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              March 31, 2001
                               -----------------------------------------------

                                       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: May 11, 2001 - 1,532,658 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)

                                                                                          March 31,            June 30,
         ASSETS                                                                                2001                2000
                                                                                                             
Cash and due from banks                                                                    $  3,315            $    917
Interest-bearing deposits in other financial institutions                                     1,273               4,152
                                                                                            -------             -------
         Cash and cash equivalents                                                            4,588               5,069

Investment securities available for sale - at market                                         21,379              19,112
Mortgage-backed securities available for sale - at market                                     8,172               8,616
Loans receivable - net                                                                      100,081              95,084
Office premises and equipment - at depreciated cost                                           1,400               1,366
Federal Home Loan Bank stock - at cost                                                          774                 733
Accrued interest receivable on loans                                                            136                  63
Accrued interest receivable on mortgage-backed securities                                        58                  59
Accrued interest receivable on investments and
  interest-bearing deposits                                                                     289                 355
Prepaid expenses and other assets                                                               562                 542
Prepaid federal income taxes                                                                    222                 228
Deferred federal income tax assets                                                              137                 671
                                                                                            -------             -------

         Total assets                                                                      $137,798            $131,898
                                                                                            =======             =======

         LIABILITIES AND SHAREHOLDERS' EQUITY

Deposits                                                                                   $117,178            $110,007
Advances from the Federal Home Loan Bank                                                      4,266               7,790
Advances by borrowers for taxes and insurance                                                   100                 173
Accrued interest payable                                                                        873                  89
Other liabilities                                                                             1,119               1,258
                                                                                            -------             -------
         Total liabilities                                                                  123,536             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                                                               8,357               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                  445                (592)
  Less 194,066 and 177,366 shares of treasury stock, respectively - at cost                  (2,241)             (2,092)
                                                                                            -------             -------
         Total shareholders' equity                                                          14,262              12,581
                                                                                            -------             -------

         Total liabilities and shareholders' equity                                        $137,798            $131,898
                                                                                            =======             =======







                                        3






                               ASB Financial Corp.



                       CONSOLIDATED STATEMENTS OF EARNINGS
                      (In thousands, except per share data)

                                                                       Nine months ended             Three months ended
                                                                            March 31,                     March 31,
                                                                       2001         2000              2001         2000
                                                                                                       
Interest income
  Loans                                                              $6,069       $5,256            $2,056       $1,819
  Mortgage-backed securities                                            441          457               146          150
  Investment securities                                               1,198        1,135               387          378
  Interest-bearing deposits and other                                     3           12                 1            3
                                                                      -----        -----             -----        -----
         Total interest income                                        7,711        6,860             2,590        2,350

Interest expense
  Deposits                                                            4,531        3,725             1,530        1,280
  Borrowings                                                            336          281               115          119
                                                                      -----        -----             -----        -----
         Total interest expense                                       4,867        4,006             1,645        1,399
                                                                      -----        -----             -----        -----

         Net interest income                                          2,844        2,854               945          951

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

         Net interest income after provision for
           losses on loans                                            2,843        2,853               944          951

Other income
  Gain (loss) on investment securities transactions                      85          (15)               33          (15)
  Other operating                                                       280          239                96           84
                                                                      -----        -----             -----        -----
         Total other income                                             365          224               129           69

General, administrative and other expense
  Employee compensation and benefits                                  1,172        1,147               394          399
  Occupancy and equipment                                               128           98                40           46
  Federal deposit insurance premiums                                     19           35                 5            6
  Franchise taxes                                                       121          139                45           51
  Data processing                                                       257          224                89           79
  Other operating                                                       376          356               109          104
                                                                      -----        -----             -----        -----
         Total general, administrative and other expense              2,073        1,999               682          685
                                                                      -----        -----             -----        -----

         Earnings before income taxes                                 1,135        1,078               391          335

Federal income taxes
  Current                                                               312          345               107          133
  Deferred                                                               -           (44)               -           (43)
                                                                      -----        -----             -----        -----
         Total federal income taxes                                     312          301               107           90
                                                                      -----        -----             -----        -----

         NET EARNINGS                                                $  823       $  777            $  284       $  245
                                                                      =====        =====             =====        =====

         EARNINGS PER SHARE
           Basic                                                       $.54         $.50              $.19         $.16
                                                                        ===          ===               ===          ===

           Diluted                                                     $.53         $.50              $.18         $.16
                                                                        ===          ===               ===          ===



                                        4





                               ASB Financial Corp.



              CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE INCOME

                                 (In thousands)


                                                                     For the nine months           For the three months
                                                                        ended March 31,               ended March 31,
                                                                     2001           2000            2001           2000
                                                                                                        
Net earnings                                                       $  823          $ 777            $284          $ 245

Other comprehensive income (loss), net of tax:
  Unrealized holding gains (losses) on securities during
    the period net of taxes (benefits) of $563, $(369),
    $15 and $(102) in each period, respectively                     1,093           (717)             30           (197)

Reclassification adjustment for realized (gains) losses
  included in earnings net of (taxes) benefits of $(29), $5
  $(11) and $5 in each period, respectively                           (56)            10             (22)            10
                                                                    -----           ----             ---           ----

Comprehensive income                                               $1,860          $  70            $292          $  58
                                                                    =====           ====             ===           ====

Accumulated comprehensive income (loss)                            $  445          $(442)           $445          $(442)
                                                                    =====           ====             ===           ====





























                                        5






                               ASB Financial Corp.



                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                       For the nine months ended March 31,
                                 (In thousands)

                                                                                                 2001              2000
                                                                                                              
Cash flows from operating activities:
  Net earnings for the period                                                                 $   823           $   777
  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                                            (45)               27
    Amortization of deferred loan origination fees                                                (40)              (35)
    Depreciation and amortization                                                                  90                79
    Amortization of expense related to stock benefit plans                                        306               326
    Provisions for losses on loans                                                                  1                 1
    (Gain) loss on investment securities transactions                                             (85)               15
    Federal Home Loan Bank stock dividends                                                        (41)              (42)
    Increase (decrease) in cash due to changes in:
      Accrued interest receivable                                                                  (6)              (39)
      Prepaid expenses and other assets                                                           (20)              157
      Accrued interest payable                                                                    784               668
      Other liabilities                                                                          (139)              (57)
      Federal income taxes
        Current                                                                                     6               (58)
        Deferred                                                                                   -                (44)
                                                                                               ------            ------
         Net cash provided by operating activities                                              1,634             1,775

Cash flows provided by (used in) investing activities:
  Proceeds from maturity of investment securities                                               4,749               970
  Proceeds from sales of investment securities                                                     86                -
  Purchase of investment securities                                                            (5,778)           (2,103)
  Principal repayments on mortgage-backed securities                                              821             1,102
  Loan principal repayments                                                                    13,952            12,359
  Loan disbursements                                                                          (18,910)          (21,565)
  Purchase of office premises and equipment                                                      (124)             (283)
  Decrease in certificates of deposit in other financial institutions - net                        -                194
  Redemption of Federal Home Loan Bank stock                                                       -                100
                                                                                               ------            ------
         Net cash used in investing activities                                                 (5,204)           (9,226)

Cash flows provided by (used in) financing activities:
  Net increase in deposit accounts                                                              7,171             6,324
  Proceeds from Federal Home Loan Bank advances                                                 2,000             8,500
  Repayment of Federal Home Loan Bank advances                                                 (5,524)           (7,524)
  Advances by borrowers for taxes and insurance                                                   (73)              (79)
  Purchase of treasury stock                                                                     (149)             (914)
  Proceeds from the exercise of stock options                                                      -                 61
  Distributions paid on common stock                                                             (336)           (1,950)
                                                                                               ------            ------
         Net cash provided by financing activities                                              3,089             4,418
                                                                                               ------            ------

Net decrease in cash and cash equivalents                                                        (481)           (3,033)

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

Cash and cash equivalents at end of period                                                    $ 4,588           $ 4,533
                                                                                               ======            ======



                                        6





                               ASB Financial Corp.



                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                       For the nine months ended March 31,
                                 (In thousands)

                                                                                                 2001              2000
                                                                                                             
Supplemental disclosure of cash flow information:
  Cash paid during the period for:
    Federal income taxes                                                                       $  355            $  442
                                                                                                =====             =====

    Interest on deposits and borrowings                                                        $4,123            $3,338
                                                                                                =====             =====

Supplemental disclosure of noncash investing activities:
  Unrealized gains (losses) on securities designated as available for sale,
    net of related tax effects                                                                 $1,037            $ (707)
                                                                                                =====             =====




































                                        7






                               ASB Financial Corp.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

           For the nine and three months ended March 31, 2001 and 2000


    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
     accounting  principles  generally accepted in the United States of America.
     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  nine-month  periods
     ended March 31, 2001, 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  1,518,211  and
     1,519,705  for the nine and three  month  periods  ended  March  31,  2001.
     Weighted-average  common  shares  outstanding,  which give effect to 51,432
     unallocated ESOP shares,  totaled  1,555,130 and 1,544,662 for the nine and
     three month periods ended March 31, 2000.

