Page 1 of 65 pages
                                         Exhibit Index on
                                         page 17

   UNITED STATES SECURITIES AND EXCHANGE COMMISSION
               WASHINGTON, D.C. 20549
                      FORM 10-K


(Mark one)
___X_____   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997

__________ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________

Commission File No. 0-21714

                      CSB BANCORP, INC.
               (Name of registrant in its charter)

OHIO                                 34-1687530
(State or other jurisdiction      (I.R.S. Employer
of incorporation or organization)  Identification No.)

        6 West Jackson Street
          Millersburg, Ohio                44654
(Address of principal executive offices)  (Zip code)

                        (330) 674-9015
                (Registrant's telephone number)

Securities registered under Section 12(b) of the Exchange Act:

     Title of each class  Name of each exchange on which registered

        None

Securities registered under Section 12(g) of the Exchange Act:

Common Shares, $6.25 par value
(Title of class)

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.  Yes   __X___    No   _______

Indicate by check mark if disclosure of delinquent filers in
response to item 405 of Regulation S-K is not contained herein and
will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K.
______

At March 12, 1998, the aggregate market value of the voting stock
held by nonaffiliates of the registrant, based on a share price of
$61.50 per share (such price being the average of the bid and asked
prices on such date) was $73,083,000.

At March 12, 1998, there were 1,317,387 of the registrant's Common
Shares.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of Registrant's 1997 Annual Report to Shareholders (Parts
I and II)
Portions of Registrant's Definitive Proxy Statement for the April 8,
1998 Annual Meeting of Shareholders (Part III)


                                  PART I

ITEM 1 - DESCRIPTION OF BUSINESS

General

CSB Bancorp, Inc. (the "Company") was incorporated under the laws of
the State of Ohio on June 28, 1991, at the direction of management
of The Commercial & Savings Bank (the "Bank") for the purpose of
becoming a bank holding company by acquiring all outstanding shares
of the Bank.  The Company acquired all such shares of the Bank
following an interim bank merger, which transaction was consummated
on January 31, 1992.  The Bank is a commercial bank chartered under
the laws of the State of Ohio and was organized in 1879.  The Bank
is the wholly-owned subsidiary of the Company and its only
significant asset.

The Bank provides retail and commercial banking services to its
customers, including checking and savings accounts, time deposits,
IRAs, safe deposit facilities, personal loans, commercial loans,
real estate mortgage loans, installment loans, night depository
facilities and trust services.  The Bank is a member of the Federal
Reserve System, is insured by the Federal Deposit Insurance
Corporation and is regulated by the Ohio Division of Financial
Institutions.

The Company, through the Bank, grants residential real estate,
commercial real estate, consumer and commercial loans to customers
located primarily in Holmes County and portions of surrounding
counties in Ohio.  The general economic conditions in the Company's
market area have been sound.  Unemployment statistics have generally
been among the lowest in the state of Ohio and real estate values
have been stable to rising.

Certain risks are involved in granting loans, primarily related to
the borrowers' ability and willingness to repay the debt.  Before
the Bank extends a new loan to a customer, these risks are assessed
through a review of the borrower's past and current credit history,
collateral being used to secure the transaction in the event the
customer does not repay the debt, borrower's character and other
factors.  Once the decision has been made to extend credit, the
Bank's independent loan review function monitors these factors
throughout the life of the loan.  All credit relationships of
$500,000 or more are reviewed quarterly.  Relationships of $250,000
to $499,999 are reviewed semi-annually, and a sample of ten
relationships of $100,000 to $249,999 is reviewed quarterly.  In
addition, any loan identified as a problem credit by management or
during the loan review is assigned to the Bank's "watch loan list,"
and is subject to ongoing review by the loan review function to
ensure appropriate action is taken when deterioration has occurred.


Commercial loans are primarily variable rate and include operating
lines of credit and term loans made to small businesses primarily
based on their ability to repay the loan from the cash flow of the
business.  Such loans are typically secured by business assets such
as equipment and inventory, and occasionally by the business owner's
principal residence.  When the borrower is not an individual, the
Bank generally obtains the personal guarantee of the business owner.
As compared to consumer lending, which includes single-family
residence, personal installment loans and automobile loans,
commercial lending entails significant additional risks.  These
loans typically involve larger loan balances, are generally
dependent on the cash flow of the business, and thus may be subject
to a greater extent to adverse conditions in the general economy or
in a specific industry.  Management reviews the borrower's cash
flows when deciding whether to grant the credit to evaluate whether
estimated future cash flows will be adequate to service principal
and interest of the new obligation in addition to existing
obligations.

Commercial real estate loans are primarily secured by borrower-occupied
business
real estate and are dependent on the ability of
the related business to generate adequate cash flow to service the
debt.  Such loans primarily carry adjustable interest rates.
Commercial real estate loans are generally originated with a loan-to-value ratio
of 75% or less.  Management performs much the same
analysis when deciding whether to grant a commercial real estate
loan as when deciding whether to grant a commercial loan.

Residential real estate loans carry an approximately equal amount of
fixed versus variable rates, and are secured by the borrower's
residence.  Such loans are made based on the borrower's ability to
make repayment from employment and other income.  Management
assesses the borrower's ability to repay the debt through review of
credit history and ratings, verification of employment and other
income, review of debt-to-income ratios and other measures of
repayment ability.  The Bank generally makes these loans in amounts
of 90% or less of the value of collateral.  An appraisal is obtained
from a qualified real estate appraiser for substantially all loans
secured by real estate.  Construction loans are secured by
residential and business real estate that generally will be occupied
by the borrower on completion.  While not contractually required to
do so, the Bank usually makes the permanent loan at the end of the
construction phase.  Construction loans also are made in amounts of
90% or less of the value of the collateral.

Installment loans to individuals include loans secured by
automobiles and other consumer assets, including second mortgages on
personal residences.  Consumer loans for the purchase of new
automobiles generally do not exceed 80% of the purchase price of the
car.  Loans for used cars generally do not exceed average wholesale
or trade-in values as stipulated in a recent auto-industry used-car
price guide.  Credit card and overdraft protection loans are
unsecured personal lines of credit to individuals of demonstrated
good credit character with reasonably assured sources of income and
satisfactory credit histories.  Consumer loans generally involve
more risk than residential mortgage loans because of the type and
nature of collateral and, in certain types of consumer loans,
absence of collateral.  Since these loans are generally repaid from
ordinary income of the individual or family unit, repayment may be
adversely affected by job loss, divorce, ill health or by general
decline in economic conditions.  The Bank assesses the borrower's
ability to make repayment through a review of credit history, credit
ratings, debt-to-income ratios and other measures of repayment
ability.


Employees

At December 31, 1997, the Bank employed 107 employees, 94 of which
were employed on a full-time basis.  The Company has no separate
employees not also employed by the Bank.


Competition

The Bank operates in a highly-competitive industry due to Ohio law
permitting statewide branching by banks, savings and loan
associations and credit unions.  Ohio law also permits nationwide
interstate banking on a reciprocal basis.  In its primary market
area of Holmes and surrounding counties, the Bank competes for new
deposit dollars and loans with several other commercial banks, both
large regional banks and smaller community banks, as well as savings
and loan associations, credit unions, finance companies, insurance
companies, brokerage firms and investment companies.  The ability to
generate earnings is impacted, in part, by competitive pricing on
loans and deposits and by changes in the rates on various U.S.
Treasury and State and political subdivision issues which comprise
a significant portion of the Bank's investment portfolio, and which
rates are used as indices on several loan products.  The Bank
believes its presence in the Holmes County area, as the financial
institution with the largest local asset base, provides the Bank
with a competitive advantage due to its large asset base and ability
to make loans and provide services to the local community.


Supervision and Regulation

The Bank is subject to supervision, regulation and periodic
examination by the State of Ohio Superintendent of Financial
Institutions and the Federal Reserve Board.  Because the Federal
Deposit Insurance Corporation insures its deposits, the Bank is also
subject to certain regulations of that federal agency.  The earnings
of the Bank are affected by state and federal laws and regulations,
and by policies of various regulatory authorities.  These policies
include, for example, statutory maximum lending rates, requirements
on maintenance of reserves against deposits, domestic monetary
policies of the Board of Governors of the Federal Reserve System,
United States fiscal policy, international currency regulations and
monetary policies, certain restrictions on banks' relationships with
many phases of the securities business and capital adequacy and
liquidity restraints.


Year 2000 Issue

Many computer programs use only two digits to identify a year in the
date field and were apparently designed and developed without
considering the impact of the upcoming change in the century.  Such
programs could erroneously read entries for the Year 2000 as the
Year 1900.  This could result in major systems failures and
miscalculations.  Rapid and accurate data processing is essential to
the operations of the financial institutions, such as the Company.
The Company has formed a Year 2000 committee to assess the extent to
which it and its outside vendors may be adversely affected by the
Year 2000 problems.  Management has determined that most programs
are or will be capable of identifying the turn of the century.  The
issue is closely monitored by management and full compliance is
expected by the end of 1998.  While the Company does not anticipate
that any Year 2000 computer problems or expenses required to correct
such problems will materially affect its financial condition or
results of operations, no assurance can be given in this regard.


Statistical Disclosures

The following schedules present, for the periods indicated, certain
financial and statistical information of the Company as required
under the Securities and Exchange Commission's Industry Guide 3, or
a specific reference as to the location of required disclosures in
the Company's 1997 Annual Report to Shareholders (the "Annual
Report").


I.  Distribution of Assets, Liabilities and Stockholders' Equity;
Interest Rates and Interest Differential

A&B. Average Balance Sheet and Related Analysis of Net Interest
Earnings

The information set forth under the heading "Average Balances, Rates
and Yields" on page 17 and 18 of the CSB Bancorp Inc. 1997 Annual
Report to Shareholders (the "Annual Report") is incorporated herein
by reference.

C. Interest Differential

The information set forth under the heading "Rate/Volume Analysis of
Changes in Income and Expense" on page 18 of the Annual Report is
incorporated herein by reference.

II. SECURITIES PORTFOLIO

A. The following is a schedule of the carrying value of securities
at December 31, 1997, 1996 and 1995.

(In thousands of dollars)              1997       1996       1995
Securities available for sale
 (at fair value)
  U.S. Treasury securities          $16,094     $11,073   $11,104
  U.S. Government corporations
    and agencies                     10,013       1,996     6,010
  Other securities                    1,935       1,821       888
                                     ------      ------    -------
                                    $28,042     $14,890   $18,002
                                     ======      ======    =======
Securities held to maturity
  (at amortized cost)
   U.S. Treasury securities         $15,122     $11,031   $10,047
   U.S. Government corporations
     and agencies                     7,540       7,011     8,024
   Obligations of states and
    political subdivisions           35,723      19,440    17,069
   Mortgage-backed securities            --          11     1,499
                                     ------      ------    ------
                                    $58,385     $37,493   $36,639
                                     ======      ======    ======
B. The following is a schedule of maturities for each category of
debt securities and the related weighted average yield of such
securities as of December 31, 1997:


<TABLE>


<CAPTION>
(In thousands of dollars)
                                                         Maturing
                                              After One          After Five
                            One Year        Year Through        Years Through        After
                            or Less          Five Years           Ten Years        Ten Years
                       Amount      Yield   Amount    Yield     Amount    Yield  Amount    Yield
<S>                   <C>           <C>    <C>       <C>    <C>         <C>     <C>        <C>
Available for sale
  U.S. Treasury       $6,000        5.56%  $10,095   6.22%
  U.S. Government
   corporations
   and agencies        2,000        5.80     8,013   6.46
                       -----        ----    ------   ----
     Total            $8,000        5.62%  $18,108   6.33%
                       =====        ====    ======   ====
Held to maturity
  U.S. Treasury       $4,994        5.48%  $10,026   6.45%                      $   102    7.86%
  U.S. Government
   corporations
   and agencies        2,002        6.41     5,538   5.98                                  7.36
  Obligations of
   states and
   political
   subdivisions        1,005        9.19     4,493   8.62   $14,740     7.62%    15,485    7.36
                       -----        ----     -----  ------   ------    -----     ------    ----
     Total            $8,001        6.17%  $20,057   6.80%  $14,740     7.62%   $15,587    7.36%
                       =====        ====    ======  =====    ======    =====     ======
</TABLE>

The weighted average yields are calculated using amortized cost of
investments and are based on coupon rates for securities purchased
at par value, and on effective interest rates considering
amortization or accretion if securities were purchased at a premium
or discount.  The weighted average yield on tax exempt obligations
is presented on a taxable-equivalent basis based on the Company's
marginal federal income tax rate of 34%.  Other securities consist
of Federal Reserve Bank and Federal Home Loan Bank stock bearing no
stated maturity or yield and are not included in this analysis.

C.  Excluding holdings of U.S. Treasury securities and other
agencies and corporations of the U.S. Government, there were no
investments in securities of any one issuer which exceeded 10% of
the Company's consolidated shareholders' equity at December 31,
1997.


III.  LOAN PORTFOLIO

A.  Types of Loans - Total loans on the balance sheet are comprised
of the following classifications at December 31:

(In thousands         1997      1996     1995     1994      1993
of dollars)
Commercial       $ 80,261  $ 72,917  $ 67,836  $ 59,068  $ 57,254
Commercial
  real estate      30,408    22,991    22,858    22,700    21,272
Residential real
  estate           49,049    50,874    43,995    39,167    31,465
Construction        3,508     3,249     2,477     2,802     2,523
Installment and
 credit card       16,450    15,110    15,453    13,507    12,398
                  -------    ------   -------   -------    ------
Total loans      $179,676  $165,141  $152,619  $137,244  $124,912
                  =======   =======   =======   =======   =======

B. Maturities and Sensitivities of Loans to Changes in Interest
Rates - The following is a schedule of maturities of loans based on
contract terms and assuming no amortization or prepayments,
excluding real estate mortgage and installment loans, as of December
31, 1997:

                                     Maturing
                  One Year   One Through  After Five
(In thousands     or Less    Five Years     Years      Total
of dollars)

Commercial        $34,420     $15,532      $30,309   $ 80,261
Commercial
 real estate        1,426       1,714       27,268     30,408
Construction        3,508                               3,508
                   ------      -------     -------    -------
Total             $39,354     $17,246      $57,577   $114,177
                   ======      =======     =======    =======

The following is a schedule of fixed rate and variable rate
commercial, commercial real estate and real estate construction
loans due after one year from December 31, 1997.



                                 Fixed         Variable
(In thousands of dollars)         Rate          Rate
Total commercial,
  commercial real estate and
  construction loans due after
  one year                      $7,444        $67,379
                                 =====         ======
C. Risk Elements

1.  Nonaccrual, Past Due and Restructured Loans - The following
schedule summarizes nonaccrual, past due and restructured loans.

