<PAGE>
                          SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549

                                      FORM 10-K

(X)  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934
     For the fiscal year ended December 31, 1997

                                          OR

( )  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934
     For the transition period from _______ to _______

                            Commission file number 0-13585

                            NATIONAL CITY BANCSHARES, INC.
                (Exact name of registrant as specified in its charter)

         Indiana                                     35-1632155
(State or other jurisdiction of                   (I.R.S. Employer
incorporation or organization)                   Identification No.)

227 Main Street, P.O. Box 868, Evansville, Indiana        47705-0868
(Address of principal executive offices)                  (Zip Code)

Registrant's telephone number, including area code:  812-464-9677

Securities registered pursuant to Section 12(b) of the Act:

                                         NONE

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

                           COMMON STOCK, $1.00 STATED 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.  ( )


                                       1
<PAGE>

Based on the closing sales price of February 27, 1998, the aggregate market 
value of the voting stock held by non-affiliates of the registrant was 
$409,019,391.

The number of shares outstanding of the registrant's common stock was 
10,745,060 at February 27, 1998.

                         DOCUMENTS INCORPORATED BY REFERENCE

(1)  Portions of the Registrant's Annual Report to Shareholders for
     the year ended December 31, 1997.  (Part I, Part II, and Part
     IV)

(2)  Portions of the Registrant's Proxy Statement for the Annual
     Shareholders' Meeting to be held May 20, 1998.  (Part III)


                                       2
<PAGE>


                            NATIONAL CITY BANCSHARES, INC.
                             1997 FORM 10-K ANNUAL REPORT

                                  Table of contents
<TABLE>
<CAPTION>
                                                                 PAGE
                                                               NUMBER
<S>                                                            <C>
                                   PART I

Item  1.  Business . . . . . . . . . . . . . . . . . . . . . . .    4
Item  2.  Properties . . . . . . . . . . . . . . . . . . . . . .   12
Item  3.  Legal Proceedings  . . . . . . . . . . . . . . . . . .   12
Item  4.  Submission of Matters to a Vote of Security Holders  .   12


                                       PART II

Item  5.  Market for Registrant's Common Equity and Related          
          Shareholder Matters  . . . . . . . . . . . . . . . . .   13
Item  6.  Selected Financial Data  . . . . . . . . . . . . . . .   13
Item  7.  Management's Discussion and Analysis of Financial          
          Condition and Results of Operation . . . . . . . . . .   13
Item  7A. Quantitative and Qualitative Disclosures about
          Market Risk  . . . . . . . . . . . . . . . . . . . . .   13
Item  8.  Financial Statements and Supplementary Data  . . . . .   13
Item  9.  Changes in and Disagreements With Accountants on           
          Accounting and Financial Disclosure  . . . . . . . . .   13


                                       PART III

Item 10.  Directors and Executive Officers of the Registrant . .   14
Item 11.  Executive Compensation . . . . . . . . . . . . . . . .   14
Item 12.  Security Ownership of Certain Beneficial Owners and        
          Management . . . . . . . . . . . . . . . . . . . . . .   14
Item 13.  Certain Relationships and Related Transactions . . . .   14


                                       PART IV

Item 14.  Exhibits, Financial Statement Schedules and 
          Reports on Form 8-K  . . . . . . . . . . . . . . . . .   15

Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . .   17
</TABLE>


                                       3
<PAGE>


                                      FORM 10-K
                            NATIONAL CITY BANCSHARES, INC.
                                  December 31, 1997


                                        PART I


ITEM  1.   BUSINESS

National City Bancshares, Inc., (the "Corporation"), is an Indiana 
corporation organized in 1985 to engage in the business of a bank holding 
company.  Based in Evansville, Indiana, as of December 31, 1997, the 
Corporation had fourteen wholly-owned subsidiaries, including eleven 
commercial banks and one savings bank (each, a "Bank" and, collectively, the 
"Banks") serving thirty-two communities from a total of forty-one banking 
centers, one leasing corporation, one property management company, and one 
financial services company (which is a subsidiary of a Bank).  Each 
subsidiary, its locations, number of offices, year founded, and date of 
affiliation with the Corporation is shown below.  

