-------------------------------------------------------------------------------
    As filed with the Securities and Exchange Commission on February 5, 1999
                                                     Registration No. 333-_____
-------------------------------------------------------------------------------



                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                            REGISTRATION STATEMENT ON
                                    FORM S-8
                        UNDER THE SECURITIES ACT OF 1933


                               MSB FINANCIAL, INC.
             (Exact name of registrant as specified in its charter)

             Maryland                                     38-3203510
(State or other jurisdiction                (I.R.S. Employer Identification No.)
  of incorporation or organization)

107 North Park Street, Marshall, Michigan                              49068
(Address of principal executive offices)                             (Zip Code)

                               MSB FINANCIAL, INC.
                      1997 STOCK OPTION AND INCENTIVE PLAN
                            (Full title of the plan)

                             Michael S. Sadow, P.C.
                           John S. Pettibone III, Esq.
                         Silver, Freedman & Taff, L.L.P.
      (a limited liability partnership including professional corporations)
                              7th Floor, East Tower
                            1100 New York Avenue, NW
                              Washington, DC 20005
                     (Name and address of agent for service)

                                 (202) 414-6100
          (Telephone number, including area code, of agent for service)

<TABLE>

                         CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>                   <C>                  <C>                    <C>                    

                                                                Proposed maximum       Proposed maximum
                                          Amount to be           offering price           aggregate                Amount of
Title of securities to be registered      registered(1)            per share            offering price         registration fee

----------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value             67,848 shares(2)              (3)             $1,090,557.33(3)            $303.18(3)
======================================== ====================  =================== ======================== =======================
</TABLE>

---------------------
(1)      Pursuant to Rule 416 under the Securities Act of 1933, as amended,  the
         Registration  Statement covers, in addition to the number of shares set
         forth above,  an  indeterminate  number of shares  which,  by reason of
         certain events specified in the Plan, may become subject to the Plan.

(2)       The number of shares to which Awards may be made under the Plan has 
         been adjusted to reflect a 10% stock dividend declared in July 1998.

(3)      Pursuant to Rule 457(h),  of the 67,848 shares being registered  hereby
         (i) 46,200  shares are  subject to options  with an  exercise  price of
         $16.3636  per share  ($755,998.32  in the  aggregate)  and (ii)  21,648
         shares are subject to options  with an exercise  price of $15.4545  per
         share ($334,559.01 in the aggregate).


<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The document(s)  containing the information specified in Part I of Form S-8
will be sent or given to  participants  in the MSB  Financial,  Inc.  1997 Stock
Option  and  Incentive   Plan  (the  "Plan")  as  specified  by  Rule  428(b)(1)
promulgated by the Securities and Exchange  Commission (the "Commission")  under
the Securities Act of 1933, as amended (the "Securities Act").

     Such  document(s) are not being filed with the  Commission,  but constitute
(along  with the  documents  incorporated  by  reference  into the  registration
statement  pursuant  to Item 3 of Part II  hereof) a  prospectus  that meets the
requirements of Section 10(a) of the Securities Act.


<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.       Incorporation of Documents by Reference.

     The following documents  previously or concurrently filed by MSB Financial,
Inc. (the "Company") with the Commission are hereby incorporated by reference in
this Registration Statement:

     (a) the  Company's  Annual  Report on Form 10-KSB for the fiscal year ended
June 30, 1998 (File No.  0-24898)  filed pursuant to the Securities and Exchange
Act of 1934, as amended (the "Exchange Act");

     (b) the  quarterly  report on Form 10-QSB of the Company for the  quarterly
period ended September 30, 1998 (File No. 0-24898); and

     (c) the  description of the common stock,  par value $.01 per share, of the
Company  contained in the Form 8-A filed with the  Commission on October 3, 1995
(File No.  0-24898) and all amendments  thereto or reports filed for the purpose
of updating such description.

