SCHEDULE 14A INFORMATION
                Proxy Statement Pursuant to Section 14(a) of the
                         Securities Exchange Act of 1934


Filed by the  Registrant[X]
Filed by a Party other than the Registrant[ ]
Check the appropriate box:

[   ]  Preliminary Proxy Statement
[   ]  Confidential, for Use of the Commission Only (as permitted by Rule
       14a-6(e)(2))
[ X ]  Definitive Proxy Statement
[   ]  Definitive Additional Materials
[   ]  Soliciting Material Pursuant toss. 240.14a-11(c) orss. 240.14a-12

                               ASB FINANCIAL CORP.
                       -----------------------------------
                (Name of Registrant as Specified In Its Charter)

    -------------------------------------------------------------------------
     (Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[ X ]   No fee required.
[   ]   Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and O-11.

        1)    Title of each class of securities to which transaction applies:
              ---------------------------------------------------------------
        2)    Aggregate number of securities to which transaction applies:
              ---------------------------------------------------------------
        3)    Per unit price or other  underlying value of  transaction computed
              pursuant to Exchange  Act Rule O-11 (Set forth the amount on which
              the filing fee is calculated and state how it was determined):
              ---------------------------------------------------------------
        4)    Proposed maximum aggregate value of transaction:
              ---------------------------------------------------------------
        5)    Total fee paid:
              ---------------------------------------------------------------

[  ]    Fee paid previously with preliminary materials.
[  ]    Check box if any part of the fee is offset as provided by Exchange  Act
        Rule O-11(a)(2) and identify the filing for which the offsetting fee was
        paid previously.  Identify the previous filing by registration statement
        number, or the Form or Schedule and the date of its filing.

        1)    Amount Previously Paid:
              --------------------------------------
        2)    Form, Schedule or Registration Statement No.:
              --------------------------------------
        3)    Filing Party:
              --------------------------------------
        4)    Date Filed:
              --------------------------------------

<PAGE>


                               ASB FINANCIAL CORP.
                             503 Chillicothe Street
                             Portsmouth, Ohio 45662
                                 (740) 354-3177

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

         Notice is hereby given that the 2000 Annual Meeting of  Shareholders of
ASB  Financial  Corp.  ("ASB")  will be held at the Best  Western  Motor  Inn of
Portsmouth, U.S. Route 23 North, Portsmouth, Ohio 45662, on October 25, 2000, at
11:00 a.m., local time (the "Annual Meeting"),  for the following purposes,  all
of which are more completely set forth in the accompanying Proxy Statement:

1.   To elect five directors of ASB for terms expiring in 2001;

2.   To ratify the  selection  of Grant  Thornton LLP as the auditors of ASB for
     the current fiscal year; and

3.   To  transact  such other  business as may  properly  come before the Annual
     Meeting or any adjournments thereof.

         Only  shareholders  of ASB of record at the close of business on August
31,  2000,  will be  entitled  to  receive  notice of and to vote at the  Annual
Meeting and at any adjournments thereof. Whether or not you expect to attend the
Annual  Meeting,  we urge  you to  consider  the  accompanying  Proxy  Statement
carefully and to SIGN,  DATE AND PROMPTLY RETURN THE ENCLOSED PROXY SO THAT YOUR
SHARES MAY BE VOTED IN ACCORDANCE  WITH YOUR WISHES AND THE PRESENCE OF A QUORUM
MAY BE  ASSURED.  The giving of a Proxy  does not  affect  your right to vote in
person in the event you attend the Annual Meeting.


                                         By Order of the Board of Directors




Portsmouth, Ohio                         Robert M. Smith, President
September 8, 2000


<PAGE>

                               ASB FINANCIAL CORP.
                             503 Chillicothe Street
                             Portsmouth, Ohio 45662
                                 (740) 354-3177

                                 PROXY STATEMENT


                                     PROXIES

         The enclosed Proxy is being  solicited by the Board of Directors of ASB
Financial  Corp.  ("ASB") for use at the 2000 Annual Meeting of  Shareholders of
ASB to be held at the Best Western Motor Inn of Portsmouth, U.S. Route 23 North,
Portsmouth,  Ohio 45662, on October 25, 2000, at 11:00 a.m.,  local time, and at
any  adjournments  thereof (the "Annual  Meeting").  Without  affecting any vote
previously  taken,  the Proxy may be revoked by a shareholder  executing a later
dated proxy which is received by ASB before the Proxy is  exercised or by giving
notice of  revocation  to ASB in writing or in open meeting  before the Proxy is
exercised. Attendance at the Annual Meeting will not, of itself, revoke a Proxy.

