SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C.  20549

                                  FORM 8-K

                               CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of
                     the Securities Exchange Act of 1934

     Date of Report (Date of earliest event reported) January 26, 2000
                                                      ----------------

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

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

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

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

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


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

             On January 26, 2000, the Registrant and Midland States
   Bancorp, Inc. jointly announced that they had signed a definitive
   Merger Agreement providing for Midland States Bancorp's acquisition of
   the Registrant by means of the merger of a wholly owned subsidiary of
   Midland States Bancorp with and into the Registrant.  Upon the
   effectiveness of the proposed merger, holders of shares of the
   Registrant's common stock will have the right to receive cash in the
   amount of $16 per share, subject to downward adjustment under certain
   circumstances.  The completion of the proposed acquisition is subject
   to, among other things, the obtaining of requisite regulatory
   approvals and the approval of stockholders of the Registrant, and is
   expected to be completed during the second calendar quarter of 2000.
   Additional information concerning the foregoing can be found in the
   Registrant's press release, which is attached hereto as Exhibit 99.1.


   Item 7.   Financial Statements and Exhibits
             ---------------------------------

             (c)  Exhibits

             Exhibit 99.1     January 26, 2000 Press Release


                                 SIGNATURES

             Pursuant to the requirements of the Securities Exchange Act
   of 1934, the Registrant has duly caused this report to be signed on
   its behalf by the undersigned hereunto duly authorized.

                                 CSB FINANCIAL GROUP, INC.


                                 By:   K. Gary Reynolds


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

   Dated:  January 26, 2000


                                EXHIBIT INDEX

   Number    Description
   ------    -----------

    99.1     January 26, 2000 Press Release