|[X] | QUARTERLY REPORT UNDER SECTION 13 OR 15 (D) OF THESECURITIES EXCHANGE ACT OF 1934
|--- | ---------------------------------------------------------------------------------

|[   ] | TRANSITION REPORT UNDER SECTION 13 OR 15 (D) OF THESECURITIES EXCHANGE ACT OF 1934
|----- | ----------------------------------------------------------------------------------

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|**Maryland**(State or other jurisdiction ofincorporation or organization)                       |  | **38-3203510**(I.R.S. Employer IdentificationNumber)
|----------------------------------------------------------------------------------------------- |  | ----------------------------------------------------
|                                                                                                |  |                                                     
|**Park and Kalamazoo Avenue, N.E., Marshall, Michigan**(Address of principal executive offices) |  | **49068**(ZIP Code)                                 

|Yes | [  ] | No | [X]
|--- | ---- | -- | ---

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|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 Plan of Operation | 8 
|                                                                     |                                                           |   
|PART II.                                                             | OTHER INFORMATION                                         | 13
|                                                                     |                                                           |   
|                                                                     | SIGNATURES                                                | 14
|                                                                     |                                                           |   
|                                                                     | EXHIBIT INDEX                                             | 15

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|                                         |                                                           |                                                              | September 30,2001 | June 30,2001
|---------------------------------------- | --------------------------------------------------------- | ------------------------------------------------------------ | ----------------- | ------------
|                                         |                                                           |                                                              | (Unaudited)       |             
|**ASSETS**                               |                                                           |                                                             
|                                         | Cash and due from financial institutions                  | $1,683,838                                                   | $1,716,295       
|                                         | Interest-bearing deposits in other financial institutions | 2,526,833                                                    | 2,346,156        
|                                         |                                                           | Total cash and cash equivalents                              | 4,210,671         | 4,062,451   
|                                         |                                                           |                                                              |                   |             
|                                         | Securities held to maturity (fair value of $763 at        |                                                              |                  
|                                         |                                                           | September 30, 2001 and $1,069 at June 30, 2001)              | 763               | 1,069       
|                                         | Loans held for sale                                       | 537,032                                                      | 264,800          
|                                         | Loans receivable, net of allowance for loan losses of     |                                                              |                  
|                                         |                                                           | $593,922 at September 30, 2001 and $570,632 at June 30, 2001 | 82,172,245        | 84,653,836  
|                                         | Federal Home Loan Bank stock                              | 1,426,600                                                    | 1,426,600        
|                                         | Accrued interest receivable                               | 558,870                                                      | 555,288          
|                                         | Premises and equipment, net                               | 700,394                                                      | 746,289          
|                                         | Mortgage servicing rights                                 | 430,263                                                      | 392,389          
|                                         | Other assets                                              | 1,958,088                                                    | 1,929,627        
|                                         |                                                           | Total Assets                                                 | $91,994,926       | $94,032,349 
|                                         |                                                           |                                                              |                   |             
|**LIABILITIES AND SHAREHOLDERS' EQUITY** |                                                           |                                                             
|Liabilities                              |                                                           |                                                             
|                                         | Deposits                                                  | $54,083,361                                                  | $54,657,890      
|                                         | Federal Home Loan Bank advances                           | 20,649,863                                                   | 22,303,035       
|                                         | Advance payments by borrowers for taxes and insurance     | 536,379                                                      | 732,668          
|                                         | Accrued interest payable                                  | 160,351                                                      | 161,372          
|                                         | Accrued expenses and other liabilities                    | 1,230,288                                                    | 1,141,551        
|                                         |                                                           | Total Liabilities                                            | 76,660,242        | 78,996,516  
|                                         |                                                           |                                                              |                   |             
|Shareholders' equity                     |                                                           |                                                             
|                                         | Preferred stock, $.01 par value:  2,000,000 shares        |                                                              |                  
|                                         |                                                           | authorized; none outstanding                                 |                   |             
|                                         | Common stock, $.01 par value:  4,000,000 shares           | -                                                            | -                
|                                         |                                                           | authorized; 1,630,981 shares issued and 1,244,575 shares     |                   |             
|                                         |                                                           | outstanding at September 30, 2001 and 1,630,981 shares       |                   |             
|                                         |                                                           | issued and 1,243,575 shares outstanding at June 30, 2001     | 16,310            | 16,310      
|                                         | Additional paid-in capital                                | 9,771,547                                                    | 9,755,668        
|                                         | Retained earnings, substantially restricted               | 9,629,877                                                    | 9,370,758        
|                                         | Unearned Employee Stock Ownership Plan shares             | (130,880)                                                    | (143,724)        
|                                         | Unearned Recognition and Retention Plan shares            | (25,566)                                                     | (28,275)         
|                                         | Treasury stock, at cost - 386,406 shares at               |                                                              |                  
|                                         |                                                           | September 30, 2001 and 387,406 shares at June 30, 2001       | (3,926,604)       | (3,934,904) 
|                                         |                                                           | Total Shareholders' Equity                                   | 15,334,684        | 15,035,833  
|                                         |                                                           |                                                              |                   |             
|                                         |                                                           | Total Liabilities & Shareholders' Equity                     | $91,994,926       | $94,032,349 