         Each properly  executed  Proxy received prior to the Annual Meeting and
not revoked  will be voted as  specified  thereon or, in the absence of specific
instructions to the contrary, will be voted:

               FOR the reelection of William J. Burke,  Lee O. Fitch,  Gerald R.
               Jenkins,  Louis  M.  Schoettle,  M.D.  and  Robert  M.  Smith  as
               directors of ASB for terms expiring in 2001; and

               FOR the  ratification  of the  selection  of Grant  Thornton  LLP
               ("Grant  Thornton") as the auditors of ASB for the current fiscal
               year.

         Proxies may be solicited by the directors, officers and other employees
of ASB and American Savings Bank, fsb  ("American"),  in person or by telephone,
telegraph  or mail only for use at the Annual  Meeting.  The Proxies will not be
used for any other meeting. The cost of soliciting Proxies will be borne by ASB.

         Only  shareholders  of record as of the close of business on August 31,
2000 (the "Voting  Record  Date"),  are entitled to vote at the Annual  Meeting.
Each such  shareholder  will be entitled to cast one vote for each share  owned.
ASB's records  disclose that, as of the Voting Record Date, there were 1,569,558
votes entitled to be cast at the Annual Meeting.

         This Proxy Statement is first being mailed to shareholders of ASB on or
about September 14, 2000.










                                       1
<PAGE>
                                  VOTE REQUIRED

Election of Directors

         Under Ohio law and ASB's Code of Regulations (the  "Regulations"),  the
five  nominees  receiving  the  greatest  number  of votes  will be  elected  as
directors.  Shares as to which the  authority  to vote is  withheld  will not be
counted  toward  the  election  of  directors  or  toward  the  election  of the
individual  nominees specified on the Proxy. If the accompanying Proxy is signed
and dated by the shareholder but no vote is specified  thereon,  the shares held
by such shareholder will be voted FOR the reelection of the five nominees.

Ratification of Selection of Auditors

         The affirmative  vote of the holders of a majority of the shares of ASB
represented  in person or by proxy at the Annual  Meeting is necessary to ratify
the  selection of Grant  Thornton as the auditors of ASB for the current  fiscal
year. The effect of an abstention is the same as a vote against ratification. If
the  accompanying  Proxy is signed and dated by the  shareholder  but no vote is
specified  thereon,  the shares held by such  shareholder  will be voted FOR the
ratification of the selection of Grant Thornton as auditors.


              VOTING SECURITIES AND OWNERSHIP OF CERTAIN BENEFICIAL
                              OWNERS AND MANAGEMENT

         The following table sets forth certain  information with respect to the
only  persons  known to ASB to own  beneficially  more than five  percent of the
outstanding common shares of ASB as of August 31, 2000:
<TABLE>
<CAPTION>

                                      Amount and nature of                Percent of
Name and Address                       Beneficial ownership           Shares outstanding
<S>                                            <C>                           <C>
ASB Financial Corp. Employee
   Stock Ownership Plan
1201 Broadway                              157,282 (1)                      10.02%
Quincy, Illinois 62301
</TABLE>


---------------------------

(1)  Includes  64,778  unallocated  shares with  respect to which First  Bankers
     Trust,  N.A., as the Trustee for the ASB  Financial  Corp.  Employee  Stock
     Ownership  Plan (the "ESOP"),  has sole voting  power.  First Bankers Trust
     Company,  N.A. (the "ESOP Trustee"),  has shared  investment power over all
     shares held in the ESOP Trust and sole voting power over shares held in the
     ESOP  Trust  which  have  not  been  allocated  to  the  accounts  of  ESOP
     participants.





