SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------

                                   FORM 10-KSB
(Mark One):

[X]      ANNUAL  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES
         EXCHANGE  ACT OF 1934 NO FEE  REQUIRED For the fiscal year
         ended December 31, 1998,
               -----------------

[ ]      TRANSITION  REPORT  PURSUANT  TO  SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE  ACT OF 1934  [NO FEE  REQUIRED]  For the
         transition period from                 to                .
                                ---------------    ---------------

Commission File No. 000-18464

                            EMCLAIRE FINANCIAL CORP.
--------------------------------------------------------------------------------
                 (Name of Small Business Issuer in Its Charter)

Pennsylvania                                                25-1606091    
-------------------------                       --------------------------------
(State or Other Jurisdiction of Incorporation   I.R.S. Employer or Organization)
                                                Identification No.

612 Main Street, Box D, Emlenton, Pennsylvania                   16373    
----------------------------------------------               -------------
(Address of Principal Executive Offices)                       (Zip Code)

Issuer's Telephone Number, Including Area Code:              (724) 867-2311
                                                             --------------

Securities registered pursuant to Section 12(b) of the Act:       None
                                                                  ----

Securities registered pursuant to Section 12(g) of the Act:

                     Common Stock, par value $1.25 per share
                     ---------------------------------------
                                (Title of Class)

         Check  whether  the issuer:  (1) has filed all  reports  required to be
filed by Section 13 or 15(d) of the  Securities  Exchange Act of 1934 during the
past 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 [ ].

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-B is not contained herein, and will not be contained, to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. [X]

         State issuer's revenues for its most recent fiscal year. $12,136,000

     As of March 19, 1999, there were issued and outstanding 1,395,852 shares of
the registrant's Common Stock.

     The Registrant's  Common Stock trades on the OTC Electronic  Bulletin Board
under the symbol "EMCF." The aggregate  market value of the Common Stock held by
non-affiliates  of the  registrant,  based on the last  price  the  registrant's
Common Stock was sold on March 15, 1999, was $22,507,791 ($19.75 per share based
on 1,139,635 shares of Common Stock outstanding).

Transition Small Business Disclosure Format (check one) YES [ ] NO [X]

                       DOCUMENTS INCORPORATED BY REFERENCE

1.   Portions  of the Annual  Report to  Stockholders  for the Fiscal Year ended
     December 31, 1998. (Parts I, II, and IV)
2.   Portions of the Proxy  Statement  for the Annual  Meeting of  Stockholders.
     (Part III)

                                       
<PAGE>


PART I

Item 1.  Description of Business
--------------------------------

General

Emclaire Financial Corp. ("Company") was incorporated in Pennsylvania in 1989 to
own and  control  all of the  capital  stock  of The  Farmers  National  Bank of
Emlenton ("Bank").  The Company is a registered bank holding company pursuant to
the Bank Holding  Company Act of 1956 ("BHCA"),  as amended.  The Company has no
employees  other than executive  officers whom do not receive  compensation  for
serving in such capacity. Because the Company has not engaged in any significant
business to date,  almost entirely all of the business  conducted by the Company
on a  consolidated  basis is  conducted  through  the  Bank,  its  wholly  owned
subsidiary.

The Bank was organized in 1900 as a national banking  association,  and operates
under the supervision of the Office of the Comptroller of the Currency  ("OCC").
The Bank  operated  from a single  office  until  1978 when it opened  its first
branch office in Eau Claire. A second branch was established in Clarion in 1985.
During 1991, the Bank acquired the East Brady and Emlenton branch  operations of
Mellon Bank.  The  Emlenton  office of Mellon Bank was closed and donated to the
Borough of Emlenton while the deposit  accounts were transferred to the existing
Emlenton  office.  In 1996, the fifth and sixth offices were  established in Bon
Aire Plaza in Butler, and in a grocery store located in Knox. In September 1996,
the Knox branch operation of Mellon Bank was acquired.  In March 1998, an eighth
office was opened in the Clarion Mall. On August 31, 1998, the Company completed
the acquisition of Peoples Savings  Financial  Corporation and its  wholly-owned
subsidiary  Peoples  Savings Bank.  The three  offices of Peoples  Savings Bank,
located in Ridgway, DuBois and Brookville,  now operate as branch offices of the
Bank. See note in the audited consolidated  financial statements included in the
Annual Report and incorporated herein by reference.

