<PAGE>

                QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                  OF THE SECURITIES EXCHANGE ACT OF 1934


                              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 period ended June 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 0-20255

             I.R.S. Employer Identification Number 34-1692031

                     Mahoning National Bancorp, Inc.

                          (an Ohio Corporation)
                             23 Federal Plaza
                       Youngstown, Ohio  44501-0479
                        Telephone:  (330) 742-7000

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 such 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 issuers classes of
common stock, as of the latest practicable date: 6,300,000 shares of the
Company's Common Stock (No par value) were outstanding as of  July 31, 1998


<PAGE>




                     MAHONING NATIONAL BANCORP, INC.
                                  INDEX

<TABLE>
<CAPTION>

                                                                     Page Number
                                                                     -----------
<S>                                                                  <C>
PART I - FINANCIAL INFORMATION
     Item 1 - Financial Statements
     Consolidated Balance Sheet (unaudited) -
     June 30, 1998 and
     December 31, 1997                                                     3

     Consolidated Statements of Income -
     Six Months Ended June 30, 1998
     and 1997 (unaudited)                                                  4

     Consolidated Statements of Comprehensive Income -
     Six Months Ended June 30, 1998 and 1997
     (unaudited)                                                           5

     Condensed Consolidated Statement of Cash Flows -
     Six Months Ended June 30, 1998 and 1997
     (unaudited)                                                           6

     Notes to Consolidated Financial Statements                        7 - 8

     Item 2 - Management Discussion and Analysis
     of Operations and Liquidity and Capital Resources                9 - 20

     Item 3 - Summary of Average Balances and Interest Rates              21

PART II - OTHER INFORMATION                                               22

     Exhibit Number 27 - Financial Data Schedule


SIGNATURES                                                                23

</TABLE>

<PAGE>


                                    PART I
                             FINANCIAL INFORMATION

                        MAHONING NATIONAL BANCORP INC.
                     CONSOLIDATED STATEMENTS OF CONDITION
                                  (UNAUDITED)

<TABLE>
<CAPTION>

(Amounts in thousands)
                                                             JUNE 30,     DECEMBER 31,
                                                               1998           1997
                                                           ------------   ------------
<S>                                                          <C>          <C>
ASSETS
Cash and due from banks                                        $28,735        $29,143
Federal funds sold                                                 -            8,800
Investment securities available for sale - at fair value       217,724        189,578
Investment securities held to maturity - at cost
  (Market value $35,015 at June 30, 1998
  and $61,248 at December 31, 1997)                             34,925         61,178
Loans                                                          507,315        492,487
  Less allowance for possible loan losses                        7,548          7,524
                                                           ------------   ------------
        Net loans                                              499,767        484,963
Bank premises and equipment                                      8,729          8,653
Other assets                                                    14,767         14,551
                                                           ------------   ------------
        Total assets                                          $804,647       $796,866
                                                           ------------   ------------
                                                           ------------   ------------


LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
  Deposits
    Non-interest bearing                                       $77,669        $74,500
    Interest bearing
      Savings                                                  266,806        275,139
      Time                                                     193,868        195,472
                                                           ------------   ------------
        Total deposits                                         538,343        545,111
  Federal funds purchased and securities
    sold under agreement to repurchase                         142,159        146,245
  Short term borrowings                                         15,483         10,954
  Long term borrowings                                          12,677          3,151
  Other liabilities                                              4,990          4,826
                                                           ------------   ------------
        Total liabilities                                      713,652        710,287
                                                           ------------   ------------
STOCKHOLDERS' EQUITY
  Common stock (No par value, $1 stated value)
    Authorized 15,000,000 shares, Issued
    and Outstanding - 6,300,000 shares                           6,300          6,300
  Additional paid-in capital                                    44,100         44,100
  Retained earnings                                             39,332         35,221
  Unrealized gain (loss) on investment securities
    available for sale, net of deferred taxes                    1,263            958
                                                           ------------   ------------
        Total stockholders' equity                              90,995         86,579
                                                           ------------   ------------
        Total liabilities and
          stockholders' equity                                $804,647       $796,866
                                                           ------------   ------------
                                                           ------------   ------------
</TABLE>

See Notes to Consolidated Financial Statements


<PAGE>


                        MAHONING NATIONAL BANCORP INC.
                       CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
                                                    FOR THE THREE   FOR THE THREE    FOR THE SIX    FOR THE SIX
                                                     MONTHS ENDED    MONTHS ENDED   MONTHS ENDED    MONTHS ENDED
(Amounts in thousands, except per share data)       JUNE 30, 1998   JUNE 30, 1997   JUNE 30, 1998   JUNE 30, 1997
                                                     (UNAUDITED)     (UNAUDITED)     (UNAUDITED)     (UNAUDITED)
                                                    -------------   -------------   -------------   -------------
<S>                                                 <C>             <C>             <C>             <C>
INTEREST INCOME
  Interest and fees on loans                              $10,853         $10,946         $21,745         $21,595
  Interest on investment securities
    Taxable                                                 3,344           3,215           6,620           6,333
    Nontaxable                                                290             265             563             508
  Interest on federal funds sold                              239             128             304             306
                                                    -------------   -------------   -------------   -------------
                                                           14,726          14,554          29,232          28,742
INTEREST EXPENSE 
  Interest on deposits                                      3,953           4,234           7,965           8,454
  Interest on federal funds purchased and
    securities sold under agreement to repurchase           1,551           1,570           3,235           3,059
  Interest on short term borrowings                           122             128             202             226
  Interest on long term borrowings                            167              51             229             105
                                                    -------------   -------------   -------------   -------------
                                                            5,793           5,983          11,631          11,844
                                                    -------------   -------------   -------------   -------------
         Net interest income                                8,933           8,571          17,601          16,898
PROVISION FOR LOAN LOSSES                                     726             725           1,452           1,525
                                                    -------------   -------------   -------------   -------------
         Net interest income after
           provision for loan losses                        8,207           7,846          16,149          15,373

