SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 21549

FORM 10-K

X ANNUAL REPORT PURSUANT TO 
SECTION 13 OR 15(d) OF
THE SECURITIES AND EXCHANGE ACT OF 1934 (FEE 
REQUIRED)

For fiscal year ended December 31, 1998
OR

TRANSITION REPORT PURSUANT TO 
SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934 (NO FEE 
REQUIRED)
For transition period from 		 to 		

Commission File Number 0-21878

MNB BANCSHARES, INC.
(Exact name of Registrant as specified in 
its charter)

Delaware									48-1120026
(State or other jurisdiction				
(I.R.S. Employer 
Identification Number)
of incorporation or organization)

800 Poyntz Avenue, Manhattan, Kansas
66505 (Address of principal executive offices)
(Zip Code)

(785) 565-2000
(Registrant's telephone number, including 
area code)

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

								
	Name of Each Exchange on which Registered  None
	Title of Each Class		None

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

Common Stock, par value $0.01 per share
(Title of Class)

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

  Yes   X    No ___

	Indicate 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 10-K or any 
amendment to this form 10-K. [ ]

	The aggregate market value of voting 
common stock of Registrant held by non-
affiliates as of March 29, 1999 was 
$8,922,563.*  At March 29, 1999, the total 
number of shares of common stock outstanding 
was 1,367,976.

Documents incorporated by Reference:

	Portions of the 1998 Annual Report to 
Stockholders for the fiscal year ended 
December 31, 1998, are incorporated by 
reference into Parts I and II hereof, to the 
extent indicated herein.  Portions of the 
Proxy Statement for the Annual Meeting of 
Stockholders to be held May 19, 1999, are 
incorporated by reference in Part III 
hereof, to the extent indicated herein.

*	Based on the last reported price of 
actual transactions in Registrant's common 
stock on March 29, 1999, and reports of 
beneficial ownership prepared by all 
directors, executive officers and beneficial 
owners of more than 5% of the outstanding 
shares of common stock of Registrant; 
however, such determination of shares owned 
by affiliates does not constitute an 
admission of affiliate status or beneficial 
interest in shares of common stock of 
Registrant.

MNB BANCSHARES, INC.

1998 Form 10-K Annual Report

Table of Contents

PART I

ITEM 1.	BUSINESS		  1

ITEM 2.	PROPERTIES		20

ITEM 3.	LEGAL PROCEEDINGS		20

ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF 
SECURITY 	HOLDERS		20

ITEM 5.	MARKET FOR THE COMPANY'S COMMON 
STOCK AND 	RELATED STOCKHOLDER MATTERS		20

ITEM 6.	SELECTED FINANCIAL DATA		20

ITEM 7.	MANAGEMENT'S DISCUSSION AND 
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	
	21

ITEM 8.	FINANCIAL STATEMENTS AND 
SUPPLEMENTAL DATA		21

ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH 
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	
	21

ITEM 10.	DIRECTORS AND EXECUTIVE OFFICERS 
OF THE REGISTRANT		21

ITEM 11.	EXECUTIVE COMPENSATION		22

ITEM 12.	SECURITY OWNERSHIP OF CERTAIN 
BENEFICIAL OWNERS AND MANAGEMENT		22

ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED 
TRANSACTIONS		22

ITEM 14.	EXHIBITS, FINANCIAL STATEMENT 
SCHEDULES, AND REPORTS ON FORM 8-K		22

SIGNATURES			24

PART I.

ITEM 1.	BUSINESS

REGISTRANT AND ITS SUBSIDIARIES

	MNB Bancshares, Inc. (the "Company") is 
a bank holding company incorporated under 
the laws of the State of Delaware.  
Currently, the Company's business consists 
solely of the ownership of Security National 
Bank, Manhattan, Kansas  (the "Bank").  The 
Bank is a wholly-owned subsidiary of the 
Company and is the successor-in-interest to 
Manhattan National Bank, formerly Manhattan 
Federal Savings and Loan Association (the 
"Association"), which, on January 5, 1993, 
converted concurrently from a federal mutual 
savings association to a federal stock 
savings association (the "Stock Conversion") 
and from a federal stock savings association 
to a national bank (the "Bank Conversion") 
(collectively, the "Conversion").  The term 
"Bank", as used in this Form 10-K, sometimes 
refers to the Association during the period 
prior to the Conversion.

	The Company was organized on August 27, 
1992, at the direction of the Board of 
Directors of the Association to acquire all 
of the stock issued by the Association upon 
consummation of the Stock Conversion.  On 
January 5, 1993, in connection with the 
Stock Conversion, the Company issued and 
sold 925,750 shares of its common stock, par 
value $0.01 per share, in a Subscription and 
Community Offering to the Company's employee 
stock ownership plan, the Association's 
members and the general public.  Total net 
proceeds of the Subscription and Community 
Offering, after Conversion expenses of 
approximately $600,000, were approximately 
$4 million.  The Company utilized $2 million 
of the net proceeds to acquire all of the 
common stock, par value $1.00 per share, 
issued by the Association in connection with 
the Stock Conversion.  The remaining net 
proceeds were then invested by the Company 
in interest bearing deposit accounts at the 
Bank and in other investment securities.

	On April 1, 1995, the Company acquired 
all of the issued and outstanding stock of 
Auburn Security Bancshares, Inc. ("Auburn"), 
which had consolidated assets of 
approximately $20 million.  Auburn was a 
one-bank holding company which owned 99% of 
the outstanding stock of Security State 
Bank, Auburn, Kansas.  Subsequent to the 
acquisition, the Company acquired all of the 
remaining stock of Security State Bank.  On 
December 31, 1995, the Company merged and 
consolidated Manhattan National Bank and 
Security State Bank into Security National 
Bank.  In May, 1997, a de novo branch was 
opened in Topeka, Kansas.  On December 31, 
1997, the Company acquired Freedom 
Bancshares, Inc., Osage City, Kansas 
("Freedom"), the holding company for 
Citizens State Bank, Osage City, Kansas 
("Citizens"), with a branch in Beloit, 
Kansas.  Consolidated assets acquired in 
this transaction were approximately $43 
million.  On June 5, 1998, the Company sold 
the Beloit, Kansas branch.

	As a bank holding company, the Company 
is subject to regulation by the Board of 
Governors of the Federal Reserve System (the 
"Federal Reserve Board").  The Company is 
also subject to various reporting 
requirements of the Securities and Exchange 
Commission (the "SEC").

	Pursuant to the Conversion, the Bank 
succeeded to all of the assets and 
liabilities of the Association.  The 
Association was organized as a Kansas-
chartered mutual building and loan 
association in 1885, and converted to a 
federally chartered mutual savings and loan 
association in 1938.  The Bank is 
principally engaged in the business of 
attracting deposits from the general public 
and using such deposits, together with 
borrowings and other funds, to originate 
consumer, commercial, multi-family, and one-
to-four family residential mortgage loans in 
the Bank's principal lending areas, 
consisting primarily of Manhattan, Auburn, 
Topeka, and Osage City, Kansas and the 
surrounding communities in Riley, 
Pottawatomie, Shawnee and Osage Counties in 
Kansas.  Since Conversion, the Bank has 
focused on originating greater numbers and 
amounts of consumer, commercial, and 
agricultural loans.  Additionally, greater 
emphasis has been placed on diversification 
of the deposit mix through expansion of core 
deposit accounts such as checking, savings, 
and money market accounts.  The Bank has 
also diversified its geographical markets 
with the holding company acquisitions of 
Auburn and Osage City and the new branch 
facility in Topeka.  

	The results of operations of the Bank 
are dependent primarily upon net interest 
income and, to a lesser extent, upon other 
income derived from loan servicing fees and 
customer deposit services.  Additional 
expenses of the Bank include general and 
administrative expenses such as salaries, 
employee benefits, federal deposit insurance 
premiums, data processing, occupancy and 
related expenses.

	Deposits of the Manhattan branch of the 
Bank are insured by the Savings Association 
Insurance Fund (the "SAIF") of the Federal 
Deposit Insurance Corporation (the "FDIC") 
up to the maximum amount allowable under 
applicable federal laws and regulations.  
Deposits of the remaining branches of the 
Bank are insured by the Bank Insurance Fund 
(the "BIF").  The Bank is regulated by the 
Office of the Comptroller of the Currency 
(the "OCC"), as the chartering authority for 
national banks, and the FDIC, as the 
administrator of the SAIF and the BIF.  The 
Bank is also subject to regulation by the 
Federal Reserve Board with respect to 
reserves required to be maintained against 
deposits and certain other matters.  The 
Bank is a member of the Federal Reserve Bank 
of Kansas City and the Federal Home Loan 
Bank (the "FHLB") of Topeka.

