10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended: June 30, 2005
	OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 0-21714

CSB Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Ohio	34-1687530
(State or other jurisdiction of	(I.R.S. Employer Identification Number)
incorporation or organization)

6 W. Jackson Street, P.O. Box 232, Millersburg, Ohio 44654

(Address of principal executive offices)

(330) 674-9015

(Registrant’s telephone number)

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 þ      No o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes o      No þ

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

Common stock, $6.25 par value	Outstanding at July 30, 2005
	2,644,966 common shares

CSB BANCORP, INC.

FORM 10-Q
QUARTER ENDED June 30, 2005

Table of Contents

	Page
Part I — Financial Information
ITEM 1 - FINANCIAL STATEMENTS
Consolidated Balance Sheets		3
Consolidated Statements of Income		4
Consolidated Statements of Changes in Shareholders’ Equity		5
Condensed Consolidated Statements of Cash Flows		6
Notes to Consolidated Financial Statements		7
ITEM 2 -MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		9
ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		13
ITEM 4 – CONTROLS AND PROCEDURES		13
Part II — Other Information
ITEM 1 – Legal Proceedings		14
2 – Unregistered Sales of Equity Securities and Use of Proceeds		14
3 – Defaults upon Senior Securities		14
4 – Submission of Matters to a Vote of Security Holders		14
5 – Other Information		14
6 – Exhibits		15
Signatures		16
EX-11 Statement Regarding Computation of Per Share Earnings
EX-31.1 Rule 13A-14(A)/15D-14(A) CEO Certification
EX-31.2 Rule 13A-14(A)/15D-14(A) CFO Certification
EX-32.1 Section 1350 CEO's Certification
EX-32.2 Section 1350 CFO's Certification

CSB BANCORP, INC.

PART I – FINANCIAL INFORMATION

ITEM 1. – FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEETS
(Unaudited)

	June 30,			December 31,
	2005			2004
ASSETS
Cash and due from banks	$	9,761,755		$	12,501,954
Interest-bearing deposits with other banks		97,841			142,338
Federal funds sold					3,000,000
Total cash and cash equivalents		9,859,596			15,644,292
Securities available-for-sale, at fair value		66,345,093			73,438,070
Restricted stock, at cost		2,876,800			2,790,400
Total securities		69,221,893			76,228,470
Loans		223,442,275			218,084,479
Less allowance for loan loans		2,377,067			2,574,945
Net loans		221,065,208			215,509,534
Premises and equipment, net		8,351,890			8,243,997
Accrued interest receivable and other assets		2,672,628			1,714,050
Total assets	$	311,171,215		$	317,340,343
LIABILITIES
Deposits
Noninterest-bearing	$	35,252,046		$	41,733,596
Interest-bearing		210,142,309			206,217,123
Total deposits		245,394,355			247,950,719
Securities sold under repurchase agreements		12,366,775			13,316,473
Federal Home Loan Bank borrowings		13,318,622			18,745,236
Federal funds purchased		2,300,000
Accrued interest payable and other liabilities		1,322,213			1,120,408
Total liabilities		274,701,965			281,132,836
SHAREHOLDERS’ EQUITY
Common stock, $6.25 par value: Authorized 9,000,000 shares; issued 2,667,786 shares		16,673,667			16,673,667
Additional paid-in capital		6,413,915			6,413,915
Retained earnings		13,898,224			13,358,321
Treasury stock at cost: 22,820 shares in 2005 and 22,824 shares in 2004		(626,975	)		(627,119	)
Accumulated other comprehensive income		110,419			388,723
Total shareholders’ equity		36,469,250			36,207,507
Total liabilities and shareholders’ equity	$	311,171,215		$	317,340,343

See notes to consolidated financial statements.

3.

CSB BANCORP, INC.

