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

                                 FORM 10-Q

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
     OF THE SECURITIES EXCHANGE ACT OF 1934

     For the quarterly period ended September 30, 1998.

                                    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.)

   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 

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 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 the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.

     CLASS                    OUTSTANDING AT November 6, 1998
(Common stock)                          14,843,793









<PAGE>
                      NATIONAL CITY BANCSHARES, INC.


                                   INDEX

                                                            PAGE NO.
                      PART I - FINANCIAL INFORMATION

Item 1.  Unaudited Financial Statements

           Condensed consolidated statements of financial
             position-September 30, 1998, December 31, 1997,
             and September 30, 1997                                    1

           Condensed consolidated statements of income-
             three months and nine months ended
             September 30, 1998 and 1997                               2

           Condensed consolidated statements of cash flows-
             nine months ended September 30, 1998 and 1997             3

           Notes to condensed consolidated financial
             statements                                                5

Item 2.  Management's Discussion and Analysis of Financial
           Condition and Results of Operations                        12

Item 3.  Quantitative and Qualitative Disclosures
           about Market Risk                                          20


                        PART II - OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K                             21


                                SIGNATURES                            21


<PAGE>
                      PART I - FINANCIAL INFORMATION

ITEM 1.  Unaudited Financial Statements

                NATIONAL CITY BANCSHARES, INC. and Subsidiaries
       Unaudited Condensed Consolidated Statements of Financial Position
              (Dollar Amounts Other Than Share Data in Thousands)
<TABLE>
<CAPTION>
                                             September   December  September
                                                    30         31         30
                                                  1998       1997       1997
----------------------------------------------------------------------------
<S>         <C>        <C>        <C>       <C>        <C>        <C> 
ASSETS
Cash and cash equivalents                   $   50,270 $   47,636 $   44,746
Time deposits in banks                           1,749      3,269      4,499
Federal funds sold                                  64     13,939     15,279
Securities available for sale                  322,790    342,726    348,362  
Nonmarketable equity securities                 15,286     13,854     12,923
Loans                                        1,343,051  1,121,395  1,105,194
Less:  Allowance for loan losses               (13,201)   (10,625)   (10,635)
----------------------------------------------------------------------------
  Loans-net                                  1,329,850  1,110,770  1,094,559
Premises and equipment, net                     41,791     35,404     34,527
Intangible assets                               41,066     22,073     22,039
Other assets                                    30,770     23,745     24,600
---------------------------------------------------------------------------- 
TOTAL ASSETS                                $1,833,636 $1,613,416 $1,601,534
----------------------------------------------------------------------------
----------------------------------------------------------------------------

LIABILITIES
Deposits:
  Noninterest-bearing demand                $  190,813 $  166,372 $  174,605
  Interest-bearing savings and time          1,208,005  1,059,751  1,050,545
----------------------------------------------------------------------------
    Total deposits                           1,398,818  1,226,123  1,225,150
Short-term borrowings                           63,483     77,241     75,868
Other borrowings                               121,497    112,537    104,795  
Guaranteed preferred beneficial interests
 in the Corporation's subordinated debenture    34,500          -          -
Dividends payable                                2,435      1,931      1,815
Deferred income taxes                            5,331      4,751      3,244
Other liabilities                               16,202     11,402     13,439
----------------------------------------------------------------------------
  Total liabilities                          1,642,266  1,433,985  1,424,311
----------------------------------------------------------------------------

SHAREHOLDERS' EQUITY
Preferred stock-1,000,000 shares authorized
  None outstanding
Common stock                                    13,528     13,454     13,047
               9/30/98   12/31/97    9/30/97
            ---------- ---------- ----------
Authorized  29,000,000 20,000,000 20,000,000
Outstanding 13,527,870 13,453,911 13,046,952
Capital surplus                                 84,441     83,295     75,964
Retained earnings                               88,277     78,550     85,346
Accumulated other comprehensive income           5,124      4,132      2,866
----------------------------------------------------------------------------
  Total shareholders' equity                   191,370    179,431    177,223
----------------------------------------------------------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY  $1,833,636 $1,613,416 $1,601,534
----------------------------------------------------------------------------
----------------------------------------------------------------------------

</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.

                                       1
<PAGE>
                NATIONAL CITY BANCSHARES, INC. and Subsidiaries
             Unaudited Condensed Consolidated Statements of Income
              (Dollar Amounts Other Than Share Data in Thousands)
<TABLE>
<CAPTION>
                                         Three Months           Nine Months 
                                            Ended                  Ended
                                         September 30           September 30  
------------------------------------------------------------------------------
                                         1998       1997      1998        1997
<S>                                   <C>        <C>        <C>        <C>
INTEREST INCOME
Interest and fees on loans            $30,620    $25,274    $87,984    $72,418
Interest and dividends on securities    4,776      5,344     15,535     16,097
Interest on federal funds sold             59        267        373        612
Interest on other investments              23         59        134        167
------------------------------------------------------------------------------
  Total interest income                35,478     30,944    104,026     89,294
------------------------------------------------------------------------------
INTEREST EXPENSE
Interest on deposits                   13,591     11,653     39,399     33,528
Interest on funds borrowed              3,227      2,517     10,089      6,602
------------------------------------------------------------------------------
 Total interest expense                16,818     14,170     49,488     40,130
------------------------------------------------------------------------------
NET INTEREST INCOME                    18,660     16,774     54,538     49,164
Provision for loan losses                 694        757      2,571      1,527  
------------------------------------------------------------------------------
 Net interest income after 
  provision for loan losses            17,966     16,017     51,967     47,637
------------------------------------------------------------------------------
NONINTEREST INCOME
Trust income                              556        483      1,576      1,280
Service charges on deposit accounts     1,723      1,394      4,866      4,009
Securities gains                           70         64      1,130        691 
Other                                   1,274      1,180      3,893      3,110
------------------------------------------------------------------------------
 Total noninterest income               3,623      3,121     11,465      9,090
------------------------------------------------------------------------------
NONINTEREST EXPENSE
Salaries and employee benefits          7,539      5,926     20,098     17,345
Premises and equipment                  1,939      1,469      5,284      4,180
Other                                   5,757      3,097     13,761      9,083
------------------------------------------------------------------------------
 Total noninterest expense             15,235     10,492     39,143     30,608
------------------------------------------------------------------------------
 Income before income taxes             6,354      8,646     24,289     26,119
Income taxes                            1,964      2,668      7,400      7,996
------------------------------------------------------------------------------
NET INCOME                              4,390      5,978     16,889     18,123
Other comprehensive income, net of
 income taxes: 
 Unrealized gain (loss) arising  
  in period                             1,942      1,563      1,664      3,267 
 Reclassification for realized 
  amount                                  (42)       (38)      (672)      (411)
-------------------------------------------------------------------------------
 Net unrealized gain (loss) recognized 
  in other comprehensive income         1,900      1,525        992      2,856 
COMPREHENSIVE INCOME                  $ 6,290    $ 7,503    $17,881    $20,979

