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 December 31, 1996

                                       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)


          United States                                       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 February 11, 1997
-----------------------------            ---------------------------------------
Common Stock, Par Value $0.01                              941,850
<PAGE>



                                    Contents



PART I.  FINANCIAL INFORMATION

Item I.  Financial Statements

        - Consolidated Statements of Financial Condition                   

        - Consolidated Statements of Income                              

        - Consolidated Statements of Cash Flows                             

        - Notes to 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
December 31, 1996 and September 30, 1996
(in thousands, except share data)
<TABLE>


                                                                  December   September
ASSETS                                                               31,       30,
                                                                    1996       1996
--------------------------------------------------------------------------------------
                                                                (Unaudited)  (Audited)
<S>                                                              <C>          <C>  
Cash and due from banks .......................................   $   915    $   598
Interest-bearing deposits .....................................     1,701      4,168
                                                                  -------    -------
              Cash and cash equivalents .......................     2,616      4,766
Securities held to maturity ...................................        -       1,987
Securities available for sale .................................    15,291     14,044
Nonmarketable equity securities ...............................       168        165
Securities purchased under agreements to resell ...............        -         300
Loans .........................................................    27,832     27,048
Allowance for loan losses .....................................      (131)      (117)
                                                                  -------    -------
              Loans, net ......................................    27,701     26,931
Premises and equipment ........................................       610        594
Accrued interest receivable ...................................       332        331
Intangible assets .............................................       706        722
Other assets ..................................................       103        176
                                                                  -------    -------

              Total assets ....................................   $47,527    $50,016
                                                                  =======    =======


LIABILITIES:
   Deposits:
      Demand ..................................................   $ 8,352    $ 8,754
      Savings .................................................     3,702      3,779
      Time deposits > $100,000 ................................     1,594      1,889
      Other time deposits .....................................    21,686     22,432
                                                                  -------    -------
              Total deposits ..................................    35,334     36,854
                                                                  -------    -------
   Other liabilities ..........................................        55        297
   Deferred income taxes ......................................       183         81
                                                                  -------    -------
              Total liabilities ...............................    35,572     37,232
                                                                  -------    -------

COMMITMENTS, CONTINGENCIES AND CREDIT RISK

STOCKHOLDERS' EQUITY
   Preferred stock, $0.01 par value; 100,000 shares authorized;
      none issued and outstanding                                     - -        - -
   Common stock, $0.01 par value; authorized 2,000,000 shares;
      1,035,000 shares issued .................................        10         10
   Paid-in capital ............................................     7,588      7,586
   Retained earnings ..........................................     5,902      5,794
   Unrealized (loss) on securities available for sale, net  of
      income taxes ............................................       (12)       (24)
   Unearned employee stock ownership plan shares ..............      (567)      (582)
                                                                  -------    -------
                                                                   12,921     12,784
   Less cost of treasury stock; 1996 93,150 shares ............      (966)       - -
                                                                  -------    -------
              Total stockholders' equity ......................    11,955     12,784
                                                                  -------    -------

              Total liabilities and stockholders' equity ......   $47,527    $50,016
                                                                  =======    =======

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



CSB FINANCIAL GROUP, INC.
CONSOLIDATED STATEMENTS OF INCOME
Three Months Ended December 31, 1996 and 1995
(Unaudited, in thousands, except per share data)
<TABLE>

                                                                   Three Months Ended
                                                                       December 31,
                                                                    -----------------
                                                                     1996      1995
                                                                    -------   -------
<S>                                                                 <C>       <C>
Interest income:
   Loans and fees on loans ......................................   $   535   $   402
   Securities ...................................................       362       357
                                                                    -------   -------
              Total interest income .............................       897       759
                                                                    -------   -------

Interest expense on deposits ....................................       414       321
                                                                    -------   -------

              Net interest income ...............................       483       438
Provision for loan losses .......................................        22        23
                                                                    -------   -------

              Net interest income after provision for loan losses       461       415
                                                                    -------   -------

