As filed with the Securities and Exchange Commission on October 13, 1996

                                                Registration No. 333-_________


                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                      ----------------------------------

                                   FORM S-8
                         REGISTRATION STATEMENT UNDER
                          THE SECURITIES ACT OF 1933
                      ----------------------------------

                              ASB FINANCIAL CORP.
                      ----------------------------------
            (Exact name of registrant as specified in its Articles)


               Ohio                                      31-1429488
---------------------------------           ------------------------------------
  (State or other jurisdiction              (I.R.S. Employer Identification No.)
of incorporation or organization)


                503 Chillicothe Street, Portsmouth, Ohio 45662
              ---------------------------------------------------
              (Address of Principal Executive Offices) (Zip Code)



           ASB Financial Corp. 1995 Stock Option and Incentive Plan
                      ----------------------------------
                           (Full title of the plan)

                               Gerald R. Jenkins
                              ASB Financial Corp.
                            503 Chillicothe Street
                            Portsmouth, Ohio 45662
                      ----------------------------------
                    (Name and address of agent for service)


                                (614) 354-3177
                      ----------------------------------
         (Telephone number, including area code, of agent for service)


<TABLE>
                        CALCULATION OF REGISTRATION FEE

                                      Proposed maximum  Proposed maximum
Title of             Amount to be      offering price       aggregate         Amount of
securities            registered        per share(*)        offering      registration fee
to be registered                                            price(*)
--------------------------------------------------------------------------------------------
<S>                     <C>                 <C>            <C>                  <C> 
Common Shares           171,396             $ *            $2,413,476           $483
No par value

</TABLE>

*Of the 171,396 shares being registered,  145,684 may be purchased for $13.875
per share upon the exercise of options already granted.  The offering price of
the remaining 25,712 shares,  which have been reserved for the future grant of
options,  has been determined for purposes of calculating the registration fee
pursuant to 17 C.F.R.  ss.230.457(c) for "last sale reported  over-the-counter
securities" to be $15.25 per share on November 7, 1996.


<PAGE>



                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.           Incorporation of Documents by Reference.

     The  Registrant's  Annual Report on Form 10-KSB for the fiscal year ended
June 30,  1996,  and all  documents  filed with the  Securities  and  Exchange
Commission (the  "Commission")  pursuant to the requirements of Sections 13(a)
or 15(d) of the Securities  Exchange Act of 1934  ("Exchange  Act") since that
date are hereby incorporated by reference.

     The  description of the Common Shares of the Registrant  contained in the
Registrant's  Prospectus  dated March 15, 1995, and  incorporated by reference
into the Registrant's  Registration  Statement on Form 8-A (No. 0-25906) filed
with the Commission on April 18, 1995, is hereby incorporated by reference.

     Any definitive Proxy Statement or Information Statement filed pursuant to
Section 14 of the Exchange Act and all  documents  which may be filed with the
Commission  pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent  to the  date  hereof  prior  to  the  filing  of a  post-effective
amendment which indicates that all securities  offered have been sold or which
deregisters all securities then remaining  unsold,  shall also be deemed to be
incorporated herein by reference and to be made a part hereof from the date of
filing such documents.


ITEM 4.     Description of Securities.

            Not Applicable.


ITEM 5.     Interests of Named Experts and Counsel.

            None.


ITEM 6.     Indemnification of Directors and Officers.

     A.  Division  (E) of Section  1701.13 of the Ohio  Revised  Code  governs
indemnification by a corporation and provides as follows:

          (E)(1) A corporation  may indemnify or agree to indemnify any person
     who  was or is a  party  or is  threatened  to be  made a  party,  to any
     threatened,  pending, or completed action,  suit, or proceeding,  whether
     civil, criminal,  administrative, or investigative,  other than an action
     by or in the right of the  corporation,  by reason of the fact that he is
     or was a director,  officer, employee, or agent of the corporation, or is
     or was serving at the request of the corporation as a director,  trustee,
     officer, employee, or agent of another corporation,  domestic or foreign,
     nonprofit or for profit,  partnership,  joint  venture,  trust,  or other
     enterprise,  against  expenses,  including  attorney's  fees,  judgments,
     fines, and amounts paid in settlement actually and reasonably incurred by
     him in  connection  with such action,  suit, or proceeding if he acted in
     good faith and in a manner he reasonably believed to be in or not opposed
     to the  best  interests  of the  corporation,  and  with  respect  to any
     criminal  action or  proceeding,  had no reasonable  cause to believe his
     conduct was unlawful.  The termination of any action, suit, or proceeding
     by judgment,  order,  settlement,  or conviction,  or upon a plea of nolo
     contendere or its equivalent,  shall not, of itself, create a presumption
     that the person  did not act in good faith and in a manner he  reasonably
     believed to be in or not opposed to the best interests of the corporation
     and, with respect to any criminal action or proceeding, he had reasonable
     cause to believe that his conduct was unlawful.

          (2) A corporation may indemnify or agree to indemnify any person who
     was or is a party or is threatened to be made a party, to any threatened,
     pending,  or  completed  action  or  suit  by  or in  the  right  of  the
     corporation to procure a judgment in its favor by reason of the fact that

                                     II-2

<PAGE>


     he is or was a director,  officer, employee, or agent of the corporation,
     or is or was  serving at the  request of the  corporation  as a director,
     trustee, officer,  employee or agent of another corporation,  domestic or
     foreign, nonprofit or for profit,  partnership,  joint venture, trust, or
     other enterprise,  against expenses,  including attorney's fees, actually
     and  reasonably  incurred  by him  in  connection  with  the  defense  or
     settlement  of such  action  or suit if he acted in good  faith  and in a
     manner  he  reasonably  believed  to be in or not  opposed  to  the  best
     interests of the  corporation,  except that no  indemnification  shall be
     made in respect of any of the following:

               (a) Any  claim,  issue,  or matter as to which  such  person is
          adjudged  to  be  liable  for   negligence   or  misconduct  in  the
          performance of his duty to the corporation  unless,  and only to the
          extent  that the  court of common  pleas or the court in which  such
          action or suit was brought determines upon application that, despite
          the adjudication of liability,  but in view of all the circumstances
          of the case,  such  person  is fairly  and  reasonably  entitled  to
          indemnity  for such  expenses  as the court of common  pleas or such
          other court shall deem proper;

               (b) Any  action  or suit in which the only  liability  asserted
          against a director  is  pursuant  to section  1701.95 of the Revised
          Code.

          (3) To the extent that a director,  trustee,  officer,  employee, or
     agent has been  successful  on the merits or  otherwise in defense of any
     action,  suit, or proceeding  referred to in divisions  (E)(1) and (2) of
     this section,  or in defense of any claim,  issue, or matter therein,  he
     shall  be  indemnified  against  expenses,   including  attorney's  fees,
     actually and  reasonably  incurred by him in connection  with the action,
     suit, or proceeding.

