UNITED STATES

                        SECURITY AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

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

          For the quarterly period ended June 30, 2000
                                         -------------

                                       OR

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

          For the transition period from ________________ to ___________________

                         Commission File Number: 0-26650

                            CSB FINANCIAL GROUP, INC.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)


              Illinois                                        37-1336338
--------------------------------                     ---------------------------
  (State or other jurisdiction                       (I.R.S. Employer ID Number)
of incorporation or organization)

  200 South Poplar, Centralia, Illinois                         62801
---------------------------------------                       ----------
(Address of principal executive offices)                      (Zip code)


        Registrant's telephone number, including area code (618) 532-1918
                                                           --------------

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

            Class                           Shares outstanding at August 4, 2000
-----------------------------               ------------------------------------
Common Stock, Par Value $0.01                               732,299


<PAGE>


Contents

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

        - Consolidated Balance Sheets

        - Consolidated Statements of Income and Comprehensive Income

        - Consolidated Statements of Cash Flows

        - Notes to Unaudited Consolidated Financial Statements

Item 2.  Management's Discussion and Analysis of Financial Condition and
          Results of Operations

PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings

Item 2.  Changes in Securities

Item 3.  Defaults Upon Senior Securities

Item 4.  Submission of Matters to a Vote of Security Holders

Item 5.  Other Information

Item 6.  Exhibits and Reports on Form 8-K

SIGNATURES





<PAGE>


CSB FINANCIAL GROUP, INC. and SUBSIDIARY

Consolidated Balance Sheets

June 30, 2000 and September 30, 1999

(Unaudited in thousands, except share data)
<TABLE>


                                                                June 30,  September 30,
                                                                   2000       1999
---------------------------------------------------------------------------------------
<S>                                                             <C>       <C>
ASSETS
Cash and cash equivalents .....................................   $   856    $   871
Securities:
   Available for sale .........................................    15,876     17,118
   Nonmarketable equity securities ............................       243        216
Loans .........................................................    30,623     29,142
Allowance for loan losses .....................................      (222)      (222)
                                                                  ------------------
              Loans, net ......................................    30,401     28,920
Premises and equipment ........................................       622        683
Accrued interest receivable ...................................       466        318
Intangible assets .............................................       493        539
Other assets ..................................................        94        255
                                                                  ------------------
              Total assets ....................................   $49,051    $48,920
                                                                  ==================




LIABILITIES AND STOCKHOLDERS'  EQUITY

LIABILITIES:
   Deposits:
      Demand ..................................................   $ 8,467    $ 8,563
      Savings .................................................     3,409      3,794
      Time deposits > $100,000 ................................     3,012      2,627
      Other time deposits .....................................    22,039     21,922
                                                                  ------------------
              Total deposits ..................................    36,927     36,906
                                                                  ------------------
   Advances from the Federal Home Loan Bank ...................     1,600      1,400
   Other liabilities ..........................................       195        336
                                                                  ------------------
              Total liabilities ...............................    38,722     38,642
                                                                  ------------------

COMMITMENTS, CONTINGENCIES AND CREDIT RISK

STOCKHOLDERS' EQUITY
   Preferred stock, $0.01 par value; 100,000 shares authorized;
      none issued
   Common stock, $0.01 par value; authorized 2,000,000 shares;
      1,035,000 shares issued .................................        10         10
   Paid-in capital ............................................     7,839      7,829
   Retained earnings ..........................................     6,780      6,683
   Accumulated other comprehensive income (loss) ..............      (157)       (53)
   Unearned employee stock ownership plan shares ..............      (145)      (160)
   Management recognition plan ................................      (481)      (514)
                                                                  ------------------
                                                                   13,846     13,795
   Less cost of treasury stock; 302,701 shares at June 30, 2000
      and September 30, 1999 ..................................    (3,517)    (3,517)
                                                                  ------------------
              Total stockholders' equity ......................    10,329     10,278
                                                                  ------------------

              Total liabilities and stockholders' equity ......   $49,051    $48,920
                                                                  ==================

</TABLE>
See Notes to Unaudited Consolidated Financial Statements.
<PAGE>


CSB Financial Group, Inc.
Consolidated Statements of Income
Nine Months Ended June 30, 2000 and 1999

(Unaudited, in thousands, except per share data)

<TABLE>
                                                                     Nine Months Ended
                                                                          June 30,
                                                                    --------------------
                                                                       2000       1999
                                                                    --------------------
<S>                                                                 <C>         <C>
Interest income:
   Loans and fees on loans ......................................   $  1,758    $  1,666
   Securities ...................................................        792         764
                                                                    --------------------
              Total interest income .............................      2,550       2,430
                                                                    --------------------

Interest expense:
   Deposits .....................................................      1,168       1,160
   Borrowings ...................................................         39         - -
                                                                    --------------------
              Total interest expense ............................      1,207       1,160
                                                                    --------------------

