Registration No. 333-______


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             ----------------------

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

                             ----------------------

                               MSB Financial Corp.
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

       United States                                             34-1981437
------------------------------                               -------------------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

                               1902 Long Hill Road
                          Millington, New Jersey 07946
             ------------------------------------------------------
                    (Address of principal executive offices)

                             Millington Savings Bank
                                  Savings Plan
             ------------------------------------------------------
                            (Full Title of the Plan)

                                Jeffrey E. Smith
                             Chief Financial Officer
                               1902 Long Hill Road
                          Millington, New Jersey 07946
                                 (908) 647-4000
             ------------------------------------------------------
            (Name, address and telephone number of agent for service)

                                   Copies to:
                               Richard Fisch, Esq.
                              Evan M. Seigel, Esq.
                            Malizia Spidi & Fisch, PC
                            901 New York Avenue, N.W.
                                 Suite 210 East
                             Washington, D.C. 20001
                                 (202) 434-4660
             ------------------------------------------------------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================================================================================
Title of                             Proposed Maximum   Proposed Maximum   Amount of
Securities to       Amount to be         Offering           Offering      Registration
be Registered(1)    Registered(2)   Price Per Share(3)      Price (4)         Fee
----------------    -------------   ------------------      ---------         ---
<S>                  <C>                <C>               <C>              <C>
Common Stock
$0.10 par value
per share              24,611             $12.19            $300,008         $32.10
======================================================================================
</TABLE>

(1)      In addition,  pursuant to Rule 416(c) under the Securities Act of 1933,
         this  registration  statement  also covers an  indeterminate  amount of
         interests to be offered or sold pursuant to the Millington Savings Bank
         Savings Plan (the "Plan"), as described herein.
(2)      Estimates the maximum number of shares  expected to be issued under the
         Plan assuming that all employer and employee  contributions to the Plan
         are used to purchase shares of Common Stock of MSB Financial Corp. (the
         "Company"),  together with an indeterminate  number of shares which may
         be necessary to adjust the number of additional  shares of Common Stock
         reserved for issuance pursuant to the Plan and being registered herein,
         as the  result  of a stock  split,  stock  dividend,  reclassification,
         recapitalization,  or similar  adjustment(s) of the Common Stock of the
         Company.
(3)      Estimated  solely for the purpose of calculating the  registration  fee
         and  calculated  pursuant to Rule 457(c)  based upon the average of the
         high and low prices of the Common Stock of the  Registrant  as reported
         on the Nasdaq Global Market on January 10, 2007.
(4)      Estimated based on (2) and (3) above.

         This Registration  Statement shall become effective  automatically upon
the date of filing,  in accordance  with Section 8(a) of the  Securities  Act of
1933.

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information. *
------

Item 2.  Registrant Information and Employee Plan Annual Information. *
------

         *This  Registration  Statement  relates to the  registration  of 24,611
shares of Common Stock,  $0.10 par value per share,  of MSB Financial Corp. (the
"Company")  reserved for issuance and delivery under the Millington Savings Bank
Savings Plan (the "Plan"). Documents containing the information required by Part
I of this  Registration  Statement will be sent or given to  participants in the
Plan as  specified  by Rule  428(b)(1).  Such  documents  are not filed with the
Securities and Exchange  Commission  (the  "Commission")  either as part of this
Registration  Statement or as prospectuses or prospectus supplements pursuant to
Rule 424, in reliance on Rule 428.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.
------

         The Company became  subject to the  informational  requirements  of the
Securities  Exchange  Act of 1934  (the  "1934  Act") on  January  4,  2007 and,
accordingly,  files periodic reports and other  information with the Commission.
Reports,  proxy  statements and other  information  concerning the Company filed
with the  Commission  may be inspected and copies may be obtained (at prescribed
rates) at the  Commission's  Public  Reference  Section,  Room  1024,  450 Fifth
Street, N.W., Washington, D.C. 20549.

