TABLE OF CONTENTS




|              |                                                 |  |  |  |  |  |  | 
|------------- | ----------------------------------------------- |  |  |  |  |  |  | 
|              | Item 1  Business:                             
|              | Item 2  Properties:                           
|              | Item 3  Legal Proceedings                     
|              | Item 5  Number of shareholders of common stock
|              | Item 10  Executive Officers                   
|SIGNATURES   
|EXHIBIT INDEX



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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended Dec. 31, 1999
Commission File Number 0-14773

NATIONAL BANCSHARES CORPORATION

|                       |  |                   
|---------------------- |  | ------------------
|Ohio                   |  | 34-1518564        
|                      
|                      
|                      
|                      
|State of incorporation |  | I.R.S. Employer   
|                      
|                      
|                      
|                      
|                       |  | Identification No.

112 West Market Street, Orrville, Ohio 44667
Address of principal executive offices

Registrants telephone number: (330) 682-1010

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to section 12(g) of the Act:

Common Stock, No Par Value
Title of Class

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes __X__. No _____.

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrants knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. __X__

State the aggregate market value of the voting stock held by non-affiliates of
the registrant as of March 1, 2000: $40,422,320.

Indicate the number of shares outstanding of each of the registrants classes
of common stock, as of March 1, 2000.

Common Stock, No Par Value: 2,240,329

Documents Incorporated by Reference:



| |  | Portions of the registrants Proxy Statement dated March 24, 2000 and
previously filed March 22, 2000, are incorporated by reference into Part III.
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | Portions of the registrants Annual Report to Shareholders, December 31, 1999
are incorporated by reference in Parts I, II, IV.                    

PAGE 1



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##### Table of Contents



|                                                                    |            |                                                                                                           |                                                           |                                                                                                                 |  |      |    |       |       |     |        | 
|------------------------------------------------------------------- | ---------- | --------------------------------------------------------------------------------------------------------- | --------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------- |  | ---- | -- | ----- | ----- | --- | ------ | 
|Form 10-K Cross Reference Index                                     |            |                                                                                                           |                                                           |                                                                                                                 |  | Page
|                                                                    |            |                                                                                                           |                                                           |                                                                                                                 |  |     
|                                                                    | Part I    
|                                                                    |            | Item 1  Business                                                                                         |                                                           |                                                                                                                 |  |      |    |       | 4     |    
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    |            | Description of Business                                                                                   |                                                           |                                                                                                                 |  |      |    |       | 4     |    
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    |            |                                                                                                           | Financial Ratios  Note 1                                 |                                                                                                                 |  |      |    |       |       | A20 |       
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    |            |                                                                                                           | Daily Average Balance Sheets, Interest and Rates  Note 1 |                                                                                                                 |  |      |    |       |       | A19 |       
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    |            |                                                                                                           | Volume and Rate Variance Analysis                         |                                                                                                                 |  |      |    |       |       | 6   |       
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    |            |                                                                                                           | Investment Portfolio                                      |                                                                                                                 |  |      |    |       |       | 7   |       
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    |            |                                                                                                           | Loan Portfolio                                            |                                                                                                                 |  |      |    |       |       | 8   |       
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    |            |                                                                                                           | Summary of Loan Loss Experience                           |                                                                                                                 |  |      |    |       |       | 9   |       
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    |            |                                                                                                           | Deposits                                                  |                                                                                                                 |  |      |    |       |       | 10  |       
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    |            | Item 2   Properties                                                                                      |                                                           |                                                                                                                 |  |      |    |       | 4     |    
|                                                                   
|                                                                   
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|                                                                   
|                                                                    |            | Item 3   Legal Proceedings                                                                               |                                                           |                                                                                                                 |  |      |    |       | 4     |    
|                                                                   
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|                                                                    |            | Item 4   Submission of Matters to a Vote of Security
Holders   None                                    
|                                                                    | Part II   
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    |            | Item 5   Market for the Registrants Common Equity
and Related Stockholder Matters  Note 1              |                                                           |                                                                                                                 |  |      | A7 |      
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    |            | Number of shareholders of common stock                                                                    |                                                           |                                                                                                                 |  |      |    | 4     |      
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    |            | Item 6   Selected Financial Data  Note 1                                                                |                                                           |                                                                                                                 |  |      |    |       | A20   |    
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    |            | Item 7   Managements Discussion and Analysis of Financial
Condition and Results of Operation  Note 1   |                                                           |                                                                                                                 |  |      |    |       | A2-6  |    
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    |            | Item 7A  Quantitative and Qualitative Disclosures About
Market Risk (See Asset and Liability Management) |                                                           |                                                                                                                 |  |      |    | A5-6  |      
|                                                                    |            | Item 8   Financial Statements  Note 1                                                                   |                                                           |                                                                                                                 |  |      |    |       | A8-18 |    
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    |            | Item 9   Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure  Note 2   |                                                           |                                                                                                                 |  |      |    |       | B7    |    
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    | Part III  
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    |            | Item 10  Directors of the Registrant  Note 2                                                            |                                                           |                                                                                                                 |  |      |    |       | B3    |    
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    |            | Executive Officers of the Registrant                                                                      |                                                           |                                                                                                                 |  |      |    |       | 5     |    
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    |            | Item 11  Executive Compensation  Note 2                                                                 |                                                           |                                                                                                                 |  |      |    |       | B5    |    
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    |            | Item 12  Security Ownership of Certain Beneficial
Owners and Management  Note 2                         |                                                           |                                                                                                                 |  |      |    |       | B3    |    
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    |            | Item 13  Certain Relationships and Related Transactions - Note 2                                         |                                                           |                                                                                                                 |  |      |    | B6    |      
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    | Part IV   
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    |            | Item 14  Exhibits, Financial Statement Schedules and Reports
on Form 8-K                                
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    |            |                                                                                                           |                                                           | Report of Crowe, Chizek and Company LLP, Independent
Auditors                                                   |  |      |    |       |       |     | A18    | 
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    |            |                                                                                                           |                                                           | Financial Statements:  Note 1                                                                                 
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    |            |                                                                                                           |                                                           | Consolidated Balance Sheets as of December 31, 1999 and 1998                                                    |  |      |    |       |       |     | A8     | 
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    |            |                                                                                                           |                                                           | Consolidated Statements of Income for the Years Ended
December 31, 1999, 1998 and 1997                          |  |      |    |       |       |     | A9     | 
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    |            |                                                                                                           |                                                           | Consolidated Statements of Cash Flows for the Years
Ended December 31, 1999, 1998 and 1997                      |  |      |    |       |       |     | A11    | 
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    |            |                                                                                                           |                                                           | Consolidated Statements of Changes in Shareholders Equity
for the Years Ended December 31, 1999, 1998 and 1997 |  |      |    |       |       |     | A10    | 
|                                                                    |            |                                                                                                           |                                                           | Notes to Financial Statements  Note 1                                                                          |  |      |    |       |       |     | A12-18 | 
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    |            |                                                                                                           |                                                           | Reports on Form 8-K filed in fourth quarter of 1999: None
Exhibit Table                                         |  |      |    |       |       |     | 13     | 
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    | Signatures |                                                                                                           |                                                           |                                                                                                                 |  |      |    | 11-12 |      
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Appendix A  National Bancshares 1999 Annual Report to Shareholders |            |                                                                                                           |                                                           |                                                                                                                 |  |      | A  |      
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    |            |                                                                                                           |                                                           |                                                                                                                

