties.  The following factors, many of which are subject to change based on various other factors beyond our
control, could cause our financial performance to differ materially from the plans, objectives, expectations, estimates
and intentions expressed in such forward-looking statements:

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

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

The list of important factors stated above is not exclusive.  We do not undertake to update any forward-looking statement, whether written or oral, that may be made from time to time by or on
behalf of MSB Financial
or Marshall Savings.

*Financial Condition*

Total assets increased $1.4 million to $94.6 million from June 30, 2000 to December 31, 2000.  Net
loans, including loans held for sale, increased by $1.3 million or 1.6% for the period.  This increase was
primarily funded by an increase of $933,000 in deposits and an increase of $544,000 in Federal Home Loan
Bank advances.

Total liabilities increased $1.1 million to $80.2 million from June 30, 2000 to December 31, 2000.
This increase primarily resulted from the increases in deposits and Federal Home Loan Bank advances discussed
above.  We also experienced increases in accrued interest payable of $32,000 and accrued expenses and other
liabilities of $30,000.  Offsetting the above increases in liabilities for the period was a decrease in advance
payments by borrowers for taxes and insurance of $468,000.  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.

Net income, offset by the payment of dividends on common stock and common stock repurchases
contributed to a net increase in shareholders' equity of  $331,000.

*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 and securities, interest-bearing deposits, and other interest-earning assets, and the average rate paid on deposits and borrowed funds, as well as competitive factors that
influence interest rates, loan demand, and deposit flows.  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 December 31, 2000 was $335,000, 49.4% higher than net
income of $224,000 for the same period ended December 31, 1999.  Net income for the six month period ended
December 31, 2000 was $669,000, 34.4% higher than net income of $498,000 for the same period in 1999.
Reasons for the increases in net income are discussed in detail below.

***Net Interest Income.***Net interest income increased $60,000, or 6.8%, to $939,000 for the three month period
ended December 31, 2000, as compared to the same three month period in 1999.  For the six month period ended
December 31, 2000, net interest income increased $156,000, or 9.0%, to $1.9 million.

The increase in net interest income during the three and six month periods ended December 31, 2000
was primarily the result of increases in loan interest.  Loan interest and fees increased $176,000 during the three
month period ended December 31, 2000 compared to the three month period ended December 31, 1999.  For the
six month period ended December 31, 2000 loan interest and fees increased $397,000, or 12.1%, as compared to
the same period in 1999.  The increase in loan interest during both the three and six month periods ended
December 31, 2000 was the result of adjustable loans renewing at higher rates.  The weighted average yield on
the loan portfolio for the three month period ended December 31, 2000 increased 39 basis points to 8.57% from
8.18% for the same period ended December 31, 1999.  For the six month period ended December 31, 2000 the
weighted average yield on the loan portfolio was 8.57%, compared to 8.16% for the same period ended
December 31, 1999, an increase of 41 basis points.

Offsetting the changes in interest income mentioned above were increases in interest expense for the
three and six month periods ended December 31, 2000 of $122,000 and $265,000, respectively, when compared
to the same periods ended December 31, 1999.  The increases in interest expense were primarily a result of
increases in interest paid on deposits due to increased average deposit balances and increased rates paid on
certificates of deposits.  For the three and six month periods ended December 31, 2000 deposit interest expense
increased $101,000 and $186,000, respectively, when compared to the same periods ended December 31, 1999.
We also experienced increases in interest paid on Federal Home Loan Bank advances due to increased Federal
Home Loan Bank advance balances.  For the three and six periods ended December 31, 2000 Federal Home
Loan Bank advance interest expense increased $18,000 and $74,000, respectively, when compared to the same
periods ended December 31, 1999.

***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. The provision for loan losses decreased to $6,000 for the three month period ended
December 31, 2000 as compared $18,000 for the three month period ended December 31, 1999, due to our
continuing reassessment of losses inherent in the loan portfolio.  At December 31, 2000, the allowance for loan
losses totaled $523,000 or 0.61% of net loans receivable and 55% of total non-performing loans.  At September
30, 2000, the allowance for loan losses totaled $517,000 or 0.60% of net loans receivable and 120% of total non-performing loans.  At June 30, 2000, our allowance for loan losses totaled $513,000, or 0.60% of net loans
receivable and 193% 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, 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.