	The Company's executive office is 
located at 800 Poyntz Avenue, Manhattan, 
Kansas 66505.  Its telephone number is (785) 
565-2000.

Market Area

	The Bank's home office is located at 
800 Poyntz Avenue, Manhattan, Kansas, with 
branches located at 1741 N. Washington, 
Auburn, Kansas; 6100 SW 21st Street, Topeka, 
Kansas, and 102 S 6th, Osage City, Kansas.  
Manhattan is located in east central Kansas, 
approximately 45 miles west of Topeka.  
Manhattan is the county seat and largest 
city in Riley County.  Over the past decade, 
Riley County has experienced population and 
household growth at an annual rate which is 
slightly higher than the growth rates for 
Kansas in general.  Auburn is located ten 
miles southwest of Topeka and in an area 
experiencing the growth and expansion of the 
metropolitan Topeka area.  Topeka is the 
state capital.  Osage City is approximately 
30 miles south of Topeka and has a 
population of 2,700.  

	The Bank's primary deposit gathering 
and lending market consists of Riley, Osage, 
Pottawatomie, and Shawnee Counties, Kansas.  
Riley County's economy is significantly 
influenced by employment at Fort Riley 
Military Base and Kansas State University, 
the second largest university in Kansas, 
which is located in Manhattan.  Shawnee 
County's economy is strongly influenced by 
the City of Topeka and several major private 
firms and public institutions.  Osage County 
is primarily agricultural with small private 
industries and business firms.

	Other sources of employment in the 
Manhattan branch's market area are derived 
from a variety of service, trade and 
manufacturing employers located in southern 
Riley County and western Pottawatomie 
County, including the Unified School 
District, the Kansas Farm Bureau and the 
McCall Pattern Company.  Northern Riley 
County and eastern Pottawatomie County are 
primarily rural, agricultural areas.  Other 
sources of employment in the Auburn, Osage 
City,  and Topeka market areas are numerous 
manufacturing, distribution, and retail 
centers located in Shawnee County.  These 
include Goodyear Tire & Rubber; Blue 
Cross/Blue Shield; Volume Shoe Corporation; 
the Menninger Foundation; and Washburn 
University. Others in the Topeka area 
include Frito-Lay, Inc.; Southwestern Bell 
Corporation; the Veteran's Administration; 
and Hill's Pet Food. Major employers in 
Osage City are Kan-Build, Inc., a firm which 
specializes in manufactured housing, and 
Mussatto Brothers, Inc., a wholesale 
beverage distributor.

Competition

	The Bank faces strong competition both 
in attracting deposits and making real 
estate and other loans.  Its most direct 
competition for deposits comes from 
commercial banks and other savings 
institutions located in its principal market 
areas of Riley, Osage, Pottawatomie and 
Shawnee Counties, including many large 
financial institutions which have greater 
financial and marketing resources available 
to them.  The ability of the Bank to attract 
and retain deposits generally depends on its 
ability to provide a rate of return, 
liquidity and risk comparable to that 
offered by competing investment 
opportunities.  The Bank competes for loans 
principally through the interest rates and 
loan fees it charges and the efficiency and 
quality of services it provides borrowers.  
Additionally, competition may increase as a 
result of the continuing reduction on 
restrictions on the interstate operations of 
financial institutions.  Pursuant to federal 
legislation which took effect on September 
25, 1995, the Federal Reserve Board may 
allow a bank holding company to acquire 
banks located in any state in the United 
States without regard to geographic 
restrictions or reciprocity requirements 
imposed by state law, but subject to certain 
conditions, including certain deposit 
concentration limits.  See "Supervision and 
Regulation - The Company - Investments and 
Activities."  Further, pursuant to a federal 
statute which took effect on June 1, 1997, 
banks are able to establish branch offices 
in other states.  See "Supervision and 
Regulation - The Bank - Branching 
Authority."

Employees

	At December 31, 1998, the Bank had a 
total of 66 employees (54 full time 
equivalent employees).  The Company has no 
direct employees.  Employees are provided 
with a comprehensive benefits program, 
including basic and major medical insurance, 
life and disability insurance, sick leave, 
an employee stock ownership plan and a 
401(k) profit sharing plan.  Employees are 
not represented by any union or collective 
bargaining group and the Bank considers its 
employee relations to be good.

SUPERVISION AND REGULATION

General
  
	Financial institutions and their 
holding companies are extensively regulated 
under federal and state law.  As a result, 
the growth and earnings performance of the 
Company can be affected not only by 
management decisions and general economic 
conditions, but also by the requirements of 
applicable state and federal statutes and 
regulations and the policies of various 
governmental regulatory authorities, 
including the Office of the Comptroller of 
the Currency (the "OCC"), the Board of 
Governors of the Federal Reserve System (the 
"Federal Reserve"), the Federal Deposit 
Insurance Corporation (the "FDIC"), the 
Internal Revenue Service and state taxing 
authorities and the Securities and Exchange 
Commission (the "SEC"). The effect of 
applicable statutes, regulations and 
regulatory policies can be significant, and 
cannot be predicted with a high degree of 
certainty.
 
	Federal and state laws and regulations 
generally applicable to financial 
institutions, such as the Company and its 
subsidiaries, regulate, among other things, 
the scope of business, investments, reserves 
against deposits, capital levels relative to 
operations, the nature and amount of 
collateral for loans, the establishment of 
branches, mergers, consolidations and 
dividends. The system of supervision and 
regulation applicable to the Company and its 
subsidiaries establishes a comprehensive 
framework for their respective operations 
and is intended primarily for the protection 
of the FDIC's deposit insurance funds and 
the depositors, rather than the 
shareholders, of financial institutions.

	The following is a summary of the 
material elements of the regulatory 
framework that applies to the Company and 
its subsidiaries.  It does not describe all 
of the statutes, regulations and regulatory 
policies that apply to the Company and its 
subsidiaries, nor does it restate all of the 
requirements of the statutes, regulations 
and regulatory policies that are described. 
As such, the following is qualified in its 
entirety by reference to the applicable 
statutes, regulations and regulatory 
policies.  Any change in applicable law, 
regulations or regulatory policies may have 
a material effect on the business of the 
Company and its subsidiaries.

Recent Regulatory Developments

	Pending Legislation.  Legislation has 
been introduced in the Congress that would 
allow bank holding companies to engage in a 
wider range of nonbanking activities, 
including greater authority to engage in 
securities and insurance activities.  The 
expanded powers generally would be available 
to a bank holding company only if the bank 
holding company and its bank subsidiaries 
remain well-capitalized and well-managed.  
At this time, the Company is unable to 
predict whether the proposed legislation 
will be enacted and, therefore, is unable to 
predict the impact such legislation may have 
on the Company and the Bank.

The Company 

	General.  The Company, as the sole 
shareholder of the Bank, is a bank holding 
company.  As a bank holding company, the 
Company is registered with, and is subject 
to regulation by, the Federal Reserve under 
the Bank Holding Company Act, as amended 
(the "BHCA").  In accordance with Federal 
Reserve policy, the Company is expected to 
act as a source of financial strength to the 
Bank and to commit resources to support the 
Bank in circumstances where the Company 
might not otherwise do so.  Under the BHCA, 
the Company is subject to periodic 
examination by the Federal Reserve.  The 
Company is also required to file with the 
Federal Reserve periodic reports of the 
Company's operations and such additional 
information regarding the Company and its 
subsidiaries as the Federal Reserve may 
require.

	Investments and Activities.  Under the 
BHCA, a bank holding company must obtain 
Federal Reserve approval before:  (i) 
acquiring, directly or indirectly, ownership 
or control of any voting shares of another 
bank or bank holding company if, after the 
acquisition, it would own or control more 
than 5% of the shares of the other bank or 
bank holding company (unless it already owns 
or controls the majority of such shares); 
(ii) acquiring all or substantially all of 
the assets of another bank; or (iii) merging 
or consolidating with another bank holding 
company.  Subject to certain conditions 
(including certain deposit concentration 
limits established by the BHCA), the Federal 
Reserve may allow a bank holding company to 
acquire banks located in any state of the 
United States without regard to whether the 
acquisition is prohibited by the law of the 
state in which the target bank is located.  
In approving interstate acquisitions, 
however, the Federal Reserve is required to 
give effect to applicable state law 
limitations on the aggregate amount of 
deposits that may be held by the acquiring 
bank holding company and its insured 
depository institution affiliates in the 
state in which the target bank is located 
(provided that those limits do not 
discriminate against out-of-state depository 
institutions or their holding companies) and 
state laws which require that the target 
bank have been in existence for a minimum 
period of time (not to exceed five years) 
before being acquired by an out-of-state 
bank holding company. 