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##### Table of Contents



|                                                                                                                                              |  |  |  | 
|--------------------------------------------------------------------------------------------------------------------------------------------- |  |  |  | 
|Note 1 - Incorporated by reference from the registrants Annual Report
to Shareholders for the year ended December 31, 1999  Appendix A     
|                                                                                                                                             
|                                                                                                                                             
|                                                                                                                                             
|                                                                                                                                             
|Note 2 - Incorporated by reference from the registrants proxy
statement dated March 24, 2000 previously filed with the SEC on March 22, 2000 |  |  |  | 

PAGE 3



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##### Table of Contents






Item 1  Business:

National Bancshares Corporation (the Company), incorporated in 1985, is a
one-bank holding company for First National Bank, Orrville, Ohio (the Bank).
The formation was approved by shareholders on April 24, 1986 and consummated on
June 2, 1986. The Bank offers a full line of services usually found in any
commercial bank operation, including checking accounts, savings accounts,
certificates of deposit, personal loans, loans to business and industry,
installment loans, safety deposit boxes and credit cards. While the Companys
chief decision-makers monitor the revenue streams of the various products and
services, operations are managed and financial performance is evaluated on a
Company-wide basis. Accordingly, all of the Companys banking operations are
considered by management to be aggregated in one reportable operating segment.
The Bank does not have trust powers and, therefore, does not offer trust
services. The Bank operates ten full service offices and one limited service
office in a market area comprising most of Wayne County, portions of western
Stark County, northeastern Holmes County and southern Medina County. There are
approximately 14 other banking and thrift organizations in the immediate market
area. The Bank also competes with insurance companies, consumer finance
companies, credit unions, mortgage banking companies, and commercial finance
and leasing companies. In addition, money market mutual funds and brokerage
houses provide many of the financial services offered by the Bank. The
principal methods of competition are the rates of interest charged and paid for
loans and deposits, fees charged for services, the quality of services provided
and the convenience of banking hours and branch locations. No major
elimination of services presently offered is anticipated in the immediate
future.