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2005		2004		2005		2004
Interest income
Loans, including fees	$	3,542,196	$	2,957,549	$	6,827,588	$	5,950,495
Taxable securities		517,862		373,376		1,037,191		644,847
Non-taxable securities		157,810		412,299		326,598		812,917
Other		897		210		1,567		3,208
Total interest income		4,218,765		3,743,434		8,192,944		7,411,467
Interest expense
Deposits		993,894		788,666		1,862,891		1,623,496
Other		196,444		178,436		372,922		315,854
Total interest expense		1,190,338		967,102		2,235,813		1,939,350
Net interest income		3,028,427		2,776,332		5,957,131		5,472,117
Provision for loan losses		105,999		78,621		211,998		172,621
Net interest income after provision for loan losses		2,922,428		2,697,711		5,745,133		5,299,496
Non-interest income
Service charges on deposit accounts		234,186		211,069		446,741		393,484
Gain on sale of securities		—		—		247,047		25,860
Trust and financial services		120,885		114,341		238,036		207,983
Other income		198,790		246,101		402,294		443,218
Total non-interest income		553,861		571,511		1,334,118		1,070,545
Non-interest expenses
Salaries and employee benefits		1,347,708		1,288,202		2,750,172		2,547,341
Occupancy expense		186,869		158,653		345,647		320,831
Equipment expense		125,611		133,579		249,099		259,219
State franchise tax		107,655		103,162		212,578		205,018
Professional and director fees		151,523		186,061		307,998		372,392
Other expenses		714,179		666,075		1,445,200		1,345,299
Total non-interest expenses		2,633,545		2,535,732		5,310,694		5,050,100
Income before income taxes		842,744		733,490		1,768,557		1,319,941
Federal income tax provision		229,000		127,000		488,000		192,000
Net income	$	613,744	$	606,490	$	1,280,557	$	1,127,941
Basic and diluted earnings per share	$	0.23	$	0.23	$	0.48	$	0.43

See notes to consolidated financial statements.

4.

CSB BANCORP, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Unaudited)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2005			2004			2005			2004
Balance at beginning of period	$	35,769,494		$	34,947,408		$	36,207,507		$	34,717,538
Comprehensive income (loss):
Net income		613,744			606,490			1,280,557			1,127,941
Change in net unrealized gain (loss), net of reclassification adjustments and related income taxes		456,348			(656,201	)		(278,304	)		(604,016	)
Total comprehensive income (loss)		1,070,092			(49,711	)		1,002,253			523,925
Issuance of 6 shares from treasury								121
Purchase of 2 treasury shares		(40	)					(40	)
Cash dividends declared $(0.14 and $0.28 per share in 2005, and $0.13 and $0.26 per share in 2004)		(370,296	)		(343,764	)		(740,591	)		(687,530	)
Balance at end of period	$	36,469,250		$	34,553,933		$	36,469,250		$	34,553,933

See notes to consolidated financial statements.

5.

CSB BANCORP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Six Months Ended
	June 30,
	2005			2004
Net cash from operating activities	$	1,518,388		$	921,089
Cash flows from investing activities
Securities available-for-sale:
Proceeds from maturities, calls and repayments		2,914,280			11,880,280
Proceeds from sales		5,098,433			666,696
Purchases		(1,128,596	)		(26,958,621	)
Securities held to maturity:
Proceeds from maturities, calls and repayments		—			3,697,000
Net change in loans		(6,350,727	)		(8,529,595	)
Premises and equipment expenditures, net		(489,617	)		(273,855	)
Net cash from investing activities		43,773			(19,518,095	)
Cash flows from financing activities
Net change in deposits		(2,556,364	)		(9,774,422	)
Net change in securities sold under repurchase agreements		(949,698	)		(1,545,389	)
Net change in federal funds purchased		2,300,000			13,300,000
Proceeds from FHLB borrowings		—			10,000,000
Principal reductions on FHLB borrowings, net		(5,426,614	)		(489,253	)
Purchase of treasury shares		(40	)		—
Cash dividends paid		(714,141	)		(661,088	)
Net cash from financing activities		(7,346,857	)		(13,920,626	)
Net change in cash and cash equivalents		(5,784,696	)		(4,676,380	)
Cash and cash equivalents at beginning of period		15,644,292			17,201,381
Cash and cash equivalents at end of period	$	9,859,596		$	12,525,001
Supplemental disclosures
Interest paid	$	2,205,326		$	1,962,169
Income taxes paid		240,000			280,000
Non-cash investing activity-transfer of loans to OREO		625,000

See notes to consolidated financial statements.