<TABLE>
<CAPTION>
                                       Number
Subsidiary and                           of      Year       Date of
Principal Cities Served                Offices  Founded   Affiliation     
------------------------------------   -------  -------   -----------
<S>                                    <C>      <C>       <C>
The National City Bank of Evansville     11      1850     May 6, 1985
  Evansville, Newburgh, Fort Branch
  Princeton, and Mount Vernon, IN
The Peoples National Bank of Grayville    1      1937     May 16, 1988
  Grayville, IL
First Kentucky Bank                       5      1916     November 30, 1990
  Sturgis, Morganfield, Poole,
  Uniontown, KY
Lincolnland Bank                          5      1904     December 17, 1993
  Dale, Chrisney, Grandview,
  Hatfield, and Rockport, IN
The Bank of Mitchell                      4      1882     December 17, 1993
  Mitchell, Bedford, and
  Paoli, IN
Pike County Bank                          3      1900     December 17, 1993
  Petersburg, Arthur, and
  Spurgeon, IN
Alliance Bank                             3      1910     December 17, 1993
  Vincennes, Washington and Odon, IN
White County Bank                         1      1904     June 30, 1995
  Carmi, IL
The First National Bank of Wayne City     1      1902     August 31, 1996
  Wayne City, IL
First Federal Savings Bank of             2      1961     March 1, 1997
 Leitchfield
  Leitchfield and Hardinsburg, KY
First National Bank of Bridgeport         1      1906     August 1, 1997
  Bridgeport, IL
</TABLE>


                                       4

<PAGE>

<TABLE>
<CAPTION>
                                       Number
Subsidiary and                           of      Year       Date of
Principal Cities Served                Offices  Founded   Affiliation     
------------------------------------   -------  -------   -----------
<S>                                    <C>      <C>       <C>
First Bank of Huntingburg                 3      1907     December 31, 1997
  Huntingburg and Ferninand, IN  
NCBE Leasing Corp.                        1      1994     November 1, 1994
  Evansville, IN
Twenty-One Southeast Third Corporation    1      1996     May 22, 1996
  Evansville, IN
UniFed, Inc.                              1      1980     August 31,1995
  Vincennes, IN
</TABLE>

The Banks provide a wide range of financial services to the communities they 
serve in Southwestern Indiana, Western Kentucky and Southeastern Illinois. 
These services include various types of deposit accounts; safe deposit boxes; 
safekeeping of securities; automated teller machines; consumer, mortgage, and 
commercial loans; mortgage loan sales and servicing; letters of credit; 
accounts receivable management (financing, accounting, billing and 
collecting); and complete personal and corporate trust services.  All 
deposits are insured by the Federal Deposit Insurance Corporation.

The Corporation's nonbank subsidiary, NCBE Leasing Corp., operates as a full 
service equipment and real property leasing company offering its services to 
all commercial clients of the Corporation's subsidiary banks.

Twenty-One Southeast Third Corporation ("TSTC") is the Corporation's real 
estate property management subsidiary.  TSTC is the entity through which the 
Corporation constructed a nine story addition to the main office of The 
National City Bank of Evansville ("NCB").  NCB and the Corporation occupy 
three floors of the building with the remaining floors sold as condominiums.  
TSTC serves in a property management capacity for this facility.

UniFed, Inc., a wholly-owned nonbank subsidiary of Alliance Bank (which is a 
wholly-owned subsidiary of the Corporation), offers its customers a wide 
variety of mutual fund and annuity products as well as discount brokerage 
services.

At December 31, 1997, the Corporation and its subsidiaries had 510 full-time 
equivalent employees.  The subsidiaries provide a wide range of employee 
benefits and consider employee relations to be excellent.


