CUSIP No. 55352P102 Page 1 of 23 Pages 


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

MSB FINANCIAL CORP.
(Name of Issuer)

Common Stock, par value $0.10 per share
(Title of Class of Securities)

55352P102
(CUSIP Number)

Mr. Richard J. Lashley
PL Capital, LLC
20 E. Jefferson Ave.
Suite 22
Naperville, IL 60540
973-360-1666
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

March 14, 2007
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), (f) or (g), check the following box [   ].

CUSIP No. 55352P102 Page 2 of 23 Pages 
1



 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Financial Edge Fund, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP


(a)   [X]
(b)   [  ]
3

 SEC USE ONLY

4

 SOURCE OF FUNDS

WC, OO
5

 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
 
 [  ]

 
6


 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
NUMBER OF

SHARES 		7


 SOLE VOTING POWER

0
BENEFICIALLY

OWNED 		8


 SHARED VOTING POWER

136,344
BY EACH

REPORTING 		9


 SOLE DISPOSITIVE POWER

0
PERSON WITH:

 10


 SHARED DISPOSITIVE POWER

136,344
11


 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

136,344
12  


 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 
[X]
13  


 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2.4%
14  


 TYPE OF REPORTING PERSON

PN

CUSIP No. 55352P102 Page 3 of 23 Pages 
1



 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Financial Edge Strategic Fund, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP


(a)   [X]
(b)   [  ]
3

 SEC USE ONLY

4

 SOURCE OF FUNDS

WC, OO
5

 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
 
 [  ]

 
6


 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
NUMBER OF

SHARES 		7


 SOLE VOTING POWER

0
BENEFICIALLY

OWNED 		8


 SHARED VOTING POWER

68,411
BY EACH

REPORTING 		9


 SOLE DISPOSITIVE POWER

0
PERSON WITH:

 10


 SHARED DISPOSITIVE POWER

68,411
11


 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

68,411
12  


 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 
[X]
13  


 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.2%
14  


 TYPE OF REPORTING PERSON

PN

CUSIP No. 55352P102 Page 4 of 23 Pages 
1



 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Goodbody/PL Capital, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP


(a)   [X]
(b)   [  ]
3

 SEC USE ONLY

4

 SOURCE OF FUNDS

WC, OO
5

 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
 
 [  ]

 
6


 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
NUMBER OF

SHARES 		7


 SOLE VOTING POWER

0
BENEFICIALLY

OWNED 		8


 SHARED VOTING POWER

70,243
BY EACH

REPORTING 		9


 SOLE DISPOSITIVE POWER

0
PERSON WITH:

 10


 SHARED DISPOSITIVE POWER

70,243
11


 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

70,243
12  


 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 
[X]
13  


 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.2%
14  


 TYPE OF REPORTING PERSON

PN

CUSIP No. 55352P102 Page 5 of 23 Pages 
1



 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

PL Capital, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP


(a)   [X]
(b)   [  ]
3

 SEC USE ONLY

4

 SOURCE OF FUNDS

5

 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
 
 [  ]

 
6


 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
NUMBER OF

SHARES 		7


 SOLE VOTING POWER

0
BENEFICIALLY

OWNED 		8


 SHARED VOTING POWER

205,755
BY EACH

REPORTING 		9


 SOLE DISPOSITIVE POWER

0
PERSON WITH:

 10


 SHARED DISPOSITIVE POWER

205,755
11


 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

205,755
12  


 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 
[X]
13  


 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

3.6%
14  


 TYPE OF REPORTING PERSON

PN

CUSIP No. 55352P102 Page 6 of 23 Pages 
1



 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Goodbody/PL Capital, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP


(a)   [X]
(b)   [  ]
3

 SEC USE ONLY

4

 SOURCE OF FUNDS

5

 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
 
 [  ]