------------------------------------------------------------------------------
------------------------------------------------------------------------------

Earnings per share:
  Basic                                 $.032      $0.45      $1.28      $1.35
  Diluted                               $.032      $0.44      $1.27      $1.34
Weighted average shares outstanding:
  Basic                            13,514,251 13,373,479 13,199,806 13,375,509
  Diluted                          13,630,979 13,512,804 13,337,199 13,503,342

</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.

                                       2
<PAGE>
               NATIONAL CITY BANCSHARES, INC. and Subsidiaries
          Unaudited Condensed Consolidated Statements of Cash Flows
                       (Dollars Amounts in Thousands)
<TABLE>
<CAPTION>
                                                              Nine Months
                                                                 Ended
                                                              September 30  
----------------------------------------------------------------------------
                                                             1998       1997
----------------------------------------------------------------------------
<S>                                                      <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES                     $ 20,190   $ 23,259
----------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Net (increase) decrease in interest-bearing time
  deposits in banks                                        1,520      1,193
Proceeds from matured securities held to maturity              -     16,524 
Proceeds from matured securities available for sale       76,685     47,193
Proceeds from sales of securities held to maturity             -      3,509
Proceeds from sales of securities available for sale      37,286     19,821
Proceeds from sales of nonmarketable equity securities         -        803
Purchases of securities held to maturity                       -    (31,942)
Purchases of securities available for sale               (52,968)   (38,727)
Purchases of nonmarketable equity securities                (661)    (4,985)
(Increase) decrease in federal funds sold                 21,955     (5,430)
(Increase) decrease in loans made to customers          (115,471)   (44,595)
Capital expenditures                                      (5,988)    (9,282)
Proceeds from sale of premises and equipment                  94      1,997
Proceeds from sale of other real estate owned                350        312
Purchase of subsidiary, net of cash and cash
  equivalents acquired                                    36,952     (5,191) 
---------------------------------------------------------------------------
 Net cash flows provided by (used in)
    investing activities                                    (246)   (48,800)
---------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in deposits                     $(20,439)  $ (3,034)
Net increase (decrease) in short-term borrowings         (24,270)     7,712 
Proceeds from other borrowings                            78,634    125,876
Payments on other borrowings                             (80,776)   (95,056)
Trust preferred securities                                34,500          -
Dividends paid                                            (6,178)    (5,650)
Repurchase of common stock                                    (8)   (13,322)
Sale of common stock                                       1,227      1,310
Proceeds from exercise of stock options                        -        534
---------------------------------------------------------------------------
  Net cash flows provided by (used in)
    financing activities                                 (17,310)    18,370 
---------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents       2,634     (7,171)
Cash and cash equivalents at beginning of period          47,636     51,917
---------------------------------------------------------------------------
Cash and cash equivalents at end of period              $ 50,270   $ 44,746
---------------------------------------------------------------------------
---------------------------------------------------------------------------

</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.

                                      3
<PAGE>
               NATIONAL CITY BANCSHARES, INC. and Subsidiaries
    Unaudited Condensed Consolidated Statements of Cash Flows (Continued)
                       (Dollars Amounts in Thousands)
<TABLE>
<CAPTION>
                                                              Nine Months
                                                                 Ended
                                                             September 30   
----------------------------------------------------------------------------
                                                              1998      1997
----------------------------------------------------------------------------
<S>                                                     <C>         <C>
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING
  AND FINANCIAL ACTIVITIES
Change in allowance for unrealized gain
  (loss) on securities available for sale               $  1,544    $ 4,631 
Increase (decrease) in deferred taxes 
  attributable to securities available for sale              552      1,775 
Other real estate acquired in settlement of loans            175        392

Purchase of subsidiaries and branches:
 Purchase price                                         $(32,354)  $  6,797
---------------------------------------------------------------------------
---------------------------------------------------------------------------
 Assets acquired:
  Cash and cash equivalents                                4,598      1,606
  Securities                                              39,223     17,460
  Federal funds sold                                       8,080      3,100
  Loans                                                  106,536     59,300
  Premises and equipment                                   2,856        930
  Other assets                                            23,700     12,882
 Liabilities assumed:  
  Deposits                                              (193,386)   (67,411)
  Short-term borrowings                                  (10,510)      (200)
  Other borrowings                                       (11,100)    (4,127)
  Deferred taxes payable                                     (71)         - 
  Other liabilities                                       (2,280)      (794)
  Common stock issued                                          -    (15,949)
---------------------------------------------------------------------------
                                                        $(32,354)  $  6,797
---------------------------------------------------------------------------
---------------------------------------------------------------------------

</TABLE>


The accompanying notes are an integral part of the consolidated financial
statements.