                                       5

<PAGE>

COMPETITION

The Corporation has active competition in all areas in which it presently 
engages in business.  Each Bank competes for commercial and individual 
deposits and loans with commercial banks, thrift institutions, credit unions 
connected with local businesses, and other non-banking institutions.  The 
Corporation's leasing company competes with bank and nonbank leasing 
companies as well as finance subsidiaries of major equipment vendors.

FOREIGN OPERATIONS

The Corporation and its subsidiaries have no foreign branches or significant 
business with foreign obligors or depositors.

REGULATION AND SUPERVISION

General

The Corporation is a registered bank holding company under the Bank Holding 
Company Act of 1956, as amended ("BHCA"), and as such is subject to 
regulation by the Board of Governors of the Federal Reserve Board ("FRB").  
The Corporation files periodic reports with the FRB regarding the business 
operations of the Corporation and its subsidiaries, and is subject to 
examination by the FRB.

The Corporation's four national bank subsidiaries are supervised and 
regulated primarily by the Comptroller of the Currency ("OCC").  They are 
also members of the Federal Reserve System and subject to the applicable 
provisions of the Federal Reserve Act.  The Corporation's federal thrift 
subsidiary is supervised and regulated primarily by the Office of Thrift 
Supervision ("OTS").  The Corporation's remaining depository institution 
subsidiaries are supervised and regulated primarily by their state banking 
supervisor and the Federal Deposit Insurance Corporation ("FDIC").  All of 
the Banks' deposits are federally insured; accordingly, the Banks are subject 
to the provisions of the Federal Deposit Insurance Act.

The federal banking agencies have broad enforcement powers, including the 
power to terminate deposit insurance, impose substantial fines and other 
civil and criminal penalties, and appoint a conservator or receiver.  Failure 
to comply with applicable laws, regulations, and supervisory agreements could 
subject the Corporation, the Banks, as well as their officers, directors, and 
other institution-affiliated parties, to administrative sanctions and 
potentially substantial civil money penalties.  In addition to the measures 
discussed under "Deposit Insurance", the appropriate federal banking agency 
may appoint the FDIC as conservator or receiver for a banking institution (or 
the FDIC may appoint itself, under certain circumstances) if any one or more 
of a number of circumstances exist, including, without limitation, the fact 
that the banking institution is undercapitalized and has no reasonable 
prospect of becoming adequately capitalized, it fails to become adequately 
capitalized when required to do so, it fails to submit a timely and 
acceptable 


                                       6

<PAGE>

capital restoration plan, or it materially fails to implement an accepted 
capital restoration plan.

Supervision and regulation of bank holding companies and their subsidiaries 
is intended primarily for the protection of depositors, the deposit insurance 
funds of the FDIC, and the banking system as a whole, not for the protection 
of bank holding company shareholders or creditors.

Acquisitions and Changes in Control

Under the BHCA, without the prior approval of the FRB, the Corporation may 
not acquire direct or indirect control of more than 5% of the voting stock or 
substantially all of the assets of any company, including a bank, and may not 
merge or consolidate with another bank holding company.  In addition, the 
BHCA generally prohibits the Corporation from engaging in any nonbanking 
business unless such business is determined by the FRB to be so closely 
related to banking as to be a proper incident thereto.  Under the BHCA, the 
FRB has the authority to require a bank holding company to terminate any 
activity or relinquish control of a nonbank subsidiary (other than a nonbank 
subsidiary of a bank) upon the FRB's determination that such activity or 
control constitutes a serious risk to the financial soundness and stability 
of any bank subsidiary of the bank holding company.

Federal and state laws and regulations limit geographic expansion by the 
Corporation and the Banks.  Under the Riegle-Neal Interstate Banking and 
Branching Efficiency Act of 1994, subject to certain conditions, (i) bank 
holding companies may acquire banks located in states outside their home 
state, (ii) the interstate merger of banks is allowed, subject to the right 
of individual states to "opt out" of this authority, and (iii) banks may 
establish new branches on an interstate basis, provided that such action is 
specifically authorized by the law of the host state.  

