<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                                    FORM 10-Q

    (Mark One)
    [ X ]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
            SECURITIES EXCHANGE ACT OF 1934
            For the quarterly period ended March 31, 2002

    [   ]   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 0-11535

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

    New Jersey                                       22-2434751
    (State or other jurisdiction of                  (I.R.S. Employer
    incorporation or organization)                   Identification No.)

    900 Broad Street,                                  07102
    Newark, New Jersey                               (Zip Code)
(Address of principal executive offices)

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

Securities Registered Pursuant to Section 12(b) of the Act: None

Securities Registered Pursuant to Section 12(g) of the Act:

Title of each class
Common stock, par value $10 per share

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   [   ]

The aggregate market value of voting stock held by non-affiliates of the
Registrant as of April 30, 2002 was approximately $1,517,925.

There were 124,975 shares of common stock outstanding at April 30, 2002.


                                       6
<PAGE>

<TABLE>
<CAPTION>
Index                                                                                                     Page
                                                                                                          ----
<S>                                                                                                       <C>
PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

         Consolidated Balance Sheet as of March 31, 2002 (Unaudited) and December 31, 2001 .................3

         Consolidated Statement of Income (Unaudited) for the Three Months Ended March 31, 2002
         and 2001...........................................................................................4

         Consolidated Statement of Cash Flows (Unaudited) for the Three Months Ended
         March 31, 2002 and 2001............................................................................5

         Notes to Consolidated Financial Statements (Unaudited).............................................6

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations .............8

Item 3.  Quantitative and Qualitative Disclosures about Market Risk .......................................12

PART II. OTHER INFORMATION.................................................................................13

Item 1.  Legal proceedings.................................................................................13

Item 6.  Exhibits and Reports on Form 8-K..................................................................13

Signatures ................................................................................................14
</TABLE>


                                       2
<PAGE>


CITY NATIONAL BANCSHARES CORPORATION
AND SUBSIDIARY

CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>
                                                                                           MARCH 31,      DECEMBER 31,
Dollars in thousands, except per share data                                                   2002            2001
                                                                                           ---------      ------------
                                                                                          (UNAUDITED)
<S>                                                                                        <C>             <C>
ASSETS

Cash and due from banks                                                                    $   6,440       $   5,573
Federal funds sold                                                                            27,300          33,500
Interest bearing deposits with banks                                                           3,529           3,630
Investment securities available for sale                                                      43,665          42,110
Investment securities held to maturity (Market value of $29,541
  at March 31, 2002 and $30,736 at December 31, 2001)                                         29,908          29,181
Loans held for sale                                                                              132              --
Loans                                                                                         95,242          99,190
Less: Reserve for loan losses                                                                  1,800           1,700
                                                                                           ---------       ---------
Net loans                                                                                     93,442          97,490
                                                                                           ---------       ---------
Premises and equipment                                                                         4,104           4,176
Accrued interest receivable                                                                    1,370           1,289
Other real estate owned                                                                          189             326
Other assets                                                                                   5,546           5,023
                                                                                           ---------       ---------
TOTAL ASSETS                                                                               $ 215,625       $ 222,298
                                                                                           =========       =========

LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits:
  Demand                                                                                   $  28,763       $  30,056
  Savings                                                                                    103,239         109,022
  Time                                                                                        55,052          55,051
                                                                                           ---------       ---------
Total deposits                                                                               187,054         194,129
Accrued expenses and other liabilities                                                         3,625           3,531
Long-term debt                                                                                13,204          13,204
                                                                                           ---------       ---------
Total liabilities                                                                            203,883         210,864

Commitments and contingencies

Stockholders' equity
  Preferred stock, no par value: Authorized 100,000 shares;
    Series A, issued and outstanding 8 shares in 2002 and 2001
                                                                                                 200             200
    Series C, issued and outstanding 108 shares in 2002 and 2001
                                                                                                  27              27
    Series D, issued and outstanding 3,280 shares in 2002 and 2001
                                                                                                 820             820
  Common stock, par value $10: Authorized 400,000 shares;
    125,980 shares issued in 2002 and 2001
    124,975 shares outstanding in 2002 and  125,125 shares outstanding in 2001                 1,260           1,260
  Surplus                                                                                        999             999
  Retained earnings                                                                            8,702           8,288
  Accumulated other comprehensive loss net of tax                                               (238)           (136)
  Treasury stock, at cost - 1,005 shares in 2002 and 855 shares in 2001, respectively            (28)            (24)
                                                                                           ---------       ---------
Total stockholders' equity                                                                    11,742          11,434
                                                                                           ---------       ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                                 $ 215,625       $ 222,298
                                                                                           =========       =========
</TABLE>


See accompanying notes to consolidated financial statements.