         The following  documents filed by the Company are  incorporated in this
Registration Statement by reference:

         1.       The  description  of the Company's  securities as contained in
                  the  Company's  Registration  Statement  on Form 8-A, as filed
                  with the Commission on January 4, 2007;

         2.       The Prospectus, filed with the SEC by the Registrant (File No.
                  333-137294)   on  September  13,  2006,   which  includes  the
                  consolidated   statements   of  financial   condition  of  MSB
                  Financial Corp. and subsidiaries as of June 30, 2006 and 2005,
                  and the related consolidated  statements of income, changes in
                  stockholders  equity  and cash  flows for each of the years in
                  the  three-year  period  ended June 30,  2006,  together  with
                  related  notes and report of Beard  Miller  Company  LLP dated
                  August 8, 2006; and

         3.       The Company's  Form 10-Q for the quarter  ended  September 30,
                  2006, as filed with the Commission.

                                      - 2 -

<PAGE>

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14,  and  15(d)  of the  1934  Act,  prior  to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which  deregisters all securities then remaining  unsold shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof from the date of filing of such documents.

Item 4.  Description of Securities.
------

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.
------

         Not Applicable.

Item 6.  Indemnification of Directors and Officers.
------

         Section 545.121 of the Office of Thrift  Supervision  (OTS) regulations
provides  indemnification for directors and officers of Millington Savings Bank.
Although  there are no  indemnification  provisions in the charter and bylaws of
the  Registrant,  all the directors and officers of the Registrant hold the same
position  with  Millington  Savings  Bank and  have  indemnification  under  OTS
Regulations as described below.

             Generally,  federal regulations define areas for indemnity coverage
for federal savings associations as follows:

         (a) Any person against whom any action is brought or threatened because
that  person is or was a  director  or  officer  of the  savings  bank  shall be
indemnified by the savings bank for:

                  (i)     Any amount for which that person  becomes liable under
a judgment in such action; and

                  (ii)  Reasonable  costs  and  expenses,  including  reasonable
attorneys'  fees,  actually  paid or  incurred by that  person in  defending  or
settling such action, or in enforcing his or her rights under this section if he
or she attains a favorable judgment in such enforcement action.

         (b) Indemnification shall be made to such person under paragraph (b) of
this Section only if:

                  (i) Final judgment on the merits is in his or her favor; or

                  (ii) In case of:

                           a. Settlement,
                           b.      Final judgment against him or her, or
                           c.      Final  judgment  in  his or her favor,  other
                                   than on the  merits,  if a  majority  of  the
                                   disinterested  directors of the savings  bank
                                   determine  that he or she was acting in  good
                                   faith   within   the  scope  of  his  or  her
                                   employment  or  authority as he or she  could
                                   reasonably have

                                     - 3 -

<PAGE>

                                   perceived it under  the circumstances and for
                                   a  purpose he  or  she  could reasonably have
                                   believed  under the circumstances was in  the
                                   best  interest  of  the savings  bank or  its
                                   members.  However,  no indemnification  shall
                                   be  made  unless  the savings bank gives  the
                                   Office  at  least  60  days   notice  of  its
                                   intention to make such indemnification.  Such
                                   notice shall  state  the  facts on which  the
                                   action arose, the  terms of  any  settlement,
                                   and any disposition of the action by a court.
                                   Such  notice, a copy thereof, and a certified
                                   copy   of   the  resolution  containing   the
                                   required   determination   by  the  board  of
                                   directors   shall  be  sent  to  the Regional
                                   Director,  who  shall  promptly   acknowledge
                                   receipt thereof.  The notice period shall run
                                   from  the  date  of  such  receipt.  No  such
                                   indemnification  shall  be  made  if  the OTS
                                   advises the savings bank in  writing,  within
                                   such notice period, of its objection thereto.

         (c) As used in this paragraph:

                  (i)      "Action"   means  any   judicial  or   administrative
                           proceeding, or threatened proceeding,  whether civil,
                           criminal, or otherwise, including any appeal or other
                           proceeding for review;

                  (ii)     "Court" includes,  without  limitation,  any court to
                           which or in which any  appeal or any  proceeding  for
                           review is brought;

                  (iii)    "Final Judgment" means a judgment,  decree,  or order
                           which is not appealable or as to which the period for
                           appeal has expired with no appeal taken;

                  (iv)     "Settlement"  includes  the  entry of a  judgment  by
                           consent or  confession or a plea of guilty or of nolo
                           contendere.

