<PAGE>
                                       38

                      CITY NATIONAL BANCSHARES CORPORATION
                                900 Broad Street
                            Newark, New Jersey 07102

                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                      to be held on Thursday, May 22, 1997


Notice is hereby given that the Annual Meeting (the  "Meeting") of  Stockholders
of City National Bancshares Corporation (the "Corporation") will be held at City
National Bank of New Jersey (the "Bank"),  located at 900 Broad Street,  Newark,
New  Jersey,  on  Thursday,  May 22,  1997,  at 6:00  p.m.  for the  purpose  of
considering and voting upon the following matters:

(1) The election of three directors named in the accompanying Proxy Statement to
    serve as directors until their successors are elected and qualified

(2) To consider  and vote upon a proposal  to amend the  Company's
    Articles  of   Incorporation  to  authorize  a  new  class  of
    non-voting Class A common stock, $.01 par value share

(3) Ratification  of the  appointment  of KPMG Peat Marwick LLP as  independent
    auditors for the fiscal year ending December 31, 1997

(4) Such other  business  as shall  properly  come  before the  Meeting,  or any
    adjournments thereof.
Stockholders  of record at the close of business on April 16, 1997 are  entitled
to notice of and to vote at the meeting. Each share of such stock is entitled to
one vote.  Whether or not you will attend the Meeting,  it is suggested that you
execute and return the enclosed  proxy to the  Corporation.  You may revoke your
proxy at any time  prior  to the  exercise  of the  proxy by  delivering  to the
Corporation a later dated proxy or by delivering a written  notice of revocation
to the Corporation prior to or at the meeting.

For a period of 10 days prior to the meeting,  a stockholders' list will be kept
at the  Corporation's  principal office and shall be available for inspection by
stockholders  during normal business hours. A stockholder  list shall be present
and available for inspection at the Meeting.

The  Corporation's  Proxy  Statement and its 1996 Annual Report to  Stockholders
accompany this Notice.

                       By order of the Board of Directors



                                                     Lemar C. Whigham
Newark, New Jersey                                   Secretary
April 21, 1997

<PAGE>
                                       39


                                 PROXY STATEMENT
                      CITY NATIONAL BANCSHARES CORPORATION
                                900 Broad Street
                                Newark, NJ 07102

                             SOLICITATION OF PROXIES

The  accompanying  proxy is solicited by and on behalf of the Board of Directors
of City  National  Bancshares  Corporation  (the  "Corporation")  for use at the
Annual Meeting (the "Meeting") of  Stockholders to be held on Thursday,  May 22,
1997, at 6:00 p.m.,  at City  National Bank of New Jersey,  located at 900 Broad
Street, Newark, New Jersey or at any adjournment thereof.

Voting and revocability of proxy
A form of proxy is enclosed for use at the meeting if a stockholder is unable to
attend in person.  Each proxy may be revoked at any time before its  exercise by
giving written notice to the Secretary of the Corporation.  A subsequently dated
proxy will, if properly  presented,  revoke a prior proxy.  Any  stockholder may
attend the meeting and vote in person whether or not a proxy has previously been
turned in. Where a choice or  abstention  is specified in the form of proxy with
respect to a matter being voted upon,  the shares  represented  by proxy will be
voted  in  accordance  with  such  specification.  If a proxy is  signed  but no
specification is given, the shares will be voted for the director nominees named
herein and in favor of the proposals  set forth in the Notice of Annual  Meeting
of Stockholders.

Only  holders  of  record  of the  Corporation's  common  stock at the  close of
business on April 16, 1997 (the "Record  Date"),  are entitled to notice of, and
to vote at, the Annual  Meeting.  At the close of business  on the Record  Date,
there were  outstanding  and entitled to vote,  114,141  shares of common stock,
each of which is entitled to one vote. A majority of the  outstanding  shares of
common stock will constitute a quorum for the purposes of the Meeting.

