SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

                   _X_ Annual Report Pursuant to Section 13 or
                     15(d) of the Securities Exchange Act of
                                      1934

                   For the fiscal year ended December 31, 1998

             _____ Transition Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                          Commission file number 0-9426

                          NATIONAL CITY BANCORPORATION
      ---------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                Iowa                                     42-0316731
-------------------------------------   ----------------------------------------
   (State or other jurisdiction of       (I.R.S. Employer Identification Number)
   incorporation of organization)

          651 Nicollet Mall
       Minneapolis, Minnesota                            55402-1611
-------------------------------------   ----------------------------------------
        (Address of principal                            (Zip Code)
         executive offices)

Registrant's telephone number (including area code):  612-904-8500


Securities registered pursuant to Section 12(g) of the Act:


                          $1.25 Par Value Common Stock
--------------------------------------------------------------------------------
                                (Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.

                            Yes __X__     No _____

As of February 22, 1999, the aggregate market value of 7,713,410 shares of
voting common stock, $1.25 par value, held by non-affiliates of the registrant
was approximately $169,695,020 based upon the reported closing price on the
NASDAQ Stock Market SM. As of February 22, 1999, 8,781,899 shares of $1.25 par
value common stock of the registrant were outstanding.

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
Incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

<PAGE>


DOCUMENTS INCORPORATED BY REFERENCE

(1)   Portions of National City Bancorporation's Annual Report to Stockholders
      for the year ended December 31, 1998 are incorporated by reference into
      Parts I, II, and IV.

(2)   Portions of the definitive Proxy Statement of National City Bancorporation
      for the Annual Meeting of Stockholders to be held on April 21, 1999 are
      incorporated by reference into Part III.


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<PAGE>


NATIONAL CITY BANCORPORATION

FORM 10-K
YEAR ENDED DECEMBER 31, 1998
--------------------------------------------------------------------------------

PART I

ITEM 1 - BUSINESS

         National City Bancorporation (NCBC) was incorporated in 1937 under the
         laws of the State of Iowa. NCBC is a bank holding company which owns
         99.9% of the capital stock of National City Bank of Minneapolis (NCB),
         which is a commercial bank. NCBC owns 100% of the capital stock of
         Diversified Business Credit, Inc. (DBCI), a commercial finance company.
         NCBC also owns 100% of the capital stock of National City Development &
         Realty, Inc., an inactive subsidiary.

         NCB has its main banking office in the business district of downtown
         Minneapolis and also serves customers from two detached facilities. One
         of these facilities provides a drive-up location in downtown
         Minneapolis, and the other is a full service branch location in Edina,
         Minnesota, a suburb of Minneapolis.

         NCBC provides its subsidiaries advice and specialized services in
         various fields of financial and banking policy. The responsibility for
         the management of each subsidiary remains with the Board of Directors
         and with the officers appointed by the Boards of Directors. NCB
         provides usual and customary banking services, including without
         limitation: business, personal and real estate loans; a full range of
         deposit services; correspondent banking and safe deposit facilities. In
         addition to the services generally provided by a full-service bank,
         NCBC's subsidiaries offer specialized services as described below:

         TRUST SERVICES - NCB offers clients a wide variety of fiduciary
         services ranging from the management of funds for individuals to the
         administration of estates and trusts. For corporations, governmental
         bodies, and public authorities, NCB acts as fiscal and paying agent,
         registrar, and trustee under corporate indentures and pension and
         profit sharing agreements. NCB also provides record keeping and
         reporting for 401-K retirement savings plans.

         INTERNATIONAL OPERATIONS - NCB provides a wide range of services in the
         area of international banking including trade service products, such as
         letters of credit, bankers acceptances, international collections and
         foreign exchange.

         ASSET-BASED FINANCING - DBCI specializes in providing working capital
         loans secured by accounts receivable, inventory, and other marketable
         assets. All loans are made on a full recourse basis to the borrower.
         Personal guarantees from the owners of the borrower are normally
         obtained. Loans are made on a demand basis with no fixed repayment
         schedule. Compared to equity-based loans made by banks and others,
         asset-based loans usually require closer monitoring which results in
         higher loan servicing costs. Typically, interest rates earned on these
         loans are higher than rates earned on equity-based loans.

