<PAGE>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

(Mark one)
  [X]      ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
           ACT OF 1934
           For the fiscal year ended December 31, 2002

  [ ]      TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
           EXCHANGE ACT OF 1934
           For the transition period from ________________ to _________________

                           Commission File No. 0-28648

                           OHIO STATE BANCSHARES, INC.
                 ----------------------------------------------
                 (Name of small business issuer in its charter)

           OHIO                                       34-1816546
           ----                                        ----------
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
incorporation or organization)

  111 South Main Street, Marion, Ohio                    43302
----------------------------------------                 -----
(Address of principal executive offices)               (Zip code)

                                 (740) 387-2265
                                 --------------
                           (Issuer's telephone number)

Securities registered under Section 12(b) of the Exchange Act:

Title of each class                 Name of each exchange on which registered
-------------------                 -----------------------------------------
       None                                          None

Securities registered under Section 12(g) of the Exchange Act:

                         Common Shares, $10.00 par value
                                (Title of class)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 | |

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. |X|

Issuer's revenue for the year ended December 31, 2002 was: $7,093,034

The aggregate market value of the Issuer's voting stock held by nonaffiliates of
the Issuer as of June 30, 2002 based on the trade price of $67.00 was
$6,672,195.

At March 20, 2003, there were issued and outstanding 190,000 of the Issuer's
Common Shares.

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Issuer's 2002 Annual Report to security holders are incorporated
by reference into Item 1, Item 6 and Item 7 and are attached as exhibit 13.
Portions of the Issuer's Proxy Statement to be separately filed and dated
approximately March 28, 2003, are incorporated by reference into Item 9, Item
10, Item 11, and Item 12.

Transitional Small Business Disclosure Form (check one):  Yes | |  No |X|



<PAGE>



                                      INDEX

                                   FORM 10-KSB
<TABLE>
<CAPTION>
<S>                                                                                                            <C>
PART I

       ITEM 1.       Description of Business..................................................................    3

       ITEM 2.       Description of Property..................................................................    4

       ITEM 3.       Legal Proceedings........................................................................    4

       ITEM 4.       Submission of Matters to a Vote of Security Holders......................................    4


PART II

       ITEM 5.       Market for Common Equity and Related Shareholder Matters.................................    5

       ITEM 6.       Management's Discussion and Analysis of Financial Condition
                     and Results of Operations................................................................    5

       ITEM 7.       Financial Statements.....................................................................    5

       ITEM 8.       Changes in and Disagreements with Accountants on
                     Accounting and Financial Disclosure......................................................    5


PART III

       ITEM 9.       Directors, Executive Officers, Promoters and Control Persons;
                     Compliance with Section 16(a) of the Exchange Act........................................    6

       ITEM 10.      Executive Compensation...................................................................    6

       ITEM 11.      Security Ownership of Certain Beneficial Owners and Management...........................    6

       ITEM 12.      Certain Relationships and Related Transactions...........................................    6

       ITEM 13.      Exhibits and Reports on Form 8-K.........................................................    7

       ITEM 14.      Controls and Procedures..................................................................    8


SIGNATURES           .........................................................................................    9
</TABLE>




                                       2
<PAGE>



                                     PART I


ITEM 1 - DESCRIPTION OF BUSINESS

BUSINESS

At the annual shareholders' meeting held on April 13, 1995, The Marion Bank's
("Bank") shareholders approved a plan of reorganization whereby they would
exchange their shares of Bank stock for the common stock of Ohio State
Bancshares, Inc. ("OSB"), together referred to as the Corporation. OSB received
approval from the Board of Governors of the Federal Reserve System during early
1996 and the reorganization was consummated on May 16, 1996. The principal
business of OSB is presently to operate the Bank, which is a wholly-owned
subsidiary and its principal asset. OSB and the main office of the Bank are
located at 111 South Main Street, Marion, Ohio 43302. The Corporation's
telephone number is (740) 387-2265.

Although wholly-owned by OSB, the Bank functions as an independent community
bank. The Bank was chartered as an Ohio banking corporation on March 24, 1988
and commenced operations on August 23, 1988. The Bank offers a full range of
commercial banking services, including commercial loans, real estate loans and
various types of consumer loans; checking, savings and time deposits; money
market accounts; travelers checks; pre-approved overdraft protection; safe
deposit boxes and other customary nondeposit banking services. The Bank is an
agent for Visa credit cards and is a merchant depository for cardholder sales
drafts. At the present time, the Bank does not have a trust department, but can
provide access to this service through correspondent banks. The Bank is a member
of 24-hour automated teller networks. It also offers two lanes of drive-up
banking services at each banking location.

