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


                   FORM 10-Q


X   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934


        For the quarterly period ended:  JUNE 30, 1997

                       OR

    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
    SECURITIES EXCHANGE ACT OF 1934


       Commission file number:    0-21714

             CSB Bancorp, Inc.
(Exact name of registrant as specified in its charter)

      Ohio                             34-1687530
(State or other jurisdiction of   (I.R.S. Employer Identification 
incorporation or organization)     Number)

6 W. Jackson Street, P.O. Box 232, Millersburg, Ohio  44654
     (Address of principal executive offices)

                    (330) 674-9015
             (Registrant's telephone number)

Indicate by check mark whether the registrant (1) filed all reports
required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90
days.

                  x   Yes           No

Indicate the number of shares outstanding of each of the
registrant's classes of common stock, as of the latest practicable
date.

Common stock, $6.25 par value    1,303,041 shares outstanding at
                                 August 8,1997.


                              FORM 10-Q
                     QUARTER ENDED JUNE 30, 1997




                       Part I - Financial Information


ITEM 1 - FINANCIAL STATEMENTS (Unaudited)             Page

Consolidated Balance Sheets                             3

Consolidated Statements of Income                       4

Condensed Consolidated Statements of Changes in
Shareholders' Equity                                    6

Condensed Consolidated Statements of Cash Flows         7

Notes to the Consolidated Financial Statements          8


ITEM 2 -  MANAGEMENT'S DISCUSSION AND ANALYSIS 
OF FINANCIAL CONDITION AND RESULTS OF 
OPERATIONS                                             14



                Part II - Other Information

Other Information                                      18

Signatures                                             20

<PAGE>
<TABLE>

                            CONSOLIDATED BALANCE SHEETS
                                  (Unaudited)

<CAPTION>
  
                                                         June 30,           December 31,
                                                           1997                  1996
<S>                                                     <C>                   <C>
ASSETS
Cash and noninterest-bearing deposits with banks        $  6,689,245          $  7,647,790
Interest-bearing deposits with banks                         168,277             5,669,966
Federal funds sold                                         5,450,000            17,000,000
                                                         -----------          ------------
   Total cash and cash equivalents                        12,307,522            30,317,756
Time deposits with banks                                   3,000,000             3,000,000
Securities available for sale, at fair value              30,941,056            14,890,413
Securities held to maturity (Estimated fair values of
  $53,448,149 in 1997 and $37,970,342 in 1996)            52,721,182            37,493,467
Total loans                                              166,800,843           165,151,298
Allowance for loan losses                                  2,223,924             2,120,845
                                                         -----------           -----------
   Net loans                                             164,576,919           163,020,453
Premises and equipment, net                                2,798,034             2,563,216
Accrued interest receivable and other assets               3,869,360             2,849,875
                                                         -----------           -----------
    Total assets                                        $270,214,073          $254,135,180
                                                        ============           ===========

LIABILITIES
Deposits
  Noninterest-bearing                                   $ 21,322,910          $ 21,391,610
  Interest-bearing                                       205,102,847           191,947,974
                                                         -----------           -----------
     Total                                               226,425,757           213,339,584
Securities sold under agreements to repurchase             5,060,044             4,738,173
Federal Home Loan Bank borrowings                         12,257,758            11,741,515
Accrued interest payable and other liabilities             1,025,542               889,428
                                                         -----------           -----------
   Total liabilities                                     244,769,101           230,708,700


SHAREHOLDERS' EQUITY
Common stock ($6.25 par value; 3,000,000 shares
  authorized; 1,306,241 and 1,298,372 shares 
  issued in 1997 and 1996, respectively)                   8,164,008             8,114,826
Additional paid-in capital                                 4,774,086             4,520,502
Retained earnings                                         12,534,286            10,818,500
Treasury stock at cost: 3,200 shares                         (56,000)              (56,000)
Unrealized gain on securities available
 for sale, net of tax                                         28,592                28,652
                                                          ----------            ----------
   Total shareholders' equity                             25,444,972            23,426,480
                                                          ----------            ----------
   Total liabilities and shareholders' equity           $270,214,073          $254,135,180

                                                         ===========          =============
</TABLE>
See notes to the consolidated financial statements.

