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
                  June 30, 1999
         [   ] 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 August 12, 1999 was approximately $1,570,850.

There were 119,571 shares of common stock outstanding at August 12, 1999.


<PAGE>
                                       2
Index                                                                      Page

Part I.  Financial Information

Item 1.  Financial Statements

         Consolidated Balance Sheet as of June 30, 1999 and
         December 31, 1998 ...................................................3

         Consolidated Statement of Income for the Six Months Ended June 30,
         1999 and 1998 and for the Three Months Ended June 30, 1999 and 1998..4

         Consolidated Statement of Changes in Stockholders' Equity for the Six
         Months Ended June 30, 1999 and 1998..................................5

         Consolidated Statement of Cash Flows for the Six Months Ended
         June 30, 1999 and 1998...............................................6

         Notes to Consolidated Financial Statements ..........................7

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 4. Submission of matters to a vote of security holders..................13

Item 5.  Other Matters ......................................................13

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

Signatures ..................................................................14
<PAGE>
                                       3
CITY NATIONAL BANCSHARES CORPORATION
AND SUBSIDIARIES

Consolidated Balance Sheet (Unaudited)
                                                           June 30, December 31,
Dollars in thousands, except per share data                   1999         1998
================================================================================
Assets
Cash and due from banks ...............................   $   2,774   $  20,467
Federal funds sold ....................................       9,060       1,500
Interest bearing deposits with banks ..................       2,322          25
Investment securities available for sale ..............      36,055      32,254
Investment securities held to maturity
  (Market value of $30,429 at June 30,
  1999 and $31,580 at December 31,1998) ...............      31,553      31,712
Loans held for sale ...................................       1,372       2,026
Loans .................................................      70,425      71,440
Less: Reserve for possible loan losses ................       1,200       1,415
                                                          ---------   ---------
Net loans .............................................      69,225      70,025
                                                          ---------   ---------
Premises and equipment ................................       3,282       3,308
Accrued interest receivable ...........................       1,204       1,110
Other real estate owned ...............................         529         590
Other assets ..........................................       1,995       1,884
                                                          ---------   ---------
Total assets ..........................................   $ 159,371   $ 164,901
                                                          =========   =========
Liabilities and Stockholders' Equity
Deposits:
  Demand ..............................................   $  20,569   $  16,919
  Savings .............................................      33,383      57,523
  Time ................................................      72,964      63,501
                                                          ---------   ---------
Total deposits ........................................     126,916     137,943
Short-term borrowings .................................       6,000          18
Accrued expenses and other liabilities ................         781       1,068
Long-term debt ........................................      15,749      15,749
                                                          ---------   ---------
Total liabilities .....................................     149,446     154,778

Commitments and contingencies
Stockholders' equity
  Preferred stock, no par value: Authorized
    100,000 shares;
    Series A , issued and outstanding 8
      shares in 1999 and 1998 .........................         200         200
    Series B , issued and outstanding 20
      shares in 1999 and 1998 .........................         500         500
    Series C , issued and outstanding 108
      shares in 1999 and 1998 .........................          27          27
    Series D , issued and outstanding 3,208
      shares in 1999 and 1998 .........................         820         820
  Common stock, par value $10: Authorized
    400,000 shares; 118,780 shares issued in
    1999 and 1998, 118,221 shares outstanding
    in 1999 and 1998 ..................................       1,188       1,188
  Surplus .............................................         938         938
  Retained earnings ...................................       6,635       6,442
  Accumulated other comprehensive (loss)
    income, net of tax ................................        (366)         25
  Treasury stock, at cost - 559 shares in 1999 and 1998         (17)        (17)
                                                          ---------   ---------
Total stockholders' equity ............................       9,925      10,123
                                                          ---------   ---------
Total liabilities and stockholders' equity ............   $ 159,371   $ 164,901
                                                          =========   =========
See accompanying notes to consolidated financial statements.
<PAGE>
                                       4

