8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) April 22, 2008

CSB Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Ohio	0-21714	34-1687530
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification Number)

91 North Clay Street, P.O. Box 232,
Millersburg, Ohio	44654
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code (330) 674-9015

Not Applicable
(Former Name or former address if changed since last report)

Check the appropriate box below if the Form 8-k filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On April 22, 2008 CSB Bancorp, Inc. issued a press release announcing its earnings for the three month period ended March 31, 2008. A copy of this press release and related financial tables are furnished herein as Exhibit 99.1. A copy of the shareholders’ brochure is furnished as Exhibit 99.2.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

( c ) Exhibits

99.1 Press release and Quarterly Report for CSB Bancorp, Inc. for the quarter ended March 31, 2008.

99.2 Shareholder brochure for CSB Bancorp, Inc. Quarterly Report for the quarter ended March 31, 2008.

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 hereunto duly authorized.

	CSB Bancorp, Inc.
	By:	/s/ Paula J. Meiler
		Paula J. Meiler
Date: April 22, 2008		Senior Vice President and
		Chief Financial Officer

EX-99.1

EXHIBIT 99.1

CSB BANCORP, INC. REPORTS INCREASED EARNINGS IN FIRST QUARTER 2008

First Quarter Highlights

• Net Income of $1,002,000

• Diluted earnings per share of $0.41

• Return on average common equity of 10.89%

• Return on average assets of 1.17%

Millersburg, Ohio – April 22, 2008 – CSB Bancorp, Inc. (OTCBB: CSBB.ob) today announced first quarter 2008 net income of $1.0 million, or $.41 per basic and diluted share, as compared to $815 thousand, or $.33 per basic and diluted share for the same period in 2007.

Annualized returns on average common equity (“ROE”) and average assets (“ROA”) for the quarter were 10.89% and 1.17%, respectively, compared with 9.37% and 1.02% for the first quarter of 2007.

Net interest income of $3.4 million increased $124 thousand or 3.8% over the same quarter in the prior year, while declining by $26 thousand or 0.8% from the immediate prior quarter.

Revenue (defined as net interest income on a fully tax-equivalent basis plus non-interest income net of securities transactions) totaled $4.3 million for the first quarter of 2008, compared with $3.9 million in the prior-year first quarter, an increase of 10.7%.

Eddie Steiner, President and CEO stated, “We have maintained earnings momentum through active management of our balance sheet. During the past quarter we sold our credit card portfolio, which represented less than 1% of total loans outstanding and was yielding unacceptably low returns for the associated risks. We continue to avoid sub-prime exposure and our net interest margin of 4.19% was accomplished without adding undue risk to the investment or loan portfolios.”

Non-interest expense totaled $2.7 million during the quarter, an increase of $109 thousand, or 4.1%, from first quarter 2007. The Company’s first quarter efficiency ratio (defined as operating expenses divided by revenue) improved to 62.6% as compared to same quarter results in the prior year of 66.5%.

Federal income tax expense was $498 thousand for first quarter 2008, reflecting an effective tax rate of 33.2%, compared to $389 thousand for the same quarter in 2007, or 32.3%. The increase in the effective tax rate was primarily the result of comparatively lower tax-free interest income due to sales and maturities of bonds within the Company’s tax-free investment portfolio during 2007 and 2008.

Total assets averaged $343 million during the quarter, an increase of $20 million, or 6.1% above the same quarter in the prior year. Average loan balances of $254 million reflect an increase of $21 million, or 8.9%, over first quarter of the prior year, while average securities balances declined $692 thousand, or 1.0% as compared to first quarter 2007.

At March 31, 2008, assets totaled $345 million, up $22 million, or 6.9% from March 31, 2007. Quarter-end loans of $247 million were $11 million, or 4.7%, above total loans at the end of the same quarter in 2007. Quarter-end securities investment balances of $66 million reflect a decrease of $3 million, or 4.2% from the same quarter of the prior year.

Average commercial loans, including commercial real estate, increased $5.4 million or 3.6% during the quarter, residential mortgage and home equity average balances grew $75 thousand, or 0.1% during the quarter, while consumer installment, credit card and other average loan balances declined by $565 thousand, or 6.3% primarily due to the sale of the Company’s $2.0 million credit card portfolio.

As of March 31, 2008, nonperforming assets totaled $432 thousand, or .17% of period-end loans plus other real estate, compared with $673 thousand, or .26%, at the prior quarter-end. Net charge-offs for the quarter totaled $2 thousand, or an annualized rate of .00% of average total loans. Steiner continued, “Nonperforming assets have declined in each of the past three quarters and, combined with very modest charge-offs, continue to provide earnings stability and financial strength to the Company during this period of lagging economic conditions.”

