SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                  --------------------------------------------

                                   FORM 10-QSB

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

      For the quarterly period ended March 31, 1999

                                       OR

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


      FOR THE TRANSITION PERIOD FROM ______________ to _______________

                         Commission File Number 0-24898

                               MSB FINANCIAL, INC.
             (Exact name of registrant as specified in its charter)


         MARYLAND                                       38-3203510
------------------------------                   -----------------------
(State or other jurisdiction of                  (I.R.S. Employer
incorporation or organization                     Identification Number)

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

Registrant's telephone number, including area code:     (616) 781-5103
                                                        --------------
      Check  whether the  registrant  (1) has filed all  reports  required to be
filed by Section 13 or 15 (d) of the Securities  Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports),  and (2) has been subject to such filing requirements for
the past 90 days.


Yes [X]       No [  ]

As of May 11, 1999, there were 1,272,386 shares of the Registrant's common stock
issued and outstanding.


Transitional Small Business Disclosure Format (check one)

Yes [  ]       No [X]




<PAGE>


                               MSB FINANCIAL, INC.

                                      INDEX


PART I.     FINANCIAL INFORMATION...............................1

Item 1.     Financial Statements (Unaudited)....................1

Consolidated Condensed Statements of Financial Condition........1
Consolidated Condensed Statements of Income.....................2
Consolidated Condensed Statements of Cash Flows.................3
Notes to Consolidated Condensed Financial Statements............4

Item 2.     Management's Discussion and Analysis of Financial
             Condition and Results of Operations................5

PART II.    OTHER INFORMATION..................................10


            SIGNATURES.........................................11

            EXHIBIT INDEX......................................12



<PAGE>
            CONSOLIDATED CONDENSED STATEMENTS OF FINANCIAL CONDITION
                        March 31, 1999 and June 30, 1998
<TABLE>
<CAPTION>
                                                        March 31,          June 30,
                                                          1999               1998
                                                        ---------          --------   
                                                       (Unaudited)
<S>                                                         <C>                <C>
ASSETS
   Cash and due from financial institutions           $ 2,045,187      $  2,286,520
   Interest-bearing deposits                              766,421           994,193
                                                      -----------      ------------ 
      Total cash and cash equivalents                   2,811,608         3,280,713

   Securities held to maturity (fair value of
     $5,522 at March 31, 1999 and $8,102 at
     June 30, 1998)                                         5,522             8,102
   Loans held for sale                                  4,095,457           295,300
   Loans receivable, net of allowance for
     loan losses of $436,617 at
     March 31, 1999 and $391,148
     at June 30, 1998                                  73,007,464        73,065,017
   Federal Home Loan Bank stock                         1,270,500         1,158,200
   Accrued interest receivable                            483,710           419,847
   Premises and equipment, net                            687,910           648,878
   Mortgage servicing rights                              283,112           177,006
   Other assets                                         1,251,920           913,650
                                                      -----------      ------------ 
      Total Assets                                    $83,897,203      $ 79,966,713
                                                      ===========      ============ 

LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
   Deposits                                           $44,994,064      $ 42,815,148
   Federal Home Loan Bank Advance                      23,959,058        21,971,976
   Advance payments by borrowers for taxes
    and insurance                                         380,350           524,739
   Accrued interest payable                               112,162            93,114
   Accrued expenses and other liabilities               1,094,041         1,249,043
                                                      -----------      ------------ 
      Total Liabilities                                70,539,675        66,654,020

Shareholders' equity
   Preferred stock, $.01 par value:
    2,000,000 shares authorized;
    none outstanding
   Common stock, par value $.01:
    4,000,000 shares authorized;
    1,631,315 shares issued and 1,291,886 shares
    outstanding at March 31, 1999 and 1,631,315
    shares issued and 1,338,051 shares outstanding
    at June 30, 1998                                       16,313            16,313
   Additional paid-in capital                           9,640,521         9,533,274
   Retained earnings, substantially restricted          7,482,422         6,970,925
   Unallocated Employee Stock Ownership Plan shares      (272,232)         (318,181)
   Unearned Recognition and Retention Plan
    shares                                               (100,711)         (146,728)
   Less cost of Common Stock in Treasury-
    339,429 shares at March 31, 1999 and
    293,264 shares at June 30, 1998                    (3,408,785)       (2,742,910)
                                                      -----------      ------------ 
           Total Shareholders' Equity                  13,357,528        13,312,693
                                                      -----------      ------------ 
      Total Liabilities & Shareholders' Equity        $83,897,203      $ 79,966,713
                                                      ===========      ============ 