CITY NATIONAL BANCSHARES CORPORATION
AND SUBSIDIARY
                                         Six months ended     Three months ended
Consolidated Statement of Income (Unaudited)  June 30,            June 30,
Dollars in thousands,                  -----------------------------------------
  except per share data                   1999      1998       1999       1998
================================================================================
Interest income
Interest and fees on loans ......... $   3,021  $   2,599  $   1,509  $   1,318
Interest on Federal funds sold
  and securities purchased under
  agreements to resell .............       175        314         73        178
Interest on other short term
  investments ......................        22       --         --          --
Interest on deposits with banks ....         2          1       --          --
Interest and dividends on
  investment securities:
  Taxable ..........................     1,791      1,724        924        864
  Tax-exempt .......................       114        107         56         54
                                     ---------  ---------  ---------  ---------
Total interest income ..............     5,125      4,745      2,562      2,414
                                     ---------  ---------  ---------  ---------
Interest expense
Interest on deposits ...............     1,871      1,926        957        926
Interest on short-term borrowings ..        66         96         33         54
Interest on long-term debt .........       438        240        219        185
                                     ---------  ---------  ---------  ---------
Total interest expense .............     2,375      2,262      1,209      1,165
                                     ---------  ---------  ---------  ---------
Net interest income ................     2,750      2,483      1,376      1,249
Provision for possible loan
  losses ...........................       184        497        141        459
                                     ---------  ---------  ---------  ---------
Net interest income after
  provision for possible loan
  losses ...........................     2,566      1,986      1,235        790
                                     ---------  ---------  ---------  ---------
Other operating income
Service charges on deposit accounts        276        319        149        170
Other income .......................       477        366        206        179
Net gain on sales of investment
  securities available for sale ....        15          9       --            1
                                     ---------  ---------  ---------  ---------
Total other operating income .......       768        694        355        350
                                     ---------  ---------  ---------  ---------
Other operating expenses
Salaries and other employee benefits     1,370      1,323        697        679
Occupancy expense ..................       199        168         97         88
Equipment expense ..................       206        183        106         95
Other expenses .....................       777        757        373        431
                                     ---------  ---------  ---------  ---------
Total other operating expenses .....     2,552      2,431      1,273      1,293
                                     ---------  ---------  ---------  ---------
Income (loss) before income tax
  expense ..........................       782        249        317       (153)
Income tax expense (benefit) .......       269         51        110        (85)
                                     =========  =========  =========  =========
Net income (loss) .................. $     513  $     198  $     207  $     (68)
                                     =========  =========  =========  =========
Net income (loss) per common share

Basic .............................. $    3.43  $    1.01  $    1.75  $    (.60)
Diluted ............................      3.12       0.93       1.59       (.60)
                                     =========  =========  =========  =========
Basic average common shares
  outstanding ......................   118,221    114,141    118,221    114,141
Diluted average common shares
  outstanding ......................   132,071    127,991    132,071    114,141
                                     =========  =========  =========  =========
See accompanying notes to consolidated financial statements.
<PAGE>
                                       5

CITY NATIONAL BANCSHARES CORPORATION
AND SUBSIDIARIES

Consolidated Statement of Changes
in Stockholders' Equity
(Unaudited)
<TABLE>
<CAPTION>
                                                                                                Accumulated
                                                                                                   Other
                                                        Common             Preferred   Retained Comprehensive  Treasury
Dollars in thousands, except per share data             Stock    Surplus     Stock     Earnings Income (Loss)    Stock       Total
====================================================================================================================================
<S>               <C> <C>                             <C>        <C>        <C>        <C>         <C>         <C>         <C>
Balance, December 31, 1997 ........................   $  1,150   $    901   $  1,547   $  6,497    $    (38)   $    (25)   $ 10,032
Comprehensive income:
Net income ........................................       --         --         --          198        --          --           198
Unrealized gain on securities
  available for sale, net of tax ..................       --         --         --         --            19        --            19
                                                      --------   --------   --------   --------    --------    --------    --------
  Total comprehensive income, net of tax ..........                                                                             217
Dividends paid on preferred stock .................       --         --         --          (82)       --          --           (82)
Dividends paid on common stock ....................       --         --         --         (199)       --          --          (199)
                                                      --------   --------   --------   --------    --------    --------    --------
Balance, June 30, 1998 ............................   $  1,150   $    901   $  1,547   $  6,414    $    (19)   $    (25)   $  9,968
                                                      ========   ========   ========   ========    ========    ========    ========

