As filed with the Securities and Exchange Commission on August 22, 1996

                                                         REGISTRATION  NO. 333-
===============================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             ----------------------


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


                            --------------------------

                            CSB FINANCIAL GROUP, INC.
                (Exact name of registrant as specified in its charter)

                DELAWARE                                    37-1336338
     (State or other jurisdiction of                        (I.R.S. employer
     incorporation or organization)                         identification no.)


                                200 SOUTH POPLAR STREET
                               CENTRALIA, ILLINOIS 62801
             (Address of principal executive offices, including zip code)

        CSB FINANCIAL GROUP, INC. 1995 STOCK OPTION AND INCENTIVE PLAN
                               (Full title of the plan)

                                   K. GARY REYNOLDS
                                       PRESIDENT
                               CSB FINANCIAL GROUP, INC.
                                200 SOUTH POPLAR STREET
                               CENTRALIA, ILLINOIS 62801
                        (Name and address of agent for service)

                                    (618) 532-1918
             (Telephone number, including area code, of agent for service)

                                    WITH A COPY TO:

                                 CHRISTOPHER J. ZINSKI
                                 SCHIFF HARDIN & WAITE
                                   7200 SEARS TOWER
                                CHICAGO, ILLINOIS 60606
                                    (312) 258-5548

                          *---------------------------------*

<TABLE>
<CAPTION>

                            CALCULATION OF REGISTRATION FEE


                                                                   Proposed               Proposed
                                                Amount              maximum                maximum
  Title of Securities to be Registered           to be          offering price            aggregate              Amount of
                                              registered           per share           offering price        registration fee
                                                                      (1)                    (1)                    (1)
<S>                                      <C>                       <C>                  <C>                     <C>
Common Stock, par value $.01 per share     103,500                   $9.25                $957,375                $330.13
</TABLE>


(1)    ESTIMATED  ON  THE  BASIS OF $9.25, THE AVERAGE OF THE BID AND THE ASKED
       PRICE AS QUOTED ON THE  NASDAQ  "SMALL-CAP"  MARKET  ON AUGUST 15, 1996,
       PURSUANT TO RULE 457(H).

<PAGE> 2

                                PART II

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The  following  documents,  which have been filed by CSB Financial  Group,
Inc. (the "Registrant"), are incorporated herein by reference:

     (a)   The Registrant's Annual  Report  on  Form 10-KSB for the fiscal year
           ended September 30, 1995;

     (b)   The Registrant's Quarterly Reports on  Form  10-QSB for the quarters
           ended  December  31, 1995 and March 31, 1996 and  June  30,  1996,
           respectively;

     (c)   The Registrant's Current  Reports on Form 8-K dated January 24, 1996
           and April 17, 1996; and

     (d)   The description of the Registrant's Common Stock, par value $.01 per
           share, contained in the Registrant's  Registration Statement on Form
           SB-2, filed with the Commission on March  1,  1995,  as  amended  by
           Amendment  No. 1 on Form SB-2, filed with the Commission on June 29,
           1995 and Amendment  No. 2 on Form SB-2, filed with the Commission on
           August 4, 1995.

     All  documents subsequently  filed  by  the  Registrant  and/or  the  Plan
pursuant to  Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment which indicates that
all  securities  offered  hereby  have  been  sold  or  which  deregisters  all
securities  then  remaining  unsold,  shall be deemed incorporated by reference
herein and to be a part hereof from the date of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The  Registrant  is  empowered by Section  145  of  the  Delaware  General
Corporation Law, subject to  the  procedures and limitations stated therein, to
indemnify any person against expenses  (including  attorney's fees), judgments,
fines and amount paid in settlement actually and reasonably  incurred by him or
her  in  the  defense of any threatened, pending or completed action,  suit  or
proceeding in which  such  person is made a party by reason of his or her being
or having been a director, officer,  employee  or  agent  of the Registrant, or
serving  or  having  served  at  the request of the Registrant as  a  director,
officer, employee or agent of another  enterprise.   The  statute provides that
this  indemnification  is  not exclusive of other rights of indemnification  to
which a person may be entitled under any bylaw, agreement, vote of stockholders
or disinterested directors, or otherwise.

