SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C.  20549
 
 
 FORM 10-Q
 
 
 X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
 THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended June 30, 1997
 
 OR
 
 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
 SECURITIES EXCHANGE ACT OF 1934
 For transition period from ________ to ________
 
 Commission File Number 0-20878
 
 
 
 MNB BANCSHARES, INC.
 (Exact name of Registrant as specified in its charter)
 
 
 
 Delaware                                          48-1120026
 (State or other jurisdiction    (I.R.S. Employer Identification Number)
  of incorporation or organization)
 
 
 800 Poyntz Avenue, Manhattan, Kansas        66502
 (Address of principal executive offices)   (Zip Code)
 
 (785) 565-2000
 (Registrant's telephone number, including area code)
 
 
 
 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 __
 
 Indicate the number of shares outstanding of each of the Registrant's classes
 of common stock as of the latest practicable date:  As of August 11, 1997, the 
 Registrant had outstanding 639,110 shares of its common stock, $.01  par 
 value per share. 
 
 <PAGE>
 
 MNB BANCSHARES, INC.
 Form 10-Q Quarterly Report
 
 Table of Contents
 
 
 
 PART I
 
  Page Number
 
 Item 1.  Financial Statements and Related Notes              1 - 5
 Item 2.  Management's Discussion and Analysis of Financial 
          Condition and Results of Operations                6 - 11
 
 
 PART II
 Item 1.  Legal Proceedings                                      12
 Item 2.  Changes in Securities                                  12
 Item 3.  Defaults Upon Senior Securities                        12
 Item 4.  Submission of Matters to a Vote of
          Security Holders                                       12
 Item 5.  Other Information                                      12
 Item 6.  Exhibits and Reports on Form 8-K                       12
 
 
          Form 10-Q Signature Page                               13
 
 <PAGE>
 <TABLE>
 MNB BANCSHARES, INC. AND SUBSIDIARY
 CONDENSED CONSOLIDATED BALANCE SHEETS
 <CAPTION>
                                       June 30,       December 31,
                                         1997            1996
 <S>                                   <C>            <C>
  (Unaudited)
 ASSETS 
 Cash and cash equivalents:  
 Cash                                  $2,490,142      $2,670,159
 Interest-bearing 
 deposits in other
 financial institutions                         -       1,900,000
 Total cash and cash 
 equivalents                            2,490,142       4,570,159
 Investment securities:  
 Held-to-maturity at 
 amortized 
 cost                                   7,117,997      10,113,010
 (estimated fair value 
 of $7,156,000  
 and $10,154,000 
 respectively)
 
 Available-for-sale at 
 estimated fair value                  23,779,971      23,125,844
 Loans, net                            65,981,665      62,549,048
 Premises and equipment, 
 net                                    1,352,822       1,325,798
 Other assets                           1,760,856       1,736,565
 Total assets                        $102,483,453    $103,420,424
 
 LIABILITIES AND STOCKHOLDERS' EQUITY
 Liabilities:   
 Deposits                             $86,082,788     $86,709,950
 Other borrowings                       3,612,815       3,615,020
 Accrued expenses, 
  taxes and other 
   liabilities                          1,067,156       1,761,289
 Total liabilities                     90,762,759      92,086,259
 Stockholders' equity:  
 Common stock, $.01 par, 
 1,500,000 shares authorized,   
 639,110 and 605,215 shares 
 issued and outstanding at 1997
 and 1996, respectively                     6,391          6,052
 Additional paid in capital             7,103,581      6,321,016
 Retained earnings                      4,922,350      5,340,873
 Unrealized gain (loss) on 
 investment securities available-
 for-sale, net of tax                       1,187        (18,756) 
 Unearned employee benefits              (312,815)      (315,020)
 Total stockholders' equity             11,720,694    11,334,165
 Total liabilities and 
 stockholders' equity                 $102,483,453  $103,420,424
 <FN>
 See accompanying notes to condensed consolidated financial statements.
 </TABLE>
 
