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)  November 3,1997



                EXCHANGE NATIONAL BANCSHARES, INC.
      (Exact name of Registrant as specified in its charter)

      Missouri                 0-23636              43-1626350
(State or other     (Commission File Number)    (I.R.S. Employer
Jurisdiction of                               Identification No.)
Incorporation)


 132 East High Street, Jefferson City, Missouri        65101
(Address of principal executive offices)             (Zip Code)


Registrant's telephone number, including area code (573) 761-6100


_________________________________________________________________
  (Former name or  former address, if changed since last report)



<PAGE>



ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS.

          Pursuant to the Acquisition Agreement, dated July 11,
1997, as amended August 25, 1997 (the "Acquisition Agreement"),
by and among the Registrant, ENBUSB Acquisition Company, Inc., a
Missouri corporation and wholly-owned subsidiary of the
Registrant ("ENBUSB"), Union State Bank & Trust of Clinton, a
Missouri trust company ("Bank") and Union State Bancshares, Inc.,
a Missouri corporation ("USB") and certain shareholders of USB
("Shareholders"), and a related Merger Agreement, dated October
22, 1997, by and between USB and ENBUSB, ENBUSB was merged (the
"Merger") with and into USB on November 3, 1997, with USB
thereupon becoming a wholly-owned subsidiary of the Registrant.

          The Acquisition Agreement provided all shareholders
with the opportunity to elect to receive cash in exchange for
their shares of USB common stock.  The Acquisition Agreement
further provided certain shareholders with the opportunity to
receive, in addition to or in lieu of cash, five year promissory
notes in their favor in exchange for their shares of USB common
stock.  The valuation methodology for the Merger was negotiated
and agreed to by the parties to the Acquisition Agreement.  At
the closing, Registrant paid to the shareholders of USB merger
consideration of approximately $17,750,000 (the "Merger
Consideration") in exchange for 100% of the USB common stock. 
The Registrant paid approximately $11,700,500 of the Merger
Consideration in the form of five year promissory notes in favor
of eight shareholders and the balance of the Merger Consideration
was paid in cash.  The Registrant funded the cash portion of the
Merger Consideration primarily with funds drawn on a $10,000,000
line of credit provided by Mercantile Bank, National Association. 
The Registrant also satisfied and discharged  $2,350,000 of USB's
indebtedness at the closing.

          Immediately prior to the Merger, USB, through its
wholly-owned subsidiary, the Bank, engaged in a general banking
business, accepting funds for deposit, making loans and
performing the other usual and customary banking services.  As of
September 30, 1997, the Bank had total assets of approximately
$132.9 million.  The Bank's principal banking facility is located
in Clinton, Missouri with four branch locations in Clinton,
Osceola and Collins, Missouri.  The Registrant, through the Bank,
will continue to engage in the general banking business from the
facilities referred to above.

          Prior to the Merger, USB was managed by Gus S. Wetzel,
II, USB's Chairman of the Board, Douglas L. Thomason, USB's
President and James E. Smith, USB's Secretary and Treasurer.  Mr.
Smith and Mr. Wetzel will continue to serve on USB's board of
directors.  Mr. Smith also will serve as USB's President,
Treasurer and Assistant Secretary.  Donald L. Campbell, Chairman
of the Board and President of the Registrant, will be added to
USB's board of directors and will serve as USB's Chairman of the
Board and Secretary.  The operations of the Bank will not change
significantly.  Mr. Wetzel and Mr. Smith have been elected to the
board of directors of the Registrant with Mr. Wetzel acting as an
advisory member.  



<PAGE>



          With the exception of the newly established
relationship, there is not a material relationship between any of
the controlling shareholders of USB and the Registrant or any of
the Registrant's affiliates, directors or officers, or any
associate of the Registrant's directors or officers.  Certain
former stockholders of USB may be employed by the Registrant.

          A press release of Registrant issued November 3, 1997,
announcing the consummation of the Merger, is attached as an
exhibit to this report and incorporated herein by this reference.

ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
          AND EXHIBITS.

          (a)  Financial Statements of Business Acquired

               Audited consolidated balance sheet as of December
               31, 1996 and related consolidated statements of
               income, stockholders' equity and cash flows for
               the year then ended.  Unaudited consolidated
               balance sheet as of September 30, 1997 and related
               consolidated statements of income and cash flows
               for the nine months ended September 30, 1997 and
               1996.  

          (b)  Pro Forma Financial Information

               Unaudited pro forma consolidated condensed balance
               sheet as of September 30, 1997 and unaudited pro
               forma consolidated statements of income for the
               nine months ended September 30, 1997 and for the
               year ended December 31, 1996.  It is impractical
               to provide at this time the pro forma financial
               information that is required pursuant to Item
               310(d) of Regulation S-B.  The required pro-forma
               financial information will be filed under separate
               cover of Form 8-K/A as soon as practicable, but no
               later than January 2, 1998.

          (c)  Exhibits

               The following exhibits are filed with this report.

  Exhibit
    No.                            Description

2.1       Acquisition Agreement, dated as of July 11, 1997, as
          amended August 25, 1997, by and among the Registrant,
          ENBUSB, the Bank, USB and certain shareholders of USB.

2.2       Merger Agreement, dated as of October 22, 1997 by and
          between USB and ENBUSB.

99.1      Press Release of Registrant, issued November 3, 1997.






<PAGE>



                            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.


                              EXCHANGE NATIONAL BANCSHARES, INC.


Date: November 7, 1997        By:   /s/ Donald L. Campbell
                              Name: Donald L. Campbell
                              Title: Chairman of the Board 
                                     and President
<PAGE>

                   UNION STATE BANCSHARES, INC.
                          AND SUBSIDIARY

                Consolidated Financial Statements

                        December 31, 1996

           (With Independent Auditors' Report Thereon)



<PAGE>


                   INDEPENDENT AUDITORS' REPORT


The Board of Directors and Stockholders
Union State Bancshares, Inc.
Clinton, Missouri:

We have audited the accompanying consolidated balance sheet of
Union State Bancshares, Inc. and subsidiary (the Company) as of
December 31, 1996, and the related consolidated statements of
income, stockholders' equity, and cash flows for the year then
ended.  These consolidated financial statements are the
responsibility of the Company's management.  Our responsibility
is to express an opinion on these consolidated financial
statements based on our audit.

We conducted our audit in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation.  We believe that
our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial
position of Union State Bancshares, Inc. and subsidiary as of
December 31, 1996, and the results of their operations and their
cash flows for the year then ended, in conformity with generally
accepted accounting principles.