<PAGE> 3

     The Certificate of Incorporation  and  Bylaws  of  the Registrant provide,
subject  to  certain  procedures  and  limitations  stated  therein,  that  the
Registrant  shall  indemnify any person against expenses (including  attorneys'
fees), judgments, fines  and amounts paid in settlement actually and reasonably
incurred by him or her in  the  defense of any threatened, pending or completed
action, suit or proceeding in which  such  person  is made a party by reason of
his or her being or having been a director or officer  of  the  Registrant,  or
being  or  having  been  a director or officer of the Registrant and serving or
having served at the request of the Registrant as a director, officer, employee
or agent of another enterprise.   The indemnification is not exclusive of other
rights of indemnification to which  a person may be entitled under any statute,
bylaw,  agreement,  vote  of  stockholders   or   disinterested  directors,  or
otherwise.

     The Registrant maintains an insurance policy under  which its officers and
directors, and the officers and directors of its subsidiary  Centralia  Savings
Bank,  are  insured,  within  the  limits and subject to the limitations of the
policy, against certain losses arising  from  any  claim or claims made against
them in their respective capacities of directors or  officers.  The policy also
provides  for reimbursement to the Registrant for any indemnification  of  such
officers and directors.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8. EXHIBITS.

     The exhibits  filed  herewith  or incorporated by reference herein are set
forth in the Exhibit Index filed as part of this registration statement on page
7 hereof.

ITEM 9. UNDERTAKINGS.

     The undersigned Registrant hereby undertakes:

     (1)   To file, during any period  in which offers or sales are being made,
a post-effective amendment to this registration statement:

           (i)  To include any prospectus  required  by Section 10(a)(3) of the
     Securities Act of 1933;

           (ii)  To reflect in the prospectus any facts or events arising after
     the effective date of the registration statement (or the most recent post-
     effective  amendment thereof) which, individually  or  in  the  aggregate,
     represent a  fundamental  change  in  the  information  set  forth  in the
     registration  statement;  provided, however, that 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  volume  and  price
     represent no more than  a  20  percent  change  in  the  maximum aggregate
     offering price set forth in the "Calculation of Registration Fee" table in
     the effective registration statement; and

           (iii)  To 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;

<PAGE> 4

PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration  statement  is on Form S-3, Form S-8, and the information required
to be included in a post-effective  amendment  by those paragraphs is contained
in periodic reports filed by the Registrant pursuant  to Section 13 or 15(d) of
the Securities Exchange Act of 1934 that are incorporated  by  reference in the
registration statement.

     (2)   That,  for  the  purpose  of  determining  any  liability under  the
Securities Act of 1933, each such post-effective amendment shall  be  deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the  initial
BONA FIDE offering thereof.

     (3)   To  remove  from registration by means of a post-effective amendment
any of the securities being  registered  which remain unsold at the termination
of the offering.

     The  undersigned  Registrant  hereby  undertakes  that,  for  purposes  of
determining any liability under the Securities  Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a)  or  Section  15(d) of the
Securities  Exchange  Act  of  1934 (and, where applicable, each filing  of  an
employee  benefit  plan's  annual report  pursuant  to  Section  15(d)  of  the
Securities Exchange Act of 1934)  that  is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to  be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.

     Insofar as indemnification for liabilities arising  under  the  Securities
Act of 1933 may be permitted to directors, officers and controlling persons  of
the  Registrant  pursuant  to  the  foregoing  provisions,  or  otherwise,  the
Registrant  has been advised that in the opinion of the Securities and Exchange
Commission such  indemnification  is  against public policy as expressed in the
Act  and  is,  therefore,  unenforceable.   In  the  event  that  a  claim  for
indemnification  against such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred  or paid by a director, officer or controlling
person of the Registrant in the successful  defense  of  any  action,  suit  or
proceeding)  is  asserted  by  such  director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the  opinion  of  its  counsel  the matter  has  been  settled  by  controlling
precedent, submit to a court of appropriate  jurisdiction  the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.



<PAGE> 5

                              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  Centralia,  State  of  Illinois, on
August 8, 1996.