The Company’s allowance for loan losses at March 31, 2008 was 1.09% of period end loans and the Company funded $107 thousand in loan loss provision during the first quarter. The ratio of allowance for loan losses to nonperforming loans stood at 624% at quarter-end.

Liabilities totaled $308 million at March 31, 2008, down $6 million or 2.0% from the prior quarter-end. Deposit balances totaled $247 million at quarter-end, a decrease of $12 million, or 4.8% from the prior quarter-end. Short-term and other borrowings amounted to $58 million as of March 31, an increase of $5 million or 9.7% for the quarter as the company took advantage of favorable borrowing rates to lower its total cost of funds.

Average deposit balances of $251 million declined $5 million during the quarter, or 1.8%. Within the deposit category, average non interest-bearing account balances decreased $3.4 million, or 7.8%. Average balances for interest bearing checking, money market and savings accounts declined a total of $0.8 million, or 0.9%, while average time deposit balances declined $.4 million, or 0.3% during the quarter.

Shareholders’ equity totaled $37 million on March 31, 2008 with 2.4 million common shares outstanding at quarter-end. CSB’s capital position remains strong, with tangible equity to assets at 10.8% on March 31, 2008, compared to 10.4% on December 31, 2007. Commenting on the current economic environment, Steiner noted, “We expect volatile interest rates, soft housing demand, and general economic difficulties to continue through much of 2008. We remain vigilant, and are actively exploring opportunities to strategically leverage our strong capital position into expanded presence in current and nearby markets.”

The Company declared a common dividend of $.18 per share during the quarter.

About CSB Bancorp, Inc.

CSB is a financial holding company headquartered in Millersburg, Ohio, with approximate assets of $340 million as of March 31, 2008. CSB provides a complete range of banking and other financial services to consumers and businesses through its wholly owned subsidiary, The Commercial and Savings Bank, with ten banking centers in Holmes, Tuscarawas and Wayne counties and Trust offices located in Millersburg and Wooster, Ohio.

Forward-Looking Statement

This release contains forward-looking statements relating to present or future trends or factors affecting the banking industry, and specifically the financial condition and results of operations, including without limitation, statements relating to the earnings outlook of the Company, as well as its operations, markets and products. Actual results could differ materially from those indicated. Among the important factors that could cause results to differ materially are interest rate changes, softening in the economy, which could materially impact credit quality trends and the ability to generate loans, changes in the mix of the Company’s business, competitive pressures, changes in accounting, tax or regulatory practices or requirements and those risk factors detailed in the Company’s periodic reports and registration statements filed with the Securities and Exchange Commission. The Company undertakes no obligation to release revisions to these forward-looking statements or reflect events or circumstances after the date of this release.

Contact Information:
Paula J. Meiler, SVP & CFO
330-763-2873
paula.meiler@csb1.com

CSB BANCORP, INC.
CONSOLIDATED FINANCIAL HIGHLIGHTS

(Unaudited)
(Dollars in thousands except per share data)

