UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark one)

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF

1934

For the fiscal year ended December 31, 2000

[  ]  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:  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 31, 2001, the aggregate market value of the voting stock held by nonaffiliates of the registrant, based on a
share price of $19.00 per share (such price being the average of the bid and asked prices on such date) was $45.5
million.

At March 31, 2001, there were outstanding 2,624,375 of the registrant's Common Shares.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of Registrant's 2000 Annual Report to Shareholders.

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 "loan watch 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 variable as well as fixed 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.  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, 2000, the Bank employed 138 employees, 113 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, in part, 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 ("Gramm-Leach")
that 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
"Financial Modernization" 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

Pursuant to Gramm-Leach, 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.

Gramm-Leach 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.

Written Agreement

The Company and the Bank entered into a Written Agreement with the Federal Reserve Bank of Cleveland and the
Ohio Division of Financial Institutions in November of 2000 that is described elsewhere in this Annual Report.
While that Written Agreement does not specifically address whether the Company qualifies to be a financial holding
company, Management believes that it is unlikely the Company would so qualify.  While Management does not
anticipate that the failure to qualify as a financial holding company will materially adversely affect the operations,
properties, financial condition or prospects of the Company, no assurances can be given.

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 2000 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" in Part II, Item 7 of  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" in Part II, Item 7 of this document, is incorporated herein by reference.

II.  Securities Portfolio

A.  The following is a schedule of the carrying value of securities at December 31, 2000, 1999 and 1998.

|(In thousands of dollars)                        | 2000            | 1999            | 1998           
|------------------------------------------------ | --------------- | --------------- | ---------------
|Securities available for sale (at fair value)    |                 |                 |                
|U.S. Treasury securities                         | $ 1,002         | $ 4,009         | $10,115        
|U.S. Government corporations and agencies        | 22,866          | 23,347          | 14,941         
|Mortgage-related securities                      | 991             | 1,000           | -              
|Other securities                                 | 2,331           | 2,188           | 2,059          
|                                                 | $27,190

====== | $30,544

====== | $27,115

======
|Securities held to maturity (at amortized cost)  |                 |                 |                
|U.S. Treasury securities                         | $   102         | $ 3,105         | $10,125        
|U.S. Government corporations and agencies        | 18,496          | 20,499          | 9,501          
|Obligations of states and political subdivisions | 50,762          | 51,239          | 42,627         
|                                                 | $69,360

====== | $74,843

====== | $62,253

======
|                                                 |                 |                 |                

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, 2000:

|(In thousands of dollars)                       
|------------------------------------------------
|                                                
|                                                
|                                                
|Available for sale                              
|U.S. Treasury                                   
|U.S. Government
corporations and agencies       
|Mortgage-related                                
|Total                                           
|Held to maturity                                
|U.S. Treasury                                   
|U.S. Government
corporations and agencies       
|Obligations of states and
political subdivisions
|Total                                           

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 that exceeded 10% of the Company's consolidated
shareholders' equity at December 31, 2000.

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)                   | 2000              | 1999             | 1998              | 1997              | 1996             
|------------------------------------------- | ----------------- | ---------------- | ----------------- | ----------------- | -----------------
|Commercial                                  | $85,458           | $86,186          | $86,971           | $80,428           | $72,917          
|Commercial real estate                      | 39,122            | 35,690           | 33,137            | 30,408            | 22,991           
|Residential real estate                     | 56,342            | 31,511           | 33,685            | 49,752            | 50,874           
|Residential real estate loans held for sale | -                 | 20,533           | 23,636            | -                 | -                
|Construction                                | 7,543             | 7,447            | 3,155             | 3,508             | 3,249            
|Installment and credit card                 | 18,033            | 17,645           | 16,992            | 16,393            | 15,110           
|Total loans                                 | $206,498

======= | $199,012

====== | $197,576

======= | $180,489

======= | $165,141

=======

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, 2000:

|                          | -------------------------Maturing-----------------------------
|------------------------- | --------------------------------------------------------------
|(In thousands of dollars) | One Year

or Less                                             
|Commercial                | $40,673                                                       
|Commercial real estate    | 2,495                                                         
|Construction              | 199                                                           
|Total                     | $43,367

======                                               

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, 2000.

|(In thousands of dollars)                                                           | Fixed Rate      | Variable Rate  
|----------------------------------------------------------------------------------- | --------------- | ---------------
|Total commercial, commercial real estate and construction

loans due after one year | $28,316

====== | $60,440

======
|                                                                                    |                 |                

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)                                                                                                                                     | 2000         
|(a)  Loans accounted for on a nonaccrual
basis                                                                                                                | $1,119       
|(b)  Accruing loans that are contractually
past due 90 days or more as to interest or
principal payments                                                      | 226          
|(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-          
|Totals                                                                                                                                                        | $1,345

=====
|                                                                                                                                                              |              

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 well-secured and in
process of collection.  In such cases, loans are individually evaluated in order to determine whether to continue
income recognition after 90 days beyond the due date.  However, the Written Agreement requires substantially all
loans greater than 90 days past due to be placed on non-accrual.  When loans are placed on nonaccrual, any accrued
interest is charged against interest income.  Consumer loans are not placed on non-accrual but are charged off after
120 days past due.

(d)  Impaired Loans - Information regarding impaired loans at December 31 is as follows:

|(In thousands of dollars)                                                                  | 2000            | 1999           | 1998          
|------------------------------------------------------------------------------------------ | --------------- | -------------- | --------------
|Balance of impaired loans at December 31                                                   | $11,967         | $2,544         | $1,454        
|Less portion for which no allowance for loan loss is
allocated                             | 94              | 562            | 142           
|Portion of impaired loan balance for which an
allowance for loan losses is allocated       | 11,873

=====   | 1,982

====    | 1,312

=====  
|Portion of allowance for loan losses allocated to the
impaired loan balance at December 31 | $  3,276

===== | $   485

===== | $   412

=====

Interest income recognized on impaired loans during the year represented $471,341 while $525,616 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, 2000, no loans were identified that management has serious doubts
about the borrowers' ability to comply with present loan repayment terms that are not included in item III.C.1
above.  On a monthly basis, the Company internally classifies certain loans based on various factors.  At December
31, 2000, these amounts, including impaired and nonperforming loans, amounted to $22.3 million of substandard
loans and $4.9 million of doubtful loans.