          (4)  Any  indemnification  under  divisions  (E)(1)  and (2) of this
     section, unless ordered by a court, shall be made by the corporation only
     as   authorized  in  the  specific   case  upon  a   determination   that
     indemnification of the director,  trustee, officer, employee, or agent is
     proper in the circumstances because he has met the applicable standard of
     conduct  set forth in  divisions  (E)(1)  and (2) of this  section.  Such
     determination shall be made as follows:

               (a) By a majority  vote of a quorum  consisting of directors of
          the indemnifying  corporation who were not and are not parties to or
          threatened with any such action, suit, or proceeding;

               (b) If the  quorum  described  in  division  (E)(4)(a)  of this
          section  is not  obtainable  or if a  majority  vote of a quorum  of
          disinterested   directors  so  directs,  in  a  written  opinion  by
          independent  legal counsel other than an attorney,  or a firm having
          associated with it an attorney,  who has been retained by or who has
          performed   services  for  the  corporation  or  any  person  to  be
          indemnified within the past five years;

               (c) By the shareholders; or

               (d) By the  court of common  pleas or the  court in which  such
          action, suit, or proceeding was brought.

          Any determination made by the disinterested directors under division
     (E)(4)(a) or by  independent  legal Counsel under  division  (E)(4)(b) of
     this section shall be promptly  communicated to the person who threatened
     or brought the action or suit by or in the right of the corporation under
     division  (E)(2) of this  section,  and within ten days after  receipt of
     such notification, such person shall have the right to petition the court
     of common  pleas or the  court in which  action  or suit was  brought  to
     review the reasonableness of such determination.

          (5)(a)  Unless at the time of a director's  act or omission  that is
     the subject of an action,  suit, or  proceeding  referred to in divisions
     (E)(1) and (2) of this  section,  the  articles or the  regulations  of a
     corporation  state  by  specific  reference  to this  division  that  the
     provisions  of this division do not apply to the  corporation  and unless
     the only  liability  asserted  against a director in an action,  suit, or
     proceeding  referred to in  divisions  (E)(1) and (2) of this  section is
     pursuant to section  1701.95 of the  Revised  Code,  expenses,  including
     attorney's fees, incurred by a director in defending the action, suit, or
     proceeding  shall be paid by the  corporation  as they are  incurred,  in
     advance of the final disposition of the action,  suit, or proceeding upon
     receipt of an  undertaking  by or on behalf of the  director  in which he
     agrees to do both of the following:

                                     II-3

<PAGE>


                    (i)  Repay  such  amount  if it is  proved  by  clear  and
               convincing  evidence in a court of competent  jurisdiction that
               his  action  or  failure  to act  involved  an act or  omission
               undertaken  with  deliberate  intent  to  cause  injury  to the
               corporation or undertaken with reckless  disregard for the best
               interests of the corporation;

                    (ii) Reasonably cooperate with the corporation  concerning
               the action, suit, or proceeding.

               (b)  Expenses,   including   attorney's  fees,  incurred  by  a
          director,  trustee,  officer,  employee,  or agent in defending  any
          action,  suit, or proceeding referred to in divisions (E)(1) and (2)
          of  this  section,  may be  paid  by the  corporation  as  they  are
          incurred,  in advance of the final disposition of the action,  suit,
          or  proceeding  as  authorized by the directors in the specific case
          upon  receipt  of an  undertaking  by or on behalf of the  director,
          trustee,  officer,  employee,  or agent to repay such amount,  if it
          ultimately is determined  that he is not entitled to be  indemnified
          by the corporation.

          (6) The  indemnification  authorized  by this  section  shall not be
     exclusive  of, and shall be in addition to, any other  rights  granted to
     those seeking  indemnification  under the articles of the  regulations or
     any  agreement,  vote of  shareholders  or  disinterested  directors,  or
     otherwise, both as to action in his official capacity and as to action in
     another  capacity  while holding such office,  and shall continue as to a
     person who has ceased to be a director,  trustee,  officer,  employee, or
     agent  and  shall  inure to the  benefit  of the  heirs,  executors,  and
     administrators of such a person.

          (7) A  corporation  may purchase  and maintain  insurance or furnish
     similar protection,  including but not limited to trust funds, letters of
     credit, or self-insurance, on behalf of or for any person who is or was a
     director,  officer,  employee, or agent of the corporation,  or is or was
     serving  at  the  request  of the  corporation  as a  director,  trustee,
     officer, employee, or agent of another corporation,  domestic or foreign,
     nonprofit  or  profit,  partnership,   joint  venture,  trust,  or  other
     enterprise,  against any liability  asserted  against him and incurred by
     him in any such capacity,  or arising out of his status as such,  whether
     or not the corporation would have the power to indemnify him against such
     liability  under  this  section.  Insurance  may  be  purchased  from  or
     maintained  with a  person  in  which  the  corporation  has a  financial
     interest.

          (8) The authority of a corporation to indemnify  persons pursuant to
     divisions  (E)(1) and (2) of this  section  does not limit the payment of
     expenses  as they  are  incurred,  indemnification,  insurance,  or other
     protection that may be provided  pursuant to divisions  (E)(5),  (6), and
     (7) of this  section.  Divisions  (E)(1)  and (2) of this  section do not
     create any obligation to repay or return payments made by the corporation
     pursuant to division (E)(5), (6), or (7).

          (9) As used in this division,  references to "corporation"  includes
     all constituent  corporations in a consolidation or merger and the new or
     surviving  corporation,  so that  any  person  who is or was a  director,
     officer,  employee, or agent of such a constituent corporation,  or is or
     was serving at the request of such constituent corporation as a director,
     trustee, officer, employee, or agent of another corporation,  domestic or
     foreign, nonprofit or for profit,  partnership,  joint venture, trust, or
     other  enterprise,  shall stand in the same  position  under this section
     with  respect to the new or surviving  corporation  as he would if he had
     served the new or surviving corporation in the same capacity.

     B. Article Five of the Registrant's  regulations governs  indemnification
by Registrant and provides as follows:

          Section  5.01.  Mandatory  Indemnification.  The  corporation  shall
     indemnify  any  officer or director  of the  corporation  who was or is a
     party or is threatened to be made a party to any  threatened,  pending or
     completed   action,   suit  or  proceeding,   whether  civil,   criminal,
     administrative  or  investigative  (including,  without  limitation,  any
     action  threatened or instituted by or in the right of the  corporation),
     by reason of the fact that he is or was a director,  officer, employee or
     agent of the  corporation,  or is or was  serving  at the  request of the
     corporation as a director, trustee, officer, employee or agent of another
     corporation (domestic or foreign, nonprofit or for profit),  partnership,
     joint venture,  trust or other enterprise,  against expenses  (including,
     without  limitation,  attorneys' fees, filing fees, court reporters' fees
     and transcript  costs),  judgments,  fines and amounts paid in settlement

                                     II-4

<PAGE>


     actually and reasonably  incurred by him in connection  with such action,
     suit  or  proceeding  if he  acted  in  good  faith  and in a  manner  he
     reasonably  believed to be in or not opposed to the best interests of the
     corporation,  and with respect to any criminal  action or proceeding,  he
     had no  reasonable  cause to believe his conduct was  unlawful.  A person
     claiming  indemnification  under this Section 5.01 shall be presumed,  in
     respect  of  any  act  or   omission   giving  rise  to  such  claim  for
     indemnification,  to  have  acted  in  good  faith  and  in a  manner  he
     reasonably  believed to be in or not opposed to the best interests of the
     corporation,  and with  respect to any  criminal  matter,  to have had no
     reasonable cause to believe his conduct was unlawful, and the termination
     of any action,  suit or  proceeding  by judgment,  order,  settlement  or
     conviction,  or upon a plea of nolo contendere or its  equivalent,  shall
     not, of itself, rebut such presumption.