     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
     1,545,367  and  1,544,571  for the nine and three month periods ended March
     31, 2001, respectively,  and 1,561,562 and 1,544,662 for the nine and three
     month periods ended March 31, 2000, respectively.

     Incremental  shares  related  to the  assumed  exercise  of  stock  options
     included in the  calculation  of diluted  earnings per share totaled 27,156
     and 24,866  for the nine and three  month  periods  ended  March 31,  2001,
     respectively,  and 6,432 for the nine month  period  ended March 31,  2000.
     Options to purchase 164,557 shares of common stock with a  weighted-average
     exercise  price of $10.08  were  outstanding  at March 31,  2000,  but were
     excluded from the  computation  of common share  equivalents  for the three
     months ended March 31, 2000,  because  their  exercise  prices were greater
     than the average market price of the common shares.



                                        8





                               ASB Financial Corp.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

           For the nine and three months ended March 31, 2001 and 2000


    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 March 31, 2001

At March 31, 2001, the Corporation's  assets totaled $137.8 million, an increase
of $5.9 million,  or 4.5%,  over total assets at June 30, 2000.  The increase in
assets was funded  primarily  by growth in deposits  of $7.2  million and a $1.7
million increase in shareholders'  equity, which were partially offset by a $3.5
million decrease in advances from the Federal Home Loan Bank ("FHLB").

Liquid assets (i.e. cash and  interest-bearing  deposits) decreased by $481,000,
or 9.5%,  from June 30,  2000  levels,  to a total of $4.6  million at March 31,
2001. Investment securities totaled $21.4 million at March 31, 2001, an increase
of $2.3 million, or 11.9%, over June 30, 2000 levels. The increase resulted from
purchases of securities  totaling $5.8 million,  which were partially  offset by
maturities of $4.7  million.  During the nine month period ended March 31, 2001,
unrealized gains on available for sale securities increased by $1.2 million.

Mortgage-backed securities totaled $8.2 million at March 31, 2001, a decrease of
$444,000,  or 5.2%,  from  the  total at June 30,  2000.  The  decrease  was due
primarily to principal repayments of $821,000,  which were partially offset by a
decline in net unrealized losses totaling $387,000 for the period.

Loans  receivable  increased  by $5.0  million,  or 5.3%,  during the nine month
period ended March 31, 2001, to a total of $100.1  million.  Loan  disbursements
amounted to $18.9 million and were partially  offset by principal  repayments of
$14.0  million.  During the nine months ended March 31, 2001,  loans  originated
were comprised of $9.3 million of one- to four-family  residential  real estate,
$8.1 million of commercial  and  nonresidential  real estate and $1.5 million of
consumer loans.

The  allowance for loan losses  totaled  $716,000 and $723,000 at March 31, 2001
and June 30, 2000,  respectively.  Nonperforming  and  nonaccrual  loans totaled
$689,000  and $281,000 at March 31, 2001 and June 30,  2000,  respectively.  The
allowance for loan losses represented  103.9% and 257.3% of nonperforming  loans
as of March  31,  2001  and June 30,  2000,  respectively.  At March  31,  2001,
nonperforming   loans  were   comprised  of  $580,000  of  one-  to  four-family
residential  real estate and $109,000 in consumer  and other  loans.  Management
believes such loans are adequately  collateralized  and does not expect to incur
any losses on such loans.  Although  management  believes that its allowance for
loan losses at March 31, 2001, 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 $117.2 million at March 31, 2001, an increase of $7.2 million,
or 6.5%,  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  $4.3  million at March 31, 2001, a decrease of
$3.5 million, or 45.2%, compared to June 30, 2000.



                                       10





                               ASB Financial Corp.

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


Discussion of Financial Condition Changes from June 30, 2000 to March 31, 2001
(continued)

Shareholders'  equity  totaled  $14.3  million at March 31, 2001, an increase of
$1.7  million,  or 13.4%,  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  $823,000,  which were
partially  offset  by  dividends  on common  shares  totaling  $336,000  for the
nine-month period.

