1

                                                              
                       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, 1998
         [   ] 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: (201) 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 May 12, 1997 was approximately $1,617,650.

There were 114,141 shares of common stock outstanding at May 12, 1998.

<PAGE>
                                       2

CITY NATIONAL BANCSHARES CORPORATION
AND SUBSIDIARY

Consolidated Balance Sheet


                                                        March 31,   December 31,
Dollars in thousands,
 except per share data                                      1998            1997
================================================================================
Assets
Cash and due from banks ...........................     $   3,739      $  13,260
Federal funds sold ................................         8,100           --
Interest bearing deposits
  with banks ......................................            48             40
Investment securities
  available for sale ..............................        31,315         32,694
Investment securities held
  to maturity (Market value
  of $27,952 at March 31, 1998
  and $29,638 at December 31,1997) ................        28,120         29,666
Loans held for sale ...............................         1,158            807
Loans .............................................        57,015         56,947
Less: Reserve for possible
  loan losses .....................................           825            825
                                                        ---------      ---------
Net loans .........................................        56,190         56,122
                                                        ---------      ---------
Premises and equipment ............................         3,183          3,192
Accrued interest receivable .......................         1,006          1,112
Other real estate owned ...........................           663            385
Other assets ......................................         1,922          1,590
                                                        ---------      ---------
Total assets ......................................     $ 135,444      $ 138,868
                                                        =========      =========
Liabilities and Stockholders' Equity
Deposits:
  Demand ..........................................     $  13,080      $  24,789
  Savings .........................................        34,699         24,949
  Time ............................................        66,139         69,979
                                                        ---------      ---------
Total deposits ....................................       113,918        119,717
Short-term borrowings .............................         6,000          4,213
Accrued expenses and other
  liabilities .....................................         1,710          1,157
Long-term debt ....................................         3,749          3,749
                                                        ---------      ---------
Total liabilities .................................       125,377        128,836

Commitments and contingencies

Stockholders' equity
  Preferred stock, no par value:
    Authorized 100,000 shares;
    Series A , issued and outstanding
      8 shares in 1998 and 1997 ...................           200            200
    Series B , issued and outstanding
      20 shares in 1998 and 1997 ..................           500            500
    Series C , issued and outstanding
      108 shares in 1998 and 1997 .................            27             27
    Series D , issued and outstanding
      3,280 shares in 1998 and 1997 ...............           820            820
  Common stock, par value $10:
    Authorized 400,000 shares;
    114,980 shares issued in
      1998 and 1997,
    114,141 shares outstanding in
      1998 and 1997 ...............................         1,150          1,150
  Surplus .........................................           901            901
  Retained earnings ...............................         6,482          6,497
  Less:
    Accumulated other comprehensive
      income, net of tax ..........................           (12)            38
    Treasury stock, at cost - 839 shares ..........            25             25
                                                        ---------      ---------
Total stockholders' equity ........................        10,067         10,032
                                                        ---------      ---------
Total liabilities and stockholders' equity ........     $ 135,444      $ 138,868
================================================================================

See accompanying notes to consolidated financial statements.

<PAGE>
                                       3

CITY NATIONAL BANCSHARES CORPORATION
AND SUBSIDIARY

Consolidated Statement of Income
                                                    Three months ended March 31,
Dollars in thousands,
  except per share data                                      1998           1997
================================================================================
Interest income
Interest and fees on loans .......................       $  1,281       $  1,253
Interest on Federal funds
  sold and securities purchased
  under agreements to resell .....................            136            121
Interest on other short term
  investments
Interest on deposits with banks ..................              1              1
Interest and dividends on
  investment securities:
  Taxable ........................................            860            897
  Tax-exempt .....................................             53             29
                                                         --------       --------
Total interest income ............................          2,331          2,301
                                                         --------       --------
Interest expense
Interest on deposits .............................          1,000            921
Interest on short-term
  borrowings .....................................             42             48
Interest on long-term debt .......................             55             36
                                                         --------       --------
Total interest expense ...........................          1,097          1,005
                                                         --------       --------
Net interest income ..............................          1,234          1,296
Provision for possible loan losses ...............             38             27
                                                         --------       --------
Net interest income after
  provision for possible loan losses .............          1,196          1,269
                                                         --------       --------
Other operating income
Service charges on deposit accounts ..............            149            143
Other income .....................................            187            158
Net gain on sales of investment
  securities available for sale ..................              8             21
                                                         --------       --------
Total other operating income .....................            344            322
                                                         --------       --------
Other operating expenses
Salaries and other employee benefits .............            644            641
Occupancy expense ................................             80             87
Equipment expense ................................             88             97
Other expenses ...................................            326            369
                                                         --------       --------
Total other operating expenses ...................          1,138          1,194
                                                         --------       --------
Income before income tax expense .................            402            397
Income tax expense ...............................            136            144
                                                         --------       --------
Net income .......................................       $    266       $    253
                                                         ========       ========
Net income per share
Basic ............................................       $   1.64       $   1.86
Diluted ..........................................           1.46           1.66
                                                         ========       ========
Basic average common shares
  outstanding ....................................        114,141        114,141
Diluted average common shares
  outstanding ....................................        127,991        127,991
                                                         ========       ========

