Page 1 of 68 pages
                                           Exhibit Index on
                                           page 18
        UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                    WASHINGTON, D.C. 20549
                         FORM 10-K

 [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934 
      For the fiscal year ended December 31, 1998

 [ ]  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 of     (I.R.S. Employer
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. [x]

At March 11, 1999, the aggregate market value of the voting stock
held by nonaffiliates of the registrant, based on a share price of
$49.13 per share (such price being the average of the bid and
asked prices on such date) was $117.3 million.

At March 11, 1999, there were outstanding 2,649,298 of the
registrant's Common Shares.

<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE

Portions of Registrant's 1998 Annual Report to Shareholders (Parts
I and II)
Portions of Registrant's Definitive Proxy Statement for the April
14, 1999 Annual Meeting of Shareholders (Part III)
<PAGE>
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 and 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, its deposits are insured by the Federal
Deposit Insurance Corporation and it 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, 1998, the Bank employed 124 employees, 104 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.

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 1998 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 23
         of the CSB Bancorp Inc. 1998 Annual Report to
         Shareholders (the "Annual Report") portions of which are
         included as Exhibit 13 to this document, 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 24 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, 1998, 1997 and 1996.

<TABLE>

(In thousands of dollars)               1998     1997     1996
                                        ----     ----     ----
<S>                                     <C>      <C>      <C>
Securities available for sale 
  (at fair value)
  U.S. Treasury securities              $10,115  $16,094  $11,073
  U.S. Government corporations 
    and agencies                         14,941   10,013    1,996
  Other securities                        2,059    1,935    1,821
                                        -------  -------  -------
                                        $27,115  $28,042  $14,890
                                        -------  -------  -------
                                        -------  -------  -------
Securities held to maturity 
  (at amortized cost)
  U.S. Treasury securities              $10,125  $15,122  $11,031
  U.S. Government corporations 
    and agencies                          9,501    7,540    7,011
  Obligations of states and 
    political subdivisions               42,627   35,723   19,440
  Mortgage-backed securities               --       --         11
                                        -------  -------  -------

                                        $62,253  $58,385  $37,493
                                        -------  -------  -------
                                        -------  -------  -------
</TABLE>

     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, 1998:
<PAGE>
<TABLE>

(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         $6,022   6.18%   $ 4,093  6.08%     --       --      --       --
  U.S. Government
    corporations
    and agencies          --      --      14,941  5.95      --       --      --       --
                        ------   -----   -------  -----
       Total            $6,022   6.18%   $19,034  5.98%     --       --      --       --
                        ------   -----   -------  -----
                        ------   -----   -------  -----

Held to maturity
  U.S. Treasury         $7,000   6.46%   $ 3,023  6.26%     --       --    $   102   7.70%
  U.S. Government
    corporations
    and agencies          --      --       9,501  5.66%     --       --      --       --
  Obligations of
    states and
    political
    subdivisions           686   9.24      7,602  7.61    $19,990   7.22%   14,349   7.53
                        ------   -----   ------   -----   ------   -----   ------   ------
       Total            $7,686   6.71%   $20,126  6.49%   $19,990   7.22%  $14,451   7.53%
                        ------   -----   ------   -----   ------   -----   ------   ------
                        ------   -----   ------   -----   ------   -----   ------   ------
</TABLE>

<PAGE>
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, 1998.

III.  Loan Portfolio

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

<TABLE>

(In thousands of 
dollars)           1998      1997      1996      1995     1994
<S>                <C>       <C>       <C>       <C>      <C>
Commercial         $ 86,971  $ 80,428  $ 72,917  $ 67,836 $ 59,068
Commercial real 
  estate             33,137    30,408    22,991    22,858   22,700
Residential real 
  estate             33,685    49,752    50,874    43,995   39,167
Residential real 
  estate loans held 
  for sale           23,636      --       --      --          --
Construction          3,155     3,508     3,249     2,477    2,802
Installment and  
  credit card        16,992    16,393    15,110    15,453   13,507
                   --------  --------  --------  -------- --------
Total loans        $197,576  $180,489  $165,141  $152,619 $137,244
                   --------  --------  --------  -------- --------
                   --------  --------  --------  -------- --------
</TABLE>

     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, 1998:


(In thousands      One Year  One Through  After Five
  of dollars)      or Less   Five Years    Years      Total
                   --------  -----------  ----------  ------
Commercial         $38,237   $14,662      $34,072    $ 86,971
Commercial real 
  estate             1,967     2,884       28,286      33,137
Construction          --         250        2,905       3,155
                   -------   -------      -------    --------
Total              $40,204   $17,796      $65,263    $123,263
                   -------   -------      -------    --------
                   -------   -------      -------    --------
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, 1998.

