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:  MARCH 31, 2001

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

(State or other jurisdiction of

incorporation or organization) |  | 34-1687530

(I.R.S. Employer Identification 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 preceding 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 |  |  | Outstanding at April 30:

2,624,375 common shares
|----------------------------- |  |  | -------------------------------------------------
|                              |  |  |                                                  

CSB BANCORP, INC.

FORM 10-Q

QUARTER ENDED MARCH 31, 2001

Table of Contents

Part I - Financial Information

|ITEM 1 - FINANCIAL STATEMENTS |  |  |  |  |  | Page
|----------------------------- |  |  |  |  |  | ----

Consolidated Balance Sheets

Consolidated Statements of Income

Consolidated Statements of Changes in

Shareholders' Equity

Condensed Consolidated Statements of Cash Flows

Notes to the Consolidated Financial Statements

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES

ABOUT MARKET RISK

Part II - Other Information

Other Information

Signatures

CSB BANCORP, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

|                                                                                                      | March 31,                | December 31,            
|----------------------------------------------------------------------------------------------------- | ------------------------ | ------------------------
|2001                                                                                                  | 2000                    
|ASSETS                                                                                                |                          |                         
|Cash and noninterest-bearing deposits with banks                                                      | $ 15,203,282             | $ 12,958,359            
|Interest-bearing deposits with banks                                                                  | 205,009                  | 234,263                 
|Federal funds sold                                                                                    | 8,548,000                | 2,660,000               
|Total cash and cash equivalents                                                                       | 23,956,291               | 15,852,622              
|Securities available for sale, at fair value                                                          | 17,477,457               | 27,189,712              
|Securities held to maturity (Fair values of $68,521,250 in 2001
and $70,328,759 in 2000)              | 66,525,839               | 69,360,098              
|Loans held for sale                                                                                   | 5,925,019                | 0                       
|Loans, net of allowance for loan losses of $5,769,229 in 2001
and $7,460,370 in 2000)                 | 187,518,090              | 198,357,829             
|Premises and equipment, net                                                                           | 9,537,577                | 9,249,920               
|Accrued interest receivable and other assets                                                          | 5,634,860                | 5,202,069               
|Total assets                                                                                          | $316,575,133

========== | $325,212,250

==========
|LIABILITIES                                                                                           |                          |                         
|Deposits                                                                                              |                          |                         
|Noninterest-bearing                                                                                   | $ 26,797,838             | $ 30,336,143            
|Interest-bearing                                                                                      | 236,826,655              | 238,246,776             
|Total deposits                                                                                        | 263,624,493              | 268,582,919             
|Securities sold under repurchase agreements                                                           | 12,117,230               | 15,583,527              
|Federal Home Loan Bank borrowings                                                                     | 8,024,296                | 8,464,827               
|Accrued interest payable and other liabilities                                                        | 849,594                  | 1,041,043               
|Total liabilities                                                                                     | 284,615,613              | 293,672,316             
|SHAREHOLDERS' EQUITY                                                                                  |                          |                         
|Common stock, $6.25 par value:  9,000,000 shares authorized;
2,667,786 shares issued in 2001 and 2000 | 16,673,667               | 16,673,667              
|Additional paid-in capital                                                                            | 6,413,915                | 6,413,915               
|Retained earnings                                                                                     | 10,147,702               | 9,840,016               
|Treasury stock at cost:  43,411 in 2001 and 43,408 in 2000                                            | (1,338,491)              | (1,338,432)             
|Accumulated other comprehensive income (loss)                                                         | 62,727                   | (49,232)                
|Total shareholders' equity                                                                            | 31,959,520               | 31,539,934              
|Total liabilities and shareholders' equity                                                            | $316,575,133

========== | $325,212,250

==========

See notes to the consolidated financial statements.

CSB BANCORP, INC.

