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:  SEPTEMBER 30, 1998

                            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    2,642,780 shares outstanding at 
                                 November 5, 1998

                       CSB BANCORP, INC.
                         FORM 10-Q
               QUARTER ENDED SEPTEMBER 30, 1998


               Part I - Financial Information

ITEM 1 - FINANCIAL STATEMENTS (Unaudited)              Page

Consolidated Balance Sheets                              3

Consolidated Statements of Income                        4

Consolidated Statements of Comprehensive Income          5

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        16

ITEM 3 - QUALITATIVE AND QUANTITATIVE DISCLOSURES
ABOUT MARKET RISK                                       18


             Part II - Other Information

Other Information                                       19

Signatures                                              20

<PAGE>
<TABLE>

CSB BANCORP, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)

<CAPTION>

                                                     September 30,      December 31,
                                                          1998                1997
<S>                                                  <C>                <C>
ASSETS
Cash and noninterest-bearing deposits with banks     $  8,672,327       $  8,090,785
Interest-bearing deposits with banks                      156,624             31,257
Federal funds sold                                     12,273,000          6,213,000
                                                      -----------        -----------
Total cash and cash equivalents                        21,101,951         14,335,042
Time deposits with other institutions                   2,000,000          3,000,000
Securities available for sale, at fair value           22,780,174         28,042,412
Securities held to maturity (Fair values of
  $61,195,779 in 1998 and $59,773,637 in 1997)         59,162,524         58,385,434
Loans
 Total loans                                          189,545,203        179,676,242
 Allowance for loan losses                              2,649,179          2,349,039
                                                      -----------        -----------
  Net loans                                           186,896,024        177,327,203
Premises and equipment, net                             4,588,706          3,601,254
Accrued interest receivable and other assets            3,779,407          3,750,570
                                                      -----------        -----------
   Total assets                                      $300,308,786       $288,441,915
                                                      ===========        ===========

LIABILITIES
Deposits
  Noninterest-bearing                                $ 23,351,303       $ 24,678,146
  Interest-bearing                                    227,380,861        216,525,123
                                                      -----------        -----------
    Total deposits                                    250,732,164        241,203,269
Securities sold under repurchase agreements             7,610,797          7,290,759
Federal Home Loan Bank borrowings                      10,340,751         11,686,863
Accrued interest payable and other liabilities          1,190,520            986,544
                                                      -----------        -----------
  Total liabilities                                   269,874,232        261,167,435

SHAREHOLDERS' EQUITY
Common stock, $6.25 par value:  3,000,000 shares 
  authorized; 1998 - 2,649,181 shares issued; 
  1997 - 1,314,591 shares issued                       16,557,380          8,216,191
Additional paid-in capital                              5,740,960          5,135,899
Retained earnings                                       8,032,587         13,907,908
Treasury stock at cost: 6,400 shares                      (56,000)           (56,000)
Unrealized gain on securities available for sale          159,627             70,482
                                                      -----------         -----------
Total shareholders' equity                             30,434,554         27,274,480
                                                      -----------         -----------
  Total liabilities and shareholders' equity         $300,308,786       $288,441,915
                                                      ===========        ===========
</TABLE>
See notes to the consolidated financial statements.

<TABLE>
CSB BANCORP, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)