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

4.  Loan Concentrations - As of December 31, 2000, 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, 2000, 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)                                        | 2000              | 1999             | 1998              | 1997             | 1996             
|---------------------------------------------------------------- | ----------------- | ---------------- | ----------------- | ---------------- | -----------------
|LOANS                                                            |                   |                  |                   |                  |                  
|Average loans outstanding during
period                          | $208,193

======= | $191,112

====== | $187,198

======= | $168,823

====== | $157,274

=======
|ALLOWANCE FOR LOAN LOSSES                                        |                   |                  |                   |                  |                  
|Balance at beginning of period                                   | $3,419            | $2,888           | $2,349            | $2,121           | $1,830           
|Loans charged off:                                               |                   |                  |                   |                  |                  
|Commercial                                                       | (1,633)           | (417)            | (350)             | (37)             | (11)             
|Commercial real estate                                           | (6)               | (0)              | (37)              | (0)              | (0)              
|Residential real estate                                          | (18)              | (4)              | (76)              | (0)              | (0)              
|Installment and credit card                                      | (590)             | (184)            | (105)             | (187)            | (125)            
|Total loans charged off                                          | (2,247)           | (605)            | (568)             | (224)            | (136)            
|Recoveries of loans previously charged
off:                      |                   |                  |                   |                  |                  
|Commercial                                                       | 52                | 7                | 1                 | 2                | 2                
|Commercial real estate                                           | 0                 | 0                | 0                 | 0                | 0                
|Residential real estate                                          | 0                 | 1                | 15                | 9                | 0                
|Installment                                                      | 94                | 28               | 40                | 41               | 25               
|Total loan recoveries                                            | 146               | 36               | 56                | 52               | 27               
|Net loans charged off                                            | (2,101)           | (569)            | (512)             | (172)            | (109)            
|Provision charged to operating expense                           | 6,142             | 1,100            | 1,051             | 400              | 400              
|Balance at end of period                                         | $7,460

=====     | $3,419

=====    | $2,888

=====     | $2,349

=====    | $2,121

======   
|Ratio of net charge-offs to average
loans outstanding for period | 1.01%             | .30%             | .27%              | .10%             | .07%             

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                                                                 
|                            | December 31, 2000                                                                
|Commercial                  | $3,879                                                                           
|Commercial real
estate      | 2,486                                                                            
|Residential real
estate     | 214                                                                              
|Construction                | 0                                                                                
|Installment and
credit card | 628                                                                              
|Unallocated                 | 253                                                                              
|Total                       | $7,460

=====                                                                    

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
|-------------------------------- | ---------------------------------------------------- | ------------------------------------------
|                                 | 2000                                                 | 1999                                      
|(In thousands of dollars)        |                                                      |                                           
|Noninterest-bearing demand       | $29,379                                              | $26,303                                   
|Interest-bearing demand
deposits | 37,840                                               | 40,313                                    
|Savings deposits                 | 35,663                                               | 39,945                                    
|Time deposits                    | 161,913                                              | 162,320                                   
|Total deposits                   | $264,795

======                                     | $268,881

======                          

B.  The following is a schedule of maturities of time certificates of deposit in amounts of $100,000 or more as of
December 31, 2000:

| | (In thousands of dollars)      |                 | 
| | ------------------------------ | --------------- | 
| | Three months or less           | $8,216          | 
| | Over three through six
months  | 4,579           | 
| | Over six through twelve
months | 16,533          | 
| | Over twelve months             | 11,935          | 
| | Total                          | $41,263

====== | 

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

VI.  Return On Equity and Assets

|                                               | 2000   | 1999  | 1998 
|---------------------------------------------- | ------ | ----- | -----
|Return on average assets                       | .10%   | 1.32% | 1.43%
|Return on average shareholders' equity         | 1.00   | 13.14 | 14.39
|Dividend payout ratio                          | 368.89 | 43.51 | 37.45
|Average shareholders' equity to average assets | 9.85   | 10.08 | 9.93 
|                                               |        |       |      

VII.  Short-Term Borrowings

Short-term borrowings consist of securities sold under agreements to repurchase and federal funds purchased.
Securities sold under agreements to repurchase generally mature within three months from the transaction date.
Federal funds purchased generally have overnight terms.  Information concerning short-term borrowings is
summarized as follows:

|December 31,                                                                             | 2000    | 1999    | 1998  
|---------------------------------------------------------------------------------------- | ------- | ------- | ------
|Securities sold under agreements to repurchase and federal funds
purchased at period-end | $15,584 | $12,836 | $9,771
|Weighted average interest rate at period-end                                             | 4.89%   | 2.71%   | 3.66% 
|Maximum outstanding at any month-end during the year                                     | 15,584  | 13,874  | 10,137
|Average amount outstanding                                                               | 13,234  | 9,933   | 7,787 
|Weighted average rates during the year                                                   | 4.46%   | 3.10%   | 3.54% 

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 one other property is owned 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 2000.

PART II

ITEM 5 - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Common shares of the Company are not traded on an established market.  Shares are traded through broker/dealers
under the symbol "CSBB.OB" 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, mark-down or
commission and may not represent actual transactions.  The chart specifies cash dividends paid by the Company to
its shareholders during 2000 and 1999.  No assurances can be given that dividends will be declared, or if declared,
what the amount of any such dividends will be.  Under the terms of a November 2000 agreement with its regulators,
the Company must obtain regulatory approval before declaring any dividends.  An application to declare dividends
in the fourth quarter 2000 was not approved.  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, 2000     | $35.00 | $30.00 | $398,847           | 
| | June 30, 2000      | 33.00  | 30.00  | 392,417            | 
| | September 30, 2000 | 34.00  | 18.50  | 392,591            | 
| | December 31, 2000  | 23.00  | 15.00  | -                  | 
| |                    |        |        |                    | 
| | 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, 2000, CSB Bancorp, Inc. had approximately 1,100 shareholders and
2,624,378 outstanding
shares of common stock.

TRANSFER AGENT

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

Shirley J. Roberts

CSB Bancorp, Inc.

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 date of the annual meeting of shareholders has not yet been determined.

ITEM 6 - SELECTED FINANCIAL DATA

The following table sets forth certain selected consolidated financial information.

|                                                    | 2000                                          | 1999         | 1998          | 1997          | 1996        
|--------------------------------------------------- | --------------------------------------------- | ------------ | ------------- | ------------- | ------------
|                                                    | (Dollars in thousands, except per share data)
|Statements of earnings:                             |                                               |              |               |               |             
|Total interest income                               | $25,497                                       | $23,707      | $23,404       | $22,112       | $19,480     
|Total interest expense                              | 12,782                                        | 11,682       | 11,563        | 10,813        | 8,828       
|Net interest income                                 | 12,715                                        | 12,025       | 11,841        | 11,299        | 10,652      
|Provisions for loan losses                          | 6,142                                         | 1,100        | 1,051         | 400           | 400         
|Net interest income after provision for
loan losses | 6,573                                         | 10,925       | 10,790        | 10,899        | 10,252      
|Total other income                                  | 2,019                                         | 2,063        | 1,616         | 1,447         | 1,228       
|Total other expenses                                | 9,191                                         | 7,573        | 6,844         | 6,315         | 6,021       
|Income (loss) before federal income
taxes           | (599)                                         | 5,415        | 5,562         | 6,031         | 5,459       
|Provision for (benefit from) income
taxes           | (920)                                         | 1,149        | 1,331         | 1,624         | 1,600       
|Net income                                          | $321