	The BHCA also generally prohibits the 
Company from acquiring direct or indirect 
ownership or control of more than 5% of the 
voting shares of any company which is not a 
bank and from engaging in any business other 
than that of banking, managing and 
controlling banks or furnishing services to 
banks and their subsidiaries.  This general 
prohibition is subject to a number of 
exceptions. The principal exception allows 
bank holding companies to engage in, and to 
own shares of companies engaged in, certain 
businesses found by the Federal Reserve to 
be "so closely related to banking ... as to 
be a proper incident thereto."  Under 
current regulations of the Federal Reserve, 
the Company and its non-bank subsidiaries 
are permitted to engage in a variety of 
banking-related businesses, including the 
operation of a thrift, sales and consumer 
finance, equipment leasing, the operation of 
a computer service bureau (including 
software development), and mortgage banking 
and brokerage.  The BHCA generally does not 
place territorial restrictions on the 
domestic activities of non-bank subsidiaries 
of bank holding companies.

	Federal law also prohibits any person 
or company from acquiring "control" of a 
bank or a bank holding company without prior 
notice to the appropriate federal bank 
regulator.  "Control" is defined in certain 
cases as the acquisition of 10% of the 
outstanding shares of a bank or bank holding 
company.

	Capital Requirements.   Bank holding 
companies are required to maintain minimum 
levels of capital in accordance with Federal 
Reserve capital adequacy guidelines.  If 
capital falls below minimum guideline 
levels, a bank holding company, among other 
things, may be denied approval to acquire or 
establish additional banks or non-bank 
businesses.

	The Federal Reserve's capital 
guidelines establish the following minimum 
regulatory capital requirements for bank 
holding companies:  a risk-based requirement 
expressed as a percentage of total risk-
weighted assets, and a leverage requirement 
expressed as a percentage of total assets.  
The risk-based requirement consists of a 
minimum ratio of total capital to total 
risk-weighted assets of 8%, at least one-
half of which must be Tier 1 capital.  The 
leverage requirement consists of a minimum 
ratio of Tier 1 capital to total assets of 
3% for the most highly rated companies, with 
a minimum requirement of 4% for all others.  
For purposes of these capital standards, 
Tier 1 capital consists primarily of 
permanent stockholders' equity less 
intangible assets (other than certain 
mortgage servicing rights and purchased 
credit card relationships). Total capital 
consists primarily of Tier 1 capital plus 
certain other debt and equity instruments 
which do not qualify as Tier 1 capital and a 
portion of the company's allowance for loan 
and lease losses.  

	The risk-based and leverage standards 
described above are minimum requirements. 
Higher capital levels will be required if 
warranted by the particular circumstances or 
risk profiles of individual banking 
organizations. For example, the Federal 
Reserve's capital guidelines contemplate 
that additional capital may be required to 
take adequate account of, among other 
things, interest rate risk, or the risks 
posed by concentrations of credit, 
nontraditional activities or securities 
trading activities.  Further, any banking 
organization experiencing or anticipating 
significant growth would be expected to 
maintain capital ratios, including tangible 
capital positions (i.e., Tier 1 capital less 
all intangible assets), well above the 
minimum levels.
 
	Under the Federal Reserve's guidelines, 
the capital standards described above apply 
on a consolidated basis to bank holding 
companies that have more than $150 million 
in total consolidated assets, but generally 
apply on a bank-only basis to bank holding 
companies that, like the Company, have less 
than $150 million in total consolidated 
assets.  Nevertheless, as of December 31, 
1998, the Company's total capital of $13.2 
million is well in excess of the Federal 
Reserve Board's consolidated minimum capital 
requirements.
 
	Dividends.   The Delaware General 
Corporation Law (the "DGCL") allows the 
Company to pay dividends only out of its 
surplus (as defined and computed in 
accordance with the provisions of the DGCL) 
or if the Company has no such surplus, out 
of its net profits for the fiscal year in 
which the dividend is declared and/or the 
preceding fiscal year.  Additionally, the 
Federal Reserve has issued a policy 
statement with regard to the payment of cash 
dividends by bank holding companies.  The 
policy statement provides that a bank 
holding company should not pay cash 
dividends which exceed its net income or 
which can only be funded in ways that weaken 
the bank holding company's financial health, 
such as by borrowing.  The Federal Reserve 
also possesses enforcement powers over bank 
holding companies and their non-bank 
subsidiaries to prevent or remedy actions 
that represent unsafe or unsound practices 
or violations of applicable statutes and 
regulations.  Among these powers is the 
ability to proscribe the payment of 
dividends by banks and bank holding 
companies. 

	Federal Securities Regulation.  The 
Company's common stock is registered with 
the SEC under the Securities Exchange Act of 
1934, as amended (the "Exchange Act").  
Consequently, the Company is subject to the 
information, proxy solicitation, insider 
trading and other restrictions and 
requirements of the SEC under the Exchange 
Act.

The Bank

	General.  The Bank is a national bank, 
chartered by the OCC under the National Bank 
Act.  The Bank is a member of the FDIC's 
Bank Insurance Fund ("BIF") (but a portion 
of its deposits are deemed to be insured by 
the FDIC's Savings Association Insurance 
Fund ("SAIF")). The Bank is also a member of 
the Federal Reserve System.  As a federally-
insured national bank, the Bank is subject 
to the examination, supervision, reporting 
and enforcement requirements of the OCC, as 
the chartering authority for national banks, 
and the FDIC, as administrator of the BIF 
and the SAIF.  The Bank is also a member of 
the Federal Home Loan Bank System, which 
provides a central credit facility primarily 
for member institutions.
  
	Deposit Insurance.  As an FDIC-insured 
institution, the Bank is required to pay 
deposit insurance premium assessments to the 
FDIC.  The FDIC has adopted a risk-based 
assessment system under which all insured 
depository institutions are placed into one 
of nine categories and assessed insurance 
premiums based upon their respective levels 
of capital and results of supervisory 
evaluations.  Institutions classified as 
well-capitalized (as defined by the FDIC) 
and considered healthy pay the lowest 
premium while institutions that are less 
than adequately capitalized (as defined by 
the FDIC) and considered of substantial 
supervisory concern pay the highest premium.  
Risk classification of all insured 
institutions is made by the FDIC for each 
semi-annual assessment period.    

	During the year ended December 31, 
1998, BIF and SAIF assessments ranged from 
0% of deposits to 0.27% of deposits.  For 
the semi-annual assessment period beginning 
January 1, 1999, BIF and SAIF assessment 
rates will continue to range from 0% of 
deposits to 0.27% of deposits.

	The FDIC may terminate the deposit 
insurance of any insured depository 
institution if the FDIC determines, after a 
hearing, that the institution (i) has 
engaged or is engaging in unsafe or unsound 
practices, (ii) is in an unsafe or unsound 
condition to continue operations or (iii) 
has violated any applicable law, regulation, 
order, or any condition imposed in writing 
by, or written agreement with, the FDIC.  
The FDIC may also suspend deposit insurance 
temporarily during the hearing process for a 
permanent termination of insurance if the 
institution has no tangible capital.  
Management of the Company is not aware of 
any activity or condition that could result 
in termination of the deposit insurance of 
the Bank.

	FICO Assessments.  Since 1987, a 
portion of the deposit insurance assessments 
paid by SAIF members has been used to cover 
interest payments due on the outstanding 
obligations of the Financing Corporation 
("FICO").  FICO was created in 1987 to 
finance the recapitalization of the Federal 
Savings and Loan Insurance Corporation, the 
SAIF's predecessor insurance fund.  As a 
result of federal legislation enacted in 
1996, beginning as of January 1, 1997, both 
SAIF members and BIF members became subject 
to assessments to cover the interest 
payments on outstanding FICO obligations.  
These FICO assessments are in addition to 
amounts assessed by the FDIC for deposit 
insurance.  Until January 1, 2000, the FICO 
assessments made against BIF members may not 
exceed 20% of the amount of the FICO 
assessments made against SAIF members.  
Between January 1, 2000 and the final 
maturity of the outstanding FICO obligations 
in 2019, BIF members and SAIF members will 
share the cost of the interest on the FICO 
bonds on a pro rata basis.  During the year 
ended December 31, 1998, the FICO assessment 
rate for SAIF members ranged between 
approximately 0.061% of deposits and 
approximately 0.063% of deposits, while the 
FICO assessment rate for BIF members ranged 
between approximately 0.012% of deposits and 
approximately 0.013% of deposits.  During 
the year ended December 31, 1998, the Bank 
paid FICO assessments totaling $51,000.

