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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, 2004 OR o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 Commission file number: 0-21714 CSB Bancorp, Inc.  Ohio
    
    34-1687530(State or other jurisdiction of
    
    (I.R.S. Employer Identification Number)incorporation or organization)
 6 W. Jackson Street, P.O. Box 232, Millersburg, Ohio 44654   (330) 674-9015   Indicate by check mark whether the registrant (1) has 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. Yes (X)     No ( ) Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes
( )     No (X) 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 July 25, 2004:2,644,350 common shares




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##### Table of Contents



CSB BANCORP, INC.
FORM 10-Q
QUARTER ENDED June 30, 2004 Table of Contents  
 PagePart I - Financial InformationITEM 1 - FINANCIAL STATEMENTSConsolidated Balance Sheets
    
    
    3Consolidated Statements of Income
    
    
    4Consolidated Statements of Changes in Shareholders Equity
    
    
    5Condensed Consolidated Statements of Cash Flows
    
    
    6Note to the Consolidated Financial Statements
    
    
    7ITEM 2 -MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    
    
    8ITEM 3  QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK
    
    
    11ITEM 4  CONTROLS AND PROCEDURES
    
    
    11Part II - Other InformationITEM 1  Legal Proceedings
    
    
    122  Changes in Securities, Use of Proceeds, and
Issuer Purchases of Equity Securities
    
    
    123  Defaults upon Senior Securities
    
    
    124  Submission of Matters to a Vote of Security Holders
    
    
    125  Other Information
    
    
    126  Exhibits and Reports on Form 8-K
    
    
    13Signatures
    
    
    14EX-3.1 Amended Articles of IncorporationEX-3.2 Code of RegulationEX-11 Statement Regarding Computation of EarningsEX-31.1 302 Certification - CEOEX-31.2 302 Certification - CFOEX-32.1 906 Certification - CEOEX-32.2 906 Certification - CFO




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CSB BANCORP, INC. 
  
  
   June 30,
    
    December 31,2004
    
    2003ASSETSCash and due from banks
    
    $
    12,413,763
    
    
    $
    12,327,227Interest-bearing deposits with other banks
    
    
    111,238
    
    
    
    147,154Federal funds sold
    
    
    
    
    
    
    4,727,000Total cash and cash equivalents
    
    
    12,525,001
    
    
    
    17,201,381Securities available-for-sale, at fair value
    
    
    42,498,751
    
    
    
    28,990,615Securities held-to-maturity (fair value of
$33,943,952 in 2004 and $38,395,177 in 2003)
    
    
    32,392,157
    
    
    
    36,092,027Restricted stock, at cost
    
    
    2,739,300
    
    
    
    2,690,000Total securities
    
    
    77,630,208
    
    
    
    67,773,242Loans, net of allowance for loan losses of
$2,551,397 in 2004 and $2,458,864 in 2003
    
    
    219,156,455
    
    
    
    210,795,598Premises and equipment, net
    
    
    8,457,845
    
    
    
    8,563,276Accrued interest receivable and other assets
    
    
    2,740,663
    
    
    
    1,846,292Total assets
    
    $
    320,510,172
    
    
    $
    306,179,789LIABILITIESDepositsNoninterest-bearing
    
    $
    31,606,432
    
    
    $
    33,539,061Interest-bearing
    
    
    207,576,893
    
    
    
    215,418,686Total deposits
    
    
    239,183,325
    
    
    
    248,957,747Securities sold under repurchase agreements
    
    
    13,404,441
    
    
    
    11,859,052Federal funds purchased
    
    
    13,300,000
    
    
    
    Federal Home Loan Bank borrowings
    
    
    19,023,228
    
    
    
    9,512,481Accrued interest payable and other liabilities
    
    
    1,045,245
    
    
    
    1,132,971Total liabilities
    
    
    285,956,239
    
    
    
    271,462,251SHAREHOLDERS EQUITYCommon stock, $6.25 par value: Authorized 9,000,000
shares; issued 2,667,786 shares
    