 
6


 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
NUMBER OF

SHARES 		7


 SOLE VOTING POWER

0
BENEFICIALLY

OWNED 		8


 SHARED VOTING POWER

70,243
BY EACH

REPORTING 		9


 SOLE DISPOSITIVE POWER

0
PERSON WITH:

 10


 SHARED DISPOSITIVE POWER

70,243
11


 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

70,243
12  


 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 
[X]
13  


 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.2%
14  


 TYPE OF REPORTING PERSON

PN

CUSIP No. 55352P102 Page 7 of 23 Pages 
1



 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

PL Capital Advisors, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP


(a)   [X]
(b)   [  ]
3

 SEC USE ONLY

4

 SOURCE OF FUNDS

5

 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
 
 [  ]

 
6


 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
NUMBER OF

SHARES 		7


 SOLE VOTING POWER

0
BENEFICIALLY

OWNED 		8


 SHARED VOTING POWER

281,998
BY EACH

REPORTING 		9


 SOLE DISPOSITIVE POWER

0
PERSON WITH:

 10


 SHARED DISPOSITIVE POWER

281,998
11


 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

281,998
12  


 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 
[X]
13  


 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.0%
14  


 TYPE OF REPORTING PERSON

PN

CUSIP No. 55352P102 Page 8 of 23 Pages 
1



 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

John W. Palmer
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP


(a)   [X]
(b)   [  ]
3

 SEC USE ONLY

4

 SOURCE OF FUNDS

AF, PF
5

 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
 
 [  ]

 
6


 CITIZENSHIP OR PLACE OF ORGANIZATION

USA
NUMBER OF

SHARES 		7


 SOLE VOTING POWER

0
BENEFICIALLY

OWNED 		8


 SHARED VOTING POWER

283,498
BY EACH

REPORTING 		9


 SOLE DISPOSITIVE POWER

0
PERSON WITH:

 10


 SHARED DISPOSITIVE POWER

283,498
11


 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

283,498
12  


 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 
[X]
13  


 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.0%
14  


 TYPE OF REPORTING PERSON

IN

CUSIP No. 55352P102 Page 9 of 23 Pages 
1



 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Richard J. Lashley
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP


(a)   [X]
(b)   [  ]
3

 SEC USE ONLY

4

 SOURCE OF FUNDS

AF, PF
5

 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
 
 [  ]

 
6


 CITIZENSHIP OR PLACE OF ORGANIZATION

USA
NUMBER OF

SHARES 		7


 SOLE VOTING POWER

0
BENEFICIALLY

OWNED 		8


 SHARED VOTING POWER

295,959
BY EACH

REPORTING 		9


 SOLE DISPOSITIVE POWER

0
PERSON WITH:

 10


 SHARED DISPOSITIVE POWER

295,959
11


 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

295,959
12  


 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 
[X]
13  


 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.3%
14  


 TYPE OF REPORTING PERSON

IN

CUSIP No. 55352P102 Page 10 of 23 Pages 
1



 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

PL Capital Offshore, Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP


(a)   [X]
(b)   [  ]
3

 SEC USE ONLY

4

 SOURCE OF FUNDS

WC, OO
5

 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
 
 [  ]

 
6


 CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands
NUMBER OF

SHARES 		7


 SOLE VOTING POWER

0
BENEFICIALLY

OWNED 		8


 SHARED VOTING POWER

7,000
BY EACH

REPORTING 		9


 SOLE DISPOSITIVE POWER

0
PERSON WITH:

 10


 SHARED DISPOSITIVE POWER

7,000
11


 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

7,000
12  


 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 
[X]
13  


 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.1%
14  


 TYPE OF REPORTING PERSON

CO

CUSIP No. 55352P102 Page 11 of 23 Pages 
1



 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Beth Lashley
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP


(a)   [X]
(b)   [  ]
3

 SEC USE ONLY

4

 SOURCE OF FUNDS

AF, PF
5

 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
 
 [  ]

 
6


 CITIZENSHIP OR PLACE OF ORGANIZATION

USA
NUMBER OF

SHARES 		7


 SOLE VOTING POWER

0
BENEFICIALLY

OWNED 		8


 SHARED VOTING POWER

12,461
BY EACH

REPORTING 		9


 SOLE DISPOSITIVE POWER

0
PERSON WITH:

 10


 SHARED DISPOSITIVE POWER

12,461
11


 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

12,461
12  


 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 
[X]
13  


 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.2%
14  


 TYPE OF REPORTING PERSON

IN

CUSIP No. 55352P102 Page 12 of 23 Pages 
1



 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

PL Capital, LLC Defined Benefit Plan
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP


(a)   [X]
(b)   [  ]
3

 SEC USE ONLY

4

 SOURCE OF FUNDS

AF
5

 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
 
 [  ]

 
6


 CITIZENSHIP OR PLACE OF ORGANIZATION

New Jersey
NUMBER OF

SHARES 		7


 SOLE VOTING POWER

0
BENEFICIALLY

OWNED 		8


 SHARED VOTING POWER

1,500
BY EACH

REPORTING 		9


 SOLE DISPOSITIVE POWER

0
PERSON WITH:

 10


 SHARED DISPOSITIVE POWER

1,500
11


 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,500
12  


 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 
[X]
13  


 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

<0.1%
14  


 TYPE OF REPORTING PERSON

EP

CUSIP No. 55352P102 Page 13 of 23 Pages 


Item 1. Security and Issuer

        This Schedule 13D relates to the common stock, par value $0.10 per share (“Common Stock”), of MSB Financial Corp. (the “Company”). The address of the principal executive offices of the Company is 1902 Long Hill Road, Millington, NJ 07946-0417.

Item 2. Identity and Background

        This Schedule 13D is being filed jointly by the parties identified below. All of the filers of this Schedule 13D are collectively the “PL Capital Group.” The joint filing agreement of the members of the PL Capital Group is attached to this filing as Exhibit 1.

  • Financial Edge Fund, L.P., a Delaware limited partnership (“Financial Edge Fund”);

  • Financial Edge-Strategic Fund, L.P., a Delaware limited partnership (“Financial Edge Strategic”);

  • PL Capital Offshore, Ltd., a Cayman Islands company (“PL Capital Offshore”);

  • PL Capital, LLC, a Delaware limited liability company (“PL Capital”) and General Partner of Financial Edge Fund and Financial Edge Strategic;

  • PL Capital Advisors, LLC, a Delaware limited liability company (“PL Capital Advisors”), and the investment advisor to PL Capital Offshore, Financial Edge Fund, Financial Edge Strategic, and Goodbody/PL Capital, L.P.;

  • Goodbody/PL Capital, L.P., a Delaware limited partnership (“Goodbody/PL LP”);

  • Goodbody/PL Capital, LLC (“Goodbody/PL LLC”), a Delaware limited liability company and General Partner of Goodbody/PL LP;

  • John W. Palmer and Richard J. Lashley, as (1) Managing Members of PL Capital, PL Capital Advisors and Goodbody/PL LLC, (2) members of the Board of Directors of PL Capital Offshore, and (3) Trustees of the PL Capital, LLC Defined Benefit Plan;

  • Richard J. Lashley and Beth Lashley, as tenants in common; and

  • PL Capital, LLC Defined Benefit Plan (“PL Capital Pension Plan”).

        (a)-(c)     This statement is filed by Mr. John W. Palmer and Mr. Richard J. Lashley, with respect to the shares of Common Stock beneficially owned by them, as follows:

CUSIP No. 55352P102 Page 14 of 23 Pages 


  (1) shares of Common Stock held in the name of Financial Edge Fund, Financial Edge Strategic, PL Capital Offshore and PL Capital Pension Plan, in Mr. Palmer’s and Mr. Lashley’s capacity as Managing Members of (A) PL Capital, the General Partner of Financial Edge Fund and Financial Edge Strategic, and (B) PL Capital Advisors, the investment advisor for Financial Edge Fund, Financial Edge Strategic and PL Capital Offshore. Messrs. Lashley and Palmer are also members of PL Capital Offshore’s Board of Directors and Trustees of PL Capital Pension Plan;

  (2) shares of Common Stock held in the name of Goodbody/PL LP, in Mr. Palmer’s and Mr. Lashley’s capacity as Managing Members of (A) Goodbody/PL LLC, the General Partner of Goodbody/PL LP and (B) PL Capital Advisors, the investment advisor for Goodbody/PL LP; and

  (3) shares of Common Stock held by Richard Lashley and Beth Lashley, as tenants in common.