	Supervisory Assessments.  All national 
banks are required to pay supervisory 
assessments to the OCC to fund the 
operations of the OCC.  The amount of the 
assessment is calculated using a formula 
which takes into account the bank's size and 
its supervisory condition (as determined by 
the composite rating assigned to the bank as 
a result of its most recent OCC 
examination).  During the year ended 
December 31, 1998, the Bank paid supervisory 
assessments to the OCC totaling $47,000.

	Capital Requirements.  The OCC has 
established the following minimum capital 
standards for national banks, such as the 
Bank: a leverage requirement consisting of a 
minimum ratio of Tier 1 capital to total 
assets of 3% for the most highly-rated banks 
with a minimum requirement of at least 4% 
for all others, and a risk-based capital 
requirement consisting of a minimum ratio of 
total capital to total risk-weighted assets 
of 8%, at least one-half of which must be 
Tier 1 capital.  For purposes of these 
capital standards, Tier 1 capital and total 
capital consist of substantially the same 
components as Tier 1 capital and total 
capital under the Federal Reserve's capital 
guidelines for bank holding companies (see 
"--The Company--Capital Requirements").  

	The capital requirements described 
above are minimum requirements.  Higher 
capital levels will be required if warranted 
by the particular circumstances or risk 
profiles of individual institutions.  For 
example, the regulations of the OCC provide 
that additional capital may be required to 
take adequate account of, among other 
things, interest rate risk or the risks 
posed by concentrations of credit, 
nontraditional activities or securities 
trading activities. 

	During the year ended December 31, 
1998, the Bank was not required by the OCC 
to increase its capital to an amount in 
excess of the minimum regulatory 
requirement.  As of December 31, 1998, the 
Bank exceeded its minimum regulatory capital 
requirements with a leverage ratio of 9.14% 
and a risk-based capital ratio of 17.35%.

	Federal law provides the federal 
banking regulators with broad power to take 
prompt corrective action to resolve the 
problems of undercapitalized institutions.  
The extent of the regulators' powers depends 
on whether the institution in question is 
"well capitalized," "adequately 
capitalized," "undercapitalized," 
"significantly undercapitalized" or 
"critically undercapitalized," in each case 
as defined by regulation.  Depending upon 
the capital category to which an institution 
is assigned, the regulators' corrective 
powers include:  requiring the institution 
to submit a capital restoration plan; 
limiting the institution's asset growth and 
restricting its activities; requiring the 
institution to issue additional capital 
stock (including additional voting stock) or 
to be acquired; restricting transactions 
between the institution and its affiliates; 
restricting the interest rate the 
institution may pay on deposits; ordering a 
new election of directors of the 
institution; requiring that senior executive 
officers or directors be dismissed; 
prohibiting the institution from accepting 
deposits from correspondent banks; requiring 
the institution to divest certain 
subsidiaries; prohibiting the payment of 
principal or interest on subordinated debt; 
and ultimately, appointing a receiver for 
the institution. As of December 31, 1998, 
the Bank was "well capitalized", as defined 
by OCC regulations.

	Dividends.  The National Bank Act 
imposes limitations on the amount of 
dividends that may be paid by a national 
bank, such as the Bank.  Generally, a 
national bank may pay dividends out of its 
undivided profits, in such amounts and at 
such times as the bank's board of directors 
deems prudent.  Without prior OCC approval, 
however, a national bank may not pay 
dividends in any calendar year which, in the 
aggregate, exceed the bank's year-to-date 
net income plus the bank's retained net 
income for the two preceding years.

	The payment of dividends by any 
financial institution or its holding company 
is affected by the requirement to maintain 
adequate capital pursuant to applicable 
capital adequacy guidelines and regulations, 
and a financial institution generally is 
prohibited from paying any dividends if, 
following payment thereof, the institution 
would be undercapitalized.  As described 
above, the Bank exceeded its minimum capital 
requirements under applicable guidelines as 
of December 31, 1998. Further, the Bank may 
not pay dividends in an amount which would 
reduce its capital below the amount required 
for the liquidation account established in 
connection with the Bank's conversion from 
the mutual to the stock form of ownership in 
1993.  As of December 31, 1998, 
approximately $.7 million was available to 
be paid as dividends to the Company by the 
Bank.  Notwithstanding the availability of 
funds for dividends, however, the OCC may 
prohibit the payment of any dividends by the 
Bank if the OCC determines such payment 
would constitute an unsafe or unsound 
practice.
	
	Insider Transactions.  The Bank is 
subject to certain restrictions imposed by 
federal law on extensions of credit to the 
Company and its subsidiaries, on investments 
in the stock or other securities of the 
Company and its subsidiaries and the 
acceptance of the stock or other securities 
of the Company or its subsidiaries as 
collateral for loans.  Certain limitations 
and reporting requirements are also placed 
on extensions of credit by the Bank to its 
directors and officers, to directors and 
officers of the Company and its 
subsidiaries, to principal stockholders of 
the Company, and to "related interests" of 
such directors, officers and principal 
stockholders.  In addition, federal law and 
regulations may affect the terms upon which 
any person becoming a director or officer of 
the Company or one of its subsidiaries or a 
principal stockholder of the Company may 
obtain credit from banks with which the Bank  
maintains a correspondent relationship.

	Safety and Soundness Standards.  The 
federal banking agencies have adopted 
guidelines which establish operational and 
managerial standards to promote the safety 
and soundness of federally insured 
depository institutions.  The guidelines set 
forth standards for internal controls, 
information systems, internal audit systems, 
loan documentation, credit underwriting, 
interest rate exposure, asset growth, 
compensation, fees and benefits, asset 
quality and earnings.  In addition, in 
October 1998, the federal banking regulators 
issued safety and soundness standards for 
achieving Year 2000 compliance, including 
standards for developing and managing Year 
2000 project plans, testing remediation 
efforts and planning for contingencies.

	In general, the safety and soundness 
guidelines prescribe the goals to be 
achieved in each area, and each institution 
is responsible for establishing its own 
procedures to achieve those goals.  If an 
institution fails to comply with any of the 
standards set forth in the guidelines, the 
institution's primary federal regulator may 
require the institution to submit a plan for 
achieving and maintaining compliance. If an 
institution fails to submit an acceptable 
compliance plan, or fails in any material 
respect to implement a compliance plan that 
has been accepted by its primary federal 
regulator, the regulator is required to 
issue an order directing the institution to 
cure the deficiency. Until the deficiency 
cited in the regulator's order is cured, the 
regulator may restrict the institution's 
rate of growth, require the institution to 
increase its capital, restrict the rates the 
institution pays on deposits or require the 
institution to take any action the regulator 
deems appropriate under the circumstances. 
Noncompliance with the standards established 
by the safety and soundness guidelines may 
also constitute grounds for other 
enforcement action by the federal banking 
regulators, including cease and desist 
orders and civil money penalty assessments.

	Branching Authority.  National banks 
headquartered in Kansas, such as the Bank, 
have the same branching rights in Kansas as 
banks chartered under Kansas law.  Kansas 
law grants Kansas-chartered banks the 
authority to establish branches anywhere in 
the State of Kansas, subject to receipt of 
all required regulatory approvals.

	Under the Riegle-Neal Interstate 
Banking and Branching Efficiency Act of 1994 
(the "Riegle-Neal Act"), both state and 
national banks are allowed to establish 
interstate branch networks through 
acquisitions of other banks, subject to 
certain conditions, including certain 
limitations on the aggregate amount of 
deposits that may be held by the surviving 
bank and all of its insured depository 
institution affiliates.  The establishment 
of new interstate branches or the 
acquisition of individual branches of a bank 
in another state (rather than the 
acquisition of an out-of-state bank in its 
entirety) is allowed by the Riegle-Neal Act 
only if specifically authorized by state 
law.  The legislation allowed individual 
states to "opt-out" of certain provisions of 
the Riegle-Neal Act by enacting appropriate 
legislation prior to June 1, 1997.  Kansas 
law permits interstate mergers to the extent 
authorized by the Riegle-Neal Act, so long 
as any Kansas bank involved has been in 
existence and operation for at least five 
years.