    
    16,673,667
    
    
    
    16,673,667Additional paid-in capital
    
    
    6,413,915
    
    
    
    6,413,915Retained earnings
    
    
    12,655,162
    
    
    
    12,214,751Treasury stock at cost: 23,436 shares
    
    
    (645,938
    )
    
    
    (645,938
    )Accumulated other comprehensive income (loss)
    
    
    (542,873
    )
    
    
    61,143Total shareholders equity
    
    
    34,553,933
    
    
    
    34,717,538Total liabilities and shareholders equity
    
    $
    320,510,172
    
    
    $
    306,179,789
 See note to consolidated financial statements. 3.




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CSB BANCORP, INC. 
   Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,2004
    
    2003
    
    2004
    
    2003Interest incomeLoans, including fees
    
    $
    2,957,549
    
    
    $
    3,189,639
    
    
    $
    5,950,495
    
    
    $
    6,362,738Taxable securities
    
    
    373,376
    
    
    
    267,573
    
    
    
    644,847
    
    
    
    560,505Non-taxable securities
    
    
    412,299
    
    
    
    480,284
    
    
    
    812,917
    
    
    
    964,061Other
    
    
    210
    
    
    
    287
    
    
    
    3,208
    
    
    
    9,627Total interest income
    
    
    3,743,434
    
    
    
    3,937,783
    
    
    
    7,411,467
    
    
    
    7,896,931Interest expenseDeposits
    
    
    788,666
    
    
    
    972,039
    
    
    
    1,623,496
    
    
    
    1,999,407Other
    
    
    178,436
    
    
    
    216,415
    
    
    
    315,854
    
    
    
    415,361Total interest expense
    
    
    967,102
    
    
    
    1,188,454
    
    
    
    1,939,350
    
    
    
    2,414,768Net interest income
    
    
    2,776,332
    
    
    
    2,749,329
    
    
    
    5,472,117
    
    
    
    5,482,163Provision (credit) for loan losses
    
    
    78,621
    
    
    
    20,000
    
    
    
    172,621
    
    
    
    (51,000
    )Net interest income after provision
for loan losses
    
    
    2,697,711
    
    
    
    2,729,329
    
    
    
    5,299,496
    
    
    
    5,533,163Non-interest incomeService charges on deposit
accounts
    
    
    211,069
    
    
    
    204,836
    
    
    
    393,484
    
    
    
    390,196Gain on sale of securities
    
    
    
    
    
    
    
    
    
    
    25,860
    
    
    
    Trust and financial services
    
    
    114,341
    
    
    
    94,217
    
    
    
    207,983
    
    
    
    187,358Other income
    
    
    246,101
    
    
    
    260,084
    
    
    
    443,218
    
    
    
    449,277Total non-interest income
    
    
    571,511
    
    
    
    559,137
    
    
    
    1,070,545
    
    
    
    1,026,831Non-interest expensesSalaries and employee benefits
    
    
    1,288,202
    
    
    
    1,341,189
    
    
    
    2,547,341
    
    
    
    2,649,900Occupancy expense
    
    
    158,653
    
    
    
    161,844
    
    
    
    320,831
    
    
    
    330,446Equipment expense
    
    
    133,579
    
    
    
    130,968
    
    
    
    259,219
    
    
    
    260,002State franchise tax
    
    
    103,162
    
    
    
    98,498
    
    
    
    205,018
    
    
    
    202,593Professional and director fees
    
    
    186,061
    
    
    
    226,984
    
    
    
    372,392
    
    
    
    409,795Other expenses
    
    
    666,075
    
    
    
    704,369
    
    
    
    1,345,299
    
    
    
    1,403,812Total non-interest expenses
    
    
    2,535,732
    
    
    
    2,663,852
    
    
    
    5,050,100
    
    
    
    5,256,548Income before income taxes
    
    
    733,490
    
    
    
    624,614
    
    
    
    1,319,941
    
    
    
    1,303,446Federal income tax provision
    
    
    127,000
    
    
    
    53,000
    
    
    
    192,000
    
    
    
    134,000Net income
    
    $
    606,490
    
    
    $
    571,614
    
    
    $
    1,127,941
    
    
    $
    1,169,446Basic and diluted earnings
per share
    
    $
    0.23
    
    
    $
    0.21
    
    
    $
    0.43
    
    
    $
    0.44
 See note to consolidated financial statements. 4.




