UNITED STATES

                SECURITIES AND EXCHANGE COMMISSION

                      Washington, D.C. 20549

                            FORM 10-Q

                                 
(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities 
       Exchange Act of 1934
 For the quarterly period ended June 30, 1998
                                              or
[  ] Transition Report Pursuant to Section 13 or 15(d) of the Securities 
      Exchange Act of 1934
For the transition period from                            to                 

                                Commission File Number: 0-23636

               EXCHANGE NATIONAL BANCSHARES, INC.       
               (Exact name of registrant as specified in its charter)
                              
              Missouri                                    43-1626350      
  (State or other jurisdiction of                        (I.R.S. Employer
   incorporation or organization)                         Identification No.)

             132 East High Street, Jefferson City, Missouri 65101
             (Address of principal executive offices)          (Zip Code)

                               (573) 761-6100                 
                (Registrant's telephone number, including area code)
                                  
      (Former name, former address and former fiscal year, if changed since
       last report.)                                      

       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.   [X] Yes     [ ] No
   As of August 3, 1998, the registrant had 718,511 shares of common stock, 
par value $1.00 per share, outstanding.

                        Page 1 of 28 pages
               Index to Exhibits located on page 27
<PAGE>

                  PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

<TABLE>
        EXCHANGE NATIONAL BANCSHARES, INC. AND SUBSIDIARIES
<CAPTION>
               CONDENSED CONSOLIDATED BALANCE SHEETS
                            (Unaudited)

                                                   June 30,       December 31,
                                                     1998              1997    
                                                 ____________     ____________ 
  <S>                                            <C>              <C>          
ASSETS
Loans, net of unearned income:
  Commercial                                     $ 93,236,241       90,543,151
  Real estate -- construction                      17,686,000       33,947,000
  Real estate -- mortgage                         122,969,128      110,011,844
  Consumer                                         44,276,555       44,197,904
                                                 ____________     ____________
                                                  278,167,924      278,699,899
  Less allowance for loan losses                    4,182,582        3,914,383
                                                 ____________     ____________
      Loans, net                                  273,985,342      274,785,516
                                                 ____________     ____________
Investment in debt and equity securities:
  Available-for-sale, at estimated market value    68,959,360       78,423,285
  Held-to-maturity, estimated market value
    of $41,636,000 at June 30, 1998 and
    $38,046,500 at December 31, 1997               41,169,525       37,733,903
                                                 ____________     ____________
      Total investment in debt
        and equity securities                     110,128,885      116,157,188
                                                 ____________     ____________

Federal funds sold                                 30,700,000       17,175,000
Cash and due from banks                            15,574,666       17,177,050
Premises and equipment                             10,467,422        8,654,712
Accrued interest receivable                         3,879,766        4,067,232
Intangible assets                                  11,158,293       11,508,482
Other assets                                        1,084,989        1,167,014
                                                 ____________     ____________
                                                 $456,979,363      450,692,194
                                                 ============     ============
</TABLE>
Continued on next page
<PAGE>
<TABLE>
        EXCHANGE NATIONAL BANCSHARES, INC. AND SUBSIDIARIES
<CAPTION>
        CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)
                           (Unaudited)

                                                   June 30,      December 31,
                                                    1998             1997
                                                ____________     ____________
<S>                                             <C>              <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Demand deposits                                 $ 47,308,745       50,139,102
Time deposits                                    311,336,507      310,247,693
                                                ____________     ____________
      Total deposits                             358,645,252      360,386,795
Securities sold under agreements to repurchase    27,950,202       21,493,587
Interest-bearing demand notes to U.S. Treasury     3,622,472        3,663,581
Other borrowed money                              17,600,568       17,603,568
Accrued interest payable                           2,336,750        2,410,635
Deferred tax liability                               332,416          289,340
Other liabilities                                  1,936,903        1,737,086
                                                ____________     ____________
      Total liabilities                          412,424,563      407,584,592
                                                ____________     ____________
Stockholders' equity:
  Common Stock - $1 par value; 1,500,000 shares
    authorized; 718,511 issued and outstanding       718,511          718,511
  Surplus                                          1,281,489        1,281,489
  Undivided profits                               42,362,537       40,986,755
  Accumulated other comprehensive income -
    unrealized holding gains on investment
    in debt and equity securities
    available-for-sale, net of tax                   192,263          120,847 
                                                ____________     ____________
      Total stockholders' equity                  44,554,800       43,107,602
                                                ____________     ____________
                                                $456,979,363      450,692,194
                                                ============     ============
</TABLE>
       See accompanying notes to condensed consolidated financial statements.
<PAGE>
<TABLE>
              EXCHANGE NATIONAL BANCSHARES, INC. AND SUBSIDIARY
<CAPTION>
                CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
                                 (Unaudited)


                               Three Months Ended        Six Months Ended
                                    June 30,                 June 30,
                            _______________________  _______________________
                                1998        1997         1998        1997
                            ___________ ___________  ___________ ___________
<S>                         <C>           <C>         <C>         <C>
Interest income             $ 8,020,159   5,393,880   16,113,915  10,635,450

Interest expense              4,341,799   2,594,104    8,765,327   5,126,918
                            ___________ ___________  ___________ ___________
Net interest income           3,678,360   2,799,776    7,348,588   5,508,532

Provision for loan losses       172,500     175,000      345,000     300,000
                            ___________ ___________  ___________ ___________
Net interest income after
  provision for loan losses   3,505,860   2,624,776    7,003,588   5,208,532

Noninterest income              588,999     475,000    1,290,838     910,179

Noninterest expense           2,660,065   1,675,521    5,148,034   3,192,878
                            ___________ ___________  ___________ ___________
Income before
  income taxes                1,434,794   1,424,255    3,146,392   2,925,833

Income taxes                    487,555     466,000    1,052,100     952,000
                            ___________ ___________  ___________ ___________
Net income                  $   947,239     958,255    2,094,292   1,973,833
                            =========== ===========  =========== ===========

Basic earnings per share          $1.31        1.34         2.91        2.75
                                  =====       =====        =====       =====

Dividends per share:

   Declared                       $0.50        0.50         1.00        0.94
                                  =====       =====        =====       =====