American is required to meet minimum capital standards promulgated by the Office
of Thrift Supervision ("OTS"). At March 31, 2001,  American's regulatory capital
was well in excess of the minimum capital requirements.


Comparison of Operating Results for the Nine-Month  Periods Ended March 31, 2001
and 2000

General

Net earnings  amounted to $823,000 for the nine months ended March 31, 2001,  an
increase of $46,000,  or 5.9%, compared to the $777,000 of net earnings reported
for the same period in 2000. The increase in earnings resulted  primarily from a
$141,000  increase  in other  income,  which was  partially  offset by a $10,000
decrease   in  net   interest   income  and  a  $74,000   increase  in  general,
administrative and other expense.

Net Interest Income

Net  interest  income  decreased  by $10,000,  or .4%, for the nine months ended
March 31, 2001, compared to the 2000 period.  Interest income on loans increased
by  $813,000,  or 15.5%,  during the  nine-month  period  ended March 31,  2001,
compared to the 2000  period,  due  primarily  to an  approximate  $8.5  million
increase  in the  average  portfolio  balance  outstanding  and a 42 basis point
increase  in the  weighted-average  yield  year  to  year.  Interest  income  on
investment  and  mortgage-backed  securities and  interest-bearing  deposits and
other increased by $38,000,  or 2.4%, due primarily to a 22 basis point increase
in the weighted-average yield year to year, which was partially offset by a $2.3
million decrease in the average balance of the related assets.

Interest expense on deposits  increased by $806,000,  or 21.6%, due primarily to
an increase of  approximately  $10.2 million in the average  balance of deposits
outstanding, coupled with a 52 basis point increase in the weighted-average cost
of deposits year to year.  Interest expense on borrowings  increased by $55,000,
or 19.6%,  due  primarily  to a 106 basis point  increase in the average cost of
borrowings,  which was offset by a $740,000  decrease in the average  balance of
borrowings outstanding.

As a result of the foregoing  changes in interest  income and interest  expense,
net interest income decreased by $10,000, or .4%, to a total of $2.8 million for
the nine months  ended March 31,  2001.  The  interest  rate spread  amounted to
approximately  2.48% for the nine months ended March 31, 2001, compared to 2.46%
for the 2000 period,  while the net interest margin  decreased to  approximately
2.93% in fiscal 2001, compared to 3.07% in fiscal 2000.



                                       11





                               ASB Financial Corp.

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


Comparison of Operating Results for the Nine-Month  Periods Ended March 31, 2001
and 2000 (continued)

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  elected to
record a provision for losses on loans totaling $1,000 for the nine-month period
ended March 31,  2001.  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 $141,000,  or 62.9%,  for the nine months ended March
31, 2001,  compared to the same period in 2000, due primarily to an $85,000 gain
on the sale of investment  securities,  compared to a $15,000 loss on securities
transactions in the 2000 period,  coupled with a $41,000, or 17.2%,  increase in
other operating income. The increase in other operating income was 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.

General, Administrative and Other Expense

General,  administrative and other expense increased by $74,000, or 3.7%, during
the nine months ended March 31, 2001,  compared to the same period in 2000. This
increase  resulted  primarily  from a $25,000,  or 2.2%,  increase  in  employee
compensation  and  benefits,  a $30,000,  or 30.6%,  increase in  occupancy  and
equipment expense, a $33,000, or 14.7%,  increase in data processing expense and
a $20,000,  or 5.6%,  increase in other operating expense,  which were partially
offset by a $16,000,  or 45.7%,  decrease in federal deposit insurance  premiums
and an $18,000, or 12.9%,  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, which was partially offset by
a decrease in expense related to stock benefit plans.  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 federal  deposit
insurance  premiums and  franchise tax expense was due to a reduction in premium
rates and a decrease in shareholders' equity in prior periods, respectively. The
increase  in other  operating  expense  relates  primarily  to the  amortization
expense  related  to the  Savings  Bank's  investment  in a  low-income  housing
partnership.

Federal Income Taxes

The  provision  for federal  income taxes  totaled  $312,000 for the nine months
ended March 31,  2001,  an increase  of $11,000,  or 3.7%,  compared to the same
period in 2000. This increase resulted  primarily from a corresponding  increase
in pre-tax income totaling  $57,000,  or 5.3%, which was partially offset by tax
credits from the Savings Bank's investment in a low-income housing  partnership.
The  effective  tax rate was 27.5% and 27.9% for the nine months ended March 31,
2001 and 2000, respectively.

