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, 1999
                                                                              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, 1999, the registrant had 718,511 shares of common stock,
par value $1.00 per share, outstanding.

                        Page 1 of 31 pages
               Index to Exhibits located on page 30
<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,
                                                     1999              1998
                                                 ____________     ____________
  <S>                                            <C>              <C>
ASSETS
Loans:
  Commercial                                     $103,994,840       98,298,265
  Real estate -- construction                      22,870,000       19,414,000
  Real estate -- mortgage                         128,891,004      123,534,055
  Consumer                                         48,159,717       46,971,185
                                                 ____________     ____________
                                                  303,915,561      288,217,505
  Less allowance for loan losses                    4,678,726        4,412,921
                                                 ____________     ____________
      Loans, net                                  299,236,835      283,804,584
                                                 ____________     ____________
Investment in debt and equity securities:
  Available-for-sale, at fair value                75,339,147       70,316,733
  Held-to-maturity, at cost, fair value
    of $24,177,889 at June 30, 1999 and
    $31,390,916 at December 31, 1998               24,008,746       30,748,943
                                                 ____________     ____________
      Total investment in debt
        and equity securities                      99,347,893      101,065,676
                                                 ____________     ____________

Federal funds sold                                 30,725,000       26,400,000
Cash and due from banks                            15,434,746       19,803,744
Premises and equipment                             12,724,029       12,064,252
Accrued interest receivable                         4,127,693        3,794,092
Intangible assets                                  10,390,026       10,763,915
Other assets                                        1,306,665        1,007,111
                                                 ____________     ____________
                                                 $473,292,887      458,703,374
                                                 ============     ============
</TABLE>
Continued on next page
<PAGE>
<TABLE>
        EXCHANGE NATIONAL BANCSHARES, INC. AND SUBSIDIARIES
<CAPTION>
        CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)
                           (Unaudited)

                                                   June 30,      December 31,
                                                    1999             1998
                                                ____________     ____________
<S>                                             <C>              <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Demand deposits                                 $ 53,789,370       54,765,805
Time deposits                                    319,566,073      318,755,981
                                                ____________     ____________
      Total deposits                             373,355,443      373,521,786

Securities sold under agreements to repurchase    19,480,786       16,990,911
Interest-bearing demand notes to U.S. Treasury     2,507,250          675,941
Other borrowed money                              27,150,568       17,150,568
Accrued interest payable                           1,959,764        2,166,955
Other liabilities                                  2,078,246        2,084,031
                                                ____________     ____________
      Total liabilities                          426,532,057      412,590,192
                                                ____________     ____________
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
  Retained earnings                               45,112,001       43,730,026
  Accumulated other comprehensive income (loss)     (351,171)         383,156
                                                ____________     ____________
      Total stockholders' equity                  46,760,830       46,113,182
                                                ____________     ____________
                                                $473,292,887      458,703,374
                                                ============     ============
</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,
                            _______________________  _______________________
                                1999        1998         1999        1998
                            ___________ ___________  ___________ ___________
<S>                          <C>         <C>         <C>         <C>
Interest income             $ 7,834,002   8,020,159   15,486,738  16,113,915

Interest expense              3,929,721   4,341,799    7,799,444   8,765,327
                            ___________ ___________  ___________ ___________
Net interest income           3,904,281   3,678,360    7,687,294   7,348,588

Provision for loan losses       180,000     172,500      360,000     345,000
                            ___________ ___________  ___________ ___________
Net interest income after
  provision for loan losses   3,724,281   3,505,860    7,327,294   7,003,588

Noninterest income              730,280     588,999    1,453,055   1,290,838

Noninterest expense           2,915,987   2,660,065    5,575,687   5,148,034
                            ___________ ___________  ___________ ___________
Income before
  income taxes                1,538,574   1,434,794    3,204,662   3,146,392

Income taxes                    511,250     487,555    1,068,250   1,052,100
                            ___________ ___________  ___________ ___________
Net income                  $ 1,027,324     947,239    2,136,412   2,094,292
                            =========== ===========  =========== ===========

Basic and diluted
   earnings per share             $1.43        1.32         2.97        2.91
                                  =====       =====        =====       =====

Dividends per share:

   Declared                       $0.55        0.50         1.05        1.00
                                  =====       =====        =====       =====

   Paid                           $0.55        0.50         1.05        1.00
                                  =====       =====        =====       =====
</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,
                                                   __________________________
                                                       1999           1998
                                                   ___________    ___________
  <S>                                               <C>            <C>
Cash flows from operating activities:
  Net income                                       $ 2,136,412      2,094,292
  Adjustments to reconcile net income to net
   cash provided by operating activities:
    Provision for loan losses                          360,000        345,000
    Depreciation expense                               434,217        250,551
    Net amortization of debt securities
     premiums and discounts                            112,397        150,914
    Amortization of intangible assets                  373,889        399,650
    Decrease (increase) in
     accrued interest receivable                      (333,601)       187,466
    Decrease (increase) in other assets                131,718       (132,975)
    Decrease in accrued interest payable              (207,191)       (73,885)
    Increase (decrease)in other liabilities             (5,785)       200,949
    Net securities gains                                   --          (6,491)
    Other, net                                         (87,729)       (14,962)
  Origination of mortgage loans for sale           (19,999,071)   (32,206,903)
  Proceeds from the sale of mortgage loans
   held for sale                                    19,999,071     32,206,903
                                                   ___________    ___________
     Net cash provided by operating activities       2,914,327      3,400,509
                                                   ___________    ___________
Cash flows from investing activities:
  Net increase in loans                            (16,039,826)      (277,399)
  Purchases of available-for-sale debt securities  (25,968,941)   (13,779,240)
  Purchases of held-to-maturity debt securities            --     (30,065,529)
  Proceeds from maturities of debt securities:
   Available-for-sale                               13,602,290     14,816,759
   Held-to-maturity                                  2,514,438     25,011,142
  Proceeds from calls of debt securities:
   Available-for-sale                                6,125,000      8,455,029
   Held-to-maturity                                  4,167,000      1,559,076
  Purchases of premises and equipment               (1,136,947)    (2,063,261)
  Proceed from disposition of
   premises and equipment                               42,953            --
  Proceeds from sales of other real estate
   owned and repossessions                             335,304        913,077
                                                   ___________    ___________
     Net cash provided by (used in)
       investing activities                        (16,358,729)     4,569,654
                                                   ___________    ___________
</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,
                                                   __________________________
                                                       1999           1998
                                                   ___________    ___________
  <S>                                              <C>            <C>
Cash flows from financing activities:
  Net decrease in demand deposits                     (976,435)    (2,830,357)
  Net increase (decrease) in interest-bearing
   transaction accounts                              3,793,144)      (770,670)
  Net increase (decrease) in time deposits          (2,983,052)     1,859,484
  Net increase in securities sold
   under agreements to repurchase                    2,489,875      6,456,615
  Net increase (decrease) in interest-bearing
   demand notes to U.S. Treasury                     1,831,309        (41,109)
  Proceeds from Federal Home Loan Bank borrowings   10,000,000      2,800,000
  Repayment of other borrowed money                        --      (2,803,000)
  Cash dividends paid                                 (754,437)      (718,510)
                                                   ___________    ___________
     Net cash provided by
       financing activities                         13,400,404      3,952,453
                                                    ___________    ___________