   Paid                           $0.50        0.44         1.00        0.88
                                  =====       =====        =====       =====
</TABLE>
    See accompanying notes to condensed consolidated financial statements.
<PAGE>
<TABLE>
        EXCHANGE NATIONAL BANCSHARES, INC. AND SUBSIDIARIES
<CAPTION>
         CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    (Unaudited)
                                                        Six Months Ended
                                                            June 30,
                                                   __________________________
                                                       1998           1997
                                                   ___________    ___________
  <S>                                              <C>            <C>
Cash flows from operating activities:                                          
  Net income                                       $ 2,094,292      1,973,833
  Adjustments to reconcile net income to net
   cash provided by operating activities:
    Provision for loan losses                          345,000        300,000
    Depreciation expense                               250,551        152,680
    Net amortization of debt securities
     premiums and discounts                            150,914         60,112
    Amortization of intangible assets                  565,189         21,333
    Decrease (increase) in
     accrued interest receivable                       187,466       (230,624)
    Increase in other assets                          (132,975)      (236,666)
    Increase (decrease)in accrued interest payable     (73,885)        33,523
    Increase in other liabilities                      200,949         98,078
    Net securities (gains) losses                       (6,491)         2,813
    Other, net                                        (180,501)       329,030 
  Origination of mortgage loans for sale           (32,206,903)    (9,122,831)
  Proceeds from the sale of mortgage loans
   held for sale                                    32,206,903      9,122,831
                                                   ___________    ___________
     Net cash provided by operating activities       3,400,509      2,504,112
                                                   ___________    ___________
Cash flows from investing activities:                                          
  Net increase in loans                               (277,399)   (15,224,406)
  Purchases of available-for-sale debt securities  (13,779,240)    (5,871,620)
  Purchases of held-to-maturity debt securities    (30,065,529)    (3,992,180)
  Proceeds from sales of available-for-sale
   debt securities                                        --          362,915
  Proceeds from maturities of debt securities:
   Available-for-sale                               14,816,759      3,385,837
   Held-to-maturity                                 25,011,142      2,689,299
  Proceeds from calls of debt securities:
   Available-for-sale                                8,455,029        125,000
   Held-to-maturity                                  1,559,076      2,000,000
  Purchases of premises and equipment               (2,063,261)    (1,446,417)
  Proceeds from sales of other real estate
   owned and repossessions                             913,077        914,410
                                                   ___________    ___________
     Net cash provided by (used in)
       investing activities                          4,569,654    (17,057,162)
                                                   ___________    ___________
</TABLE>
Continued on next page
<PAGE>
<TABLE>
       EXCHANGE NATIONAL BANCSHARES, INC. AND SUBSIDIARIES
<CAPTION>
   CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                                    (Unaudited)
                                                        Six Months Ended
                                                            June 30,
                                                   __________________________
                                                       1998           1997
                                                   ___________    ___________
  <S>                                               <C>             <C>        
Cash flows from financing activities:
  Net increase (decrease) in demand deposits        (2,830,357)     4,007,595
  Net decrease in interest-bearing
   transaction accounts                               (770,670)    (1,339,131)
  Net increase in time deposits                      1,859,484        423,551
  Net increase in securities sold
   under agreements to repurchase                    6,456,615      2,104,801
  Net increase (decrease) in interest-bearing
   demand notes to U.S. Treasury                       (41,109)     2,563,120
  Proceeds from Federal Home Loan Bank borrowings    2,800,000           --
  Repayment of bank debt                            (2,507,932)          --
  Repayment of other borrowed funds                   (295,068)          --
  Cash dividends paid                                 (718,510)      (632,289)
                                                   ___________    ___________
     Net cash provided by
       financing activities                          3,952,453      7,127,647
                                                    ___________    ___________ 
                                                                               
     Net increase (decrease) in cash and 
       cash equivalents                             11,922,616     (7,425,403)
Cash and cash equivalents, beginning of period      34,352,050     25,171,641
                                                   ___________    ___________
Cash and cash equivalents, end of period           $46,274,666     17,746,238
                                                   ===========    ===========

SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION
  Cash paid during period for:
   Interest                                        $ 8,839,212      5,093,395
   Income taxes                                      1,200,483      1,128,323
  Other real estate and repossessions
   acquired in settlement of loans                     770,590      1,296,030
</TABLE>
       See accompanying notes to condensed consolidated financial statements.
<PAGE>
        EXCHANGE NATIONAL BANCSHARES, INC. AND SUBSIDIARIES
 
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           (Unaudited)

             Six Months Ended June 30, 1998 and 1997

    Exchange National Bancshares, Inc. ("Bancshares" or the "Company") is a
bank holding company registered under the Bank Holding Company Act of 1956. 
Bancshares' activities currently are limited to ownership of the outstanding
capital stock of The Exchange National Bank of Jefferson City (ENB) and Union
State Bancshares, Inc.(Union) which owns 100% of Union State Bank and Trust of
Clinton (USB).  Bancshares acquired ENB on April 7, 1993.  The acquisition of
ENB represented a combination of entities under common control and
accordingly, was accounted for in a manner similar to a pooling of interests. 
Bancshares acquired Union on November 3, 1997.  The acquisition of Union was
accounted for as a purchase transaction.  Accordingly, the results of
operations of Union have been included in the condensed consolidated financial
statements since acquisition. A summary of unaudited pro forma combined
financial information for the three and six month periods ended June 30, 1997
for Bancshares and Union as if the transaction had occurred on January 1, 1997
is as follows:
<TABLE>
<CAPTION>
                           Three Months Ended       Six Months Ended
                             June 30, 1997             June 30, 1997         
<S>                            <C>                       <C>               
Net interest income            $ 3,524,914               $ 6,976,208
Net income                         851,716                 1,702,881
Earnings per share                   1.19                      2.37
</TABLE>
     Bancshares adopted the provisions of Statement of Financial Accounting
Standards No. 128, Earnings Per Share, on December 31, 1997.  Due to the fact
Bancshares has no dilutive instruments, basic earnings per share and dilutive
earnings per share are equal.  Earnings per share is computed by dividing net
income by 718,511, the weighted average number of common shares outstanding
during the three and six month periods ended June 30, 1998 and 1997.

    On January 1, 1998 Bancshares adopted the provisions of Statement of
Financial Accounting Standards No. 130, Reporting Comprehensive Income (SFAS
130), which established standards for reporting and display of comprehensive
income and its components (revenues, expenses, gains and losses) in a full set
of general-purpose financial statements.  For the three and six month periods
ended June 30, 1998 and 1997, unrealized holding gains and losses on
investments in debt and equity securities available-for-sale were Bancshares'
<PAGE>
only other comprehensive income component.  Comprehensive income for the three
and six month periods ended June 30, 1998 and 1997 is summarized as follows:
<TABLE>
<CAPTION>
                                Three Months Ended       Six Months Ended
                                     June 30,                June 30,
                               ______________________ ________________________ 
                                 1998        1997        1998        1997
                               __________  __________  ___________ ___________ 
<S>                           <C>           <C>        <C>         <C>
Net income                    $ 947,239     958,255    2,094,292   1,973,833
Other comprehensive income:
   Net unrealized holding 
     gains (losses) on 
     investments in debt
     and equity securities
     available-for-sale            2,356     124,106       75,505     (20,447)
   Adjustment for net 
     securities (gains)             
     losses realized in net 
     income, net of 
     applicable income taxes         --         --         (4,089)      1,772
                                                                             
                                   2,356     124,106       71,416     (18,675)
                              ___________  __________  ___________  __________ 
Comprehensive income         $   949,595   1,082,361    2,165,708   1,955,158
                             ===========  ==========  ===========  ==========
</TABLE>
   In February 1998, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 132, Employers' Disclosures
about Pensions and Other Postretirement Benefits (SFAS 132), which revises
employers' disclosures about pension and other postretirement benefit plans. 
SFAS 132 does not change the measurement or recognition of those plans and is
effective for fiscal years beginning after December 15, 1997.  The Company
will present the revised information in its December 31, 1998 consolidated
financial statements.  The adoption of SFAS 132 is not expected to have a
material impact on the Company's consolidated financial condition or results
of operations.

