<PAGE>
                            EXHIBIT 3(ii)

                               BY-LAWS
                                 OF
                   NATIONAL CITY BANCSHARES, INC.


                              ARTICLE I

                               Offices

     Section 1.  Principal Office.  The principal office of the
corporation shall be at such place in the City of Evansville,
Indiana, as may be designated from time to time by the Board of
Directors.

     Section 2.  Other Offices.  The corporation shall also have
offices at such other places without, as well as within, the State of
Indiana, as the Board of Directors may from time to time determine.


                             ARTICLE II

                      Meetings of Shareholders

     Section 1.  Annual Meeting.  The annual meeting of the
shareholders of this corporation for the purpose of fixing or
changing the number of Directors of the corporation, electing
Directors and transacting such other business as may come before the
meeting, shall be held at such time as may be designated by the Board
of Directors, but not later than April 30th of each year.

     Section 2.  Special Meetings.  Special meetings of the
shareholders may be called at any time by the Chairman of the Board
of Directors, President, or a majority of the Board of Directors
acting with or without a meeting, or the holder or holders of
one-fourth of all shares outstanding and entitled to vote thereat.

     Section 3.  Place of Meetings.  Meetings of shareholders shall
be held at the office of the corporation in the City of Evansville,
Indiana, unless the Board of Directors decides that a meeting shall
be held at some other place within or without the State of Indiana
and causes the notice thereof to so state.

     Section 4.  Notice of Meetings.  Unless waived, a written,
printed, or typewritten notice of each annual or special meeting
stating the date, hour, and place and the purpose or purposes thereof
shall be served upon or mailed to each shareholder of record (a) as
of the day next preceding the date on which notice is given or (b) if
a record date therefor is duly fixed, as of said date.  Such notice
shall be given not more than thirty (30) days, nor less than ten (10)
days before any such meeting.  If mailed, it shall be directed to a
shareholder at his address as the name appears upon the records of
the corporation.

                                  1
<PAGE>
     All notices with respect to any shares of record in the names of
two or more persons may be given to whichever of such persons is
named first on the books of the corporation and notice so given shall
be effective as to all the holders of record of such shares.

     Every person who by operation of law, transfer, or otherwise
shall become entitled to any share or right or interest therein,
shall be bound by every notice in respect of such share which, prior
to his name and address being entered upon the books of the
corporation as the registered holder of such share, shall have been
given to the person in whose name such share appeared of record.

     Section 5.  Waiver of Notice.  Any shareholder, either before or
after any meeting, may waive any notice required to be given by law
or under these By-Laws; and whenever all of the shareholders entitled
to vote shall meet in person or by proxy and consent to holding a
meeting, it shall be valid for all purposes without call or notice,
and at such meeting any action may be taken.

     Section 6.  Quorum.  At any meeting for the determination of the
number of directors, or the election of directors, or for the
consideration and action upon reports, required to be laid before
such meeting, provided that at least one-third of the voting power of
the corporation is present in person or represented by proxy, then
the shareholders present in person or by proxy shall constitute a
quorum. 

     At any meeting called for any other purpose, the holders of
shares entitling them to exercise a majority of the voting power of
the corporation, present in person or represented by proxy, shall
constitute a quorum, except when a greater proportion is required by
law, the Articles of Incorporation or these By-Laws.

     At any meeting at which a quorum is present, all questions and
business which shall come before the meeting shall be determined by
the vote of the holders of a majority of such voting shares as are
represented in person or by proxy, except when a greater proportion
is required by law or the Articles of Incorporation.

     At any meeting, whether a quorum is present or not, the holders
of a majority of the voting shares represented by shareholders
present in person or by proxy may adjourn from time to time and from
place to place without notice other than by announcement at the
meeting.  At any such adjourned meeting at which a quorum is present,
any business may be transacted which might be transacted at the
meeting as originally notified or held.

     Section 7.  Proxies.  Any shareholder of record who is entitled
to attend a shareholders' meeting, or to vote thereat or to assent or
give consents in writing, shall be entitled to be represented at such
meetings or to vote thereat or to assent or give consents in writing,
as the case may be, or to exercise any other of his rights, by proxy
or proxies appointed by a writing signed by such shareholder, which
need not be sealed, witnessed or acknowledged.