          Section 5.02. Court-Approved Indemnification.  Anything contained in
     the Regulations or elsewhere to the contrary notwithstanding:

          (A) the  corporation  shall not indemnify any officer or director of
     the  corporation  who  was a  party  to  any  completed  action  or  suit
     instituted by or in the right of the corporation to procure a judgment in
     its favor by reason  of the fact that he is or was a  director,  officer,
     employee or agent of the corporation, or is or was serving at the request
     of the Corporation as a director,  trustee, officer, employee or agent of
     the  corporation   (domestic  or  foreign,   nonprofit  or  for  profit),
     partnership,  joint venture, trust or other enterprise, in respect of any
     claim,  issue or matter  asserted  in such  action or suit as to which he
     shall have been adjudged  liable for acting with  reckless  disregard for
     the  best  interests  of  the  corporation  or  misconduct   (other  than
     negligence) in the performance of his duty to the corporation  unless and
     only to the extent that the Court of Common Pleas of Scioto County,  Ohio
     or the court in which such  action or suit was  brought  shall  determine
     upon application  that,  despite such  adjudication or liability,  and in
     view of all the  circumstances  of the case, he is fairly and  reasonably
     entitled to such  indemnity  as such Court of Common  Pleas or such other
     court shall deem proper; and

          (B)  the   corporation   shall   promptly   make  any  such   unpaid
     indemnification  as is determined by a court to be proper as contemplated
     by this Section 5.02.

          Section 5.03.  Indemnification  for Expenses.  Anything contained in
     the   Articles,   the   Regulations   or   elsewhere   to  the   contrary
     notwithstanding,  to the  extent  that  an  officer  or  director  of the
     corporation  has been successful on the merits or otherwise in defense of
     any action, suit or proceeding referred to in Section 5.01, or in defense
     of any claim, issue or matter therein,  he shall be promptly  indemnified
     by the  corporation  against  expenses  (including,  without  limitation,
     attorneys' fees, filing fees, court reporters' fees and transcript costs)
     actually and reasonably incurred by him in connection therewith.

          Section 5.04.  Determination Required. Any indemnification  required
     under Section 5.01 and not precluded  under Section 5.02 shall be made by
     the corporation only upon a determination  that such  indemnification  of
     the officer or director is proper in the circumstances because he has met
     the  applicable  standard  of  conduct  set forth in Section  5.01.  Such
     determination  may be  made  only  (A) by a  majority  vote  of a  quorum
     consisting  of  directors  of the  corporation  who  were not and are not
     parties to, or threatened with, any such action,  suit or proceeding,  or
     (B) if such a quorum is not  obtainable  or if a majority  of a quorum of
     disinterested  directors so directs,  in a written opinion by independent
     legal counsel other than an attorney, or a firm having associated with it
     any  attorney,  who  has  been  retained  by or who has  performed  legal
     services for the corporation, or any person to be indemnified, within the
     past  five  years,  or (C) by the  shareholders,  or (D) by the  Court of
     Common Pleas of Scioto  County,  Ohio or (if the  corporation  is a party
     thereto) the court in which such action,  suit or proceeding was brought,
     if any; any such  determination may be made by a court under division (D)
     of this Section 5.04 at any time, including, without limitation, any time
     before,  during  or after  the time  when any such  determination  may be
     requested  of,  be  under   consideration  by  or  have  been  denied  or
     disregarded  by the  disinterested  directors  under  division  (A) or by
     independent legal counsel under division (B) or by the shareholders under
     division (C) of this Section 5.04;  and no failure for any reason to make
     any such  determination,  and no decision for any reason to deny any such
     determination,  by the  disinterested  directors under division (A) or by
     independent  legal counsel under  division (B) or by  shareholders  under
     division  (C) of this  Section  5.04 shall be evidence in rebuttal of the
     presumption  recited  in  Section  5.01.  Any  determination  made by the
     disinterested  directors  under  division  (A)  or by  independent  legal
     counsel under  division (B) of this Section 5.04 to make  indemnification
     in respect of any claim,  issue or matter  asserted  in an action or suit
     threatened  or  brought  by or in the right of the  corporation  shall be
     promptly communicated to the person who threatened or brought such action
     or suit, and within ten (10) days after receipt of such notification such

                                     II-5

<PAGE>


     person  shall  have the right to  petition  the Court of Common  Pleas of
     Scioto  County,  Ohio or the  court  in  which  such  action  or suit was
     brought, if any, to review the reasonableness of such determination.

          Section 5.05. Advances for Expenses.  Expenses  (including,  without
     limitation,  attorneys'  fees,  filing fees,  court  reporters'  fees and
     transcript  costs)  incurred in defending any action,  suit or proceeding
     referred to in Section 5.01 shall be paid by the  corporation  in advance
     of the final  disposition  of such action,  suit or  proceeding  to or on
     behalf of the officer or director  promptly as such expenses are incurred
     by him,  but only if such  officer or  director  shall  first  agree,  in
     writing,  to repay all amounts so paid in respect of any claim,  issue or
     other matter  asserted in such action,  suit or  proceeding in defense of
     which he shall not have been successful on the merits or otherwise:

          (A) if it shall ultimately be determined as provided in Section 5.04
     that he is not entitled to be indemnified by the  corporation as provided
     under Section 5.01; or

          (B) if, in respect of any claim,  issue or other matter  asserted by
     or in the right of the  corporation in such action or suit, he shall have
     been  adjudged to be liable for acting with  reckless  disregard  for the
     best interests of the corporation or misconduct  (other than  negligence)
     in the performance of his duty to the corporation, unless and only to the
     extent that the Court of Common Pleas of Scioto County, Ohio or the court
     in which such action or suit was brought shall determine upon application
     that,  despite such  adjudication  of  liability,  and in view of all the
     circumstances,  he is fairly and  reasonably  entitled  to all or part of
     such indemnification.

          Section  5.06.  Article  Five  Not  Exclusive.  The  indemnification
     provided by this Article Five shall not be deemed of, any other rights to
     which  any  person  seeking  indemnification  may be  entitled  under the
     Articles or the  Regulations or any agreement,  vote of  shareholders  or
     disinterested directors, or otherwise,  both as to action in his official
     capacity and as to action in another  capacity while holding such office,
     and shall  continue  as to a person  who has  ceased to be an  officer or
     director of the  corporation and shall inure to the benefit of the heirs,
     executors, and administrators of such person.