July 25, 1997



<PAGE>


UNION STATE BANCSHARES, INC.
AND SUBSIDIARY

Consolidated Balance Sheet

December 31, 1996

                              Assets

Loans, net of allowance for loan losses 
 of $1,284,040                                                $72,886,634
Investments in debt and equity securities:
 Available-for-sale, at estimated market value                 29,513,185
 Held-to-maturity, estimated market value 
   of $10,223,222                                              10,079,466
   Total investments in debt and equity 
     securities                                                39,592,651
Federal funds sold                                              5,975,000
Cash and due from banks                                         5,540,143
Interest-bearing deposits                                         461,197
Premises and equipment                                          1,205,543
Accrued interest receivable                                     1,221,443
Deferred income taxes, net                                        192,585
Goodwill                                                          209,209
Other assets                                                      160,819
                                                             $127,445,224

               Liabilities and Stockholders' Equity

Deposits:
 Demand                                                        12,531,944
 NOW 24,183,182
 Money market                                                   3,638,899
 Savings                                                        9,451,013
 Time deposits $100,000 and over                               10,794,958
 Other time deposits                                           52,950,242
   Total deposits                                             113,550,238
Advances from the Federal Home Loan Bank                        3,300,000
Note payable                                                    3,650,000
Accrued interest payable                                        1,016,400
Other liabilities                                                 123,217
   Total liabilities                                          121,639,855

Commitments and contingent liabilities
Stockholders' equity:
 Common stock - $10 par value; 3,000 shares 
   authorized, 887.375 shares issued, and 
   556.875 shares outstanding                                       8,874
 Surplus                                                        1,464,663
 Undivided profits                                              9,644,660
 Treasury stock, at cost - 330.5 shares                       (5,399,869)
 Unrealized holding gains on investments in
   debt and equity securities available-for-sale                   87,041
   Total stockholders' equity                                   5,805,369
                                                             $127,445,224


See accompanying notes to consolidated financial statements.


<PAGE>




UNION STATE BANCSHARES, INC.
AND SUBSIDIARY

Consolidated Statement of Income

Year ended December 31, 1996


Interest income: 
 Interest and fees on loans                                    $6,155,281
 Interest and dividends on investments in debt
   and equity securities:
     Taxable                                                    2,234,064
     Exempt from federal income tax                               355,731
 Interest on federal funds sold                                   300,679
 Interest on interest-bearing deposits                             11,859
                                                                9,057,614
Interest expense:
 Interest on:
   NOW accounts                                                   507,457
   Money market                                                    87,644
   Savings accounts                                               285,077
   Time deposit accounts $100,000 and over                        524,906
   Other time deposits                                          2,981,663
   Advances from the Federal Home Loan Bank                       226,331
   Note payable                                                   303,574
                                                                4,916,652
     Net interest income                                        4,140,962
Provision for loan losses                                          90,000
     Net interest income after provision for 
       loan losses                                              4,050,962
Noninterest income:
 Service charges on deposit accounts                              337,785
 Trust fees                                                        36,973
 Other                                                             82,600
                                                                  457,358
Noninterest expense: 
 Salaries, wages, and employee benefits                         1,207,624
 Occupancy expense                                                180,433
 Furniture and equipment expense                                  142,542
 Data processing                                                  176,829
 FDIC insurance assessment                                          2,000
 Office supplies                                                   78,403
 Advertising and promotion                                         43,448
 Postage and freight                                               92,236
 Management fees                                                  250,000
 Other                                                            741,511
                                                                2,915,026
     Income before income taxes                                 1,593,294
Income taxes                                                      423,313
     Net income                                                $1,169,981

Earnings per share                                                 $2,073


See accompanying notes to consolidated financial statements.



<PAGE>



UNION STATE BANCSHARES, INC.
AND SUBSIDIARY

Consolidated Statement of Stockholders' Equity

Year ended December 31, 1996


                                        Common                  Undivided
                                        stock         Surplus    profits 

Balance, December 31, 1995
 (unaudited)                            $8,874      1,464,663   8,474,679

Net income                                 -            -       1,169,981

Purchase of 30 shares of
 common stock for 
 treasury                                  -              -           -       

Change in unrealized holding
 gains on investments
 in debt and equity securities
 available-for-sale                        -              -           -       

Balance, December 31,
 1996                                   $8,874      1,464,663   9,644,660


                                                 Unrealized  
                                                  holding    
                                                 gains on    
                                               investments in
                                              debt and equity      Total 
                                                 securities        stock-
                                      Treasury    available-      holders
                                        stock      for-sale        equity

Balance, December 31, 1995
 (unaudited)                       (4,910,269)        201,216   5,239,163

Net income                               -               -      1,169,981

Purchase of 30 shares of
 common stock for 
 treasury                            (489,600)           -      (489,600)

Change in unrealized holding
 gains on investments
 in debt and equity securities
 available-for-sale                       -         (114,175)   (114,175)

Balance, December 31,
 1996                              (5,399,869)         87,041   5,805,369


See accompanying notes to consolidated financial statements.



<PAGE>



UNION STATE BANCSHARES, INC.
AND SUBSIDIARY

Consolidated Statement of Cash Flows

Year ended December 31, 1996


Cash flows from operating activities:
 Net income                                                    $1,169,981
Adjustments to reconcile net income to 
 net cash provided by operating activities:
   Provision for loan losses                                       90,000
   Depreciation expense                                           247,365
   Net amortization of debt securities 
    premiums and discounts                                         13,033
   Amortization of goodwill                                        21,615
   Decrease in accrued interest receivable                         78,096
   Increase in other assets                                      (68,443)
   Increase in accrued interest payable                            14,876
   Decrease in other liabilities                                 (29,099)
   Other, net                                                     (5,096)
    Net cash provided by operating activities                   1,532,328
Cash flows from investing activities:
 Net increase in loans                                        (4,564,076)
 Purchases of debt and equity securities 
   available-for-sale                                        (12,278,991)
 Proceeds from maturities of debt securities:
   Available-for-sale                                           6,088,591
   Held-to-maturity                                             3,425,294
 Proceeds from sales of debt securities 
   available-for-sale                                           2,297,879
 Purchases of premises and equipment                            (270,920)
 Proceeds from sales of premises and equipment                      6,095
 Proceeds from sales of other real estate                         296,367
       Net cash used in investing activities                  (4,999,761)
Cash flows from financing activities:
 Net increase in demand deposits                                  839,705
 Net increase in interest-bearing 
   transaction accounts                                         2,078,597
 Net increase in time deposits                                  2,416,115
 Principal payments on advances from the 
   Federal Home Loan Bank                                       (200,000)
 Proceeds from note payable                                       500,000
 Principal payments on note payable                             (850,000)
 Purchase of common stock for treasury                          (489,600)
       Net cash provided by financing activities                4,294,817
       Net increase in cash and cash equivalents                  827,384
Cash and cash equivalents, beginning of year                   11,148,956
Cash and cash equivalents, end of year                        $11,976,340
Supplemental information:
 Cash payments for interest                                   $ 4,901,776
 Cash payments for income taxes                                   468,062
 Loans transferred to other real estate                           126,068


See accompanying notes to consolidated financial statements.