                                  2
<PAGE>
     A telegram, cablegram, wireless message or photogram appearing
to have been transmitted by a shareholder, or a photograph,
photostatic or equivalent reproduction of a writing appointing a
proxy or proxies shall be a sufficient writing.

     No appointment of a proxy shall be valid after the expiration of
eleven (11) months after it is made, unless the writing specifies the
date on which it is to expire or the length of time it is to continue
in force.

     Unless the writing appointing a proxy or proxies otherwise
provides:
     (1)  Each and every proxy shall have the power of substitution,
and when three (3) or more persons are appointed, a majority of them
or their respective substitutes may appoint a substitute or
substitutes to act for all;
     (2)  if more than one proxy is appointed, then (a) with respect
to voting or giving consents at a shareholders' meeting, a majority
of such proxies as attend the meeting, or if only one attends then
that one may exercise all the voting and consenting authority
thereat; and if an even number attend and a majority do not agree on
any particular issue, each proxy so attending shall be entitled to
exercise such authority with respect to an equal number of shares;
(b) with respect to exercising any other authority, a majority may
act for all;
     (3)  A writing appointing a proxy shall not be revoked by the
death or incapacity of the maker unless before the vote is taken or
the authority granted is otherwise exercised, written notice of such
death or incapacity is given to the corporation by the executor or
the administrator of the estate of such maker or by the fiduciary
having control of the shares in respect of which the proxy was
appointed;
     (4)  The presence of a shareholder at a meeting shall not
operate to revoke a writing appointing a proxy.  A shareholder,
without affecting any vote previously taken, may revoke such writing
not otherwise revoked by giving notice to the corporation in writing
or in open meeting.

     Section 8.  Voting.  At any meeting of shareholders, each
shareholder of the corporation shall, except as otherwise provided by
law or by the Articles of Incorporation or by these By-Laws be
entitled to one vote in person or by proxy for each share of the
corporation registered in his name on the books of the corporation
(1) on the date fixed by the Board of Directors as the record date of
ownership, or (2) if no such record date shall have been fixed, then
at the time of such meeting.











                                  3
<PAGE>
     Section 9.  Financial Reports. At the annual meeting of
shareholders, or the meeting held in lieu thereof, there shall be
laid before the shareholders a financial statement consisting of: 
(1) a balance sheet containing a summary of the assets, liabilities,
stated capital, and surplus (showing separately any capital surplus
arising from unrealized appreciation of assets, other capital
surplus, and earned surplus) of the corporation as of a date not more
than four (4) months before such meeting; if such meeting is an
adjourned meeting, said balance sheet may be as of a date not more
than four (4) months before the date of the meeting as originally
convened; and (2) a statement of profit and loss of surplus,
including a summary of profits, dividends paid, and other changes in
the surplus accounts of the corporation for the period commencing
with the date marking the end of the period for which the last
preceding statement of profit and loss under this section was made
and ending with the date of said balance sheet.

     An opinion signed by the Chairman of the Board of Directors, or
the President and the Treasurer or an Assistant Treasurer, or by a
public accountant or firm of public accountants, shall be appended to
such financial statement, stating that the financial statement
presents fairly the corporation's financial position and the results
of its operations in conformity with generally accepted accounting
principles applied on a basis consistent with that of the preceding
period, or such other opinion as in accordance with sound accounting
practice.

     Section 10.   Action Without Meeting.  Any action which may be
authorized or taken at any meeting of shareholders may be authorized
or taken without a meeting in a writing or writings signed by all of
the holders of shares who would be entitled to notice of a meeting of
the shareholders held for such purpose.  Such writing or writings
shall be filed with or entered upon the records of the corporation.


                             ARTICLE III

                              Directors

     Section 1.  Number of Directors.  The number of Directors of the
corporation shall be no less than five (5) and no more than
twenty-five (25).  The number of Directors to be elected shall be
fixed at the annual meeting of shareholders.

     In any year between annual meetings of shareholders, the Board
of Directors may by vote of a majority of the full Board choose to
increase the number of the members of the Board of Directors and
appoint Directors to fill the vacancies so created, but such an
increase in members of the Board of Directors shall not exceed the
creation of four (4) seats.