                                       2
<PAGE>
         The following table sets forth certain  information with respect to the
number of common shares of ASB beneficially owned by each director of ASB and by
all directors and executive officers of ASB as a group as of August 31, 2000:

<TABLE>
<CAPTION>


                                                        Amount and nature of                     Percent of
Name and Address (1)                                    Beneficial ownership (2)           shares outstanding (3)
--------------------                                   -------------------------          ----------------------
<S>                                                              <C>                                <C>
William J. Burke                                              22,799 (4)                            1.44%
Lee O. Fitch                                                  66,157 (5)                            4.20
Gerald R. Jenkins                                             74,284 (6)                            4.63
Louis M. Schoettle, M.D.                                      34,843 (7)                            2.21
Robert M. Smith                                               60,082 (8)                            3.75
All directors and executive
    officers of ASB
    as a group (8 persons)                                   314,231 (9)                           18.67

</TABLE>

---------------------------

(1)  Each of the persons listed in this table may be contacted at the address of
     ASB.

(2)  All shares are owned  directly with sole voting or investment  power unless
     otherwise indicated by footnote.

(3)  Assumes a total of 1,569,558 common shares outstanding,  plus the number of
     shares  such  person or group has the right to acquire  within 60 days,  if
     any.

(4)  Includes 9,427 shares which may be acquired upon the exercise of an option.

(5)  Includes  2,357 shares which may be acquired upon the exercise of an option
     and 33,543  shares held by the MRP as to which Mr. Fitch has shared  voting
     power as a Trustee of the MRP.

(6)  Includes  35,259  shares  which may be  acquired  upon the  exercise  of an
     option,  1,543 shares owned by Mr.  Jenkins' spouse and 22,400 shares as to
     which Mr. Jenkins has shared voting and investment power.

(7)  Includes  9,427 shares which may be acquired upon the exercise of an option
     and  25,416  shares  as to  which  Dr.  Schoettle  has  shared  voting  and
     investment power.

(8)  Includes  34,153  shares  which may be  acquired  upon the  exercise  of an
     option,  3,533 shares owned by Mr.  Smith's  spouse and 15,517 shares as to
     which Mr. Smith has shared voting and investment power.

(9)  Includes 113,788 shares which may be acquired upon the exercise of options,
     33,543 shares held by the MRP as to which Mr. Fitch has shared voting power
     as  Trustee  of the MRP and  63,333  shares  as to which the  officers  and
     directors of ASB have shared voting and investment power.



                                        3
<PAGE>
                               BOARD OF DIRECTORS

Election of Directors

         Prior to the death of Victor W. Morgan,  a director of ASB from 1995 to
October 1998, the Board of Directors consisted of six directors divided into two
classes.  As  provided by the  Regulations,  the Board has reduced the number of
directors to five and, pursuant to Ohio law, there is now only a single class of
directors who must be reelected annually. In accordance with Section 2.03 of the
Regulations,  nominees  for election as  directors  may be proposed  only by the
directors or by a shareholder entitled to vote for directors if such shareholder
has  submitted a written  nomination to the Secretary of ASB by the later of the
August 15th  immediately  preceding the annual  meeting of  shareholders  or the
sixtieth day before the first  anniversary  of the most recent annual meeting of
shareholders  held for the election of directors.  Each such written  nomination
must state the name,  age,  business or residence  address of the  nominee,  the
principal  occupation or employment of the nominee,  the number of common shares
of ASB owned  either  beneficially  or of record  by each such  nominee  and the
length of time such shares have been so owned.

         Each of the  directors  of ASB is also a  director  of  American.  Each
nominee  became a director of ASB in connection  with the conversion of American
from mutual to stock form (the  "Conversion")  and the  formation  of ASB as the
holding company for American.

