MSB FINANCIAL INC
8-K, 1998-03-19
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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<PAGE>

                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C.  20549

                             FORM 8-K

                           CURRENT REPORT


             Pursuant to Section 13 or 15(d) of the
                 Securities Exchange Act of 1934


          Date of Report (Date of earliest event reported)
                          March 11, 1998


                        MSB FINANCIAL, INC.
- -----------------------------------------------------------------
       (Exact name of Registrant as specified in its Charter)


    Delaware               0-24898              38-3203510
- -----------------------------------------------------------------
(State or other      (Commission File No.)      (IRS Employer
jurisdiction of                              Identification Number)
incorporation)

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


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


                                  N/A
- -----------------------------------------------------------------
(Former name or former address, if changed since last report)

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Item 5.  Other Events
- ----------------------

     On March 11, 1998, the Registrant issued the press release
attached hereto as Exhibit 99 announcing its intention to
repurchase up to 5% of its outstanding shares in the open market
over the next 12 months.


Item 7.  Financial Statements and Exhibits
- -------------------------------------------

     (c)  Exhibits

     The Exhibit referred to in Item 5 of this Report and listed on
the accompanying Exhibit Index is filed as part of this Report and
is incorporated herein by reference.

<PAGE>


                               SIGNATURES


     Pursuant to the requirements 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.


                                    MSB FINANCIAL, INC.




Date: March 11, 1998                By:/s/ Charles B. Cook
                                       ----------------------
                                       Charles B. Cook
                                       President and Chief
                                        Executive Officer

<PAGE>


                       EXHIBIT INDEX


Exhibit                                                           
Number                  Description
- -------                 -----------

99              Press release dated March 11, 1998

<PAGE>


<PAGE>

                                                 Exhibit 99



                         MSB FINANCIAL, INC.
                  ANNOUNCES STOCK REPURCHASE PROGRAM


Marshall, Michigan, March 11, 1998/Business Wire/--MSB Financial,
Inc. (Nasdaq - SmallCap: MSBF), holding company for Marshall
Savings Bank, FSB, today announced its intention to repurchase up
to 5% of its outstanding shares in the open market over the next
twelve months.  These shares will be purchased at prevailing
markets rates from time to time depending upon market conditions.

Charles B. Cook, President of the Company, indicated that the Board
of Directors approved the repurchase program in view of the current
price level of the Company's common stock and the strong capital
position of the Company.  Mr. Cook stated that "we believe that the
repurchase of our shares represents an attractive investment
opportunity which will benefit the Company and our shareholders." 
The repurchased shares will become treasury shares and be used for
general corporate purposes.

Under previously completed programs, the Company has repurchased
254,292 shares of common stock.  As of December 31, 1997 the
Company had 1,236,510 shares of common stock outstanding and had
total assets of $77.4 million.


For More Information Contact:

Charles B. Cook, President & CEO
MSB Financial, Inc.
107 N.Park Street
Marshall, MI 49068
(616) 781-5103





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