<TABLE>

                            CONSOLIDATED STATEMENTS OF INCOME
                                     (Unaudited)

<CAPTION>

                                   Three Months Ended               Six Months Ended
                                        June 30,                        June 30,
                                    1997        1996             1997              1996
<S>                             <C>           <C>             <C>              <C>
Interest income
  Interest and fees on loans    $4,066,951    $3,868,580      $ 8,101,361      $7,796,561
  Interest on securities
     Taxable                       897,670       461,259        1,505,016       1,008,216
     Nontaxable                    344,309       252,096          621,999         497,708
  Other interest income            148,649       171,972          460,397         263,295
                                 ---------     ---------       ----------       ---------
     Total interest income       5,457,579     4,753,907       10,688,773       9,565,780
                                 ---------     ---------       ----------       ---------
Interest expense
  Interest on deposits           2,426,912     1,996,777        4,704,140       4,097,284
  Other interest expense           240,058       137,945          479,086         222,703
                                 ---------     ---------       ----------       ---------
    Total interest expense       2,666,970     2,134,722        5,183,226       4,319,987
                                 ---------     ---------       ----------       ---------
Net interest income              2,790,609     2,619,185        5,505,547       5,245,793

Provision for loan losses (Note 4)  98,736       100,000          200,424         200,000
                                  --------      --------        ----------       ---------  
Net interest income after 
  provision for loan losses      2,691,873     2,519,185        5,305,123       5,045,793
                                 ---------     ---------        ---------       ----------
Other income
  Service charges on deposit
     accounts                      164,118       153,967          335,782         302,462
  Other operating income           128,495       125,939          214,424         226,889
  Gain on sale of loans                                           220,176
  Security losses                                 (6,069)                          (7,763)
                                 ---------     ---------        ---------       ----------
      Total other income           292,613       273,837          770,382         521,588
                                 ---------     ---------        ---------       ----------
Other expense
  Salaries and employee benefits   777,962       751,489        1,514,804       1,470,955
  Occupancy expense                 73,607        90,138          157,349         186,295
  Equipment expense                114,026       112,657          221,949         218,177
  State franchise tax               86,752        76,440          169,111         141,750
  Other operating expense          488,802       459,905          970,674         889,219
                                 ---------     ---------       ----------      ----------
     Total other expense         1,541,149     1,490,629        3,033,887       2,906,396
                                 ---------     ---------       ----------      -----------
</TABLE>

See notes to the consolidated financial statements.

<TABLE>
                        CONSOLIDATED STATEMENTS OF INCOME (CONTINUED)
                                      (Unaudited)

<CAPTION>

                                      Three Months Ended               Six Months Ended
                                           June 30,                         June 30,
                                     1997          1996            1997              1996
<S>                                <C>          <C>             <C>               <C>
Income before federal income taxes $1,443,337   $1,302,393      $3,041,618        $2,660,985

Provision for income taxes            460,001      413,200         883,701           807,800
                                   ----------    ---------      ----------         ---------
Net income                         $  983,336   $  889,193      $2,157,917        $1,853,185
                                   ==========    =========      ==========         =========
Earnings per common share          $      .76   $      .69      $     1.66        $     1.44
                                   ==========    =========      ==========         =========

Weighted average shares 
  outstanding                       1,301,402    1,287,512       1,298,845         1,286,586
                                   ==========   ==========      ==========         =========

</TABLE>

See notes to the consolidated financial statements.

<TABLE>

                           CONDENSED CONSOLIDATED STATEMENTS OF CHANGES 
                                   IN SHAREHOLDERS' EQUITY
                                         (Unaudited)

<CAPTION>

                                          Three Months Ended            Six Months Ended
                                                June 30,                      June 30,
                                       1997              1996          1997            1996
<S>                                <C>              <C>             <C>            <C>
Balance at beginning of period     $24,518,736      $21,173,226     $23,426,480    $20,342,763

Net income                             983,336          889,193       2,157,917      1,853,185

Common stock issued under
  the dividend reinvestment
  program and 401(k) plan               79,794           43,881         302,766        103,811

Cash dividends ($.170 and $.340
  per share in 1997; $.125 and
  $.250 per share in 1996)            (221,227)        (160,920)       (442,131)      (321,599)

Change in unrealized gain/loss
  on securities available for sale      84,333          (46,572)            (60)       (79,352)
                                    ----------      -----------      -----------    -----------
Balance at end of period           $25,444,972      $21,898,808     $25,444,972    $21,898,808
                                    ===========     ===========      ==========    ============
</TABLE>
See notes to the consolidated financial statements.