         The Board of Directors proposes the reelection of the following persons
to serve as directors of ASB until the annual  meeting of  shareholders  in 2001
and until their successors are duly elected and qualified or until their earlier
resignation, removal from office or death:


<TABLE>
<CAPTION>
                                                                                        Director
                                                                                        of ASB
Name                               Age (1)            Position(s) held                   since
----                               -------            ----------------                   -----
<S>                                   <C>                <C>                               <C>
William J. Burke                      59              Director                            1995
Lee O. Fitch                          84              Director                            1995
Gerald R. Jenkins                     65              Chairman of the Board               1995
Louis M. Schoettle, M.D.              74              Director                            1995
Robert M. Smith                       54              Director and President              1995
</TABLE>

-----------------------------

(1)  As of September 15, 2000.


     If any  nominee  is unable  to stand for  election,  any  Proxies  granting
authority  to vote for such  nominee  will be voted for such  substitute  as the
Board of Directors recommends.

     Mr.  Burke is a director,  the chief  executive  officer and the  marketing
manager  of  OSCO  Industries,  Inc.,  a  manufacturing  company  which  has its
principal  place of business in  Portsmouth,  Ohio. He has been employed by OSCO
Industries, Inc., since 1977.

     Mr. Fitch is a  shareholder  and director of the law firm of Miller,  Searl
and Fitch, L.P.A. He has practiced law with Miller, Searl and Fitch since 1950.


                                       4
<PAGE>

     Mr. Jenkins retired as the President and Chief Executive Officer of ASB and
American  effective  January 1998. Prior to becoming  President in 1983, he held
various positions at American including Secretary and Vice President.

     Dr. Schoettle is a physician. He retired from active practice in 1994 after
over 35 years of practicing medicine in Portsmouth.  Dr. Schoettle also owns and
operates a 1,100 acre farm.

     Mr. Smith has been  employed by American  since 1966 and is  currently  the
President and Chief  Executive  Officer of American.  In 1998, he was also named
the President of ASB. Prior  positions  held by Mr. Smith with American  include
Secretary, Treasurer and Executive Vice President.

Meetings of Directors

     The Board of Directors  of ASB met ten times for  regularly  scheduled  and
special meetings.

     Each director of ASB is also a director of American. The Board of Directors
of American met twelve times for regularly scheduled and special meetings during
the fiscal year ended June 30, 2000.

Committees of Directors

     The Audit Committee,  Compensation  Committee and Executive Committee serve
both the Board of ASB and the Board of American.  The full Board of Directors of
ASB serves as a nominating committee.

     The Audit Committee  recommends audit firms to the full Boards of Directors
and reviews and approves the annual independent audit report. The members of the
Audit Committee are Mr. Fitch, Mr. Burke and Dr. Schoettle.  The Audit Committee
met once during the fiscal year ended June 30, 2000.

     The  Compensation  Committee is comprised of Mr.  Fitch,  Mr. Burke and Dr.
Schoettle.   The  function  of  the  Compensation   Committee  is  to  determine
compensation for American's  executive  officers and to make  recommendations to
the Boards of Directors regarding employee  compensation  matters, to administer
the ASB  Financial  Corp.  Stock Option and  Incentive  Plan (the "Stock  Option
Plan") and to administer  the MRP. The  Compensation  Committee met twice during
the fiscal year ended June 30, 2000.

     All  directors  are  members  of the  Executive  Committee.  The  Executive
Committee  is  authorized  to act on behalf of the Boards of  Directors  between
regular meetings of the Boards. The Executive Committee met six times during the
fiscal year ended June 30, 2000.










                                       5
<PAGE>
                               EXECUTIVE OFFICERS

         In addition to Mr. Smith,  the President of both ASB and American,  the
following  persons  are  executive  officers  of ASB and  American  and hold the
designated positions:
<TABLE>
<CAPTION>

Name                          Age (1)            Position(s) held
<S>                              <C>                     <C>
Carlisa R. Baker                 38              Treasurer of American and ASB

Mary Kathryn Fish                49              Secretary of American and ASB

Jack A. Stephenson               48              Vice President/Lending of American
</TABLE>


-----------------------------

(1)  As of September 15, 2000.


     Ms.  Baker has been  employed by  American  since  1979.  In 1993,  she was
promoted  to her  present  position  as  Treasurer.  In  that  capacity,  she is
responsible for American's  accounting  department.  Ms. Baker has served as the
Treasurer of ASB since November 1995.