	Quarters
	2008			2007			2007			2007			2007
EARNINGS	1st Qtr			4th Qtr			3rd Qtr			2nd Qtr			1st Qtr
Net interest income FTE (a)	$	3,406		$	3,437		$	3,426		$	3,313		$	3,294
Provision for loan losses		107			119			151			124			78
Other income		955			725			762			902			646
Other expenses		2,728			2,713			2,722			2,647			2,619
FTE adjustment (a)		26			31			36			38			39
Net income		1,002			880			863			956			815
Diluted EPS		0.41			0.35			0.35			0.39			0.33
PERFORMANCE RATIOS
Return on average assets (ROA)		1.17	%		1.05	%		1.04	%		1.17	%		1.02	%
Return on average common equity (ROE)		10.89	%		9.54	%		9.55	%		10.85	%		9.37	%
Net interest margin FTE (a)		4.19	%		4.34	%		4.37	%		4.30	%		4.40	%
Efficiency ratio		62.55	%		65.36	%		65.00	%		62.88	%		66.47	%
Number of full-time equivalent employees		126			127			135			128			124
MARKET DATA
Book value/common share	$	15.22		$	14.82		$	14.60		$	14.26		$	14.18
Period-end common share mkt value		16.14			17.75			17.00			17.75			17.57
Market as a % of book		106.05	%		119.76	%		117.42	%		124.48	%		123.94	%
PE ratio		9.84			12.68			12.14			11.38			13.31
Cash dividends/common share	$	0.18		$	0.18		$	0.18		$	0.18		$	0.18
Common stock dividend payout ratio		43.90	%		51.43	%		51.43	%		46.15	%		54.55	%
Average basic common shares		2,444,597			2,455,938			2,462,885			2,461,918			2,487,087
Average diluted common shares		2,444,642			2,456,250			2,462,885			2,463,240			2,487,087
Period end common shares outstanding		2,440,850			2,447,624			2,462,880			2,462,888			2,462,931
Common shares repurchased		6,774			15,216			8			43			36,290
Common stock market capitalization	$	39,395		$	43,445		$	42,209		$	43,716		$	43,274
ASSET QUALITY
Gross charge-offs	$	22		$	153		$	33		$	379		$	47
Net charge-offs		2			87			23			353			30
Allowance for loan losses		2,691			2,586			2,554			2,426			2,655
Nonperforming assets (NPAs)		431			673			1,092			1,635			1,585
Net charge-off/average loans ratio		0.00	%		0.14	%		0.04	%		0.59	%		0.05	%
Allowance for loan losses/period-end loans		1.09			1.01			1.04			1.00			1.13
NPAs/loans and other real estate		0.17			0.26			0.44			0.67			0.67
Allowance for loan losses/nonperforming loans		623.64			452.77			233.80			152.99			172.89
CAPITAL & LIQUIDITY
Period-end tangible equity to assets		10.77	%		10.36	%		10.89	%		10.72	%		10.83	%
Average equity to assets		10.79			11.01			10.88			10.82			10.91
Average equity to loans		14.56			14.67			14.65			14.72			15.11
Average loans to deposits		101.28			97.52			96.68			95.45			92.12
AVERAGE BALANCES
Assets	$	343,023		$	332,243		$	329,448		$	326,665		$	323,327
Earning assets		326,966			314,236			310,884			308,703			303,899
Loans		254,277			249,394			244,675			240,208			233,434
Deposits		251,060			255,729			253,073			251,660			253,398
Shareholders’ equity		37,021			36,582			35,852			35,348			35,269
ENDING BALANCES
Assets	$	344,808		$	350,270		$	330,121		$	327,465		$	322,406
Earning assets		327,711			331,267			311,860			309,484			305,129
Loans		246,984			256,659			245,626			242,485			235,818
Deposits		247,029			259,386			253,594			250,365			253,531
Shareholders’ equity		37,148			36,278			35,948			35,119			34,915

NOTES:

(a) - Net Interest income on a fully tax-equivalent (“FTE”) basis restates interest on tax-exempt securities and loans as if such interest were subject to federal income tax at the statutory rate. Net interest income on an FTE basis is not an accounting principle generally accepted in the United States of America.

CSB BANCORP, INC.
CONSOLIDATED BALANCE SHEETS

(Unaudited)

	March 31,			March 31,
	2008			2007
ASSETS
Cash and cash equivalents
Cash and due from banks	$	10,445,660		$	10,198,513
Interest-earning deposits in other banks		40,052			70,670
Federal funds sold		14,300,000			0
Total cash and cash equivalents		24,785,712			10,269,183
Securities
Available-for-sale, at fair-value		63,243,672			66,134,517
Restricted stock, at cost		3,142,900			3,105,900
Total securities		66,386,572			69,240,417
Loans		246,983,893			235,817,903
Less allowance for loan losses		2,690,830			2,654,708
Net loans		244,293,063			233,163,195
Premises and equipment, net		7,235,361			7,423,736
Accrued interest receivable and other assets		2,107,609			2,309,077
TOTAL ASSETS	$	344,808,317		$	322,405,608
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities
Deposits:
Nontinterest-bearing	$	38,665,336		$	40,572,661
Interest-bearing		208,364,076			212,958,600
Total deposits		247,029,412			253,531,261
Short-term borrowings		24,604,161			24,687,771
Other borrowings		33,875,513			7,325,288
Accrued interest payable and other liabilities		2,151,610			1,946,062
Total liabilities		307,660,696			287,490,382
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		6,455,819			6,439,015
Retained earnings		18,552,852			16,619,212
Treasury stock at cost - 226,936 shares in 2008 and 204,855 shares in 2007		(4,712,735	)		(4,348,094	)
Accumulated other comprehensive loss		178,018			(468,574	)
Total shareholders’ equity		37,147,621			34,915,226
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	344,808,317		$	322,405,608