The Bank  operates  as a  full-service  community  bank,  offering  a variety of
financial  services  to meet the needs of its  markets  served.  Those  services
include  accepting time and demand deposits from the general public and together
with  other  funds,  using the  proceeds  to  originate  secured  and  unsecured
commercial  and consumer  loans,  finance  commercial  transactions  and provide
construction  and mortgage  loans,  as well as home equity and personal lines of
credit. In addition funds are also used to purchase investment securities.

Lending Activities

General.  The principal  lending  activities of the Bank are the  origination of
residential  mortgage loans,  home equity loans,  commercial and commercial real
estate loans,  and  installment  loans.  Generally,  loans are originated in the
Bank's primary market area. For a description of the Bank's loan portfolio,  see
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations" in the Company's  Annual Report to  Stockholders  ("Annual  Report")
included as Exhibit 13 and incorporated herein by reference.

                                       2
<PAGE>


One-to-Four  Family Mortgage Loans. The Bank offers first mortgage loans secured
by one-to-four  family  residences  located in the Bank's primary  lending area.
Typically such residences are single family owner occupied units. The Bank is an
approved,  qualified  lender  for the  Federal  Home Loan  Mortgage  Corporation
("FHLMC").  As a result,  the Bank may sell loans to and  service  loans for the
FHLMC. While the Bank has made no such sales to date, it anticipates the ability
to sell loans to the FHLMC  will allow it to  minimize  the  interest  rate risk
associated with longer term fixed rate mortgages.

Home  Equity  Loans.   The  Bank   originates   home  equity  loans  secured  by
single-family residences.  These loans may be either a single advance fixed rate
loan with a term of up to 15 years, or a variable rate revolving line of credit.
These loans are made only on owner-occupied single-family residences.

Commercial and Commercial Real Estate Loans.  Commercial  lending  constitutes a
significant portion of the Bank's lending activities comprising a combined total
of 24.3% of the total loan  portfolio  at December  31,  1998.  Commercial  real
estate loans generally consist of loans granted for commercial  purposes secured
by commercial or other  nonresidential real estate.  Commercial loans consist of
secured  and  unsecured  loans  for such  items as  capital  assets,  inventory,
operating funds, and other commercial purposes.

Consumer Loans.  Consumer loans  generally  consist of fixed rate term loans for
automobile purchases, home improvements not secured by real estate, capital, and
other personal  expenditures.  In addition, the Bank funds education loans under
various government  guaranteed  student loan programs.  These loans are serviced
for the Bank by a third party. The Bank also offers unsecured revolving personal
lines of credit and overdraft protection

Loans to One  Borrower.  National  banks are  subject to limits on the amount of
credit which they can extend to one borrower.  Under  current law,  loans to one
borrower are limited to an amount equal to 15% of unimpaired capital and surplus
on an unsecured  basis,  and an  additional  amount  equal to 10% of  unimpaired
capital and surplus if the loan is secured by readily marketable collateral.  At
December  31, 1998,  the Bank's  loans-to-one  borrower  limit based upon 15% of
unimpaired  capital was $2.5 million.  At December 31, 1998,  the Bank's largest
aggregation  of loans to one  borrower  was  approximately  $1,999,000  of loans
secured by commercial  real estate and  equipment.  At December 31, 1998, all of
these loans were performing in accordance with their terms.

Investment Portfolio

General.  The Bank maintains an investment  portfolio of securities such as U.S.
government  and  agency  securities,   state  and  municipal  debt  obligations,
corporate notes and bonds, and to a lesser extent,  mortgage-backed  securities.
Management  generally  maintains an investment  portfolio with relatively  short
maturities to minimize overall interest rate risk.

Investment decisions are made within policy guidelines  established by the Board
of  Directors.  This policy is aimed at  maintaining  a  diversified  investment
portfolio,   which  complements  the  overall   asset/liability   and  liquidity
objectives of the Bank,  while limiting the related credit risk to an acceptable
level. For a description of the Company's investment portfolio see "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in the
Annual Report incorporated herein by reference.