     Ms. Fish has been employed by American since 1984.  She is responsible  for
American's  deposit  activities.  She has also  served as  American's  corporate
Secretary since 1993 and ASB's corporate Secretary since January 1995.

     Mr.  Stephenson has been employed by American since 1987. Since 1988 he has
served as American's Vice President responsible for lending activities.


                COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

Executive Compensation

         The  following  table  sets  forth the  compensation  paid to Robert M.
Smith,  the President of ASB and  American,  for the fiscal years ended June 30,
2000, 1999 and 1998. No other  executive  officer of ASB earned salary and bonus
in excess of $100,000 during such periods.

<TABLE>
<CAPTION>

                           Summary Compensation Table
                           --------------------------

                              ----------------------------------------------------------------------------------------------
                                          Annual compensation            Long term compensation             All other
                                                                                                         compensation (1)
                              ----------------------------------------------------------------------------------------------
                                                                                 Awards
                                                                    --------------------------------
Name and principal              Year    Salary ($)   Bonus ($)       Restricted         Securities
position                                                            Stock awards        underlying
                                                                        ($)          options/SARs (#)
                              ----------------------------------------------------------------------------------------------
<S>                              <C>        <C>        <C>              <C>                 <C>                 <C>
Robert M. Smith                 2000     $106,500     $10,000            --                   --               $52,120 (2)
   President                    1999      $96,750      $5,000            --                   --               $47,451 (3)
                                1998      $83,800      $3,100            --               44,634 (4)           $40,582 (5)
</TABLE>


--------------------------
(Footnotes on next page)



                                       6
<PAGE>

(1)  Does not  include  amounts  attributable  to other  miscellaneous  benefits
     received by Mr. Smith,  the cost of which was less than 10% of their annual
     salary and bonus.

(2)  Consists of directors'  fees of $19,800 and the $32,320  aggregate value of
     allocations to Mr. Smith's account under the ESOP.

(3)  Consists of directors'  fees of $19,500 and the $27,951  aggregate value of
     allocations to Mr. Smith's account under the ESOP.

(4)  Represents the number of common shares of ASB underlying options granted to
     Mr.  Smith  pursuant to the Stock  Option Plan during the fiscal year ended
     June 30, 1997.

(5)  Consists of directors'  fees of $18,900 and the $21,692  aggregate value of
     allocations to Mr. Smith's account under the ESOP. Represents an adjustment
     to the number of common  shares of ASB  underlying  options  granted to Mr.
     Smith  during the year ended June 30,  1996.  Pursuant  to the terms of the
     Stock  Option Plan,  the Board of  Directors  adjusted the number of shares
     covered by, and the exercise price of, the options  granted to Mr. Smith in
     fiscal 1996 in  connection  with the tax free return of capital paid by ASB
     in fiscal 1997.

Salary Plan

         American maintains a non-qualified  retirement plan (the "Salary Plan")
for the benefit of Messrs. Jenkins and Smith and a retired employee of American.
The Plan provides for continued monthly  compensation to an employee,  or his or
her  beneficiary,  for 180  months  following  the  employee's  retirement  from
American at age 65, provided the employee has completed 15 consecutive  years of
service to  American.  The Salary  Plan  provides  for a reduced  benefit if the
employee retires after age 55 and before age 65. If the employee's employment is
terminated  prior to the  employee  attaining  age 55 for any reason  other than
total  disability or death, the employee is not entitled to receive any benefits
under the Salary Plan.  The benefit  payable to Mr. Smith under the Salary Plan,
assuming his retirement at age 65, is $5,000 per month for 180 months.

Stock Option Plan

         At the 1995 Annual  Meeting of  Shareholders  of ASB, the  Shareholders
approved  the Stock Option  Plan.  Pursuant to the Stock  Option  Plan,  171,396
common  shares were reserved for issuance by ASB upon the exercise of options to
be granted to certain directors, officers and employees of American and ASB from
time to time under the Stock Option Plan.