<CAPTION>
                                   Three Months Ended          Nine Months Ended
                                      September 30,                September 30,
                                  1998           1997          1998            1997
<S>                            <C>            <C>            <C>           <C>
Interest income
  Loans, including fees        $4,548,683     $4,273,078     $13,512,173   $12,374,439
  Taxable securities              641,923        819,573       2,061,092     2,324,589
  Nontaxable securities           482,300        395,625       1,404,901     1,017,624
  Other                           199,753        125,928         416,224       586,325
                                ---------      ---------      ----------    ----------
    Total interest income       5,872,659      5,614,204      17,394,390    16,302,977
                                ---------      ---------      ----------    ----------
Interest expense
  Deposits                      2,685,993      2,538,126       7,853,680     7,242,266
  Other                           241,624        243,387         718,823       722,473
                                ---------      ---------       ---------    ----------
   Total interest expense       2,927,617      2,781,513       8,572,503     7,964,739
                                ---------      ---------       ---------    ----------
Net interest income             2,945,042      2,832,691       8,821,887     8,338,238
Provision for loan losses         577,400         99,819         773,785       300,243
                                ---------      ---------       ---------    ----------
Net interest income after 
  provision 
  for loan losses               2,367,642      2,732,872       8,048,102     8,037,995
                                ---------      ---------       ---------     ----------
Other income
  Service charges on deposit
   accounts                       175,693        180,225         535,682       516,006
  Gain on sale of loans             6,011              -           9,540       220,176
  Gain on sale of REO              77,579              -         77,579
  Other income                    240,573        179,106        538,872        393,530
                                ---------      ---------      ---------      ---------
    Total other income            499,856        359,331      1,161,673      1,129,712
                                ---------      ---------      ---------      ---------
Other expense
 Salaries and employee benefits   875,571        777,766      2,550,361      2,292,570
 Occupancy expense                 80,851         76,942        246,241        234,291
 Equipment expense                118,139        121,134        362,307        343,083
 State franchise tax               95,082         87,078        287,323        256,189
 Other expense                    506,082        468,234      1,574,095      1,438,907
                                ---------      ---------      ---------      ---------
    Total other expense         1,675,725      1,531,154      5,020,327      4,565,040
                                ---------      ---------      ---------      ---------
Income before income taxes      1,191,773      1,561,049      4,189,448      4,602,667
Provision for income taxes        215,799        408,700      1,011,685      1,292,401
                                ---------      ---------      ---------      ---------
Net income                     $  975,974     $1,152,349     $3,177,763     $3,310,266
                                =========      =========      =========      =========
Basic and diluted earnings
  per common share             $     0.37     $     0.44     $     1.21     $     1.28
                                =========      =========      =========      =========
</TABLE>



<PAGE>


<TABLE>
CSB BANCORP, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME 
(Unaudited)

<CAPTION>

                                    Three Months Ended              Nine Months Ended
                                       September 30,                   September 30,
                                   1998            1997            1998            1997

<S>                               <C>             <C>              <C>            <C>
Net income                        $  975,974      $1,152,349       $3,177,763     $3,310,266

Other comprehensive income, 
  Net of tax:  Unrealized gains 
  arising during period               88,784          51,862           89,145         51,802
                                   ---------       ---------        ---------      ----------
Comprehensive income              $1,064,758      $1,204,211       $3,266,908     $3,362,068
                                   =========       =========        =========      ==========


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


<TABLE>
CSB BANCORP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES 
IN SHAREHOLDERS' EQUITY
(Unaudited)

<CAPTION>

                                     Three Months Ended         Nine Months Ended
                                        September 30,             September 30,
                                     1998           1997        1998          1997
<S>                                <C>           <C>           <C>           <C>
Balance at beginning of period     $29,485,593   $25,444,972   $27,274,480   $23,426,480

Net income                             975,974     1,152,349     3,177,763     3,310,266

Common stock issued under
  the dividend reinvestment
  program and 401(k) plan              148,300       173,635       684,564       476,401

Cash dividends ($.10 and $.30
  per share in 1998; $.085 and
  $.255 per share in 1997)            (264,097)     (221,902)      (791,398)    (664,033)

Change in unrealized gain/loss
  on securities available for sale      88,784        51,862         89,145       51,802
                                    -----------   ----------      ---------   ----------
Balance at end of period           $30,434,554   $26,600,916    $30,434,554  $26,600,916
                                    ===========   ==========     ==========   ==========

</TABLE>

See notes to the consolidated financial statements.


<TABLE>
CSB BANCORP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)


<CAPTION>
                                                 Nine Months Ended
                                                    September 30,
                                                1998             1997
<S>                                        <C>             <C>
Net cash from operating activities         $  4,466,152    $  2,779,919

Cash flows from investing activities
  Net change in time deposits with
    other institutions                        1,000,000               -
  Securities available for sale
    Proceeds from maturities                 11,500,000       7,000,000
    Purchases                                (6,061,574)    (21,959,913)
  Securities held to maturity
    Proceeds from maturities, calls and 
     repayments                               7,179,734       9,181,211
    Purchases                                (7,986,984)    (24,109,272)
  Net change in loans                       (11,414,523)    (19,629,433)
  Loan sale proceeds                            979,540      10,766,167
  Purchase of premises and equipment, net    (1,291,423)       (715,954)
                                             -----------    ------------
    Net cash from investing activities       (6,095,230)    (39,467,194)