              Net interest income ...............................      1,343       1,270
Provision for loan losses .......................................         17          54
                                                                    --------------------

              Net interest income after provision for loan losses      1,326       1,216
                                                                    --------------------

Noninterest income:
   Service charges on deposits ..................................         72          60
   (Loss) on sale of securities, net ............................         (3)        - -
   Other ........................................................         40          38
                                                                    --------------------
              Total noninterest income ..........................        109          98
                                                                    ---------------------

Noninterest expense:
   Compensation and employee benefits ...........................        487         449
   Occupancy and equipment ......................................         97          71
   Data processing ..............................................        109         116
   Audit, legal and other professional ..........................        344          61
   Other ........................................................        333         293
                                                                    --------------------
              Total noninterest expense .........................      1,370         990
                                                                    --------------------
              Income before income taxes ........................         65         324
Income taxes (benefit) ..........................................        (32)        100
                                                                    --------------------
              Net income ........................................   $     97    $    224
                                                                    ====================

Earnings per share
   Basic ........................................................   $   0.13       0.31
                                                                    ===================
   Diluted ......................................................   $   0.13       0.31
                                                                    ===================

Weighted average shares outstanding
   Basic ........................................................    724,900     718,919
                                                                    ====================
   Diluted ......................................................    749,640     728,441
                                                                    ====================
</TABLE>
See Notes to Unaudited Consolidated Financial Statements.
<PAGE>


CSB Financial Group, Inc.

Consolidated  Statements of  comprehensive  income (LOSS) Nine Months Ended June
30,2000 and 1999 (Unaudited, in thousands, except per share data)

<TABLE>
                                                                    Nine Months Ended
                                                                         June 30,
                                                                    ------------------
                                                                      2000      1999
                                                                    ------------------
<S>                                                                 <C>        <C>
Net income .......................................................  $    97    $   224

Change in unrealized gain (loss) on securities available for sale,
   net of tax of $(64) and $(134) ................................     (106)      (218)

Less:  Reclassification adjustment, net of tax of $1 and $0 ......        2        - -
                                                                    ------------------
                                                                       (104)      (218)
                                                                    ------------------

Comprehensive income (loss) ......................................  $    (7)   $     6
                                                                    ==================

</TABLE>
See Notes to Unaudited Consolidated Financial Statements.
<PAGE>


CSB Financial Group, Inc.
Consolidated Statements of Income
Three Months Ended June 30, 2000 and 1999

(Unaudited, in thousands, except per share data)
<TABLE>

                                                                     Three Months Ended
                                                                         June 30,
                                                                    --------------------
                                                                      2000        1999
                                                                    --------------------
<S>                                                                 <C>         <C>
Interest income:
   Loans and fees on loans ......................................   $    605    $    572
   Securities ...................................................        253         236
                                                                    --------------------
              Total interest income .............................        858         808
                                                                    --------------------

Interest expense:
   Deposits .....................................................        386         363
   Borrowings ...................................................          3         - -
                                                                    --------------------
              Total interest expense ............................        389         363

              Net interest income ...............................        469         445
Provision for loan losses .......................................        - -          18
                                                                    --------------------

              Net interest income after provision for loan losses        469         427
                                                                    --------------------

Noninterest income:
   Service charges on deposits ..................................         22          21
   (Loss) on sale of securities .................................         (4)        - -
   Other ........................................................         23          13
                                                                    --------------------
              Total noninterest income ..........................         41          34
                                                                    --------------------

Noninterest expense:
   Compensation and employee benefits ...........................        151         123
   Occupancy and equipment ......................................         45          24
   Data processing ..............................................         25          22
   Audit, legal and other professional ..........................        222          15
   Other ........................................................        162         136
                                                                    --------------------
              Total noninterest expense .........................        605         320
                                                                    --------------------
              Income (loss) before income taxes .................        (95)        141
Income taxes (benefit) ..........................................        (53)         46
                                                                    --------------------
              Net income (loss) .................................   $    (42)   $     95
                                                                    ====================

Earnings (loss) per share
   Basic ........................................................   $  (0.06)   $   0.13
                                                                    ====================
   Diluted ......................................................   $  (0.06)   $   0.13
                                                                    ====================

Weighted average shares outstanding
   Basic ........................................................    725,509     719,091
                                                                    ====================
   Diluted ......................................................    753,992     728,613
                                                                    ====================
</TABLE>
See Notes to Unaudited Consolidated Financial Statements.
<PAGE>


CSB Financial Group, Inc.