OTHER OPERATING REVENUE
  Trust department income                                     787             787           1,575           1,497
  Service charges on deposit accounts                       1,067           1,019           2,076           2,014
  Other service charges                                       201             204             389             395
  Other revenue                                                72              66             138             135
  Gain on sale of loans                                       126               9             140               9
  Gain on sale of investment securities 
    available for sale                                        -               -                 -             178
                                                    -------------   -------------   -------------   -------------
                                                            2,253           2,085           4,318           4,228
                                                    -------------   -------------   -------------   -------------
OTHER OPERATING EXPENSE
  Salaries and employee benefits                            2,671           2,741           5,505           5,445
  Expenses of premises and fixed assets                       731             704           1,451           1,506
  Other expense                                             1,849           1,666           3,484           3,185
                                                    -------------   -------------   -------------   -------------
                                                            5,251           5,111          10,440          10,136
                                                    -------------   -------------   -------------   -------------
         Income before income taxes                         5,209           4,820          10,027           9,465
INCOME TAX EXPENSE                                          1,703           1,568           3,269           3,080
                                                    -------------   -------------   -------------   -------------
         NET INCOME                                        $3,506          $3,252          $6,758          $6,385
                                                    -------------   -------------   -------------   -------------
                                                    -------------   -------------   -------------   -------------
EARNINGS PER COMMON SHARE                                   $0.55           $0.51           $1.07           $1.01

DIVIDENDS PER SHARE                                         $0.21           $0.16           $0.42           $0.32

</TABLE>

See Notes to Consolidated Financial Statements


<PAGE>



                         MAHONING NATIONAL BANCORP INC
                CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

<TABLE>
<CAPTION>
                                                    FOR THE THREE   FOR THE THREE    FOR THE SIX    FOR THE SIX
                                                     MONTHS ENDED    MONTHS ENDED    MONTHS ENDED   MONTHS ENDED
(Amounts in thousands, except per share data)       JUNE 30, 1998   JUNE 30, 1997    JUNE 30, 1998  JUNE 30, 1997
                                                     (UNAUDITED)     (UNAUDITED)      (UNAUDITED)    (UNAUDITED)
                                                    -------------   -------------    -------------  -------------
<S>                                                 <C>            <C>               <C>            <C>
Net Income                                               $  3,506       $  3,252          $  6,758      $  6,385
                                                    -------------   -------------    -------------  -------------
Other comprehensive income, before tax:
    Unrealized holding gains (losses) arising
      during period                                           434          1,683               469          (334)
    Less: reclassification adjustment for gains
      (losses) included in net income                       -              -                 -               178
                                                    -------------   ------------     -------------  ------------
Other comprehensive income, before tax                        434          1,683               469          (512)
Income tax expense (benefit) related to
  items of other comprehensive income                         152            589               164          (179)
                                                    -------------   ------------     -------------  -------------
Comprehensive income                                     $  3,788       $  4,346          $  7,063      $  6,052
                                                    -------------   ------------     -------------  -------------
                                                    -------------   ------------     -------------  -------------

Comprehensive income per common share                    $   0.60       $   0.69          $   1.12      $   0.96
                                                    -------------   ------------     -------------   ------------
                                                    -------------   ------------     -------------   ------------

</TABLE>

See Notes to Consolidated Financial Statements


<PAGE>


                        MAHONING NATIONAL BANCORP INC.
                CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
                                                             SIX MONTHS     SIX MONTHS
                                                                ENDED          ENDED
(Amounts in thousands)                                      JUNE 30, 1998  JUNE 30, 1997
                                                             (UNAUDITED)     (UNAUDITED)
                                                            -------------  -------------
<S>                                                         <C>            <C>
Cash flows from operating activities                            $   9,256      $   6,926

Cash flows from investing activities
  Proceeds from maturities of investment securities
    available for sale                                             10,859         10,172
  Proceeds from maturities of investment securities
     held to maturity                                              26,315         13,735
  Sale of investment securities available for sale                      0         20,075
  Purchase of investment securities available for sale            (38,532)       (49,286)
  Purchase of investment securities held to maturity                 -               -
  Net increase in loans                                           (17,013)       (15,095)
  Net decrease in federal funds sold                                8,800         19,500
  Capital expenditures                                               (646)          (262)
                                                               -----------    ----------
       Net cash (used in) provided by investing
         activities                                               (10,217)        (1,161)



Cash flows from financing activities
  Net (decrease) increase in deposits                              (6,769)            74
  Net decrease in federal funds purchased and
    securities sold under agreement to repurchase                  (4,086)        (6,608)
  Net increase in short term borrowings                             4,528          4,765
  Proceeds from long term borrowings                               10,000            -
  Payments on long term borrowings                                   (474)          (451)
  Dividends paid                                                   (2,646)        (2,016)
                                                               -----------    ----------
        Net cash provided by (used in) financing activities           553         (4,236)

        Net (decrease) increase in cash and cash
           equivalents                                               (408)         1,529
Cash and cash equivalents at beginning of year                     29,143         29,257
                                                               -----------    ----------
Cash and cash equivalents at end of six months                  $  28,735      $  30,786
                                                               -----------    ----------
                                                               -----------    ----------
Supplemental disclosures of cash flow information:
  Cash paid during the first six months for:
    Interest                                                    $  11,774      $  11,735
                                                               -----------    ----------
                                                               -----------    ----------
    Income Taxes                                                $   3,222      $   2,874
                                                               -----------    ----------
                                                               -----------    ----------
  Non-cash transactions:
    Transfer from loans to other real estate owned              $      40      $    107
                                                               -----------    ----------
                                                               -----------    ----------
</TABLE>

See Notes to Consolidated Financial Statements


<PAGE>


                        MAHONING NATIONAL BANCORP, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE A - BASIS OF PRESENTATION

The financial information presented is prepared in accordance with generally
accepted accounting principles and general policies within the financial
service industry.  The financial information included herein  has been prepared
by management without audit by independent certified public accountants who do
not express an opinion thereon.  All significant intercompany balances and
transaction have been eliminated and the information furnished includes all
adjustments consisting of normal recurring accrual adjustments which are in the
opinion of management, necessary for a fair presentation of results for the
interim period.  The results of the interim financial information presented are
not necessarily indicative of the results of operations for the full calendar
year ending December 31, 1998.