<PAGE>


(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Union State Bancshares, Inc. (the Company), through its
     wholly owned subsidiary, Union State Bank and Trust of
     Clinton (the Bank), provides a full range of banking
     services to individual and corporate customers located in
     Clinton, Missouri, and the surrounding communities.  The
     Bank is subject to competition from other financial and
     nonfinancial institutions providing financial products. 
     Additionally, the Company and the Bank are subject to the
     regulations of certain regulatory agencies and undergo
     periodic examinations by those regulatory agencies.

     The consolidated financial statements of the Company have
     been prepared in conformity with generally accepted
     accounting principles and conform to predominant practices
     within the banking industry.  The preparation of the
     consolidated financial statements in conformity with
     generally accepted accounting principles requires management
     to make estimates and assumptions, including the
     determination of the allowance for loan losses and the
     valuation of real estate acquired in connection with
     foreclosure or in satisfaction of loans, that affect the
     reported amounts of assets and liabilities and disclosure of
     contingent assets and liabilities at the date of the
     consolidated financial statements and the reported amounts
     of revenues and expenses during the reporting period. 
     Actual results could differ from those estimates.

     The significant accounting policies used by the Company in
     the preparation of the consolidated financial statements are
     summarized below:

          PRINCIPLES OF CONSOLIDATION

     The consolidated financial statements include the accounts
     of the Company and the Bank.  All significant intercompany
     accounts and transactions have been eliminated.

          LOANS

     Loans are stated at face amount less unearned income and the
     allowance for loan losses.  Income on loans is accrued on a
     simple-interest basis.

     Loans are placed on nonaccrual status when management
     believes that the borrower's financial condition, after
     consideration of business conditions and collection efforts,
     is such that collection of interest is doubtful.  Interest
     accrued in the current year is reversed against interest
     income, and prior years' interest is charged to the allow-
     ance for loan losses.  A loan remains on nonaccrual status
     until the loan is current as to payment of both principal
     and interest and/or the borrower demonstrates the ability to
     pay and remain current.

     Loan origination fees and costs are deferred and recognized
     over the life of the loan as an adjustment to yield.



<PAGE>


          ALLOWANCE FOR LOAN LOSSES

     The allowance for loan losses is increased by provisions
     charged to operations and is reduced by loan charge-offs
     less recoveries.  Management utilizes a systematic,
     documented approach in determining the appropriate level of
     the allowance for loan losses.  Management's approach, which
     provides for general and specific valuation allowances, is
     based on current economic conditions, past losses,
     collection experience, risk characteristics of the
     portfolio, assessment of collateral values by obtaining
     independent appraisals for significant properties, and such
     other factors which, in management's judgment, deserve
     current recognition in estimating loan losses.

     Management believes the allowance for loan losses is
     adequate to absorb possible losses in the loan portfolio. 
     While management uses available information to recognize
     loan losses, future additions to the allowance may be
     necessary based on changes in economic conditions.  In
     addition, various regulatory agencies, as an integral part
     of their examination process, periodically review the
     allowance for loan losses.  Such agencies may require the
     Bank to increase the allowance for loan losses based on
     their judgment about information available to them at the
     time of their examination.

     A loan is considered impaired when it is probable a creditor
     will be unable to collect all amounts due, both principal
     and interest, according to the contractual terms of the loan
     agreement.

          INVESTMENTS IN DEBT AND EQUITY SECURITIES

     At the time of purchase, debt securities are classified as
     available-for-sale or held-to-maturity.  Held-to-maturity
     securities are those securities which the Company has the
     ability and intent to hold until maturity.  All equity
     securities and debt securities not classified as held-to-
     maturity are classified as available-for-sale.

     Available-for-sale securities are recorded at fair value. 
     Held-to-maturity securities are recorded at amortized cost,
     adjusted for the amortization or accretion of premiums or
     discounts.  Unrealized gains and losses, net of the related
     tax effect, on available-for-sale securities are excluded
     from earnings and reported as a separate component of
     stockholders' equity until realized.

     Premiums and discounts are amortized or accreted over the
     lives of the respective securities, with consideration of
     historical and estimated prepayment rates for mortgage-
     backed securities, as an adjustment to yield, using the
     interest method.  Dividend and interest income are recog-
     nized when earned.  Realized gains and losses for securities
     classified as available-for-sale are included in earnings
     based on the specific identification method for determining
     the cost of securities sold.



<PAGE>



     A decline in the market value of any security below cost
     that is deemed other than temporary results in a charge to
     earnings and the establishment of a new cost basis for the
     security.

     The Bank, as a member of the Federal Home Loan Bank System
     administered by the Federal Housing Finance Board, is
     required to maintain an investment in the capital stock of
     the Federal Home Loan Bank (FHLB) in an amount equal to the
     greater of 1% of the Bank's total mortgage-related assets at
     the beginning of each year, 0.3% of the Bank's total assets
     at the beginning of each year, or 5% of advances from the
     FHLB to the Bank.  This investment is recorded at cost which
     represents redemption value.

          PREMISES AND EQUIPMENT

     Premises and equipment are stated at cost less accumulated
     depreciation.  Depreciation applicable to buildings and
     improvements and furniture and equipment is charged to
     operating expense using straight-line and accelerated
     methods over the estimated useful lives of the assets.  Such
     lives are estimated to be 5 to 40 years for buildings and
     improvements and 3 to 20 years for furniture and equipment. 
     Maintenance and repairs are charged to operations as
     incurred.

          GOODWILL

     Goodwill relates to the excess of cost over fair value of
     net assets acquired in the acquisition of the former
     Boatmen's Bank location in Clinton, Missouri.  Also included
     in goodwill is the costs related to the acquisition of the
     Bank by the Company in 1977.  Goodwill is being amortized to
     expense over 15 years using the straight-line method.

          OTHER REAL ESTATE

     Other real estate, included in other assets in the
     accompanying consolidated balance sheet, is recorded at fair
     value.  If the fair value of other real estate declines
     subsequent to foreclosure, the difference is recorded as a
     valuation allowance through a charge to income.  Subsequent
     increases in fair value are recorded through a reversal of
     the valuation allowance.  Expenses incurred in maintaining
     the properties are charged to operations.