Balance, December 31, 1998 ........................   $  1,188   $    938   $  1,547   $  6,442    $     25    $    (17)   $ 10,123
Net income ........................................       --         --         --          513        --          --           513
Unrealized loss on securities
  available for sale, net of tax ..................       --         --         --         --          (391)       --          (391)
                                                      --------   --------   --------   --------    --------    --------    --------
  Total comprehensive income, net of tax ..........                                                                             122
Dividends paid on preferred stock .................       --         --         --         (107)       --          --          (107)
Dividends paid on common stock ....................       --         --         --         (213)       --          --          (213)
                                                      --------   --------   --------   --------    --------    --------    --------
Balance, June 30, 1999 ............................   $  1,188   $    938   $  1,547   $  6,635    $   (366)   $    (17)   $  9,925
                                                      ========   ========   ========   ========    ========    ========    ========
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
                                       6
CITY NATIONAL BANCSHARES CORPORATION
AND SUBSIDIARIES

Consolidated Statement of Cash Flows (Unaudited)
                                                               Six Months Ended
                                                                    June 30,
                                                            --------------------
In thousands                                                   1999         1998
================================================================================
Operating activities
Net income .............................................   $    513    $    198
Adjustments to reconcile net income to net
  cash from operating activities:
  Depreciation and amortization ........................        199         179
  Provision for possible loan losses ...................        184         497
  Premium amortization (discount accretion)
    on investment securities ...........................         38         (30)
  Net gains on sales and early redemptions
    of investment securities ...........................        (15)         (9)
  Gains on loans held for sale .........................        (21)       --
Loans originated for sale ..............................       (380)       (876)
Proceeds from sales of loans held for sale .............        762        --
(Increase) decrease in accrued interest
  receivable ...........................................        (94)         61
Deferred income tax benefit ............................        (12)        (12)
Increase in other assets ...............................       (111)       (240)
Decrease in accrued expenses and other
  liabilities ..........................................        (30)        (32)
                                                           --------    --------
Net cash provided by (used in) operating
  activities ...........................................      1,033        (264)
                                                           --------    --------
Investing activities
Decrease in loans ......................................        910         196
Increase in interest bearing deposits with banks .......     (2,297)       --
Proceeds from maturities of investment securities
  available for sale, including sales, principal
  payments and calls ...................................     11,692       7,308
Proceeds from maturities of investment securities
  held to maturity, including principal payments
  and calls ............................................      7,154       8,543
Purchases of investment securities available for sale ..    (16,143)     (5,329)
Purchases of investment securities held to maturity ....     (7,005)     (6,499)
Purchases of premises and equipment ....................       (173)       (369)
Decrease in other real estate owned, net ...............         61          49
                                                           --------    --------
Net cash (used in) provided by investing activities ....     (5,801)      3,899
                                                           --------    --------
Financing activities
Increase in long-term debt .............................       --        10,000
(Decrease) increase in deposits ........................    (11,027)      5,358
Increase in short-term borrowings ......................      5,982       1,787
Dividends paid on preferred stock ......................       (107)        (82)
Dividends paid on common stock .........................       (213)       (199)
                                                           --------    --------
Net cash (used in) provided by financing activities ....     (5,365)     16,864
                                                           --------    --------
Net (decrease) increase in cash and cash equivalents ...    (10,133)     20,499

Cash and cash equivalents at beginning of period .......     21,967      13,260
                                                           --------    --------
Cash and cash equivalents at end of period .............   $ 11,834    $ 33,759
                                                           ========    ========
Cash paid during the year:
Interest ...............................................   $  2,458    $  2,001
Income taxes ...........................................        339         424

See accompanying notes to consolidated financial statements.
<PAGE>
                                       7

CITY NATIONAL BANCSHARES CORPORATION
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 significant  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  generally  accepted  accounting   principles  for  interim
financial information.  Accordingly, they do not include all the information and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements. 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 and
six months  ended June 30, 1999 are not  necessarily  indicative  of the results
that may be expected for the year ended December 31,1999.