          Section 5.07.  Insurance.  The corporation may purchase and maintain
     insurance,  on behalf of any  person who is or was a  director,  officer,
     employee or agent of the corporation, or is or was serving at the request
     of the corporation as a director,  trustee, officer, employee or agent of
     another  corporation  (domestic  or foreign,  nonprofit  or for  profit),
     partnership,  joint  venture,  trust or  other  enterprise,  against  any
     liability  asserted against him and incurred by him in any such capacity,
     or  arising  out of his status as such,  whether  or not the  corporation
     would have the  obligation  or the power to  indemnify  him against  such
     liability under the provisions of this Article Five.

          Section  5.08.  Certain  Definitions.  For  purposes of this Article
     Five, and as examples and not by way of limitation:

          (A) A person claiming  indemnification under this Article Five shall
     be deemed to have been  successful  on the merits or otherwise in defense
     of any action,  suit or  proceeding  referred to in Section  5.01,  or in
     defense of any claim, issue or other matter therein, if such action, suit
     or  proceeding  shall be  terminated  as to such person,  with or without
     prejudice,  without the entry of a judgment or order against him, without
     a  conviction  of him,  without  the  imposition  of a fine  upon him and
     without his payment or agreement to pay any amount in settlement  thereof
     (whether  or not any such  termination  is based upon a judicial or other
     determination  of the lack of merit of the  claims  made  against  him or
     otherwise results in a vindication of him); and

          (B)  References  to an "other  enterprise"  shall  include  employee
     benefit  plans;  references  to a "fine"  shall  include any excise taxes
     assessed on a person  with  respect to any  employee  benefit  plan;  and
     references to "serving at the request of the  corporation"  shall include
     any service as a director,  officer, employee or agent of the corporation
     which imposes duties on, or involves services by, such director, officer,
     employee  or  agent  with  respect  to  an  employee  benefit  plan,  its
     participants or  beneficiaries;  and a person who acted in good faith and
     in a manner he  reasonably  believed to be in the best  interests  of the
     participants  and  beneficiaries  of any  employee  benefit plan shall be
     deemed to have acted in a manner "not  opposed to the best  interests  of
     the Corporation"  within the meaning of that term as used in this Article
     Five.

          Section 5.09.  Venue. Any action,  suit or proceeding to determine a
     claim for  indemnification  under this Article Five may be  maintained by
     the person claiming such indemnification,  or by the corporation,  in the
     Court of Common Pleas of Scioto  County,  Ohio. The  corporation  and (by

                                     II-6

<PAGE>




     claiming such  indemnification)  each such person consent to the exercise
     of  jurisdiction  over its or his person by the Court of Common  Pleas of
     Muskingum County, Ohio in any such action, suit or proceeding.

ITEM 7.     Exemption from Registration Claimed.

            Not Applicable.


ITEM 8.     Exhibits.

            See the Exhibit Index attached hereto.


ITEM 9.     Undertakings.

               A. The undersigned registrant hereby undertakes:

                    (1) To file, during any period in which it offers or sells
               securities,  a  post-effective  amendment to this  registration
               statement to:

                         (i)  Include  any  prospectus   required  by  section
                    10(a)(3) of the Securities Act of 1933;

                         (ii)  Reflect in the  prospectus  any facts or events
                    which,  individually or together,  represent a fundamental
                    change in the information in the  registration  statement;
                    and  notwithstanding   the  foregoing,   any  increase  or
                    decrease  in volume of  securities  offered  (if the total
                    dollar value of  securities  offered would not exceed that
                    which was  registered)  and any deviation  from the low or
                    high end of the estimated  maximum  offering  range may be
                    reflected  in  the  form  of  prospectus  filed  with  the
                    Commission  pursuant to Rule 424(b) if, in the  aggregate,
                    the changes in the volume and price represent no more than
                    a 20% change in the maximum  aggregate  offering price set
                    forth in the  "Calculation of  Registration  Fee" table in
                    the effective registration statement;

                         (iii) Include any material  information  with respect
                    to the plan of  distribution  not previously  disclosed in
                    the registration  statement or any material change to such
                    information in the registration statement.

                    provided, however, that paragraphs A(1)(i) and A(1)(ii) do
               not  apply if the  information  required  to be  included  in a
               post-effective  amendment by those  paragraphs  is contained in
               periodic  reports filed with or furnished to the  Commission by
               the  registrant  pursuant to section 13 or section 15(d) of the
               Exchange  Act  that  are  incorporated  by  reference  in  this
               registration statement.

                    (2) For determining  liability under the Securities Act of
               1933,  to  treat  each   post-effective   amendment  as  a  new
               registration  statement  of the  securities  offered,  and  the
               offering of the  securities at that time to be the initial bona
               fide offering; and

                    (3) To file a  post-effective  amendment  to  remove  from
               registration  any of the  securities  that remain unsold at the
               end of the offering.


                                     II-7

<PAGE>

                                  SIGNATURES


THE  REGISTRANT.  Pursuant to the  requirements of the Securities Act of 1933,
the registrant  certifies  that it has  reasonable  grounds to believe that it
meets all of the  requirements for filing on Form S-8 and has duly caused this
registration  statement  to be  signed  on  its  behalf  by  the  undersigned,
thereunto  duly  authorized,  in the City of  Portsmouth,  State  of Ohio,  on
September 30, 1996.

                                    ASB FINANCIAL CORP.



                                    By: Gerald R. Jenkins
                                        ______________________________________
                                        Gerald R. Jenkins

     Pursuant  to  the  requirements  of the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by the  following  persons  in the
capacities and as of the dates indicated.


Signature                        Title                              Date
---------                       -------                            ------


 William J. Burke             Director                        September 23, 1996
 __________________________
 William J. Burke


 Lee O. Fitch                 Director                        September 23, 1996
 ___________________________
 Lee O. Fitch


 Gerald R. Jenkins            Director and President          September 23, 1996
 ___________________________  (Principal Executive Officer)
 Gerald R. Jenkins


 Victor W. Morgan             Director                        September 23, 1996
 ___________________________
 Victor W. Morgan


 Louis M. Schoettle           Director                        September 23, 1996
 ___________________________
 Louis M. Schoettle, M.D.


 Robert M. Smith              Director and Vice President     September 23, 1996
 ___________________________  (Principal Financial Officer and
 Robert M. Smith              Principal Accounting Officer)


                                     II-8

<PAGE>


                                 EXHIBIT INDEX



Exhibit No.    Exhibit
-----------    -------


    4          ASB Financial Corp. 1995 Stock Option and
               Incentive Plan.

    5          Opinion of Vorys, Sater, Seymour and Pease
               as to legality of securities.

    23(a)      Consent of Grant Thornton LLP.