For purposes of counting votes,  abstentions  will be treated as shares that are
present and  entitled  to vote for  purposes of  determining  the  presence of a
quorum, but as unvoted for purposes of determining the approval of this proposal
by the  stockholders.  If a broker or  nominee  indicates  that it does not have
discretionary  authority to vote on this  Proposal as to certain  shares,  those
shares will be counted for general quorum purposes but will not be considered as
present and entitled to vote with respect to this proposal.

                      BENEFICIAL OWNERSHIP OF COMMON STOCK

The following table sets forth certain  information  with respect to each person
known to the Corporation,  to be a beneficial owner of more than five percent of
the Corporation's common stock as of March 15, 1997.

Name and Address of            Number of                     Percentage of Total
Beneficial Owner               Shares                         Shares Outstanding
--------------------------------------------------------------------------------

Louis E. Prezeau              11,363(1)                           9.96%
85-27 Edgerton Blvd.
Jamaica Estates, NY 11432

Lemar C. Whigham               9,122(2)                           7.99
34 Mountain Way
West Orange, NJ 07052

Carolyn Whigham                8,485                              7.43
580 Martin Luther King Blvd.
Newark, NJ  07102

Eugene Giscombe                7,100                              6.22
1825 Park Avenue
New York, NY 10035

United Negro College Fund, Inc.6,800                              5.96
500 East 62nd Street
New York, NY 10021

(1) Includes 603 shares held by his sons, 40 shares held by his daughter and 100
    shares held by his wife.
(2)  Includes 940 shares held by his wife.

<PAGE>
                                       40

                                   PROPOSAL 1
                              ELECTION OF DIRECTORS
The Board of  Directors  of the  Corporation  is divided  into three  classes of
approximately  equal  size.  Directors  are elected  for  three-year  terms on a
staggered  basis,  so that the term of office of one class will expire each year
at the Annual Meeting of Stockholders  when a successor is elected and qualified
and the terms of office of the other classes will extend for additional  periods
of one and two years, respectively.

Vote Required
The affirmative vote of the holders of a plurality of the shares of common stock
of the  Corporation,  present in person or by proxy, and entitled to vote at the
Meeting is required to elect the directors.

Stockholders  will elect one director at the Meeting.  Mr. Ewing will be elected
to serve until the 2000 Annual Meeting of Stockholders.  It is intended that the
proxies  will be voted for the  aforementioned  nominee,  or if the  nominee  is
unable  or  declines  to serve as  director  at the  time of  election,  for any
substitute  nominee selected by the Board of Directors of the  Corporation.  The
Board has no reason to believe  that the nominee  will be unable or unwilling to
serve if elected.

Information  is  presented  below  as of March  15,  1997,  as to age,  business
experience,  the  number  of  shares  of City  National  Bancshares  Corporation
beneficially  owned and the period  during which each director has served on the
Board of City  National  Bancshares  Corporation  and City  National Bank of New
Jersey  (the  "Bank")  as well as the  number  of shares  of such  common  stock
beneficially owned by all "named" officers.

                          
<TABLE>                                                                     
<CAPTION>
<S>                         <C>   <C>         <C>     <C>                                            <C>           <C>

 Name of Director            Age  Director    Term     Business Experience                            Number of     Percentage of
                                   Since       Ends                                                    Shares        Total Shares
                                                                                                                     outstanding 
--------------------------- ------ ----------- -------- -------------------------------------------- ------------ -----------------
Douglas E. Anderson          47       1989      1999    Senior Vice President, Chase Manhattan          225            *
                                                        Bank
Barbara Bell                 46       1995      1998    President, Amelior Foundation (charitable       108            *
                                                        foundation)
Leon Ewing                   68       1973      1997    President, Ewing Bonding Agency                 2,320(1)       2.03%
Eugene Giscombe              56       1991      1999    President, Giscombe Henderson, Inc.             7,100          6.22
                                                        (property management firm)President, 103
                                                        East 125th Street Corporation (property
                                                        holding company)
Norman Jeffries              56       1989      1998    Fiscal Manager, Newark Preschool Council,       174             *
                                                        Inc.
Louis E. Prezeau             54       1989      1999    President and Chief Executive Officer,          11,363(2)       9.96
                                                        City National Bank of New Jersey and City
                                                        National Bancshares Corporation
Lemar C. Whigham             53       1989      1998    President, L & W Enterprises (vending           9,122(3)        7.99
                                                        machine operations)