                                       7
<PAGE>
         The  following  table sets forth  information  regarding the number and
value of unexercised options held by Mr. Smith at June 30, 2000:

<TABLE>
<CAPTION>

 Aggregated Option/SAR Exercises in Last Fiscal Year and 6/30/99 Option /SAR Values


                                                                  Number of Securities        Value of Unexercised In-the
                                                                 Underlying Unexercised           Money Options/SARs
Name                    Shares Acquired          Value          Options/SARs at 6/30/00 (#)        at 6/30/00 ($)(1)
                        on Exercise (#)       Realized ($)      Exercisable/Unexercisable       Exercisable/Unexercisable
--------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>                 <C>                       <C>                               <C>
Robert M. Smith               -0-                 N/A                    34,153/9,427                         N/A
</TABLE>


--------------------------

(1)  On June 30, 2000, the fair market value of the unexercised  options did not
     exceed the $10.08 exercise price of the options.

Management Recognition Plan

         At the 1995 Annual Meeting of the Shareholders of ASB, the shareholders
approved the MRP. With funds  contributed by American,  the MRP purchased 68,558
common shares,  34,963 of which were awarded to directors and executive officers
of ASB and  American  during  the 1996  fiscal  year.  Unless  the  Compensation
Committee  specifies  a longer  time  period at the time of an award of  shares,
one-fifth of such shares will be earned and non-forfeitable on each of the first
five anniversaries of the date of the award.

Employee Stock Ownership Plan

         ASB  established  the ESOP for the benefit of  employees of ASB and its
subsidiaries, including American, who are age 21 or older and who have completed
at least one year of service with ASB and its subsidiaries. The ESOP provides an
ownership   interest  in  ASB  to  all  full-time   employees  of  ASB  and  its
subsidiaries.  As of August 31, 2000, 92,504 of the 157,407 common shares of the
Company  held  in  the  ESOP  Trust  had  been  allocated  to  the  accounts  of
participants.

Director Compensation

         Each director currently receives a fee of $450 per month for service as
a  director  of ASB and a fee of $1,200 per month for  service as a director  of
American.  In addition,  each member of American's Audit Committee  receives $50
per committee meeting attended.

         In December 1981 American  instituted a deferred  compensation  benefit
plan  pursuant to which the directors  could defer  payment of their  director's
fees.  Effective  April  14,  1995,  each of the  five  directors  entered  into
agreements  with  American  which  restated such plan,  transferred  all amounts
previously deferred to a trust, and provided that all future deferred amounts be
contributed to the trust.  The amounts  deferred will be used to purchase common
shares of ASB at various times throughout the year.  Dividends on ASB shares, to
the extent permitted by law and regulations governing ASB's operations, shall be
reinvested  in ASB  shares.  One month  after a director  ceases to be an active
director of American,  American  shall pay the director's  deferred  amount in a
lump sum, or at the director's option, in equal monthly payments for a period of


                                       8
<PAGE>

not less than five nor more than ten years. The deferred amount shall be paid in
common shares of ASB unless American shall deem it prudent to convert the shares
into cash.

         If a director  dies while  serving as a  director  of  American,  equal
monthly  payments  for a  period  of ten  years  will be made to the  director's
beneficiary.  Such death  benefit  payments  will total the amount the  director
would have received if he had retired on the day of his death.


                              SELECTION OF AUDITORS

         The Board of Directors has selected  Grant  Thornton as the auditors of
ASB for the current fiscal year and recommends that the shareholders  ratify the
selection.  Management  expects that a representative  of Grant Thornton will be
present at the Annual Meeting,  will have the opportunity to make a statement if
he or she so desires and will be available to respond to appropriate questions.


                   PROPOSALS OF SHAREHOLDERS AND OTHER MATTERS

         If a  qualified  shareholder  of ASB intends to submit a proposal to be
considered  for  inclusion  in ASB's form of Proxy and in ASB's Proxy  Statement
(the "Proxy  Materials") for the 2001 Annual Meeting of Shareholders  (the "2001
Annual  Meeting"),  such  proposal must be received by ASB no later than May 12,
2001. If a shareholder  intends to present a proposal at the 2001 Annual Meeting
of Shareholders and the proposal was not included in the Proxy Materials,  ASB's
management  proxies  for the 2001 Annual  Meeting  will still be entitled to use
their  discretionary  voting  authority  to vote on such  proposal  despite  the
exclusion of any discussion of the matter in the Proxy Materials if the proposal
is not received by ASB before August 4, 2001.