CSB BANCORP, INC.
CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

	Quarter ended
	March 31,
	2008		2007
Interest and dividend income:
Loans, including fees	$	4,412,704	$	4,314,520
Taxable securities		804,622		750,057
Nontaxable securities		43,878		68,511
Other		22,207		13,194
Total interest and dividend income		5,283,411		5,146,282
Interest expense:
Deposits		1,427,758		1,553,362
Other		475,888		337,628
Total interest expense		1,903,646		1,890,990
Net interest income		3,379,765		3,255,292
Provision for loan losses		107,032		78,005
Net interest income after provision for loan losses		3,272,733		3,177,287
Non-interest income
Service charges on deposits accounts		287,152		275,471
Trust services		188,664		169,638
Securities gains		0		0
Other		479,670		200,992
Total non-interest income		955,486		646,101
Non-interest expenses
Salaries and employee benefits		1,536,903		1,407,180
Occupancy expense		197,881		184,553
Equipment expense		125,450		115,918
Franchise tax expense		107,430		101,338
Professional and director fees		139,556		141,382
Other expenses		621,239		669,505
Total non-interest expenses		2,728,459		2,619,876
Income before income tax		1,499,760		1,203,512
Federal income tax provision		498,000		389,000
Net income	$	1,001,760	$	814,512
Net income per share
Basic	$	0.41	$	0.33
Diluted	$	0.41	$	0.33

Note: Certain prior year balances have been reclassified to conform to the current year presentation.

EX-99.2

Exhibit 99.2

AT OR FOR THE THREE MONTHS ENDED MARCH 31 MARCH 31, 2008 QUARTERLY REPORT            FINANCIAL HIGHLIGHTS (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) Assets Net loans Securities Deposits Shareholders’ equity Net income Earnings per share Book value per outstanding share 2008 $344,808 $244,293 $66,387 $247,029 $37,147 $1,002 $0.41 $15.22 STOCK LISTING Common: Symbol — CSBB.OB STOCK TRANSFER Registrar & Transfer Company Attn: Investor Relations 10 Commerce Drive Cranford, NJ 07016 (800) 368-5948 Copies of CSB Bancorp, Inc. S.E.C. Filings may be obtained by writing: Paula J. Meiler, CFO CSB Bancorp, Inc. 91 North Clay Street Millersburg, OH 44654 (330) 674-9015 or (800) 654-9015 ADDITIONAL STOCK INFORMATION 6/30/07 18.25 17.42 17.75 0.18 9/30/07 19.00 15.95 17.00 0.18 12/31/07 17.75 15.40 17.75 0.18 3/31/08 17.90 15.75 16.14 0.18 QUARTER ENDING JUN-06 SEP-06 DEC-06 MAR-07 JUN-07 SEP-07 DEC-07 15 16 17 18 19 20 22 21DOLLARS PER SHARE COMMON STOCK PERFORMANCE HIGH LOW CLOSING PRICE MAR-08 “Remember to call CSB for all your financial needs, whether to borrow, save or invest.” KEY RATIOS            AT OR FOR THE THREE MONTHS ENDED MARCH 31 2008 2007 Return on average assets Return on average equity Net interest margin (tax equivalent) Net loans to deposits Allowance for loan loss to total loansShareholders’ equity to total assetsEfficiency ratio 1.17% 10.89% 4.19% 98.89% 1.09% 10.77% 62.55% 1.02% 9.37% 4.40% 91.97% 1.13% 10.83% 66.47% DIRECTORS            Robert K. Baker Ronald E. Holtman J. Thomas Lang Daniel J. Miller            Jeffery A. Robb, Sr. Eddie L. Steiner John R. Waltman            Chairman EXECUTIVE OFFICERS            Eddie L. Steiner President and Chief Executive Officer Rick L. Ginther President, The Commercial & Savings Bank            Paul D. Greig Chief Operations/Information Officer Paula J. Meiler Chief Financial Officer STOCK PERFORMANCE & DIVIDENDS CASH TRADE PRICE QUARTER ENDING HIGH LOW CLOSING PRICE DIVIDEND DECLARED 6/30/06 9/30/06 12/31/06 3/31/07 20.87 20.75 20.25 19.05 20.00 18.70 18.00 17.50 20.40 19.00 19.00 17.57 0.16 0.16 0.16 0.18 2007 $322,358 $233,163 $69,285 $253,531 $34,915 $815 $0.33 $14.18