NOTE B - STATEMENT OF FINANCIAL ACCOUNTING STANDARDS NO. 128
       - EARNING PER SHARE

In March 1997, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standard (SFAS) No. 128, "Earnings Per Share" which is
effective for financial statements for periods ending after December 15, 1997,
including interim periods.  SFAS No. 128 simplifies the calculation of earnings
per share (EPS) by replacing primary EPS with basic EPS.  It also requires dual
presentation of basic EPS and diluted EPS for entities with complex capital
structures.  Basic EPS includes no dilution and is computed by dividing income
available to common shareholders by the weighted-average common shares
outstanding for the period.  Diluted EPS reflects the potential dilution of
securities that could share in earnings such as stock options, warrants or
other common stock equivalents.  Since the Company had no stock options,
warrants or other common stock equivalents basic EPS and diluted EPS were the
same in each period presented.

NOTE C - STATEMENT OF FINANCIAL ACCOUNTING STANDARDS NO. 130
       - REPORTING COMPREHENSIVE INCOME

In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive Income."
SFAS 130 establishes standards for reporting and display of comprehensive
income and its components (revenues, expenses, gains and losses) in a full set
of general-purpose financial statements.  SFAS No. 130 requires that all items
that are required to be recognized under accounting standards as components of
comprehensive income be reported in a financial statement that is displayed
with the same prominence as other financial statements.  It does not require a
specific format for that financial statement but requires that an enterprise
display an amount representing total comprehensive income for the period in
that financial statement.


<PAGE>


SFAS No. 130 requires that an enterprise (a) classify items of other
comprehensive income by their nature in a financial statement and (b) display
the accumulated balance of other comprehensive income separately from retained
earnings and additional paid-in capital in the equity section of a statement of
financial position.  SFAS No. 130 is effective for fiscal years beginning after
December 15, 1997.  Reclassification of financial statements for earlier
periods provided for comparative purposes is required.  The consolidated
Statements of Comprehensive Income for six months ended June 30, 1998 and 1997
are included in this form 10-Q on page 5.

NOTE D - STATEMENT OF FINANCIAL ACCOUNTING STANDARDS NO. 131
       - DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION

In June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information."  This Statement significantly changes the
way that public business enterprises report information about operating
segments in annual financial statements and requires that those enterprises
report selected information about reportable segments in interim financial
reports issued to shareholders.  It also establishes standards for related
disclosures about products and services, geographic areas and major customers.
SFAS No. 131 uses a "management approach" to disclose financial and descriptive
information about an enterprise's reportable operating segments which is based
on reporting information the way that management organizes the segments within
the enterprise for making operating decisions and assessing performance.  For
many enterprises, the management approach will likely result in more segments
being reported.  In addition, the Statement requires significantly more
information to be disclosed for each reportable segment than is presently being
reported in annual financial statements.  The Statement also requires that
selected information be reported in interim financial statements.  SFAS No. 131
is effective for financial statement disclosure for the year ended December 31,
1998.  At this time, the Company does not anticipate additional segment
reporting will be required.


<PAGE>


               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS

EARNINGS REVIEW

     Net income for the first six months of 1998 amounted to $6.758 million or
$1.07 per share.  This represents an increase of 6% over net income earned
during the same period in 1997 ($6.385 million or $1.01 per share).  Mahoning
National Bancorp, Inc.'s, (the Company) net income for the current quarter
increased 8% to $3.506 million or $0.55 per share from $3.252 million or $0.51
per share for the same quarter in 1997.

The primary component of earnings is net interest income.  Net interest income
for the first six months of 1998 was $17.601 million compared with $16.898
million or a 4% increase from the comparable period in 1997.  Net interest
income for the current quarter increased 4% over the comparable period of 1997
($8.933 million from $8.571 million).

The average balance of investment securities, at carrying value, increased
$12.701 million for the first six months of 1998 compared to 1997.  This
increase in average investment security balances accounted for approximately
$360 thousand in additional tax effective interest income in the first six
months of 1998 compared to the same period in 1997.

Interest and fees on loans increased $150 thousand in the first six months of
1998 compared to the first six months of 1997.  For the three months ended June
30, 1998, interest and fees on loans were down less than 1% as a result of
reduced loan fees compared to the same period in 1997.  Average loan balances
increased $7.758 million for the first six months of 1998 compared to 1997;
$495.456 million compared to $487.698 million.  The increase in average loan
balances for the first six months of 1998 accounted for approximately $346
thousand in additional tax effective interest income on loans.  This increase
was partially offset by a reduction in tax effective interest income of
approximately $218 thousand due to a nine (9) basis point reduction in loan
yields.

Interest expense decreased $190 thousand for the three months ended June 30,
1998 and $213 thousand for the six months ended June 30, 1998, compared to the
same time periods in 1997.  This decrease can be attributed to a twelve (12)
basis point reduction in the cost of funds which reduced the Company's interest
expense by approximately $439 thousand.  This reduction was partially offset by
a $6.713 million increase in the average balances of interest bearing
liabilities, in the first six months of 1998, which accounted for approximately
$226 thousand in additional interest expense.

The average balance of securities sold under agreement to repurchase totaled
$136.695 million for the first six months of 1998, a $10.885 million increase
over the same period of 1997, average balance of $125.810 million.  This
increase, in the average balance of securities sold under agreement to
repurchase, accounted for $251 thousand of the additional $226 thousand of
interest expense due to volume increases, with volume decreases in other
interest bearing liabilities accounting for the difference.  The Company
expects funding costs to remain below 1997 levels throughout the remainder of
1998 as the impact of a 25 basis point reduction in the savings rate early in
the first quarter of 1998


<PAGE>


and a reduction in the interest bearing checking rates late in the second 
quarter, continue to positively impact 1998 earnings. In addition, time 
deposit costs for 1998 are currently lower than 1997 costs and should remain 
below 1997 levels throughout the year as maturing certificates reprice at 
lower rates.  It is the Company's intent to offer competitive rates on those 
time deposit maturities that the Asset Liability Committee (ALCO) determines 
appropriate.  The ALCO will base their decisions on the Company's balance 
sheet structure, interest rate forecasts and alternative funding costs.  
Based on projected loan balances, forecast for the remainder of 1998, the 
Company does not expect to aggressively price its time deposits.  For a 
detailed analysis of the Company's net interest margin, on a tax equivalent 
basis, refer to the Summary of Average Balances and Interest Rates; Item 3 of 
this report on page 21.