                                   December 31
(In thousands of dollars)     1997    1996   1995   1994   1993

(a) Loans accounted for on a
      nonaccrual basis       $  494  $174    $228  $  611  $302
(b) Accruing loans which are
     contractually past due
     90 days or more as to
     interest or principal
     payments                   746   573     343     590   394
(c) Loans which are "troubled
     debt restructuring" as
     defined in Statement of
     Financial Accounting
     Standards No. 15
     (exclusive of loans in
     (a) or (b) above):          -0-   -0-     -0-     -0-   -0-
                              -----   -----   ----   ----   ----
Totals                       $1,240  $747    $571  $1,201  $696
                              =====  ======   ====  =====   ===

The policy for placing loans on nonaccrual status is to cease
accruing interest on loans when management believes that collection
of interest is doubtful, when commercial loans are past due as to
principal and interest 90 days or more or when mortgage and consumer
loans are past due as to principal and interest 120 days or more,
except that in certain circumstances interest accruals are continued
on loans deemed by management to be fully collectible.  In such
cases, loans are individually evaluated in order to determine
whether to continue income recognition after 90 days beyond due
date.  When loans are placed on nonaccrual, any accrued interest is
charged against interest income.

(d) Impaired Loans - Information regarding impaired loans at
December 31, 1997, 1996 and 1995 is as follows:

(In thousands of dollars)                 1997   1996   1995

Balance of impaired loans at December 31 $1,384  $961  $228

Less portion for which no allowance
 for loan loss is allocated                   0     0     0
                                           ----   ----  ----
Portion of impaired loan balance for
  which an allowance for loan losses
  is allocated                           $1,384  $961  $225
                                          =====  ====   ====

Portion of allowance for loan losses
 allocated to the impaired loan
 balance at December 31                  $  437  $336  $ 40
                                          =====  ====   ====

Interest income recognized in impaired loans during the year
represented $76,000 while $106,000 would have been recognized under
the contractual terms of the loans.

Impaired loans are comprised of commercial and commercial real
estate loans, and are carried at the present value of expected cash
flows discounted at the loan's effective interest rate or at ,fair
value of the collateral if the loan is collateral dependent.  A
portion of the allowance for loan losses is allocated to impaired
loans.

Smaller-balance homogeneous loans are evaluated for impairment in
total.  Such loans include residential first-mortgage loans secured
by one- to four-family residences, residential construction loans,
and automobile, home equity and second-mortgage loans less than
$100,000.  Such loans are included in nonaccrual and past due
disclosures in (a) and (b) above, but not in the impaired loan
totals.  Commercial loans and mortgage loans secured by other
properties are evaluated individually for impairment.  When analysis
of borrower operating results and financial condition indicates that
underlying cash flows of the borrower's business are not adequate to
meet its debt service requirements, the loan is evaluated for
impairment.  Impaired loans, or portions thereof, are charged off
when deemed uncollectible.

2.  Potential Problem Loans - At December 31, 1997, no loans were
identified that management has serious doubts about the borrowers'
ability to comply with present loan repayment terms and that are not
included in item III.C.1. above.

3. Foreign Outstandings - There were no foreign outstandings during
any period presented.

4. Loan Concentrations - As of December 31, 1997, there are no
concentrations of loans greater than 10% of total loans that are not
otherwise disclosed as a category of loans in Item III.A. above.

D. Other Interest-Bearing Assets - As of December 31, 1997, there
are no other interest-bearing assets required to be disclosed under
Item III.C.1. or 2. if such assets were loans.



<TABLE>
IV. SUMMARY OF LOAN LOSS EXPERIENCE

A. The following schedule presents an analysis of the allowance for loan losses, average loan data
and related ratios for the years ended December 31:

<CAPTION>

(In thousands of dollars)     1997      1996      1995      1994      1993
<S>                         <C>        <C>       <C>       <C>      <C>
LOANS
 Average loans
  outstanding during
  period                    $168,823   $157,274  $146,816  $131,440 $121,332
                             =======    =======   =======   =======  =======
ALLOWANCE FOR LOAN
 LOSSES
 Balance at beginning of
  period                    $  2,121   $  1,830  $  1,558  $  1,312 $  1,203
 Loans charged off:
  Commercial                     (37)       (11)      (59)       (4)    (196)
  Commercial real
   estate                         (0)        (0)     (113)      (34)      (0)
  Residential real
   estate                         (0)        (0)       (0)       (0)      (5)
  Installment and credit
   card                         (187)      (125)     (121)      (74)    (164)
                            ---------    -------   -------   ------   -------
      Total loans
       charged off              (224)      (136)     (293)     (112)    (365)
                            =========    =======   =======   ======   =======
 Recoveries of loans
  previously charged off:
  Commercial                       2          2        12         9        6
  Commercial real
   estate                          0          0         0         0        0
  Residential real
   estate                          9          0         0         7        7
  Installment                     41         25        38        42       71
                             -------     ------     ------   ------    ------
      Total loan
       recoveries                 52         27        50        58       84
                              ------    -------    ------    ------    ------

 Net loans charged off          (172)      (109)     (243)      (54)    (281)
 Provision charged to
  operating expense              400        400       515       300      390
                              ------    -------    -------   ------    ------
Balance at end of period    $  2,349   $  2,121  $  1,830  $  1,558 $  1,312
                             =======    =======   ========   ======   =======
Ratio of net charge-offs to
 average loans outstanding
 for period                      .10%       .07%      .17%      .04%     .23%

</TABLE>


Allowance for loan losses balance and provision charged to expense
are determined by management based on periodic reviews of the loan
portfolio, past loan loss experience, economic conditions and
various other circumstances subject to change over time.  In making
this judgment, management reviews selected large loans, as well as
impaired loans, other delinquent, nonaccrual and problem loans and
loans to industries experiencing economic difficulties.  The
collectibility of these loans is evaluated after considering current
operating results and financial position of the borrower, estimated
market value of collateral, guarantees and the Company's collateral
position versus other creditors.  Judgments, which are necessarily
subjective, as to the probability of loss and amount of such loss
are formed on these loans, as well as other loans taken together.

B. The following schedule is a breakdown of the allowance for loan
losses allocated by type of loan and related ratios.

While management's periodic analysis of the adequacy of the
allowance for loan losses may allocate portions of the allowance for
specific problem-loan situations, the entire allowance is available
for any loan charge-offs that occur.



<TABLE>


<CAPTION>
                                     Allocation of the Allowance for Loan Losses
(In thousands of dollars)    Percentage of             Percentage of             Percentage of
                             Loans in Each             Loans in Each             Loans in Each
                   Allowance Category to    Allowance  Category to   Allowance   Category to
                   Amount    Total Loans    Amount     Total Loans   Amount      Total Loans
                       December 31, 1997        December 31, 1996        December 31, 1995
<S>                <C>        <C>           <C>        <C>            <C>        <C>
Commercial         $  719      44.67%       $  634      44.15%        $  497      44.45%
Commercial real
 estate               465      16.92           425      13.92            551      14.98
Residential real
 estate               245      27.30           109      30.81            148      28.83
Construction            0       1.95             0       1.97              0       1.62
Installment and
 credit card          141       9.16           139       9.15            219      10.12
Unallocated           779                      814                       415
                    -----     ------         -----     -------         ------     -----

   Total           $2,349     100.00%       $2,121     100.00%        $1,830     100.00%
                    =====     ======         =====    ========         ======    =======

</TABLE>


<TABLE>


<CAPTION>
                                Percentage of               Percentage of
                                Loans in Each               Loans in Each
                 Allowance      Category to    Allowance    Category to
                 Amount         Total Loans    Amount       Total Loans
                     December 31, 1994            December 31, 1993
<S>              <C>            <C>            <C>           <C>
Commercial       $  710          43.04%        $  266         45.84%
Commercial real
 estate             148          16.54            257         17.03
Residential real
 estate             118          28.54            102         25.19
Construction          0           2.04              0          2.02
Installment and
 credit card        175           9.84            149          9.92
Unallocated         407                           538
                  -----          -----           ----         -----
   Total         $1,558         100.00%        $1,312        100.00%
                  =====         ======          =====        ======
</TABLE>

<TABLE>
V. DEPOSITS

A. The following is a schedule of average deposit amounts and average rates paid on each category
for the periods indicated:

<CAPTION>

                                  Average                         Average
                             Amounts Outstanding                Rate Paid
                            Year ended December 31       Year ended December 31
                           1997        1996      1995     1997    1996     1995
<S>                       <C>        <C>       <C>       <C>      <C>      <C>
(In thousands of dollars)
Noninterest-bearing
 demand                   $ 20,920   $ 20,140  $ 19,122  N/A      N/A      N/A
Interest-bearing demand
 deposits                   35,148     35,625    36,396  1.99%    2.05%    2.18%
Savings deposits            35,559     27,564    26,819  3.47     3.03     3.03
Time deposits              135,565    116,280   109,582  5.82     5.72     5.80
                           -------    -------   -------  ----    ------   ------
   Total deposits         $227,192   $199,609  $191,919
                           =======    =======   =======
</TABLE>


D. The following is a schedule of maturities of time certificates of
deposit in amounts of $100,000 or more as of December 31, 1997:


(In thousands of dollars)
Three months or less               $ 6,352
Over three through six months        6,384
Over six through twelve months      12,669
Over twelve months                   5,239
                                   -------
     Total                         $30,644
                                   =======
C. and E. There were no foreign deposits in any period presented.


VI. RETURN ON EQUITY AND ASSETS

                                        1997     1996       1995

Return on average assets                1.62%    1.65%      1.69%
Return on average shareholders' equity  17.32   17.47      19.17
Dividend payout ratio                   29.88   27.67      23.13
Average shareholders' equity to
 average assets                          9.38    9.47       8.80


VII. SHORT-TERM BORROWINGS

This item is not required for the Company because the average
outstanding balance of short-term borrowings for the years ending
December 31, 1997, 1996 and 1995 were less than 30 percent of
shareholders' equity at December 31, 1997, 1996 and 1995.

ITEM 2 - PROPERTIES

The Bank owns and operates its main office at Six West Jackson
Street, Millersburg, Ohio 44654.  The Bank also operates seven
branches and two other properties are owned or leased as noted
below:

1. The Berlin Branch, 4585 S. R. 39, Suite B, Berlin, Ohio 44610
(leased)
2. The South Clay Branch, 91 S. Clay Street, Millersburg, Ohio 44654
(owned)
3. The Winesburg Branch, 2225 U.S. 62, Winesburg, Ohio 44590 (owned)
4. The Clinton Commons Branch, 2101 Glen Drive, Millersburg, Ohio
44654 (leased)
5. The Walnut Creek Branch, 4980 Old Pump Street, Walnut Creek, Ohio
44687 (owned)
6. The Charm Office, Corner of S.R. 557 and C.R. 70, Charm, Ohio
44617 (leased)
7. The Sugarcreek Office, 127 S. Broadway, Sugarcreek, Ohio 44681
(owned)
8. The Operations Center, 52 South Clay Street, Millersburg, Ohio
44654 (leased)
9. 51 North Clay Street, Millersburg, Ohio 44654 (owned; planned to
be developed for operations center)
10. The Shreve Office, 333 W. South Street, Shreve, OH  44676
(owned)

The Bank considers its physical properties to be in good operating
condition and suitable for the purposes for which they are being
used.  All properties owned by the Bank are unencumbered by any
mortgage or security interest and are adequately insured, in
management's opinion.


ITEM 3 - LEGAL PROCEEDINGS

There is no pending litigation, other than routine litigation
incidental to the business of the Company and Bank, or of a material
nature involving or naming the Company or Bank as a defendant.
Further, there are no material legal proceedings in which any
director, executive officer, principal shareholder or affiliate of
the Company is a party or has a material interest that is adverse to
the Company or Bank.  None of the routine litigation in which the
Company or Bank is involved is expected to have a material adverse
impact on the financial position or results of operations of the
Company or Bank.


ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter was submitted to a vote of security holders during the
fourth quarter of 1997.


PART II

ITEM 5 - MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Information contained in the section captioned "Common Stock" on
page 24 of the Annual Report is incorporated herein by reference.


ITEM 6 - SELECTED FINANCIAL DATA

Information contained in the section captioned "Five-Year Selected
Consolidated Financial Data" on pages 15 and 16 of the Annual Report
is incorporated herein by reference.


ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION

Information contained in the section captioned "Management's
Discussion and Analysis of Financial Condition and Results of
Operations" on pages 15 through 23, inclusive, of the Annual Report
is incorporated herein by reference.


ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK
The following information was furnished to each shareholder of the
Company with the proxy statement and annual report mailed on or
about March 13, 1998:

                      CSB Bancorp, Inc.
Quantitative and Qualitative Disclosures About Market Risk
                     December 31, 1997

A new rule issued by the Securities and Exchange Commission requires
"qualitative and quantitative" disclosure about market risks
encountered by companies.  The only significant market risk to which
CSB Bancorp, Inc. (the "Company") is exposed is interest rate risk.
The business of the Company and the composition of its balance sheet
consists of investments in interest-earning assets (primarily loans
and securities), which are funded by interest-bearing liabilities
(deposits and borrowings).  These financial instruments have varying
levels of sensitivity to changes in the market rates of interest,
resulting in market risk.  None of the Company's financial
instruments are held for trading purposes.

The Company manages interest rate risk regularly through its Asset-Liability
Management Committee (ALCO).  One method the Company uses
to manage its interest rate risk is a rate sensitivity gap analysis,
which monitors the relationship between the maturity and repricing
of its interest-earning assets and interest-bearing liabilities.
The interest rate sensitivity gap is defined as the difference
between the amount of interest-earning assets maturing or repricing
within a specific time period and the amount of interest-bearing
liabilities maturing or repricing within that time period.  A
"positive gap" occurs when the amount of interest-rate-sensitive
assets maturing or repricing within a given period exceeds the
amount of interest-sensitive-liabilities maturing or repricing
within the same period.  Conversely, a negative gap occurs when the
amount of interest-rate-sensitive liabilities exceeds the amount of
interest-rate-sensitive assets.  Generally, during a period of
rising interest rates, a negative gap would adversely affect net
interest income, while a positive gap would result in an increase in
net interest income.  Conversely, during a period of falling
interest rates, a negative gap would result in an increase in net
interest income, while a positive gap would negatively affect net
interest income.