   In June 1998, the FASB issued Statement of Financial Accounting Standards 
No.133, Accounting for Derivative Instruments and Hedging Activities (SFAS
133).  SFAS 133 establishes standards for derivative instruments, including
certain derivative instruments embedded in other contracts, and for hedging
activities.  It requires an entity to recognize all derivatives as either
assets or liabilities in the statement of financial position and measure those
instruments at fair value.  SFAS 133 is effective for all fiscal years
beginning after June 15, 1999.  Earlier application of SFAS 133 is encouraged
but should not be applied retroactively to financial statements of prior
periods.  The Company is currently evaluating the requirements and impact of
SFAS 133.

    The accompanying condensed consolidated financial statements include all
adjustments which in the opinion of management are necessary in order to make
those statements not misleading.  Certain amounts in the 1997 condensed
consolidated financial statements have been reclassified to conform with the
1998 condensed consolidated presentation.  Such reclassifications have no
effect on previously reported net income.  Operating results for the period
ended June 30, 1998 are not necessarily indicative of the results that may be
expected for the year ending December 31, 1998.

    It is suggested that these condensed consolidated interim financial
statements be read in conjunction with the Company's audited consolidated
financial statements included in its 1997 Annual Report to Shareholders under
the caption "Consolidated Financial Statements" and incorporated by reference
into its Annual Report on Form 10-KSB for the year ended December 31, 1997 as
Exhibit 13.


Item 2.  Management's Discussion and Analysis of Financial Condition and 
         Results of Operations



EXCEPT FOR THE HISTORICAL INFORMATION CONTAINED HEREIN, THE STATEMENTS MADE IN
THIS REPORT ON FORM 10-Q ARE FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND
UNCERTAINTIES.  THE WORDS "SHOULD", "EXPECT", "ANTICIPATE", "BELIEVE",
"INTEND", "MAY", "HOPE", "FORECAST" AND SIMILAR EXPRESSIONS MAY IDENTIFY
FORWARD LOOKING STATEMENTS.  THE COMPANY'S ACTUAL RESULTS, FINANCIAL
CONDITION, OR BUSINESS COULD DIFFER MATERIALLY FROM ITS HISTORICAL RESULTS,
FINANCIAL  CONDITION, OR BUSINESS, OR THE RESULTS OF OPERATIONS, FINANCIAL
CONDITION, OR BUSINESS CONTEMPLATED BY SUCH FORWARD-LOOKING STATEMENTS. 
FACTORS THAT COULD CAUSE OR CONTRIBUTE TO SUCH DIFFERENCES INCLUDE, BUT ARE
NOT LIMITED TO, THOSE DISCUSSED UNDER THE CAPTION "FACTORS THAT MAY AFFECT
FUTURE RESULTS OF OPERATIONS, FINANCIAL CONDITION, OR BUSINESS," IN THE
COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE YEAR ENDED DECEMBER 31, 1997,
AS WELL AS THOSE DISCUSSED ELSEWHERE IN THE COMPANY'S REPORTS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION.


    Net income for the three months ended June 30, 1998 of $947,000 decreased
$11,000 when compared to the second quarter of 1997.  Earnings per common
share for the second quarter of 1998 of $1.31 decreased 3 cents or 2.2% when
compared to the second quarter of 1997.  Net income for the six months ended
June 30, 1998 of $2,094,000 increased $120,000 when compared to the first six
months of 1997.  The inclusion of Union's results in the second quarter and
first six months of 1998 contributed approximately $107,000 and $252,000,
respectively, to consolidated net income.



<PAGE>
   The following table provides a comparison of fully taxable equivalent
earnings, including adjustments to interest income and tax expense for
interest on tax-exempt loans and investments.
<TABLE>
<CAPTION>
    (Dollars expressed in thousands)
                                               Three Months       Six Months
                                                   Ended            Ended
                                                  June 30,         June 30,
                                              _______________  _______________
                                               1998    1997     1998    1997
                                              _______ _______  _______ _______
    <S>                                       <C>       <C>     <C>     <C>
    Interest income                           $ 8,020   5,394   16,114  10,636
    Fully taxable equivalent (FTE) adjustment     134      96      285     192
                                              _______ _______  _______ _______
    Interest income (FTE basis)                 8,154   5,490   16,399  10,828
    Interest expense                            4,343   2,594    8,766   5,127
                                              _______ _______  _______ _______
    Net interest income (FTE basis)             3,811   2,896    7,633   5,701
    Provision for loan losses                     172     175      345     300
                                              _______ _______  _______ _______
    Net interest income after provision
       for loan losses (FTE basis)              3,639   2,721    7,288   5,401
    Noninterest income                            589     475    1,291     910
    Noninterest expense                         2,660   1,676    5,148   3,193
                                              _______ _______  _______ _______
    Earnings before income taxes
       (FTE basis)                              1,568   1,520    3,431   3,118
                                              _______ _______  _______ _______
    Income taxes                                  487     466    1,052     952
    FTE adjustment                                134      96      285     192
                                              _______ _______  _______ _______
    Income taxes (FTE basis)                      621     562    1,337   1,144
                                              _______ _______  _______ _______
    Net income                                $   947     958    2,094   1,974
                                              ======= =======  ======= =======
</TABLE>
<PAGE>
THREE MONTHS ENDED JUNE 30, 1998 COMPARED TO THREE MONTHS 
   ENDED JUNE 30, 1997

     Net interest income on a fully taxable equivalent basis increased
$915,000 or 31.6% to $3,811,000 or 3.65% of average earning assets for the
second quarter of 1998 compared to $2,896,000 or 4.26% of average earning
assets for the same period of 1997.  The provision for possible loan losses
for the three months ended June 30, 1998 was $172,000 compared to $175,000 for
the same period of 1997.

   Noninterest income and noninterest expense for the three month periods
ended June 30, 1998 and 1997 were as follows:
<TABLE>
<CAPTION>
(Dollars expressed in thousands)
                                          Three Months
                                             Ended
                                            June 30,       Increase (decrease)
                                        ________________   __________________
                                         1998     1997      Amount      %
                                        _______  _______   ________  ________
   <S>                                  <C>       <C>          <C>   <C>
Noninterest Income
   Service charges on deposit accounts  $   262      176         86     48.9 %
   Trust department income                   85       64         21     32.8
   Mortgage loan servicing fees              97       79         18     22.8
   Gain on sales of mortgage loans           70       31         39    125.8 
   Credit card fees                          24       82        (58)   (70.7)
   Other                                     51       43          8     18.6
                                        _______  _______    _______
                                        $   589      475        114     24.0 %
                                        =======  =======    =======
Noninterest Expense
   Salaries and employee benefits       $ 1,352      879        473     53.8 %
   Occupancy expense                        125       87         38     43.7
   Furniture and equipment expense          187      150         37     24.7
   FDIC insurance assessment                 18        7         11    157.1
   Advertising and promotion                114      107          7      6.5 
   Postage, printing, and supplies          137      101         36     35.6 
   Legal, examination, and
      professional fees                     137       76         61     80.3 
   Credit card expenses                      16       68        (52)   (76.5)
   Credit investigation and loan
      collection expenses                    46       33         13     39.4
   Amortization of intangible assets        191       10        181   1810.0
   Other                                    337      158        179    113.3 
                                        _______  _______    _______
                                        $ 2,660    1,676        984     58.7 %
                                        =======  =======    =======
</TABLE>
<PAGE>
     Noninterest income increased $114,000 or 24.0% to $589,000 for the second
quarter of 1998 compared to $475,000 for the same period of 1997.  The
inclusion of Union's results in the second quarter of 1998 represented
approximately $128,000 of the increase in noninterest income. Gains on sales
of mortgage loans increased $39,000 or 125.8% due to an increase in the volume
of loans originated and sold to the secondary market from $7,950,000 for the
second quarter of 1997 to $12,879,000 for the second quarter of 1998.  The
$58,000 or 70.7% decrease in credit card fees reflected ENB's decision to
change its merchant credit card operations provider which also resulted in a
corresponding decrease in credit card expenses.