3. Net income per common share

Basic  income  per common  share is  calculated  by  dividing  net  income  less
dividends  paid on  preferred  stock by the  weighted  average  number of common
shares  outstanding.  On a diluted  basis,  both net income  and  common  shares
outstanding are adjusted to assume the conversion of the convertible subordinate
debentures.

<PAGE>
                                       8
Management's Discussion and Analysis of Results of Operations and Financial
Condition

Results of operations

Net income  rose to  $513,000  in the first half of 1999 from  $198,000  for the
similar 1998 period.  Related earnings per share on a diluted basis increased to
$3.12 from $.93. 1999 second quarter net income  increased to $207,000  compared
to a $68,000 net loss a year earlier.  The earnings  improvement in both periods
resulted  from  increased  net  interest  income  along with a reduction  in the
provision for possible loan losses.

Total assets  declined from $164.9  million at the end of 1998 to $159.4 million
at June 30, 1999,  reflecting  the  withdrawal of a  nonrecurring  $15.9 million
municipal  deposit received at the end of 1998.  Average total assets rose 11.8%
for the first half of 1999  compared to the 1998 first half,  to $155.4  million
from $139 million, due primarily to deposit growth.

Net interest income

In the first half of 1999, net interest  income on a tax  equivalent  basis rose
10.6% from the same 1998  period,  while the related net  interest  margins were
3.90%  compared to 3.94%.  The increased  income  resulted from higher levels of
earning  assets,  while the lower  interest  margin was due to pressures  from a
lower interest rate  environment.  Net interest income on a tax equivalent basis
rose 10.1% in the second quarter of 1999 compared to the second quarter of 1998,
while the net interest margin in the 1999 second quarter  increased  slightly to
3.89% compared to 3.86% a year ago.

Interest  income on a tax  equivalent  basis  rose 8% in the first  half of 1999
compared to the first half of 1998 due to the additional earnings generated from
the purchase of $15.6 million of loans at the end of 1998. Interest expense rose
5% between the same periods due to higher interest-bearing liability levels. The
average rate paid fell 24 basis  points,  from 4.12% to 3.88%,  due to the lower
interest rate environment.

Interest income on a tax equivalent  basis increased 7% in the second quarter of
1999 compared to a year earlier,  also primarily due to the income earned on the
aforementioned  loans.  Interest  expense  rose 3.8% in the 1999 second  quarter
compared  to a year  earlier  due to the  increased  levels of  interest-bearing
liabilities.

Provision and reserve for possible loan losses

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

                                              Six Months         Three Months
                                            Ended June 30,      Ended June 30,
(Dollars in thousands)                        1999      1998      1999      1998
--------------------------------------------------------------------------------
Balance at beginning of period .........    $1,415    $  825    $1,075    $  825
Provision for possible loan losses .....       184       497       141       459
Recoveries of previous charge-offs .....        28        53        17         7
                                            ------    ------    ------    ------
                                             1,627     1,375     1,233     1,291
Less: Charge-offs.......................       427       100        33        16
                                            ------    ------    ------    ------
Balance at end of period ...............    $1,200    $1,275    $1,200    $1,275
                                            ======    ======    ======    ======

Management  believes that the reserve for possible loan losses is adequate based
on an  ongoing  evaluation  of the  loan  portfolio.  This  evaluation  includes
consideration  of past  loan loss  experience,  the  level  and  composition  of
nonperforming  loans,  collateral  adequacy,  and general  economic  conditions,
including the effect of such conditions on particular industries.

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.
                                                June 30,  December 31,  June 30,
(Dollars in thousands)                           1999        1998         1998
--------------------------------------------------------------------------------
Reserve for possible loan losses as a percentage of:

Total loans ................................       1.70%       1.98%       2.26%

Total nonperforming loans ..................      75.76%      78.51%      53.04%

Total nonperforming assets
  (nonperforming loans and OREO) ...........      56.79%      53.78%      41.57%

Net charge-offs as a percentage
  of average loans (year-to-date) ..........        .55%        .72%        .08%
<PAGE>
                                       9
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.
Nonaccrual loans include loans where principal or 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.