Management monitors its gap position on a monthly basis with the
goal to increase its net interest income slightly in a rising
interest rate environment, in order to maintain earnings at an
acceptable level when additional funding of the Company's loan loss
reserve may be necessary.  This has historically been accomplished
through offering loan products that are either short-term in nature
or which carry variable rates of interest.  Interest rates of the
majority of the Company's commercial loan portfolio vary based on
the prime commercial lending rates published by The Wall Street
Journal, while interest rates of the majority of its real estate
loan portfolio vary depending on the six-month U.S. Treasury rates.
Beginning in 1995, the Company granted a limited amount of fixed
rate real estate loans to reduce the impact of this positive
interest rate gap.  The Company's securities portfolio is primarily
fixed rate and short-term in nature.  The Company's investment in
structured notes, securities with imbedded options and securities
with prepayment risk is not a material part of the securities
portfolio.  The Company holds no mortgage derivative products.  As
a result of its gap position, the Company may be vulnerable to
decreases in its net interest income and the net market value of its
portfolio equity when market rates of interest decrease.  The
Company's interest income and the market values of its financial
instruments is most affected by changes in short- and medium-term
interest rates, such as the 6-month U.S. Treasury rates and prime
commercial lending rates.

Recently, the Company began monitoring its interest rate risk
through a sensitivity analysis, whereby it measures potential
changes in its future earnings and the fair values of its financial
instruments that may result from one or more hypothetical changes in
interest rates.  This analysis is performed by estimating the
expected cash flows of the Company's financial instruments using
interest rates in effect at year-end 1997.  For the fair value
estimates, the cash flows are then discounted to year-end to arrive
at an estimated present value of the Company's financial
instruments.  Hypothetical changes in interest rates are then
applied to the financial instruments, and the cash flows and fair
values are again estimated using these hypothetical rates.  For the
net interest income estimates, the hypothetical rates are applied to
the financial instruments based on the assumed cash flows.  The
Company applies these interest rate "shocks" to its financial
instruments up and down 200 basis points in 100 basis point
increments.

The following table presents an analysis of the potential
sensitivity of the Company's 1998 net interest income to sudden and
sustained 100 basis-point changes in market interest rates:

      Change in        Net Interest   Dollar    Percentage
      Interest Rates   Income         Change    Change
                       (Dollars in Thousands)

          +200          $12,138        $693       6.1%
          +100           12,064         619       5.4
             0           11,445           0       0.0
          -100           10,973        (472)     (4.1)
          -200           10,666        (779)     (6.8)

SIGNIFICANT ASSUMPTIONS AND OTHER CONSIDERATIONS

The above analysis is based on numerous assumptions, including
relative levels of market interest rates, loan prepayments and
reactions of depositors to changes in interest rates, and should not
be relied upon as being indicative of actual results.  Further, the
analysis does not necessarily contemplate all actions the Company
may undertake in response to changes in interest rates.

Securities owned by the Company will generally repay at their stated
maturity.  A portion of the Company's loans are residential mortgage
loans which permit the borrower to prepay the principal balance of
the loan prior to maturity without penalty.  The likelihood of
prepayment depends on a number of factors, including the current
interest rate and interest rate index (if any) on the loan, the
financial ability of the borrower to refinance, the economic benefit
to be obtained from refinancing, availability of refinancing at
attractive terms, as well as economic and other factors in specific
geographic areas which affect the sales and price levels of
residential property. In a changing interest rate environment,
prepayments may increase or decrease on fixed- and adjustable-rate
loans depending on the current relative levels and expectations of
future short- and long-term interest rates.  Prepayments on
adjustable-rate residential mortgage loans generally increase when
long-term interest rates fall or are at historically low levels
relative to short-term interest rates, thus making fixed-rate loans
more desirable.

While savings and checking deposits generally may be withdrawn upon
the customer's request without prior notice, a continuing
relationship with customers resulting in future deposits and
withdrawals is generally predictable, resulting in a dependable and
uninterrupted source of funds.  No change in the rates on such
deposits is assumed when market rates increase or decrease 100 basis
points.  When market rates increase or decrease 200 basis points,
the analysis assumes a corresponding 50 basis point change in the
rates paid on such deposits.  Short-term borrowings have fixed
maturities.  Time deposits generally have early withdrawal penalties
which discourage customer withdrawal prior to maturity.  Advances
from the Federal Home Loan Bank do not carry prepayment penalties,
but are expected to be repaid in accordance with their contractual
terms.


ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Information contained in the consolidated financial statements and
related notes and the report of independent auditors thereon, on
pages 25 through 41, inclusive, of the Annual Report, is
incorporated herein by reference.


ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE

No changes in or disagreements with the independent accountants on
accounting and financial disclosure have occurred.

PART III

ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS, OF THIS REGISTRANT

Information contained in the section captioned "ELECTION OF
DIRECTORS" on pages 4 through 7 of the Company's proxy statement for
the Company's 1998 Annual Meeting of Shareholders filed with the
Securities and Exchange Commission on or about March 13, 1998 (the
"Proxy Statement") and information in the paragraph beginning on
page 4 and ending on page 5 of the Proxy Statement is incorporated
herein by reference.


ITEM 11 - EXECUTIVE COMPENSATION

Information contained in the section captioned "EXECUTIVE
COMPENSATION" on page 12 through 13 of the Proxy Statement is
incorporated herein by reference.


ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

Information contained in the section captioned "SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT" on pages 2 through 3 of
the Proxy Statement is incorporated herein by reference.


ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information contained in the section captioned "CERTAIN
TRANSACTIONS" on page 15 of the Proxy Statement is incorporated
herein by reference.


PART IV

ITEM 14 - EXHIBITS AND REPORTS ON FORM 8-K

Exhibits

Exhibit
Number                Description of Document

3.1      Amended Articles of Incorporation of CSB Bancorp, Inc.
(incorporated by reference to Registrant's 1994 Form 10-KSB)

3.2        Proposal amending Article Fourth of the Amended Articles
of Incorporation approved by Shareholders on October 2, 1996.

3.3        Code of Regulations of CSB Bancorp, Inc. (incorporated by
reference to Registrant's Form 10-SB)


4          Form of Certificate of Common Shares of CSB Bancorp, Inc.
(incorporated by reference to Registrant's Form 10-SB)

10        Leases for the Clinton Commons, Berlin and Charm Branch
Offices of The Commercial and Savings Bank (incorporated by
reference to Registrant's Form 10-SB)

11         Statement Regarding Computation of Per Share Earnings

13       Excerpt from CSB Bancorp, Inc. 1997 Annual Report to
Shareholders

21          Subsidiary of CSB Bancorp, Inc.

23          Consent of Crowe, Chizek and Company LLP

24          Power of Attorney

27          Financial Data Schedule


(b)  No reports on Form 8-K were filed during the last quarter of
the period covered by this report.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.

CSB BANCORP, INC.

By:  /s/DOUGLAS D. AKINS
Douglas D. Akins, President


Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf
of the registrant and in the capacities and on March 30, 1998.

Signatures                                   Title


DOUGLAS D. AKINS*        President (Principal Executive Officer)
Douglas D. Akins*


A. LEE MILLER*               Senior Vice President and
A. Lee Miller                Chief Financial Officer


PAMELA S. BASINGER*          Financial Officer and Principal
Pamela S. Basinger*          Accounting Officer


DAVID W. KAUFMAN*            Director
David W. Kaufman*


J. THOMAS LANG*              Director
J. Thomas Lang*


VIVIAN A. McCLELLAND*        Director
Vivian A. McClelland*


H. RICHARD MAXWELL*          Director
H. Richard Maxwell*


DANIEL J. MILLER*            Director
Daniel J. Miller*

SAMUEL P. RIGGLE, JR. *      Director
Samuel P. Riggle, Jr.*


DAVID C. SPRANG*             Director
David C. Sprang*


SAMUEL M. STEIMEL*           Director
Samuel M. Steimel*



*By:  /s/DOUGLAS D. AKINS
      Douglas D. Akins
as attorney-in-fact and on his own behalf as Principal Executive
Officer

INDEX TO EXHIBITS

Exhibit                                           Sequential
Number    Description of Document                 Page

3.1    Amended Articles of Incorporation of
       CSB Bancorp, Inc. (incorporated by
       reference to Registrant's 1994 Form 10-KSB).   N/A

3.2    Proposal amending Article Fourth of the
       Amended Articles of Incorporation approved
       by Shareholders on October 2, 1996.             23


3.3     Code of Regulations of CSB Bancorp, Inc.
        (incorporated by reference to Registrant's
        Form 10-SB).                                     N/A

4       Form of Certificate of Common Shares of CSB
        Bancorp, Inc. (incorporated by reference to
        Registrant's Form 10-SB).                        N/A

10     Leases for the Clinton Commons, Berlin and
       Charm Branch Offices of The Commercial
       and Savings Bank (incorporated by reference
       to Registrant's Form 10-SB).                      N/A

11    Statement Regarding Computation of Per Share
      Earnings                                            24

13     CSB Bancorp, Inc. 1997 Annual Report to
       Shareholders                                       25

21     Subsidiary of CSB Bancorp, Inc.                    61

23     Consent of Crowe, Chizek and Company LLP           62

24     Power of Attorney                                  63

27     Financial Data Schedule                            64

EXHIBIT 3.2


PROPOSAL AMENDING
ARTICLE FOURTH OF THE
AMENDED ARTICLES OF INCORPORATION
WITH RESPECT TO THE COMMON SHARES OF CSB


RESOLVED, that Article Fourth of the Amended Articles of
Incorporation of CSB Bancorp, Inc. be amended to read as follows:

FOURTH:  The authorized number of shares of the Corporation is three
million (3,000,000) all of which shall be with a par value of Six
Dollars and Twenty-Five Cents ($6.25) each


EXHIBIT 11

STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS

                                  Years ended December 31,
                                     1997       1996(1)   1995(1)

Average basic shares outstanding   1,302,457  1,288,522  1,279,002
                                   =========  =========  =========
Average diluted shares outstanding 1,302,926  1,288,522  1,279,002
                                   =========  =========  =========
Net income                        $4,407,200 $3,859,466 $3,592,252
                                   =========  =========  =========
Basic and diluted earnings per
 common share                     $     3.38 $     3.00 $     2.81
                                   =========  =========  =========

(1) Restated to reflect the October 1996 two-for-one stock split
paid in the form of a 100% stock dividend.

EXHIBIT 13

CSB BANCORP, INC. 1997 ANNUAL REPORT
TO SHAREHOLDERS

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

INTRODUCTION

CSB Bancorp, Inc. (the "Company") was incorporated under the laws of
the State of Ohio in 1991 to become a one-bank holding company for
its wholly-owned subsidiary, The Commercial and Savings Bank (the
"Bank").  The Bank is chartered under the laws of the State of Ohio
and was organized in 1879.  The Bank is a member of the Federal
Reserve System, insured by the Federal Deposit Insurance Corporation
and regulated by the Ohio Division of Financial Institutions and the
Federal Reserve Bank.

The Company, through the Bank, provides retail and commercial
banking services to its customers including checking and savings
accounts, time deposits, safe deposit facilities, personal loans,
commercial loans, real estate mortgage loans, installment loans,
IRAs, night depository facilities and trust services.  Its customers
are located primarily in Holmes County and portions of surrounding
counties in Ohio.  The general economic conditions in the Company's
market area have been very sound.  Unemployment statistics have
generally been among the lowest in the state of Ohio and the area
has experienced stable to rising real estate values.

The following discussion is presented to aid in understanding the
Company's consolidated financial condition and results of
operations, and should be read in conjunction with the audited
consolidated financial statements and related notes.  In addition to
the historical information, the following discussion contains
forward-looking statements that involve risks and uncertainties,
including regulatory policy changes, interest rate fluctuations,
loan demand and other risks.  Economic circumstances, operations and
actual strategies and results in future time periods may differ
materially from those currently expected.  Such forward looking
statements represent management's judgement as of the current date.
The Company disclaims, any intent or obligation to update such
forward looking statements.  Some of the factors that could cause or
contribute to such differences are discussed herein but also include
changes in the economy and interest rates in the nation and in the
Company's general market area.  Management is aware of no market or
institutional trends, events or uncertainties that are expected to
have a material effect on liquidity, capital resources or operations
except as discussed herein.  There are no current recommendations by
regulatory authorities that would have such effect if implemented.


<TABLE>

FIVE YEAR Selected CONSOLIDATED Financial Data

<CAPTION>

                          1997         1996        1995           1994      1993
                    (in thousands of dollars, except shares, per share data and ratios)
<S>                    <C>          <C>          <C>         <C>        <C>
Statements of earnings:
 Total interest income $   22,112   $   19,480   $   18,305  $   13,654 $   12,066
 Total interest expense    10,813        8,828        8,034       5,602      5,173
                        ---------    ---------    ---------   ---------   ---------
   Net interest income     11,299       10,652       10,271       8,052      6,893

 Provisions for loan
  losses                      400          400          515         300        390
                        ---------    ---------     --------   ---------   --------
   Net interest income
    after provision
    for loan losses        10,899       10,252        9,756       7,752      6,503
 Total noninterest
  income                    1,447        1,228        1,002         830        910
 Total noninterest
  expenses                  6,315        6,021        5,722       5,306      5,101
                           ------     --------      -------   ---------    -------
   Earnings before federal
    income taxes            6,031        5,459        5,036       3,276      2,312

 Federal income tax
  expense                   1,624        1,600        1,444         821        435
                          -------     --------      -------   ---------    -------
   Net earnings        $    4,407   $    3,859   $    3,592  $    2,455 $    1,877
                        =========     ========     ========   =========   ========

Per share of common
 stock (1)
 Basic and diluted
  earnings             $     3.38   $     3.00    $    2.81   $    1.92 $     1.47
 Dividends                   1.01          .83          .65         .50        .44
 Book value                 20.80        18.09        15.83       13.38      12.09

Average basic common
 shares
 outstanding (2)        1,302,457    1,288,522    1,279,002   1,276,800  1,278,132
Average diluted common
 shares outstanding     1,302,926    1,288,522    1,279,002   1,276,800  1,278,132

Year-end balances:
 Loans, net            $  177,327   $  163,020   $  150,789  $  135,686 $  123,600
 Securities                86,428       52,384       54,641      48,888     46,316
 Total assets             288,442      254,135      233,210     204,407    184,316
 Deposits                 241,203      213,340      206,255     185,680    167,902
 Borrowings                18,978       16,480        5,913         930        526
 Shareholders' equity      27,274       23,426       20,343      17,078     15,432

Average balances:
 Loans, net            $  166,596   $  155,298   $  145,109  $  130,032 $  120,144
 Securities                77,318       50,129       49,698      44,620     37,865
 Total assets             271,237      233,353      213,077     188,434    171,910
 Deposits                 227,192      199,609      191,919     169,792    155,479
 Borrowings                17,312       10,632        1,563       1,777      1,232
 Shareholders' equity      25,444       22,095       18,743      16,263     14,999


                                   Year ended December 31,
                             1997       1996          1995        1994       1993
                  (in thousands of dollars, except shares, per share data and ratios)
<S>                    <C>          <C>          <C>         <C>        <C>
Selected ratios:
 Net yield on average
  interest-bearing assets    4.36%        4.79%        5.07%       4.53%      4.26%
 Return on average total
  assets                     1.62         1.65         1.69        1.30       1.09
 Return on average
  shareholders' equity      17.32        17.47        19.17       15.10      12.51
 Average shareholders'
  equity as a percent
  of average total
  assets                     9.38         9.47         8.80        8.63       8.73
 Net loan charge-offs
  as a percent
  of average loans            .10          .07          .16         .04        .23
 Allowance for possible
  loan losses as a percent
  of loans at year-end       1.31         1.28         1.20        1.13       1.05
 Shareholders' equity as
  a percent of total year-
  end assets                 9.46         9.21         8.72        8.35       8.37


<FN>
Notes to selected financial data:

(1) Year ended December 31, 1994 includes benefit from cumulative effect at January 1, 1994 of
change in method of accounting for income taxes of $90 or $.28 per share.