Noninterest income:
   Service charges on deposits ..................................        19        11
   Gain on sale of securities ...................................        39         -
   Other ........................................................         7         5
                                                                    -------   -------
              Total noninterest income ..........................        65        16
                                                                    -------   -------

Noninterest expense:
   Compensation and employee benefits ...........................       146        96
   Occupancy and equipment ......................................        19        15
   Data processing ..............................................        26        26
   Audit, legal and other professional ..........................        38        36
   SAIF deposit insurance .......................................        21        16
   Advertising ..................................................         5         6
   Other ........................................................        91        57
                                                                    -------   -------
              Total noninterest expense .........................       346       252
                                                                    -------   -------
              Income before income taxes ........................       180       179
Income taxes ....................................................        72        61
                                                                    -------   -------
              Net income ........................................   $   108   $   118
                                                                    -------   -------

Earnings per share ..............................................   $  0.12   $  0.12
                                                                    =======   =======

Weighted average shares outstanding .............................   920,332   952,263
                                                                    =======   =======

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



CSB FINANCIAL GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months Ended December 31, 1996 and 1995
(Unaudited, in thousands)

<TABLE>
                                                                           Three Months Ended
                                                                              December 31,
                                                                           -----------------
                                                                            1996      1995
                                                                           -------   -------
<S>                                                                        <C>       <C>
Cash Flows from Operating Activities:
   Net income ...........................................................  $   108   $   118
   Adjustments to reconcile net income to net cash provided
      by operating activities:
      Provision for loan losses .........................................       22        23
      Provision for depreciation ........................................        6         5
      Amortization of goodwill ..........................................       16        --
      Employee stock ownership plan compensation expense ................       17        --
      Deferred income taxes .............................................       95        29
      Gain on sale of securities ........................................      (39)       --
      Amortization and accretion on securities ..........................       24        21
      Change in assets and liabilities:
        (Increase) decrease in accrued interest receivable ..............       (1)      (14)
        Decrease in other assets ........................................       73       606
        (Decrease) in other liabilities .................................     (242)     (100)
                                                                            ------    ------
              Net cash provided by operating activities .................       79       688
                                                                            ------    ------

Cash Flows from Investing Activities:
   (Increase) decrease in securities purchased under agreements to resell      300      (300)
   Purchase of securities available for sale ............................     (952)   (2,901)
   Purchase of securities held to maturity ..............................       --      (100)
   Proceeds from sales of securities held available for sale ............      369        --
   Proceeds from maturities of securities available for sale ............    1,357        --
   Proceeds from maturities of securities held to maturity ..............       --       500        
   Purchase of nonmarketable equity securities ..........................       (3)       --
   (Increase) in loans receivable .......................................     (792)   (1,474)
   Purchase of premises and equipment ...................................      (22)       (5)
                                                                            ------   -------
              Net cash provided by (used in) investing activities .......      257    (4,280)
                                                                            ------   -------

</TABLE>
                                   (Continued)

<PAGE>



CSB FINANCIAL GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS, (CONTINUED)
Three Months Ended December 31, 1996 and 1995
(Unaudited, in thousands)

<TABLE>
                                                                           Three Months Ended
                                                                              December 31,
                                                                       -----------------------
                                                                         1996          1995
                                                                       ---------     ---------
<S>                                                                    <C>            <C>
Cash Flows from Financing Activities:
   Increase (decrease) in stock conversion deposits ................   $      --      $ (9,193)
   (Decrease) in deposits ..........................................      (1,520)       (1,248)
   Proceeds from sale of common stock, net of conversion expenses ..          --         6,988
   Purchase of treasury stock ......................................        (966)           --
                                                                       ---------      --------
              Net cash provided by (used in) financing activities ..      (2,486)       (3,453)

              (Decrease) increase in cash and cash equivalents .....      (2,150)       (7,068)

Cash and cash equivalents at beginning of period ...................       4,766        10,906
                                                                       ---------      --------

Cash and cash equivalents at end of period .........................   $   2,616      $  3,838
                                                                       ---------      --------

Supplemental Disclosures:
      Cash paid for:
        Interest on deposits .......................................   $     414     $     321
        Income taxes ...............................................   $      --     $      --

      Change in gross unrealized gain/loss on securities available
        for sale ...................................................   $      19     $      47

      Change in deferred taxes on unrealized gain/loss on securities
        available for sale .........................................   $      (7)    $     (30)

      Transfer of securities from held to maturity to available for
        sale .......................................................   $   1,987     $   8,602

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




CSB FINANCIAL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




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.  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 trades on the NASDAQ Small Caps market
under the symbol "CSBF".