</TABLE>

 See accompanying notes to consolidated condensed financial statements.
                                  1

<PAGE>
<TABLE>
<CAPTION>
    CONSOLIDATED CONDENSED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
           Nine months and three months ended March 31, 1999 and 1998
                                   (Unaudited)
                                                        NINE MONTHS                    THREE MONTHS
                                                        -----------                    ------------
                                                   1999            1998            1999              1998
                                                   ----            ----            ----              ----
<S>                                               <C>                <C>            <C>               <C>
Interest and dividend income
   Loans, including fees                       $4,854,550        $4,699,597      $1,584,162       $ 1,578,860
   Securities held to maturity                        339               528              98               164
   Other interest and dividends                   162,741           160,425          58,931            57,448
                                               ----------        ----------      ----------       -----------
                                                5,017,630         4,860,550       1,643,191         1,636,472
Interest Expense
   Deposits                                     1,226,239         1,185,250         410,430           393,690
   Federal Home Loan Bank Advance               1,129,391         1,009,025         377,960           349,032
   Other interest expense                          10,589             7,490           3,401             2,726
                                               ----------        ----------      ----------       -----------  
                                                2,366,219         2,201,765         791,791           745,448
                                               ----------        ----------      ----------       -----------  

NET INTEREST INCOME                             2,651,411         2,658,785         851,400           891,024

Provision for loan losses                          54,000            55,000          18,000            15,000
                                               ----------        ----------      ----------       -----------  
NET INTEREST INCOME AFTER PROVISION
  FOR LOAN LOSSES                               2,597,411         2,603,785         833,400           876,024
Noninterest income
   Loan servicing fees                             30,685            58,417           8,875            19,646
   Gain on sales of loans                         238,030           183,518          53,920            72,219
   Service fees on deposit accounts               122,070           115,899          35,631            39,923
   Profit on sale of real estate owned             26,967            10,666
   Other                                          133,485           112,254          43,290            43,537
                                               ----------        ----------      ----------       -----------  
                                                  551,237           480,754         141,716           175,325
Noninterest expense
   Salaries and employee benefits                 778,609           758,930         251,465           259,620
   Buildings, occupancy and equipment             206,288           153,893          67,099            54,691
   Data processing                                153,530           139,905          53,117            48,546
   Year 2000 expense                               21,799                             6,432
   Federal deposit insurance premiums              39,679            39,080          13,327            13,126
   Director fees                                   90,731            88,866          29,662            26,822
   Correspondent bank charges                      42,189            44,972          15,072            16,268
   Provision (recovery) to adjust loans held
    for sale to lower of cost or market            25,765                            25,766
   Michigan Single Business tax                    51,000            52,000          15,000            17,000
   Professional fees                              124,648            71,199          25,903            16,735
   Other                                          376,635           324,353         114,817           111,140
                                               ----------        ----------      ----------       -----------  
                                                1,910,873         1,673,198         617,660           563,948
                                               ----------        ----------      ----------       -----------  
INCOME BEFORE FEDERAL INCOME
  TAX EXPENSE                                   1,237,775         1,411,341         357,456           487,401

Federal income tax expense                        438,000           501,000         123,000           176,000
                                               ----------        ----------      ----------       -----------  

NET INCOME                                        799,775           910,341         234,456           311,401

Other comprehensive income                              0                 0               0                 0
                                               ----------        ----------      ----------       -----------  

COMPREHENSIVE INCOME                           $  799,775        $  910,341      $  234,456       $   311,401
                                               ==========        ==========      ==========       ===========  

Basic earnings per share                       $     0.65        $     0.73      $     0.19       $      0.24
                                               ==========        ==========      ==========       ===========  

Weighted average common shares outstanding      1,230,269         1,246,414       1,215,780         1,271,128
                                               ==========        ==========      ==========       ===========  

Diluted earnings per share                     $     0.62        $     0.70      $     0.19       $      0.24
                                               ==========        ==========      ==========       ===========  

Weighted average common and diluted
   potential common shares outstanding          1,280,960         1,297,838       1,232,068         1,279,003
                                               ==========        ==========      ==========       ===========  

</TABLE>

 See accompanying notes to consolidated condensed financial statements.
                                  2