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CSB BANCORP, INC. 
   Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,2004
    
    2003
    
    2004
    
    2003Balance at beginning of period
    
    $
    34,947,408
    
    
    $
    34,040,707
    
    
    $
    34,717,538
    
    
    $
    33,742,284Net income
    
    
    606,490
    
    
    
    571,614
    
    
    
    1,127,941
    
    
    
    1,169,446Other comprehensive income
(loss), net of income tax
    
    
    (656,201
    )
    
    
    41,090
    
    
    
    (604,016
    )
    
    
    16,547Total comprehensive income (loss)
    
    
    (49,711
    )
    
    
    612,704
    
    
    
    523,925
    
    
    
    1,185,993Issuance of shares from treasury
under dividend reinvestment
program (3,848 and 7,402
shares in 2003)
    
    
    
    
    
    
    67,063
    
    
    
    
    
    
    
    126,169Purchase of treasury shares
(4 and 1,006 shares in 2003)
    
    
    
    
    
    
    (76
    )
    
    
    
    
    
    
    (18,111
    )Cash dividends declared
($0.13 and $0.26 per share in
2004 and $0.12 and $0.24
per share in 2003)
    
    
    (343,764
    )
    
    
    (316,399
    )
    
    
    (687,530
    )
    
    
    (632,336
    )Balance at end of period
    
    $
    34,553,933
    
    
    $
    34,403,999
    
    
    $
    34,553,933
    
    
    $
    34,403,999
 See note to consolidated financial statements. 5.




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CSB BANCORP, INC. 
   Six Months EndedJune 30,2004
    
    2003Net cash from operating activities
    
    $
    921,089
    
    
    $
    2,265,046Cash flows from investing activitiesSecurities available-for-saleProceeds from maturities, calls and repayments
    
    
    11,880,280
    
    
    
    15,751,000Proceeds from sales
    
    
    666,696
    
    
    
    Purchases
    
    
    (26,958,621
    )
    
    
    (14,834,488
    )Securities held to maturityProceeds from maturities, calls and repayments
    
    
    3,697,000
    
    
    
    4,220,000Purchases
    
    
    
    
    
    
    Net change in loans
    
    
    (8,529,595
    )
    
    
    (12,328,284
    )Premises and equipment expenditures, net
    
    
    (273,855
    )
    
    
    (64,044
    )Net cash from investing activities
    
    
    (19,518,095
    )
    
    
    (7,255,816
    )Cash flows from financing activitiesNet change in deposits
    
    
    (9,774,422
    )
    
    
    (6,711,653
    )Net change in securities sold under repurchase agreements
    
    
    1,545,389
    
    
    
    (3,046,461
    )Net change in federal funds purchased
    
    
    13,300,000
    
    
    
    4,800,000Proceeds from FHLB borrowings
    
    
    10,000,000
    
    
    
    5,000,000Principal reductions on FHLB borrowings, net
    
    
    (489,253
    )
    
    
    (559,553
    )Purchase of treasury shares
    
    
    
    
    
    
    (18,111
    )Cash dividends paid
    
    
    (661,088
    )
    
    
    (452,794
    )Net cash from financing activities
    
    
    13,920,626
    
    
    
    (988,572
    )Net change in cash and cash equivalents
    
    
    (4,676,380
    )
    
    
    (5,979,342
    )Cash and cash equivalents at beginning of period
    
    
    17,201,381
    
    
    
    22,564,696Cash and cash equivalents at end of period
    
    $
    12,525,001
    
    
    $
    16,585,354Supplemental disclosuresInterest paid
    
    $
    1,962,169
    
    
    $
    2,450,751Income taxes paid
    
    
    280,000
    
    
    
    
 See note to consolidated financial statements. 6.