<TABLE>

                            CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                              (Unaudited)

<CAPTION>

                                                           Six Months Ended
                                                              June 30,
                                                          1997         1996
<S>                                                   <C>            <C>
Net cash from operating activities                    $  1,359,203   $ 2,310,067

Investing activities
  Securities available for sale
   Proceeds from maturities                              3,000,000     4,000,000
   Purchases                                           (18,957,238)   (3,457,641)
  Securities held to maturity
   Proceeds from maturities, calls and repayments        4,906,150     7,162,556
   Purchases                                           (20,118,784)   (1,718,349)
  Net increase in loans                                (12,313,578)   (3,559,544)
  Loan sale proceeds                                    10,766,167
  Purchase of premises and equipment, net                 (437,076)     (222,073)
                                                       ------------    ----------
    Net cash from investing activities                 (33,154,359)    2,204,949
                                                       ------------    ----------
Financing activities
  Net change in deposits                                13,086,173    (9,224,952)
  Net change in repurchase agreements                      321,871    (1,576,431)
  Change in FHLB borrowings                                516,243     6,610,866
  Cash dividends paid, net of dividend reinvestment       (319,799)     (238,310)
  Shares issued for 401(k) Plan                            180,434        20,522
                                                        ----------    ----------
    Net cash from financing activities                  13,784,922    (4,408,305)
                                                        ----------    ----------
Change in cash and cash equivalents                    (18,010,234)      106,711

Cash and cash equivalents at beginning of period        30,317,756    22,049,697
                                                        ----------    ----------
Cash and cash equivalents at end of period            $ 12,307,522   $22,156,408
                                                        ==========    ==========


Supplemental disclosures
  Cash paid for income taxes                          $    983,866   $   705,000
  Cash paid for interest                                 5,192,682     4,358,840

</TABLE>

See notes to the consolidated financial statements.<PAGE>
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying consolidated financial statements include accounts
of CSB Bancorp, Inc. ("CSB") and its wholly-owned subsidiary, The
Commercial and Savings Bank (the "Bank").  All significant
intercompany transactions and balances have been eliminated.

These interim financial statements are prepared without audit and
reflect all adjustments of a normal recurring nature which, in the
opinion of management, are necessary to present fairly the
consolidated financial position of CSB at June 30, 1997, and results
of operations and cash flows for the periods presented.  The
accompanying consolidated financial statements do not contain all
necessary financial disclosures required by generally accepted
accounting principles that might otherwise be necessary in the
circumstances.  The Annual Report for CSB for the year ended
December 31, 1996, contains consolidated financial statements and
related notes which should be read in conjunction with the
accompanying consolidated financial statements.

Allowance for Loan Losses:  The allowance for loan losses is a
valuation allowance, increased by the provision for loan losses and
decreased by charge-offs less recoveries.  Management estimates the
allowance required based on past loan loss experience, known and
inherent risks in the portfolio, information about specific borrower
situations and estimated collateral values, economic conditions and
other factors.  Allocations of the allowance may be made for
specific loans, but the entire allowance is available for any loans
that, in management's judgement, should be charged-off.

Loan impairment is reported when full payment of principal and
interest under the loan terms is not expected.  If a loan is
impaired, a portion of the allowance is allocated so that the loan
is reported, net, at the present value of estimated future cash
flows using the loan's existing interest rate,  Loans are evaluated
for impairment when payments are delayed, typically 90 days or more,
or when the internal grading system indicates a doubtful
classification.

Smaller balance homogeneous loans are evaluated for impairment in
total.  Such loans include residential first mortgage loans secured
by one- to four-family residences, residential construction loans
and automobile, home equity and second mortgage loans less than
$100,000.  Commercial loans and mortgage loans secured by other
properties are evaluated individually for impairment.

The carrying value of impaired loans is periodically adjusted to
reflect cash payments, revised estimates of future cash flows and
increases in the present value of expected cash flows due to the
passage of time.  Cash payments representing interest income are
reported as such and other cash payments are reported as reductions
in carrying value.  Increases or decreases in carrying value due to
changes in estimates of future payments or the passage of time are
reported as reductions or increases in bad debt expense.


