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