Directors and executive                                                                                 33,234          29.12
officers as a group (9
persons)
<FN>

(1) Includes  1,570 shares held by Mr.  Ewing  individually  and 550 shares held
    jointly with his wife.  
(2) Includes 603 shares held by his sons, 40 shares held
    by his daughter and 100 shares held by his wife.
(3) Includes 940 held by his wife.
 *  Less than 1%
</FN>
</TABLE>

Committees of the Board of Directors
All  directors  of the  Corporation  are also  directors  of the  Bank.  Regular
meetings of the Corporation and the Bank are held monthly.  Additional  meetings
are held when deemed necessary.  In addition to meeting as a group to review the
Corporation's business,  certain members of the Board also devote their time and
talents to certain  standing  committees.  Because the Board of Directors of the
Corporation has no committees,  their functions were fulfilled by the committees
of the Board of Directors  of the Bank.  Messrs.  Anderson and Prezeau  serve as
ex-officio members of all committees except for the  Audit/Examining  Committee.
Committee members, other than ex-officio members and principal functions of each
committee are set forth below.

The Audit/Examining Committee of which Mr. Jeffries is chairperson, also consist
of Messrs. Ewing and Whigham,  meets with the independent  accountants,  reviews
significant auditing and accounting matters,  reviews the adequacy of the system
of internal controls,  and reviews  examination  reports of national and federal
regulatory agencies and independent accountants.
<PAGE>
                                       41

The Loan and Discount  Committee,  of which Mr.  Anderson is  chairperson,  also
consists of Messrs. Ewing, Jeffries, Giscombe, Jeffries, Prezeau and Whigham and
Ms. Bell, reviews all loan policy changes and loans approved by management,  and
approves loans over specific amounts.

The Investment Committee, of which Mr. Prezeau is chairperson,  also consists of
Messrs.  Anderson,  Ewing, Giscombe, and Whigham,  reviews all investment policy
changes, along with purchases and sales.

The Personnel/Director and Management Review Committee, of which Mr. Giscombe is
chairperson,  also consists of Messrs.  Jeffries and Whigham and Ms. Bell, deals
in  broad  terms  with  personnel  matters  and  reviews  director  and  officer
compensation.

The Building and Grounds  Committee,  of which Mr.  Ewing is  chairperson,  also
consists of Messrs.  Giscombe,  Prezeau and  Whigham,  meets to consider  branch
expansion and matters concerning Corporation premises.

During 1996, the Board of Directors held 12 regular monthly  meetings.  A quorum
was present at all meetings.  No incumbent  director  attended fewer than 75% of
the  meetings  held by the Board and  Committees  of which such  director  was a
member.  In  addition,  during 1996,  the  Audit/Examining  Committee  held four
meetings,  the Loan and  Discount  Committee  held 12 meetings,  the  Investment
Committee  held four meetings,  the  Personnel/Director  and  Management  Review
Committee  held two meetings and the  Building  and Grounds  Committee  held one
meeting.

Each  director of the  Corporation  receives an annual  retainer of $1,500 and a
$350 fee for  each  board  meeting  attended  except  for the  Chairperson,  who
receives  $500,  and the Secretary who receives $450.  Audit  Committee  members
receive  $150 for each  meeting  attended,  while  members  of other  committees
receive $125 for each committee  meeting  attended,  except for the chairperson,
who receives $175 for each committee other than the Loan and Discount Committee,
for which the chairperson fee is $225.