In late March 1997 the Federal Reserve Bank increased the discount rate and
Mahoning National increased its prime lending rate by 25 basis points to 8.50%
where it has remained for the past fifteen months.  The net interest margin for
the first six months of 1998 was 4.82%, a seven (7) basis point increase from
the 4.75% net interest margin in the first six months of 1997.

The Company's primary market risk exposure is interest rate risk.  As part of
its effort to monitor and manage interest rate risk the Company uses simulation
analysis and net present value analysis.  The simulation analysis monitors
interest rate risk through the impact changes in interest rates can have on net
income.  At June 30, 1998, the Company analyzed the effect of a presumed 100
and 200 basis point increase and decrease in interest rates through its
simulation analysis.  The results indicated no significant impact on net
interest income for 1998, and were within the five percent (5%) of net interest
income guidelines established by the Company.  While the results of the
simulation indicated no significant impact on net interest income over the next
twelve months, they did indicate the Company to be negatively impacted by
rising interest rates and positively impacted by falling interest rates due to
the liability sensitive nature of the balance sheet.

The net present valve (NPV) analysis is used to measure the Company's interest
rate risk by computing estimated changes in NPV of its cash flows from assets,
liabilities and off-balance sheet items in the event of a range of assumed
changes in market interest rates.  NPV represents the market value of equity
and is equal to the market value of assets minus the market value of
liabilities, with adjustments made for off-balance sheet items.  This analysis
assesses the risk of loss in market risk sensitive instruments in the event of
a sudden and sustained 100 to 200 basis point increase or decrease in market
interest rates.  The Board of Directors has adopted  an interest rate risk
policy which establishes maximum changes in the NPV of 20% in the event of a
sudden and sustained 100 to 200 basis point increase or decrease in market
interest rates.  The following table presents the Company's projected change in
NPV for the various rate shock levels at June 30, 1998:


<PAGE>

<TABLE>
<CAPTION>

   Changes In
  Interest Rate        Change In       % Change    NPV of Equity/
  (basis points)     NPV of Equity      In NPV     NPV of Assets
  ---------------------------------------------------------------
<S>                  <C>               <C>         <C>
      (200)            $  18,865         20.73%         13.30%
      (100)               10,772         11.84          12.46
         0                 2,899          3.19          11.62
      +100                (4,762)        (5.23)         10.79
      +200               (12,219)       (13.43)          9.96

</TABLE>

While there were no significant changes from the analysis prepared December 
31, 1997, a sudden and sustained 200 basis point decrease in market interest 
rates would increase the NPV of equity 20.73%.  This increase, which is 
slightly above the 20% guideline established by the Board was deemed 
acceptable due to the small degree of variance and positive impact on equity. 
 At June 30, 1998, the NPV analysis indicated that a sudden and sustained 200 
basis point increase in interest rates would reduce equity by $12.219 million 
or 13.43% compared to an $8.819 million or 10.19% reduction at December 31, 
1997.  While the negative impact to equity was greater at June 30, 1998, 
compared to December 31, 1997, it is still well within the 20% guideline 
established by the Company and would result in a net present value of equity 
to net present value of total asset ratio of 9.96% which would still qualify  
the Company as well capitalized.

Other operating revenue for the first six months of 1998, exclusive of 
security transactions, was $4.318 million or a 7% increase over the first six 
months of 1997 total of $4.050 million.  Other operating revenue for the 
current quarter, exclusive of security transactions, was $2.253 million 
compared to $2.085 million for the same quarter of 1997, an 8% increase.  
Other operating revenue, exclusive of security transactions, as a percentage 
of average assets was 1.09% for the first six months of 1998 compared to 
1.06% for the same period in 1997.

The largest component of other operating revenue in the first six months of
1998 was service charges on deposit accounts which increased $62 thousand or 3%
over the first six months of 1997. Service charges on deposit accounts for the
current quarter increased by $48 thousand or 5% over the same period in 1997,
$1.067 million from $1.019 million. In the first six months of 1998, service
charges on deposit accounts as a percentage of average deposits increased to
 .77% from .74% for the same period in 1997. The Company annually reviews all
of its fee-based products and services for marketability and profitability.
Increases realized in the first six months of 1998 are the result of growth in
the number of retail checking accounts over the past ten months which coincided
with the introduction of two new package checking accounts.  Management expects
other operating revenue to continue to exceed 1997 levels, but the increases
will not be as significant as those realized in 1997.

Mahoning National Bank's Trust Department generated $1.575 million in other
revenue in the first six months of 1998, an increase of $78 thousand or 5% over
the $1.497 million earned in the same period of 1997.  The Trust Department
generated $787 thousand of operating income in the second quarter of both 1998
and 1997.  The year-to-date increase in Trust Department income can be
attributed to two factors; an influx of new trust


<PAGE>


accounts and market value based fees which increased due to the significant 
increase in account market values as a result of rises in the stock market 
over the past year.  At June 30, 1998, Trust Department Assets totaled 
$436.695 million with a market value of $676.344 million compared to $433.596 
million with a market value of $628.924 million at June 30, 1997.

In February 1997 the Company realized a $178 thousand gain when $20.075 million
of U.S. Government Securities were sold from the available for sale portfolio.
There were no security sales in the first six months of 1998.

Provision for loan losses for the first six months of 1998 amounted to $1.452
million compared to $1.525 million for the comparable period in 1997.  The
provision for the current quarter was $726 thousand compared to $725 thousand
for the same quarter of 1997.  This decrease is discussed in more detail under
the Provision For Loan Losses heading later in this discussion.

Other operating expense for the first six months increased $304 thousand or 
approximately 3% from the comparable period in 1997 to $10.440 million from 
$10.136 million.  For the current quarter other operating expense totaled 
$5.251 million compared to $5.111 in the same quarter of 1997.  As a 
percentage of average assets, other operating expense was 2.65% for the first 
six months of both 1998 and 1997.  The Company's efficiency ratio which 
measures non-interest expense as a percent of non-interest income plus net 
interest income on a fully tax equivalent basis declined 45 basis points from 
47.56% in 1997 to 47.11% in 1998.  This efficiency ratio would place the 
Company near the top of its peer group.