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|                                                        |                                           | Three Months
|------------------------------------------------------- | ----------------------------------------- | ------------
|                                                        |                                           | 2001        
|Interest and dividend income                            |                                           |             
|                                                        | Loans receivable, including fees          | $1,748,540  
|                                                        | Securities held to maturity - taxable     | 14          
|                                                        | Other interest and dividend income        | 47,625      
|                                                        |                                           | 1,796,179   
|                                                        |                                           |             
|Interest Expense                                        |                                           |             
|                                                        | Deposits                                  | 513,517     
|                                                        | Federal Home Loan Bank advances           | 325,931     
|                                                        | Other interest expense                    | 7,609       
|                                                        |                                           | 847,057     
|                                                        |                                           |             
|**Net interest income**                                 | 949,122                                   | 954,181     
|Provision for loan losses                               | 12,000                                    | 6,000       
|                                                        |                                           |             
|**Net interest income after provision for loan losses** | 937,122                                   | 948,181     
|                                                        |                                           |             
|Noninterest income                                      |                                           |             
|                                                        | Loan servicing fees, net                  | 4,356       
|                                                        | Net gains on sales of loans held for sale | 133,679     
|                                                        | Service charges on deposit accounts       | 63,154      
|                                                        | Other income                              | 73,644      
|                                                        |                                           | 274,833     
|                                                        |                                           |             
|Noninterest expense                                     |                                           |             
|                                                        | Salaries and employee benefits            | 286,522     
|                                                        | Occupancy and equipment expense           | 69,261      
|                                                        | Data processing expense                   | 46,971      
|                                                        | Federal deposit insurance premiums        | 9,904       
|                                                        | Director fees                             | 26,610      
|                                                        | Correspondent bank charges                | 9,524       
|                                                        | Michigan Single Business tax              | 20,000      
|                                                        | Professional fees                         | 34,076      
|                                                        | Other expense                             | 136,239     
|                                                        |                                           | 639,107     
|                                                        |                                           |             
|**Income before federal income tax expense**            | 572,848                                   | 518,674     
|                                                        |                                           |             
|Federal income tax expense                              | 197,000                                   | 185,000     
|                                                        |                                           |             
|Net income                                              | $   375,848                               | $   333,674 
|                                                        |                                           |             
|Basic earnings per common share                         | $0.31                                     | $0.28       
|                                                        |                                           |             
|Weighted average common shares outstanding              | 1,208,682                                 | 1,197,325   
|                                                        |                                           |             
|Diluted earnings per common share                       | $0.30                                     | $0.28       
|                                                        |                                           |             
|Weighted average common share and dilutive              |                                           |             
|                                                        | potential common shares outstanding       | 1,238,102   