         OTHER SERVICES - NCBC and subsidiaries do not have more than one line
         of business or class of service. All income is derived from commercial
         banking and bank-related services. It is not dependent on a single
         customer or a single industry for any material part of its business.

         COMPETITION - Banking in Minnesota, as elsewhere, is highly competitive
         and NCB competes with other banks, both independent and those
         affiliated with other bank holding companies. Additional competitors
         are able to enter the Minnesota market following the June, 1997 change
         in banking regulations (See Supervision & Regulation). In addition, in
         lending funds and obtaining deposits, NCB competes with other types of
         institutions, such as savings and loan associations, credit unions,
         insurance companies, finance companies, and various institutions
         offering money market and mutual funds.

         EMPLOYEES - NCBC and its subsidiaries have approximately 278 employees,
         none of whom are represented by a collective bargaining organization.


                                       3

<PAGE>


         GOVERNMENT POLICIES - The earnings of NCBC's various operating units,
         as lenders of money, are affected by state and federal legislative
         changes and by policies of various regulatory authorities, including
         those of the State of Minnesota and the United States and, to a lesser
         extent, by those of foreign governments, and international agencies.
         These policies include, for example, statutory maximum legal interest
         rates, domestic monetary policies of the Board of Governors of the
         Federal Reserve System, United States fiscal policy, international
         currency regulations and monetary policies, and capital adequacy and
         liquidity constraints imposed by bank regulatory agencies.

         SUPERVISION AND REGULATION - NCBC is a registered bank holding company
         under the Bank Holding Company Act of 1956 (the Act) and is subject to
         the supervision of and regulation by the Board of Governors of the
         Federal Reserve System (the Board).

         Under the Act, a bank holding company may engage in banking, managing
         or controlling banks, furnishing and performing services for banks
         which it controls, and activities which the Board has determined to be
         closely related to banking. NCBC must obtain approval of the Board
         before acquiring control of a bank or acquiring more than 5% of the
         outstanding voting shares of a company engaged in a bank-related
         business.

         In general, effective June 1, 1997, federal law permits the merger of
         insured banks within different home states, without regard to whether
         such transaction is prohibited under the law of any state.

         Under state law, a bank subsidiary of an out-of state bank holding
         company may establish branch offices in Minnesota if the bank
         subsidiary's principal place of business is within the state. An
         acquiring out-of-state bank may maintain and operate branches within
         Minnesota provided the in-state acquired bank has been in continuous
         operation for at least five years.

         NCBC's subsidiary bank is a national bank and is, accordingly, subject
         to the supervision of and examination by the Comptroller of the
         Currency and the Federal Reserve System. The subsidiary bank is a
         member of the Federal Deposit Insurance Corporation and, accordingly,
         is subject to examination thereby.

         Areas subject to regulation by federal and state authorities include
         deposit reserves, investments, loans, mergers, issuance of securities,
         payment of dividends, establishment of branches, and other aspects of
         operations.

         STATISTICAL DATA - Statistical data is presented on pages 29 through 35
         of the Annual Report to Stockholders for the year ended December 31,
         1998, and such statistical data is incorporated herein by reference.

ITEM 2 - PROPERTIES

         NCB currently leases 95,200 square feet of space for its downtown main
         office under a lease which expires in 2006.

         NCB leases 3,380 square feet of record storage space at a downtown
         location under a lease that expires in the year 2000.

         NCB maintains a drive-up detached banking facility in downtown
         Minneapolis on leased land. The lease expires in the year 2000.

         NCB also owns an 8,500 square foot banking facility and land in Edina,
         Minnesota.

         DBCI leases 14,067 square feet of space in downtown Minneapolis. This
         lease expires in the year 2002.

         The aggregate net rentals for all of the above described facilities
         were approximately $2,332,000 in 1998.

         NCB's banking offices are located at Gaviidae Common at 651 Nicollet
         Mall. NCB entered into a ten year lease commencing March 16, 1996, to
         occupy approximately 95,200 square feet at this location.