                                       3
<PAGE>



CITY NATIONAL BANCSHARES CORPORATION
AND SUBSIDIARY

CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)

<TABLE>
<CAPTION>
                                                         THREE MONTHS ENDED MARCH 31
                                                         ---------------------------
DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA                  2002            2001
                                                         ----------       ----------
<S>                                                       <C>             <C>
INTEREST INCOME
Interest and fees on loans                                $   1,795       $   1,965
Interest on Federal funds sold and securities
   purchased under agreements to resell                         123             211
Interest on deposits with banks                                 127               5
Interest and dividends on investment securities:
   Taxable                                                      895             976
   Tax-exempt                                                   103              90
                                                          ---------       ---------
Total interest income                                         3,043           3,247
                                                          ---------       ---------
INTEREST EXPENSE
Interest on deposits                                          1,234             840
Interest on short-term borrowings                                 5              14
Interest on long-term debt                                      178             176
                                                          ---------       ---------
Total interest expense                                        1,023           1,424
                                                          ---------       ---------
Net interest income                                           2,020           1,823
Provision for loan losses                                        80              60
                                                          ---------       ---------
Net interest income after provision
   for loan losses                                            1,940           1,763
                                                          ---------       ---------
OTHER OPERATING INCOME
Service charges on deposit accounts                             255             188
Other income                                                    388             192
Net (losses) gains on sales of investment securities            (11)              5
                                                          ---------       ---------
Total other operating income                                    632             385
                                                          ---------       ---------
OTHER OPERATING EXPENSES
Salaries and other employee benefits                          1,016             818
Occupancy expense                                               144             149
Equipment expense                                               115             121
Other expenses                                                  580             499
                                                          ---------       ---------
Total other operating expenses                                1,855           1,587
                                                          ---------       ---------

Income before income tax expense                                717             561
Income tax  expense                                             235             183
                                                          ---------       ---------
NET INCOME                                                $     482       $     378
                                                          ---------       ---------
NET INCOME PER SHARE
Basic                                                     $    3.72       $    2.56
Diluted                                                        3.67            2.35
                                                          ---------       ---------
Basic average common shares outstanding                     125,019         121,302
Diluted average common shares outstanding                   127,157         133,802
                                                          =========       =========
</TABLE>

See accompanying notes to consolidated financial statements.



                                       4
<PAGE>


CITY NATIONAL BANCSHARES CORPORATION
AND SUBSIDIARY

CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                                         THREE MONTHS ENDED
                                                                                                              MARCH 31,
                                                                                                      -----------------------
IN THOUSANDS                                                                                            2002           2001
                                                                                                      --------       --------
<S>                                                                                                   <C>            <C>
OPERATING ACTIVITIES
Net income                                                                                            $    482       $    378
Adjustments to reconcile net income to net cash from operating activities:
   Depreciation and amortization                                                                           108            114
   Provision for loan losses                                                                                80             60
   Premium amortization on investment securities                                                            17              8
   Net losses (gains) on sales and early redemption of investment securities                                11             (5)
   Gains on loans held for sale                                                                             (3)            (3)
   Gains on sales of other real estate owned properties                                                    (90)            --
Loans originated for sale                                                                                 (387)            --
Proceeds from sales and principal payments from loans held for sale                                        258            119
Increase in accrued interest receivable
                                                                                                           (81)            (4)
Deferred income tax (benefit) expense
                                                                                                           (53)            19
Increase in other assets                                                                                  (386)          (205)
Increase  in accrued expenses and other liabilities                                                        148            287
                                                                                                      --------       --------
Net cash provided by operating activities                                                                  104            768
                                                                                                      --------       --------

INVESTING ACTIVITIES

Decrease (increase) in loans, net                                                                        3,948         (5,585)
Decrease (increase) in interest bearing deposits with banks                                                101         (1,020)
Proceeds from sales of investment securities available for sale                                            787             10
Proceeds from maturities of investment securities available for sale,
   including principal repayments and early redemptions                                                  2,667            753
Proceeds from maturities of investment securities held to maturity,
   including principal repayments and early redemptions                                                    917          3,041
Purchases of investment securities available for sale                                                   (5,209)        (1,900)
Purchases of investment securities held to maturity                                                     (1,643)        (1,625)
Decrease in other real estate owned, net                                                                   227             --
Purchases of premises and equipment                                                                       (180)           (32)
                                                                                                      --------       --------
Net cash provided by (used in) investing activities                                                      1,615         (6,358)
                                                                                                      --------       --------