     All  documents  subsequently  filed  by the  Company  with  the  Commission
pursuant to Sections  13(a),  13(c),  14, or 15(d) of the Exchange Act, prior to
the filing of a  post-effective  amendment  which  indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold,  shall be  deemed  incorporated  by  reference  into  this  registration
statement  and to be a  part  thereof  from  the  date  of the  filing  of  such
documents.  Any statement contained in the documents incorporated,  or deemed to
be  incorporated,  by reference herein or therein shall be deemed to be modified
or superseded for purposes of this registration  statement and the prospectus to
the  extent  that a  statement  contained  herein  or  therein  or in any  other
subsequently  filed document which also is, or is deemed to be,  incorporated by
reference  herein or therein  modifies or supersedes  such  statement.  Any such
statement so modified or superseded  shall not be deemed,  except as so modified
or  superseded,  to  constitute a part of this  registration  statement  and the
prospectus.

     The  Company  shall  furnish  without  charge  to each  person  to whom the
prospectus is delivered,  on the written or oral request of such person,  a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically  incorporated by reference
to the  information  that is  incorporated).  Requests should be directed to the
Secretary, MSB Financial, Inc., 107 North Park Street, Marshall, Michigan 49067,
telephone number (616) 781-5103.

     All information appearing in this registration statement and the prospectus
is qualified in its entirety by the detailed  information,  including  financial
statements,  appearing  in the  documents  incorporated  herein  or  therein  by
reference.



<PAGE>



Item 4.       Description of Securities.

     Not applicable

Item 5.       Interests of Named Experts and Counsel.

     Not applicable.

Item 6.       Indemnification of Directors and Officers.

     The  articles  of   incorporation   of  the  Company   (the   "Articles  of
Incorporation") provide generally that a director or officer of the Company (and
other employees and agents of the Company to the extent  authorized by the board
and permitted by law) shall be  indemnified by the Company to the fullest extent
authorized  by the General  Corporation  Law of Maryland.  Maryland law provides
that a director,  officer,  employee or agent will be indemnified  provided that
the act or omission of the person was not material to the matter  giving rise to
the  proceedings,  the person did not  actually  receive  an  improper  personal
benefit in money,  property, or services,  or in any criminal  proceedings,  the
person had no reasonable cause to believe that the act or omission was unlawful.

     The  Articles of  Incorporation  and  Maryland  law also  provide  that the
indemnification provisions of the Articles of Incorporation and Maryland law are
not exclusive of any other right which a person seeking indemnification may have
or later acquire under any statute,  provision of the Articles of Incorporation,
bylaws  of  the  Company,  agreement,  vote  of  stockholders  or  disinterested
directors or otherwise.

     These  provisions may have the effect of deterring  shareholder  derivative
actions,  since the Company may ultimately be responsible  for expenses for both
parties to the action.  A similar  effect would not be expected for  third-party
claims.

     In addition,  the Articles of  Incorporation  and Maryland law also provide
that the Company may maintain  insurance,  at its expense, to protect itself and
any director,  officer, employee or agent of the Company or another corporation,
partnership,  joint  venture,  trust or other  enterprise  against any  expense,
liability or loss,  whether or not the Company has the power to  indemnify  such
person against such expense, liability or loss under the General Corporation Law
of Maryland.  The Company has  purchased  insurance  that insures  directors and
officers against certain liabilities in connection with the performance of their
duties as directors and  officers,  and that provides for payment to the Company
of costs incurred by it in indemnifying its directors and officers.



<PAGE>



Item 7.       Exemption from Registration Claimed.

     Not Applicable.

Item 8.       Exhibits.

     See Exhibit Index.

Item 9.       Undertakings.

     (a) The undersigned registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective  amendment to this registration statement to include any material
information with respect to the plan of distribution not previously disclosed in
the  registration  statement or any material  change to such  information in the
registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (b) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining   any  liability  under  the  Securities  Act  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act shall be deemed to be a new registration  statement relating to the
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Commission such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.


<PAGE>



                                   SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all the  requirements  for filing on Form S-8 and the Registrant has duly caused
this  registration  statement  to be  signed on its  behalf by the  undersigned,
thereunto  duly  authorized  in the  City of  Marshall,  State of  Michigan,  on
February 3, 1999.

                                  MSB FINANCIAL, INC.,
                                  a Maryland corporation


                                  By: /s/ Charles B. Cook
                                  ------------------------------------
                                  Charles B. Cook, President and 
                                    Chief Executive Officer
                                  (Duly Authorized Representative)


                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below   constitutes   and  appoints   Charles  B.  Cook,  his  true  and  lawful
attorney-in-fact and agent, with full power of substitution and re-substitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments  (including  post-effective  amendments) to this Registration
Statement,  and to file the  same,  with all  exhibits  thereto,  and all  other
documents in connection therewith,  with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing  requisite  and  necessary  to be done,  as
fully to all  intents  and  purposes  as he might or could do in person,  hereby
ratifying and confirming said  attorney-in-fact  and agent or his substitutes or
substitute may lawfully do or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities and on the date as indicated.