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CSB BANCORP, INC. 
 
 NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying consolidated financial statements include the 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 in consolidation. 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
June 30, 2004, 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,
2003, 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 June 30, 2004 are not necessarily indicative of the operating results for
the full year or any future interim period. 7.




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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 June 30, 2004, compared to December 31, 2003,
and the consolidated results of operations for the six month and quarterly
periods ending June 30, 2004 compared to the same periods in 2003. 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
footnote. 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 $320.5 million at June 30, 2004, compared to $306.2 million
at December 31, 2003, representing an increase of $14.3 million or 4.7%. Cash
and cash equivalents decreased $4.7 million, or 27.2%, during the six-month
period ending June 30, 2004, due to a $4.7 million decrease in Federal funds
sold. Total securities increased $9.9 million, or 14.5%, during the six month
period. Federal funds purchased increased $13.3 million during the six-month
period, while Federal Home Loan Bank borrowings increased $9.5 million during
the period. The increase in securities and Federal Home Loan Bank borrowings resulted from
a $10 million leverage program entered into during the first quarter of 2004.
Increases of Federal funds purchased of $13.3 million and securities sold under
repurchase agreements of $1.5 million during the six-month period were used to
fund portions of the loan growth of $8.4 million (4.0%), as well as deposit
shrinkage of $9.8 million (3.9%). 8.




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CSB BANCORP, INC.
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS Net loans increased $8.4 million, or 4.0% during the six-month period ended
June 30, 2004. This increase was due to a combination of increased loan demand
and production within the Companys market area. The allowance for loan losses
amounted to $2.6 million, or 1.15% of total loans, at June 30, 2004, compared
to $2.5 million, or 1.15% of total loans at December 31, 2003. The components
of the change in the allowance for loan losses during the six-month period
ended June 30, 2004, included a provision of $173,000 and net loan charge-offs
of $80,000. Loans past due more than 90 days and still accruing interest and
loans placed on nonaccrual status, aggregated $487,000, or 0.22% of total loans
at June 30, 2004, compared to $1.3 million, or 0.63% of total loans at December
31, 2003. At June 30, 2004, the ratio of net loans to deposits was 91.6%, compared to
84.7% at the end of 2003. The increase in this ratio is due to loan growth
coupled with deposit shrinkage experienced during the six months ended June 30,
2004. Total shareholders equity amounted to $34.6 million, or 10.8% of total assets,
at June 30, 2004, compared to $34.7 million, or 11.3% of total assets, at
December 31, 2003. The decrease in shareholders equity during the six months
ended June 30, 2004 was due to the aggregate of dividends declared of $688,000
and the unrealized loss on available-for-sale marketable securities, net of
tax, of $604,000, exceeding net income for the six-month period of $1.1
million. The Company and its subsidiary met all regulatory capital
requirements at June 30, 2004. RESULTS OF OPERATIONS Net income for the six months ending June 30, 2004, was $1.1 million, or $0.43
per share, as compared to $1.2 million, or $0.44 per share during the same
period in 2003. Net interest income was $5.5 million for the six months ended
June 30, 2004, remaining stable from the same period last year. Total
non-interest expenses decreased $206,000, or 3.9%, for the six month period
ended June 30, 2004, as compared to the same period of 2003 while non-interest
income increased $44,000, or 4.3%. These improvements in net income were
partially offset by a change in the provision (credit) for loan losses of
$224,000. For the quarter ended June 30, 2004, the Company recorded net income of
$607,000, or $0.23 per share, as compared to
net income of $ 572,000, or $0.21 per share. The increase in net income for
the quarter of $35,000 was principally due to a $27,000 increase in net
interest income and a $128,000 decrease in non-interest expenses, offset by a
$59,000 increase in the provision for loan losses and a $74,000 increase in the
federal income tax provision. 9.