          INCOME TAXES

     The Company and the Bank file a consolidated federal income
     tax return.

     Deferred tax assets and liabilities are recognized for the
     future tax consequences attributable to differences between
     the financial statement carrying amounts of existing assets
     and liabilities and their respective tax bases.  Deferred
     tax assets and liabilities are measured using enacted tax
     rates expected to apply to taxable income in the years in
     which those temporary differences are <PAGE> expected to be
     recovered or settled.  The effect on deferred tax assets and
     liabilities of a change in tax rates is recognized in income
     in the period that includes the enactment date.

     The Company and Bank have elected S Corporation status
     effective January 1, 1997.  Earnings and losses after that
     date will be included in the personal income tax returns of
     the stockholders and taxed depending on their personal tax
     positions.  Accordingly, the Company and Bank will not be
     subject to additional income tax obligations, except for the
     "built-in gains tax" and certain state taxes.  Therefore,
     future consolidated financial statements will generally not
     include a provision for income taxes.

          TRUST DEPARTMENT

     Property held by the Bank in fiduciary or agency capacities
     for its customers is not included in the accompanying
     consolidated balance sheet, since such items are not assets
     of the Company.  Trust fees are recognized on the accrual
     basis.

          EARNINGS PER SHARE

     Earnings per share of common stock is computed by dividing
     net income by 564.375, the weighted average number of common
     shares outstanding during 1996.

          CONSOLIDATED STATEMENT OF CASH FLOWS

     For the purpose of the consolidated statement of cash flows,
     cash and cash equivalents consist of cash and due from
     banks, federal funds sold, and interest-bearing deposits.

(2)  CAPITAL REQUIREMENTS

     The Bank is subject to various regulatory capital
     requirements administered by the federal banking agencies. 
     Failure to meet minimum capital requirements can initiate
     certain mandatory, and possibly additional discretionary,
     actions by regulators that, if undertaken, could have a
     direct material effect on the Company's consolidated
     financial statements.  Under capital adequacy guidelines,
     the Bank must meet specific capital guidelines that involve
     quantitative measures of assets, liabilities, and certain
     off-balance-sheet items as calculated under regulatory
     accounting practices.  The Bank's capital amounts and
     classification are subject to qualitative judgments by the
     regulators about components, risk-weightings, and other
     factors.

     Quantitative measures established by regulations to ensure
     capital adequacy require the Bank to maintain minimum
     amounts and ratios (set forth in the following table) of
     total and Tier I capital (as defined in the regulations) to
     risk-weighted assets (as defined), and of Tier I capital (as
     defined) to adjusted average assets (as defined). 
     Management believes, as of December 31, 1996, the Bank meets
     all capital adequacy requirements to which it is subject.



<PAGE> 




     The Bank is also subject to the regulatory framework for
     prompt corrective action.  The most recent notification from
     the Federal Deposit Insurance Corporation (FDIC), dated May
     30, 1997, categorized the Bank as well capitalized under the
     regulatory framework for prompt corrective action.  To be
     categorized as well capitalized, the Bank must maintain
     minimum total risk-based, Tier I risk-based, and Tier I
     leverage ratios as set forth in the table.  There are no
     conditions or events since that notification that management
     believes have changed the Bank's category.



<PAGE> 



The actual and required capital amounts and ratios for the Bank
as of December 31, 1996 are as follows:

                                                            To be
                                                            well 
                                                      capitalized
                                                           under 
                                                           prompt
                                                       corrective
                                        Capital           action 
                    Actual           requirements      provisions
                Amount    Ratio   Amount    Ratio    Amount    Ratio
Total 
capital 
(to risk-
weighted 
assets)    $9,886,1421    5.23%  $5,193,920  8.00%  $6,492,400  10.00%

Tier I 
capital 
(to risk-
weighted 
assets)      9,069,142   13.97    2,596,960  4.00    3,895,440   6.00 

Tier I 
capital (to
adjusted 
average
assets)      9,069,142    7.17    3,796,470  3.00   6,327,450    5.00 

     Bank dividends are the principal source of funds for payment
     of dividends by the Company to its stockholders.  The Bank
     is subject to regulations of regulatory authorities which
     require the maintenance of minimum capital requirements.  At
     December 31, 1996, unappropriated undivided profits of
     $2,741,692 were available for the declaration of dividends
     to the Company without prior approval from the FDIC. 

(3)  LOANS

     A summary of loans, by classification, at December 31, 1996
     is as follows:

Real estate                                                   $32,104,326
Commercial                                                     25,572,885
Agriculture                                                    11,131,677
Installment and other consumer                                  5,361,786
                                                               74,170,674
Less allowance for loan losses                                  1,284,040
                                                              $72,886,634

     The Bank grants real estate, commercial, agriculture, and
     installment and other consumer loans to customers located in
     Clinton, Missouri and the surrounding communities.  As such,
     the Bank is susceptible to changes in the economic
     environment in Clinton, Missouri and the surrounding
     communities.  The Bank does not have a concentration of
     credit in any one economic sector.  Installment and other
     consumer loans consist primarily of the financing of
     vehicles.



<PAGE> 



     Following is a summary of activity in 1996 of loans made by
     the Bank to executive officers and directors or to entities
     in which such individuals had a beneficial interest.  Such
     loans were made in the normal course of business on
     substantially the same terms, including interest rates and
     collateral requirements, as those prevailing at the same
     time for comparable transactions with other persons, and did
     not involve more than the normal risk of collectibility or
     present unfavorable features.

Balance at December 31, 1995                                   $1,077,761
New loans                                                         442,508
Payments received                                               (670,179)
Balance at December 31, 1996$                                     850,090

Changes in the allowance for loan losses 
     for 1996 are as follows:

Balance, beginning of year                                     $1,207,236
Provision charged to expense                                       90,000
Charge-offs                                                      (47,506)
Recoveries of loans previously charged off                         34,310
Balance, end of year                                           $1,284,040

A summary of nonaccrual and other impaired loans at 
     December 31, 1996 is as follows:

Nonaccrual loans                                                $  98,486
Impaired loans continuing to accrue interest                      280,787
Total impaired loans                                            $ 379,273
Allowance for loan losses on impaired loans                     $  56,891
Impaired loans with no related allowance 
     for loan losses                                            $    -   

The average balance of impaired loans during 
     1996 was $318,709.



