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

                                  FORM 10-QSB/A

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

        For the quarterly period ended December 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 Identification
incorporation or organization                     Number)

PARK AND KALAMAZOO AVENUE, N.E., MARSHALL, MICHIGAN                49068
---------------------------------------------------              ----------
(Address of principal executive offices)                         (ZIP Code)

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

        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 February 5, 2000, there were 1,266,143  shares of the Registrant's  common
stock issued and outstanding.

Transitional Small Business Disclosure Format (check one)

Yes [  ]       No [X]
<PAGE>



The Registrant is filing this  amendment to its quarterly  report on Form 10-QSB
for the quarter  ended  December 31,  1999,  in order to correct the amounts set
forth  under the  "Provision  to adjust  loans held for sale to lower of cost or
market" in the  Consolidated  Condensed  Statements of Income and  Comprehensive
Income for the six months and three months  ended  December  1999 and 1998.  The
entry  $27,348 was  inadvertently  inserted in the six months  ended 1998 column
instead of the three months ended 1999.

<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
    and Comprehensive 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.........................  6

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

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

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


<PAGE>



<TABLE>
<CAPTION>
                 CONSOLIDATED CONDENSED STATEMENTS OF FINANCIAL
                  CONDITION December 31, 1999 and June 30, 1999

------------------------------------------------------------------------------------------------

                                                                     December 31,      June 30,
                                                                         1999            1999
                                                                         ----            ----
                                                                     (Unaudited)
<S>                                                                 <C>             <C>
ASSETS
    Cash and due from financial institutions                        $  2,009,696    $  1,896,722
    Interest-bearing deposits                                            409,965         715,536
                                                                    ------------    ------------
        Total cash and cash equivalents                                2,419,661       2,612,258

    Securities held to maturity (fair value of $3,610 at
      December 31, 1999 and $4,866 at June 30, 1999)                       3,610           4,866
    Loans held for sale, net of unrealized losses of
      $135,788 at December 31, 1999 and $97,942 at June 30, 1999       2,812,443       3,158,577
    Loans receivable, net of allowance for loan losses of
      $490,014 at December 31, 1999 and $452,308 at June 30, 1999     79,564,665      74,716,028
    Federal Home Loan Bank stock                                       1,422,900       1,270,500
    Accrued interest receivable                                          469,496         455,481
    Premises and equipment, net                                          614,538         684,068
    Mortgage servicing rights                                            309,557         306,910
    Other assets                                                       1,403,981       1,247,474
                                                                    ------------    ------------

        Total Assets                                                $ 89,020,851    $ 84,456,162
                                                                    ============    ============

LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
    Deposits                                                        $ 46,308,321    $ 45,836,977
    Federal Home Loan Bank Advance                                    28,257,909      23,864,235
    Advance payments by borrowers for taxes and insurance                121,801         608,515
    Accrued interest payable                                             126,429         104,361
    Accrued expenses and other liabilities                               640,386         860,598
                                                                    ------------    ------------
             Total Liabilities                                        75,454,846      71,274,686

Shareholders' equity
    Preferred stock, $.01 par value: 2,000,000 shares
      authorized; none outstanding
    Common stock, par value $.01: 4,000,000 shares
      authorized;  1,631,615 shares issued and 1,266,143 shares
      outstanding at December 31, 1999 and 1,631,315 shares
      issued and 1,261,586 shares outstanding at June 30, 1999            16,313          16,313
    Additional paid-in capital                                         9,698,318       9,655,006
    Retained earnings, substantially restricted                        7,918,533       7,623,538
    Unallocated Employee Stock Ownership Plan shares                    (227,566)       (256,668)
        Unearned Recognition and Retention Plan shares                   (93,755)        (85,372)
    Less cost of Common Stock in Treasury- 365,156 shares at
      December 31, 1999 and 369,729 shares at June 30, 1999           (3,745,838)     (3,771,341)
                                                                    ------------    ------------
             Total Shareholders' Equity                               13,566,005      13,181,476
                                                                    ------------    ------------

        Total Liabilities & Shareholders' Equity                    $ 89,020,851    $ 84,456,162
                                                                    ============    ============

-------------------------------------------------------------------------------------------------
</TABLE>
     See accompanying notes to consolidated condensed financial statements.