                                 Fixed        Variable
(In thousands of dollars)        Rate         Rate
Total commercial, commercial 
  real estate and construction 
  loans due after one year       $24,367      $58,692
                                 -------      -------
                                 -------      -------

     C.  Risk Elements

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

                                           December 31
(In thousands of dollars)       1998      1997      1996     1995    1994
<S>                             <C>       <C>       <C>      <C>     <C>
     (a)  Loans accounted 
          for on a 
          nonaccrual basis      $  571    $  494    $  174   $  228  $  611

     (b)  Accruing loans 
          which are 
          contractually past 
          due 90 days or more 
          as to interest or 
          principal payments       892       746       573      343     590

     (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                $1,463    $1,240    $  747   $  571  $1,201
                                ------    ------    ------   ------  ------
                                ------    ------    ------   ------  ------
</TABLE>
<PAGE>

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 is as follows:

          (In thousands of dollars)         1998    1997     1996

          Balance of impaired loans at 
          December 31                       $1,454  $1,384   $961

          Less portion for which no 
          allowance for loan loss is 
          allocated                            142     --     --
                                            ------  ------   ----
          Portion of impaired loan balance 
          for which an allowance for loan 
          losses is allocated               $1,312  $1,384   $961
                                            ------  ------   ----

          Portion of allowance for loan 
          losses allocated to the impaired 
          loan balance at December 31       $  412  $  437   $336

          Interest income recognized in impaired loans during the
          year represented $92,000 while $140,000 would have been
          recognized had the loans been performing under their
          contractual terms.

          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, 1998, 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, 1998, 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, 1998,
         there are no other interest-bearing assets required to be
         disclosed under Item III.C.1. or 2. if such assets were
         loans.

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:
<PAGE>
<TABLE>
(In thousands of dollars)               1998        1997       1996       1995       1994
<S>                                     <C>         <C>        <C>        <C>        <C>
LOANS
  Average loans outstanding during
   period                               $187,198    $168,823   $157,274   $146,816   $131,440
                                        --------    --------   --------   --------   --------
                                        --------    --------   --------   --------   --------

ALLOWANCE FOR LOAN LOSSES
  Balance at beginning of period        $  2,349    $  2,121   $  1,830   $  1,558   $  1,312
  Loans charged off:
    Commercial                              (350)        (37)       (11)       (59)        (4)
    Commercial real estate                   (37)         (0)        (0)      (113)       (34)
    Residential real estate                  (76)         (0)        (0)        (0)        (0)
    Installment and credit card             (105)       (187)      (125)      (121)       (74)
                                        --------    --------   --------   --------   --------
      Total loans charged off               (568)       (224)      (136)      (293)      (112)
                                        --------    --------   --------   --------   --------
  Recoveries of loans previously 
   charged off:
    Commercial                                 1           2          2         12          9
    Commercial real estate                     0           0          0          0          0
    Residential real estate                   15           9          0          0          7
    Installment                               40          41         25         38         42
                                        --------    --------   --------   --------   --------
      Total loan recoveries                   56          52         27         50         58

  Net loans charged off                     (512)       (172)      (109)      (243)       (54)
  Provision charged to operating 
   expense                                 1,051         400        400        515        300
                                        --------    --------   --------   --------   --------

  Balance at end of period              $  2,888    $  2,349   $  2,121   $  1,830   $  1,558

Ratio of net charge-offs to
average loans outstanding
for period                                   .27%        .10%       .07%       .17%       .04%

/TABLE
<PAGE>
The 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.

<PAGE>
<TABLE>

               --------------------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, 1998       December 31, 1997        December 31, 1996
                          -----------------       -----------------        -----------------
<S>                     <C>       <C>           <C>         <C>          <C>        <C>
Commercial              $1,181     44.02%       $  719       44.67%      $  634      44.15%
Commercial real estate     748     16.77           465       16.92          425      13.92
Residential real estate    302     29.01           245       27.30          109      30.81
Construction                 0      1.60             0        1.95            0       1.97
Installment and credit 
  card                     237      8.60           141        9.16          139       9.15
Unallocated                420                     779                      814
                        ------    -------       ------      -------      ------     -------
  Total                 $2,888    100.00%       $2,349      100.00%      $2,121     100.00%
                        ------    -------       ------      -------      ------     -------
                        ------    -------       ------      -------      ------     -------