The Change in Bank Control Act (the "CBCA") prohibits a person or group of 
persons from acquiring "control" of a bank holding company unless the FRB has 
been notified and has not objected to the transaction.  Under a rebuttable 
presumption established by the FRB, the acquisition of 10% or more of a class 
of voting stock of a bank holding company with a class of securities 
registered under Section 12 of the Securities Exchange Act of 1934, as 
amended, such as the Corporation, would, under the circumstances set forth in 
the presumption, constitute acquisition of control of the Corporation.  In 
addition, any company is required to obtain the approval of the FRB under the 
BHCA before acquiring 25% (5% in the case of an acquiror that is a bank 
holding company) or more of the outstanding common stock of the Corporation, 
or otherwise obtaining control or a "controlling influence" over the 
Corporation.


                                       7

<PAGE>

Dividends and Other Relationships with Affiliates

The Corporation is a legal entity separate and distinct from its 
subsidiaries. The source of the Corporation's cash flow, including cash flow 
to pay dividends on the Corporation's Common Stock, is the payment of 
dividends to the Corporation by the Banks.  Generally, such dividends are 
limited to the lesser of (i) undivided profits (less bad debts in excess of 
the allowance for credit losses) and (ii) absent regulatory approval, the net 
profits for the current year combined with retained net profits for the 
preceding two years.  Further, a depository institution may not pay a 
dividend if (i) it would thereafter be "undercapitalized" as determined by 
federal banking regulatory agencies or (ii) if, in the opinion of the 
appropriate banking regulator, the payment of dividends would constitute an 
unsafe or unsound practice.

The Banks are subject to additional restrictions on their transactions with 
affiliates, including the Corporation.  State and federal statutes limit 
credit transactions with affiliates, prescribing forms and conditions deemed 
consistent with sound banking practices, and imposing limits on permitted 
collateral for credit extended.

Under FRB policy, the Corporation is expected to serve as a source of 
financial and managerial strength to the Banks.  The FRB requires the 
Corporation to stand ready to use its resources to provide adequate capital 
funds during periods of financial stress or adversity.  This support may be 
required by the FRB at times when the Corporation may not have the resources 
to provide it or, for other reasons, would not be inclined to provide it.  
Additionally, under the Federal Deposit Insurance Corporation Improvements 
Act of 1991 ("FDICIA"), the Corporation may be required to provide limited 
guarantee of compliance of any insured depository institution subsidiary that 
may become "undercapitalized" (as defined in the statute) with the terms of 
any capital restoration plan filed by such subsidiary with its appropriate 
federal banking agency.

The Financial Institutions Reform, Recovery and Enforcement Act of 1989 
("FIRREA") imposes additional "cross guarantee" obligations.  FIRREA provides 
generally that, upon the default of any bank of a multi-unit holding company, 
the FDIC may assess an affiliated insured depository institution for the 
estimated losses incurred by the FDIC, even if this renders the affiliate 
insolvent.  Any obligation of a subsidiary to its holding company is 
subordinate to cross-guarantee liabilities and the rights of depositors. 

Regulatory Capital Requirements

The Corporation and the Banks are subject to risk-based and leverage capital 
requirements imposed by the appropriate primary bank regulator.  All complied 
with applicable minimums as of December 31, 1997, and each Bank qualified as 
well capitalized under the regulatory framework for prompt corrective action. 
See footnote 14 to the consolidated financial statements.


                                       8

<PAGE>

Failure to meet capital requirements could result in a variety of enforcement 
remedies, including the termination of deposit insurance or measures by 
banking regulators to correct the deficiency in the manner least costly to 
the deposit insurance fund.  

Deposit Insurance

The Banks are subject to federal deposit insurance assessments by either the 
Bank Insurance Fund ("BIF") or the Savings Association Insurance Fund 
("SAIF"). The assessment rate is based on classification of a depository 
institution into a risk assessment category.  Such classification is based 
upon the institution's capital level and certain supervisory evaluations of 
the institution by its primary regulator.  Each of the Corporation's 
subsidiaries is assessed at the lowest premium rate charged.