                                       3
<PAGE>


Sources of Funds

General.  Deposits  are the primary  source of the Bank's  funds for lending and
investing  activities.   Secondary  sources  of  funds  are  derived  from  loan
repayments  and  investment  maturities.  Loan  repayments  can be  considered a
relatively stable funding source,  while deposit activity is greatly  influenced
by interest  rates and general  market  conditions.  The Bank also has access to
funds  through  credit  facilities  available  from the  Federal  Home Loan Bank
("FHLB") and through its primary  correspondent bank. In addition,  the Bank can
obtain advances from the Federal Reserve Bank discount window. For a description
of the Bank's  sources of funds see  "Management's  Discussion  and  Analysis of
Financial Condition and Results of Operations" in the Annual Report incorporated
herein by reference.

Deposits.  The Bank offers a wide variety of retail deposit account  products to
both  consumer  and  commercial  deposit  customers,  including  time  deposits,
non-interest  bearing and interest  bearing  demand  deposit  accounts,  savings
deposits, and money market accounts.

Deposit  products are promoted in periodic  newspaper and radio  advertisements,
along with notices  provided in customer account  statements.  The Bank's market
strategy is based on its  reputation as a community  bank that provides  quality
products and personal customer service.

The Bank pays interest rates on its interest  bearing deposit  products that are
competitive  with rates offered by other  financial  institutions  in its market
area.  Interest  rates on  deposits  are  reviewed  weekly  by  management,  who
considers a number of factors  including (1) the Bank's  internal cost of funds;
(2) rates offered by competing financial institutions; (3) investing and lending
opportunities; and (4) the Bank's liquidity position.

Subsidiary Activity

The Company has one wholly-owned  subsidiary,  the Bank, a national association.
As of December 31, 1998, the Bank had no subsidiaries.

Personnel

At December 31, 1998, the Bank had 88 full time  equivalent  employees.  None of
its employees are represented by a collective bargaining unit. The Bank believes
its relationship with its employees to be satisfactory.

Competition

The Bank competes with regional and other  community  commercial  banks,  thrift
institutions,  credit  unions,  and non financial  institution  entities such as
mutual  funds and  securities  brokers,  for deposit  customers,  in its primary
market area of Venango, Butler, Clarion, Clearfield, Elk, Jefferson and northern
Armstrong Counties.  In addition to competing financial  institutions,  the Bank
also competes with mortgage  brokers,  mortgage  banking  companies and consumer
finance companies for loan customers.

The Bank competes for deposit  funds by offering a variety of deposit  products,
quality personal service and competitive  interest rates. In addition,  the Bank
offers a number of other  services  including  but not limited to, safe  deposit
boxes,  night  depositories,   debit  cards,  automated  teller  machines,  wire
transfers and direct deposit.


                                       4
<PAGE>

The Bank competes for loans by charging  competitive  interest rates and nominal
fees,  along  with  providing  efficient  and  comprehensive   service  to  loan
customers.

Supervision and Regulation

Bank holding  companies and banks are  extensively  regulated under both federal
and state law. Set forth below is a summary description of certain provisions of
certain laws which  relate to the  regulation  of the Company and the Bank.  The
description  does not purport to be complete and is qualified in its entirety by
reference to the applicable laws and regulations.

Regulation - The Company

The Company,  as a registered  bank holding  company,  is subject to  regulation
under the BHCA.  The Company is required  to file  quarterly  reports and annual
reports with the Federal Reserve Board ("FRB") and such  additional  information
as the FRB may require pursuant to the BHCA. The FRB may conduct examinations of
the Company and its subsidiaries.

The FRB may require that the Company  terminate an activity or terminate control
of or  liquidate  or divest  certain  subsidiaries  or  affiliates  when the FRB
believes the activity or the control of the subsidiary or affiliate  constitutes
a significant risk to the financial  safety,  soundness,  or stability of any of
its banking subsidiaries.  The FRB also has the authority to regulate provisions
of certain bank holding  company debt,  including  authority to impose  interest
ceilings and reserve requirements on such debt. Under certain circumstances, the
Company  must file  written  notice  and obtain  approval  from the FRB prior to
purchasing or redeeming its equity securities.