6.

CSB BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying consolidated financial statements include the accounts of CSB Bancorp, Inc. and its wholly-owned subsidiary, The Commercial and Savings Bank (together referred to as the “Company” or “CSB”). All significant intercompany transactions and balances have been eliminated in consolidation.

The consolidated financial statements have been prepared without audit. In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present fairly the Company’s financial position at June 30, 2005, and the results of operations and changes in cash flows for the periods presented have been made.

Certain information and footnote disclosures typically included in financial statements prepared in accordance with generally accepted accounting principles have been omitted. The Annual Report for CSB for the year ended December 31, 2004, contains consolidated financial statements and related footnote disclosures which should be read in conjunction with the accompanying consolidated financial statements. The results of operations for the period ended June 30, 2005 are not necessarily indicative of the operating results for the full year or any future interim period.

NOTE 2 – SECURITIES

Securities consist of the following at June 30, 2005 and December 31, 2004:

June 30, 2005

			Gross		Gross
	Amortized		unrealized		unrealized		Fair
Available-for-sale:	cost		gains		losses		value
U.S. Treasury security	$	99,911			$	567	$	99,344
Obligations of U.S. government corporations and agencies		36,991,793	$	7,433		216,876		36,782,350
Obligations of states and political subdivisions		13,459,977		445,324		3,220		13,902,081
Mortgage-backed securities		15,622,405		16,663		81,455		15,557,613
Equity securities		3,705		—		—		3,705
Total available-for-sale		66,177,791		469,420		302,118		66,345,093
Restricted stock		2,876,800		—		—		2,876,800
Total securities	$	69,054,591	$	469,420	$	302,118	$	69,221,893

7.

CSB BANCORP. INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 2 – SECURITIES (continued)

December 31, 2004

			Gross		Gross
	Amortized		unrealized		unrealized		Fair
	cost		gains		losses		value
Available-for-sale:
U.S. Treasury security	$	101,551	$	32,277			$	133,828
Obligations of U.S. government corporations and agencies		39,458,087		38,527	$	282,074		39,214,540
Mortgage-backed securities		16,291,492		9,347		72,876		16,227,963
Obligations of states and political subdivisions		16,997,965		863,774		—		17,861,739
Total available-for-sale		72,849,095		943,925		354,950		73,438,070
Restricted stock		2,790,400		—		—		2,790,400
Total securities	$	75,639,495	$	943,925	$	354,950	$	76,228,470

8.

CSB BANCORP, INC.

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

ITEM 2 — MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion focuses on the consolidated financial condition of CSB Bancorp, Inc. and its subsidiary at June 30, 2005, compared to December 31, 2004, and the consolidated results of operations for the six month and quarterly periods ending June 30, 2005 compared to the same periods in 2004. The purpose of this discussion is to provide the reader with a more thorough understanding of the consolidated financial statements. This discussion should be read in conjunction with the interim consolidated financial statements and related footnotes.

FORWARD-LOOKING STATEMENTS

Certain statements contained in this report that are not historical facts are forward-looking statements that are subject to certain risks and uncertainties. When used herein, the terms “anticipates,” “plans,” “expects,” “believes,” and similar expressions as they relate to the Company or its management are intended to identify such forward-looking statements. The Company’s actual results, performance or achievements may materially differ from those expressed or implied in the forward-looking statements. Risks and uncertainties that could cause or contribute to such material differences include, but are not limited to, general economic conditions, interest rate environment, competitive conditions in the financial services industry, changes in law, governmental policies and regulations, and rapidly changing technology affecting financial services.