The FDIC may terminate the deposit insurance of any insured depository 
institution if the FDIC determines, after a hearing, that the institution has 
engaged or is engaging in unsafe or unsound practices, is in an unsafe or 
unsound condition to continue operations, or has violated any applicable law, 
regulation, order, or any condition imposed in writing by, or written 
agreement with, the FDIC.  The FDIC may also suspend deposit insurance 
temporarily during the hearing process for a permanent termination of 
insurance if the institution has no tangible capital.  Management of the 
Corporation is not aware of any activity or condition that could result in 
termination of the deposit insurance of any of the Banks.

Community Reinvestment Act

The Community Reinvestment Act of 1977 ("CRA") requires financial 
institutions to meet the credit needs of their entire communities, including 
low-income and moderate-income areas.  CRA regulations impose a 
performance-based evaluation system, which bases the CRA rating on an 
institution's actual lending, service, and investment performance.  Federal 
banking agencies may take CRA compliance into account when regulating a bank 
or bank holding company's activities; for example, CRA performance may be 
considered in approving proposed bank acquisitions.  None of the Banks 
received a rating less than satisfactory on its most recent CRA examination.

Additional Regulation, Government Policies, and Legislation

In addition to the restrictions discussed above, the activities and 
operations of the Corporation and the Banks are subject to a number of 
additional detailed, complex, and sometimes overlapping laws and regulations. 
These include state usury and consumer credit laws, state laws relating to 
fiduciaries, the Federal Truth-in-Lending Act, the Federal Equal Credit 
Opportunity Act, the Fair Credit Reporting Act, the Truth in Savings Act, 
anti-redlining legislation, and antitrust laws.

The actions and policies of banking regulatory authorities have had a 
significant effect on the operating results of the Corporation and the Banks 
in the past and are expected to do so in the future.  


                                       9

<PAGE>

Various additional legislation, including proposals to overhaul the bank 
regulatory system, expand the powers of banking institutions and bank holding 
companies and limit the investments that a depository institution may make 
with insured funds, is from time to time introduced in Congress.  Such 
legislation may change banking statutes and the operating environment for the 
Corporation and its subsidiaries in substantial and unpredictable ways.  The 
Corporation cannot determine the ultimate effect that potential legislation, 
if enacted, or implementing regulations would have upon the financial 
condition or results of operations of the Corporation or its subsidiaries.

Finally, the earnings of the Banks are strongly affected by the attempts of 
the FRB to regulate aggregate national credit and the money supply through 
such means as open market dealings in securities, establishment of the 
discount rate on member bank borrowings, and changes in reserve requirements 
against member bank deposits.  The FRB's policies may be influenced by many 
factors, including inflation, unemployment, short-term and long-term changes 
in the international trade balance and fiscal policies of the United States 
government.  The effects of various FRB actions on future performance cannot 
be predicted.

STATISTICAL DISCLOSURE

The statistical disclosure on the Corporation and its subsidiaries, on a 
consolidated basis, included on pages 1, 6 through 18, and inside back cover 
of the Corporation's Annual Report to Shareholders for the fiscal year ended 
December 31, 1997, is hereby incorporated by reference herein.


                                       10

<PAGE>

EXECUTIVE OFFICERS OF THE CORPORATION

Certain information concerning the Executive Officers of the Corporation as 
of February 28, 1998, is set forth in the following table.

