UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 FORM 10-KSB/A

Annual report pursuant to Section 13 or 15(d) of the Securities  Exchange Act of
1934 for the fiscal year ended March 31, 1997

                         Commission file number 0-20742

                                CB BANCORP, INC.
                 (Name of small business issuer in its charter)

           Delaware                                      35-1866127
(State or other jurisdiction of                      (I.R.S. Employer
incorporation or organization)                       Identification No.)

126 E. Fourth Street, Michigan City, Indiana                 46360
  (Address of principal executive offices)                 (Zip Code)

       Registrant's telephone number, including area code: (219) 873-2800

        Securities registered pursuant to Section 12(b) of the Act: None

           Securities registered pursuant to Section 12(g) of the Act:

                          Common Stock, $.01 Par Value
                                (Title of class)

         Check whether the issuer (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during the past 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  [   ]

         Check if there is no  disclosure  of  delinquent  filers in response to
item  405 of  Regulation  S-B  contained  herein,  and  no  disclosure  will  be
contained,  to the best of the  registrant's  knowledge,  in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ X ]

         The issuer's revenues for its most recent fiscal year were $18,164,000.

         The aggregate  market value of the voting stock held by  non-affiliates
of the registrant,  i.e., persons other than directors and executive officers of
the registrant is  $31,538,093  and is based upon the last sales price as quoted
on the NASDAQ Small-Capital Market for June 4, 1997.

         The number of shares of the Common Stock of the registrant  outstanding
as of March 31, 1997 was 1,161,997.


<PAGE>


                                   SIGNATURES

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

                                            CB BANCORP, INC.



                                            By:  /s/ Joseph F. Heffernan
                                                ------------------------
                                                Joseph F. Heffernan
                                                Chief Executive Officer
                                                President and Director


DATED:   6/10/97

         Pursuant to the requirement of the Securities and Exchange Act of 1934,
this report has been signed by the following  persons in the  capacities  and on
the dates indicated.


/s/ Joseph F. Heffernan           Chief Executive Officer,        6/10/97
---------------------------       President and Director          -------
Jon R. Bausback

   
/s/ George L. Koehm               Chief Financial Officer         6/10/97
---------------------------                                       -------
George L. Koehm
    

/s/ Jon R. Bausback               Director                        6/10/97
---------------------------                                       -------
Jon R. Bausback

/s/ Ken O. Fryar                  Director                        6/10/97
---------------------------                                       -------
Ken O. Fryar

/s/ Marvin Kominiarek, Jr.        Director                        6/10/97
---------------------------                                       -------
Marvin Kominiarek, Jr.

/s/ Robert Ott                    Director                        6/10/97
---------------------------                                       -------
Robert Ott

/s/ J. Patrick Smith              Director                        6/10/97
---------------------------                                       -------
J. Patrick Smith

/s/ James Broad                   Director                        6/10/97
---------------------------                                       -------
James Broad

/s/ Allen Jones                   Secretary                       6/10/97
---------------------------                                       -------
Allen Jones

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