Cash from financing activities
  Net change in deposits                      9,528,895      20,188,685
  Net change in repurchase agreements           320,038       1,055,246
  Advances on FHLB borrowings                         -       1,289,309
  Principal payments on FHLB borrowings      (1,346,112)     (1,090,500)
  Shares issued for 401(k) Plan                 523,060         288,483
  Cash dividends paid, net of dividend 
   reinvestment                                (629,894)       (476,115)
                                             -----------     -----------
    Net cash from financing activities        8,395,987      21,255,108
                                             -----------     -----------
Net change in cash and cash equivalents       6,766,909     (15,432,167)

Beginning cash and cash equivalents          14,335,042      30,317,756
                                             ----------      -----------
Ending cash and cash equivalents           $ 21,101,951    $ 14,885,589
                                             ==========      ===========

Supplemental disclosures
 Interest paid                             $  8,580,996    $  7,956,723
 Income taxes paid                              975,000       1,323,866

</TABLE>

See notes to the consolidated financial statements.


<PAGE>
                            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").  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 September 30, 1998, 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, 1997, contains consolidated financial statements and
related notes which should be read in conjunction with the
accompanying consolidated financial statements.

The Company is engaged in the business of commercial and retail
banking and trust services, with operations conducted through its
main office and eight branches located in Millersburg, Ohio, and
nearby communities.  These communities are the source of
substantially all deposit, loan and trust activities.  The majority
of the Company's income is derived from commercial and retail
lending activities and investments in securities.

To prepare financial statements in conformity with generally
accepted accounting principles, management makes estimates and
assumptions based on available information.  These estimates and
assumptions affect amounts reported in the financial statements and
the disclosures provided, and future results could differ.  The
allowance for loan losses, realization of deferred tax assets, fair
value of certain securities and determination and carrying value of
impaired loans are particularly subject to change.

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
judgment, should be charged-off.

Loan impairment is reported when full payment 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 or at the fair value of collateral if repayment is expected
solely from the collateral.  Loans are evaluated for 

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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 Company records income tax expense based on the amount of tax
due on its tax return plus deferred taxes computed based on the
expected future tax consequences of temporary differences between
the carrying amounts and tax bases of assets and liabilities, using
enacted tax rates.

Basic Earnings Per Share ("EPS") is based on net income divided by
the weighted average number of shares outstanding during the period. 
Diluted EPS shows the dilutive effect of additional common shares
issuable under stock options.  The weighted average number of shares
outstanding for basic EPS was 2,640,766 and 2,634,841 for the three
and nine month periods ended September 30, 1998 and 2,609,234 and
2,601,638 for the three and nine month periods ended September 30,
1997.  The weighted average number of shares outstanding for diluted
EPS, which includes the effect of stock options granted using the
treasury stock method, was 2,641,767 and 2,635,797 for the three and
nine month periods ended September 30, 1998 and 2,609,940 and
2,602,344 for the three and nine month periods ended September 30,
1997.  

SFAS No. 130, "Reporting Comprehensive Income," establishes
standards for reporting and display of comprehensive income and its
components (revenues, expenses, gains and losses) in a full set of
general-purpose financial statements.  SFAS 130 is effective for the
Company in 1998.  Reclassification of financial statements for
earlier periods provided for comparative purposes is required.  The
information required by SFAS 130 is included in these financial
statements.

SFAS No. 131, "Disclosures about Segments of an Enterprise and
Related Information," changes the way public business enterprises
report information about operating segments in annual financial
statements and requires those enterprises report selected
information about reportable segments in interim financial reports
issued to shareholders.  It also establishes standards for related
disclosures about products and services, geographic areas and major
customers.  SFAS 131 becomes effective for the Company in 1998.

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities" - SFAS 133 requires companies to record derivatives on
the balance sheet as assets or liabilities, measured at fair value. 
Gains or losses resulting from changes in the values of those
derivatives would be accounted for depending on the use of the
derivative and whether it qualifies for hedge accounting.  The key
criterion for hedge accounting is that the hedging relationship must
be highly effective in achieving off-setting changes in fair value
or cash flows.  SFAS 133 does not allow hedging of a security which
is classified as held to maturity, accordingly, upon adoption of
SFAS 133, companies may reclassify any security from held to
maturity to available for sale if they wish to be able to hedge the
security in the future.  SFAS 133 is effective for fiscal years
beginning after June 15, 1999 with early adoption encouraged for any
fiscal quarter beginning July 1, 1998 or later, with no retroactive
application.  Management does not expect the adoption SFAS 133 to
have a significant impact on the Corporation's financial statements.
 