NAME                     AGE  OFFICE AND BUSINESS EXPERIENCE         
-------------------     ----  ------------------------------------------------
Michael F. Elliott        46  Chairman of the Board and Chief
                              Executive Officer of the Corporation
                              since 1998.  Executive Vice President
                              of the Corporation from 1993 to 1998.
                              Director of the Corporation since 1994.
                              Chairman of the Board of NCB since
                              1996.  President of NCB from 1994 to
                              1996.  Chief Executive Officer and
                              Director of NCB since 1994.  Director
                              of United Federal Savings Bank from
                              1995 to December 1996.  Chairman of the
                              Board of The State Bank of Washington
                              from 1989 to 1996; Chief Executive
                              Officer of The State Bank of Washington
                              from 1982 to 1994.  Chairman of the
                              Board from 1990 to December 1993 and
                              President and Chief Executive Officer
                              from 1988 to 1993 of Sure Financial
                              Corporation.

Robert A. Keil            54  President and Director of the
                              Corporation since 1993.  Executive Vice
                              President of the Corporation from 1991
                              to 1993.  Assistant Secretary and
                              Assistant Treasurer of the Corporation
                              from 1985 to 1993.  Executive Vice
                              President of NCB from 1991 to 1993.

Curtis D. Ritterling      41  Executive Vice President since 1997.
                              Chairman of the Board, President, and
                              Chief Executive Officer of Boatman's
                              Bank of South Central Illinois from
                              1995 to 1997.  Chairman of the Board,
                              President, and Chief Executive Officer
                              of Boatmen's Bank of Marshall,
                              Missouri, from 1990 to 1995.


                                      11

<PAGE>

ITEM 2.  PROPERTIES

The net investment of the Corporation and its subsidiaries in real estate and 
equipment at December 31, 1997, was $30,959,000.  The Corporation's offices 
are located at 227 Main Street in downtown Evansville, Indiana, in a building 
owned in fee by NCB.  The Banks, all branches, the leasing company, and the 
insurance company are located on premises either owned or leased.  None of 
the property is subject to any major encumbrance.  NCB committed in 1995 to 
build an addition to its main office to be completed in the second quarter of 
1998.  The approximate cost of the addition and renovation of the building is 
$18,000,000.  NCB and the Corporation will occupy three floors of the 
building with the other six floors being sold as condominiums.  Four of these 
six floors have been sold to entities outside of the Corporation.  The 
Corporation's share of the building cost will be approximately $10,000,000.  
The Corporation, through its subsidiary, TSTC, is funding the project with 
the proceeds of a $15,000,000 term loan with the excess being funded 
internally.  Payments from the purchasers will be used to repay the term 
loan.  There are no other material commitments for capital expenditures.

ITEM  3.   LEGAL PROCEEDINGS

The Corporation and its subsidiaries are involved in legal proceedings from 
time to time arising in the ordinary course of business.  None of such legal 
proceedings are, in the opinion of management, expected to have a materially 
adverse effect on the Corporation's consolidated financial position or 
results of operations.

ITEM  4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.


                                      12

<PAGE>

                                    PART II


ITEM  5.   MARKET FOR REGISTRANT'S COMMON EQUITY
           AND RELATED SHAREHOLDER MATTERS

Pages 1 and inside back cover of the Corporation's Annual Report to 
Shareholders for the fiscal year ended December 31, 1997, are hereby 
incorporated by reference herein.  Dividends are restricted by regulatory 
limitations, earnings, and the need to maintain adequate capital.  Management 
intends to continue its current dividend policy subject to these restrictions.

ITEM  6.   SELECTED FINANCIAL DATA

Page 1 of the Corporation's Annual Report to Shareholders for the fiscal year 
ended December 31, 1997, is hereby incorporated by reference herein.

ITEM  7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
           CONDITION AND RESULTS OF OPERATION

Pages 1, 6 through 18, and inside back cover of the Corporation's Annual 
Report to Shareholders for the fiscal year ended December 31, 1997, are 
incorporated by reference herein.

ITEM  7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Pages 14 and 15 of the Corporation's Annual Report to Shareholders for the 
fiscal year ended December 31, 1997, is incorporated by reference herein.

ITEM  8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Pages 19 through 37 of the Corporation's Annual Report to Shareholders for 
the fiscal year ended December 31, 1997, are incorporated by reference herein.

ITEM  9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
           ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.


