UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-QSB

(Mark One)

[X]      QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
           EXCHANGE ACT OF 1934

For the quarterly period ended           December 31, 2000
                               -----------------------------------------------

                                       OR

[ ]      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from ____________ to _______________

Commission File Number:    0-25906
                       --------------

                               ASB FINANCIAL CORP.
- ------------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

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

                  503 Chillicothe Street Portsmouth, Ohio 45662
- ------------------------------------------------------------------------------
                    (Address of principal executive offices)

                                 (740) 354-3177
- ------------------------------------------------------------------------------
                           (Issuer's telephone number)

- ------------------------------------------------------------------------------
        (Former name, former address and former fiscal year, if changed
                               since last report)

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the issuer filed all documents and reports required to be filed by
Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities
under a plan confirmed by a court.

Yes [    ]        No  [    ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest  practicable date:  February 9, 2001 - 1,559,858 shares
of common stock

Transitional Small Business Disclosure Format (Check one):  Yes [  ]     No [X]



                               Page 1 of 16 pages





                                      INDEX

                                                                     Page

PART I   - FINANCIAL INFORMATION

           Consolidated Statements of Financial Condition              3

           Consolidated Statements of Earnings                         4

           Consolidated Statements of Comprehensive Income             5

           Consolidated Statements of Cash Flows                       6

           Notes to Consolidated Financial Statements                  8

           Management's Discussion and Analysis of
           Financial Condition and Results of
           Operations                                                 10


PART II  -  OTHER INFORMATION                                         15

SIGNATURES                                                            16






























                                        2






                               ASB Financial Corp.



                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

                        (In thousands, except share data)

                                                                                       December 31,            June 30,
         ASSETS                                                                                2000                2000
                                                                                                              
Cash and due from banks                                                                    $    709            $    917
Interest-bearing deposits in other financial institutions                                     4,258               4,152
                                                                                            -------             -------
         Cash and cash equivalents                                                            4,967               5,069

Investment securities available for sale - at market                                         20,336              19,112
Mortgage-backed securities available for sale - at market                                     8,151               8,616
Loans receivable - net                                                                       97,450              95,084
Office premises and equipment - at depreciated cost                                           1,396               1,366
Federal Home Loan Bank stock - at cost                                                          761                 733
Accrued interest receivable on loans                                                            118                  63
Accrued interest receivable on mortgage-backed securities                                        60                  59
Accrued interest receivable on investments and
  interest-bearing deposits                                                                     350                 355
Prepaid expenses and other assets                                                               477                 542
Prepaid federal income taxes                                                                    319                 228
Deferred federal income tax assets                                                              141                 671
                                                                                            -------             -------

         Total assets                                                                      $134,526            $131,898
                                                                                            =======             =======

         LIABILITIES AND SHAREHOLDERS' EQUITY

Deposits                                                                                   $114,088            $110,007
Advances from the Federal Home Loan Bank                                                      4,774               7,790
Advances by borrowers for taxes and insurance                                                   164                 173
Accrued interest payable                                                                        128                  89
Other liabilities                                                                             1,145               1,258
                                                                                            -------             -------
         Total liabilities                                                                  120,299             119,317

Shareholders' equity
  Preferred stock, 1,000,000 shares authorized, no par value;
    no shares issued                                                                              -                  -
  Common stock, authorized 4,000,000 shares without par or stated value;
    1,746,924 shares issued                                                                       -                  -
  Additional paid-in capital                                                                  8,535               8,454
  Retained earnings, restricted                                                               8,245               7,870
  Shares acquired by stock benefit plans                                                       (834)             (1,059)
  Accumulated comprehensive income (loss), unrealized gains (losses)
    on securities designated as available for sale, net of related tax effects                  437                (592)
  Less 184,566 and 177,366 shares of treasury stock, respectively - at cost                  (2,156)             (2,092)
                                                                                            -------             -------
         Total shareholders' equity                                                          14,227              12,581
                                                                                            -------             -------

         Total liabilities and shareholders' equity                                        $134,526            $131,898
                                                                                            =======             =======







                                        3






                               ASB Financial Corp.