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

|                                                      | Three Months Ended  
|----------------------------------------------------- | --------------------
|March 31,                                            
|2001                                                  | 2000                
|Interest Income                                       |                     
|Loans, including fees                                 | $4,784,891          
|Taxable securities                                    | 614,321             
|Nontaxable securities                                 | 608,282             
|Other                                                 | 23,169              
|Total interest income                                 | 6,030,663           
|Interest expense                                      |                     
|Deposits                                              | 2,902,741           
|Other                                                 | 258,092             
|Total interest expense                                | 3,160,833           
|Net interest income                                   | 2,869,830           
|Provision for loan losses                             | 298,196             
|Net interest income after provision for loan losses   | 2,571,634           
|Other income                                          |                     
|Services charges on deposit accounts                  | 179,449             
|Gain on sale of loans                                 | 24,330              
|Trust and financial services                          | 98,009              
|Other income                                          | 172,040             
|Total other income                                    | 473,828             
|Other expenses                                        |                     
|Salaries and employee benefits                        | 1,284,520           
|Occupancy expense                                     | 144,464             
|Equipment expense                                     | 105,417             
|State franchise tax                                   | 75,150              
|Professional fees                                     | 414,816             
|Other expenses                                        | 824,245             
|Total other expenses                                  | 2,848,612           
|Income before income taxes                            | 196,850             
|Provision (credit) for income taxes                   | (110,836)           
|Net income                                            | $307,686

=======   
|Basic and diluted earnings  earnings per common share | $      0.12

=======

See notes to the consolidated financial statements.

CSB BANCORP, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

(Unaudited)

|                                                                                                                                           | Three Months Ended    
|------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------
|March 31,                                                                                                                                 
|2001                                                                                                                                       | 2000                  
|Balance at beginning of period                                                                                                             | $31,539,934           
|Net income                                                                                                                                 | 307,686               
|Other comprehensive income, net of tax                                                                                                     | 111,959               
|Comprehensive income                                                                                                                       | 419,645               
|Cash dividends ($.15 per share in 2000)                                                                                                    | 0                     
|Purchase of treasury shares (3 shares in 2001 and 28,705 shares in
2000)                                                                   | (59)                  
|Common stock used for the dividend reinvestment program and
401(k) plan (reissued 3,818 treasury shares), net of fractional shares
retired | 0                     
|Balance at end of period                                                                                                                   | $31,959,520

=========

See notes to the consolidated financial statements.

CSB BANCORP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

|                                                          | Three Months Ended    
|--------------------------------------------------------- | ----------------------
|March 31,                                                
|2001                                                      | 2000                  
|Net cash from operating activities                        | $   (37,889)          
|Cash flows from investing activities                      |                       
|Securities available for sale                             |                       
|Proceeds from maturities, calls and repayments            | 9,925,000             
|Purchases                                                 | 0                     
|Securities held to maturity                               |                       
|Proceeds from maturities, calls and repayments            | 2,815,000             
|Purchases                                                 | 0                     
|Net change in loans                                       | 4,679,831             
|Premises and equipment expenditures, net                  | (412,960)             
|Net cash from investing activities                        | 17,006,871            
|Cash flows from financing activities                      |                       
|Net change in deposits                                    | (4,958,426)           
|Net change in securities sold under repurchase agreements | (3,466,297)           
|Net change in federal funds purchased                     | 0                     
|Principal reductions on FHLB borrowings                   | (440,531)             
|Cash dividends paid                                       | 0                     
|Purchase of treasury shares                               | (59)                  
|Net cash from financing activities                        | (8,865,313)           
|Net change in cash and cash equivalents                   | 8,103,669             
|Beginning cash and cash equivalents                       | 15,852,622            
|Ending cash and cash equivalents                          | $23,956,291

=========
|Supplemental disclosures                                  |                       
|Interest paid                                             | $3,165,416            
|Income taxes paid                                         | 0                     

See notes to the consolidated financial statements.

CSB BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

The consolidated financial statements have been prepared without audit.  In the opinion of management,
all adjustments (which include normal recurring adjustments) necessary to present fairly the Company's
financial position at March 31, 2001, and the results of operations and changes in cash flows for the
periods presented have been made.

Certain information and footnote disclosures typically included in financial statements prepared in
accordance with generally accepted accounting principles have been omitted.  The Annual Report for
CSB for the year ended December 31, 2000, contains consolidated financial statements and related
footnote disclosures which should be read in conjunction with the accompanying consolidated financial
statements.  The results of operations for the period ended March 31, 2001, are not necessarily indicative
of the operating results for the full year or any future interim period.