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Accounting Pronouncements:  Statement of Financial Accounting
Standards (SFAS) No. 125, "Accounting for Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities," revises
accounting treatment for transfers of financial assets, such as
loans and securities, and for distinguishing between sales and
secured borrowings.  SFAS No. 125 did not materially impact the
Company's financial statements for the second quarter of 1997.

SFAS No. 128, "Earnings Per Share," is effective for financial
statements issued after December 15, 1997 and simplifies the
calculation of earnings per share (EPS) by replacing primary EPS
with basic EPS.  SFAS No. 128 will not impact the Company's EPS
calculations.

Income Taxes:  The provision for income taxes is based upon the
effective income tax rate expected to be applicable for the entire
year.


NOTE 2 - SECURITIES

The amortized cost, gross unrealized gains and losses and estimated
fair values of the securities, as presented in the consolidated
balance sheet at June 30, 1997 and December 31, 1996 are as follows:

<PAGE>
<TABLE>
                                                           June 30, 1997

                                                        Gross       Gross     Estimated
                                           Amortized  Unrealized  Unrealized  Fair
                                             Cost       Gains       Losses    Value
<S>                                      <C>           <C>        <C>         <C>
Available for sale
  Debt securities
   U.S. Treasury securities              $21,010,230   $ 38,589   $  (6,381)  $21,043,438
   U.S. Government agencies                7,982,405     17,013      (6,900)    7,992,518
                                          ----------    -------    ---------   ----------
   Total debt securities                  28,992,635     56,602     (13,281)   29,035,956
  Other securities                         1,905,100                            1,905,100
                                          ----------    -------    ---------   -----------
   Total securities available
    for sale                             $30,897,735   $ 56,602   $ (13,281)  $30,941,056
                                          ==========    =======   ==========    =========
Held to maturity
  U.S. Treasury securities               $14,081,783   $114,984   $ (14,767)  $14,182,000
  U.S. Government agencies                 9,557,617     20,935      (6,900)    9,571,652
  Obligations of state and
    political subdivisions                29,081,782    695,882     (83,167)   29,694,497
                                          ----------   --------    ---------   ----------
     Total debt securities
      held to maturity                   $52,721,182   $831,801   $(104,384)  $53,448,149
                                          ==========   ========    =========   ==========
</TABLE>


<TABLE>
NOTE 2 - SECURITIES (Continued)

<CAPTION>
                                                          December 31, 1996

                                                         Gross        Gross    Estimated
                                           Amortized   Unrealized   Unrealized   Fair
                                             Cost        Gains        Losses     Value
<S>                                      <C>           <C>        <C>         <C>
Available for sale
  Debt securities
    U.S. Treasury securities             $11,025,400   $ 47,599   $    (186)  $11,072,813
    U.S. Government agencies               2,000,000                 (4,000)    1,996,000
                                          ----------    -------     -------    ----------
      Total debt securities               13,025,400     47,599      (4,186)   13,068,813
  Other securities                         1,821,600                            1,821,600
                                          ----------    -------     ---------  ----------
    Total securities available
      for sale                           $14,847,000   $ 47,599   $  (4,186)  $14,890,413
                                         ===========    ========    =========  ==========

Held to maturity
  U.S. Treasury securities               $11,030,882   $116,799   $  (9,947)  $11,137,734
  U.S. Government agencies                 7,011,135      4,413      (6,361)    7,009,187
  Obligations of state and
    political subdivisions                19,440,275    499,363    (127,342)   19,812,296
  Mortgage-backed securities                  11,175                    (50)       11,125
                                         -----------   --------   ---------    ----------
     Total debt securities
       held to maturity                  $37,493,467   $620,575   $(143,700)  $37,970,342
                                         ===========   ========   ==========  ============
</TABLE>
<PAGE>

One agency security of $1,000,000 was transferred from the
available-for-sale category to held-to-maturity during the first
quarter of 1996.  The transfer into held-to-maturity occurred at the
fair value of the security on the date of the transfer, which
approximated amortized cost.

No securities were sold during the first six months of 1997 or 1996. 
Losses on calls of securities held to maturity were $7,763 during
the six months ended June 30, 1996.