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CSB BANCORP, INC.
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS Interest income for the six months ended June 30, 2004 was $7.4 million, a
decrease of $485,000, or 6.1%, from the same period in 2003. Interest on
securities decreased $67,000, or 4.4%, as short term interest rates fell and
certain callable securities were called. Interest income for the quarter ended
June 30, 2004 was $3.7 million, a decrease of $194,000, or 4.9%, compared to
the same period in 2003. This decrease was due to the reasons previously
noted. Interest expense decreased $475,000 to $1.9 million for the six months ended
June 30, 2004, compared to the six months ended June 30, 2003. Interest
expense on deposits decreased $376,000, or 18.8%, from the same period as last
year, while interest expense on other borrowings decreased $100,000, or 24.0%.
The decrease in deposit interest expense was caused by the lower rates on
transaction accounts and certificates of deposit, as well as an overall
decrease in average interest-bearing deposit balances. Interest expense for
the quarter ended June 30, 2004 was $967,000, a decrease of $221,000, or 18.6%,
from the same period in 2003. The provision for loan losses was $173,000 during the first six months of 2004,
as compared to a credit of $51,000 in the same six-month period of 2003. The
provision or credit for loan losses is determined based on managements
calculation of the allowance for loan losses, which includes provisions for
classified loans, as well as for the remainder of the portfolio based on
historical data, including past charge-offs, and current economic trends. The
provision for loan losses for the quarter ended June 30, 2004 was $79,000,
compared to a provision of $20,000 for the same quarter in 2003 for the reasons
stated above. Non-interest income increased $44,000, or 4.3%, during the six months ended
June 30, 2004 as compared to the same period in 2003. The increase in
non-interest income was primarily due to a $26,000 gain on sale of securities
in 2004 and a $21,000, or 11.0%, increase in Trust and Financial Services.
Non-interest expenses decreased $206,000, or 3.9%, for the six months ended
June 30, 2004, compared to the same period in 2003. Salaries and employee
benefits decreased $103,000, or 3.9%; occupancy expense decreased $10,000, or
2.9%; professional and
director fees decreased $37,000, or 9.1%; and other expenses decreased $59,000,
or 4.2%. The provision for income taxes was $192,000 (effective rate of 14.5%)
for the six months ended June 30, 2004, compared to $134,000 (effective rate of
10.3%) for the six months ended June 30, 2003. The increase in the effective
tax rate resulted from a decrease in tax-exempt interest income. Non-interest income for the quarter ended June 30, 2004 was $572,000, an
increase of $12,000, or 2.2%, compared to the same quarter in 2003. This
increase was primarily due to trust and financial services as noted previously.
Non-interest expenses for the quarter ended June 30, 2004 decreased $128,000,
or 4.8%, compared to last years period. This decrease was due to reasons
previously noted. 10.




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CSB BANCORP, INC. 
 ITEM 3 QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK There have been no material changes in the quantitative and qualitative
disclosures about market risks as of June 30, 2004 from that presented in the
Companys Annual Report on Form 10-K for the fiscal year ended December 31,
2003. Management performs a quarterly analysis of the Companys interest rate
risk. All positions are currently within the Board-approved policy limits. 
 ITEM 4 - CONTROLS AND PROCEDURES EVALUATION OF CONTROLS AND PROCEDURES With the participation of our management, including our Chief Executive Officer
and Chief Financial Officer, we have evaluated the effectiveness of our
disclosure controls and procedures (as defined in Rule 13a-15(e) under the
Securities Exchange Act of 1934, as amended (the Exchange Act)) as of the end
of the period covered by this Quarterly Report on Form 10-Q. Based upon that
evaluation, our Chief Executive Officer and Chief Financial Officer have
concluded that: (a) information required to disclosed by the Company in this Quarterly Report
on Form 10-Q would be accumulated and communicated to the Companys management,
including its Chief Executive Officer and Chief Financial Officer, as
appropriate, to allow timely decisions regarding required disclosure; (b) information required to be disclosed by the Company in this Quarterly
Report on Form 10-Q would be recorded, processed, summarized and reported
within the time periods specified in the SECs rules and forms; and (c) the Companys disclosure controls and procedures are effective as of the
end of the period covered by this Quarterly Report on Form 10-Q to ensure that
material information relating to the Company and its consolidated subsidiary is
made known to them, particularly during the period for which our periodic
reports, including this Quarterly Report on Form 10-Q, are being prepared. CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING There were no changes during the period covered by this Quarterly Report on
Form 10-Q in our internal control over financial reporting (as defined in Rule
13a-15(f) under the Exchange Act) that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting. 11.