Consolidated  Statements of Comprehensive Income (Loss)
Three Months Ended June 30, 2000 and 1999

(Unaudited, in thousands, except per share data)
<TABLE>

                                                                      Three Months Ended
                                                                            June 30,
                                                                      ------------------
                                                                         2000      1999
                                                                       -----------------

<S>                                                                    <C>        <C>
Net income (loss) ................................................     $   (42)   $    95

Change in unrealized gain (loss) on securities available for sale,
   net of tax of $31 and $(1) ....................................          50         (1)

Less:  Reclassification adjustment, net of tax of $1 and $0 ......           3        - -
                                                                       ------------------
                                                                            53         (1)
                                                                       ------------------

Comprehensive income .............................................     $    11    $    94
                                                                       ==================

</TABLE>
See Notes to Unaudited Consolidated Financial Statements.
<PAGE>


CSB Financial Group, Inc.
Consolidated Statements of Cash Flows
Nine Months Ended June 30, 2000 and 1999
(Unaudited, in thousands)

<TABLE>
                                                                   Nine Months Ended
                                                                       June 30,
                                                                     2000     1999
                                                                   -----------------
<S>                                                                <C>       <C>
Cash Flows from Operating Activities:
   Net income ...................................................  $    97   $   224
   Adjustments to reconcile net income to net cash provided
      by operating activities:
      Provision for loan losses .................................       17        54
      Provision for depreciation ................................       72        32
      Amortization of intangible assets .........................       46        46
      Employee stock ownership plan compensation expense ........       25        19
      Management recognition plan compensation expense ..........       33        27
      Deferred income taxes .....................................     (105)        2
      Loss on sale of securities ................................        3       - -
      Amortization and accretion on securities ..................      - -         9
      Change in assets and liabilities:
        (Increase) in accrued interest receivable ...............     (148)     (119)
        (Increase) decrease in other assets .....................      161      (104)
        (Decrease) increase in other liabilities ................       19       (11)
                                                                   -----------------
              Net cash provided by operating activities .........      220       179
                                                                   -----------------

Cash Flows from Investing Activities:
   Securities available for sale:
      Purchases .................................................   (2,283)   (4,651)
      Proceeds from sales .......................................    2,288       - -
      Proceeds from maturities and paydowns .....................    1,075     6,029
   Nonmarketable equity securities:
      Purchases of nonmarketable equity securities ..............      (27)       (1)
   Increase in loans ............................................   (1,498)   (3,199)
   Purchase of premises and equipment ...........................      (11)     (129)
                                                                   -----------------
              Net cash (used in) investing activities ...........     (456)   (1,951)
                                                                   -----------------
Cash Flows from Financing Activities:
   Increase in deposits .........................................  $    21   $ 1,797
   Proceeds from advances from the Federal Home Loan Bank .......    1,600       - -
   Payments on advances from the Federal Home Loan Bank .........   (1,400)      - -
   Purchase of treasury stock ...................................      - -        (5)
                                                                   -----------------
              Net cash provided by financing activities .........      221     1,792

              Increase (decrease) in cash and cash equivalents ..      (15)       20

Cash and cash equivalents at beginning of period ................      871     1,542
                                                                   -----------------

Cash and cash equivalents at end of period ......................  $   856   $ 1,562
                                                                   =================

Supplemental Disclosures:
   Cash paid for:
      Interest ..................................................  $  1,187  $ 1,171
      Income taxes ..............................................  $   144   $    17

   Change in gross unrealized gain/loss on securities available
      for sale ..................................................  $   159   $   352

   Change in deferred taxes on unrealized gain/loss on securities
      available for sale ........................................  $   (55)  $  (134)

</TABLE>
See Notes to Unaudited Consolidated Financial Statements.
<PAGE>


CSB Financial Group, Inc.

Notes to Unaudited Consolidated Financial Statements
(In Thousands, Except Per Share Data)



Note 1.  Background Information

On October 5, 1995, CSB Financial  Group,  Inc. (the "Company")  acquired all of
the  outstanding  shares of Centralia  Savings Bank (the "Bank") upon the Bank's
conversion  from a state  chartered  mutual  savings  bank to a state  chartered
capital  stock  savings  bank.  Centralia  Savings Bank is located in Centralia,
Illinois and serves  customers in Illinois  counties of Clinton and Marion.  The
Company purchased 100% of the outstanding capital stock of the Bank using 50% of
the net proceeds from the Company's  initial stock  offering which was completed
on October 5, 1995. The Company sold 1,035,000  shares of $0.01 par value common
stock at a price of $8 per  share,  including  82,800  shares  purchased  by the
Bank's Employee Stock Ownership Plan ("ESOP").  The ESOP shares were acquired by
the Bank with proceeds from a Company loan totaling $662,400. The gross proceeds
of the offering were  $8,280,000.  After  reducing gross proceeds for conversion
costs of $696,000,  net proceeds  totaled  $7,584,000.  The Company's  stock was
traded on the NASDAQ  Small Caps market under the symbol  "CSBF" until  December
31,  1998,  at which time the Company  transferred  the  quotation of its common
stock to the OTC Bulletin Board under the same symbol.

