From: Charlie Cook [ccook@marshallsavings.com]
Sent: Thursday, November 21, 2002 3:03 PM
To: rule-comments@sec.gov
Subject: File No. S7-40-02


Jonathan G. Katz, Secretary
U.S. Securities and Exchange Commission	
450 Fifth St., N.W.
Washington, D.C.  20549-0609

Re:  File No. S7-40-02

	Via E-mail:  rule-comments@sec.gov

Dear Mr. Secretary:

I represent MSB Financial, Inc., a small unitary thrift holding company located in 
Marshall, Michigan.  We are a public company and trade on the NASDAQ SmallCap Market 
under the symbol "MSBF."  Our total company assets are approximately $105 million 
and our service area represents a popluation of approximately 20,000 people.

Your are being contacted to express concern regarding the proposed requirement to 
have a "financial expert" on our Audit Committee.  Under the proposed rule, it will 
be next to impossible for our small company (and hundreds of other) to engage such 
a person. 

We do have several Board members we deem financially literate, however do not have 
experience in auditing or performing CFO functions for public companies.  These are 
excellent members of our Board and Audit Committee, as atested to by the success 
of our company.

We do respectfully request that the "financial expert" requirement be less strictly 
interpreted.

Thank you for your consideration.

Sincerely,

Charles B. Cook, President & CEO
MSB Financial, Inc.
107 N. Park St.
Marshall, MI  49068