====                                    | $4,266

==== | $4,231

===== | $4,407

===== | $3,859

====
|Per share of common stock (1)                       |                                               |              |               |               |             
|Basic and diluted earnings                          | $0.12                                         | $1.61        | $1.60         | $1.69         | $1.50       
|Dividends                                           | 0.45                                          | .70          | .60           | .51           | .42         
|Book value                                          | 12.02                                         | 12.49        | 11.65         | 10.35         | 9.05        
|Average basic common shares
outstanding (1)         | 2,628,998                                     | 2,651,910    | 2,637,011     | 2,604,914     | 2,577,044   
|Average diluted common shares
outstanding (1)       | 2,629,733                                     | 2,652,836    | 2,637,956     | 2,605,852     | 2,577,044   
|Year-end balances:                                  |                                               |              |               |               |             
|Loans, net (includes held for sale)                 | $198,358                                      | $194,862     | $193,824      | $177,327      | $163,020    
|Securities                                          | 96,550                                        | 105,387      | 89,368        | 86,428        | 52,384      
|Total assets                                        | 325,212                                       | 326,546      | 317,502       | 288,442       | 254,135     
|Deposits                                            | 268,583                                       | 269,939      | 265,747       | 241,203       | 213,340     
|Borrowings                                          | 24,048                                        | 22,545       | 19,882        | 18,978        | 16,480      
|Shareholders' equity                                | 31,540                                        | 33,202       | 30,860        | 27,275        | 23,426      
|Average balances:                                   |                                               |              |               |               |             
|Loans, net                                          | $203,790                                      | $187,893     | $184,746      | $166,596      | $155,298    
|Securities                                          | 100,216                                       | 99,993       | 82,406        | 77,318        | 50,129      
|Total assets                                        | 325,880                                       | 322,022      | 296,239       | 271,237       | 233,353     
|Deposits                                            | 264,795                                       | 268,881      | 246,961       | 227,192       | 199,609     
|Borrowings                                          | 28,108                                        | 19,357       | 18,440        | 17,312        | 10,632      
|Shareholders' equity                                | 32,083                                        | 32,454       | 29,402        | 25,444        | 22,095      

|                                                                  | Year ended December 31,                      
|----------------------------------------------------------------- | ---------------------------------------------
|                                                                  | 2000                                         
|                                                                  | (Dollars in thousands, except per share data)
|Selected ratios:                                                  |                                              
|Net yield on average interest-earning
assets                      | 4.11%                                        
|Return on average total assets                                    | 0.10                                         
|Return on average shareholders' equity                            | 1.00                                         
|Average shareholders' equity as a percent
of average total assets | 9.85                                         
|Net loan charge-offs as a percent of
average loans                | 1.01                                         
|Allowance for loan losses as a percent of
loans at year-end       | 3.62                                         
|Shareholders' equity as a percent of total
year-end assets        | 9.70                                         
|                                                                  |                                              

Notes to selected financial data:

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

ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATION

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 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.

FORWARD-LOOKING STATEMENTS

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 involve 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.

REGULATORY MATTERS

As disclosed in Note 11 to the consolidated financial statements, the Company and Bank entered into a Written
Agreement in November 2000 with the Federal Reserve Bank of Cleveland and the Ohio Division of Financial
Institutions which, among other things, requires the Company and Bank to complete a review of the Board of
Directors and Management; make improvements in the lending function including, but not limited to, policies and
procedures, documentation, and a plan for the reduction of adversely classified assets; and prepare new policies and
procedures for internal audit, internal controls, asset/liability management, trust, and information technology.  The
Company and Bank cannot declare or pay dividends without prior written approval of the regulators.

Failure to comply with the Written Agreement could result in additional regulatory supervision and/or action.  All
filings required by the Written Agreement have been within the time frames set forth in the agreement.

RESULTS OF OPERATIONS

Net Income

Net income totaled $321,000 in the year 2000, a decrease of $3.9 million from 1999.  Earnings per share were $0.12
and $1.61 for the years ended December 31, 2000 and 1999.  Return on average assets was 0.10% in 2000, as
compared to 1.32% in 1999, and return on average shareholders' equity was 1.00% in 2000, and 13.14% in 1999.

Net income for 1999 was $4.3 million or $1.61 per share, as compared to $4.2 million or $1.60 per share for 1998.
This equated to a return on average assets of 1.32% in 1999 and 1.43% in 1998, while the return on average
shareholders' equity for the same periods was 13.14% and 14.39%.

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 affect net interest income.

Interest income for 2000 was $25.5 million, increasing $1.8 million from $23.7 million in 1999.  Interest and fees
on loans was $20.1 million, an increase of $2.4 million, or 13.6%, from the previous year, mostly attributable to the
$17 million increase in the average balance of loans.  The increased yield on loans of 39 basis points in 2000 also
contributed to the improved interest income.  Interest income on securities remained stable, decreasing by  $38,000,
or 0.7%, to $5.3 million as compared to the previous year of $5.4 million.  Other interest income decreased
$572,000 to $33,000 in 2000 compared to $605,000 in 1999, primarily as a result of a decrease in the average
federal funds sold balance, from $12.2 million in 1999 to $522,000 in 2000, a decrease of 96%.  These funds were
used for the growth in the loan portfolio.

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 expense for 2000 was $12.8 million, an increase of $1.1 million, or 9.4%.  The Company's interest expense
on deposits increased $351,000 in 2000, due primarily to the increase in deposit interest rates during 2000, as cost
of deposits increased to 4.76% in 2000, compared to 4.48% in 1999.  Interest expense on other borrowings
increased $748,000 due to the increased use of federal funds purchased and the increase in the cost of these funds by
135 basis points in 2000.

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
advances.  Instead, new loans were retained in the portfolio throughout the year.

Net interest income for 2000 was $12.7 million, increasing $690,000 from $12.0 million in 1999.  This increase is
due in part to the increase of $4.1 million in average interest-earning assets over average interest-bearing liabilities.
As depicted in the rate-volume analysis, the change in net interest income is primarily attributable to shifts in
volume of assets and liabilities.  Net interest income for 1999 increased from $11.8 million to $12.0 million, an
increase of $184,000.  This increase was also a result of a $1.2 million increase in average interest-earning assets
over average 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)                                  
|                                                        
|Interest-earning assets                                 
|Federal funds
sold                                      
|Interest-earning
deposits                               
|Securities:                                             
|Taxable                                                 
|Tax exempt                                              
|Loans(3)                                                
|Total interest-earning assets                           
|Noninterest-earning assets                              
|Cash and due
from banks                                 
|Bank premises
and
equipment, net                        
|Other assets                                            
|Allowance for
loan losses                               
|Total assets                                            
|Interest-bearing
liabilities                            
|Demand
deposits                                         
|Savings
deposits                                        
|Time deposits                                           
|Other
borrowed
funds                                    
|Total interest-bearing
liabilities                      
|Noninterest-bearing
liabilities and
shareholders'
equity
|Demand
deposits                                         
|Other
liabilities                                       
|Shareholders'
equity                                    
|Total liabilities
and equity                            
|Net interest
income                                     
|Net interest
margin                                     

(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)

|                          | 2000 v. 1999              | 1999 v. 1998 
|------------------------- | ------------------------- | -------------
|                          | Change in
Income/
Expense | Volume
Effect
|Interest Income           |                           |              
|Federal funds sold        | $(573)                    | $(672)       
|Interest-earning deposits | 1                         | 1            
|Securities:               |                           |              
|Taxable                   | (184)                     | (194)        
|Tax exempt                | 145                       | 167          
|Loans                     | 2,400                     | 1,629        
|Total interest income     | 1,789                     | 931          
|Interest Expense          |                           |              
|Demand deposits           | 14                        | (52)         
|Savings deposits          | (222)                     | (127)        
|Time deposits             | 559                       | (22)         
|Other borrowed funds      | 748                       | 437          
|Total interest expense    | 1,099                     | 236          
|Net interest income       | $690