Lending policies of the Bank follow the guidelines set forth in the Banks
Credit Policy, which is approved by the Board of Directors on an annual basis.
The Credit Policy designates lending authority for the Chief Executive Officer,
Senior Vice President, Chief Loan Officer and all loan officers. The Credit
Policy also sets forth the maximum aggregate amount that may be loaned to any
one customer. Guidelines are established for credit types, loan mix,
concentration of credit and credit standards. Collateral is generally obtained
on loans and an appraisal is required to determine the value of the collateral.
For real estate loans, guidelines have been established for maximum
loan-to-value ratios. Guidelines are also established for the term of the
loan, which must coincide with the credit purpose and life of the collateral.
In addition to the Credit Policy, the Bank has established a series of control
procedures to monitor the overall credit quality of the loan portfolio. These
controls include checklists, loan diaries, annual loan reviews of all loans
over $75,000 (excluding first mortgage loans), monthly board reports of problem
loans, and a monthly review and determination of the adequacy of the allowance
for loan losses.

Management estimates the allowance for loan loss balance required using past
loss experience, known and inherent risks in the nature and volume of the
portfolio, information about specific borrower situations and estimated
collateral values, economic conditions, and other factors.

The Bank is a member of the Federal Reserve System and its deposits are insured
by the Federal Deposit Insurance Corporation. It is subject to supervision,
examination and regulation by the Comptroller of the Currency. The Company is
also subject to supervision, examination and regulation by the Federal Reserve
System. Management is not currently aware of any regulatory recommendations
which if were to be implemented would have a material effect on the registrant.




Item 2  Properties:

The headquarters of the Company and the Bank are located in Orrville, Ohio.
The Bank has a total of eleven banking office buildings which are located in
Orrville, Dalton, Kidron, Smithville, Mt. Eaton, Apple Creek, Lodi, Wooster and
Seville, Ohio. All buildings are owned by the Bank with the exception of the
Seville Office which is a leased facility.




Item 3  Legal Proceedings

There were no legal proceedings during 1999 other than ordinary routine
litigation incidental to business which was not material.




Item 5  Number of shareholders of common stock

The Company had 962 shareholders of common stock as of March 3, 2000. Price
ranges of the Companys common stock for 1999 and 1998 are reported in the
Annual Report to Shareholders (Appendix A, Page 7). A local broker that deals
in the Companys stock supplied the stock prices.

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##### Table of Contents






Item 10  Executive Officers

The Executive Officers of the Company are as follows:

|                          |  |     |    |          |  |                                                       
|------------------------- |  | --- | -- | -------- |  | ------------------------------------------------------
|Name                      |  | Age |    | Position
|                          |  |     |    |         
|Charles J. Dolezal        |  |     | 46 |          |  | President                                             
|                         
|                         
|                         
|                         
|                          |  |     |    |          |  | President of First National Bank                      
|                         
|                         
|                         
|                         
|Kenneth R. VanSickle      |  |     | 52 |          |  | Senior V.P., Secretary                                
|                         
|                         
|                         
|                         
|                          |  |     |    |          |  | Senior V.P., Chief Loan Officer of
First National Bank
|                         
|                         
|                         
|                         
|Lawrence M. Cardinal, Jr. |  |     | 48 |          |  | Vice President, Treasurer                             
|                         
|                         
|                         
|                         
|                          |  |     |    |          |  | Vice President & Controller of
First National Bank    

There is no family relationship between any of the above executive officers.
Mr. Dolezal has been an executive officer of the Company since its formation in
1986 and the President of the Bank since 1981. Mr. VanSickle was appointed
Senior V.P., Secretary of the Company on April 24, 1997 and has been a senior
loan officer of the Bank since 1986. Mr. Cardinal was appointed Vice
President, Treasurer of the Company and Vice President & Controller of the Bank
on April 24, 1997. Mr. Cardinal previously worked as an audit manager for the
CPA firm of Reinhard, Kopko and Keller from 1995 to 1997.

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##### Table of Contents



VOLUME AND RATE VARIANCE ANALYSIS

The following table represents a summary analysis of changes in interest
income, interest expense and the resulting net interest income on a tax
equivalent basis for the periods presented each, as compared with the preceding
period. Volume is based on daily average balances. Changes not associated
with either rate or volume are reflected as a rate change.