         Management  knows of no other  business which may be brought before the
Annual  Meeting.  It is the intention of the persons named in the enclosed Proxy
to vote such Proxy in  accordance  with their best judgment on any other matters
which may be brought before the Annual Meeting.

         IT IS IMPORTANT THAT PROXIES BE RETURNED  PROMPTLY.  WHETHER OR NOT YOU
EXPECT TO ATTEND  THE  MEETING  IN  PERSON,  YOU ARE URGED TO FILL IN,  SIGN AND
RETURN THE PROXY IN THE ENCLOSED SELF-ADDRESSED ENVELOPE.


                                             By Order of the Board of Directors




Portsmouth, Ohio                             Robert M. Smith, President
September 8, 2000




                                       9
<PAGE>


                                 REVOCABLE PROXY

         THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
                               ASB FINANCIAL CORP.

             ASB FINANCIAL CORP. 2000 ANNUAL MEETING OF SHAREHOLDERS
                                OCTOBER 25, 2000

         The  undersigned  shareholder  of ASB Financial  Corp.  ("ASB")  hereby
constitutes and appoints the Proxy Committee of ASB, or any single member of the
Proxy  Committee,  as the Proxy or Proxies of the undersigned with full power of
substitution and  resubstitution,  to vote at the Annual Meeting of Shareholders
of ASB to be held at the Best Western  Motor Inn of  Portsmouth,  U.S.  Route 23
North,  Portsmouth,  Ohio 45662,  on October  25,  2000,  at 11:00 a.m.  Eastern
Daylight  Time  (the  "Annual  Meeting"),  all of the  shares  of ASB  which the
undersigned  is entitled to vote at the Annual  Meeting,  or at any  adjournment
thereof, on each of the following  proposals,  all of which are described in the
accompanying Proxy Statement:

1.   The election of five directors for terms expiring in 2001:

     [  ]   FOR all nominees                      [  ]    WITHHOLD authority to
            listed below                                  vote for all nominees
            (except as marked to the                      listed below:
                 contrary below):

                                William J. Burke
                                  Leo O. Fitch
                                Gerald R. Jenkins
                            Louis M. Schoettle, M.D.
                                 Robert M. Smith

(INSTRUCTION:  To withhold authority to vote for any individual  nominee,  write
that nominee's name in the space provided below).

-----------------------------------------------------------------------

2.   The  ratification of the selection of Grant Thornton LLP,  certified public
     accountants, as the auditors of ASB for the current fiscal year.


      [  ]   FOR               [  ]   AGAINST                  [  ]  ABSTAIN

3.   In their  discretion,  upon such other business as may properly come before
     the Annual Meeting or any adjournments thereof.

         IMPORTANT: Please sign and date this Proxy on the reverse side.


                                       10
<PAGE>

         The Board of  Directors  recommends  a vote "FOR" the  nominees and the
proposal listed on the reverse side.

         This  Proxy,  when  properly  executed,  will be  voted  in the  manner
directed herein by the undersigned shareholder.  Unless otherwise specified, the
shares will be voted FOR proposals 1 and 2.

                  All Proxies  previously  given by the  undersigned  are hereby
revoked. Receipt of the Notice of the 2000 Annual Meeting of Shareholders of ASB
and of the accompanying Proxy Statement is hereby acknowledged.

         Please sign exactly as your name appears on your Stock  Certificate(s).
Executors, Administrators, Trustees, Guardians, Attorneys and Agents should give
their full titles.



----------------------------                ------------------------------
Signature                                            Signature


Dated: _____________________                Dated: _______________________


PLEASE SIGN,  DATE AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED  ENVELOPE.  NO
POSTAGE IS REQUIRED FOR MAILING IN THE U.S.A.









                                       11