                                      13

<PAGE>


                                   PART III


ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information under the heading "Election of Directors and Information with 
Respect to Directors and Officers" and also the information under the heading 
"Section 16(a) Beneficial Ownership Reporting Compliance" in the 
Corporation's Proxy Statement for its 1998 Annual Meeting of Shareholders, is 
hereby incorporated by reference herein.

ITEM 11.   EXECUTIVE COMPENSATION

The information under the heading "Compensation of Executive Officers" in the 
Corporation's Proxy Statement for its 1998 Annual Meeting of Shareholders, is 
hereby incorporated by reference herein.

ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
           OWNERS AND MANAGEMENT

The information under the heading "Voting Securities" in the Corporation's 
Proxy Statement for its 1998 Annual Meeting of Shareholders, is hereby 
incorporated by reference herein.

ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information under the heading "Transactions with Management" in the 
Corporation's Proxy Statement for its 1998 Annual Meeting of Shareholders, is 
hereby incorporated by reference herein.


                                          14

<PAGE>


                                       PART IV


ITEM 14.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES
           AND REPORTS ON FORM 8-K

FINANCIAL STATEMENTS

The following consolidated financial statements of the Corporation and its 
subsidiaries, included on pages 19 through 37 of the Corporation's Annual 
Report to Shareholders for the fiscal year ended December 31, 1997, are 
hereby incorporated by reference:

     Independent Auditor's Report
     Consolidated Statements of Financial Position, at
       December 31, 1997 and 1996
     Consolidated Statements of Income, for years ended
       December 31, 1997, 1996 and 1995
     Consolidated Statements of Cash Flows, for years ended
       December 31, 1997, 1996 and 1995
     Consolidated Statements of Shareholders' Equity,
       for years ended December 31, 1997, 1996 and 1995
     Notes to Consolidated Financial Statements

FINANCIAL STATEMENT SCHEDULES

All schedules are omitted because they are not applicable or not required or 
because the required information is included in the consolidated financial 
statements or related notes.

EXHIBITS

The list of exhibits is incorporated by reference to the Exhibit Index.


                                          15

<PAGE>

REPORTS ON FORM 8-K

A CURRENT REPORT dated October 21, 1997, for event of October 16, 1997, was 
filed reporting under Item 5 a news release announcing earnings for the 
quarter ended September 30, 1997.

A CURRENT REPORT dated October 29, 1997, for event of October 22, 1997, was 
filed reporting under Item 5 the declaration of a five percent (5%) stock 
dividend to be issued no later than December 8, 1997 to shareholders of 
record at the close of business on November 24, 1997.  The Board of directors 
also declared a cash dividend of eighteen cents ($.18) per share payable 
January 7, 1998 to shareholders of record at the close of business on 
December 23, 1997.

A CURRENT REPORT dated December 5, 1997, for event of December 5, 1997, was 
filed reporting under Item 5 the restructuring of the Corporation's benefit 
program by replacing one of its retirement plans with an incentive cash-bonus 
plan for all employees.  The change became effective January 1, 1998.


                                          16

<PAGE>

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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, on the dates 
indicated.

                              NATIONAL CITY BANCSHARES, INC.



                           By /s/ MICHAEL F. ELLIOTT        3/9/98  
                              ---------------------------   -------
                              Michael F. Elliott              Date
                              Chairman of the Board and
                              Chief Executive Officer



                           By /s/ ROBERT A. KEIL            3/9/98
                              ---------------------------   -------
                              Robert A. Keil                  Date
                              President and
                              Chief Financial Officer



                           By /s/ STEPHEN C. BYELICK        3/9/98
                              ---------------------------   -------
                              Stephen C. Byelick, Jr.         Date
                              Secretary and Treasurer
                              (Chief Accounting Officer)



                                      17

<PAGE>

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

                                                                  
                              ---------------------------   -------
                              Janice L. Beesley               Date
                              Director                     