 <TABLE>
 MNB BANCSHARES, INC. AND SUBSIDIARY
 CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
 (Unaudited)
 <CAPTION>
                                               For the six months
                                                 ended June 30,
                                               1997           1996
 <S>                                           <C>            <C>
 
 Interest income:  
 Loans                                         $2,889,774     $2,852,419
 Investment securities                            931,943        887,116
 Other                                             69,710         87,634
 Total interest income                          3,891,427      3,827,169
 Interest expense:  
 Deposits                                       1,910,908      1,917,295
 Borrowed funds                                   103,528        109,507
 Total interest expense                         2,014,436      2,026,802
 Net interest income                            1,876,991      1,800,367
 Provision for loan losses                         30,000              -
 Net interest income after
 provision for loan losses                      1,846,991      1,800,367
 Noninterest income:  
 Fees and service charges                         254,295        259,956
 Gains on sale of loans                            21,834         27,252
 Gain (loss) on sale 
 of investments                                    (6,884)       (13,940)
 Other                                             66,484          6,562
 Total noninterest income                         335,729        279,830
 Noninterest expense:  
 Compensation and benefits                        671,278        609,786
 Occupancy and equipment                          202,476        183,094
 Federal deposit 
 insurance premiums                                23,903         78,564
 Data processing                                   51,862         65,229
 Amortization                                      54,456         57,097
 Advertising                                       41,997         35,908
 Professional Fees                                 78,456         81,966
 Stationery, printing and 
 office supplies                                   39,819         61,928
 Other                                            300,115        288,629
 Total noninterest expense                      1,464,362      1,462,201
 
 Earnings before income 
 taxes                                            718,358        617,996
 
 Income tax expense                               225,195        209,126
 Net earnings                                    $493,163       $408,870
 Net earnings per share                      $        .74    $      0.62
 Dividends per share                         $       0.25    $    0.1281
 Average common and common 
 equivalent shares outstanding                    666,366        663,277
<FN>
 See accompanying notes to condensed consolidated financial statements.
 </TABLE>
 <PAGE>
 <TABLE>
 MNB BANCSHARES, INC. AND SUBSIDIARY
 CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
 <CAPTION>
                                                For the Three Months
                                                   Ended June 30,
                                                1997             1996
 <S>                                            <C>              <C>
 Interest income:  
 Loans                                          $1,485,061       $1,434,175
 Investment securities                             459,569          442,426
 Other                                              32,055           30,968
 Total interest income                           1,976,685        1,907,569
 Interest expense:  
 Deposits                                          960,747          933,821
 Borrowed funds                                     51,650           64,461
 Total interest expense                          1,012,397          998,282
 Net interest income                               964,288          909,287
 Provision for loan losses                          15,000                -
 Net interest income after     
 provision for loan losses                         949,288          909,287
 Noninterest income:  
 Fees and service charges                          129,247          143,297
 Gains on sale of loans                             16,535            9,033
 Loss on sale of 
 investment securities                              (6,884)         (13,029)
 Other                                              48,584            1,742
 Total noninterest income                          187,482          141,043
 Noninterest expense:  
 Compensation and benefits                         350,446          308,387
 Occupancy and equipment                           108,253           87,169
 Federal deposit 
 insurance premiums                                 12,012           39,282
 Data processing                                    25,061           41,429
 Amortization                                       26,180           27,500
 Advertising                                        31,841           14,456
 Professional Fees                                  39,292           31,957
 Stationery, printing and 
 office supplies                                    27,610           20,579
 Other                                             158,794          155,632
 Total noninterest expense                         779,489          726,391
 Earnings before income taxes                      357,281          323,939
 Income tax expense                                106,775           88,978
 Net earnings                                     $250,506         $234,961
 Net earnings per share                        $      0.38        $    0.35
 Dividends per share                           $     0.125        $  0.0656
 Average common and common 
 equivalent shares outstanding                     666,489          663,443
 <FN>
 See accompanying notes to condensed consolidated financial statements.
 </TABLE>
 <PAGE>
 <TABLE>
 MNB BANCSHARES, INC. AND SUBSIDIARY
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 <CAPTION>
                                                 For the Six Months
                                                   Ended June 30,
                                                 1997          1996
 <S>                                             <C>           <C>
 Net cash provided by 
 operating activities                            $   32,547    $   378,638
 INVESTING ACTIVITIES
 Net increase in loans                           (3,615,917)    (2,803,292)
 Maturities and prepayments of 
 investments held to maturity                     2,986,250      4,012,148
 Purchase of investment 
 held to maturity                                         -       (242,465)
 Maturities and prepayments of 
 investments available for sale                    2,125,156     2,392,148
 Purchase of investments 
 available for sale                               (3,835,601)   (8,799,063)
 Proceeds from sale of 
 investment securities available 
 for sale                                          1,091,968     3,013,058
 Proceeds from sales of other 
 real estate                                          52,677             -
 Net cash used to purchase
  insurance agency                                   (30,000)            -
 Purchases of equipment and 
 building improvements                              (131,153)      (75,850)
 Net cash used in investing 
  activities                                      (1,356,620)   (2,503,316)
 