The nature of the Bank allows for full diversification of depositors and
borrowers so it is not dependent upon a single or a few customers. Most of the
Bank's deposits are attracted from individuals and business related sources. No
material portion of the Bank's loans are concentrated within a single industry
or group of related industries. The business of the Bank is somewhat seasonal in
nature due to lending activities in the agricultural and automobile markets.

The Corporation is not aware of any exposure to material costs associated with
environmental hazardous waste cleanup. Bank loan procedures require EPA studies
be obtained by Bank management prior to approving any commercial real estate
loan with such potential risk.

SUPERVISION AND REGULATION

REGULATION OF THE CORPORATION: OSB is a registered bank holding company
organized under the laws of the State of Ohio. As such, OSB is subject to the
laws of the State of Ohio and is under the jurisdiction of the Securities Act of
1933, as amended, and various Securities and Exchange Commission rules and
regulations relating to the offering and sale of its securities. The Corporation
is also subject to regulation under the Bank Holding Company Act of 1956 as
amended. The Federal Reserve Board regulates bank holding companies and may
examine or inspect the books and records of OSB and the Bank.

REGULATION OF THE BANK: The Bank is chartered in the State of Ohio and regulated
by the Ohio Department of Commerce, Division of Financial Institutions and the
Federal Deposit Insurance Corporation. These regulatory agencies have the
authority to examine the books and records of the Bank, and the Bank is subject
to their rules and regulations.

EMPLOYEES

As of December 31, 2002, the Bank employed 29 full-time and 6 part-time
employees.



                                       3
<PAGE>


STATISTICAL DISCLOSURES BY BANK HOLDING COMPANIES

The statistical disclosures required by bank holding companies is incorporated
by reference and are included on page 2 under the heading Summary of Selected
Financial Data, in Footnotes 3, 5 and 6 to the consolidated financial statements
on pages 12 through 15 and in the managements discussion and analysis on pages
24 through 30 of the Corporation's 2002 Annual Report and is attached as Exhibit
13.

Nonaccrual loans for the Bank were $227,801 at December 31, 2002. If these loans
had been performing in accordance with their original terms, and not placed on
nonaccrual status, an additional $18,713 would have been recognized as interest
income in 2002. Additional information regarding nonaccrual, past due and
restructured loans is incorporated by reference and is included on pages 13 and
26 of the Corporation's 2002 Annual Report and is attached as Exhibit 13.

ITEM 2 - DESCRIPTION OF PROPERTY

The Bank's main office is located in downtown Marion, Ohio. The Bank opened a
full service branch at 220 Richland Road, Marion, Ohio in December 1996. The
branch provides a full range of financial services including two drive-through
lanes, a full service ATM machine and night deposit capabilities. The branch
expanded the Bank into the eastern part of Marion to better serve its existing
customers in that area. The Bank owns all premises related to its main office
and leases its branch under an operating lease. All such premises are suitable
for their intended use. Management believes all properties are in excellent
condition and are adequately covered by insurance.

ITEM 3 - LEGAL PROCEEDINGS

Corporation management is aware of no pending or threatened litigation in which
the Corporation faces potential loss or exposure which will materially affect
the consolidated financial statements or involves a claim for damages exceeding
ten percent of the assets of the Corporation.


ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders during the fourth
quarter of the Corporation's December 31, 2002 fiscal year end.



                                       4
<PAGE>



                                     PART II

ITEM 5 - MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

The common stock of the Corporation trades infrequently and is not traded on any
established securities market. Parties interested in buying or selling the
Corporation's stock are generally referred to Community Banc Investments, New
Concord, Ohio (CBI).

For 2002 and 2001, bid and ask quotations were obtained from CBI, which handles
a limited amount of the Corporation's stock transactions. The quotations are
inter-dealer prices, without retail markup, markdown or commission and may not
represent actual transactions.
<TABLE>
<CAPTION>
       2002                  Low Bid           High Bid              Low Ask             High Ask
       ----                  -------           --------              -------             --------
<S>                     <C>              <C>                 <C>                   <C>
     1st Qtr.              $     62.00      $      62.00        $       64.00         $      64.00
     2nd Qtr.                    62.00             64.00                64.00                64.00
     3rd Qtr.                    64.00             66.00                67.00                69.00
     4th Qtr.                    66.00             69.00                69.00                72.00

       2001
       ----

     1st Qtr.              $     55.00      $      55.00        $       57.00         $      57.00
     2nd Qtr.                    55.00             57.50                57.00                59.50
     3rd Qtr.                    57.50             57.50                59.50                59.50
     4th Qtr.                    57.50             62.00                59.50                64.00
</TABLE>

Management does not have knowledge of the prices paid in all transactions and
has not verified the accuracy of those prices that have been reported. Because
of the lack of an established market for the Corporation's stock, these prices
may not reflect the prices at which the stock would trade in an active market.