The  acquisition  of the Bank by the Company was  accounted for as a "pooling of
interests" under generally accepted  accounting  principles.  The application of
the pooling of interests method records the assets and liabilities of the merged
entities on a historical cost basis with no goodwill or other intangible  assets
being recorded.

Note 2.  Basis of Presentation

The  accompanying   unaudited  consolidated  financial  statements  include  the
accounts of CSB Financial Group,  Inc., its wholly owned  subsidiary,  Centralia
Savings Bank, the Bank, and the Bank's wholly-owned  subsidiary,  Centralia SLA.
Centralia  SLA,  Inc.'s  principal  business  activity  is to provide  insurance
services.  All  significant  intercompany  accounts and  transactions  have been
eliminated in consolidation.  The accompanying  unaudited consolidated financial
statements  should  be read  in  conjunction  with  the  consolidated  financial
statements and notes thereto included in the Bank's annual report on Form 10-KSB
for the year ended September 30, 1999. The accompanying  unaudited  consolidated
financial  statements have been prepared in accordance with the instructions for
Form 10-QSB and,  therefore,  do not include  information or footnotes necessary
for a complete presentation of financial condition,  results of operations,  and
cash flows in conformity with generally accepted accounting  principles.  In the
opinion of  management  of the Company,  the  unaudited  consolidated  financial
statements  reflect all  adjustments  necessary to present  fairly the financial
position of the Company at June 30, 2000 the results of operations for the three
months  ended June 30,  2000 and 1999,  and the results of  operations  and cash
flows for the nine months ended June 30, 2000 and 1999.  All  adjustments to the
financial statements were normal and recurring in nature.

Operating  results for the nine months  ended June 30, 2000 are not  necessarily
indicative of the results that may be expected for the year ending September 30,
2000.

Note 3.  Earnings Per Share

Basic  earnings  (loss) per share  ("EPS")  is  computed  as net  income  (loss)
available to common  stockholders  divided by the weighted average common shares
outstanding and vested shares of the Management Recognition Plan.
<PAGE>


Diluted EPS is computed as net income  (loss)  available to common  stockholders
divided  by  the  weighted  average  common  shares  outstanding,  common  stock
equivalents,  and shares awarded under the Management  Recognition Plan weighted
to reflect the portion of the period the shares were outstanding.

The following  reflects  earnings per share  calculations  for basic and diluted
methods:
<TABLE>
                                                                                           For the Nine
                                                                                           Months Ended
                                                                                              June 30,
                                                                                         ------------------
                                                                                           2000       1999
                                                                                         ------------------

<S>                                                                                      <C>        <C>
Net income available to common shareholders ..........................................   $     97   $    224

Basic diluted potential common shares:

   Weighted average shares outstanding ...............................................    713,308    711,053
   Management recognition plan shares vested .........................................     11,592      7,866
                                                                                         -------------------

Basic average shares outstanding .....................................................    724,900    718,919
                                                                                         -------------------

Diluted potential common shares:

   Management recognition plan shares granted, but not vested ........................      5,796      9,522
   Stock option equivalents ..........................................................     18,944        - -
                                                                                         -------------------

Diluted average shares outstanding ...................................................    749,640    728,441
                                                                                         -------------------

Basic earnings per share .............................................................   $   0.13   $   0.31
                                                                                         ===================

Diluted earnings per share ...........................................................   $    0.13  $   0.31
                                                                                         ===================

                                                                                            For the Three
                                                                                            Months Ended
                                                                                              June 30,
                                                                                         -------------------
                                                                                           2000        1999
                                                                                         -------------------

Net income (loss) available to common shareholders ...................................   $    (42)  $     95

Basic diluted potential common shares:

   Weighted average shares outstanding ...............................................    713,917    711,225
   Management recognition plan shares vested .........................................     11,592      7,866
                                                                                         -------------------

Basic weighted average shares outstanding ............................................    725,509    719,091
                                                                                         -------------------

Diluted potential common shares:

   Management recognition plan shares granted, but not vested ........................      5,796      9,522
   Stock option equivalents ..........................................................     22,687
                                                                                         -------------------

Diluted average shares outstanding ...................................................    753,992    728,613
                                                                                         -------------------

Basic earnings (loss) per share ......................................................   $  (0.06)  $   0.13
                                                                                         ==================

Diluted earnings (loss) per share ....................................................   $  (0.06)  $   0.13
                                                                                         ===================
</TABLE>

Note 4.  Employee Stock Ownership Plan

The ESOP acquired 82,800 shares of the Company's stock for future  allocation to
employees as part of the mutual to stock  conversion  process.  The purchase was
funded with a loan from the Company.

Shares are allocated to all eligible  employees as the debt is repaid based on a
prorata  share of total  eligible  compensation.  Employees  21 or older with at
least  1,000  hours  of  service  in a  twelve  month  period  are  eligible  to
participate.  Benefits  will vest over a five year period and in full after five
years of qualified service.
<PAGE>


As shares  are  committed  to be  released  from  unallocated  shares,  the Bank
recognizes compensation expense equal to the current market price of the shares,
and the shares  become  outstanding  for  purposes of  calculating  earnings per
share. The Bank recognized  compensation expense for the ESOP of $25 and $19 for
the nine months ended June 30, 2000 and 1999, respectively.