The amortized cost and estimated fair values of debt securities at
June 30, 1997, by contractual maturity, are shown below.  Actual
maturities may differ from contractual maturities because certain
borrowers may have the right to call or prepay the debt obligations
prior to their contractual maturities.

NOTE 2 - SECURITIES (Continued)

                                                 Estimated
                                  Amortized      Fair
                                  Cost           Value
Available for sale
   Debt securities
     Due in one year or less    $10,978,488     $11,000,312
     Due in one to five years    18,014,147      18,035,644
                                 ----------      ----------
    Total debt securities 
      available for sale        $28,992,635     $29,035,956
                                 ==========      ==========
Held to maturity
   Debt securities
     Due in one year or less    $10,393,505     $10,424,917
     Due in one to five years    18,662,114      18,910,006
     Due in five to ten years    13,156,309      13,488,909
     Due after ten years         10,509,254      10,624,317
                                 ----------      ----------
Total debt securities held 
  to maturity                   $52,721,182     $53,448,149
                                 ==========      ==========

NOTE 3 - LOANS

Total loans as presented on the balance sheet are comprised of the
following classifications:

                                June 30, 1997 December 31, 1996

Commercial                     $ 79,801,828    $ 73,404,483
Commercial real estate           24,339,622      22,991,254
Residential real estate          42,321,129      49,254,612
Installment and credit card      18,319,211      16,730,089
Construction                      2,019,053       2,760,860
                               ------------     -----------
     Total loans               $166,800,843    $165,141,298
                               ============    ============

During the first six months of 1997, the Bank received $10,776,167
in proceeds from mortgage loan sales.  A gain of $220,176 was
recognized on this sale.  No loans were sold during the first six
months of 1996.

NOTE 4 - ALLOWANCE FOR LOAN LOSSES

A summary of activity in the allowance for loan losses for the six
months ended June 30, 1997 and 1996 is as follows:

                                    1997          1996

Balance - January 1               $2,120,845    $1,830,250
Loans charged off                   (124,835)      (54,463)
Recoveries                            27,490        15,077
Provision for loan losses            200,424       200,000
                                   ---------     ---------
Balance - June 30                 $2,223,924    $1,990,864
                                   =========     =========

Information regarding impaired loans at June 30, 1997 and December
31, 1996 is as follows:

                                      June 30,  December 31,
                                        1997        1996

Balance of impaired loans         $1,387,000      $961,000

Less portion for which no 
  allowance for loan 
  losses is allocated                      0             0

Portion of impaired loan 
  balance for which an 
  allowance for credit losses
  is allocated                     $1,387,000      $961,000

Portion of allowance for 
  loan losses 
  allocated to the impaired
  loan balance                     $  522,000      $336,000

Information regarding impaired loans is as follows for the six
months ended June 30, 1997 and 1996:

                                         1997         1996
Average investment in impaired
  loans                            $1,174,000    $271,000

Interest income recognized on
  impaired loans 
  including interest income
  recognized on cash basis             35,849         None

Interest income recognized on
  impaired loans on
  cash basis                           30,851         None


NOTE 5 - FEDERAL HOME LOAN BANK BORROWINGS

At June 30, 1997, the Bank had 188 outstanding borrowings from the
Federal Home Loan Bank (FHLB).  These borrowings carry fixed
interest rates ranging from 5.60% to 7.15% and maturities of 10, 15,
and 20 years.  Monthly principal and interest payments are due on
the borrowings.  In addition, a principal curtailment of 10% of the
outstanding principal balance is due on the anniversary date of each
borrowing.  FHLB borrowings are collateralized by FHLB stock and a
blanket pledge on $18,387,000 of qualifying mortgage loans at June
30, 1997.


NOTE 6 - CONCENTRATIONS OF CREDIT RISK AND FINANCIAL INSTRUMENTS
WITH OFF-BALANCE SHEET RISK

The Bank grants residential, consumer, and commercial loans to
customers located primarily in Holmes and surrounding counties in
Ohio.  Most loans are secured by specific items of collateral
including business assets, consumer assets and residences.