        The business address of Financial Edge Fund, Financial Edge Strategic, PL Capital, PL Capital Advisors, Goodbody/PL LP, Goodbody/PL LLC, PL Capital Pension Plan, John Palmer, Richard Lashley and Beth Lashley is c/o PL Capital, 20 East Jefferson Avenue, Suite 22, Naperville, Illinois 60540. Each of Financial Edge Fund, Financial Edge Strategic, PL Capital, Goodbody/PL LP, PL Capital Advisors and Goodbody/PL LLC are engaged in various interests, including investments. PL Capital Pension Plan is a defined benefit pension plan for PL Capital.

        The business address of PL Capital Offshore is One Capital Place, P.O. Box 847GT, Grand Cayman, Cayman Islands. PL Capital Offshore is an investment company.

        The principal employment of Messrs. Palmer and Lashley is investment management with each of PL Capital, PL Capital Advisors and Goodbody/PL LLC.

        Beth Lashley is a Certified Public Accountant who is currently not employed.

        (d)     During the past five years, no member of the PL Capital Group has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

        (e)     During the past five years, no member of the PL Capital Group has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws.

        (f)     Each natural person who is a member of the PL Capital Group is a citizen of the United States.

CUSIP No. 55352P102 Page 15 of 23 Pages 


Item 3. Source and Amount of Funds or Other Consideration

        In aggregate, the PL Capital Group owns 295,959 shares of Common Stock of the Company acquired at an aggregate cost of $3,570,890.

        The amount of funds expended by Financial Edge Fund to acquire the 136,344 shares of Common Stock it holds in its name was $1,656,766. Such funds were provided from Financial Edge Fund’s available capital and from time to time by margin provided by Bear Stearns Securities Corp. (“Bear Stearns”) on such firm’s usual terms and conditions.

        The amount of funds expended by Financial Edge Strategic to acquire the 68,411 shares of Common Stock it holds in its name was $834,100. Such funds were provided from Financial Edge Strategic’s available capital.

        The amount of funds expended by PL Capital Offshore to acquire the 7,000 shares of Common Stock it holds in its name was $82,393. Such funds were provided from PL Capital Offshore’s available capital and margin provided by Bear Stearns on such firm’s usual terms and conditions.

        The amount of funds expended by Goodbody/PL LP to acquire the 70,243 shares of Common Stock it holds in its name was $854,536. Such funds were provided from Goodbody/PL LP’s available capital.

        The amount of funds expended by PL Capital Pension Plan to acquire the 1,500 shares of Common Stock it holds in its name was $18,485. Such funds were provided from PL Capital Pension Plan’s available capital.

        The amount of funds expended by Richard and Beth Lashley to acquire the 12,461 shares of Common Stock they hold in their name was $124,610. Such funds were provided from Richard and Beth Lashley’s personal funds.

        Any purchases of Common Stock made by members of the PL Capital Group using funds borrowed from Bear Stearns, if any, were made in margin transactions on that firm’s usual terms and conditions. All or part of the shares of Common Stock owned by members of the PL Capital Group may from time to time be pledged with one or more banking institutions or brokerage firms as collateral for loans made by such entities to members of the PL Capital Group. Such loans, if any, generally bear interest at a rate based upon the federal funds rate plus a margin. Such indebtedness, if any, may be refinanced with other banks or broker-dealers. As of the date of this filing, no member of the PL Capital Group has margin or other loans outstanding secured by Common Stock.

Item 4. Purpose of Transaction

        This is the PL Capital Group’s initial Schedule 13D filing. The PL Capital Group owns 5.3% of the Company, based upon the Company’s aggregate outstanding shares. PL Capital Group owns 9.5% of the outstanding shares, excluding shares held by MSB Financial, MHC. PL Capital Group’s investment in the Company is for investment purposes only.

CUSIP No. 55352P102 Page 16 of 23 Pages 


        Members of the PL Capital Group may make further purchases of shares of Common Stock, although the PL Capital Group has no present intention of ever increasing PL Capital Group’s aggregate holdings above 9.999% of the Company’s outstanding Common Stock. Members of the PL Capital Group may dispose of any or all the shares of Common Stock held by them.