Salaries and employee benefits expense for the first six months of 1998 
increased $60 thousand or 1% but decreased $70 thousand or 3% for the most 
recent quarter when compared to the same period in 1997.  Salary expense 
alone increased $232 thousand or 5% for the first six months of 1998 and $130 
thousand for the current quarter when compared to the same periods in 1997. 
This increase can be attributed to annual merit salary adjustments which took 
effect January 1, 1998 and increases in various employee incentive programs. 
Health care expenses for the first six months of 1998 were $415 thousand 
compared to $387 thousand for the same period in 1997, an increase of $28 
thousand or 7%.  The number of full time equivalent employees decreased from 
394 at June 30, 1997 to 381 at June 30, 1998.

Expenses of premises and fixed assets for the first six months of 1998 
totaled $1.451 million, a 4% decrease ($55 thousand) from the same period in 
1997. Current quarter expense totaled $731 thousand, a 4% increase from the 
same quarter in 1997.

Other expenses increased $299 thousand in the first six months of 1998 to 
$3.484 million from $3.185 million for the same period of 1997, a 9% 
increase. For the second quarter of 1998, other expenses increased $183 
thousand from the same period in 1997.  The increase in other expenses was 
the result of: increased amortization and support of software purchased in 
1997 and 1998, expenses associated with other real estate owned, increased 
marketing expenses related to the promotion of loan and deposit products,


<PAGE>


increased business activity and general inflationary increases.  Other 
expenses for the remainder of 1998 are expected to exceed 1997 expenses by 
approximately 5% to 10%.

In early 1997, the Company began to address the Year 2000 issue, which covers 
the process of converting computer systems to identify the Year 2000.  A Year 
2000 committee was formed consisting of senior management and selected 
representatives from all areas of the Company.  The committee, identified all 
information technology and non-information technology applications and 
systems that could be impacted by the Year 2000 date change and identified 
any third party vendors that impact the daily operation of the Company.  
Those applications, systems and vendors that the Company identified as 
mission-critical were prioritized based on their potential impact to the 
ongoing operation of the Company.  An application, system or vendor is 
considered mission-critical if it is vital to the successful continuance of 
core business activity or is an application that interfaces with a 
mission-critical system. A project plan was developed based on the five (5) 
phases the Federal Financial Institutions Examination Council (FFIEC) had 
outlined to effectively manage Year 2000 issues.  The following are the five 
(5) phases as outlined by the FFIEC:  Awareness, Assessment, Renovation, 
Validation and Implementation.  At the end of June 1998, the Awareness and 
Assessment phases have been completed and documentation that supports the 
comprehensive Year 2000 project plan has been completed.  The Company is at 
various stages of Renovation, Validation and Implementation on those 
applications or systems identified as mission-critical to the Company.  The 
Company expects to complete the Renovation, Validation and Implementation 
phase on the majority of applications and systems identified as 
mission-critical by December 31, 1998, with the remainder completed by March 
31, 1999.  The Renovation phase includes the purchase or renovation or 
hardware and/or software to replace those items found to be non-compliant 
with Year 2000.

Remediation contingency plans have been developed and alternative vendors
identified for each issue listed as mission-critical.  These plans include
various dates, which if certain requirements have not been met by current
vendors to validate their Year 2000 readiness, will require a switch to an
alternative vendor identified as Year 2000 compliant.

While the Company currently has a "Disaster Recovery Plan" in place, it has not
completed a Year 2000 business resumption contingency plan.  This plan is being
developed and is expected to be completed by late in the fourth quarter of
1998.

The estimated cost for the Company's Year 2000 remediation project should
approximate $765 thousand.  These costs include:  various hardware and software
purchases and modifications, employee training, professional services and
additional employee man hours.  Through June 30, 1998, approximately $50
thousand has been expensed on Year 2000 remediation with the remaining expense
expected to occur over the next 24 months.  The Company has budgeted for the
expected expense of Year 2000 compliance and at this time the remaining expense
to address Year 2000 Renovation, Validation and Implementation issues are not
expected to materially impact future operating results.

An additional area under review by the Company is the Year 2000 risk arising
from relationships with three broad categories of customers:  funds takers
(borrowers), funds


<PAGE>


providers (depositors), and capital market/asset management counterparties 
(brokers).  The potential risks associated with these customers include 
increased credit, liquidity or counterparty trading risk when a customer 
encounters Year 2000 related problems.  The Company has implemented a due 
diligence process which will identify, assess and establish controls for Year 
2000 risk by customers.  This process will be completed by September 30, 
1998, with appropriate risk controls in place to manage and mitigate Year 
2000 customer risk.  Contingency plans are being developed to address each of 
the three categories of customer risk and will be completed by December 31, 
1998.

INCOME TAXES

Income tax expense for the first six months of 1998 amounted to $3.269 million
compared to $3.080 million for the same period in 1997.  Income tax expense for
1998 is being accrued at an effective rate of approximately 32.6%, which
compares to an effective tax rate of 32.2% for all of 1997.

The Statement of Condition includes approximately $1.717 million and $1.881
million of net deferred tax assets at June 30, 1998 and December 31, 1997
respectively.  It is management's belief that the Company has adequate taxable
income to realize the deferred tax asset and accordingly no valuation reserve
has been established.

The following annualized ratios reflect the earnings performance for the first
six months of 1998 compared to the same time period of 1997:

<TABLE>
<CAPTION>
                               For the six         For the six
                               months ended        months ended
                               June 30, 1998       June 30, 1997
                               -------------       -------------
<S>                            <S>                 <S>
Return on Average Assets            1.71%               1.67%
Return on Average Equity           15.27               16.30
Return on Earnings Assets
-Taxable Equivalent                 7.94                8.01
Interest Cost                       3.12                3.26
Net Interest margin                 4.82                4.75

</TABLE>

STATEMENTS OF CONDITION

As of June 30, 1998, total assets of the Company amounted to $804.647 
million, an increase from December 31, 1997, total assets of $796.866 
million.  Average assets for the first six months of 1998 amounted to 
$795.964 million compared to $772.242 million for the same period of 1997, a 
3% increase.  Through the first six months of 1998, total loans increased 
$14.828 million or 3% from year end and the investment portfolio increased 
$1.893 million or 1% in that same period.  The growth in earnings assets was 
primarily funded with a $9.526 million increase in long term borrowings and 
earnings retention, which were partially offset by a decline in deposits of 
$6.768 million.