     Net increase (decrease) in cash and
       cash equivalents                                (43,998)    11,922,616
Cash and cash equivalents, beginning of period      46,203,744     34,352,050
                                                   ___________    ___________
Cash and cash equivalents, end of period           $46,159,746     46,274,666
                                                   ===========    ===========

Supplemental schedule of cash flow information-
  Cash paid during period for:
   Interest                                        $ 8,006,635      8,839,212
   Income taxes                                      1,314,438      1,200,483

Supplemental schedule of noncash investing activities-
  Other real estate and repossessions
   acquired in settlement of loans                     287,735        770,590
</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, 1999 and 1998

    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).

   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, 1999 and 1998.  Due to the fact Bancshares has no
dilutive instruments, basic earnings per share and dilutive earnings per share
are equal.

    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, 1999 and 1998, unrealized holding gains and losses on
investment in debt and equity securities available-for-sale were Bancshares'
only other comprehensive income component.  Comprehensive income for the three
and six month periods ended June 30, 1999 and 1998 is summarized as follows:
<TABLE>
<CAPTION>
                                Three Months Ended       Six Months Ended
                                     June 30,                June 30,
                               ______________________ ________________________
                                 1999        1998        1999        1998
                               __________  __________  ___________ ___________
<S>                            <C>           <C>        <C>         <C>
Net income                    $ 1,027,324     947,239    2,136,412   2,094,292
Other comprehensive
 income (loss):
   Net unrealized holding
     gains (losses) on
     investments in debt
     and equity securities
     available-for-sale         (534,653)      2,356     (734,327)     75,505
   Adjustment for net
     securities gains
     realized in net
     income, net of
     applicable income taxes         --         --            --       (4,089)

                                (534,653)      2,356     (734,327)     71,416
                              ___________  __________  ___________  __________
Comprehensive income         $   492,671     949,595    1,402,085   2,165,708
                             ===========  ==========  ===========  ==========
</TABLE>
<PAGE>
    In June 1999, the Financial Accounting Standards Board (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.  In June,
1999, the FASB issued Statement of Financial Accounting Standards No. 137,
Accounting for Derivative Instruments and Hedging Activities - Deferral of the
Effective Date of FASB Statement No. 133, an Amendment of FASB Statement No.
133, which defers the effective date of SFAS 133 from fiscal years beginning
after June 15, 1999 to fiscal years beginning after June 15, 2000.  Earlier
application of SFAS 133, as amended, 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, as amended.

   In October 1998, the FASB issued Statement of Financial Accounting
Standard No. 134, Accounting for Mortgage-Backed Securities Retained after the
Securitization of Mortgage Loans Held for Sale by a Mortgage Banking
Enterprise (SFAS 134) which conforms the subsequent accounting for securities
retained after the securitization of mortgage loans by a mortgage banking
enterprise with the subsequent accounting for securities retained after the
securitization of other types of assets by a nonmortgage banking enterprise.
SFAS 134 is effective for the first fiscal quarter beginning after December
15, 1998.  Since the Company does not securitize any mortgage loans, SFAS 134
had no impact on the Company's consolidated financial position and results of
operations.