    23(b)      Consent of Vorys, Sater, Seymour and Pease.  
                                                           Included in Exhibit 5


                                     11-9
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 35245}]
{"company-data": {"conformed-name": "ASB FINANCIAL CORP /OH", "cik": "0000944304", "assigned-sic": "6035", "irs-number": "311429488", "state-of-incorporation": "OH", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-16051", "film-number": "96662118"}, "business-address": {"street1": "503 CHILLICOTHE ST", "city": "PORTSMOUTH", "state": "OH", "zip": "45662", "phone": "6143543177"}, "mail-address": {"street1": "503 CHILLICTHE ST", "city": "PORTSMOUTH", "state": "OH", "zip": "45662"}}
As filed with the Securities and Exchange Commission on October 13, 1996

                                                Registration No. 333-_________

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                      ----------------------------------

                                   FORM S-8
                         REGISTRATION STATEMENT UNDER
                          THE SECURITIES ACT OF 1933
                      ----------------------------------

                              ASB FINANCIAL CORP.
                      ----------------------------------
            (Exact name of registrant as specified in its Articles)

               Ohio                                      31-1429488
---------------------------------           ------------------------------------
  (State or other jurisdiction              (I.R.S. Employer Identification No.)
of incorporation or organization)

                503 Chillicothe Street, Portsmouth, Ohio 45662
              ---------------------------------------------------
              (Address of Principal Executive Offices) (Zip Code)

           ASB Financial Corp. 1995 Stock Option and Incentive Plan
                      ----------------------------------
                           (Full title of the plan)

                               Gerald R. Jenkins
                              ASB Financial Corp.
                            503 Chillicothe Street
                            Portsmouth, Ohio 45662
                      ----------------------------------
                    (Name and address of agent for service)

                                (614) 354-3177
                      ----------------------------------
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE

                                      Proposed maximum  Proposed maximum
Title of             Amount to be      offering price       aggregate         Amount of
securities            registered        per share(*)        offering      registration fee
to be registered                                            price(*)
--------------------------------------------------------------------------------------------
Common Shares           171,396             $ *            $2,413,476           $483
No par value
*Of the 171,396 shares being registered,  145,684 may be purchased for $13.875
per share upon the exercise of options already granted.  The offering price of
the remaining 25,712 shares,  which have been reserved for the future grant of
options,  has been determined for purposes of calculating the registration fee
pursuant to 17 C.F.R.  ss.230.457(c) for "last sale reported  over-the-counter
securities" to be $15.25 per share on November 7, 1996.
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           Incorporation of Documents by Reference.

     The  Registrant's  Annual Report on Form 10-KSB for the fiscal year ended
June 30,  1996,  and all  documents  filed with the  Securities  and  Exchange
Commission (the  "Commission")  pursuant to the requirements of Sections 13(a)
or 15(d) of the Securities  Exchange Act of 1934  ("Exchange  Act") since that
date are hereby incorporated by reference.

     The  description of the Common Shares of the Registrant  contained in the
Registrant's  Prospectus  dated March 15, 1995, and  incorporated by reference
into the Registrant's  Registration  Statement on Form 8-A (No. 0-25906) filed
with the Commission on April 18, 1995, is hereby incorporated by reference.

     Any definitive Proxy Statement or Information Statement filed pursuant to
Section 14 of the Exchange Act and all  documents  which may be filed with the
Commission  pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent  to the  date  hereof  prior  to  the  filing  of a  post-effective
amendment which indicates that all securities  offered have been sold or which
deregisters all securities then remaining  unsold,  shall also be deemed to be
incorporated herein by reference and to be made a part hereof from the date of
filing such documents.

ITEM 4.     Description of Securities.

            Not Applicable.

ITEM 5.     Interests of Named Experts and Counsel.

            None.

ITEM 6.     Indemnification of Directors and Officers.

     A.  Division  (E) of Section  1701.13 of the Ohio  Revised  Code  governs
indemnification by a corporation and provides as follows:

          (E)(1) A corporation  may indemnify or agree to indemnify any person
     who  was or is a  party  or is  threatened  to be  made a  party,  to any
     threatened,  pending, or completed action,  suit, or proceeding,  whether
     civil, criminal,  administrative, or investigative,  other than an action
     by or in the right of the  corporation,  by reason of the fact that he is
     or was a director,  officer, employee, or agent of the corporation, or is
     or was serving at the request of the corporation as a director,  trustee,
     officer, employee, or agent of another corporation,  domestic or foreign,
     nonprofit or for profit,  partnership,  joint  venture,  trust,  or other
     enterprise,  against  expenses,  including  attorney's  fees,  judgments,
     fines, and amounts paid in settlement actually and reasonably incurred by
     him in  connection  with such action,  suit, or proceeding if he acted in
     good faith and in a manner he reasonably believed to be in or not opposed
     to the  best  interests  of the  corporation,  and  with  respect  to any
     criminal  action or  proceeding,  had no reasonable  cause to believe his
     conduct was unlawful.  The termination of any action, suit, or proceeding
     by judgment,  order,  settlement,  or conviction,  or upon a plea of nolo
     contendere or its equivalent,  shall not, of itself, create a presumption
     that the person  did not act in good faith and in a manner he  reasonably
     believed to be in or not opposed to the best interests of the corporation
     and, with respect to any criminal action or proceeding, he had reasonable
     cause to believe that his conduct was unlawful.

          (2) A corporation may indemnify or agree to indemnify any person who
     was or is a party or is threatened to be made a party, to any threatened,
     pending,  or  completed  action  or  suit  by  or in  the  right  of  the
     corporation to procure a judgment in its favor by reason of the fact that

                                     II-2
he is or was a director,  officer, employee, or agent of the corporation,
     or is or was  serving at the  request of the  corporation  as a director,
     trustee, officer,  employee or agent of another corporation,  domestic or
     foreign, nonprofit or for profit,  partnership,  joint venture, trust, or
     other enterprise,  against expenses,  including attorney's fees, actually
     and  reasonably  incurred  by him  in  connection  with  the  defense  or
     settlement  of such  action  or suit if he acted in good  faith  and in a
     manner  he  reasonably  believed  to be in or not  opposed  to  the  best
     interests of the  corporation,  except that no  indemnification  shall be
     made in respect of any of the following:

               (a) Any  claim,  issue,  or matter as to which  such  person is
          adjudged  to  be  liable  for   negligence   or  misconduct  in  the
          performance of his duty to the corporation  unless,  and only to the
          extent  that the  court of common  pleas or the court in which  such
          action or suit was brought determines upon application that, despite
          the adjudication of liability,  but in view of all the circumstances
          of the case,  such  person  is fairly  and  reasonably  entitled  to
          indemnity  for such  expenses  as the court of common  pleas or such
          other court shall deem proper;

               (b) Any  action  or suit in which the only  liability  asserted
          against a director  is  pursuant  to section  1701.95 of the Revised
          Code.

          (3) To the extent that a director,  trustee,  officer,  employee, or
     agent has been  successful  on the merits or  otherwise in defense of any
     action,  suit, or proceeding  referred to in divisions  (E)(1) and (2) of
     this section,  or in defense of any claim,  issue, or matter therein,  he
     shall  be  indemnified  against  expenses,   including  attorney's  fees,
     actually and  reasonably  incurred by him in connection  with the action,
     suit, or proceeding.