         Each  person who was or is made a party or is  threatened  to be made a
party to or is otherwise  involved in any action,  suit or  proceeding,  whether
civil, criminal,  administrative or investigative  (hereinafter a "proceeding"),
by reason of the fact that he is or was a  Director,  officer or employee of the
Company or is or was  serving  at the  request  of the  Company  as a  Director,
Officer or employee of another  corporation or of a partnership,  joint venture,
trust or other enterprise, including service with respect to an employee benefit
plan  (hereinafter  an  "indemnitee"),  whether the basis of such  proceeding is
alleged action in an official capacity as a Director,  officer or employee or in
any other  capacity while serving as a Director,  officer or employee,  shall be
indemnified and held harmless by the Company to the fullest extent authorized by
the  Regulations  of the OTS,  as the same  exists or may  hereafter  be amended
against all expense,  liability and loss (including  attorneys' fees, judgments,
fines,  ERISA  excise  taxes  or  penalties  and  amounts  paid  in  settlement)
reasonably incurred or suffered by such indemnitee in connection therewith.

         The right to  indemnification  conferred herein shall include the right
to be paid by the Company the expenses incurred in defending any such proceeding
in advance of its final  disposition,  to the fullest  extent  authorized by the
Regulations of the OTS. The rights to indemnification  and to the advancement of
expenses  conferred  herein  shall be  contract  rights  and such  rights  shall
continue  as to an  indemnitee  who

                                      - 4 -

<PAGE>

has ceased to be a Director,  officer or employee and shall inure to the benefit
of the indemnitee's heirs, executors and administrators.

Item 7.  Exemption from Registration Claimed.
------

         Not Applicable.

Item 8.  Exhibits.
------

         For a  list  of  all  exhibits  filed  or  included  as  part  of  this
Registration Statement,  see "Index to Exhibits" at the end of this Registration
Statement.

         In lieu of an opinion of counsel  concerning the Plan's compliance with
the requirements of ERISA,  the Company hereby  undertakes that it has submitted
the Plan and any amendment  thereto to the Internal Revenue Service ("IRS") in a
timely manner and will make all changes  required by the IRS in order to qualify
the Plan.

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;

               (i) To include any prospectus required by Section 10(a)(3) of the
               Securities Act of 1933;

               (ii) To reflect  in the  prospectus  any facts or events  arising
               after the effective  date of the  registration  statement (or the
               most recent post-effective amendment thereof) which, individually
               or in  the  aggregate,  represent  a  fundamental  change  in the
               information set forth in the registration statement;

               (iii) 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.

provided  however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) do no apply if the
registration statement is on Form S-3, Form S-8, and the information required to
be included in a  post-effective  amendment by those  paragraphs is contained in
periodic reports filed by the registrant  pursuant to Section 13 or 15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement;

               (2) That, for the purpose of determining any liability under  the
Securities Act of 1933, 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.

                                      - 5 -

<PAGE>

               (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 of 1933,  each filing of
the registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  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)  The undersigned  registrant hereby undertakes to deliver or cause
to be delivered  with the  prospectus,  to each person to whom the prospectus is
sent  or  given,  the  latest  annual  report,   to  security  holders  that  is
incorporated  by  reference  in the  prospectus  and  furnished  pursuant to and
meeting  the  requirements  of Rule  14a-3 or Rule  14c-3  under the  Securities
Exchange Act of 1934; and, where interim  financial  information  required to be
presented by Article 3 of Regulation S-X is not set forth in the prospectus,  to
deliver,  or cause to be delivered to each person to whom the prospectus is sent
or given,  the latest  quarterly  report that is  specifically  incorporated  by
reference in the prospectus to provide such interim financial information.