FINANCING ACTIVITIES
(Decrease) increase in deposits                                                                         (7,075)         2,347
Increase in short-term borrowings                                                                          211             94
Purchases of treasury stock                                                                                 (4)            --
Dividends paid on preferred stock                                                                          (67)           (67)
                                                                                                      --------       --------
Net cash (used in) provided by  financing activities                                                    (7,052)         2,491
                                                                                                      --------       --------
Net decrease in cash and cash equivalents                                                               (5,333)        (3,099)
Cash and cash equivalents at beginning of period                                                        39,073         35,584
                                                                                                      --------       --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                                            $ 33,740       $ 32,485
                                                                                                      ========       ========
CASH PAID DURING THE YEAR:
Interest                                                                                              $    903       $  1,324
Income taxes                                                                                               639             16

NON CASH INVESTING ACTIVITIES:
Transfer from investment securities held to maturity to investment securities available for sale            --            246
</TABLE>

See accompanying notes to consolidated financial statements.



                                       5
<PAGE>



CITY NATIONAL BANCSHARES CORPORATION AND SUBSIDIARY
Notes to Consolidated Financial Statements (Unaudited)

1.  Principles of consolidation

The accompanying consolidated financial statements include the accounts of City
National Bancshares Corporation (the "Corporation") and its subsidiary, City
National Bank of New Jersey (the "Bank" or "CNB"). All intercompany accounts and
transactions have been eliminated in consolidation.

2.  Basis of presentation

The accompanying unaudited consolidated financial statements have been prepared
in accordance with accounting principles generally accepted in the United States
of America for interim financial information. Accordingly, they do not include
all the information and footnotes required by accounting principles generally
accepted in the United States of America for complete financial statements.
These consolidated financial statements should be reviewed in conjunction with
the financial statements and notes thereto included in the Corporation's
December 31, 2001 Annual Report to Stockholders. In the opinion of management,
all adjustments (consisting of normal recurring accruals) considered necessary
for a fair presentation of the financial statements have been included.
Operating results for the three months ended March 31, 2002 are not necessarily
indicative of the results that may be expected for the year ended December 31,
2002.

3. Net income per common share

The following table presents the computation of net income per common share.
Because the annual dividends on preferred stock are paid in the first quarter,
only one quarter of the dividends has been included in the net income per share
computations.

<TABLE>
<CAPTION>
                                              Three Months Ended
                                                   March 31,
                                            ----------------------
In thousands, except per share data           2002          2001
                                            --------      --------
<S>                                         <C>           <C>
Net income                                  $    482      $    378
Dividends paid on preferred stock                 67            67
                                            --------      --------
Net income applicable to basic
    common shares                                415           311
Interest expense on convertible
  Subordinated debentures, net of
     Income taxes                                  2             3
                                            --------      --------
Net income applicable to diluted
 Common shares                              $    417      $    314
                                            ========      ========
NUMBER OF AVERAGE COMMON SHARES
Basic                                        125,019       121,302
                                            --------      --------
Diluted:
  Average common shares outstanding          125,019       121,302
  Average common shares converted from
    convertible subordinate debentures         2,138        12,500
                                            --------      --------
                                             127,157       133,802
                                            ========      ========
NET INCOME PER COMMON SHARE
Basic                                       $   3.72      $   2.56
Diluted                                         3.67          2.35
</TABLE>

4. Recent accounting pronouncements

In June, 1998, the Financial Accounting Standards Board ("FASB") issued SFAS No
133, "Accounting for Derivative Instruments and Hedging Activities." This
statement, as amended by SFAS No. 138, "Accounting for Certain Derivative
Instruments and Certain Hedging Activities," establishes accounting and
reporting standards for derivative instruments and for hedging activities. SFAS
No. 133 supersedes the disclosure requirements in SFAS No. 80, 105, and 119.
This statement was to be effective for periods after June 15, 1999. SFAS 137
extended the adoption date of SFAS 133 to fiscal years beginning after June 15,
2000. The Corporation adopted the provisions of SFAS 133 on January 1, 2001,


                                       6
<PAGE>

at which time investment securities with a carrying value of $246,000 and a
related market value of $266,000 were transferred from the held to maturity
portfolio to the available for sale portfolio. As a result of the
reclassification, the Corporation recorded other comprehensive income, net of
tax of $14,000, as a cumulative effect of an accounting change.