<PAGE>

<TABLE>
<CAPTION>


        CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS Nine months ended
                             March 31, 1999 and 1998
                                   (Unaudited)


                                                                 1999                   1998
                                                                 ----                   ----
<S>                                                              <C>                     <C>

CASH FLOWS FROM OPERATING ACTIVITIES
   Net income                                                $ 799,775               $ 910,341
   Adjustments to reconcile net income
     to net cash from operating activities
      Provision for loan losses                                 54,000                  55,000
      Provision to adjust loans held for sale
          To lower of cost or market                            25,765
      Depreciation                                             103,619                  76,099
      Amortization of mortgage servicing rights                 44,844                   9,646
      Employee Stock Ownership Plan expense                    154,343                 166,320
      Recognition and Retention Plan expense                    46,017                  46,017
      Originations of loans held for sale                  (19,028,511)            (11,998,871)
      Proceeds from sales of loans held for sale            15,179,669              11,396,305
      Net gains on sales of loans held for sale               (238,030)               (183,518)
      Change in assets and liabilities
         Accrued interest receivable                           (63,863)                (17,762)
         Other assets                                         (338,270)               (275,861)
         Accrued interest payable                               19,048                  18,344
         Other expense and other liabilities                  (155,002)                391,899
                                                            ----------              ----------   
            Net cash from operating activities              (3,396,596)                593,959

CASH FLOWS FROM INVESTING ACTIVITIES
   Principal paydowns on mortgage-backed  securities             2,580                   2,547
   Purchase of FHLB stock                                     (112,300)               (114,500)
   Net increase in loans                                       113,553              (2,638,366)
   Net purchases of premises and equipment                    (142,651)               (179,695)
                                                            ----------              ----------   

      Net cash used in investing activities                   (138,818)             (2,930,014)

CASH FLOWS FROM FINANCING ACTIVITIES
   Net increase in deposits                                  2,178,916               1,258,257
   Proceeds from Federal Home Bank advances                  8,000,000              15,500,000
   Repayments on Federal Home Bank advances                 (6,012,918)            (12,901,624)
   Decrease in advance payments
      by borrowers for taxes and insurance                    (144,389)               (119,839)
   Payment of dividends on common stock                       (288,509)               (248,810)
   Repurchase of common stock                                 (681,396)               (327,000)
   Exercise of stock options                                    14,605                  22,562
                                                            ----------              ----------   
      Net cash from financing activities                     3,066,309               3,183,546
                                                            ----------              ----------   

Net change in cash and cash equivalents                       (469,105)                847,491

Cash and cash equivalents at beginning of period             3,280,713               3,080,612
                                                            ----------              ----------   

CASH AND CASH EQUIVALENTS AT END OF PERIOD                  $2,811,608              $3,928,103
                                                            ==========              ==========   

Supplemental disclosures of cash flow
  information
  Cash paid during the period for:
      Interest                                              $2,347,172              $2,183,420
      Income taxes                                             445,000                 593,956
Supplemental disclosure of noncash 
 investing activities Transfer from loans held
   for sale to loans held to maturity                       $  110,000


</TABLE>

    See accompanying notes to consolidated condensed financial statements.
                                     3

<PAGE>


                               MSB FINANCIAL, INC.
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                        Nine months ended March 31, 1999
                                   (Unaudited)




NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The  accompanying   consolidated  condensed  financial  statements  include  the
accounts of MSB Financial, Inc. (the "Company") and its wholly-owned subsidiary,
Marshall  Savings Bank,  F.S.B.  ("Bank")  after the  elimination of significant
intercompany  transactions  and  accounts.  The  initial  capitalization  of the
Company and its acquisition of the 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 the financial  position of the Company at March
31,  1999 and the results of its  operations  and its cash flows for the periods
presented.  All such  adjustments  are  normal  and  recurring  in  nature.  The
accompanying  consolidated  condensed  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 thereto
included in the annual report of MSB Financial, Inc. for the year ended June 30,
1998. 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.