                                  4
<PAGE>
     Section 2.  Election and Term of Directors.  All Directors of
the corporation shall be elected as a group at the 1985 Annual
Shareholders' Meeting.  Directors elected at the 1985 Annual
Shareholders' Meeting will serve until the corporation's Annual
Shareholders' Meeting in 1986.  At the 1986 Annual Shareholders'
Meeting the Directors shall be divided into three classes:  Class I,
Class II, and Class III, Classes I and II being comprised of five (5)
members of the Board of Directors, and Class III being comprised of
four (4) members of the Board of Directors.  The term of office of
the initial Class I Directors shall expire at the annual meeting of
shareholders in 1987, the term of office of the initial Class II
Directors shall expire at the annual meeting of shareholders in 1988,
and the term of office of the initial Class III Directors shall
expire at the annual meeting of shareholders in 1989, or thereafter
in each case when their respective successors are elected and have
qualified.  At each annual election held after classification of
Directors, the Directors chosen to succeed those whose terms then
expire shall be identified as being of the same Class as the
Directors they succeed and shall be elected for a term expiring at
the third succeeding annual meeting or thereafter when their
respective successors in each case are elected and have qualified. 
If the number of Directors is changed, any increase or decrease in
Directors shall be apportioned among the Classes so as to maintain
all Classes as  nearly equal in number as possible, and any
additional Director to any Class shall hold office for a term which
shall coincide with the terms of such Class.  Upon the effectiveness
of this provision, the Board of Directors is authorized to take such
steps as are necessary to implement these provisions.

     Section 3.  Vacancies.  Vacancies in the Board of Directors,
including a vacancy resulting from an increase in the number of
directors, may be filled by the remaining members of the Board of
Directors, whether or not such remaining directors constitute a
quorum of the Board.  A vacancy that will occur at a specific later
date by reason of a resignation effective at a later date may be
filled before the vacancy occurs but the new director may not take
office until the vacancy occurs.

     Section 4.  Meetings of the Board.  A meeting of the Board of
Directors shall be held immediately following the adjournment of each
shareholder's meeting at which Directors are elected, and notice of
such meeting need not be given.

     The Board of Directors may, by By-Laws or resolution, provide
for other meetings of the Board.

     Special meetings of the Board of Directors may be held at any
time upon call of the Chairman of the Board of Directors, the
President, or 25% or greater of the members of the Board of
Directors.







                                  5
<PAGE>
     Notice of any special meeting of the Board of Directors shall be
mailed to each Director, addressed to him at his residence or usual
place of business, at least five (5) days before the date on which
the meeting is to be held, or shall be sent to him at such place by
telegraph, cable, radio or wireless, or be given personally or by
telephone, not later than the date before the day on which the
meeting is to be held.  Every such notice shall state the time and
place of the meeting but need not state the purposes thereof.  Notice
of any meeting of the Board need not be given to any director,
however, if waived by him in writing or by telegraph, cable, radio,
wireless, or telephonic communication whether before or after such
meeting is held, or if he shall be present at such meeting; and any
meeting of the Board shall be a legal meeting without any notice
thereof having been given, if all the Directors shall be present
thereat.

     Meetings of the Board shall be held at the principal office of
the corporation or at such other place, within or without the State
of Indiana, as the Board may determine from time to time and as may
be specified in the notice thereof.  Meetings of the Board of
Directors may also be held by the utilization of simultaneous
telephonic communications linking all directors present at such
meetings, and all such business conducted via such telephonic
communication shall be considered legally enforceable by the
corporation.

     Section 5.  Quorum.  A majority of the Board of Directors shall
constitute a quorum for the transaction of business, provided that
whenever less than a quorum is present at the time and place
appointed for any meeting of the Board, a majority of those present
may adjourn the meeting from time to time, without notice other than
by announcement at the meeting, until a quorum shall be present.

     Section 6.  Action Without Meeting.  Any action which may be
authorized or taken at a meeting of the Directors may be authorized
or taken without a meeting in a writing or writings signed by all the
Directors, which writing or writings shall be filed with or entered
upon the records of the corporation.