    Noninterest expense increased $984,000 or 58.7% to $2,660,000 for the
second quarter of 1998 compared to $1,676,000 for the second quarter of 1997. 
Approximately $745,000 or 75.7% of the total increase in noninterest expense
reflected the inclusion of Union's results in the second quarter of 1998.  The
remaining $239,000 represents an 14.3% increase in noninterest expense as
compared to the second quarter of 1997 and primarily related to increased
salaries and employee benefits.  Excluding the increase attributable to Union,
salaries and employee benefits increased $130,000 or 14.8% compared to the
second quarter of 1997.  This increase resulted from Exchange's establishment
of an executive incentive program and the adjustment of salaries to market
levels. Amortization of intangible assets increased $181,000 or 1710.0% to
$191,000 for the second quarter of 1998 compared to $10,000 for the second
quarter of 1997.  In addition to the increase included in Union's operating
results, the Company incurred $38,000 of expense related to the amortization
of consulting/noncompete agreements associated with the acquisition of Union
during the second quarter of 1998 with no similar amount in 1997.

    Income taxes as a percentage of earnings before income taxes as reported
in the condensed consolidated financial statements was 34.0% for the second
quarter of 1998 compared to 32.7% for the second quarter of 1997.  After
adding a fully taxable equivalent adjustment to both income taxes and earnings
before income taxes for tax exempt income on loans and investment securities,
the fully taxable equivalent ratios of income taxes as a percentage of
earnings before income taxes were 39.6% for the second quarter of 1998 and
37.0% for the second quarter of 1997.


<PAGE>
SIX MONTHS ENDED JUNE 30, 1998 COMPARED TO SIX MONTHS 
   ENDED JUNE 30, 1997

     Net interest income on a fully taxable equivalent basis increased
$1,932,000 or 33.9% to $7,633,000 or 3.66% of average earning assets for the
first six months of 1998 compared to $5,701,000 or 4.23% of average earning
assets for the same period of 1997.  The provision for possible loan losses
for the six months ended June 30, 1998 was $345,000 compared to $300,000 for
the same period of 1997.

   Noninterest income and noninterest expense for the six month periods ended
June 30, 1998 and 1997 were as follows:
<TABLE>
<CAPTION>
(Dollars expressed in thousands)
                                           Six Months
                                             Ended
                                            June 30,       Increase (decrease)
                                        ________________   __________________
                                         1998     1997      Amount      %
                                        _______  _______   ________  ________
   <S>                                  <C>       <C>        <C>     <C>  
Noninterest Income
   Service charges on deposit accounts  $   495      347        148     42.7 %
   Trust department income                  272       92        180    195.7
   Mortgage loan servicing fees             192      155         37     23.9
   Gain on sales of mortgage loans          157       53        104    196.2 
   Net gain (loss) on sales and calls
    of debt securities                        6       (3)         9    300.0
   Credit card fees                          59      180       (121)   (67.2)
   Other                                    110       86         24     27.9
                                        _______  _______    _______
                                        $ 1,291      910        381     41.9 %
                                        =======  =======    =======
Noninterest Expense
   Salaries and employee benefits       $ 2,694    1,745        949     54.4 %
   Occupancy expense                        242      159         83     52.2
   Furniture and equipment expense          391      270        121     44.8
   FDIC insurance assessment                 35       14         21    150.0
   Advertising and promotion                172      142         30     21.1 
   Postage, printing, and supplies          283      172        111     64.5 
   Legal, examination, and
      professional fees                     205      145         60    41.4
   Credit card expenses                      39      151       (112)   (74.2)
   Credit investigation and loan
      collection expenses                    88       65         23     35.4
   Amortization of intangible assets        400       21        379   1804.8
   Other                                    599      309        290     93.9 
                                        _______  _______    _______
                                        $ 5,148    3,193      1,955     61.2 %
                                        =======  =======    =======
</TABLE>
     Noninterest income increased $381,000 or 41.9% to $1,291,000 for the
first six months of 1998 compared to $910,000 for the same period of 1997. 
Approximately $257,000 or 67.5% of the increase in noninterest income
reflected the inclusion of Union's results in the first six months of 1998. 
The remainder of the increase primarily reflected an increase in trust
department income at ENB, which included an unusually large estate
distribution fee.  Gains on sales of mortgage loans increased $104,000 or
196.2% due to an increase in volume of loans originated and sold to the
secondary market from $9,123,000 for the first six months of 1997 to
$32,207,000 for the first six months of 1998.  The $121,000 or 67.2% decrease
in credit card fees reflected ENB's decision to change its merchant credit
card operations provider which also resulted in a significant decrease in
credit card expenses.

    Noninterest expense increased $1,955,000 or 61.2% to $5,148,000 for the
first six months of 1998 compared to $3,193,000 for the first six months of
1997.  Approximately $1,540,000 or 78.8% of the total increase in noninterest
expense reflected the inclusion of Union's results in the first six months of
1998.  The remaining $415,000 represents an 13.0% increase in noninterest
expense as compared to the first six months of 1997 and primarily related to
increased salaries and employee benefits.  Excluding the increase attributable
to Union, salaries and employee benefits increased $275,000 or 15.8% compared
to the first six months of 1997.  This increase resulted from Exchange's
establishment of an executive incentive program and the adjustment of salaries
to market levels.  Amortization of intangible assets increased $378,000 or
1800.0% to $399,000 for the first six months of 1998 compared to $21,000 for
the first six months of 1997.  In addition to the increase included in Union's
operating results, the Company incurred $75,000 of expense related to the
amortization of consulting/noncompete agreements associated with the
acquisition of Union during the first six months of 1998 with no similar
amount in 1997.

    Income taxes as a percentage of earnings before income taxes as reported
in the condensed consolidated financial statements was 33.4% for the first six
months of 1998 compared to 32.5% for the first six months of 1997.  After
adding a fully taxable equivalent adjustment to both income taxes and earnings
before income taxes for tax exempt income on loans and investment securities,
the fully taxable equivalent ratios of income taxes as a percentage of
earnings before income taxes were 39.0% for the first six months of 1998 and
36.7% for the first six months of 1997.