        To the extent the actions described herein may be deemed to constitute a “control purpose” with respect to the Securities Exchange Act of 1934, as amended, and the regulations thereunder, the PL Capital Group has such a purpose. Except as noted in this Schedule 13D, no member of the PL Capital Group has any plans or proposals, which relate to, or would result in, any of the matters referred to in paragraphs (b) through (j), inclusive of Item (4) of Schedule 13D. Such individuals may, at any time and from time to time, review or reconsider their positions and formulate plans or proposals with respect thereto.

Item 5. Interest in Securities of the Company

        The percentages used in this Schedule 13D are calculated based upon the number of outstanding shares of Common Stock that the Company reported in its Form 10-Q filed on February 14, 2007. In this Form 10-Q, the Company reported 5,620,625 outstanding shares of Common Stock as of February 8, 2007.

        The PL Capital Group made transactions in the Common Stock within the past 60 days as noted below:

(A) Financial Edge Fund

  (a)-(b) See cover page.

  (c) Financial Edge Fund made the following purchases and sales of Common Stock in the past 60 days:

Date
 Number of Shares
Purchased/(Sold)
 Price Per Share ($)
 Total (Proceeds)/Cost($)
2007-03-09   3,264 11.54 $      37,648
2007-03-12   1,137 11.34 $      12,897
2007-03-14 11,140 11.10 $    123,669

  (d) Because Messrs. Palmer and Lashley are the Managing Members of PL Capital, the General Partner of Financial Edge Fund, they have the power to direct the affairs of Financial Edge Fund, including the voting and disposition of shares of Common Stock held in the name of Financial Edge Fund. Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor of Financial Edge Fund. Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and dispositive power with Financial Edge Fund over the shares of Common Stock that Financial Edge Fund holds.

CUSIP No. 55352P102 Page 17 of 23 Pages 


(B) Financial Edge Strategic

  (a)-(b) See cover page.

  (c) Financial Edge Strategic made the following purchases and sales of Common Stock in the past 60 days:

Date
 Number of Shares
Purchased/(Sold)
 Price Per Share ($)
 Total (Proceeds)/Cost($)
2007-03-13 4,111 11.26 $      46,284
2007-03-19 1,000 11.10 $      11,100

  (d) Because Messrs. Palmer and Lashley are the Managing Members of PL Capital, the General Partner of Financial Edge Strategic, they have the power to direct the affairs of Financial Edge Strategic, including the voting and disposition of shares of Common Stock held in the name of Financial Edge Strategic. Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor of Financial Edge Strategic. Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and dispositive power with Financial Edge Strategic over the shares of Common Stock that Financial Edge Strategic holds.

(C) PL Capital Offshore

  (a)-(b) See cover page.

  (c) PL Capital Offshore has made the following purchases or sales of Common Stock in the past 60 days:

Date
 Number of Shares
Purchased/(Sold)
 Price Per Share ($)
 Total (Proceeds)/Cost($)
2007-03-14 3,000 11.11 $      33,315

  (d) PL Capital Advisors is the investment advisor for PL Capital Offshore. Because Messrs. Palmer and Lashley are the Managing Members of PL Capital Advisors, and members of the Board of Directors of PL Capital Offshore, they have the power to direct the affairs of PL Capital Offshore. Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and dispositive power with PL Capital Offshore over the shares of Common Stock that PL Capital Offshore holds.

(D) Goodbody/PL LP

  (a)-(b) See cover page.

CUSIP No. 55352P102 Page 18 of 23 Pages 


  (c) Goodbody/PL LP made the following purchases and sales of Common Stock in the past 60 days:

Date
 Number of Shares
Purchased/(Sold)
 Price Per Share ($)
 Total (Proceeds)/Cost($)
2007-03-13 4,000 11.26 $      45,034
2007-03-14 2,000 11.11 $      22,215
2007-03-19 1,000 11.10 $      11,100

  (d) Goodbody/PL LLC is the General Partner of Goodbody/PL LP. Because Messrs. Palmer and Lashley are the Managing Members of Goodbody/PL LLC, they have the power to direct the affairs of Goodbody/PL LP. Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor of Goodbody/PL LP. Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and dispositive power with Goodbody/PL LLC over the shares of Common Stock held by Goodbody/PL LP.