(2) Restated for 1996 stock split paid in the form of a 100% stock dividend.
</FN>
</TABLE>


RESULTS OF OPERATIONS

Net income increased $548,000 in 1997 to $4.4 million.  Earnings per
share was $3.38 and $3.00 per share for the years ended December 31,
1997 and 1996, respectively.  Net interest income was the driving
component for the increase in net income.  Performance ratios
decreased somewhat because of increased liquidity and growing
capital through earnings retention.  Return on average assets was
1.62% in 1997 as compared to 1.65% in 1996, and return on average
shareholder's equity dropped to 17.32% in 1997, from 17.47% during
1996.

Net income for 1996 was $3.9 million or $3.00 per share, as compared
to $3.6 million or $2.81 per share for 1995.  This equated to a
return on average assets of 1.65% in 1996 and 1.69% in 1995, while
the return on average shareholders' equity for the same periods was
17.47% and 19.17%.


Net Interest Income

Net interest income is the largest component of the Company's net
income, and consists of the difference between income generated on
interest-earning assets and interest expense incurred on interest-bearing
liabilities.  Volumes, interest rates and composition of
interest-earning assets and interest-bearing liabilities primarily
affect net interest income.

Net interest income for 1997 was $11.3 million, increasing $647,000
from $10.7 million in 1996.  Contributing to the increase was a $1.0
million, or 6.6% increase in interest and fees on loans, mostly
attributable to the 7.3% growth in average loans, as the yield on
loans decreased during 1997.  Interest income on securities
increased $1.6 million, or 54.5%, to $4.6 million as compared $3.0
million for the previous year.  This increase was due primarily to
an increase of the average balance of $27.2 million, or 54.2%, over
the previous year.  A portion of this increase was a result of the
$10.8 million proceeds from the sale of loans being reinvested in
securities. Other interest income decreased $20,000 to $738,000 in
1997 compared to $758,000 in 1996, primarily as a result of a $2.0
million decrease in the average balance of these interest bearing
liquid assets. These assets usually carry less credit and interest-rate risk,
and, therefore, provide lower yields than securities or
loans.

The Company's interest expense on deposits increased $1.6 million to
$9.8 million in 1997, compared to $8.2 million in 1996.  Average
time deposits grew $19.3 million or 16.6% in 1997, as the Company
offered a promotional rate on one-year certificates.  Deposit
interest rates increased during 1997 as overall cost of funds
increased to 4.84% compared to 4.64% in 1996.  Late in 1995, the
Company began to originate fixed-rate mortgage loans through a
matched funds program with the FHLB.  Advances with maturities
similar to the loans establish a fixed interest rate spread of
approximately 200 basis points for the estimated duration of the
loans.  In February, 1997, the Company sold $10.8 million of these
fixed-rate mortgage loans and management decided not to pay off the
related advance.  Instead, new loans of $8.2 million were originated
under this program during 1997.

Net interest income for 1996 was $10.7 million increasing by
$381,000 from $10.3 million in 1995.  Contributing to the increase
was a $675,000, or 4.5% increase in interest and fees on loans,
mostly attributable to the 7.1% growth in average loans, as the
yield on loans decreased 1996.  As the prime lending rate decreased
during the latter part of 1995 and early 1996, so did the yield of
the commercial loan portfolio.  Prime rate stabilized through the
remainder of 1996.

The following tables provide detailed analysis of changes in average
balances, yields, and net interest income identifying that portion
of the changes due to change in average volume versus that portion
due to change in average rates.

<PAGE>
<TABLE>

                                        AVERAGE BALANCES, RATES AND YIELDS
<CAPTION>

(Dollars in thousands)                1997                            1996                              1995
                         Average                         Average                         Average
                         Balance(1) Interest  Rate(2)    Balance(1)  Interest   Rate(2)  Balance(1)  Interest  Rate(2)
<S>                       <C>        <C>         <C>      <C>        <C>          <C>    <C>         <C>         <C>
Interest-bearing Assets
  Federal funds sold         9,295       513     5.52        9,194       481       5.23     5,872        344      5.85%
  Interest-bearing deposits  3,547       225     6.34        5,611       277       4.94       127          3      2.71
  Securities:
   Taxable                  49,420     3,119     6.31       31,759     1,932       6.08    33,785      1,943      5.75
   Tax exempt               27,898     1,457     5.22       18,370     1,030       5.61    15,913        930      5.85
  Loans (3)                168,823    16,798     9.95      157,274    15,760      10.02   146,816     15,085     10.27
                           -------    ------                -------    ------            --------     -------
   Total interest-earning
     assets                258,983    22,112     8.54      222,208    19,480       8.77%  202,513     18,305      9.04%

Noninterest-bearing assets
  Cash and due from banks    7,972                           7,334                          6,839
  Bank premises and
   equipment, net            3,020                           3,057                          2,852
  Other assets               3,489                           2,730                          2,510
  Allowance for loan losses (2,227)                         (1,976)                        (1,707)
                           --------                         -------                        -------
   Total assets           $271,237                        $233,353                       $213,007

Interest-bearing liabilities
  Demand deposits           35,148       701     1.99     $ 35,625       731       2.05% $ 36,396        795      2.18%
  Savings deposits          35,559     1,233     3.47       27,564       836       3.03    26,819        812      3.03
  Time deposits            135,565     7,895     5.82      116,280     6,646       5.72   109,582      6,361      5.80
  Other borrowed funds      17,312       984     5.68       10,632       615       5.78     1,563         66      4.24
                           -------     -----              --------     -----              -------                ------
   Total interest-bearing
    liabilities            223,584    10,813     4.84%     190,101     8,828       4.64%  174,360      8,034      4.61%
Noninterest-bearing
 liabilities
 Demand deposits            20,920                          20,140                         19,122
 Other liabilities           1,289                           1,017                            782
Shareholders' equity        25,444                          22,095                         18,743
                           -------                        --------                       --------
   Total liabilities and
    equity                $271,237                        $233,353                       $213,007
                           =======                        ========                       ========
 Net interest income                 $11,299                         $10,652                         $10,271
                                     =======                         =======                         =======
 Net interest margin                             4.36%                             4.79%                          5.07%
                                                 ====                              ====                            ====
<FN>
(1)  Average balances have been computed on an average daily basis.
(2)  Average rates have been computed based on the amortized cost of the
corresponding assets or liability.
(3)  Average loan balances include nonaccruing loans.
</FN>
</TABLE>

<TABLE>

RATE/VOLUME ANALYSIS OF CHANGES IN INCOME AND EXPENSE (1)

<CAPTION>

(Dollars in thousands)         1997 v. 1996                  1996 v. 1995
                       Change in                    Change in
                       Income/    Volume   Rate     Income/     Volume   Rate
                       Expense    Effect   Effect   Expense     Effect   Effect
<S>                    <C>       <C>       <C>      <C>       <C>
Interest Income
 Federal funds sold    $   32    $    5    $  27    $  137    $  169    $ (32)
 Interest-bearing
  deposits                (52)     (118)      66       274       269        5
 Securities:
  Taxable               1,187     1,112       75       (11)     (204)     193
  Tax exempt              427       502      (75)      100       135      (35)
 Loans                  1,038     1,150     (112)      675     1,025     (350)
                        -----     ------   ------    -----    -------  -------
   Total interest
      income            2,632     2,651      (19)    1,175     1,394     (219)
                        -----     -----    ------   -------   -------  --------
Interest Expense
 Demand deposits          (30)      (10)     (20)      (64)      (17)     (47)
 Savings deposits         397       266      131        24        24
 Time deposits          1,249     1,121      128       285       390     (105)
 Other borrowed funds     369       380      (11)      549       547        2
                        -----     -----     -----   ------    -------- --------
  Total interest
    expense             1,985     1,757      228       794       944     (150)
                        -----     -----     -----   ------     -------  -------
Net Interest Income    $  647    $  894    $(247)   $  381    $  450    $ (69)
                        =====     =====     =====   =======    =======  =======

<FN>
(1)  Changes attributable to both volume and rate, which cannot be segregated,
have been allocated based on the absolute value of the
change due to volume and the change due to rate.
</FN>
</TABLE>

The following table reconciles net interest income as shown in the
financial statements to taxable-equivalent net-interest income:

                            1997          1996       1995

Net interest income        $11,299      $10,652    $10,271
Taxable equivalent
 adjustment (1)                640          464        423
                            -------      -------    -------
Net interest income
- fully taxable equivalent $11,939      $11,116    $10,694
                            =======      =======    ========
Net interest yield            4.36%        4.79%      5.07%
Taxable equivalent
  adjustment (1)               .25          .21        .21
                            -------      -------     -------
Net interest yield
- taxable equivalent          4.61%        5.00%      5.28%
                            =======      ======      =======

(1)  Taxable equivalent adjustments have been computed assuming a
34% tax rate.

Provision for Loan Losses

As the loan portfolio grows, management continues to provide for
losses inherent in the portfolio.  The provision for loan losses was
$400,000 in 1997 and 1996, a decrease from $515,000 in 1995.  See
"Financial Condition - Allowance and Provision for Loan Losses."


Other Income

Total other income increased to $1.4 million in 1997 compared to
$1.2 million in 1996, an increase of 17.9%.  The increase was
primarily due to a $220,000 gain on sale of loans.  During 1997,
management decided to sell $10.8 million of fixed-rate residential
mortgage loans that were identified as held for sale at year end
1996.  Also contributing to the increase was a $46,000, or 73%,
increase in trust fee income to $108,000 and a $51,000, or 14%,
increase in NSF and returned check charges.  These increases were
partially offset by a $37,000, or 24%, decrease in merchant fee
income and the $116,000 gain on sale of real estate owned in 1996.
There were no security sales during the three-year period ended
December 31, 1997.  During 1996, approximately $22,000 of security
gains were realized on the settlement of bonds issued by the
Washington Public Power Supply System (WPPSS).  The Company wrote
these bonds down to their estimated market values in the 1980's when
the issuer defaulted on certain obligations.  Management believes no
additional amounts will be recovered from the WPPSS issues in the
future.  Additionally, losses of $10,000 were realized on the call
of agency securities during 1996 and prepayments of mortgage-backed
securities.

Total other income increased $226,000 to $1.2 million in 1996.  Most
of the increase is attributed to a $116,000 gain on the sale of
other real estate owned by the Bank.  Fees generated by the trust
department increased to $63,000 in 1996 from $17,000 in 1995, its
first year of operation.  Deposit portfolio growth also contributed
to the increase of other income through service charges on deposit
accounts.


Other Expenses

Noninterest expense increased $295,000, or 4.9%, during 1997
compared to 1996.  Such expenses increased $298,000, or 5.2%, in
1996 compared to 1995.  The largest component of noninterest expense
is salaries and employee benefits, which increased $204,000 or 6.8%
in 1997 and $226,000 or 6.7% in 1996.  The increases were from
normal salary adjustments and the addition of staff members to
service the Company's growing customer base.  The Bank's state
franchise tax, which is based on a percentage of shareholders'
equity, continues to increase as equity grows through earnings
retention.  FDIC premiums decreased from $209,000 in 1992 to $2,000
in 1996, then increased to $27,000 in 1997, due to legislation
passed in 1996, changing the rate banks pay on deposits for deposit
insurance.  Management anticipates this rate will remain stable in
the foreseeable future.


Income Taxes

The provision for income taxes remained stable at $1.6 million in
1997 and 1996, an increase over the $1.4 million in 1995, primarily
resulting from the increase in income before income taxes.  The
Company's effective tax rate was 26.9% in 1997 compared to 29.3% in
1996 and 28.7% in 1995.  The decrease in 1997 was due to the $9.5
million, or 51.9% increase, in the average balance of tax exempt
securities.


FINANCIAL CONDITION

Total assets of the Company were $288.4 million at December 31,
1997, compared to $254.1 million at December 31, 1996, representing
an increase of 13.5%.  This growth was primarily in loans and
securities, which were funded by increases in the Company's deposits
from its local customer base. Changes in the consolidated balance
sheets and factors that caused those changes are discussed below.


Securities

Total securities increased $34.0 million, or 65.0% from $52.4
million at year-end 1996 to $86.4 million at year-end 1997. During
1997, the Company invested proceeds from the sale of fixed-rate
mortgage loans and funds obtained through the growth in deposits
into tax exempt securities and short term U.S. Government and agency
securities.  The distribution of the securities portfolio at year-end 1997
consisted of U.S. Treasury securities - 36.1%, U.S.
government corporations and agencies - 20.3%, obligations of state
and political subdivisions - 41.3% and other securities  2.3%.

Since one of the primary functions of the securities portfolio is to
provide a source of liquidity, it is structured such that maturities
and cash flows satisfy the Company's liquidity needs and
asset/liability management requirements.  At December 31, 1997,
18.5% of the portfolio matures within one year.

Securities classified as held to maturity under Statement of
Financial Accounting Standards (SFAS) No. 115 are carried at
amortized cost.  Management has the positive intent and ability to
hold these securities to maturity.  Securities classified as
available for sale include those that may be sold before maturity
for liquidity, asset/liability management or other reasons.  The
Company classifies all equity securities as available for sale.