Dividends  received,  if any, by the ESOP on unallocated shares will be used for
debt service.

In July 1997,  the Company  repurchased  41,400  shares of common stock from the
ESOP.  The ESOP  used  the  proceeds  received  from the  repurchase  to  reduce
outstanding debt to the Company. The balance in unearned ESOP shares was reduced
by the cost of the shares sold to the Company. As of June 30, 2000 and September
30, 1999, the ESOP held 18,181 and 20,021, respectively, of non-committed shares
with a fair value of $273 and $195, respectively.

Note 5.  Stock Option Plan

The Company has a stock  option  plan (SOP) which was  established  in 1996 with
103,500  shares of  common  stock.  The  options  are  granted  by a  Committee,
comprised of directors,  to key employees and directors based on their services.
The exercise price of options  granted must be at least equal to the fair market
value of the common stock on the date the option is granted. The options granted
under the plan become  exercisable  at a rate of 20 percent per year  commencing
one year after the grant date and 20  percent on each  anniversary  date for the
following four years. As of June 30, 2000, 61,750 options had been granted.

A  Nonqualified  Stock  Option Plan (SOP) was  established  in 1997 with 103,500
shares of common  stock.  The options are granted by a  committee,  comprised of
directors,  to key employees and directors based on their services. The exercise
price of the option  granted  must be at least equal to the fair market value of
the common stock on the date the option is granted. The terms of the options and
the  exercise  schedule  are  at the  discretion  of the  committee  and  option
agreements  need not be  identical.  As of June 30,  2000,  no options  had been
granted.

Note 6.  Management Recognition Plan

The  Management  Recognition  Plan  ("MRP")  was  approved  October 10, 1996 and
amended on January 9, 1997. Directors,  officers, and employees become vested in
the  shares of common  stock  awarded to them under the MRP at a rate of 20% per
year,  commencing one year after the grant date, and 20% on the anniversary date
thereof for the following  four years.  As of June 30, 2000,  17,388 shares have
been awarded to officers, directors, and employees. MRP compensation expense was
$33 and $27 for the nine  months  ended  June 30,  2000 and 1999,  respectively.
Compensation  expense is recognized  over the vesting  period for shares awarded
under the plan.

 Note 7.  Reclassifications

Certain  reclassifications  have been made to the balances for the period ending
June  30,  1999,  with no  effect  on net  income,  to be  consistent  with  the
classifications adopted for June 30, 2000.

Note 8.  New Accounting Standards

Accounting  for  Derivative  Instruments  and Hedging  Activities  Statement  of
Financial  Accounting Standard No. 133,  "Accounting for Derivative  Instruments
and Hedging Activities" (FAS 133) establishes accounting and reporting standards
for derivative instruments, including certain derivative instruments embedded in
other contracts and for hedging activities. It requires that an entity recognize
all  derivatives  as either assets or  liabilities in the statement of financial
position and measure those instruments at fair value. The accounting for changes
in the fair value of a derivative  depends on the intended use of the derivative
and the resulting  designation.  This statement applies to all entities. FAS 133
is effective for all fiscal  quarters of fiscal years  beginning  after June 15,
1999.  Earlier  application  is  encouraged.  The statement is not to be applied
retroactively to financial  statements of prior periods. The issuance of FAS 137
in June 1999  extended  the  application  date to all fiscal  quarters of fiscal
years  beginning  after  June 15,  2000.  The  issuance  of FAS 138 in June 2000
amended and  clarified  various  issues  within FAS 133.  The  Company  does not
believe the adoption of FAS 133, as amended by FAS 137 and FAS 138,  will have a
material impact on the consolidated financial statements.

Note 9.  Subsequent Event

On January 26,  2000,  the Company  signed a definitive  agreement  with Midland
States Bancorp,  Inc. Under the terms of the agreement,  Midland States Bancorp,
Inc. agreed to purchase all of the issued and outstanding shares of common stock
of CSB  Financial  Group,  Inc. for an  aggregate  cash  consideration  of $11.7
million or $16.00 per share, subject to certain adjustments. The transaction was
consummated  July 14, 2000  effective as of close of business June 30, 2000. The
June 30, 2000  financial  statements  reflect the  various  acquisition  related
expenses  incurred as a result of this  transaction,  net of the anticipated tax
effect.
<PAGE>


CSB Financial Group, Inc.