                       CONSOLIDATED STATEMENTS OF EARNINGS

                      (In thousands, except per share data)

                                                                        For the six months           For the three months
                                                                          ended December 31,           ended December 31,
                                                                         2000         1999            2000         1999
                                                                                                       
Interest income
  Loans                                                                $4,013       $3,437          $2,024       $1,769
  Mortgage-backed securities                                              295          307             142          151
  Investment securities                                                   811          757             410          371
  Interest-bearing deposits and other                                       2            9               1            4
                                                                        -----        -----           -----        -----
         Total interest income                                          5,121        4,510           2,577        2,295

Interest expense
  Deposits                                                              3,001        2,445           1,548        1,230
  Borrowings                                                              221          162             105           88
                                                                        -----        -----           -----        -----
         Total interest expense                                         3,222        2,607           1,653        1,318
                                                                        -----        -----           -----        -----

         Net interest income                                            1,899        1,903             924          977

Provision for losses on loans                                              -             1              -            -
                                                                        -----        -----           -----        -----

         Net interest income after provision for
           losses on loans                                              1,899        1,902             924          977

Other income
  Gain on sale of investment securities                                    52           -               27           -
  Other operating                                                         184          155              98           77
                                                                        -----        -----           -----        -----
         Total other income                                               236          155             125           77

General, administrative and other expense
  Employee compensation and benefits                                      778          748             386          376
  Occupancy and equipment                                                  88           52              44           28
  Federal deposit insurance premiums                                       14           29               7           14
  Franchise taxes                                                          76           88              25           37
  Data processing                                                         168          145              83           76
  Other operating                                                         267          252             145          158
                                                                        -----        -----           -----        -----
         Total general, administrative and other expense                1,391        1,314             690          689
                                                                        -----        -----           -----        -----

         Earnings before income taxes                                     744          743             359          365

Federal income taxes
  Current                                                                 205          212              98           93
  Deferred                                                                 -            (1)             -            13
                                                                        -----        -----           -----        -----
         Total federal income taxes                                       205          211              98          106
                                                                        -----        -----           -----        -----

         NET EARNINGS                                                  $  539       $  532          $  261       $  259
                                                                        =====        =====           =====        =====

         EARNINGS PER SHARE
           Basic                                                         $.36         $.34            $.18         $.17
                                                                          ===          ===             ===          ===

           Diluted                                                       $.35         $.34            $.17         $.17
                                                                          ===          ===             ===          ===





                                        4





                               ASB Financial Corp.



                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

                                 (In thousands)


                                                               For the six months           For the three months
                                                                ended December 31,            ended December 31,
                                                              2000            1999           2000           1999
                                                                                                
Net earnings                                                $  539           $ 532           $261          $ 259

Other comprehensive income (loss), net of taxes:
  Unrealized holding gains (losses) on securities during
    the period, net of taxes (benefits) of $548, $(268),
    $347 and $(152) during the respective periods            1,063            (520)           673           (296)

Reclassification adjustment for realized gains included
  in earnings, net of taxes of $18 and $9 during the six
  and three month periods ended  December 31, 2000,
  respectively                                                 (34)             -             (18)            -
                                                             -----            ----            ---           ----

Comprehensive income (loss)                                 $1,568           $  12           $916          $ (37)
                                                             =====            ====            ===           ====

Accumulated comprehensive income (loss)                     $  437           $(255)          $437          $(255)
                                                             =====            ====            ===           ====





























                                        5






                               ASB Financial Corp.



                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                      For the six months ended December 31,
                                 (In thousands)

                                                                                                 2000              1999
                                                                                                             
Cash flows from operating activities:
  Net earnings for the period                                                                 $   539           $   532
  Adjustments to reconcile net earnings to net cash
  provided by (used in) operating activities:
    Amortization of discounts and premiums on loans,
      investments and mortgage-backed securities - net                                            (37)               16
    Amortization of deferred loan origination fees                                                (29)              (28)
    Depreciation and amortization                                                                  60                52
    Amortization of expense related to stock benefit plans                                        306               325
    Provision for losses on loans                                                                  -                  1
    Federal Home Loan Bank stock dividends                                                        (28)              (28)
    Gain on sale of investment securities                                                         (52)               -
    Increase (decrease) in cash due to changes in:
      Accrued interest receivable                                                                 (51)              (10)
      Prepaid expenses and other assets                                                            65               257
      Other liabilities                                                                           (74)             (101)
      Federal income taxes
        Current                                                                                   (91)               79
        Deferred                                                                                   -                 (1)
                                                                                               ------            ------
         Net cash provided by operating activities                                                608             1,094

