MALIZIA SPIDI & FISCH, PC ATTORNEYS AT LAW 901 NEW YORK AVENUE, N.W. 1900 SOUTH ATHERTON STREET SUITE 210 EAST SUITE 101 WASHINGTON, D.C. 20001 STATE COLLEGE, PA 16801 (202) 434-4660 (814) 272-3502 FACSIMILE: (202) 434-4661 FACSIMILE: (814) 272-3514 TIFFANY A. HASSELMAN WRITER'S DIRECT DIAL NUMBER HASSELMAN@MALIZIALAW.COM (202) 434-8389 VIA EDGAR November 9, 2006 Mr. Todd Schiffman Assistant Director, Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: MSB Financial Corp. Amendment No. Two to Registration Statement on Form S-1 File No. 333-137294 Dear Mr. Schiffman: Transmitted with this letter for filing, on behalf of MSB Financial Corp., (the "Company") is pre-effective Amendment No. Two to the Registration Statement on Form S-1. General 1. Throughout the prospectus supplement and base prospectus, please revise your disclosure to draw a distinction between the ESOP and the Millington Savings Bank Savings Plan. In addition, please make it clear in the base prospectus that 401(k)/Savings Plan participants can only direct the trustee to purchase shares in the offering if they qualify for subscription rights. We have revised the prospectus supplement and the prospectus as requested. The portion of the prospectus that discusses the 401(k) Savings and Profit Sharing Plan states clearly that plan participants must be eligible to take part in the subscription offering in order to direct the plan trustee to purchase shares in the offering. Please see page 79 of the prospectus. MALIZIA SPIDI & FISCH, PC Mr. Todd Schiffman November 9, 2006 Page 2 Cover of Registration Statement 2. Please list the Millington Savings Bank Savings Plan as a co-registrant. The Millington Savings Bank 401(k) Savings and Profit Sharing Plan has been added to the cover of the registration statement as a co-registrant. * * * * * An acceleration request is being submitted under separate cover. We request that the staff advise us when the registration statement has been declared effective. Sincerely, /s/Tiffany A. Hasselman Tiffany A. Hasselman Enclosure cc: Kathryn McHale, Esq., U.S. Securities and Exchange Commission Gary T. Jolliffe, President and Chief Executive Officer Mr. Alan D. Molin, Beard Miller Company LLP