Management's Discussion and Analysis of Financial Condition and
Results of Operations
(In Thousands, Except Per Share Data)
--------------------------------------------------------------------------------


General

The  principal  assets of the Company are its  investment  in the Bank's  common
stock  and the net  proceeds  from the  sale of the  Company's  common  stock in
connection  with the  conversion.  The  Company's  principal  revenue  source is
interest and dividends on its  investments.  The principal  business of the Bank
consists of attracting deposits from the general public and using these funds to
originate  mortgage  loans  secured by one- to  four-family  residences  located
primarily in  Centralia,  Illinois and  surrounding  areas.  The Bank engages in
various forms of consumer and commercial  lending and invests in mortgage-backed
U.S.  Government and federal agency  securities,  local  municipal  issues,  and
interest-bearing deposits. The Bank's profitability depends primarily on its net
interest income, which is the difference between the interest income it earns on
its loans and investment  portfolio and its cost of funds, which consists mainly
of interest  paid on deposits.  Net interest  income is affected by the relative
amounts  of  interest-earning  assets,  interest-bearing  liabilities,  and  the
interest rates earned or paid on these balances.

The Bank's profitability is also affected by the level of noninterest income and
expense.  Noninterest  income consists primarily of late charges and other fees.
Noninterest  expense  consists  of  salaries  and  benefits,  occupancy  related
expenses,  deposit  insurance  premiums  paid to the SAIF,  and other  operating
expenses.

The  operations of the Bank are  significantly  influenced  by general  economic
conditions and related  monetary and fiscal policies of financial  institutions'
regulatory  agencies.  Deposit  flows  and the cost of funds are  influenced  by
interest  rates on competing  investments  and general market rates of interest.
Lending  activities  are  affected by the demand for  financing  real estate and
other types of loans,  which in turn is affected by the interest  rates at which
such  financing may be offered and other factors  affecting  loan demand and the
availability of funds.

Business Strategy

The  business  strategy  is to operate  as a well  capitalized,  profitable  and
independent  community  savings bank  dedicated to financing  home ownership and
consumer  needs in its  primary  market  area.  The Bank  has  implemented  this
strategy by: (1) closely monitoring the needs of customers and providing quality
service; (2) emphasizing  consumer-oriented  banking by originating construction
and  permanent  loans on  residential  and  commercial  real estate and consumer
loans, and by offering other financial services and products;  (3) improving and
maintaining high asset quality;  (4) maintaining capital in excess of regulatory
requirements; and (5) managing interest rate risk by emphasizing the origination
of loans with  adjustable  rates or shorter terms and  investments in short-term
and liquid  investments.  The Bank has adopted  various new business  strategies
intended to increase its presence in its primary market area, thereby increasing
its lending activities and sources of income.

Acquisition

On January 26,  2000,  the Company  signed a definitive  agreement  with Midland
States Bancorp,  Inc. Under the terms of the agreement,  Midland States Bancorp,
Inc. agreed to purchase all of the issued and outstanding shares of common stock
of CSB  Financial  Group,  Inc. for an  aggregate  cash  consideration  of $11.7
million or $16.00 per share, subject to certain adjustments. The transaction was
consummated  July 14, 2000  effective as of close of business June 30, 2000. The
June 30, 2000  financial  statements  reflect the  various  acquisition  related
expenses  incurred as a result of this  transaction,  net of the anticipated tax
effect.

Liquidity and Capital Resources

The  Company's  primary  sources of funds  consists of deposits,  repayment  and
prepayment of loans,  maturities of investments and  interest-bearing  deposits.
Scheduled  repayments of loans and mortgage-backed  securities and maturities of
investment  securities are  predictable,  influenced by general  interest rates,
economic conditions,  and competition.  The Company uses its liquidity resources
principally  to fund  existing  and future loan  commitments,  to fund  maturing
certificates  of deposit  and  demand  deposit  withdrawals,  to invest in other
interest-earning  assets, to maintain liquidity, and to meet operating expenses.
Management  believes  that loan  repayments  and other  sources of funds will be
adequate to meet the Company's liquidity needs for the immediate future.
<PAGE>


A portion of the  Company's  liquidity  consists  of cash and cash  equivalents,
which include investments in highly liquid,  short-term  deposits.  The level of
these assets is dependent on the Company's  operating,  investing,  lending, and
financing activities during any given period. At June 30, 2000 and September 30,
1999, cash and cash equivalents totaled $856 and $871, respectively.

Liquidity  management  is  both a  daily  and  long-term  function  of  business
management.  If the Company  requires  funds beyond its ability to generate them
internally,  the Company may borrow  additional funds from the FHLB. At June 30,
2000, the Company had $1.6 million in outstanding advances from the FHLB.

At June 30, 2000,  the Company had $1.5 million of  outstanding  commitments  on
revolving lines of credit.

Regulatory Capital

Federally insured savings associations such as the Bank are required to maintain
a minimum level of regulatory  capital.  The Corporation and its subsidiary have
capital  ratios which  substantially  exceed all  regulatory  requirements.  The
Corporation's capital ratios are shown below.