     Section 7.  Compensation.  The Directors, as such, shall not
receive any salary for their services, but by resolution of the
Board, a fixed sum and expenses of attendance, if any, may be allowed
for attendance at each regular or special meeting of the Board;
provided that nothing herein contained shall be construed to preclude
any director from serving the corporation in any other capacity and
receiving compensation therefor.  Members of the executive committee
or of any standing or special committee may by resolution of the
Board be allowed such compensation for their services as the Board
may deem reasonable, and additional compensation may be allowed to
Directors for special services rendered.

     Section 8.  Retirement.  Members of the Board of Directors shall
be required to retire from service on the Board of Directors at the
end of the month in which he or she reaches the age of 72 years.



                                  6
<PAGE>
     Section 9.  Nominations.  Nominations for the election of
Directors may be made by the Board of Directors or by any shareholder
entitled to vote in the election of Directors.  However, any
shareholder entitled to vote in the election of Directors at a
meeting may nominate a Director only if written notice of such
shareholder's intent to make such nomination or nominations has been
given, either by personal delivery or by United States mail, postage
prepaid, to the Secretary of the Corporation not later than (a) with
respect to an election to be held at an Annual Meeting of
Shareholders, ninety (90) days in advance of the date in the current
year, corresponding to the date of the previous year's annual meeting
at which Directors were elected, and (b) with respect to an election
to be held at a Special Meeting of Shareholders for the election of
Directors, the close of business on the seventh (7th) day following
the date on which notice of such meeting is first given to
shareholders.  Each such notice shall set forth (a) the name and
address of the shareholder who intends to make the nomination and of
the person or persons to be nominated, (b) a representation that the
shareholder is a holder of record of shares of the Corporation
entitled to vote at such meeting and intends to appear in person or
by proxy at the meeting to nominate the person or person specified in
the notice, (c) a description of all arrangements or understandings
between the shareholder and each nominee and any other person or
persons (naming such person or persons) pursuant to which the
nomination or nominations are to be made by the shareholder, (d) such
other information regarding each nominee proposed by such shareholder
as would be required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities and Exchange Commission
had the nominee been nominated, or intended to be nominated, by the
Board of Directors, and (e) the consent of each nominee to serve as a
Director of the Corporation if so elected.  The chairman of the
meeting may refuse to acknowledge the nomination of any person not
made in compliance with the foregoing procedure.


                             ARTICLE IV

                             Committees

     Section 1.  Committees.  The Board of Directors may by
resolution provide for such standing or special committees as it
deems desirable, and discontinue the same at pleasure.  Each such
committee shall have such powers and perform such duties, not
inconsistent with law, as may be delegated to it by the Board of
Directors.  Vacancies in such committees shall be filled by the Board
of Directors or as it may provide.

     Section 2.  Ex-Officio Member.  The Chief Executive Officer of
the Company shall be a member ex-officio, of all Committees appointed
by the Board of Directors, excepting the Audit Committee, Committees
that shall consist solely of outside directors, and such other
Committees as the Board of Directors may designate by resolution from
time to time.




                                  7
<PAGE>
                              ARTICLE V

                              Officers

     Section 1.  General Provisions.  The Board of Directors shall
elect a Chairman of the Board of Directors, a President, such number
of Vice Presidents as the Board may from time to time determine, a
Secretary, and a Treasurer.  The Board of Directors may from time to
time create such officers as it may determine.  The President and the
Chairman of the Board shall be, but the other officers need not be,
chosen from among the members of the Board of Directors.  Any two or
more of such offices, other than that of President and Vice
President, Secretary and Assistant Secretary, or Treasurer and
Assistant Treasurer, may be held by the same person, but no officer
shall execute, acknowledge or verify any instrument in more than one
capacity.

     Section 2.  Term of Office.  The officers of the corporation
shall hold office during the pleasure of the Board of Directors, and
unless sooner removed by the Board of Directors, until the
reorganization meeting of the Board of Directors following the date
of their election and until their successors are chosen and
qualified.

     The Board of Directors may remove any officer at any time, with
or without cause, by a majority vote.

     A vacancy in any office, however created, shall be filled by the
Board of Directors.