    Through the respective branch network, ENB and USB provide similar
products and services in two defined geographic areas.  The products and
services offered include a broad range of commercial and personal banking
services, including certificates of deposit, individual retirement and other
time deposit accounts, checking and other demand deposit accounts, interest
checking accounts, savings accounts, and money market accounts.  Loans include
real estate, commercial, installment, and other consumer loans.  Other
financial services include automatic teller machines, trust services, credit
related insurance, and safe deposit boxes.  The revenues generated by each
business segment consist primarily of interest income, generated from the loan
and debt and equity security portfolios, and service charges and fees,
generated from the deposit products and services.  The geographic areas are
defined to be communities surrounding Jefferson City and Clinton, Missouri.
The products and services are offered to customers primarily within their
respective geographical areas.  The business segment results which follow are
consistent with the Company's internal reporting system which is consistent,
in all material respects, with generally accepted accounting principles and
practices prevalent in the banking industry.
<PAGE>
<TABLE>
<CAPTION>
                                            June 30, 1999
                               The Exchange      Union
                                 National      State Bank
                                  Bank of       and Trust     Corporate
                               Jefferson City   of Clinton    and other     Total
  <S>                           <C>            <C>            <C>        <C>
Balance sheet information:
  Loans, net of allowance
    for loan losses             $220,356,695    78,880,140        --      299,236,835
  Debt and equity securities      63,313,672    36,034,221        --       99,347,893
  Total assets                   321,470,476   151,654,834      167,577   473,292,887
  Deposits                       252,828,425   123,087,303   (2,560,285)  373,355,443
  Stockholders' equity            34,570,902    21,753,495   (9,563,567)   46,760,830
                                 ===========   ===========   ==========   ===========
</TABLE>
<TABLE>
<CAPTION>
                                        December 31, 1998
                                The Exchange     Union
                                  National     State Bank
                                   Bank of      and Trust     Corporate
                               Jefferson City  of Clinton    and other     Total
  <S>                           <C>            <C>           <C>          <C>
Balance sheet information:
  Loans, net of allowance
    for loan losses             $201,929,359    81,875,225        --      283,804,584
  Debt and equity securities      64,721,489    36,344,187        --      101,065,676
  Total assets                   304,838,954   153,830,907       33,513   458,703,374
  Deposits                       250,661,815   124,471,279   (1,611,308)  373,521,786
  Stockholders' equity            34,473,970    22,058,347  (10,419,135)   46,113,182
                                 ===========   ===========   ==========   ===========
</TABLE>
<TABLE>
<CAPTION>
                                        Three Months Ended
                                           June 30, 1999
                                 The Exchange     Union
                                   National     State Bank
                                    Bank of      and Trust     Corporate
                                Jefferson City   of Clinton    and other     Total
  <S>                              <C>          <C>           <C>           <C>
Statement of income information:
  Total interest income           $5,493,257     2,340,745        --        7,834,002
  Total interest expense           2,547,929     1,177,593      204,199     3,929,721
  Net interest income              2,945,328     1,163,152     (204,199)    3,904,281
  Provision for loan losses          150,000        30,000        --          180,000
  Noninterest income                 597,163       133,117        --          730,280
  Noninterest expense              2,021,656       833,908       60,423     2,915,987
  Income taxes                       437,400       163,400      (89,550)      511,250
  Net income (loss)               $  933,435       268,961     (175,072)    1,027,324
                                   =========     =========     =========    =========
</TABLE>
<TABLE>
<CAPTION>
                                            Three Months Ended
                                               June 30, 1998
                                The Exchange     Union
                                  National     State Bank
                                   Bank of      and Trust     Corporate
                               Jefferson City   of Clinton    and other     Total
  <S>                             <C>            <C>           <C>          <C>
Statement of income information:
  Total interest income           $5,605,606     2,414,553        --        8,020,159
  Total interest expense           2,847,024     1,290,576      204,199     4,341,799
  Net interest income              2,758,582     1,123,977     (204,199)    3,678,360
  Provision for loan losses          150,000        22,500        --          172,500
  Noninterest income                 460,552       128,447        --          588,999
  Noninterest expense              1,767,018       783,586      109,461     2,660,065
  Income taxes                       415,000       178,555     (106,000)      487,555
  Net income (loss)               $  887,116       267,783     (207,660)      947,239
                                   =========     =========     =========    =========
</TABLE>
<TABLE>
<CAPTION>
                                     Six Months Ended
                                       June 30, 1999
                                The Exchange     Union
                                  National     State Bank
                                   Bank of      and Trust     Corporate
                               Jefferson City   of Clinton    and other     Total
  <S>                            <C>            <C>            <C>        <C>
Statement of income information:
  Total interest income          $10,769,693     4,717,045        --       15,486,738
  Total interest expense           5,006,982     2,386,308      406,154     7,799,444
  Net interest income              5,762,711     2,330,737     (406,154)    7,687,294
  Provision for loan losses          300,000        60,000        --          360,000
  Noninterest income               1,182,566       270,489        --        1,453,055
  Noninterest expense              3,819,439     1,645,458      110,790     5,575,687
  Income taxes                       902,550       340,650     (174,950)    1,068,250
  Net income (loss)               $1,923,288       555,118     (341,994)    2,136,412
                                   =========     =========     =========    =========
</TABLE>
<TABLE>
<CAPTION>
                                      Six Months Ended
                                        June 30, 1998
                                The Exchange     Union
                                  National     State Bank
                                   Bank of      and Trust     Corporate
                               Jefferson City   of Clinton    and other     Total
  <S>                            <C>            <C>            <C>         <C>
Statement of income information:
  Total interest income          $11,291,374     4,822,541        --       16,113,915
  Total interest expense           5,767,365     2,553,144      444,818     8,765,327
  Net interest income              5,524,009     2,269,397     (444,818)    7,348,588
  Provision for loan losses          300,000        45,000        --          345,000
  Noninterest income               1,033,660       257,178        --        1,290,838
  Noninterest expense              3,441,156     1,540,411      166,467     5,148,034
  Income taxes                       903,000       344,100     (195,000)    1,052,100
  Net income (loss)               $1,913,513       597,064     (416,285)    2,094,292
                                   =========     =========     =========    =========
</TABLE>

   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 1998 condensed
consolidated financial statements have been reclassified to conform with the
1999 presentation.  Such reclassifications have no effect on previously
reported net income.  Operating results for the period ended June 30, 1999 are
not necessarily indicative of the results that may be expected for the year
ending December 31, 1999.

    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 1998 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, 1998 as
Exhibit 13.

<PAGE>
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 MAY CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE
CONTEMPLATED BY THE FORWARD LOOKING STATEMENTS HEREIN INCLUDE MARKET
CONDITIONS AS WELL AS CONDITIONS SPECIFICALLY AFFECTING THE BANKING INDUSTRY
GENERALLY AND FACTORS HAVING A SPECIFIC IMPACT ON BANCSHARES INCLUDING, BUT
NOT LIMITED TO, FLUCTUATIONS IN INTEREST RATES AND IN THE ECONOMY; THE IMPACT
OF LAWS AND REGULATIONS APPLICABLE TO BANCSHARES AND CHANGES THEREIN;
COMPETITIVE CONDITIONS IN THE MARKETS IN WHICH BANCSHARES CONDUCTS ITS
OPERATIONS, INCLUDING COMPETITION FROM BANKING AND NON-BANKING COMPANIES WITH
SUBSTANTIALLY GREATER RESOURCES THAN BANCSHARES, SOME OF WHICH MAY OFFER AND
DEVELOP PRODUCTS AND SERVICES NOT OFFERED BY BANCSHARES; AND THE ABILITY OF
BANCSHARES TO RESPOND TO CHANGES IN TECHNOLOGY, INCLUDING EFFECTS OF THE YEAR
2000 PROBLEM.  ADDITIONAL FACTORS THAT COULD CAUSE OR CONTRIBUTE TO SUCH
DIFFERENCES WERE 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, 1998, 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, 1999 of $1,027,000
increased $80,000 when compared to the second quarter of 1998.  Earnings per
common share for the second quarter of 1999 of $1.43 increased 11 cents or
8.3% when compared to the second quarter of 1998.  Net income for the six
months ended June 30, 1999 of $2,136,000 increased $42,000 when compared to
the first six months of 1998.

