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                           OHIO STATE BANCSHARES, INC.
                                 EXHIBIT NO. 99

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     SAFE HARBOR UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
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         The Private Securities Litigation Reform Act of 1995 (the "Act")
provides a "safe harbor" for forward-looking statements to encourage companies
to provide prospective information about their companies, so long as those
statements are identified as forward-looking and are accompanied by meaningful
cautionary statements identifying important factors that could cause actual
results to differ materially from those discussed in the statement. Ohio State
Bancshares, Inc. ("Corporation") desires to take advantage of the "safe harbor"
provisions of the Act. Certain information, particularly information regarding
future economic performance and finances and plans and objectives of management,
contained or incorporated by reference in the Corporation's Annual Report on
Form 10-KSB for the year ended December 31, 1996 is forward-looking. In some
cases, information regarding certain important factors that could cause actual
results of operations or outcomes of other events to differ materially from any
such forward-looking statement appear together with such statement. In addition,
forward-looking statements are subject to other risks and uncertainties
affecting the financial institutions industry, including, but not limited to,
the following:

Interest Rate Risk
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         The Corporation's operating results are dependent to a significant
degree on its net interest income, which is the difference between interest
income from loans, securities and other interest-earning assets and interest
expense on deposits, borrowings and other interest-bearing liabilities. The
interest income and interest expense of the Corporation change as the interest
rates on interest-earning assets and interest-bearing liabilities change.
Interest rates may change because of general economic conditions, the policies
of various regulatory authorities and other factors beyond the Corporation's
control. In a rising interest rate environment, loans tend to prepay slowly and
new loans at higher rates increase slowly, while interest paid on deposits
increases rapidly because the terms to maturity of deposits tend to be shorter
than the terms to maturity or prepayment of loans. Such differences in the
adjustment of interest rates on assets and liabilities may negatively affect the
Corporation's income.

Adequacy of the Allowance for Loan Losses
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         The Corporation maintains an allowance for loan losses based upon a
number of relevant factors, including, but not limited to, trends in the level
of nonperforming assets and classified loans, current and anticipated economic
conditions in the primary lending area, past loss experience, possible losses
arising from specific problem loans and changes in the composition of the loan
portfolio. While the Board of Directors of the Corporation believes that it uses
the best information available to determine the allowance for loan losses,
unforeseen market conditions could result in material adjustments, and net
earnings could be significantly adversely affected if circumstances differ
substantially from the assumptions used in making the final determination.



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         Loans secured by one- to four-family residential real estate are
generally considered to involve less risk of loss than other loans in the
portfolio due, in part, to the effects of general economic conditions. The
repayment of commercial loans generally depends upon the cash flow from the
operation of the business or property, which may be negatively affected by
national and local economic conditions. The risk of default on installment and
credit card loans increases during periods of recession, high unemployment and
other adverse economic conditions. When consumers have trouble paying their
bills, they are more likely to pay mortgage loans than consumer loans. In
addition, the collateral securing such loans, if any, may decrease in value more
rapidly than the outstanding balance of the loan.

Competition
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The Marion Bank ("Bank") competes for deposits with other commercial banks,
savings associations and credit unions and issuers of commercial paper and other
securities, such as shares in money market mutual funds. The primary factors in
competing for deposits are interest rates and convenience of office location. In
making loans, The Bank competes with other, commercial banks, savings
associations, consumer finance companies, credit unions, leasing companies,
mortgage companies and other lenders. Competition is affected by, among other
things, the general availability of lendable funds, general and local economic
conditions, current interest rate levels and other factors which are not readily
predictable. The size of financial institutions competing with the Bank is
likely to increase as a result of changes in statutes and regulations
eliminating various restrictions on interstate and inter-industry branching and
acquisitions. Such increased competition may have an adverse effect upon the
Corporation.

Legislation and Regulation that may Adversely Affect the Corporation Earnings
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         As a state-chartered financial institution, the Bank is subject to
extensive regulation by the Ohio Division of Financial Institutions and the
Federal Deposit Insurance Corporation (the "FDIC") and is periodically examined
by such regulatory agencies to test compliance with various regulatory
requirements. As a bank holding company, the Corporation is also subject to
regulation and examination by the Board of Governors of the Federal Reserve
System. Such supervision and regulation of the Bank and the Corporation are
intended primarily for the protection of depositors and not for the maximization
of shareholder value and may affect the ability of the Corporation to engage in
various business activities. The assessments, filing fees and other costs
associated with reports, examinations and other regulatory matters are
significant and may have an adverse effect on the Corporation's net earnings.

         The FDIC is authorized to establish separate annual assessment rates
for deposit insurance of members of the Bank Insurance fund (the "BIF") and the
Savings Association Insurance Fund (the "SAIF"). The FDIC has established a
risk-based assessment system for both SAIF and BIF members. Under such system,
assessments may vary depending on the risk the institution poses to its deposit
insurance fund. Such risk level is determined by reference to the institution's
capital level and the FDIC's level of supervisory concern about the institution.

         Because the reserves of the BIF exceeded the statutorily set minimum,
assessments for healthy BIF institutions were significantly decreased in the
last half of 1995 and were reduced to $ 2,000 per year for well-capitalized,
well-managed banks, like the Bank, in 1996. Assessments paid by healthy
institutions on deposits in the SAIF exceed that paid by healthy banks by
approximately $ .23 per $ 100 in deposits in 1996.



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         Federal legislation that was effective September 30, 1996, provided for
the recapitalization of the SAIF by means of a special assessment of $ .657 per
$ 100 in deposits held at March 31, 1995, in order to increase SAIF reserves to
the level required by law. That legislation also required that BIF members begin
to share the cost of prior thrift failures. As a result of the recapitalization
of the SAIF and this cost sharing between BIF and SAIF members, FDIC assessments
for well-capitalized, well-managed institutions during 1997 have been set at $
 .013 per $ 100 in BIF deposits and $ .064 per $ 100 in SAIF deposits. The
recapitalization plan also provides for the merger of the SAIF and BIF effective
January 1, 1999, assuming there are no savings associations under federal law.
Under separate proposed legislation, Congress is considering the elimination of
the federal thrift charter. The Corporation cannot predict the impact of the
such legislation and the merger of the BIF and SAIF on the Corporation or the
Bank until the legislation is enacted and the funds are merged.