The Company does not undertake, and specifically disclaims any obligation, to publicly revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

FINANCIAL CONDITION

Total assets were $311.2 million at June 30, 2005, compared to $317.3 million at December 31, 2004, representing a decrease of $6.1 million or 1.9%. Cash and cash equivalents decreased $5.8 million or 37.0%, during the six-month period ending June 30, 2005, due to a $2.7 million decrease in cash and due from banks and a $3.0 million decrease in Federal funds sold. Securities decreased $7.0 million or 9.2% during the first six months of 2005 principally due to the sale of $5.1 million of securities during the first quarter of 2005. Net loans increased $5.6 million (2.6%) while deposits and Federal Home Loan Bank borrowings decreased $2.6 million (1.0%) and $5.4 million (28.9%), respectively during the six-month period. Federal funds purchased increased $2.3 million during the period as a liquidity source to cover loan demand as well as repayments of the more costly Federal Home Loan Bank borrowings.

9.

CSB BANCORP, INC.

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

Net loans increased $5.6 million, or 2.6% during the six-month period ended June 30, 2005. This increase was due to a combination of increased loan demand and production within the Company’s market area. The allowance for loan losses amounted to $2,377,000, or 1.06% of total loans at June 30, 2005, compared to $2,575,000 or 1.18% of total loans at December 31, 2004. The decrease in the allowance for loan losses as a percentage of total loans is largely due to the charge-off and transfer of two large problem credits in 2005, as described below. The components of the change in the allowance for loan losses during the six-month period ended June 30, 2005 included a provision of $212,000 and net loan charge-offs of $410,000. Loans past due more than 90 days and still accruing interest and loans placed on nonaccrual status aggregated $766,000, or .34% of total loans at June 30, 2005, compared to $1,671,000 or 0.77% of total loans at December 31, 2004.

The ratio of net loans to deposits was 90.1%, compared to 86.9% at December 31, 2004. The increase in this ratio is due to loan growth coupled with deposit shrinkage experienced during the six months ended June 30, 2005.

During the second quarter of 2005, property securing two commercial loans was obtained through foreclosure resulting in net loan charge-offs of $410,000 and a transfer of $625,000.

The Company had net unrealized gains of $167,000 within its securities portfolio at June 30, 2005 compared to net unrealized losses of $524,000 at March 31, 2005 and net unrealized gains of $589,000 at December 31, 2004. Management has considered industry analyst reports, sector credit reports and the volatility within the bond market in concluding that the gross unrealized losses of $302,118 within the portfolio as of June 30, 2005 were primarily the result of customary and expected fluctuations in the bond market. As a result, all security impairments as of June 30, 2005 are considered temporary.

The decrease in Federal Home Loan Bank borrowings resulted from the repayment of a $5 million maturing advance. Other liquidity sources, consisting of securities sold under repurchase agreements and federal funds purchased, increased a combined $1.3 million.

Total shareholders’ equity amounted to $36.5 million or 11.7% of total assets, at June 30, 2005, compared to $36.2 million, or 11.4% of total assets, at December 31, 2004. The increase in shareholders’ equity during the six months ended June 30, 2005 was due to net income of $1,281,000, partially offset by dividends declared of $741,000 and a decrease in unrealized gain on available-for-sale securities, net of tax, of $278,000. The Company and its subsidiary met all regulatory capital requirements at June 30, 2005.

10.

CSB BANCORP, INC.

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

RESULTS OF OPERATIONS
Three months ended June 30, 2005 and 2004

For the quarter ended June 30, 2005, the Company recorded net income of $614,000, or $.23 per share, as compared to net income of $606,000 or $.23 per share for the quarter ended June 30, 2004. The increase in net income for the quarter of $8,000 was principally due to a $252,000 increase in net interest income, partially offset by a $98,000 increase in non-interest expenses and a $102,000 increase in the federal income tax provision.