Under the BHCA and  regulations  adopted by the FRB, a bank holding  company and
its  nonbanking  subsidiaries  are  prohibited  from  requiring  certain  tie-in
arrangements  in  connection  with any  extension of credit,  lease,  or sale of
property or furnishing of services.  Further, the Company is required by the FRB
to maintain  certain  levels of capital.  Because the Company has less than $150
million in assets on a  consolidated  basis,  the capital levels of the Bank are
deemed  by the FRB to be the  capital  levels  of the  Company.  For  additional
information  on the capital  levels of the Bank,  see "- Regulation - The Bank";
and  "Management's  Discussion and Analysis - Liquidity and Capital  Resources -
Capital Resources" in the Annual Report incorporated herein by reference.

The  Company  is  required  to  obtain  the  prior  approval  of the FRB for the
acquisition  of more  than 5% of the  outstanding  shares of any class of voting
securities  or  substantially  all of the  assets  of any  bank or bank  holding
company.  Prior  approval  of  the  FRB is  also  required  for  the  merger  or
consolidation of the Company and another bank holding company.

The Company is prohibited by the BHCA, except in certain statutorily  prescribed
instances,  from acquiring direct or indirect  ownership or control of more than
5% of the  outstanding  voting  shares of any company that is not a bank or bank
holding  company and from engaging  directly or  indirectly in activities  other
than those of banking,  managing or controlling banks, or furnishing services to
its  subsidiaries.  However,  the Company,  subject to the prior approval of the
FRB, may engage in any  activities,  or acquire  shares of companies  engaged in
activities  that are  deemed by the FRB to be so  closely  related to banking or
managing or controlling banks as to be a proper incident thereto.

Bank holding  companies and their subsidiary banks are subject to the provisions
of the Community  Reinvestment Act of 1977, as amended ("CRA").  Under the terms
and the  provisions of the CRA, the 

                                       5

<PAGE>

Bank's record in meeting the credit needs of the  community  served by the Bank,
including low- and moderate-income neighborhoods, is generally annually assessed
by the OCC. When a bank holding  company  applies for approval to acquire a bank
or other bank holding company, the Federal Reserve will review the assessment of
each subsidiary bank of the applicant bank holding company, and such records may
be the basis for denying the  application.  At March 6, 1996, the Bank was rated
"Satisfactory" with respect to the CRA.

Under FRB  regulations,  a bank holding company is required to serve as a source
of financial and managerial strength to its subsidiary banks and may not conduct
its  operations  in an unsafe or unsound  manner.  In addition,  it is the FRB's
policy that in serving as a source of strength to its  subsidiary  banks, a bank
holding  company  should  stand  ready to use  available  resources  to  provide
adequate  capital  funds to its  subsidiary  banks  during  periods of financial
stress  or  adversity  and  should   maintain  the  financial   flexibility  and
capital-raising  capacity  to obtain  additional  resources  for  assisting  its
subsidiary  banks. A bank holding  company's  failure to meet its obligations to
serve  as a source  of  strength  to its  subsidiary  banks  will  generally  be
considered  by  the  FRB to be an  unsafe  and  unsound  banking  practice  or a
violation of the FRB's  regulations  or both.  This doctrine has become known as
the  "source of  strength"  doctrine.  The  validity  of the source of  strength
doctrine  has been and is likely to  continue  to be the  subject of  litigation
until definitively resolved by the courts or by Congress.

Regulation - The Bank

General - The Bank is subject to supervision  and  examination by the OCC and to
certain  regulations  of the FDIC,  and the FHLB.  The Bank is also  subject  to
various  requirements  and restrictions  under federal and state law,  including
requirements to maintain reserves against  deposits,  restrictions on the types,
amount and terms and conditions of loans that may be granted and  limitations on
the types of investments  that may be made and the types of services that may be
offered. Various consumer laws and regulations also affect the operations of the
Bank.