Loans

Total loans of $179.7 million were recorded as of December 31, 1997
as compared to $165.1 million at year-end 1996, representing an
increase of 8.8%.  While the mix of loans within this portfolio
remained relatively stable, the Company experienced increases of
$7.3 million, or 10.1%, in commercial loans, $7.4 million, or 32.3%,
in commercial real estate loans and $1.3 million, or 8.9%, in
installment and credit card loans.  As of December 31, 1997
agriculture production loans and loans secured by farmland totaled
approximately $12.6 million and are included in the commercial,
commercial real estate and residential real estate categories.
Unsecured credit card loans totaled $1.3  million, or .7% of loans
at year-end 1997.

In late 1995, the Company began to originate fixed-rate mortgage
loans using a match-funding program using FHLB advances of similar
maturity.  At December 31, 1997, the balance of loans originated
under this program totaled approximately $8.6 million. Management
anticipates continued lending of mortgage loans under this program
as customer demand for fixed-rate loans is strong.  The majority of
the remainder of the Company's residential real estate loan
portfolio consists of loans that reprice every 6 months based on a
short-term Treasury bill index.

Demand for commercial business loans, as well as both commercial and
residential real estate loans, was strong in 1996 and continued
through 1997. Management is, also, seeking loan growth through
alternative programs for customers, such as a limited amount of
accounts receivable financing.  Management anticipates the Company's
local service area will experience continued economic strength and
a continued need for this type of lending into 1998.


Allowance and Provision for Loan Losses

The allowance for loan losses is maintained at a level considered
adequate to cover loan losses that are currently anticipated based
on past loss experience, general economic conditions, changes in mix
and size of the loan portfolio, information about specific borrower
situations, and other factors and estimates which are subject to
change over time.  Management periodically reviews selected large
loans, delinquent and other problem loans, and selected other loans.
Collectibility of these loans is evaluated by considering current
financial position and performance of the borrower, estimated market
value of the collateral, Company's collateral position in
relationship to other creditors, guarantees and other potential
sources of repayment.  Management forms judgments, which are
subjective, as to the probability of loss and the amount of loss on
these loans as well as other loans taken together.

The allowance for loan losses totaled $2.3 million or 1.31% of total
loans at December 31, 1997, up from $2.1 million or 1.28% of total
loans at December 31, 1996.  Net charge-offs for 1997 totaled
$172,000, down from $109,000 in 1996, and compared to $242,000 in
1995.  As with all loans that have been charged-off, management is
continuing collection efforts and future recoveries may occur.  The
provision for loan losses amounted to $400,000 in 1997 and 1996, a
decrease from $515,000 in 1995.  Management reviews the level of the
allowance for loan losses and the corresponding provision based on
the portfolio mix and the level of nonperforming loans.

Nonperforming loans consist of loans which the accrual of interest
has been discontinued and loans past due 90 days or more.  Such
loans totaled approximately $1.2 million, or .69%, of total loans at
December 31, 1997, as compared to $747,000 or .45%, of total loans
at December 31, 1996.  The allowance for loan losses as a percentage
of nonperforming loans was 189.4% and 283.9% at year-end 1997 and
1996, respectively.  Given the Company's collateral position,
management anticipates little loss related to the nonperforming
loans.

In addition to nonperforming loans, management regularly identifies
and monitors, through its credit officers and its loan review
function, loans for which it has concerns about the borrowers'
future ability to meet repayment terms.  Loans on management's
"watch list" not included in the nonperforming loans discussed above
totaled $10.1 million at year end 1997, compared to $8.8 million at
year end 1996.  These loans are considered in management's analysis
of the allowance for loan losses and include substantially all loans
adversely classified for regulatory purposes.


Premises and Equipment

Net premises and equipment increased by $1.0 million to $3.6 million
at year-end 1997 from $2.6 million at year-end 1996.  During 1997,
the Company invested $735,000 toward the construction of a new
branch facility in Shreve, Ohio.  The Branch is scheduled to open in
March, 1998.  Also, plans are near completion for the construction
of the new operations center, which should be completed in 1999.


Deposits

The Company's deposits are obtained from individuals and businesses
located in its market area.  Total deposits increased 13.1% to
$241.2 million at December 31, 1997, compared to $213.3 million at
December 31, 1996.  Noninterest-bearing balances increased to $24.7
million at December 31, 1997, as compared to $21.4 million at
December 31, 1996.  Interest-bearing demand and savings deposits
increased $24.6 million, or 12.8% at December 31, 1997, compared to
1996.  The growth was partially due to $8.0 million in public funds
from a local school district for the construction of a new high
school.  These funds are expected to be withdrawn over a period of
24 months, and have been invested is securities with similar
maturities.  Additional growth was obtained through a $7.7 million,
or 7.5%, increase in certificates of deposit under $100,000 and a
$6.0 million, or 24.2%, increase in certificates of deposit greater
than $100,000.


CAPITAL RESOURCES

Total shareholders' equity increased from $23.4 million at December
31, 1996 to $27.3 million at December 31, 1997.  Contributing to
this increase was net income of $4.4 million, offset by $1.3 million
of dividends paid to shareholders. Because of the dividend
reinvestment program, shareholders' equity increased $279,000 during
1996 and $377,000 in 1997.  The Company also allows participants in
its 401(k) profit sharing plan to elect the plan to purchase and
hold shares of the Company's common stock in their accounts.
Because of this plan, equity increased $49,000 during 1996 and
$339,000 during 1997.  In October 1996, the Company declared a two-for-one stock
split paid in the form of a 100% stock dividend.
Accordingly, the transaction was capitalized at the par value of the
Company's stock and resulted in a shift of capital of $4.0 million
from retained earnings to common stock.

Banking regulations have established minimum capital ratios for
banks and bank holding companies.  Among the requirements the
Company and its subsidiary bank must meet a risk-based capital
requirement, which defines two tiers of capital and compares each to
the Company's "risk-weighted assets."  The Company's assets and
certain off-balance-sheet items, such as loan commitments, are each
assigned a risk factor so assets with potentially higher credit risk
require more capital support than assets with lower risk.  These
regulations require the Company to have a minimum total risk-based
capital ratio of 8%, at least half of which must be Tier 1 capital.
The Company's Tier 1 capital is its shareholders' equity before any
unrealized gain or loss on securities available for sale, while
total risk-based capital includes Tier 1 capital and a limited
amount of the allowance for loan losses.  In addition, a bank or
bank holding company's leverage ratio (which for the Company equals
its shareholders' equity before any unrealized gain or loss on
securities available for sale divided by average assets) must be
maintained at a minimum of 3% to 5%.  The Company's actual and
required capital amounts are disclosed in Note 12 to the
consolidated financial statements.

Dividends paid by the Company's bank subsidiary are the primary
source of funds available to the Company for payment of dividends to
shareholders and for other working capital needs.  The payment of
dividends by the Bank to the Company is subject to restrictions by
its regulatory authorities, which generally limit dividends to
current and prior two years retained earnings, as defined by
regulation.  In addition, dividend payments may not reduce
regulatory capital levels below the minimum regulatory guidelines
discussed above.  At December 31, 1997, approximately $9.1 million
is available for payment of dividends by the Bank to the Company
under the most restrictive of these guidelines.


LIQUIDITY

Liquidity refers to the Company's ability to generate sufficient
cash to fund current loan demand, meet deposit withdrawals, pay
operating expenses and meet other obligations.  The Company's
primary sources of liquidity are cash and cash equivalents, which
totaled $14.3 million at December 31, 1997, a decrease of $16.0
million from year-end 1996.  Net income, securities available for
sale and repayments and maturities of securities held to maturity
and loans also serve as forms of liquidity.  Cash and cash
equivalents, time deposits with banks and securities maturing within
one year represent 11.6% of total assets at December 31, 1997 as
compared to 19.5% at year-end 1996.  Other sources of liquidity the
Company could use to help to ensure funds are available when needed
include, but are not limited to, purchase of federal funds, advances
from the FHLB, adjustments of interest rates to attract deposits and
borrowing at the Federal Reserve discount window.  Management
believes that its sources of liquidity are adequate to meet the
needs of the Company.

As summarized in the consolidated statements of cash flows, one of
the most significant investing activity for the Company is net loan
originations as management continues to seek strong loan growth.
Purchases of securities were made with funds received from
securities maturing throughout the year, the first quarter sale of
mortgage loans and deposit growth.  In 1997, the Company's primary
financing activity was funds received from retail deposit growth.
This growth accounted for  cash infusions of $27.9 million in 1997,
$7.1 million in 1996 and $20.6 million in 1995.


ASSET/LIABILITY MANAGEMENT

Asset/liability management is the process of managing the Company's
exposure to changes in interest rates.  One measure of interest-rate-risk
exposure is the Company's "gap," or the difference between
interest rate-sensitive assets and liabilities maturing or repricing
within a certain period.  A financial institution with a positive
interest rate sensitivity gap for a given period has an amount of
interest-earning assets maturing or otherwise repricing within the
period which exceeds the amount of interest-bearing liabilities
maturing or otherwise repricing within the same period.
Accordingly, in a rising interest rate environment, financial
institutions with positive interest rate sensitivity gaps generally
will experience greater increases in the yield on their assets than
in the cost of their liabilities, as the Company experienced in
early 1995.  Conversely, in an environment of falling interest
rates, yield on assets of institutions with positive interest-rate-sensitivity
gaps generally will decrease more rapidly than the costs
of their funds.  Changes in interest rates generally will have the
opposite effect on financial institutions with negative interest-rate-
sensitivity gaps.

Management monitors its gap position on a monthly basis with the
goal to make slightly more money in a rising interest rate
environment in order to maintain earnings at an acceptable level
when additional funding of the Company's loan loss reserve may be
necessary.  At December 31, 1997, the percentage of rate sensitive
assets to liabilities repricing within one year was 75.6%, compared
to 92.4% and 91.9% at December 31, 1996 and 1995.  This shift was
related to a strong increase in tax exempt securities maturing or
repricing in over five years funded through growth in deposits
maturing or repricing within one year.  Though nearly all fixed-rate
loans originated with FHLB advances are held for sale at December
31, 1997, management intends to use fixed-rate borrowings in the
future to mitigate the volatility of liability repricing.
Management's goal is to continue to increase the Company's asset
sensitivity to slightly above 100% of liabilities repricing in less
than one year.  While the interest rate environment of recent years
has proven beneficial to the Company, decreases in market rates of
interest have generally adversely affected the net income of the
Company.

The table below provides a measure of the Company's interest rate
sensitivity at December 31, 1997.  The amount of assets and
liabilities shown which reprice or mature in a period were
determined based on contractual terms of the asset or liability.
Demand deposits and savings accounts reprice at management's
discretion and such accounts are therefore included in the amount
repricing within three months.  This table may not reflect actual
impact on the Company of changes in interest rates because the
repricing of various categories of rate-sensitive assets and
liabilities are subject to other factors, such as competition,
customer performance, and management influence.

<TABLE>
INTEREST RATE SENSITIVITY ANALYSIS
<CAPTION>
                                  Within    Three to    1 to 5    Over
(In Thousands of Dollars)         3 Months  12 Months    Years    5 Years    Total
<S>                              <C>        <C>        <C>        <C>      <C>
Rate Sensitive Assets (RSA)
  Interest-bearing demand
    deposits                     $     31                                  $     31
  Time deposits with banks                             $  3,000               3,000
  Federal funds sold                6,231                                     6,231
  Debt securities                   7,153   $  8,847     38,166   $30,327    84,493
  Loans                            66,444     60,921     15,436    36,875   179,676
                                 --------    -------    --------   ------   --------
    Total RSA                      79,859     69,768     56,602    67,202   273,431
                                 --------    -------    --------   -------  --------
Rate Sensitive Liabilities (RSL)
  Demand deposits                  36,810                                    36,810
  Savings                          39,236                                    39,236
  Certificates of deposit
    In excess of $100,000           6,352     19,053      5,239              30,644
    Other                          19,876     67,817     22,142             109,835
  Repurchase agreements             7,291                                     7,291
  FHLB advances                       394      1,183      4,710     5,400    11,687
                                 --------    -------    -------    ------   -------
      Total RSL                   109,959     88,053     32,091     5,400   235,503
                                 --------    -------    -------    ------   -------
Rate Sensitivity Gap             $(30,100)  $(18,285)  $ 24,511   $61,802  $ 37,928
                                 ========    =======    =======    ======   =======
Cumulative Rate Sensitivity Gap  $(30,100)  $(48,385)  $(23,874)  $37,928  $ 37,928
                                 ========    =======    =======    ======   =======
RSA/RSL                              72.6%      79.2%     176.4%  1,244.5%
                                 ========    =======    =======   =======
Cumulative Rate Sensitivity
 Gap to total RSA                   (11.0)%    (17.7)%     (8.7)%    13.8%
                                 ========    =======    ========  ========
</TABLE>


FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company disclosed the estimated fair value of its financial
instruments at December 31, 1997 and 1996 in Note 14 to the
consolidated financial statements.  Fair value of the Company's
financial instruments experienced modest changes in 1997 relative to
their carrying values due to the relatively stable interest-rate
environment.  Estimated fair value of loans remained relatively
stable, at 99.8% of the carrying value at December 31, 1997,
compared to 100.6% of the carrying value at December 31, 1996.  The
fair value of securities held to maturity increased slightly from
101.3% of carrying value at year-end 1996 to 102.4% at year-end
1997.  Estimated fair value of time deposits decreased slightly from
100.9% of carrying value at December 31, 1996 to 100.3% at December
31, 1997.


Accounting Standards

Statement of  Financial Accounting Standards ("SFAS") No. 125,
"Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities," was adopted by the Company in 1997.
SFAS 125 revises the accounting for transfers of financial assets
such as loans and securities, and for distinguishing between sales
and secured borrowings.  The adoption of the portions of SFAS No.
125 relating to securities lending, repurchase agreements and other
similar transactions are not required to be adopted until 1998.
SFAS 125 did not have a material impact on the Bank's financial
statements, nor are the portions to be adopted in 1998 expected to
materially impact the financial statements.

SFAS No. 128, "Earnings Per Share," became effective for the company
in 1997.  SFAS 128 requires dual presentation of basic and diluted
earnings per share ("EPS") for entities with complex capital
structures.  Basic EPS includes no dilution and is computed by
dividing income available to common shareholders by the weighted-average common
 shares outstanding for the period.  Diluted EPS
reflects the potential dilution of securities that could share in
earnings such as stock options, warrants or other similar items.
Since the Company first granted stock options in 1997, SFAS No. 128
did not require restatement of prior periods.  The pronouncement did
not result in dilution of 1997 EPS.

SFAS No. 129, "Disclosures of Information about Capital Structure,"
consolidated existing accounting guidance relating to disclosure
about a company's capital structure.  Public companies generally
have always been required to make disclosures now required by SFAS
129and, therefore, SFAS 129 did not impact the Company's
disclosures.