Interest income for the quarter ended June 30, 2005 was $4,219,000 representing a $475,000 increase or 12.7%, compared to the same period in 2004. This increase was primarily due to an increase in loan interest rates. Interest expense for the quarter ended June 30, 2005 was $1,190,000, an increase of $223,000, or 23.1%, from the same period in 2004. The increase in interest expense occurred due to an increase in average rate paid on all interest-bearing liabilities.

The provision for loan losses for the quarter ended June 30, 2005 was $106,000, compared to a $79,000 provision for the same quarter in 2004. The provision for loan losses is determined based on management’s calculation of the allowance for loan losses, which includes provisions for classified loans, as well as for the remainder of the portfolio based on historical data, including past charge-offs, and current economic trends.

Non-interest income for the quarter ended June 30, 2005 was $554,000, a decrease of $18,000, or 3.1%, compared to the same quarter in 2004. This decrease was primarily due to the Company exiting credit card merchant servicing during the last half of 2004, resulting in a reduction in other income of $55,000 for the quarter. These decreases were offset by increases in core deposit service charge income of $23,000 and trust and brokerage income of $7,000.

Non-interest expenses for the quarter ended June 30, 2005 increased $98,000, or 3.9%, compared to the second quarter of 2004. This increase was due primarily to the increase of $60,000 in salary and employee benefits with an overall increase in head count and benefit expense partially offset by a $35,000 or 18.6%, decrease in professional and director fees, largely due to a decrease in the use of third-party consultants.

Six months ended June 30, 2005 and 2004

Net income for the six months ending June 30, 2005, was $1,281,000 or $.48 per share, as compared to $1,128,000 or $.43 per share during the same period in 2004. Return on average assets and return on average equity were .82% and 7.11%, respectively, for the six- month period of 2005 compared to .73% and 6.51%, respectively for 2004.

Net interest income was $5,957,000 for the six months ended June 30, 2005, an increase of $485,000 or 8.9% from the same period last year. Total non-interest expenses

11.

CSB BANCORP, INC.

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

increased $261,000 or 5.2%, for the six month period ended June 30, 2005, as compared to the same period of 2004 while non-interest income increased $264,000, or 24.6%. These improvements in net income were partially offset by an increase to the provision for loan losses of $39,000.         .

Interest income for the six months ended June 30, 2005 was $8,193,000, an increase of $782,000 or 10.6% from the same period in 2004. Interest income on loans increased $877,000 or 14.7% for the six months ended June 30, 2005 as compared to the same period in 2004. This increase was primarily due to an increase of 67 basis points on average loan rates coupled with an overall increase in average gross loan balances of $5.7 million. Interest income on securities decreased $61,000, or 4.2%, as average investment balances declined $3.1 million and were used to fund loan growth.

Interest expense increased $297,000 to $2,236,000 for the six months ended June 30, 2005, compared to the six months ended June 30, 2004. Interest expense on deposits increased $240,000 or 14.8%, from the same period as last year, while interest expense on other borrowings increased $57,000 or 18.0%. The increase in deposit interest expense was caused by the higher rates on all interest bearing deposit accounts. The net interest margin improved by 13 basis points for the six-month period ended June 30, 2005 to 4.20% from 4.06% for the same period in 2004.

The provision for loan losses was $212,000 during the first six months of 2005, compared to $173,000 in the same six-month period of 2004. The provision or credit for loan losses is determined based on management’s calculation of the allowance for loan losses, which includes provisions for classified loans, as well as for the remainder of the portfolio based on historical data, including past charge-offs, and current economic trends.