|                                                            | December 312000 | June 30,2000
|----------------------------------------------------------- | --------------- | ------------
|Non-accrual loans                                           | $   79,063      | $   80,491  
|Loans past due 90 days or more and still accruing interest  | 872,286         | 185,071     
|Total non-performing loans                                  | $ 951,349       | $ 265,562   
|Foreclosed real estate and other repossessed assets         | 57,480          | -           
|Total non-performing assets                                 | $1,008,829      | $ 265,562   
|Total non-performing loans as a percentage of total loans   | 1.09%           | 0.31%       
|Total non-performing assets as a percentage of total assets | 1.07%           | 0.28%       

Non-performing loans at December 31, 2000 increased $686,000 to $1.0 million as compared to June
30, 2000.  This increase was the result of seven loans totaling $605,000 to a single borrower that were all past
due 90 days or more at December 31, 2000.  Six loans are secured by investment properties totaling $390,000
and one loan is secured by residential property totaling $215,000.  In addition to the seven loans discussed above,
this borrower also has five loans totaling $212,000 that were not more than 30 days past due at December 31,
2000.  This borrower is currently reorganizing his debts through a Chapter 11 bankruptcy.  Management feels
that all loans to this borrower are well collateralized and does not expect to incur any losses.

We will continue to monitor the allowance for loan losses and make future additions to the allowance
through the provision for loan losses as 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 examination.

***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 $40,000 during the three
month period ended December 31, 2000 compared to the three month period ended December 31, 1999. For the
six month period ended December 31, 2000, noninterest income increased $73,000 compared the six month
period ended December 31, 1999.  The increase during the three and six month periods ended December 31,
2000 was primarily due to increases in net gains on the sale of loans during the three and six month periods
ended December 31, 2000 of $17,000 and $33,000, respectively, due to increased sales of mortgage loans during
these periods.  We also experienced increases in service charges on deposit accounts during the three month

and six month periods ended December 31, 2000 as compared to the same period during 1999 of $15,000 and
$20,000, respectively.  The increase in service charges on deposit accounts was primarily due to an increase in
the fees assessed on demand deposit overdraft items, as well as a general increase in all deposit account fees
effective September 1, 2000.

***Noninterest Expense.***Noninterest expense was $597,000 for the three month period ended December 31, 2000
compared to $643,000 reported for the same prior year period, a decrease of $46,000 or 7.2%.  Noninterest
expense for the six month period ended December 31, 2000 was $1.21 million compared to $1.21 million for the
same period in 1999.  Provisions to adjust loans held for sale to the lower of cost
or market during the three and six month periods ended December 31, 1999 were $27,000 and $38,000,
respectively, compared to no provisions during the same 2000 periods.  We also recorded decreases in various
components of  noninterest expense for the six month period ended December 31, 2000 including decreases in:
year 2000 expense of $13,000, federal deposit insurance premium of $8,000 and director fees of $7,000.  The
above mentioned decreases in noninterest expense were primarily offset by an increase in data processing
expense of $38,000 during the six month period ended December 31, 2000 compared to the same 1999 period.
The increase in data processing expense was the result of a prior period rebate from our data processor of
$22,000 during the 1999 period and a change in our billing due date for data processing charges during the 2000
period which resulted in an extra monthly payment of $13,000 during the period.  We also recorded increases in
noninterest expense during the six month period ended December 31, 2000 of $7,000 in Michigan Single
Business tax and $5,000 in occupancy and equipment expense.  The largest component of noninterest expense,
salaries and employee benefits, remained relatively unchanged during the three and six months periods ended
December 31, 2000 as compared to the same periods in 1999.

***Federal Income Tax Expense.*****Federal income tax expense increased $48,000 for the three month period and
$89,000 for the six month period ended December 31, 2000 compared to the same periods in 1999 due to an
increase in income before federal income tax expense.

*Liquidity and Capital Resources*

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

Federal regulations require that we maintain minimum levels of liquid assets.  The required percentage
has varied from time to time based upon economic conditions and savings flows, and is currently 4% of net
withdrawable savings deposits and borrowings payable on demand or in one year or less during the preceding
calendar month.  Liquid assets for purposes of this ratio include cash, certain time deposits, U.S. Government,
government agency and other securities and obligations generally having remaining maturities of less than five
years.  We have maintained its liquidity ratio at levels in excess of those required.  At December 31, 2000, our
liquidity ratio was 5.23%.

