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, 1999

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 incorporation or organization)   (I.R.S. Employer 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 21, 2000, the aggregate market value of the voting stock held by nonaffiliates of the
registrant, based on a share price of $30.00 per share (such price being the last known price at
which shares were sold on such date) was $72.3 million.

At March 21, 2000, there were outstanding 2,642,094 of the registrant's Common Shares.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of Registrant's 1999 Annual Report to Shareholders (Parts I and II)

Portions of Registrant's Definitive Proxy Statement for the April 12, 2000 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 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 both fixed and 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.

While the Company's chief decision-makers monitor the revenue streams of the various
Company products and services, operations are managed and financial performance is evaluated
on a Company-wide basis.  Accordingly, all of the Company's banking operations are considered
by management to be aggregated in one reportable operating segment.

Employees

At December 31, 1999, the Bank employed 133 employees, 111 of which were employed on a
full-time basis.  The Company has no separate employees not also employed by the Bank.  No
employees are covered by collective bargaining agreements.  Management considers its
employee relations to be good.

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.

On November 12, 1999, President Clinton signed into law the Gramm-Leach-Bliley Act of 1999
that, effective March 11, 2000, permits bank holding companies to become financial holding
companies and thereby affiliate with securities firms and insurance companies and engage in
other activities that are financial in nature.  The Gramm-Leach-Bliley Act may significantly
change the competitive environment in which the Company conducts business.  See "Supervision
and Regulation" for further discussion.

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.  As a bank holding company, the Company is subject to supervision,
regulation and periodic examination by the Federal Reserve Board.  The earnings of the
Company and 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.

Financial Modernization

On November 12, 1999, President Clinton signed into law the Gramm-Leach-Bliley Act which,
effective March 11, 2000, permits bank holding companies to become financial holding
companies and thereby affiliate with securities firms and insurance companies and engage in
other activities that are financial in nature. A bank holding company may become a financial
holding company if each of its subsidiary banks is well capitalized under regulatory prompt
corrective action provisions, is well managed, and has at least a satisfactory rating under the
Community Reinvestment Act (CRA) by filing a declaration that the bank holding company
wishes to become a financial holding company.  No regulatory approval will be required for a
financial holding company to acquire a company, other than a bank or savings association,
engaged in activities that are financial in nature or incidental to activities that are financial in
nature, as determined by the Federal Reserve Board.

The Gramm-Leach-Bliley Act defines "financial in nature" to include securities underwriting,
dealing and market making; sponsoring mutual funds and investment companies; insurance
underwriting and agency; merchant banking activities; and activities that the Board has
determined to be closely related to banking.  Subsidiary banks of a financial holding company
must continue to be well capitalized and well managed in order to continue to engage in activities
that are financial in nature without regulatory actions or restrictions, which could include
divestiture of the financial in nature subsidiary or subsidiaries. In addition, a financial holding
company or a bank may not acquire a company that is engaged in activities that are financial in
nature unless each of the subsidiary banks of the financial holding company or the bank has CRA
rating of satisfactory or better.

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 1999 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 18 of the CSB
Bancorp Inc. 1999 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 19 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, 1999, 1998
and 1997.

|(in thousands of dollars)                        | 1999    | 1998    | 1997   
|------------------------------------------------ | ------- | ------- | -------
|Securities available for sale (at fair value)    |         |         |        
|U.S. Treasury securities                         | $ 4,009 | $10,115 | $16,094
|U.S. Government corporations and agencies        | 23,347  | 14,941  | 10,013 
|Mortgage-related securities                      | 1,000   | ---     | ---    
|Other securities                                 | 2,188   | 2,059   | 1,935  
|                                                 |         |         |        
|                                                 | $30,544 | $27,115 | $28,042
|Securities held to maturity (at amortized cost)  |         |         |        
|U.S. Treasury securities                         | $ 3,105 | $10,125 | $15,122
|U.S. Government corporations and agencies        | 20,499  | 9,501   | 7,540  
|Obligations of states and political subdivisions | 51,239  | 42,627  | 35,723 
|                                                 | $74,843 | $62,253 | $58,385

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, 1999:

(In thousands of dollars)

|                                                 |                   |                          |                          | Maturing         |         |       |        |      
|------------------------------------------------ | ----------------- | ------------------------ | ------------------------ | ---------------- | ------- | ----- | ------ | -----
|                                                 |                   |                          | After One                | After Five       |         |      
|                                                 | One Year

or Less | Year Through

Five Years | Years Through

Ten Years | After

Ten Years
|                                                 | Amount            | Yield                    | Amount                   | Yield            | Amount  | Yield | Amount | Yield
|Available for sale                               |                   |                          |                          |                  |         |       |        |      
|U.S. Treasury                                    | $3,007            | 6.05%                    | $ 1,002                  | 6.17%            |         |       |        |      
|U.S. Government
corporations and
agencies        | 999               | 6.00                     | 22,348                   | 5.67             |         |       |        |      
|Mortgage-related                                 |                   |                          |                          |                  |         |       | $1,000 | 6.40%
|Total                                            | $4,006            | 6.04%                    | 23,350                   | 5.69%            |         |       | $1,000 | 6.40%
|Held to maturity                                 |                   |                          |                          |                  |         |       |        |      
|U.S. Treasury                                    | $3,003            | 6.26%                    |                          |                  |         |       | $102   | 7.70%
|U.S. Government
corporations and
agencies        | 999               | 6.18                     | $19,500                  | 5.73%            |         |       |        |      
|Obligations of states
and political
subdivisions | 1,355             | 6.15                     | 17,898                   | 4.53             | $31,068 | 4.87% | 918    | 5.01 
|Total                                            | $5,357            | 6.22%                    | $37,398                  | 5.16%            | $31,068 | 4.87% | $1,020 | 5.28%

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, 1999.

III.  Loan Portfolio

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

|(In thousands
of dollars)                   | 1999     | 1998     | 1997     | 1996     | 1995    
|------------------------------------------- | -------- | -------- | -------- | -------- | --------
|Commercial                                  | $86,186  | $86,971  | $80,428  | $72,917  | $67,836 
|Commercial
real estate                      | 35,690   | 33,137   | 30,408   | 22,991   | 22,858  
|Residential
real estate                     | 31,511   | 33,685   | 49,752   | 50,874   | 43,995  
|Residential
real estate
loans held for
sale | 20,533   | 23,636   | ---      | ---      | ---     
|Construction                                | 7,447    | 3,155    | 3,508    | 3,249    | 2,477   
|Installment
and credit
card                 | 17,645   | 16,992   | 16,393   | 15,110   | 15,453  
|Total loans                                 | $199,012 | $197,576 | $180,489 | $165,141 | $152,619

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, 1999:

|                          |                  | Maturing               |                  |         
|------------------------- | ---------------- | ---------------------- | ---------------- | --------
|(In thousands of dollars) | One Year or
Less | One Through
Five Years | After Five
Years | Total   
|Commercial                | $38,099          | $14,403                | $33,684          | $86,186 
|Commercial real estate    | 2,667            | 2,765                  | 30,258           | 35,690  
|Construction              | 192              | 250                    | 7,005            | 7,447   
|Total                     | $40,958          | $17,418                | $70,947          | $129,323

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, 1999.

|(In thousands of dollars)                                                          | Fixed Rate | Variable Rate
|---------------------------------------------------------------------------------- | ---------- | -------------
|Total commercial, commercial real estate and
construction loans due after one year | $28,236    | $60,129      

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)                                                                                                                                    | 1999   | 1998   | 1997   | 1996   | 1995  
|------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------ | ------ | ------ | ------ | ------
|(a) Loans accounted for on a

nonaccrual basis                                                                                                               | $  529 | $  567 | $  494 | $  174 | $  228
|(b) Accruing loans which are
contractually past due 90 days or
more as to interest or principal
payments                                                     | 1,008  | 890    | 746    | 573    | 343   
|(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                                                                                                                                                       | $1,537 | $1,457 | $1,240 | $  747 | $  571

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)                                                                  | 1999   | 1998   | 1997  
|------------------------------------------------------------------------------------------ | ------ | ------ | ------
|Balance of impaired loans at December 31                                                   | $2,544 | $1,454 | $1,384
|Less portion for which no allowance for
loan loss is allocated                             | 562    | 142    | ---   
|Portion of impaired loan balance for which
an allowance for loan losses is allocated       | 1,982  | 1,312  | 1,384 
|Portion of allowance for loan losses
allocated to the impaired loan balance at
December 31 | 485    | 412    | 437   

Interest income recognized on impaired loans during the year represented $178,000 while
$211,000 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, 1999, 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, 1999, 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, 1999, 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:

|(In thousands of dollars)                                        | 1999     | 1998     | 1997     | 1996     | 1995   
|---------------------------------------------------------------- | -------- | -------- | -------- | -------- | -------
|LOANS                                                            |          |          |          |          |        
|Average loans outstanding
during period                          | $191,112 | $187,198 | $168,823 | $157,274 | 146,816
|ALLOWANCE FOR LOAN
LOSSES                                        |          |          |          |          |        
|Balance at beginning of
period                                   | 2,888    | 2,349    | 2,121    | 1,830    | 1,558  
|Loans charged off:                                               |          |          |          |          |        
|Commercial                                                       | (417)    | (350)    | (37)     | (11)     | (59)   
|Commercial real estate                                           | (0)      | (37)     | (0)      | (0)      | (113)  
|Residential real estate                                          | (4)      | (76)     | (0)      | (0)      | (0)    
|Installment and credit card                                      | (184)    | (105)    | (187)    | (125)    | (121)  
|Total loans charged off                                          | (605)    | (568)    | (224)    | (136)    | (293)  
|Recoveries of loans
previously charged off:                      |          |          |          |          |        
|Commercial                                                       | 7        | 1        | 2        | 2        | 12     
|Commercial real estate                                           | 0        | 0        | 0        | 0        | 0      
|Residential real estate                                          | 1        | 15       | 9        | 0        | 0      
|Installment                                                      | 28       | 40       | 41       | 25       | 38     
|Total loan recoveries                                            | 36       | 56       | 52       | 27       | 50     
|Net loans charged off                                            | (569)    | (512)    | (172)    | (109)    | (243)  
|Provision charged to
operating expense                           | 1,100    | 1,051    | 400      | 400      | 515    
|Balance at end of period                                         | 3,419    | 2,888    | 2,349    | 2,121    | 1,830  
|Ratio of net charge-offs to
average loans outstanding
for period | .30%     | .27%     | .10%     | .07%     | .17%   

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.