          (4)  Any  indemnification  under  divisions  (E)(1)  and (2) of this
     section, unless ordered by a court, shall be made by the corporation only
     as   authorized  in  the  specific   case  upon  a   determination   that
     indemnification of the director,  trustee, officer, employee, or agent is
     proper in the circumstances because he has met the applicable standard of
     conduct  set forth in  divisions  (E)(1)  and (2) of this  section.  Such
     determination shall be made as follows:

               (a) By a majority  vote of a quorum  consisting of directors of
          the indemnifying  corporation who were not and are not parties to or
          threatened with any such action, suit, or proceeding;

               (b) If the  quorum  described  in  division  (E)(4)(a)  of this
          section  is not  obtainable  or if a  majority  vote of a quorum  of
          disinterested   directors  so  directs,  in  a  written  opinion  by
          independent  legal counsel other than an attorney,  or a firm having
          associated with it an attorney,  who has been retained by or who has
          performed   services  for  the  corporation  or  any  person  to  be
          indemnified within the past five years;

               (c) By the shareholders; or

               (d) By the  court of common  pleas or the  court in which  such
          action, suit, or proceeding was brought.

          Any determination made by the disinterested directors under division
     (E)(4)(a) or by  independent  legal Counsel under  division  (E)(4)(b) of
     this section shall be promptly  communicated to the person who threatened
     or brought the action or suit by or in the right of the corporation under
     division  (E)(2) of this  section,  and within ten days after  receipt of
     such notification, such person shall have the right to petition the court
     of common  pleas or the  court in which  action  or suit was  brought  to
     review the reasonableness of such determination.

          (5)(a)  Unless at the time of a director's  act or omission  that is
     the subject of an action,  suit, or  proceeding  referred to in divisions
     (E)(1) and (2) of this  section,  the  articles or the  regulations  of a
     corporation  state  by  specific  reference  to this  division  that  the
     provisions  of this division do not apply to the  corporation  and unless
     the only  liability  asserted  against a director in an action,  suit, or
     proceeding  referred to in  divisions  (E)(1) and (2) of this  section is
     pursuant to section  1701.95 of the  Revised  Code,  expenses,  including
     attorney's fees, incurred by a director in defending the action, suit, or
     proceeding  shall be paid by the  corporation  as they are  incurred,  in
     advance of the final disposition of the action,  suit, or proceeding upon
     receipt of an  undertaking  by or on behalf of the  director  in which he
     agrees to do both of the following:

                                     II-3
(i)  Repay  such  amount  if it is  proved  by  clear  and
               convincing  evidence in a court of competent  jurisdiction that
               his  action  or  failure  to act  involved  an act or  omission
               undertaken  with  deliberate  intent  to  cause  injury  to the
               corporation or undertaken with reckless  disregard for the best
               interests of the corporation;

                    (ii) Reasonably cooperate with the corporation  concerning
               the action, suit, or proceeding.

               (b)  Expenses,   including   attorney's  fees,  incurred  by  a
          director,  trustee,  officer,  employee,  or agent in defending  any
          action,  suit, or proceeding referred to in divisions (E)(1) and (2)
          of  this  section,  may be  paid  by the  corporation  as  they  are
          incurred,  in advance of the final disposition of the action,  suit,
          or  proceeding  as  authorized by the directors in the specific case
          upon  receipt  of an  undertaking  by or on behalf of the  director,
          trustee,  officer,  employee,  or agent to repay such amount,  if it
          ultimately is determined  that he is not entitled to be  indemnified
          by the corporation.

          (6) The  indemnification  authorized  by this  section  shall not be
     exclusive  of, and shall be in addition to, any other  rights  granted to
     those seeking  indemnification  under the articles of the  regulations or
     any  agreement,  vote of  shareholders  or  disinterested  directors,  or
     otherwise, both as to action in his official capacity and as to action in
     another  capacity  while holding such office,  and shall continue as to a
     person who has ceased to be a director,  trustee,  officer,  employee, or
     agent  and  shall  inure to the  benefit  of the  heirs,  executors,  and
     administrators of such a person.

          (7) A  corporation  may purchase  and maintain  insurance or furnish
     similar protection,  including but not limited to trust funds, letters of
     credit, or self-insurance, on behalf of or for any person who is or was a
     director,  officer,  employee, or agent of the corporation,  or is or was
     serving  at  the  request  of the  corporation  as a  director,  trustee,
     officer, employee, or agent of another corporation,  domestic or foreign,
     nonprofit  or  profit,  partnership,   joint  venture,  trust,  or  other
     enterprise,  against any liability  asserted  against him and incurred by
     him in any such capacity,  or arising out of his status as such,  whether
     or not the corporation would have the power to indemnify him against such
     liability  under  this  section.  Insurance  may  be  purchased  from  or
     maintained  with a  person  in  which  the  corporation  has a  financial
     interest.

          (8) The authority of a corporation to indemnify  persons pursuant to
     divisions  (E)(1) and (2) of this  section  does not limit the payment of
     expenses  as they  are  incurred,  indemnification,  insurance,  or other
     protection that may be provided  pursuant to divisions  (E)(5),  (6), and
     (7) of this  section.  Divisions  (E)(1)  and (2) of this  section do not
     create any obligation to repay or return payments made by the corporation
     pursuant to division (E)(5), (6), or (7).

          (9) As used in this division,  references to "corporation"  includes
     all constituent  corporations in a consolidation or merger and the new or
     surviving  corporation,  so that  any  person  who is or was a  director,
     officer,  employee, or agent of such a constituent corporation,  or is or
     was serving at the request of such constituent corporation as a director,
     trustee, officer, employee, or agent of another corporation,  domestic or
     foreign, nonprofit or for profit,  partnership,  joint venture, trust, or
     other  enterprise,  shall stand in the same  position  under this section
     with  respect to the new or surviving  corporation  as he would if he had
     served the new or surviving corporation in the same capacity.

     B. Article Five of the Registrant's  regulations governs  indemnification
by Registrant and provides as follows:

          Section  5.01.  Mandatory  Indemnification.  The  corporation  shall
     indemnify  any  officer or director  of the  corporation  who was or is a
     party or is threatened to be made a party to any  threatened,  pending or
     completed   action,   suit  or  proceeding,   whether  civil,   criminal,
     administrative  or  investigative  (including,  without  limitation,  any
     action  threatened or instituted by or in the right of the  corporation),
     by reason of the fact that he is or was a director,  officer, employee or
     agent of the  corporation,  or is or was  serving  at the  request of the
     corporation as a director, trustee, officer, employee or agent of another
     corporation (domestic or foreign, nonprofit or for profit),  partnership,
     joint venture,  trust or other enterprise,  against expenses  (including,
     without  limitation,  attorneys' fees, filing fees, court reporters' fees
     and transcript  costs),  judgments,  fines and amounts paid in settlement

                                     II-4
actually and reasonably  incurred by him in connection  with such action,
     suit  or  proceeding  if he  acted  in  good  faith  and in a  manner  he
     reasonably  believed to be in or not opposed to the best interests of the
     corporation,  and with respect to any criminal  action or proceeding,  he
     had no  reasonable  cause to believe his conduct was  unlawful.  A person
     claiming  indemnification  under this Section 5.01 shall be presumed,  in
     respect  of  any  act  or   omission   giving  rise  to  such  claim  for
     indemnification,  to  have  acted  in  good  faith  and  in a  manner  he
     reasonably  believed to be in or not opposed to the best interests of the
     corporation,  and with  respect to any  criminal  matter,  to have had no
     reasonable cause to believe his conduct was unlawful, and the termination
     of any action,  suit or  proceeding  by judgment,  order,  settlement  or
     conviction,  or upon a plea of nolo contendere or its  equivalent,  shall
     not, of itself, rebut such presumption.