On July 20, 2001, the Financial Accounting Standards Board issued Statement No.
141, "Business Combinations," and Statement No. 142, "Goodwill and Other
Intangible Assets." Statement 141 requires that the purchase method of
accounting be used for all business combinations initiated after June 30, 2001
as well as all purchase method business combinations completed after June 30,
2001. Statement 141 also specifies the criteria acquired intangible assets must
meet to be recognized and reported apart from goodwill. Statement 142 requires
that goodwill and intangible assets with indefinite useful lives no longer be
amortized, but instead tested for impairment at least annually in accordance
with the provisions of Statement 142. Statement 142 also requires that
intangible assets with definite useful lives be amortized over their respective
estimated useful lives to their estimated residual values, and reviewed for
impairment in accordance with SFAS No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of."

The Corporation was required to adopt the provisions of Statement of 141
immediately. The initial adoption of Statement 141 had no impact on the
Corporation's consolidated financial statements. The Corporation was required to
adopt Statement 142 effective January 1, 2002. At December 31, 2001, the
Corporation had $970,000 in core deposit premium with a definite useful life,
which results in $120,000 in annual amortization that will continue through 2010
after adoption of Statement 142.


                                       7
<PAGE>


Item 2

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

FINANCIAL CONDITION

At March 31, 2002, total assets decreased to $215.6 million from $222.3 million
at the end of 2001, while total deposits declined to $187.1 million from $194.1
million. Both reductions were due to lower balances from one commercial customer
as more fully discussed below.

Federal funds sold

Federal funds sold decreased to $27.3 million at March 31, 2002 from $33.5
million at the end of 2001, while the related average balance rose to $30.1
million in the first quarter of 2002 from $15.6 million in the first quarter of
2001. The decrease at the end of March 2002 resulted from lower short-term
liability balances available for investment, while the related average balance
rose due to additional liquidity from deposit proceeds received in a June, 2001
branch acquisition, pending longer-term investment.

Interest bearing deposits with banks

Total interest bearing deposits with banks declined slightly at March 31, 2002
from December 31, 2001, while the related average balance rose in the first
quarter of 2002 to $3.6 million from $492,000 in the similar 2001 period. The
increase resulted from the Bank's participation in the U.S. Treasury's Community
Development Financial Institution ("CDFI") Fund's deposit program. Under this
program, the Bank received an award based on deposits made in other CDFI's.

Investments

The investment securities available for sale ("AFS") portfolio rose to $43.7
million at March 31, 2002 from $42.1 million at the end of 2001, while the
related net unrealized loss increased from $136,000 to $238,000, reflecting the
impact of higher interest rates. The investments held to maturity ("HTM")
portfolio increased to $29.9 million at March 31, 2002 from $29.2 million at the
end of 2001 due primarily to the investment of the aforementioned deposit
proceeds.

At March 31, 2002, the Bank held callable U.S. government agency notes with a
carrying value of $14.6 million, of which $13.8 million were included in the HTM
portfolio. Gross unrealized depreciation on the total callable portfolio
totalled $810,000 compared to $461,000 at the end of 2001 due to an increase in
interest rates. Because of their call features, these bonds tend to reflect
depreciation regardless of bond market conditions as they will earn less than
current issues if interest rates rise, whereas if rates fall, they then may be
redeemed at par by the issuer. However, at the time of purchase, they have a
higher coupon rate than similar noncallable securities and the favorable spreads
provide compensation for the interest rate risk inherent in this investment due
to the call feature. The bonds are callable at par, which approximates carrying
value. Management believes that holding the callable securities will not have a
significant impact upon the financial condition or operations of the
Corporation, although reinvestment of proceeds received from such securities
that are redeemed prior to maturity may be reinvested at lower rates than
received on the redeemed securities.

Loans

Loans declined $3.9 million, to $95.2 million at March 31, 2002 from $99.2
million December 31,2001, while average loans increased 5.2% to $94.8 million
for the first three months of 2002 from $90.5 million in the first three months
of 2001. Most of the decrease occurred in the commercial real estate portfolio.
Loans held for sale totalled $132,000 at March 31, 2002, while there were no
loans at December 31, 2001.