<PAGE> 



A summary of interest income on nonaccrual and other impaired
loans for 1996 is as follows:


                                                   Impaired 
                                                     loans  
                                                  continuing
                                   Nonaccrual     to accrue 
                                     loans         interest        Total 

  Income recognized                    $3,503         81,260       84,763
  Interest income if 
    interest had accrued                4,817           -           4,817
                                       $8,320         81,260       89,580

(4)  Investments in Debt and Equity Securities

     The amortized cost and estimated market values of debt and
     equity securities classified as available-for-sale at
     December 31, 1996 are as follows:

                                            Gross       Gross      Estimated
                               Amortized unrealized  unrealized      market 
                                  cost      gains       losses       value  

U.S. Treasury 
 securities                  $13,668,909     64,385     23,310    13,709,984
Securities of 
 U.S. 
 government 
 agencies                     13,131,153     57,915     59,879    13,129,189
Obligations of 
 states and 
 political
 subdivisions                  2,155,361    108,066      9,015     2,254,412
Total debt 
 securities                   28,955,423    230,366     92,204    29,093,585
Federal Home 
 Loan Bank 
 stock                           419,600        -         -          419,600
                             $29,375,023    230,366     92,204    29,513,185

     The amortized cost and estimated market value of debt
     securities classified as available-for-sale at December 31,
     1996 by contractual maturity or call date, are shown below. 
     Expected maturities may differ from contractual maturities
     because borrowers have the right to prepay obligations with
     or without prepayment penalties.

                                                     Estimated
                                        Amortized      market
                                           cost        value


Due in one year or less                 $ 9,396,545     9,447,992
Due after one year through five years    13,268,440    13,262,474
Due after five years through ten years    3,090,720     3,146,728
                                         25,755,705    25,857,194
Mortgage-backed securities                3,199,718     3,236,391
                                        $28,955,423    29,093,585

     The amortized cost and estimated market values of debt
     securities classified as held-to-maturity at December 31,
     1996 is as follows:





                                            Gross       Gross     Estimated
                              Amortized  unrealized  unrealized     market 
                                 cost       gains      losses       value 

U.S. Treasury 
 securities                  $2,997,114      31,101       246    3,027,969
Securities of 
 U.S. government 
 agencies                     1,851,112      28,540    21,441    1,858,211
Obligations of 
 states and 
 political
 subdivisions                 5,231,240     110,854     5,052    5,337,042
                            $10,079,466     170,495    26,739   10,223,222

     The amortized cost and estimated market value of debt
     securities classified as held-to-maturity at December 31,
     1996, by contractual maturity or call date, are shown below. 
     Expected maturities may differ from contractual maturities
     because borrowers have the right to prepay obligations with
     or without prepayment penalties.

                                                                Estimated
                                              Amortized           market 
                                                 cost             value  

Due in one year or less                      $2,214,055         2,220,886
Due after one year through 
 five years                                   3,525,128         3,591,720
Due after five years through 
 ten years                                    1,904,162         1,911,426
Due after ten years                             585,010           640,979
                                              8,228,355         8,365,011

Mortgage-backed securities                    1,851,111         1,858,211
                                            $10,079,466        10,223,222

     Debt securities with carrying values aggregating
     approximately $12,343,000 at December31, 1996 were pledged
     to secure public funds and for other purposes as required or
     permitted by law.   Proceeds from the sale of debt
     securities available-for-sale was $2,297,879 during 1996. 
     Gross losses from such sales were $5,897.

(5)  Premises and Equipment

     A summary of premises and equipment at December 31, 1996 is
     as follows:

     Land                                       $            383,295
     Buildings and improvements                            1,284,745
     Furniture and equipment                               1,846,097
                                                           3,514,137
     Less accumulated depreciation                         2,308,594
                                                $          1,205,543

     Depreciation expense was $247,365 for 1996.



<PAGE> 



(6)  Deposits

     The scheduled maturities of time deposits at December 31,
     1996 is as follows:

     Due within:
          One year                                $43,815,200
          Two years                                 9,685,000
          Three years                               2,974,000
          Four years                                1,231,000
          Five years                                  873,000
          Thereafter                                5,167,000

                                                  $63,745,200

(7)  Advances From the Federal Home Loan Bank

     Advances from the Federal Home Loan Bank outstanding as of
     December 31, 1996 are as follows:

                                          Weighted
                                           average
                                          interest
                                             rate                  Amount

  Due in 1997                                6.45%             $  200,000
  Due in 1998                                6.19                 650,000
  Due in 1999                                6.13                 450,000
  Due in 2000                                6.47                 450,000
  Due in 2001                                6.60                 450,000
  Thereafter                                 7.50               1,100,000

                                             6.73%             $3,300,000

     Advances from the Federal Home Loan Bank are secured under a
     blanket agreement which assigns all investment in Federal
     Home Loan Bank stock as well as mortgage loans equal to 150%
     of the outstanding advance balance to secure amounts
     borrowed.



<PAGE> 



(8)  NOTE PAYABLE

     The note payable is with an unaffiliated financial
     institution, bears variable interest at 2.25% over the 90
     day U.S. Treasury Bill Index (7.42% at December 31, 1996),
     matures on April5, 1997, and is secured by 19,994 shares of
     common stock of the Bank with a book value of approximately
     $9,265,000 at December 31, 1996.  The weighted average
     interest rate paid on the note payable for 1996 was 7.62%.

(9)  RESERVE REQUIREMENTS AND COMPENSATING BALANCES

     The Federal Reserve Bank required the Bank to maintain a
     balance of $859,000 at December31, 1996.  Compensating
     balances held at correspondent banks were $1,870,242 at
     December 31, 1996.  The Bank maintains such compensating
     balances with correspondent banks to offset charges for
     services rendered by those banks.




(10) INCOME TAXES

     The composition of income tax expense for 1996 is as
     follows:

     Current                                      $449,631
     Deferred                                      (26,318)
     Total provision for income taxes             $423,313

     Applicable income taxes for financial reporting purposes
     differ from the amount computed by applying the statutory
     federal income tax rate of 34% for the reasons noted in the
     table below:

     Tax at statutory federal income tax rate           $541,720
     Decrease in tax resulting from tax-exempt
          income                                        (119,294)
     Amortization of nondeductible goodwill                7,553
     Other, net                                           (6,666)
     
                                                        $423,313



<PAGE> 



     The components of deferred tax assets and deferred tax
     liabilities at December 31, 1996 is as follows:

     Deferred tax assets:
          Allowance for loan losses                    $259,385
          Premises and equipment                          8,679
          Unearned loan fees                             21,174

     Total deferred tax assets                          289,238

     Deferred tax liabilities:
          Available-for-sale securities                  51,120
          Federal Home Loan Bank stock dividends         18,268
          Other                                          27,265

     Total deferred tax liabilities                      96,653

     Net deferred tax asset                            $192,585

     The ultimate realization of deferred tax assets is dependent
     upon the generation of future taxable income during the
     periods in which those temporary differences become
     deductible.  Management considers the scheduled reversal of
     deferred tax liabilities, projected future taxable income,
     and tax planning strategies in making this assessment. 
     Based upon the level of historical taxable income and
     projections for future taxable income over the periods which
     the deferred tax assets are deductible, management believes
     it is more likely than not the Company will realize the
     benefits of these temporary differences at December 31, 1996
     and, therefore, has not established a valuation reserve.