                                      4
<PAGE>
            NATIONAL CITY BANCSHARES, INC. and Subsidiaries

UNAUDITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1

The accompanying unaudited condensed consolidated financial statements
include the accounts of National City Bancshares, Inc. and its
subsidiaries (collectively, the "Corporation").  At September 30,
1998, the Corporation had as subsidiaries, fifteen commercial banks,
one savings bank, a leasing corporation, a property management
company, and a Delaware statutory business trust.  All significant
intercompany transactions are eliminated in consolidation.

The financial statements have been prepared pursuant to the rules and
regulations of the Securities and Exchange Commission ("SEC").  While
the financial statements are unaudited, they do reflect all
adjustments which, in the opinion of management, are necessary for a
fair statement of the financial position, the results of operations,
and cash flow for the interim periods.  All such adjustments are of a
normal recurring nature.  Pursuant to SEC rules, certain information
and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles
have been condensed or omitted from these financial statements unless
significant changes have taken place since the end of the most recent
fiscal year.  The accompanying financial statements and notes thereto
should be read in conjunction with the Corporation's supplemental
consolidated financial statements and notes for the year ended
December 31, 1997 included in the Corporation's Supplemental
Consolidated Financial Statements filed on Form 8-K with the SEC, on
October 9, 1998.

Because the results from commercial banking operations are so closely
related and responsive to changes in economic conditions, the results
for any interim period are not necessarily indicative of the results
that can be expected for the entire year.

On June 15, 1998, the FASB issued FAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities."  FAS 133 established a
new model for accounting for derivatives and hedging activities and
supersedes and amends a number of existing standards.  FAS 133 is
effective for fiscal years beginning after June 15, 1999, but earlier
application is permitted as of the beginning of any fiscal quarter
subsequent to June 15, 1998.  Upon the statement's initial
application, all derivatives are required to be recognized in the
statement of financial position as either assets or liabilities and
measured at fair value.  In addition, all hedging relationships must
be designated, reassessed and documented pursuant to the provisions of
FAS 133.  Adoption of FAS 133 is not expected to have a material
financial statement impact on the Corporation's financial position or
operating results.

                                   5
<PAGE>
In October, 1998, the FASB issued SFAS No. 134, "Accounting for
Mortgage-Backed Securities Retained after the Securitization of
Mortgage Loans Held for Sale by a Banking Enterprise".  SFAS No. 134
amends SFAS 65 and SFAS 115.  SFAS No. 134 is effective for the first
fiscal quarter beginning after December 15, 1998.  Adoption of SFAS
No. 133 is not expected to have a material financial statement impact
on the Corporation's financial position or operating results.


NOTE 2

The Corporation and its subsidiaries are parties to legal actions
which arise in the normal course of their business activities.  In the
opinion of management, the ultimate resolution of these matters is not
expected to have a materially adverse effect on the financial position
or on the results of operations of the Corporation and its
subsidiaries.

In the normal course of business, there are outstanding various other
commitments and contingent liabilities which are not reflected in the
accompanying financial statements.  The Corporation uses the same
credit policies in making commitments and conditional obligations as
it does for other instruments.

<TABLE>
<CAPTION>
                                           9/30/98       12/31/97  
   ---------------------------------------------------------------
   <S>                                 <C>            <C>
   Standby letters of credit           $ 17,114,000   $ 14,217,000
   Commitments to extend credit        $248,390,000   $178,264,000

</TABLE>

NOTE 3

A five percent stock dividend was paid December 8, 1997 to
shareholders of record November 24, 1997.  All weighted average shares
and per share data presented herein have been restated for the effects
of this stock dividend.


NOTE 4

On March 30, 1998, NCBE Capital Trust I ("the Trust"), a Delaware
statutory business trust created by the Corporation, issued $34.5
million of 8.25% Cumulative Trust Preferred Securities ("Securities")
which will mature on March 31, 2028 subject to extension or earlier
redemption in certain events.  The principal asset of the Trust is a
$35.6 million subordinated debenture of the Corporation.  The
subordinated debenture bears interest at the rate of 8.25% and matures
on March 31, 2028 subject to extension or earlier redemption in
certain events.  The Corporation owns all of the common securities of
the Trust.


                                   6
<PAGE>
The Securities, the assets of the Trust, and the common securities
issued by the Trust are redeemable in whole or in part on or after
March 31, 2003, or at any time in whole, but not in part, from the
date of issuance upon the occurrence of certain events.  The
Securities are included in Tier I capital for regulatory capital
adequacy determination purposes, subject to certain limitations. 

The obligations of the Corporation with respect to the issuance of the
Securities constitute a full and unconditional guarantee by the
Corporation of the Trust's obligation with respect to the Securities.

Subject to certain exceptions and limitations, the Corporation may,
from time to time, defer subordinated debenture interest payments,
which would result in a deferral of distribution payments on the
related Securities and, with certain exceptions, prevent the
Corporation from declaring or paying cash distributions on the
Corporation's common stock or debt securities that rank pari passu or
junior to the subordinated debenture.


NOTE 5

As of January 1, 1998, the Corporation adopted Statement 130,
Reporting Comprehensive Income.  Statement 130 established new rules
for the reporting and display of comprehensive income and its
components; however, the adoption of this Statement had no impact on
the Corporation's net income or shareholders' equity.  Statement 130
requires unrealized gains or losses on the Corporation's available-
for-sale securities, which prior to adoption were reported separately
in shareholders' equity, to be included in other comprehensive income. 
Prior year financial statements have been reclassified to conform to
the requirements of Statement 130.

In February, 1998, the Financial Accounting Standards Board ("FASB")
issued SFAS No. 132, "Employers' Disclosures about Pensions and Other
Postretirement Benefits".  SFAS No. 132 standardizes the disclosure
requirements for pensions and other postretirement benefits.  This
statement is effective for financial statements for periods beginning
after December 15, 1997.  The Corporation adopted the appropriate
provisions of the statements at January 1, 1998.  The adoption of the
statement will not have a material effect on the Corporation's
financial position or operating results.