====                | $695

====   

(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:

|                                             | 2000                  | 1999                  | 1998                 
|-------------------------------------------- | --------------------- | --------------------- | ---------------------
|Net interest income                          | $12,715,383           | $12,024,884           | $11,841,048          
|Taxable equivalent adjustment (1)            | 1,263,935             | 1,024,820             | 839,814              
|Net interest income-fully taxable equivalent | $13,979,318

======== | $13,049,704

======== | $12,680,862

========
|Net interest yield                           | 4.11%                 | 3.96%                 | 4.20%                
|Taxable equivalent adjustment (1)            | .41                   | .34                   | .30                  
|Net interest yield - taxable equivalent      | 4.52%

====           | 4.30%

=====          | 4.50%

=====         

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

Provision for Loan Losses

During the year 2000, the Company recorded $6.1 million in provision for loan losses.  This compares to $1.1
million in 1999 and 1998.  See "Financial Condition - Allowance and Provision for Loan Losses" for a discussion of
the circumstances surrounding the increased provision in 2000.

Other Income

Total other income decreased to $2.0 million in 2000 compared to $2.1 million in 1999, a decrease of $45,000 or
2.2%.  This decrease was primarily due to a decrease in gain on sale of loans of $260,000, which was partially offset
by an increase in trust services income of $157,000 or 51.9%.

Total other income increased to $2.1 million in 1999 compared to $1.6 million in 1998, an increase of 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.

Other Expenses

Total other expenses increased $1.6 million, or 21.4%, during 2000.  The largest component of noninterest expense
is salaries and employee benefits, which increased $518,000 or 13.2% in 2000.  The increases were from normal
salary adjustments and the addition of staff members to service the Company's growing customer base.  Professional
fees increased to $621,000, an increase of $515,000.  This increase was partially due to the increase in auditing,
consulting and legal fees necessary to comply with the terms of the Written Agreement and other regulatory matters.

Income Taxes

The benefit from income taxes amounted to $920,000 in 2000, compared to provision expense of $1.1 million and
$1.3 million in 1999 and 1998.  The benefit in 2000 resulted from a net loss before taxes caused by the increased
expenses noted above.  The Company's effective tax rate was 21.2% in 1999 and 23.9% in 1998.  The decrease in
1999 was due to the $9.7 million, or 25.3% increase in the average balance of tax exempt securities.

FINANCIAL CONDITION

Total assets of the Company were $325.2 million at December 31, 2000, compared to $326.5 million at December
31, 1999, representing a decrease of $1.3 million, or 0.4%.  The increase in cash and net loans during 2000 was
offset by declines in securities.  Funding from deposits and FHLB advances declined, but was offset by increases in
repurchase agreements.  The net effect to both assets and liabilities resulted in little change to total assets and total
liabilities.  Changes in the consolidated balance sheets and factors that caused those changes are further discussed
below.

Securities

Total securities decreased $8.8 million, or 8.4% from $105.4 million at year-end 1999 to $96.5 million at year-end
2000.  During 2000, the Company reinvested proceeds of maturing and called securities into loans.  The distribution
of the securities portfolio at year-end 2000 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 $2.1 million through stock dividends during 2000.

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, 2000, 7.9% of the portfolio matures within one year.

Securities classified as held to maturity 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 loan principal of $206.5 million was recorded at year-end 2000, compared to $199.0 million at year-end 1999,
representing an increase of $7.5 million or 3.8%.  The loan portfolio at year-end 2000 and 1999, respectively, was
comprised of approximately 60% and 61% commercial and commercial real estate loans.  While the mix of loans
within the loan portfolio remained relatively stable, the Company experienced a decrease of $728,000, or 0.8%, in
commercial loans; an increase of $3.4 million, or 9.6%, in commercial real estate loans; and an increase of $4.3
million, or 8.3%, in residential real estate loans.

Agriculture production loans and loans secured by farmland totaled approximately $14.2 million at year-end 2000,
and are included in the commercial, commercial real estate and residential real estate categories.  Credit card loans,
which are primarily unsecured, totaled $2.4 million, or 1.2%, of loans at year-end 2000.  Demand for commercial
business loans, as well as both commercial and residential real estate loans, was stable in 2000.  Management
believes the Company's local service areas will experience continued economic strength and a continued need for
these types of lending products into 2001.

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 Bank amended, in the fourth quarter of 2000, the Allowance for Loan and Lease Losses Policy.  This
policy includes, among other items, provisions for classified loans and a provision for the remainder of the portfolio
and historical data, including past charge-offs.

The allowance for loan losses totaled $7.5 million or 3.62% of total loans at year-end 2000, up from $3.4 million or
1.72% of total loans at year-end 1999.  Net charge-offs for 2000 totaled $2.1 million, compared to $569,000 in 1999
and $512,000 in 1998.  As with all loans that have been charged-off, Management is continuing collection efforts,
and future recoveries may occur.

The increased provision in 2000 was in response to several factors, one of which is continued volume in the
Company's commercial lending, which represents a higher risk of loss than traditional one-to-four family mortgage
lending.  In addition, the rising interest rate environment in 2000 impacted the ability of some businesses to meet
their scheduled loan payments in accordance with original loan terms.  Lastly, information obtained in the second
and fourth quarters of 2000 about specific borrower situations led to charge-offs and additional reserve
requirements.

The Bank maintains an internal watch list, on which it places loans where management's analysis of the borrower's
operating results and financial condition indicates that the borrower's cash flows are inadequate to meet its debt
service requirements, and loans where there exists an increased risk that such a shortfall may occur.  During May
and June of 2000, as a result of the Bank's ongoing loan review system and assisted by the regulatory examination
that was in process at the time, management increased the number of loans included in its internal watch list and
provided loss allocations on certain of those loans based on updated financial information received from borrowers.
As a result of these increases and additional factors discussed below, the quarterly loan loss provisions in 2000
totaled $281,000 in the first quarter, $2.7 million in the second quarter, $616,000 in the third quarter and $2.6
million in the fourth quarter.

The Bank has a commercial real estate construction loan totaling approximately $3.8 million.  The Bank obtained a
subsequent appraisal which indicated an estimated value significantly less than the amount certified in the original
appraisal.  Management assigned a specific allocation of the allowance for loan losses totaling $1.1 million to this
loan during the fourth quarter of 2000.

Included in the loan portfolio at year-end 2000 is a group of approximately $4.4 million in consumer finance loans.
These loans represent greater credit risk than the Bank's traditional consumer loans because most are unsecured.  In
recognition of declines in general economic conditions, management conducted a complete review of the entire
portfolio, considering specific borrower situations and repayment ability, and determined that a reserve allocation of
10%, or $440,000, is an appropriate reflection of losses in this portfolio.