Cash flows provided by (used in) investing activities:
  Purchase of investment securities                                                                -               (765)
  Proceeds from maturity of investment securities                                                 255                -
  Proceeds from sale of investment securities                                                      53                -
  Principal repayments on mortgage-backed securities                                              581               955
  Loan principal repayments                                                                     9,620             8,563
  Loan disbursements                                                                          (11,957)          (16,048)
  Purchase of office equipment                                                                    (90)             (280)
  Decrease in certificates of deposit in other financial institutions - net                        -                 99
                                                                                               ------            ------
         Net cash used in investing activities                                                 (1,538)           (7,476)

Cash flows provided by (used in) financing activities:
  Net increase in deposit accounts                                                              4,081             1,957
  Proceeds from Federal Home Loan Bank advances                                                    -              7,500
  Repayment of Federal Home Loan Bank advances                                                 (3,016)           (5,516)
  Advances by borrowers for taxes and insurance                                                    (9)              (16)
  Purchase of treasury stock                                                                      (64)             (649)
  Proceeds from exercise of stock options                                                          -                 61
  Dividends paid on common stock                                                                 (164)           (1,792)
                                                                                               ------            ------
         Net cash provided by financing activities                                                828             1,545
                                                                                               ------            ------

Net decrease in cash and cash equivalents                                                        (102)           (4,837)

Cash and cash equivalents at beginning of period                                                5,069             7,566
                                                                                               ------            ------

Cash and cash equivalents at end of period                                                    $ 4,967           $ 2,729
                                                                                               ======            ======





                                        6





                               ASB Financial Corp.



                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                      For the six months ended December 31,
                                 (In thousands)

                                                                                                 2000              1999
                                                                                                             
Supplemental  disclosure of cash flow  information:
  Cash paid during the period for:
    Federal income taxes                                                                       $  225            $  157
                                                                                                =====             =====

    Interest on deposits and borrowings                                                        $3,183            $2,598
                                                                                                =====             =====

Supplemental disclosure of noncash investing activities:
  Unrealized gains (losses) on securities designated as available
    for sale, net of related tax effects                                                       $1,029            $ (520)
                                                                                                =====             =====






































                                        7






                               ASB Financial Corp.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

          For the six and three months ended December 31, 2000 and 1999


    1.   Basis of Presentation

    The accompanying  unaudited  consolidated financial statements were prepared
    in  accordance  with  instructions  for Form 10-QSB and,  therefore,  do not
    include  information or footnotes  necessary for a complete  presentation of
    financial position,  results of operations and cash flows in conformity with
    generally  accepted  accounting  principles.  Accordingly,  these  financial
    statements  should be read in conjunction  with the  consolidated  financial
    statements  and notes thereto of ASB  Financial  Corp.  (the  "Corporation")
    included  in the  Annual  Report on Form  10-KSB for the year ended June 30,
    2000. However, in the opinion of management,  all adjustments (consisting of
    only normal recurring  accruals) which are necessary for a fair presentation
    of the financial  statements  have been included.  The results of operations
    for the three  and  six-month  periods  ended  December  31,  2000,  are not
    necessarily  indicative  of the results which may be expected for the entire
    fiscal year.

    2.   Principles of Consolidation

    The accompanying  consolidated  financial statements include the accounts of
    the Corporation and its wholly owned subsidiary,  American Savings Bank, fsb
    ("American" or the "Savings Bank"). All significant  intercompany items have
    been eliminated.

    3.   Earnings Per Share

    Basic earnings per share is computed based upon the weighted-average  shares
    outstanding  during  the  period,  less  shares in the ASB  Financial  Corp.
    Employee  Stock  Ownership  Plan (the "ESOP") that are  unallocated  and not
    committed to be released.  Weighted-average common shares outstanding, which
    give  effect  to 37,209  unallocated  ESOP  shares,  totaled  1,517,630  and
    1,515,335  for the six and  three-month  periods  ended  December  31, 2000.
    Weighted-average  common  shares  deemed  outstanding,  which give effect to
    51,432 unallocated ESOP shares,  totaled 1,561,834 and 1,546,206 for the six
    and three-month periods ended December 31, 1999.