(E) PL Capital

  (a)-(b) See cover page.

  (c) PL Capital has made no purchases or sales of Common Stock directly.

  (d) PL Capital is the General Partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund. Because Messrs. Palmer and Lashley are the Managing Members of PL Capital, they have the power to direct the affairs of PL Capital. Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and dispositive power with PL Capital over the shares of Common Stock held by Financial Edge Fund, Financial Edge Strategic and Focused Fund.

(F) PL Capital Advisors

  (a)-(b) See cover page.

  (c) PL Capital Advisors has made no purchases or sales of Common Stock directly.

  (d) PL Capital Advisors is the investment advisor to Financial Edge Fund, Financial Edge Strategic, Focused Fund, PL Capital Offshore and Goodbody/PL LP. Because they are the Managing Members of PL Capital Advisors, Mr. Palmer and Mr. Lashley have the power to direct the affairs of PL Capital Advisors. In addition, Mr. Palmer and Mr. Lashley are members of PL Capital Offshore’s Board of Directors. Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and dispositive power with PL Capital Advisors over the shares of Common Stock held by Financial Edge Fund, Financial Edge Strategic, Focused Fund, PL Capital Offshore and Goodbody/PL LP.

CUSIP No. 55352P102 Page 19 of 23 Pages 


(G) Goodbody/PL LLC

  (a)-(b) See cover page.

  (c) Goodbody/PL LLC has made no purchases or sales of Common Stock directly.

  (d) Goodbody/PL LLC is the General Partner of Goodbody/PL LP. Because Messrs. Palmer and Lashley are the Managing Members of Goodbody/PL LLC, they have the power to direct the affairs of Goodbody/PL LLC. Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and dispositive power with Goodbody/PL LLC over the shares of Common Stock held by Goodbody/PL LP.

(H) John W. Palmer

  (a)-(b) See cover page.

  (c) Mr. Palmer did not purchase or sell any shares of Common Stock directly.

(I) Richard J. Lashley

  (a)-(b) See cover page.

  (c) Mr. Lashley did not purchase or sell any shares of Common Stock in the past 60 days.

(J) Beth Lashley

  (a)-(b) See cover page.

  (c) Beth Lashley did not purchase or sell any shares of Common Stock in the past 60 days.

(K) PL Capital Pension Plan

  (a)-(b) See cover page.

  (c) PL Capital Pension Plan did not purchase or sell any shares of Common Stock in the past 60 days.

  (d) Because Messrs. Palmer and Lashley are the Trustees of PL Capital Pension Plan, they have the power to direct the affairs of PL Capital Pension Plan. Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and dispositive power with PL Capital Pension Plan over the shares of Common Stock that PL Capital Pension Plan holds.

CUSIP No. 55352P102 Page 20 of 23 Pages 


Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities ofthe Company.

        With respect to Financial Edge Fund and Financial Edge Strategic, PL Capital is entitled to an allocation of a portion of profits, if any. With respect to Financial Edge Fund, Financial Edge Strategic, PL Capital Offshore and Goodbody/PL LP, PL Capital Advisors is entitled to a management fee based upon a percentage of total capital. With respect to Goodbody/PL LP, Goodbody/PL LLC is entitled to an allocation of a portion of profits, if any. With respect to PL Capital Offshore, PL Capital Advisors is entitled to a portion of profits, if any.

        Other than the foregoing arrangements and the Joint Filing Agreement filed as Exhibit 1 to this filing, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Company.

Item 7. Material to be Filed as Exhibits

Exhibit No. Description
1 Joint Filing Agreement.
CUSIP No. 55352P102 Page 21 of 23 Pages 


SIGNATURES

        After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: March 23, 2007

FINANCIAL EDGE FUND, L.P.  

 		 By:  PL CAPITAL, LLC
        General Partner

 		 By:  /s/ John W. Palmer /s/ Richard J. Lashley
        John W. Palmer Richard J. Lashley
        Managing Member Managing Member
  FINANCIAL EDGE-STRATEGIC FUND, L.P.