                              /s/ MICHAEL F. ELLIOTT        3/9/98
                              ---------------------------   -------
                              Michael F. Elliott              Date
                              Director


                              
                              /s/ SUSANNE R. EMGE           3/9/98
                              ---------------------------   -------
                              Susanne R. Emge                 Date
                              Director


                              
                                                                  
                              ---------------------------   -------
                              Donald G. Harris                Date
                              Director



                              /s/ H. RAY HOOPS              3/9/98
                              ---------------------------   -------
                              Dr. H. Ray Hoops                Date
                              Director



                              /s/ ROBERT A. KEIL            3/9/98
                              ---------------------------   -------
                              Robert A. Keil                  Date
                              Director



                              /s/ JOHN D. LIPPERT           3/9/98
                              ---------------------------   -------
                              John D. Lippert                 Date
                              Director




                                      18

<PAGE>


                              /s/ RONALD G. REHERMAN        3/9/98
                              ---------------------------   -------
                              Ronald G. Reherman              Date
                              Director



                              /s/ LAURENCE R. STEENBERG     3/9/98
                              ---------------------------   -------
                              Laurence R. Steenberg           Date
                              Director



                                                                  
                              ---------------------------   -------
                              Richard F. Welp                 Date
                              Director




                                      19


<PAGE>

                                    EXHIBIT INDEX

<TABLE>
<CAPTION>

EXHIBIT
NUMBER    DESCRIPTION OF EXHIBIT    
--------  --------------------------------------------------------
<S>       <C>

 3(i)     Articles of Incorporation (incorporated by reference to
          Exhibit 3A to the Annual Report on Form 10-K for the
          fiscal year ended December 31, 1996)

 3(ii)    By-Laws

 10(a)    Term Loan Agreement, dated as of June 26, 1996 between
          Twenty-One Southeast Third Corporation, National City
          Bancshares, Inc. and The Northern Trust Company
          (incorporated by reference to Exhibit 10(a) to Quarterly
          Report on Form 10-Q for the period ending June 30, 1996)

 10(b)    Incentive Stock Option Plan (incorporated by reference to
          Exhibit 10(b) to Quarterly Report on Form 10-Q for the
          period ending June 30, 1996)

 10(c)    Incentive Stock Option Plan, First Amendment, dated as of
          December 18, 1996 (incorporated by reference to Exhibit
          10(c) to Annual Report on Form 10-K for the fiscal year
          ended December 31, 1996)

 10(d)    Incentive Stock Option Plan, Second Amendment, dated as of
          March 19, 1997 (incorporated by reference to Exhibit 10(d)
          to Annual Report on Form 10-K for the fiscal year ended
          December 31, 1996)

 10(e)    Supplemental Retirement Benefit Agreement between John D.
          Lippert and National City Bancshares, Inc. (incorporated by
          reference to Exhibit 10(e) to Annual Report on Form 10-K
          for the fiscal year ended December 31, 1996)

 10(f)    Term Loan Agreement, First Amendment, dated as of January
          31, 1997 (incorporated by reference to Exhibit 10(f) to
          Annual Report on Form 10-K for the fiscal year ended
          December 31, 1996)

 10(g)    Credit Agreement dated December 22, 1997 between National
          City Bancshares, Inc. and NBD Bank

 10(h)    Amendment to Credit Agreement dated January 22, 1998
 
 13       Annual Report to Shareholders for the year ended December
          31, 1997 (Except as expressly incorporated into this
          report, such report is furnished for the information of
          the Commission and is not to be deemed "filed" for
          purposes of The Securities Exchange Act of 1934.)

 21       Subsidiaries of the Registrant

 23       Consent of McGladrey & Pullen, LLP

 27.1     Financial Data Schedule, period end 12/31/97 
          (Electronic Filing Only)

 27.2     Financial Data Schedule, period end 12/31/96
          (Electronic Filing Only) 

 27.3     Financial Data Schedule, period end 12/31/95
          (Electronic Filing Only) 

</TABLE>

                                      20