|                                                       |                                    |                           |                                               |                      |      |                   |      |                   |      |        |     |        |      |      |     |        |      |     |      |      |      |      |     |     |      |     |   | 
|------------------------------------------------------ | ---------------------------------- | ------------------------- | --------------------------------------------- | -------------------- | ---- | ----------------- | ---- | ----------------- | ---- | ------ | --- | ------ | ---- | ---- | --- | ------ | ---- | --- | ---- | ---- | ---- | ---- | --- | --- | ---- | --- | - | 
|(Dollars in thousands)                                 |                                    | 1999 versus 1998          |                                               | 1998 versus 1997    
|                                                       |                                    | Increase (Decreases)      |                                               | Increase (Decreases)
|                                                       |                                    |                           |                                               |                      |      | Due to Changes In |      | Due to Changes In
|                                                       |                                    |                           |                                               |                      |      |                   |      |                  
|                                                       |                                    |                           |                                               |                      |      |                   |      |                   |      |        |     |        |      | Net  |     |        |      |     |      |      |      |      |     | Net
|                                                       |                                    |                           |                                               |                      |      | Volume            |      | Rate              |      | Change |     | Volume |      | Rate |     | Change
|                                                       |                                    |                           |                                               |                      |      |                   |      |                   |      |        |     |        |      |      |     |       
|Interest Income                                       
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Investment securities:            
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                    | Taxable                   |                                               | $                    | (295 | )                 |      | $                 | 52   |        |     | $      | (243 | )    |     | $      | (315 | )   |      | $    | (170 | )    |     | $   | (485 | )  
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                    | Nontaxable                |                                               |                      | 4    |                   |      |                   | (12  | )      |     |        | (8   | )    |     |        | 220  |     |      |      | (74  | )    |     |     | 146  |    
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                    | (tax equivalent basis)*  
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Federal funds sold                 |                           |                                               | (90                  | )    |                   |      | (44               | )    |        |     | (134   | )    |      |     | 103    |      |     |      | (21  | )    |      |     | 82  |     
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Interest bearing deposits          |                           |                                               | 68                   |      |                   |      |                   |      |        |     | 68     |     
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Loans (including
Nonaccrual loans) |                           |                                               | 1,186                |      |                   |      | (724              | )    |        |     | 462    |      |      |     | 510    |      |     |      | (127 | )    |      |     | 383 |     
|                                                       |                                    |                           |                                               |                      |      |                   |      |                   |      |        |     |        |      |      |     |        |      |     |      |      |      |      |     |     |      |     |   | 
|                                                       |                                    |                           | Total interest Income
(tax equivalent basis)* |                      | $    | 873               |      |                   | $    | (728   | )   |        | $    | 145  |     |        | $    | 518 |      |      | $    | (392 | )   |     | $    | 126 |  
|                                                       |                                    |                           |                                               |                      |      |                   |      |                   |      |        |     |        |      |      |     |        |      |     |      |      |      |      |     |     |      |     |   | 
|Interest Expense                                      
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Deposits                          
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                    | Interest bearing checking |                                               | $                    | 34   |                   |      | $                 | (142 | )      |     | $      | (108 | )    |     | $      | (20  | )   |      | $    | (92  | )    |     | $   | (112 | )  
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                    | Savings                   |                                               |                      | 59   |                   |      |                   | (174 | )      |     |        | (115 | )    |     |        | (10  | )   |      |      | 2    |      |     |     | (8   | )  
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                    | Time, $100,000
And over   |                                               |                      | 57   |                   |      |                   | (145 | )      |     |        | (88  | )    |     |        | 76   |     |      |      | (28  | )    |     |     | 48   |    
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                    | Time, other               |                                               |                      | 115  |                   |      |                   | (141 | )      |     |        | (26  | )    |     |        | (4   | )   |      |      | (12  | )    |     |     | (16  | )  
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Other funds purchased              |                           |                                               | 87                   |      |                   |      |                   |      |        |     | 87     |      |      |     | 32     |      |     |      | (17  | )    |      |     | 15  |     
|                                                       |                                    |                           |                                               |                      |      |                   |      |                   |      |        |     |        |      |      |     |        |      |     |      |      |      |      |     |     |      |     |   | 
|                                                       |                                    |                           | Total interest
Expense                        |                      | $    | 352               |      |                   | $    | (602   | )   |        | $    | (250 | )   |        | $    | 74  |      |      | $    | (147 | )   |     | $    | (73 | )
|                                                       |                                    |                           |                                               |                      |      |                   |      |                   |      |        |     |        |      |      |     |        |      |     |      |      |      |      |     |     |      |     |   | 
|Changes in net
Interest income (tax
Equivalent basis)* |                                    | $                         | 521                                           |                      |      | $                 | (126 | )                 |      | $      | 395 |        |      | $    | 444 |        |      | $   | (245 | )    |      | $    | 199 |    
|                                                       |                                    |                           |                                               |                      |      |                   |      |                   |      |        |     |        |      |      |     |        |      |     |      |      |      |      |     |     |      |     |   | 



|* |  | Tax equivalence based on highest statutory tax rates of 34%.
|- |  | ------------------------------------------------------------

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INVESTMENT PORTFOLIO

The carrying amounts and distribution of the Companys investment securities
held are summarized in the Annual Report to Shareholders (Appendix A, Page 13,
Note 2). The carrying amount, maturities and approximate weighted average
yields (on a tax equivalent basis) of debt securities at December 31, 1999 are
as follows:

INVESTMENT PORTFOLIO

|                               |  |        |        |             |  |              |     |               |  |               |       |       |  |        |      |       |  |        |        |       |  |  |     |   |  |   |        |  |  |  |     |   |  |   |       |  |  |  |     |  
|------------------------------ |  | ------ | ------ | ----------- |  | ------------ | --- | ------------- |  | ------------- | ----- | ----- |  | ------ | ---- | ----- |  | ------ | ------ | ----- |  |  | --- | - |  | - | ------ |  |  |  | --- | - |  | - | ----- |  |  |  | --- | -
|December 31, 1999             
|(Dollars in thousands)        
|                               |  | Total  |        | 0 to 1 Year |  | 1 to 5 Years |     | 5 to 10 Years |  | Over 10 years
|                               |  |        |        |             |  |              |     |               |  |              
|                               |  | Amount |        | Yield       |  | Amount       |     | Yield         |  | Amount        |       | Yield |  | Amount |      | Yield |  | Amount |        | Yield
|                               |  |        |        |             |  |              |     |               |  |               |       |       |  |        |      |       |  |        |        |      
|Available for Sale:           
|                              
|                              
|                              
|                              
|US Agencies                    |  | $      | 6,800  |             |  |              | 7.3 | %             |  |               |       |       |  |        |      |       |  |        |        |       |  |  |     |   |  | $ | 6,800  |  |  |  | 7.3 | % |  |   |       |  |  |  |     |  
|                              
|                              
|                              
|                              
|State & political
Subdivisions |  |        | 2,726  |             |  |              | 8.4 | %             |  |               |       |       |  |        |      |       |  |        |        |       |  |  |     |   |  |   |        |  |  |  |     |   |  | $ | 2,726 |  |  |  | 8.4 | %
|                              
|                              
|                              
|                              
|Other securities               |  |        | 8,344  |             |  |              | 6.6 | %             |  | $             | 799   |       |  |        | 6.4  | %     |  | $      | 4,471  |       |  |  | 6.8 | % |  |   | 2,800  |  |  |  | 6.5 | % |  |   | 274   |  |  |  | 6.4 | %
|                               |  |        |        |             |  |              |     |               |  |               |       |       |  |        |      |       |  |        |        |       |  |  |     |   |  |   |        |  |  |  |     |   |  |   |       |  |  |  |     |  
|TOTAL                          |  | $      | 17,870 |             |  |              | 7.2 | %             |  | $             | 799   |       |  |        | 6.4  | %     |  | $      | 4,471  |       |  |  | 6.8 | % |  | $ | 9,600  |  |  |  | 7.1 | % |  | $ | 3,000 |  |  |  | 8.2 | %
|                               |  |        |        |             |  |              |     |               |  |               |       |       |  |        |      |       |  |        |        |       |  |  |     |   |  |   |        |  |  |  |     |   |  |   |       |  |  |  |     |  
|Held to Maturity:             
|                              
|                              
|                              
|                              
|US Treasury                    |  | $      | 2,338  |             |  |              | 8.0 | %             |  |               |       |       |  |        |      |       |  | $      | 2,338  |       |  |  | 8.0 | %
|                              
|                              
|                              
|                              
|US Agencies                    |  |        | 17,916 |             |  |              | 6.6 | %             |  | $             | 6     |       |  |        | 10.5 | %     |  |        | 5,052  |       |  |  | 5.7 | % |  | $ | 12,858 |  |  |  | 6.9 | %
|                              
|                              
|                              
|                              
|State & political
Subdivisions |  |        | 17,774 |             |  |              | 8.5 | %             |  |               | 1,799 |       |  |        | 8.2  | %     |  |        | 7,520  |       |  |  | 8.7 | % |  |   | 3,275  |  |  |  | 8.5 | % |  | $ | 5,180 |  |  |  | 8.1 | %
|                              
|                              
|                              
|                              
|Other securities               |  |        | 12,648 |             |  |              | 6.6 | %             |  |               | 2,914 |       |  |        | 7.5  | %     |  |        | 7,697  |       |  |  | 6.4 | % |  |   | 2,037  |  |  |  | 6.2 | %
|                               |  |        |        |             |  |              |     |               |  |               |       |       |  |        |      |       |  |        |        |       |  |  |     |   |  |   |        |  |  |  |     |   |  |   |       |  |  |  |    
|TOTAL                          |  | $      | 50,676 |             |  |              | 7.3 | %             |  | $             | 4,719 |       |  |        | 7.8  | %     |  | $      | 22,607 |       |  |  | 7.2 | % |  | $ | 18,170 |  |  |  | 7.1 | % |  | $ | 5,180 |  |  |  | 8.1 | %
|                               |  |        |        |             |  |              |     |               |  |               |       |       |  |        |      |       |  |        |        |       |  |  |     |   |  |   |        |  |  |  |     |   |  |   |       |  |  |  |     |  

There was no single issuer of securities where the total book value of such
securities exceeded 10% of shareholders equity except for US government
obligations.