<PAGE>


INVESTMENT PORTFOLIO

The deposits and other borrowings of the Company, in excess of required 
reserves and operating funds of the Mahoning National Bank of Youngstown, are 
invested in loans, investment securities and federal funds sold.  The 
objective of the investment portfolio is to combine liquidity, earnings, and 
safety of the investment in a prudent manner so as to protect the depositor, 
fulfill responsibility to borrowers and offer a favorable return to the 
stockholders.

At June 30, 1998, the investment portfolio totaled $252.649 million (which
included a $1.943 million unrealized gain on available for sale securities)
which was an increase of $1.893 million from December 31, 1997.

At June 30, 1998, the Company has classified investment securities with 
amortized cost and fair market value of $215.781 and $217.724 million 
respectively, or 86% of the portfolio as available for sale, with the 
remainder of the portfolio classified as held to maturity.  Those securities 
classified as available for sale will afford the Company's Asset/Liability 
Committee the necessary flexibility to manage the portfolio to meet liquidity 
needs that may arise.  The Company did not hold any on or off balance sheet 
derivatives during 1997, and does not expect to in 1998.

In the first six months of 1997, $20.075 million of U.S. Government Securities
that were coming due in 1997 were sold from the available for sale portfolio
and were reinvested in longer term U.S. Treasury securities.  There were no
security sales in the first six months of 1998.  No securities were transferred
between categories in the first six months of 1998.

LOANS

Total loans outstanding increased by $14.828 million or 3% from $492.487
million on December 31, 1997, to a historic  high of $507.315 million on June
30, 1998.  This growth, coupled with a decline in deposits resulted in a loan
to deposit ratio of 94.24% at June 30, 1998, compared to 90.35% at December 31,
1997.

The increase in the loan portfolio for the first six months of 1998 was the
result of a local mutual savings and loan association converting to a stock
company.  Loans for purchasing or carrying securities totaled approximately $17
million at June 30, 1998, compared to $6 thousand at December 31, 1997.  These
loans, most of which were 90 day notes, are expected to pay-off early in the
third quarter.

The remainder of the loan portfolio, with the exception of commercial loans
experienced a decline from December 31, 1997 totals, due to a competitive loan
pricing environment and the Company's decision to maintain stricter
underwriting standards.  As interest margins continue to shrink due to the flat
yield curve, loan pricing and loan terms have become very competitive.  The
Company has made a decision not to chase loan volume with rates or terms that
would jeopardize the quality of the loan portfolio.


<PAGE>


Commercial loans, which declined by 9% for the year ended December 31, 1997, 
increased by $2.669 million or 3% from $79.517 million at December 31, 1997 
to $82.186 million at June 30, 1998.  The dollar fluctuation of commercial 
loans can be more volatile than other loan products due to the nature of the 
product and larger dollar amount of individual loans.  As the competition for 
commercial loans increases throughout 1998, with banks looking to continue 
past growth trends in their loan portfolios, the Company does not intend to 
compromise its credit standards for the sake of loan growth.

Consumer loans decreased $2.479 million in the first six months of 1998 after 
increasing $7.0 million, or 5%, in 1997.  Consumer loan balances are 
primarily dependent on the level of indirect automobile financing purchased 
by the Bank. The growth rate of 1997 was not sustained in the first six 
months of 1998 due to a slower market, greater competition among local 
lenders and the Company's close monitoring of underwriting criteria due to 
the increased charge-offs and delinquency trends of the past few years.  
Competition from leasing by captive automobile finance companies (i.e. GMAC, 
Ford Motor Credit) continues to remain strong.  These companies have been 
offering a variety of below market lease and loan programs which has reduced 
the amount of new car financing available to bank lenders.  To effectively 
compete in this environment the Company must continue to provide the dealer 
network with a very high level of quality service that can help off-set lower 
rate alternatives.  Given the rapid amortization of the automobile loan 
portfolio, which has a short average maturity, competition in the market 
area, and a projected slowdown in our national economy, consumer loan totals 
are expected to continue moderate declines over the remainder of 1998.

Residential mortgage loans declined approximately $1.5 million or 1% in the 
first six months of 1998.  The Company, which has been more active in the 
secondary market in 1998, sold approximately $11 million in mortgages in the 
first six months of 1998 ($10 million in the second quarter) after selling 
approximately $1.0 million in all of 1997.  The Company will continue to 
place emphasis on generating salable loans, with servicing retained, over the 
remainder of 1998.  With the increased emphasis on secondary market sales, a 
modest decline in the residential mortgage portfolio is expected over the 
remainder of 1998.

As of June 30, 1998, non-performing loans, defined as those loans which are on
non-accrual or are 90 days or more past due and still accruing, totaled $2.346
million compared to $2.881 million at December 31, 1997.  Listed below is a
schedule of the Company's non-performing assets:

<TABLE>
<CAPTION>

    (Amounts in thousands)                       June 30, 1998       December 31, 1997
---------------------------                      -------------       -----------------
<S>                                              <C>                 <C>
Non accrual loans                                   $1,811                $2,227
Accruing loans 90 days
    or more past due                                   535                   654
                                                    ------                 -----
Non performing loans                                 2,346                 2,881
Restructured loans in
    compliance with modified terms                      56                    --
Other real estate owned                                713                 1,112
                                                    ------                 -----
Total problem assets                                $3,115                $3,993
                                                    ------                 -----
                                                    ------                 -----


<PAGE>


Total problem assets to
    total assets                                     $0.39%                 0.50%

</TABLE>

The following ratios provide additional information on the status of the loan
portfolio:

<TABLE>
<CAPTION>

                                                              As of            As of
                                                          June 30, 1998    June 30, 1997
                                                          -------------   --------------
<S>                                                       <C>              <C>
Loan deposit ratio                                             94.24%         89.01%
Non performing loans to total loans                              .46            .73
Non performing loans to allowance
    for loan losses                                            31.08          45.47
Allowance for loan losses to
    total loans                                                 1.49           1.61
Net charge-offs to average loans                                 .29            .35
Net charge-offs ($000)                                        $1,428         $1,718