                                              June 30,   December 31,   June 30,
(Dollars in thousands)                          1999         1998         1998
--------------------------------------------------------------------------------
Nonaccrual loans
Commercial ..............................       $  834       $1,148       $1,489
Installment .............................         --              1            1
Real estate .............................          406          306          310
                                                ------       ------       ------
Total ...................................        1,240        1,455        1,800
                                                ------       ------       ------
Loans past due 90 days
  or more and still accruing
Commercial ..............................         --           --            230
Installment .............................         --           --           --
Real estate .............................          344          341          374
                                                ------       ------       ------
Total ...................................          344          341          604
                                                ------       ------       ------
Total nonperforming loans ...............        1,584        1,796        2,404
                                                ------       ------       ------
Troubled debt restructurings ............        1,261        1,261        1,261
                                                ------       ------       ------
Total loans and troubled
  debt restructurings ...................       $2,845       $3,057       $3,665
                                                ======       ======       ======

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. The defendants have responded  alleging CNB records regarding
these  transactions are in error and in fact CNB is liable to the defendants for
amounts  due as a  result  of  these  errors  and for  damages  incurred  by the
defendants  as  a  result  of  CNB's  collection  efforts.  The  amount  of  the
defendants'  counterclaim  has not been  quantified.  This  litigation is in the
midst of discovery.  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.  It is also too early to  determine  the  amount CNB will
ultimately recover, if any, under these insurance policies.

Based on an evaluation of the information currently available, the Bank provided
an $805,000  addition to the reserve for possible loan losses in 1998.  $405,000
was charged off during the fourth  quarter of 1998 and the remaining  balance of
$400,000 was  charged-off in the first quarter of 1999, and represented the only
impaired loan in 1999 prior to its  charge-off.  The average balance of impaired
loans during 1999 was $198,000.

Troubled  debt  restructurings  includes  two loans to one  commercial  borrower
totaling $1.3 million. A $1 million  construction loan was originated in August,
1996 and subsequently  increased by $200,000.  Payments remained current through
June,  1997 when  construction  was  completed  and the loan was  converted to a
permanent commercial  mortgage,  at which time principal paydowns were scheduled
to commence.

Prior to  becoming  90 days past due,  the  terms of the loan were  modified  to
continue interest only payments for a specified period of time, during which the
loan  performed  in  accordance  with  the  modified  terms.  The  loan has been
subsequently  modified  to extend the  amortization  period  from five to thirty
years and reduce the maturity from July 1, 2003 to August 1, 1999.

While payments are being made for the revised amount, they are consistently paid
subsequent to their due date. The loan is secured by a leasehold mortgage on the
financed property and the borrower's  principals have provided joint and several
personal guarantees.

In  addition,  a $100,000  working  capital  loan drawn down under a credit line
secured by receivables was originated in July,  1997. No principal  amortization
is currently required. While the working capital loan is currently performing in
accordance with its original  terms, at June 30, 1999, the interest  payment was
thirty days past due.
<PAGE>
                                       10
Nonperforming  assets are generally  secured by residential and small commercial
real estate.  It is the Bank's  intent to dispose of all other real estate owned
("OREO")  properties  at the earliest  possible  date at or near current  market
value.

At June  30,  1999,  there  were no  commitments  to lend  additional  funds  to
borrowers for loans that were on nonaccrual or contractually  past due in excess
of 90 days and still accruing  interest,  or to borrowers  whose loans have been
restructured.

Other operating income

Other  operating  income,   including  the  results  of  investment   securities
transactions,  rose 10.7% during the six months ended June 30, 1999  compared to
the similar  1998 half,  due  primarily  to the receipt of $51,000 from the U.S.
Department  of the  Treasury,  under its Bank  Enterprise  Award  Program.  This
program  provides  financial  incentives  to banks  making  qualifying  loans in
distressed  communities.  Other operating income for the 1999 second quarter was
slightly higher than a year earlier.