                                       8
<PAGE>

Provision and reserve for loan losses

Changes in the reserve for loan losses are set forth below.

<TABLE>
<CAPTION>
                                            Three Months
                                          Ended March 31,
                                        ------------------
(Dollars in thousands)                   2002        2001
                                        ------      ------
<S>                                     <C>         <C>
Balance at beginning of period          $1,700      $1,200
Provision for loan losses
                                            80          60
Recoveries of previous charge-offs          20         102
                                        ------      ------
                                         1,800       1,362
Less: Charge-offs                           --          --
                                        ------      ------
Balance at end of period                $1,800      $1,362
                                        ======      ======
</TABLE>

Management believes that the reserve for loan losses is adequate. While
management uses available information to determine the adequacy of the reserve,
future additions may be necessary based on changes in economic conditions or
subsequent events unforeseen at the time of evaluation.

While management uses available information to determine the adequacy of the
reserve, future additions may be necessary based on changes in economic
conditions or in subsequently occurring events unforeseen at the time of
evaluation.

<TABLE>
<CAPTION>
                                                     March 31,    December 31,     March 31,
(Dollars in thousands)                                 2002           2001           2001
                                                     --------     ------------     ---------
<S>                                                   <C>            <C>           <C>
Reserve for loan losses as a percentage of:
Total loans                                             1.89%          1.71%         1.41%
Total nonperforming loans                             129.03%        137.0%         74.20%
Total nonperforming assets
  (nonperforming loans and OREO)                      113.64%        108.90%        46.51%
                                                      ------         ------         -----
Net charge-offs as a percentage
  of average loans (year-to-date)                        N/A            N/A           N/A
</TABLE>

Nonperforming loans

Nonperforming loans include loans on which the accrual of interest has been
discontinued or loans which are contractually past due 90 days or more as to
interest or principal payments on which interest income is still being accrued.
Delinquent interest payments are credited to income when received. The following
table presents the principal amounts of nonperforming loans past due 90 days or
more and accruing.

<TABLE>
<CAPTION>
                                   March 31,   December 31,    March 31,
(Dollars in thousands)               2002          2001          2001
                                   ---------   ------------    ---------
<S>                                 <C>           <C>           <C>
Nonaccrual loans
Commercial                          $  247        $  199        $  131
Installment
                                        13            42            21
Real estate                            882           742           305
                                    ------        ------        ------
Total                               $1,142           983           457
                                    ------        ------        ------
</TABLE>


                                       9
<PAGE>

<TABLE>
<CAPTION>
                                   March 31,   December 31,    March 31,
(Dollars in thousands)               2002          2001          2001
                                   ---------   ------------    ---------
<S>                                 <C>           <C>           <C>
Loans past due 90 days
  or more and still accruing
Commercial                              --            --            --
                                    ------        ------        ------
Installment                             11            10             1

Real estate                            242           242           302
                                    ------        ------        ------
Total                                  253           252           303
                                    ------        ------        ------
Total nonperforming loans           $1,395        $1,235        $  760
                                    ======        ======        ======
</TABLE>

Total nonperforming loans rose during the first three months of 2002 due to the
addition of a commercial real estate loan to nonaccrual loans.

There were no impaired loans at March 31, 2002 or December 31, 2001, nor were
there any impaired loans during the first three months of 2002 or 2001.

DEPOSITS

Total deposits declined $7.1 million to $187.1 million at March 31, 2002 from
$194.1 million at the end of 2001, while average deposits rose 16.8%, to $187.4
million for the first three months of 2002 from $160.5 million for the first
three months of 2001. Total deposits declined because of lower balances in one
major commercial account. The balances in this account represent funds to be
used for a construction project, which is substantially completed and it is
expected that these balances will decline further. The loss of this account
relationship will not have a significant impact on the results of operations.
The major source of the growth in average deposits was from the addition of
approximately $16 million of deposits acquired in connection with the purchase
of a branch office in June 2001, along with higher transactions account
balances.