 FINANCING ACTIVITIES
 FHLB advances                                             -     2,975,000
 Net decrease in deposits                           (627,163)   (1,791,228)
 Net increase in securities sold 
 under agreement to repurchase                             -       200,000
 Issuance of common stock under 
 stock option plan                                    31,306             -
 Cash dividends paid on common 
 stock                                              (160,087)      (73,852)
 Net cash provided by (used in)
 financing activities                               (755,944)    1,309,920
 Net decrease in cash and 
 cash  equivalents                                (2,080,017)     (814,758)
 Cash and cash equivalents at 
 beginning of period                               4,570,159     2,924,017
 Cash and cash equivalents at 
 end of  period                                   $2,490,142    $2,109,259
 
 Supplemental disclosure of cash flow information
 Cash paid during period 
 for interest                                     $2,060,330    $2,178,000
 Cash paid during period 
 for taxes                                          $300,899      $286,000
<FN>
 See accompanying notes to condensed consolidated financial statements.
 </TABLE>
 <PAGE>
 
 
 MNB BANCSHARES, INC. AND SUBSIDIARY
 Notes to Condensed Consolidated Financial Statements
 
 
 
 1. Interim Financial Statements
 The condensed consolidated financial statements of MNB Bancshares, Inc. and 
 subsidiary have been prepared in accordance with the instructions to Form 
 10-Q.  To the extent that information and footnotes required by generally 
 accepted accounting principles for complete financial statements are 
 contained in or consistent with the audited financial statements incorporated
 by reference in the Company's Annual Report on Form 10-K for the year ended 
 December 31, 1996, such information and footnotes have not been duplicated 
 herein.  In the opinion of management, all adjustments, consisting of normal
 recurring accruals, considered necessary for a fair presentation of financial
 statements have been reflected herein.  The December 31, 1996 condensed
 consolidated balance sheet has been derived from the audited balance sheet
 as of that date.  The results of the interim periods ended June 30, 1997 are 
 not necessarily indicative of the results expected for the year ended
 December 31, 1997.
 
 2. Earnings Per Share
 Net earnings per share have been computed based on the average number of 
 shares and common equivalent shares outstanding during the period.  All 
 periods presented herein reflect retroactive adjustment of the 5% stock 
 dividends declared by the Company on May 15, 1997 and August 12, 1996.
 