Other operating expenses

Other  operating  expenses rose 5% in the first half of 1999 to $2,552,000  from
$2,431,000 in the first half of 1998, with the increase  attributable  primarily
to the costs of  operating  a new branch for six  months  during  1999 which was
opened during May 1998. There was a slight decrease in second quarter 1999 total
other operating expenses compared with the same quarter in the preceding year as
the  aforementioned  costs of  operating  the new  branch  were  offset by lower
marketing expenses.

Income tax expense

Income tax expense as a percentage of pretax income rose to 34.3% from 20.5% for
the  first  half of 1999  compared  to the  first  half of 1998 due to  tax-free
interest income from municipal  securities  being a higher  percentage of income
before taxes in 1998. Investment securities

Investment  securities  available for sale ("AFS") rose to $36.1 million at June
30, 1999 from $32.3 million at the end of 1998.  Most of this increase  occurred
in federal agency securities, which rose from $2.2 million at the end of 1998 to
$27.9 million at June 30, 1999. Net gross unrealized losses in the AFS portfolio
rose to $608,000 at June 30, 1999 from a net gross unrealized gain of $40,000 at
1998  year-end  due to the effects of an increase in interest  rates  during the
first half of 1999.

The held to maturity ("HTM")  portfolio  carried net gross unrealized  losses of
$1.1 million at June 30, 1999  compared to $133,000 at December  31, 1998.  This
increase  was  also  due to the  higher  interest  rate  environment  and  had a
particularly  negative impact on the Bank's $19.5 million  portfolio of callable
agency bonds,  which had net gross unrealized losses of $1.1 million compared to
$62,000 at the end of 1998. 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 by the issuer. However, at the time of purchase, they generally have
a higher coupon rate than similar noncallable securities.

Management  believes  that  holding  the  callable  securities  will  not have a
significant impact upon the financial condition or operations of the Corporation
and that favorable yield spreads compensate for this.

Loans

Loans  declined by 1.4% at June 30, 1999  compared  to December  31,1998,  while
loans  held for sale  decreased  from $2 million at  December  31,  1998 to $1.4
million at June  30,1999,  reflecting  an increase in loan sales during the 1999
first half, compared to the first six months of 1998 when no loans were sold.

Deposits

Total  deposits  declined to $126.9 million at June 30, 1999 from $137.9 million
at the end of 1998, while average deposits rose 10.7%, to $125.6 million for the
first half of 1999 from $115.3 million for the first half of 1998. Year-end 1998
included a $15.9  million  nonrecurring  municipal  savings  deposit,  which was
withdrawn shortly after year-end.

Average  interest-bearing  deposits  rose  for  the  first  half of 1999 by 6.4%
primarily due to higher  municipal  account  balances as the Bank  significantly
expanded its  municipal  operating  account  relationships.  Most of this growth
occurred in Super Now  accounts.  Time deposits  averaged  $59.1 million for the
first  half of 1999,  6.5%  less  than  during  the  first  six  months of 1998,
reflecting  management's decision during 1998 to reduce the Bank's dependency on
expensive  short-term,  volatile  municipal time deposits with Federal Home Loan
Bank advances.
<PAGE>
                                       11
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,
tend to  have  high  balance  relationships  and  comprised  most of the  Bank's
accounts with balances of $100,000 or more at June 30, 1999.  These accounts are
used  for  operating  and  short-term  investment  purposes.  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.

Short-term borrowings

While total short-term borrowings increased from $18,000 at December 31, 1998 to
$6 million at the end of the 1999 second quarter,  the related average  balances
were $2.9  million for the first half of 1999  compared to $3.6  million for the
1998 first half, reflecting a slight reduction.  These borrowings were comprised
of U.S.  Treasury tax and loan note option  balances,  which may be withdrawn at
any time.

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  six  months of 1999 from  operating
activities  to the  Corporation's  liquidity  came from  proceeds from sales and
principal  payments  of loans held for sale,  while  loans  originated  for sale
represented the highest use of cash.

