NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying condensed consolidated 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 September 30, 2000 and the results of operations and cash flows for the periods presented. All such adjustments are normal and recurring in nature. The accompanying condensed consolidated 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, 2000. 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.

Certain reclassifications were made to the 1999 condensed consolidated financial statements to conform to the 2000 presentation.

NOTE 2 - EARNINGS PER COMMON 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 three month periods ended September 30, 2000 and 1999:

Stock options for 84,131 and 67,848 shares of common stock were not considered in computing diluted earnings per common share for the three month periods ended September 30, 2000 and 1999 because they were antidultive.

NOTE 3 - REPURCHASES OF COMMON STOCK

During the quarter ended September 30, 2000, we repurchased 20,850 shares of our common stock at a total cost of $178,016, or $8.54 per share, as compared to 5,780 shares during the quarter ended September 30, 1999, at a total cost of $60,428 or $10.45 per share. On March 22, 2000, the Board of Directors approved a plan to repurchase up to 5%, or 63,291 shares, of our common stock. Under the current repurchase program, which expires March 22, 2001, we have repurchased a total of 20,850 shares at a total cost of $178,016 or $8.54 per share.

Item 2.  Management's Discussion and Analysis or Plan
              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 September 30, 2000 to June 30, 2000 and the results of operations for the period ended September 30, 2000 with the same period ended September 30, 1999. This discussion should be read in conjunction with the condensed consolidated 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 context requires.

Forward-Looking Statements Disclosure

       This document, including information incorporated by reference, may contain forward-looking statements about MSB Financial and its subsidiary which we believe are within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, statements with respect to anticipated future operating and financial performance, growth opportunities, interest rates, cost savings and funding advantages expected or anticipated to be realized by management. Words such "may", "could", "would", "believe", "anticipate", "estimate", "expect", "intend", "plan", and similar expressions are intended to identify these forward-looking statements. Forward-looking statements by MSB Financial and its management are based on beliefs, plans, objectives, goals, expectations, anticipations, estimates and intentions of management and are not guarantees of future performance. MSB Financial disclaims any obligation to update or revise any forward-looking statements based on the occurrence of future events, the receipt of new information, or otherwise. The important factors we discuss below and elsewhere in this document, in our filings with the SEC and those presented elsewhere by our management from time to time, could cause actual results to differ materially from those indicated by the forward-looking statements made in this document:

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

Financial Condition

       Total assets increased $1.1 million to $94.3 million from June 30, 2000 to September 30, 2000. Net loans, including loans held for sale, increased by $625,000 or 0.7% for the period. This increase was primarily funded by an increase of $751,000 in deposits and an increase of $330,000 in Federal Home Loan Bank advances.

       Total liabilities increased $1.0 million to $80.2 million from June 30, 2000 to September 30, 2000. In addition to the increases in Federal Home Loan Bank advances and deposits discussed above we also experienced increases in accrued interest payable of $16,000 and in accrued expenses and other liabilities of $300,000. Offsetting the above mentioned increases in liabilities for the period was a decrease in advance payments by borrowers for taxes and insurance of $397,000 due to the payment of summer personal property taxes for real estate mortgage loan customers.

       Net income, offset by the payment of cash dividends on common stock and repurchases of our common stock resulted in a net increase in shareholders' equity of $90,000.

Results of Operations

General. The 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. Results of operations are also dependent upon the level of our noninterest income, including fee income and service charges, and the level of our noninterest 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 September 30, 2000 was $334,000, 22.1% higher than net income of $273,000 for same period ended September 30, 1999. Reasons for the increase in net income are discussed in detail below.

Net Interest Income. Net interest income increased $96,000, or 11.2%, to $954,000 for the three month period ended September 30, 2000, as compared to the same period ended September 30, 1999. Contributing to the increase in net interest income mentioned above was an increase in the weighted average yield on the loan portfolio for the three month period ended September 30, 2000 of 49 basis points to 8.77% from 8.28% for the same period ended September 30, 1999. The increase in weighted average yield for the three month period was primarily the result of adjustable rate loans renewing at higher rates. Total interest expense increased $144,000, or 18.0%, as compared to the same period in 1999. For the three month period ended September 30, 2000, Federal Home Loan Bank advance interest increased $56,000 when compared to the same period ended September 30, 1999. Increased average deposit balances and increased rates paid on certificates of deposits also contributed to the increases in interest expense discussed above. Interest expense on deposits increased $85,000 for the three month period ended September 30, 2000, as compared to the same period ended September 30, 1999.

Provision for Loan Losses. The provision for loan losses is a result of management's periodic analysis of the adequacy of the allowance for loan losses. The provision for loan losses was $6,000 for the three month period ended September 30, 2000 as compared to $18,000 for the three month period ended September 30, 1999, due to management's continuing reassessment of losses inherent in the loan portfolio. At September 30, 2000, the allowance for loan losses totaled $517,000 or 0.60% of net loans receivable and 119.78% of total non-performing loans. At June 30, 2000, our allowance for loan losses totaled $513,000, or 0.60% of net loans receivable and 193.64% of total non-performing loans.

       We have established 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. Accordingly, the calculation of the adequacy of the allowance for loan losses was not based directly on the level of non-performing assets.

       As of September 30, 2000, non-performing assets, consisting of nonaccrual loans and accruing loans 90 days or more delinquent, totaled $432,000, or 0.50% of total loans, compared to $265,000, or 0.30% of total loans as of June 30, 2000, an increase of $167,000. 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. At September 30, 2000 we had real estate owned of $57,000 and no real estate owned at June 30, 2000.