          Section 5.02. Court-Approved Indemnification.  Anything contained in
     the Regulations or elsewhere to the contrary notwithstanding:

          (A) the  corporation  shall not indemnify any officer or director of
     the  corporation  who  was a  party  to  any  completed  action  or  suit
     instituted by or in the right of the corporation to procure a judgment in
     its favor by reason  of the fact that he is or was a  director,  officer,
     employee or agent of the corporation, or is or was serving at the request
     of the Corporation as a director,  trustee, officer, employee or agent of
     the  corporation   (domestic  or  foreign,   nonprofit  or  for  profit),
     partnership,  joint venture, trust or other enterprise, in respect of any
     claim,  issue or matter  asserted  in such  action or suit as to which he
     shall have been adjudged  liable for acting with  reckless  disregard for
     the  best  interests  of  the  corporation  or  misconduct   (other  than
     negligence) in the performance of his duty to the corporation  unless and
     only to the extent that the Court of Common Pleas of Scioto County,  Ohio
     or the court in which such  action or suit was  brought  shall  determine
     upon application  that,  despite such  adjudication or liability,  and in
     view of all the  circumstances  of the case, he is fairly and  reasonably
     entitled to such  indemnity  as such Court of Common  Pleas or such other
     court shall deem proper; and

          (B)  the   corporation   shall   promptly   make  any  such   unpaid
     indemnification  as is determined by a court to be proper as contemplated
     by this Section 5.02.

          Section 5.03.  Indemnification  for Expenses.  Anything contained in
     the   Articles,   the   Regulations   or   elsewhere   to  the   contrary
     notwithstanding,  to the  extent  that  an  officer  or  director  of the
     corporation  has been successful on the merits or otherwise in defense of
     any action, suit or proceeding referred to in Section 5.01, or in defense
     of any claim, issue or matter therein,  he shall be promptly  indemnified
     by the  corporation  against  expenses  (including,  without  limitation,
     attorneys' fees, filing fees, court reporters' fees and transcript costs)
     actually and reasonably incurred by him in connection therewith.

          Section 5.04.  Determination Required. Any indemnification  required
     under Section 5.01 and not precluded  under Section 5.02 shall be made by
     the corporation only upon a determination  that such  indemnification  of
     the officer or director is proper in the circumstances because he has met
     the  applicable  standard  of  conduct  set forth in Section  5.01.  Such
     determination  may be  made  only  (A) by a  majority  vote  of a  quorum
     consisting  of  directors  of the  corporation  who  were not and are not
     parties to, or threatened with, any such action,  suit or proceeding,  or
     (B) if such a quorum is not  obtainable  or if a majority  of a quorum of
     disinterested  directors so directs,  in a written opinion by independent
     legal counsel other than an attorney, or a firm having associated with it
     any  attorney,  who  has  been  retained  by or who has  performed  legal
     services for the corporation, or any person to be indemnified, within the
     past  five  years,  or (C) by the  shareholders,  or (D) by the  Court of
     Common Pleas of Scioto  County,  Ohio or (if the  corporation  is a party
     thereto) the court in which such action,  suit or proceeding was brought,
     if any; any such  determination may be made by a court under division (D)
     of this Section 5.04 at any time, including, without limitation, any time
     before,  during  or after  the time  when any such  determination  may be
     requested  of,  be  under   consideration  by  or  have  been  denied  or
     disregarded  by the  disinterested  directors  under  division  (A) or by
     independent legal counsel under division (B) or by the shareholders under
     division (C) of this Section 5.04;  and no failure for any reason to make
     any such  determination,  and no decision for any reason to deny any such
     determination,  by the  disinterested  directors under division (A) or by
     independent  legal counsel under  division (B) or by  shareholders  under
     division  (C) of this  Section  5.04 shall be evidence in rebuttal of the
     presumption  recited  in  Section  5.01.  Any  determination  made by the
     disinterested  directors  under  division  (A)  or by  independent  legal
     counsel under  division (B) of this Section 5.04 to make  indemnification
     in respect of any claim,  issue or matter  asserted  in an action or suit
     threatened  or  brought  by or in the right of the  corporation  shall be
     promptly communicated to the person who threatened or brought such action
     or suit, and within ten (10) days after receipt of such notification such

                                     II-5
person  shall  have the right to  petition  the Court of Common  Pleas of
     Scioto  County,  Ohio or the  court  in  which  such  action  or suit was
     brought, if any, to review the reasonableness of such determination.

          Section 5.05. Advances for Expenses.  Expenses  (including,  without
     limitation,  attorneys'  fees,  filing fees,  court  reporters'  fees and
     transcript  costs)  incurred in defending any action,  suit or proceeding
     referred to in Section 5.01 shall be paid by the  corporation  in advance
     of the final  disposition  of such action,  suit or  proceeding  to or on
     behalf of the officer or director  promptly as such expenses are incurred
     by him,  but only if such  officer or  director  shall  first  agree,  in
     writing,  to repay all amounts so paid in respect of any claim,  issue or
     other matter  asserted in such action,  suit or  proceeding in defense of
     which he shall not have been successful on the merits or otherwise:

          (A) if it shall ultimately be determined as provided in Section 5.04
     that he is not entitled to be indemnified by the  corporation as provided
     under Section 5.01; or

          (B) if, in respect of any claim,  issue or other matter  asserted by
     or in the right of the  corporation in such action or suit, he shall have
     been  adjudged to be liable for acting with  reckless  disregard  for the
     best interests of the corporation or misconduct  (other than  negligence)
     in the performance of his duty to the corporation, unless and only to the
     extent that the Court of Common Pleas of Scioto County, Ohio or the court
     in which such action or suit was brought shall determine upon application
     that,  despite such  adjudication  of  liability,  and in view of all the
     circumstances,  he is fairly and  reasonably  entitled  to all or part of
     such indemnification.

          Section  5.06.  Article  Five  Not  Exclusive.  The  indemnification
     provided by this Article Five shall not be deemed of, any other rights to
     which  any  person  seeking  indemnification  may be  entitled  under the
     Articles or the  Regulations or any agreement,  vote of  shareholders  or
     disinterested directors, or otherwise,  both as to action in his official
     capacity and as to action in another  capacity while holding such office,
     and shall  continue  as to a person  who has  ceased to be an  officer or
     director of the  corporation and shall inure to the benefit of the heirs,
     executors, and administrators of such person.