See accompanying notes to consolidated financial statements.

<TABLE>
<CAPTION>
<PAGE>
                                       4

CITY NATIONAL BANCSHARES CORPORATION
 AND SUBSIDIARY

Consolidated Statement of Changes
in Stockholders' Equity                                                                                           
                                                                                               Net Unrealized
                                                                                               Gain (Loss) on
                                                                                                  Investment
                                                                                                  Securities 
                                                     Common               Preferred    Retained   Available     Treasury
Dollars in thousands, except per share data           Stock     Surplus      Stock     Earnings   For Sale        Stock        Total
====================================================================================================================================
<S>               <C> <C>                             <C>        <C>        <C>         <C>         <C>         <C>         <C>     
Balance, December 31, 1996 ........................   $  1,150   $    901   $    727   $  5,645    $   (111)   $    (25)   $  8,287
Net income ........................................       --         --         --          253        --          --           253
Unrealized gain (loss), net of tax ................       --         --         --         --           (87)       --           (87)
  Total comprehensive income, net of tax ..........                                                                             166
Dividends paid on preferred stock .................       --         --         --          (44)       --          --           (44)
                                                      --------   --------   --------   --------    --------    --------    --------
Balance, March 31, 1997 ...........................   $  1,150   $    901   $    727   $  5,854    $   (198)   $    (25)   $  8,409
                                                      ========   ========   ========   ========    ========    ========    ========

Balance, December 31, 1997 ........................   $  1,150   $    901   $  1,547   $  6,497    $    (38)   $    (25)   $ 10,032
Net income ........................................       --         --         --          266        --          --           266
Unrealized gain, net of tax .......................       --         --         --         --            50        --            50
  Total comprehensive income, net of tax ..........                                                                             316
Dividends paid on preferred stock .................       --         --         --          (82)       --          --           (82)
Dividends paid on common stock ....................       --         --         --         (199)       --          --          (199)
                                                      --------   --------   --------   --------    --------    --------    --------
Balance, March 31, 1998 ...........................   $  1,150   $    901   $  1,547   $  6,482    $     12    $    (25)   $ 10,067
                                                      ========   ========   ========   ========    ========    ========    ========