Directors Retirement Plan
In November,  1996 the Bank  established  a  non-qualified  retirement  plan for
directors.  Benefits will be funded by a bank-owned life insurance  policy.  The
plan  provides  for benefits  commencing  the later of 2001 or when the director
reaches  age 65,  equal to 50% of the  director's  final  year board  fees.  The
benefits terminate after ten years and are payable to the named beneficiary upon
the death of a director prior to the ten-year payment period.

                             EXECUTIVE COMPENSATION
The following table sets forth the compensation of the Chief Executive  Officer,
the only executive officer with annual compensation in excess of $100,000 during
1996.
<TABLE>
<CAPTION>

                           Summary compensation table
                                                    Annual Compensation                             Long-term Compensation
Name and                                                                           Other                    Options/
Principal Position                           Year       Salary       Bonus   Compensation(1)        SARs (number of shares)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>       <C>          <C>          <C>                       <C>  

Louis E. Prezeau                             1996     $125,000    $ 27,500     $ 6,102 (2)                 -
  President and Chief Executive Officer,     1995      125,000      30,000       6,733 (2)                 -
  City National Bancshares Corporation       1994      125,000      18,000       7,223 (2)                 -
  and City National Bank of New Jersey
<FN>
(1) Perquisites and other personal  benefits paid to any named executive officer
    did not exceed  the  lesser  of  $50,000  or 10% of the  annual  salary  and
    bonus reported in the table for that individual and are, therefore, not 
    presented.
(2)  Includes  payments  made under the  Corporation's  profit  sharing  plan of
     $2,197,  $2,813,  and $3,327 in 1996,  1995,  and 1994,  respectively,  and
     insurance  premiums  paid on a life  insurance  policy  on the  life of Mr.
     Prezeau  of  $3,905,   $3,920,   and  $3,896  in  1996,   1995,  and  1994,
     respectively.
(3)  Represents payments made under the Corporation's profit sharing plan.
</FN>
</TABLE>
<PAGE>
                                       42

Set forth below are the executive officers of the Corporation or the Bank.
<TABLE>
<CAPTION>
                                        In Office
Name                           Age          Since     Office and Business Experience
------------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>          <C>      <C>            

Louis E. Prezeau                54           1989     President and Chief Executive Officer, City National Bancshares Corporation
                                                      and City National Bank of New Jersey

Stanley Weeks                   40           1994     Senior Vice President and Senior Lending Officer City National Bank of New
                                                      Jersey1984-1994, Vice President, First Fidelity Bank, N.A.

Edward R. Wright                51           1994     Senior Vice President and Chief Financial Officer, City National Bancshares
                                                      Corporation and City National Bank of New Jersey1978-1994, Executive Vice
                                                      President and Chief Financial Officer, Rock Financial Corporation
</TABLE>


Employment agreements
The  Corporation has an employment  agreement with Mr. Prezeau  expiring May 23,
1997 which  provides  for an annual  base  salary of  $125,000  in  addition  to
performance  and other  bonuses  payable in either  cash or common  stock of the
Corporation.

The agreement  also provides  that Mr.  Prezeau may terminate his  employment if
there is a change in control of the  Corporation  which does not  receive  prior
approval from the Corporation's Board of Directors or if the stockholders of the
Corporation  fail to elect Mr.  Prezeau as a director of the  Corporation at any
time  during  which  his  employment  agreement  remains  in  effect.  In  these
instances,  Mr.  Prezeau is entitled to accrued but unpaid salary and bonus.  In
the event Mr. Prezeau's employment is terminated by the Corporation and the Bank
without cause, or Mr. Prezeau's  employment  expires and the Corporation and the
Bank fail to renew the employment agreement on substantially the same terms, Mr.
Prezeau is  entitled  to received  an amount  equal to his then  current  annual
salary.