Basic and diluted earnings per share for the periods  presented in 1999 and 1998
were  computed  under an  accounting  standard  effective  in the quarter  ended
December 31, 1997.  Basic  earnings per share is based on net income  divided by
the weighted  average  number of common  shares  outstanding  during the period,
adjusted for Employee  Stock  Ownership  Plan (ESOP)  shares not  committed  for
release and Recognition and Retention Plan (RRP) shares not yet vested.  Diluted
earnings  per  share  shows the  dilutive  effect of  additional  common  shares
issuable under stock option plans.  Net income was $799,775 and $234,456 for the
nine month and three month  periods ended March 31, 1999.  The weighted  average
number of common shares  outstanding  for the nine and three month periods ended
March 31, 1999, were 1,230,269 and 1,215,780, respectively. The weighted average
of number of common and diluted potential common shares outstanding for the nine
and  three  months  ended  March  31,  1999,   were   1,280,960  and  1,232,068,
respectively.  For the nine month and three month  periods ended March 31, 1998,
respectively,  net income was $910,341 and $311,401. The weighted average number
of common  shares  outstanding  for the nine and three month periods ended March
31, 1998,  were  1,246,414 and  1,271,128,  respectively.  The weighted  average
number of common and diluted  potential  common shares  outstanding for the nine
and three month periods  ended March 31, 1998,  were  1,297,838  and  1,279,003,
respectively.

NOTE 2 - REPURCHASES OF COMMON STOCK

During the quarter ended March 31, 1999, the Company  repurchased  21,805 shares
of its  common  stock at a total  cost of  $301,651,  or $13.83  per  share,  as
compared to 6,600 shares  during the quarter  ended March 31,  1998,  at a total
cost of $102,000 or $15.45 per share.  On February 16, 1999, the Company's Board
of Directors approved a plan to repurchase of up to 5%, or 65,657 shares, of its
common stock. Under the current repurchase  program,  which expires February 16,
2000,  the Company has  repurchased  a total of 18,285 shares at a total cost of
$251,491 or $13.75 per share. As of March 31, 1999, a total of 344,476 shares of
the Company's  common stock had been  repurchased at a total cost of $3,450,669,
or $10.02 per share.




<PAGE>


Item 2.  Management's Discussion and Analysis of Financial
            CONDITION AND RESULTS OF OPERATIONS                         

     MSB Financial,  Inc. (the "Company") was incorporated under the laws of the
State of  Delaware  for the purpose of  becoming  the  savings and loan  holding
company of Marshall  Savings Bank,  F.S.B.  (the "Bank") in connection  with the
Bank's conversion from a federally  chartered mutual savings bank to a federally
chartered  stock  savings  bank (the  "Conversion").  On February  6, 1995,  the
Conversion  was completed and the Bank became a  wholly-owned  subsidiary of the
Company.  On December 8, 1998, the Company  received  shareholders  approval and
changed its state of  incorporation  from  Delaware to Maryland.  The  following
discussion compares the consolidated  financial condition of the Company and the
Bank at March 31, 1999 to June 30, 1998 and the  results of  operations  for the
three and nine month  periods  ended March 31, 1999 with the same periods  ended
March  31,  1998.  This  discussion  should  be read  in  conjunction  with  the
consolidated condensed financial statements and footnotes included herein.



FORWARD-LOOKING STATEMENTS DISCLOSURE

     When used in this Quarterly  Report of Form 10-QSB or future filings by the
Company with the  Securities  and Exchange  Commission,  in the Company's  press
releases or other public or shareholder  communications,  or in oral  statements
made with the approval of an authorized  executive officer, the words or phrases
"will likely  result",  "are expected to", "will  continue",  "is  anticipated",
"estimated",  "project",  "believe"  or  similar  expressions  are  intended  to
identify  "forward-looking   statements"  within  the  meaning  of  the  Private
Securities  Litigation Reform Act of 1995. The Company wishes to caution readers
not to place undue reliance on any such forward-looking statements,  which speak
only as of the date made, and to advise readers that various  factors  including
regional and national  economic  conditions,  year 2000 readiness of the Company
and its service  providers,  changes in levels of market interest rates,  credit
risks of lending activities, and competitive and regulatory factors could affect
the Company's financial performance and could cause the Company's actual results
for future periods to differ materially from those anticipated or projected.

     The Company does not undertake and specifically disclaims any obligation to
publicly  release  the  result  of  any  revisions  which  may  be  made  to any
forward-looking   statements  to  reflect  the   occurrence  of  anticipated  or
unanticipated events or circumstances after the date of such statements.