Allocation of the Allowance for Loan Losses

|(In thousands of
dollars)   | Allowance
Amount  | Percentage of
Loans in Each
Category to
Total Loans | Allowance
Amount  | Percentage of
Loans in Each
Category to
Total Loans | Allowance
Amount | Percentage
of Loans in
Each
Category to
Total Loans
|--------------------------- | ----------------- | --------------------------------------------------- | ----------------- | --------------------------------------------------- | ---------------- | ---------------------------------------------------
|                            | December 31, 1999 | December 31, 1998                                   | December 31, 1997
|Commercial                  | $1,114            | 43.31%                                              | $1,181            | 44.02%                                              | $719             | 44.67%                                             
|Commercial real
estate      | 863               | 17.93                                               | 748               | 16.77                                               | 465              | 16.92                                              
|Residential real
estate     | 773               | 26.15                                               | 302               | 29.01                                               | 245              | 27.30                                              
|Construction                | 0                 | 3.74                                                | 0                 | 1.60                                                | 0                | 1.95                                               
|Installment and
credit card | 317               | 8.87                                                | 237               | 8.60                                                | 141              | 9.16                                               
|Unallocated                 | 352               |                                                     | 420               |                                                     | 779              |                                                    
|Total                       | $3,419            | 100.00%                                             | $2,888            | 100.00%                                             | $2,349           | 100.00%                                            

|                            | Allowance
Amount  | Percentage of
Loans in Each
Category to
Total Loans | Allowance
Amount | Percentage of
Loans in Each
Category to
Total Loans
|--------------------------- | ----------------- | --------------------------------------------------- | ---------------- | ---------------------------------------------------
|                            | December 31, 1996 | December 31, 1995                                  
|Commercial                  | $634              | 44.15%                                              | $497             | 44.45%                                             
|Commercial real
estate      | 425               | 13.92                                               | 551              | 14.98                                              
|Residential real
estate     | 109               | 30.81                                               | 148              | 28.83                                              
|Construction                | 0                 | 1.97                                                | 0                | 1.62                                               
|Installment and
credit card | 139               | 9.15                                                | 219              | 10.12                                              
|Unallocated                 | 814               |                                                     | 415              |                                                    
|Total                       | $2,121            | 100.00%                                             | $1,830           | 100.00%                                            

V.  Deposits

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

|                                 |          | Average

Amounts Outstanding

Year ended December 31 |          | Average

Rate Paid

Year ended December 31
|-------------------------------- | -------- | ---------------------------------------------------- | -------- | ------------------------------------------
|                                 | 1999     | 1998                                                 | 1997     | 1999                                      
|(In thousands of
dollars)        |          |                                                      |          |                                           
|Noninterest-bearing demand       | $ 26,303 | $ 23,813                                             | $ 20,920 | N/A                                       
|Interest-bearing
demand deposits | 40,313   | 35,541                                               | 35,148   | 2.01%                                     
|Savings deposits                 | 39,945   | 41,056                                               | 35,559   | 3.10                                      
|Time deposits                    | 162,320  | 146,551                                              | 135,565  | 5.43                                      
|Total deposits                   | $268,881 | $246,961                                             | $227,192 |                                           

D.  The following is a schedule of maturities of time certificates of deposit in amounts of
$100,000 or more as of December 31, 1999:

|(In thousands of dollars)      |        
|------------------------------ | -------
|Three months or less           | $14,172
|Over three through six months  | 9,031  
|Over six through twelve months | 13,838 
|Over twelve months             | 6,284  
|Total                          | $43,325

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

VI.  Return On Equity and Assets

|                                               | 1999  | 1998  | 1997 
|---------------------------------------------- | ----- | ----- | -----
|Return on average assets                       | 1.32% | 1.43% | 1.62%
|Return on average shareholders'
equity         | 13.14 | 14.39 | 17.32
|Dividend payout ratio                          | 43.51 | 37.45 | 29.88
|Average shareholders' equity to
average assets | 10.08 | 9.93  | 9.38 

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, 1999, 1998 and 1997 were less than 30 percent of
shareholders' equity at December 31, 1999, 1998 and 1997.

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:

The Berlin Branch, 4585 S. R. 39, Suite B, Berlin, Ohio 44610 (leased)

The South Clay Branch, 91 S. Clay Street, Millersburg, Ohio 44654 (owned)

The Winesburg Branch, 2225 U.S. 62, Winesburg, Ohio 44590 (owned)

The Clinton Commons Branch, 2101 Glen Drive, Millersburg, Ohio 44654 (leased)

The Walnut Creek Branch, 4980 Old Pump Street, Walnut Creek, Ohio 44687 (owned)

The Charm Office, Corner of S.R. 557 and C.R. 70, Charm, Ohio 44617 (leased)

The Sugarcreek Office, 127 S. Broadway, Sugarcreek, Ohio 44681 (owned)

The Operations Center, 91 North Clay Street, Millersburg, Ohio 44654 (owned)

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 1999.

PART II

ITEM 5 - MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Information contained in the section captioned "Common Stock and Shareholder Information" on
page 27  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 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 "1999 Financial Review" on pages 14 through 26,
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 24 and 25 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 28 through 45, 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 3
through 5 of the Company's proxy statement for the Company's 2000 Annual Meeting of
Shareholders filed with the Securities and Exchange Commission on March 10, 2000 (the "Proxy
Statement") and information contained in the section captioned "SECTION 16(a) BENEFICIAL
OWNERSHIP REPORTING COMPLIANCE" on page 3 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 6 and 7 of the Proxy Statement, the section captioned "EXECUTIVE COMPENSATION"
on page 8 of the Proxy Statement and the section captioned "PERFORMANCE GRAPH" on
page 9 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 page 2 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 10 of
the Proxy Statement is incorporated herein by reference.

PART IV

ITEM 14 - EXHIBITS AND REPORTS ON FORM 8-K

(a)  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 (incorporated by reference to Registrant's 1998 Form 10-K)
|3.2            | 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             | Excerpts of CSB Bancorp, Inc. 1999 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.

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 25,
2000.

|Signatures                                     | Title                                                               
|---------------------------------------------- | --------------------------------------------------------------------
|DOUGLAS D. AKINS*

Douglas D. Akins*           | President and Chief Executive Officer

(Principal Executive Officer)
|A. LEE MILLER*

A. Lee Miller*                 | Senior Vice President and

Chief Financial Officer                  
|PAMELA S. BASINGER*

Pamela S. Basinger*       | Financial Officer and Principal

Accounting Officer                 
|DAVID W. KAUFMAN*

David W. Kaufman*           | Director                                                            
|J. THOMAS LANG*

J. Thomas Lang*               | Director                                                            
|H. RICHARD MAXWELL*

H. Richard Maxwell*       | Director                                                            
|DANIEL J. MILLER*

Daniel J. Miller*           | Director                                                            
|SAMUEL P. RIGGLE, JR.*

Samuel P. Riggle, Jr.* | Director                                                            
|DAVID C. SPRANG*

David C. Sprang*             | Director                                                            
|SAMUEL M. STEIMEL*

Samuel M. Steimel*         | Director                                                            
|F. JOANNE VINCENT*

F. Joanne Vincent*         | Director                                                            

*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
Number | Description of Documents                                                                                                                                    | Sequential
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 (incorporated by
reference to Registrant's 1998 Form 10-K). | N/A            
|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                                                                                                       | 18             
|13             | Excerpts of the CSB Bancorp, Inc. 1999 Annual Report to
Shareholders                                                                                        | 19             
|21             | Subsidiary of CSB Bancorp, Inc.                                                                                                                             | 54             
|23             | Consent of Crowe, Chizek and Company LLP                                                                                                                    | 55             
|24             | Powers of Attorney                                                                                                                                          | 56             
|27             | Financial Data Schedule                                                                                                                                     | N/A            

EXHIBIT 11

STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS

|                                            | Years ended December 31,
|------------------------------------------- | ------------------------
|                                            | 1999                    
|Average basic common
shares outstanding     | 2,651,910               
|Average diluted common
shares outstanding   | 2,652,836               
|Net income                                  | $4,266,286              
|Basic and diluted earnings
per common share | $1.61                   

EXHIBIT 13

EXCERPTS OF CSB BANCORP, INC. 1999 ANNUAL REPORT TO SHAREHOLDERS

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, 1999 and 1998, and the related consolidated statements of income, changes in
shareholders' equity and cash flows for each of three years in the period ended December 31,
1999.  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,
1999 and 1998, and the consolidated results of its operations and cash flows for each of the three
years in the period ended December 31, 1999, in conformity with generally accepted accounting
principles.

/S/ CROWE, CHIZEK AND COMPANY LLP

Crowe, Chizek and Company LLP

Columbus, Ohio

January 14, 2000

CONSOLIDATED BALANCE SHEETS

December 31, 1999 and 1998

|                                                                                                                            | 1999         | 1998        
|--------------------------------------------------------------------------------------------------------------------------- | ------------ | ------------
|ASSETS                                                                                                                      |              |             
|Cash and noninterest-earning deposits with banks                                                                            | $ 10,525,878 | $ 10,440,120
|Interest-earning demand deposits with banks                                                                                 | 257,199      | 315,067     
|Federal funds sold                                                                                                          | 2,484,000    | 14,853,000  
|Total cash and cash equivalents                                                                                             | 13,267,077   | 25,608,187  
|Securities available for sale, at fair value                                                                                | 30,544,038   | 27,115,456  
|Securities held to maturity (Fair values of $73,631,014 in
1999 and $63,981,883 in 1998)                                    | 74,843,191   | 62,252,682  
|Total loans                                                                                                                 | 198,280,304  | 196,711,716 
|Less allowance for loan losses                                                                                              | (3,418,797)  | (2,887,721) 
|Loans, net                                                                                                                  | 194,861,507  | 193,823,995 
|Premises and equipment, net                                                                                                 | 8,941,975    | 5,372,876   
|Accrued interest receivable and other assets                                                                                | 4,088,680    | 3,328,722   
|Total assets                                                                                                                | $326,546,468 | $317,501,918
|LIABILITIES                                                                                                                 |              |             
|Deposits                                                                                                                    |              |             
|Noninterest-bearing                                                                                                         | $29,047,575  | $27,359,102 
|Interest bearing                                                                                                            | 240,891,867  | 238,387,456 
|Total deposits                                                                                                              | 269,939,442  | 265,746,558 
|Securities sold under repurchase agreements                                                                                 | 12,835,554   | 9,770,519   
|Federal Home Loan Bank borrowings                                                                                           | 9,709,831    | 10,111,119  
|Accrued interest payable and other liabilities                                                                              | 859,963      | 1,013,623   
|Total liabilities                                                                                                           | 293,344,790  | 286,641,819 
|SHAREHOLDERS' EQUITY                                                                                                        |              |             
|Common stock, $6.25 par value:  9,000,000 shares
authorized; 1999 - 2,667,791 shares issued; 1998 -
2,654,441 shares issued | 16,673,693   | 16,590,255  
|Additional paid-in capital                                                                                                  | 6,387,800    | 5,963,191   
|Retained earnings                                                                                                           | 10,702,853   | 8,292,636   
|Treasury stock at cost:  1999 - 8,807 shares; 1998 - 6,400
shares                                                           | (173,802)    | (56,000)    
|Accumulated other comprehensive income                                                                                      | (388,866)    | 70,017      
|Total shareholders' equity                                                                                                  | 33,201,678   | 30,860,099  
|Total liabilities and shareholders' equity                                                                                  | $326,546,468 | $317,501,918