<PAGE>
<TABLE>
NOTE 2 - SECURITIES

The amortized cost and fair values of securities are as follows:
<CAPTION>
                                                  September 30, 1998
                                                   Gross       Gross
                                        Amortized  Unrealized  Unrealized    Fair
                                        Cost       Gains       Losses        Value
<S>                                   <C>          <C>         <C>         <C>
Available for sale
  Debt securities
    U.S. Treasury securities          $10,021,508  $  147,710  $      -    $10,169,219
    U.S. Government agencies           10,490,107      94,149         -     10,584,255
                                       ----------   ---------    -------    ----------
    Total debt securities              20,511,615     241,859         -     20,753,474
  Other securities                      2,026,700           -         -      2,026,700
                                       ----------   ---------    -------    ----------
    Total securities available
     for sale                         $22,538,315  $  241,859  $      -    $22,780,174
                                       ==========   =========   ========    ==========
Held to maturity
  U.S. Treasury securities            $12,125,064  $  181,248  $      -    $12,306,312
  U.S. Government agencies              6,990,514      47,215         -      7,037,729
  Obligations of state and
   political subdivisions              40,046,946   1,805,462      (670)    41,851,738
                                       ----------   ---------    -------    ----------
    Total debt securities
      held to maturity                $59,162,524  $2,033,925  $   (670)   $61,195,779
                                       ==========   =========    =======    ==========
</TABLE>


<PAGE>

<TABLE>
NOTE 2 - SECURITIES (Continued)

<CAPTION>
                                                       December 31, 1997
                                                     Gross          Gross
                                       Amortized     Unrealized     Unrealized   Fair
                                       Cost          Gains          Losses       Value
<S>                                   <C>            <C>            <C>          <C>
Available for sale
 Debt securities
  U.S. Treasury securities            $16,021,859    $   72,864     $   (349)    $16,094,374
  Obligations of U.S. government
   corporations and agencies            9,978,862        40,872       (6,596)     10,013,138
                                       ----------     ---------      --------     ----------
  Total debt securities available
    for sale                           26,000,721       113,736       (6,945)     26,107,512
 Other securities                       1,934,900             -            -       1,934,900
                                       ----------     ---------      --------     ----------
     Total securities available
       for sale                       $27,935,621    $  113,736     $ (6,945)    $28,042,412
                                       ==========     =========      ========     ==========
Held to maturity
 U.S. Treasury securities             $15,121,855    $  130,739     $ (1,095)    $15,251,499
 Obligations of U.S. government
   corporations and agencies            7,540,006        11,870       (6,343)      7,545,533
 Obligations of states and
   political subdivisions              35,723,573     1,262,675       (9,643)     36,976,605
                                       ----------     ---------      --------     -----------
     Total securities held to 
       maturity                       $58,385,434    $1,405,284     $(17,081)    $59,773,637
                                       ==========     =========      ========     ==========


</TABLE>

No securities were sold during the first nine months 
of 1998 or 1997. 

The amortized cost and fair values of debt securities 
at September 30, 1998, by contractual maturity, are shown below.  


<TABLE>


<CAPTION>
                              Available-for-sale securities     Held-to-maturity securities
                              Amortized           Fair          Amortized       Fair
                               Cost               Value         Cost            Value
<S>                          <C>               <C>              <C>            <C>
Due in one year or less      $ 7,497,854       $ 7,545,312      $ 9,100,534    $ 9,149,891
Due from one to five years    13,013,761        13,208,162       15,355,879     15,682,618
Due from five to ten years             -                 -       18,640,955     19,616,025
Due after ten years                    -                 -       16,065,156     16,747,245
Mortgage-backed                        -                 -                -              -
                              ----------        ----------       ----------     ----------
                             $20,511,615       $20,753,474      $59,162,524    $61,195,779
                              ==========        ==========       ==========     ==========

</TABLE>

<PAGE>

NOTE 3 - LOANS AND ALLOWANCE FOR LOAN LOSSES

Loans consisted of the following:

                       September 30, 1998   December 31, 1997

Commercial                $ 82,920,280         $ 80,260,550
Commercial real estate      31,276,136           30,407,670
Residential real estate     54,821,422           49,049,948
Installment and credit card 16,506,585           16,450,211
Construction                 4,020,780            3,507,863
                            ----------          -----------
Total loans               $189,545,203         $179,676,242
                           ===========          ===========

During the first nine months of 1998, the Company received $980,000
in proceeds from mortgage loan sales.  A gain of $9,540 was
recognized on these sales.  During the first nine months of 1997,
the Company received $10.8 million in proceeds from mortgage loan
sales.  A gain of $220,000 was recognized on this sale.  The Company
has identified $18.0 million of loans held for sale as of September
30, 1998.

Activity in the allowance for loan losses for the nine months ended
September 30, 1998 and 1997 is as follows:

                                1998                1997

Beginning balance          $2,349,039           $2,120,845
Provision for loan losses     773,785              300,243
Loans charged off            (516,732)            (189,132)
Recoveries                     43,087               41,373
                            ---------            ----------
Ending balance             $2,649,179           $2,273,329
                            =========            ==========

Impaired loans at September 30, 1998 and December 31, 1997 is as
follows:

                                         September 30,  December 31,
                                           1998         1997

Loans with no allowance for loan losses
  allocated                            $   72,944      $        0
Loans with allowance for loan losses
  allocated                             1,639,101       1,384,000
Amount of allowance allocated             505,961         437,000


NOTE 3 - LOANS AND ALLOWANCE FOR LOAN LOSSES (Continued)

Impaired loans for the nine months ended September 30, 1998 and
1997, is as follows:

                                           1998          1997
Average of impaired loans             $1,498,000      $1,173,000
Interest income recognized 
 during impairment                        58,945          54,801
Cash basis interest income recognized     57,994          45,899


NOTE 4 - FEDERAL HOME LOAN BANK BORROWINGS

The Company borrows from the Federal Home Loan Bank (FHLB) to fund
certain fixed-rate residential real estate loans.  At September 30,
1998, the Company had 189 outstanding borrowings from the FHLB. 
These borrowings carry fixed interest rates ranging from 5.60% to
7.15% and maturities of 10, 15, and 20 years. The Company matches
each borrowing against a fixed-rate mortgage loan with a similar
maturity.  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 $15.5 million of qualifying mortgage loans at
September 30, 1998.


NOTE 5 - COMMITMENTS, OFF-BALANCE SHEET RISK, AND CONTINGENCIES

The Company is a party to financial instruments with off-balance
sheet risk in the normal course of business to meet customer
financing needs.  These financial instruments include commitments to
make or purchase loans, undisbursed lines of credit, undisbursed
credit card balances and letters of credit.  The Company's exposure
to credit loss in case of nonperformance by the other party to the
financial instrument is represented by the contractual amount of
those instruments.  The Company follows the same credit policy to
make such commitments as it uses for those loans recorded on the
balance sheet.

At September 30, 1998 and December 31, 1997, commitments to make
loans, primarily in the form of undisbursed portions of approved
lines of credit, amounted to approximately $34.8 million and $29.0
million, substantially all of which carried adjustable rates of
interest.  Commitments under outstanding standby letters of credit
amounted to $652,000 at September 30, 1998 and $820,000 at December
31, 1997.  Since many commitments to make loans expire without being
used, the amount does not necessarily represent future cash
commitments.  Collateral obtained relating to these commitments is
determined using management's credit evaluation of the borrower and
may include real estate, vehicles, business assets, deposits and
other items.

NOTE 5 - COMMITMENTS, OFF-BALANCE SHEET RISK, AND CONTINGENCIES
(Continued)

The Company sold $980,000 in residential mortgage loans during 1998
and $10.8 million during 1997.  The Company has agreed to repurchase
individual loans if they become delinquent by greater than ninety
days.  A recourse obligation has been established by management
based on past loan loss experience and other factors.  This
liability is not material.

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, ultimate
disposition of these matters is not expected to have a material
affect on financial condition or results of operations.





                          CSB BANCORP, INC.
      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                CONDITION AND RESULTS OF OPERATION

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 September 30, 1998,
compared to December 31, 1997, and the consolidated results of
operations for the quarterly and year-to-date periods ending
September 30, 1998, compared to the same periods in 1997.  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 Company 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 Company is not aware of any
current recommendations by regulatory authorities that would have
such effect if implemented.