 
 MNB BANCSHARES, INC. AND SUBSIDIARY
 MANAGEMENT'S DISCUSSION AND ANALYSIS
 OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
 General.  MNB Bancshares, Inc. (the "Company") is a bank holding company 
 incorporated under the laws of the State of Delaware and is engaged in the 
 banking business through its wholly-owned subsidiary, Security National Bank 
 (the "Bank"). The home office for the Bank is Manhattan, Kansas, with two 
 branches, one in Auburn, Kansas and one in Topeka, Kansas. The Company's 
 results of operations depend primarily on net interest income, which is the 
 difference between interest income from interest-earning assets and interest 
 expense on interest-bearing liabilities.  The Company's operations are also 
 affected by non-interest income, such as service charges, loan fees and gains 
 and losses from the sale of newly originated loans.  The Company's principal 
 operating expenses, aside from interest expense, consist of compensation and 
 employee benefits, occupancy costs, federal deposit insurance, data 
 processing, and provision for loan
 losses.
 
 Net earnings for the first six months of 1997 increased $84,293, or 20.6%, 
 to $493,163 compared to $408,870 for the first six months of 1996. Net 
 interest income, after provision for loan losses, increased $46,624 to 
 $1,846,991, or 2.6%.  Noninterest income increased $55,899, or 20.0%
 from $279,830 to $335,729, due to an increase in other noninterest income
 of $59,922 from $6,562 to $66,484, or 913.2%, which included a gain on 
 the sale of real estate owned of $30,416.  Non-interest expense increased 
 only $2,161, or 0.1%, to $1,464,362.
 
 Net earnings for the second quarter of 1997 increased 6.5% to $250,506 in 
 comparison to the same period in 1996.  Net interest income, after provision 
 for loan losses, showed an increase from $909,287 to $949,288, or 4.4%, 
 during this period.  Noninterest income increased 32.9% to $187,482
 compared to $141,043.  This partially offset the increase in noninterest 
 expense of $53,098, or 7.3%.
 
 Interest Income.  Interest income increased 1.7% to $3.9 million compared 
 to $3.8 million during the first six months of 1996.  Interest on loans 
 remained steady at $2.9 million while interest on investment securities 
 increased from $887,116 to $931,943, or 5.1%, while other interest 
 income decreased 20.5% to $69,710.  Average loans outstanding have
 increased approximately $2.6 million while the average rate has decreased
 slightly.  Interest earned on securities increased as securities matured 
 and were reinvested in securities yielding higher interest rates.  The
 decrease in interest income on other investments was a result of 
 decreased funds available for investment in short-term overnight interest-
 bearing deposits.
 
 Interest income for the second quarter of 1997 increased by $69,116, or 
 3.6%, compared to the same period of 1996. Interest on loans increased 
 as average loans outstanding increased $1.3 million over 1996. Interest 
 income on loans increased $50,886, or 3.5%, and investment securities 
 increased $17,143, or 3.9%, to $459,569. Other interest income increased 
 slightly to $32,055 or 3.5% from $30,968 in 1996.  This was largely due
 to an increase in the dividends paid on Federal Home Loan Bank (the "FHLB")
 stock of $1,533.
 
 Interest Expense.  Compared to the same period a year earlier, interest 
 expense for the first half of 1997 decreased slightly, by $12,366, or 0.6%.    
 Deposit interest expense remained steady at $1.9 million.  Interest expense on 
 borrowings, consisting of securities sold under agreements to repurchase and 
 advances from the FHLB declined $5,979, or 5.5%, during the same time period, 
 as these liabilities have been liquidated as they matured.
 
 Interest expense for the second quarter of 1997 increased 1.4% to $1,012,397 
 from $998,282 in 1996.  Deposit interest expense increased $26,926, or 
 2.9%, to $960,747.  The increase in interest expense was due to increases in
 interest rates on deposits and the decrease of $12,811, or 19.9%, in borrowed 
 funds was a result of liquidating borrowings as they matured.
 