The Corporation has 500,000 authorized and 190,000 outstanding shares of common
stock held by approximately 548 shareholders as of December 31, 2002. The
Corporation paid cash dividends of $0.30 per share in June and December of 2002
and 2001, resulting in a total amount of $0.60 per share in 2002 and 2001.


ITEM 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Information concerning Management's Discussion and Analysis of Financial
Condition and Results of Operations appears on pages 22 through 34 of the 2002
Annual Report and is attached as exhibit 13.


ITEM 7 - FINANCIAL STATEMENTS

Information concerning the audited consolidated financial statements of the
Corporation for 2002 and 2001 appears on pages 3 through 21 of the 2002 Annual
Report and is attached as exhibit 13.


ITEM 8 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
  ON ACCOUNTING AND FINANCIAL DISCLOSURE

No changes in or disagreements with the Corporation's independent accountants on
accounting and financial disclosure have occurred during the two most recent
fiscal years.



                                       5
<PAGE>



                                    PART III

ITEM 9 - DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
  PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Information concerning Directors and Executive Officers of the Corporation
appears on pages 3 through 5 under the captions Election of Directors and
Securities Ownership of Certain Beneficial Owners and Management and on page 13
under the captions Compliance With Section 16(A) of the Securities Exchange Act
of 1934 in the Corporation's Definitive Proxy Statement dated March 28, 2003 for
the Annual Meeting of Shareholders to be held on April 17, 2003, and is
incorporated herein by reference.


ITEM 10 - EXECUTIVE COMPENSATION

Information concerning executive compensation appears on page 10 under the
captions Executive Compensation and Other Information in the Corporation's
Definitive Proxy Statement dated March 28, 2003 for the Annual Meeting of
Shareholders to be held on April 17, 2003, and is incorporated herein by
reference.


ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
  AND MANAGEMENT

Information concerning security ownership of certain beneficial owners and
management is contained on pages 3 through 5 under the captions Election of
Directors and Securities Ownership of Certain Beneficial Owners and Management
in the Corporation's Definitive Proxy Statement dated March 28, 2003 for the
Annual Meeting of Shareholders to be held on April 17, 2003, and is incorporated
herein by reference.


ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information concerning certain relationships and related transactions is
contained on page 12 under the caption Certain Transactions in the Corporation's
Definitive Proxy Statement dated March 28, 2003 for the Annual Meeting of
Shareholders to be held on April 17, 2003 and is incorporated herein by
reference.






                                       6
<PAGE>


ITEM 13 - EXHIBITS LIST AND REPORTS ON FORM 8-K

(a)     EXHIBITS
<CAPTION>
<TABLE>
                                                                               Reference to
  Regulation S-B                                                               Prior Filing
      Exhibit                                                                 Exhibit Number
      Number                     Description of Document                      Attached Hereto    Date Filed
      ------                     -----------------------                      ---------------    ----------
<S>                    <C>                                                   <C>                <C>
        3.1               Amended Articles of Incorporation of
                            the Corporation                                          *           03/29/2000

        3.2               Code of Regulations of the Corporation                     *           03/29/2000

        4                 Form of Shares Certificate of Common Shares               ***

       10.1               Lease Agreement Between Henney and
                            Cooper, Inc. and The Marion Bank for
                            Branch on Richland Road in Marion, Ohio                  *           03/24/1997

       10.2               Executive Indexed Salary Continuation
                            Plan Agreement for President                             *           03/24/1997

       10.3               Executive Indexed Salary Continuation
                            Plan Agreement for Executive Officers                    *           03/27/1998

       10.4               Executive Change of Control Agreement                      *           03/30/2001

       13                 Ohio State Bancshares 2002 Annual Report               Attached

       20                 Proxy Statement for the 2002 Annual                       **
                            Meeting of the Shareholders

       21                 Subsidiaries of the Registrant                            ***

       99.1               Safe Harbor under the Private Securities
                            Litigation Reform Act of 1995                            *           03/26/1999

       99.2               Chief Executive Officer Certification                  Attached

       99.3               Chief Financial Officer Certification                  Attached
</TABLE>

*        Indicates documents which have been previously filed as separate pages
         of the Corporation's annual report on Form 10-KSB in prior years. The
         dates listed represent the filing dates. All of such previously filed
         documents are hereby incorporated by reference in accordance with Item
         601 of Regulation S-B. Such documents are available to shareholders
         without charge upon request.

**       The indicated exhibit was separately filed by the Corporation and such
         document is incorporated herein by reference.

***      Indicates documents which have been previously filed as part of the
         Issuer's Registration Statement under the Securities Act of 1933 on
         Form S-4 (file number 33-75866) dated April 18, 1994 and amended and
         declared effective April 16, 1995. All of such previously filed
         documents are hereby incorporated by reference in accordance with Item
         601 of Regulation S-B. Such documents are available to shareholders
         without charge upon request from the Issuer.