	Federal Reserve System.  Federal 
Reserve regulations, as presently in effect, 
require depository institutions to maintain 
non-interest earning reserves against their 
transaction accounts (primarily NOW and 
regular checking accounts), as follows:  for 
transaction accounts aggregating $46.5 
million or less, the reserve requirement is 
3% of total transaction accounts; and for 
transaction accounts aggregating in excess 
of $46.5 million, the reserve requirement is 
$1.395 million plus 10% of the aggregate 
amount of total transaction accounts in 
excess of $46.5 million.  The first $4.9 
million of otherwise reservable balances are 
exempted from the reserve requirements.  
These reserve requirements are subject to 
annual adjustment by the Federal Reserve.  
The Bank is in compliance with the foregoing 
requirements.

Tax Matters

	Under applicable provisions of the 
Internal Revenue Code of 1986, as amended 
("Code"), effective as of the date of the 
Association's conversion to a bank, a 
savings association that met certain 
definitional tests relating to the 
composition of its assets and the sources of 
its income ("qualifying savings 
association") was permitted to establish 
reserves for bad debts.  A qualifying 
savings association generally was permitted 
to make annual additions to such reserves 
under either the experience method or the 
percentage of taxable income method.  In 
1996, the percentage of taxable income 
method was repealed and savings associations 
were generally required to recapture their 
tax bad debt reserves in excess of a base 
year amount.

	Delaware imposes a franchise tax on 
corporations, such as the Company, that are 
incorporated under the laws of the state of 
Delaware.  The annual Delaware franchise tax 
is the least of three tax computations based 
on: (1) the number of shares of authorized 
capital stock, (2) the corporation's assumed 
capital, or (3) certain minimum and maximum 
limits.

	The state of Kansas imposes a privilege 
tax measured by net income on certain 
financial institutions, including both banks 
and savings and loan associations, doing 
business in Kansas.  The privilege tax 
consists of a normal state tax on the bank's 
"net income" and a surtax based on the 
bank's "net income" in excess of $25,000.  
In general, "net income" subject to the 
Kansas privilege tax is based on the 
taxpayer's Federal taxable income.  The Bank 
was also required to restate its tax bad 
debt reserves for purposes of the Kansas 
privilege tax.  The tax and financial 
statement impact of this restatement has 
been reflected in the use of an assumed 
combined federal and state tax rate of 38% 
in calculating the estimated impact of the 
restatement for federal tax purposes.


I.	Distribution of Assets, Liabilities, 
and Stockholders' Equity; Interest Rates and 
Interest Differentials

	The average balance sheets are 
incorporated by reference from the Company's 
1998 Annual Report to Stockholders (attached 
as Exhibit 13.1 hereto).  The following 
table describes the extent to which changes 
in interest income and interest expense for 
major components of interest-earning assets 
and interest-bearing liabilities affected 
the Bank's interest income and expense 
during the periods indicated.  The table 
distinguishes between (i) changes 
attributable to rate (changes in rate 
multiplied by prior volume), (ii) changes 
attributable to volume (changes in volume 
multiplied by prior rate), and (iii) net 
change (the sum of the previous columns).  
The net changes attributable to the combined 
effect of volume and rate, which cannot be 
segregated, have been allocated 
proportionately to the change due to volume 
and the change due to rate.

<TABLE>
<CAPTION>

December 1998 vs 1997   December 1997 vs 1996
Inc/(Decr)              Inc/(Decr)
Attributable to         Attributable to
Volume Rate Net         Volume Rate Net
(Dollars in thousands)  (Dollars in thousands)

<S>                     <C>    <C>     <C>    <C>  <C>    <C>
Interest income:
 Investment securities  $992   $(80)   $912   $14  $70    $84 
  Loans                1,429     19   1,448   104   71    175 
    Total              2,421    (61)  2,360   118  141    259 
Interest expense:
  Deposits            $1,296  $(111)  $1,185 $(31) $22   $(9)
  Other borrowings       334     36      370  (20)  18    (2)
    Total              1,630    (75)   1,555  (51)  40   (11)
Net interest income   $  791  $  14   $  805 $169 $101  $ 270 

</TABLE>

II.  Investment Portfolio

Investments

Investment Securities.  The following table 
sets forth the carrying value of the 
investment securities portfolio at the dates 
indicated.

<TABLE>
<CAPTION>

                      At December 31,
                   1998   1997   1996
                 (Dollars in thousands)

<S>                               <C>           <C>          <C>
Investment securities:
 U.S. government and agency
 obligations                   $18,062      $ 26,087      $ 16,965 
 Mortgage-backed securities     21,121        11,401        11,734 
  Municipal bonds                8,690         3,097         2,962 
  Bankers' acceptances           1,140           108           491 
  FHLB, Federal Reserve, 
  and Bankers Bank of 
  Kansas stock                   1,638         1,386         1,087 
    Total                      $50,651      $ 42,079      $ 33,239 

</TABLE>

As of December 31, 1998, the carrying value, 
maturities and the weighted average yields 
of investment securities were as follows:

<TABLE>
<CAPTION>

                        After One Year       After Five Years
     One Year or Less   Through Five Years   Through Ten Years   Total
     Amount     Yield   Amount       Yield   Amount      Yield   Amount Yield
                          (Dollars in thousands)

<S>          <C>   <C>   <C>     <C>    <C>  <C>  <C>   <C>

U.S. government
and agency
securities  $6,798 5.85% $11,264 5.84%    $-   -   $18,062  5.84%
Mortgage-
backed
securities   1,446 6.44%  19,149 6.07%    527 6.97% 21,122  6.12%
Municipal
bonds          714 6.14%   7,018 5.89%    957 5.89%  8,690  5.97%
Bankers'
acceptances  1,140 5.22%      -    -       -    -    1,140  5.22%
FHLB, Federal
Reserve, and
Bankers Bank of 
Kansas stock   444 7.00%      -    -    1,194 7.00%  1,638  7.00%
  Total    $10,542 5.93% $37,431 5.97% $2,678 6.80% $50,651 6.00%

With the exception of U.S. government and 
federal agency obligations, there were no 
investment securities of any single issuer 
the book value of which exceeded 10% of 
consolidated stockholders' equity at 
December 31, 1998.

</TABLE>

III.	Loan Portfolio
Loan Portfolio Composition.  The following 
table sets forth the composition of the loan 
portfolio by type of loan at the dates 
indicated.

<TABLE>
<CAPTION>

                       At December 31
                1998               1997               1996
                   Percent of         Percent of         Percent of
           Amount  Total      Amount  Total      Amount  Total
                         (Dollars in thousands)
   <S>                    <C>     <C>     <C>     <C>     <C>     <C>
Real estate loans:
Residential 1-4 family(1) $25,814 34.39%  $37,218 41.95%  $33,677 53.84%
Multi-family               $4,355  5.80     4,758  5.36     4,271  6.83   
Commercial real estate(2) $21,118 28.14    20,713 23.35    10,041 16.05   
Total real estate loans   $51,287 68.33    62,689 70.66    47,989 76.72   
Consumer loans             $5,818  7.75     6,357  7.16     4,696  7.51   
Commercial non-real 
estate loans              $17,131 22.83    18,305 20.63     7,410 11.42   
Student loans              $2,388  3.18     2,887  3.25     3,709  5.93   
Less:
Unearned fees,
discounts and premiums         88  0.12       120  0.18       151  0.24   
Undisbursed loan fund         191  0.25        59  0.01        14  0.02   
Allowance for loan losses   1,292  1.72     1,335  1.51       820  1.32   
Total loans              $75,053 100.00%  $88,724100.00%  $62,549 100.00%

(1)	Includes loans held for sale totaling 
$756,000, $744,000 and $180,000 at December 
31, 1998, 1997 and 1996, respectively.

(2)	Includes construction loans totaling 
$3,569,000, $2,162,000 and $2,706,000 at 
December 31, 1998, 1997 and 1996 
respectively.

</TABLE>

	The following table sets forth the 
contractual maturities of loans at December 
31, 1998.  The table does not include 
unscheduled prepayments.