FINANCIAL CONDITION

Total securities decreased approximately $4.5 million during the
first nine months of 1998 as maturing investment securities were
used to fund loan activity.  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 September 30, 1998, approximately 20% of the
securities portfolio matures within one year. 

Total loans increased $9.9 million, or 5.5%, during the first nine
months of 1998.  Residential real estate loans increased $5.8
million, or 11.8% and commercial loans increased $2.7 million, or
3.3%.  These increases were primarily a result of increased loan
demand in the Company's service area as the local economy remains
strong.  The commercial loans are generally variable-rate, based on
the Prime rate and may be unsecured or collateralized by business or
farm equipment.  These loans are generally of higher credit risk
than residential mortgage loans.  The Company identified $18.0
million in loans held for sale as of September 30, 1998.

As a percentage of loans, the allowance for loan losses was 1.40% at
September 30, 1998 and 1.31% at December 31, 1997.  Impaired loans
were approximately $1.7 million, or 0.90% of total loans, at
September 30, 1998, compared to 0.77% of loans at December 31, 1997. 
These credits are considered in management's analysis of the
allowance for loan losses.

Premises and equipment increased $987,000, or 27.4%, during the
first nine months of 1998.This was primarily due to the completion
of the Shreve office, which opened in March 1998.  Additional
investment was made in the design and plan of the new operations
center, which should be completed in 1999.

At September 30, 1998, the ratio of net loans to deposits was 74.5%,
compared to 73.5% at the end of 1997 due to the increase in loans
discussed earlier.  Total deposits increased $9.5 million, or 4.0%
during the first nine months of 1998.  The increase is due primarily
to a $8.3 million, or 5.9%, increase in certificates of deposit. 

Total shareholders' equity was increased in part by year-to-date net
income of $3.2 million, less $791,000 of cash dividends declared. 
The cash dividend represents 25% of net income for the first nine
months of 1998.  Also contributing to capital was the dividend
reinvestment program (DRIP) and the purchase of stock by the
Company's 401(k) retirement plan which increased equity
approximately $685,000 during the first nine months of 1998.  

The Company and its subsidiary meet all regulatory capital
requirements and are considered to be "well capitalized" at
September 30, 1998.  The Company's ratio of total capital to 
risk-weighted assets was 17.47% at September 30, 1998, while Tier 1
risk-based capital ratio was 16.22%.  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 10.14% at
September 30, 1998, which exceeds the regulatory minimum of 3% to
5%.


RESULTS OF OPERATIONS

Net income for the nine months ended September 30, 1998 was $3.2
million, or $1.21 per share, remaining comparable to $3.3 million or
$1.28 per share earned during the same period last year, a decrease
of $133,000 or 4.0%.  Third quarter net income was $976,000, or
$0.37 per share, in 1998, compared to $1.2 million, or $0.44 per
share for the third quarter of 1997.  The primary factor
contributing to this decrease was the increase in the provision for
loan losses.

Net interest income was $8.8 million for the first nine months of
1998, a 5.8% increase from 1997.  Interest and fees on loans
increased $1.1 million or 9.2%, which resulted primarily from a
higher average balance of loans.  Interest income on all securities
was comparable to the same period in 1997, while shifting from
income on taxable securities to nontaxable securities.  Net interest
income for the third quarter of 1998 totaled $2.9 million, up 4.0%
from $2.8 million in the third quarter of 1997.  Most of this
increase resulted from the increase in total loans.  Income from
taxable investments decreased $178,000 or 21.7% from the third
quarter of 1997 to the third quarter of 1998, while income from
nontaxable securities increased $87,000 or 21.9% for the same
period.  

Interest expense increased $608,000, or 7.6% for the nine months
ended September 30, 1998, compared to the nine months ended
September 30, 1997.  This increase was the result of increases in
the average balance of NOW accounts, savings and certificates of
deposit.  For the third quarter of 1998 compared to the same period
in 1997, interest expense increased $146,000 or 5.3%.  The changes
were primarily volume related.  

The provision for loan losses was $577,000 for the third quarter of
1998 and $774,000 during the first nine months of 1998.  This
represents increases of $478,000 and $474,000 over the three month
and nine month periods, respectively, of 1997.  The increase in the
provision is based on management's analysis of the loan portfolio,
including but not limited to, impaired loans, the increase in loans
charged off, loan growth and the portfolio mix.