See accompanying notes to consolidated financial statements.
</TABLE>

<PAGE>
                                       5

                                                
CITY NATIONAL BANCSHARES CORPORATION                                            
AND SUBSIDIARY                                          
                                                
Consolidated Statement of Cash Flows                                            
                                                
                                                             Three Months
                                                             Ended March 31,
In thousands                                                1998           1997
Operating activities                                    --------        --------
Net income .......................................      $    266       $    253
Adjustments to reconcile net income
  to net cash from operating activities:
  Depreciation and amortization ..................            86             90
  Provision for possible loan losses .............            38             27
  Writedown of other real estate owned ...........          --               24
  Net (accretion of discount)
    amortization of premium ......................           (43)            19
  Net gain on sales of investment
    securities available for sale ................            (8)           (21)
  Gains and commissions on sales of
    loans held for sale ..........................          --               (2)
Decrease in accrued interest receivable ..........           106            196
Deferred income tax benefit ......................           (28)           (13)
Increase in other assets .........................          (287)          (959)
Increase in accrued expenses and
  other liabilities ..............................           553            339
                                                        --------        --------
Net cash provided by (used in)
  operating activities ...........................           683            (69)
                                                        --------        --------
Investing activities
Loans originated for sale ........................          (353)          --   
Proceeds from sales of loans held
  for sale .......................................          --               93
(Increase) decrease in loans .....................          (433)           409
(Increase) decrease in interest
  bearing deposits with banks ....................            (8)            15
Proceeds from sales of investment
  securities available for sale ..................            79           --   
Proceeds from maturities of investment
  securities available for sale,
  including principal payments and calls .........         3,009          3,574
Proceeds from maturities of investment
  securities held to maturity,
  including principal payments and calls .........         6,102            282
Purchases of investment securities
  available for sale .............................        (1,678)        (1,995)
Purchases of investment securities
  held to maturity ...............................        (4,500)          --   
Purchases of premises and equipment ..............           (78)           (71)
Decrease in other real estate owned ..............            49           --   
                                                        --------        --------
Net cash provided by
  investing activities ...........................         2,189          2,329
                                                        --------        --------
Financing activities
Increase in long-term debt .......................          --            2,000
Decrease in deposits .............................        (5,799)        (9,402)
Increase in short-term borrowings ................         1,787            657
Dividends paid on preferred stock ................           (82)           (44)
Dividends paid on common stock ...................          (199)          --   
                                                        --------        --------
Net cash used in financing activities ............        (4,293)        (6,789)
                                                        --------        --------
Net decrease in cash and cash
  equivalents ....................................        (1,421)        (4,529)
Cash and cash equivalents at
  beginning of period ............................        13,260         11,667
                                                        --------        --------
Cash and cash equivalents at
  end of period ..................................      $ 11,839       $  7,138
                                                        --------        --------
Cash paid during the year:
Interest .........................................      $    983       $    818
Income taxes .....................................          --                1
                                                
See accompanying notes to consolidated financial statements. 

<PAGE>
                                       6

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"). 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
months ended March 31, 1998 are not  necessarily  indicative of the results that
may be expected for the year ended December 31,1998.

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 from the date of issue.

4. Recent accounting pronouncement

In June, 1997 the FASB issued SFAS No. 130,  "Reporting  Comprehensive  Income,"
effective  for  fiscal  years  beginning  after  December  15,  1997.  SFAS  130
establishes  standards for reporting and displaying of comprehensive  income and
its  components  (revenues,  expenses,  gains,  and  losses)  in a  full  set of
general-purpose financial statements.  SFAS 130 requires that all items that are
required  to  be  recognized  under   accounting   standards  as  components  of
comprehensive income be reported in a financial statement that is displayed with
the same prominence as other financial statements.  The Corporation adopted SFAS
No. 130 in the first quarter of 1998.

Total comprehensive income consists of net income and other comprehensive income
which is comprised of unrealized  holding  gains (loss) on securities  available
for sale, net of tax.

5. Subsequent event

During  April,  1998 a  customer  of  City  National  Bank  incurred  overdrafts
aggregating  approximately $805,000,  exceeding the customer's authorized limit.
The Bank has had a relationship  with this customer in connection  with the sale
of money orders as an agent of the Bank. No further  deposits have been made and
the Bank has commenced legal action to collect the overdraft, and is also making
a claim against a $300,000 fidelity bond maintained by the customer,  as well as
determining whether to make a claim under its own blanket bond.

The customer has filed a defense against the claims made by the Bank, along with
a counterclaim.  While the Bank is confident of its claims, the ultimate outcome
of these  actions  cannot  be  determined  and the  complete  collection  of the
overdraft is uncertain.  

The financial  statements do not include any adjustments  that might result from
the outcome of this uncertainty.

<PAGE>
                                       7

Management's Discussion and Analysis of Results of Operations and Financial
Condition

Results of operations

Net  income  rose 5.1% in the first  quarter  of 1998 to  $266,000  compared  to
$253,000 for the similar 1997  period.  Related  earnings per share on a diluted
basis decreased to $1.46 from $1.66, and were affected by higher preferred stock
dividend  payments.  Returns on average  common  equity and average  assets were
11.46%  and  .71% for the  first  quarter  of 1998 and  12.72 % and .71% for the
corresponding 1997 period.

Higher fee income,  which  contributed  to an 18.4% rise in other income,  along
with  reductions  in most  categories  of operating  expenses,  were the primary
reasons for the improved earnings.

Net interest income

In the first  quarter of 1998,  net interest  income on a tax  equivalent  basis
declined by 4% from the same 1997 period, while the related net interest margins
were 4.02% compared to 4.21%,  representing a decrease of 19 basis points. These
declines  resulted from the nominal  growth in average  interest  earning assets
along with the effects of a higher cost of funds.

Interest income on a tax equivalent  basis was virtually  unchanged in the first
quarter of 1998  compared to the first quarter of 1997, as were the asset mixes,
as well as the interest rate earned on interest earning assets. Interest expense
rose 9.15%  between the same periods due  primarily to higher  interest  bearing
deposit  costs.  The average rate paid for these  deposits rose 33 basis points,
from 3.67% to 4%, due to the continued high cost of municipal time deposits.