                             ARTICLE VI

                         Duties of Officers

     Section 1.  Chairman of the Board.  The Chairman of the Board
shall preside at all meetings of the shareholders and Board of
Directors and shall be a member ex officio of all committees
appointed by the Board of Directors.  The Chairman of the Board shall
serve as Chief Executive Officer and shall have such other powers and
duties as may be prescribed by the Board of Directors or prescribed
by the General Corporation Act.

     Section 2.  President.  The President shall be the Chief
Administrative Officer of the corporation, and in the absence of the
Chairman of the Board, he shall preside at meetings of the
shareholders and Board of Directors, and shall carry out the general
executive powers conferred upon the Chairman.  He shall have
authority to sign all certificates for shares and all deeds,
mortgages, bonds, contracts, notes and other instruments requiring
his signature, and shall have all the powers and duties prescribed by
the General Corporation Act and such others as the Board of Directors
may from time to time assign to him.  




                                  8
<PAGE>
     Section 3.  Vice Presidents.  The Vice Presidents shall perform
such duties as are conferred upon them by these By-Laws or as may
from time to time be assigned to them by the Board of Directors, the
Chairman of the Board or the President.  At the request of the
President, or in his absence or disability, the Vice President,
designated by the President (or in the absence of such designation,
the Vice President designated by the Board), shall perform all the
duties of the President, and when so acting, shall have all the
powers of the President.  The authority of Vice Presidents to sign in
the name of the corporation all certificates for shares and
authorized deeds, mortgages, bonds, contracts, notes and other
instruments, shall be coordinate with like authority of the
President.  Any one or more of the Vice Presidents may be designated
as an "Executive Vice President".

     Section 4. Secretary.  The Secretary shall keep minutes of all
the proceedings of the shareholders and Board of Directors, and shall
make proper record of the same, which shall be attested by him; sign
all certificates for shares, and all deeds, mortgages, bonds,
contracts, notes and other instruments executed by the corporation
requiring his signature; give notice of meetings of shareholders and
Directors; produce on request at each meeting of shareholders for the
election of Directors a certified list of shareholders arranged in
alphabetical order; keep such books as may be required by the Board
of Directors, and file all reports to States, to the Federal
Government, and to foreign countries; and perform such other and
further duties as may from time to time be assigned to him by the
Board of Directors, the Chairman of the Board or by the President.

     Section 5.  Treasurer.  The Treasurer shall have general
supervision of all finances; he shall receive and have in charge all
money, bills, notes, deeds, leases, mortgages and similar property
belonging to the corporation, and shall do with the same as may from
time to time be required by the Board of Directors. He shall cause to
be kept adequate and correct accounts of the business transactions of
the corporation, including accounts of its assets, liabilities,
receipts, disbursements, gains, losses, stated capital, and shares,
together with such other accounts as may be required, and, upon the
expiration of his term of office, shall turn over to his successor or
to the Board of Directors all property, books, papers and money of
the corporation in his hands; and he shall perform such other duties
as from time to time may be assigned to him by the Board of
Directors.

     Section 6.  Assistant and Subordinate Officers.  The Board of
Directors may appoint such assistant and subordinate officers as it
may deem desirable.  Each such officer shall hold office during the
pleasure of the Board of Directors, and perform such duties as the
Board of Directors may prescribe.

      The Board of Directors may, from time to time, authorize any
officer to appoint and remove assistant and subordinate officers, to
prescribe their authority and duties, and to fix their compensation.




                                  9
<PAGE>
     Section 7.  Duties of Officers may be Delegated.  In the absence
of any officer of the corporation, or for any other reason the Board
of Directors may deem sufficient, the Board of Directors may
delegate, for the time being, the powers or duties, or any of them,
of such officer to any other officer, or to any Director.


                             ARTICLE VII

                    Stock and Stock Certificates

     Section 1.  Stock Certificates.  Issued shares of the
corporation may be represented by certificates or be uncertificated
as determined from time to time by the Board of Directors. 
Certificates for shares shall be in such form as shall be approved by
the Board of Directors.  Such certificates shall be signed by the
Chairman of the Board of Directors or the President or a Vice
President or by the Secretary or an Assistant Secretary or the
Treasurer or an Assistant Treasurer of the corporation, which
certificates shall certify the number and class of shares held by the
shareholder in the corporation, but no certificate for shares  shall
be delivered until such shares are fully paid.  When such certificate
is countersigned by an incorporated transfer agent or registrar, the
signature of any of said officers of the corporation may be
facsimile, engraved, stamped or printed.  Although any officer of the
corporation whose manual or facsimile signature is affixed to a share
certificate shall cease to be such officer before the certificate is
delivered, such certificate, nevertheless, shall be effective in all
respects when delivered.