Non-interest income increased $264,000, or 24.6%, during the six months ended June 30, 2005, as compared to the same period in 2004. The increase in non-interest income was primarily due to an increase of $221,000 on sale of securities in 2005 and a $53,000 increase in service charges on deposit accounts. Non-interest expenses increased $261,000, or 5.2%, for the six months ended June 30, 2005, compared to the same period in 2004. Salaries and employee benefits increased $203,000 or 8.0% as a result of increased staffing, as well as employee benefit cost increases. Professional and director fees decreased $64,400 or 17.3%, primarily a result of discontinuing the use of several third-party consultants. Other expense increased $99,000 during the first six months of 2005 partially as a result of two robberies at a branch office and the resulting increase in security costs following those robberies. The bank has also recognized increased costs of the Trust Department expansion in Wooster.

The provision for income taxes was $488,000 (effective rate of 27.6%) for the six months ended June 30, 2005, compared to $192,000 (effective rate of 14.5%) for the six months ended June 30, 2004. The increase in the effective tax rate resulted from a decrease in tax-exempt interest income as a portion of total income before income taxes.

12.

CSB BANCORP, INC.

ITEM 3 QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in the quantitative and qualitative disclosures about market risks as of June 30, 2005 from that presented in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004. Management performs a quarterly analysis of the Company’s interest rate risk. All positions are currently within the Board-approved policy.

ITEM 4 CONTROLS AND PROCEDURES

With the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that:

(a) information required to be disclosed by the Company in this Quarterly Report on Form 10-Q would be accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure;

(b) information required to be disclosed by the Company in this Quarterly Report on Form 10-Q would be recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms; and

(c) the Company’s disclosure controls and procedures are effective as of the end of the period covered by this Quarterly Report on Form 10-Q to ensure that material information relating to the Company and its consolidated subsidiary is made known to them, particularly during the period for which our periodic reports, including this Quarterly Report on Form 10-Q, are being prepared.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There were no changes during the period covered by this Quarterly Report on Form 10-Q in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

13.

CSB BANCORP, INC.

FORM 10-Q
Quarter ended June 30, 2005

PART II — OTHER INFORMATION

Item 1 — Legal Proceedings:

     There are no matters required to be reported under this item.

Item 2 — Unregistered Sales of Equity Securities and Use of Proceeds:

     There are no matters required to be reported under this item.

Item 3 — Defaults Upon Senior Securities:

     There are no matters required to be reported under this item.

Item 4 — Submission of Matters to a Vote of Security Holders:

The 2005 Annual Meeting of Shareholders of the Company was held on April 27, 2005. Matters submitted to a vote of the security holders at the meeting was the election of three members to the Board of Directors, each to continue in office until the 2008 Annual Shareholders’ Meeting.

Nominee	For		Withheld
Robert K. Baker		2,001,319		32,178
J. Thomas Lang		1,745,914		287,583
John J. Limbert		2,022,299		11,198

The following individuals continued as directors of CSB following the 2005 Annual Meeting of Shareholders:

Ronald E. Holtman
Daniel J. Miller
Jeffery A. Robb Sr.
Samuel M. Steimel
Eddie L. Steiner
John R. Waltman

To amend the CSB Bancorp, Inc. Share Equity Incentive plan to increase the number of shares available for grant from 75,000 to 200,000 shares.

For 1,397,808
Against 298,671
Abstain 99,561

Item 5 — Other Information:

     There are no matters required to be reported under this item.

14.

CSB BANCORP, INC.

FORM 10-Q
Quarter ended June 30, 2005
PART II — OTHER INFORMATION

Item 6 — Exhibits:

Exhibit
Number	Description of Document
11	Statement Regarding Computation of Per Share Earnings (reference is hereby made to Consolidated Statements of Income on page 4 hereof.)
31.1	Rule 13a-14(a)/15d-14(a) CEO’s Certification
31.2	Rule 13a-14(a)/15d-14(a) CFO’s Certification
32.1	Section 1350 CEO’s Certification
32.2	Section 1350 CFO’s Certification

15.