<TABLE>
<CAPTION>

At December 31, 1998
(Dollars in thousands)

   Up to     After 1    After 3    After 5     10 through  Beyond
   1 year    to 3 years to 5 years to 10 years 20 years    20 years   Total

<S>               <C>     <C>    <C>    <C>      <C>      <C>    <C>

Real Estate loans $5,587  $2,716 $3,000 $10,240  $22,664  $7,080  $51,287 
Other loans        9,662   6,415  6,009   2,890      361     -     25,337 
Total           $ 15,249  $9,131 $9,009 $13,130  $23,025  $7,080  $76,624 
Less:
Unearned
discounts
and
deferred
loan fees                                                             88 
Undisbursed
loan funds                                                           191 
Allowance
for loan
losses                                                             1,292 
Loans, net                                                      $ 75,053 

</TABLE>

	The following table sets forth at 
December 31, 1998 the dollar amount of all 
loans due after December 31, 1999 and 
whether such loans had fixed interest rates 
or adjustable interest rates:

<TABLE>
<CAPTION>

              Fixed   Adjustable   Total
                (Dollars in thousands)
<S>               <C>            <C>           <C>

Real Estate loans $13,496     $28,204       $45,700 
Other loans        10,874       4,801        15,675 
Total             $24,370     $33,005       $61,375 

</TABLE>

Nonperforming Assets. The following table 
sets forth information with respect to 
nonperforming assets, including non-accrual 
loans and real estate acquired through 
foreclosure or by deed in lieu of 
foreclosure ("real estate owned").  Under 
the original terms of the Bank's non-accrual 
loans at December 31, 1998, interest earned 
on such loans during the year ended December 
31, 1998 would not have been significantly 
different than reported.  For each year 
shown, the Company had no loans greater than 
90 days past due which were still accruing 
interest.

<TABLE>
<CAPTION>

                            At December 31,
                 1998   1997   1996   1995   1994
                        (Dollars in thousands)

<S>             <C>     <C>     <C>     <C>     <C>

Total non-
accrual loans   $144   $172    $140    $39    $209 
Real estate
owned ("REO")      -    125      27      5      51 
Total 
nonperforming
assets          $144   $297    $167    $44    $260 
Nonperforming
assets to total 
adjusted loans  0.19%  0.34%  0.27%   0.07%  0.50%
Nonperforming
assets to
total assets    0.11%  0.21%  0.16%   0.04%  0.33%
Allowance for
loan losses
to non-accrual
loans and REO 897.22% 448.89% 490.88% 1,871.30% 216.15%

</TABLE>

IV.	Summary of Loan Loss Experience

Allowance for Losses on Loans and Real 
Estate.  The following table sets forth an 
analysis of the allowance for loan losses at 
the dates indicated.

<TABLE>
<CAPTION>

                           At December 31,
                    1998  1997  1996  1995  1994
                       (Dollars in thousands)

<S>                    <C>     <C>     <C>     <C>     <C>

Balance at beginning
of year             $1,335    $820    $826    $562    $587 
Provision for
loan losses: 
Mortgage loans          17      18       4      23       -   
Non-mortgage loans      73      42      11      17       5 
Total provision
for loan losses         90      60      15      40       5 
Allowance for loans
of acquired bank:
Allowance for
mortgage loans
of acquired bank        -       92      -      103       -   
Allowance for
non-mortgage loans
of acquired bank        -      369      -      126        -   
Total of allowance
for loans of acquired 
bank                    -      461      -      229        -   
Recoveries:
Mortgage loans         15        1      -        8       12 
Non-mortgage loans     23       10      6       16        4 
Total recoveries       38       11      6       24       16 
Charge-offs:
Mortgage loans          9        -      1       10       16 
Non-mortgage loans    162       17     26       19       30 
Total charge-offs     171       17     27       29       46 
Balance at end
of year            $1,292   $1,335   $820     $826     $562 
Ratio of allowance
for loan losses
to total out-
standing
loans (gross)       1.70%    1.48%   1.29%   1.30%     1.07%

Ratio of net
charge-offs
during the year
to average loans
outstanding 
during the year    0.16%     0.01%   0.03%   0.01%     0.06%
Ratio of allowance
for loan losses
to totalnon-
performing loans 897.22%   773.92%  584.91% 2,107.57%  269.00%

</TABLE>

The following table sets forth the 
allocation of the allowance for loan losses 
at the dates indicated by category of loans.  
This allocation reflects management's 
judgment as to risks inherent in the types 
of loans indicated, but the general reserves 
included in the table are not restricted and 
are available to absorb all loan losses.  
The amount allocated in the following table 
to any category should not be interpreted as 
an indication of expected actual charge-offs 
in that category.

<TABLE>
<CAPTION>

                            At December 31,
                     1998          1997               1996  
               % of Loans          % of Loans         % of Loans
               in Each             in Each            in Each
               Category to         Category to        Category to
               Total               Total               Total
       Amount  Loans       Amount   Loans    Amount    Loans
                          (Dollars in thousands)

<S>              <C>     <C>    <C>    <C>     <C>     <C>

Allocated to:
Mortgage loans $509      39%    $486   36%    $375     46%
Non-mortgage
loans           783      61      849   64      445     54   
Total  $      1,292     100%  $1,335  100%    $820    100%

</TABLE>

 V.	Average Deposits by Classification

	The following table sets forth the 
amounts of deposits by type of account at 
the dates indicated.

<TABLE>
<CAPTION>

                                   At December 31,
                 1998                    1997                   1996
       Average   % of  Average   Average % of  Average  Average % of  Average
       Balance   Total Rate      Balance Total Rate     Balance Total Rate
                               (Dollars in thousands)
<S>         <C>     <C>   <C>    <C>     <C>    <C>    <C>     <C>    <C>

Non-interest
demand     $10,677  8.94% 0.00%  $7,235  8.23%  0.00%  $5,995   6.87%  0.00%
Money market
deposits   17,866  14.97% 3.63%  15,378 17.50%  3.76%  15,984  18.31%  3.72%
Checking
/NOW       23,217  19.45% 3.73%  13,513 15.37%  3.75%  12,682  14.53%  3.87%
Savings     9,357   7.84% 3.11%   5,100  5.80%  2.44%   5,526   6.33%  2.48%
Certificates
of deposit 58,261  48.80% 5.54%  46,666  53.09% 5.66%  47,113  53.97%  5.60%
Total 
deposits $119,378 100.00% 4.22% $87,892 100.00% 4.38% $87,300 100.00%  4.42%

</TABLE>

As of December 31, 1998, the aggregate 
amount outstanding of jumbo certificates of 
deposit (amounts of $100,000 or more) was 
$7.8 million.  The following table presents 
the maturities of these time certificates of 
deposit at such date:

(Dollars in thousands)

3 months or less                      $3,663 
Over 3 months through 6 months           859 
Over 6 months through 12 months        2,305 
Over 12 months                         1,006 
Total                                 $7,833 

VI.	Return on Equity and Assets

<TABLE>
<CAPTION>

                     At or for the years ended December 31,
             1998   1997   1996   1995   1994

<S>                            <C>     <C>    <C>    <C>    <C>

Return on average assets           0.69%   1.03%  0.70%  0.78%  0.82%
Return on average equity           7.73    9.18   6.54   7.48   7.39   
Equity to total assets             9.75    8.48  10.96  10.68  11.72   
Dividend payout ratio             35.71   31.00  27.43  19.08  18.94   
Earnings per share before 
extraordinary item, basic(1)       0.72    0.80   0.53   0.58   0.58   
Earnings per share before
extraordinary item, diluted(1)     0.70    0.77   0.51   0.56   0.57   
Net earnings per share, basic(1)   0.72    0.80   0.53   0.58   0.55   
Net earnings per share, diluted(1) 0.70    0.77   0.51   0.56   0.54   

(1)	All per share amounts have been 
adjusted to give effect to the 5% stock 
dividends paid by the Company annually since 
1994 and the February, 1998 two-for-one 
stock split.

</TABLE>

ITEM 2.	PROPERTIES

The following table sets forth information 
concerning the offices of the Bank.

<TABLE>
<CAPTION>

                        				Year Opened
Address		                  	or Acquired		Square Footage		Title
<S>                           <C>           <C>         <C>
800 Poyntz Avenue
Manhattan, KS 66505      	    1974	        12,000       	Owned

1741 N. Washington
Auburn, KS 66402	             1991         	8,000       	Owned

6100 SW 21st Street	
Topeka, KS 66667             	1997         	3,500       	Leased

102 S 6th
Osage City, KS  66523         1997         	7,932        	Owned

</TABLE>

ITEM 3.	LEGAL PROCEEDINGS

There are no pending legal proceedings to 
which the Company or the Bank is a party, 
other than ordinary routine litigation 
incidental to the Bank's business.

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

None.

PART II.

ITEM 5.	MARKET FOR THE COMPANY'S COMMON 
STOCK AND RELATED STOCKHOLDER MATTERS

The Company incorporates by reference the 
information called for by Item 5 on this 
Form 10-K from the section captioned "Stock 
Price Information" of the Company's 1998 
Annual Report to Stockholders for the fiscal 
year ended December 31, 1998 (attached as 
Exhibit 13.1 hereto).