PAGE 7



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##### Table of Contents



LOAN PORTFOLIO

The detail of the loan portfolio balances is included in the Annual Report to
Shareholders (Appendix A, Page 14, Note 3).

MATURITIES AND SENSITIVITIES OF LOANS TO CHANGES IN INTEREST RATES

The following are approximate maturities and sensitivity to changes in interest
rates of certain loans exclusive of real estate mortgages and consumer loans as
of December 31, 1999.

|                                    |  |             |       |              |  |                  |       |       |  |   |       |  |  |   |        | 
|----------------------------------- |  | ----------- | ----- | ------------ |  | ---------------- | ----- | ----- |  | - | ----- |  |  | - | ------ | 
|Types of Loans                      |  | 0 to 1 Year |       | 1 to 5 Years |  | 5 and Over Years |       | Total
|                                    |  |             |       |              |  |                  |       |      
|(Dollars in Thousands)             
|Commercial                          |  | $           | 9,711 |              |  | $                | 7,194 |       |  | $ | 947   |  |  | $ | 17,852 | 
|                                   
|                                   
|                                   
|                                   
|Real Estate Construction            |  |             |       |              |  |                  |       |       |  | $ | 1,225 |  |  | $ | 1,225  | 
|                                   
|                                   
|                                   
|                                   
|Above loans due beyond 1
year with:
|                                   
|                                   
|                                   
|                                   
|Predetermined interest rates        |  |             |       |              |  |                  |       |       |  |   |       |  |  | $ | 5,268  | 
|                                   
|                                   
|                                   
|                                   
|Adjustable interest rates           |  |             |       |              |  |                  |       |       |  |   |       |  |  | $ | 4,098  | 

NONACCRUAL AND PAST DUE LOANS

Generally, recognition of interest income is discontinued where reasonable
doubt exists as to the collectability of the interest. Income from non-accrual
loans is recorded when received. The difference between interest income
recognized on such loans and income that would have been recognized at original
contractual rates is immaterial. The bank generally places loans on a
non-accrual status when a default of principal or interest has existed for 90
days or more. The bank generally does not renegotiate loans due to
deterioration in the financial position of the borrower. The amounts of
renegotiated loans are not considered material.

|                              |  |          |     |          |  |   |     | 
|----------------------------- |  | -------- | --- | -------- |  | - | --- | 
|(Dollars in Thousands)        |  | 12/31/99 |     | 12/31/98
|                              |  |          |     |         
|90 Days Past Due and Accruing |  | $        | 225 |          |  | $ | 140 | 
|                             
|                             
|                             
|                             
|Nonaccruing Loans             |  | $        | 250 |          |  | $ | 168 | 

POTENTIAL LOAN PROBLEMS

Management reviews the loan portfolio for potential loan problems on a monthly
basis. The following loans were classified by management, which excludes the
above non-accrual loan totals. The amount shown below is the outstanding loan
balance, which has not been reduced by collateral values.

|                       |  |          |       |          |  |   |       | 
|---------------------- |  | -------- | ----- | -------- |  | - | ----- | 
|(Dollars in Thousands) |  | 12/31/99 |       | 12/31/98
|                       |  |          |       |         
|Loss                   |  | $        | 0     |          |  | $ | 0     | 
|                      
|                      
|                      
|                      
|Doubtful               |  |          | 34    |          |  |   | 64    | 
|                      
|                      
|                      
|                      
|Substandard            |  |          | 1,323 |          |  |   | 1,232 | 
|                      
|                      
|                      
|                      
|OAEM                   |  |          | 109   |          |  |   | 180   | 
|                      
|                      
|                      
|                      
|Watch                  |  |          | 0     |          |  |   | 0     | 
|                       |  |          |       |          |  |   |       | 
|Total                  |  | $        | 1,466 |          |  | $ | 1,476 | 
|                       |  |          |       |          |  |   |       | 

LOAN CONCENTRATIONS

Due to the nature of our market area, there are no significant loan
concentrations of 10% of total loans to borrowers engaged in similar activities
other than noted in the loan categories disclosed in the Annual Report to
Shareholders (Appendix A, Page 14, Note 3).

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SUMMARY OF LOAN LOSS EXPERIENCE

The determination of the balance of the allowance for loan losses historically
has been based on an overall analysis of the loan portfolio and reflects an
amount, which, in managements judgment, is adequate to provide for probable
loan losses. This analysis considers, among other things, the Companys loan
loss experience, present risks of the loan portfolio and general economic
conditions. In addition, management considers the examinations of the loan
portfolio by federal regulatory agencies and internal reviews and evaluations.
The Companys allocation of the allowance for loan losses by category
represents only an estimate for each category of loans based upon a detailed
review of the loan portfolio by management.