NOTE 6

On March 1, 1997, the Corporation acquired First Federal Savings Bank
of Leitchfield, a $43 million savings bank located in Leitchfield,
Kentucky.  This acquisition was accounted for as a purchase, and the
results of operations of First Federal Savings Bank of Leitchfield
since the acquisition have been included in the financial statements.
The excess of the acquisition cost over the fair value of net assets
acquired in the amount of $2,807,000 is being amortized over 25 years
using the straight-line method.

                                   7
<PAGE>
On August 1, 1997, the Corporation issued 374,986 shares of common
stock for all of the common stock of Bridgeport Bancorp, Inc., the
parent company of First National Bank of Bridgeport with total assets
of $39,382,000.  This acquisition was accounted for as a purchase. 
Accordingly, the results of operations of the acquired entity since
the acquisition have been included in the financial statements.  The
excess of the acquisition cost over fair value of net assets acquired
in the amount of $9,377,000 is being amortized over 25 years using the
straight-line method.

On December 31, 1997, the Corporation issued 794,994 shares of common
stock for all of the common stock of Fourth First Bancorp, the parent
company of First Bank of Huntingburg, Huntingburg, Indiana, with total
assets of $108,077,000 and total equity of $12,917,000.  This
acquisition was accounted for as a pooling of interests.  Accordingly,
the Corporation's financial statements have been retroactively
restated to include the accounts and operations of Fourth First
Bancorp for all periods presented.  Certain reclassifications have
been made to Fourth First Bancorp's historical financial statements to
conform to the Corporation's presentation.  

On January 8, 1998, the Corporation's subsidiary, First Kentucky Bank,
purchased the former Mayfield, Kentucky, Branch Office of Republic
Bank & Trust Company.  First Kentucky assumed $65,639,000 in deposit
liabilities in consideration of a deposit premium of $4,521,000, and
acquired assets and assumed other liabilities of $1,264,000.  First
Kentucky also purchased the office facility and certain loans of the
Branch.

On March 6, 1998, the Corporation acquired Vernois Bancshares, Inc. in
a cash transaction for $27,500,000.  Vernois Bancshares, Inc. was the
parent company of Bank of Illinois in Mt. Vernon, with total assets of
$179,156,000.  This acquisition was accounted for as a purchase. 
Accordingly, the results of operations of the acquired entity since
the acquisition have been included in the financial statements.  The
excess of the acquisition cost over fair value of net assets acquired
in the amount of $16,551,000 is being amortized over 25 years using
the straight-line method.

On May 29, 1998, the Corporation issued 572,737 shares of common stock
for all of the common stock of Illinois One Bancorp., Inc. ("IOBI"),
the holding company for Illinois One Bank, National Association
("IOB"), a national banking association with offices in Shawneetown,
Elizabethtown, and Golconda, Illinois.  As of May 31, 1998, IOB had
total assets of $86.1 million and total shareholders' equity of $11.1
million.  This acquisition was accounted for as a pooling of
interests.  Accordingly, the Corporation's financial statements have
been retroactively restated to include the accounts and operations of
IOBI for all periods presented.  Certain reclassifications have been
made to IOBI's historical financial statements to conform to the
Corporation's presentation.  

                                   8
<PAGE>
On August 31, 1998, the Corporation issued 736,278 shares of common
stock for all of the common stock of Trigg Bancorp Inc., the parent
company of Trigg County Farmers Bank, Cadiz, Kentucky.  As of August
31, 1998, Trigg County Farmers Bank had assets of $95.0 million and
equity of $8.9 million.  This acquisition was accounted for as a
pooling of interests.  Accordingly, the Corporation's financial
statements have been retroactively restated to include the accounts
and operations of Trigg Bancorp for all periods presented.  Certain
reclassifications have been made to Trigg Bancorp's historical
financial statements to conform to the Corporations's presentation.

On August 31, 1998, the Corporation issued 1,432,202 shares of common
stock for all of the common stock of Community First Financial, Inc.,
the parent company of Community First Bank, N.A., Maysville, Kentucky
and Community First bank of Kentucky, Warsaw, Kentucky.  As of August
31, 1998, the two banks had assets of $134.8 million and equity of
$13.4 million.  This acquisition was accounted for as a pooling of
interests.  Accordingly, the Corporation's financial statements have
been retroactively restated to include the accounts and operations of
Community First.  Certain reclassifications have been made to
Community First's historical financial statements to conform to the
Corporation's presentation. 

On October 1, 1998, the Corporation issued 289,134 shares of its
common stock for all of the common stock of 1st Bancorp Vienna, Inc.
("Bancorp"), the holding company for First State Bank of Vienna
("FSBV"), an Illinois banking corporation with a single office in
Vienna, Illinois.  As of September 30, 1998, FSBV had total assets of
$38.2 million and total shareholders' equity of $5.1 million.  The
acquisition is expected to qualify for the pooling of interests method
of accounting.  

On October 31, 1998, the Corporation issued 190,000 shares of its
common stock for all of the common stock of Commonwealth Commercial
Corp. ("CCC"), the holding company for Bank of Crittenden ("BC"), a
Kentucky banking corporation with a single office in Crittenden,
Kentucky.  As of September 30, 1998, BC had total assets of $23.0
million and total shareholders' equity of $2.7 million.  The
acquisition is expected to qualify for the pooling of interests method
of accounting.

On October 31, 1998, the Corporation issued 102,648 shares of its
common stock for all of the common stock of Downstate Banking Co.
("DBC"), the holding company for Downstate National Bank ("DNB"),
which has one office in Brookport, Illinois.  As of September 30, 1998
DNB had total assets of $21.6 million and total shareholders' equity
of $1.9 million.  The acquisition is expected to qualify for the
pooling of interests method of accounting.  

                                   9
<PAGE>
On October 31, 1998, the Corporation issued 729,936 shares of its
common stock for all of the common stock of Hoosier Hills Financial
Corporation ("HHFC"), the holding company for The Ripley County Bank
("RCB"), an Indiana banking corporation, which has offices in Milan,
Osgood, and Versailles, Indiana.  As of September 30, 1998, RCB had
total assets of $117.1 million and total shareholders' equity of $10.3
million.  The acquisition is expected to qualify for the pooling of
interests method of accounting.  