                                      CSB FINANCIAL GROUP, INC.
                                            (Registrant)



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

                           POWER OF ATTORNEY

     Each  person whose signature appears below hereby constitutes and appoints
K. Gary Reynolds,  the  true  and  lawful  attorney-in-fact  and  agent  of the
undersigned, with full power of substitution and resubstitution, for and in the
name,  place  and  stead of the undersigned, in any and all capacities, to sign
any  and  all  amendments   (including   post-effective   amendments)  to  this
registration  statement, and to file the same, with all exhibits  thereto,  and
other documents  in  connection  therewith,  with  the  Securities and Exchange
Commission, and hereby grants to such attorney-in-fact and agent full power and
authority  to  do  and  perform  each  and  every act and thing  requisite  and
necessary  to be done, fully to all intents and  purposes  as  the  undersigned
might or could  do  in  person,  hereby  ratifying and confirming all that said
attorney-in-fact and agent, or his substitute  or  substitutes, may lawfully do
or cause to be done by virtue hereof.

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

     SIGNATURE                   TITLE                     DATE



/s/ K. Gary Reynolds      President, Chief Executive      August 8, 1996
- ----------------------     Officer and Director
    K. Gary Reynolds      (Principal Executive Officer,
                           Principal Financial Officer and
                           Principal Accounting Officer)


/s/ Wesley N. Breeze
- -----------------------    Director                        August 19, 1996
   Wesley N. Breeze




<PAGE> 6



/s/ A. John Byrne          Director                        August 8, 1996
- ------------------------
    A. John Byrne



/s/ Michael Donnewald      Director                        August 8, 1996
- ------------------------
    Michael Donnewald



/s/ Larry M. Irvin
- ------------------------   Director                        August 19, 1996
    Larry M. Irvin




/s/ W. Harold Monken       Director                        August 8, 1996
- ------------------------
    W. Harold Monken




<PAGE> 7

                             EXHIBIT INDEX

EXHIBIT
NUMBER                DESCRIPTION                              PAGE NO.
- -------               -----------                              --------

4             CSB Financial Group, Inc. 1995 Stock Option
              and Incentive Plan.

5             Opinion of Schiff Hardin & Waite.

23.1          Consent of Larsson Woodyard & Henson LLP.

23.2          Consent of Schiff Hardin & Waite (contained in
              their opinion filed as Exhibit 5).

24            Powers of Attorney (contained on the signature
              pages hereto).
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 15942}]
{"company-data": {"conformed-name": "CSB FINANCIAL GROUP INC", "cik": "0000940006", "assigned-sic": "6036", "irs-number": "371336338", "state-of-incorporation": "DE", "fiscal-year-end": "0831"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-10623", "film-number": "96619118"}, "business-address": {"street1": "200 S POPLAR ST", "street2": "PO BOX 469", "city": "CENTRALIA", "state": "IL", "zip": "62801", "phone": "6185321918"}, "mail-address": {"street1": "200 S POPLAR", "street2": "PO BOX 469", "city": "CENTRALIA", "state": "IL", "zip": "62801"}}
As filed with the Securities and Exchange Commission on August 22, 1996

                                                         REGISTRATION  NO. 333-
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             ----------------------

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

                            --------------------------

                            CSB FINANCIAL GROUP, INC.
                (Exact name of registrant as specified in its charter)

                DELAWARE                                    37-1336338
     (State or other jurisdiction of                        (I.R.S. employer
     incorporation or organization)                         identification no.)

                                200 SOUTH POPLAR STREET
                               CENTRALIA, ILLINOIS 62801
             (Address of principal executive offices, including zip code)

        CSB FINANCIAL GROUP, INC. 1995 STOCK OPTION AND INCENTIVE PLAN
                               (Full title of the plan)

                                   K. GARY REYNOLDS
                                       PRESIDENT
                               CSB FINANCIAL GROUP, INC.
                                200 SOUTH POPLAR STREET
                               CENTRALIA, ILLINOIS 62801
                        (Name and address of agent for service)

                                    (618) 532-1918
             (Telephone number, including area code, of agent for service)

                                    WITH A COPY TO:

                                 CHRISTOPHER J. ZINSKI
                                 SCHIFF HARDIN & WAITE
                                   7200 SEARS TOWER
                                CHICAGO, ILLINOIS 60606
                                    (312) 258-5548

                          *---------------------------------*
CALCULATION OF REGISTRATION FEE

                                                                   Proposed               Proposed
                                                Amount              maximum                maximum
  Title of Securities to be Registered           to be          offering price            aggregate              Amount of
                                              registered           per share           offering price        registration fee
                                                                      (1)                    (1)                    (1)
Common Stock, par value $.01 per share     103,500                   $9.25                $957,375                $330.13
(1)    ESTIMATED  ON  THE  BASIS OF $9.25, THE AVERAGE OF THE BID AND THE ASKED
       PRICE AS QUOTED ON THE  NASDAQ  "SMALL-CAP"  MARKET  ON AUGUST 15, 1996,
       PURSUANT TO RULE 457(H).
2