(11) RETIREMENT PLAN

     The Bank has a profit sharing plan which covers all full-
     time employees.  Eligible employees may defer up to 8% of
     his or her salary each year.  The Bank is required to match
     1/3 of each employee's deferral.  In addition, a
     discretionary contribution of 5% of each employee's salary
     was made in 1996.  Contributions to the profit sharing plan
     for 1996 were $67,594.



<PAGE> 



(12) CONDENSED FINANCIAL INFORMATION OF PARENT COMPANY

     The condensed balance sheet as of December 31, 1996 and the
     related condensed schedules of income and cash flows for the
     year ended December 31, 1996 of the Company are as follows:

                     Condensed Balance Sheet

                              Assets

     Cash                                              $  148,207
     Investment in Bank                                 9,266,959
     Income taxes receivable                                7,220
     Goodwill                                              98,433
                                                       $9,520,819

               Liabilities and Stockholders' Equity

     Note payable                                       3,650,000
     Accrued interest payable                              65,450
     Stockholders' equity                               5,805,369

                                                       $9,520,819


<PAGE> 


                   Condensed Schedule of Income


Revenues:
     Dividends received from Bank                 $1,220,000
     Interest income on deposits                       2,493
Total revenues                                     1,222,493

Expenses:
     Interest expense on note payable                303,574
     Amortization of goodwill                          4,696
     Other                                           135,767
Total expenses                                       444,037

Income before income tax benefit and
     equity in undistributed income of Bank          778,456
Income tax benefit                                   144,447
Equity in undistributed income of Bank               247,078

Net income                                        $1,169,981

                 Condensed Schedule of Cash Flows

Cash flows from operating activities: 
     Net income                                   $1,169,981
     Adjustments to reconcile net income
          to net cash provided by operating 
          activities:
               Equity in undistributed 
                income of Bank                      (247,078)
               Amortization of goodwill                4,696
               Other, net                             (6,430)

Net cash provided by operating activities            921,169

Cash flows from financing activities:
     Payment of principal on note payable           (850,000)
     Proceeds from note payable                      500,000
     Purchase of common stock for treasury          (489,600)

Net cash used in financing activities               (839,600)
Net increase in cash                                  81,569
Cash at beginning of year                             66,638

Cash at end of year                                 $148,207
Supplemental information - income
     taxes received                                 $143,878



<PAGE> 



(13) DISCLOSURES ABOUT FINANCIAL INSTRUMENTS

     The Company is a party to financial instruments with off-
     balance-sheet risk in the normal course of business to meet
     the financing needs of its customers.  These financial
     instruments include commitments to extend credit and
     commercial and standby letters of credit.  Those instruments
     involve, to varying degrees, elements of credit and interest
     rate risk in excess of the amount recognized in the con-
     solidated balance sheet. 

     The Company's exposure to credit loss in the event of
     nonperformance by the other party to the financial
     instrument for commitments to extend credit and commercial
     and standby letters of credit is represented by the
     contractual amount of those instruments.  The Company uses
     the same credit policies in making commitments and
     conditional obligations as it does for on-balance-sheet
     instruments. 

     Off-balance-sheet financial instruments whose contractual
     amounts represent credit risk at December 31, 1996 are as
     follows: 

     Commitments to extend credit                 $7,247,000
     Standby letters of credit                       503,176

 Commitments to extend credit are agreements to lend to a
 customer as long as there is not a violation of any
 condition established in the contract.  Of the total
 commitments to extend credit at December31, 1996, $3,746,779
 represent fixed-rate loan commitments.  Commitments
 generally have fixed expiration dates or other termination
 clauses.  Since many of the commitments are expected to
 expire without being drawn upon, the total commitment
 amounts do not necessarily represent future cash require-
 ments.

 Standby and commercial letters of credit are conditional
 commitments issued by the Company to guarantee the
 performance of a customer to a third party.  The credit risk
 involved in issuing letters of credit is essentially the
 same as that involved in extending loan facilities to
 customers.

 The Company evaluates each customer's creditworthiness on a
 case-by-case basis.  The amount of collateral obtained if
 deemed necessary by the Company upon extension of credit is
 based on management's credit evaluation of the counterparty. 
 Collateral held varies but may include accounts receivable;
 inventory; property, plant, and equipment; and income-
 producing commercial properties.



 <PAGE> 



 A summary of the carrying amounts and fair values of the
 Company's financial instruments at December 31, 1996 is as
 follows:

                                               Carrying         Fair
                                                 amount         value

 Assets:
   Loans                                    $72,886,634        73,473,000
   Investments in debt and 
     equity securities                       39,592,651        39,736,407
   Federal funds sold                         5,975,000         5,975,000
   Cash and due from banks                    5,540,143         5,540,143
   Interest-bearing deposits                    461,197           461,197
   Accrued interest receivable                1,221,443         1,221,443
                                           $125,677,068       126,407,190

 Liabilities:
   Deposits: 
    Demand                                  $12,531,944        12,531,944
    NOW                                      24,183,182        24,183,182
    Money market                              3,638,899         3,638,899
    Savings                                   9,451,013         9,451,013
    Time                                     63,745,200        64,249,000
   Advances from the Federal 
     Home Loan Bank                           3,300,000         3,362,674
   Note payable                               3,650,000         3,650,000
   Accrued interest payable                   1,016,400         1,016,400
                                           $121,516,638       122,083,112

 The following methods and assumptions were used to estimate
 the fair value of each class of financial instruments for
 which it is practicable to estimate such value:

      LOANS

 Fair values are estimated for portfolios of loans with
 similar financial characteristics.  Loans are segregated by
 type, such as real estate, commercial, agriculture,
 installment, and other consumer.  Each loan category is
 further segmented into fixed and adjustable interest rate
 terms and by performing and nonperforming categories.



<PAGE> 



 The fair value of performing loans is calculated by
 discounting scheduled cash flows through estimated maturity
 using estimated market discount rates that reflect the
 credit and interest rate risk inherent in the loan.  The
 estimate of maturity is based on the Company's historical
 experience with repayments for each loan classification,
 modified, as required, by an estimate of the effect of
 current economic and lending conditions.