/s/ Charles B. Cook
----------------------------------------    --------------------------------- 
Charles B. Cook, President, Chief Executive Aart VanElst, Chairman of the Board
  Officer and Chief Financial Officer
(Principal Executive, Financial and
  Accounting Officer)

Date:    February 3, 1999                    Date:


<PAGE>

/s/ John W. Yakimow                          /s/ Martin L. Mitchell 
----------------------------                -----------------------------------
John W. Yakimow, Director                   Martin L. Mitchell, Director

Date:    February 3, 1999                   Date:    February 3, 1999

/s/ Richard L. Dobbins                       /s/ J. Thomas Schaeffer
----------------------------                -----------------------------------
Richard L. Dobbins, Director                J. Thomas Schaeffer, Director

Date:    February 3, 1999                   Date:    February 3, 1999

/s/ Karl F. Loomis 
----------------------------
Karl F. Loomis, Director

Date:    February 3, 1999


<PAGE>





                                  EXHIBIT INDEX



 Exhibit
 Number
-------------


Exhibit 4.1           Articles of Incorporation of MSB Financial, Inc.

Exhibit 4.2           Bylaws of MSB Financial, Inc.

Exhibit 4.3           Form of Stock Certificate of MSB Financial, Inc.

Exhibit 5             Opinion of Silver, Freedman & Taff, L.L.P.

Exhibit 23.1          Consent of Crowe, Chizek and Company LLP

Exhibit 23.2          Consent of Silver, Freedman & Taff, L.L.P.

Exhibit 24            Power of Attorney (contained on signature page)
[{"type": "S-8", "sequence": "1", "description": "1997 STOCK OPTION AND INCENTIVE PLAN", "secsgml_size_bytes": 16411}]
{"company-data": {"conformed-name": "MSB FINANCIAL INC", "cik": "0000930541", "assigned-sic": "6035", "irs-number": "383203510", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-71837", "film-number": "99521889"}, "business-address": {"street1": "107 N PARK ST", "city": "MARSHALL", "state": "MI", "zip": "49068", "phone": "6167815103"}, "mail-address": {"street1": "107 N PARK ST", "city": "MARSHALL", "state": "MI", "zip": "49068"}}
-------------------------------------------------------------------------------
    As filed with the Securities and Exchange Commission on February 5, 1999
                                                     Registration No. 333-_____
-------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                            REGISTRATION STATEMENT ON
                                    FORM S-8
                        UNDER THE SECURITIES ACT OF 1933

                               MSB FINANCIAL, INC.
             (Exact name of registrant as specified in its charter)

             Maryland                                     38-3203510
(State or other jurisdiction                (I.R.S. Employer Identification No.)
  of incorporation or organization)

107 North Park Street, Marshall, Michigan                              49068
(Address of principal executive offices)                             (Zip Code)

                               MSB FINANCIAL, INC.
                      1997 STOCK OPTION AND INCENTIVE PLAN
                            (Full title of the plan)

                             Michael S. Sadow, P.C.
                           John S. Pettibone III, Esq.
                         Silver, Freedman & Taff, L.L.P.
      (a limited liability partnership including professional corporations)
                              7th Floor, East Tower
                            1100 New York Avenue, NW
                              Washington, DC 20005
                     (Name and address of agent for service)

                                 (202) 414-6100
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------------------
Proposed maximum       Proposed maximum
                                          Amount to be           offering price           aggregate                Amount of
Title of securities to be registered      registered(1)            per share            offering price         registration fee

----------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value             67,848 shares(2)              (3)             $1,090,557.33(3)            $303.18(3)
======================================== ====================  =================== ======================== =======================
---------------------
(1)      Pursuant to Rule 416 under the Securities Act of 1933, as amended,  the
         Registration  Statement covers, in addition to the number of shares set
         forth above,  an  indeterminate  number of shares  which,  by reason of
         certain events specified in the Plan, may become subject to the Plan.