Dividend  Restrictions - Dividends from the Bank constitute the principal source
of  income  to the  Company.  The  Bank is  subject  to  various  statutory  and
regulatory  restrictions  on its ability to pay dividends to the Company.  Under
such restrictions,  the amount available for payment of dividends to the Company
by the Bank totaled  approximately  $748,000 at December 31, 1998.  In addition,
the OCC has the authority to prohibit the Bank from paying dividends,  depending
upon the Bank's financial condition,  if such payment is deemed to constitute an
unsafe or unsound  practice.  The  ability of the Bank to pay  dividends  in the
future is presently,  and could be further,  influenced by bank  regulatory  and
supervisory policies.

Affiliate  Transactions  - The Bank is subject  to  federal  laws that limit the
transactions by subsidiary  banks to or on behalf of their parent company and to
or on behalf of any nonbank subsidiaries. Such transactions by a subsidiary bank
to its parent company or to any nonbank  subsidiary are limited to 10 percent of
a bank subsidiary's capital and surplus and, with respect to such parent company
and all such  nonbank  subsidiaries,  to an aggregate of 20 percent of such bank
subsidiary's  capital  and  surplus.  Further,  loans and  extensions  of credit
generally  are  required  to be  secured by  eligible  collateral  in  specified
amounts.  Federal law also prohibits  banks from purchasing "low quality" assets
from affiliates.

Insurance  Assessments - Deposits of the Bank are insured by the BIF of the FDIC
and are subject to FDIC insurance  assessments.  The amount of FDIC  assessments
paid by the individual insured depository institution is based on their relative
risk as measured by regulatory capital ratios and certain other factors.

                                       6
<PAGE>


During 1995, the FDIC  significantly  reduced premium rates assessed on deposits
insured  by the BIF.  Under the  current  regulations,  the Bank is  assessed  a
premium on BIF-insured deposits.

Beginning  January 1,  1997,  pursuant  to the  Economic  Growth  and  Paperwork
Reduction  Act of 1996 (the  "Act"),  the Bank paid,  in  addition to its normal
deposit  insurance  premium  as  a  member  of  the  BIF,  an  amount  equal  to
approximately   1.3  basis  points  toward  the   retirement  of  the  Financing
Corporation  bonds ("FICO Bonds") issued in the 1980's to assist in the recovery
of the savings and loan industry.  Members of the Savings Association  Insurance
Fund  ("SAIF"),  by  contrast,  will pay, in addition  to their  normal  deposit
insurance premium, ranging between 0 to 27 basis points, approximately 6.4 basis
points. Deposits acquired by the Bank in the acquisition of Peoples Savings Bank
are assessed at the SAIF rate for FICO Bond Retirement.  Beginning no later than
January  1,  2000,  the rate paid to  retire  the FICO  Bonds  will be equal for
members of the BIF and the SAIF.

Enforcement  Powers of  Federal  Banking  Agencies  - Federal  Banking  agencies
possess  broad powers to take  corrective  and other  supervisory  action deemed
appropriate for an insured depository  institution and its holding company.  The
extent of these  powers  depends on  whether  the  institution  in  question  is
considered "well capitalized",  "adequately capitalized", "under capitalized" or
"critically  undercapitalized".  At December  31,  1998,  the Bank  exceeded the
required ratios for classification as "well capitalized".  The classification of
depository  institutions  is  primarily  for the purpose of applying the federal
banking agencies' prompt  corrective action and other supervisory  powers and is
not intended to be, and should not be interpreted  as, a  representation  of the
overall financial condition or prospects of any financial institution.

The agencies' prompt corrective  action powers can include,  among other things,
requiring an insured depository  institution to adopt a capital restoration plan
which cannot be approved unless guaranteed by the institution's  parent company;
placing  limits  on asset  growth  and  restrictions  on  activities,  including
restrictions on transactions with affiliates;  restricting the interest rate the
institution  may pay on  deposits;  prohibiting  the  payment  of  principal  or
interest on  subordinated  debt,  prohibiting  the holding  company  from making
capital  distributions  without  prior  regulatory  approval;  and,  ultimately,
appointing  a receiver for the  institution.  Among other  things,  only a "well
capitalized"  depository  institution may accept brokered deposits without prior
regulatory approval and only an "adequately  capitalized" depository institution
may accept brokered deposits with prior regulatory approval.

