UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549



                                    FORM 8-K


                                 CURRENT REPORT
                     Pursuant To Section 13 or 15(d) of The
                         Securities Exchange Act of 1934


       Date of Report (Date of earliest event reported): December 5, 2006

                      CITY NATIONAL BANCSHARES CORPORATION
               (Exact name of registrant as specified in charter)


State of New Jersey                   0-11535                   22-2434751
(State or other jurisdiction       (Commission               (I.R.S. Employer
of incorporation)                  File Number)           Identification Number)


                   900 Broad Street, Newark, New Jersey 07102
               (Address of principal executive offices) (zip code)


       Registrant's telephone number, including area code: (973) 624-0865


      Check the  appropriate  box below if the Form 8-K  filing is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

[_]   Written  communications  pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

[_]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

[_]   Pre-commencement  communications  pursuant  to  Rule  14d-2(b)  under  the
      Exchange Act (17 CFR 240.14d-2(b))

[_]   Pre-commencement  communications  pursuant  to  Rule  13e-4(c)  under  the
      Exchange Act (17 CFR 240.13e-4(c))

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Item 1.01. Entry into a Material Definitive Agreement.

On December 2, 2006, City National  Bancshares  Corporation (the  "Corporation")
and City National Bank of New Jersey (the "Bank") revised,  amended and extended
the employment agreement of Louis E. Prezeau to serve as the President and Chief
Executive Officer of both entities.  The agreement is for a term of three years,
effective as of May 26, 2006.

Under the  agreement,  Mr.  Prezeau is to  receive an annual  salary of at least
$268,000,  subject to increases in the second and third year of the agreement at
the discretion of the Board.  Additionally,  Mr. Prezeau is to receive an annual
performance bonus equal to:

      o     10% of the amount of earnings,  as defined,  of the  Corporation for
            each year that exceed 10% but are less than 15% of the amount of the
            Corporation's common stockholders' equity, plus;

      o     20% of the amount of earnings,  as defined,  of the  Corporation for
            such year that exceed 15% of the amount of the Corporation's  common
            stockholders' equity.

The performance  bonus shall be paid in cash or common stock of the Corporation,
at the election of Mr. Prezeau,  subject to certain limitations set forth in the
agreement.

Under the  agreement,  Mr.  Prezeau  may be  granted  an option to  purchase  an
undetermined  amount  of  the  Corporation's  common  stock  at a  price  to  be
determined at the time the option is granted. If the Corporation and the Bank do
not offer to renew the agreement upon its termination  under terms  satisfactory
to Mr.  Prezeau,  or if the  Corporation or the Bank  terminates  Mr.  Prezeau's
employment without cause (as defined), then Mr. Prezeau shall receive a lump sum
amount equal to his then current base salary and a limited  continuation  of his
life and health insurance coverage. If Mr. Prezeau terminates his employment due
to a change in control of the  Corporation  (as defined),  or if the Bank or the
Corporation  fail to comply with their  obligations  under the agreement or upon
the failure of the  stockholders  of the  Corporation  to elect Mr. Prezeau as a
director,  Mr.  Prezeau  shall be entitled to receive an amount equal to two (2)
times  his  base  salary  plus an  amount  equal  to his  most  recently  earned
performance bonus. Mr. Prezeau is also entitled to fringe,  medical,  health and
life insurance  benefits  (including life insurance for an amount of up to three
times  his  base  salary  then  in  effect),  the  use  of  an  automobile,  and
reimbursement for expenses.  Subject to certain  exceptions,  Mr. Prezeau's life
and health coverage,  or  substantially  similar  coverage,  will continue for a
period of two (2) years after termination of the agreement.

For a period of one (1) year after the termination of the agreement, Mr. Prezeau
is  prohibited  from  competing  with the Bank or the  Corporation,  subject  to
certain exceptions,  within a 60 mile radius of the Bank's main office or within
a five (5) mile radius of any branch of the Bank existing as of the date of such
termination.  At all times  while Mr.  Prezeau is  employed  by the Bank and the
Corporation, he is subject to certain confidentiality covenants.

The  foregoing  summary  of the  above  described  employment  agreement  is not
intended to be  complete,  and is  qualified in its entirety by reference to the


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employment  agreement  which is attached to this  Current  Report on Form 8-K as
Exhibit 10.1 and is incorporated by reference into this Item 1.01.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

    Exhibit
    Number                             Description
    ------                             -----------

    10.1          Employment  Agreement,  dated as of May 26, 2006, by and among
                  City National  Bancshares  Corporation,  City National Bank of
                  New Jersey and Louis E. Prezeau

                                   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 hereunto duly authorized.

                                      CITY NATIONAL BANCSHARES CORPORATION

Date:  December  4,  2006             By:  /s/ Edward R. Wright
                                      ------------------------------------------
                                      Edward R. Wright  Senior
                                      Vice President and Chief Financial Officer





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                                  EXHIBIT INDEX
                                  -------------

Exhibit
Number                              Description
------                              -----------

10.1              Employment  Agreement,  dated as of May 26, 2006, by and among
                  City National  Bancshares  Corporation,  City National Bank of
                  New Jersey and Louis E. Prezeau





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