(2)       The number of shares to which Awards may be made under the Plan has 
         been adjusted to reflect a 10% stock dividend declared in July 1998.

(3)      Pursuant to Rule 457(h),  of the 67,848 shares being registered  hereby
         (i) 46,200  shares are  subject to options  with an  exercise  price of
         $16.3636  per share  ($755,998.32  in the  aggregate)  and (ii)  21,648
         shares are subject to options  with an exercise  price of $15.4545  per
         share ($334,559.01 in the aggregate).
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The document(s)  containing the information specified in Part I of Form S-8
will be sent or given to  participants  in the MSB  Financial,  Inc.  1997 Stock
Option  and  Incentive   Plan  (the  "Plan")  as  specified  by  Rule  428(b)(1)
promulgated by the Securities and Exchange  Commission (the "Commission")  under
the Securities Act of 1933, as amended (the "Securities Act").

     Such  document(s) are not being filed with the  Commission,  but constitute
(along  with the  documents  incorporated  by  reference  into the  registration
statement  pursuant  to Item 3 of Part II  hereof) a  prospectus  that meets the
requirements of Section 10(a) of the Securities Act.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.       Incorporation of Documents by Reference.

     The following documents  previously or concurrently filed by MSB Financial,
Inc. (the "Company") with the Commission are hereby incorporated by reference in
this Registration Statement:

     (a) the  Company's  Annual  Report on Form 10-KSB for the fiscal year ended
June 30, 1998 (File No.  0-24898)  filed pursuant to the Securities and Exchange
Act of 1934, as amended (the "Exchange Act");

     (b) the  quarterly  report on Form 10-QSB of the Company for the  quarterly
period ended September 30, 1998 (File No. 0-24898); and

     (c) the  description of the common stock,  par value $.01 per share, of the
Company  contained in the Form 8-A filed with the  Commission on October 3, 1995
(File No.  0-24898) and all amendments  thereto or reports filed for the purpose
of updating such description.

     All  documents  subsequently  filed  by the  Company  with  the  Commission
pursuant to Sections  13(a),  13(c),  14, or 15(d) of the Exchange Act, prior to
the filing of a  post-effective  amendment  which  indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold,  shall be  deemed  incorporated  by  reference  into  this  registration
statement  and to be a  part  thereof  from  the  date  of the  filing  of  such
documents.  Any statement contained in the documents incorporated,  or deemed to
be  incorporated,  by reference herein or therein shall be deemed to be modified
or superseded for purposes of this registration  statement and the prospectus to
the  extent  that a  statement  contained  herein  or  therein  or in any  other
subsequently  filed document which also is, or is deemed to be,  incorporated by
reference  herein or therein  modifies or supersedes  such  statement.  Any such
statement so modified or superseded  shall not be deemed,  except as so modified
or  superseded,  to  constitute a part of this  registration  statement  and the
prospectus.

     The  Company  shall  furnish  without  charge  to each  person  to whom the
prospectus is delivered,  on the written or oral request of such person,  a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically  incorporated by reference
to the  information  that is  incorporated).  Requests should be directed to the
Secretary, MSB Financial, Inc., 107 North Park Street, Marshall, Michigan 49067,
telephone number (616) 781-5103.

     All information appearing in this registration statement and the prospectus
is qualified in its entirety by the detailed  information,  including  financial
statements,  appearing  in the  documents  incorporated  herein  or  therein  by
reference.
Item 4.       Description of Securities.

     Not applicable

Item 5.       Interests of Named Experts and Counsel.

     Not applicable.

Item 6.       Indemnification of Directors and Officers.

     The  articles  of   incorporation   of  the  Company   (the   "Articles  of
Incorporation") provide generally that a director or officer of the Company (and
other employees and agents of the Company to the extent  authorized by the board
and permitted by law) shall be  indemnified by the Company to the fullest extent
authorized  by the General  Corporation  Law of Maryland.  Maryland law provides
that a director,  officer,  employee or agent will be indemnified  provided that
the act or omission of the person was not material to the matter  giving rise to
the  proceedings,  the person did not  actually  receive  an  improper  personal
benefit in money,  property, or services,  or in any criminal  proceedings,  the
person had no reasonable cause to believe that the act or omission was unlawful.