Under the risk-based capital guidelines  applicable to the Company and the Bank,
the minimum  guideline  for the ratio of total capital to  risk-weighted  assets
(including certain off-balance-sheet  activities) is 8.00 percent. At least half
of the total capital must be "Tier 1" or core capital,  which primarily includes
common  stockholders'  equity and qualifying  preferred stock, less goodwill and
other disallowed intangibles.  "Tier 2" or supplementary capital includes, among
other items,  certain  cumulative and limited-life  preferred stock,  qualifying
subordinated  debt  and the  allowance  for  loan  losses,  subject  to  certain
limitations, less required deductions as prescribed by regulation.

In addition,  the federal bank  regulators  established  leverage  ratio (Tier 1
capital to total adjusted  average  assets)  guidelines  providing for a minimum
leverage ratio of 3 percent for bank holding companies and banks meeting certain
specified criteria, including that such institutions have the highest regulatory
examination  rating and are not contemplating  significant  growth or expansion.
Institutions  not meeting these  criteria are expected to maintain a ratio which
exceeds the 3 percent  minimum by at least 100 to 200 basis points.  The federal
bank regulatory  agencies may,  however,  set higher capital  requirements  when
particular  circumstances  warrant.  Under federal banking laws, failure to meet
the minimum capital

                                       7
<PAGE>

requirements could subject a bank to a variety of enforcement remedies available
to federal bank regulatory agencies.

At December 31, 1998, the Bank's respective total and Tier 1 risk-based  capital
ratios and leverage ratios  exceeded the minimum  regulatory  requirements.  See
Note 14 in the audited consolidated  financial statements included in the Annual
Report and incorporated herein by reference.

Legislative Proposals and Reforms

In recent years,  significant  legislative  proposals and reforms  affecting the
financial  services industry have been discussed and evaluated by U.S. Congress.
In the last Congress,  such proposals included legislation to revise the BHCA to
expand  permissible   activities  for  banks,   principally  to  facilitate  the
convergence of commercial and investment banking.  Certain proposals also sought
to expand  insurance  activities  of banks.  It is unclear  whether any of these
proposals, or any form of them, will be reintroduced in the current Congress and
become law.  Consequently,  it is not possible to determine what effect, if any,
they may have on the Company and the Bank.

Item  2.  Description of Property
---------------------------------

(a) Properties.

The Company owns no real property but utilizes the main office of the Bank.  The
Company's  and the Bank's  executive  offices  are  located at 612 Main  Street,
Emlenton,  Pennsylvania. The Company pays no rent or other form of consideration
for the use of this facility.  The Bank has eleven  offices  located in Venango,
Butler,  Clarion,  Clearfield,  Elk, and Jefferson counties,  Pennsylvania.  The
Bank's total investment in office property and equipment was $5.6 million with a
net book value of $3.6 million at December 31, 1998.
<TABLE>
<CAPTION>
<S>                           <C>                               <C>                     <C>
Main Office                    Eau Claire Office                 Clarion Office
-----------                    -----------------                 --------------
612 Main Street                207 South Washington Street       Sixth and Wood Streets
Emlenton, Pennsylvania         Eau Claire, Pennsylvania          Clarion, Pennsylvania
Venango County                 Butler County                     Clarion County

East Brady Office              Bon Aire Office                   Knox 338 Office         Knox Main Street Office
-----------------              ---------------                   ---------------         -----------------------
Broad and Brady Streets        1101 North Main Street            Rt. 338 South           Main and State Streets
East Brady, Pennsylvania       Butler, Pennsylvania              Knox, Pennsylvania      Knox, Pennsylvania
Clarion County                 Butler County                     Clarion County          Clarion County

Clarion Mall Office            Ridgway Office                    DuBois Office           Brookville Office
-------------------            --------------                    -------------           -----------------
Clarion Mall, Room 400         173 Main Street                   17 W. Long Avenue       263 Main Street
RD 3                           Ridgway, Pennsylvania             DuBois, Pennsylvania    Brookville, Pennsylvania
Clarion, Pennsylvania          Elk County                        Clearfield County       Jefferson County
Clarion County                 

</TABLE>

                                       8

<PAGE>

All offices are owned by the Bank,  except for the Bon Aire,  Knox 338,  Clarion
Mall and DuBois  offices which are leased.  The Bon Aire office is a unit in the
Bon Aire Plaza operated  under a 5 year lease with an option to renew.  The Knox
338 office is located in a  supermarket,  and is  operated  under a 5 year lease
commencing  in 1996 with three (3) options to renew.  The Clarion Mall office is
leased for 5 years with two (2) options to renew. The DuBois office is leased on
a month-to-month basis. The Bank also maintains a remote ATM facility located in
a supermarket in East Brady.

