Via Facsimile (202) 772-9208 and Edgar

November 9, 2006

United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C.  20549

         Re:      MSB Financial Corp.
                  Registration Statement on Form S-1
                  File No. 333-137294

Dear Sir or Madam:

         Pursuant to Rule 461 of  Regulation C of the Rules and  Regulations  of
the Securities and Exchange  Commission  promulgated under the Securities Act of
1933, as amended,  MSB  Financial  Corp.  (the  "Company")  hereby  requests the
above-referenced   Registration  Statement  be  declared  effective  on  Monday,
November 13, 2006 at 3:00 p.m. or as soon thereafter as is practicable.

         Furthermore, the Company hereby acknowledges that:

o        should  the  Commission  or the staff,  acting  pursuant  to  delegated
         authority,  declare the filing  effective,  it does not  foreclose  the
         Commission from taking any action with respect to the filing;

o        the action of the Commission or the staff, acting pursuant to delegated
         authority,  in  declaring  the filing  effective,  does not relieve the
         Company from its full  responsibility  for the adequacy and accuracy of
         the disclosure in the filing; and

o        the Company  may not assert this action as a defense in any  proceeding
         initiated by the Commission or any person under federal securities laws
         of the United States.

                                      MSB Financial Corp.

                                      By:  /s/Gary T. Jolliffe
                                           -------------------------------------

                                           Gary T. Jolliffe
                                           President and Chief Executive Officer



cc:      Tiffany A. Hasselman, Esq., Malizia Spidi & Fisch, PC