NOTE 7
The Corporation is a party to an Agreement and Plan of Reorganization
dated May 22, 1998, with Princeton Federal Bank, fsb ("PFB"), a
federal savings bank with a single office in Princeton, Kentucky.  The
agreement relates to the acquisition of PFB in a transaction in which
PFB would merge with an interim subsidiary of the Corporation, and
approximately 212,600 shares of the Corporation's common stock would
be issued.  As of September 30, 1998, PFB had total assets of $31.9
million and total shareholders' equity of $4.6 million.  The
acquisition is subject to the approval of shareholders of PFB.  The
acquisition is expected to qualify for the pooling of interests method
of accounting.  The parties expect to close the merger in the fourth
quarter of 1998.

The Corporation is a party to an Agreement and Plan of Merger dated
July 14, 1998, with Progressive Bancshares, Inc. ("PBI"), the holding
company for The Progressive Bank, National Association ("TPB"), which
has four offices in Lexington, Lawrenceburg, and Owingsville,
Kentucky.  The agreement relates to the acquisition of PBI in a merger
transaction in which approximately 975,700 shares of the Corporation's
common stock would be issued.  As of September 30, 1998, TPB had total
assets of $144.0 million and total shareholders' equity of $10.7
million.  The acquisition is subject to the approval of the
shareholders of PBI.  The acquisition is expected to qualify for the
pooling of interests method of accounting.  The parties expect to
close the merger in the fourth quarter of 1998.


                                  10
<PAGE>
NOTE 8

The calculation of net earnings per share as of September 30 is
summarized as follows:

<TABLE>
<CAPTION>
                                      Quarter to Date        Year to Date     
------------------------------------------------------------------------------
                                      1998       1997       1998       1997   
------------------------------------------------------------------------------
<S>                           <C>         <C>         <C>          <C>
Net income                    $4,390,000  $5,978,000  $16,889,000  $18,123,000 
------------------------------------------------------------------------------
------------------------------------------------------------------------------

Basic earnings per share
------------------------
Weighted average shares 
  outstanding                 13,514,251  13,373,479   13,199,806   13,375,590
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Basic earnings per share           $0.32       $0.45        $1.28        $1.35
------------------------------------------------------------------------------
------------------------------------------------------------------------------

Diluted earnings per share
--------------------------
Weighted average shares 
  outstanding                 13,514,251  13,373,479   13,199,806   13,375,590
Common stock equivalents 
  due to stock options           116,728     139,325      137,393      127,833
------------------------------------------------------------------------------
Adjusted shares outstanding   11,630,979  13,512,804   13,337,199   13,503,342
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Diluted earnings per share         $0.32       $0.44        $1.27        $1.34
------------------------------------------------------------------------------
------------------------------------------------------------------------------

</TABLE>


                                      11
<PAGE>
Item 2.  Management's Discussion and Analysis of Financial Condition
           and Results of Operations


INTRODUCTION

"Forward-looking statements" as defined in the Private Securities
Litigation Reform Act of 1995 may be included in this report.  A
variety of factors could cause the Corporation's actual results to
differ from those expected at the time of this report including
general and local economic conditions, interest rate changes, risks
associated with acquisitions, credit risks, regulatory risks,
competition, and year 2000 compliance risks.

The Corporation continues to grow rapidly by acquiring community
banks.  The financial results of the acquisition can best be assessed
from the Corporation's financial statements on a quarterly, as-
reported basis.  After each acquisition accounted for as a pooling of
interests (other than transactions accounted for as immaterial
poolings), the Corporation's financial statements are restated to
include the results of the acquiree.  From January 1, 1997 through
September 30, 1998, the Corporation acquired assets of $422,631,000
(measured at the time of each acquisition) in four transactions
accounted for as poolings of interests.

From January 1, 1997 through September 30, 1998, the Corporation has
also acquired $326,750,000 (measured at the time of each acquisition)
in assets through transactions accounted for as purchases.  Financial
statements are not restated following a transaction accounted for as a
purchase; instead, the Corporation's financial statements include the
results of each acquired entity following acquisition.  Transactions
accounted for as purchases typically result in the Corporation's
recording intangible assets, including goodwill, which the Corporation
amortizes on a straight-line basis.  The Corporation has recorded
$31,743,000 (measured at the time of each acquisition) in intangible
assets as the direct result of purchases consummated between January
1, 1997 and September 30, 1998.  Note 6 to the condensed consolidated
financial statements contains information regarding the acquisitions
completed since January 1, 1997. 

Management expects to evaluate acquisition opportunities as they
arise.  Note 7 to the condensed consolidated financial statement
contains information regarding pending acquisitions.  However,
management expects the pace of acquisition activity will decline and
the Corporation will devote significant resources in integrating
recently acquired institutions.

                                  12
<PAGE>
NET INCOME

Net income for the quarter ended September 30, 1998 was $4,390,000
compared to $5,978,000 for the third quarter of 1997, reflecting a
$1,588,000 or 26.6% decrease.  Basic earnings per share for the third
quarter of 1998 was $0.32 compared to $0.45, on a diluted basis third
quarter earnings per share were $0.32 and $0.44 for 1998 and 1997,
respectively.  Net income for the first nine months of 1998 was
$16,889,000, down $1,234,000, or 6.8% from the $18,123,000 attained in
the same period of 1998.  Basic earnings per share for the nine months
ended September 30, was $1.28 for 1998 and $1.35 for 1997.  Basic
weighted average shares outstanding was 13,514,251 and 13,199,806 for
the three and nine months, respectively, ended September 30, 1998,
compared to 13,373,479 and 13,375,509 during the same periods of the
prior year.  The weighted average shares outstanding, assuming
dilution, was 13,630,979 and 13,337,199 for the three and nine months,
respectively, ended September 30, 1998 and 13,512,804 and 13,503,342
during the same periods in the prior year.  