                                       1
<PAGE>

<TABLE>
<CAPTION>
      CONSOLIDATED CONDENSED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
            Six months and three months ended December 1999 and 1998
                                   (Unaudited)
-------------------------------------------------------------------------------------------------

                                                       Six Months               Three Months
                                                       ----------               ------------
                                                   1999         1998         1999         1998
                                                   ----         ----         ----         ----
<S>                                             <C>          <C>          <C>          <C>
Interest and dividend income
    Loans, including fees                       $3,298,373   $3,270,388   $1,676,854   $1,646,429
    Securities held to maturity                        140          241           65          115
    Other interest and dividends                    81,462      103,810       44,643       54,292
                                                ----------   ----------   ----------   ----------
                                                 3,379,975    3,374,439    1,721,562    1,700,836
Interest Expense
    Deposits                                       820,870      815,809      411,992      412,868
    Federal Home Loan Bank Advance                 811,482      751,431      425,484      388,048
    Other interest expense                           8,219        7,188        4,227        3,753
                                                ----------   ----------   ----------   ----------
                                                 1,640,571    1,574,428      841,703      804,669
                                                ----------   ----------   ----------   ----------

NET INTEREST INCOME                              1,739,404    1,800,011      879,859      896,167

Provision for loan losses                           36,000       36,000       18,000       18,000
                                                ----------   ----------   ----------   ----------

NET INTEREST INCOME AFTER PROVISION
  FOR LOAN LOSSES                                1,703,404    1,764,011      861,859      878,167

Noninterest income
    Loan servicing fees, net                        33,620       21,810       17,594        2,044
    Net gains on sales of loans held for sale       49,578      184,110       18,628      107,193
    Service fees on deposit accounts                90,862       86,439       45,628       42,878
    Profit on sale of real estate owned              2,761       26,967        2,083       26,967
    Other                                          102,989       90,195       48,848       46,033
                                                ----------   ----------   ----------   ----------
                                                   279,810      409,521      132,781      225,115
Noninterest expense
    Salaries and employee benefits                 517,403      527,144      255,442      264,620
    Buildings, occupancy and equipment             133,235      139,189       66,503       71,005
    Data processing                                 70,553      100,413       50,793       52,710
    Year 2000 expense                               13,275       15,367        5,788        6,790
    Federal deposit insurance premiums              26,653       26,352       13,326       13,041
    Director fees                                   63,219       61,069       31,797       31,572
    Correspondent bank charges                      18,718       27,117        9,592       12,982
    Provision to adjust loans held for sale
        to lower of cost or market                  37,847                    27,348
    Michigan Single Business tax                    30,000       36,000       14,000       19,000
    Professional fees                               60,505       98,745       36,006       54,355
    Other                                          243,167      261,817      132,687      140,710
                                                ----------   ----------   ----------   ----------
                                                 1,214,575    1,293,213      643,282      666,785
                                                ----------   ----------   ----------   ----------
INCOME BEFORE FEDERAL INCOME
  TAX EXPENSE                                      768,639      880,319      351,358      436,497

Federal income tax expense                         271,000      315,000      127,000      156,000
                                                ----------   ----------   ----------   ----------

NET INCOME                                         497,639      565,319      224,358      280,497

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

COMPREHENSIVE INCOME                            $  497,639   $  565,319   $  224,358   $  280,497
                                                ==========   ==========   ==========   ==========

Basic earnings per share                        $     0.42   $     0.46   $     0.19   $     0.23
                                                ==========   ==========   ==========   ==========

Weighted average common shares outstanding       1,189,005    1,241,493    1,193,090    1,237,234
                                                ==========   ==========   ==========   ==========

Diluted earnings per share                      $     0.41   $     0.44   $     0.19   $     0.22
                                                ==========   ==========   ==========   ==========

Weighted average common and diluted
   potential common shares outstanding           1,212,515    1,295,499    1,206,065    1,288,775
                                                ==========   ==========   ==========   ==========

-------------------------------------------------------------------------------------------------
</TABLE>

     See accompanying notes to consolidated condensed financial statements.