ITEM 6.	SELECTED FINANCIAL DATA

The Company incorporates by reference the 
information called for by Item 6 of this 
Form 10-K from the sections entitled 
"Selected Financial and Other Data" and 
"Management's Discussion and Analysis of 
Financial Condition and Results of 
Operations" of the Company's 1998 Annual 
Report to Stockholders for the fiscal year 
ended December 31, 1998 (attached as Exhibit 
13.1 hereto).

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

The Company incorporates by reference the 
information called for by Item 7 of this 
Form 10-K from the section entitled 
"Management's Discussion and Analysis of 
Financial Condition and Results of 
Operations" of the Company's 1998 Annual 
Report to Stockholders for the fiscal year 
ended December 31, 1998 (attached as Exhibit 
13.1 hereto).

ITEM 8.	FINANCIAL STATEMENTS AND 
SUPPLEMENTAL DATA

The Company incorporates by reference the 
information called for by Item 8 of this 
Form 10-K from the Financial Statements set 
forth in the Company's 1998 Annual Report to 
Stockholders for the fiscal year ended 
December 31, 1998 (attached as exhibit 13.1 
hereto).

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

None.

PART III.

ITEM 10.	DIRECTORS AND EXECUTIVE OFFICERS 
OF THE REGISTRANT

Directors

The Company incorporates by reference the 
information called for by Item 10 of this 
Form 10-K regarding directors of the Company 
from the section entitled "Election of 
Directors" of the Company's Proxy Statement 
for the annual meeting of stockholders to be 
held May 19, 1999 (the "1999 Proxy 
Statement") (attached as Exhibit 99.1 
hereto).

Section 16(a) of the Exchange Act requires 
that the Company's executive officers, 
directors and persons who own more than 10% 
of their Company's Common Stock file reports 
of ownership and changes in ownership with 
the Securities and Exchange Commission and 
with the exchange on which the Company's 
shares of Common Stock are traded.  Such 
persons are also required to furnish the 
Company with copies of all Section 16(a) 
forms they file.  Based solely on the 
Company's review of the copies of such 
forms, the Company is not aware that any of 
its directors and executive officers or 10% 
stockholders failed to comply with the 
filing requirements of Section 16(a) during 
the period commencing January 1, 1998 
through December 31, 1998.

Executive Officers

The executive officers of the Company, each 
of whom is also currently an executive 
officer of the Bank and both of whom serve 
at the discretion of the Board of Directors, 
are identified below:

<TABLE>
<CAPTION>
<S>                  <C>       <C>
Name	               		Age	     Positions with the Company

Patrick L. Alexander 	46     		President and Chief Executive Officer

Mark A. Herpich      	31	     	Vice President, Secretary,
                               Chief Financial Officer
                           				and Treasurer

</TABLE>

ITEM 11.	EXECUTIVE COMPENSATION

The Company incorporates by reference the 
information called for by Item 11 of this 
Form 10-K from the section entitled 
"Executive Compensation" of the 1999 Proxy 
Statement, except for information contained 
under the headings "Compensation Committee 
Report on Executive Compensation" and 
"Performance Graph".

ITEM 12.	SECURITY OWNERSHIP OF CERTAIN 
BENEFICIAL OWNERS AND MANAGEMENT

The Company incorporates by reference the 
information called for by Item 12 of this 
Form 10-K from the section entitled 
"Security Ownership of Certain Beneficial 
Owners" of the 1999 Proxy Statement.

ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED 
TRANSACTIONS

The Company incorporates by reference the 
information called for by Item 13 of this 
Form 10-K from the section entitled 
"Transactions with Directors, Officers and 
Associates" of the 1999 Proxy Statement.

PART IV

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

ITEM 14(a)1 and 2.  Financial Statements and 
Schedules

MNB BANCSHARES, INC. AND SUBSIDIARIES
LIST OF FINANCIAL STATEMENTS

The following audited Consolidated Financial 
Statements of the Company and its 
subsidiaries and related notes and auditors' 
report are incorporated by reference from 
the Company's 1998 Annual Report to 
Stockholders for the fiscal year ended 
December 31, 1998 (attached as Exhibit 13.1 
hereto).

	Report of Independent Public 
Accountants

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 Cash Flows - 
Years Ended December 31, 1998, 1997 and 1996

Notes to Consolidated Financial 
Statements

All schedules are omitted because they are 
not required or are not applicable or the 
required information is shown in the 
financial statements incorporated by 
reference or notes thereto.

Item 14(a)3.	Exhibits

The exhibits required by Item 601 of 
Regulation S-K are included with this Form 
10-K and are listed on the "Index to 
Exhibits" immediately following the 
signature page.

Item 14(b).	Reports on Form 8-K

None.

***
Upon written request to the President of the 
Company, P.O. Box 308, Manhattan, Kansas 
66505-0308, copies of the exhibits listed 
above are available to stockholders of the 
Company by specifically identifying each 
exhibit desired in the request.  A fee of 
$.20 per page of exhibit will be charged to 
stockholders requesting copies to cover 
copying and mailing costs.

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.

 MNB BANCSHARES, INC.
	(Registrant)

  By: /s/ Patrick L. Alexander
		By: /s/ Mark A. Herpich
          Patrick L. Alexander			     
          President and Chief Executive Officer
          Mark Herpich
    	     Principal Financial and Accounting 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.

<TABLE>
<CAPTION>

SIGNATURE		                DATE                   TITLE

<S>                        <C>                    <C>

/s/ Patrick L. Alexander   March 19, 1999         President, 
                                                  Chief Executive Officer
                                                  and Director

/s/ Susan E. Roepke        March 19, 1999         Director

/s/ Brent A. Bowman        March 19, 1999         Chairman of the Board

/s/ Joseph L. Downey       March 19, 1999         Director

/s/ Charles D. Green       March 19, 1999         Director

/s/ Vernon C. Larson       March 19, 1999         Director

/s/ Jerry R. Pettle        March 19, 1999         Director

/s/ Donald J. Wissman      March 19, 1999         Director

</TABLE>

<TABLE>
<CAPTION>
INDEX TO EXHIBITS

Exhibit	                                   		Sequential
Number	Description	                         	Page No.
<S>        <C>                               <C>
3.1	Articles of Incorporation of the         N/A
Company-Incorporated by reference from
Exhibit 3.1 of	the Form S-1 of the
Company, as amended,	filed on 
September 3, 1992 (Registration No.
33-51710)

3.2	Bylaws of the Company-Incorporated by	   N/A
reference from Exhibit 3.2 of the Form 
S-1 of the Company, as amended, filed on 
September 3, 1992 (Registration No. 33-
51710)

4.1	Specimen Common Stock Certificate of     N/A
the	Company-Incorporated by Reference from 
Exhibit 4.1 of the Form S-1 of the 
Company, as amended, filed on September 3,
1994	(Registration No. 33-51710)

10.1	MNB Bancshares, Inc. 1992 Stock Option	 N/A
Plan-Incorporated by reference from 
Exhibit A to the Company's Proxy 
Statement	for the Annual Meeting of Stockholders 
held	May 17, 1994

10.2	Stock Option Agreement between the      N/A
Company	and Patrick L. Alexander-Incorporated 
by	reference from Exhibit 10.2 to Form 10-
K dated	March 26, 1994

10.3	Stock Option Agreement between the      N/A
Company	and Vernon C. Larson-Incorporated by
reference from Exhibit 10.3 to Form 10-
K dated	March 26, 1994

10.4	Stock Option Agreement between the      N/A
Company	and Brent A. Bowman-Incorporated by
reference from Exhibit 10.4 to Form 10-
K dated	March 26, 1994

10.5	Stock Option Agreement between the      N/A
Company	and Charles D. Green-Incorporated by
reference from Exhibit 10.6 to Form 10-
K dated	March 26, 1994

10.6	Stock Option Agreement between the      N/A
Company	and Jerry R. Pettle-Incorporated by
reference from Exhibit 10.9 to Form 10-
K dated	March 26, 1994

10.7	Stock Option Agreement between the      N/A
Company	and Susan E. Roepke-Incorporated by
reference from Exhibit 10.11 to Form 
10-K dated	March 26, 1994

10.8	Stock Option Agreement between the      N/A
Company	and Michael R. Toy-Incorporated by
reference from Exhibit 10.13 to Form 
10-K dated	March 26, 1994

10.9	Stock Option Agreement between the     N/A
Company	and Dennis D. Wohler-Incorporated by
reference from Exhibit 10.14 to Form 
10-K dated	March 26, 1994

10.10	Employment Agreement among the       N/A
Company,	Security National Bank and Patrick L.
Alexander-Incorporated by reference 
from	Exhibit 10.15 to Form 10-K dated March 
26,	1994

10.11	Security National Bank Deferred       N/A
Compensation	Plan, dated December 21, 1994-
Incorporated 	by reference from Exhibit 10.20 dated 
March 26,	1994

10.12	Stock Option Agreement between the    N/A
Company	and Michael E. Scheopner-Dated May 13, 
1996	Incorporated by reference from Exhibit 
10.15	to Form 10-K dated March 31, 1997.