CONSOLIDATED STATEMENTS OF INCOME

Years ended December 31, 1999, 1998 and 1997

|                                                    | 1999        | 1998        | 1997      
|--------------------------------------------------- | ----------- | ----------- | ----------
|Interest income                                     |             |             |           
|Loans, including fees                               | $17,714,902 | $18,087,424 | 16,798,385
|Taxable securities                                  | 3,078,731   | 2,744,169   | 3,119,155 
|Nontaxable securities                               | 2,308,239   | 1,923,459   | 1,456,779 
|Other                                               | 605,154     | 648,931     | 737,669   
|Total interest income                               | 23,707,026  | 23,403,983  | 22,111,988
|Interest expense                                    |             |             |           
|Deposits                                            | 10,869,276  | 10,603,600  | 9,828,445 
|Other                                               | 812,866     | 959,335     | 984,142   
|Total income expense                                | 11,682,142  | 11,562,935  | 10,812,587
|Net interest income                                 | 12,024,884  | 11,841,048  | 11,299,401
|Provision for loan losses                           | 1,100,055   | 1,050,979   | 400,063   
|Net interest income after provision for loan
losses | 10,924,829  | 10,790,069  | 10,899,338
|Other income                                        |             |             |           
|Service charges on deposit accounts                 | 772,133     | 716,992     | 685,369   
|Merchant fees                                       | 241,538     | 165,144     | 117,990   
|Trust services                                      | 302,586     | 211,878     | 108,735   
|Other income                                        | 432,838     | 351,969     | 314,897   
|Gain on sale of loans                               | 308,424     | 14,378      | 220,200   
|Security gains                                      | 6,369       | 64          | 46        
|Gain on sale of other real estate owned             |             | 155,134     |           
|Total other income                                  | 2,063,888   | 1,615,559   | 1,447,237 
|Other expenses                                      |             |             |           
|Salaries and employee benefits                      | 3,911,510   | 3,438,817   | 3,203,405 
|Occupancy expense                                   | 423,609     | 324,900     | 314,932   
|Equipment expense                                   | 397,319     | 484,672     | 462,890   
|Office supplies                                     | 200,316     | 187,136     | 176,785   
|State franchise tax                                 | 353,523     | 382,359     | 343,239   
|Other expenses                                      | 2,287,214   | 2,026,315   | 1,813,723 
|Total other expenses                                | 7,573,491   | 6,844,199   | 6,314,974 
|Income before income taxes                          | 5,415,226   | 5,561,429   | 6,031,601 
|Provision for income taxes                          | 1,148,940   | 1,330,785   | 1,624,401 
|Net income                                          | $4,266,286  | $4,230,644  | $4,407,200
|Basic and diluted earnings per common
share         | $1.61       | $1.60       | $1.69     

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

Years ended December 31, 1999, 1998 and 1997

|                                          | Common
Stock | Additional Paid-in
Capital | Retained
Earnings | Treasury
Stock | Accumulated
Other
Comprehensive
Income | Total
Shareholders'
Equity
|----------------------------------------- | ------------ | -------------------------- | ----------------- | -------------- | -------------------------------------- | --------------------------
|Balance, January 1, 1997                  | $ 8,114,826  | $4,520,502                 | $10,818,500       | $(56,000)      | $ 28,652                               | $23,426,480               
|Comprehensive income                      |              |                            |                   |                |                                        |                           
|Net income                                |              |                            | 4,407,200         |                |                                        | 4,407,200                 
|Other comprehensive income,
net of tax    |              |                            |                   |                | 41,830                                 | 41,830                    
|Total comprehensive income                |              |                            |                   |                |                                        | 4,449,030                 
|Common stock issued:                      |              |                            |                   |                |                                        |                           
|Under dividend reinvestment
program       | 48,711       | 328,701                    |                   |                |                                        | 377,412                   
|Under 401(k) plan                         | 52,654       | 286,696                    |                   |                |                                        | 339,350                   
|Cash dividends declared ($.505
per share) |              |                            | (1,317,792)       |                |                                        | (1,317,792)               
|Balance, December 31, 1997                | 8,216,191    | 5,135,899                  | 13,907,908        | (56,000)       | 70,482                                 | 27,274,480                
|Comprehensive income                      |              |                            |                   |                |                                        |                           
|Net income                                |              |                            | 4,230,644         |                |                                        | 4,230,644                 
|Other comprehensive income,
net of tax    |              |                            |                   |                | (465)                                  | (465)                     
|Total comprehensive income                |              |                            |                   |                |                                        | 4,230,179                 
|Common stock issued:                      |              |                            |                   |                |                                        |                           
|Under dividend reinvestment
program       | 56,153       | 414,238                    |                   |                |                                        | 470,391                   
|Under 401(k) plan                         | 56,433       | 413,054                    |                   |                |                                        | 469,487                   
|Cash dividends declared ($.60
per share)  |              |                            | (1,584,438)       |                |                                        | (1,584,438)               
|Stock split (100% stock
dividend)         | 8,261,478    |                            | (8,261,478)       |                |                                        |                           
|Balance, December 31, 1998                | 16,590,255   | 5,963,191                  | 8,292,636         | (56,000)       | 70,017                                 | 30,860,099                
|Comprehensive income                      |              |                            |                   |                |                                        |                           
|Net income                                |              |                            | 4,266,286         |                |                                        | 4,266,286                 
|Other comprehensive income,
net of tax    |              |                            |                   |                | (458,883)                              | (458,883)                 
|Total comprehensive income                |              |                            |                   |                |                                        | 3,807,403                 
|Common stock issued:                      |              |                            |                   |                |                                        |                           
|Under dividend reinvestment
program       | 69,199       | 328,607                    |                   |                |                                        | 397,806                   
|Under 401(k) plan                         | 14,239       | 96,002                     |                   |                |                                        | 110,241                   
|Cash dividends declared ($.70
per share)  |              |                            | (1,856,069)       |                |                                        | (1,856,069)               
|Purchase of 2,407 treasury
shares         |              |                            |                   | (117,802)      |                                        | (117,802)                 
|Balance, December 31, 1999                | $16,673,693  | $6,387,800                 | $10,702,853       | $(173,802)     | $(388,866)                             | $33,201,678               
|                                          |              |                            |                   |                |                                        |                           

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years ended December 31, 1999, 1998 and 1997

|                                                                          | 1999         | 1998         | 1997        
|------------------------------------------------------------------------- | ------------ | ------------ | ------------
|Cash flows from operating activities                                      |              |              |             
|Net income                                                                | $ 4,266,286  | $ 4,230,644  | $ 4,407,200 
|Adjustments to reconcile net income to net
cash from operating activities |              |              |             
|Security amortization and accretion                                       | 88,697       | (50,335)     | (40,711)    
|Depreciation                                                              | 360,121      | 398,058      | 385,148     
|Gain on sale of other real estate owned                                   |              | (155,134)    |             
|Gain on sale of loans                                                     | (308,424)    | (14,378)     | (220,200)   
|Loan sale proceeds                                                        | 13,501,374   | 1,514,878    |             
|Originations of loans held for sale                                       | (10,195,992) | (7,140,639)  |             
|Investment security gains                                                 | (6,369)      | (64)         | (46)        
|FHLB stock dividends                                                      | (129,600)    | (123,900)    | (113,300)   
|Provision for loan losses                                                 | 1,100,055    | 1,050,979    | 400,063     
|Deferred income taxes                                                     | 53,573       | (136,000)    | 1,763       
|Changes in                                                                |              |              |             
|Net deferred loan fees                                                    | 132,606      | (51,812)     | 85,415      
|Accrued interest receivable                                               | (112,113)    | 413,825      | (942,064)   
|Accrued interest payable                                                  | (7,820)      | 23,691       | 33,255      
|Other assets and liabilities                                              | (436,153)    | (33,351)     | 81,924      
|Net cash from operating activities                                        | 8,306,241    | (73,538)     | 4,078,447   
|Cash flows from investing activities                                      |              |              |             
|Net change in time deposits with financial
institutions                   |              | 3,000,000    |             
|Securities available for sale                                             |              |              |             
|Proceeds from maturities and repayments                                   | 11,013,639   | 12,056,364   | 11,000,000  
|Purchases                                                                 | (16,024,022) | (10,952,355) | (23,952,022)
|Securities held to maturity                                               |              |              |             
|Proceeds from maturities and repayments                                   | 9,932,898    | 10,026,163   | 12,161,211  
|Purchases                                                                 | (21,589,616) | (13,896,868) | (33,035,725)
|Loan sale proceeds                                                        |              |              | 10,766,167  
|Loan originations, net of payments                                        | (5,586,843)  | (11,855,820) | (25,338,195)
|Property and equipment expenditures                                       | (3,784,214)  | (2,169,680)  | (1,423,186) 
|Proceeds from sale of other real estate                                   |              | 336,134      |             
|Net cash from investing activities                                        | (26,038,158) | (13,456,062) | (49,821,750)
|Cash flows from financing activities                                      |              |              |             
|Net increase in deposits                                                  | 4,192,884    | 24,543,289   | 27,863,685  
|Net increase in securities sold under
repurchase agreements               | 3,065,035    | 2,479,760    | 2,552,586   
|Advances on FHLB borrowings                                               | 1,000,000    |              | 1,289,309   
|Principal reductions on FHLB borrowings                                   | (1,401,288)  | (1,575,744)  | (1,343,961) 
|Shares issued for 401(k) plan                                             | 110,241      | 469,487      | 339,350     
|Purchase of treasury shares                                               | (117,802)    |              |             
|Cash dividends paid                                                       | (1,458,263)  | (1,114,047)  | (940,380)   
|Net cash from financing activities                                        | 5,390,807    | 24,802,745   | 29,760,589  
|Net change in cash and cash equivalents                                   | (12,341,110) | 11,273,145   | (15,982,714)
|Cash and cash equivalents at beginning of
year                            | 25,608,187   | 14,335,042   | 30,317,756  
|Cash and cash equivalents at end of year                                  | $13,267,077  | $25,608,187  | $14,335,042 
|Cash paid during the year for:                                            |              |              |             
|Interest                                                                  | $11,689,962  | $11,539,244  | $10,779,000 
|Income taxes                                                              | 1,363,000    | 1,385,000    | 1,751,000   

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations and Principles of Consolidation:  The consolidated financial statements
include CSB Bancorp, Inc. and its wholly-owned subsidiary, The Commercial and Savings Bank,
together referred to as "the Company."  Intercompany transactions and balances are eliminated in
consolidation.

The Company provides financial services through its main office and eight branches located in
Millersburg, Ohio, and nearby communities.  These communities are the source of substantially
all deposit, loan and trust activities.  The majority of the Company's income is derived from
commercial and retail lending activities and investments in securities.  Its primary deposit
products are checking, savings, and term certificate accounts, and its primary lending products
are residential mortgage, commercial, and installment loans.  Substantially all loans are secured
by specific items of collateral including business assets, consumer assets and real estate.
Commercial loans are expected to be repaid from cash flow from operations of businesses.  Real
estate loans are secured by both residential and commercial real estate.

Business Segments: While the Company's chief decision-makers monitor the revenue streams of
the various Company products and services, operations are managed and financial performance is
evaluated on a Company-wide basis.  Accordingly, all of the Company's banking operations are
considered by management to be aggregated in one reportable operating segment.

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, fair value of financial
instruments and determination and carrying value of impaired loans are particularly subject to
change.

Cash Flows:  Cash and cash equivalents include cash, deposits with other financial institutions
under 90 days, and federal funds sold.  Net cash flows are reported for loan and deposit
transactions.  In 1998, the Corporation transferred $17,996,000 of loans from the residential real
estate portfolio to the residential real estate loans held for sale portfolio.

Cash Reserve Requirements: The Company is required by the Federal Reserve to maintain
reserves consisting of cash on hand and noninterest-earning balances on deposit with the Federal
Reserve Bank.  The required reserve balance at December 31, 1999 and 1998 was $3,346,000
and $2,663,000.

