Exhibit 8.1

                         April 7, 2000



Exchange National Bancshares, Inc.
132 East High Street
Jefferson City, MO  65101

Ladies and Gentlemen:

          We have acted as counsel to Exchange National
Bancshares, Inc., a Missouri corporation ("Exchange National"),
in connection with the transactions contemplated by the Agreement
and Plan of Merger, dated as of October 27, 1999 (the "Merger
Agreement"), by and among Exchange National, ENB Holdings, Inc.
("Acquisition Subsidiary") and CNS Bancorp, Inc. ("CNS Bancorp").

          Pursuant to the Merger Agreement, CNS Bancorp will be
merged with and into Acquisition Subsidiary, with Acquisition
Subsidiary being the surviving corporation (the "Merger").  In
the Merger, the outstanding shares of common stock, par value
$0.01 per share, of CNS Bancorp, other than certain excluded
shares described below, will cease to be outstanding and will be
converted into and become the right to receive $8.80 in cash
(subject to adjustment in accordance with section 1.2(b) of the
Merger Agreement) and 0.15 of share of common stock, par value
$1.00 per share, of Exchange National ("ENB Common Stock").
Excluded shares shall consist of (i) shares of CNS Bancorp common
stock owned by certain dissenting shareholders, (ii) shares held
directly or indirectly by Exchange National (which shares will be
cancelled), other than shares held in a fiduciary capacity or in
satisfaction of a debt previously contracted, and (iii) shares
held by CNS Bancorp as treasury stock (which shares will be
cancelled).

          In connection with the transactions contemplated by the
Merger Agreement, Exchange National is filing with the Securities
and Exchange Commission (the "Commission") a Registration
Statement on Form S-4 (the "Registration Statement") relating to
the registration under the Securities Act of 1933, as amended
(the "Securities Act"), of the shares of ENB Common Stock to be
issued in the Merger.  This opinion letter is being furnished in
accordance with the requirements of Item 601(b)(8) of Regulation
S-K under the Securities Act.

          In the preparation of this opinion letter, we have
examined originals or copies identified to our satisfaction of
(i) the Articles of Incorporation of Exchange National, as filed
with the State of Missouri; (ii) the Bylaws of Exchange National;
(iii) all resolutions of the Board of Directors of Exchange
National relating to the Merger and the issuance of the Shares
being registered under the Registration Statement; (iv) the
Merger Agreement; and (v) the Registration Statement, including
the exhibits thereto.  We also have examined originals or copies
of such documents, corporate records, certificates of public
officials and other instruments, and have conducted such other
investigations of law and fact, as we have deemed necessary or
advisable for purposes of our opinion.  In addition, we have
assumed that the Merger will be consummated in the manner
contemplated by the Registration Statement and in accordance with
the provisions<PAGE>
Exchange National Bancshares, Inc.
April ___, 2000
Page 2

of the Merger Agreement.  We have also assumed that
the shares of CNS Bancorp common stock are held as capital assets
by the shareholders of CNS Bancorp.

          In our examination, we have assumed the legal capacity
of all natural persons, the genuineness of all signatures, the
completeness and authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents
submitted to us as certified or photostatic copies and the
completeness and authenticity of the originals of such latter
documents.  In making our examination of documents executed by
parties other than Exchange National, we have assumed that such
parties had the power and authority to enter into and perform
their obligations thereunder and have also assumed the due
authorization, execution and delivery by such parties of such
documents.  As to any facts material to the opinions expressed
herein which were not independently established or verified, we
have relied upon oral or written statements and representations
of officers of Exchange National, CNS Bancorp and others.

          Based upon and subject to the foregoing and subject to
the qualifications and exceptions heretofore and hereinafter set
forth, we are of the opinion that:

          1.   The Merger of CNS Bancorp with and into
               Acquisition Subsidiary will constitute a
               reorganization within the meaning of sections
               368(a)(1)(A) and (a)(2)(D) of the Internal Revenue
               Code, and neither Exchange National nor CNS
               Bancorp will recognize any gain or loss as a
               result of the Merger.

          2.   Shareholders of CNS Bancorp who exchange all of
               their CNS Bancorp common stock will recognize no
               gain or loss pursuant to the Merger as to shares
               of ENB Common Stock received in the Merger.  Such
               shareholders may recognize income or gain as to
               cash received in the Merger and income or gain or
               loss as to cash received in lieu of a fractional
               share interest in ENB Common Stock.

          3.   The aggregate tax basis of ENB Common Stock received by the
               shareholders of CNS Bancorp in the Merger will equal the
               aggregate tax basis of CNS Bancorp common stock surrendered in
               exchange for the ENB Common Stock, reduced by the amount of any
               cash received in the exchange and any basis allocable to a
               fractional share interest for which cash is received and
               increased by any income or gain recognized on the exchange.

          4.   The holding period of ENB Common Stock received by the
               shareholders of CNS Bancorp in the Merger will include the
               holding period of CNS Bancorp common stock exchanged therefor.
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Exchange National Bancshares, Inc.
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          Our opinions are limited to the federal income tax
matters described above and does not address any other federal
income tax considerations or any state, local, foreign, or other
tax considerations.

          If any of the information on which we have relied is
incorrect, or if changes in the relevant facts occur after the
date hereof, our opinions could be affected thereby.  Moreover,
our opinions are based on the Internal Revenue Code of 1986, as
amended, applicable Treasury regulations promulgated thereunder,
and Internal Revenue Service rulings, procedures, and other
pronouncements, published by the United States Internal Revenue
Service.  These authorities are all subject to change, and such
change may be made with retroactive effect.  We can give no
assurance that, after such change, our opinions would not be
different.  This opinion letter is not binding on the Internal
Revenue Service, and there can be no assurance, and none is
hereby given, that the Internal Revenue Service will not take a
position contrary to one or more of the positions reflected in
the foregoing opinions, or that our opinions will be upheld by
the courts if challenged by the Internal Revenue Service.

          We hereby consent to the filing of this opinion letter
with the Commission as an exhibit to the Registration Statement,
the reference to this opinion letter under the heading "The
Merger--Tax Consequences for CNS Shareholders" in the Proxy
Statement--Prospectus which forms a part of the Registration
Statement and the reference to our firm under the heading "Legal
Matters" in such Proxy Statement--Prospectus.  In giving such
consent we do not thereby admit or imply that we are in the
category of persons whose consent is required under Section 7 of
the Securities Act or the rules and regulations of the Commission
thereunder.

                                Very truly yours,

                                /s/ STINSON, MAG & FIZZELL, P.C.
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