Provision and reserve for possible loan losses

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

                                                           Three Months
                                                          Ended March 31,

(Dollars in thousands)                                  1998               1997
-------------------------------------------------------------------------------
Balance at beginning of period                          $825               $750
Provision for possible loan losses                        38                 27
Recoveries of previous charge-offs                        46                 12
                                                      ------             ------
                                                         909                789

Less: Charge-offs                                         84                 29
                                                      ------             ------
Balance at end of period                               $ 825              $ 760


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.

                                               March 31, December 31,  March 31,
(Dollars in thousands)                            1998       1997        1997
--------------------------------------------------------------------------------
Reserve for possible loan losses 
  as a percentage of:
Total loans ...............................        1.32%       1.45%      1.34%
Total nonperforming loans .................       62.31%      59.10%     77.08%
Total nonperforming assets
   (nonperforming loans and OREO) .........       41.52%      53.78%     46.51%
Net charge-offs (recoveries) as a 
percentage of average loans (year-to-date)..        .02%        .15%      (.03)%
<PAGE>
                                       8

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  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.

                                          March 31,  December 31,  March 31,
(Dollars in thousands)                       1998       1997        1997
-------------------------------------------------------------------------------
Nonaccrual loans
Commercial ..............................   $  827     $  568      $  385
Installment .............................       11          1           5
Real estate .............................      186        597         596
-----------------------------------------   ------     ------      ------
Total ...................................    1,024      1,166         986
                                            ------     ------      ------
Loans past due 90 days
  or more and still accruing
Commercial ..............................     --           46        --
Installment .............................     --         --          --
Real estate .............................      300        184        --
-----------------------------------------   ------    ------      ------
Total ...................................      300        230        --
-----------------------------------------   ------     ------     ------
Total nonperforming loans ...............    1,324      1,396        986

Troubled debt restructurings.............    1,261      1,261       --
                                            ------     ------     ------

Total loans and troubled 
debt restructurings.....................    $2,585     $2,657     $  986

Nonperforming  assets  are  generally  well  secured  by  residential  and small
commercial real estate. It is the Bank's intent to move nonperforming loans into
other real estate  owned  ("OREO") as rapidly as possible  and to dispose of all
OREO properties at the earliest possible date at or near current market value.

Troubled  debt  restructuring  includes  two  loans to one  commercial  borrower
totalling $1.3 million. A $1 million construction loan was originated in August,
1996 and subsequently  increased by $200,000.  Payments remained current thought
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. 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 secured by receivables was originated
in July, 1997.

The construction  loans is currently  performing in accordance with the modified
terms while the working capital loan is currently  performing in accordance with
it original terms.  Management  believes that both of these loans are adequately
secured and fully collectible.

At December 31, 1997,  there were no  commitments  to lend  additional  funds to
borrowers for loans that were nonaccrual or contractually  past due in excess of
90 days and still  accruing  interest,  or to  borrowers  whose  loans have been
restricted.

Other operating income

Other  operating  income,   including  the  results  of  investment   securities
transactions  rose 6.8% during the three months ended March 31, 1998 compared to
the similar 1997 quarter, due primarily to higher fee income.

Other operating expenses

Other  operating  expenses  declined  4.7%  for  the  first  quarter  of 1998 to
$1,138,000  from  $1,194,000  in the first  quarter of 1997,  with the  decrease
attributable  primarily to lower  occupancy and  equipment  expense and to lower
costs associated with carrying foreclosed properties.

Income tax expense

Income tax expense as a percentage of pretax income declined to 33.8% from 36.3%
for the first  quarter of 1998 compared to the first quarter of 1997 as a result
of higher levels of income subject to lower state income tax rates.
<PAGE>
                                       9

Investment securities

There was little  activity in either the held to maturity or available  for sale
portfolio during the first quarter of 1998.

Loans

Loans held for sale rose from  $807,000 at  December  31,1997 to  $1,158,000  at
March 31, 1998  reflecting an increase in loans  originated  for sale during the
1998 first  quarter,  compared to the first  three  months of 1997 when no loans
were originated for sale.
Loans  totalled  $57  million at March 31,  1998  compared  to $56.9  million at
December 31, 1997.