   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,
                                              _______________  _______________
                                               1999    1998     1999    1998
                                              _______ _______  _______ _______
    <S>                                        <C>     <C>     <C>     <C>
    Interest income                           $ 7,834   8,020   15,486  16,114
    Fully taxable equivalent (FTE) adjustment     136     134      280     285
                                              _______ _______  _______ _______
    Interest income (FTE basis)                 7,970   8,154   15,766  16,399
    Interest expense                            3,930   4,343    7,799   8,766
                                              _______ _______  _______ _______
    Net interest income (FTE basis)             4,040   3,811    7,967   7,633
    Provision for loan losses                     180     172      360     345
                                              _______ _______  _______ _______
    Net interest income after provision
       for loan losses (FTE basis)              3,860   3,639    7,607   7,288
    Noninterest income                            730     589    1,453   1,291
    Noninterest expense                         2,916   2,660    5,576   5,148
                                              _______ _______  _______ _______
    Earnings before income taxes
       (FTE basis)                              1,674   1,568    3,484   3,431
                                              _______ _______  _______ _______
    Income taxes                                  511     487    1,068   1,052
    FTE adjustment                                136     134      280     285
                                              _______ _______  _______ _______
    Income taxes (FTE basis)                      647     621    1,348   1,337
                                              _______ _______  _______ _______
    Net income                                $ 1,027     947    2,136   2,094
                                               ====== =======  ======= =======
</TABLE>
<PAGE>
THREE MONTHS ENDED JUNE 30, 1999 COMPARED TO THREE MONTHS
   ENDED JUNE 30, 1998

     Net interest income on a fully taxable equivalent basis increased
$229,000 or 6.0% to $4,040,000 or 3.83% of average earning assets for the
second quarter of 1999 compared to $3,811,000 or 3.65% of average earning
assets for the same period of 1998.  The provision for loan losses for the
three months ended June 30, 1999 was $180,000 compared to $172,000 for the
same period of 1998.

   Noninterest income and noninterest expense for the three month periods
ended June 30, 1999 and 1998 were as follows:
<TABLE>
<CAPTION>
(Dollars expressed in thousands)
                                          Three Months
                                             Ended
                                            June 30,       Increase (decrease)
                                        ________________   __________________
                                         1999     1998      Amount      %
                                        _______  _______   ________  ________
   <S>                                    <C>       <C>        <C>     <C>
Noninterest Income
   Service charges on deposit accounts  $   290      262         28     10.7 %
   Trust department income                   93       85          8      9.4
   Mortgage loan servicing fees             117       97         20     20.6
   Gain on sales of mortgage loans          124       70         54     77.1
   Credit card fees                          36       24         12     50.0
   Other                                     70       51         19     37.3
                                        _______  _______    _______
                                        $   730      589        141     23.9 %
                                        =======  =======    =======
Noninterest Expense
   Salaries and employee benefits       $ 1,475    1,352        123      9.1 %
   Occupancy expense, net                   173      125         48     38.4
   Furniture and equipment expense          339      187        152     81.3
   FDIC insurance assessment                 17       18         (1)    (5.6)
   Advertising and promotion                 98      114        (16)   (14.0)
   Postage, printing, and supplies          148      137         11      8.0
   Legal, examination, and
      professional fees                      65      137        (72)   (52.6)
   Credit card expenses                      25       16          9     56.3
   Credit investigation and loan
      collection expenses                    69       46         23     50.0
   Amortization of intangible assets        187      191         (4)    (2.1)
   Other                                    320      337        (17)    (5.0)
                                        _______  _______    _______
                                        $ 2,916    2,660        256      9.6 %
                                        =======  =======    =======
</TABLE>
    Noninterest income increased $141,000 or 23.9% to $730,000 for the second
quarter of 1999 compared to $589,000 for the same period of 1998.  The $28,000
or 10.7% increase in service charges on deposit accounts is due to improved
collections of charges as opposed to increases in product pricing.  The
$20,000 or 20.6% increase in mortgage loan servicing fees is due to a larger
portfolio of serviced loans during the second quarter of 1999 compared to
1998.  The Company was servicing approximately $114,155,000 of mortgage loans
at June 30, 1999 compared to $97,288,000 at June 30, 1998.  The $54,000 or
77.1% increase in gains on sales of mortgage loans is due to higher margins on
the sale of mortgage loans during the second quarter of 1999 compared to 1998.
The Company sold $8,956,000 of loans during the second quarter of 1999
compared to $12,878,000 during the same period in 1998.  The $19,000 or 37.3%
increase in other noninterest income includes $16,000 of commissions earned on
sales of investment products through a relationship with a third party
investment company.  This relationship was established in the latter part of
1998.

    Noninterest expense increased $256,000 or 9.6% to $2,916,000 for the
second quarter of 1999 compared to $2,660,000 for the second quarter of 1998.
Salaries and benefits increased $123,000 or 9.1%.  Of this increase, $97,000
represents increased salary expense as a result of normal salary increase plus
additional employees and $18,000 represents higher insurance benefits expense.
The $48,000 or 38.4% increase in occupancy expense and the $152,000 or 81.3%
increase in furniture and equipment expense are primarily related to a
renovation project at ENB's main banking facility which was completed during
March 1999.  The $72,000 or 52.6% decrease in legal, examination, and
professional fees reflects payments made in 1998 to various consultants
related to a strategic planning session.

    Income taxes as a percentage of earnings before income taxes as reported
in the condensed consolidated financial statements was 33.2% for the second
quarter of 1999 compared to 34.0% for the second quarter of 1998.  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 38.7% for the second quarter of 1999 and
39.6% for the second quarter of 1998.



SIX MONTHS ENDED JUNE 30, 1999 COMPARED TO SIX MONTHS
   ENDED JUNE 30, 1998

     Net interest income on a fully taxable equivalent basis increased
$334,000 or 4.4% to $7,967,000 or 3.85% of average earning assets for the
first six months of 1999 compared to $7,633,000 or 3.66% of average earning
assets for the same period of 1998.  The provision for loan losses for the six
months ended June 30, 1999 was $360,000 compared to $345,000 for the same
period of 1998.