Other income increased approximately $32,000 or 2.8% for the first
nine months of 1998 and $141,000 or 39.1% for the third quarter of
1998, compared to the respective periods in 1997.  The decrease in
gain on sale of loans was more than offset by the gain on sale of
REO and an increase in other income, which was due to increased
trust and financial services income.  

Other expenses increased $455,000 or 10.0% for the nine months ended
September 30, 1998 and $145,000, or 9.4%, for the three months ended
September 30, 1998, compared to the same periods in 1997. 
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 11.2% in the nine month
period and 12.6% for the third quarter, and state franchise taxes
increased as a result of 1997 earnings retention.  The increase in
salaries and employee benefits is in part due to normal merit
increases and the staffing of the new branch office in Shreve, Ohio. 
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 $7.0 million for the first nine months and $216,000
during the third quarter reflected an effective rate of 24.1% and
18.1%, compared to effective rates of 31.9% and 29.1% for the same
time periods in 1997.  The decrease in effective rates resulted from
increased nontaxable interest income.

YEAR 2000 ISSUE

Certain statements contained in this section of "Management's
Discussion and Analysis of Financial Condition and Results of
Operation" that are not related to historical results are 
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995.  These statements involve
a number of risks and uncertainties.  Any forward-looking statements
made by the Company herein and in future reports and statements are
not guarantees of future performance and actual results may differ
materially from those in forward-looking statements as a result of
various factors.  These factors include the ability of the Company
and its key service providers, vendors, suppliers, customers and
governmental entities to replace, modify or upgrade computer systems
in ways that adequately address the Year 2000 issue discussed below. 
Special factors that might cause actual results to vary materially
from the results anticipated include the ability to identify and
correct all relevant computer codes and embedded chips,
unanticipated difficulties or delays in the implementation of the
Company's plans and the ability of third parties to adequately
address their own Year 2000 issues.  

Many computer programs use only two digits to identify a year in the
date field and were apparently designed and developed without
considering the impact of the upcoming change in the century.  Such
programs could erroneously read entries for the Year 2000 as the
Year 1900.  This could result in major systems failures and
miscalculations.  Rapid and accurate data processing is essential to
the operations of financial institutions, such as the Company.  

In 1997, the Company formed a Year 2000 Committee to assess the
extent to which its information technology, non-information
technology and its outside vendors may be adversely affected by the
Year 2000 problems.  Management has identified systems as mission
critical or non-mission critical.  Vendors of all mission critical
systems have been contacted regarding the status of the renovation
and validation of the systems.  The Company is currently in the
process of testing these mission critical systems. 

In addition to reviewing its own systems, the Company also
recognizes it could incur losses if loan payments are delayed due to
Year 2000 problems affecting any of the Company's significant
borrowers or impairing the payroll systems of large employers in the
Company's primary market area.  Because the Company's loan portfolio
is highly diversified with regard to individual borrowers and types
of businesses and the Company's primary market area is not
significantly dependent on one employer or industry, the Company
does not expect any significant or prolonged Year 2000 related
difficulties.  In addition, the Company is providing information to
its customers about the Year 2000 issue. 

At the present time, management estimates that the costs associated
with completing the comprehensive Year 2000 plan will be
approximately $250,000.  This includes hardware and software
upgrades, testing, training, and other out-of-pocket expenses.  The
budget does not include in-house personnel costs.  

Management is in the process of developing contingency plans for
mission critical systems, where applicable.  These contingency plans
include both remediation and business resumption plans.  


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 September 30, 1998
from that presented in the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1997.


                         CSB BANCORP, INC.
                            FORM 10-Q
                  Quarter ended September 30, 1998
                    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:
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


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.


                        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: November 12, 1998             /s/  Douglas D. Akins
                                    (Signature)
                                    Douglas D. Akins
                                    President 
                                    Chief Executive Officer



Date: November 12, 1998             /s/  A. Lee Miller
                                    (Signature)
                                    A. Lee Miller
                                    Senior Vice President 
                                    Chief Financial Officer


                  CSB BANCORP, INC.
                  Index to Exhibits



Exhibit                               Sequential
Number     Description of Document    Page

27         Financial Data Schedule