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


                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                      to be held on Thursday, May 23, 1996



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 23,  1996,  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)      Ratification of the appointment of KPMG Peat Marwick LLP as
                  independent auditors for the fiscal year ending December 31,
                  1996.

         (3)      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, 1996 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 1995 Annual Report to  Stockholders
accompany this Notice.

                                              By order of the Board of Directors



                                                     Lemar C. Whigham
Newark, New Jersey                                   Secretary
April 23, 1996



<PAGE>
                                       1


                                 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 23,
1996, 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, 1996 (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,  111,141  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, 1996.

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

Louis E. Prezeau                   10,020(1)                      8.78%
85-27 Edgerton Blvd.
Jamaica Estates, NY 11432
Carolyn Whigham                     8,485                         7.63
580 Martin Luther King Blvd.
Newark, NJ  07102

Lemar C. Whigham                    8,172                         7.35
34 Mountain Way
West Orange, NJ 07052

United Negro College Fund, Inc.     6,800                         6.12
500 East 62nd Street
New York, NY 10021

Eugene Giscombe                     6,500                         5.85
1825 Park Avenue
New York, NY 10035

(1)  Includes unexercised stock options to acquire 3,000 shares of common stock
     and 540 shares held by his sons, 40 shares held by his daughter and 100
     shares held by his wife.

                                   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.
<PAGE>
                                       2

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 three  directors at the Meeting to serve until the 1999
Annual Meeting of Stockholders. The table below identifies the three nominees as
well as the other directors whose terms of the office extend as indicated. It is
intended that the proxies will be voted for the aforementioned  nominees,  or if
any of these  nominees 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 any of the nominees will be
unable or unwilling to serve if elected.

Information  is  presented  below  as of March  12,  1996,  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>

  Name of Director            Age  Director    Term     Business Experience                            Number of     Percentage of
                                   Since       Ends                                                       Shares      Total Shares
                                                                                                                       Outstanding
--------------------------- ------ ----------- -------- -------------------------------------------- ------------ -----------------
<S>                          <C>      <C>       <C>     <C>                                               <C>               <C>
Douglas E. Anderson          46       1989      1996    Senior Vice President, Chase Manhattan               225                *
                                                        Bank
Barbara Bell                 45       1995      1998    President Amelior                                     60                *
                                                        Foundation
Leon Ewing (2)               67       1973      1997    President, Ewing Bonding Agency                    1,820             1.64%
Eugene Giscombe              55       1991      1996    President, Giscombe Henderson, Inc.                6,500             5.85
                                                        (property management firm)President, 103
                                                        East 125th Street Corporation (property
                                                        holding company)
Norman Jeffries              55       1989      1998    CPA, Accountant                                      174                *
Louis E. Prezeau             53       1989      1996    President and Chief Executive Officer,            10,020(3)          8.78
                                                        City National Bank of New Jersey and City
                                                        National Bancshares Corporation
Lemar C. Whigham             52       1989      1998    President, L & W Enterprises (vending              8,172             7.35
                                                        machine operations)
Directors and executive                                                                                   28,747            25.19(1)
officers as a group (9
persons)
<FN>

(1) The number of shares of common stock used in  calculating  the percentage of
total shares owned  includes  111,141  shares of common stock  outstanding as of
March 15, 1996 plus 3,000  purchasable  pursuant  to  unexercised  options.
(2) Includes 1,570 shares held by Mr. Ewing  individually and 50 shares held
jointly with his wife.
(3) Includes unexercised stock options to acquire 3,000 shares of common stock
and 540 shares held by his sons, 40 shares held by his daughter and 100 shares
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.

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.
<PAGE>
                                       3

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. Ewing, 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 1995,  the Board of Directors  held 12 regular  monthly  meetings and one
special  Board  meetings.  A quorum was present at all  meetings.  No  incumbent
director attended fewer than 75% of the meetings held by the Board. In addition,
during 1995, 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 three
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.

                             EXECUTIVE COMPENSATION
The following table sets forth the  compensation of the Chief Executive  Officer
and the only other  executive  officer  with  annual  compensation  in excess of
$100,000 during 1995.

                           Summary compensation table
<TABLE>
<CAPTION>
                                                    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>
Louis E. Prezeau                             1995     $125,000    $ 30,000       $ 6,733 (2)
  President and Chief Executive Officer,     1994      125,000      18,000         7,223 (2)                          -
  City National Bancshares Corporation       1993      125,000      38,804         7,110 (2)                        3,000
  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
     $2,813,  $3,327,  and  $3,250  in 1995,  1994 and 1993,  respectively,  and
     insurance  premiums  paid on a life  insurance  policy  on the  life of Mr.
     Prezeau of $3,920, $3,896 and $3,860 in 1995, 1994 and 1993, respectively.
(3)  Represents payments made under the Corporation's profit sharing plan.
</FN>
</TABLE>

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                53           1989     President and Chief Executive Officer, City National Bancshares Corporation
                                                      and City National Bank of New Jersey

Stanley Weeks                   39           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                50           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>

Stock options
There were no stock options granted in 1995.

The following table sets forth  information as to the value of unexercised stock
options  held by all  executive  officers  at  year-end  1995.  No options  were
exercised during 1995.
<PAGE>
                                       4

Aggregate fiscal year-end stock option values
<TABLE>
<CAPTION>
                                                    Number of Unexercised          Value of Unexercised
                                                         Options at                In-the-Money Options
Name                                                December 31, 1995 (1)        at December 31, 1995 (2)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                         <C>                       <C>    
Louis E. Prezeau                                            3,000                     $9,000
<FN>
(1)    All unexercised options are immediately exercisable.
(2)    Represents  the  difference  between  the market  price of City  National
       Bancshares  Corporation  common  stock  and the  exercise  prices  of the
       options at  December  31,  1995.  The market  price as of March 15,  1996
       represents the last known trade price of the  Corporation's  common stock
       on March 7, 1995.  Actual  values which may be realized upon any exercise
       of stock  options will be based on the market price of the  Corporation's
       common  stock at the time of such  exercise and thus are  dependent  upon
       future performance of the Corporation's common stock.
</FN>
</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 grants 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.

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.

                          TRANSACTIONS WITH MANAGEMENT
A director of the Corporation had a loan with the Bank in 1995. 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
                       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, 1995.  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
1996. 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.

                                  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.
<PAGE>
                                       5


                              STOCKHOLDER PROPOSALS
Stockholders  who  intend to present  proposals  at the 1997  Annual  Meeting of
Stockholders  must present  written  proposals to the  Corporation by January 8,
1997, for inclusion in the Corporations' proxy statement.



                                            By order of the Board of Directors




                                            Lemar C. Whigham
                                            Secretary