Nonperforming loans, which consist of loans past due 90 days or more and nonaccrual loans, were $1.3 million or
0.65% of loans at year-end 2000 compared to $1.5 million or 0.77%of loans at year-end 1999.  However, impaired
loans increased at year-end from $2.5 million in 1999 to $12.0 million in 2000.   As noted above, this has been a
contributing factor to the increased balance in the allowance for loan losses and the related provision.  Management
has assigned loss allocations to absorb the estimated losses on these impaired loans, and these allocations are
included in the total allowance for loan losses balance.

Other Assets

Net premises and equipment increased by $308,000 to $9.2 million at year-end 2000 from $8.9 million at year-end
1999.  The increase in 2000 was due primarily to the purchase of equipment relating to information technology
which will be placed in service in 2001.

Other assets increased $1.1 million in 2000 mainly as a result of an increase in deferred tax assets.  These assets
represent the future estimated tax benefit of items occurring in the current period which are not currently deductible
for tax purposes.

Deposits

The Company's deposits are obtained from individuals and businesses located in its market area.  For deposits, the
Company must compete with products offered by other financial institutions as well as other, higher-yielding
investment options such as mutual funds.  As a result of this competition, total deposits decreased 0.5% to $268.6
million at year-end 2000, compared to $269.9 million for 1999.  Noninterest-bearing balances increased to $30.3
million at year-end 2000 compared to $29.0 million at year-end 1999.  Interest-bearing deposits decreased $2.6
million or 1.1% at year-end 2000 compared to 1999.  Demand deposits increased $526,000, while statement and
passbook savings decreased $3.6 million.  Certificates of deposit in excess of $100,000 decreased by $2.1 million
while other certificates of deposit increased $2.5 million.

Other Funding Sources

The Company obtains additional funds through securities sold under repurchase agreements and advances from the
Federal Home Loan Bank of Cincinnati (FHLB).  These borrowings totaled approximately $24 million at year-end
2000.  These funding sources provided a net increase in cash of $1.5 million from year-end 1999 to 2000, with the
$2.7 million increase in repurchase agreements being partially offset by the repayments of funds borrowed from the
FHLB.  These repurchase agreements are uninsured, so the Company pledges securities against these customer
funds.  The Company pays a higher rate of interest on these funds than traditional deposit products and expects that
demand for this product will continue at a reasonably stable level.

CAPITAL RESOURCES

Total shareholders' equity decreased from $33.2 million at year-end 1999 to $31.5 million in 2000.  This decrease
was primarily due to a stock repurchase program that resulted in the purchase of $1.5 million of treasury stock.  This
stock repurchase program has been terminated.  Net income was $321,000, offset by dividends paid of $1.2 million.
Because of the dividend reinvestment program, shareholders' equity increased $339,000 in 2000 and $398,000 in
1999 as a portion of dividends declared were reinvested by shareholders in common stock.  The Company also
established a plan whereby participants in the Company's 401(k) profit sharing plan may elect to purchase and hold
shares of the Company's common stock in their accounts.  This provided an additional increase to equity in 1999 of
$110,000.  In 2000, the plan purchased shares on the open market rather than from the Company.



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.  As described in Note 11, the
Bank and the Company are restricted from paying dividends without prior written consent from their regulatory
agencies.

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 $15.9 million at December 31, 2000, an increase of $2.6 million from year-end 1999.  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 6.9% of total assets at year-end 2000, as compared to 7.0% in 1999.  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 2000 included the maturities and calls of securities totaling $10.3 million offset by $970,000 in purchases, and
net loan originations of $9.6 million.  The Company's financing activities included $2.7 million of increases in
repurchase agreements which were offset by $2.6 million of reductions in deposit and repayments of FHLB
advances.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company disclosed the estimated fair value of its financial instruments at year-end 2000 and 1999 in Note 14 to
the consolidated financial statements.  Fair value of the Company's financial instruments experienced modest
changes in 2000.  Estimated fair value of loans increased slightly to 100.8% of the carrying value in 2000, from
100.4% in 1999.  The fair value of securities held to maturity increased to 101.4% of carrying value in 2000, from
98.4% in 1999.  Estimated fair value of time deposits increased from 99.0% of carrying value in 1999 to 100.3% in
2000.

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 that 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.  The adoption of this standard on
January 1, 2001 did not impact the Company's financial statements as no derivative instruments were held.

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.

CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

The Board of Directors of the Company, acting on the recommendation of the Audit Committee of the Board,
determined to replace the Company's auditor, Crowe, Chizek and Company LLP ("Crowe, Chizek"), following the
date of completion of the audit of financial statements and reports for the year ended December 31, 2000, which
shall be effective March 31, 2001.  The reports on the Company's financial statements for the past two years did not
contain an adverse opinion or disclaimer of opinion nor were they qualified as to uncertainty, audit scope or
accounting principles.  During the Company's two most recent fiscal years (ended December 31, 1999 and 2000)
and from December 31, 2000 to the date of this Current Report, there were no disagreements with Crowe, Chizek on
any matter of accounting principles or practices, financial disclosure, or auditing scope or procedure.  The
Company, on February 28, 2001, engaged Clifton Gunderson LLP as the principal accountant of the Company to
audit the Company's financial statements.

ITEM 7A - 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 quarterly 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 derivative financial
instruments.  As a result of its gap position of (.5%), 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 2000 and 1999.  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, 2000 and 1999:

|                       | 2000                                    |                    
|---------------------- | --------------------------------------- | -------------------
|                       | Change in
Interest Rates
(basis points) | Net Interest
Income
|(Dollars in Thousands)
|                       | +200                                    | $13,527            
|                       | +100                                    | 13,439             
|                       | 0                                       | 12,996             
|                       | -100                                    | 12,504             
|                       | -200                                    | 11,990             
|                       |                                         |                    

|                       | 1999                                    |                    
|---------------------- | --------------------------------------- | -------------------
|                       | Change in
Interest Rates
(basis points) | Net Interest
Income
|(Dollars in Thousands)
|                       | +200                                    | $11,883            
|                       | +100                                    | 12,053             
|                       | 0                                       | 11,599             
|                       | -100                                    | 11,104             
|                       | -200                                    | 10,630             
|                       |                                         |                    

Management reviews its rate shock position with the Board on a periodic basis.  The
Company was within all
Board-approved limits at year-end 2000 and 1999.  Based on projections above, the Company anticipates that the
recent changes in rates by the Federal Reserve will lead to a decline in net interest income.

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.

ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See information contained in the consolidated financial statements and related notes and the report of independent
auditors attached to this filing as Exhibit 13.

ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON

ACCOUNTING AND FINANCIAL DISCLOSURE

The Board of Directors of the Company, acting on the recommendation of the Audit Committee of the Board,
determined to replace the Company's auditor, Crowe, Chizek and Company LLP ("Crowe, Chizek"), following the
date of completion of the audit of financial statements and reports for the year ended December 31, 2000, which
shall be effective March 31, 2001.  The reports on the Company's financial statements for the past two years did not
contain an adverse opinion or disclaimer of opinion nor were they qualified as to uncertainty, audit scope or
accounting principles.  During the Company's two most recent fiscal years (ended December 31, 1999 and 2000)
and from December 31, 2000 to the date of this Current Report, there were no disagreements with Crowe, Chizek on
any matter of accounting principles or practices, financial disclosure, or auditing scope or procedure.  The
Company, on February 28, 2001, engaged Clifton Gunderson LLP as the principal accountant of the Company to
audit the Company's financial statements.