NET INTEREST INCOME

    The increases in fully taxable equivalent net interest income for the
three and six month periods ended June 30, 1998 compared to the same periods
in 1997 primarily reflect the inclusion of Union's results in the 1998
periods, net of interest expense on debt issued in connection with the
acquisition of Union.  Approximately $948,000 and $1,898,000 of the total
increase in fully taxable equivalent net interest income for the three and six
month periods, respectively, reflected Union's net interest income, net of
acquisition debt interest expense.

    The following table presents average balance sheets, net interest income,
average yields of earning assets, and average costs of interest bearing
liabilities on a fully taxable equivalent basis for the three and six month
periods ended June 30, 1998 and 1997.
<PAGE>
<TABLE>
<CAPTION>
(Dollars expressed in thousands)

                         Three Months Ended            Three Months Ended
                            June 30, 1998                 June 30, 1997    
                      ___________________________  ___________________________
                                Interest   Rate              Interest   Rate
                      Average   Income/   Earned/  Average   Income/   Earned/
                      Balance  Expense/1/ Paid/1/  Balance  Expense/1/ Paid/1/
                      ________ __________ _______  ________ __________ _______
 <S>                   <C>          <C>     <C>     <C>         <C>      <C>
ASSETS                                                                
Loans:/2/
 Commercial           $ 93,120     $2,071   8.92%  $ 44,770     $1,014   9.08%
 Real estate           140,943      3,017   8.59    104,280      2,276   8.75
 Consumer               43,420        962   8.89     34,884        795   9.14
 Money market/3/          --         --      --       1,591         22   5.55
Investment
 securities:/4/
  U.S. Treasury and
   U.S. Government
   agencies             85,667      1,272   5.96     63,468        952   6.02
  State and municipal   27,673        474   6.86     17,142        331   7.74
  Other                  1,611         25   6.22      1,607         27   6.74
Federal funds sold      25,748        330   5.14      5,250         73   5.58
Interest-bearing
 deposits                  236          3   5.10        --         --     -- 
                      ________     ______          ________     ______
  Total interest
   earning assets      418,418      8,154   7.82    272,992      5,490   8.07

All other assets        40,400                       18,836
Allowance for loan
 losses                 (4,130)                      (2,341)
                      ________                     ________
  Total assets        $454,688                     $289,487
                      ========                     ========
</TABLE>
Continued on next page
<PAGE>
<TABLE>
<CAPTION>
                          Three Months Ended            Three Months Ended
                            June 30, 1998                 June 30, 1997       
                      ___________________________  ___________________________
                                Interest   Rate              Interest   Rate
                      Average   Income/   Earned/  Average   Income/   Earned/
                      Balance  Expense/1/ Paid/1/  Balance  Expense/1/ Paid/1/
                      ________ __________ _______  ________ __________ _______
<S>                    <C>          <C>    <C>     <C>           <C>    <C>
LIABILITIES AND
 STOCKHOLDERS' EQUITY
NOW accounts          $ 54,465      $ 345   2.54%  $ 28,008     $  187   2.68%
Savings                 34,093        310   3.65     22,547        221   3.93
Money market            38,364        377   3.94     32,083        333   4.16
Deposits of
 $100,000 and over      26,919        369   5.50     13,140        179   5.46
Other time deposits    159,551      2,233   5.61    100,174      1,427   5.71
                      ________     ______          ________     ______
  Total time deposits  313,392      3,634   4.65    195,952      2,347   4.80
Securities sold under
 agreements to
 repurchase             28,829        405   5.62     17,277        234   5.43
Interest-bearing demand
 notes to U.S. Treasury  1,207         10   3.32      1,313         13   3.97
Federal Home Loan Bank
 advances and other
 short-term borrowings   5,899         90   6.12       --          --     --
Long-term debt          11,700        204   6.99       --          --     --
                      ________     ______          ________     ______
  Total interest-
   bearing
   liabilities         361,027      4,343   4.82    214,542      2,594   4.85
                                   ______                       ______
Demand deposits         45,223                       31,382
Other liabilities        4,298                        1,930
                      ________                     ________
  Total liabilities    410,548                      247,854
Stockholders' equity    44,140                       41,633 
                      ________                     ________
  Total liabilities
   and stockholders'
   equity             $454,688                     $289,487
                      ========                     ========
Net interest income                $ 3,811                      $ 2,896
                                   =======                      =======
Net interest margin/5/                      3.65%                        4.26%
__________                                  ====                         ====
/1/ Interest income and yields are presented on a fully taxable equivalent    
    basis using the Federal statutory income tax rate of 34%, net of           
    nondeductible interest expense.  Such adjustments were $134,000 in 1998    
    and $97,000 in 1997.
/2/ Non-accruing loans are included in the average amounts outstanding.
/3/ Includes banker's acceptances and commercial paper.
/4/ Average balances based on amortized cost.
/5/ Net interest income divided by average total interest earning assets.
</TABLE>
<TABLE>
<CAPTION>
(Dollars expressed in thousands)