<PAGE>
   Noninterest income and noninterest expense for the six month periods ended
June 30, 1999 and 1998 were as follows:
<TABLE>
<CAPTION>
(Dollars expressed in thousands)
                                           Six Months
                                             Ended
                                            June 30,       Increase (decrease)
                                        ________________   __________________
                                         1999     1998      Amount      %
                                        _______  _______   ________  ________
   <S>                                    <C>       <C>       <C>     <C>
Noninterest Income
   Service charges on deposit accounts  $   550      495         55     11.1 %
   Trust department income                  181      272        (91)   (33.5)
   Mortgage loan servicing fees             230      192         38     19.8
   Gain on sales of mortgage loans          276      157        119     75.8
   Net gain on sales and calls
    of debt securities                       --        6         (6)     --
   Credit card fees                          65       59          6     10.2
   Other                                    151      110         41     37.3
                                        _______  _______    _______
                                        $ 1,453    1,291        162     12.5 %
                                        =======  =======    =======
Noninterest Expense
   Salaries and employee benefits       $ 2,949    2,694        255      9.5 %
   Occupancy expense, net                   329      242         87     36.0
   Furniture and equipment expense          599      391        208     53.2
   FDIC insurance assessment                 34       35         (1)    (2.9)
   Advertising and promotion                148      172        (24)   (14.0)
   Postage, printing, and supplies          267      283        (16)    (5.7)
   Legal, examination, and
      professional fees                     122      205        (83)   (40.5)
   Credit card expenses                      44       39          5     12.8
   Credit investigation and loan
      collection expenses                   106       88         18     20.5
   Amortization of intangible assets        374      400        (26)    (6.5)
   Other                                    604      599          5      0.8
                                        _______  _______    _______
                                        $ 5,576    5,148        428      8.3 %
                                        =======  =======    =======
</TABLE>
     Noninterest income increased $162,000 or 12.5% to $1,453,000 for the
first six months of 1999 compared to $1,291,000 for the same period of 1998.
The $55,000 or 11.1% increase in service charges on deposit accounts is due to
improved collections of charges as opposed to increases in product pricing.
The $91,000 or 33.5% decrease in trust department income is the result of the
receipt of an unusually large estate distribution fee at ENB in 1998.  The
$38,000 or 19.8% increase in mortgage loan servicing fees is due to the larger
portfolio of loans being serviced by the Company in 1999 compared to 1998.
The $119,000 or 75.8% increase in gain on sales or mortgage loans is due to
higher margins on the sale of mortgage loans in the first six months of 1999
compared to 1998.  The Company sold $19,999,000 of loans during the first six
months of 1999 compared to $32,207,000 during the same period in 1998.  The
$41,000 or 37.3% increase in other noninterest income includes $30,000 of
commissions earned on sales of investment products through a relationship with
a third party investment company.  This relationship was established during
the latter part of 1998.

    Noninterest expense increased $428,000 or 8.3% to $5,576,000 for the first
six months of 1999 compared to $5,148,000 for the first six months of 1998.
Salaries and benefits increased $255,000 or 9.5%.  Of this increase, $222,000
represents increased salary expense as a result of normal salary increase plus
additional employees and $31,000 represents higher insurance benefits expense.
The $87,000 or 36.0% increase in occupancy expense and the $208,000 or 53.2%
increase in furniture and equipment expense are primarily related to a
renovation project at ENB's main banking facility which was completed during
March 1999.  The $83,000 or 40.5% decrease in legal, examination, and
professional fees reflects payments made in 1998 to various consultants
related to a strategic planning session.

    Income taxes as a percentage of earnings before income taxes as reported
in the condensed consolidated financial statements was 33.3% for the first six
months of 1999 compared to 33.4% for the first six months of 1998.  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 38.7% for the first six months of 1999 and
39.0% for the first six months of 1998.

NET INTEREST INCOME

   Fully taxable equivalent net interest income increase $229,000 or 6.0%
and $334,000 or 4.4% respectively for the three month and six month periods
ended June 30, 1999 compared to the corresponding periods in 1998.  The
increase in net interest income for the three month period ended June 30, 1999
was the result of a combination of increased earning assets as well as
increased net interest margin.  Although interest earning assets declined for
the six month period ended June 30, 1999 compared to the same period of 1998,
an increase in the net interest margin resulted in higher net interest income
for that period.

    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, 1999 and 1998.

<PAGE>
<TABLE>
<CAPTION>
(Dollars expressed in thousands)