                                          June 30,  September 30,      Minimum
                                            2000        1999        Requirements
                                       -----------------------------------------

Total capital to risk weighted assets      41.40%      43.90%           8.0%
Tier I capital to risk weighted assets     40.50%      42.90%           4.0%
Tier I capital to average assets           20.60%      20.30%           4.0%

Financial Condition

Total  assets  increased  $131 to  $49,051  at June 30,  2000  from  $48,920  at
September  30, 1999.  The  principal  cause of this  increase was an increase of
$1,481 in the loan  portfolio,  partially  offset by a  decrease  in  securities
available for sale of $1,242.  The new loans were funded by the sale of existing
securities  and the overall  increase in deposits  and FHLB  advances of $21 and
$200, respectively.

Gross loans have increased  $1,481 from $29,142 at September 30, 1999 to $30,623
at June 30, 2000.  The growth in the loan  portfolio  is comprised  primarily of
commercial lending.

Securities  decreased  $1,242 since  September 30, 1999.  The decrease is due to
maturities of U.S. Treasury securities,  sales of mortgage backed securities and
an overall  decline in market  values.  All securities are held as available for
sale.

Results of Operations

Three months ended June 30, 2000 compared to three months ended June 30, 1999

Net Income - The Company's net income (loss) for the three months ended June 30,
2000 and 1999 was $(42) and $95,  respectively.  The  increase  in net  interest
income and other noninterest income,  along with a decrease in the provision for
loan losses and income tax expense,  was offset by increased  other  noninterest
expense, primarily due to acquisition related professional fees.

Interest Income - Interest income  increased for the three months ended June 30,
2000 by $50 to $858 from $808 for the three  months  ended  June 30,  1999.  The
increase is due to increasing  yields and increases in average loan balances for
the respective periods due to current market conditions.

Interest  Expense - Interest  expense  increased for the three months ended June
30, 2000 by $26 to $389 from $363 for the three months ended June 30, 1999.  The
increase is due to increasing  yields and increases in average deposit  balances
for the  respective  periods.  Interest on funds  borrowed in the current period
accounted for $3 of additional interest expense in 2000.

Net Interest  Income - Net interest income after the provision for loan loss for
the three months ended June 30, 2000  increased by $42 to $469 from $427 for the
three months ended June 30, 1999.

Noninterest  expense - Noninterest  expense increased for the three months ended
June 30,  2000 by $285 to $605  from $320 for the three  months  ended  June 30,
1999. The principal reason for the increase is the increase in professional fees
of $207 due to  acquisition  related  expenses.  Increases in  compensation  and
benefits, occupancy, data processing expenses and other noninterest expense were
$28, $21, $3 and $26, respectively.
<PAGE>


Nine months ended June 30, 2000 compared to nine months ended June 30, 1999

Net Income -The Company's net income for the nine months ended June 30, 2000 was
$97 compared to $224 for the nine months  ended June 30,  1999.  The decrease is
due primarily to an increase in  professional  fees due to  acquisition  related
expenses, net of taxes.

Interest  Income - Interest income  increased $120 from $2,430 to $2,550,  or by
4.94% during the nine months of 2000 compared to the respective  period of 1999.
This increase resulted from an increase in the average loan balance outstanding,
offset by a slight decrease in average yield on loans.

Interest  Expense - Interest  expense  increased $47 or 4.05%, to $1,207 for the
nine months  ended June 30,  2000 from  $1,160 for the same period in 1999.  The
increase  resulted from $39 in interest  expense on borrowed funds in 2000 which
were not necessary in 1999.

Net  Interest  Income - Net  interest  income for the nine months ended June 30,
2000 and 1999 was $1,343 and $1,270, respectively.

Noninterest  Income -  Noninterest  income  increased  $11 or 11.2% for the nine
months ended June 30, 2000,  primarily as a result of increased  service charges
on deposits.

Noninterest  Expense - Noninterest  expense  increased for the nine months ended
June 30, 2000 by $380,  or 38.38% to $1,370 from $990 for the nine months  ended
June 30,  1999.  The  principal  reason  for the  increase  is the  increase  in
professional  fees of $283 due to  acquisition  related  expenses.  Increases in
compensation and benefits,  occupancy and other noninterest  expense of $38, $26
and $40,  respectively,  were partially  offset by a decrease in data processing
expenses of $7.

Provision for Loan Losses - The allowance for loan losses is established through
a  provision  for loan  losses  based  on  management's  evaluation  of the risk
inherent  in its  loan  portfolio  and  the  general  economy.  Such  evaluation
considers  numerous  factors  including,   general  economic  conditions,   loan
portfolio  composition,  prior loss experience,  the estimated fair value of the
underlying  collateral  and other factors that warrant  recognition in providing
for an adequate loan loss allowance.  During the nine months ended June 30, 2000
and 1999, the provision for loan losses was $17 and $54, respectively.