         (d)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 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  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the 1933 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  expressed in the 1933 Act and
will be governed by the final adjudication of such issue.

                                      - 6 -

<PAGE>

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Millington  in the State of New Jersey,  on the 12th
day of January, 2007.

                                    MSB Financial Corp.


Dated: January 12, 2007             By:/s/Gary T. Jolliffe
                                       ----------------------------------------
                                          Gary T. Jolliffe
                                          President and Chief Executive Officer
                                          (Duly Authorized Representative)

                                POWER OF ATTORNEY

         We, the  undersigned  directors and officers of MSB Financial  Corp. do
hereby severally  constitute and appoint Gary T. Jolliffe as our true and lawful
attorney and agent, to do any and all things and acts in our MSB Financial Corp.
names in the capacities  indicated  below and to execute any and all instruments
for us and in our names in the  capacities  indicated  below  which said Gary T.
Jolliffe may deem necessary or advisable to enable MSB Financial Corp. to comply
with the  Securities  Act of 1933, as amended,  and any rules,  regulations  and
requirements of the Securities and Exchange  Commission,  in connection with the
Registration  Statement  on  Form  S-8  relating  to the  registrant,  including
specifically,  but not limited to, power and authority to sign, for any of us in
our names in the capacities indicated below, the Registration  Statement and any
and all amendments (including post-effective  amendments) thereto; and we hereby
ratify and confirm all that said Gary T.  Jolliffe  shall 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 indicated as of the date indicated.

<TABLE>
<CAPTION>
<S>                                     <C>
/s/Albert N. Olsen                         /s/Gary T. Jolliffe
----------------------------------         -----------------------------------------------
Albert N. Olsen                            Gary T. Jolliffe
Chairman                                   Director, President and Chief Executive Officer
                                           (Principal Executive Officer)

Date:    January 12, 2007                  Date:    January 12, 2007



/s/Michael A. Shriner                      /s/Jeffrey E. Smith
----------------------------------         -----------------------------------------------
Michael A. Shriner                         Jeffrey E. Smith
Director, Executive Vice President         Vice President and Chief Financial Officer
and Chief Operating Officer                (Principal Financial and Accounting Officer)

Date:    January 12, 2007                  Date:    January 12, 2007

<PAGE>



/s/E. Haas Gallaway, Jr.                   /s/W. Scott Gallaway
----------------------------------         -----------------------------------------------
E. Haas Gallaway, Jr.                      W. Scott Gallaway
Director                                   Director

Date:    January 12, 2007                  Date:    January 12, 2007



/s/Thomas G. McCain                        /s/Ferdinand J. Rossi
----------------------------------         -----------------------------------------------
Thomas G. McCain                           Ferdinand J. Rossi
Director                                   Director

Date:    January 12, 2007                  Date:    January 12, 2007

</TABLE>

<PAGE>

                                   SIGNATURES

         Pursuant to the  requirements  of the  Securities Act of 1933, the plan
administrator  of the Millington  Savings Bank Savings Plan has duly caused this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Millington, State of New Jersey on this 12th day
of January, 2007.



                               Millington Savings Bank
                               Savings Plan


                               By:      /s/Gary T. Jolliffe
                                        ----------------------------------------
                                        Gary T. Jolliffe
                                        Its President
                                        As Plan Administrator on behalf of
                                        Milllington Savings Bank

<PAGE>

                                INDEX TO EXHIBITS



Exhibit                       Description
-------                       -----------

4.1      Millington Savings Bank Savings Plan Plan Document

4.2      Millington Savings Bank Savings Plan Adoption Agreement

4.3      Summary Plan Description of the Plan


5.1      Favorable determination letter dated November 27, 2001, confirming that
         the Plan is qualified under Section 401 of the Internal Revenue Code of
         1986, as amended