 Provision for Loan Losses.  A provision for loan losses of $30,000 for the
 first six months of 1997 was made, compared to none in 1996.  After
 management's quarterly review of the loan portfolio and an economic
 analysis performed at the end of the third quarter in 1996, a provision
 of $5,000 per month was resumed and continued during the first six months
 of 1997.  This was due to the expansion of the Company's commercial lending 
 activities.  At the same time, expanded internal guidelines for credit risk 
 evaluation and documentation were created and implemented.  These factors 
 will continue to be assessed and further provisions will be made if 
 circumstances warrant such provisions.  At June 30, 1997, the allowance for 
 loan losses was $852,076, or 1.3% of gross loans outstanding, compared to 
 $832,706, or 1.3%,  at June 30, 1996.   The allowance for loan losses was 
 $819,660 at December 31, 1996, or 1.3% of gross loans outstanding.
 
 Noninterest Income.  Noninterest income increased $55,899, or 20.0%, for the 
 first six months of 1997.  A slight decrease in fees and service charges for 
 deposits and loans along with a decrease in gains on sale of loans was offset
 by an increase in other noninterest income.  Fees and service charge income
 decreased $5,661, or 2.2%, to $254,295 from $259,956, while gains on sale
 of loans decreased $5,418 or 19.9% to $21,834 from $27,252.  There was
 a loss on sale of investment securities available for sale of $6,884 as the 
 Company sought to reposition its portfolio and lengthen its maturities.  
 Some lower-yield short term securities were sold and the proceeds reinvested 
 in intermediate term securities.  The analysis done on this transaction 
 indicated the loss will be recovered by the fourth quarter of 1997.  This 
 compares to a loss recorded in 1996 of $13,940, which the analysis indicated
 would be income-neutral for 1996. The increase in other noninterest income
 of $59,922, or 913.2%, to $66,484 included a gain on the sale of real estate
 owned of $30,016, along with $9,250 in income for technical services
 provided by the Company to a community service provider in Manhattan and
 $9,337 in commission income from the insurance agency.
 
 Noninterest income for the second quarter of 1997 increased 32.9% to 
 $187,482 compared to $141,043 for that quarter in 1996.  Fees and service 
 charges decreased $14,050 or 9.8% to $129,247 due to overdraft income
 decreasing $7,000 and fee income on loans decreasing $7,900 from 1996. 
 This decrease was  partially offset by a gain on sale of loans of 83.1%
 from $9,033 to $16,535.   Additionally, the gain on the sale of real estate
 owned of $30,016 occurred during the second quarter.  The loss  on sale of
 investment securities of $6,884 was incurred during this quarter in 1997 as
 part of the repositioning of the securities portfolio previously  mentioned. 
 Commission income from the insurance agency was $3,437 for the quarter along
 with technical service income of $3,162.
 
 Noninterest Expense.  Noninterest expense remained steady at $1.5 million
 during the  first six months of 1997.  Decreases in the FDIC premiums from 
 $78,564 to $23,903,  or 69.6%, stationery, printing and office supplies of
 $22,109 or 35.7%, and data  processing of $13,367 or 20.5% were offset by
 increases in compensation of  $61,492, or 10.1% from $609,786 to $671,278
 and occupancy and equipment of  10.6% to $202,476 from $183,094.  The
 reduction in stationery, printing and office  supplies was a result of the
 costs incurred in connection with the change of name and consolidation of
 the bank subsidiaries on December 31,1995.  The decrease in data processing
 was also a result of the consolidation of subsidiaries.  The increase in
 compensation and occupancy and equipment was due in large part to the new
 branch facility opened in Topeka in May of this year.  Other expenses
 increased $11,486, or 4.0%, to $300,115.
 
 Total noninterest expense increased 7.3% to $779,489 for the second quarter 
 of 1997. Occupancy and equipment expenses increased $21,804, or 24.2%, as a
 result of the opening of the branch facility in Topeka, along with
 professional fees and stationery, printing and office supplies which
 increased $7,335 and $7,031, respectively.  These increases were offset by
 decreases in the FDIC premium of $27,270 or 69.4%, and data processing of
 $16,368, or 39.5%.  Compensation and benefits increased 13.6% to $350,446
 and other expenses increased $3,162 or 2.0% to $158,794.
 