                                PART II

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The  following  documents,  which have been filed by CSB Financial  Group,
Inc. (the "Registrant"), are incorporated herein by reference:

     (a)   The Registrant's Annual  Report  on  Form 10-KSB for the fiscal year
           ended September 30, 1995;

     (b)   The Registrant's Quarterly Reports on  Form  10-QSB for the quarters
           ended  December  31, 1995 and March 31, 1996 and  June  30,  1996,
           respectively;

     (c)   The Registrant's Current  Reports on Form 8-K dated January 24, 1996
           and April 17, 1996; and

     (d)   The description of the Registrant's Common Stock, par value $.01 per
           share, contained in the Registrant's  Registration Statement on Form
           SB-2, filed with the Commission on March  1,  1995,  as  amended  by
           Amendment  No. 1 on Form SB-2, filed with the Commission on June 29,
           1995 and Amendment  No. 2 on Form SB-2, filed with the Commission on
           August 4, 1995.

     All  documents subsequently  filed  by  the  Registrant  and/or  the  Plan
pursuant to  Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment which indicates that
all  securities  offered  hereby  have  been  sold  or  which  deregisters  all
securities  then  remaining  unsold,  shall be deemed incorporated by reference
herein and to be a part hereof from the date of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The  Registrant  is  empowered by Section  145  of  the  Delaware  General
Corporation Law, subject to  the  procedures and limitations stated therein, to
indemnify any person against expenses  (including  attorney's fees), judgments,
fines and amount paid in settlement actually and reasonably  incurred by him or
her  in  the  defense of any threatened, pending or completed action,  suit  or
proceeding in which  such  person is made a party by reason of his or her being
or having been a director, officer,  employee  or  agent  of the Registrant, or
serving  or  having  served  at  the request of the Registrant as  a  director,
officer, employee or agent of another  enterprise.   The  statute provides that
this  indemnification  is  not exclusive of other rights of indemnification  to
which a person may be entitled under any bylaw, agreement, vote of stockholders
or disinterested directors, or otherwise.
3

     The Certificate of Incorporation  and  Bylaws  of  the Registrant provide,
subject  to  certain  procedures  and  limitations  stated  therein,  that  the
Registrant  shall  indemnify any person against expenses (including  attorneys'
fees), judgments, fines  and amounts paid in settlement actually and reasonably
incurred by him or her in  the  defense of any threatened, pending or completed
action, suit or proceeding in which  such  person  is made a party by reason of
his or her being or having been a director or officer  of  the  Registrant,  or
being  or  having  been  a director or officer of the Registrant and serving or
having served at the request of the Registrant as a director, officer, employee
or agent of another enterprise.   The indemnification is not exclusive of other
rights of indemnification to which  a person may be entitled under any statute,
bylaw,  agreement,  vote  of  stockholders   or   disinterested  directors,  or
otherwise.

     The Registrant maintains an insurance policy under  which its officers and
directors, and the officers and directors of its subsidiary  Centralia  Savings
Bank,  are  insured,  within  the  limits and subject to the limitations of the
policy, against certain losses arising  from  any  claim or claims made against
them in their respective capacities of directors or  officers.  The policy also
provides  for reimbursement to the Registrant for any indemnification  of  such
officers and directors.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8. EXHIBITS.

     The exhibits  filed  herewith  or incorporated by reference herein are set
forth in the Exhibit Index filed as part of this registration statement on page
7 hereof.

ITEM 9. UNDERTAKINGS.

     The undersigned Registrant hereby undertakes:

     (1)   To file, during any period  in which offers or sales are being made,
a post-effective amendment to this registration statement:

           (i)  To include any prospectus  required  by Section 10(a)(3) of the
     Securities Act of 1933;

           (ii)  To reflect in the prospectus any facts or events arising after
     the effective date of the registration statement (or the most recent post-
     effective  amendment thereof) which, individually  or  in  the  aggregate,
     represent a  fundamental  change  in  the  information  set  forth  in the
     registration  statement;  provided, however, that 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  volume  and  price
     represent no more than  a  20  percent  change  in  the  maximum aggregate
     offering price set forth in the "Calculation of Registration Fee" table in
     the effective registration statement; and

           (iii)  To 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;
4

PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration  statement  is on Form S-3, Form S-8, and the information required
to be included in a post-effective  amendment  by those paragraphs is contained
in periodic reports filed by the Registrant pursuant  to Section 13 or 15(d) of
the Securities Exchange Act of 1934 that are incorporated  by  reference in the
registration statement.