                                       2
<PAGE>


<TABLE>
<CAPTION>
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                   Six months ended December 31, 1999 and 1998
                                   (Unaudited)

-----------------------------------------------------------------------------------------------

                                                                        1999           1998
                                                                        ----           ----
<S>                                                               <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
    Net income                                                    $    497,639    $    565,319
    Adjustments to reconcile net income
      to net cash from operating activities
        Provision for loan losses                                       36,000          36,000
        Provision to adjust loans held for sale
            to lower of cost or market                                  37,847
        Depreciation                                                    77,153          69,077
        Amortization of mortgage servicing rights                       26,441          24,197
        Employee Stock Ownership Plan expense                           72,488         112,200
        Recognition and Retention Plan expense                          32,367          30,678
        Originations of loans held for sale                         (2,591,713)    (14,030,959)
        Proceeds from sales of loans held for sale                   2,920,578      11,508,431
        Net gains on sales of loans held for sale                      (49,666)       (184,138)
        Change in assets and liabilities
           Accrued interest receivable                                 (14,015)         (3,029)
           Other assets                                               (156,507)        (33,643)
           Accrued interest payable                                     22,068          13,751
           Other expense and other liabilities                        (220,212)       (455,371)
                                                                  ------------    ------------
               Net cash from operating activities                      690,468      (2,347,487)

CASH FLOWS FROM INVESTING ACTIVITIES
    Principal paydowns on mortgage-backed  securities                    1,256           1,643
    Purchase of Federal Home Loan Bank stock                          (152,400)       (112,300)
    Net increase in loans                                           (4,884,637)     (1,301,371)
    Net purchases of premises and equipment                             (7,623)        (82,903)
                                                                  ------------    ------------
        Net cash used in investing activities                       (5,043,404)     (1,494,931)

CASH FLOWS FROM FINANCING ACTIVITIES
    Net increase in deposits                                           471,344       1,748,072
    Proceeds from Federal Home Bank advances                        11,900,000       6,000,000
    Repayments on Federal Home Bank advances                        (7,506,326)     (2,808,697)
    Decrease in advance payments
        by borrowers for taxes and insurance                          (486,714)       (343,451)
    Payment of dividends on common stock                              (202,643)       (188,629)
    Repurchase of common stock                                         (60,428)       (379,745)
    Exercise of stock options                                           45,106
                                                                  ------------    ------------
        Net cash from financing activities                           4,160,339       4,027,550
                                                                  ------------    ------------

Net change in cash and cash equivalents                               (192,597)        185,132

Cash and cash equivalents at beginning of period                     2,612,258       3,280,713
                                                                  ------------    ------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                        $  2,419,661    $  3,465,845
                                                                  ============    ============

Supplemental  disclosures of cash flow  information
  Cash paid during the period for:
        Interest                                                  $  1,618,503    $  1,560,677
        Income taxes                                                   275,000         345,000
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
                        Six months ended December 31,1999
                                   (Unaudited)

--------------------------------------------------------------------------------

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

These  interim  financial   statements  are  prepared  in  accordance  with  the
Securities and Exchange  Commission's rules for quarterly financial  information
without audit and reflect all  adjustments  which, in the opinion of management,
are necessary to present fairly our financial  position at December 31, 1999 and
the results of 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  included in the annual
report of MSB  Financial,  Inc. for the year ended June 30, 1999. 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.


NOTE 2 - EARNINGS PER COMMON AND COMMON EQUIVALENT SHARE

A reconciliation  of the numerators and denominators  used in the computation of
the basic  earnings  per common  share and diluted  earnings per common share is
presented  below for the six and three month periods ended December 31, 1999 and
1998:

<TABLE>
<CAPTION>
                                                      Six Months                  Three Months
                                                      ----------                  ------------
                                                 1999           1998           1999           1998
                                                 ----           ----           ----           ----
<S>                                         <C>            <C>            <C>            <C>
Basic Earnings Per Common Share
  Numerator
    Net Income                              $   497,639    $   565,319    $   224,358    $   280,497
                                            ===========    ===========    ===========    ===========



  Denominator
    Weighted average common shares
      outstanding                             1,260,999      1,328,453      1,262,414      1,321,281
    Less: Average unallocated ESOP Shares       (53,283)       (60,170)       (51,684)       (58,330)
    Less: Average nonvested RRP Shares          (18,711)       (26,790)       (17,640)       (25,717)
                                            -----------    -----------    -----------    -----------

    Weighted average common shares
      outstanding for basic earnings per
      common shares                           1,189,005      1,241,493      1,193,090      1,237,234
                                            ===========    ===========    ===========    ===========

Basic earnings per common share             $      0.42    $      0.46    $      0.19    $      0.23
                                            ===========    ===========    ===========    ===========

</TABLE>

--------------------------------------------------------------------------------

                                       5


<PAGE>


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

--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

<S>                                         <C>            <C>            <C>            <C>
Diluted Earnings Per Common Share
  Numerator
    Net Income                              $   497,639    $   565,319    $   224,358    $   280,497
                                            ===========    ===========    ===========    ===========