Transactions in the allowance for loan losses are maintained by three major
loan categories and the summary of such transactions for periods indicated
follows:

CHANGES IN ALLOWANCE
FOR LOAN LOSSES

|                                       |                         |      |       |      |  |   |       |    |  | 
|-------------------------------------- | ----------------------- | ---- | ----- | ---- |  | - | ----- | -- |  | 
|(Dollars in Thousands)                 |                         | 1999 |       | 1998
|                                       |                         |      |       |     
|Balance at the beginning of period     |                         | $    | 1,297 |      |  | $ | 1,232 |   
|                                      
|                                      
|                                      
|                                      
|Loans charged off:                    
|                                      
|                                      
|                                      
|                                      
|                                       | Commercial & industrial |      |       | 58   |  |   |       | 34 | 
|                                      
|                                      
|                                      
|                                      
|                                       | Real estate mortgages   |      |       |     |  |   |       | 11 | 
|                                      
|                                      
|                                      
|                                      
|                                       | Consumer                |      |       | 88   |  |   |       | 90 | 
|                                       |                         |      |       |      |  |   |       |    |  | 
|Total loans charged off                |                         |      | 146   |      |  |   | 135   |   
|                                       |                         |      |       |      |  |   |       |    |  | 
|Recoveries of loans charged off:      
|                                      
|                                      
|                                      
|                                      
|                                       | Commercial & industrial |      |       | 13   |  |   |       | 7  | 
|                                      
|                                      
|                                      
|                                      
|                                       | Real estate mortgages   |      |       | 6    |  |   |       | 45 | 
|                                      
|                                      
|                                      
|                                      
|                                       | Consumer                |      |       | 19   |  |   |       | 28 | 
|                                       |                         |      |       |      |  |   |       |    |  | 
|Total recoveries                       |                         |      | 38    |      |  |   | 80    |   
|                                       |                         |      |       |      |  |   |       |    |  | 
|Net loans charged off                  |                         |      | 108   |      |  |   | 55    |   
|                                       |                         |      |       |      |  |   |       |    |  | 
|Provision charged to
operating expense |                         |      | 120   |      |  |   | 120   |   
|                                       |                         |      |       |      |  |   |       |    |  | 
|Balance at end of period               |                         | $    | 1,309 |      |  | $ | 1,297 |   
|                                       |                         |      |       |      |  |   |       |    |  | 
|Net charge-offs to
average loans       |                         |      | 0.11  | %    |  |   | 0.07  | % 
|                                       |                         |      |       |      |  |   |       |    |  | 

DISTRIBUTION OF ALLOWANCE FOR
LOAN LOSSES BY CATEGORY

|                         |  |                   |        |                   |             |  |        |   |             |   |       |  |      |  |     |   | 
|------------------------ |  | ----------------- | ------ | ----------------- | ----------- |  | ------ | - | ----------- | - | ----- |  | ---- |  | --- | - | 
|(Dollars in thousands)   |  | December 31, 1999 |        | December 31, 1998
|                         |  |                   |        |                  
|                         |  |                   |        |                   |             |  | % of   |   |             |   |       |  | % of
|                         |  |                   | Amount |                   | Total Loans |  | Amount |   | Total Loans
|                         |  |                   |        |                   |             |  |        |   |            
|Commercial & industrial  |  | $                 | 305    |                   |             |  | 20     | % |             | $ | 345   |  |      |  | 20  | %
|                        
|                        
|                        
|                        
|Real estate construction |  |                   | 12     |                   |             |  | 1      | % |             |   | 12    |  |      |  | 1   | %
|                        
|                        
|                        
|                        
|Real estate mortgages    |  |                   | 398    |                   |             |  | 70     | % |             |   | 222   |  |      |  | 68  | %
|                        
|                        
|                        
|                        
|Consumer loans           |  |                   | 140    |                   |             |  | 9      | % |             |   | 152   |  |      |  | 11  | %
|                        
|                        
|                        
|                        
|Unallocated              |  |                   | 454    |                   |             |  | N/A    |   |             |   | 566   |  |      |  | N/A |  
|                         |  |                   |        |                   |             |  |        |   |             |   |       |  |      |  |     |   | 
|TOTAL                    |  | $                 | 1,309  |                   |             |  | 100    | % |             | $ | 1,297 |  |      |  | 100 | %
|                         |  |                   |        |                   |             |  |        |   |             |   |       |  |      |  |     |   | 

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##### Table of Contents



DEPOSITS

The classification of average deposits and the average rate paid on such
deposits for periods ending December 31, 1999, 1998 and 1997 is included in
Analysis of Net Interest Earnings included in the Annual Report to Shareholders
(Appendix A, Page 19).