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.  Trading securities are carried at fair value, with changes in unrealized holding
gains and losses included in income.  Other securities such as Federal Home Loan Bank stock are
carried at cost.

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Interest income includes amortization of purchase premium or discount.  Gains and losses on
sales are based on the amortized cost of the security sold.  Securities are written down to fair
value when a decline in fair value is not temporary.

Loans:  Loans are reported at the principal balance outstanding, net of unearned interest, deferred
loan fees and costs, and an allowance for loan losses.  Loans held for sale are reported at the
lower of cost or market, on an aggregate basis.

Interest income is reported on the interest method and includes amortization of net deferred loan
fees and costs over the loan term.  Interest income is not reported when full loan repayment is in
doubt, typically when the loan is impaired or 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 for probable
credit losses, increased by the provision for loan losses and decreased by charge-offs less
recoveries.  Management estimates the allowance balance required using past loan loss
experience, known and inherent risks in the nature and volume of 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.

A loan is impaired when full payment under the loan terms is not expected.  Impairment is
evaluated in total for smaller-balance loans of similar nature such as residential mortgage,
consumer, and credit card loans, and on an individual loan basis for other loans.  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 rate or at the fair value of collateral
if repayment is expected solely from the collateral.

Premises and Equipment:  Premises and equipment are stated at cost less accumulated
depreciation.  Depreciation is computed over the asset's useful lives on a straight-line basis.

Servicing Rights:  Servicing rights are recognized as assets for purchased rights and for the
allocated value of retained servicing rights 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 were not material during any
period presented.

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 $69,000 and
$0 at December 31, 1999 and 1998.

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Long-Term Assets:  These assets are reviewed for impairment when events indicate their
carrying amount may not be recoverable from future undiscounted cash flows.  If impaired, the
assets are recorded at discounted amounts.

Repurchase Agreements:  Substantially all repurchase agreement liabilities represent amounts
advanced by various customers.  Securities are pledged to cover these liabilities, which are not
covered by federal deposit insurance.

Stock Compensation:  Employee compensation expense under stock option plans is reported if
options are granted below market price at grant date.  Pro forma disclosures of net income and
earnings per share are shown to measure expense for options granted after 1994, using an option-pricing model to estimate fair value.

Income Taxes:  Income tax expense is the total of the current-year income tax due or refundable
and the change in deferred tax assets and liabilities.  Deferred tax assets and liabilities are the
expected future tax amounts for the temporary differences between carrying amounts and tax
basis of assets and liabilities, computed using enacted tax rates.  A valuation allowance, if
needed, reduces deferred tax assets to the amount expected to be realized.

Financial Instruments:  Financial instruments include credit instruments, such as commitments to
make loans and standby letters of credit, issued to meet customer-financing needs.  The face
amount for these items represents the exposure to loss, before considering customer collateral or
ability to repay.

Stock Split:  On April 30, 1998, a 2-for-1 stock split was distributed to shareholders in the form
of a 100% stock dividend.  All per share data was restated to reflect the stock split.

Earnings Per Common Share:  Basic earnings per common share is net income divided by the
weighted average number of common shares outstanding during the period.  Diluted earnings per
common share include the dilutive effect of additional potential common shares issuable under
stock options.  Earnings and dividends per share are restated for all stock splits and dividends
through the date of issue of the financial statements.

The weighted average number of common shares outstanding for basic and diluted earnings per
share computations were as follows:

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

|                                                     | 1999      | 1998      | 1997     
|---------------------------------------------------- | --------- | --------- | ---------
|Weighted average common shares
outstanding (basic)   | 2,651,910 | 2,637,012 | 2,604,914
|Dilutive effect of assumed exercise
of stock options | 926       | 944       | 938      
|Weighted average common shares
outstanding (diluted) | 2,652,836 | 2,637,956 | 2,605,852

Comprehensive Income:  Comprehensive income consists of net income and other
comprehensive income.  Other comprehensive income includes unrealized gains and losses on
securities available for sale, which are also recognized as separate components of equity.

New Accounting Pronouncements:  Beginning January 1, 2001, a new accounting standard will
require all derivatives to be recorded at fair value.  Unless designated as hedges, changes in these
fair values will be recorded in the income statement.  Fair value changes involving hedges will
generally be recorded by offsetting gains and losses on the hedge and on the hedged item, even if
the fair value of the hedged item is not otherwise recorded.  This is not expected to have a
material effect since the Company currently has no derivative holdings.

Loss Contingencies:  Loss contingencies, including claims and legal actions arising in the
ordinary course of business, are recorded as liabilities when the likelihood of loss is probable and
an amount or range of loss can be reasonably estimated.  Management does not believe there are
such matters that will have a material effect on the financial statements.

Dividend Restriction:  Banking regulations require maintaining certain capital levels and may
limit the dividends paid by the bank to the holding company.

Fair Value of Financial Instruments:  Fair values of financial instruments are estimated using
relevant market information and other assumptions, as more fully disclosed in a separate note.
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.

Financial Statement Presentation:  Certain items in the prior year's financial statements have been
reclassified to correspond with the current year's presentation.

NOTE 2 - SECURITIES

Year-end securities are as follows:

|                                                         | Amortized
Cost | Gross
Unrealized
Gains | Gross
Unrealized
Losses | Fair Value 
|-------------------------------------------------------- | -------------- | ---------------------- | ----------------------- | -----------
|1999                                                     |                |                        |                         |            
|Available for sale                                       |                |                        |                         |            
|U.S. Treasury securities                                 | $4,005,693     | $3,420                 | $           (90)        | $4,009,023 
|Obligations of U.S. government
corporations and agencies | 23,939,139     | 1,112                  | (593,482)               | 23,346,769 
|Mortgage-related securities                              | 1,000,000      |                        | (154)                   | 999,846    
|Total debt securities                                    | 28,944,832     | 4,532                  | (593,726)               | 28,355,638 
|Other securities                                         | 2,188,400      |                        |                         | 2,188,400  
|Total securities available for sale                      | $31,133,232    | $4,532                 | $(593,726)              | $30,544,038
|Held to maturity                                         |                |                        |                         |            
|U.S. Treasury securities                                 | $3,104,636     | $15,309                |                         | $3,119,945 
|Obligations of U.S. government
corporations and agencies | 20,499,017     |                        | $(569,065)              | 19,929,952 
|Obligations of states and
political subdivisions         | 51,239,538     | 228,859                | (887,280)               | 50,581,117 
|Total securities held to maturity                        | $74,843,191    | $244,168               | $(1,456,345)            | $73,631,014
|1998                                                     |                |                        |                         |            
|Available for sale                                       |                |                        |                         |            
|U.S. Treasury securities                                 | $10,018,642    | $96,670                |                         | $10,115,312
|Obligations of U.S. government
corporations and agencies | 14,931,926     | 56,205                 | (46,787)                | 14,941,344 
|Total debt securities                                    | 24,950,568     | 152,875                | (46,787)                | 25,056,656 
|Other securities                                         | 2,058,800      |                        |                         | 2,058,800  
|Total securities available for sale                      | $27,009,368    | $152,875               | $(46,787)               | $27,115,456
|Held to maturity                                         |                |                        |                         |            
|U.S. Treasury securities                                 | $10,124,422    | $121,297               |                         | $10,245,719
|Obligations of U.S. government
corporations and agencies | 9,501,449      | 21,675                 | $(35,929)               | 9,487,195  
|Obligations of states and
political subdivisions         | 42,626,811     | 1,667,490              | (45,332)                | 44,248,969 
|Total securities held to maturity                        | $62,252,682    | $1,810,462             | $(81,261)               | $63,981,883

The amortized cost and fair value of debt securities at year-end 1999, by contractual maturity, are
shown below.

|                                         | Amortized Cost | Fair Value 
|---------------------------------------- | -------------- | -----------
|Available for sale                       |                |            
|Due in one year or less                  | $4,004,172     | $4,005,895 
|Due after one through five years         | 23,940,660     | 23,349,897 
|Mortgage-related securities              | 1,000,000      | 999,846    
|Total debt securities available for sale | $28,944,832    | $28,355,638
|Held to maturity                         |                |            
|Due in one year or less                  | $5,357,229     | $5,378,004 
|Due after one year through five years    | 37,397,599     | 36,658,432 
|Due after five years through ten years   | 31,068,036     | 30,583,241 
|Due after ten years                      | 1,020,327      | 1,011,337  
|Total debt securities held to maturity   | $74,843,191    | $73,631,014

No securities were sold during any period presented.  Securities called or settled by the issuer
resulted in gains of $6,369, $64, and $46 in 1999, 1998 and 1997.

Securities with a carrying value of approximately $58,704,000 and $52,830,000 were pledged as
of December 31, 1999 and 1998, 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.

|                                            | 1999         | 1998        
|------------------------------------------- | ------------ | ------------
|Commercial                                  | $ 86,185,570 | $ 86,971,202
|Commercial real estate                      | 35,690,254   | 33,136,841  
|Residential real estate                     | 31,511,348   | 33,684,743  
|Residential real estate loans held for sale | 20,533,301   | 23,636,259  
|Installment and credit card                 | 17,644,690   | 16,992,208  
|Construction                                | 7,446,805    | 3,154,733   
|Subtotal                                    | 199,011,968  | 197,575,986 
|Less:  Allowance for loan losses            | (3,418,797)  | (2,887,721) 
|Net deferred loan fees                      | (731,664)    | (864,270)   
|Loans, net                                  | $194,861,507 | $193,823,995

Activity in the allowance for loan losses for the year was as follows.

|                          | 1999       | 1998       | 1997      
|------------------------- | ---------- | ---------- | ----------
|Beginning balance         | $2,887,721 | $2,349,039 | $2,120,845
|Provision for loan losses | 1,100,055  | 1,050,979  | 400,063   
|Loans charged off         | (605,149)  | (568,597)  | (223,945) 
|Recoveries                | 36,170     | 56,300     | 52,076    
|Ending balance            | $3,418,797 | $2,887,721 | $2,349,039

Impaired loans were as follows.

|                                                           | 1999      | 1998     
|---------------------------------------------------------- | --------- | ---------
|Year-end loans with no allowance for loan losses allocated | $562,088  | $141,509 
|Year-end loans with allowance for loan losses allocated    | 1,982,472 | 1,453,837
|Amount of the allowance allocated                          | 484,853   | 412,284  
|Average of impaired loans during the year                  | 2,857,586 | 1,608,251
|Interest income recognized during impairment               | 177,864   | 92,014   
|Cash-basis interest income recognized                      | 168,045   | 71,888   

Nonperforming loans, including certain impaired loans and smaller-balance homogenous loans
such as residential mortgage and consumer loans that are collectively evaluated for impairment,
were as follows at year-end.

|                                                    | 1999       | 1998    
|--------------------------------------------------- | ---------- | --------
|Loans past due over 90 days still accruing interest | $1,008,000 | $890,000
|Nonaccrual loans                                    | 529,000    | 567,000 

Loans serviced for others totaled $23,512,000 at year-end 1999 and $15,089,000 at year-end
1998.