                                       4

<PAGE>


         The effective annual base rent per square foot is $4.98 for the first
         five years and $6.98 for the second five years of the lease term. These
         rents are based upon NCB advancing $3,346,608 to the landlord, which
         amount was used to pay for certain base building improvements, real
         estate commissions, design fees and reimbursement for moving expenses.
         The annual cost for the first five years will be approximately $1.7
         million and for the last five years will be approximately $1.8 million
         per year. In addition, NCB paid for all its leasehold improvements,
         which cost approximately $2,000,000. NCB has two options of five years
         each to extend the lease term at the then current fair market rents for
         office and retail space. NCB has the right to terminate the lease in
         its entirety or to give back substantial portions of the leased
         premises on the sixth anniversary of the lease term. NCB has expansion
         rights on all space on the third and fourth levels of the premises,
         subject to the rights of existing tenants. Rent for expansion space
         taken on or before March 31, 1999, would be $8.00 net per square foot.
         Rent for expansion space taken after March 31, 1999, would be at the
         lower of (i) $8.00 per square foot plus any increase in the Minneapolis
         CPI from March 16, 1996, or (ii) the fair market value of the space.
         NCB will pay its pro rata share of taxes when due. NCB has the right to
         contest real estate taxes against the premises if the landlord fails to
         do so. NCB pays normal operating expenses which includes a cap on
         management fees and exclusions that are generally consistent with other
         large office tenant leases. The approximate cost per square foot
         related to real estate taxes and normal operating expenses is $13.85.

         DBCI is located in Dain Bosworth Plaza, at 60 South Sixth Street. DBCI
         entered into a five year lease commencing September, 1, 1997, to occupy
         14,067 square feet at this location. The effective annual base rent per
         square foot is $21.31 for the five years. The annual cost for the five
         years will be approximately $240,000 per year. In addition, DBCI paid
         all leasehold improvements which cost approximately $108,000. DBCI has
         two options of five years each to extend the lease term at the then
         current fair market rents for office space. DBCI will pay its pro rata
         share of taxes when due. DBCI will have the right to contest real
         estate taxes against the premises if the landlord fails to do so. DBCI
         will pay normal operating expenses which will include exclusions that
         are generally consistent with other office tenant leases. The
         approximate cost per square foot related to real estate taxes and
         normal operating expenses is $13.40.

ITEM 3 - LEGAL PROCEEDINGS

         NCBC is party to various legal proceedings incidental to its business.
         Certain claims, suits, and complaints arising in the ordinary course of
         business have been filed or are pending against NCBC. In the opinion of
         management, the resulting liability, if any, arising from all such
         actions will not have a material impact on NCBC's consolidated
         financial position, liquidity or results of operations.

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         No matters were submitted during the fourth quarter of the fiscal year
         covered by this report to a vote of security holders through the
         solicitation of proxies or otherwise.

ITEM 5 - MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
         MATTERS

         The market for National City Bancorporation's common stock and related
         stockholder matters is presented on pages 1 and 35 of the Annual Report
         to Stockholders for the year ended December 31, 1998, and is
         incorporated herein by reference.


                                       5

<PAGE>


PART II

ITEM 6 - SELECTED FINANCIAL DATA

         Selected financial data is presented on page 34 of the Annual Report to
         Stockholders for the year ended December 31, 1998 and is incorporated
         herein by reference.

ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

         Management's discussion and analysis of financial condition and results
         of operations is presented on pages 19 through 28 of the Annual Report
         to Stockholders for the year ended December 31, 1998 and is
         incorporated herein by reference.

ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Quantitative and qualitative disclosures about market risk are
         presented in pages 22 through 24 of the Annual Report to Stockholders
         for the year ended December 31, 1998 and is incorporated herein by
         reference.

ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         The consolidated financial statements and supplementary financial
         information of National City Bancorporation and subsidiaries are
         presented on pages 3 through 18 and 29 through 35 of the Annual Report
         to Stockholders for the year ended December 31, 1998 and are
         incorporated herein by reference.

ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

         None.


                                       6

<PAGE>


PART III

ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         The directors and executive officers of National City Bancorporation
         are presented on pages 3 through 5 of the Proxy Statement for the
         Annual Meeting of Stockholders to be held April 21, 1999, and said
         presentation is incorporated herein by reference.