Total demand deposits decreased from $30 million at December 31, 2001 to $28.8
million at March 31, 2002, while average demand deposits for the first three
months of 2002 rose to $29.4 million from $24.7 million for the first three
months of 2001. The increase in average balances resulted primarily from growth
in commercial accounts. Total savings accounts, which include passbook and
statement savings accounts along with money market and Super NOW accounts,
decreased to $103.2 million at March 31, 2002 from $109 million at the end of
2001, while savings balances averaged $103 million in the first quarter of 2002
compared to $68.4 million in the first quarter of 2001. This increase resulted
from the aforementioned branch acquisition along with higher balances in all
categories. Total time deposits was virtually unchanged at March 31, 2002 from
December 31, 2001, while average time deposits declined to $54.9 million for the
first three months of 2002 from $67.4 for the first three months of 2001. The
decrease in time deposits resulted from a planned reduction in municipal deposit
account balances, due to the availability of less expensive funds from the newly
acquired branch.

The Bank's deposit levels may change significantly on a daily basis because
deposit accounts maintained by municipalities represent a significant part of
the Bank's deposits and are more volatile than commercial or retail deposits.
These municipal accounts represent a substantial part of the Bank's deposits,
and tend to have high balances and comprised most of the Bank's accounts with
balances of $100,000 or more at December 31, 2001 and March 31, 2002. These
accounts are used for operating and short-term investment purposes by the
municipalities. All the foregoing deposits require collateralization with
readily marketable U.S. Government securities.

While the collateral maintenance requirements associated with the Bank's
municipal and U.S. Government account relationships might limit the ability to
readily dispose of investment securities used as such collateral, management
does not foresee any need for such disposal, and in the event of the withdrawal
of any of these deposits, these securities are readily marketable.


Capital

                                       10
<PAGE>

Risk-based capital ratios are expressed as a percentage of risk-adjusted assets,
and relate capital to the risk factors of a bank's asset base, including
off-balance sheet risk exposures. Various weights are assigned to different
asset categories as well as off-balance sheet exposures depending on the risk
associated with each. In general, less capital is required for less risk.

Capital levels are managed through asset size and composition, issuance of debt
and equity instruments, treasury stock activities, dividend policies and
retention of earnings.

At March 31, 2002, the Corporation's leverage, core capital (Tier 1) and total
(Tier 1 plus Tier 2) risked-based capital ratios were 5.08%, 9.44% and 11.68%,
respectively, while the Bank's ratios were 6.16%, 11.47% and 12.92%.

RESULTS OF OPERATIONS

Net income increased to $482,000 for the first quarter of 2002 from $378,000 for
the same 2001 quarter due to increases in all major income categories, offset by
higher operating expenses. Related earnings per share on a diluted basis were
$3.67 and $2.35.

Income and expense comparisons for the first quarter of 2002 with the similar
period in 2001 were affected by the operation for three months in 2002 of the
branch acquired in June, 2001.

Net interest income

In the first quarter of 2002, net interest income on a tax equivalent basis rose
11% from the same 2001 period, while the related net interest margins were 4.19%
compared to 4.39%. The increased income resulted from higher levels of earning
assets and the accretion of deferred income totalling $96,000 into interest
income from interest bearing deposits with banks. This income was received in
2001 from the U.S. Treasury CDFI Fund for purchasing long-term certificates of
deposits from banks in low-income areas at below market rates, and represents a
yield enhancement. The lower interest margin was due to the compression
resulting from the lower interest rate environment.

Interest income on a tax equivalent basis declined 6% in the first three months
of 2002 compared to the first three months of 2001 due to the reduction in
interest rates. As a result, the average rate earned on interest earning assets
decreased 147 basis points, to 6.26% from 7.73%. Interest expense declined 28.3%
between the same periods also due to lower interest rates, which contributed to
a reduction in the cost of funding to 2.07% from 3.34%. Another contributing
factor was the decrease in certificates of deposits of $100,000 or more, which
were costly funding sources.

Other operating income

Other operating income, including the results of investment securities
transactions, rose 64.2% in the first quarter of 2002 compared to the similar
2001 period. Service charges on deposit accounts were higher due to the
additional branch acquisition and because of increases in fee schedules. Other
income rose 102.1% due primarily to higher commercial loan agency fees and a
gain on the sale of OREO property.

Other operating expenses

Other operating expenses rose 16.9% for the first quarter of 2002 to $1,855,000
from $1,587,000 in the first quarter of 2001, with the increase attributable
primarily to the costs associated with operating the branch opened in June 2001,
along with higher salaries and benefit expenses. Merit increases, along with
staffing increases resulting from product and the branch expansion, contributed
to the salary increase, while higher health insurance costs was the primary
cause for the increased benefit expense. For the first nine months of 2001,
other operating expenses rose 22.6%, to $5,267,000 from $4,295,000 a year
earlier. This increase occurred for the same reasons that caused the third
quarter increase, as well as the operation of the branch acquired in 2001
compared to nine months in 2000.