The decrease in net income and related earnings per share was,
primarily, the result of expenses associated with acquisition
activities and consolidation of certain operational functions among
the Corporation's subsidiaries, primarily accounting, deposit
processing, and loan processing.  For the quarter ended September 30,
1998, the Corporation incurred after tax charges of $742,000 related
to acquisition activities and $1,096,000 related to operational
consolidation.  On a year-to-date basis, the Corporation incurred
after tax charges related to acquisition of $1,067,000 related to
acquisition activities and $1,096,000 related to operational
consolidations.


NET INTEREST INCOME

Net interest income, on a taxable equivalent basis, for the quarter
ended September 30, 1998 $20,137,000, reflecting an increase of
$2,015,000 or 11.1% over the same period in 1997.  For the nine months
ended September 30, 1998 net interest income, on a taxable equivalent
basis was $59,046,000, $6,031,000 or 11.4% higher than the $53,015,000
earned during the first nine months of 1997.

Average earning assets for the third quarter of 1998 were
$1,686,844,000, $227,235,000 or 13.5% higher than the third quarter of
1997.  Average earning assets for the nine months ended September 30,
1998 were $1,642,501,000 compared to $1,418,274,000 for the same
period in 1997.  Average loans for the third quarter of 1998 were
$1,329,481,000, reflecting an increase of $239,337,000 or 22.0% over
the third quarter average for 1997 of $1,090,144,000.  Average loans
for the first nine months of 1998 were $1,254,003,000 compared to
$1,047,771,000 during the corresponding period in 1997.


                                  13
<PAGE>
Average interest bearing deposits for the third quarter of 1998 were
$1,230,706,000, increasing $170,001,000 or 16.0% over the third
quarter of 1997.  Average interest bearing deposits for the first nine
months of 1998 were $1,201,488,000 compared to $1,036,606,000 for the
same period in 1997.  Average noninterest bearing deposits for the
third quarter and first nine months of 1998 increased $24,912,000 or
15.6% and $29,349,000 or 19.0%, respectively, over the corresponding
periods in 1997.  Growth in average earning assets, loans and deposits
during 1998 was due, primarily, to two acquisitions accounted for as
purchases.  


UNDERPERFORMING ASSETS

Listed below is a two-year comparison of underperforming assets.

<TABLE>
<CAPTION>
                                  9/30/98           9/30/97
  ---------------------------------------------------------------
  <S>                                <C>               <C>
  Nonaccrual loans                   $8,324,000        $3,917,000
  Restructured loans                    191,000           140,000
  90 days past due loans                815,000         2,477,000
  ---------------------------------------------------------------
     Total underperforming loans      9,330,000         6,534,000
  Nonaccrual securities:
     Agency-issued CMO                        -            21,000
  Other real estate held                153,000           155,000
  ---------------------------------------------------------------
     Total underperforming assets    $9,483,000        $6,710,000
  ---------------------------------------------------------------
  ---------------------------------------------------------------

</TABLE>

Past due 90 days or more, nonaccrual, and renegotiated loans were 0.7
percent of total loans at September 30, 1998, and 0.6 percent of total
loans at September 30, 1997.  Of the loans in this category, 57.0 and
60.1 percent were secured by real estate at September 30, 1998 and
1997, respectively.  Potential problem loans, other than
underperforming loans, amounted to $45,260,000 at September 30, 1998
and $47,728,000 at September 30, 1997.


PROVISION FOR LOAN LOSSES

The provision for loan losses during the first nine months of 1998 was
$2,571,000 compared to $1,527,000 from the comparable year-ago period. 
The provision is based on the quarterly review of the allowance for
loan losses.  Some of the factors used in this review include current
economic conditions and forecasts, risk by type of loan, previous loan
loss experience, and evaluation of specific borrowers and collateral. 
Management realizes the low loan loss environment that the banking
industry has had in the past may not persist and, therefore, has taken
action to increase the allowance for loan losses.  Allowance for loan
losses as a percent of total loans increased from 0.96 percent to 0.98
percent over the past year.   As of September 30, 1998, management
considered the allowance for loan losses adequate to provide for
potential losses.

                                  14
<PAGE>
Net charge-offs amounted to $471,000 during the third quarter and
$1,076,000 during the first nine months of 1998, compared to $467,000  
during the third quarter and $1,088,000 during the first nine months
of 1997.


NONINTEREST INCOME

Noninterest income for the third quarter of 1998 increased $502,000 or
16.1% and for the first nine months $2,375,000 or 26.1% from the
corresponding periods in the prior year.  Service charges on deposit
accounts for the third quarter of 1998 increased $329,000 or 23.6% and
$857,000 or 21.4% for the first nine months of 1998.  Other
noninterest income for the third quarter of 1998 increased $94,000 or
8.0% and $783,000, or 25.2% for the first nine months of the year. 
Increases in service charges on deposit accounts and other noninterest
income was primarily due to acquisitions accounted for as purchases. 
Trust fees for the first nine months of 1998 were $1,576,000
reflecting an increase of $296,000 or 23.1% over 1997.  Trust fees
increased as a result of the increase underlying values of assets
under management on which fees are based.