PART III

ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRATION

The following table sets forth information concerning (i) incumbent directors of the Company; (ii) nominees for
election at the Annual Meeting of Shareholders of the Company and (iii) the other named executive officers of the
Company.  Included in the table is information regarding each person's principal occupation or employment during
the past five years.

NOMINEES, DIRECTORS AND EXECUTIVE OFFICERS

|Name                  | Age | Principal Occupation                                        | Positions Held with
The Company (1)                 | Year First
Elected or
Appointed
Director or
Officer | Term to
Expire
|--------------------- | --- | ----------------------------------------------------------- | --------------------------------------------------- | --------------------------------------------------- | --------------
|David W. Kaufman      | 51  | Auctioneer, Realtor,
Dave Kaufman
Realty, Inc.              | Director                                            | 1988                                                | 2001          
|John R. Waltman       | 59  | Attorney, Critchfield,
Critchfield &
Johnston, Ltd.         | Director Nominee                                    | N/A                                                 | N/A           
|Samuel M. Steimel     | 43  | Attorney, The
Steimel Law Office                            | Director                                            | 1989                                                | 2001          
|Robert K. Baker       | 46  | Owner and
Controller,
Bakerwell, Inc.                       | Director                                            | 2001                                                | 2002          
|J. Thomas Lang        | 57  | Veterinarian, Dairy
Farmer, Spring Hill
Farm, Inc.          | Director                                            | 1993                                                | 2002          
|F. Joanne Vincent     | 68  | Retired Banker,
Prairie Township
Clerk                      | Director                                            | 1999                                                | 2002          
|Daniel J. Miller      | 61  | Physician, East
Holmes Family Care,
Inc.                    | Director                                            | 1979                                                | 2003          
|Samuel P. Riggle, Jr. | 63  | Retired  Executive,
Holmes-Wayne
Electric Cooperative,
Inc. | Director                                            | 1982                                                | 2003          
|David C. Sprang       | 74  | Retired Officer of the
Company                              | Director                                            | 1991                                                | 2003          
|C. James Bess         | 63  | Banker                                                      | Director, President &
Chief Executive
Officer (2)   | 2001                                                | 2003          
|Theodore G. Bangert   | 46  | Banker                                                      | Senior VP and Chief
Lending Officer of the
Bank (3) | 2000                                                | N/A           
|Pamela S. Basinger    | 30  | Banker                                                      | Treasurer (4)                                       | 1996                                                | N/A           
|A. Lee Miller         | 42  | Banker                                                      | Senior Vice President
(5)                           | 1997                                                | N/A           
|Shirley Roberts       | 59  | Banker                                                      | Senior Vice President
& Secretary of the
Bank       | 1991                                                | N/A           
|Stanley E. Yoder      | 58  | Banker                                                      | Senior Vice President
of the Bank                   | 1991                                                | N/A           

(1)  Unless otherwise noted herein, each of the Nominees for Directors has been engaged in the occupation and
employment described below for the past five years.

(2)  Mr. Bess held the position of Vice President and Head of the Mortgage and Consumer Loan Department of
Capital Bank, N.A. from 1995 to 1997 and President of PLB Associates, Inc. from 1997 to 2000, when he was
elected President and Chief Executive Officer of the Company.

(3)  Mr. Bangert held various lending positions, including Chief Lending Officer of Cortland Savings & Banking
Co. from 1989 to 1999 and Executive Vice President of VBOC Investments, Inc. during 1999, when he was elected
Senior Vice President and Chief Lending Officer of the Bank.

(4)  Ms. Basinger held the position of Credit and Loan Review Officer of the Bank from February 1994 until
October 1996, when she was elected Treasurer of the Company.

(5)  Mr. Miller held the position of Senior Vice President of Wayne Savings and Loan of Wooster, Ohio until
August 1997, when he was hired as Senior Vice President of The Company.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's officers, directors and persons who
own more than 10% of a registered class of the Company's equity securities to file reports of ownership and changes
in ownership with the Securities and Exchange Commission. Officers, directors and greater than 10% shareholders
are required to furnish the Company with copies of all Section 16(a) forms they file.  Based solely on the
Company's review of the copies of such forms received by it and by statements of officers and directors that they
complied with all applicable filing requirements, the Company's officers, directors and greater than 10% beneficial
owners have complied with all filing requirements applicable to them.

ITEM 11 - EXECUTIVE COMPENSATION

The Compensation Committee of the Board of Directors consists entirely of outside directors, currently three in
number.  The Compensation Committee met two times in 2000.  The Compensation Committee is responsible for
developing and recommending The Company's executive compensation principles, policies and programs to the
Board of Directors.

The Compensation Committee believes that in representing the Board of Directors, it must act in the best interest of
the shareholders as it reviews and determines The Company's executive compensation principles, policies and
programs. The Compensation Committee's essential goal is to create a balance by which The Company is able to
attract and retain qualified management personnel, while at the same time providing for maximization of The
Company's financial performance and safeguarding The Company's assets.  In compensating The Company's
executive officers, the Committee seeks to achieve the following goals:

1.  motivate executive officers to strive for and achieve outstanding corporate performance which provides a direct
benefit to shareholders;

2.  attract highly-qualified key management personnel; and

3.  reward superior performance in reaching corporate objectives with aggressive compensation levels and provide
that a significant portion of compensation will be dependent on The Company's annual performance.

Base salaries for executive officers in 2000 were determined after review of an analysis of salaries paid for
comparable positions and consideration of the competition for executive talent within The Company's industry.  The
Company's review included a survey by the Ohio Bankers Association of executive salaries.  The Company's
compensation philosophy is to target executive salaries close to the mean of the market rate paid for comparable
positions by similarly sized bank holding companies.

Mr. Akins' 2000 base salary, shown in the "Salary" column of the Compensation Table below, was increased by
10% from his 1999 base salary. Mr. Akins' compensation was determined by the Committee and approved by the
Board. We believe that his salary is within the range of industry standards for a financial institution of the
Company's size.  In addition, as of January 1, 1997, the Committee granted Mr. Akins an option to purchase 1,800
Common Shares at an exercise price of $9.05 per share (as adjusted for the 1998 stock split). The Committee
granted the option as an additional incentive to Mr. Akins to work to maximize shareholder value.  Mr. Akins
exercised this stock option in 2000.

Mr. Bess' 2000 base salary, shown in the "Salary" column of the Compensation Table below, was determined by the
Committee and approved by the Board.  Mr. Bess' compensation was determined by the Committee and approved
by the Board.Given the nature of Mr. Bess' experience and his responsibilities with the Company,we believe that
his salary is within the range of industry standards for a financial institution of the Company's size.  In addition, the
Committee granted Mr. Bess an option to purchase 20,000 Common Shares at an exercise price of $15.00 per share,
which option shall expire on March 1, 2006.  The Committee granted the option as an additional incentive to Mr.
Bess to work to maximize shareholder value.