NOTE 4 - PREMISES AND EQUIPMENT

Year-end premises and equipment are as follows.

|                              | 1999        | 1998       
|----------------------------- | ----------- | -----------
|Land and improvements         | $1,135,883  | $   990,877
|Buildings and improvements    | 8,218,472   | 3,477,490  
|Furniture and equipment       | 3,673,452   | 3,000,397  
|Leasehold improvements        | 79,978      | 79,978     
|Facilities under construction |             | 1,629,823  
|Total                         | 13,107,785  | 9,178,565  
|Accumulated depreciation      | (4,165,810) | (3,805,689)
|Premises and equipment, net   | $8,941,975  | $5,372,876 

The Bank leases certain office locations.  Total rental expense under these leases was $81,945 in
1999, $94,154 in 1998, and $90,674 in 1997.  Future minimum-lease payments are not material.

NOTE 5 - INTEREST-BEARING DEPOSITS

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

|                               | 1999         | 1998        
|------------------------------ | ------------ | ------------
|Demand                         | $ 43,055,596 | $ 40,653,899
|Statement and passbook savings | 37,507,777   | 42,808,891  
|Certificates of deposit:       |              |             
|In excess of $100,000          | 43,325,094   | 36,935,960  
|Other                          | 117,003,400  | 117,988,706 
|Total                          | $240,891,867 | $238,387,456

At year-end 1999, stated maturities of time deposits were as follows.

|2000  | $125,771,068
|----- | ------------
|2001  | 22,225,070  
|2002  | 6,390,299   
|2003  | 5,199,499   
|2004  | 742,558     
|Total | $160,328,494

NOTE 6 - 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 1999 and 1998, with 10-, 15- or 20-year maturities.  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.

|2000       | $1,248,327
|---------- | ----------
|2001       | 2,107,807 
|2002       | 981,957   
|2003       | 869,268   
|2004       | 435,130   
|Thereafter | 4,067,342 
|           | $9,709,831

At December 31, 1999, the FHLB borrowings are collateralized by the Company's FHLB stock
owned and $14,565,000 of qualifying mortgage loans.  Based upon the amount of FHLB stock
owned, the Bank has the ability to obtain up to $38 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.

|                                          | 1999        | 1998       
|----------------------------------------- | ----------- | -----------
|Average balance during the year           | $ 9,932,976 | $ 7,787,240
|Average interest rate during the year     | 3.10%       | 3.54%      
|Maximum month-end balance during the year | $13,874,000 | $10,137,000

NOTE 7 - INCOME TAXES

The provision for income taxes was as follows.

|                           | 1999       | 1998       | 1997      
|-------------------------- | ---------- | ---------- | ----------
|Current                    | $1,095,367 | $1,466,785 | $1,622,638
|Deferred                   | 53,573     | (136,000)  | 1,763     
|Total income tax provision | $1,148,940 | $1,330,785 | $1,624,401

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:

|                                                        | 1999       | 1998       | 1997      
|------------------------------------------------------- | ---------- | ---------- | ----------
|Income taxes computed at the
statutory federal tax rate | $1,841,177 | $1,890,886 | $2,050,744
|Add (subtract) tax effect of tax
exempt interest income | (790,141)  | (659,445)  | (494,561) 
|Nondeductible interest expense                          | 113,760    | 99,699     | 72,695    
|Other                                                   | (15,856)   | (354)      | (4,477)   
|Total income tax provision                              | $1,148,940 | $1,330,786 | $1,624,401

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.

|                                                 | 1999       | 1998      | 1997     
|------------------------------------------------ | ---------- | --------- | ---------
|Allowance for loan losses                        | $1,009,669 | $829,103  | $645,951 
|Deferred loan fees                               | 1,517      | 19,678    | 72,246   
|Unrealized loss on securities available for sale | 200,324    |           |          
|Other                                            | 33,866     | 131,380   | 124,614  
|Deferred tax asset                               | 1,245,376  | 980,161   | 842,811  
|Accretion                                        | (15,679)   | (38,505)  | (51,294) 
|Depreciation                                     | (86,160)   | (14,438)  | (36,171) 
|FHLB stock dividend                              | (159,154)  | (114,308) | (71,808) 
|Unrealized gain on securities available for sale |            | (36,070)  | (36,309) 
|Other                                            | (39,015)   | (14,293)  | (20,921) 
|Deferred tax liability                           | (300,008)  | (217,614) | (216,503)
|Net deferred tax asset                           | $945,368   | $762,547  | $626,308 

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

NOTE 8 - 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 1999, 1998 and 1997 was $93,000, $116,000 and $113,000.

Stock Option Plan:  On January 1, 1997, the Board of Directors granted options to purchase
1,800 shares of common stock at an exercise price of $9.05 to an officer of the Company.  One-third of the options awarded becomes exercisable on each of the first three anniversaries of the
date of grant.  Therefore, 1,200 of the options were exercisable on December 31, 1999 with the
remaining 600 becoming exercisable on January 1, 2000.  Expense recorded for the options is not
material.  The options outstanding have a remaining contractual life of seven years.  The options
granted had an estimated value of $12 per share.  Had compensation cost for stock options been
recorded, net income would have decreased approximately $4,000 in 1997, 1998 and 1999, with
no impact on earnings per share.

NOTE 9 - COMMITMENTS, OFF-BALANCE-SHEET RISK, AND CONTINGENCIES

Some financial instruments, such as loan commitments, credit lines, letters of credit, and
overdraft protection, are issued to meet customer-financing needs.  These are agreements to
provide credit or to support the credit of others, as long as conditions established in the contract
are met, and usually have expiration dates.  Commitments may expire without being used.  Off-balance-sheet risk to credit loss exists up to the face amount of these instruments, although
material losses are not anticipated.  The same credit policies are used to make such commitments
as are used for loans, including obtaining collateral at exercise of the commitment.

Financial instruments with off-balance sheet risk were as follows at year-end.

|                                             | 1999       | 1998         
|-------------------------------------------- | ---------- | -------------
|                                             | Fixed Rate | Variable Rate
|Commitments to make
loans (at market rates)  | $  342,570 | $ 3,546,000  
|Unused lines of credit and
letters of credit | 2,433,226  | 40,671,438   

Commitments to make loans are generally made for periods of 60 days or less.  The fixed-rate
loan commitment has an interest rate of 9.75% at year-end 1999.

NOTE 10 - 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, for 1999.

|Balance at January 1, 1999   | $2,683,609 
|---------------------------- | -----------
|New loans and advances       | 1,616,000  
|Repayments                   | (1,974,980)
|Other changes                | (61,614)   
|Balance at December 31, 1999 | $2,263,015 

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

Deposits from executive officers, directors and their related business interests at year-end 1999
and 1998 were $2,837,837 and $4,079,973.

NOTE 11 - 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:

|                                         | Actual  | Minimum Required for Capital
Adequacy Purposes | Minimum Required To Be Well
Capitalized Under Prompt
Corrective Action Regulations
|---------------------------------------- | ------- | ---------------------------------------------- | ----------------------------------------------------------------------------------
|                                         | Amount  | Ratio                                          | Amount                                                                            
|1999                                     |         |                                                |                                                                                   
|Total capital (to risk-weighted
assets)  |         |                                                |                                                                                   
|Consolidated                             | $36,257 | 16.99%                                         | $17,076                                                                           
|Bank                                     | 33,322  | 15.69                                          | 16,988                                                                            
|Tier 1 capital (to risk-weighted
assets) |         |                                                |                                                                                   
|Consolidated                             | 33,580  | 15.73                                          | 8,538                                                                             
|Bank                                     | 30,658  | 14.44                                          | 8,494                                                                             
|Tier 1 capital (to average assets)       |         |                                                |                                                                                   
|Consolidated                             | 33,580  | 10.30                                          | 13,041                                                                            
|Bank                                     | 30,658  | 9.42                                           | 13,017                                                                            
|1998                                     |         |                                                |                                                                                   
|Total capital (to risk-weighted
assets)  |         |                                                |                                                                                   
|Consolidated                             | $33,218 | 17.12%                                         | $15,526                                                                           
|Bank                                     | 30,669  | 15.83                                          | 15,504                                                                            
|Tier 1 capital (to risk-weighted
assets) |         |                                                |                                                                                   
|Consolidated                             | 30,786  | 15.86                                          | 7,763                                                                             
|                                         | Amount  | Ratio                                          | Amount                                                                            
|Bank                                     | 28,237  | 14.57                                          | 7,751                                                                             
|Tier 1 capital (to average assets)       |         |                                                |                                                                                   
|Consolidated                             | 30,786  | 9.88                                           | 12,465                                                                            
|Bank                                     | 28,237  | 9.08                                           | 12,443                                                                            
|                                         |         |                                                |                                                                                   

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.  Also, 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 approximate $7.8 million at December 31, 1999.

NOTE 12 - PARENT COMPANY ONLY CONDENSED FINANCIAL INFORMATION

Following are condensed parent company financial statements.

Year-end Condensed Balance Sheets

|                               | 1999        | 1998       
|------------------------------ | ----------- | -----------
|Assets:                        |             |            
|Cash deposited with subsidiary | $2,335,796  | $1,984,849 
|Investment in subsidiary       | 30,279,728  | 28,311,026 
|Securities held to maturity    | 498,181     | 497,993    
|Other assets                   | 87,973      | 66,231     
|Total assets                   | $33,201,678 | $30,860,099
|Equity                         | $33,201,678 | $30,860,099

Condensed Statements of Income

|                                                                       | 1999       | 1998       | 1997      
|---------------------------------------------------------------------- | ---------- | ---------- | ----------
|Interest on securities                                                 | $   24,837 | $   24,837 | $   20,356
|Dividends from subsidiary                                              | 1,856,069  | 1,584,231  | 1,817,792 
|Other income                                                           |            |            | 6,010     
|Total income                                                           | 1,880,906  | 1,609,068  | 1,844,158 
|Operating expenses                                                     | 63,948     | 92,536     | 80,043    
|Income before taxes and equity in
undistributed earnings of
subsidiary | 1,816,958  | 1,516,532  | 1,764,115 
|Income tax benefit                                                     | 21,742     |            | 13,568    
|Equity in undistributed earnings of
subsidiary                         | 2,427,586  | 2,714,112  | 2,629,517 
|Net income                                                             | $4,266,286 | $4,230,644 | $4,407,200

Condensed Statements of Cash Flows

|                                                                   | 1999        | 1998        | 1997       
|------------------------------------------------------------------ | ----------- | ----------- | -----------
|Cash flows from operating activities                               |             |             |            
|Net income                                                         | $4,266,286  | $4,230,644  | $4,407,200 
|Adjustments to reconcile net income to cash
provided by operations |             |             |            
|Security accretion                                                 | (187)       | (187)       |            
|Equity in undistributed income of
subsidiary                       | (2,427,586) | (2,714,112) | (2,629,517)
|Change in other assets                                             | (21,742)    |             | (1,134)    
|Net cash from operating activities                                 | 1,816,771   | 1,516,345   | 1,776,549  
|Cash flows from investing activities                               |             |             |            
|Purchases of securities held to maturity                           |             |             | (497,806)  
|Property expenditures                                              |             | (10,177)    | (54,000)   
|Net cash from investing activities                                 |             | (10,177)    | (551,806)  
|Cash flows from financing activities                               |             |             |            
|Shares issued for 401(k) plan                                      | 110,241     | 469,487     | 339,350    
|Purchase of treasury shares                                        | (117,802)   |             |            
|Cash dividends paid                                                | (1,458,263) | (1,114,047) | (940,380)  
|Net cash from financing activities                                 | (1,465,824) | (644,560)   | (601,030)  
|Net change in cash                                                 | 350,947     | 861,608     | 623,713    
|Cash at beginning of year                                          | 1,984,849   | 1,123,241   | 499,528    
|Cash at end of year                                                | $2,335,796  | $1,984,849  | $1,123,241 