  Denominator
    Weighted average common shares
      outstanding for basic earings per
      common share                            1,189,005      1,241,493      1,193,090      1,237,234
    Add: Dilutive effects of average
      nonvested RRP shares, net of
      tax benefits                                2,830          8,942              0          8,270
    Add: Dilutive effective of assumed
      exercises of stock options                 20,680         45,064         12,975         43,271
                                            -----------    -----------    -----------    -----------

    Weighted average common shares
      and dilutive potential common
      shares outstanding                      1,212,515      1,295,499      1,206,065      1,288,775
                                            ===========    ===========    ===========    ===========


  Diluted earnings per common share         $      0.41    $      0.44    $      0.19    $      0.22
                                            ===========    ===========    ===========    ===========
</TABLE>

Stock  options for 81,508 of common stock for both the three month and six month
periods ending  December 31, 1999 and stock options for 67, 848 shares of common
stock for both the three and six months periods ending  December 31, 1998,  were
not considered in computing diluted earnings per common shares because they were
antidilutive.


NOTE 3 - REPURCHASES OF COMMON STOCK

During the quarter ended  December 31, 1999,  there were no  repurchases  of our
common stock, as compared to 21,120 shares  repurchased during the quarter ended
December 31, 1998, at a total cost of $305,020 or $14.44 per share.  On February
16, 1999,  the Board of  Directors  approved a plan to  repurchase  up to 5%, or
65,657 shares, of our common stock. Under the current repurchase program,  which
expires  February 16, 2000,  we have  repurchased  a total of 54,365 shares at a
total cost of $674,474 or $12.41 per share.  As of December 31, 1999, a total of
380,556  shares  of  common  stock  had  been  repurchased  at a  total  cost of
$3,873,642, or $10.18 per share.



--------------------------------------------------------------------------------

                                       6
<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
               CONDITION AND RESULTS OF OPERATIONS

        MSB  Financial,  Inc. was formed as a Delaware  corporation in September
1994 to act as the holding company for Marshall  Savings Bank,  F.S.B.  upon the
completion of Marshall  Savings'  conversion  from the mutual to the stock form.
MSB Financial received approval from the Office of Thrift Supervision to acquire
all of the common stock of Marshall Savings to be outstanding upon completion of
the conversion. The conversion was completed on February 6, 1995. On December 8,
1998,  shareholders  approved a proposal to reincorporate MSB Financial from the
State of Delaware to the State of Maryland.  The following  discussion  compares
the  consolidated  financial  condition of MSB Financial and Marshall Savings at
December 31, 1999 to June 30, 1999 and the results of operations  for the period
ended  December  31, 1999 with the same period ended  December  31,  1998.  This
discussion  should  be read  in  conjunction  with  the  consolidated  condensed
financial statements and footnotes included herein. References in this 10-QSB to
"we",  "us" and "our"  refer to MSB  Financial  and/or  Marshall  Savings as the
contex requires.


FORWARD-LOOKING STATEMENTS DISCLOSURE

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

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

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

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

                                       7
<PAGE>


FINANCIAL CONDITION

        Total assets  increased $4.6 million to $89.0 million from June 30, 1999
to December 31, 1999.  Net loans,  including  loans held for sale,  increased by
$4.5  million or 5.8% for the period,  due  primarily  to the strong  demand for
mortgage loans,  especially  residential 1-4 family  construction  loans, in our
market areas.  This increase was primarily funded by an increase of $4.4 million
in Federal Home Loan Bank advances.

        Total liabilities  increased $4.2 million to $75.5 million from June 30,
1999 to December 31, 1999. This increase primarily resulted from the increase in
Federal Home Loan Bank advances  discussed above. We also experienced  increases
in deposits of $471,000 and in accrued interest  payable of $22,000.  Offsetting
the above  increases  in  liabilities  for the period were  decreases in accrued
expenses and other liabilities of $220,000 and advance payments by borrowers for
taxes and insurance of $487,000.  The decrease in advance  payments by borrowers
for taxes and  insurance  was primarily due to property tax bills due during the
month of December.

        Net  income,  offset by the  payment of  dividends  on common  stock and
repurchases  of our common  stock  resulted in a net  increase in  shareholders'
equity of $385,000.