    Diluted  earnings  per share is computed  taking into  consideration  common
    shares  outstanding and dilutive  potential common shares to be issued under
    the Corporation's stock option plan.  Weighted-average  common shares deemed
    outstanding  for purposes of computing  diluted  earnings per share  totaled
    1,545,384 and 1,540,201 for the six and  three-month  periods ended December
    31, 2000,  and 1,578,686 and 1,556,030 for the six and  three-month  periods
    ended  December 31, 1999,  respectively.  Incremental  shares related to the
    assumed  exercise of stock options  totaled 27,754 and 24,866 shares for the
    six and  three-month  periods  ended  December 31, 2000 and 16,852 and 9,824
    shares for the six and three-month periods ended December 31, 1999.







                                        8





                               ASB Financial Corp.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

          For the six and three months ended December 31, 2000 and 1999


    4.   Effects of Recent Accounting Pronouncements

    In June 1998, the Financial  Accounting  Standards Board (the "FASB") issued
    Statement of Financial  Accounting  Standards ("SFAS") No. 133,  "Accounting
    for Derivative  Instruments and Hedging Activities," which requires entities
    to recognize all derivatives in their financial  statements as either assets
    or  liabilities  measured at fair  value.  SFAS No. 133 also  specifies  new
    methods of accounting  for hedging  transactions,  prescribes  the items and
    transactions that may be hedged,  and specifies  detailed criteria to be met
    to qualify for hedge accounting.

    The  definition  of a derivative  financial  instrument  is complex,  but in
    general,  it is an  instrument  with  one or  more  underlyings,  such as an
    interest  rate or  foreign  exchange  rate,  that is  applied  to a notional
    amount,  such  as  an  amount  of  currency,  to  determine  the  settlement
    amount(s).  It generally requires no significant  initial investment and can
    be settled  net or by delivery  of an asset that is readily  convertible  to
    cash.  SFAS No. 133  applies to  derivatives  embedded  in other  contracts,
    unless the  underlying  of the  embedded  derivative  is clearly and closely
    related to the host contract.

    SFAS No.  133, as amended by SFAS No. 137,  is  effective  for fiscal  years
    beginning  after June 15,  2000.  On  adoption,  entities  are  permitted to
    transfer  held-to-maturity  debt  securities  to the  available-for-sale  or
    trading  category  without  calling into question their intent to hold other
    debt securities to maturity in the future.  Management  adopted SFAS No. 133
    effective  July  1,  2000,  as  required,  without  material  impact  on the
    Corporation's financial position or results of operations.

    In September  2000, the FASB issued SFAS No. 140  "Accounting  for Transfers
    and Servicing of Financial Assets and Extinguishments of Liabilities," which
    revises the standards for accounting for securitizations and other transfers
    of financial  assets and collateral and requires  certain  disclosures,  but
    carries over most of the provisions of SFAS No. 125 without reconsideration.
    SFAS No. 140 is effective for  transfers  and servicing of financial  assets
    and extinguishments of liabilities  occurring after March 31, 2001. SFAS No.
    140 is effective for recognition and  reclassification of collateral and for
    disclosures  relating to  securitization  transactions  and  collateral  for
    fiscal years ending after  December 15, 2000,  and is not expected to have a
    material  effect on the  Corporation's  financial  position  or  results  of
    operations.














                                        9





                               ASB Financial Corp.

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS


Discussion  of  Financial  Condition  Changes from June 30, 2000 to December 31,
2000

At December 31, 2000,  the  Corporation's  assets  totaled  $134.5  million,  an
increase of $2.6  million,  or 2.0%,  over total  assets at June 30,  2000.  The
increase in assets was funded  primarily  by growth in deposits of $4.1  million
and a $1.6 million increase in shareholders' equity, which were partially offset
by a $3.0 million decrease in advances from the Federal Home Loan Bank ("FHLB").

Liquid assets (i.e. cash and  interest-bearing  deposits) decreased by $102,000,
or 2.0%,  from June 30, 2000 levels,  to a total of $5.0 million at December 31,
2000.  Investment  securities  totaled  $20.3  million at December 31, 2000,  an
increase of $1.2  million,  or 6.4%,  over June 30, 2000 levels.  During the six
month period ended  December 31, 2000,  unrealized  gains on available  for sale
securities increased by $1.4 million.

Mortgage-backed securities totaled $8.2 million at December 31, 2000, a decrease
of  $465,000,  or 5.4%,  from the total at June 30,  2000.  The decrease was due
primarily to principal repayments of $581,000,  which were partially offset by a
decline in net unrealized losses totaling $132,000 for the quarter.