The  acquisition of the Bank by the Company is being 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  consolidated  financial statements include the accounts of CSB
Financial Group, Inc. and its wholly owned  subsidiary,  Centralia Savings Bank.
All significant  intercompany  accounts and transactions have been eliminated in
consolidation.  The accompanying consolidated financial statements are unaudited
and 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, 1996. 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 December 31, 1996 the results of  operations  for the
three months ended December 31, 1996 and 1995. All  adjustments to the financial
statements were normal and recurring in nature.

Operating  results  for  the  three  months  ended  December  31,  1996  are not
necessarily  indicative  of the results that may be expected for the year ending
September 30, 1997.

Note 3.  Earnings Per Share

Earnings per share is computed  based upon the weighted  average  common  shares
outstanding during the period. Unallocated shares of the ESOP are not considered
outstanding.

Note 4.  Employee Stock Ownership Plan

In connection  with the conversion to the stock form of ownership,  the Board of
Directors  established an employee stock ownership plan (ESOP) for the exclusive
benefit of participating employees. Employees age 21 or older who have completed
one year of service are eligible to participate. Upon the issuance of the common
stock,  the ESOP  acquired  82,800 shares of $0.01 par value common stock at the
subscription  price of $8 per share.  The Bank makes  contributions  to the ESOP
equal to the ESOP's  debt  service  less  dividends  received  by the ESOP.  All
dividends  received  by the ESOP are used to pay debt  service.  The ESOP shares
were  pledged as  collateral  for its debt.  As the debt is  repaid,  shares are
released from collateral and allocated to active  employees,  based on the ratio
of debt service  paid to the total  original  principal  plus the interest to be
paid.  The Bank accounts for its ESOP in accordance  with  Statement of Position
93-6.  As shares are released  from  collateral,  the Bank reports  compensation
expense equal to the current  market price of the shares,  and the shares become
outstanding for earnings-per-share  calculations.  ESOP compensation expense was
$16,986 for the three months ended  December 31, 1996.  As of December 31, 1996,
there were 70,832 unallocated ESOP shares with a fair value of $717,174.
<PAGE>




CSB FINANCIAL GROUP, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS



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,  mortgage-backed  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,  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.

Liquidity and Capital Resources

The  Bank'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 Bank 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 Bank's liquidity needs for the immediate future.

A portion of the Bank'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 Bank's  operating,  investing,  lending and financing
activities during any given period. At December 31, 1996 and September 30, 1996,
cash and cash equivalents totaled $2.6 million and $4.8 million, respectively.
<PAGE>



Liquidity  management  is  both a  daily  and  long-term  function  of  business
management.  If the Bank  requires  funds  beyond its ability to  generate  them
internally,  the Bank may borrow additional funds from the FHLB. At December 31,
1996, the Bank had no outstanding advances from the FHLB.

At December  31,  1996,  the Bank had  $380,000 in  outstanding  commitments  to
originate  loans.  The  Bank  anticipates  that it will  have  sufficient  funds
available to meet its current loan origination commitments.

Regulatory Capital

Federally insured savings associations such as the Bank are required to maintain
a  minimum  level  of  regulatory  capital.   The  capital  regulations  require
institutions to have tangible capital equal to 1.5% of total adjusted assets (as
defined by  regulation),  a minimum core capital  ratio of 4% of adjusted  total
assets, and a risk-based capital ratio of 8% of risk-based assets (as defined by
regulation).  The  risk-based  capital  requirement  is calculated  based on the
credit risk  presented  by both  on-balance-sheet  assets and  off-balance-sheet
commitments and obligations.  Assets are assigned a credit-risk  weighting based
upon their relative risk ranging from 0% for assets backed by the full faith and
credit of the United  States or that pose no credit risk to the  institution  to
100% for assets such as delinquent  or  repossessed  assets.  As of December 31,
1996, the Bank was in compliance with all of these capital requirements.