                         Three Months Ended            Three Months Ended
                            June 30, 1999                 June 30, 1998
                      ___________________________  ___________________________
                                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           $103,972     $2,177   8.40%  $ 93,120     $2,071   8.92%
 Real estate           147,638      2,994   8.13    140,943      3,017   8.59
 Consumer               47,522      1,017   8.58     43,420        962   8.89
Investment
 securities:/3/
  U.S. Treasury and
   U.S. Government
   agencies             73,107      1,041   5.71     85,667      1,272   5.96
  State and municipal   25,842        458   7.11     27,673        474   6.87
  Other                  1,450         21   5.81      1,611         25   6.22
Federal funds sold      23,580        260   4.42     25,748        330   5.14
Interest-bearing
 deposits                  230          2   3.49        236          3   5.10
                      ________     ______          ________     ______
  Total interest
   earning assets      423,341      7,970   7.55    418,418      8,154   7.82
All other assets        43,176                       40,400
Allowance for loan
 losses                 (4,607)                      (4,130)
                      ________                     ________
  Total assets        $461,910                     $454,688
                      ========                     ========
</TABLE>
Continued on next page
<PAGE>
<TABLE>
<CAPTION>
                          Three Months Ended            Three Months Ended
                            June 30, 1999                 June 30, 1998
                      ___________________________  ___________________________
                                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          $ 54,440      $ 303   2.23%  $ 54,465     $  345   2.54%
Savings                 35,814        263   2.95     34,093        310   3.65
Money market            43,520        408   3.76     38,364        377   3.94
Deposits of
 $100,000 and over      25,576        318   4.99     26,919        369   5.50
Other time deposits    160,308      2,041   5.11    159,551      2,233   5.61
                      ________     ______          ________     ______
  Total time deposits  319,658      3,333   4.18    313,392      3,634   4.65
Securities sold under
 agreements to
 repurchase             19,672        250   5.10     28,829        405   5.63
Interest-bearing demand
 notes to U.S. Treasury  1,148          9   3.14      1,207         10   3.32
Other borrowed money    20,997        338   6.46     17,599        294   6.70
                      ________     ______          ________     ______
  Total interest-
   bearing
   liabilities         361,475      3,930   4.36    361,027      4,343   4.82
                                   ______                       ______
Demand deposits         49,934                       45,223
Other liabilities        3,723                        4,298
                      ________                     ________
  Total liabilities    415,132                      410,548
Stockholders' equity    46,778                       44,140
                      ________                     ________
  Total liabilities
   and stockholders'
   equity             $461,910                     $454,688
                      ========                     ========
Net interest income                $ 4,040                      $ 3,811
                                   =======                      =======
Net interest margin/4/                      3.83%                        3.65%
__________                                  ====                         ====
/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 $136,000 in 1999
    and $134,000 in 1998.
/2/ Non-accruing loans are included in the average amounts outstanding.
/3/ Average balances based on amortized cost.
/4/ Net interest income divided by average total interest earning assets.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                           Six Months Ended              Six Months Ended
                            June 30, 1999                 June 30, 1998
                      ___________________________  ___________________________
                                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           $100,743     $4,232   8.47%  $ 91,517     $4,030   8.88%
 Real estate           144,122      5,863   8.20    141,480      6,068   8.65
 Consumer               47,012      2,025   8.69     43,776      1,926   8.87
Investment
 securities:/3/
  U.S. Treasury and
   U.S. Government
   agencies             71,973      2,076   5.82     88,662      2,666   6.06
  State and municipal   26,400        937   7.16     27,488        977   7.17
  Other                  1,436         44   6.18      1,574         51   6.53
Federal funds sold      25,121        584   4.69     25,753        671   5.25
Interest-bearing
 deposits                  230          5   4.38        270         10   7.47
                      ________     ______          ________     ______
  Total interest
   earning assets      417,037     15,766   7.62    420,520     16,399   7.86
All other assets        42,831                       40,736
Allowance for loan
 losses                 (4,549)                      (4,073)
                      ________                     ________
  Total assets        $455,319                     $457,183
                      ========                     ========
</TABLE>
Continued on next page
<PAGE>
<TABLE>
<CAPTION>
                            Six Months Ended              Six Months Ended
                            June 30, 1999                 June 30, 1998
                      ___________________________  ___________________________
                                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          $ 54,379      $ 607   2.25%  $ 55,336      $ 701   2.55%
Savings                 35,760        518   2.92     34,036        616   3.65
Money market            41,950        784   3.77     38,845        758   3.94
Deposits of
 $100,000 and over      25,931        660   5.13     27,564        754   5.52
Other time deposits    160,630      4,139   5.20    158,948      4,451   5.65
                      ________     ______          ________     ______
  Total time deposits  318,650      6,708   4.25    314,729      7,280   4.66
Securities sold under
 agreements to
 repurchase             17,859        453   5.12     30,292        847   5.64
Interest-bearing demand
 notes to U.S. Treasury    800         15   3.78        909         24   5.32
Other borrowed money    19,084        623   6.58     18,321        615   6.77
                      ________     ______          ________     ______
  Total interest-
   bearing
   liabilities         356,393      7,799   4.41    364,251      8,766   4.85
                                   ______                       ______
Demand deposits         48,460                       44,756
Other liabilities        3,800                        4,276
                      ________                     ________
  Total liabilities    408,653                      413,283
Stockholders' equity    46,666                       43,900
                      ________                     ________
  Total liabilities
   and stockholders'
   equity             $455,319                     $457,183
                      ========                     ========
Net interest income                $ 7,967                      $ 7,633
                                   =======                      =======
Net interest margin/4/                      3.85%                        3.66%
__________                                  ====                         ====
/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 $280,000 in 1999
    and $285,000 in 1998.
/2/ Non-accruing loans are included in the average amounts outstanding.
/3/ Average balances based on amortized cost.
/4/ Net interest income divided by average total interest earning assets.
</TABLE>
<PAGE>
   The following tables present, 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>
<CAPTION>
(Dollars expressed in thousands)
                                         Three Months Ended June
                                         30, 1999 Compared to Three
                                        Months Ended June 30, 1998
                                      _______________________________
                                                     Change due to
                                       Total     ____________________
                                       Change     Volume      Rate
                                      ________   ________   _________
  <S>                                    <C>        <C>       <C>
Interest income on a fully
     taxable equivalent basis:
Loans: /1/
  Commercial                          $   106        232       (126)
  Real estate /2/                         (23)       139       (162)
  Consumer                                 55         89        (34)
 Investment securities:
  U.S. Treasury and U.S.
    Government agencies                  (231)      (181)       (50)
  State and municipal /2/                 (16)       (32)        16
  Other                                    (4)        (2)        (2)
Federal funds sold                        (70)       (26)       (44)
Interest-bearing deposits                  (1)        --         (1)
                                      _______    _______   ________
    Total interest income                (184)       219       (403)

Interest expense:
NOW accounts                              (42)        --        (42)
Savings                                   (47)        15        (62)
Money market                               31         49        (18)
Deposits of
  $100,000 and over                       (51)       (17)       (34)
Other time deposits                      (192)        11       (203)
Securities sold under
  agreements to repurchase               (155)      (119)       (36)
Interest-bearing demand
  notes to U.S. Treasury                   (1)        --         (1)
Other borrowed money                       44         55        (11)
                                      _______    _______   ________
    Total interest expense               (413)        (6)      (407)
                                      _______    _______   ________
Net interest income on a fully
  taxable equivalent basis            $   229        225          4
___________                           =======    =======   ========
/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 $136,000 in
     1999 and $134,000 in 1998.
</TABLE>
<TABLE>
<CAPTION>
(Dollars expressed in thousands)
                                           Six Months Ended June
                                           30, 1999 Compared to Six
                                         Months Ended June 30, 1998
                                      _______________________________
                                                     Change due to
                                       Total     ____________________
                                       Change     Volume      Rate
                                      ________   ________   _________
  <S>                                   <C>         <C>       <C>
Interest income on a fully
     taxable equivalent basis:
Loans: /1/
  Commercial                          $   202        394       (192)
  Real estate /2/                        (205)       111       (316)
  Consumer                                 99        140        (41)
Investment securities:
  U.S. Treasury and U.S.
    Government agencies                  (590)      (485)      (105)
  State and municipal /2/                 (40)       (39)        (1)
  Other                                    (7)        (4)        (3)
Federal funds sold                        (87)       (16)       (71)
Interest-bearing deposits                  (5)        (2)        (3)
                                      _______    _______   ________
    Total interest income                (633)        99       (732)

Interest expense:
NOW accounts                              (94)       (12)       (82)
Savings                                   (98)        30       (128)
Money market                               26         59        (33)
Deposits of
  $100,000 and over                       (94)       (44)       (50)
Other time deposits                      (312)        47       (359)
Securities sold under
  agreements to repurchase               (394)      (321)       (73)
Interest-bearing demand
  notes to U.S. Treasury                   (9)        (3)        (6)
Other borrowed money                        8         25        (17)
                                      _______    _______   ________
    Total interest expense               (967)      (219)      (748)
                                      _______    _______   ________
Net interest income on a fully
  taxable equivalent basis            $   334        318         16
___________                           =======    =======   ========
/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 $280,000 in
     1999 and $285,000 in 1998.
</TABLE>

 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 decreased by net loan charge-offs of
$25,987 for the first quarter of 1999 and $68,208 for the second quarter of
1999.  That compares to net recoveries of $21,855 for the first quarter of
1998 and net charge-offs of $98,656 for the second quarter of 1998.  The
allowance for loan losses was increased by a provision charged to expense of
$180,000 for both the first quarter and second quarter of 1999.  That compares
to $172,500 for both the first quarter and second quarter of 1998.