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

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


Impact of Inflation and Changing Prices

The financial statements and related data presented herein have been
prepared in accordance with generally accepted accounting
principles, requiring measurement of financial position and results
of operations primarily in terms of historical dollars without
considering changes in the relative purchasing power of money over
time due to inflation.  Unlike most industrial companies, most
assets and liabilities of the Company are monetary in nature.
Therefore, interest rates have a more significant impact on a
financial institution'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 prices of goods and
services.  The liquidity, maturity structure and quality of the
Company's assets and liabilities are critical to maintenance of
acceptable performance levels.


COMMON STOCK

Common shares of the Company are not traded on an established
market.  The table below represents the range of high and low prices
paid for transactions known to the Company, as well as cash
dividends declared.  Management does not have knowledge of prices
paid on all transactions, all of which were private.  Because of the
lack of an established market, these prices may not reflect the
prices at which stock would trade in an active market. These
quotations reflect inter-dealer prices, without mark-up, markdown or
commission and may not represent actual transactions.  All the
prices below have been restated to reflect the October 1996 two-for-one stock
split paid in the form of a 100% stock dividend.  While
management expects to maintain its policy of paying regular cash
dividends in the future, no assurances can be given that dividends
will be declared, or if declared, what the amount of any such
dividends will be.  Additional information concerning the payment of
dividends is included in Note 12 of the consolidated financial
statements.

                                                     Dividends
Quarter Ended             High         Low           Declared
March 31, 1996           $32.25       $30.82        $160,679
June 30, 1996             33.25        30.82         160,920
September 30, 1996        33.25        31.57         161,149
December 31, 1996         42.50        31.57         580,841
March 31, 1997            44.50        42.00         220,904
June 30, 1997             45.50        40.00         221,227
September 30, 1997        50.00        42.83         221,902
December 31, 1997         65.00        50.00         653,759

As of December 31, 1997, CSB Bancorp, Inc. had approximately 806
shareholders and 1,311,391 outstanding shares of common stock.


ANNUAL AND OTHER REPORTS; SHAREHOLDER AND GENERAL INQUIRIES

CSB Bancorp, Inc. is required to file an annual report on Form 10-K
annually with the Securities and Exchange Commission.  Copies of the
Form 10-K annual report and the Company's quarterly reports may be
obtained without charge by contacting:

A. Lee Miller, Chief Financial Officer
CSB Bancorp, Inc.
6 West Jackson Street
Millersburg, Ohio  44654
(330) 674-9015

FINANCIAL STATEMENTS








REPORT OF INDEPENDENT AUDITORS



Shareholders and Board of Directors
CSB Bancorp, Inc.
Millersburg, Ohio


We have audited the accompanying consolidated balance sheets of CSB
Bancorp, Inc. as of December 31, 1997 and 1996, and related
consolidated statements of income, changes in shareholders' equity
and cash flows for each of three years in the period ended December
31, 1997.  These financial statements are the responsibility of the
Company's management.  Our responsibility is to express an opinion
on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting amounts and
disclosures in the financial statements.  An audit also includes
assessing accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation.  We believe our audits provide a reasonable basis for
our opinion.

In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the consolidated
financial position of CSB Bancorp, Inc. as of December 31, 1997 and
1996, and the consolidated results of its operations and cash flows
for each of the three years in the period ended December 31, 1997,
in conformity with generally accepted accounting principles.



/s/Crowe, Chizek and Company LLP
Crowe, Chizek and Company LLP

Columbus, Ohio
January 15, 1998

<TABLE>
CONSOLIDATED BALANCE SHEETS
December 31, 1997 and 1996

<CAPTION>

                                                          1997         1996
<S>                                                 <C>           <C>
ASSETS
Cash and noninterest-bearing deposits with banks    $  8,090,785  $  7,647,790
Interest-bearing demand deposits with banks               31,257     5,669,966
Federal funds sold                                     6,213,000    17,000,000
                                                      ----------    ----------
  Total cash and cash equivalents                     14,335,042    30,317,756
Time deposits with other institutions                  3,000,000     3,000,000
Securities available for sale, at fair value          28,042,412    14,890,413
Securities held to maturity (Fair values of
 $59,773,637 in 1997 and $37,970,342 in 1996)         58,385,434    37,493,467
Loans
  Total loans                                        179,676,242   165,141,298
  Allowance for loan losses                            2,349,039     2,120,845
                                                     -----------   -----------
    Net loans                                        177,327,203   163,020,453
Premises and equipment, net                            3,601,254     2,563,216
Accrued interest receivable and other assets           3,750,570     2,849,875
                                                     -----------   -----------
    Total assets                                    $288,441,915  $254,135,180
                                                     ===========   ===========

LIABILITIES
Deposits
  Noninterest-bearing                               $ 24,678,146  $ 21,391,610
  Interest-bearing                                   216,525,123   191,947,974
                                                     -----------   -----------
    Total deposits                                   241,203,269   213,339,584
Securities sold under repurchase agreements            7,290,759     4,738,173
Federal Home Loan Bank borrowings                     11,686,863    11,741,515
Accrued interest payable and other liabilities           986,544       889,428
                                                     -----------   -----------
    Total liabilities                                261,167,435   230,708,700

SHAREHOLDERS' EQUITY
Common stock, $6.25 par value:  3,000,000 shares
 authorized; 1997 - 1,314,591 shares issued;
 1996 - 1,298,372 issued                               8,216,191     8,114,826
Additional paid-in capital                             5,135,899     4,520,502
Retained earnings                                     13,907,908    10,818,500
Treasury stock at cost: 3,200 shares                     (56,000)      (56,000)
Unrealized gain on securities available for sale          70,482        28,652
                                                     -----------   -----------
  Total shareholders' equity                          27,274,480    23,426,480
                                                     -----------   -----------
       Total liabilities and shareholders' equity   $288,441,915  $254,135,180
                                                     ===========   ===========
</TABLE>


<TABLE>


CONSOLIDATED STATEMENTS OF INCOME
Years ended December 31, 1997, 1996 and 1995

<CAPTION>

                                                         1997        1996           1995
<S>                                                  <C>            <C>          <C>
Interest income
 Loans, including fees                               $16,798,385    $15,759,724  $15,084,865
 Taxable securities                                    3,119,155      1,932,408    1,942,729
 Nontaxable securities                                 1,456,779      1,029,655      930,362
 Other                                                   737,669        758,384      347,012
                                                      ----------     ----------   ----------
  Total interest income                               22,111,988     19,480,171   18,304,968

Interest expense
 Deposits                                              9,828,445      8,213,452    7,967,587
 Other                                                   984,142        614,617       66,289
                                                      ----------     ----------   ----------
  Total interest expense                              10,812,587      8,828,069    8,033,876
                                                      ----------     ----------   ----------
Net interest income                                   11,299,401     10,652,102   10,271,092
Provision for loan losses                                400,063        400,000      514,709
                                                      ----------     ----------   ----------
Net interest income after provision for loan
 losses                                               10,899,338     10,252,102    9,756,383
                                                      ----------     ----------   ----------
Other income
 Service charges on deposit accounts                     685,369        627,635      573,130
 Merchant fees                                           117,990        155,311      175,855
 Other income                                            423,632        316,762      229,328
 Gain on sale of loans                                   220,200
 Security gains                                               46         11,949       23,743
 Gain on sale of other real estate owned                                116,090
                                                      ----------     ----------    ---------
  Total other income                                   1,447,237      1,227,747    1,002,056

Other expenses
 Salaries and employee benefits                        3,203,405      2,999,258    2,810,218
 Occupancy expense                                       314,932        346,936      354,946
 Equipment expense                                       462,890        469,828      403,916
 Office supplies                                         176,785        239,791      170,442
 Federal deposit insurance premiums                       26,517          2,000      209,311
 State franchise tax                                     343,239        299,675      255,430
 Other expenses                                        1,787,206      1,662,895    1,517,717
                                                       ---------      ---------    ---------
  Total other expenses                                 6,314,974      6,020,383    5,721,980
                                                       ---------      ---------   ----------
Income before income taxes                             6,031,601      5,459,466    5,036,459
Provision for income taxes                             1,624,401      1,600,000    1,444,207
                                                       ---------      ---------   ----------
Net income                                           $ 4,407,200    $ 3,859,466  $ 3,592,252
                                                       =========      =========   ==========
Basic and diluted earnings per common share          $      3.38    $      3.00  $      2.81
                                                       =========      =========   ==========
</TABLE>

<TABLE>

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
Years ended December 31, 1997, 1996 and 1995
<CAPTION>

                                                                  Unrealized
                                                                  Gain/(Loss) on
                                 Additional                       Securities    Total
                       Common    Paid-in      Retained  Treasury  Available     Shareholders'
                       Stock     Capital      Earnings  Stock     For Sale      Equity
<S>                  <C>         <C>        <C>         <C>       <C>        <C>
Balance, January 1,
 1995                $4,000,000  $4,000,000 $ 9,305,474 $(56,000) $(171,920) $17,077,554

Net income                                    3,592,252                        3,592,252

Common stock issued:
  Under dividend re-
   investment program    22,457     199,016                                      221,473
  Under 401(k) plan       4,281      37,936                                       42,217

Cash dividends declared
 ($.65 per share)                              (831,956)                        (831,956)

Change in unrealized
 loss on securities
 available for sale                                                 241,223      241,223
                     ----------   ----------   ---------  --------  --------    ---------
Balance, December
 31, 1995             4,026,738   4,236,952  12,065,770  (56,000)    69,303   20,342,763

Net income                                    3,859,466                        3,859,466

Common stock issued:
  Under dividend re-
   investment program    39,038     240,069                                      279,107
  Under 401(k) plan       5,903      43,481                                       49,384

Cash dividends declared
 ($.83 per share)                            (1,063,589)                      (1,063,589)

Stock split (100% stock
 dividend)            4,043,147              (4,043,147)

Change in unrealized
 gain on securities
 available for sale                                                 (40,651)     (40,651)
                     ----------    ---------  ----------  --------- --------- ------------
Balance, December
 31, 1996             8,114,826   4,520,502  10,818,500  (56,000)    28,652   23,426,480

Net income                                    4,407,200                        4,407,200

Common stock issued:
 Under dividend re-
  investment program     48,711     328,701                                      377,412
 Under 401(k) plan       52,654     286,696                                      339,350

Cash dividends declared
 ($1.01 per share)                           (1,317,792)                      (1,317,792)

Change in unrealized
 gain on securities
 available for sale                                                  41,830       41,830
                     ----------  ---------  ----------- ---------  --------   ----------
Balance, December
 31, 1997            $8,216,191  $5,135,899 $13,907,908 $(56,000) $  70,482  $27,274,480
                     ==========  ========== =========== =========  ========  ===========
</TABLE>

<TABLE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years ended December 31, 1997, 1996 and 1995

<CAPTION>

                                               1997           1996               1995
<S>                                         <C>              <C>              <C>
Cash flows from operating activities
 Net income                                 $  4,407,200     $  3,859,466     $  3,592,252
 Adjustments to reconcile net income to net
  cash from operating activities
   Security amortization and accretion           (40,711)          36,105           98,851
   Depreciation                                  385,148          428,307          331,927
   Gain on sale of other real estate owned                       (116,090)
   Gain on sale of loans                        (220,200)
   Investment security gains                         (46)         (11,949)         (23,743)
   FHLB stock dividends                         (113,300)
   Provision for loan losses                     400,063          400,000          514,709
   Deferred income taxes                           1,763          (72,705)         (48,921)
   Changes in
     Net deferred loan fees                       85,415           28,199          (62,141)
     Accrued interest receivable                (942,064)         (41,128)        (348,909)
     Accrued interest payable                     33,255           11,006          123,781
     Other assets and liabilities                 81,924          337,256         (176,231)
                                               ---------        ---------        ---------
   Net cash from operating activities          4,078,447        4,858,467        4,001,575
                                               ---------        ---------        ---------
Cash flows from investing activities
 Purchase of time deposits with financial
  institutions                                                 (3,000,000)
 Securities available for sale
   Proceeds from maturities                   11,000,000       10,000,000        7,000,000
   Purchases                                 (23,952,022)      (7,917,347)     (10,607,058)
 Securities held to maturity
   Proceeds from maturities and
    repayments                                12,161,211        9,100,731       11,178,470
   Purchases                                 (33,035,725)      (8,949,808)     (13,057,229)
   Loan sale proceeds                         10,766,167                           306,802
   Loan originations, net of payments        (25,338,195)     (12,659,533)     (15,862,449)
   Property and equipment expenditures        (1,423,186)        (322,093)        (587,624)
   Proceeds from sale of other real estate                        242,090
                                             ------------      -----------     ------------
      Net cash from investing activities     (49,821,750)     (13,505,960)     (21,629,088)
                                             ------------      -----------     ------------

Cash flows from financing activities
   Net increase in deposits                 $ 27,863,685     $  7,084,091     $ 20,575,357
   Net increase in securities sold under
    repurchase agreements                      2,552,586          775,240        3,033,426
   Advances on FHLB borrowings                 1,289,309       10,072,667        1,950,196
   Principal reductions on FHLB borrowings    (1,343,961)        (281,348)
   Shares issued for 401(k) plan                 339,350           49,384           42,217
   Cash dividends paid                          (940,380)        (784,482)        (610,483)
                                            ------------      -----------     -------------
     Net cash from financing activities       29,760,589       16,915,552       24,990,713
                                            ------------      -----------     -------------
 Net change in cash and cash equivalents     (15,982,714)       8,268,059        7,363,200
 Cash and cash equivalents at beginning
   of year                                    30,317,756       22,049,697       14,686,497
                                             -----------      -----------     -------------
Cash and cash equivalents at end of year    $ 14,335,042     $ 30,317,756     $ 22,049,697
                                             ===========      ===========     =============
Cash paid during the year for:
  Interest                                  $ 10,779,000     $  8,817,000     $  7,910,000
  Income taxes                                 1,751,000        1,469,000        1,575,000

</TABLE>


NOTE 1  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of accounting policies adopted by CSB
Bancorp, Inc. which have a significant effect on the financial
statements.

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

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

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

Cash Reserve Requirements: The Company is required by the Federal
Reserve to maintain reserves consisting of cash on hand and
noninterest-bearing balances on deposit with the Federal Reserve
Bank.  The required reserve balance at December 31, 1997 and 1996
was $2,230,000 and $1,888,000.