                           Six Months Ended              Six Months Ended
                            June 30, 1998                 June 30, 1997    
                      ___________________________  ___________________________
                                Interest   Rate              Interest   Rate
                      Average   Income/   Earned/  Average   Income/   Earned/
                      Balance  Expense/1/ Paid/1/  Balance  Expense/1/ Paid/1/
                      ________ __________ _______  ________ __________ _______
 <S>                  <C>          <C>     <C>     <C>          <C>     <C>
ASSETS                                                                
Loans:/2/
 Commercial           $ 91,517     $4,030   8.88%  $ 43,361     $1,945   9.05%
 Real estate           141,480      6,068   8.65    102,560      4,448   8.75
 Consumer               43,776      1,926   8.87     34,528      1,571   9.18 
 Money market/3/          --         --      --       1,449         39   5.43
Investment
 securities:/4/
  U.S. Treasury and
   U.S. Government
   agencies             88,662      2,666   6.06     64,030      1,915   6.03
  State and municipal   27,488        977   7.16     17,037        657   7.78
  Other                  1,574         51   6.53      1,956         67   6.91
Federal funds sold      25,753        671   5.25      6,887        185   5.42
Interest-bearing
 deposits                  270         10   7.47         49          1   4.12
                      ________     ______          ________     ______
  Total interest
   earning assets      420,520     16,399   7.86    271,857     10,828   8.03
All other assets        40,736                       18,432
Allowance for loan
 losses                 (4,073)                      (2,331)
                      ________                     ________
  Total assets        $457,183                     $287,958
                      ========                     ========
</TABLE>
Continued on next page
<PAGE>
<TABLE>
<CAPTION>
                            Six Months Ended              Six Months Ended
                            June 30, 1998                 June 30, 1997       
                      ___________________________  ___________________________
                                Interest   Rate              Interest   Rate
                      Average   Income/   Earned/  Average   Income/   Earned/
                      Balance  Expense/1/ Paid/1/  Balance  Expense/1/ Paid/1/
                      ________ __________ _______  ________ __________ _______
<S>                   <C>          <C>     <C>     <C>          <C>     <C>
LIABILITIES AND
 STOCKHOLDERS' EQUITY
NOW accounts          $ 55,336      $ 701   2.55%  $ 28,371      $ 375   2.67%
Savings                 34,036        616   3.65     22,736        446   3.96
Money market            38,845        758   3.94     32,264        667   4.17
Deposits of
 $100,000 and over      27,564        754   5.52     13,600        368   5.46
Other time deposits    158,948      4,451   5.65     99,459      2,825   5.73
                      ________     ______          ________     ______
  Total time deposits  314,729      7,280   4.66    196,430      4,681   4.81
Securities sold under
 agreements to
 repurchase             30,292        847   5.63     16,486        424   5.19
Interest-bearing demand
 notes to U.S. Treasury    909         24   5.32      1,009         22   4.40
Federal Home Loan Bank
 advances and other
 short-term borrowings   5,595        170   6.13       --          --     --
Long-term debt          12,726        445   7.05       --          --     --
                      ________     ______          ________     ______
  Total interest-
   bearing
   liabilities         364,251      8,766   4.85    213,925      5,127   4.83
                                   ______                       ______
Demand deposits         44,756                       30,770
Other liabilities        4,276                        1,913
                      ________                     ________
  Total liabilities    413,283                      246,608
Stockholders' equity    43,900                       41,350 
                      ________                     ________
  Total liabilities
   and stockholders'
   equity             $457,183                     $287,958
                      ========                     ========
Net interest income                $ 7,633                      $ 5,701
                                   =======                      =======
Net interest margin/5/                      3.66%                        4.23%
__________                                  ====                         ====
/1/ Interest income and yields are presented on a fully taxable equivalent    
    basis using the Federal statutory income tax rate of 34%, net of           
    nondeductible interest expense.  Such adjustments were $285,000 in 1998    
    and $193,000 in 1997.
/2/ Non-accruing loans are included in the average amounts outstanding.
/3/ Includes banker's acceptances and commercial paper.
/4/ Average balances based on amortized cost.
/5/ Net interest income divided by average total interest earning assets. 
<PAGE>
     The following table presents, on a fully taxable equivalent basis, an
analysis of changes in net interest income resulting from changes in average
volumes of earning assets and interest bearing liabilities and average rates
earned and paid.  The change in interest due to the combined rate/volume
variance has been allocated to rate and volume changes in proportion to the
absolute dollar amounts of change in each.
</TABLE>
<TABLE>
<CAPTION>
(Dollars expressed in thousands)
                                         Three Months Ended June
                                         30, 1998 Compared to Three            
                                        Months Ended June 30, 1997
                                      _______________________________
                                                     Change due to
                                       Total     ____________________
                                       Change     Volume      Rate
                                      ________   ________   _________
 <S>                                  <C>         <C>          <C>
Interest income on a fully                                                     
     taxable equivalent basis:
Loans: /1/                                                                     
  Commercial                          $ 1,057      1,075        (18)
  Real estate /2/                         741        786        (45)
  Consumer                                167        190        (23)
  Money market                            (22)       (11)       (11)
Investment securities:
  U.S. Treasury and U.S.
    Government agencies                   320        330        (10)
  State and municipal /2/                 143        185        (42)
  Other                                    (2)        --         (2)
Federal funds sold                        257        263         (6)
Interest-bearing deposits                   3          3         --
                                      _______    _______   ________
    Total interest income               2,664      2,821       (157)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                          Three Months Ended June
                                         30, 1998 Compared to Three            
                                        Months Ended June 30, 1997
                                      _______________________________
                                                     Change due to
                                       Total     ____________________
                                       Change     Volume      Rate
                                      ________   ________   _________
<S>                                     <C>        <C>          <C>            
Interest expense:
NOW accounts                              158        168        (10)
Savings                                    89        106        (17)
Money market                               44         63        (19)
Deposits of
  $100,000 and over                       190        189          1
Other time deposits                       806        831        (25)
Securities sold under
  agreements to repurchase                171        163          8
Interest-bearing demand
  notes to U.S. Treasury                   (3)        (1)        (2)
Federal Home Loan Bank
 advances and other
 short-term borrowings                     90         90         --
Long-term debt                            204        204         --
                                      _______    _______   ________
    Total interest expense              1,749      1,813        (64)
                                      _______    _______   ________
Net interest income on a fully
  taxable equivalent basis            $   915      1,008        (93)
___________                           =======    =======   ========
/1/  Non-accruing loans are included in the average amounts outstanding.
/2/  Interest income and yields are presented on a fully taxable equivalent   
     basis using federal statutory income tax rate of 34%, net of
     nondeductible interest expense.  Such adjustments totaled $134,000 in
     1998 and $97,000 in 1997.
</TABLE>
<PAGE>                                                                       
                                                                            
<TABLE>
<CAPTION>
(Dollars expressed in thousands)
                                           Six Months Ended June
                                           30, 1998 Compared to Six            
                                         Months Ended June 30, 1997
                                      _______________________________
                                                     Change due to
                                       Total     ____________________
                                       Change     Volume      Rate
                                      ________   ________   _________
 <S>                                   <C>        <C>          <C>          
Interest income on a fully                                                     
     taxable equivalent basis:
Loans: /1/                                                                     
  Commercial                          $ 2,085      2,121        (36)
  Real estate /2/                       1,620      1,670        (50)
  Consumer                                355        409        (54)
  Money market                            (39)       (39)        -- 
Investment securities:
  U.S. Treasury and U.S.
    Government agencies                   751        741         10
  State and municipal /2/                 320        376        (56)
  Other                                   (16)       (12)        (4)
Federal funds sold                        486        492         (6)
Interest-bearing deposits                   9          8          1
                                      _______    _______   ________
    Total interest income               5,571      5,766       (195)

Interest expense:
NOW accounts                              326        342        (16)
Savings                                   170        207        (37)
Money market                               91        130        (39)
Deposits of
  $100,000 and over                       386        382          4
Other time deposits                     1,626      1,667        (41)
Securities sold under
  agreements to repurchase                423        384         39
Interest-bearing demand
  notes to U.S. Treasury                    2         (3)         5
Federal Home Loan Bank
 advances and other
 short-term borrowings                    170        170         --
Long-term debt                            445        445         --
                                      _______    _______   ________
    Total interest expense              3,639      3,724        (85)
                                      _______    _______   ________
Net interest income on a fully
  taxable equivalent basis            $ 1,932      2,042       (110)
___________                           =======    =======   ========
/1/  Non-accruing loans are included in the average amounts outstanding.
/2/  Interest income and yields are presented on a fully taxable equivalent   
     basis using the federal statutory income tax rate of 34%, net of
     nondeductible interest expense.  Such adjustments totaled $285,000 in
     1998 and $193,000 in 1997.
</TABLE>
<PAGE>                                                                        
                                                                             

 Provision and Allowance for Loan Losses

    The provision for loan losses is based on management's evaluation of the
loan portfolio in light of national and local economic conditions, changes in
the composition and volume of the loan portfolio, changes in the volume of
past due and nonaccrual loans, and other relevant factors.  The allowance for
loan losses which is reported as a deduction from loans, is available for loan
charge-offs.  The allowance is increased by the provision charged to expense
and is reduced by loan charge-offs, net of loan recoveries.