Effective March 1, 2001, the Company's Board of Directors elected C. James Bess as President and Chief Executive
Officer, as well as a Director, of the Company.  In conjunction with Mr. Bess' election as President and Chief
Executive Officer, the Company entered into an employment agreement with Mr. Bess which provides for a two
year term, an agreed upon annual salary, benefits, nonstatutory stock option grant, and provisions concerning
termination of employment upon sale or change in control of the Company.

Effective November 16, 2000, the Company entered into a separation, waiver and mutual release agreement with
Douglas D. Akins which provides for the termination of employment of Mr. Akins and certain payments of salary
and benefits to Mr. Akins pursuant to such termination.

THE COMPENSATION COMMITTEE

J. Thomas Lang

H. Richard Maxwell

David C. Sprang

EXECUTIVE COMPENSATION

The following table sets forth information concerning the persons who were the executive officers as set forth below
during the fiscal year ended December 31, 2000.

Summary Compensation Table

|                                                        |             |                     | Long Term

Compensation                 |                            
|------------------------------------------------------- | ----------- | ------------------- | --------------------------------------- | ---------------------------
|Name and Principal
Position                             | Year        | Annual Compensation | Securities
Underlying

Options/SARs (#) | All Other

Compensation ($)
|Salary ($)                                              | Bonus ($)  
|C. James Bess
President and Chief
Executive Officer     | 2000        | $20,280.00          | $-0-                                    | -0-                        
|Douglas D. Akins

President and Chief
Executive Officer | 2000        | $149,884.83         | $-0-                                    | -0-                        
|1999                                                    | $148,000.00 | $20,000.00          | -0-                                     | $15,500.00                 
|1998                                                    | $135,000.00 | $20,000.00          | -0-                                     | $14,891.28                 
|A. Lee Miller Senior
VP and Chief
Financial Officer     | 2000        | $105,000.00         | $15,250.00 (2)                          | -0-                        
|1999                                                    | $86,000.00  | $12,900.00          | -0-                                     | $4,956.17 (3)              
|1998                                                    | $78,000.00  | $11,700.00          | -0-                                     | $-0-                       

(1)  Includes $12,538.48 paid to Mr. Akins in fiscal year 2000 under that certain Separation, Waiver and Mutual
Release Agreement, $27,369.00 received pursuant to an exercise of stock options and $6,550.00 paid for acting as a
director of the Bank.

(2) Includes $10,000 paid to Mr. Miller for serving as acting President and Chief Executive Officer during fiscal
year 2000.

(3)  These amounts were contributed to Mr. Miller's 401(k) account by the Bank.

PERFORMANCE GRAPH

The following graph compares the yearly stock change and the cumulative total shareholder return on the
Company's Common Shares during the five year period ended December 31, 2000, with the cumulative total return
on the NASDAQ Bank Stock Index and the Standard and Poor's 500 Stock Index. The comparison assumes $100
was invested on January 1, 1996, in the Company's Common Shares and in each of the indicated indices, and
assumes reinvestment of dividends.

[INSERT GRAPH]

ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The Company is not aware of any person, group or entity owning more than five percent (5%) of the Company's
outstanding Common Shares as of February 27, 2001.

The following table sets forth, as of February 27, 2001, (i) the Common Shares beneficially owned by each director,
nominee for director and named executive officer of the Company or any person who has acted in such capacity
since the beginning of the last fiscal year of the Company and (ii) the Common Shares beneficially owned by all
executive officers and directors as a group.

|Name of

Beneficial Owner                             | Amount and Nature of

Beneficial Ownership (1) | Percent of Common

Shares Outstanding | Director
|----------------------------------------------------- | ---------------------------------------------- | ------------------------------------- | --------
|Robert K. Baker                                       | 1,189.9294 (2)                                 | .005%                                 | Yes     
|David W. Kaufman                                      | 5,170.5665 (3)                                 | .032%                                 | Yes     
|J. Thomas Lang                                        | 4,130.5665 (4)                                 | .016%                                 | Yes     
|H. Richard Maxwell                                    | 16,200.0000 (5)                                | .062%                                 | Yes     
|Daniel J. Miller                                      | 35,841.6689 (6)                                | 1.37%                                 | Yes     
|Samuel P. Riggle, Jr.                                 | 16,121.9295 (7)                                | 0.61%                                 | Yes     
|David C. Sprang                                       | 108,800.0000 (8)                               | 4.15%                                 | Yes     
|Samuel M. Steimel                                     | 17,056.4165 (9)                                | 0.65%                                 | Yes     
|F. Joanne Vincent                                     | 155.8494 (10)                                  | 0.01%                                 | Yes     
|C. James Bess                                         | 0.0000                                         | 0.00%                                 | No      
|Theodore G. Bangert                                   | 200.0000 (11)                                  | 0.01%                                 | No      
|Douglas D. Akins                                      | 4,009.3678                                     | .015%                                 | No      
|A. Lee Miller                                         | 1,420.8751 (12)                                | .005%                                 | No      
|John R. Waltman                                       | 13,771.5290                                    | .052%                                 | No      
|Total of Directors and

Executive Officers as a
Group | 230,037.0728                                   | 8.77%                                 | ****    

(1)  The Securities and Exchange Commission has defined "beneficial owner" of a security to include any person
who has or shares voting power or investment power with respect to any such security or who has the right to
acquire beneficial ownership of any such security within 60 days.

(2)  Includes 449.3694 shares owned by Bonnie L. or Robert K. Baker in joint tenancy with right of survivorship
and 740.5600 shares owned by Bakerwell, Inc., of which Mr. Baker is part owner.

(3)  These shares are owned of record by The David W. Kaufman Trust.

(4)  Includes 125.2516 shares owned by J. Thomas Lang, 4,193.2516 shares owned by Karen J. Lang, 224.2116
shares owned by Kendra S. Lang, 446.2419 shares owned by J. Thomas Lang IRA and 181.6098 shares owned by
Karen J. Lang IRA.

(5)  Includes 600 shares owned by H. Richard Maxwell, 13,040 shares owned by The H. Richard Maxwell Trust and
2,560 shares owned by The L. Jean Maxwell Trust.

(6)  Includes 9,562.5714 shares owned by Daniel J. Miller, M.D., 9,562.5714 shares owned by Mary F. Miller and
16,716.5261 shares owned by The East Holmes Family Care Employees Pension Plan.

(7)  Includes 200.9295 shares owned by Samuel P. Riggle, Jr., 15,721 shares owned by Margorie J. Riggle and 200
shares owned by Samuel P. Riggle, Jr. or Margorie J. Riggle in joint tenancy with right of survivorship.

(8)  Includes 52,640 shares owned by The David C. Sprang Trust and 56,160 shares owned by The Rea Dot Sprang
Trust.

(9)  Includes 100 shares owned by Samuel M. Steimel, 15,912 shares owned by Ronda K. Steimel, 866.6827 shares
owned by the Samuel M. Steimel IRA, 110.2712 shares owned by the Ronda P. Steimel IRA, 5.2305 shares owned
by Samuel M. Steimel, custodian for Benjamin Steimel Ladrach, 5.2305 shares owned by Samuel M. Steimel,
custodian for William Frederick Ladrach, 15.6721 shares owned by Ronda P. Steimel, custodian for Zaccary Allen
Patterson, 15.6721 shares owned by Ronda P. Steimel, custodian for Cassandra Faye Patterson and 25.6574 shares
owned by CATS, a partnership in which Mr. Steimel owns 25% interest.

