SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB405
(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, 1997,
                                                              ------------------

[ ]  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. $10,119,000

         As of March 17,  1998,  there  were  issued and  outstanding  1,081,453
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 February 11, 1998, was $15,011,592 ($18.25
per share based on 822,553 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, 1997. (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.

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   and
mortgage-backed 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.

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.

                                       2
<PAGE>


Commercial and Commercial Real Estate Loans.  Commercial  lending  constitutes a
significant portion of the Bank's lending activities comprising a combined total
of 30.5% of the total loan  portfolio  at December  31,  1997.  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, 1997,  the Bank's  loans-to-one  borrower  limit based upon 15% of
unimpaired  capital was $1.9 million.  At December 31, 1997,  the Bank's largest
aggregation of loans to one borrower was approximately $744,000 of loans secured
by commercial and residential  rental  properties.  At December 31, 1997, 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.

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.

                                       3
<PAGE>


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 considering 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, 1997, the Bank had no subsidiaries.

Personnel

At December 31, 1997, the Bank had 75 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,  Clarion,  Butler 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.

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.

                                       4
<PAGE>

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 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
                                       5
<PAGE>

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  $1.5  million  at  December  31,  1997.  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.  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,  approximately  6.4 basis  points.  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.  The Act also  provides  for the merging of the
BIF and the SAIF by January 1, 1999 provided there are no financial institutions
still 6
<PAGE>

chartered as savings  associations  at that time.  Should the insurance funds be
merged before  January 1, 2000, the rate paid by all members of this new fund to
retire the Fico Bonds would be equal.

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,  1997,  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  requirements  could  subject  a  bank  to  a  variety  of
enforcement remedies available to federal bank regulatory agencies.

At December 31, 1997, 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.

                                       7
<PAGE>

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 seven  offices  located in Venango,
Clarion,  and Butler  counties,  Pennsylvania.  The Bank's total  investment  in
office  property  and  equipment  was $4.0 million with a net book value of $2.6
million at December 31, 1997.
<TABLE>
<CAPTION>
  Main Office                  Eau Claire Office                 Clarion Office
  -----------                  -----------------                 --------------
<S>                         <C>                               <C>                          <C>
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
</TABLE>

All offices are owned by the Bank,  except for the Bon Aire and Knox 338 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 with three (3) options to
renew. The Bank also maintains a remote ATM facility located in a supermarket in
East Brady.

In August 1997, the Bank began construction of a Data Processing Center on a lot
previously  used  for  employee  parking.   Refer  to  Note  7  in  the  audited
consolidated financial statements included in the Annual Report and incorporated
herein by reference.

In February,  1998, the Bank entered into a lease to establish its eighth branch
office in the Clarion Mall.  The lease has a five year term with two (2) options
to renew.  The  office is  expected  to  commence  operations  late in the first
quarter of 1998.

         (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.


                                       8
<PAGE>

         (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, 1997.

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, 1997, is
incorporated herein by reference.

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.

                                       9
<PAGE>


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.

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.
<TABLE>
<CAPTION>
                 <S>       <C>
                   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
<PAGE>


                  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, 1997.

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

                  27       Financial Data Schedule ***

                           (b)    Reports on Form 8-K.

                  None
</TABLE>

-------------------
*    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.
***  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 18, 1998    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>                                                     <C>  <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 18, 1998                                          Date:March 18, 1998


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

Date: March 18, 1998                                          Date:March 18, 1998


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

Date: March 18, 1998                                          Date:March 18, 1998


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

Date: March 18, 1998                                          Date:March 18, 1998


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

Date: March 18, 1998                                          Date:March 18, 1998


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

Date:

</TABLE>