                                       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 March 31, 2001
and 2000

General

Net earnings  amounted to $284,000 for the three months ended March 31, 2001, an
increase of $39,000, or 15.9%, compared to the $245,000 of net earnings reported
for the same period in 2000. The increase in earnings resulted  primarily from a
$60,000   increase  in  other   income  and  a  $43,000   decrease  in  general,
administrative  and  other  expense,  which  were  partially  offset by a $6,000
decrease in net  interest  income and a $17,000  increase in the  provision  for
federal income taxes.

Net Interest Income

Net  interest  income  decreased  by $6,000,  or .6%, for the three months ended
March 31, 2001, compared to the 2000 period.  Interest income on loans increased
by  $237,000,  or 13.0%,  during the  three-month  period  ended March 31, 2001,
compared to the 2000  period,  due  primarily  to an  approximate  $7.7  million
increase  in the  average  portfolio  balance  outstanding  and a 36 basis point
increase  in the  weighted-average  yield  year  to  year.  Interest  income  on
investment  and  mortgage-backed  securities and  interest-bearing  deposits and
other increased by $3,000, or .6%, due primarily to a 25 basis point increase in
the  weighted-average  yield year to year,  which was partially offset by a $2.7
million decrease in the average balance of the related assets.

Interest expense on deposits  increased by $250,000,  or 19.5%, 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 cost
of deposits year to year. Interest expense on borrowings decreased by $4,000, or
3.4%,  due  primarily  to a $1.1  million  decrease  in the  average  balance of
borrowings  outstanding,  which was offset by a 114 basis point  increase in the
average cost of borrowings.

As a result of the foregoing  changes in interest  income and interest  expense,
net interest income decreased by $6,000,  or .6%, to a total of $945,000 for the
three  months  ended March 31,  2001.  The  interest  rate spread  decreased  to
approximately  2.37% for the three months  ended March 31, 2001,  from 2.39% for
the 2000 period,  while the net interest margin decreased to approximately 2.88%
in fiscal 2001, compared to 3.03% in 2000.

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  elected to
record a  provision  for losses on loans  totaling  $1,000  for the  three-month
period ended March 31, 2001 and recorded no provision for the three-month period
ended March 31,  2000.  There can be no assurance  that the loan loss  allowance
will be adequate to cover losses on nonperforming assets in the future.





                                       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 March 31, 2001
and 2000 (continued)

Other Income

Other income  increased by $60,000,  or 87.0%,  for the three months ended March
31, 2001,  compared to the same period in 2000,  due primarily to a $33,000 gain
on the sale of investment securities during the 2001 quarter, compared to a loss
of $15,000 on investment  securities  transactions recorded in the 2000 quarter,
coupled  with a $12,000,  or 14.3%,  increase  in other  operating  income.  The
increase in other operating  income was 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  decreased by $3,000, or .4%, during
the three months ended March 31, 2001, compared to the same period in 2000. This
decrease  was  comprised  primarily of a $5,000,  or 1.3%,  decrease in employee
compensation  and  benefits,  a $6,000,  or 13.0%,  decrease  in  occupancy  and
equipment  and a $6,000,  or 11.8%,  decrease  in  franchise  taxes,  which were
partially offset by a $10,000, or 12.7%, increase in data processing expense and
a $5,000, or 4.8%,  increase in other operating  expenses.  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 employee  compensation  and  benefits  was due to a decline in costs of stock
benefit plans year to year, partially offset by an increase in staffing levels.

Federal Income Taxes

The  provision for federal  income taxes  totaled  $107,000 for the three months
ended March 31,  2001,  an increase of $17,000,  or 18.9%,  compared to the same
period in 2000.  This  increase  resulted  primarily  from the  increase  in net
earnings before taxes of $56,000,  or 16.7%,  which were partially offset by tax
credits from the Savings Bank's investment in a low income housing  partnership.
The effective tax rates were 27.4% and 26.9% for the  three-month  periods ended
March 31, 2001 and 2000, 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:       May 14, 2001              By:  /s/Robert M. Smith
       -----------------------             -----------------------------------
                                           Robert M. Smith
                                           President and Chief Executive Officer



Date:       May 14, 2001              By:  /s/Michael L. Gampp
       -----------------------             -----------------------------------
                                           Michael L. Gampp
                                           Chief Financial Officer


































                                       16