The agreement also granted Mr. Prezeau the option to purchase at any time during
his employment up to 3,000 shares of the Corporation's common stock at an option
price of $15.00 per share,  subject to adjustments for certain  events,  such as
stock  dividends and splits.  During 1996, Mr.  Prezeau  exercised his option to
purchase 3,000 shares.

                          TRANSACTIONS WITH MANAGEMENT
A director of the Corporation had a loan with the Bank in 1996. This loan was on
substantially the same terms, including interest rates and collateral,  as those
prevailing at the time for comparable loans with others and did not involve more
than the normal risk of collectability  or present other  unfavorable  features.
The Bank may have similar transactions in the future.

                                   PROPOSAL 2
               PROPOSED AMENDMENT TO THE ARTICLES OF INCORPORATION
                      TO AUTHORIZE NON-VOTING COMMON STOCK

The Board of  Directors  has  unanimously  approved  and  declared  advisable an
amendment to the Company's  Articles of Incorporation,  as amended,  which would
authorize one million  shares of Class A common stock,  $.01 par value per share
(the "Class A Common  Stock").  The proposed  amendment would amend Article III,
Sections 3.1 and 3.2 of the Company's Articles of Incorporation to read in their
entirety as follows:

                           " 3.1 General.  The total number of shares of capital
                  stock which the  Corporation  shall have authority to issue is
                  one million five hundred thousand  (1,500,000),  of which four
                  hundred  thousand  (400,000)  shall be common stock of $10 par
                  value per share, one million  (1,000,000)  shall be Non-voting
                  Class A Common  Stock,  par  value,  $.01 per share  ("Class A
                  Common Stock"),  and one hundred  thousand  (100,000) shall be
                  preferred stock. The authorized but unissued shares of capital
                  stock shall be available for issuance and sale at any time and
                  from time to time, either in whole or in part, and, subject to
                  any  limitations   contained  herein,   upon  such  terms  and
                  conditions  and for such  consideration  as may be provided by
                  the Board of Directors of the  Corporation in accordance  with
                  the laws of New Jersey and its Articles of Incorporation.

                           3.2  (A)  Common  Stock.  At  every  meeting  of  the
                  stockholders of the Corporation (or with respect to any action
                  by written consent in lieu of a meeting of stockholders), each
                  share of Common Stock shall be entitled to one vote.
<PAGE>
                                       43

                          (B) Class A Common  Stock.  Holders of Class A Common
                  Stock  shall  not  have  any  voting  rights  on  any  matters
                  (including  without  limitation  the  election  of  directors)
                  except to the extent required under  applicable law. The Class
                  A Common  Stock  shall  be in all  respects  identical  to the
                  Common Stock (except with respect to voting rights), including
                  without limitation,  rights to dividends and distributions and
                  treatment  in a merger,  reorganization,  recapitalization  or
                  similar  corporate  event  except  that,  (i) in the  case  of
                  dividends  payable in cash, each share of Class A Common Stock
                  shall  receive  an amount  equal to 110% of the cash  dividend
                  paid with respect to a share of Common Stock,  and (ii) in the
                  case of dividends or other  distributions  payable in stock of
                  the  Corporation,  including  distributions  pursuant to stock
                  splits or dividends, only shares of Class A Common Stock shall
                  be distributed with respect to the Class A Common Stock.

The Common Stock and the Class A Common Stock will be identical in all respects,
including,  without  limitation,  rights  to  dividends  and  distributions  and
treatment in a merger,  reorganization,  recapitalization  or similar  corporate
event,  except that (a) each share of Common  Stock will be entitled to one vote
on all matters  submitted to stockholders and each share of Class A Common Stock
will have no voting rights (including with respect to the election of directors)
except to the extent  required by  applicable  law, (b) in the case of dividends
payable in cash,  each  share of Class A Common  Stock  shall  receive an amount
equal to 110% of the cash dividend paid with respect to a share of Common Stock,
and (c) in the case of dividends or other distributions  payable in stock of the
Company,  including  distributions  pursuant to stock splits or dividends,  only
shares of Class A Common  Stock  will be  distributed  with  respect  to Class A
Common Stock.