         The executive officers referred to in this Item 10 are as follows:

                  Mr. David L. Andreas has been a director since 1980 and was
                  elected Chief Executive Officer effective November 1, 1987.
                  Mr. Andreas served as Chairman of the Board from 1987 to 1998.
                  Mr. Andreas had been a Vice President and Senior Vice
                  President of NCBC during the five years prior to being elected
                  Chairman. Mr. Andreas was elected President and Chief
                  Executive Officer of NCB in 1994.

                  Mr. Thomas J. Freed was elected Secretary and Controller of
                  NCBC effective January 1, 1982 and Secretary and Chief
                  Financial Officer effective July 16, 1997. Mr. Freed was
                  elected Senior Vice President and Chief Financial Officer of
                  NCB in 1986. Previous to 1986, Mr. Freed served as an officer
                  of NCB for seventeen years.

                  Mr. Robert L. Olson has been President, Chief Executive
                  Officer and director of Diversified Business Credit, Inc.
                  since 1985.

ITEM 11 - EXECUTIVE COMPENSATION

         Executive compensation is set forth on pages 6 through 9 of the Proxy
         Statement for the Annual Meeting of Stockholders to be held April 21,
         1999 and is incorporated herein by reference.

ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The security ownership of certain beneficial owners and management is
         presented on page 2 of the Proxy Statement for the Annual Meeting of
         Stockholders to be held April 21, 1999 and is incorporated herein by
         reference.

ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Certain relationships and related transactions are presented on pages 2
         through 5 of the Proxy Statement for the Annual Meeting of Stockholders
         to be held April 21, 1999 and is incorporated herein by reference.


PART IV

ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)      (1) Financial Statements

         The Following consolidated financial statements and report of
         independent auditors of National City Bancorporation and subsidiaries,
         included in the annual report of the registrant to its stockholders for
         the year ended December 31, 1998, are incorporated by reference in Item
         8:

                  Independent Auditors' Report
                  Consolidated balance sheets - December 31, 1998 and 1997
                  Consolidated statements of earnings - years ended December 31,
                   1998, 1997 and 1996
                  Consolidated statements of stockholders' equity - years ended
                   December 31, 1998, 1997 and 1996
                  Consolidated statements of comprehensive income - years ended
                   December 31, 1998, 1997 and 1996
                  Consolidated statements of cash flows - years ended
                   December 31, 1998, 1997 and 1996
                  Notes to consolidated financial statements


                                       7

<PAGE>


         (2) Financial Statement Schedules

         All schedules are omitted because they are not applicable, not
         required, or the required information is included in the consolidated
         financial statements or notes thereto.

         (3) Exhibits

                  3(a) - Restated Articles of Incorporation (incorporated herein
                  by reference to Exhibit 3.01 of the Registrant's Registration
                  Statement on Form S-1, Registration No. 269057).

                  3(b) - Restated By-laws [incorporated herein by reference to
                  Exhibit 3(ii) to Registrant's Annual Report on Form 10-K for
                  the year ended December 31, 1985].

                  10(c) - Salary Continuation Agreement between NCB and Walter
                  E. Meadley, Jr. (incorporated herein by reference to Exhibit
                  10(c) to Registrant's Annual Report on Form 10-K for the year
                  ended December 31, 1990).

                  10(d) - Salary Continuation Agreement, as amended, between NCB
                  and Thomas J. Freed (incorporated herein by reference to
                  Exhibit 10(d) to the Registrant's Annual Report on Form 10-K
                  for the year ended December 31, 1994).

                  10(f) - Fourth Amendment to Executive Salary Continuation
                  Agreement by and between NCB and Thomas J. Freed dated
                  November 31, 1995. [Incorporated herein by reference to
                  Exhibit 10(f) to the 1995 Form 10-K.]

                  10(g) - Fourth Amendment to Executive Salary Continuation
                  Agreement by and between NCB and Walter E. Meadley, Jr. dated
                  November 31, 1995. [Incorporated herein by reference to
                  Exhibit 10(g) to the 1995 Form 10-K.]

                  10(h) - Fourth Amendment to Executive Salary Continuation
                  Agreement by and between NCB and David L. Andreas dated
                  December 31, 1995. [Incorporated herein by reference to
                  Exhibit 10(h) to the 1995 Form 10-K.]

                  10(i) - Change in Control Agreement by and between NCBC, NCB,
                  and Thomas J. Freed dated as of November 19, 1996.
                  [Incorporated herein by reference to Exhibit 10(i) to the 1996
                  Form 10-K.]