                                       11
<PAGE>

Income tax expense

Income tax expense rose in the first quarter of 2002 from the similar 2001
quarter due to higher taxable income levels. Income tax expense as a percentage
of pretax income was 32.8% relatively unchanged from 2001.

LIQUIDITY

The liquidity position of the Corporation is dependent on the successful
management of its assets and liabilities so as to meet the needs of both deposit
and credit customers. Liquidity needs arise primarily to accommodate possible
deposit outflows and to meet borrowers' requests for loans. Such needs can be
satisfied by investment and loan maturities and payments, along with the ability
to raise short-term funds from external sources.

It is the responsibility of the Asset/Liability Management Committee ("ALCO") to
monitor and oversee all activities relating to liquidity management and the
protection of net interest income from fluctuations in interest rates.

The Bank depends primarily on deposits as a source of funds and also provides
for a portion of its funding needs through short-term borrowings, such as
Federal Funds purchased, securities sold under repurchase agreements and
borrowings under the U.S. Treasury tax and loan note option program. The Bank
also utilizes the Federal Home Loan Bank for longer-term funding purposes.

The major contribution during the first three months of 2002 to the
Corporation's liquidity came from proceeds from loan payments and maturities,
while the highest use of cash resulted from a decrease in deposits.

Item 3

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Due to the nature of the Corporation's business, market risk consists primarily
of its exposure to interest rate risk. Interest rate risk is the impact that
changes in interest rates have on earnings. The principal objective in managing
interest rate risk is to maximize net interest income within the acceptable
levels of risk that have been established by policy. There are various
strategies which may be used to reduce interest rate risk, including the
administration of liability costs, the reinvestment of asset maturities and the
use of off-balance sheet financial instruments. The Corporation does not
presently utilize derivative financial instruments to manage interest rate risk.

Interest rate risk is monitored through the use of simulation modeling
techniques, which apply alternative interest rate scenarios to periodic
forecasts of changes in interest rates, projecting the related impact on net
interest income. The use of simulation modeling assists management in its
continuing efforts to achieve earnings growth in varying interest rate
environments.

Key assumptions in the model include anticipated prepayments on mortgage-related
instruments, contractual cash flows and maturities of all financial instruments,
deposit sensitivity and changes in interest rates.

These assumptions are inherently uncertain, and as a result, these models cannot
precisely estimate the effect that higher or lower rate environments will have
on net interest income. Actual results may differ from simulated projections due
to the timing, magnitude or frequency of interest rate changes, as well as
changes in management's strategies.

Based on the results of the most recent interest simulation model, if interest
rates increased or decreased 100 basis points from current rates in an immediate
and parallel shock, the effects on earnings and capital are within the approved
limitations established by the Corporation.

                                       12
<PAGE>

PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

In May of 1998, CNB commenced a lawsuit against an entity that acted as an agent
for CNB in the sale of CNB's money orders and certain affiliates of such entity
for fraud and other damages. CNB alleges, among other things, that at various
times during its business relationship with the defendants, the defendants
stole, misappropriated, hypothecated or embezzled a sum of approximately
$805,000 from CNB. This amount was charged-off prior to 2000. The likelihood of
CNB's success in this litigation and its ability to recover any amount for which
it obtains judgment is uncertain. CNB has filed appropriate proofs of loss under
various insurance policies, including CNB's fidelity bond. The amount that CNB
will ultimately recover, if any, under these insurance policies cannot be
determined. The trial has been completed and the Bank is awaiting a decision by
the Court.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits

         (3)(a)   The Corporation's Restated Articles of Incorporation
                  (incorporated herein by reference to Exhibit (3)(d) of the
                  Corporation's Current Report on Form 8-K dated July 28, 1992).

         (3)(b)   Amendments to the Corporation's Articles of Incorporation
                  establishing the Corporation's Non-cumulative Perpetual
                  Preferred Stock, Series A (incorporated herein by reference to
                  Exhibit (3)(b) of the Corporation's Annual Report on Form 10-K
                  for the year ended December 31, 1995).

         (3)(c)   Amendments to the Corporation's Articles of Incorporation
                  establishing the Corporation's Non-cumulative Perpetual
                  Preferred Stock, Series B (incorporated herein by reference to
                  Exhibit (3)(c) of the Corporation's Annual Report on Form 10-K
                  for the year ended December 31, 1995).