Although the Company has no present plans or commitments for any of the proposed
Class A Common Stock, the Board of Directors  believes that the issuance of such
shares may prove to be advisable in the future,  and the  availability of shares
of Class A Common  Stock will  provide  flexibility  in  connection  with future
corporate transactions, including recapitalizations,  acquisitions,  financings,
stock  dividends,  employee  benefit  plans or other  corporate  purposes.  More
specifically,  the Company may issue the Class A Common Stock  instead of Common
Stock in certain  instances where the Company's status as a  minority-controlled
entity may be compromised. Stockholders have no preemptive right to purchase any
of such  authorized but unissued  shares of Common Stock or Class A Common Stock
which may be issued.

An unintended  effect of the increase in the Company's  authorized stock will be
to strengthen the Board of Directors' ability to fend off hostile takeovers. The
Company is not aware of any existing  hostile  takeover  proposals nor is it the
intention of the  Company's  management to  strengthen  the  Company's  defenses
against a potential  hostile  takeover.  Stockholders  must be aware that in the
event that all or a substantial number of additional shares are issued, existing
stockholders may suffer immediate and substantial  dilution of their interest in
the Company and have a potential decrease in the valuation of their stock.

If this  proposal is approved,  shares of the Class A Common Stock may be issued
without further authorization by the Company's stockholders.

The affirmative vote of the holders of the majority of all outstanding shares of
Common  Stock  entitled to vote at the meeting is required to adopt the proposed
amendment to the Articles of  Incorporation  increasing the number of authorized
shares of capital stock and authorizing the Class A Common Stock.

THE BOARD OF DIRECTORS  RECOMMENDS A VOTE FOR  AUTHORIZATION AND APPROVAL OF THE
PROPOSED AMENDMENT TO THE ARTICLES OF INCORPORATION.

                                   PROPOSAL 3
                       APPOINTMENT OF INDEPENDENT AUDITORS
KPMG Peat Marwick LLP, Certified Public  Accountants,  served as the independent
auditors for the  Corporation  for the year ended  December  31, 1996.  Services
provided included the examination of the consolidated  financial  statements and
preparation of the tax returns.

The Board of Directors of the Corporation has appointed KPMG Peat Marwick LLP as
the  independent  auditors for the  Corporation and the Bank for the fiscal year
1997. Stockholder ratification of the appointment is not required under the laws
of the State of New Jersey,  but the Board has decided to ascertain the position
of the  stockholders on the  appointment.  The Board of Directors may reconsider
the appointment if it is not ratified. The affirmative vote of a majority of the
shares voted at the Meeting is required for ratification.

Representatives  of KPMG Peat  Marwick  LLP are  expected  to be  present at the
meeting and will be allowed to make a statement if they so desire. Additionally,
they will be available to respond to  appropriate  questions  from  stockholders
during the Meeting.

The  Corporation has been advised by KPMG Peat Marwick LLP that the firm and its
partners have no direct financial  interest and no material  indirect  financial
interest in the Corporation or the Bank.
<PAGE>
                                       44


                              STOCKHOLDER PROPOSALS
Stockholders  who  intend to present  proposals  at the 1998  Annual  Meeting of
Stockholders  must present written  proposals to the Corporation by December 21,
1997, for inclusion in the Corporations' proxy statement.


                                  OTHER MATTERS
Management knows of no other business  scheduled for consideration at the Annual
Meeting.  Should any matter  properly come before the Meeting or any adjournment
thereof,  it is intended  that  proxies will vote in  accordance  with their own
judgment.

                            By order of the Board of Directors


April 21, 1997                         Lemar C. Whigham
                                            Secretary