</TABLE>

Shown below is a summary of the allowance for loan losses:


<TABLE>
<CAPTION>

                                                           For the six     For the six
                                                           months ended    months ended
   (Amounts in thousands)                                 June 30, 1998   June 30, 1997
------------------------------                            -------------   -------------
<S>                                                       <C>             <C>
Balance at beginning of period                                $7,524         $8,112
Provision charged to operating
    expense                                                    1,452          1,525
Recoveries of loans charged off                                  353            295
Losses charged to allowance                                   (1,781)        (2,013)
                                                              ------         -------
Balance at end of period                                      $7,548         $7,919
                                                              ------         ------
                                                              ------         ------
Year to date net charge-offs
to average loans                                                 .29%           .35%

</TABLE>

Information required under Statement of Financial Accounting Standards No. 
114 "Accounting by Creditors for Impairment of a Loan" and No. 118 
"Accounting by Creditors for Impairment of a Loan - Income Recognition and 
Disclosure" is as follows for the six months ended June 30:

<TABLE>
<CAPTION>
                                                               1998           1997
                                                             ------         ------
<S>                                                         <C>           <C>
Principal amount of impaired loans                             $928           $934
Allowance allocated to impaired loans                           351            450
                                                             ------         ------
Portion for which no allowance is allocated                    $577           $484
                                                             ------         ------
                                                             ------         ------
Average investment in impaired loans for
the six months ended June 30:                                $1,150         $1,071
                                                             ------         ------
                                                             ------         ------
</TABLE>


<PAGE>


Total cash collected on impaired loans during the first six months of 1998 
and 1997 was $55 thousand and $556 thousand respectively; $53 thousand was 
credited to the principal balance outstanding and $2 thousand was credited to 
interest in the first six months of 1998, while $547 thousand was credited to 
the principal balance outstanding and $9 thousand was credited to interest in 
the same time period in 1997.  Interest that would have been accrued on 
impaired loans in the first six months of 1998 and 1997 was $67 thousand and 
$47 thousand respectively.  Interest income of $2 thousand and $9 thousand 
was recognized during the first six months of 1998 and 1997, respectively.

PROVISION FOR LOAN LOSSES

The policies of the Company provide for loan loss reserves to adequately
protect the Company against reasonably probable loan losses consistent with
sound and prudent banking practice.  In determining the monthly provision for
loan losses and the adequacy of the loan loss reserve, management reviews the
current and forecasted economic conditions and portfolio trends.  The primary
focus is placed on current problem loans, delinquencies and anticipated charge-
offs.  As of June 30, 1998, all loans classified for regulatory purposes do not
represent or result from trends or uncertainties which management reasonably
expects will materially impact future operating results, liquidity, or capital
resources.

The provision for loan losses charged to expense during the first six months of
1998 was $1.452 million, a decrease of $73 thousand from the 1997 first six
month provision.  Net charge-offs on consumer loans and credit card related
plans totaled $960 thousand for the first six months of 1998 compared to $915
thousand for the same period in 1997, a 5% increase.  The Company's experience
in 1997 and the first six months of 1998 followed national trends of
deteriorating credit quality in consumer loans and credit card and related
plans brought on by the high level of consumer debt and record personal
bankruptcy filings.

A complete analysis of the loan underwriting and loan collection departments
was performed in 1997.  As a result of that analysis, stricter underwriting
guidelines have been established along with more pro-active collection efforts.
These actions should have a positive impact on reducing consumer loan charge-
offs over the remainder of 1998.  As of June 30, 1998, the dollar delinquency
of all consumer loan products have shown significant improvement over
delinquencies at June 30, 1997.  In addition, the number of bankruptcy notices
received and  automobile repossessions were down 21% and 19% respectively for
the first six months of 1998 compared to 1997.

It is anticipated that some of the amounts charged-off in the first six months
will be collected in the future and will be added to the allowance for loan
losses.  The timing and amounts of these collections are uncertain at this
time.

At June 30, 1998, the allowance for loan losses totaled $7.548 million or 1.49%
of total loans, compared to $7.919 million or 1.61% of total loans at June 30,
1997.  The decrease in the allowance to total loan ratio was the result of the
significant loan growth late in the second quarter and the reduction of non-
performing loans to total loans, from .73% at


<PAGE>


June 30, 1997, to .46% at June 30, 1998.  This area will continue to be 
monitored closely over the remainder of the year as the Company continues to 
evaluate the adequacy of the allowance for loan losses with future provisions 
to the allowance being dependent upon the growth and quality of the loan 
portfolio.  As a result of possible changes in economic conditions there can 
be no guarantee that the level of the provision or allowance for loan losses 
will not be increased by the Company.

LIQUIDITY AND CAPITAL

It is a primary objective of the Company to maintain a level of liquidity 
deemed adequate to meet the expected and potential funding needs of loan and 
deposit customers.  It is the Company's policy to manage its affairs so that 
liquidity needs are fully satisfied through normal bank operations.  Short 
term investments (Federal funds sold) and short term borrowings (Federal 
funds purchased, repurchase agreements, U.S. Treasury demand notes and 
Federal Home Loan Bank advances) are used primarily as cash management and 
liquidity tools. Short term Federal fund lines totaling $60 million have been 
established at the Company's correspondent banks.  When loan demand increases 
at a faster rate than deposit growth it may be necessary to manage the 
available for sale portion of the investment portfolio to meet that demand, 
or to sell conforming residential mortgages on the secondary market.  At June 
30, 1998, and December 31, 1997, $976 thousand and $298 thousand of 
residential mortgage loans were designated as held for sale, respectively.  
At June 30, 1998, $217.724 million of the investment portfolio was classified 
as available for sale.  This classification will afford the Company's 
Asset/Liability Committee the flexibility to manage the portfolio to meet any 
liquidity needs that may arise.

An additional source of liquidity is derived from the Federal Home Loan Bank 
of Cincinnati (FHLB).  The FHLB provides short term funding alternatives with 
a remaining available line of credit of $41.351 million and funding for 
one-to-four family residential mortgage loans and allows the Company to 
better manage its interest rate risk.  The Company had $12.677 million 
outstanding in FHLB borrowings at June 30, 1998, compared to $3.151 million 
at December 31, 1997.