       We continue to monitor the allowance for loan losses and make future additions to the allowance through the provision for loan losses as economic conditions and loan portfolio quality dictate. Although we maintain the 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, the 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 net gains on sales of loans held for sale, loan servicing fees, service charges on deposit accounts and other income. Noninterest income increased $33,000 during the three month period ended September 30, 2000 compared to the three month period ended September 30, 1999. This increase was primarily due to an increase in net gains on the sales of loans held for sale of $16,000, due to increased sales of mortgage loans during the period as compared to the same period of the prior year. We also experienced increases in service charges on deposit accounts of $5,000 and in ATM and debit card processing fees of $5,000, included in other income. ATM fees increased due to increased debit and ATM Card activity, as well as an increase in the access fee charge at our ATM machine. There were no other significant changes in the components of noninterest income.

Noninterest Expense. Noninterest expense was $611,000 for the three month period ended September 30, 2000 compared to $571,000 reported for the same prior year period, an increase of $40,000 or 6.9%. The increase in noninterest expense was primarily the result of an increase of $35,000 in our data processing expense during the three month period ended September 2000 as compared to the same period of the prior year. This increase in data processing expense was the result of a prior period rebate from our data processor of $22,000 during the 1999 period and a change in our billing due date for data processing charges during the 2000 period which resulted in an extra monthly payment of $13,000 during the 2000 period as compared to the same period of the prior year. Offsetting the above mentioned increase, were decreases in our federal deposit insurance premiums of $4,000, director fees of $3,000, provision to adjust loans held for sale to lower of cost or market of $10,000 and expenses associated with year 2000 expense of $7,000. The largest component of noninterest expense, salaries and employee benefits, decreased $2,000 for the three month period ended September 30, 2000, as compared to the same period during 1999

Federal Income Tax Expense. Federal income tax expense increased $41,000 for the three month period ended September 30, 2000 compared to the same period in 1999 due to an increase in income before federal income tax expense.

Liquidity and Capital Resources

       Our principal source of funds are deposits, principal and interest repayments on loans, sales of loans and interest-bearing deposits in other financial institutions. While scheduled loan repayments and maturing investments are relatively predictable, deposit flows and early loan prepayments are more influenced by interest rates, general economic conditions and competition.

       Federal regulations require that we maintain minimum levels of liquid assets. The required percentage has varied from time to time based upon economic conditions and savings flows, and 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. We have maintained our liquidity ratio at levels in excess of those required. At September 30, 2000, our liquidity ratio was 4.98%.

       Liquidity management is both a daily and long term responsibility management. Investments in liquid assets are adjusted based upon our assessment of expected loan demand, expected deposit flows, yields available on interest-earning deposits in other financial institutions and securities, and the objective of our asset/liability management program. Excess liquidity is invested generally in interest-earning overnight deposits of the Federal Home Loan Bank of Indianapolis. We also use our borrowing capability through the Federal Home Loan Bank of Indianapolis to meet liquidity needs.

       At September 30, 2000, we had advances from the Federal Home Loan Bank of Indianapolis of $28.3 million, used primarily to fund 15 year fixed-rate and adjustable-rate one- to four-family residential mortgage loans held in our portfolio. We also use our liquidity resources to meet ongoing commitments, to fund maturing certificates of deposit and deposit withdrawals, and to meet operating expenses. At September 30, 2000, we had outstanding commitments to extend credit which amounted to $5.3 million (including $4.0 million in available home equity lines of credit). We believe that loan repayments and other sources of funds, including Federal Home Loan Bank advances, 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. These capital requirements must be generally as stringent as the comparable capital requirements for national banks. The Office of Thrift Supervision is also authorized to impose capital requirements in excess of these standards on individual associations on a case-by-case basis.

       As of September 30, 2000, Marshall Savings had tangible capital and Tier 1 (core) capital of $10.7 million, or 11.3% or adjusted total assets, which was approximately $9.3 million and $7.9 million above the minimum requirements of 1.5% and 3.0%, respectively, of the adjusted total assets in effect on that date. As of September 30, 2000, we had Tier 1 (core) capital of $10.7 million, or 11.3% of average total assets, which was approximately $7.0 million above the minimum requirement of 4.0% of average total assets in effect on that date. On September 30, 2000, we had total risk-based capital of $11.2 million (including $10.7 million in core capital), or 19.4% of risk-weighted assets of $57.9 million. This amount was $6.6 million above the 8.0% requirement in effect on that date.

New Accounting Standards

       A new accounting standard, SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities", as amended by SFAS No. 137 and SFAS No. 138 requires all derivatives to be recognized at fair value as either assets or liabilities in the consolidated balance sheets beginning with the quarter ended September 30, 2000. Changes in the fair value of derivatives not designated as hedging instruments are to be recognized currently in earnings. Gains or losses on derivatives designated as hedging instruments are either to be recognized currently in earnings or are to be recognized as a component of other comprehensive income (loss), depending on the intended use of the derivatives and the resulting designations. Adoption of this new standard did not have a material impact on our consolidated financial position or results of operations, as we do not have any derivative instruments to account for under provisions of this new accounting standard.

Item 1.       Legal Proceedings

                  None.

Item 2.       Changes in Securities

                  None.

Item 3.       Defaults Upon Senior Securities

                  None.

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

                  None.

Item 5.       Other Information

                  None.

Item 6.       Exhibits and Reports on Form 8-K

                  (a) Exhibits

                         See Exhibit Index.

                  (b) Reports on Form 8-K

                         None.

       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