FINANCIAL CONDITION

     Total assets  increased $3.9 million to $83.9 million from June 30, 1998 to
March 31,  1999.  Net loans,  including  loans held for sale,  increased by $3.7
million or 5.1% for the period,  due primarily to the strong demand for mortgage
loans,  especially  residential 1-4 family  construction loans, in the Company's
market areas. This increase was primarily funded by increases of $2.2 million in
deposits and $2.0 million in Federal Home Loan Bank advances.

     Total  liabilities  increased  $3.9 million to $70.5  million from June 30,
1998 to March 31, 1999. In addition to the increases in the deposits and Federal
Home Loan Bank advances  discussed  above,  was an increase in accrued  interest
payable of $19,000. Offsetting the above increases in liabilities for the period
were  decreases  in advance  payments by  borrowers  for taxes and  insurance of
$144,000 and accrued expenses and other liabilities of $155,000.

     The repurchase of the Company's common stock, payment of dividends declared
on common  stock,  and net income  resulted in a net  increase in  shareholders'
equity of $45,000.


RESULTS OF OPERATIONS

GENERAL.  The Company's results of operations depend primarily upon the level of
net interest  income,  which is the  difference  ("spread")  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.  Results of operations  are also dependent upon the
level of the  Company's  non-interest  income,  including fee income and service
charges,  and the  level of its  non-interest  expense,  including  general  and
administrative  expenses.  The Company,  like other financial  institutions,  is
subject  to  interest  rate  risk  to  the  degree  that  its   interest-bearing
liabilities  mature or reprice at different times, or on a different basis, than
its interest-earning assets.


                                       5

<PAGE>

NET INCOME.  Net income for the three months ended March 31, 1999 was  $234,000,
24.7% lower than net income of $311,000  for same period  ended March 31,  1998.
Net income for the nine month  period ended March 31, 1999 was  $800,000,  12.1%
lower than net income of $910,000  for the same period in 1998.  Reasons for the
declines in net income are discussed in detail below.

NET INTEREST INCOME. Net interest income decreased $40,000, or 4.4%, to $851,000
for the three month period ended March 31, 1999,  as compared to the same period
ending  March 31,  1998.  For the nine month  period  ended  March 31,  1999 net
interest income decreased $7,000, or 0.3%, to $2.7 million.  The above decreases
in net interest income were attributed to increases in interest expenese for the
three and nine month  periods  ended  March 31,  1999 of $46,000  and  $164,000,
respectively,  when  compared  to the same  periods  ended March 31,  1998.  The
increases in interest  expense were  primarily a result of increases in interest
paid on Federal Home Bank advances,  due to increased advance balances.  For the
three and nine month periods ended March 31, 1999 Federal Home Loan Bank advance
interest increased $29,000 and $120,000, respectively, when compared to the same
periods ended March 31, 1998.  Increased  average  deposit  balances,  offset by
declining  rates paid on  certificates  of  deposits,  also  contributed  to the
increases  in  interest  expense  discussed  above.  Interest  paid on  deposits
increased  $27,000  and  $41,000,  respectively,  for the three  and nine  month
periods  ended March 31, 1999,  as compared to the same periods  ended March 31,
1998.

The  weighted  average  yield on the loan  portfolio  for the three month period
ended March 31, 1999  decreased 48 basis points to 8.24% from 8.72% for the same
period ended March 31, 1998.  For the nine month period ended March 31, 1999 the
weighted  average yield on the loan  portfolio was 8.52%,  compared to 8.76% for
the same  period  ended  March 31,  1998,  a decrease  of 24 basis  points.  The
decreases in weighted  average  yields for both the three and nine month periods
are  primarily the result of adjustable  rate mortgage  loans  renewing at lower
rates and increased mortgage loan refiancing to lower rates during the past nine
months. Contributing to the decrease in the weighted average yield for the three
month  period  ended  March 31, 1999 as compared to March 31, 1998 was a $34,000
decrease  in fee income due to a decrease  in loan sales  during the three month
period ended March 31, 1999.

PROVISION  FOR LOAN  LOSSES.  The  provision  for  loan  losses  is a result  of
management's periodic analysis of the adequacy of the allowance for loan losses.
The provision for loan losses increased by $3,000 to $18,000 for the three month
period  ended March 31, 1999 as compared to the three month  period  ended March
31, 1998, due to management's  continuing reassessment of losses inherent in the
loan  portfolio.  At March 31, 1999,  the  Company's  allowance  for loan losses
totaled  $437,000  or  0.57%  of  net  loans  receivable  and  67.65%  of  total
non-performing  loans. At June 30, 1998, the Company's allowance for loan losses
totaled  $391,000,  or  0.54%  of net  loans  receivable  and  62.28%  of  total
non-performing loans.