Loans receivable increased by $2.4 million, or 2.5%, during the six month period
ended  December  31,  2000,  to a total of  $97.5  million.  Loan  disbursements
amounted to $12.0 million and were partially  offset by principal  repayments of
$9.6 million.  The allowance  for loan losses  totaled  $719,000 and $723,000 at
December 31, 2000 and June 30, 2000, respectively.  Nonperforming and nonaccrual
loans  totaled  $694,000  and  $281,000 at December  31, 2000 and June 30, 2000,
respectively.  The  allowance for loan losses  represented  103.6% and 257.3% of
nonperforming  loans as of December  31, 2000 and June 30,  2000,  respectively.
Although  management believes that its allowance for loan losses at December 31,
2000, was adequate based upon the available facts and  circumstances,  there can
be no assurance that additions to such allowance will not be necessary in future
periods, which could adversely affect the Corporation's results of operations.

Deposits  totaled  $114.1  million at  December  31,  2000,  an increase of $4.1
million,  or 3.7%,  over  June 30,  2000  levels.  The  growth in  deposits  was
primarily  attributable to  management's  efforts to maintain a moderate rate of
deposit growth through marketing and pricing  strategies.  Proceeds from deposit
growth were generally used to fund new loan originations and repay advances from
the FHLB.

Advances  from the FHLB totaled $4.8 million at December 31, 2000, a decrease of
$3.0 million, or 38.7%, compared to June 30, 2000.

Shareholders'  equity totaled $14.2 million at December 31, 2000, an increase of
$1.6  million,  or 13.1%,  over June 30,  2000  levels.  The  increase  resulted
primarily  from a $1.0  million  increase  in  unrealized  gains  on  securities
designated  as  available  for sale and net  earnings  of  $539,000,  which were
partially  offset  by  dividends  on common  shares  totaling  $164,000  for the
six-month period.

American is required to meet minimum capital standards promulgated by the Office
of Thrift  Supervision  ("OTS").  At December  31, 2000,  American's  regulatory
capital was well in excess of the minimum capital requirements.



                                       10





                               ASB Financial Corp.

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                      AND RESULTS OF OPERATIONS (CONTINUED)


Comparison  of Operating  Results for the Six-Month  Periods Ended  December 31,
2000 and 1999

General

Net earnings amounted to $539,000 for the six months ended December 31, 2000, an
increase of $7,000,  or 1.3%,  compared to the $532,000 of net earnings reported
for the same period in 1999. The increase in earnings resulted primarily from an
$81,000  increase in other  income and a $6,000  decrease in the  provision  for
federal income taxes,  which were partially  offset by a $4,000  decrease in net
interest  income and a $77,000  increase  in general,  administrative  and other
expense.

Net Interest Income

Net  interest  income  decreased  by $4,000,  or 0.2%,  for the six months ended
December  31,  2000,  compared  to the 1999  period.  Interest  income  on loans
increased by $576,000,  or 16.8%, during the six-month period ended December 31,
2000, compared to the 1999 period, due primarily to an approximate $10.4 million
increase  in the  average  portfolio  balance  outstanding  and a 33 basis point
increase in the weighted-average  interest rate year to year. Interest income on
investment  and  mortgage-backed  securities and  interest-bearing  deposits and
other increased by $35,000,  or 3.3%, due primarily to a 24 basis point increase
in the  weighted-average  interest rate year to year, which was partially offset
by a $110,000 decrease in the average balance of the related assets.

Interest expense on deposits  increased by $556,000,  or 22.7%, due primarily to
an increase of  approximately  $10.2 million in the average  balance of deposits
outstanding,  coupled  with a 56 basis point  increase  in the  weighted-average
interest rate year to year. Interest expense on borrowings increased by $59,000,
or 36.4%,  due  primarily  to a 101 basis point  increase in the average cost of
borrowings,  and a  $900,000  increase  in the  average  balance  of  borrowings
outstanding.

Provision for Losses on Loans

As a result of an  analysis  of  historical  experience,  the volume and type of
lending  conducted by the Savings  Bank,  the status of past due  principal  and
interest payments, general economic conditions,  particularly as such conditions
relate to the Savings  Bank's  market  area,  and other  factors  related to the
collectibility of the Savings Bank's loan portfolio,  management determined that
the  allowance  for loan losses was adequate and did not record a provision  for
losses on loans for the six-month  period ended December 31, 2000.  There can be
no assurance  that the loan loss  allowance  will be adequate to cover losses on
nonperforming assets in the future.