The Bank is a party to financial instruments with off-balance sheet
risk in the normal course of business to meet financing needs of its
customers.  The contract amount of these instruments is not included
in the consolidated financial statements.  At June 30, 1997 and
December 31, 1996, the contract amount of these instruments, which
primarily include commitments to extend credit and standby letters
of credit, totaled approximately $36,219,000 and $30,111,000,
respectively.  Since many commitments to make loans expire without
being used, the amount does not represent future cash commitments.

The exposure to credit loss in the event of nonperformance by the
other party to the financial instrument for commitments to make
loans and lines and letters of credit is represented by the
contractual amount of those instruments.  CSB follows the same
credit policy to make such commitments as is followed for those
loans recorded in the financial statements.  In management's
opinion, these commitments represent normal banking transactions and
no material losses are expected to result therefrom.  Collateral
obtained upon exercise of the commitments is determined using
management's credit evaluations of the borrower and may include real
estate and/or business or consumer assets.

Occasionally, various contingent liabilities arise that are not
recorded in the financial statements, including claims and legal
actions arising in the ordinary course of business.  In the opinion
of management, after consultation with legal counsel, the ultimate
disposition of these matters is not expected to have a material
affect on financial condition or results of operations.


ITEM II - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

The following discussion focuses on the consolidated financial
condition of CSB Bancorp, Inc. (the Company) at June 30, 1997,
compared to December 31, 1996, and the consolidated results of
operations for the quarterly period ending June 30, 1997 compared to
the same period in 1996.  The purpose of this discussion is to
provide the reader with a more thorough understanding of the
consolidated financial statements.  This discussion should be read
in conjunction with the interim consolidated financial statements
and related footnotes. 

Forward-looking statements contained in this discussion involve
risks and uncertainties and are subject to change based on various
important factors.  Actual results could differ from those expressed
or implied.  The registrant is not aware of any trends, events or
uncertainties that will have or are reasonably likely to have a
material effect on the liquidity, capital resources or operations
except as discussed herein.  Also, the registrant is not aware of
any current recommendations by regulatory authorities that would
have such effect if implemented.


FINANCIAL CONDITION

Total securities increased approximately $31.3 million during the
first half of 1997 as cash and federal funds sold resulting from
deposit growth and loan sales, as discussed below, were invested in
higher-yielding securities.  Most of the securities purchased were
short-term U.S. Treasury notes classified as available for sale and
long-term obligations of state and political subdivisions classified
as held to maturity.  The Bank anticipates purchasing more
securities issued by state and political subdivisions in the future
to maximize the tax benefit to the Company.  Since one of the
primary functions of the securities portfolio is to provide a source
of liquidity, it is structured such that security maturities and
cash flows satisfy the Company's liquidity needs and asset-liability
management requirements.  At June 30, 1997, approximately 27% of the
securities portfolio matures within one year.

Commercial loans increased $6.4 million, or 8.7%, during the first
two quarters of 1997.  This increase was primarily a result of
increased loan demand in the Company's service area as the local
economy remains strong.  These loans are generally variable-rate and
based on the Prime rate.  Commercial loans may be unsecured or
collateralized by business or farm equipment and are generally of
higher risk than residential mortgage loans.  In late 1995, the
Company began to originate fixed rate one- to four- family mortgage
loans, utilizing a matched funds program using FHLB advances of
similar maturity to establish an interest rate spread for the
estimated duration of the loans.  During the first half of 1997,
management elected to sell approximately $11 million of the
fixed-rate loans.  A gain of $220,000 was realized on the sale and
the funds were invested in securities.  The Bank retained its
fixed-rate borrowings from the FHLB to facilitate future fixed rate
lending and mitigate volatile rate movements.  Management will
continue to originate fixed-rate loans, but does not anticipate new
borrowings will be necessary in the near term to fund such
originations.  At June 30, 1997, there were no loans held for sale. 
Exclusive of the sale of fixed-rate loans, total loans increased
approximately $12.6 million or 7.7% during the first six months of
1997.

As a percentage of loans, the allowance for loan losses was 1.33% at
June 30, 1997 and 1.28% at December 31, 1996.  Impaired loans were
approximately $1.4 million, or .84% of total loans, at June 30,
1997, compared to .58% of loans at December 31, 1996.  Of the
impaired loan balance at June 30, 1997, approximately $893,000
related to one creditor whose loans were restructured in early 1997
and are current at June 30, 1997.  The other impaired loans were
secured by mortgages on real estate and farm and business equipment. 
These credits are considered in management's analysis of the
allowance for loan losses.

