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                                                                  EXHIBIT NO. 99

                           OHIO STATE BANCSHARES, INC.
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     SAFE HARBOR UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

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, 1999 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

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

The Corporation maintains an allowance for loan losses for probable credit
losses based upon a number of relevant factors, including, but not limited to,
past loan loss experience, the nature and volume of the portfolio, information
about specific borrower situations and estimated collateral values, economic
conditions and other factors. 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.

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.

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Competition

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

As a state-chartered financial institution, the Bank is subject to extensive
regulation by the Ohio Department of Commerce, 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.

On November 12, 1999, 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. Effective March 11, 2000, new
opportunities will be 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. 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. OSB and the Bank are also subject to certain state laws
that deal with the use and distribution of non-public personal information.

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Given the fact that the legislation is new, the regulatory process is only
beginning and numerous final regulations are still forthcoming, we cannot
predict the impact that the GLB Act will have on the Corporation at this time.

Compliance with Memorandum of Understanding

The Bank entered into a Memorandum of Understanding ("MOU") with the Ohio
Division of Financial Institutions and Federal Deposit Insurance Corporation on
February 10, 2000, whereby the Bank has agreed to comply with certain directives
which are intended to correct operational deficiencies and improve overall
financial condition.

The MOU requires the Bank to, among other things, retain an independent
consulting firm to prepare a findings and recommendations report on the
effectiveness of Bank's management and Board of Directors and engage an
independent public accounting firm to perform an attestation engagement on the
Bank's assessment of the internal control structure for 2000 and 2001 and to
review certain general ledger accounts and internal checking accounts.
Additionally, the Bank must implement a risk monitoring system related to
certain types of loans and maintain adequate allowance for loan losses, correct
weaknesses in internal control as identified by examiners from the Ohio Division
of Financial Institutions and establish written policies and procedures to
ensure that transactions with Bank insiders, and their related interests, are
handled in a proper manner. The Bank may not pay dividends to OSB without the
prior written approval of the Ohio Division of Financial Institutions and
Federal Deposit Insurance Corporation. However, this restriction does not
prevent OSB from paying dividends to its shareholders from its available assets.

Management recognizes the importance of complying with the provisions of the
above mentioned MOU and is implementing corrective actions. As management's
focus turns towards internal matters, such as internal controls and asset
quality, growth may slow down as compared to the past few years. Additionally,
it is probable that operating expenses will increase in 2000 due to professional
fees and the addition of full-time staff to assist with this matter.

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