Other Income

Other income  increased by $81,000,  or 52.3%, for the six months ended December
31, 2000,  compared to the same period in 1999,  due primarily to a $52,000 gain
on the sale of investment securities, coupled with a $29,000, or 18.7%, increase
in other operating  income,  due primarily to increased  service fees on ATM and
other account  transactions,  as well as increased  revenues related to sales of
non-deposit investment products through an agency arrangement with a third-party
vendor.




                                       11





                               ASB Financial Corp.

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                      AND RESULTS OF OPERATIONS (CONTINUED)


Comparison  of Operating  Results for the Six-Month  Periods Ended  December 31,
2000 and 1999 (continued)

General, Administrative and Other Expense

General,  administrative and other expense increased by $77,000, or 5.9%, during
the six months ended  December  31,  2000,  compared to the same period in 1999.
This increase resulted primarily from a $30,000,  or 4.0%,  increase in employee
compensation  and  benefits,  a $36,000,  or 69.2%,  increase in  occupancy  and
equipment expense, a $23,000, or 15.9%,  increase in data processing expense and
a $15,000,  or 6.0%,  increase in other operating expense,  which were partially
offset by a $15,000,  or 51.7%,  decrease  in FDIC  premiums  and a $12,000,  or
13.6%,  decrease in franchise taxes.  The increase in employee  compensation and
benefits  was due  primarily  to an increase in staffing  levels  including  the
hiring of a chief  financial  officer.  The increase in occupancy  and equipment
expense reflects increased  depreciation and maintenance costs associated with a
new drive-through location and the new computer hardware purchased during fiscal
2000. The increase in data processing  expense primarily reflects an increase in
transaction costs, coupled with the effects of the Corporation's  overall growth
year to year. The decrease in FDIC insurance  premiums and franchise tax expense
is due to a reduction  in FDIC  premium  rates and a decrease  in  shareholders'
equity  in prior  periods.  The  increase  in other  operating  expense  relates
primarily  to higher  amortization  expense  associated  with the  Corporation's
participation in a low income housing partnership.

Federal Income Taxes

The provision for federal income taxes totaled $205,000 for the six months ended
December 31, 2000, a decrease of $6,000, or 2.8%, compared to the same period in
1999.  This  decrease  resulted  primarily  from the effects of  additional  tax
credits from the Savings Bank's investment in a low-income housing  partnership.
The effective tax rate was 27.6% and 28.4% for the six months ended December 31,
2000 and 1999, respectively.


Comparison of Operating  Results for the Three-Month  Periods Ended December 31,
2000 and 1999

General

Net earnings  amounted to $261,000 for the three months ended December 31, 2000,
an  increase  of $2,000,  or 0.8%,  compared  to the  $259,000  of net  earnings
reported  for the same  period  in  1999.  The  increase  in  earnings  resulted
primarily from a $48,000  increase in other income and an $8,000 decrease in the
provision for federal  income taxes,  which were  partially  offset by a $53,000
decrease in net interest income.








                                       12





                               ASB Financial Corp.

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                      AND RESULTS OF OPERATIONS (CONTINUED)


Comparison of Operating  Results for the Three-Month  Periods Ended December 31,
2000 and 1999 (continued)

Net Interest Income

Net interest  income  decreased by $53,000,  or 5.4%, for the three months ended
December  31,  2000,  compared  to the 1999  period.  Interest  income  on loans
increased by $255,000,  or 14.4%,  during the three-month  period ended December
31, 2000,  compared to the 1999 period,  due  primarily to an  approximate  $8.9
million  increase in the average  portfolio  balance  outstanding and a 35 basis
point  increase in the weighted  average  interest  rate year to year.  Interest
income  on  investment  and  mortgage-backed   securities  and  interest-bearing
deposits and other  increased by $27,000,  or 5.1%,  due primarily to a 22 basis
point  increase  in the  weighted-average  interest  rate  year to  year,  and a
$580,000 increase in the average balance of the related assets.

Interest expense on deposits  increased by $318,000,  or 25.9%, due primarily to
an increase of  approximately  $10.8 million in the average  balance of deposits
outstanding,  coupled  with a 66 basis point  increase  in the  weighted-average
interest rate year to year. Interest expense on borrowings increased by $17,000,
or 19.3%,  due  primarily  to a 73 basis point  increase in the average  cost of
borrowings,  and a  $340,000  increase  in the  average  balance  of  borrowings
outstanding.