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|                                             |                                                        | CommonStock | AdditionalPaid-InCapital | RetainedEarnings | UnearnedEmployeeStockOwnershipPlan Shares | UnearnedRecognitionand RetentionPlan Shares | TreasuryStock | TotalShareholders'Equity
|-------------------------------------------- | ------------------------------------------------------ | ----------- | ------------------------ | ---------------- | ----------------------------------------- | ------------------------------------------- | ------------- | ------------------------
|                                             |                                                        |             |                          |                  |                                           |                                             |               |                         
|**Balance, June 30, 2000**                   | $16,310                                                | $9,706,788  | $8,368,824               | $(198,486)       | $(57,912)                                 | $(3,745,838)                                | $14,089,686  
|                                             |                                                        |             |                          |                  |                                           |                                             |               |                         
|Net income                                   | -                                                      | -           | 333,674                  | -                | -                                         | -                                           | 333,674      
|                                             |                                                        |             |                          |                  |                                           |                                             |               |                         
|Cash dividends declared on common stock,
net |                                                        |             |                          |                  |                                           |                                             |              
|                                             | of dividends on unearned ESOP Shares
($.09 per share)  | -           | -                        | (108,849)        | -                                         | -                                           | -             | (108,849)               
|                                             |                                                        |             |                          |                  |                                           |                                             |               |                         
|3,009 shares committed to be released        |                                                        |             |                          |                  |                                           |                                             |              
|                                             | under the ESOP                                         | -           | 12,638                   | -                | 13,690                                    | -                                           | -             | 26,328                  
|                                             |                                                        |             |                          |                  |                                           |                                             |               |                         
|Amortization of RRP shares                   | -                                                      | -           | -                        | -                | 16,810                                    | -                                           | 16,810       
|                                             |                                                        |             |                          |                  |                                           |                                             |               |                         
|Repurchase of 20,850 shares of common stock  | -                                                      | -           | -                        | -                | -                                         | (178,016)                                   | (178,016)    
|                                             |                                                        |             |                          |                  |                                           |                                             |               |                         
|**Balances, September 30, 2000**             | $16,310                                                | $9,719,426  | $8,593,649               | $(184,796)       | $(41,102)                                 | $(3,923,854)                                | $14,179,633  
|                                             |                                                        |             |                          |                  |                                           |                                             |               |                         
|                                             |                                                        |             |                          |                  |                                           |                                             |               |                         
|                                             |                                                        |             |                          |                  |                                           |                                             |               |                         
|                                             |                                                        |             |                          |                  |                                           |                                             |               |                         
|Balances, June 30, 2001                      | $16,310                                                | $9,755,668  | $9,370,758               | $(143,724)       | $(28,275)                                 | $(3,934,904)                                | $15,035,833  
|                                             |                                                        |             |                          |                  |                                           |                                             |               |                         
|Net income                                   | -                                                      | -           | 375,848                  | -                | -                                         | -                                           | 375,848      
|                                             |                                                        |             |                          |                  |                                           |                                             |               |                         
|Cash dividends declared on common stock,
net |                                                        |             |                          |                  |                                           |                                             |              
|                                             | of dividends on unearned ESOP shares
($.095 per share) | -           | -                        | (116,729)        | -                                         | -                                           | -             | (116,729)               
|                                             |                                                        |             |                          |                  |                                           |                                             |               |                         
|2,823 shares committed to be released        |                                                        |             |                          |                  |                                           |                                             |              
|                                             | under the ESOP                                         | -           | 17,079                   | -                | 12,844                                    | -                                           | -             | 29,923                  
|                                             |                                                        |             |                          |                  |                                           |                                             |               |                         
|Issuance of 1,000 common shares from         |                                                        |             |                          |                  |                                           |                                             |              
|                                             | treasury stock due to exercise of stock
options        | -           | (1,200)                  | -                | -                                         | -                                           | 8,300         | 7,100                   
|                                             |                                                        |             |                          |                  |                                           |                                             |               |                         
|Amortization of RRP shares                   | -                                                      | -           | -                        | -                | 2,709                                     | -                                           | 2,709        
|                                             |                                                        |             |                          |                  |                                           |                                             |               |                         
|**Balances, September 30, 2001**             | $16,310                                                | $9,771,547  | $9,629,877               | $(130,880)       | $(25,566)                                 | $(3,926,604)                                | $15,334,684  