Net cash used in investing  activities  was primarily the result of the purchase
of investment  securities  available for sale, while sources of cash provided by
investing  activities  were derived  primarily  from proceeds  from  maturities,
principal  payments  and early  redemptions  of  investment  securities  held to
maturity.

The primary source of funds from financing  activities resulted from an increase
in short-term borrowings,  while the highest use of cash in financing activities
resulted from a decrease in deposits.

Capital

Stockholders'  equity  amounted to $10.3  million at June 30,  1999  compared to
$10.1  million at December  31, 1998.  This slight  increase  resulted  from the
dividends paid in the first quarter of 1999. The Corporation  pays its dividends
annually  rather than quarterly.  Stockholders'  equity as a percentage of total
assets was 6.46% at June 30, 1999, compared to 6.14% at December 31, 1998.

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.

At June 30, 1999, the Corporation's core capital (Tier 1) and total (Tier 1 plus
Tier 2) risked-based capital ratios were 11.73% and 14.98%, respectively.
<PAGE>
                                       12
Year 2000

Many computer  programs were written using two digits rather than four to define
the applicable year. These programs were written without  considering the impact
of the  upcoming  change in  century  from 1999 to 2000,  and the  programs  may
experience  problems  handling  dates  beyond  1999.  This could cause  computer
applications to fail or create incorrect  information unless corrective measures
are taken.  Incomplete or untimely  resolution of the Year 2000 ("Y2K") issue by
the Bank,  or its major  borrowers  and lenders,  could have a material  adverse
impact on the Bank's business, operations and financial condition.

During  1997,   the   Corporation   established   an  overall  plan  to  address
system-related Y2K issues. The plan calls for either system modifications to, or
replacement of, existing business systems  applications,  including hardware and
equipment.  A majority of the systems are  provided  and  maintained  by outside
vendors with whom management is coordinating the Y2K efforts.  The Bank operates
its deposit,  loan and general ledger systems on one software system licensed to
the Bank through a third party ("primary  software  vendor").  The Bank received
the  software  from  its  primary  software  vendor  and  began  testing  during
September,  1998 to verify the vendor's  representation that the software is Y2K
compliant.  The testing for the deposit, loan and general ledger systems,  which
are the primary functions of this software,  has been completed as of the end of
1998. Additional Y2K software systems have been purchased from other vendors and
the Bank has substantially completed testing those systems for Y2K compliance.

All hardware and equipment not considered to be Y2K compliant has been replaced,
or replacements are on order.

The cost of this Y2K  compliance  program  related  to system  modifications  is
estimated to be $258,000,  most of which represents  capital  expenditures  that
will be funded  through  operating cash flows.  At June 30, 1999,  most of these
costs had been incurred, most of which were capital costs.

The  Corporation  has also initiated  discussions  with third  parties,  such as
vendors,  customers,  governmental  entities,  and others,  to attempt to obtain
assurance that they have appropriate plans to be Y2K compliant.  The Corporation
has  contacted its major  depositors  and borrowers in order to assess their Y2K
readiness.  Failure of the  Corporation  or third  parties to correct Y2K issues
could cause disruption of operations  resulting in increased operating costs. In
addition,  to the extent customers' financial positions are weakened as a result
of Y2K issues, credit quality could be adversely affected.

The  Corporation  is  preparing  contingency  plans in the  event of Y2K  system
failures,  including the  identification of alternative data processing  methods
and alternate sources of liquidity.  Additionally,  the Corporation has utilized
the services of a third party to provide independent verification and validation
of its Y2K concerns.  However,  since it cannot predict  whether its vendors and
customers  will be  successful  in  becoming  Y2K  compliant,  it is  developing
detailed  contingency  plans  to  address  the  potential  of  a  disruption  of
operations.

The  Corporation  receives  guidance  from the  Federal  Financial  Institutions
Examination  Council  ("FFIEC"),   the  formal  interagency  body  empowered  to
prescribe  uniform  principles,  standards and  examination  procedures  for the
examination of financial  institutions by the federal regulatory  agencies,  and
participates in scheduled federal Y2K examinations, which are being conducted to
assess each financial institution's Y2K efforts.