    The balance of the allowance for loan losses was $4,678,726 at June 30,
1999 compared to $4,412,921 at December 31, 1998 and $4,182,582 at June 30,
1998.  The allowance for loan losses as a percent of outstanding loans was
1.54% at June 30, 1999 compared to 1.53% at December 31, 1998 and 1.50% at
June 30, 1998.


                       FINANCIAL CONDITION

    Total assets increased $14,589,513 or 3.2% to $473,292,887 at June 30,
1999 compared to $458,703,374 at December 31, 1998.  Total liabilities
increased $13,941,865 or 3.4% to $426,532,057 and stockholders' equity
increased $647,648 or 1.4% to $46,760,830.

    Loans, net of unearned income, increased $15,698,056 or 5.5% to
$303,915,561 at June 30, 1999 compared to $288,217,505 at December 31, 1998.
Commercial loans increased $5,696,575 or 5.8%; real estate construction loans
increased $3,456,000 or 17.8%; real estate mortgage loans increased $5,356,949
or 4.3%; and consumer loans increased $1,188,532 or 2.5%.

<PAGE>
    Nonperforming loans, defined as loans on nonaccrual status, loans 90 days
or more past due, and restructured loans totaled $2,355,000 or 0.77% of total
loans at June 30, 1999 compared to $810,000 or 0.28% of total loans at
December 31, 1998.  Detail of those balances plus repossessions is as follows:

<TABLE>
<CAPTION>
(Dollars expressed in thousands)
                                          June 30, 1999     December 31, 1998
                                        _________________   _________________
                                                     % of                % of
                                                    Gross               Gross
                                        Balance     Loans   Balance     Loans
                                        _______     _____   _______     _____
        <S>                              <C>         <C>       <C>       <C>
     Nonaccrual loans:
         Commercial                      $1,001      .33%    $  102      .04%
         Real Estate:
           Construction                     365      .12        274      .09
           Mortgage                         715      .23        272      .09
           Consumer                          91      .03         59      .02
                                         ______     ____     ______     ____
                                          2,172      .71        707      .24
                                          ______     ____     ______     ____
     Loans contractually past-due 90 days
       or more and still accruing:
          Commercial                         --       --         --       --
          Real Estate:
            Construction                     --       --         --       --
            Mortgage                        104      .03         --       --
            Consumer                          4      .01         18      .01
                                         ______     ____     ______     ____
                                            108      .04         18      .01
                                         ______     ____     ______     ____

           Restructured loans                75      .02         85      .03
                                         ______     ____     ______     ____
              Total nonperforming loans   2,355      .77%       810      .28%
                                                    ====                ====
              Other real estate              71                  85
              Repossessions                  60                  93
                                         ______              ______
              Total nonperforming assets $2,486              $  988
                                         ======              ======
</TABLE>

    The allowance for loan losses was 198.67% of nonperforming loans at June
30, 1999 compared to 544.81% of nonperforming loans at December 31, 1998.  The
increase in commercial nonaccrual loans is due to one large credit and the
increase in mortgage nonaccrual loans is due to two credits.  The Company has
allocated $300,000 of the allowance for loan losses to the aforementioned
commercial credit.

    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, 1999 and 1998, which would have been recorded under the original
terms those loans, was approximately $78,000 and $30,000 for the six months
ended June 30, 1999 and 1998, respectively.  Approximately $27,000 and $3,000
was actually recorded as interest income on such loans for the six months
ended June 30, 1999 and 1998, 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, 1999 included in the table above, which were considered
"impaired", management has identified additional loans totaling approximately
$6,771,000 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 1999.  The $6,771,000 of loans identified by
management as being "impaired" reflected various commercial, commercial real
estate, real estate, and consumer loans ranging in size from approximately
$3,000 to approximately $3,100,000.  The average balance of nonaccrual and
other "impaired" loans for the first six months of 1999 was approximately
$8,805,000.  At June 30, 1999 the allowance for loan losses on impaired loans
was $957,000 compared to $554,000 at December 31, 1998.  The increase in the
allowance for loan losses on impaired loans between December 31, 1998 and June
30, 1999 is primarily due to the one large commercial credit placed on
nonaccrual status.

    As of June 30, 1999 and December 31, 1998 approximately $382,000 and
$2,457,000, 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
increased $5,022,414 or 7.1% to $75,339,147 at June 30, 1999 compared to
$70,316,733 at December 31, 1998.  Investments classified as
available-for-sale are carried at fair value.  At December 31, 1998 the market
valuation account for the available-for-sale investments of $608,184 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
$383,156 was reflected as a separate positive component of stockholders'
equity.  During 1999, the market valuation account decreased $1,165,599 to a
negative $557,415 to reflect the fair value of available-for-sale investments
at June 30, 1999 and the net after tax decrease resulting from the change in
the market valuation adjustment of $734,327 decreased the stockholders' equity
component to a negative $351,171 at June 30, 1999.

    Investments in debt securities classified as held-to-maturity decreased
$6,740,197 or 21.9% to $24,008,746 at June 30, 1999 compared to $30,748,943 at
December 31, 1998.  Investments classified as held-to-maturity are carried at
amortized cost.  At June 30, 1999 and December 31, 1998 the aggregate fair
value of Bancshares' held-to-maturity investment portfolio was approximately
$169,000 and $642,000, respectively, more than its aggregate carrying value.

    Cash and cash equivalents, which consist of cash and due from banks and
Federal funds sold, decreased $43,998 or 0.01% to $46,159,746 at June 30, 1999
compared to $46,203,744 at December 31, 1998.