(10)  These shares are owned by Joanne Vincent or Billy Dean Vincent, in joint tenancy with right of survivorship.

(11)  These shares are owned by the Ted Bangert IRA account.

(12)  Includes 206.4428 shares owned by the A. Lee Miller IRA and 1,214.4323 shares owned by the Lee Miller
401(K) Plan.

ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company has engaged and intends to continue to engage in the lending of money through the Bank to various
directors and officers of the Company.  These loans to such persons were made in the ordinary course of business
on substantially the same terms, including interest rates and collateral, as prevailing at the time for comparable
transactions with other persons and did not involve more than a normal risk of collectibility or other unfavorable
features.

In addition to those banking transactions conducted in the ordinary course, the following related transactions were
conducted.  Each of these transactions was made on terms similar to those that could have been negotiated with an
unaffiliated third party.

The Company and the Bank retained the Steimel Law Office during fiscal year 2000 for legal services in connection
with various matters arising in the ordinary course of the business of the Company and the Bank, as well as matters
related to the conversion of the Bank to a holding company structure.  Samuel M. Steimel is the owner of the
Steimel Law Office.  The Company and the Bank contemplate using the Steimel Law Office in the future on similar
terms, as needed.

The Company and the Bank retained Critchfield, Critchfield & Johnston, Ltd. and Heartland Title Agency during
fiscal year 2000 for legal services and real estate closing services in connection with various matters arising in the
ordinary course of the business of the Company and the Bank.  John R. Waltman is a member of both Critchfield,
Critchfield & Johnston, Ltd. and Heartland Title Agency.  The Company and the Bank contemplate using both
Critchfield, Critchfield & Johnston, Ltd. and Heartland Title Agency in the future on similar terms, as needed.

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-KSB)                                                          
|4              | Form of Certificate of Common Shares of CSB Bancorp, Inc. (incorporated by reference to
Registrant's Form 10-KSB)                                         
|10.1           | Leases for the Clinton Commons, Berlin and Charm Branch Offices of The Commercial and
Savings Bank (incorporated by reference to Registrant's Form 10-KSB)
|10.2           | C. James Bess Employment Agreement                                                                                                                        
|10.3           | D. Akins Separation, Waiver and Mutual Release Agreement                                                                                                  
|10.4           | Written Agreement between the Company, the Bank and Regulators (incorporated by reference to
Registrant's Form 8-K dated November 30, 2000)               
|10.5           | Agreement between the Bank and Sheshunoff Management Services, L.P.                                                                                       
|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                                                                                                                                        

(b) The following reports on Form 8-K were filed during the last quarter of the period covered by this report.

(1)  Form 8-K dated November 20, 2000 containing an announcement of the resignation of Douglas D. Akins as
president of the Company and the Bank.

(2)  Form 8-K dated December 1, 2000 containing a Written Agreement between the Company, the Bank and
regulators and a quarterly letter to shareholders dated November 30, 2000.

(3)  Form 8-K dated December 29, 2000 containing an announcement that C. James Bess had been hired as Interim
President and Chief Executive Officer of the Company and the Bank and that a request had been made to regulators
to pay a dividend to shareholders.

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/ C. JAMES BESS   
| | C. James Bess, 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 April 13, 2001.

|Signatures                                                                                                        | Title                                                               
|----------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------
|C. JAMES BESS*                                                                                                    | President and Chief Executive Officer

(Principal Executive Officer)
|/s/C. James Bess*                                                                                                 |                                                                     
|                                                                                                                  |                                                                     
|A. LEE MILLER*                                                                                                    | Senior Vice President and Chief Financial Officer                   
|/s/A. Lee Miller*                                                                                                 |                                                                     
|                                                                                                                  |                                                                     
|PAMELA S. BASINGER*                                                                                               | Financial Officer and Principal Accounting Officer                  
|/s/Pamela S. Basinger*                                                                                            |                                                                     
|                                                                                                                  |                                                                     
|H. RICHARD MAXWELL                                                                                                | Director                                                            
|/s/H. Richard Maxwell*                                                                                            |                                                                     
|                                                                                                                  |                                                                     
|DAVID W. KAUFMAN*                                                                                                 | Director                                                            
|/s/David W. Kaufman*                                                                                              |                                                                     
|                                                                                                                  |                                                                     
|J. THOMAS LANG*                                                                                                   | Director                                                            
|/s/J. Thomas Lang*                                                                                                |                                                                     
|                                                                                                                  |                                                                     
|ROBERT K. BAKER*                                                                                                  | Director                                                            
|/s/Robert K. Baker*                                                                                               |                                                                     
|                                                                                                                  |                                                                     
|DANIEL J. MILLER*                                                                                                 | Director                                                            
|/s/Daniel J. Miller*                                                                                              |                                                                     
|                                                                                                                  |                                                                     
|SAMUEL P. RIGGLE, JR.*                                                                                            | Director                                                            
|/s/Samuel P. Riggle, Jr.*                                                                                         |                                                                     
|                                                                                                                  |                                                                     
|SAMUEL M. STEIMEL*                                                                                                | Director                                                            
|/s/Samuel M. Steimel*                                                                                             |                                                                     
|                                                                                                                  |                                                                     
|F. JOANNE VINCENT*                                                                                                | Director                                                            
|/s/F. Joanne Vincent*                                                                                             |                                                                     
|                                                                                                                  |                                                                     
|*By:  /s/ C. JAMES BESS

C. James Bess

as attorney-in-fact and on his own behalf

as Principal Executive Officer |                                                                     

INDEX TO EXHIBITS

|Exhibit
Number | Description of Document                                                                                                                                     | 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-KSB).                                                           | N/A            
|4              | Form of Certificate of Common Shares of CSB Bancorp, Inc. (incorporated
by reference to Registrant's Form 10-KSB).                                          | N/A            
|10.1           | Leases for the Clinton Commons, Berlin and Charm Branch Offices of The
Commercial and Savings Bank (incorporated by reference to Registrant's
Form 10-KSB). | N/A            
|10.2           | C. James Bess Employment Agreement                                                                                                                          | N/A            
|10.3           | D. Akins Separation Waiver and Mutual Release Agreement                                                                                                     | N/A            
|10.4           | Written Agreement between the Company, the Bank and Regulators
(incorporated by reference to Registrant's Form 8-K dated November 30,
2000)                 | N/A            
|10.5           | Agreement between the Bank and Sheshunoff Management Services, L.P.                                                                                         | N/A            
|11             | Statement Regarding Computation of Per Share Earnings                                                                                                       | N/A            
|13             | Excerpts of the CSB Bancorp, Inc. 2000 Annual Report to Shareholders                                                                                        | N/A            
|21             | Subsidiary of CSB Bancorp, Inc.                                                                                                                             | N/A            
|23             | Consent of Crowe, Chizek and Company LLP                                                                                                                    | N/A            
|24             | Powers of Attorney                                                                                                                                          | N/A