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CSB BANCORP, INC. FORM 10-Q
Quarter ended June 30, 2004 
  
 Item 1 -  Legal Proceedings:  There are no matters required to be reported under this item. 
 Item 2 -  Changes in Securities, Use of Proceeds, and Issuer Purchases of Equity 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:  The 2004 Annual Meeting of Shareholders of the Company was held on
April 21, 2004. Matters submitted to a vote of the security holders
at the meeting was the election of three members to the Board of
Directors, each to continue in office until the 2007 Annual
Shareholders Meeting. Nominee
    
    For
    
    WithheldJeffery A. Robb, Sr.
    
    
    1,672,307
    
    
    
    180,264Samuel M. Steimel
    
    
    1,508,368
    
    
    
    344,203John R. Waltman
    
    
    1,809,533
    
    
    
    43,038
  The following individuals continued as directors of CSB following the
2004 Annual Meeting of Shareholders:  John J. Limbert
J. Thomas Lang
Robert K. Baker
Ronald E. Holtman
Daniel J. Miller
Eddie L. Steiner 
 Item 5 -  Other Information:  There are no matters required to be reported under this item. 12.




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##### Table of Contents



CSB BANCORP, INC. FORM 10-Q
Quarter ended June 30, 2004
PART II - OTHER INFORMATION 
 Item 6 - Exhibits and Reports on Form 8-K:  (a)
    
    Exhibits: ExhibitNumber
    
    Description of Document3.1
    
    Amended Articles of Incorporation of CSB Bancorp, Inc.3.2
    
    Code of Regulations of CSB Bancorp, Inc.11
    
    Statement Regarding Computation of Per Share
Earnings (reference is hereby made to Consolidated
Statements of Income on page 4 hereof.)31.1
    
    Rule 13a-14(a)/15d-14(a) CEOs Certification31.2
    
    Rule 13a-14(a)/15d-14(a) CFOs Certification32.1
    
    Section 1350 CEOs Certification32.2
    
    Section 1350 CFOs Certification
 (b) Reports on Form 8-K:  Form 8-K dated April 19, 2004, containing a quarterly report to
shareholders that included financial statements for the period ended
March 31, 2004.  Form 8-K dated June 25, 2004, containing a press release announcing
the quarterly dividend. 13.




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##### Table of Contents



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: 08/06/04
    
    /s/ John J. LimbertJohn J. LimbertPresidentChief Executive OfficerDate: 08/06/04
    
    /s/ A. Lee MillerA. Lee MillerSenior Vice PresidentChief Financial Officer
 14.




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##### Table of Contents



CSB BANCORP, INC. 
 Index to Exhibits Exhibit
    
    
    
    SequentialNumber
    
    Description of Document
    
    Page3.1
    
    Amended Articles of Incorporation of CSB Bancorp, Inc.
    
    163.2
    
    Code of Regulations of CSB Bancorp, Inc.
    
    3011
    
    Statement Regarding Computation of Per
Share Earnings (reference is hereby made to
Consolidated Statements of Income on page 4
hereof.)
    
    4331.1
    
    Rule 13a-14(a)/15d-14(a) CEOs Certification
    
    4431.2
    
    Rule 13a-14(a)/15d-14(a) CFOs Certification
    
    4632.1
    
    Section 1350 CEOs Certification
    
    4832.2
    
    Section 1350 CFOs Certification
    
    49
 15.