Financial Condition

Total  assets  decreased  $2,489,000  to  $47,527,000  at December 31, 1996 from
$50,016,000  at  September  30,  1996.  Cash  and  cash  equivalents   decreased
$2,150,000.  Cash and cash equivalents decreased during the first quarter due to
the purchase of treasury stock and the maturity of time deposits.

The  increase  in loans of  $784,000  since  September  30,  1996 was  primarily
commercial  real  estate.  This  growth in loans was due to  expansion  into the
commercial loan market in early 1995.

The decrease in securities of $737,000  since  September 30, 1996 was due to the
repurchase of treasury stock combined with a decrease in time deposits.

Results of Operations

Three months ended

Net Income - The  Company's  net income for the three months ended  December 31,
1996 was $108,000  compared to $118,000 for the three months ended  December 31,
1995.  The  decrease  in net  income  resulted  primarily  from an  increase  in
compensation  costs  associated  with the  Employee  Stock  Option  Plan and the
addition of personnel due to the  acquisition of the Carlyle branch in September
1996.

The increase in noninterest expense of $94,000 is attributable to an increase of
$50,000 in compensation  and employee  benefits  expense related to the employee
stock option plan and to the addition of personnel due to the acquisition of the
Carlyle branch in September 1996 and $34,000 in other nonoperating expenses. The
increase  in  other   nonoperating   expenses  was  primarily   attributable  to
amortization of goodwill from the Carlyle acquisition.

Net Interest  Income - Net interest  income for the three months ended  December
31, 1996  increased  by $45,000 to $483,000  from  $438,000 for the three months
ended  December 31, 1995.  The  increase is  attributable  to an increase in the
yield on interest earning assets combined with an increased loan base due to the
acquisition of the Carlyle branch in September 1996.
<PAGE>



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 three months ended December 31,
1996  and  1995,  the  provision  for  loan  losses  was  $22,000  and  $23,000,
respectively.

Allowance  for Loan Losses - The  allowance for loan losses was $131,000 or .47%
of loans receivable at December 31, 1996, compared to $117,000, or .43% of loans
receivable at September 30, 1996. The level of non-performing loans was 1.33% of
total loans at December  31, 1996  compared to .93% as of  September  30,  1996.
Based on current  reserve  levels in  relation  to total  loans  receivable  and
classified  assets and the diligent  effort put forth by  management  to address
problem loan  situations in recent years,  management  believes its reserves are
currently adequate.

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.

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 bad debt  expense in the same manner in which
impairment  initially was recognized or as a reduction in the amount of bad debt
expense that otherwise would be reported.  As of December 31, 1996 and September
30, 1996, management had not identified any loans as impaired.

The Bank's  effective tax rate for the three months ended  December 31, 1996 and
1995 was approximately 40% and 34%, respectively.

Nonperforming Assets

At December 31, 1996, the Bank had $371,000,  of nonperforming  assets,  .78% of
total  assets.  On September  30, 1996,  the Bank had $252,000 of  nonperforming
assets, .50% of total assets.

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

         None.

Item 2.  Changes in Securities

         None.

Item 3.  Defaults Upon Senior Securities

         None.

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

         Not applicable.

Item 5.  Other Information

         None.

Item 6.  Exhibits and Reports on Form 8K

         Exhibits:

         None.

         Reports on Form 8K:






<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:  February 13 1997                     /s/ K. Gary Reynolds
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                                            K. Gary Reynolds
                                            Chief Executive Officer and Director



Date:  February 13 1997                     /s/ Joanne Ticknor
       ---------------------                ------------------------------------
                                            Joanne Ticknor
                                            Secretary and Treasurer