NOTE 13 - OTHER COMPREHENSIVE INCOME

Other comprehensive income is summarized as follows:

|                                                                         | 1999       | 1998   | 1997    
|------------------------------------------------------------------------ | ---------- | ------ | --------
|Unrealized holding gains (losses) on
available-for-sale securities       | $(694,299) | $(639) | $63,425 
|Less reclassification adjustment for
losses (gains) recognized in income | (983)      | (64)   | (46)    
|Net unrealized holding gains (losses)                                    | (695,282)  | (703)  | 63,379  
|Tax effect                                                               | 236,399    | 238    | (21,549)
|Other comprehensive income (loss)                                        | $(458,883) | $(465) | $41,830 

NOTE 14 - FAIR VALUES OF FINANCIAL INSTRUMENTS

Financial instruments at year-end are as follows, in thousands.

|                                        | 1999            | 1998      
|--------------------------------------- | --------------- | ----------
|                                        | Carrying
Amount | Fair Value
|Financial assets:                       |                 |           
|Cash and equivalents                    | $13,267         | $13,267   
|Securities available for sale           | 30,544          | 30,544    
|Securities held to maturity             | 74,843          | 73,631    
|Loans, net of allowance for loan
losses | 194,862         | 195,585   
|Accrued interest receivable             | 2,394           | 2,394     
|Financial liabilities:                  |                 |           
|Demand and savings deposits             | $(109,611)      | $(109,611)
|Time deposits                           | (160,328)       | (158,781) 
|Repurchase agreements                   | (12,836)        | (12,836)  
|FHLB borrowings                         | (9,710)         | (9,710)   
|Accrued interest payable                | (473)           | (473)     

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.

CSB BANCORP, INC.

1999 Financial Review

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.  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.  Certain
statements contained in Management's Discussion and Analysis of Financial Condition and
Results of Operations are not related to historical results, but are forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995.  These statements
involved a number of risks and uncertainties.  Any forward-looking statements made by the
Company herein and in future reports and statements are not guarantees of future performance
and actual results may differ materially from those in forward-looking statements because of
various factors.  The Company does not undertake, and specifically disclaims any obligation to
publicly release the result of any revisions to any forward-looking statements to reflect the
occurrence of unanticipated events or circumstances after the date of such statements.

RESULTS OF OPERATIONS

Net income totaled $4.3 million, an increase of $36,000 from 1998.  Earnings per share were
$1.61 and $1.60 for the years ended December 31, 1999 and 1998.  Return on average assets was
1.32% in 1999 as compared to 1.43% in 1998, and return on average shareholders' equity was
13.14% in 1999, and 14.39% in 1998.

Net income for 1998 was $4.2 million or $1.60 per share, as compared to $4.4 million or $1.69
per share for 1997.  This equated to a return on average assets of 1.43% in 1998 and 1.62% in
1997, while the return on average shareholders' equity for the same periods was 14.39% and
17.32%.

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.

Interest income for 1999 was $23.7 million, increasing $303,000 from $23.4 million in 1998.
Interest and fees on loans was $17.7 million, a decrease of $373,000, or 2.1%, from the previous
year mostly attributable to the decrease in the average yield on loans from 9.66% to 9.27%.
Interest income on securities increased $719,000, or 15.4%, to $5.4 million as compared to the
previous year of $4.7 million.  This increase was due primarily to an increase of the average
balance of $17.6 million, or 21.3%, as compared to the previous period.  Other interest income
decreased $44,000 to $605,000 in 1999 compared to $649,000 in 1998, primarily as a result of a
decrease in the average rate earned on these interest-earning liquid assets, to 4.97% in the current
period from 5.35% in the previous period.  These assets usually carry less credit and interest rate
risk, and, therefore, provide lower yields than securities or loans.

Interest income for 1998 was $23.4 million, increasing $1.3 million from $22.1 million in 1997.
Contributing to the increase was a $1.3 million, or 7.7% increase in interest and fees on loans,
mostly attributable to the 10.9% increase in average loans.  Interest income on securities
increased $92,000, or 2.0%, to $4.7 million as compared to the previous year of $4.6 million.
This increase was due primarily to an increase of the average balance of $5.1 million, or 6.6%, as
compared to the previous period.  Other interest income decreased $89,000 to $649,000 in 1998
compared to $738,000 in 1997, primarily as a result of a $707,000 decrease in the average
balance of these interest-earning liquid assets.

The Company's interest expense on deposits increased $266,000 to $10.9 million in 1999,
compared to $10.6 million in 1998 due primarily to the increased volume of deposits during
1999 compared to 1998.  Deposit interest rates decreased during 1999 as overall cost of funds
decreased to 4.46% in 1999, compared to 4.79% in 1998.  Late in 1995, the Company began to
originate fixed-rate mortgage loans through a matched funds program with the Federal Home
Loan Bank of Cincinnati (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
March 1999, the Company sold $12.1 million of these fixed-rate mortgage loans and
management decided not to pay off the related advance.  Instead, new loans remained in the
portfolio throughout the year.

The Company's interest expense on deposits increased $775,000 to $10.6 million in 1998,
compared to $9.8 million in 1997.  Deposit interest rates decreased during 1998 as overall cost of
funds decreased to 4.79% in 1998, compared to 4.84% in 1997.  In February 1997, the Company
sold $10.8 million of fixed-rate mortgage loans under the aforementioned program and
Management decided not to pay off the related advance.  Instead, new loans of $17.2 million and
$8.2 million were originated under this program during 1998 and 1997, respectively.

Net interest income for 1999 was $12.0 million, increasing $184,000 from $11.8 million in 1998.
This increase is due, in part, to the increase of $1.2 million in net interest-earning assets over
interest-bearing liabilities.  Net interest income for 1998 increased from $11.3 million to $11.8
million, an increase of $542,000.  This increase was also a result of a $4.8 million increase in
interest-earning assets over  interest-bearing liabilities.

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.

AVERAGE BALANCES, RATES AND YIELDS

|(Dollars in
thousands)                                   |                    | 1999     |         |                    | 1998     |         |                    | 1997     |        
|-------------------------------------------------------- | ------------------ | -------- | ------- | ------------------ | -------- | ------- | ------------------ | -------- | -------
|                                                         | Average
Balance(1) | Interest | Rate(2) | Average
Balance(1) | Interest | Rate(2) | Average
Balance(1) | Interest | Rate(2)
|Interest-earning
Assets                                  |                    |          |         |                    |          |         |                    |          |        
|Federal funds sold                                       | $ 12,154           | $   604  | 4.97%   | $  9,568           | $   503  | 5.26%   | $  9,295           | $   513  | 5.52%  
|Interest-earning
deposits                                | 31                 | 1        | 3.23    | 2,567              | 146      | 5.69    | 3,547              | 225      | 6.34   
|Securities:                                              |                    |          |         |                    |          |         |                    |          |        
|Taxable                                                  | 52,202             | 3,079    | 5.90    | 44,280             | 2,744    | 6.20    | 49,420             | 3,119    | 6.31   
|Tax exempt                                               | 47,791             | 2,308    | 4.83    | 38,126             | 1,924    | 5.05    | 27,898             | 1,457    | 5.22   
|Loans(3)                                                 | 191,112            | 17,715   | 9.27    | 187,198            | 18,087   | 9.66    | 168,823            | 16,798   | 9.95   
|Total interest-earning
assets                            | 303,290            | 23,707   | 7.82    | 281,739            | 23,404   | 8.31    | 258,983            | 22,112   | 8.54%  
|Noninterest-earning
assets                               |                    |          |         |                    |          |         |                    |          |        
|Cash and due from
banks                                  | 10,319             |          |         | 8,794              |          |         | 7,972              |          |        
|Bank premises and
equipment, net                         | 7,559              |          |         | 4,410              |          |         | 3,020              |          |        
|Other assets                                             | 4,073              |          |         | 3,748              |          |         | 3,489              |          |        
|Allowance for loan
losses                                | (3,219)            |          |         | (2,452)            |          |         | (2,227)            |          |        
|Total assets                                             | $322,022           |          |         | $296,239           |          |         | $271,237           |          |        
|Interest-bearing
liabilities                             |                    |          |         |                    |          |         |                    |          |        
|Demand deposits                                          | $ 40,313           | $   811  | 2.01%   | $ 35,541           | $   717  | 2.02%   | $ 35,148           | $   701  | 1.99%  
|Savings deposits                                         | 39,945             | 1,238    | 3.10    | 41,056             | 1,413    | 3.44    | 35,559             | 1,233    | 3.47   
|Time deposits                                            | 162,320            | 8,820    | 5.43    | 146,551            | 8,474    | 5.78    | 135,565            | 7,895    | 5.82   
|Other borrowed
funds                                     | 19,357             | 813      | 4.20    | 18,440             | 959      | 5.20    | 17,312             | 984      | 5.68   
|Total interest-bearing
liabilities                       | 261,935            | 11,682   | 4.46%   | 241,588            | 11,563   | 4.79%   | 223,584            | 10,813   | 4.84%  
|Noninterest-bearing
liabilities and
shareholders' equity |                    |          |         |                    |          |         |                    |          |        
|Demand deposits                                          | 26,303             |          |         | 23,813             |          |         | 20,920             |          |        
|Other liabilities                                        | 1,330              |          |         | 1,436              |          |         | 1,289              |          |        
|Shareholders' equity                                     | 32,454             |          |         | 29,402             |          |         | 25,444             |          |        
|Total liabilities and
equity                             | $322,022           |          |         | $296,239           |          |         | $271,237           |          |        
|Net interest income                                      |                    | $12,025  |         |                    | $11,841  |         |                    | $11,299  |        
|Net interest margin                                      |                    |          | 3.96%   |                    |          | 4.20%   |                    |          | 4.36%  

(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 asset or liability.

(3) Average loan balances include nonaccruing loans.

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

|(Dollars in thousands)    |                           | 1999 v. 1998   |              |                           | 1998 v. 1997   |             
|------------------------- | ------------------------- | -------------- | ------------ | ------------------------- | -------------- | ------------
|                          | Change in
Income/
Expense | Volume

Effect | Rate

Effect | Change in
Income/
Expense | Volume

Effect | Rate

Effect
|Interest Income           |                           |                |              |                           |                |             
|Federal funds sold        | $ 101                     | $ 130          | $ (29)       | $ (10)                    | $   15         | $ (25)      
|Interest-earning deposits | (145)                     | (101)          | (44)         | (79)                      | (57)           | (22)        
|Securities:               |                           |                |              |                           |                |             
|Taxable                   | 335                       | 472            | (137)        | (375)                     | (320)          | (55)        
|Tax exempt                | 384                       | 470            | (86)         | 467                       | 498            | (31)        
|Loans                     | (372)                     | 373            | (745)        | 1,289                     | 1,786          | (497)       
|Total interest income     | 303                       | 1,344          | (1,041)      | 1,292                     | 1,922          | (630)       
|Interest expense          |                           |                |              |                           |                |             
|Demand deposits           | 94                        | 96             | (2)          | 16                        | 23             | (7)         
|Savings deposits          | (175)                     | (37)           | (138)        | 189                       | 190            | (1)         
|Time deposits             | 346                       | 877            | (531)        | 570                       | 635            | (65)        
|Other borrowed funds      | (146)                     | 46             | (192)        | (25)                      | 62             | (87)        
|Total interest expense    | 119                       | 982            | (863)        | 750                       | 910            | (160)       
|Net interest income       | $184                      | $362           | $(178)       | $542                      | $1,012         | $(470)      

(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.