23.1     Consent of Beard Miller Company LLP
[{"type": "S-8", "sequence": "1", "filename": "s8_011507-5468.txt", "description": "FORM", "secsgml_size_bytes": 25500}]
{"company-data": {"conformed-name": "MSB FINANCIAL CORP.", "cik": "0001374783", "assigned-sic": "6035", "irs-number": "341981437", "state-of-incorporation": "X1", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-139955", "film-number": "07528546"}, "business-address": {"street1": "1902 LONG HILL ROAD", "city": "MILLINGTON", "state": "NJ", "zip": "07946", "phone": "908 647-4000"}, "mail-address": {"street1": "1902 LONG HILL ROAD", "city": "MILLINGTON", "state": "NJ", "zip": "07946"}}
Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             ----------------------

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

                             ----------------------

                               MSB Financial Corp.
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

       United States                                             34-1981437
------------------------------                               -------------------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

                               1902 Long Hill Road
                          Millington, New Jersey 07946
             ------------------------------------------------------
                    (Address of principal executive offices)

                             Millington Savings Bank
                                  Savings Plan
             ------------------------------------------------------
                            (Full Title of the Plan)

                                Jeffrey E. Smith
                             Chief Financial Officer
                               1902 Long Hill Road
                          Millington, New Jersey 07946
                                 (908) 647-4000
             ------------------------------------------------------
            (Name, address and telephone number of agent for service)

                                   Copies to:
                               Richard Fisch, Esq.
                              Evan M. Seigel, Esq.
                            Malizia Spidi & Fisch, PC
                            901 New York Avenue, N.W.
                                 Suite 210 East
                             Washington, D.C. 20001
                                 (202) 434-4660
             ------------------------------------------------------

                         CALCULATION OF REGISTRATION FEE
======================================================================================
Title of                             Proposed Maximum   Proposed Maximum   Amount of
Securities to       Amount to be         Offering           Offering      Registration
be Registered(1)    Registered(2)   Price Per Share(3)      Price (4)         Fee
----------------    -------------   ------------------      ---------         ---
Common Stock
$0.10 par value
per share              24,611             $12.19            $300,008         $32.10
======================================================================================
(1)      In addition,  pursuant to Rule 416(c) under the Securities Act of 1933,
         this  registration  statement  also covers an  indeterminate  amount of
         interests to be offered or sold pursuant to the Millington Savings Bank
         Savings Plan (the "Plan"), as described herein.
(2)      Estimates the maximum number of shares  expected to be issued under the
         Plan assuming that all employer and employee  contributions to the Plan
         are used to purchase shares of Common Stock of MSB Financial Corp. (the
         "Company"),  together with an indeterminate  number of shares which may
         be necessary to adjust the number of additional  shares of Common Stock
         reserved for issuance pursuant to the Plan and being registered herein,
         as the  result  of a stock  split,  stock  dividend,  reclassification,
         recapitalization,  or similar  adjustment(s) of the Common Stock of the
         Company.
(3)      Estimated  solely for the purpose of calculating the  registration  fee
         and  calculated  pursuant to Rule 457(c)  based upon the average of the
         high and low prices of the Common Stock of the  Registrant  as reported
         on the Nasdaq Global Market on January 10, 2007.
(4)      Estimated based on (2) and (3) above.

         This Registration  Statement shall become effective  automatically upon
the date of filing,  in accordance  with Section 8(a) of the  Securities  Act of
1933.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information. *
------

Item 2.  Registrant Information and Employee Plan Annual Information. *
------

         *This  Registration  Statement  relates to the  registration  of 24,611
shares of Common Stock,  $0.10 par value per share,  of MSB Financial Corp. (the
"Company")  reserved for issuance and delivery under the Millington Savings Bank
Savings Plan (the "Plan"). Documents containing the information required by Part
I of this  Registration  Statement will be sent or given to  participants in the
Plan as  specified  by Rule  428(b)(1).  Such  documents  are not filed with the
Securities and Exchange  Commission  (the  "Commission")  either as part of this
Registration  Statement or as prospectuses or prospectus supplements pursuant to
Rule 424, in reliance on Rule 428.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.
------

         The Company became  subject to the  informational  requirements  of the
Securities  Exchange  Act of 1934  (the  "1934  Act") on  January  4,  2007 and,
accordingly,  files periodic reports and other  information with the Commission.
Reports,  proxy  statements and other  information  concerning the Company filed
with the  Commission  may be inspected and copies may be obtained (at prescribed
rates) at the  Commission's  Public  Reference  Section,  Room  1024,  450 Fifth
Street, N.W., Washington, D.C. 20549.