NONINTEREST EXPENSE

Noninterest expense for the nine months ended September 30, 1998 was
$39,143,000 increasing $8,535,000 or 27.9% over 1997.  Non-recurring
expenses associated with acquisition activities and operational
consolidation amounted to $3,162,000 or 37.0% of the increase  The
increase also includes approximately $3,600,000 of noninterest expense
in 1998 due to banks acquired and accounted for as purchases. 
Noninterest expense for the third quarter of 1998 increased $4,743,000
or 45.2% over the same period in 1997.  Non-recurring charges in the
third quarter associated with operational consolidation and
acquisition activities amounted to $2,837,000 or 59.8% of the
increase.  Salaries and related benefits for 1998 increased
$1,613,000, or 27.2% over the third quarter of 1997 and $2,753,000, or
15.9 % over the first nine months of 1997.  During the third quarter
of 1998, the Corporation recorded a charge of $726,000 to reflect the
cost of severance pay associated with operational consolidation. 
Increases in salaries and benefits expense due to acquisitions
accounted for using the purchase method of accounting in 1998 were
$518,000 in the quarter and $1,168,000 for the first nine months of
1998.  Other noninterest expense for 1998 increased $2,660,000 or
85.9% for the third quarter and $4,678,000 or 51.5% for the nine
months ended September 30, 1998.  Other noninterest expense for the
nine months ended September 30, 1998 increased primarily due to
$1,010,000 in goodwill and deposit premium amortization resulting from
acquisitions accounted for as purchases, consulting fees associated
with the operational consolidation of $874,000, and professional fees
associated with acquisition activities of $1,061,000.

                                  15
<PAGE>
FINANCIAL POSITION

Cash and cash equivalents at September 30, 1998 were $50,270,000
reflecting an increase of $5,524,000 or 12.3% over the September 30,
1997 total.  Federal funds sold decreased from $15,279,000 at
September 30, 1997 to $64,000 at September 30, 1998.  Decreases in the
federal funds sold position and the securities portfolio were used to
fund loan growth.

Available for sale securities at September 30, 1998 decreased
$25,572,000 or 8.5% since September 30, 1997.  U. S. Government and
agency securities at September 30 were $68,030,000 and $98,616,000 in
1998 and 1997 reflecting a decrease of $30,586,000 or 31.0%.  The
market value adjustment for the securities portfolio at September 30,
1998 increased $3,624,000 over the prior year.  Amortized cost and
fair values of securities at September 30, 1998, with dollar amounts
in thousands are presented in the table below.

Securities available for sale:

<TABLE>
<CAPTION>
                                    As of:  September 30, 1998     
                              -------------------------------------
                                        Gross       Gross
                           Amortized  Unrealized  Unrealized     Fair
                              Cost      Gains       Losses       Value
----------------------------------------------------------------------
<S>                         <C>         <C>          <C>      <C>
U.S. Government and 
 agency securities          $ 68,030    $  630       $  4     $ 68,656
Taxable municipals             2,943       126          -        3,069
Tax-exempt municipals        180,178     7,683        102      187,759
Corporate securities           6,746       155          -        6,901
Mortgage-backed securities    50,457       545        144       50,858
Marketable equity  
 securities                    6,165         -        618        5,547
----------------------------------------------------------------------
  Total available for sale  $314,519    $9,139       $868     $322,790
----------------------------------------------------------------------
----------------------------------------------------------------------
</TABLE>

Total loans at September 30, 1998 were $1,343,051,000 compared to
1,105,194,000 at the same date in 1997.  The increase in loans over
the prior year was $237,857,000 or 21.5%.  Approximately $107,000,000
of this increase is a result of acquisitions accounted for as
purchases.  Loans secured by real estate increased $123,066,000 or
19.28%; commercial and industrial loans increased $92,612,000 or
43.1%; all other categories of loans increased $22,179,000, or 2.0%

Total deposits at September 30, 1998 increased $173,668,000 or 14.2%
over the prior year.  Acquisitions accounted for as purchases
accounted for substantially all of this growth.  Noninterest bearing
deposits increased $16,208,000 or 9.3% and interest bearing deposits
increased $157,460,000 or 15.0% during the past year.





                                  16
<PAGE>
SHAREHOLDERS' EQUITY

The Corporation and each subsidiary bank have capital ratios which
substantially exceed all regulatory requirements.  The Corporation's
regulatory capital ratios are shown below.

<TABLE>
<CAPTION>
                             Minimum
                          Requirements      9/30/98        9/30/97
     -------------------------------------------------------------
     <S>                      <C>            <C>            <C>
     Tier I capital to
      risk-based assets       4.00%          13.36%         17.73%
     Total capital to
      risk-based assets       8.00%          14.34%         18.65%
     Tangible equity to
      tangible assets         3.00%          10.32%         13.09%

</TABLE>


YEAR 2000 COMPLIANCE

The year 2000 poses a unique set of challenges to those industries
reliant on information technology.  As a result of methods employed by
early programmers, many software applications and operational programs
may be unable to distinguish the year 2000 from the year 1900.  If not
effectively addressed, this problem could result in the production of
inaccurate data, or, in the worst cases, the inability of the systems
to continue to function altogether.  Financial institutions are
particularly vulnerable due to the industry's dependence on electronic
data processing systems.

To address the potential adverse year 2000-related consequences, the
banking regulatory authorities, working cooperatively through the
Federal Financial Institutions Examination Council (FFIEC), have
issued a number of specific guidelines designed to guide financial
institutions in their year 2000 compliance efforts.  The Corporation
has developed a year 2000 compliance program that it believes is
consistent with these guidelines.

The Corporation and its banking subsidiaries are subject to
examination with respect to their year 2000 compliance by various
state and federal agencies, including the Federal Reserve Board, the
Comptroller of the Currency, the Office of Thrift Supervision, the
Federal Deposit Insurance Corporation, and state banking agencies.  If
a regulatory agency issues a rating of less than "satisfactory" with
respect to an organization's year 2000 compliance efforts, the
organization's ability to obtain regulatory approval of certain
actions, such as proposed acquisitions, may be adversely affected. 
The Corporation's acquisition plans are not presently under any such
restriction.

                                  17
<PAGE>
The Corporation has established a year 2000 team to monitor progress
with achieving year 2000 compliance.  The team reports its progress to
the Corporation's Board of Directors on a monthly bases.  In addition,
the Corporation is utilizing an external consulting firm to assist
with its year 2000 compliance.  The Corporation's expects that the
projects will be substantially complete by December 31, 1998.