</TABLE>


<TABLE>

                                  Percentage of             Percentage of
                                  Loans in Each             Loans in Each
                        Allowance Category to   Allowance   Category to
                        Amount    Total Loans   Amount      Total Loans
                          December 31, 1995       December 31, 1994
                        --------- ------------- ---------   -----------
<S>                     <C>        <C>          <C>         <C>
Commercial              $  497      44.45%      $  710       43.04%
Commercial real estate     551      14.98          148       16.54
Residential real estate    148      28.83          118       28.54
Construction                 0       1.62            0        2.04
Installment and credit 
  card                     219      10.12          175        9.84
Unallocated                415                     407
                        ------     -------      ------      ------
   Total                $1,830     100.00%      $1,558      100.00%
                        ------     -------      ------      ------
                        ------     -------      ------      ------
</TABLE>
<PAGE>
<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
                                    1998      1997      1996       1998     1997      1996
<S>                                 <C>       <C>       <C>        <C>      <C>       <C>
(In thousands of dollars)
Noninterest-bearing demand          $ 23,813  $ 20,920  $ 20,140   N/A      N/A       N/A
Interest-bearing demand deposits      35,541    35,148    35,625   2.02%    1.99%     2.05%
Savings deposits                      41,056    35,559    27,564   3.44     3.47      3.03
Time deposits                        146,551   135,565   116,280   5.78     5.82      5.72
                                    --------  --------  --------

  Total deposits                    $246,961  $227,192  $199,609
                                    --------  --------  --------
                                    --------  --------  --------

</TABLE>

<PAGE>
     D.  The following is a schedule of maturities of time
certificates of deposit in amounts of $100,000 or more as of
December 31, 1998:

         (In thousands of dollars)
         Three months or less              $ 8,736
         Over three through six months       6,640
         Over six through twelve months     15,910
         Over twelve months                  5,650

             Total                         $36,936

     C. and E.  There were no foreign deposits in any period
presented.

VI.  Return On Equity And Assets

                                  1998        1997          1996

Return on average assets          1.43%       1.62%         1.65%
Return on average shareholders' 
  equity                         14.39       17.32         17.47
Dividend payout ratio            37.45       29.88         27.67
Average shareholders' equity
  to average assets               9.93        9.38          9.47

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, 1998, 1997 and 1996 were less than 30 percent of
shareholders' equity at December 31, 1998, 1997 and 1996.

ITEM 2 - PROPERTIES

The Bank owns and operates its main office at Six West Jackson
Street, Millersburg, Ohio 44654.  The Bank also operates eight
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;
    operations center under construction)
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 1998.

PART II

ITEM 5 - MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Information contained in the section captioned "Common Stock and
Shareholder Information" on pages 31 and 32 of the Annual Report
is incorporated herein by reference.

ITEM 6 - SELECTED FINANCIAL DATA

Information contained in the section captioned "Selected Financial
Data" on pages 20 and 21 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 "1998 Financial
Review" on pages 19 through 31, inclusive, of the Annual Report is
incorporated herein by reference.

ITEM 7A  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK

Information contained in the section captioned "Quantitative and
Qualitative Disclosures About Market Risk" on pages 29 and 30 of
the Annual Report is incorporated herein by reference.

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 33 through 56, 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 THE 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 1999 Annual Meeting of Shareholders filed with
the Securities and Exchange Commission on or about March 12, 1999
(the "Proxy Statement") and information contained in the section
captioned "SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING
COMPLIANCE"  on pages 3 and 4 of the Proxy Statement is
incorporated herein by reference.

ITEM 11 - EXECUTIVE COMPENSATION

Information contained in the section captioned "REPORT OF THE
COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS ON EXECUTIVE
COMPENSATION" on pages 8 and 9 of the Proxy Statement, the section
captioned "EXECUTIVE COMPENSATION" on page 10 of the Proxy
Statement and the section captioned "PERFORMANCE GRAPH" on page 11
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 and 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 12 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)

     3.1.1      Amended form of Article Fourth of Amended Articles
                of Incorporation, as effective April 9, 1998.  

     3.2        Code of Regulations of CSB Bancorp, Inc.
                (incorporated by reference to Registrant's Form
                10-SB)
<PAGE>
     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        CSB Bancorp, Inc. 1998 Annual Report to
               Shareholders

     21        Subsidiary of CSB Bancorp, Inc.

     23        Consent of Crowe, Chizek and Company LLP

     24        Powers 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.

<PAGE>
                            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,
1999.

     Signatures                        Title


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


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


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

/s/ DAVID W. KAUFMAN*          Director
David W. Kaufman*


/s/ J. THOMAS LANG*            Director
J. Thomas Lang*


/s/ VIVIAN A. McCLELLAND*      Director
Vivian A. McClelland*


/s/ H. RICHARD MAXWELL*        Director
H. Richard Maxwell*

<PAGE>
/s/ 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<PAGE>
                        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

3.1.1      Amended form of Article Fourth of 
           Amended Articles of Incorporation, 
           as effective April 9, 1998.           19

3.2        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                    20

13         Excerpts of the CSB Bancorp, Inc. 
           1998 Annual Report to Shareholders    21

21         Subsidiary of CSB Bancorp, Inc.       64

23         Consent of Crowe, Chizek and 
           Company LLP                           65

24         Powers of Attorney                    66

27         Financial Data Schedule               67