         The following  documents filed by the Company are  incorporated in this
Registration Statement by reference:

         1.       The  description  of the Company's  securities as contained in
                  the  Company's  Registration  Statement  on Form 8-A, as filed
                  with the Commission on January 4, 2007;

         2.       The Prospectus, filed with the SEC by the Registrant (File No.
                  333-137294)   on  September  13,  2006,   which  includes  the
                  consolidated   statements   of  financial   condition  of  MSB
                  Financial Corp. and subsidiaries as of June 30, 2006 and 2005,
                  and the related consolidated  statements of income, changes in
                  stockholders  equity  and cash  flows for each of the years in
                  the  three-year  period  ended June 30,  2006,  together  with
                  related  notes and report of Beard  Miller  Company  LLP dated
                  August 8, 2006; and

         3.       The Company's  Form 10-Q for the quarter  ended  September 30,
                  2006, as filed with the Commission.

                                      - 2 -
All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14,  and  15(d)  of the  1934  Act,  prior  to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which  deregisters all securities then remaining  unsold shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof from the date of filing of such documents.

Item 4.  Description of Securities.
------

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.
------

         Not Applicable.

Item 6.  Indemnification of Directors and Officers.
------

         Section 545.121 of the Office of Thrift  Supervision  (OTS) regulations
provides  indemnification for directors and officers of Millington Savings Bank.
Although  there are no  indemnification  provisions in the charter and bylaws of
the  Registrant,  all the directors and officers of the Registrant hold the same
position  with  Millington  Savings  Bank and  have  indemnification  under  OTS
Regulations as described below.

             Generally,  federal regulations define areas for indemnity coverage
for federal savings associations as follows:

         (a) Any person against whom any action is brought or threatened because
that  person is or was a  director  or  officer  of the  savings  bank  shall be
indemnified by the savings bank for:

                  (i)     Any amount for which that person  becomes liable under
a judgment in such action; and

                  (ii)  Reasonable  costs  and  expenses,  including  reasonable
attorneys'  fees,  actually  paid or  incurred by that  person in  defending  or
settling such action, or in enforcing his or her rights under this section if he
or she attains a favorable judgment in such enforcement action.

         (b) Indemnification shall be made to such person under paragraph (b) of
this Section only if:

                  (i) Final judgment on the merits is in his or her favor; or

                  (ii) In case of:

                           a. Settlement,
                           b.      Final judgment against him or her, or
                           c.      Final  judgment  in  his or her favor,  other
                                   than on the  merits,  if a  majority  of  the
                                   disinterested  directors of the savings  bank
                                   determine  that he or she was acting in  good
                                   faith   within   the  scope  of  his  or  her
                                   employment  or  authority as he or she  could
                                   reasonably have

                                     - 3 -
perceived it under  the circumstances and for
                                   a  purpose he  or  she  could reasonably have
                                   believed  under the circumstances was in  the
                                   best  interest  of  the savings  bank or  its
                                   members.  However,  no indemnification  shall
                                   be  made  unless  the savings bank gives  the
                                   Office  at  least  60  days   notice  of  its
                                   intention to make such indemnification.  Such
                                   notice shall  state  the  facts on which  the
                                   action arose, the  terms of  any  settlement,
                                   and any disposition of the action by a court.
                                   Such  notice, a copy thereof, and a certified
                                   copy   of   the  resolution  containing   the
                                   required   determination   by  the  board  of
                                   directors   shall  be  sent  to  the Regional
                                   Director,  who  shall  promptly   acknowledge
                                   receipt thereof.  The notice period shall run
                                   from  the  date  of  such  receipt.  No  such
                                   indemnification  shall  be  made  if  the OTS
                                   advises the savings bank in  writing,  within
                                   such notice period, of its objection thereto.