     Such certificate for shares shall be transferable in person or
by attorney, but, except as hereinafter provided in the case of lost,
mutilated or destroyed certificates, no transfer of shares shall be
entered upon the records of the corporation until the previous
certificate, if any, given for the same shall have been surrendered
and cancelled.

     Section 2.  Replacement of Lost, Destroyed, and Stolen
Certificates.

          (a)  Where the holder of a share certificate claims
     that the certificate has been lost, destroyed or wrongfully
     taken, the corporation shall issue a new certificate in
     place of the original certificate if the owner so requests
     before the corporation has notice that the share has been
     acquired by a bona fide purchaser; and if the owner files
     with the corporation a sufficient indemnity bond; and if
     the owner satisfies any other reasonable requirements
     imposed by the Board of Directors.








                                 10
<PAGE>
          (b)  Transfer of Certificated Shares Before
     Replacement.  When a share certificate has been lost,
     apparently destroyed or wrongfully taken and the owner
     fails to notify the corporation of the fact within a
     reasonable time after he has notice of it, and the
     corporation registers a transfer of the share represented
     by the security before receiving such a notification, the
     owner is precluded from asserting against the corporation
     any claim for registering the transfer or any claim to a
     new security.

          (c)  Transfer of Certificated Shares After
     Replacement.  If, after the issue of a new certificate as a
     replacement for a lost, destroyed or wrongfully taken
     certificate, a bona fide purchaser of the original
     certificate presents it for registration of transfer, the
     corporation must register the transfer unless registration
     would result in over-issue.  In addition to any rights on
     the indemnity bond, the corporation may recover the new
     share certificate from the person to whom it was issued or
     any person taking under him except a bona fide purchaser. 

     Section 3.  Uncertificated Shares.

          (a)  With regard to uncertificated shares, within a
     reasonable time after shares are purchased, a written
     statement shall be given by the corporation stating the
     name of the person to whom issued, the number of shares
     purchased, and the total number of shares being held
     uncertificated.

          (b)  Upon receipt of a transfer instruction originated
     by the registered owner or other appropriate person, the
     uncertificated stock shall be cancelled and an equivalent
     certificated evidence of ownership of such shares of stock
     shall be issued.  All transfers of uncertificated shares of
     stock on the transfer books of the corporation shall be in
     accordance with the provisions of IC 26-1-8 as it pertains
     to uncertificated securities.

          (c)  The transfer instruction shall be an order to the
     corporation requesting the transfer of the uncertificated
     shares of stock and must include the name and address of
     the Transferee, the number of shares to be transferred and
     the social security number or federal taxpayer
     identification number of the Transferee.

     Section 4.  Registered Stockholders.  A person in whose name
shares are of record on the books of the corporation shall
conclusively be deemed the qualified owner thereof for all purposes
and to have capacity to exercise all rights of ownership.  Neither
the corporation nor any transfer agent of the corporation shall be
bound to recognize any equitable interest in or claim to such shares
on the part of any other person, whether disclosed upon such
certificate or otherwise, nor shall they be obliged to see to the
execution of any trust or obligation.

                                 11
<PAGE>
                            ARTICLE VIII

                             Fiscal Year

     The fiscal year of the corporation shall end on the 31st day of
December in each year, or on such other day as may be fixed from time
to time by the Board of Directors.


                             ARTICLE IX

                                Seal

     The Board of Directors may, in its discretion, provide a
suitable seal containing the name of the corporation.  If deemed
advisable by the Board of Directors, duplicate seals may be provided
and kept for the purposes of the corporation.


                              ARTICLE X

                             Amendments

     These By-Laws may be amended, altered or repealed, at any
regular meeting of the Board of Directors, by a vote of a majority of
the full Board of Directors.































                                 12
<PAGE>