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

|                                               | 1999        | 1998        | 1997       
|---------------------------------------------- | ----------- | ----------- | -----------
|Net interest income                            | $12,024,884 | $11,841,048 | $11,299,401
|Taxable equivalent adjustment(1)               | 1,024,820   | 839,814     | 640,317    
|Net interest income - fully taxable
equivalent | $13,049,704 | $12,680,862 | $11,939,718
|Net interest yield                             | 3.96%       | 4.20%       | 4.36%      
|Taxable equivalent adjustment(1)               | .34         | .30         | .25        
|Net interest yield - taxable
equivalent        | 4.30%       | 4.50%       | 4.61%      

(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 $1.1 million in 1999 and 1998, and $400,000 in
1997.  See "Financial Condition - Allowance for Loan Losses."

Other Income

Total other income increased to $2.1 million in 1999 compared to $1.6 million in 1998, an
increase of $448,000 or 27.8%.  This increase was primarily due to an increase in gain on sale of
loans of $294,000, an increase in merchant fee income of $76,000, or 46.3%, and trust services
income increase of $91,000 or 42.8%.  These increases more than offset the decrease of
$155,000, from the gain on sale of other real estate owned in 1998.  There were no security sales
during the three-year period ended December 31, 1999.

Total other income increased to $1.6 million in 1998 compared to $1.4 million in 1997, an
increase of 11.6%.  This increase was primarily due to the gain on sale of real estate owned of
$155,000, an increase in merchant fee income of $47,000, or 39.9%, and trust services income
increase of $103,000 or 94.9%.  These increases more than offset the decrease of $206,000, or
93.5%, in gain on sale of loans.

Other Expenses

Total other expenses increased $729,000, or 10.7%, during 1999.  The largest component of
noninterest expense is salaries and employee benefits, which increased $473,000 or 13.7% in
1999.  The increases were from normal salary adjustments and the addition of staff members to
service the Company's growing customer base.  Increases in occupancy and equipment expense
are expected in the future as a result of depreciation from the Company's new Operations Center
that was placed into service in 1999.

Income Taxes

The provision for income taxes decreased to $1.1 million in 1999, from $1.3 million in 1998,
primarily from a reduction in income before income taxes and the increase in the average balance
of tax exempt securities of $9.7 million.  The Company's effective tax rate was 21.2% in 1999, a
decrease from 23.9% in 1998 and 26.9% in 1997.  The decrease in 1998 was due to the $10.2
million, or 36.7% increase, in the average balance of tax exempt securities.

FINANCIAL CONDITION

Total assets of the Company were $326.5 million at December 31, 1999, compared to $317.5
million at December 31, 1998, representing an increase of $9.0 million, or 2.8%.  This growth
was due to increased loan activity for the year funded by increases in deposits and securities sold
under repurchase agreements.  Changes in the consolidated balance sheets and factors that caused
those changes are discussed below.

Securities

Total securities increased $16.0 million, or 17.9% from $89.4 million at year-end 1998 to $105.4
million at year-end 1999.  During 1999, the Company reinvested proceeds of maturing and called
securities, as well as shifted federal funds sold into higher-yielding securities and invested funds
from the sale of mortgage loans in 1999.  The distribution of the securities portfolio at year-end
1999 consisted of U.S. Treasuries, U.S. government corporations and agencies, obligations of
state and political subdivisions and other securities.  The Company increased its holdings of
FHLB stock to $1.9 million through stock dividends during 1999.

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, 1999, 8.9% 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, and include securities that management has the
positive intent and ability to hold 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 $199.0 million were recorded as of December 31, 1999 as compared to $197.6
million at year-end 1998, representing an increase of 0.7%.

While the mix of loans within this portfolio remained relatively stable, the Company experienced
a decrease of $786,000, or 0.9%, in commercial loans, an increase of $2.6 million, or 7.7%, in
commercial real estate loans and $2.2 million, or 6.5%, decrease in residential real estate loans.
As of December 31, 1999 agriculture production loans and loans secured by farmland totaled
approximately $13.3 million and are included in the commercial, commercial real estate and
residential real estate categories.  Credit card loans, which are primarily unsecured, totaled $1.9
million, or 1.0%, of loans at year-end 1999.

The Company originates fixed-rate mortgage loans using a match-funding program utilizing
FHLB advances of similar maturity.  At December 31, 1999, the balance of loans originated
under this program totaled approximately $20.5 million.  These loans have been identified as
held for sale by the Company.  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 six 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 stable in 1999.  Management believes the Company's local service area will
experience continued economic strength and a continued need for its type of lending products
into 2000.

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, the 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 $3.4 million or 1.72% of total loans at December 31, 1999,
up from $2.9 million or 1.47% of total loans at December 31, 1998.  Net charge-offs for 1999
totaled $569,000, up from $512,000 in 1998 and $172,000 in 1997.  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 $1.1 million in 1999 and 1998.  These amounts were
in response to increased charge-offs and impaired loans in 1999 and 1998, and the overall
increase in the amount of the total loan portfolio, particularly in commercial and commercial real
estate loans.  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 past due 90 days or more which totaled approximately $1.5
million or .77%, of total loans at December 31, 1999, as compared to $1.5 million or .74%, of
total loans at December 31, 1998.  The allowance for loan losses as a percentage of
nonperforming loans was 222.4% and 198.2% at year-end 1999 and 1998.

Premises and Equipment

Net premises and equipment increased by $3.6 million to $8.9 million at year-end 1999 from
$5.4 million at year-end 1998.  During 1998, the Company completed construction of the new
Shreve Office, which opened in March 1998.  Also, construction was completed on the new
Operations Center in 1999, located in Millersburg.  The increase in premises and equipment in
1999 was primarily due to the new Operations Center.

Deposits

The Company's deposits are obtained from individuals and businesses located in its market area.
Total deposits increased 1.6% to $269.9 million at December 31, 1999, compared to $265.7
million at December 31, 1998.  Noninterest-bearing balances increased to $29.0 million at
December 31, 1999, as compared to $27.4 million at December 31, 1998.  Interest-bearing
deposits increased $2.5 million, or 1.1%, at December 31, 1999, compared to 1998.  This growth
was on all deposit products and was after the withdrawal of $7.0 million, which was on deposit
during construction of a new high school in a local school district.  Demand deposits increased
$2.4 million, or 5.9%, while statement and passbook savings decreased $5.3 million, or 12.4%.
Additional growth was obtained through certificates of deposit in excess of $100,000, increasing
by $6.4 million, or 17.3%.

CAPITAL RESOURCES

Total shareholders' equity increased from $30.9 million at December 31, 1998 to $33.2 million at
December 31, 1999.  Contributing to this was net income of $4.3 million, offset by dividends
paid of $1.9 million.  Because of the dividend reinvestment program, shareholders' equity
increased $398,000 in 1999 and $470,000 in 1998.  The Company also established a plan
whereby participants in the Company's 401(k) profit sharing plan may elect under the plan to
purchase and hold shares of the Company's common stock in their accounts.  Because of this
plan, equity increased $469,000 during 1998 and $110,000 in 1999.  An April 1998, two-for-one
stock split paid in the form of a 100% stock dividend resulted in a shift of $8.3 million from
retained earnings to common stock.

Banking regulations have established minimum capital ratios for banks and bank holding
companies.  Therefore, 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 such that assets with potentially higher credit risk
will 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 4%.  The Company's actual and required capital amounts are
disclosed in Note 11 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 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, 1999,
approximately $7.8 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 $13.3 million at
December 31, 1999, a decrease of $12.3 million from year-end 1998.  Net income, securities
available for sale, maturities/calls of securities held to maturity and loan repayments also serve as
sources of liquidity.  Cash and cash equivalents, and securities maturing within one year
represent 7.0% of total assets at December 31, 1999, as compared to 12.4% at year-end 1998.
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, the most significant investing
activity for the Company in 1999 included the purchase of securities totaling $37.6 million,
maturities and calls of securities totaling $20.9 million, and net loan originations of $5.6 million
as management continues to seek loan growth.  The Company's primary financing activity was
funds received through deposit growth.  This growth accounted for cash infusions of $4.2 million
in 1999, $24.5 million in 1998 and $27.9 million in 1997.  Additional funds were received
through additions to securities sold under repurchase agreements.

YEAR 2000 ISSUE

In 1997, the Company formed a Year 2000 Committee to assess the extent to which its
information and technology, noninformation technology and its outside vendors may be
adversely affected by the Year 2000 problems.  In addition to reviewing its own systems, the
Company also recognized it could incur losses if loan payments are delayed due to Year 2000
problems affecting any of the Company's significant borrowers or impairing the payroll systems
of large employers in the Company's primary market area.  Because the Company's loan portfolio
is diversified with regard to individual borrowers and types of businesses, and the Company's
primary market area is not significantly dependent on one employer or industry, the Company
does not expect any significant or prolonged Year 2000-related difficulties.  In addition, the
Company provided information to its customers about the Year 2000 issue.

Through December 31, 1999, the Company incurred $26,000 of operating expenses and $54,000
of capital expenditures for Year 2000 preparations, including hardware and software upgrades,
testing, training and other out-of-pocket expenses.  In addition to these costs, the Company has
estimated it has incurred $120,000 of internal personnel costs through December 31, 1999.  The
Company does not anticipate any additional significant expenses relating to Year 2000.

The Company experienced no disruption to its operations because of the Year 2000.
Management will continue to monitor activity over the course of the year for possible effects on
its operations and customers.  Certain critical dates, as identified by the Company and regulators,
fall in 2000.  While these dates have been tested, the Company will review operations during
these periods.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The only significant market risk to which 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 committee.  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 six
month U.S. Treasury rates and prime commercial lending rates.

The Company monitors 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 1999 and 1998.  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 estimated sensitivity of the Company's annual net
interest income to sudden and sustained 100 basis-point changes in market interest rates at
December 31, 1999 and 1998:

|                         | 1999                   |               
|------------------------ | ---------------------- | --------------
|Change in Interest
Rates | Net Interest

Income   | Dollar

Change
|                         | (Dollars in Thousands) |               
|+200                     | $11,883                | $   284       
|+100                     | 12,053                 | 454           
|0                        | 11,599                 | 0             
|-100                     | 11,104                 | (495)         
|-200                     | 10,630                 | (969)         

|                         | 1998                   |               
|------------------------ | ---------------------- | --------------
|Change in Interest
Rates | Net Interest

Income   | Dollar

Change
|                         | (Dollars in Thousands) |               
|+200                     | $13,032                | $   861       
|+100                     | 12,841                 | 670           
|0                        | 12,171                 | 0             
|-100                     | 11,520                 | (651)         
|-200                     | 10,900                 | (1,271)       

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.  Many of the
Company's loans permit the borrower to prepay the principal balance prior to maturity without
penalty.  The likelihood of prepayment depends on a number of factors, including 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.  Certain advances from the FHLB carry
prepayment penalties and are expected to be repaid in accordance with their contractual terms.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company disclosed the estimated fair value of its financial instruments at December 31,
1999 and 1998 in Note 14 to the consolidated financial statements.  Fair value of the Company's
financial instruments experienced modest changes in 1999 due to the relatively stable interest-rate environment.  Estimated fair value of loans decreased slightly to 100.4% of the carrying
value at December 31, 1999 from 100.6% of the carrying value at December 31, 1998.  The fair
value of securities held to maturity decrease to 98.4% of carrying value at December 31, 1999,
from 102.8% of carrying value at year-end 1998.  Estimated fair value of time deposits decreased
from 100.7% of carrying value at December 31, 1998 to 99.0% at December 31, 1999.