Securities:  Securities are classified as held to maturity and
carried at amortized cost when management has the positive intent
and ability to hold them to maturity.  Securities are classified as
available for sale when they might be sold before maturity.
Securities available for sale are carried at fair value, with
unrealized holding gains and losses reported separately in
shareholders' equity, net of tax.  Securities are classified as
trading when held for short term periods in anticipation of market
gains, and are carried at fair value.  Securities are written down
to fair value when a decline in fair value is not temporary.

Realized gains and losses resulting from the sale of securities are
computed by the specific identification method.  Interest and
dividend income, adjusted by amortization of purchase premium or
discount, is included in earnings.

Loans:  Loans are reported at the principal balance outstanding, net
of deferred loan fees and costs.  Interest income is reported on the
interest method and includes amortization of net deferred loan fees
and costs over the loan term.  Loans held for sale are reported at
the lower of cost or market value on an aggregate basis.

NOTE 1  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Interest income is not reported when full loan repayment is in
doubt, typically when payments are past due over 90 days.  Payments
received on such loans are reported as principal reductions.

Allowance for Loan Losses:  The allowance for loan losses is a
valuation allowance, increased by the provision for loan losses and
decreased by charge-offs less recoveries.  Management estimates the
allowance required based on past loan loss experience, known and
inherent risks in the portfolio, information about specific borrower
situations and estimated collateral values, economic conditions and
other factors.  Allocations of the allowance may be made for
specific loans, but the entire allowance is available for any loan
that, in management's judgment, should be charged-off.

Loan impairment is reported when full payment under the loan terms
is not expected.  If a loan is impaired, a portion of the allowance
is allocated so that the loan is reported, net, at the present value
of estimated future cash flows using the loan's existing interest
rate or at the fair value of collateral if repayment is expected
solely from the collateral.  Loans are evaluated for impairment when
payments are delayed, typically 90 days or more, or when the
internal grading system indicates a doubtful classification.

Smaller-balance homogeneous loans are evaluated for impairment in
total.  Such loans include residential first-mortgage loans secured
by one- to four-family residences, residential construction loans
and automobile, home equity and other consumer loans less than
$100,000.  Commercial loans and mortgage loans secured by other
properties are evaluated individually for impairment.

Premises and Equipment:  Premises and equipment are stated at cost
less accumulated depreciation.  These assets are reviewed for
impairment when events indicate their carrying amounts may not be
recoverable.  Depreciation is computed on a straight-line basis over
the estimated useful life of the asset.  Maintenance and repairs are
expensed and major improvements are capitalized.

Other Real Estate:  Real estate owned, other than that used in the
normal course of business, is recorded at fair value at acquisition.
Any reduction from carrying value of the related loan to fair value
at the time of acquisition is accounted for as a loan loss.  After
acquisition, a valuation allowance reduces the carrying value to the
lower of the initial amount or fair value less estimated costs to
sell.  Other real estate owned included on the balance sheets was
$181,000 and $301,000 at December 31, 1997 and 1996.

NOTE 1  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Servicing Rights:  Mortgage servicing rights represent the allocated
value of servicing rights retained on loans sold.  Servicing rights
are expensed in proportion to, and over the period of, estimated net
servicing revenues.  Impairment is evaluated based on the fair value
of the rights, using groupings of the underlying loans as to
interest rates and then, secondarily, as to geographic and
prepayment characteristics.  Any impairment of a grouping is
reported as a valuation allowance.  Servicing rights are not
material in any period presented.

Stock Option Plan:  Expense for the stock option plan is recorded
only if options are granted below the market price at the grant
date.  The fair value of a stock option is estimated using an option
pricing model which considers the current price of the stock,
expected price volatility, expected dividends on the stock and the
risk-free interest rate.  The proforma effect on net income and
earnings per share is disclosed as if the fair value of the options
had been recorded over the vesting period.  The proforma effect on
net income and earnings per share of the options granted in 1997 is
not material.

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

Repurchase Agreements:  Repurchase agreement liabilities represent
amounts advanced by various customers that are not covered by
federal deposit insurance and are secured by securities owned.

Fair Values of Financial Instruments:  Fair values of financial
instruments are estimated using relevant market information and
other assumptions, as more fully disclosed in Note 14.  Fair value
estimates involve uncertainties and matters of significant judgment
regarding interest rates, credit risk, prepayments, and other
factors, especially in the absence of broad markets for particular
items.  Changes in assumptions or in market conditions could
significantly affect the estimates.  The fair value estimates of
existing on- and off-balance sheet financial instruments does not
include the value of anticipated future business or the values of
assets and liabilities not considered financial instruments.

Statement of Cash Flows:  For purposes of the statement of cash
flows, cash and due from banks, interest-bearing demand deposits and
federal funds sold are included in cash and cash equivalents.  Net
cash flows are reported for customer loan and deposit transactions
and deposits with other financial institutions and borrowings with
original maturities of 90 days or less.  Cash dividends paid are
reported net of shares issued under the dividend reinvestment plan.

NOTE 1  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Dividend Restriction:  Banking regulations require the maintenance
of certain capital levels and may limit the amount of dividends
which may be paid.  A separate note details concerning regulatory
capital requirements.

Earnings per Share:  A new accounting standard adopted in 1997
requires dual presentation of basic and diluted earnings per share
("EPS") for entities with complex capital structures.  All prior EPS
data has been restated to conform to the new method.  Basic EPS is
based on net income divided by the weighted average number of shares
outstanding during the period.  Diluted EPS shows the dilutive
effect of additional common shares issuable under stock options.
The weighted average number of shares outstanding for basic EPS was
1,302,457 in 1997, 1,288,522 in 1996 and 1,279,002 in 1995.  The
weighted average number of shares outstanding for diluted EPS, which
includes the effect of stock options granted using the treasury
stock method, was 1,302,926 in 1997.  There was no per share
dilution as a result of the stock options in 1997.  Since no stock
options were outstanding in 1996 or 1995, the weighted average
number of shares outstanding was the same for both basic and diluted
EPS.

Financial Instruments With Off-Balance Sheet Risk:  The Company, in
the normal course of business, makes commitments to extend credit
which are not reflected in the consolidated financial statements.
A summary of these commitments is disclosed in a separate note.

Financial Statement Presentation:  Certain items in the 1996 and
1995 financial statements have been reclassified to correspond with
the 1997 presentation.


<TABLE>

NOTE 2  SECURITIES

The amortized cost and fair value of securities available for sale at year-end are as follows.


<CAPTION>

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

                                                 1996
                                          Gross        Gross
                              Amortized   Unrealized   Unrealized     Fair
                              Cost        Gains        Losses         Value
<S>                          <C>         <C>           <C>          <C>
Available for sale
 Debt securities
   U.S. Treasury securities  $11,025,400 $   47,599    $    (186)   $11,072,813
   Obligations of U.S.
    government corporations
    and agencies               2,000,000                  (4,000)     1,996,000
                              ----------   --------      --------    -----------
   Total debt securities
    available for sale        13,025,400     47,599       (4,186)    13,068,813
 Other securities              1,821,600         --           --      1,821,600
                              ----------   --------      --------    ----------
   Total securities available
    for sale                 $14,847,000 $   47,599    $  (4,186)   $14,890,413
                              ==========   ========      ========    ==========
Held to maturity
  U.S. Treasury securities   $11,030,882 $  116,799    $  (9,947)   $11,137,734
  Obligations of U.S.
   government corporations
   and agencies                7,011,135      4,413       (6,361)     7,009,187
  Obligations of states
   and political subdivisions 19,440,275    499,363     (127,342)    19,812,296
  Mortgage-backed securities      11,175                     (50)        11,125
                              ----------   --------     ---------    -----------
    Total securities held to
      maturity               $37,493,467 $  620,575    $(143,700)   $37,970,342
                              ==========  =========     =========    ===========
</TABLE>


NOTE 2 - SECURITIES (Continued)

The amortized cost and fair value of debt securities available for
sale at year-end 1997, by contractual maturity, are shown below.

                                         Amortized          Fair
                                          Cost              Value
Available for sale
Debt securities:
  Due in one year or less                $ 7,996,085   $ 7,999,531
  Due after one through five years        18,004,636    18,107,981
                                          ----------    ----------
  Total debt securities available for
   sale                                  $26,000,721   $26,107,512
                                          ==========    ==========
Held to maturity
Debt securities:
  Due in one year or less                $ 8,000,924   $ 8,053,983
  Due after one year through five years   20,057,678    20,336,215
  Due after five years through ten years  14,739,772    15,351,978
  Due after ten years                     15,587,060    16,031,461
                                          ----------    ----------
Total debt securities held to maturity   $58,385,434   $59,773,637
                                          ==========    ==========

No securities were sold during any period presented.  Securities
called or settled by the issuer resulted in gains of $46, $11,949
and $23,743 in 1997, 1996 and 1995.

Securities with a carrying value of approximately $46,065,000 and
$29,002,000 were pledged as of December 31, 1997 and 1996, to secure
public deposits, as well as other deposits and borrowings as
required or permitted by law.


NOTE 3  LOANS

Year-end loans are as follows.

                                  1997            1996

Commercial                     $ 80,260,550      $ 72,916,620
Commercial real estate           30,407,670        22,991,254
Residential real estate          49,049,948        50,874,164
Installment and credit card      16,450,211        15,110,537
Construction                      3,507,863         3,248,723
                                 ----------       -----------
    Total loans                $179,676,242      $165,141,298
                                ============      ===========

NOTE 4  ALLOWANCE FOR LOAN LOSSES

Activity in the allowance for loan losses is as follows.

                             1997        1996          1995

Beginning balance          $2,120,845  $1,830,250   $1,557,547
Provision for loan losses     400,063     400,000      514,709
Loans charged off            (223,945)   (136,524)    (292,086)
Recoveries                     52,076      27,119       50,080
                            ----------   --------    ----------
Ending balance             $2,349,039  $2,120,845   $1,830,250
                           ==========   ========     =========
Impaired loans are as follows.

                                        1997          1996
Year-end loans with no allowance
 for loan losses allocated           $         0   $          0
Year-end loans with allowance
 for loan losses allocated             1,384,000        961,000
Amount of the allowance
  allocated at year end                  437,000        336,000
Average of impaired loans
 during the year                       1,230,000        406,000
Interest income recognized
 during impairment                        76,000         84,000
Cash-basis interest income
 recognized                               59,000         56,000


NOTE 5  PREMISES AND EQUIPMENT

Year-end premises and equipment are as follows.

                                            1997       1996

Land and improvements                $    980,700  $   483,465
Buildings and improvements              2,516,855    2,511,504
Furniture and equipment                 2,698,844    2,543,595
Leasehold improvements                     79,979       79,979
Facilities under construction             747,802
                                     ------------   ----------
     Total                              7,024,180    5,618,543
Accumulated depreciation                3,422,926    3,055,327
                                     ------------   ----------
Premises and equipment, net          $  3,601,254  $ 2,563,216
                                     ============   ==========

The Bank leases certain office locations.  Total rental expense
under these leases was $90,674 in 1997, $89,324 in 1996 and $92,035
in 1995.  Future minimum lease payments are not material.

NOTE 6  INTEREST-BEARING DEPOSITS

Interest-bearing deposits at year-end are as follows.

                                          1997          1996

Demand                               $36,810,301   $36,317,260
Statement and passbook savings        39,235,884    28,806,699
Certificates of deposit:
  In excess of $100,000               30,643,934    24,675,449
  Other                              109,835,004   102,148,566
                                     -----------   -----------
  Total                             $216,525,123  $191,947,974
                                     ===========   ===========

Included in savings deposits is an $8 million account from a local
school district that represents the proceeds of a bond issuance for
the construction of a new facility.  The district is expected to
withdraw the funds over a period of 24 months.

At year-end 1997, stated maturities of time deposits were as
follows.

      1998    $113,098,244
      1999      13,666,570
      2000       8,366,986
      2001       2,250,194
      2002       3,096,944
                -----------
      Total    $140,478,938
                ===========

NOTE 7 - BORROWINGS

The Company borrows from the Federal Home Loan Bank (FHLB) to fund
certain fixed-rate residential real estate loans.  These borrowings
carry fixed interest rates ranging from 5.60% to 7.15% at year-end
1997 and 5.65% to 7.15% at year-end 1996, with 10-, 15- or 20-year
maturities.  The Company matches each borrowing against a fixed-rate
mortgage loan with a similar maturity.  Monthly principal and
interest payments are due on the borrowings.  In addition, a
principal curtailment of 10% of outstanding principal balance is due
on the anniversary date of each borrowing.  Future required
principal payments, including curtailments, are as follows.

   1998  $ 1,577,490
   1999    1,402,754
   2000    1,246,177
   2001    1,105,907
   2002      955,507
Thereafter 5,399,028
           ---------
         $11,686,863
          ===========

NOTE 7 - BORROWINGS (Continued)

At December 31, 1997, the FHLB borrowings are collateralized by the
Company's FHLB stock and $17,530,000 of qualifying mortgage loans.
Based upon the amount of FHLB stock owned, the Bank has the ability
to obtain up to $33 million of advances from the FHLB.

Securities sold under agreements to repurchase generally mature
within three months from the transaction date.  Physical control is
maintained for all securities sold under repurchase agreements.
Information concerning securities sold under agreements to
repurchase is summarized as follows.

                                            1997         1996

Average balance during the year           $5,135,407   $2,832,589
Average interest rate during the year          3.92%        3.75%
Maximum month-end balance during the year $8,480,023   $4,738,173


NOTE 8  INCOME TAXES

The provision for income taxes consists of the following:




                           1997          1996           1995

Current                 $1,622,638      $1,672,705     $1,493,128
Deferred                     1,763         (72,705)       (48,921)
                         ---------       ---------      ---------
Total income tax
 provision              $1,624,401      $1,600,000     $1,444,207
                         ==========      =========      ==========

The differences between the financial statement provision and
amounts computed by applying the statutory federal income tax rate
of 34% to income before income taxes are as follows:

                                 1997        1996       1995
Income taxes computed at the
 statutory federal tax rate    $2,050,744 $1,856,218  $1,712,396
Add (subtract) tax effect of
 Tax exempt interest income      (494,561)  (348,771)   (314,190)
 Nondeductible interest expense    72,695     43,677      35,299
 Other                             (4,477)    48,876      10,702
                                ---------- ---------   ----------
Total income tax provision     $1,624,401 $1,600,000  $1,444,207
                                ========== =========   ===========

The tax effects of principal temporary differences and the resulting
deferred tax assets and liabilities that comprise the net deferred
tax asset included in other assets on the balance sheet are as
follows at year-end.