         (b) Investment Policies.

See "Item 1. Business" above for a general  description of the Bank's investment
policies  and any  regulatory  or  Board  of  Directors'  percentage  of  assets
limitations regarding certain investments. All of the Bank's investment policies
are  reviewed  and  approved  by the Board of  Directors  of the Bank,  and such
policies,  subject to regulatory restrictions (if any), can be changed without a
vote of stockholders.  The Bank's  investments are primarily acquired to produce
income, and to a lesser extent, possible capital gain.

     (1)  Investments  in Real Estate or Interests in Real Estate.  See "Item 1.
Business - Lending Activities," "Item 1. Business - Regulation of the Bank," and
"Item 2. Description of Property - (a) Properties" above.

     (2) Investments in Real Estate  Mortgages.  See "Item 1. Business - Lending
Activities" and "Item 1. Business - Regulation of the Bank."

     (3) Investments in Securities of or Interests in Persons  Primarily Engaged
in Real Estate Activities. See "Item 1. Business - Lending Activities," "Item 1.
Business  -  Regulation  of the  Bank,"  and  "Item  1.  Business  -  Subsidiary
Activity."

         (c)  Description of Real Estate and Operating Data.

         Not Applicable.

Item  3.  Legal Proceedings
---------------------------

Neither the Bank nor the Company is involved in any material legal  proceedings.
The Bank, from time to time, is party to litigation which arises in the ordinary
course of  business,  such as claims to  enforce  liens,  claims  involving  the
origination and servicing of loans,  and other issues related to the business of
the Bank. In the opinion of management  the  resolution of any such issues would
not have a  material  adverse  impact  on the  financial  position,  results  of
operation, or liquidity of the Bank or the Company.

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

No matters were  submitted to  stockholders  for a vote during the quarter ended
December 31, 1998.

PART II

Item 5.  Market  for the  Registrant's  Common  Equity and  Related  Stockholder
--------------------------------------------------------------------------------
Matters
-------

The information contained under the section captioned "Common Stock Information"
in the Company's  Annual Report for the fiscal year ended  December 31, 1998, is
incorporated herein by reference.


                                       9
<PAGE>

Item 6. Management's  Discussion and Analysis of Financial Condition and Results
--------------------------------------------------------------------------------
of Operations
-------------

The required  information  is contained in the section  captioned  "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in the
Annual Report and is incorporated herein by reference.

Item  7.  Financial Statements
------------------------------

The Company's consolidated financial statements required herein are contained in
the Annual Report and are incorporated herein by reference.

Item  8.  Changes  in and  Disagreements  With  Accountants  on  Accounting  and
--------------------------------------------------------------------------------
Financial Disclosure
--------------------

         Not Applicable.

PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
--------------------------------------------------------------------------------
with Section 16(b) of the Exchange Act
--------------------------------------

The information  contained under the sections  captioned  "Principal  Beneficial
Owners of the  Corporation's  Common  Stock" and  "Information  as to  Nominees,
Directors and Executive  Officers" in the Company's  definitive  proxy statement
for the Company's  Annual  Meeting of  Stockholders  (the "Proxy  Statement") is
incorporated herein by reference.

Item 10.  Executive Compensation
--------------------------------

The  information  contained  under  the  section  captioned  "Information  as to
Nominees,   Directors  and  Executive   Officers"  in  the  Proxy  Statement  is
incorporated herein by reference.

Item 11.  Security Ownership of Certain Beneficial Owners and Management
------------------------------------------------------------------------

         (a)      Security Ownership of Certain Beneficial Owners

                  Information  required by this item is  incorporated  herein by
                  reference  to  the  section  captioned  "Principal  Beneficial
                  Owners  of  the  Corporation's  Common  Stock"  in  the  Proxy
                  Statement.