Deposits

Average  deposits for the first quarter of 1998 totalled $117.8 million compared
to $117.4 million for the first quarter of 1997,  while total deposits  declined
from $119.7  million at 1997 year-end to $113.9  million at March 31, 1998.  The
decrease in total deposits resulted from the withdrawal during the first quarter
of 1998 of an $8 million  nonrecurring  demand  deposit  from a U.S.  Government
agency.  The cost of interest  bearing deposits was higher due to the relatively
high cost of municipal  deposits,  which continue to comprise a substantial part
of total deposits and represent a consistently stable funding source. 

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.

Total  certificates  of deposit  decreased  from $70 million at 1997 year-end to
$66.1  million  at the end of the  1998  first  quarter  due to a  reduction  in
certificates  of  deposit  of  $100,000  or more,  most of which  are  municipal
deposits,  which declined from $51 million at December 31, 1997 to $45.5 million
at March 31, 1998.

Short-term borrowings

Average short-term  borrowings  declined 15.1% from the first quarter of 1997 to
the corresponding 1998 period,  reflecting lower levels of U.S. Treasury tax and
loan note option balances.
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  major  contribution  during  the  first  quarter  of  1998  from  operating
activities  to the  Corporation's  liquidity  come from an  increase  in accured
expenses and other  liabilities,  while an increase in other assets  represented
the highest use of cash.

Net cash used in investing  activities  was primarily the result of the purchase
of investment  securities held to maturity,  which totalled $4.5 million,  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, which amounted to $6.1 million.

The primary  source of funds from financing  activities  resulted an increase in
short-term borrowings, which rose $1.8 million, while the highest use of cash in
financing activities resulted from an increase in short-term borrowings.

Interest rate sensitivity

The management of interest rate risk is also important to the  profitability  of
the Corporation. Interest rate risk arises when an earning asset matures or when
its interest rate changes in a time period  different  from that of a supporting
interest bearing  liability,  or when its interest rate changes in a time period
different  from that of an interest  earning  asset that it supports.  While the
Corporation  does not match  specific  assets and  liabilities,  total  earnings
assets and interest  bearing  liabilities  are grouped to determine  the overall
interest rate risk within a number of specific time frames.
<PAGE>
                                       10
Interest  sensitivity  analysis  attempts to measure the  responsiveness  of net
interest  income to changes in interest  rate  levels.  The  difference  between
interest sensitive assets and interest  sensitive  liabilities is referred to as
the interest sensitivity gap. At any given point in time, the Corporation may be
in an asset-sensitive position, whereby its interest-sensitive assets exceed its
interest-sensitive liabilities or in a liability-sensitive position, whereby its
interest-sensitive  liabilities exceed its interest-sensitive  assets, depending
on management's judgment as to projected interest rate trends.

One measure of interest  rate risk is the  interest-sensitvity  analysis,  which
details the repricing  differences for assets and liabilities for given periods.
The primary  limitation  of this  analysis is that it is a static (i.e,  as of a
specific  point in time)  measurement  which does not  capture  risk that varies
nonproportionally  with changes in interest rates.  Because of this  limitation,
the  Corporation  uses a  simulation  model as its primary  method of  measuring
interest rate risk.  This model,  because of its dynamic  nature,  forecasts the
effects of different  patterns of rate  movement and variances in the effects of
rate  changes  on  the  Corporations'  mix  of  interest-sensitive   assets  and
liabilities.

At March 31,1998,  the  Corporation  had a cumulative  one-year  static gap of a
negative  $14.4  million,  representing  10.67% of total  assets  compared  to a
negative $12.9 million gap at December 31,1997, which represented 9.29% of total
assets.  Utilizing a dynamic  simulation  model,  management  believes that this
amount would not result in a  significant  change in net interest  income should
interest rates rise or fall up to 300 basis points,  which is the maximum change
that  management  uses to measure the  Corporation's  exposure to interest  rate
risk.

Capital

Stockholders'  equity amounted to $10 million at both March 31,1998 and December
31,  1997.  Stockholders'  equity as a  percentage  of total assets was 7.43% at
March 31,1998, comparee to 7.22% at December 31, 1997.

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 March  31,1998,  the  Corporation's  core capital (Tier 1 ) and total (Tier 1
plus Tier 2) risked-based capital ratios were 16% and 20.05%, respectively.


PART II Other information

Item 6a. Exhibits

         (11 ) Statement re computation of per share earnings

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, 1998       ____________________
                            Edward R. Wright
                            Senior Vice President and Chief Financial
                            Officer (Principal Financial and Accounting Officer)