Total capital accounts have grown $4.416 million or 5% in the first six months
of 1998.  This increase reflects retained earnings less dividends paid and also
reflects a $305 thousand unrealized gain, net of deferred taxes, on the
available for sale investment portfolio for the first six months of 1998.
Dividends paid in 1998 year to date were $2.646 million or $.42 per share
compared to $2.016 million or $.32 per share for the same period in 1997.  Book
value per share as of  June 30, 1998 was $14.44 per share compared to $13.74 on
December 31, 1997.

Under regulations issued by federal banking agencies, banks and bank holding
companies are required to maintain certain minimum capital ratios known as the
risk-based capital ratio and the leverage ratio.  At June 30, 1998, the
Company's leverage, Tier 1 and total risk-based capital ratios were 11.27%,
17.85% and 19.10%, respectively, compared to 11.05%, 17.70% and 18.95% at
December 31, 1997, respectively.  The Company has exceeded all required
regulatory capital ratios for each period presented and is considered "well
capitalized" under all federal banking agency regulations.  The Company's risk-


<PAGE>


based capital ratios are well above the regulatory minimums due to the 
capital strength and low risk nature of the balance sheet and off balance 
sheet commitments.  The structure of the Company's balance sheet is such that 
nearly all of the investment portfolio is invested in U.S. Government 
obligations or other low risk categories, and over 20% of the loan portfolio 
is invested in one-to-four family residential mortgage loans which have a 50% 
risk weight assessment.  It is the Company's intent to prudently manage the 
capital base in an effort to increase return on equity performance while 
maintaining necessary capital requirements to maintain the "well capitalized" 
classification.

FORWARD LOOKING STATEMENTS

Certain statements contained in this report that are not historical facts are 
forward looking statements that are subject to certain risks and 
uncertainties. When used herein, the terms "anticipates," "plans," "expects," 
"believes," and similar expressions as they relate to the Company or its 
management are intended to identify such forward looking statements.  The 
Company's actual results, performance or achievements may materially differ 
from those expressed or implied in the forward looking statements.  Risks and 
uncertainties that could cause or contribute to such material differences 
include, but are not limited to, general economic conditions, interest rate 
environment, competitive conditions in the financial services industry, 
changes in law, governmental policies and regulations, and rapidly changing 
technology affecting financial services.


<PAGE>


                         MAHONING NATIONAL BANCORP INC.
                SUMMARY OF AVERAGE BALANCES AND INTEREST RATES
                             TAX EQUIVALENT BASIS

<TABLE>
<CAPTION>
                                                             FOR THE SIX MONTHS ENDED           FOR THE SIX MONTHS ENDED
                                                                  JUNE 30, 1998                      JUNE 30, 1997

(Amounts in thousands)                                    AVERAGE     AVERAGE    AVERAGE      AVERAGE       AVERAGE      AVERAGE
                                                          BALANCE    INTEREST   RATE% (2)     BALANCE       INTEREST      RATE% (2)
                                                       ----------------------------------   ---------------------------------------
<S>                                                    <C>          <C>         <C>          <C>             <C>           <C>
INTEREST YIELDS
Loans                                                  $  495,456   $  21,823       8.88     $  487,698      $  21,695       8.97
Investment securities  (1)                                245,328       7,486       6.15        232,627          7,115       6.14
Other earning assets                                       11,029         304       5.48         11,276            306       5.40
                                                       ----------   ---------      -----     ----------      ---------      -----
   Total return on earning assets                         751,813      29,613       7.94        731,601         29,116       8.01

INTEREST COSTS
Interest bearing deposits:
   Savings deposits                                       274,004       2,885       2.12        279,639          3,214       2.32
   Time deposits                                          195,988       5,080       5.23        199,505          5,240       5.30
                                                       ----------------------------------   --------------------------------------
     Total interest bearing deposits                      469,992       7,965       3.42        479,144          8,454       3.56

Federal funds purchased                                     4,514         126       5.57          3,488             99       5.63
Repurchase agreements                                     136,695       3,109       4.59        125,810          2,960       4.75
Short term borrowings                                       7,740         202       5.17          8,718            226       5.16
Long term borrowings                                        8,806         229       5.24          3,874            105       5.44
                                                       ----------------------------------   ---------------------------------------
     Total interest bearing liabilities                $  627,747   $  11,631       3.73     $  621,034      $  11,844       3.85


Interest spread                                                     $  17,982       4.21                     $  17,272       4.16
                                                                    --------------------                ---------------------------
                                                                    --------------------                ---------------------------
AS A PERCENT OF AVERAGE EARNING ASSETS
   Total return on earning assets                                                   7.94                                     8.01
   Total interest cost                                                              3.12                                     3.26
                                                                              ----------                                ---------
     Net Interest Margin                                                            4.82                                     4.75
                                                                              ----------                                ---------
                                                                              ----------                                ---------
</TABLE>

(1) Investment securities average balance is based on average carrying
    value while the average rate is calculated using average historical cost.
(2) Annualized average rate


<PAGE>


                                    PART II
                               OTHER INFORMATION
                        Mahoning National Bancorp, Inc.

<TABLE>
<CAPTION>
<S>          <C>
Item 1 -     Legal Proceedings
             None

Item 2 -     Changes in the Rights of the Company's Security Holders
             None

Item 3 -     Default Upon Senior Securities
             None

Item 4 -     Submission of Matters to a Vote of Security Holders
             None

Item 5 -     Other Information
             None

Item 6(a) -  Exhibits

             (27) Financial Data Schedule

Item 6(b) -  Reports on Form 8-K
             None

</TABLE>


<PAGE>


                                SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the 
Registrant has duly caused this Quarterly Report on Form 10-Q for the six 
months ended June 30, 1998 to be signed on its behalf by the undersigned 
thereunto duly authorized.

DATE:   August 10, 1998                Mahoning National Bancorp, Inc.
      -------------------



                                        /s/ Gregory L. Ridler
                                        --------------------------------------
                                        Gregory L. Ridler
                                        Chairman of the Board,
                                        President and Chief
                                        Executive Officer


DATE:  August 10, 1998                  /s/ Norman E. Benden, Jr.
     -------------------                ---------------------------------------
                                        Norman E. Benden, Jr.
                                        Treasurer