ACCOUNTING STANDARDS

A new standard, "Accounting for Derivative Instruments and hedging Activities," requires
companies to record derivatives on the balance sheet as assets or liabilities, measured at fair
value.  Gains or losses resulting from changes in the values of those derivatives would be
accounted for depending on the use of the derivative and whether it qualifies for hedge
accounting.  The key criterion for hedge accounting is that the hedging relationship must be
highly effective in achieving offsetting changes in fair value or cash flows.  The new standard
does not allow hedging of a security which is classified as held to maturity.  Upon adoption of
the standard, companies are allowed to transfer securities from held to maturity to available for
sale if they wish to be able to hedge the securities in the future.  The standard is effective for the
Company in 2001, with early adoption encouraged at the beginning of any fiscal quarter, with no
retroactive application.  Management does not expect the adoption of this standard to have a
significant impact on the Company's financial statements.

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 AND SHAREHOLDER INFORMATION

Common shares of the Company are not traded on an established market.  Shares are traded
through broker/dealers under the symbol "CSBB" and through private transactions.  The table
below represents the range of high and low prices paid for transactions known to the Company.
Management does not have knowledge of prices paid on all transactions.  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.  Prices below have been restated to reflect
the April 1998 two-for-one stock split paid in the form of a 100% stock dividend.  The chart also
specifies cash dividends paid by the Company to its shareholders during 1999 and 1998.  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 11 of the consolidated financial statements.

|Quarter Ended      | High   | Low    | Dividends

Declared
|------------------ | ------ | ------ | -------------------
|March 31, 1998     | $50.00 | $27.50 | $263,477           
|June 30, 1998      | 60.00  | 32.50  | 263,824            
|September 30, 1998 | 65.00  | 50.00  | 264,097            
|December 31, 1998  | 60.00  | 47.00  | 792,626            
|March 31, 1999     | 55.00  | 47.00  | 317,916            
|June 30, 1999      | 55.00  | 40.00  | 318,243            
|September 30, 1999 | 45.00  | 33.50  | 318,236            
|December 31, 1999  | 36.00  | 30.75  | 901,674            

As of December 31, 1999, CSB Bancorp, Inc. had approximately 1,100 shareholders and
2,658,984 outstanding shares of common stock.

TRANSFER AGENT

CSB Bancorp, Inc. acts as its own transfer agent for its common stock.

CSB Bancorp, Inc.

Attn:  Shirley J. Roberts

6 West Jackson Street

Millersburg, Ohio 44654

Phone (330) 674-9015 or (800) 654-9015

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

Phone (330) 674-9015 or (800) 654-9015

The annual meeting of shareholders will be held at the Carlisle Village Inn in Walnut Creek,
Ohio on Wednesday, April 12, 2000 beginning at 7:00 p.m.

SELECTED FINANCIAL DATA

The following table sets forth certain selected consolidated financial information.

|                                                                     | 1999                                          | 1998       | 1997       | 1996       | 1995      
|-------------------------------------------------------------------- | --------------------------------------------- | ---------- | ---------- | ---------- | ----------
|                                                                     | (Dollars in thousands, except per share data)
|Statements of earnings:                                              |                                               |            |            |            |           
|Total interest income                                                | $   23,707                                    | $   23,404 | $   22,112 | $   19,480 | $   18,305
|Total interest expense                                               | 11,682                                        | 11,563     | 10,813     | 8,828      | 8,034     
|Net interest income                                                  | 12,025                                        | 11,841     | 11,299     | 10,652     | 10,271    
|Provisions for loan losses                                           | 1,100                                         | 1,051      | 400        | 400        | 515       
|Net interest income after provision for
loan losses                  | 10,925                                        | 10,790     | 10,899     | 10,252     | 9,756     
|Total other income                                                   | 2,063                                         | 1,616      | 1,447      | 1,228      | 1,002     
|Total other expenses                                                 | 7,573                                         | 6,844      | 6,315      | 6,021      | 5,722     
|Income before federal income taxes                                   | 5,415                                         | 5,562      | 6,031      | 5,459      | 5,036     
|Provision for income taxes                                           | 1,149                                         | 1,331      | 1,624      | 1,600      | 1,444     
|Net income                                                           | 4,266                                         | 4,231      | 4,407      | 3,859      | 3,592     
|Per share of common stock(1)                                         |                                               |            |            |            |           
|Basic and diluted earnings                                           | $     1.61                                    | $     1.60 | $     1.69 | $    1.50  | $    1.41 
|Dividends                                                            | .70                                           | .60        | .51        | .42        | .33       
|Book value                                                           | 12.45                                         | 11.65      | 10.35      | 9.05       | 7.92      
|Average basic common shares
outstanding(1)                           | 2,651,910                                     | 2,637,011  | 2,604,914  | 2,577,044  | 2,558,004 
|Average diluted common shares
outstanding                            | 2,652,836                                     | 2,637,956  | 2,605,852  | 2,577,044  | 2,558,004 
|Year-end balances:                                                   |                                               |            |            |            |           
|Loans, net (includes held for sale)                                  | 194,862                                       | 193,824    | 177,327    | 163,020    | 150,789   
|Securities                                                           | 105,387                                       | 89,368     | 86,428     | 52,384     | 54,641    
|Total assets                                                         | 326,546                                       | 317,502    | 288,442    | 254,135    | 233,210   
|Deposits                                                             | 269,939                                       | 265,747    | 241,203    | 213,340    | 206,255   
|Borrowings                                                           | 22,545                                        | 19,882     | 18,978     | 16,480     | 5,913     
|Shareholders' equity                                                 | 33,202                                        | 30,860     | 27,275     | 23,426     | 20,343    
|Average balances:                                                    |                                               |            |            |            |           
|Loans, net                                                           | 187,893                                       | 184,746    | 166,596    | 155,298    | 145,109   
|Securities                                                           | 99,993                                        | 82,406     | 77,318     | 50,129     | 49,698    
|Total assets                                                         | 322,022                                       | 296,239    | 271,237    | 233,353    | 213,077   
|Deposits                                                             | 268,881                                       | 246,961    | 227,192    | 199,609    | 191,919   
|Borrowings                                                           | 19,357                                        | 18,440     | 17,312     | 10,632     | 1,563     
|Shareholders' equity                                                 | 32,454                                        | 29,402     | 25,444     | 22,095     | 18,743    
|Selected ratios:                                                     |                                               |            |            |            |           
|Net yield on average interest-earning
assets                         | 3.96%                                         | 4.20%      | 4.36%      | 4.79%      | 5.07%     
|Return on average total assets                                       | 1.32                                          | 1.43       | 1.62       | 1.65       | 1.69      
|Return on average shareholders' equity                               | 13.14                                         | 14.39      | 17.32      | 17.47      | 19.17     
|Average shareholders' equity as a
percent of average total assets    | 10.08                                         | 9.93       | 9.38       | 9.47       | 8.80      
|Net loan charge-offs as a percent of
average loans                   | .30                                           | .27        | .10        | .07        | .16       
|Allowance for possible loan losses as a
percent of loans at year-end | 1.72                                          | 1.46       | 1.30       | 1.28       | 1.20      
|Shareholders' equity as a percent of total
year-end assets           | 10.17                                         | 9.72       | 9.46       | 9.21       | 8.72      

Notes to selected financial data:

(1)  Restated for 1998 and 1996 stock splits paid in the form of a 100% stock dividend.

EXHIBIT 21

SUBSIDIARY OF CSB BANCORP, INC.

The Commercial and Savings Bank, Millersburg, Ohio, an Ohio-chartered commercial bank
(100% owned.)

EXHIBIT 23

CONSENT OF CROWE, CHIZEK AND COMPANY LLP

CONSENT OF INDEPENDENT AUDITORS

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 14, 2000 on
the consolidated balance sheets of CSB Bancorp, Inc. as of December 31, 1999 and 1998 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, 1999, which report is incorporated by
reference in this Form 10-K.

/S/ CROWE, CHIZEK AND COMPANY LLP

Crowe, Chizek and Company LLP

Columbus, Ohio

March 25, 2000

EXHIBIT 24

POWER OF ATTORNEY

WHEREAS, CSB BANCORP, INC., an Ohio corporation (the "Company"), proposes to file with
the Securities and Exchange Commission, pursuant to the provisions of the Securities and
Exchange Act of 1934, as amended, and the rules and regulations thereunder, an Annual Report
to Shareholders on Form 10-K ("Form 10-K"), with respect to the Company's 1999 fiscal year;
and

WHEREAS, the undersigned is an [Officer/Director] of the Company;

NOW, THEREFORE, the undersigned hereby constitutes and appoints Douglas D. Akins
[his/her] attorney in fact, for [her and in her][him and in his] name, place and stead and in her
office and capacity with the Company, to execute and file such Form 10-K and exhibits, and
thereafter to execute and file any amended Form 10-K, hereby giving and granting to said
attorney full power and authority to do and perform each and every act and thing whatsoever
requisite and necessary to be done in and about the premises as fully to all intents and purposes
as she might or could do if personally present at the doing thereof, hereby ratifying and
confirming all that said attorney may or shall lawfully do or cause to be done by virtue hereof.

This authority hereby granted is limited to the execution and delivery of such Form 10-K or
amendment thereto, unless earlier revoked by me or expressly extended by me in writing, shall
remain in force and effective only until such Form 10-K or any amendment thereto is filed.

IN WITNESS WHEREOF, the undersigned has hereunto set [his/her] hand this ___ day of
March, 2000.





STATE OF OHIO

COUNTY OF HOLMES

On the ____ day of March, 2000, personally appeared before me ______________, to me known
to be the person described within and who executed the foregoing instrument, and [he/she] duly
acknowledged to me that [he/she] executed and delivered the same for the purposes herein
expressed.

WITNESS my hand and official seal this ________ day of March, 2000.

/s/ H. RICHARD MAXWELL                    /s/ SAMUEL P. RIGGLE, JR.

H. Richard Maxwell                                Samuel P. Riggle, Jr.

/s/ DANIEL J. MILLER                           /s/ F. JOANNE VINCENT

Daniel J. Miller                                      F. Joanne Vincent

/s/ SAMUEL M. STEIMEL                       /s/ SHIRLEY J. ROBERTS

Samuel M. Steimel                                  Shirley J. Roberts

/s/ DAVID C. SPRANG                           /s/ A. LEE MILLER

David C. Sprang                                    A. Lee Miller

/s/ J. THOMAS LANG                            /s/ DOUGLAS D. AKINS

J. Thomas Lang                                     Douglas D. Akins

/s/ DAVID W. KAUFMAN                       /s/ ROBERT E. BOSS

David W. Kaufman                                 Robert E. Boss

/s/ PAMELA S. BASINGER                     /s/ STANLEY E. YODER

Pamela S. Basinger                                Stanley E. Yoder