(b)     REPORTS ON FORM 8-K

No reports on Form 8-K were filed during the last quarter of the period covered
by this report.



                                       7
<PAGE>



ITEM 14 - CONTROLS AND PROCEDURES

Within the 90-day period prior to the filing date of this report, an evaluation
was carried out under the supervision and with the participation of
Corporation's management, including our Chief Executive Officer and Chief
Financial Officer, of the effectiveness of our disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14(c) and 15d-14(c) under the
Securities Exchange Act of 1934). Based on their evaluation, our Chief Executive
Officer and Chief Financial Officer have concluded that the Corporation's
disclosure controls and procedures are, to the best of their knowledge,
effective to ensure that information required to be disclosed by the Corporation
in reports that it files or submits under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in
Securities and Exchange Commission rules and forms. Subsequent to the date of
their evaluation, our Chief Executive Officer and Chief Financial Officer have
concluded that there were no significant changes in Corporation's internal
controls or in other factors that could significantly affect its internal
controls, including any corrective actions with regard to significant
deficiencies and material weaknesses.



                                       8
<PAGE>




                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                       OHIO STATE BANCSHARES, INC.

     March 20, 2003                    By:    /s/GARY E. PENDLETON
--------------------------                -------------------------------------
           Date                               Gary E. Pendleton, President


In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of registrant and in the capacities indicated on
April 18, 2002.
<TABLE>
<CAPTION>

              Signatures                                                   Signatures
              ----------                                                   ----------
<S>                                                             <C>

     /s/GARY E. PENDLETON                                                /s/LLOYD L. JOHNSTON
--------------------------------------------                       ------------------------------------------------
Gary E. Pendleton                                                  Lloyd L. Johnston
President and Chief Executive Officer, Director                    Director


     /s/THEODORE L. GRAHAM                                               /s/F. WINTON LACKEY
--------------------------------------------                       ------------------------------------------------
Theodore L. Graham                                                 F. Winton Lackey
Director                                                           Director


     /s/FRED K. WHITE                                                    /s/THURMAN R. MATHEWS
--------------------------------------------                       ------------------------------------------------
Fred K. White                                                      Thurman R. Mathews
Director, Chairman of the Board                                    Director


     /s/SAMUEL J. BIRNBAUM                                               /s/PETER B. MILLER
--------------------------------------------                       ------------------------------------------------
Samuel J. Birnbaum                                                 Peter B. Miller
Director                                                           Director


     /s/LOIS J. FISHER                                                   /s/JOHN D. OWENS
--------------------------------------------                       ------------------------------------------------
Lois J. Fisher                                                     John D. Owens
Director                                                           Director
</TABLE>




                                       9
<PAGE>



                  CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
                 CERTIFICATION FOR ANNUAL REPORT ON FORM 10-KSB


I, Gary E. Pendleton, President and Chief Executive Officer of Ohio State
Bancshares, Inc., certify that:

1)   I have reviewed this annual report on Form 10-KSB of Ohio State Bancshares,
     Inc.;

2)   Based on my knowledge, this annual report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this annual report;

3)   Based on my knowledge, the financial statements, and other financial
     information included in this annual report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4)   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a)   designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this annual report
          is being prepared;

     b)   evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

     c)   presented in this annual report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

5)   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent functions):

     a)   all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

     b)   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

6)   The registrant's other certifying officers and I have indicated in this
     annual report whether there were significant changes in internal controls
     or in other factors that could significantly affect internal controls
     subsequent to the date of our most recent evaluation, including any
     corrective actions with regard to significant deficiencies and material
     weaknesses.

/s/ Gary E. Pendleton
Gary E. Pendleton
Chief Executive Officer
March 20, 2003



                                       10
<PAGE>


                  CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
                 CERTIFICATION FOR ANNUAL REPORT ON FORM 10-KSB


I, Todd M. Wanner, Chief Financial Officer of Ohio State Bancshares, Inc.,
certify that:

1)   I have reviewed this annual report on Form 10-KSB of Ohio State Bancshares,
     Inc.;

2)   Based on my knowledge, this annual report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this annual report;

3)   Based on my knowledge, the financial statements, and other financial
     information included in this annual report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4)   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a)   designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this annual report
          is being prepared;

     b)   evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

     c)   presented in this annual report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

5)   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent functions):

     a)   all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

     b)   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

6)   The registrant's other certifying officers and I have indicated in this
     annual report whether there were significant changes in internal controls
     or in other factors that could significantly affect internal controls
     subsequent to the date of our most recent evaluation, including any
     corrective actions with regard to significant deficiencies and material
     weaknesses.

/s/ Todd M. Wanner
Todd M. Wanner
Chief Financial Officer
March 20, 2003