The Bank made minor investments in premises and equipment during the
first half of 1997.  However, the Bank has purchased a tract of land
in Wayne County with the intent to construct another branch office
in late 1997.  The Company also acquired land in 1995 to build an
operation center in 1998.  The Company currently leases space for
its operations center.

At June 30, 1997, the ratio of loans to deposits was 73.7%, compared
to 77.4% at the end of 1996 as total deposits increased
approximately $13.1 million, or 6.1%, during the first six months of
1997.  Historically, the Bank has experienced a decline in overall
deposit balances during the first half of the year.  However, in
1997 the Bank received approximately $8.0 million of deposits as a
result of a successful bond issue for a local school district. 
These funds are in a savings account that is expected to deplete
gradually over the next two years.  Also, aggressive pricing of
certificates of deposit provided growth in deposit balances which
management expects to continue through the end of the year.

Total shareholders' equity was increased in part by year-to-date net
income of $2.2 million, less $442,000 of cash dividends declared. 
The cash dividend represents 20.5% of net income for the first half
of 1997.  Also contributing to capital was the dividend reinvestment
program (DRIP) and the purchase of stock by the Bank's 401(k)
retirement plan which increased equity approximately $303,000 during
the first half of 1997.  

The Company and its subsidiary meet all regulatory capital
requirements and are considered to be "well capitalized" at June 30,
1997.  The Company's ratio of total capital to risk-weighted assets
was 15.42% at June 30, 1997, while Tier 1 risk-based capital ratio
was 14.18%.  Regulatory minimums call for a total risk-based capital
ratio of 8%, at least one-half of which must be Tier 1 capital.  The
Company's leverage ratio was 9.68% at June 30, 1997, which exceeds
the regulatory minimum of 3% to 5%.


RESULTS OF OPERATIONS

Net income for the six months ended June 30, 1997 was $2,158,000, or
$1.66 per share, as compared to $1,853,000, or $1.44 per share
earned during the same period last year, an increase of $305,000, or
16.5%.  Second quarter net income was $983,000, or $.76 per share,
in 1997, compared to $889,000, or $.69 per share for the second
quarter of 1996.  The primary factors contributing to these
increases were increases in net interest income and other income.

Net interest income was $5,506,000 for the first six months of 1997,
a 4.9% increase from 1996.  Interest and fees on loans increased
$304,000, or 3.9%, which resulted primarily from a higher rate
environment and somewhat from a higher volume of loans as the loan
sale was not consummated until late March 1997.  Also, as deposit
funds were invested in securities and federal funds sold, interest
on securities increased $621,000 and other interest income increased
$197,000 for the first half of 1997, compared to the first half of
1996.  Management anticipates using these liquid funds, primarily
from federal funds sold and maturities of short-term investments, to
fund higher yielding loans.  Net interest income for the second
quarter of 1997 totaled $2,791,000, up 6.5% from $2,135,000 in 1996. 
Most of this increase resulted from additional income from the
investment purchases.  Income from taxable investments increased
$436,000 or 94.6% from the second quarter of 1996 to 1997, while
income from nontaxable securities increased $92,000 or 36.6% for the
same period.  

Interest expense increased $863,000 for the six months ended June
30, 1997, compared to the six months ended June 30, 1996. 
Approximately $607,000 of this increase was the result of increased
volumes on interest-bearing accounts and aggressive interest rates. 
Other interest expense increased $154,000, resulting from new
borrowings from the FHLB during the second half of 1996.  For the
second quarter of 1997 compared to the same period in 1996, interest
expense on deposits increased $430,000 or 21.5%, while interest
expense on FHLB borrowings increased $102,000.  These increases were
primarily volume related, but were also affected by higher rates
being paid for the funds.  

The provision for loan losses was $99,000 for the second quarter of
1997 and $200,000 during the first half of 1997, which matched the
provisions for comparable periods in 1996.  These provisions were
made in recognition of continued loan origination volume, primarily
in the commercial loan portfolio which typically carries a higher
risk of loan loss.

Other income for the first half of 1997 increased approximately
$248,000, primarily as a result of the gain on the sale of loans
discussed above and increased deposit service charge income. 
Noninterest income for the second quarter of 1997 was stable
compared to the same period in 1996.  