     (2)   That,  for  the  purpose  of  determining  any  liability under  the
Securities Act of 1933, each such post-effective amendment shall  be  deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the  initial
BONA FIDE offering thereof.

     (3)   To  remove  from registration by means of a post-effective amendment
any of the securities being  registered  which remain unsold at the termination
of the offering.

     The  undersigned  Registrant  hereby  undertakes  that,  for  purposes  of
determining any liability under the Securities  Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a)  or  Section  15(d) of the
Securities  Exchange  Act  of  1934 (and, where applicable, each filing  of  an
employee  benefit  plan's  annual report  pursuant  to  Section  15(d)  of  the
Securities Exchange Act of 1934)  that  is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to  be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.

     Insofar as indemnification for liabilities arising  under  the  Securities
Act of 1933 may be permitted to directors, officers and controlling persons  of
the  Registrant  pursuant  to  the  foregoing  provisions,  or  otherwise,  the
Registrant  has been advised that in the opinion of the Securities and Exchange
Commission such  indemnification  is  against public policy as expressed in the
Act  and  is,  therefore,  unenforceable.   In  the  event  that  a  claim  for
indemnification  against such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred  or paid by a director, officer or controlling
person of the Registrant in the successful  defense  of  any  action,  suit  or
proceeding)  is  asserted  by  such  director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the  opinion  of  its  counsel  the matter  has  been  settled  by  controlling
precedent, submit to a court of appropriate  jurisdiction  the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
5

                              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  Centralia,  State  of  Illinois, on
August 8, 1996.

                                      CSB FINANCIAL GROUP, INC.
                                            (Registrant)

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

                           POWER OF ATTORNEY

     Each  person whose signature appears below hereby constitutes and appoints
K. Gary Reynolds,  the  true  and  lawful  attorney-in-fact  and  agent  of the
undersigned, with full power of substitution and resubstitution, for and in the
name,  place  and  stead of the undersigned, in any and all capacities, to sign
any  and  all  amendments   (including   post-effective   amendments)  to  this
registration  statement, and to file the same, with all exhibits  thereto,  and
other documents  in  connection  therewith,  with  the  Securities and Exchange
Commission, and hereby grants to such attorney-in-fact and agent full power and
authority  to  do  and  perform  each  and  every act and thing  requisite  and
necessary  to be done, fully to all intents and  purposes  as  the  undersigned
might or could  do  in  person,  hereby  ratifying and confirming all that said
attorney-in-fact and agent, or his substitute  or  substitutes, may lawfully do
or cause to be done by virtue hereof.

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

     SIGNATURE                   TITLE                     DATE

/s/ K. Gary Reynolds      President, Chief Executive      August 8, 1996
- ----------------------     Officer and Director
    K. Gary Reynolds      (Principal Executive Officer,
                           Principal Financial Officer and
                           Principal Accounting Officer)

/s/ Wesley N. Breeze
- -----------------------    Director                        August 19, 1996
   Wesley N. Breeze
6

/s/ A. John Byrne          Director                        August 8, 1996
- ------------------------
    A. John Byrne

/s/ Michael Donnewald      Director                        August 8, 1996
- ------------------------
    Michael Donnewald

/s/ Larry M. Irvin
- ------------------------   Director                        August 19, 1996
    Larry M. Irvin

/s/ W. Harold Monken       Director                        August 8, 1996
- ------------------------
    W. Harold Monken
7

                             EXHIBIT INDEX

EXHIBIT
NUMBER                DESCRIPTION                              PAGE NO.
- -------               -----------                              --------

4             CSB Financial Group, Inc. 1995 Stock Option
              and Incentive Plan.

5             Opinion of Schiff Hardin & Waite.

23.1          Consent of Larsson Woodyard & Henson LLP.

23.2          Consent of Schiff Hardin & Waite (contained in
              their opinion filed as Exhibit 5).

24            Powers of Attorney (contained on the signature
              pages hereto).