The  cost  of the  project  and the  expected  completion  dates  are  based  on
management's  best  estimates.  However,  there can be no  guarantee  that these
estimates  will  be  achieved  and  actual  results  could  differ   materially.
Substantially  all of the work under this program,  including testing of mission
critical systems, has been completed.

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. 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 has no risk
associated with off balance-sheet financial instruments.

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.
<PAGE>
                                       13
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 current interest  simulation model, if interest
rates increased or decreased 100 basis points from current rates in an immediate
and parallel shock,  the Corporation  would anticipate a decrease of $211,000 in
net  interest  income  and  an  increase  of  $45,000  in net  interest  income,
respectively.  The results do not  represent a material  change from the amounts
previously reported as of December 31, 1998.

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. The defendants have responded  alleging CNB records regarding
these  transactions  are in error and that CNB is liable to the  defendants  for
amounts  due as a  result  of  these  errors  and for  damages  incurred  by the
defendants  as  a  result  of  CNB's  collection  efforts.  The  amount  of  the
defendants'  counterclaim  has not been  quantified.  CNB has filed  appropriate
proofs of loss under various insurance policies,  including CNB's fidelity bond.
This litigation is currently in the midst of discovery.  The likelihood of CNB's
success in this  litigation  and its  ability to recover any amount for which it
obtains judgment is uncertain.

Item 4.  Submission of matters to a Vote of Security Holders

a)   The Annual Meeting of Stockholders of City National Bancshares  Corporation
     was held on May 20, 1999. The stockholders voted upon the election of three
     persons,  named  in the  proxy  statement,  to serve  as  directors  of the
     Corporation  for three  years.  All  directors  were  elected at the Annual
     Meeting  with the number of votes "For" and  "Abstained"  indicated.  There
     were no votes "Against".


                                 Number of Votes

         Name                        For                             Abstained
Douglas E. Anderson                 74,615                              62
Eugene Giscombe                     74,615                              62
Louis E. Prezeau                    74,615                              62

The terms of the following  directors were continued  after the Annual  Meeting:
Leon Ewing, Barbara Bell Coleman, Norman Jeffries, and Lemar Whigham.

Stockholders  also voted upon the ratification of the appointment of KMPG LLP as
independent  auditors for the fiscal year ended December 31, 1999.  Stockholders
voted  74,516  shares  "For" the  proposal,  5 shares  "Against"  and 156 shares
"Abstained".

Item 5.  Other Matters

a) On March 23, 1999,  the Board  approved the  declaration of a $1.80 per share
dividend to common  stockholders,  payable on April 16, 1999 to  stockholders of
record on March 31, 1999.

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).
<PAGE>
                                       14
(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).

(10)(b) The Employment  Agreement among the  Corporation,  the Bank and Louis E.
     Prezeau dated May 24, 1997  (incorporated by reference to Exhibit 10 to the
     Corporation's  Quarterly Report on Form 10-Q for the quarter ended June 30,
     1997).

(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) Asset  Purchase and Sale  Agreement  between the Bank and Carver Federal
     Savings Bank dated as of January 26, 1998 (incorporated herein by reference
     to Exhibit  10(d) to the  Corporation's  Annual Report on Form 10-K for the
     year ended December 31, 1997).

(10)(e) Group Term Life Insurance Replacement Plan dated January 1, 1997.

(10)(f) Salary Continuation  Agreement dated January 1, 1997 among the Bank, the
     Corporation and Mr. Prezeau.

(10)(g) Salary Continuation  Agreement dated January 1, 1997 among the Bank, the
     Corporation and Mr. Weeks.

(10)(h) Director Retirement  Agreement dated January 1, 1997 among the Bank, the
     Corporation and Douglas E. Anderson.

(11) Statement  regarding  computation  of  per  share  earnings.  The  required
     information is included on page 24.

(13) Annual  Report to security  holders for the fiscal year ended  December 31,
     1998.

(24) Power of Attorney is located on the signature page.

(27) Financial Data Schedule.


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)

         August 13, 1999            ____________________
                                    Edward R. Wright
                                    Senior Vice President and Chief Financial
                                    Officer (Principal Financial and Accounting
                                    Officer)