         (b)      Security Ownership of Management

                  Information  required by this item is  incorporated  herein by
                  reference  to  the  section  captioned  "Principal  Beneficial
                  Owners  of  the  Corporation's  Common  Stock"  in  the  Proxy
                  Statement.

         (c)      Changes in Control

                  Management of the Company knows of no arrangements,  including
                  any pledge by any person of  securities  of the  Company,  the
                  operation of which may at a subsequent date result in a change
                  in control of the Registrant.


                                       10
<PAGE>

Item 12.  Certain Relationships and Related Transactions
--------------------------------------------------------

The information required by this item is incorporated herein by reference to the
section captioned "Information as to Nominees, Directors and Executive Officers"
in the Proxy Statement.

Item 13.  Exhibits, List and Reports on Form 8-K
------------------------------------------------

(a)  Exhibits are either attached as part of this Report or incorporated  herein
     by reference.

     3.1  Articles of Incorporation of Emclaire Financial Corp. *

     3.2  Bylaws of Emclaire Financial Corp. *

     4    Specimen Stock Certificate of Emclaire Financial Corp. ***

     10   Form of Change in Control Agreement  between  Registrant and three (3)
          executive officers. **

     11   Statement  regarding  computation of earnings per share (see Note 1 to
          the Notes to Consolidated Financial Statements in the Annual Report).

     13   Annual Report to  Stockholders  for the fiscal year ended December 31,
          1998.

     21   Subsidiaries of the Registrant (see information contained herein under
          "Business - Subsidiary Activity").

     27   Financial Data Schedule ****

(b)  Reports on Form 8-K.

     None

---------------------
*    Incorporated  by reference to the  Registrant's  Registration  Statement on
     Form SB-2, as amended,  (File No. 333-11773)  declared effective by the SEC
     on October 25, 1996
**   Incorporated by reference to the  Registrant's  Annual Report on 10-KSB for
     the year ended December 31, 1996.
***  Incorporated by reference to the  Registrant's  Annual Report on 10-KSB for
     the year ended December 31, 1997.
***  Only in electronic filing.



                                       11
<PAGE>

SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) 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.

                               EMCLAIRE FINANCIAL CORP.

Dated:  March 31, 1999         By:   /s/ David L. Cox              
                               -----------------------------------------------
                               David L. Cox
                               President, Chief Executive Officer, and Director
                               (Duly Authorized Representative)

Pursuant to the requirement of the Securities  Exchange Act of 1934, this Report
has been signed below by the following  persons on behalf of the  Registrant and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>

<S>                                                         <C>   
By:   /s/ David L. Cox                                       By:   /s/ John J. Boczar 
   ---------------------------------------------                ----------------------------------------
      David L. Cox                                                 John J. Boczar
      President, Chief Executive Officer, and Director             Treasurer (Principal Financial and
      (Principal Executive Officer)                                Accounting Officer)

Date: March 31, 1999                                         Date: March 31, 1999


By:   /s/ Ronald L. Ashbaugh                                 By:   /s/ Brian C. McCarrier 
   ---------------------------------------------                ----------------------------------------
      Ronald L. Ashbaugh                                           Brian C. McCarrier
      Director                                                     Director

Date: March 31, 1999                                         Date: March 31, 1999


By:   /s/ Bernadette H. Crooks                               By:   /s/ George W. Freeman 
   ---------------------------------------------                ----------------------------------------
      Bernadette H. Crooks                                         George W. Freeman
      Director                                                     Director

Date: March 31, 1999                                         Date: March 31, 1999


By:   /s/ Rodney C. Heeter                                   By:  
   ---------------------------------------------                ----------------------------------------           
      Rodney C. Heeter                                             Robert L. Hunter
      Director                                                     Director

Date: March 31, 1999                                         Date: 


By:   /s/ J. Michael King                                    By:   /s/ John B. Mason 
   ---------------------------------------------                ----------------------------------------
          
      J. Michael King                                              John B. Mason
      Director                                                     Director

Date: March 31, 1999                                         Date: March 31, 1999


By:   
   ---------------------------------------------          
      Elizabeth C. Smith
      Director

Date:


                                       12
</TABLE>