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|                                                  |                                                     |                                            |                                        |                                    | 2001        | 2000     
|------------------------------------------------- | --------------------------------------------------- | ------------------------------------------ | -------------------------------------- | ---------------------------------- | ----------- | ---------
|**Cash flows from operating activities**          |                                                     |                                           
|                                                  | Net income                                          | $   375,848                                | $   333,674                           
|                                                  | Adjustments to reconcile net income                 |                                            |                                       
|                                                  |                                                     | to net cash from operating activities      |                                        |                                   
|                                                  |                                                     | Provision for loan losses                  | 12,000                                 | 6,000                             
|                                                  |                                                     | Depreciation                               | 35,448                                 | 36,045                            
|                                                  |                                                     | Amortization of mortgage servicing rights  | 33,461                                 | 15,676                            
|                                                  |                                                     | Employee Stock Ownership Plan expense      | 29,923                                 | 26,328                            
|                                                  |                                                     | Recognition and Retention Plan expense     | 2,709                                  | 16,810                            
|                                                  |                                                     | Originations of loans held for sale        | (7,477,097)                            | (2,342,004)                       
|                                                  |                                                     | Proceeds from sales of loans held for sale | 7,267,209                              | 2,460,034                         
|                                                  |                                                     | Net gains on sales of loans held for sale  | (133,679)                              | (48,149)                          
|                                                  |                                                     | Change in assets and liabilities           |                                        |                                   
|                                                  |                                                     |                                            | Accrued interest receivable            | (3,582)                            | 940        
|                                                  |                                                     |                                            | Other assets                           | (28,461)                           | 97,028     
|                                                  |                                                     |                                            | Accrued interest payable               | (1,021)                            | 16,284     
|                                                  |                                                     |                                            | Accrued expenses and other liabilities | 88,737                             | 300,149    
|                                                  |                                                     |                                            |                                        | Net cash from operating activities | 201,495     | 918,815  
|                                                  |                                                     |                                            |                                        |                                    |             |          
|**Cash flows from investing activities**          |                                                     |                                           
|                                                  | Principal paydowns on mortgage-backed securities    | 306                                        | 485                                   
|                                                  | Net change in loans                                 | 2,469,591                                  | (725,081)                             
|                                                  | Net (purchases) disposals of premises and equipment | 10,447                                     | (23,370)                              
|                                                  |                                                     |                                            |                                        | Net cash from investing activities | 2,480,344   | (747,966)
|                                                  |                                                     |                                            |                                        |                                    |             |          
|**Cash flows from financing activities**          |                                                     |                                           
|                                                  | Net change in deposits                              | (574,529)                                  | 751,410                               
|                                                  | Proceeds from Federal Home Bank advances            | -                                          | 9,500,000                             
|                                                  | Repayments on Federal Home Bank advances            | (1,653,172)                                | (9,169,518)                           
|                                                  | Net change in advance payments                      |                                            |                                       
|                                                  |                                                     | by borrowers for taxes and insurance       | (196,289)                              | (396,700)                         
|                                                  | Cash dividends paid                                 | (116,729)                                  | (108,849)                             
|                                                  | Repurchase of common stock                          | -                                          | (178,016)                             
|                                                  | Exercise of stock options                           | 7,100                                      | -                                     
|                                                  |                                                     |                                            |                                        | Net cash from financing activities | (2,533,619) | 398,327  
|                                                  |                                                     |                                            |                                        |                                    |             |          
|Net change in cash and cash equivalents           | 148,220                                             | 569,176                                   
|                                                  |                                                     |                                            |                                        |                                    |             |          
|Cash and cash equivalents at beginning of period  | 4,062,451                                           | 3,102,378                                 
|                                                  |                                                     |                                            |                                        |                                    |             |          
|**Cash and cash equivalents at end of period**    | $4,210,671                                          | $3,671,554                                
|                                                  |                                                     |                                            |                                        |                                    |             |          
|Supplemental disclosures of cash flow information |                                                     |                                           
|                                                  | Cash paid during the period for:                    |                                            |                                       
|                                                  |                                                     | Interest                                   | $848,078                               | $926,116                          
|                                                  |                                                     | Income taxes                               | 90,000                                 | 70,000                            

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|                                |                 |                                                |                                  | 2001        | 2000     
|------------------------------- | --------------- | ---------------------------------------------- | -------------------------------- | ----------- | ---------
|Basic Earnings Per Common Share |                 |                                               
|                                | Numerator       |                                                |                                 
|                                |                 | Net Income                                     | $   375,848                      | $   333,674
|                                |                 |                                                |                                  |             |          
|                                | Denominator     |                                                |                                 
|                                |                 | Weighted average common shares outstanding     | 1,244,293                        | 1,253,402  
|                                |                 | Less:  Average unallocated ESOP Shares         | (30,246)                         | (42,189)   
|                                |                 | Less:  Average nonvested RRP Shares            | (5,365)                          | (13,888)   
|                                |                 |                                                |                                  |            
|                                |                 | Weighted average common shares outstanding for |                                  |            
|                                |                 |                                                | basic earnings per common shares | 1,208,682   | 1,197,325
|                                |                 |                                                |                                  |             |          
|Basic earnings per common share | $           .31 | $           .28                               

