CSB FINANCIAL GROUP INC
8-K, 1999-02-17
SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED
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                 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)  January 11, 1999
                                                  ----------------

                     CSB Financial Group, Inc.
      -------------------------------------------------------
       (Exact name of registrant as specified in its charter)

                              Delaware
      -------------------------------------------------------
           (State or other jurisdiction of incorporation)

          0-26650                                 37-1336338
- -------------------------                    -------------------
(Commission File Number)                        (IRS Employer
                                             Identification No.)

200 South Poplar Street
Centralia, Illinois                                       62801
- -----------------------------------------------------------------
(Address of principal executive offices)               (Zip Code)

Registrant's telephone number, including area code   (618) 532-1918
                                                     ---------------







                Exhibit Index is located on page 4.

<PAGE> 2

Item 5.   Other Events
          ------------

          On January 11, 1999, the Registrant announced that it
          had transferred the quotation of its common stock from
          the Nasdaq SmallCap Market to the OTC Bulletin Board. 
          Additional information concerning this event can be
          found in the Registrant's press release, which is
          attached hereto as Exhibit 99.


Item 7.   Financial Statements, Pro Forma
          Financial Information and Exhibits
          ----------------------------------


          Exhibit 99     January 11, 1999 Press Release

<PAGE> 3

                             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 FINANCIAL GROUP, INC.


                         By:    /s/ K. Gary Reynolds
                            ----------------------------------
                              K. Gary Reynolds
                              President and Chief Executive Officer

Dated: February 16, 1999

<PAGE> 4

                           EXHIBIT INDEX

Number              Description                        Page Number
- ------              -----------                        -----------

  99                January 11, 1999 Press Release               5


                                                          EXHIBIT 99


                       FOR IMMEDIATE RELEASE

FOR FURTHER INFORMATION CONTACT:
- -------------------------------

Mr. K. Gary Reynolds
President and Chief Executive Officer
CSB Financial Group, Inc.
(618) 532-1918

Centralia, Illinois (January 11, 1999) - Mr. K. Gary Reynolds,
President and Chief Executive Officer of CSB Financial Group, Inc.
(OTC: CSBF), announced today that the Company has transferred the
quotation of its common stock from the Nasdaq SmallCap Market to
the OTC Bulletin Board, effective immediately.  This change has
occurred because the number of publicly-traded shares of the
Company's common stock has declined since the Company's initial
public stock offering in 1995 and, as a result, the Company does
not meet the minimum public float requirement necessary for
continued quotation on the Nasdaq SmallCap Market.  The Company's
stock symbol has not changed; it remains "CSBF."

CSB Financial Group, Inc. is the bank holding company for
Centralia Savings Bank, Centralia, Illinois.  At September 30,
1998, CSB Financial Group, Inc. had total assets and stockholders'
equity of $46.4 million and $10.1 million, respectively.



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