Provision for Losses on Loans

As a result of an  analysis  of  historical  experience,  the volume and type of
lending  conducted by the Savings  Bank,  the status of past due  principal  and
interest payments, general economic conditions,  particularly as such conditions
relate to the Savings  Bank's  market  area,  and other  factors  related to the
collectibility of the Savings Bank's loan portfolio,  management determined that
the  allowance  for loan losses was adequate and did not record a provision  for
losses on loans for the  three-month  periods ended  December 31, 2000 and 1999.
There can be no assurance that the loan loss allowance will be adequate to cover
losses on nonperforming assets in the future.

Other Income

Other income increased by $48,000, or 62.3%, for the three months ended December
31, 2000,  compared to the same period in 1999,  due primarily to a $27,000 gain
on the sale of investment securities, coupled with a $21,000, or 27.3%, increase
in other operating  income,  due primarily to increased  service fees on ATM and
other  account  transactions  during the period,  as well as increased  revenues
related  to  sales  of  non-deposit   investment   products  through  an  agency
arrangement with a third-party vendor.

General, Administrative and Other Expense

General,  administrative  and other expense increased by $1,000, or 0.1%, during
the three months ended  December 31, 2000,  compared to the same period in 1999.
This  increase  was  comprised  primarily  of a $10,000,  or 2.7%,  increase  in
employee  compensation and benefits, a $16,000, or 57.1%,  increase in occupancy
and  equipment  expense  and a  $7,000,  or 9.2%,  increase  in data  processing
expense,  which were partially  offset by a $7,000,  or 50.0%,  decrease in FDIC
premiums,  a $12,000,  or 32.4%,  decrease in franchise taxes and a $13,000,  or
8.2%, decrease in other operating expense. The increase in employee compensation
and benefits was due primarily to an increase in staffing  levels  including the
hiring of a chief financial officer. The increase in occupancy and

                                       13





                               ASB Financial Corp.

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                      AND RESULTS OF OPERATIONS (CONTINUED)


Comparison of Operating  Results for the Three-Month  Periods Ended December 31,
2000 and 1999 (continued)

General, Administrative and Other Expense (continued)

equipment  expense  reflects   increased   depreciation  and  maintenance  costs
associated  with a new  drive-through  location  and the new  computer  hardware
purchased during fiscal 2000. The increase in data processing  expense primarily
reflects an  increase  in  transaction  costs,  coupled  with the effects of the
Corporation's  overall  growth  year to year.  The  decrease  in FDIC  insurance
premiums and  franchise  tax expense is due to a reduction in FDIC premium rates
and a decrease in  shareholders'  equity  during the  franchise  tax  assessment
period.  The  decrease  in  other  operating  expense  resulted  primarily  from
management's  overall  effort to reduce  overhead  costs and  improve  operating
efficiency.

Federal Income Taxes

The  provision  for federal  income taxes  totaled  $98,000 for the three months
ended  December 31, 2000,  a decrease of $8,000,  or 7.5%,  compared to the same
period  in 1999.  This  decrease  resulted  primarily  from the  decline  in net
earnings  before taxes of $6,000,  or 1.6%,  and the effects of  additional  tax
credits from the Savings Bank's investment in a low income housing  partnership.
The effective tax rates were 27.3% and 29.0% for the  three-month  periods ended
December 31, 2000 and 1999, respectively.


























                                       14





                               ASB Financial Corp.

                                     PART II


ITEM 1.  Legal Proceedings

         Not applicable


ITEM 2.  Changes in Securities and Use of Proceeds

         Not applicable


ITEM 3.  Defaults Upon Senior Securities

         Not applicable


ITEM 4.  Submission of Matters to a Vote of Security Holders

         None.

ITEM 5.  Other Information

         None.

ITEM 6.  Exhibits and Reports on Form 8-K

         Exhibits:                        None.

         Reports on Form 8-K:             None.




















                                       15





                               ASB Financial Corp.

                                   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 thereunto duly authorized.





Date:     February 12, 2001              By:  /s/Robert M. Smith
       ------------------------               ---------------------------------
                                              Robert M. Smith
                                              President, Chief Executive Officer
                                              and principal financial officer





































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