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|                                  |                 |                                                  |                                     | 2001        | 2000     
|--------------------------------- | --------------- | ------------------------------------------------ | ----------------------------------- | ----------- | ---------
|Diluted Earnings Per Common Share |                 |                                                 
|                                  | Numerator       |                                                  |                                    
|                                  |                 | Net Income                                       | $   375,848                         | $   333,674
|                                  |                 |                                                  |                                     |             |          
|                                  | Denominator     |                                                  |                                    
|                                  |                 | Weighted average common shares outstanding       |                                     |            
|                                  |                 |                                                  | for basic earnings per common share | 1,208,682   | 1,197,325
|                                  |                 | Add:  Dilutive effects of average nonvested RRP  |                                     |            
|                                  |                 |                                                  | shares, net of tax benefits         | 1,225       | 3,111    
|                                  |                 | Add:  Dilutive effective of assumed exercises of |                                     |            
|                                  |                 |                                                  | stock options                       | 28,195      | 10,415   
|                                  |                 |                                                  |                                     |            
|                                  |                 | Weighted average common shares and dilutive      |                                     |            
|                                  |                 |                                                  | potential common shares outstanding | 1,238,102   | 1,210,851
|                                  |                 |                                                  |                                     |             |          
|Diluted earnings per common share | $           .30 | $           .28                                 

|                               |                                        |          |         | 2001 | 2000
|------------------------------ | -------------------------------------- | -------- | ------- | ---- | ----
|                               |                                        |         
|Balance at beginning of period | $570,632                               | $513,159
|                               | Provision charges to operating expense | 12,000   | 6,000  
|                               | Recoveries credit to allowance         | 11,290   | 249    
|                               | Less: Loans charged off                | -        | (2,265)
|                               |                                        |          |         |      |     
|Balance at end of period       | $593,922                               | $517,143

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|                                                       |                                        |            |        | 2001 | 2000
|------------------------------------------------------ | -------------------------------------- | ---------- | ------ | ---- | ----
|                                                       |                                        |           
|Loans originated for resale, net of principal paydowns | $7,477,097                             | $2,342,004
|Proceeds from sales of loans originated for resale     | 7,267,209                              | 2,460,034 
|Gain on sales of loans originated for resale           | 133,679                                | 48,149    
|Portion of gain resulting from costs                   |                                        |           
|                                                       | allocated to mortgage servicing rights | 71,335     | 24,119
|Loan servicing fees, net                               | 4,356                                  | 14,459    

|                                                  | September 30, 2001 | June 30, 2001
|------------------------------------------------- | ------------------ | -------------
|Mortgage loan portfolios serviced for Freddie Mac | $59,023,000        | $55,296,000  

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> the strength of the United States economy in general and the strength of the local economies in
> which we conduct 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 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 our products and services for products and services of our
> competitors;
> 
> 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 saving habits; and
> 
> our success at managing the risks involved in the foregoing.

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|                                                            |                             | September 30,2001 | June 30,2001
|----------------------------------------------------------- | --------------------------- | ----------------- | ------------
|                                                            |                             |                   |             
|Non-accrual loans                                           | $1,040,000                  | $1,048,000       
|Loans past due 90 days or more and still accruing interest  | 536,000                     | 705,000          
|                                                            |                             |                   |             
|                                                            | Total non-performing loans  | $1,576,000        | $1,753,000  
|                                                            |                             |                   |             
|Foreclosed real estate and other repossessed assets         | -                           | -                
|                                                            |                             |                   |             
|                                                            | Total non-performing assets | $1,576,000        | $1,753,000  
|                                                            |                             |                   |             
|Total non-performing loans as a percentage of total loans   | 1.82%                       | 1.94%            
|                                                            |                             |                   |             
|Total non-performing assets as a percentage of total assets | 1.71%                       | 1.86%            