Other expenses increased $51,000 or 3.1% for the three months ended
June 30, 1997 and $128,000, or 4.4%, for the six months ended June
30, 1997, compared to the same periods in 1996.  Management
continues to monitor the Company's efficiency ratio by maintaining
increases in other operating costs at low levels.  Salaries and
employee benefits increased by 3.5% in the second quarter and 3.0%
for the six month period, and state franchise taxes increased as a
result of 1996 earnings retention.  Ohio's state franchise tax for
financial institutions is based on the level of capital at the
previous year-end.  The provisions for income taxes of $460,000 for
the second quarter and $884,000 during the first half of 1997
reflected an effective rate of 31.9% and 29.0%, which matched the
comparable periods in 1996.  


FORM 10-Q
Quarter ended June 30, 1997
PART II - OTHER INFORMATION


Item 1 -  Legal Proceedings:
There are no matters required to be reported under this item.

Item 2 -  Changes in Securities:
There are no matters required to be reported under this item.

Item 3 -  Defaults Upon Senior Securities:
There are no matters required to be reported under this item.

Item 4 -  Submission of Matters to a Vote of Security Holders:
On April 9, 1997, the Company held the Annual Meeting of
Shareholders at which shareholders voted upon the election of three
(3) directors for Class I Nominees for three-year terms expiring in
2000.  The results of the voting on these matters were as follows:

        Nominee            Votes for           Withheld

Daniel J. Miller            1,004,427              5,176
Samuel P. Riggle, Jr.       1,004,427              5,176
David C. Sprang             1,004,506              5,097

The following are directors who were not up for election at the
meeting and whose terms of office as directors continued after the
meeting

Douglas D. Akins
David W. Kaufman
H. Richard Maxwell
J. Thomas Lang
Vivian A. McClelland
Samuel M. Steimel

Item 5 -  Other Information:
There are no matters required to be reported under this item.


FORM 10-Q
Quarter ended June 30, 1997
PART II - OTHER INFORMATION


Item 6 -  Exhibits and Reports on Form 8-K:

(a)  Exhibits

3.1  Amended Articles of Incorporation of CSB Bancorp, Inc.
(incorporated by reference to Registrant's 1994 Form 10-KSB).

3.2  Code of Regulations of CSB Bancorp, Inc. (incorporated by
reference to Registrant's Form 10-SB).

4  Form of Certificate of Common Shares of CSB Bancorp, Inc.
(incorporated by reference to Registrant's Form 10-SB).

10  Leases for the Clinton Commons, Berlin and Charm Branch Offices
of The Commercial and Savings Bank (incorporated by reference to
Registrant's Form 10-SB).

11  Statement Regarding Computation of Per Share Earnings (reference
is hereby made to Consolidated Statements of Income on page 5
hereof.)  

27  Financial Data Schedule


(b)  Reports on Form 8-K:  No reports on Form 8-K were filed during
the quarter for which this report is filed.



SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


                                     CSB BANCORP, INC.
                                      (Registrant)




Date: August 13, 1997                /s/ Douglas D. Akins
                                     (Signature)
                                     Douglas D. Akins
                                      President and Chief Executive
                                     Officer




Date: August 13, 1997                /s/ Pamela S. Basinger
                                     (Signature)
                                     Pamela S. Basinger
                                     Financial Officer



                         Index to Exhibits



Exhibit                                                Sequential
Number                Description of Document           Page

3.1         Amended Articles of Incorporation of
            CSB Bancorp, Inc. (incorporated by
            reference to Registrant's 1994 Form 10-KSB).

3.2         Code of Regulations of CSB Bancorp,
            Inc. (incorporated by reference to
            Registrant's Form 10-SB).

4           Form of Certificate of Common
            Shares of CSB Bancorp, Inc. (incorporated
            by reference to Registrant's Form 10-SB).

10          Leases for the Clinton Commons, Berlin
            and Charm Branch Offices of The 
            Commercial and Savings Bank (incorporated
            by reference to Registrant's Form 10-SB).

11          Statement Regarding Computation of Per
            Share Earnings (reference is hereby made
            to Consolidated Statements of Income on page
            5 hereof.)  

27          Financial Data Schedule