     Management establishes 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,  loan  commitments  outstanding,  delinquencies,  and other factors.
Because the  Company  has had  extremely  low loan  losses  during its  history,
management  also considers loss  experience of similar  portfolios in comparable
lending markets.  Accordingly,  the calculation of the adequacy of the allowance
for loan losses was not based directly on the level of non-performing assets.

     As of March 31, 1999, the Company's  non-performing  assets,  consisting of
nonaccrual  loans  and  accruing  loans 90 days or more  delinquent,  totaled  $
646,000, or 0.84% of total loans,  compared to $628,000, or 0.86% of total loans
as of June 30,  1998,  an increase of $18,000.  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. There was no real estate owned at March 31, 1999.

     Management  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 the Company maintains its allowance for
loan losses at a level which it  considers 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,  management's  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.

                                       6

<PAGE>

NONINTEREST  INCOME.  Noninterest income consists primarily of gains on the sale
of loans, loan servicing fees,  service fees on deposit accounts and other fees.
Noninterest  income decreased  $34,000 during the three month period ended March
31, 1999  compared to the three month period ended March 31, 1998.  For the nine
month period ended March 31, 1999, noninterest income increased $70,000 compared
the nine month period ended March 31, 1998. The decrease  during the three month
period ended March 31, 1999 was primarily due to a decrease in gains on the sale
of loans of $18,000, due to decreased sales of mortgage loans during the period.
Although  gains on the sale of loans  decreased  during the three month  period,
there was an  increase  during the nine month  period  ended  March 31,  1999 of
$55,000. The increase was primarily due to an increase in gains on sale of loans
due to increased  sales of mortgage  loans during the nine month  period.  Other
increases  during the nine month period included deposit account service fees of
$6,000 and profit on sale of real estate owned of $16,000.  Offsetting the above
mentioned  increases was a decrease in loan  servicing fee income of $28,000 for
the nine month  period  ended  March 31,  1999 as compared to the same period in
1998. This decrease is due to increased mortgage refinancing activity, which has
resulted in an increased  amortization  expense of mortgage servicing rights. No
other significant changes in the components of non-interest income.

NONINTEREST EXPENSE. Noninterest expense was $618,000 for the three month period
ended March 31,  1999  compared  to  $564,000  reported  for the same prior year
period, an increase of $54,000 or 9.5%.  Noninterest  expense for the nine month
period  ended March 31, 1999 was $1.9  million  compared to $1.7 million for the
same period in 1998, an increase of $238,000 or 14.2%.  Increases in noninterest
expense for the nine month period  included  increases in  professional  fees of
$53,000, a result of the Company's recent reincorporation from a Delaware into a
Maryland corporation,  in building,  occupancy and equipment expense of $52,000,
due to increased depreciation expense for software,  teller operating system and
equipment  upgrades,  and data processing  expense of $14,000.  The Company also
recorded  the  following  expenses  during the nine month period ended March 31,
1999, of $22,000  associated with the Year 2000 issue and a $26,000 provision to
adjust loans held for sale to the lower of cost or market. The largest component
on noninterest  expense,  salaries and employee  benefits,  decreased $8,000 and
increased  $20,000  for the three month and nine month  periods  ended March 31,
1999, respectively, compared to the same periods during 1998.

FEDERAL  INCOME TAX EXPENSE.  Federal income tax expense  decreased  $53,000 and
$63,000 for the three and nine month  periods  ended March 31, 1999  compared to
the same  periods  in 1998 due to the  decrease  in net  income.  The  Company's
effective tax rate remains at approximately 34%.


LIQUIDITY AND CAPITAL RESOURCES

     The  Company's  principal  sources  of funds are  deposits,  principal  and
interest  repayments  on loans,  sales of loans,  interest-bearing  deposits and
securities  available for sale.  While  scheduled  loan  repayments and maturing
investments are relatively predictable, deposit flows and early loan prepayments
are  more  influenced  by  interest  rates,   general  economic  conditions  and
competition.

     Federal  regulations  require the Bank to maintain minimum levels of liquid
assets. The required percentage has varied from time to time based upon economic
conditions  and savings  flows,  percentage 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.  The Bank has maintained its liquidity  ratio at levels in excess of
those required. At March 31, 1999, the Bank's liquidity ratio was 8.53%.