CSB BANCORP, INC.

SIGNATURES

Pursuant to the requirements 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. (Registrant)
Date: August 10, 2005	/s/ John J. Limbert
	John J. Limbert
	President Chief Executive Officer
Date: August 10, 2005	/s/ Paula J. Meiler
	Paula J. Meiler
	Senior Vice President Chief Financial Officer

16.

CSB BANCORP, INC.

Index to Exhibits

Exhibit		Sequential
Number	Description of Document	Page
11	Statement Regarding Computation of Per Share Earnings (reference is hereby made to Consolidated Statements of Income on page 4 hereof.)
31.1	Rule 13a-14(a)/15d-14(a) CEO’s Certification
31.2	Rule 13a-14(a)/15d-14(a) CFO’s Certification
32.1	Section 1350 CEO’s Certification
32.2	Section 1350 CFO’s Certification

17.

EX-11

CSB BANCORP, INC.

EXHIBIT 11

STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2005		2004		2005		2004
Basic Earnings Per Share
Net income	$	613,744	$	606,490	$	1,280,557	$	1,127,941
Weighted average common shares		2,644,968		2,644,350		2,644,966		2,644,350
Basic Earnings Per Share	$	0.23	$	0.23	$	0.48	$	0.43
Diluted Earnings Per Share
Net income	$	613,744	$	606,490	$	1,280,557	$	1,127,941
Weighted average common shares		2,644,968		2,644,350		2,644,966		2,644,350
Weighted average effect of assumed stock options		3,318		4,206		3,199		3,954
Total		2,648,286		2,648,556		2,648,165		2,648,304
Diluted Earnings Per Share	$	0.23	$	0.23	$	0.48	$	0.43

18.

EX-31.1

CSB BANCORP, INC.

EXHIBIT 31.1

Rule 13a-14(a)/15d-14(a) Certification
President and Chief Executive Officer

I, John J. Limbert, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of CSB Bancorp, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
c)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

19.

CSB BANCORP, INC.

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 10, 2005

/s/ John J. Limbert

John J. Limbert

President and

Chief Executive Officer

20.

EX-31.2

CSB BANCORP, INC.

EXHIBIT 31.2

Rule 13a-14(a)/15d-14(a) Certification

Senior Vice President and Chief Financial Officer

I, Paula J. Meiler, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of CSB Bancorp, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
c)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

21.

CSB BANCORP, INC.

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial data; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 10, 2005

/s/ Paula J. Meiler

Paula J. Meiler

Senior Vice President and Chief Financial Officer

22.

EX-32.1

CSB BANCORP, INC.

EXHIBIT 32.1

SECTION 1350 CERTIFICATION

In connection with the quarterly report of CSB Bancorp, Inc. (the “Company”) on Form 10-Q for the six-month period ended June 30, 2005 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John J. Limbert, President and Chief Executive Officer, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ John J. Limbert

John J. Limbert

President and Chief Executive Officer

*   This certification is being furnished as required by Rule 13a-14(b) under the Securities Exchange Act of 1934 (the “Exchange Act”) and Section 1350 of Chapter 63 of Title 18 of the United States Code, and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section. This certification shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except as otherwise stated in such filing.

23.

EX-32.2

CSB BANCORP, INC.

EXHIBIT 32.2

SECTION 1350 CERTIFICATION

In connection with the quarterly report of CSB Bancorp, Inc. (the “Company”) on Form 10-Q for the six-month period ended June 30, 2005 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Paula J. Meiler, Senior Vice President and Chief Financial Officer, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Paula J. Meiler

Paula J. Meiler

Senior Vice President and Chief Financial Officer

*   This certification is being furnished as required by Rule 13a-14(b) under the Securities Exchange Act of 1934 (the “Exchange Act”) and Section 1350 of Chapter 63 of Title 18 of the United States Code, and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section. This certification shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except as otherwise stated in such filing.

24.