         (c) As used in this paragraph:

                  (i)      "Action"   means  any   judicial  or   administrative
                           proceeding, or threatened proceeding,  whether civil,
                           criminal, or otherwise, including any appeal or other
                           proceeding for review;

                  (ii)     "Court" includes,  without  limitation,  any court to
                           which or in which any  appeal or any  proceeding  for
                           review is brought;

                  (iii)    "Final Judgment" means a judgment,  decree,  or order
                           which is not appealable or as to which the period for
                           appeal has expired with no appeal taken;

                  (iv)     "Settlement"  includes  the  entry of a  judgment  by
                           consent or  confession or a plea of guilty or of nolo
                           contendere.

         Each  person who was or is made a party or is  threatened  to be made a
party to or is otherwise  involved in any action,  suit or  proceeding,  whether
civil, criminal,  administrative or investigative  (hereinafter a "proceeding"),
by reason of the fact that he is or was a  Director,  officer or employee of the
Company or is or was  serving  at the  request  of the  Company  as a  Director,
Officer or employee of another  corporation or of a partnership,  joint venture,
trust or other enterprise, including service with respect to an employee benefit
plan  (hereinafter  an  "indemnitee"),  whether the basis of such  proceeding is
alleged action in an official capacity as a Director,  officer or employee or in
any other  capacity while serving as a Director,  officer or employee,  shall be
indemnified and held harmless by the Company to the fullest extent authorized by
the  Regulations  of the OTS,  as the same  exists or may  hereafter  be amended
against all expense,  liability and loss (including  attorneys' fees, judgments,
fines,  ERISA  excise  taxes  or  penalties  and  amounts  paid  in  settlement)
reasonably incurred or suffered by such indemnitee in connection therewith.

         The right to  indemnification  conferred herein shall include the right
to be paid by the Company the expenses incurred in defending any such proceeding
in advance of its final  disposition,  to the fullest  extent  authorized by the
Regulations of the OTS. The rights to indemnification  and to the advancement of
expenses  conferred  herein  shall be  contract  rights  and such  rights  shall
continue  as to an  indemnitee  who

                                      - 4 -
has ceased to be a Director,  officer or employee and shall inure to the benefit
of the indemnitee's heirs, executors and administrators.

Item 7.  Exemption from Registration Claimed.
------

         Not Applicable.

Item 8.  Exhibits.
------

         For a  list  of  all  exhibits  filed  or  included  as  part  of  this
Registration Statement,  see "Index to Exhibits" at the end of this Registration
Statement.

         In lieu of an opinion of counsel  concerning the Plan's compliance with
the requirements of ERISA,  the Company hereby  undertakes that it has submitted
the Plan and any amendment  thereto to the Internal Revenue Service ("IRS") in a
timely manner and will make all changes  required by the IRS in order to qualify
the Plan.

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;

               (i) To include any prospectus required by Section 10(a)(3) of the
               Securities Act of 1933;

               (ii) To reflect  in the  prospectus  any facts or events  arising
               after the effective  date of the  registration  statement (or the
               most recent post-effective amendment thereof) which, individually
               or in  the  aggregate,  represent  a  fundamental  change  in the
               information set forth in the registration statement;

               (iii) 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.

provided  however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) do no apply if the
registration statement is on Form S-3, Form S-8, and the information required to
be included in a  post-effective  amendment by those  paragraphs is contained in
periodic reports filed by the registrant  pursuant to Section 13 or 15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement;

               (2) That, for the purpose of determining any liability under  the
Securities Act of 1933, 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.

                                      - 5 -
(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 of 1933,  each filing of
the registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  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)  The undersigned  registrant hereby undertakes to deliver or cause
to be delivered  with the  prospectus,  to each person to whom the prospectus is
sent  or  given,  the  latest  annual  report,   to  security  holders  that  is
incorporated  by  reference  in the  prospectus  and  furnished  pursuant to and
meeting  the  requirements  of Rule  14a-3 or Rule  14c-3  under the  Securities
Exchange Act of 1934; and, where interim  financial  information  required to be
presented by Article 3 of Regulation S-X is not set forth in the prospectus,  to
deliver,  or cause to be delivered to each person to whom the prospectus is sent
or given,  the latest  quarterly  report that is  specifically  incorporated  by
reference in the prospectus to provide such interim financial information.