     The  Company  uses its  liquidity  resources  principally  to meet  ongoing
commitments,  to fund maturing  certificates of deposit and deposit  withdrawals
and to meet  operating  expenses.  The  Company  anticipates  that it will  have
sufficient funds available to meet current loan commitments.  At March 31, 1999,
the Company had outstanding  commitments to extend credit which amounted to $8.1
million  (including  $3.8 million in available home equity lines of credit).  At
March 31, 1999,  the Company had $24.0 million in advances from the Federal Home
Loan Bank of Indianapolis outstanding.  Management believes that loan repayments
and other sources of funds,  including Federal Home Loan Bank advances,  will be
adequate to meet the Company's foreseeable liquidity needs.

     Federal  insured  savings  institutions  are required to maintain a minimum
level of regulatory  capital.  The Office of Thrift  Supervision has established
capital standards,  including a tangible capital  requirement,  a leverage ratio
(or core capital) requirement and a risk-based capital requirement applicable to
such savings  associations.  As of March 31, 1999, the Bank had tangible capital
and Tier 1 (core) capital of $10.3  million,  or

                                       7


<PAGE>


12.3% or adjusted total assets,  which was  approximately  $9.1 million and $7.8
million above the minimum  requirements of 1.5% and 3.0%,  respectively,  of the
adjusted total assets in effect on that date. As of March 31, 1999, the Bank had
Tier 1 (core) capital of $10.3 million, or 12.1% of average total assets,  which
was approximately $6.9 million above the minimum  requirement of 4.0% of average
total assets in effect on that date. On March 31, 1999,  the Bank had risk-based
capital of $10.7 million (including $10.3 million in core capital),  or 20.8% of
risk-weighted  assets of $51.5  million.  This amount was $6.6 million above the
8.0% requirement in effect on that date.


YEAR 2000 ISSUE

     The approach of the year 2000  presents  potential  problems to  businesses
that utilize computers in their daily operations.  Some computer systems may not
be able to properly  interpret  dates after  December  31, 1999 because they use
only two digits to indicate the year in the date.  Therefore,  a date using "00"
as the year may be  recognized  as the year 1900 rather than the year 2000.  See
"Forward-Looking Statements Disclosure".

     Financial  institution  regulators recently have increased their focus upon
year  2000   compliance   issues  and  have  issued   guidance   concerning  the
responsibilities  of senior  management  and  directors.  The Federal  Financial
Institutions  Examination Council has issued several  interagency  statements on
Year 2000 Project  Management  Awareness.  These  statements  require  financial
institutions  to,  among  other  things,  examine  the year 2000  issue on their
customers, suppliers and borrowers. These statements also require each federally
insured regulated financial institution to survey its exposure, measure its risk
and  prepare a plan to address  the year 2000 issue.  In  addition,  the federal
banking regulators have issued safety and soundness guidelines to be followed by
insured depository  institutions,  such as the Bank, to assure resolution of any
year 2000 problems.  The federal  banking  agencies have asserted that year 2000
testing and  certification  is a key safety and soundness  issue in  conjunction
with  regulatory  exams  and,  thus,  that an  institution's  failure to address
appropriately the year 2000 issue could result in supervisory action,  including
the  reduction  of  the  institution's   supervisory   ratings,  the  denial  of
applications for approval of mergers or acquisitions, or the imposition of civil
money penalties.

     The Company has formed a Year 2000 Committee (the  "Committee")  to address
the  potential  problems  associated  with the year  2000  computer  issue.  The
Committee, consisting of directors, officers and employees of the Company, meets
on a regular  basis  and  provides  regular  reports  to the Board of  Directors
detailing progress with the year 2000 issue.

     The Company's  primary  computer  processing is provided by an  independent
third party data center,  and through this data center the Company migrated to a
new year 2000  compliant  teller/bank  operation  platform in November  1998. To
ensure the  readiness of this system,  the Company  performed  testing of actual
customer data on a separate  system  during March 1999. No year 2000  processing
problems were detected  during this testing.  As of March 31, 1999, all in-house
computer  systems  have been  inspected  and their  risk of a year 2000  failure
identified. Also, all Company software is being evaluated through vendor ensured
readiness statements and testing by the Committee.  The Company does not use any
custom-programmed  software. Another area under review are systems which utilize
embedded  microchips  (such  as in  heating,  ventilation  and air  conditioning
systems,  security and other  related  systems).  Venders for these systems have
been contacted and have indicated year 2000 risks to be minimal.