A summary of maturities of time deposits of $100,000 or more is as
follows:

|                                |  |          |            | 
|------------------------------- |  | -------- | ---------- | 
|                                |  | 12/31/99
|Three months or less            |  | $        | 10,741,567 | 
|                               
|                               
|                               
|                               
|Over 3 months through 6 months  |  |          | 1,024,084  | 
|                               
|                               
|                               
|                               
|Over 6 months through 12 months |  |          | 1,379,964  | 
|                               
|                               
|                               
|                               
|Over 12 months                  |  |          | 1,093,770  | 
|                                |  |          |            | 
|                                |  | $        | 14,239,385 | 
|                                |  |          |            | 

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##### Table of Contents






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.

|      |  |                   |  |                                           
|----- |  | ----------------- |  | ------------------------------------------
|      |  |                   |  | NATIONAL BANCSHARES CORPORATION           
|      |  |                   |  |                                           
|DATE: |  | 3-21-00           |  | /s/ Charles J. Dolezal                    
|      |  | _________________ |  | ________________________________          
|      |  |                   |  | Charles J. Dolezal, President             
|     
|DATE: |  | 3-21-00           |  | /s/ Lawrence M. Cardinal, Jr.             
|      |  | _________________ |  | ________________________________          
|      |  |                   |  | Lawrence M. Cardinal, Jr., V.P., Treasurer
|      |  |                   |  | (Principal Financial Officer)             

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.

|      |  |                   |  |                                 
|----- |  | ----------------- |  | --------------------------------
|DATE: |  | 3-21-00           |  | /s/ Charles J. Dolezal          
|      |  | _________________ |  | ________________________________
|      |  |                   |  | Charles J. Dolezal, Chairman    
|     
|DATE: |  | 3-21-00           |  | /s/ Sara Balzarini              
|      |  | _________________ |  | ________________________________
|      |  |                   |  | Sara Balzarini, Director        
|     
|DATE: |  | 3-21-00           |  | /s/ John W. Kropf               
|      |  | _________________ |  | ________________________________
|      |  |                   |  | John W. Kropf, Director         
|     
|DATE: |  | 3-21-00           |  | /s/ Steve Schmid                
|      |  | _________________ |  | ________________________________
|      |  |                   |  | Steve Schmid, Director          
|     
|DATE: |  | 3-21-00           |  | /s/ John E. Sprunger            
|      |  | _________________ |  | ________________________________
|      |  |                   |  | John E. Sprunger, Director      

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##### Table of Contents



|      |  |                            |  |                                                      
|----- |  | -------------------------- |  | -----------------------------------------------------
|DATE: |  | 3-21-00
_________________  |  | /s/ Howard J. Wenger
________________________________
|      |  |                            |  | Howard J. Wenger, Director                           
|     
|DATE: |  | 3-21-00
__________________ |  | /s/ James F. Woolley
________________________________
|      |  |                            |  | James F. Woolley, Director                           
|     
|DATE: |  | 3-21-00
__________________ |  | /s/Albert Yeagley
_________________________________  
|      |  |                            |  | Albert Yeagley, Director                             

PAGE 12



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##### Table of Contents






EXHIBIT INDEX

|              |  |             |     |                         |  |                                      |  |                                                           
|------------- |  | ----------- | --- | ----------------------- |  | ------------------------------------ |  | ----------------------------------------------------------
|Exhibit No.   |  |             |     |                         |  |                                      |  | If incorporated by Reference,                             
|Under Reg.    |  | Form 10-K   |     |                         |  | Documents with Which Exhibit        
|S-K, Item 601 |  | Exhibit No. |     | Description of Exhibits |  | was Previously Filed with SEC       
|              |  |             |     |                         |  |                                     
|(3)(i)        |  |             |     |                         |  | Amended Articles of Incorporation    |  | Registration Statement S-4
filed 3/31/86 File No.
33-03711
|             
|             
|             
|             
|(3)(ii)       |  |             |     |                         |  | Code of Regulations                  |  | Registration Statement S-4
filed 3/31/86 File No.
33-03711
|             
|             
|             
|             
|(11)          |  |             | A20 |                         |  | Computation of Earnings per Share    |  | Incorporated by reference                                 
|             
|             
|             
|             
|(12)          |  |             | A20 |                         |  | Computation of Ratios                |  | Incorporated by reference                                 
|             
|             
|             
|             
|(13)          |  |             | A   |                         |  | 1999 Annual Report to Shareholders  
|             
|             
|             
|             
|(21)          |  |             | A1  |                         |  | Subsidiaries of the registrant       |  | Incorporated by reference                                 
|             
|             
|             
|             
|(23.1)        |  |             |     |                         |  | Consent of Deloitte & Touche, LLP   
|             
|             
|             
|             
|(23.2)        |  |             |     |                         |  | Consent of Crowe, Chizek and Co. LLP
|             
|             
|             
|             
|(27)          |  |             |     |                         |  | Financial Data Schedule             

No other exhibits are required to be filed herewith pursuant to Item 601 of
Regulation S-K.

PAGE 13