 		 By:  PL CAPITAL, LLC
        General Partner

 		 By:  /s/ John W. Palmer /s/ Richard J. Lashley
        John W. Palmer Richard J. Lashley
        Managing Member Managing Member
PL CAPITAL OFFSHORE, LTD.

 		 By:  PL CAPITAL ADVISORS, LLC
        General Partner

 		 By:  /s/ John W. Palmer /s/ Richard J. Lashley
        John W. Palmer Richard J. Lashley
        Managing Member Managing Member
CUSIP No. 55352P102 Page 22 of 23 Pages 


 
GOODBODY/PL CAPITAL, L.P.

 		 By:  GOODBODY/PL CAPITAL, LLC
        General Partner

 		 By:  /s/ John W. Palmer /s/ Richard J. Lashley
        John W. Palmer Richard J. Lashley
        Managing Member Managing Member
GOODBODY/PL CAPITAL, LLC  

 		 By:  /s/ John W. Palmer /s/ Richard J. Lashley
        John W. Palmer Richard J. Lashley
        Managing Member Managing Member
PL CAPITAL ADVISORS, LLC  

 		 By:  /s/ John W. Palmer /s/ Richard J. Lashley
        John W. Palmer Richard J. Lashley
        Managing Member Managing Member
PL CAPITAL, LLC

 		 By:  /s/ John Palmer /s/ Richard Lashley
        John Palmer Richard Lashley
        Managing Member Managing Member

CUSIP No. 55352P102 Page 23 of 23 Pages 


 
PL CAPITAL PENSION PLAN

 		 By:  /s/ John W. Palmer /s/ Richard J. Lashley
        John W. Palmer Richard J. Lashley
        Trustee Trustee
By: /s/ John W. Palmer
John W. Palmer
By: /s/ Richard J. Lashley
Richard J. Lashley
By: /s/ Beth Lashley
Beth Lashley

EXHIBIT 1

JOINT FILING AGREEMENT

        Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that the Schedule 13D to which this Joint Filing Agreement is being filed as an exhibit shall be a joint statement filed on behalf of each of the undersigned.

Date: March 23, 2007

FINANCIAL EDGE FUND, L.P.  

 		 By:  PL CAPITAL, LLC
        General Partner

 		 By:  /s/ John W. Palmer /s/ Richard J. Lashley
        John W. Palmer Richard J. Lashley
        Managing Member Managing Member
  FINANCIAL EDGE-STRATEGIC FUND, L.P.

 		 By:  PL CAPITAL, LLC
        General Partner

 		 By:  /s/ John W. Palmer /s/ Richard J. Lashley
        John W. Palmer Richard J. Lashley
        Managing Member Managing Member
 
PL CAPITAL OFFSHORE, LTD.

 		 By:  PL CAPITAL ADVISORS, LLC
        General Partner

 		 By:  /s/ John W. Palmer /s/ Richard J. Lashley
        John W. Palmer Richard J. Lashley
        Managing Member Managing Member
GOODBODY/PL CAPITAL, L.P.

 		 By:  GOODBODY/PL CAPITAL, LLC
        General Partner

 		 By:  /s/ John W. Palmer /s/ Richard J. Lashley
        John W. Palmer Richard J. Lashley
        Managing Member Managing Member
GOODBODY/PL CAPITAL, LLC  

 		 By:  /s/ John W. Palmer /s/ Richard J. Lashley
        John W. Palmer Richard J. Lashley
        Managing Member Managing Member
 
PL CAPITAL ADVISORS, LLC  

 		 By:  /s/ John W. Palmer /s/ Richard J. Lashley
        John W. Palmer Richard J. Lashley
        Managing Member Managing Member
PL CAPITAL, LLC

 		 By:  /s/ John Palmer /s/ Richard Lashley
        John Palmer Richard Lashley
        Managing Member Managing Member
PL CAPITAL PENSION PLAN

 		 By:  /s/ John W. Palmer /s/ Richard J. Lashley
        John W. Palmer Richard J. Lashley
        Trustee Trustee
By: /s/ John W. Palmer
John W. Palmer
By: /s/ Richard J. Lashley
Richard J. Lashley
By: /s/ Beth Lashley
Beth Lashley