    Management formally reviews all loans in excess of certain dollar amounts
(periodically established) at least annually.  In addition, on a monthly
basis, management reviews past due, "classified", and "watch list" loans in
order to classify or reclassify loans as "loans requiring attention,"
"substandard," "doubtful," or "loss".  During that review, management also
determines what loans should be considered to be "impaired".  Management
believes, but there can be no assurance, that these procedures keep management
informed of possible problem loans.  Based upon these procedures, both the
allowance and provision for loan losses are adjusted to maintain the allowance
at a level considered adequate by management for estimated losses inherent in
the loan portfolio.  See additional discussion concerning nonperforming loans
under "Financial Condition."

    The allowance for loan losses was increased by net loan recoveries of
$21,855 for the first quarter of 1998 and reduced by net loan charge-offs of
$98,656 for the second quarter of 1998.  That compares to net charge-offs of
$85,933 for the first quarter of 1997 and $270,114 for the second quarter of
1997.  The allowance for loan losses was increased by a provision charged to
expense of $172,500 for the first quarter of 1998 and $172,500 for the second
quarter of 1998.  That compares to $125,000 for the first quarter of 1997 and
$175,000 for the second quarter of 1997.

    The balance of the allowance for loan losses was $4,182,582 at June 30,
1998 compared to $3,914,383 at December 31, 1997 and $2,251,021 at June 30,
1997.  The allowance for loan losses as a percent of outstanding loans was
1.50% at June 30, 1998 compared to 1.40% at December 31, 1997 and 1.20% at
June 30, 1997.


                       FINANCIAL CONDITION

    Total assets increased $6,287,169 or 1.4% to $456,979,363 at June 30, 1998
compared to $450,692,194 at December 31, 1997.  Total liabilities increased
$4,839,971 or 1.2% to $412,424,563 and stockholders' equity increased
$1,447,198 or 3.4% to $44,554,800.

    Loans, net of unearned income, decreased $531,975 or 0.2% to $278,167,924
at June 30, 1998 compared to $278,699,899 at December 31, 1997.  Commercial
loans increased $2,693,090 or 3.0%; real estate construction loans decreased
$16,261,000 or 47.9%; real estate mortgage loans increased $12,957,284 or
11.8%; and consumer loans increased $78,651 or 0.2%.

<PAGE>
    Nonperforming loans, defined as loans on nonaccrual status, loans 90 days
or more past due, and restructured loans totaled $1,011,000 or 0.36% of total
loans at June 30, 1998 compared to $1,117,000 or 0.40% of total loans at
December 31, 1997.  Detail of those balances plus repossessions is as follows:
<TABLE>
<CAPTION>
(Dollars expressed in thousands)
                                          June 30, 1998     December 31, 1997
                                        _________________   _________________
                                                     % of                % of
                                                    Gross               Gross
                                        Balance     Loans   Balance     Loans
                                        _______     _____   _______     _____
                 <S>                      <C>        <C>      <C>        <C>
           Loans on nonaccrual
                status -
                 Commercial              $   67      .02%    $  111      .04%
                 Real Estate:
                  Construction              258      .09        385      .14
                  Mortgage                  244      .09        274      .10
                 Consumer                    77      .03         57      .02
                                         ______     ____     ______     ____
                                            646      .23        827      .30
                                          ______     ____     ______     ____  
           Loans 90 days or more
                past due -
                 Commercial                 153      .05         48      .02 
                 Real Estate:
                  Construction               --       --         --       --
                  Mortgage                  100      .04        112      .04
                 Consumer                    19      .01         30      .01
                                         ______     ____     ______     ____
                                            272      .10        190      .07
                                         ______     ____     ______     ____
             
           Restructured loans                93      .03        100      .03
                                         ______     ____     ______     ____
              Total nonperforming loans   1,011      .36%     1,117      .40%
                                                    ====                ====
              Other real estate             145                 295
              Repossessions                 109                 101
                                         ______              ______
              Total nonperforming assets $1,265              $1,513
                                         ======              ======
</TABLE>
    The allowance for loan losses was 413.71% of nonperforming loans at June
30, 1998 compared to 350.40% of nonperforming loans at December 31, 1997.  The
increase in loans 90 days or more past due from December 31, 1997 to March 31,
1998 primarily reflects one credit which was paid in full in May, 1998.  In
addition, in April and May, 1998 properties aggregating approximately $399,000
of the $498,000 March 31, 1998 balance of other real estate were either sold
or placed under a contract to sell. 

    It is the Company's policy to discontinue the accrual of interest income
on loans when the full collection of interest or principal is in doubt, or 
when the payment of interest or principal has become contractually 90 days
past due unless the obligation is both well secured and in the process of
collection.  A loan remains on nonaccrual status until the loan is current as
to payment of both principal and interest and/or the borrower demonstrates the
ability to pay and remain current.  Interest on loans on nonaccrual status at
June 30, 1998 and 1997, which would have been recorded under the original
terms those loans, was approximately $30,000 and $28,000 for the six months
ended June 30, 1998 and 1997, respectively.  Approximately $3,000 and $8,000
was actually recorded as interest income on such loans for the six months
ended June 30, 1998 and 1997, respectively.

    A loan is considered "impaired" when it is probable a creditor will be
unable to collect all amounts due - both principal and interest - according to
the contractual terms of the loan agreement.  In addition to nonaccrual loans
at June 30, 1998 included in the table above, which were considered
"impaired", management has identified additional loans totaling approximately
$5,467,000 which are not included in the nonaccrual table above but are
considered by management to be "impaired".  Management believes that the loans
are well secured and all have performed according to their contractual terms
during the first six months of 1998.  The $5,467,000 of loans identified by
management as being "impaired" reflected various commercial, commercial real
estate, real estate, and consumer loans ranging in size from approximately
$2,000 to approximately $2,900,000.  The average balance of nonaccrual and
other "impaired" loans for the first six months of 1998 was approximately
$6,211,000.  At June 30, 1998 the allowance for loan losses on impaired loans
was $275,000 compared to $225,000 at December 31, 1997.

    As of June 30, 1998 and December 31, 1997 approximately $1,078,000 and
$2,928,000, respectively, of loans not included in the nonaccrual table above
or identified by management as being "impaired" were classified by management
as having more than normal risk.

    Investments in debt and equity securities classified as available-for-sale
decreased $9,463,925 or 12.1% to $68,959,360 at June 30, 1998 compared to
$78,423,285 at December 31, 1997.  Investments classified as
available-for-sale are carried at fair value.  At December 31, 1997 the market
valuation account for the available-for-sale investments of $191,820 increased
the amortized cost of those investments to their fair value on that date and
the net after tax increase resulting from the market valuation adjustment of
$120,847 was reflected as a separate positive component of stockholders'
equity.  During 1998, the market valuation account was increased $113,360 to
$305,180 to reflect the fair value of available-for-sale investments at June
30, 1998 and the net after tax decrease resulting from the change in the
market valuation adjustment of $71,416 increased the stockholders' equity
component to $192,263 at June 30, 1998.