         (d)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 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  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the 1933 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  expressed in the 1933 Act and
will be governed by the final adjudication of such issue.

                                      - 6 -
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Millington  in the State of New Jersey,  on the 12th
day of January, 2007.

                                    MSB Financial Corp.

Dated: January 12, 2007             By:/s/Gary T. Jolliffe
                                       ----------------------------------------
                                          Gary T. Jolliffe
                                          President and Chief Executive Officer
                                          (Duly Authorized Representative)

                                POWER OF ATTORNEY

         We, the  undersigned  directors and officers of MSB Financial  Corp. do
hereby severally  constitute and appoint Gary T. Jolliffe as our true and lawful
attorney and agent, to do any and all things and acts in our MSB Financial Corp.
names in the capacities  indicated  below and to execute any and all instruments
for us and in our names in the  capacities  indicated  below  which said Gary T.
Jolliffe may deem necessary or advisable to enable MSB Financial Corp. to comply
with the  Securities  Act of 1933, as amended,  and any rules,  regulations  and
requirements of the Securities and Exchange  Commission,  in connection with the
Registration  Statement  on  Form  S-8  relating  to the  registrant,  including
specifically,  but not limited to, power and authority to sign, for any of us in
our names in the capacities indicated below, the Registration  Statement and any
and all amendments (including post-effective  amendments) thereto; and we hereby
ratify and confirm all that said Gary T.  Jolliffe  shall 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 indicated as of the date indicated.
/s/Albert N. Olsen                         /s/Gary T. Jolliffe
----------------------------------         -----------------------------------------------
Albert N. Olsen                            Gary T. Jolliffe
Chairman                                   Director, President and Chief Executive Officer
                                           (Principal Executive Officer)

Date:    January 12, 2007                  Date:    January 12, 2007

/s/Michael A. Shriner                      /s/Jeffrey E. Smith
----------------------------------         -----------------------------------------------
Michael A. Shriner                         Jeffrey E. Smith
Director, Executive Vice President         Vice President and Chief Financial Officer
and Chief Operating Officer                (Principal Financial and Accounting Officer)

Date:    January 12, 2007                  Date:    January 12, 2007
/s/E. Haas Gallaway, Jr.                   /s/W. Scott Gallaway
----------------------------------         -----------------------------------------------
E. Haas Gallaway, Jr.                      W. Scott Gallaway
Director                                   Director

Date:    January 12, 2007                  Date:    January 12, 2007

/s/Thomas G. McCain                        /s/Ferdinand J. Rossi
----------------------------------         -----------------------------------------------
Thomas G. McCain                           Ferdinand J. Rossi
Director                                   Director

Date:    January 12, 2007                  Date:    January 12, 2007
SIGNATURES

         Pursuant to the  requirements  of the  Securities Act of 1933, the plan
administrator  of the Millington  Savings Bank Savings Plan has duly caused this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Millington, State of New Jersey on this 12th day
of January, 2007.

                               Millington Savings Bank
                               Savings Plan

                               By:      /s/Gary T. Jolliffe
                                        ----------------------------------------
                                        Gary T. Jolliffe
                                        Its President
                                        As Plan Administrator on behalf of
                                        Milllington Savings Bank
INDEX TO EXHIBITS

Exhibit                       Description
-------                       -----------

4.1      Millington Savings Bank Savings Plan Plan Document

4.2      Millington Savings Bank Savings Plan Adoption Agreement

4.3      Summary Plan Description of the Plan

5.1      Favorable determination letter dated November 27, 2001, confirming that
         the Plan is qualified under Section 401 of the Internal Revenue Code of
         1986, as amended

23.1     Consent of Beard Miller Company LLP