     The  Articles of  Incorporation  and  Maryland  law also  provide  that the
indemnification provisions of the Articles of Incorporation and Maryland law are
not exclusive of any other right which a person seeking indemnification may have
or later acquire under any statute,  provision of the Articles of Incorporation,
bylaws  of  the  Company,  agreement,  vote  of  stockholders  or  disinterested
directors or otherwise.

     These  provisions may have the effect of deterring  shareholder  derivative
actions,  since the Company may ultimately be responsible  for expenses for both
parties to the action.  A similar  effect would not be expected for  third-party
claims.

     In addition,  the Articles of  Incorporation  and Maryland law also provide
that the Company may maintain  insurance,  at its expense, to protect itself and
any director,  officer, employee or agent of the Company or another corporation,
partnership,  joint  venture,  trust or other  enterprise  against any  expense,
liability or loss,  whether or not the Company has the power to  indemnify  such
person against such expense, liability or loss under the General Corporation Law
of Maryland.  The Company has  purchased  insurance  that insures  directors and
officers against certain liabilities in connection with the performance of their
duties as directors and  officers,  and that provides for payment to the Company
of costs incurred by it in indemnifying its directors and officers.
Item 7.       Exemption from Registration Claimed.

     Not Applicable.

Item 8.       Exhibits.

     See Exhibit Index.

Item 9.       Undertakings.

     (a) The undersigned registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective  amendment to this registration statement to include any material
information with respect to the plan of distribution not previously disclosed in
the  registration  statement or any material  change to such  information in the
registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (b) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining   any  liability  under  the  Securities  Act  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act shall be deemed to be a new registration  statement relating to the
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Commission such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.
SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all the  requirements  for filing on Form S-8 and the Registrant has duly caused
this  registration  statement  to be  signed on its  behalf by the  undersigned,
thereunto  duly  authorized  in the  City of  Marshall,  State of  Michigan,  on
February 3, 1999.

                                  MSB FINANCIAL, INC.,
                                  a Maryland corporation

                                  By: /s/ Charles B. Cook
                                  ------------------------------------
                                  Charles B. Cook, President and 
                                    Chief Executive Officer
                                  (Duly Authorized Representative)

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below   constitutes   and  appoints   Charles  B.  Cook,  his  true  and  lawful
attorney-in-fact and agent, with full power of substitution and re-substitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments  (including  post-effective  amendments) to this Registration
Statement,  and to file the  same,  with all  exhibits  thereto,  and all  other
documents in connection therewith,  with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing  requisite  and  necessary  to be done,  as
fully to all  intents  and  purposes  as he might or could do in person,  hereby
ratifying and confirming said  attorney-in-fact  and agent or his substitutes or
substitute may lawfully do or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities and on the date as indicated.

/s/ Charles B. Cook
----------------------------------------    --------------------------------- 
Charles B. Cook, President, Chief Executive Aart VanElst, Chairman of the Board
  Officer and Chief Financial Officer
(Principal Executive, Financial and
  Accounting Officer)

Date:    February 3, 1999                    Date:
/s/ John W. Yakimow                          /s/ Martin L. Mitchell 
----------------------------                -----------------------------------
John W. Yakimow, Director                   Martin L. Mitchell, Director

Date:    February 3, 1999                   Date:    February 3, 1999

/s/ Richard L. Dobbins                       /s/ J. Thomas Schaeffer
----------------------------                -----------------------------------
Richard L. Dobbins, Director                J. Thomas Schaeffer, Director

Date:    February 3, 1999                   Date:    February 3, 1999

/s/ Karl F. Loomis 
----------------------------
Karl F. Loomis, Director

Date:    February 3, 1999
EXHIBIT INDEX

 Exhibit
 Number
-------------

Exhibit 4.1           Articles of Incorporation of MSB Financial, Inc.

Exhibit 4.2           Bylaws of MSB Financial, Inc.

Exhibit 4.3           Form of Stock Certificate of MSB Financial, Inc.

Exhibit 5             Opinion of Silver, Freedman & Taff, L.L.P.

Exhibit 23.1          Consent of Crowe, Chizek and Company LLP

Exhibit 23.2          Consent of Silver, Freedman & Taff, L.L.P.

Exhibit 24            Power of Attorney (contained on signature page)