    Investments in debt securities classified as held-to-maturity increased
$3,435,622 or 9.1% to $41,169,525 at June 30, 1998 compared to $37,733,903 at
December 31, 1997.  Investments classified as held-to-maturity are carried at
amortized cost.  At June 30, 1998 and December 31, 1997 the aggregate fair
value of Bancshares' held-to-maturity investment portfolio was approximately
$466,000 and $313,000, respectively, more than its aggregate carrying value.

    Cash and cash equivalents, which consist of cash and due from banks and
Federal funds sold, increased $11,922,616 or 34.7% to $46,274,666 at June 30,
1998 compared to $34,352,050 at December 31, 1997.  That increase primarily
reflected an increase of $5,997,237 from investment activities and an increase
of $6,456,615 in securities sold under agreement to repurchase.

    Premises and equipment increased $1,812,710 or 20.9% to $10,467,422 at
June 30, 1998 compared to $8,654,712 at December 31, 1997.  The increase
reflected expenditures for premises and equipment of $2,063,261 and
depreciation expense of $250,551.  The expenditures for premises and equipment
primarily reflected construction costs for renovating and expanding ENB's main
bank building located in downtown Jefferson City.  The renovation and
expansion project is expected to be completed in the first quarter of 1999 and
its cost is anticipated to be no more than $5,000,000.

    Total deposits decreased $1,741,543 or 0.5% to $358,645,252 at June 30,
1998 compared to $360,386,795 at December 31, 1997.  Demand deposits decreased
$2,830,357 due to normal fluctuations and time deposits increased $1,088,814.  

    Securities sold under agreements to repurchase increased $6,456,615 to
$27,950,202 at June 30, 1998 compared to $21,493,587 at December 31, 1997 due
primarily to funds obtained from the Jefferson City School district.

    The increase in stockholders' equity reflects net income of $2,094,292
less dividends declared of $718,510, and $71,416 in unrealized holding gains
on investments in debt and equity securities available-for-sale.

    No material changes in the Company's liquidity or capital resources have
occurred since December 31, 1997.

Costs of Year 2000 Compliance
   
   The Board of Directors of Bancshares has directed the management of ENB
and USB to consolidate their data processing operations.  ENB and USB each
presently maintains its own unique enterprise server and software from
different vendors.  During August 1998 a decision was made on which brand of
enterprise server and which software will be utilized for the consolidation. 
It is anticipated that all new equipment and software purchased for the
consolidation will be fully Year 2000 compliant.  ENB was anticipating that it
would spend approximately $500,000 in 1998 to upgrade its fully depreciated
enterprise server and teller systems and to replace and expand its network
servers as a part of its ongoing business expense.  Specific costs of Year
2000 compliance other than those related to the consolidation decision center
around customer education-related issues, non-compliant network operating
systems, electronic banking processes and testing software.  Bancshares
anticipates those Year 2000 costs to be approximately $70,000.



Item 3. Quantitative and Qualitative Disclosures About Market Risk.

    No response is provided to this item pursuant to Instruction 1. to
Paragraph 305  of Regulation S-K.
<PAGE>

                   PART II - OTHER INFORMATION

   
Item 4.       At the annual meeting of the shareholders of Exchange National
        Bancshares, Inc. held on June 10, 1998, the shareholders re-elected  
        three Class III Directors, namely, Donald L. Campbell, Kevin L. Riley,
        and David T. Turner to serve terms expiring at the annual meeting of
        shareholders in 2001, and ratified the Board of Directors selection of
        KPMG Peat Marwick LLP as the Company's independent auditors for the
        year ending December 31, 1998.  Class I Directors, namely, Charles G.
        Dudenhoeffer, Jr. and Philip D. Freeman, and Class II Directors,
        namely, David R. Goller and James R. Loyd continue to serve terms
        expiring at the annual meetings of shareholders in 1999 and 2000,
        respectively.
       
            The following is a summary of votes cast.  No broker non-votes
       were received.
                                                Withhold
                                                Authority/
                                      For        Against         Abstentions
                                   _________   ____________      ___________
       Election of Directors:
       
       Donald L. Campbell            564,114          1,880            N/A
       
       Kevin L. Riley                565,704            290            N/A
       
       David T. Turner               565,064            930            N/A

       Ratification of KPMG Peat
          Marwick LLP as
          independent auditors       565,914             --               80
       
       N/A = not applicable  

Item 6.  Exhibits and Reports on Form 8-K.

a)      Exhibits


Exhibit No.   Description

    3.1      Articles of Incorporation of the Company (filed as
             Exhibit 3(a) to the Company's Registration Statement on 
             Form S-4 (Registration No. 33-54166) and incorporated
             herein by reference).                                             

    3.2      Bylaws of the Company (filed as Exhibit 3.2 to the
             Company's Annual Report on Form 10-KSB for the fiscal   
             year ended December 31, 1997 (Commission file number    
             0-23636) and incorporated herein by reference).

<PAGE>
Exhibit No.   Description
      4      Specimen certificate representing shares of the
             Company's $1.00 par value common stock (filed as        
             Exhibit 4 to the Company's Registration Statement on    
             Form S-4 (Registration No. 33-54166) and incorporated   
             herein by reference).
          
             
             
     27      Financial Data Schedule
             
             
(b)      Reports on Form 8-K.

         No reports on Form 8-K have been filed during the second quarter of
         1998.


                            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.

                                          EXCHANGE NATIONAL BANCSHARES, INC.



        Date                            By /s/ Donald L. Campbell
                                           ___________________________________
                                           Donald L. Campbell, Chairman of the
                                           Board of Directors, President and
    August 11, 1998                        Principal Executive Officer


                                        By /s/ Richard G. Rose
                                           ___________________________________
                                           Richard G. Rose, Treasurer
    August 11, 1998                       



<PAGE>
                EXCHANGE NATIONAL BANCSHARES, INC.

                         INDEX TO EXHIBITS

                      June 30, 1998 Form 10-Q


Exhibit No.  Description                                              Page No.

    3.1      Articles of Incorporation of the Company (filed as
             Exhibit 3(a) to the Company's Registration Statement
             on Form S-4 (Registration No. 33-54166) and
             incorporated herein by reference).                          **
          
          
          

    3.2      Bylaws of the Company (filed as Exhibit 3.2 to the
             Company's Annual Report on Form 10-KSB for the       
             fiscal year ended December 31, 1997 (Commission file 
             number 0-23636) and incorporated herein
             by reference).                                              **
          
          
          
          
      4      Specimen certificate representing shares of the                
             Company's $1.00 par value common stock (filed as               
             Exhibit 4 to the Company's Registration Statement on           
             Form S-4 (Registration No. 33-54166) and                       
             incorporated herein by reference).                          ** 
 
             
             
     27      Financial Data Schedule                                     28
             
             
             
             
             





             **  Incorporated by reference.