    Premises and equipment increased $659,777 or 5.5% to $12,724,029 at June
30, 1999 compared to $12,064,252 at December 31, 1998.  The increase reflected
expenditures for premises and equipment of $1,136,947, sales of premises and
equipment of $42,953, and depreciation expense of $434,217.  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 was completed in the
first quarter of 1999 at a cost of approximately $5,500,000.

    Total deposits decreased $166,343 or 0.04% to $373,355,443 at June 30,
1999 compared to $373,521,786 at December 31, 1998.  Demand deposits decreased
$976,435 due to normal fluctuations and time deposits increased $810,092.

    Securities sold under agreements to repurchase increased $2,489,875 to
$19,480,786 at June 30, 1999 compared to $16,990,911 at December 31, 1998 due
primarily to funds obtained from the Cole County Court.

   Interest bearing demand notes to U.S. Treasury increased $1,831,309 to
$2,502,250 at June 30, 1999 compared to $675,941 at December 31, 1998.
Balances in this account are governed by the U.S. Treasury's funding
requirements.

   Other borrowed money increased $10,000,000 to $27,150,568 at June 30,
1999 compared to $17,150,568 at December 31, 1998.  This increase is the
result of a Federal Home Loan Bank advance taken by ENB to fund increased loan
demand.

    The increase in stockholders' equity reflects net income of $2,136,412
less dividends declared of $754,437, and $734,327 in unrealized holding losses
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, 1998.

Costs of Year 2000 Compliance

Bancshares is committed to taking the necessary steps to enable both new and
existing systems, applications and equipment to effectively process
transactions up to and beyond Year 2000.  To that end, Bancshares is well
underway with its Year 2000 readiness program, having spent approximately
$635,000 to date.  The total cost of the program is currently estimated at
$750,000, comprised of capital improvements of $650,000 and direct expense of
$100,000.  The capital improvements will be charged to expense in the form of
depreciation expense or lease expense, generally over a period of 60 months.
Because of such ongoing readiness efforts, Year 2000 processing issues and
risks are not expected to have a material adverse impact on the ability of
Bancshares to continue its general business operations.

Currently, Bancshares and its subsidiaries have completed the following Year
2000 program initiatives:

   Completed a comprehensive analysis of current functions which might be
   impacted by Year 2000 issues and documented the results in a Year 2000
   Assessment Report
   Developed and implemented a detailed plan to address Year 2000 issues as
   identified, particularly as they pertain to software and hardware
   applications
   Surveyed outside vendors to determine the degree of preparedness for the
   Year 2000 to uncover potential issues arising from such business counter
   parties
   Raised organizational awareness not only with top management, but also at
   the staff level, and involved business group leaders in reaching
   solutions
   Implemented an ongoing purchase/procurement plan which is responsive to
   Year 2000 concerns
   Developed a business resumption contingency plan to address operational
   issues not related to hardware and software.

The risk of failures of computer applications, systems and networks due to
improper Year 2000 data processing are substantial, not only for users of
information technologies, but also for any entities and individuals which
interact with them.  Moreover, when aggregated, multiple individual
malfunctions and failures relating to Year 2000 issues can potentially cause
broader, systemic disruptions across industries and economies.  The risks
arising from Year 2000 issues which face many companies, including Bancshares,
include the potential diminished ability to respond to the needs and
expectations of customers in a timely manner and the potential for inaccurate
processing information.  In recognition of these risks, Bancshares focused on
mission critical applications and completed programming changes and equipment
upgrades by June 30, 1999.

In addition, Bancshares has developed contingency plans to complement the Year
2000 readiness efforts already in progress, including backup and offsite
processing of certain information and functions and securing contingency
funding sources.  Bancshares anticipates that such contingency plans will
provide an additional level of security to its Year 2000 efforts.  Bancshares
is also participating with other financial institutions in a Year 2000 focus
group in the central Missouri area.  The goal of this group is to educate the
general public about Year 2000 issues in general and the banks' preparedness
for the Year 2000 changes in particular.

The foregoing discussion of Year 2000 issues is based on current estimated of
the management of Bancshares as to the amount of time and costs necessary to
remediate and test the computer systems of Bancshares.  Such estimates are
based on the facts and circumstances existing at this time, and were derived
utilizing multiple assumptions of future events, including, but not limited
to, the continue availability of certain resources, third-party modification
plans and implementation success, and other factors.  However, there can be no
guarantee that these estimated will be achieved, and actual costs and results
could differ materially from the costs and results currently anticipated by
Bancshares.  Specific factors that might cause such material differences
include, but are not limited to, the availability and cost of personnel
trained in this area, the ability to locate and correct all relevant computer
code, the planning and modification success attained by the business counter
parties of Bancshares, and similar uncertainties.


Item 3. Quantitative and Qualitative Disclosures About Market Risk.

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


Item 1.  Legal Proceedings                               None

Item 2.  Changes in Securities                           None

Item 3.  Defaults Upon Senior Securities                 None


Item 4.       At the annual meeting of the shareholders of Exchange National
         Bancshares, Inc. held on June 9, 1999, the shareholders elected three
         Class I Directors, namely, Charles G. Dudenhoeffer, Jr., Phillip D.
         Freeman, and James E. Smith to serve terms expiring at the annual
         meeting of shareholders in 2002, and ratified the Board of Directors
         selection of KPMG LLP as the Company's independent auditors for the
         year ending December 31, 1999. Class II Directors, namely, David R.
         Goller and James R. Loyd, and Class III Directors, namely, Donald L.
         Campbell, Kevin L. Riley, and David T. Turner, continue to serve terms
         expiring at the annual meetings of shareholders in 2000 and 2001,
         respectively.

            The following is a summary of votes cast.  No broker non-votes
       were received.
                                                Withhold
                                                Authority/
                                      For        Against         Abstentions
                                   _________   ____________      ___________
       Election of Directors:

       Charles G. Dudenhoeffer, Jr.  581,652          7,831            N/A

       Phillip D. Freeman            588,489            994            N/A

       James E. Smith                564,232         25,251            N/A

         Ratification of KPMG LLP as
          independent auditors       588,081             --            1,402

         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).

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
         1999.


                            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 13, 1999                        Principal Executive Officer


                                        By /s/ Richard G. Rose
                                           ___________________________________
                                           Richard G. Rose, Treasurer
    August 13, 1999


<PAGE>
                 EXCHANGE NATIONAL BANCSHARES, INC.

                         INDEX TO EXHIBITS

                      June 30, 1999 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                                     31










             **  Incorporated by reference.