NOTE 8  INCOME TAXES (Continued)

                                  1997        1996        1995

Allowance for loan losses     $ 645,951   $ 568,365    $ 469,563
Deferred loan fees               72,246     114,578      184,740
Other                           124,614      75,152       47,471
                                -------    --------      -------
  Deferred tax asset            842,811     758,095      701,774
                                -------    --------      --------
Accretion                       (51,294)    (36,383)     (35,232)
Depreciation                    (36,171)    (34,382)     (73,167)
Unrealized gain on
  securities available
  for sale                      (36,309)    (14,760)     (35,702)
Other                           (92,729)    (22,950)      (1,700)
                                --------    --------     -------
 Deferred tax liability        (216,503)   (108,475)    (145,801)
                                -------     --------    ---------
Net deferred tax asset        $ 626,308   $ 649,620    $ 555,973
                                =======    =========    =========

The Company has sufficient taxes paid in and available for recovery
to warrant recording the full deferred tax asset without a valuation
allowance.


NOTE 9  EMPLOYEE BENEFITS

Profit Sharing Plan:  The Company maintains a contributory profit
sharing plan covering substantially all its employees who meet
certain age and service requirements.  Under the plan, the Company
contributes 3% of each eligible participant's compensation during
the year and matches participant contributions up to 2% of each
participant's compensation during the year.  Both of these
contributions are dependent on availability of sufficient net income
from current or prior years.  Additional contributions may be made
as approved by the Board of Directors.  Expense under this plan for
1997, 1996 and 1995 was $113,000, $104,000 and $93,000.

Stock Option Plan:  On January 1, 1997, the Board of Directors
granted options to purchase 900 shares of common stock at an
exercise price of $18.09 to an officer of the Company.  One-third of
the options awarded become exercisable on each of the first three
anniversaries of the date of grant.  Therefore, the first 300
options become exercisable on January 1, 1998.  Expense recorded for
the options and the proforma effect on net income and earnings per
share are not material.


NOTE 10  COMMITMENTS, OFFBALANCE SHEET RISK, AND CONTINGENCIES

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

As of December 31, 1997 and 1996, commitments to make loans,
primarily in the form of undisbursed portions of approved lines of
credit, amounted to approximately $28,981,000 and $28,596,000,
substantially all of which carried adjustable rates of interest.
Commitments under outstanding standby letters of credit amounted to
$820,000 at December 31, 1997 and $1,515,000 at December 31, 1996.
Since many commitments to make loans expire without being used, the
amount does not necessarily represent future cash commitments.
Collateral obtained relating to these commitments is determined
using management's credit evaluation of the borrower and may include
real estate, vehicles, business assets, deposits and other items.

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

Occasionally, various contingent liabilities arise that are not
recorded in the financial statements, including claims and legal
actions arising in the ordinary course of business.  In the opinion
of management, after consultation with legal counsel, ultimate
disposition of these matters is not expected to have a material
affect on financial condition or results of operations.


NOTE 11  RELATED PARTY TRANSACTIONS

In the ordinary course of business, loans are granted to executive
officers, directors and their related business interests.  The
following is an analysis of activity of related party loans, for
loans aggregating $60,000 or more to any one related party, at year-end 1997.

Balance at January 1, 1997     $1,046,770
  New loans and advances          549,338
  Repayments                     (470,558)
  Other changes                    98,253
                                ---------
Balance at December 31, 1997   $1,223,803
                                =========
NOTE 11  RELATED PARTY TRANSACTIONS (Continued)

Other changes represent loans applicable to one reporting period
that are excludable from the other reporting period.


NOTE 12 - REGULATORY MATTERS

The Company and Bank are subject to regulatory capital requirements
administered by federal banking agencies.  Capital adequacy
guidelines and prompt corrective-action regulations involve
quantitative measures of assets, liabilities and certain off-balance-sheet items
calculated under regulatory accounting
practices.

The prompt corrective action regulations provide five
classifications, including well capitalized, adequately capitalized,
undercapitalized, significantly undercapitalized and critically
undercapitalized, although these terms are not used to represent
overall financial condition.  If only adequately capitalized,
regulatory approval is required to accept brokered deposits.  If
undercapitalized, capital distributions are limited, as is asset
growth and expansion and plans for capital restoration are required.
In the most recent notifications received by the Company and the
Bank, each was categorized as well capitalized.  There are no
conditions or events since those notifications that management
believes have changed the Company's or the Bank's category.

At year-end, the capital requirements were met.  Actual capital
levels, in thousands, and minimum required levels were:


<TABLE>


<CAPTION>
                                                                         Minimum
                                                                         Required To Be
                                                      Minimum Required   Well Capitalized
                                                      For Capital        Under Prompt Corrective
                                   Actual             Adequacy Purposes  Action Regulations
                             Amount     Ratio         Amount      Ratio  Amount      Ratio
<S>                          <C>        <C>           <C>          <C>   <C>          <C>
1997
Total capital
  (to risk-weighted assets)
   Consolidated              $29,401    16.70%        $14,086      8.0%  $17,607      10.0%
   Bank                      $27,647    15.15%        $14,039      8.0%  $17,549      10.0%
Tier 1 capital
 (to risk-weighted assets)
  Consolidated               $27,198    15.45%        $ 7,043      4.0%  $10,564       6.0%
  Bank                       $25,521    14.54%        $ 7,020      4.0%  $10,530       6.0%
Tier 1 capital
 (to average assets)
  Consolidated               $27,198     9.56%        $11,382      4.0%  $14,228       5.0%
  Bank                       $25,521     8.99%        $11,360      4.0%  $14,200       5.0%


</TABLE>


NOTE 12 - REGULATORY MATTERS (Continued)

<TABLE>

                                                                     Minimum
                                                                     Required To Be
                                                  Minimum Required   Well Capitalized
                                                  For Capital        Under Prompt Corrective
                                    Actual        Adequacy Purposes  Action Regulations
                               Amount    Ratio     Amount  Ratio      Amount    Ratio
<S>                           <C>        <C>       <C>      <C>       <C>       <C>
1996
Total capital
 (to risk-weighted assets)
  Consolidated                $25,335    16.37%    $12,382  8.0%      $15,476   10.0%
  Bank                        $24,835    16.05%    $12,382  8.0%      $15,476   10.0%
Tier 1 capital
 (to risk-weighted assets)
  Consolidated                $23,397    15.12%    $ 6,190  4.0%      $ 9,285    6.0%
  Bank                        $22,897    14.79%    $ 6,190  4.0%      $ 9,285    6.0%
Tier 1 capital
 (to average assets)
  Consolidated                $23,397     9.21%    $10,162  4.0%      $12,702    5.0%
  Bank                        $22,897     9.01%    $10,162  4.0%      $12,702    5.0%

</TABLE>



The Company's primary source of funds with which to pay dividends is
dividends received from the Bank.  The payment of dividends by the
Bank to the Company is subject to restrictions by its regulatory
agency.  These restrictions generally limit dividends to current and
prior two years retained earnings as defined by the regulations.  In
addition, dividends may not reduce capital levels below the minimum
regulatory requirements disclosed above.  Under the most restrictive
of these requirements, the Company estimates retained earnings
available for payment of dividends by the Bank to the Company
approximates $9,118,000 at December 31, 1997.


NOTE 13  PARENT COMPANY ONLY CONDENSED FINANCIAL INFORMATION

Following are condensed parent company financial statements.

                   Condensed Balance Sheets
                   December 31, 1997 and 1996

                                        1997         1996
Assets:
Cash deposited with subsidiary      $ 1,123,241    $   499,528
Investment in subsidiary             25,597,379     22,926,032
Securities held to maturity             497,806
Other assets                             56,054            920
                                     ----------    -----------
   Total assets                     $27,274,480    $23,426,480
                                     ==========    ===========
Shareholder's Equity                $27,274,480    $23,426,480
                                     ==========    ===========



<TABLE>

NOTE 13  PARENT COMPANY ONLY CONDENSED FINANCIAL INFORMATION
(Continued)

                 Condensed Statements of Income
      For the years ended December 31, 1997, 1996, and 1995

<CAPTION>
                                         1997      1996            1995
<S>                                <C>           <C>          <C>
Interest on securities             $    20,356
Dividends from subsidiary            1,817,792   $ 1,063,595  $   831,957
Other income                             6,010
                                    ----------    ----------   ----------
   Total income                      1,844,158     1,063,595      831,957

Operating expenses                      80,043       116,347       80,313
                                    ----------    ----------   ----------
Income before taxes and equity in
 undistributed earnings of
 subsidiary                          1,764,115       947,248      751,644
Income tax benefit                      13,568        28,902       27,143
Equity in undistributed earnings
 of subsidiary                       2,629,517     2,883,316    2,813,465
                                     ---------    ----------    ---------
Net income                         $ 4,407,200   $ 3,859,466  $ 3,592,252
                                     =========    ===========   =========

<CAPTION>

                   Condensed Statements of Cash Flows
           For the years ended December 31, 1997, 1996, and 1995

                                         1997      1996           1995
<S>                                <C>           <C>          <C>
Cash flows from operating
 activities
Net income                         $ 4,407,200   $ 3,859,466  $ 3,592,252
Adjustments to reconcile
 net income to
 cash provided by operations
  Equity in undistributed income of
   subsidiary                       (2,629,517)   (2,883,316)  (2,813,465)
  Change in other assets                (1,134)       11,057       30,164
                                     ---------     ---------    ---------
  Net cash from operating activities 1,776,549       987,207      808,951
                                     ---------     ---------    ---------
Cash flows from investing activities
 Purchases of Securities held to
  maturity                            (497,806)
 Property expenditures                 (54,000)
                                     ---------     ---------    ---------
 Net cash from investing activities   (551,806)

Cash flows from financing activities
 Shares issued for 401(k) plan         339,350        49,384       42,217
 Cash dividends paid                  (940,380)     (784,482)    (610,483)
 Net cash from financing activities   (601,030)     (735,098)    (568,266)

Net change in cash                     623,713       252,109      240,685

Cash at beginning of year              499,528       247,419        6,734
                                     ---------     ---------     ---------
Cash at end of year                $ 1,123,241   $   499,528  $   247,419
                                     =========    ==========     =========
</TABLE>


<TABLE>
NOTE 14  FAIR VALUES OF FINANCIAL INSTRUMENTS

               Financial instruments at year-end are as follows:
<CAPTION>
                                             1997                  1996
                                               (dollars in thousands)

                                  Carrying                   Carrying
                                  Amount       Fair Value    Amount     Fair Value
<S>                              <C>          <C>           <C>         <C>
Financial assets
Cash and equivalents             $ 14,335     $  14,335     $  30,318   $  30,318
Time deposits with other
 institutions                       3,000         3,000         3,000       3,000
Securities available for sale      28,042        28,042        14,890      14,890
Securities held to maturity        58,385        59,774        37,493      37,970
Loans, net of allowance for loan
 losses                           177,327       176,914       163,020     164,025
Accrued interest receivable         2,786         2,786         1,844       1,844

Financial liabilities
Demand and savings deposits     $(100,724)    $(100,724)    $ (86,516)  $ (86,516)
Time deposits                    (140,479)     (140,917)     (126,824)   (128,001)
Repurchase agreements              (7,291)       (7,291)       (4,738)     (4,738)
FHLB borrowings                   (11,687)      (11,764)      (11,742)    (11,988)
Accrued interest payable             (457)         (457)         (423)       (423)

</TABLE>


The following methods and assumptions were used to estimate fair
values for financial instruments.  The carrying amount is considered
to approximate fair value for cash and short-term instruments,
demand deposits, short-term borrowings, accrued interest, and
variable rate loans or deposits that reprice frequently.  Securities
fair values are based on quoted market prices or, if no quotes are
available, on the rate and term of the security and on information
about the issuer.  For fixed rate loans or deposits and for variable
rate loans or deposits with infrequent repricing, the fair value is
estimated by discounted cash flow analysis using current market
rates for the estimated life and credit risk.  Fair values for
impaired loans are estimated using discounted cash flow analyses or
underlying collateral values, where applicable.  The fair value of
debt is based on currently available rates for similar financing.
The fair value of off-balance sheet items is not material.



EXHIBIT 21

SUBSIDIARY OF CSB BANCORP, INC.


The Commercial and Savings Bank, Millersburg, Ohio, an Ohio-chartered
commercial bank.


EXHIBIT 23

CONSENT OF CROWE, CHIZEK AND COMPANY LLP




CONSENT OF INDEPENDENT ACCOUNTANTS




We hereby consent to the incorporation by reference in the
prospectuses constituting part of the registration statements on
Form S-3 for the CSB Bancorp, Inc. Share Owner Dividend Reinvestment
Plan and on Form S-8 for The Commercial & Savings Bank of
Millersburg Profit Sharing and 401(k) Savings Retirement Plan and
Trust of our report dated January 15, 1998 on the consolidated
balance sheets of CSB Bancorp, Inc. as of December 31, 1997 and 1996
and the related consolidated statements of income, changes in
shareholders' equity and cash flows for each of the three years in
the period ended December 31, 1997, which report is included in this
Form 10-K.



/s/Crowe, Chizek and Company LLP
Crowe, Chizek and Company LLP

Columbus, Ohio
March 27, 1998



EXHIBIT 24

POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

WHEREAS, CSB BANCORP, INC., an Ohio corporation (hereinafter
referred to as the "Corporation"), proposes shortly to file with the
Securities and Exchange Commission under the provisions of the
Securities Exchange Act of 1934, as amended, a Form 10-K for the
fiscal year ended December 31, 1997; and

WHEREAS, the undersigned is a director or officer of the
Corporation, as indicated below under his or her name;

NOW, THEREFORE, the undersigned hereby constitutes and appoints
Douglas D. Akins, his or her attorney for him or her and in his or
her name, place and stead, and authorizes his or her attorney to
execute and file the Form 10-K and to execute and file any amended
Form 10-K or amendments or supplements to any of the foregoing,
hereby giving and granting to said attorney full power and authority
to do and perform every act and thing whatsoever requisite and
necessary to be done in connection therewith as fully to all intents
and purposes as he or she might or could do if personally present at
the doing thereof, and hereby ratifies and confirms all that said
attorney may or shall lawfully do, or cause to be done, by virtue
hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this _____ day of March, 1998.




Name: _________________________________________

Title:___________________________________________

STATE OF OHIO           )
                        ) SS:
COUNTY OF ____________  )

On the _____ day of March, 1998, personally appeared before me
___________, to me known to be the person described in and who
executed the foregoing instrument, and he or she duly acknowledged
to me that he or she executed and delivered the same for the
purposes therein expressed.

WITNESS my hand and official seal this ______ day of March, 1998.


___________________________________________
Notary Public