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|                      |                                                  | Actual                 | For Regulatory CapitalAdequacy Purposes | To Be WellCapitalized UnderPrompt CorrectiveAction Provisions
|--------------------- | ------------------------------------------------ | ---------------------- | --------------------------------------- | -------------------------------------------------------------
|                      |                                                  | Amount                 | Ratio                                   | Amount                                                       
|                      |                                                  | (Dollars in Thousands)
|At September 30, 2001 |                                                  |                        |                                         |                                                              
|                      | Tier 1 (Core) Capital (to adjusted total assets) | $10,892                | 11.89%                                  | $3,662                                                       
|                      | Tier 1 (Core) Capital (to risk weighted assets)  | 10,892                 | 18.97                                   | 2,296                                                        
|                      | Total Capital (to risk weighted assets)          | 11,486                 | 20.01                                   | 4,592                                                        
|                      |                                                  |                        |                                         |                                                              
|At June 30, 2001      |                                                  |                        |                                         |                                                              
|                      | Tier 1 (Core) Capital (to adjusted total assets) | $10,448                | 11.13%                                  | $3,756                                                       
|                      | Tier 1 (Core) Capital (to risk weighted assets)  | 10,448                 | 17.90                                   | 2,335                                                        
|                      | Total Capital (to risk weighted assets)          | 11,019                 | 18.88                                   | 4,669                                                        

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|Item 1. | Legal Proceedings                                                                                                                                                                                                                                                                                                                                                                                                                              
|------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        | None.                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Item 2. | Changes in Securities                                                                                                                                                                                                                                                                                                                                                                                                                          
|        | None.                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Item 3. | Defaults Upon Senior Securities                                                                                                                                                                                                                                                                                                                                                                                                                
|        | None.                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Item 4. | Submission of Matters to a Vote of Security Holders                                                                                                                                                                                                                                                                                                                                                                                            
|        | None.                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Item 5. | Other Information                                                                                                                                                                                                                                                                                                                                                                                                                              
|        | On November 6, 2001 Marshall Savings Bank, F.S.B., a wholly owned subsidiary of MSB Financial, Inc., announced an agreement with TCF National Bank to purchase
the TCF branch office located in Marshall, Michigan.  The purchase includes approximately $20
million in deposits, real estate, and personal property.  This transaction is subject to approval by
banking regulators and is expected to close during the first quarter of 2002.
|Item 6. | Exhibits and Reports on Form 8-K                                                                                                                                                                                                                                                                                                                                                                                                               
|        | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                            
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                
|        | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                            
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                

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|      |                   |  | **MSB Financial, Inc.**Registrant                                                                    
|----- | ----------------- |  | -----------------------------------------------------------------------------------------------------
|Date: | November 14, 2001 |  | \s\  Charles B. Cook
Charles B. Cook, President and Chief Executive Officer
(Duly Authorized Officer)
|Date: | November 14, 2001 |  | \s\   Elaine R. Carbary
Chief Financial Officer(Principal Financial Officer)                         

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|Exhibit No. | Description                                                                                                                                                                                                        
|----------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|           
|3           | Registrant's Articles of Incorporation and Bylaws, filed on February 4, 1999 as exhibits to the
Registrant's Registration Statement on Form S-8 (File No. 333-71837), are incorporated here in
by reference.       
|           
|4           | Registrant's Specimen Stock Certificate, filed on February 4, 1999 as Exhibit 4 to the
Registrant's Registration Statement on Form S-8 (File No. 333-71837), is incorporated herein by
reference.                  
|           
|10.1        | Employment Agreement between the Bank and Charles B. Cook, filed on September 23, 1995
as Exhibit 10.2 to Registrant's Registration Statement on Form S-1 (File No. 33-81312), is
incorporated herein by reference.
|           
|10.2        | Registrant's Employee Stock Ownership Plan, filed on September 23, 1995 as Exhibit 10-3 to
Registrant's Registration Statement on Form S-1 (file No. 33-81312), is incorporated herein by
reference.               
|           
|10.3        | Registrant's 1995 Stock Option and Incentive Plan, filed as Exhibit 10(b) to Registrant's Report
on Form 10-KSB for the fiscal year ended June 30, 1995 (File No. 0-24898), is incorporated
herein by reference.   
|           
|10.4        | Registrant's Recognition and Retention Plan, filed as Exhibit 10(c) to Registrant's Report on
Form 10-KSB for the fiscal year ended June 30, 1995 (File No. 0-24898), is incorporated herein
by reference.         
|           
|10.5        | Registrant's 1997 Stock Option and Incentive Plan, filed as Appendix A to Registrants Schedule
14A filed on September 26, 1997 (File No. 0-24898), is incorporated herein by reference.                            
|           
|11          | Statement re: computation of earnings per share (see Note 2 of the Notes to Condensed
Consolidated Financial Statements)                                                                                           
|           
|99.1        | Press release dated November 6, 2001 announcing the execution of a branch purchase
agreement between Marshall Savings Bank and TCF National Bank.                                                                  

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