 The fair value for significant nonperforming loans is based
 on recent external appraisals.  If appraisals are not
 available, estimated cash flows are discounted using a rate
 commensurate with the risk associated with the estimated
 cash flows.  Assumptions regarding credit risk, cash flows,
 and discount rates are judgmentally determined using
 available market and specific borrower information.

      INVESTMENTS IN DEBT AND EQUITY SECURITIES

 Fair values are based on quoted market prices or dealer
 quotes.
 
      FEDERAL FUNDS SOLD, CASH AND DUE FROM BANKS, AND
      INTEREST-BEARING DEPOSITS

 For federal funds sold, cash and due from banks, and
 interest-bearing deposits, the carrying amount is a
 reasonable estimate of fair value, as such instruments
 reprice in a short time period.
 
      ACCRUED INTEREST RECEIVABLE AND ACCRUED INTEREST
      PAYABLE

 For accrued interest receivable and accrued interest
 payable, the carrying amount is a reasonable estimate of
 fair value because of the short maturity for these financial
 instruments.

      DEPOSITS

 The fair value of deposits with no stated maturity, such as
 demand, NOW accounts, money market, and savings, is equal to
 the amount payable on demand.  The fair value of time
 deposits is based on the discounted value of contractual
 cash flows.  The discount rate is estimated using the rates
 currently offered for deposits of similar remaining
 maturities.

      ADVANCES FROM THE FEDERAL HOME LOAN BANK

 The fair value of advances from the Federal Home Loan Bank
 is based on the discounted value of contractual cash flows. 
 The discount rate is estimated using the rates currently
 offered on advances from the Federal Home Loan Bank of
 similar remaining maturities.

      NOTE PAYABLE

 For the note payable, the carrying amount is a reasonable
 estimate of fair value, as such instrument reprices in a
 short time period.

      COMMITMENTS TO EXTEND CREDIT AND STANDBY LETTERS OF
      CREDIT

 The fair value of commitments to extend credit and standby
 letters of credit are estimated using the fees currently
 charged to enter into similar agreements, taking into
 account the remaining terms of the agreements, the
 likelihood of the counterparties drawing on such financial
 instruments, and the present creditworthiness of such
 counterparties.  The Company believes such commitments have
 been made on terms which are competitive in the markets in
 which it operates.



<PAGE> 



 The fair value estimates provided are made at a point in
 time based on market information and information about the
 financial instruments.  Because no market exists for a
 portion of the Company's financial instruments, fair value
 estimates are based on judgments regarding future expected
 loss experience, current economic conditions, risk
 characteristics of various financial instruments, and other
 factors.  These estimates are subjective in nature and in-
 volve uncertainties and matters of significant judgment and,
 therefore, cannot be determined with precision.  Changes in
 assumptions could significantly affect the fair value
 estimates. 

(14)  LITIGATION

 Various legal claims have arisen in the normal course of
 business, which, in the opinion of management of the
 Company, will not result in any material liability to the
 Company.

(15)  SALE OF THE COMPANY

 On July 9, 1997, the Company's Board of Directors approved
 an acquisition agreement whereby Exchange National
 Bancshares, Inc. (Exchange), a one-bank holding company in
 Jefferson City, Missouri, will acquire for cash and seller
 notes, 100% of the outstanding shares of common stock of the
 Company.  At June 30, 1997, the consolidated total assets
 and stockholders' equity of Exchange was $293.3 million and
 $42.0 million, respectively.  The sale of the Company is
 expected to close in the fourth quarter of 1997.  The
 acquisition agreement rescinds all existing stockholder
 agreements.

<PAGE>

           UNION STATE BANCSHARES, INC. AND SUBSIDIARY

              Condensed Consolidated Balance Sheets

       September 30, 1997 and December 31, 1996 (unaudited)
_________________________________________________________________
                                               September 30,    December 31,
     Assets                                       1997             1996
_________________________________________________________________
Loans, net of allowance for loan 
  losses of $1,307,386 and 1,284,040 
  at September 30, 1997 and 
  December 31, 1996, respectively                 74,312,288     72,886,634
Investments in debt and equity 
securities:
  Available for sale                              33,461,206     29,513,185
  Held to maturity                                 7,919,000     10,079,466
_________________________________________________________________
Total investments in debt and 
equity securities                                $41,380,206    $39,592,651
_________________________________________________________________
Federal funds sold                                 9,325,000      5,975,000
Cash and due from banks                            4,702,626      5,540,143
Interest-bearing deposits                            189,323        461,197
Premises and equipment                             1,219,111      1,205,543
Accrued interest receivable                        1,452,018      1,221,443
Deferred income taxes, net                            94,805        192,585
Goodwill                                             192,546        209,209
Other assets                                          91,895        160,819
_________________________________________________________________
                                                $132,959,818   $127,445,224
_________________________________________________________________
     LIABILITIES AND STOCKHOLDERS' EQUITY
_________________________________________________________________
Deposits:
  Demand 12,192,168                               12,531,944
  NOW    26,329,564                               24,183,182
  Money market                                     4,297,691      3,638,899
  Savings                                         10,037,806      9,451,013
  Time deposits $100,000 and over                 13,631,000     10,794,958
  Other time deposits                             51,981,136     52,950,242
_________________________________________________________________
Total deposits                                  $118,469,365   $113,550,238
_________________________________________________________________
Advances from the Federal Home 
  Loan Bank                                        3,100,000      3,300,000
Note payable                                       3,175,000      3,650,000
Accrued interest payable                           1,100,113      1,016,400
Other liabilities                                     95,463        123,217

_________________________________________________________________
Total liabilities                               $125,939,941   $121,639,855
_________________________________________________________________
Commitments and contingent liabilities
Stockholders' equity:
  Common stock - $10 par value;
  3,000 shares authorized,
  887.375 shares issued,
  and 556.875 shares outstanding                       8,874          8,874
  Surplus                                          1,464,663      1,464,663
  Undivided profits                               10,665,619      9,644,660
  Treasury stock, at cost - 
     330.5 shares                                (5,399,869)    (5,399,869)
  Unrealized holding gains on 
     investments in debt and equity 
     securities available for sale                   280,590         87,041
_________________________________________________________________
Total stockholders' equity                    $    7,019,877 $    5,805,369
_________________________________________________________________
                                                $132,959,818   $127,445,224
_________________________________________________________________
See accompanying notes to condensed consolidated financial
statements.