 Asset Quality and Distribution.  The Company's total assets were  $102.5 
 million at June 30, 1997 compared to $103.4 million at December 31, 1996.  
 The Company's primary ongoing sources of funds are deposits, proceeds from 
 principal and interest payments on loans and investment securities, and 
 proceeds from the sale of mortgage loans and investment securities.  While 
 maturities and scheduled amortization of loans are a predictable source of 
 funds, deposit flows and mortgage prepayments are greatly influenced by
 general interest rates, economic conditions, competition, and the 
 restructuring of the financial services industry.
 
 The primary investing activities of the Company are the origination of loans 
 and the purchase of investment securities.  During the first six months of 
 1997, the Company originated mortgage loans in the amount of $9.5 million 
 compared to $16.0 million during the first six months of 1996.  Generally,
 the Company originates fixed rate residential mortgage loans for immediate
 sale and does not warehouse loans to speculate on interest rates.  During the 
 first six months of 1997, the Company originated consumer and commercial
 non-mortgage loans of $12.7 million compared to $5.7 million during the same
 time period for 1996.
 
 Management believes that the quality of the loan portfolio continues to be 
 strong as evidenced by the small number and amount of loans past due 30 
 days or more.  As of June 30, 1997, six real estate loans were more than 30 
 days past due, with a total balance of $440,163, which was 0.7% of total loans 
 outstanding.  Additionally, five residential mortgage loans totaling $86,204 
 were on non-accrual status as of June 30, 1997.  Excluding guaranteed student 
 loans, there were five consumer loans in the amount of $23,229, or  less than 
 0.1% of the total loan portfolio, over 30 days past due with two loans totaling
 $409 on non-accrual.  Two commercial loans totaling $43,265 or 0.1% of the 
 total portfolio, were 30 days or more past due, with two loans totaling
 $82,394 on non-accrual.  At June 30, 1997, the Company had outstanding loan 
 commitments of $6.9 million.  The Company believes sufficient funds will be 
 available to meet existing loan commitments.
  
 During the six months ended June 30, 1997, the Company purchased securities 
 available for sale in the amount of $3.8 million.  These activities were
 funded primarily by deposits, proceeds from the sale of fixed rate mortgage
 loans totaling $3.5 million and maturing securities. 
 
 Liability Distribution.  At June 30, 1997, total deposits had a net decrease 
 of $.6 million from December 31, 1996, with borrowings remaining steady at
 $3.6 million.
 
 Checking and NOW accounts at the end of the first six months of 1997 were 
 20.7% of deposits and totaled $17.8 million compared to 24.0% and $20.4
 million at December 31, 1996.  This decrease was the result of a large
 public funds deposit account having $2.0 million less on deposit at June 30,
 1997 compared to December 31, 1996.  Money market deposit accounts were
 18.0% of the deposit portfolio and totaled $15.5 million, compared to 15.9%
 and $13.8 million at December 31, 1996.  Certificates of deposit were
 $47.7 million, or 55.4% of the  portfolio compared to $47.4 million, or
 54.6% at December 31, 1996.
 
 Liquidity.  The Company's most liquid assets are cash and cash equivalents 
 and investment securities available  for sale. The level of these assets are 
 dependent on the Company's operating, financing, lending and investing 
 activities during any given period.  At June 30, 1997, and December 31, 1996,
 these liquid assets totaled $26.3 million and $27.7 million, respectively.  
 During periods in which the Company is not able to originate a sufficient 
 amount of loans and/or periods of high principal prepayments, the Company
 increases its liquid assets by investing in short-term U.S. Government
 and agency securities.
 