          Section 5.07.  Insurance.  The corporation may purchase and maintain
     insurance,  on behalf of any  person who is or was a  director,  officer,
     employee or agent of the corporation, or is or was serving at the request
     of the corporation as a director,  trustee, officer, employee or agent of
     another  corporation  (domestic  or foreign,  nonprofit  or for  profit),
     partnership,  joint  venture,  trust or  other  enterprise,  against  any
     liability  asserted against him and incurred by him in any such capacity,
     or  arising  out of his status as such,  whether  or not the  corporation
     would have the  obligation  or the power to  indemnify  him against  such
     liability under the provisions of this Article Five.

          Section  5.08.  Certain  Definitions.  For  purposes of this Article
     Five, and as examples and not by way of limitation:

          (A) A person claiming  indemnification under this Article Five shall
     be deemed to have been  successful  on the merits or otherwise in defense
     of any action,  suit or  proceeding  referred to in Section  5.01,  or in
     defense of any claim, issue or other matter therein, if such action, suit
     or  proceeding  shall be  terminated  as to such person,  with or without
     prejudice,  without the entry of a judgment or order against him, without
     a  conviction  of him,  without  the  imposition  of a fine  upon him and
     without his payment or agreement to pay any amount in settlement  thereof
     (whether  or not any such  termination  is based upon a judicial or other
     determination  of the lack of merit of the  claims  made  against  him or
     otherwise results in a vindication of him); and

          (B)  References  to an "other  enterprise"  shall  include  employee
     benefit  plans;  references  to a "fine"  shall  include any excise taxes
     assessed on a person  with  respect to any  employee  benefit  plan;  and
     references to "serving at the request of the  corporation"  shall include
     any service as a director,  officer, employee or agent of the corporation
     which imposes duties on, or involves services by, such director, officer,
     employee  or  agent  with  respect  to  an  employee  benefit  plan,  its
     participants or  beneficiaries;  and a person who acted in good faith and
     in a manner he  reasonably  believed to be in the best  interests  of the
     participants  and  beneficiaries  of any  employee  benefit plan shall be
     deemed to have acted in a manner "not  opposed to the best  interests  of
     the Corporation"  within the meaning of that term as used in this Article
     Five.

          Section 5.09.  Venue. Any action,  suit or proceeding to determine a
     claim for  indemnification  under this Article Five may be  maintained by
     the person claiming such indemnification,  or by the corporation,  in the
     Court of Common Pleas of Scioto  County,  Ohio. The  corporation  and (by

                                     II-6
claiming such  indemnification)  each such person consent to the exercise
     of  jurisdiction  over its or his person by the Court of Common  Pleas of
     Muskingum County, Ohio in any such action, suit or proceeding.

ITEM 7.     Exemption from Registration Claimed.

            Not Applicable.

ITEM 8.     Exhibits.

            See the Exhibit Index attached hereto.

ITEM 9.     Undertakings.

               A. The undersigned registrant hereby undertakes:

                    (1) To file, during any period in which it offers or sells
               securities,  a  post-effective  amendment to this  registration
               statement to:

                         (i)  Include  any  prospectus   required  by  section
                    10(a)(3) of the Securities Act of 1933;

                         (ii)  Reflect in the  prospectus  any facts or events
                    which,  individually or together,  represent a fundamental
                    change in the information in the  registration  statement;
                    and  notwithstanding   the  foregoing,   any  increase  or
                    decrease  in volume of  securities  offered  (if the total
                    dollar value of  securities  offered would not exceed that
                    which was  registered)  and any deviation  from the low or
                    high end of the estimated  maximum  offering  range may be
                    reflected  in  the  form  of  prospectus  filed  with  the
                    Commission  pursuant to Rule 424(b) if, in the  aggregate,
                    the changes in the volume and price represent no more than
                    a 20% change in the maximum  aggregate  offering price set
                    forth in the  "Calculation of  Registration  Fee" table in
                    the effective registration statement;

                         (iii) Include any material  information  with respect
                    to the plan of  distribution  not previously  disclosed in
                    the registration  statement or any material change to such
                    information in the registration statement.

                    provided, however, that paragraphs A(1)(i) and A(1)(ii) do
               not  apply if the  information  required  to be  included  in a
               post-effective  amendment by those  paragraphs  is contained in
               periodic  reports filed with or furnished to the  Commission by
               the  registrant  pursuant to section 13 or section 15(d) of the
               Exchange  Act  that  are  incorporated  by  reference  in  this
               registration statement.

                    (2) For determining  liability under the Securities Act of
               1933,  to  treat  each   post-effective   amendment  as  a  new
               registration  statement  of the  securities  offered,  and  the
               offering of the  securities at that time to be the initial bona
               fide offering; and

                    (3) To file a  post-effective  amendment  to  remove  from
               registration  any of the  securities  that remain unsold at the
               end of the offering.

                                     II-7
SIGNATURES

THE  REGISTRANT.  Pursuant to the  requirements of the Securities Act of 1933,
the registrant  certifies  that it has  reasonable  grounds to believe that it
meets all of the  requirements for filing on Form S-8 and has duly caused this
registration  statement  to be  signed  on  its  behalf  by  the  undersigned,
thereunto  duly  authorized,  in the City of  Portsmouth,  State  of Ohio,  on
September 30, 1996.

                                    ASB FINANCIAL CORP.

                                    By: Gerald R. Jenkins
                                        ______________________________________
                                        Gerald R. Jenkins

     Pursuant  to  the  requirements  of the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by the  following  persons  in the
capacities and as of the dates indicated.

Signature                        Title                              Date
---------                       -------                            ------

 William J. Burke             Director                        September 23, 1996
 __________________________
 William J. Burke

 Lee O. Fitch                 Director                        September 23, 1996
 ___________________________
 Lee O. Fitch

 Gerald R. Jenkins            Director and President          September 23, 1996
 ___________________________  (Principal Executive Officer)
 Gerald R. Jenkins

 Victor W. Morgan             Director                        September 23, 1996
 ___________________________
 Victor W. Morgan

 Louis M. Schoettle           Director                        September 23, 1996
 ___________________________
 Louis M. Schoettle, M.D.

 Robert M. Smith              Director and Vice President     September 23, 1996
 ___________________________  (Principal Financial Officer and
 Robert M. Smith              Principal Accounting Officer)

                                     II-8
EXHIBIT INDEX

Exhibit No.    Exhibit
-----------    -------

    4          ASB Financial Corp. 1995 Stock Option and
               Incentive Plan.

    5          Opinion of Vorys, Sater, Seymour and Pease
               as to legality of securities.

    23(a)      Consent of Grant Thornton LLP.

    23(b)      Consent of Vorys, Sater, Seymour and Pease.  
                                                           Included in Exhibit 5

                                     11-9