<PAGE>


           UNION STATE BANCSHARES, INC. AND SUBSIDIARY

           Condensed Consolidated Statements of Income

    Nine months ended September 30, 1997 and 1996 (unaudited)

                                               Nine months ended September 30
                                                     1997            1996  

Interest income: 
  Interest and fees on loans                       4,857,966      4,597,329
  Interest and dividends on 
     investments in debt
     and equity securities:
      Taxable                                      1,706,854      1,664,166
      Exempt from federal income tax                 293,000        279,000
  Interest on federal funds sold                     289,893        235,985
  Interest on interest-bearing deposits                7,132          7,486

                                                  $ ,154,845     $6,783,966
Interest expense:
  Interest on:
     NOW accounts                                    438,720        371,877
     Money market                                     63,799         67,610
     Savings accounts                                227,245        210,563
     Time deposit accounts 
      $100,000 and over                              488,056        396,421
     Other time deposits                             210,755      2,228,443
     Advances from the Federal 
      Home Loan Bank                                 159,312        169,562
     Note payable                                    190,495        234,339

                                                  $3,778,382     $3,678,815

  Net interest income                              3,376,463      3,105,151
  Provision for loan losses                           45,000         67,500
  Net interest income after 
     provision for loan losses                     3,331,463      3,037,651

Noninterest income:
  Service charges on deposit accounts                261,973        250,284
  Trust fees                                          31,304         29,438
  Other                                              106,280         54,945

                                                 $   399,557    $   334,667
Noninterest expense: 
  Salaries, wages, and employee 
     benefits                                        994,360        907,981
  Occupancy expense                                  135,700        131,198
  Furniture and equipment expense                     99,807         98,430
  Data processing                                    134,170        132,269
  FDIC insurance assessment                            3,065          1,500
  Office supplies                                     64,902         59,821
  Advertising and promotion                           30,783         29,671
  Postage and freight                                 47,621         47,886
  Management fees                                    346,950        225,000
  Other                                              477,600        437,374

                                                  $2,334,958     $2,071,130

Income before income taxes                         1,396,062      1,301,188
Income taxes                                         375,103        410,461

Net income                                        $1,020,959     $  890,727

Earnings per share                                $    1,833     $    1,571

See accompanying notes to condensed consolidated financial
statements.



<PAGE>


           UNION STATE BANCSHARES, INC. AND SUBSIDIARY

         Condensed Consolidated Statements of Cash Flows

    Nine months ended September 30, 1997 and 1996 (unaudited)

                                              Nine months ended September 30,
                                                     1997            1996  

Cash flows from operating activities:
  Net income                                       1,020,959        890,727
  Adjustments to reconcile net 
     income to net cash provided by 
     operating activities:
      Provision for loan losses                       45,000         67,500
      Depreciation expense                           171,900        179,575
      Net amortization of debt 
         securities premiums
          and discounts                                7,901         11,908
      Amortization of goodwill                        16,662         16,662
      Increase in accrued interest 
         receivable                                (230,575)       (37,096)
      Decrease in other assets                        68,924          5,862
      Increase in accrued interest payable            83,713         16,570
      Decrease in other liabilities                 (27,754)      (111,862)
      Other, net                                     152,842          2,476

Net cash provided by operating 
  activities                                       1,309,572      1,042,322

Cash flows from investing activities:
  Net increase in loans                          (1,596,722)    (2,676,126)
  Purchases of debt and equity 
     securities available for sale              (12,026,948)   (11,800,435)
  Proceeds from maturities of debt 
     securities:
     Available for sale                            8,229,501      4,731,565
     Held to maturity                              2,144,419      3,479,294
  Proceeds from sales of debt 
     securities available for sale                                  498,203
  Purchases of premises and equipment              (177,968)      (249,617)
  Proceeds from sales of premises 
     and equipment                                                    6,095
  Proceeds from sales of other 
     real estate                                     114,628        181,739

Net cash used in investing activities            (3,313,090)    (5,829,282)

Cash flows from financing activities:
  Net decrease in demand deposits                  (339,776)      (876,755)
  Net increase in interest-bearing 
     transaction accounts                          3,391,967      2,934,217
  Net increase in time deposits                    1,866,936      1,757,296
  Principal payments on advances 
     from the Federal Home Loan Bank               (200,000)      (200,000)
  Proceeds from note payable                                        500,000
  Principal payments on note payable               (475,000)      (675,000)
  Purchase of common stock for treasury                           (490,200)

Net cash provided by financing 
  activities                                       4,244,127      2,949,558

Net increase (decrease) in cash and 
  cash equivalents                                 2,240,609    (1,837,402)

Cash and cash equivalents, 
  beginning of period                             11,976,340     11,148,956

Cash and cash equivalents, 
  end of period                                   14,216,949      9,311,554

Supplemental information:
  Cash payments for interest                       3,694,669      3,662,245
  Cash payments for income taxes                                    368,062
  Loans transferred to other real estate             126,068               

See accompanying notes to condensed consolidated financial
statements.


<PAGE>


           UNION STATE BANCSHARES, INC. AND SUBSIDIARY

       Notes to Condensed Consolidated Financial Statements

    Nine months ended September 30, 1997 and 1996 (Unaudited)



Note 1:   Union State Bancshares, Inc. (the Company), through its
          wholly owned subsidiary, Union State Bank & Trust of
          Clinton, provides a full range of banking services to
          individuals and corporate customers located in Clinton,
          Missouri and the surrounding communities.

Note 2:   Earnings per share of common stock is computed by
          dividing net income by the weighted average number of
          common shares outstanding for the period.  The weighted
          average number of common shares outstanding were
          556.875 and 566.875 for the nine months ended September
          30, 1997 and 1996, respectively.

Note 3:   The accompanying condensed consolidated financial
          statements include all adjustments which, in the
          opinion of management, are necessary in order to make
          those statements not misleading.  Operating results for
          the nine months ended September 30, 1997 are not
          necessary indicative of the results that may be
          expected for the year ending December 31, 1997.  It is
          suggested that these condensed consolidated financial
          statements be read in conjunction with the Company's
          audited consolidated financial statements as of and for
          the year ended December 31, 1996.

Note 4:   On November 3, 1997, the Company was acquired for cash
          and seller notes by Exchange National Bancshares, Inc.
          (Exchange), a one-bank holding company located in
          Jefferson City, Missouri.  At September 30, 1997, the
          consolidated total assets and stockholders' equity of
          Exchange was $301.6 million and $42.7 million,
          respectively.


<PAGE>



                          EXHIBIT INDEX


2.1       Acquisition Agreement, dated as of July 11, 1997, as
          amended August 25, 1997, by and among the Registrant,
          ENBUSB, the Bank, USB and certain shareholders of USB.

2.2       Merger Agreement, dated as of October 22, 1997 by and
          between USB and ENBUSB.

99.1      Press Release of Registrant, issued November 3, 1997.