NOTE 2 - ACCOUNTING STANDARD IMPLEMENTED

Statement of Financial Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities"  (Statement 133) establishes accounting and reporting standards for derivative instruments
and hedging activities, including certain derivative instruments embedded in other contracts and requires
that an entity recognize all derivative assets or liabilities in the balance sheet and measure them at fair
value.  Statement 133 also provides an entity the opportunity at the date of initial adoption to transfer any
held-to-maturity security into the available for sale category.

There was no impact on the consolidated financial statements of CSB as a result of adopting Statement
133 during the first quarter of 2001, as CSB does not hold any derivative instruments or conduct hedging
activities.

CSB BANCORP, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 2 - 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 March 31, 2001, compared to December 31, 2000, and the consolidated results of
operations for the quarterly period ending March 31, 2001 compared to the same period in 2000.  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

Certain statements contained in this report that are not historical facts are forward-looking statements
that are subject to certain risks and uncertainties.  When used herein, the terms "anticipates", "plans",
"expects", "believes", and similar expressions as they relate to the Company or its management are
intended to identify such forward-looking statements.  The Company's actual results, performance or
achievements may materially differ from those expressed or implied in the forward-looking statements.
Risks and uncertainties that could cause or contribute to such material differences include, but are not
limited to, general economic conditions, interest rate environment, competitive conditions in the
financial services industry, changes in law, governmental policies and regulations, and rapidly changing
technology affecting financial services.

The Company does not undertake, and specifically disclaims any obligation, to publicly revise any
forward-looking statements to reflect events or circumstances after the date of such statements or to
reflect the occurrence of anticipated or unanticipated events.

FINANCIAL CONDITION

Total assets were $316.6 million at March 31, 2001, compared to $325.2 million at December 31, 2000,
representing a decrease of $8.6 million or 2.7%.  Total securities decreased approximately $12.5 million
during the quarter.  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 March 31, 2001, approximately 9% of the
securities portfolio matures within one year.  This amount would be in addition to federal funds sold and
any callable securities which may be called.

CSB BANCORP, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Net loans decreased $4.9 million, or 2.5% from December 31, 2000, to $193.4 million at March 31,
2001.  Commercial loans decreased $2.7 million, or 3.2%, from December 31, 2000, partially due to
$737,000 being classified as held for sale.  Commercial real estate loans decreased $1.2 million, or 3.1%.
This decrease was primarily the result of $5.2 million of performing and non-performing commercial
real estate loans being transferred to the held for sale category.  This transfer more than offset
commercial real estate construction loans which became permanent loans.  Construction loans in total
decreased $6.6 million, or 87.2%.  Installment loans decreased $2.0 million, or 11.2%.

The allowance for loan losses amounted to $5.8 million, or 2.89% of total loans, at March 31, 2001,
compared to $7.5 million, or 3.61% or total loans at December 31, 2000.  The components of the change
in the allowance for loan loss during the quarter ended March 31, 2001, included a provision of $298,000
and net loan charge-offs of $2.0 million.  Such charge-offs included $1.6 million relating to commercial
real estate loans in anticipation of selling the loans.  Such amount closely approximated the specific loan
loss allowance provided for such loans.  Consequently, there was no impact on the provision for loan loss
for the quarter as a result of the transaction.  Those loans have subsequently been sold.

Loans past due more than 90 days and loans placed on nonaccrual status, were approximately $3.4
million, or 1.70% of total loans at March 31, 2001, compared to $1.3 million, or 0.65% of loans at
December 31, 2000.  These credits are considered in management's analysis of the allowance for loan
losses.

Premises and equipment, net and depreciation increased $288,000, or 3.1%, during the first quarter of
2001, due primarily to the acquisition of technology equipment in the normal course of business, which
more than offset depreciation.

At March 31, 2001, the ratio of net loans to deposits was 73.4%, compared to 73.9% at the end of 2000.

Total shareholders' equity increased $420,000, or 1.3%, primarily due to year-to-date net income of
$308,000.

The Company and its subsidiary met all regulatory capital requirements at March 31, 2001.

RESULTS OF OPERATIONS

Net income for the quarter ending March 31, 2001, was $308,000, or $0.12 per share, as compared to
$974,000, or $0.37 per share during the same period last year, a decrease of $666,000, or 68.4%.  The
primary factors contributing to this decrease was a decrease in net interest income of $195,000 due to the
Federal Reserve actions in the first quarter of 2001, and $727,000 increase in operating expenses,
primarily as a result of additional staffing and professional fees relating to the Written Agreement
previously entered into with the Company's regulators.