RESULTS OF OPERATIONS

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

NET  INCOME.  Net  income  for the three  months  ended  December  31,  1999 was
$224,000, 20.0% lower than net income of $280,000 for same period ended December
31,  1998.  Net income for the six month  period  ended  December  31,  1999 was
$498,000,  12.0% lower than net income of $565,000  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 $16,000, or 1.8%, to $880,000
for the three month  period ended  December  31,  1999,  as compared to the same
three month period in 1998.  For the six month  period ended  December 31, 1999,
net interest  income  decreased  $61,000,  or 3.4%, to $1.7  million.  The above
decreases  in net  interest  income were  attributed  to  increases  in interest
expense for the three and six month periods  ended  December 31, 1999 of $37,000
and $66,000, respectively,  when compared to the same periods ended December 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 six month  periods  ended  December 31, 1999 Federal Home Loan
Bank advance interest increased $37,000 and $60,000, respectively, when compared
to the same periods ended December 31, 1998.

        Contributing to the decrease in net interest income  mentioned above was
a decrease in the weighted  average  yield on the loan  portfolio  for the three
month period ended  December 31, 1999 of 55 basis points to 8.04% from 8.59% for
the same period ended December 31, 1998. For the six month period ended December
31, 1999 the weighted average yield on the loan portfolio was 8.10%, compared to
8.65% for the same  period  ended  December  31,  1998,  a decrease  of 55 basis
points.  The  decreases  in weighted  average  yields for both the three and six
month  periods were  primarily  the result of  adjustable  rate  mortgage  loans
renewing at lower rates.  The recent  increase in mortgage rates will not affect
our adjustable rate mortgage loan portfolio until renewals scheduled for January
2000. Also  contributing  to the decrease in the weighted  average yield for the
three and six month periods ended  December 31, 1999 as compared to December 31,
1998 were decreases of $63,000 and $92,000, respectively, in loan fee income due
to a decrease  in loan sales and loan  originations  during  the  periods  ended
December 31, 1999.

PROVISION  FOR LOAN  LOSSES.  The  provision  for loan losses is a result of our
periodic  analysis  of the  adequacy  of the  allowance  for  loan  losses.  The
provision  for loan losses  remained at $18,000 for the three month period ended
December 31, 1999 as compared to the three month period ended December 31, 1998,
due to our continuing  reassessment of losses inherent in the loan portfolio. At
December 31, 1999,  the allowance for loan losses  totaled  $490,000 or 0.59% of
net loans receivable and 138% of total  non-performing  loans. At June 30, 1999,
our allowance for loan losses totaled $452,000, or 0.58% of net loans receivable
and 116% of total non-performing loans.

                                       8
<PAGE>



        We  establishe 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  we have had  extremely  low loan  losses  during our  history,  we also
consider 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 our level of non-performing assets.

        As of December 31, 1999, the Company's non-performing assets, consisting
of  nonaccrual  loans and  accruing  loans 90 days or more  delinquent,  totaled
$355,000, or 0.43% of total loans, compared to $390,000, or 0.52% of total loans
as of June 30, 1999, a decrease of $35,000. 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 December 31, 1999.

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

NONINTEREST  INCOME.  Noninterest income consists primarily of gains on the sale
of loans, loan servicing fees,  service fees on deposit accounts and other fees.
Noninterest  income  decreased  $92,000  during  the three  month  period  ended
December 31, 1999  compared to the three month  period ended  December 31, 1998.
For the six month period ended December 31, 1999,  noninterest  income decreased
$130,000  compared the six month period  ended  December 31, 1998.  The decrease
during the three and six month  periods ended  December 31, 1999 were  primarily
due to a  decrease  in  gains on the sale of  loans  of  $89,000  and  $135,000,
respectively, due to decreased sales of mortgage loans during these periods. The
sale of mortgage loans deceased during the three and six month periods due to an
increase  in  mortgage  rates  which  resulted  in a lower  demand  for  one- to
four-family  fixes rate mortgage loan products,  which is the only mortgage loan
product  currently  sold.  There was also a decrease during the six month period
ending  December  31, 1999 in profit on the sale of real estate owned of $24,000
as compared to the same period in 1998. Offsetting the above mentioned decreases
were  increases in loan servicing  fees of $12,000 and deposit  account  service
fees of $4,000.