         (3)(d)   Amendments to the Corporation's Articles of Incorporation
                  establishing the Corporation's Non-cumulative Perpetual
                  Preferred Stock, Series C (incorporated herein by reference to
                  Exhibit (3)(i) to the Corporation's Annual Report on Form 10-K
                  for the year ended December 31, 1996).

         (3)(e)   Amendments to the Corporation's Articles of Incorporation
                  establishing the Corporation's Non-cumulative Perpetual
                  Preferred Stock, Series D (incorporated herein by reference to
                  Exhibit filed with the Corporation's current report on Form
                  10-K dated July 10, 1997).

         (3)(f)   The amended By-Laws of the Corporation (incorporated herein by
                  reference to Exhibit (3)(c) of the Corporation's Annual Report
                  on Form 10-K for the year ended December 31, 1991).

         (4)(a)   The Debenture Agreements between the Corporation and its
                  Noteholders (incorporated herein by reference to Exhibit
                  (4)(a) of the Corporation's Annual Report on Form 10-K for the
                  year ended December 31, 1993).

         (4)(b)   Note Agreement dated December 28, 1995 by and between the
                  Corporation and the Prudential Foundation (incorporated herein
                  by reference to Exhibit (4)(b) to the Company's Annual Report
                  on Form 10-K for the year ended December 31, 1995).

         (10)(a)  The Employee's Profit Sharing Plan of City National Bank of
                  New Jersey (incorporated herein by reference to Exhibit (10)
                  of the Corporation's Annual Report on Form 10-K for the year
                  ended December 31, 1988).

                                       13
<PAGE>

         (10)(b)  The Employment Agreement among the Corporation, the Bank and
                  Louis E. Prezeau dated May 24, 2000 incorporated herein by
                  reference to Exhibit 10(b) to the Corporation's Quarterly
                  Report on Form 10-Q for the first quarter ended March 31,
                  2001.

         (10)(c)  Lease and option Agreement dated May 6, 1995 by and between
                  the RTC and City National Bank of New Jersey (incorporated
                  herein by reference to Exhibit (10)(d) to the Corporation's
                  Annual Report on Form 10-K for the year ended December 31,
                  1995).

         (10)(d)  Amended and Restated Asset Purchase and Sale Agreement between
                  the Bank and Carver Federal Savings Bank dated as of February
                  27, 2001 (incorporated by reference to Exhibit 10(d) to the
                  Corporation's Annual Report on Form 10-K for the year ended
                  December 31, 2000).

         (10)(e)  Secured Promissory Note of the Corporation dated December 28,
                  2001 payable to National Community Investment Fund in the
                  principal amount of $1,000,000, incorporated by reference to
                  Exhibit 10(e) to the Corporation's Annual Report on Form 10-K
                  for the year ended December 31, 2001.

         (10)(f)  Loan Agreement dated December 28, 2001 by and between the
                  Corporation and National Community Investment Fund
                  incorporated by reference to Exhibit 10(f) to the
                  Corporation's Annual Report on Form 10-K for the year ended
                  December 31, 2001.

         (10)(g)  Pledge Agreement dated December 28, 2001 by and between the
                  Corporation and National Community Investment Fund
                  incorporated by reference to Exhibit 10(g) to the
                  Corporation's Annual Report on Form 10-K for the year ended
                  December 31, 2001.

         (10)(h)  Asset Purchase and Sale Agreement between the Bank and Carver
                  Federal Savings Bank dated as of January 26, 1998
                  (incorporated by reference to Exhibit 10(d) to the
                  Corporation's Annual Report on Form 10-K for the year ended
                  December 31, 1998).

         (10)(i)  Promissory Note dated May 6, 2002 payable to United Negro
                  College Fund, Inc. in the principal amount of $200,000.

         (11)     Statement regarding computation of per share earnings. The
                  required information is included on page 6.

  (c) No reports on Form 8-K were filed during the quarter ending March 31,
2002.

SIGNATURES

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


         CITY NATIONAL BANCSHARES CORPORATION
         (Registrant)

         May 14, 2002   By: /s/ Edward R. Wright
                            ----------------------------------------------------
                            Edward R. Wright
                            Senior Vice President and Chief Financial
                            Officer (Principal Financial and Accounting Officer)


                                       14