The Corporation's year 2000 project involves five phases:  1. 
Awareness; 2.  Assessment; 3. Renovation; 4.  Validation; and 5. 
Implementation.  The Corporation has completed the awareness and
assessment phases.  Major aspects of the renovation phase have been
completed and the Corporation expects to complete the remainder of
this phase by December 31, 1998.  The validation and implementation
phases are expected to be substantially complete by December 31, 1998.

The Corporation is currently preparing its contingency and business
resumption plans following FFIEC guidelines.  The Corporation expects
to complete its contingency planning before the FFIEC deadline of
December 31, 1998.

Management expects total additional out-of-pocket expenditures to be
approximately $500,000.  This includes fees to outside consulting
firms, costs to upgrade equipment specifically for the purpose of year
2000 compliance, and certain administrative expenditures.  Some
amounts are being expense as incurred and are not expected to be
material to the Corporation's financial condition or results of
operations.  

Management believes the organization has a effective corporate year
2000 compliance program in place and that additional expenditures
required to bring its systems into compliance will not have a
materially adverse effect on the Corporation's operations, cash flow,
or financial condition.  However, the year 2000 problem is pervasive
and complex and can potentially affect any computer process.  The
Corporation is dependent upon certain key suppliers to achieve year
2000 compliance.  Accordingly, no assurance can be given that year
2000 compliance can be achieved without additional unanticipated
expenditures and uncertainties that might affect future financial
results.


IMPACT OF ACCOUNTING PRONOUNCEMENTS

In February, 1998, the Financial Accounting Standards Board ("FASB")
issued SFAS No. 132, "Employers' Disclosures about Pensions and Other
Postretirement Benefits".  SFAS No. 132 standardizes the disclosure
requirements for pensions and other postretirement benefits.  This
statement is effective for financial statements for periods beginning
after December 15, 1997.  The Corporation plans to adopt the
appropriate provisions of the statements at January 1, 1998, and does
not currently believe that the future adoption of this statement will
have a material effect on the Corporation's financial position or
operating results.

                                  18
<PAGE>
On June 15, 1998, the FASB issued FAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities."  FAS 133 established a
new model for accounting for derivatives and hedging activities and
supersedes and amends a number of existing standards.  FAS 133 is
effective for fiscal years beginning after June 15, 1999, but earlier
application is permitted as of the beginning of any fiscal quarter
subsequent to June 15, 1998.  Upon the statement's initial
application, all derivatives are required to be recognized in the
statement of financial position as either assets or liabilities and
measured at fair value.  In addition, all hedging relationships must
be designated, reassessed and documented pursuant to the provisions of
FAS 133.  Adoption of FAS 133 is not expected to have a material
financial statement impact on the Corporation's financial position or
operating results.

In October, 1998, the FASB issued SFAS No. 134, "Accounting for
Mortgage-Backed Securities Retained after the Securitization of
Mortgage Loans Held for Sale by a Banking Enterprise".  SFAS No. 134
amends SFAS 65 and SFAS 115.  SFAS No. 134 is effective for the first
fiscal quarter beginning after December 15, 1998.  Adoption of SFAS
No. 133 is not expected to have a material financial statement impact
on the Corporation's financial position or operating results.








                                  19
<PAGE>
Item 3.  Quantitative and Qualitative Disclosures about Market Risk

There have been no material changes in market risk exposures that
affect the quantitative and qualitative disclosures presented in the
Corporation's supplemental consolidated financial statements filed on
Form 8-K for the year ended December 31, 1997 which were filed with 
the SEC on October 9, 1998.

























                                  20
<PAGE>
            NATIONAL CITY BANCSHARES, INC. and Subsidiaries

                     PART II  -  OTHER INFORMATION

EXHIBITS AND REPORTS ON FORM 8-K

EXHIBITS

The following exhibits are submitted herewith:
   
     10.1     Termination Benefits Agreement dated September 16,
              1998 between Registrant and Michael F. Elliott
     10.2     Termination Benefits Agreement dated September 16,
              1998 between Registrant and Robert A. Keil
     10.3     Termination Benefits Agreement dated September 16,
              1998 between Registrant and Curtis D. Ritterling
     10.4     Termination Benefits Agreement dated September 16,
              1998 between Registrant and Stephen C. Byelick, Jr.
     11       Computation of Per Share Earnings (incorporated 
              by reference to Note 8 to the Corporation's 
              unaudited interim consolidated financial statements
              included herein)
     27       Financial Data Schedule (Electronic Filing Only)

REPORTS ON FORM 8-K

A CURRENT REPORT dated August 7, 1998, for the events of July 29,
1998, and August 6, 1998, was filed reporting under Item 5 news
releases announcing earnings and announcing its back office
restructuring and product standardization plans.  The report also
included the two news releases as exhibits under Item 7.

    

                              SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.


                              NATIONAL CITY BANCSHARES, INC.
                                      (Registrant)


                              By   /s/ STEPHEN C. BYELICK, JR. 
                                   ----------------------------
                                   Stephen C. Byelick, Jr.
                                   Secretary and Treasurer
                                   (On behalf of the registrant
                                   and in his capacity as Chief
                                   Accounting Officer.)

November 13, 1998

                                  21
<PAGE>
                             EXHIBIT INDEX

EXHIBIT NUMBER     DESCRIPTION OF EXHIBIT                            
--------------     --------------------------------------------------  
  
    10.1           Termination Benefits Agreement dated September 16,
                   1998 between Registrant and Michael F. Elliott

    10.2           Termination Benefits Agreement dated September 16,
                   1998 between Registrant and Robert A. Keil

    10.3           Termination Benefits Agreement dated September 16,
                   1998 between Registrant and Curtis D. Ritterling

    10.4           Termination Benefits Agreement dated September 16,
                   1998 between Registrant and Stephen C. Byelick, Jr.

    11             Computation of Per Share Earnings (incorporated 
                   by reference to Note 8 to the Corporation's 
                   unaudited interim consolidated financial
                   statements included herein)

    27             Financial Data Schedule (Electronic Filing Only)















                                  22
<PAGE>