<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, 2001

  [ ]    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, 2001 was: $6,745,457

The aggregate market value of the Issuer's voting stock held by nonaffiliates
of the Issuer as of March 25, 2002 based on the last trade price of $61.00 was
$6,111,285.

At March 25, 2002, there were issued and outstanding 146,000 of the Issuer's
Common Shares.

                      DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Issuer's 2001 annual report to security holders are
incorporated by reference into Item 1, Item 6 and Item 7 and are attached as
exhibit 99.2. Portions of the Issuer's Proxy Statement to be separately filed
and dated approximately March 29, 2002, 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>
PART I
------

<S>         <C>    <C>                                                                             <C>
       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.........................    5


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.........................................    6


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


SIGNATURES         ............................................................................    8
</TABLE>




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                                     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.

On November 12, 1999, former President Clinton signed the Graham-Leach-Bliley
Act of 1999 (the "GLB Act"), which is intended to modernize the financial
services industry. The GLB Act refines large parts of a regulatory framework
that had its origins in the Depression Era of the 1930s. Beginning March 11,
2000, new opportunities are available for banks, other depository institutions,
insurance companies and securities firms to enter into combinations that permit
a single financial services organization to offer customers a more complete
array of financial products and services.

The GLB Act introduces the concept of functional regulation. Functional
regulation mandates that the Board of Governors of the Federal Reserve System
give deference to the Securities and Exchange Commission and relevant state
securities and insurance authorities with respect to interpretations and
enforcement of activities within their respective jurisdictions.

The GLB Act amends the Bank Holding Company Act of 1956 to allow bank holding
companies to become certified as financial holding companies and participate in
the new financial activities contemplated in the GLB Act.



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<PAGE>

The Federal Reserve Board will serve as the umbrella regulator for financial
holding companies while the financial holding company's separately regulated
subsidiaries will be regulated by their primary functional regulators. In
addition to meeting "well capitalized" and "well managed" standards, the GLB
Act makes satisfactory or above Community Reinvestment Act compliance for
insured depository institutions necessary in order for them to engage in new
financial activities. Financial subsidiaries of banks may also be formed to
engage in a new range of activities under the GLB Act.

The GLB Act provides a federal right to privacy of non-public personal
information of individual customers. Federal regulatory agencies with primary
supervisory authority over numerous financial institutions have responsibility
for implementing this privacy provision and are currently in the process of
adopting regulations. FCBC and its subsidiaries are also subject to certain
state laws that deal with the use and distribution of non-public personal
information.

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, 2001, the Bank employed 29 full-time and 7 part-time
employees.

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 31 of the Corporation's 2001 Annual Report and is
attached as Exhibit 99.2.

Nonaccrual loans for the Bank were $225,473 at December 31, 2001. If these
loans had been performing in accordance with their original terms, and not
placed on nonaccrual status, an additional $18,971 would have been recognized
as interest income in 2001. 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 2001 Annual Report and is attached as
Exhibit 99.2.

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.




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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, 2001 fiscal year end.


                                    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 2001 and 2000, 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>

       2001                    Low Bid          High Bid              Low Ask             High Ask
       ----                    -------          --------              -------             --------

<S>                        <C>              <C>                 <C>                   <C>
     1st Qtr.              $     53.00      $      55.00        $       57.00         $      57.00
     2nd Qtr.                    55.00             56.00                58.00                58.00
     3rd Qtr.                    57.50             57.50                58.00                59.50
     4th Qtr.                    57.50             59.00                59.50                61.00

       2000
       ----

     1st Qtr.              $     51.00      $      51.00        $       53.00         $      53.00
     2nd Qtr.                    51.00             51.00                53.00                53.00
     3rd Qtr.                    51.00             53.00                53.00                55.00
     4th Qtr.                    53.00             55.00                55.00                57.00
</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 146,000 outstanding shares of common
stock held by approximately 481 shareholders as of December 31, 2001. The
Corporation paid cash dividends of $0.30 per share in June and December of 2001
and 2000, resulting in a total amount of $0.60 per share in 2001 and 2000.


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 35 of the 2001
Annual Report and is attached as exhibit 99.2.


ITEM 7 - FINANCIAL STATEMENTS

Information concerning the audited consolidated financial statements of the
Corporation for 2001 and 2000 appears on pages 3 through 21 of the 2001 Annual
Report and is attached as exhibit 99.2.



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                                       5


<PAGE>




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.



                                    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 11
under the captions Compliance With Section 16(A) of the Securities Exchange Act
of 1934 in the Corporation's Definitive Proxy Statement dated March 29, 2002
for the Annual Meeting of Shareholders to be held on April 18, 2002, and is
incorporated herein by reference.


ITEM 10 - EXECUTIVE COMPENSATION

Information concerning executive compensation appears on page 8 under the
captions Executive Compensation and Other Information in the Corporation's
Definitive Proxy Statement dated March 29, 2002 for the Annual Meeting of
Shareholders to be held on April 18, 2002, 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 29, 2002 for the
Annual Meeting of Shareholders to be held on April 18, 2002, and is
incorporated herein by reference.


ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information concerning certain relationships and related transactions is
contained on page 10 under the caption Certain Transactions in the
Corporation's Definitive Proxy Statement dated March 29, 2002 for the Annual
Meeting of Shareholders to be held on April 18, 2002 and is incorporated herein
by reference.










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<PAGE>



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

(a)     EXHIBITS

<TABLE>
<CAPTION>
                                                                               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

       20                 Proxy Statement for the 2001 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               Ohio State Bancshares 2001 Annual Report               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.





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<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 28, 2002                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 19, 2001.

<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>





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