 Liquidity management is both a daily and long-term function of management's 
 strategy.  Excess funds are generally invested in short-term investments.  In
 the event the Company requires funds beyond its ability to generate them 
 internally, additional funds are available through the use of FHLB advances, 
 a line of credit with the FHLB or through sales of securities.  At June 30, 
 1997, the Company had outstanding FHLB advances of $2.5 million and $.8 million
 outstanding on its $12.0 million line of credit with the FHLB. 
 Additionally, the  Company has guaranteed a loan made to the Company's
 Employee Stock Ownership Plan (the "ESOP"), with an outstanding balance of
 $312,815 at June 30, 1997, to fund the ESOP's purchase of shares in the
 Company's 1993 common stock offering.  The total of these borrowings by the
 Company was approximately $3.6 million at June 30, 1997.
 
 Capital.  The Federal Reserve Board has established capital requirements for 
 bank holding companies which generally parallel the capital requirements for 
 national banks under the Office of the Comptroller of the Currency (the 
 "OCC") regulations.  The regulations provide that such standards will 
 generally be applied on a bank-only basis (rather than a consolidated basis) 
 in the case of a bank holding company with less than $150 million in total 
 consolidated assets, such as the Company.  The Company's total capital of
 $11.7 million is, however, well in excess of the Federal Reserve Board's
 consolidated capital requirements.
 
 At June 30, 1997, the Bank continued to  maintain a sound Tier 1 capital 
 ratio of 8.99% and a risk based capital ratio of 16.21%. As shown by the 
 following table, the Bank's capital exceeded the minimum capital 
 requirements:  (dollars in thousands)
 
 <TABLE>
 <CAPTION>
                                      June 30, 1997
                          Amount          Percent             Required 
 <S>                     <C>               <C>                 <C>
 Tier 1 Capital          $9,171             8.99%               3.0% 
 Risk Based Capital       9,879            16.21%               8.0%
 </TABLE>
 
 Banks and bank holding companies are generally expected to operate at or 
 above the minimum capital requirements.  The above ratios are well in excess 
 of regulatory minimums and should allow the Company to operate without 
 capital adequacy concerns.  The Federal Deposit Insurance Corporation 
 Improvement Act of 1991 established a bank rating system based on the capital
 levels of banks.  The Bank is rated "well capitalized", which is the highest 
 rating available under this capital-based rating system.
 
 Recent Accounting Developments.  In February, 1997, the Financial Accounting
 Standards Board issued Statement No. 128, "Earnings Per Share" which revised 
 the calculation and presentation provisions of Accounting Principles Board 
 Opinion 15 and related interpretations.  Statement No. 128 is effective for
 the  Company's fiscal year ending December 31, 1997.  Retroactive
 application will be required.  The Company believes the adoption of
 Statement No. 128 will not have a significant effect on its reported
 earnings per share.
 
 The Company adopted SFAS 125 in January, 1997, and the effect was immaterial.
 The adoption of SFAS 127 is not expected to have a material effect on the
 financial statements.

 Recent Regulatory Developments.  The Committee on Banking and Financial
 Services of the U.S. House of Representatives has approved legislation that
 would allow bank holding companies to engage in a wider range of nonbanking
 activities, including greater authority to engage in securities and insurance 
 activities.  The expanded powers generally would be available to a bank 
 holding company only if the bank holding company and its bank subsidiaries 
 remain well-capitalized and well-managed, and if each of the depository
 institution subsidiaries of the bank holding company had received at least a
 'satisfactory' rating under the Community Reinvestment Act.  The proposed
 legislation would also impose various restrictions on transactions between
 the depository institution subsidiaries of bank holding companies and their
 nonbank affiliates.  These restrictions are intended to protect the
 depository institutions from the risks of the new nonbanking activities
 permitted to such affiliates.  At this time, the Company is unable to
 predict whether the proposed legislation may have any impact on the
 operations of the Company and its subsidiaries.
 