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

At December 31, 2000, we had advances from the Federal Home Loan Bank of Indianapolis of $28.5
million, used primarily to fund 15 year fixed-rate and adjustable-rate one- to four-family residential mortgage
loans held in our portfolio.  We also use our liquidity resources to meet ongoing commitments, to fund maturing
certificates of deposit and deposit withdrawals, and to meet operating expenses.  At December 31, 2000, we had
outstanding commitments to extend credit which amounted to $4.7 million (including $4.1 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 December 31, 2000 and June 30, 2000 Marshall
Savings was categorized as well capitalized.  Our actual and required capital amounts and ratios at December 31,
2000 and June 30, 2000 are presented below:

|                                                    | Actual                 | For CapitalAdequacy Purposes | To Be WellCapitalized UnderPrompt CorrectiveAction Provisions
|--------------------------------------------------- | ---------------------- | ---------------------------- | -------------------------------------------------------------
|                                                    | Amount                 | Ratio                        | Amount                                                       
|                                                    | (Dollars in Thousands)
|As of December 31, 2000                             |                        |                              |                                                              
|Tier 1 (Core) Capital (to    adjusted total assets) | $ 10,381               | 11.01%                       | $ 3,771                                                      
|Tier 1 (Core) Capital (to    risk weighted assets)  | 10,381                 | 17.71                        | 2,344                                                        
|Total Capital (to risk    weighted assets)          | 10,904                 | 18.61                        | 4,688                                                        
|As of June 30, 2000                                 |                        |                              |                                                              
|Tier 1 (Core) Capital (to    adjusted total assets) | $ 10,298               | 11.21%                       | $ 3,676                                                      
|Tier 1 (Core) Capital (to    risk weighted assets)  | 10,298                 | 18.02                        | 2,286                                                        
|Total Capital (to risk    weighted assets)          | 10,811                 | 18.92                        | 4,572                                                        

*New Accounting Standards*

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

Item 1.       Legal Proceedings

None.

Item 2.       Changes in Securities

None.

Item 3.       Defaults Upon Senior Securities

None.

Item 4.       Submission of Matters to a Vote of Security Holders

> The Annual Shareholder's Meeting of MSB Financial, Inc. was held on
> October 24, 2000 in Marshall, Michigan.  At that meeting the shareholders
> elected the following persons to three year terms to the Board of Directors.
> Richard L. Dobbins by a vote of 966,367 for and 38,617 withheld.  Martin L.
> Mitchell a vote of 944,504 for and 60,480 withheld.  Also approved was the
> appointment of Crowe, Chizek and Company, L.L.P. as independent auditors
> for the fiscal year ending June 30, 2001, with a vote of 976,173 for, 27,279
> against and 1,532 abstentions.

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: February 14, 2000 | \s\Charles B. CookCharles B. Cook,  President and ChiefExecutive Officer  (Duly AuthorizedOfficer)
|Date: February 14, 2000 | \s\Elaine R. CarbaryElaine R. Carbary, Chief FinancialOfficer (Principal Financial Officer)       

|Exhibit No. | Description                                                                                                                                                                                                        
|----------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3           | Registrant's Articles of Incorporation and Bylaws, filed on February 4, 1999 as
exhibits to the Registrant's Registration Statement on Form S-8 (File No.
333-71837), are incorporated here in by reference.       
|4           | Registrant's Specimen Stock Certificate, filed on February 4, 1999 as Exhibit 4 to the
Registrant's Registration Statement on Form S-8 (File No. 333-71837), is
incorporated herein by reference.                  
|10.1        | Employment Agreement between the Bank and Charles B. Cook, filed on
September 23, 1995 as Exhibit 10.2 to Registrant's Registration Statement
on Form S-1 (File No. 33-81312), is incorporated herein by reference.
|10.2        | Registrant's Employee Stock Ownership Plan, filed on September 23,
1995 as Exhibit 10.3 to Registrant's Registration Statement on Form S-1
(File No. 33-81312), is incorporated herein by reference.               
|10.3        | Registrant's 1995 Stock Option and Incentive Plan, filed as Exhibit 10(b) to
Registrant's Report on Form 10-KSB for the fiscal year ended June 30, 1995
(File No. 0-24898), is incorporated herein by reference.   
|10.4        | Registrant's Recognition and Retention Plan, filed as Exhibit 10(c) to
Registrant's Report on Form 10-KSB for the fiscal year ended June 30, 1995
(File No. 0-24898), is incorporated herein by reference.         
|10.5        | Registrant's 1997 Stock Option and Incentive Plan, filed as Appendix A to
Registrants Schedule 14A filed on September 26, 1997 (File No. 0-24898).                                                                 
|11          | Statement re: computation of earnings per share (see Note 2 of the Notes to Condensed Consolidated Financial Statements)