CSB BANCORP, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Net interest income for the quarter ended March 31, 2001 was $2.9 million, a decrease of $195,000, or
6.4%, over the same period last year.  Interest and fees on loans increased $132,000, or 2.8%.  Interest on
securities decreased $171,000, or 12.3%, as short term interest rates fell and callable securities were
called.

Interest expense increased $168,000 to $3.2 million for the quarter ended March 31, 2001, compared to
$3.0 million for the quarter ended March 31, 2000.  Interest expense on deposits increased $201,000, or
7.4%, from the same period as last year.  This increase was caused by the higher certificate of deposit
rates paid in the latter part of 2000, to reflect the 175 basis points increase in short term rates by the
Federal Reserve during 2000.

The provision for loan losses was $298,000 during the first quarter of 2001, an increase of $67,000 over
the first quarter of 2000.

Other income increased $11,000 primarily as a result of the increase in gain on sale of loans during the
2001 period, as compared to the same period last year.

Other expenses increased $727,000, or 34.3%, for the three months ended March 31, 2001, compared to
the same period in 2000.  Salaries and employee benefits increased $217,000, or 20.3%; occupancy
expense increased $7,000, or 4.8%; professional fees increased $362,000 due to additional expenses
relating to the Written Agreement; and other expenses increased $166,000 or 25.2%. The credit for
income taxes was $111,000 during the first quarter of 2001, as compared to a provision of $202,000 for
the first quarter of 2000.  The tax credit was less than the expected tax provision (based on 34% of
income before taxes) of $67,000 due to tax-exempt income from loans and securities.

CSB BANCORP, INC.

QUALITATIVE AND QUANTITATIVE DISCLOSURE ABOUT MARKET RISK

ITEM 3 - QUALITATIVE AND QUANTITATIVE DISCLOSURE ABOUT MARKET RISK

There have been no material changes in the quantitative and qualitative disclosures about market risks as
of March 31, 2001 from that presented in the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 2000.  Management performs a quarterly analysis of the Company's interest rate
risk.  All positions are currently within the Board-approved policy limits.

CSB BANCORP, INC.

FORM 10-Q

Quarter ended March 31, 2001

PART II - OTHER INFORMATION

|Item 1 - | Legal Proceedings:

There are no matters required to be reported under this item.                                  
|-------- | -------------------------------------------------------------------------------------------------------------------
|Item 2 - | Changes in Securities and Use of Proceeds:

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:

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

There are no matters required to be reported under this item.                                  
|Item 6 - | Exhibits and Reports on Form 8-K:                                                                                  

(a)  Exhibits:

|Exhibit
Number | Description of Document                                                                                                                
|-------------- | ---------------------------------------------------------------------------------------------------------------------------------------
|11             | Statement Regarding Computation of Per Share Earnings (reference is hereby made to
Consolidated Statements of Income on page 4 hereof.)

(b)  Reports on Form 8-K:

|1 | Form 8-K dated January 5, 2001 containing a press release announcing that a request
made to the Federal Reserve Bank of Cleveland and the Ohio Division of Financial
Institutions that a shareholder dividend be paid was denied.                                                         
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2 | Form 8-K dated February 16, 2001 containing a quarterly report to shareholders that
included financial statements for the period ended December 31, 2000.                                                                                                                                 
|3 | Form 8-K dated March 2, 2001 containing a press release announcing that Robert K.
Baker has been appointed to the Boards of the Company and its subsidiary and that C.
James Bess has been hired as the permanent President and Chief Executive Officer of the
Company and its subsidiary.

CSB BANCORP, INC.

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:  5/14/01 | /s/ C. JAMES BESS

C. James Bess

President

Chief Executive Officer            
|               |                                                                                 
|               |                                                                                 
|Date: 5/14/01  | /s/ A. LEE MILLER

A. Lee Miller

Senior Vice President

Chief Financial Officer

CSB BANCORP, INC.

Index to Exhibits

|Exhibit
Number | Description of Document                                                                                                                 | Sequential
Page
|-------------- | --------------------------------------------------------------------------------------------------------------------------------------- | ---------------
|11             | Statement Regarding Computation of Per Share Earnings
(reference is hereby made to Consolidated Statements of Income
on page 4 hereof.) | 15