DEAR FELLOW SHAREHOLDER CONSOLIDATED STATEMENTS OF CONDITION (UNAUDITED) We are pleased to report earnings for CSB Bancorp, Inc. are off to a good start in 2008 despite challenging economic times. First quarter earnings of $1 million, or $0.41 per share were the highest of any quarter in over six years, and the highest first quarter in eight years. Much of the boost came from the sale of the Company’s credit card portfolio. However, core earnings without this one-time source of revenue were $828 thousand and still the highest first quarter earnings in eight years. We view these results as especially encouraging given the continued aggressive lowering of rates by the Federal Reserve, volatility and turmoil in the credit markets, and the somewhat soft economic conditions that generally exist in our market area. The Company’s loan portfolio continues to exhibit high credit quality. We finished the quarter with a very low level of nonperforming loans and no property held due to foreclosure activity. Only $22 thousand in loan balances were charged off during the quarter, and this amount was almost fully offset by recoveries. Securities held for investment and liquidity purposes also continue to perform as scheduled and retain high quality investment ratings. The sub-prime mortgage crisis and housing woes remain prevalent topics in the news. As previously reported to you, CSB has not participated in lower quality mortgages commonly referred to as “sub-prime” and we do not hold such mortgages in our investment portfolio. CSB remains “well-capitalized” by Federal Reserve standards, with adequate liquidity to meet all foreseeable needs. Indeed, while you may have heard that some banks are tightening credit activities and may not have adequate funds to make new loans, CSB continues to seek and welcome new lending relationships. Our sense is that general economic conditions may prove to be the single biggest challenge to core earnings growth in 2008. The nation’s slowdown in new housing starts and general concerns about a recession appear to be having somewhat of a dampening effect on a number of businesses in our market. Some individuals, as well, may delay borrowings and shift to a more conservative financial posture until much of the broader economic difficulties and uncertainty abate. However, the present market we serve is well diversified and our breadth of product lines affords the Company some degree of stability in times of turbulence. In addition, we continue to grow customer relationships in the greater Orrville area, where we opened a new banking center last year. We are also seeing opportunities to further expand the geographic boundaries of our lending, deposit and investment service activities. Difficult economic times generally provide opportunity for strong and well-positioned banks to grow, and we intend to capitalize on prudent growth opportunities as they become available. We are pleased to enclose with this letter a dividend of $.18 per share for the first quarter of 2008. Thank you for being a shareholder of CSB Bancorp, Inc., and we hope you can attend the annual shareholders’ meeting on April 23, 2008 at 7:00 p.m. in Walnut Creek, Ohio. Sincerely, EDDIE L. STEINER JOHN R. WALTMAN President and CEO Chairman CSB Bancorp, Inc. CSB Bancorp, Inc. (DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA) ASSETS: Cash and due from banks Federal funds sold Securities Net loans Premises & equipment, net Other assets            TOTAL ASSETS $344,808 $322,358 LIABILITIES: Deposits Securities sold under agreements to repurchase Short-term borrowings Other borrowings Other liabilities TOTAL LIABILITIES $307,661 $287,443 SHAREHOLDERS’ EQUITY: Common stock Additional paid-in capital Retained earnings Treasury stock Accumulated other comprehensive income (loss) MARCH 31 2008 2007 $10,486 14,300 66,387 244,293 7,235 2,107 $247,029 $253,531 22,604 21,588 2,000 3,100 33,876 7,325 2,152 1,899 $16,674 $16,674 6,455 6,439 18,553 16,619 (4,713) (4,348) 178 (469) TOTAL SHAREHOLDERS’ EQUITY TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY CONSOLIDATED STATEMENTS OF EARNINGS $37,147 $34,915 $344,808 $322,358 (UNAUDITED) (DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA) INTEREST INCOME: THREE MONTHS ENDED MARCH 31 2008 2007Interest and fees on loans $4,413 $4,314Interest on securities 849 819Other interest income 22 13TOTAL INTEREST INCOME 5,284 5,146INTEREST EXPENSE: Interest on deposits 1,428 1,553Other interest expense 476 338TOTAL INTEREST EXPENSE 1,904 1,891Net interest income 3,2553,380 Provision for loan losses 78107 Net interest income after provision for loan losses 3,1773,273 Noninterest income 646955 Noninterest expense 2,6192,728 Net income before federal income taxes 1,2041,500 Federal income tax provision 389498 $10,225— 69,285233,1637,4392,246 $815 $0.33 NET INCOME $1,002 EARNINGS PER SHARE $0.41