Allowance  for Loan Losses - The  allowance for loan losses was $222, or .72% of
loans receivable at June 30, 2000, compared to $222, or .76% of loans receivable
at September 30, 1999. The level of nonperforming  loans was .17% of total loans
at June 30, 2000  compared to .70% as of September  30, 1999.  The allowance for
loan  losses is  established  through a  provision  for loan  losses  charged to
expense. Loans are charged against the allowance for loan losses when management
believes that the collectibility of the principal is unlikely.  The allowance is
an amount that management believes will be adequate to absorb losses on existing
loans that may become  uncollectible,  based on evaluation of the collectibility
of loans and prior loss experience. The evaluation also takes into consideration
such factors as changes in the nature and volume of the loan portfolio,  overall
portfolio  quality,  review  of  specific  problem  loans and  current  economic
conditions that may affect the borrowers'  ability to pay. While management uses
the best information available to make its evaluation, future adjustments to the
allowance  may be  necessary  if  there  are  significant  changes  in  economic
conditions.  In  addition,  regulatory  agencies,  as an integral  part of their
examination  process,  periodically review the Bank's allowance for loan losses,
and may  require  the Bank to make  additions  to the  allowance  based on their
judgment about information available to them at the time of their examinations.

Net  charge-offs  amounted  to $17 during the first nine  months of fiscal  year
2000, compared to net charge-offs of $10 during the first nine months of 1999.

Loans are considered  impaired when, based on current information and events, it
is  probable  that the Bank will not be able to collect  all  amounts  due.  The
portion of the allowance for loan losses  applicable to impaired  loans has been
computed  based on the  present  value of the  estimated  future  cash  flows of
interest and principal  discounted at the loan's  effective  interest rate or on
the fair value of the  collateral  for collateral  dependent  loans.  The entire
change  in  present  value  of  expected  cash  flows  of  impaired  loans or of
collateral value is reported as the provision for loan losses in the same manner
in which impairment  initially was recognized or as a reduction in the amount of
the provision for loan losses that otherwise  would be reported.  As of June 30,
2000  and  September  30,  1999,  management  had not  identified  any  loans as
impaired.

Nonperforming Assets

At June 30, 2000, the Bank had $51, of nonperforming  assets,  representing .10%
of total  assets.  On  September  30, 1999,  the Bank had $205 of  nonperforming
assets, representing .42% of total assets.
<PAGE>


Impact on Inflation and Changing Prices

The  unaudited  consolidated  financial  statements  and related data  presented
herein have been  prepared in  accordance  with  generally  accepted  accounting
principles,  which require the measurement of financial  position and results of
operations in terms of historical  dollars  without  considering  changes in the
relative  purchasing power of money over time because of inflation.  Unlike most
industrial companies, virtually all of the assets and liabilities of the Company
are  monetary in nature.  As a result,  interest  rates have a more  significant
impact on the  Company's  performance  than the  effects  of  general  levels of
inflation.  Interest rates do not  necessarily  move in the same direction or in
the same magnitude as the prices of goods and services.


<PAGE>



                           PART II - OTHER INFORMATION




Item 1.  Legal Proceedings

         In May 1999, a shareholder  of CSB Financial  Inc. filed a class action
         lawsuit in a Delaware court against the Company,  its top executive and
         its  directors  for  breach of  fiduciary  duty for  failure  to put an
         acquisition  offer to  shareholder  vote.  The class  action is seeking
         buyout of current shares at $14.75 (offered purchase price). During the
         third  quarter of the fiscal  year,  a $65,000  settlement  was reached
         between the parties. The Company has accrued the non-insured portion of
         the  settlement  totaling  $32,500 in losses plus legal fees as of June
         30,  2000.  No  additional  losses  are  expected  as a result  of this
         litigation.

Item 2.  Changes in Securities

         None.

Item 3.  Defaults Upon Senior Securities

         None.

Item 4.  Submission of Matters to a Vote of Security Holders
         ---------------------------------------------------

         A special meeting of stockholders  was held on July 14, 2000 to approve
         and adopt the Agreement and Plan of Merger between CSB Financial Group,
         Inc. and Midland States Bancorp,  Inc. The proposal was approved with a
         vote of 607,402  (82.9%)  shares for, 450 (.1%)  shares  against and no
         shares abstaining.

Item 5.  Other Information

         None.

Item 6.  Exhibits and Reports on Form 8K

         Exhibits:

         None.

         Reports on Form 8K:

         None.




<PAGE>


                                   SIGNATURES

Pursuant  to the  requirement  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 Financial Group, Inc.



Date:  8/11/00
      ------------------------------       /s/ K. Gary Reynolds
                                           -------------------------------------
                                           K. Gary Reynolds
                                           Chief Executive Officer and Director

Date: 8/11/00
      -------------------------------      /s/ Joanne Ticknor
                                           -------------------------------------
                                           Joanne Ticknor
                                           Secretary and Treasurer