                  10(j) - Employment Agreement, dated December 4, 1997, by and
                  between DBCI and Robert L. Olson. [Incorporated herein by
                  reference to Exhibit 10(j) to the 1997 Form 10-K.]

                  11 - Computation of Basic Earnings Per Share.

                  13 - Annual Report to Stockholders (only those portions
                  incorporated herein by reference shall be deemed filed with
                  the Commission).

                  22 - Subsidiaries of Registrant are listed and described in
                  PART I, Item 1.

                  23 - Consent of Ernst & Young, LLP.

                  27 - Financial Data Schedule

                  Copies of the exhibits will be furnished upon request and
                  payment of registrant's reasonable expenses in furnishing the
                  exhibits.


                  (b) Reports on Form 8-K

                  No reports on Form 8-K were filed during the quarter ended
                  December 31, 1998.


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<PAGE>


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

                                  NATIONAL CITY BANCORPORATION

Date:    March 18,1999             /S/David L. Andreas
                                  ----------------------------------------------
                                  David L. Andreas, Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.

Date:    March 18, 1999            /S/David L. Andreas
                                  ----------------------------------------------
                                  David L. Andreas, Chief Executive Officer
                                  (Principal Executive Officer)

Date:    March 18, 1999            /S/Thomas J. Freed
                                  ----------------------------------------------
                                  Thomas J. Freed, Secretary and Chief Financial
                                  Officer (Principal Financial and Accounting
                                  Officer)

Date:    March 18 1999            /S/David C. Malmberg
                                  ----------------------------------------------
                                  David C. Malmberg, Chairman of the Board

Date:    March 18, 1999           /S/Wendell R. Anderson
                                  ----------------------------------------------
                                  Wendell R. Anderson, Director

Date:    March 18, 1999           /S/Terry L. Andreas
                                  ----------------------------------------------
                                  Terry L. Andreas, Director

Date:    March 18, 1999           /S/ Michael J. Boris
                                  ----------------------------------------------
                                  Michael J. Boris, Director

Date:    March 18, 1999           /S/Marvin Borman
                                  ----------------------------------------------
                                  Marvin Borman, Director

Date:    March 18, 1999
                                  ----------------------------------------------
                                  Sharon N. Bredeson, Director

Date:    March 18, 1999
                                  ----------------------------------------------
                                  Kenneth H. Dahlberg, Director

Date:    March 18, 1999           /S/John H. Daniels, Jr.
                                  ----------------------------------------------
                                  John H. Daniels, Jr., Director

Date:    March 18, 1999           /S/ James B. Goetz
                                  ----------------------------------------------
                                  James B. Goetz, Sr., Director

Date:    March 18, 1999           /S/ Esperanza Guerrero-Anderson
                                  ----------------------------------------------
                                  Esperanza Guerrero-Anderson, Director

Date:    March 18, 1999           /S/Thomas E. Holloran
                                  ----------------------------------------------
                                  Thomas E. Holloran, Director

Date:    March 18, 1999           /S/ Bernard Jacobs
                                  ----------------------------------------------
                                  C. Bernard Jacobs, Director


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<PAGE>


Date:    March 18, 1999           /S/ Walter E. Meadley, Jr.
                                  ----------------------------------------------
                                  Walter E. Meadley, Jr., Director

Date:    March 18, 1999           /S/ Robert L. Olson
                                  ----------------------------------------------
                                  Robert L. Olson, Director

Date:    March 18, 1999           /S/Roger H. Scherer
                                  ----------------------------------------------
                                  Roger H. Scherer, Director


                                       10

<PAGE>


NATIONAL CITY BANCORPORATION AND SUBSIDIARIES

INDEX TO EXHIBITS
--------------------------------------------------------------------------------


                                                                    SUBSEQUENTLY
    EXHIBIT                                                           NUMBERED
    NUMBER                       DESCRIPTION                            PAGE

      11       Computation of Basic Earnings Per Share.

      13       Annual Report to Stockholders (only those portions
               incorporated herein by reference shall be deemed
               filed with the Commission).

      22       Subsidiaries of Registrant are listed and
               described in PART I, Item 1.

      23       Consent of Ernst & Young, LLP.

      27       Financial Data Schedule


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