     With an issue as complex as the year 2000, the Company  believes  education
of employees, customers and community members is vital to a better understanding
of what real  dangers are posed by the arrival of the year 2000.  Education  has
been provided through in-house training  sessions,  literature to customers,  as
well as  seminars  offered to the  community.  Additional  information  has been
provided  through the  Company's  internet  site in the form of links to various
year 2000 information sites.

     Costs to the  Company  related to the year 2000 issue are  estimated  to be
between $50,000 and $60,000.  To date the following year 2000 expenses have been
identified at approximately $40,000 for testing of the data center equipment and
programs,  $3,000 for  equipment  upgrades and $3,000 for employee and community
education.  It is impossible to predict the exact expenses  associated  with the
year 2000 issue and additional  funds may be needed for unknown expenses related
to year 2000 testing,  training,  and education,  as well as system and software
replacements.

                                       8

<PAGE>

     As with any organization that depends on technology,  particularly computer
systems and software,  a year 2000 related failure poses a significant threat to
continued  business  operations.  While the Company is doing  everything  in its
power to ensure year 2000 readiness,  we recognize that the success of our third
party  providers is vital to our success.  Of primary  concern are local utility
and telecommunication companies. These, in addition to our third parties such as
our data center,  electronic  banking service providers and financial  partners,
have been contacted and we are monitoring  their progress towards their own year
2000  readiness.  Another  potential  risk to the Company  includes  lending and
deposit  relationships.  The Committee is currently  evaluating these two groups
and  assessing  any  potential  risks,  as well as  establishing  any  necessary
corrective procedures. There can be no assurance that the systems of these third
parties will be converted on a timely basis,  which could have material  adverse
affect on our business, financial condition and results of operations.

     The  Committee is currently in the process of  establishing  a  contingency
plan to address  potential year 2000 problems.  Despite  careful  planing by the
Companyrporation,  we recognize  there may be  circumstances  beyond our control
that may prohibit us from operating "as usual" after December 31, 1999.



                                       9
<PAGE>



                           PART II. OTHER INFORMATION

Item 1.           LEGAL PROCEEDINGS

                  None.

Item 2.           CHANGES IN SECURITIES

                  None.

Item 3.           DEFAULTS UPON SENIOR SECURITIES

                  None.

Item 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

                  None.

Item 5.           OTHER INFORMATION

                  None.

Item 6.           EXHIBITS AND REPORTS ON FORM 8-K

                  (a) Exhibits

                         See Exhibit Index.

                  (b) Reports on Form 8-K

                         None.




                                       10
<PAGE>





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

                                   SIGNATURES

                                         MSB FINANCIAL, INC.
                                         Registrant


Date: May 17, 1999                       \s\Charles B. Cook                 
                                         ------------------------------------
                                         Charles B. Cook,  President and
                                          Chief Executive Officer
                                          (Duly Authorized Officer)

Date: May 17, 1999                       \s\Elaine R. Carbary
                                         ------------------------------------
                                         Elaine R. Carbary, Chief Financial
                                          Officer (Principal Financial Officer)






                                       11
<PAGE>




                               MSB FINANCIAL, INC.

                                  EXHIBIT INDEX

EXHIBIT NO.    DESCRIPTION

   3           Registrant's  Articles of  Incorporation  and  Bylaws,  filed on
               February 4, 1999 as  exhibits  to the  Registrant's  Registration
               Statement on Form S-8 (File No. 333-71837), are incorporated here
               in by reference.

   4           Registrant's  Specimen Stock  Certificate,  filed on February 4,
               1999 as Exhibit 4 to the Registrant's  Registration  Statement on
               Form  S-8  (File  No.  333-71837),   is  incorporated  herein  by
               reference.

   10.1        Employment Agreement between the Bank and Charles B. Cook, filed
               on  September  23,  1995  as    Exhibit  10.2   to   Registrant's
               Registration  Statement  on  Form  S-1  (File No.  33-81312),  is
               incorporated herein by reference.

   10.2        Registrant's   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.

   10.3        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.

   11          Statement  re:  computation  of earnings per share (see Note 1 of
               the Notes to Consolidated Financial Statements)

   27          Financial Data Schedule (electronic filing only)






                                       12