 Safe Harbor Statement Under the Private Securities Litigation Reform Act
 of 1995.  This quarterly report contains certain forward-looking statements
 within the meaning of Section 27A of the Securities Act of 1933, as amended
 and Section 21E of the Securities Exchange Act of 1934, as amended.  The
 Company intends such forward-looking statements to be covered by the safe
 harbor provisions for forward-looking statements contained in the Private
 Securities Report Act of 1995, and is including this statement for purposes
 of these safe harbor provisions.  Forward-looking statements, which are
 based on certain assumptions and describe future plans, strategies and
 expectations of the Company, are generally identifiable by use of the words 
"believe," "expect," "intend," "anticipate," "estimate," "project," or
 similar expressions.  The Company's ability to predict results or the
 actual effect of future plans or strategies is inherently uncertain. 
 Factors which could have a material adverse effect on operations and future
 prospects of the Company and the subsidiary include, but are not limited to,
 changes in: interest rates, general economic conditions, legislative/
 regulatory changes, monetary and fiscal policies of the U.S. Government, 
 including policies of the U.S. Treasury and the Federal Reserve Board, the
 quality or composition of the loan or investment portfolios, demand for
 loan products, deposit flows, competition, demand for financial services in
 the Company's market area and accounting principles, policies and
 guidelines.  These risks and uncertainties should be considered in
 evaluating forward-looking statements and undue reliance should not be
 placed on such statements.  Further information concerning the company and
 its business, including additional factors that could materially affect the
 Company's financial results, is included in the Company's filings with the
 Securities and Exchange Commission. 
 
 MNB BANCSHARES, INC. AND SUBSIDIARY
 PART II
 
 ITEM 1. LEGAL PROCEEDINGS.
 
 There are no material pending legal proceedings to which the Company or its 
 subsidiary are a party other than ordinary routine litigation incidental to 
 their respective businesses.
 
 ITEM 2. CHANGES IN SECURITIES.
 
   None
 
 ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
 
   None
 
 ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS.
 
 On May 19, 1997, the annual meeting of stockholders was held.  At the 
 meeting, Susan E. Roepke and Donald J. Wissman  were 
 elected to serve as Class II directors with terms expiring in 2000. 
 Continuing as Class I directors (term expires in 1999) are
 Patrick L. Alexander, Joseph L. Downey, Rolla W. Goodyear, and
 Jerry R. Pettle; and continuing as Class III directors (term expires in 
 1998) are Brent A. Bowman, Charles D. Green, and Vernon C. Larson.  
 The stockholders ratified the appointment of KPMG Peat Marwick LLP as the 
 Company's independent public accountants for the year ending December 31, 
 1997.
 
 There were 608,839 issued and outstanding shares of Common Stock at the time 
 of the annual meeting.  The voting on the above-described at the annual 
 meeting was as follows:
 
 <TABLE>
 <CAPTION>
                              For                Withheld
 <S>                          <C>                <C>
 Election of Directors
 Susan E. Roepke               505,406            28
 Donald J. Wissman             505,434             0
 </TABLE>
 <PAGE>
 
 MNB BANCSHARES, INC. AND SUBSIDIARY
 
 PART II (continued)
 
 ITEM 5. OTHER INFORMATION.  
 
 None
 
 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.  
 
 A. Exhibits
    Exhibit 27.  Financial Data Schedule  
 
 B. Reports on Form 8-K
    None.
 <PAGE>
 
 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 thereunto duly authorized.
 
  MNB BANCSHARES, INC.
 
 
 
  Date:  August 11, 1997  /s/Patrick L. Alexander
                          President and Chief Executive Officer
 
 
 Date:  August 11, 1997  /s/Susan E. Roepke
                         Vice President, Secretary,
                          Treasurer and Chief Financial Officer
 <PAGE>
 
 INDEX TO EXHIBITS
 
 EXHIBIT                                    SEQUENTIAL
 NUMBER         DESCRIPTION                 PAGE NUMBER
 
 27             Financial Data Schedule     16