NONINTEREST EXPENSE. Noninterest expense was $643,000 for the three month period
ended  December 31, 1999  compared to $667,000  reported for the same prior year
period,  a decrease  of $24,000 or 3.6%.  Noninterest  expense for the six month
period ended December 31, 1999 was $1.2 million compared to $1.3 million for the
same period in 1998,  a decrease of $79,000 or 6.1%.  Decreases  in  noninterest
expense for the six month period ended  December 31, 1999 included  decreases in
data processing  expense of $30,000,  due to a prior period rebate from our data
processor, in professional fees of $38,000, a result of our reincorporation from
a  Delaware  into a Maryland  corporation  during  the 1998  period,  and in our
correspondent  bank  charges of $8,000.  The largest  component  on  noninterest
expense,  salaries and employee  benefits,  decreased $9,000 and $10,000 for the
three  month  and six month  periods  ended  December  31,  1999,  respectively,
compared to the same  periods  during  1998.  The above  mentioned  decreases in
noninterest  expense  were offset by a provision of $38,000 to adjust loans held
for sale to the  lower of cost or  market  during  the six  month  period  ended
December 31, 1999.

FEDERAL  INCOME TAX EXPENSE.  Federal income tax expense  decreased  $29,000 and
$44,000 for the three and six month periods ended  December 31, 1999 compared to
the same  periods in 1998 due to the  decrease  in net income.  MSB  Financial's
effective tax rate remains at approximately 34%.


LIQUIDITY AND CAPITAL RESOURCES

        Our  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.

                                       9
<PAGE>



        Federal  regulations require Marshall Savings to maintain minimum levels
of liquid  assets.  The required  percentage  has varied from time to time based
upon economic  conditions and savings  flows.  The 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.  Marshall  Savings  has  maintained  its
liquidity ratio at levels in excess of those required. At December 31, 1999, the
Bank's liquidity ratio was 4.26%.

        We use our liquidity resources  principally to meet ongoing commitments,
to fund maturing  certificates  of deposit and deposit  withdrawals  and to meet
operating expenses.  We anticipate that there will be sufficient funds available
to meet current loan  commitments.  At December  31,  1999,  we had  outstanding
commitments to extend credit,  which  amounted to $5.3 million  (including  $3.9
million in available home equity lines of credit).  At December 31, 1999,  there
was $28.3  million in advances  from the Federal Home Loan Bank of  Indianapolis
outstanding. We believe that loan repayments and other sources of funds, will be
adequate to meet our 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  December  31,  1999,  Marshall  Savings had
tangible  capital  and  Tier 1 (core)  capital  of  $10.2  million,  or 11.5% or
adjusted  total assets,  which was  approximately  $8.9 million and $7.6 million
above the minimum requirements of 1.5% and 3.0%,  respectively,  of the adjusted
total  assets in effect on that date.  As of December  31,  1999,  we had Tier 1
(core)  capital of $10.2  million,  or 11.5% of average total assets,  which was
approximately  $6.7  million  above the minimum  requirement  of 4.0% of average
total assets in effect on that date.  On December 31,  1999,  we had  risk-based
capital of $10.7 million (including $10.2 million in core capital),  or 19.6% of
risk-weighted  assets of $54.5  million.  This amount was $6.3 million above the
8.0% requirement in effect on that date.







                                       10
<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

               The Annual Shareholder's Meeting of MSB Financial,  Inc. was held
               on October 26, 1999 in  Marshall,  Michigan.  At that meeting the
               shareholders elected the following persons to three year terms to
               the Board of Directors.  Charles B. Cook by a vote of 960,841 for
               and 15,818 withheld.  Karl F. Loomis by a vote of 960,731 for and
               15,928 withheld. J. Thomas Schaeffer by a vote of 959,521 for and
               17,138  withheld.  Also  approved was the  appointment  of Crowe,
               Chizek and  Company,  L.L.P.,  as  independent  auditors  for the
               Company for the fiscal year ending June 30, 2000,  with a vote of
               952,272 for, 23,529 against and 858 abstentions.

Item 5.        OTHER INFORMATION

               None.

Item 6.        EXHIBITS AND REPORTS ON FORM 8-K

               (a) Exhibits

                      See Exhibit Index.

               (b) Reports on Form 8-K

                      None.

                                       11

<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: February 28, 2000               \s\Charles B. Cook
                                      -------------------------------------
                                      Charles B. Cook,  President and Chief
                                      Executive Officer (Duly Authorized
                                      Officer)

Date: February 28, 2000               \s\Elaine R. Carbary
                                      -------------------------------------
                                      Elaine R. Carbary, Chief Financial
                                      Officer (Principal Financial Officer)






                                       12
<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.

    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. o-24898), is incorporated herein by
               reference.

    10.5       Registrant's 1997 Stock Option and Incentive Plan, filed as
               Appendix A to Registrants Schedule 14A filed on September 26,
               1997 (File No. 0-24898).

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

    27         Financial Data Schedule (electronic filing only)