10.13	Stock Option Agreement between the 
Company	and Mark A. Herpich-Dated November 4, 
1998

10.14	Stock Option Agreement between the 
Company	and Dean R. Thibault-Dated November 4, 
1998

10.15	Stock Option Agreement between the 
Company	and David Salisbury-Dated November 4, 
1998
	
10.16	Stock Option Agreement between the 
Company	and Sandra Falen-Dated November 4, 1998
	
10.17	Stock Option Agreement between the 
Company	and Marcia Kemper-Dated November 4, 
1998
	
13.1	1998 Annual Report to Stockholders of 
the Company	for the fiscal year ended December 31, 
1998

21.1	Subsidiaries of the Company 

23.1	Consent of KPMG LLP

27.1	Financial Data Schedule

99.1	Proxy Statement of the Company for the 
Annual	Meeting of Stockholders to be held May 
19, 1999
</TABLE>

EXHIBIT 10.13

MNB BANCSHARES, INC.
1992 STOCK OPTION PLAN

STOCK OPTION AGREEMENT

 1.	A STOCK OPTION to acquire 2321 
shares (hereinafter referred to as "Shares") 
of Common Stock of MNB BANCSHARES, INC. 
(hereinafter referred to as the "Company") 
is hereby granted to Mark Herpich 
(hereinafter referred to as the "Optionee"), 
subject in all respects to the terms and 
conditions of the MNB BANCSHARES, INC. 1992 
STOCK OPTION PLAN (hereinafter referred to 
as the "Plan") and such other terms and 
conditions as are set forth herein.

	2.	This Option is not intended to 
constitute an Incentive Stock Option under 
Section 422 (b) of the Internal Revenue Code 
of 1986.

	3.	The option price as determined by
the Board of Directors of the Company (the 
"Board") is Thirteen Dollars and 12.5/100 
($13.125) per Share.

4.  This option may be exercised in 
accordance with the following table:

DATE                               NUMBER OF SHARES	
      		                           EXERCISABLE

11/4/1999				                     	465
11/4/2000				                     	464
11/4/2001				                     	464
11/4/2002				                     	464
11/4/2003				                     	464

	In the event of a Change of Control, 
this Option shall become immediately and 
fully exercisable.  A "Change of Control" 
shall be deemed to have occurred if:

	(i)	as a result of, or in 
connection with, any tender offer or 		
exchange offer, merger or 
other business combination, sale 			
of assets or contested election, 
or any combination of the 				
foregoing transaction (the 
"Transaction"), the persons who 			
were directors of the Company 
before the Transaction shall 				
cease to constitute a majority of the 
Board or any successor 				
to the Company, unless the election, or 
nomination for election by the stockholders, of any 
new director was	approved by a vote of a majority of the 
Board, then such	new director shall, for purposes of the Plan, be 
considered	as a member of the Board;

	(ii)	the Company is merged or 
consolidated with another 				
corporation and as a result of the 
merger or consolidation less than sixty-seven 
percent (67%) of the outstanding 			
voting securities of the surviving or resulting corporation 		
shall then be owned in the aggregate by the former 				
stockholders of the Company, other than (a) affiliates 				
within the meaning of the Securities and Exchange Act of 			
1934 or (b) any party to the merger or consolidation;

 (iii)	a tender offer or exchange offer is made and consummated 		
for the ownership of securities of the Company 				
representing thirty-three percent (33%) or more of the 				
combined voting power of the Company's then outstanding 				
voting securities; or 

	(iv)	the Company transfers 
substantially all of its assets to 		
another corporation which is not a wholly-owned 				
subsidiary of the Company.

Notwithstanding the foregoing, a Change of 
Control shall not be deemed to occur solely 
because thirty-three percent (33%) or more 
of the combined voting power of the 
Company's then outstanding voting securities 
are acquired by (a) a trustee or other 
fiduciary holding securities under one or 
more employee benefit plans maintaining for 
employees benefit plans maintained for 
employees of the Company or (b) any 
corporation which, immediately prior to such 
acquisition, is owned directly or indirectly 
by the stockholders of the Company in the 
same proportion as their ownership of stock 
immediately prior to such acquisition.

	5.	This Option may not be exercised 
if the issuance of Shares upon such exercise 
would constitute a violation of any 
applicable federal or state securities law, 
or any other valid law or regulation.  As a 
condition to the exercise of this Option, 
the Optionee shall represent to the Company 
that the Shares being acquired under this 
Option are for investment and not with a 
present view for distribution or resale, 
unless counsel for the Company is then of 
the opinion that such a representation is 
not required under any applicable law, 
regulation or rule of any governmental 
agency.

	6.	This Option may not be transferred 
in any manner and may be exercised during 
the lifetime of the Optionee only by him.  
The terms of this Option shall be binding 
upon the Optionee's executors, 
administrators, heirs, assigns and 
successors.

	7.	This Option may not be exercised 
more than 10 years after the date indicated 
below and may be exercised during such term 
only in accordance with the terms and 
conditions set forth in the Plan.

Dated: November 4, 1998.

						MNB 
BANCSHARES, INC.

						BY: 
_____________________
Chairman of the Board


ATTEST:

	The Optionee acknowledges that he has 
received a copy of the Plan and is familiar 
with the terms and conditions set forth 
therein.  The Optionee agrees to accept as 
binding, conclusive, and final all decisions 
and interpretations of the Committee.  As a 
condition to the exercise of this Option, 
the Optionee authorizes the Company to 
withhold from any regular cash compensation 
payable by the Company any taxes required to 
be withheld under any federal, state or 
local law as a result of exercising this 
Option.

Dated: November 4, 1998

						BY: 
____________________
	Optionee 

(To be executed in duplicate)

EXHIBIT 10.14

MNB BANCSHARES, INC.
1992 STOCK OPTION PLAN

STOCK OPTION AGREEMENT

	1.	A STOCK OPTION to acquire 500 
shares (hereinafter referred to as "Shares") 
of Common Stock of MNB BANCSHARES, INC. 
(hereinafter referred to as the "Company") 
is hereby granted to Dean R. Thibault 
(hereinafter referred to as the "Optionee"), 
subject in all respects to the terms and 
conditions of the MNB BANCSHARES, INC. 1992 
STOCK OPTION PLAN (hereinafter referred to 
as the "Plan") and such other terms and 
conditions as are set forth herein.

	2.	This Option is not intended to 
constitute an Incentive Stock Option under 
Section 422 (b) of the Internal Revenue Code 
of 1986.

	3.	The option price as determined by 
the Board of Directors of the Company (the 
"Board") is Thirteen Dollars and 12.5/100 
($13.125) per Share.

	4.	This Option may be exercised in 
accordance with the following table:

DATE                                    	NUMBER OF SHARES   	                  
                                         EXERCISABLE

	11/4/1999					                           100
 11/4/2000				                       	    100
	11/4/2001                               	100
	11/4/2002                               	100
	11/4/2003                               	100

	In the event of a Change of Control, 
this Option shall become immediately and 
fully exercisable.  A "Change of Control" 
shall be deemed to have occurred if:

	(i)	as a result of, or in 
connection with, any tender offer or 		
exchange offer, merger or 
other business combination, sale 			
of assets or contested election, 
or any combination of the 				
foregoing transaction (the 
"Transaction"), the persons who 			
were directors of the Company 
before the Transaction shall 				
cease to constitute a majority of the 
Board or any successor 				
to the Company, unless the election, or 
nomination for 				
election by the stockholders, of any 
new director was 				
approved by a vote of a majority of the 
Board, then such	new 
director shall, for purposes of the Plan, be 
considered as a 
member of the Board;

	(ii)	the Company is merged or 
consolidated with another 				
corporation and as a result of the 
merger or consolidation
less than sixty-seven 
percent (67%) of the outstanding 			
voting securities of the 
surviving or resulting corporation 		
shall then be owned in 
the aggregate by the former 				
stockholders of the Company, 
other than (a) affiliates 				
within the meaning of the 
Securities and Exchange Act of 			
1934 or (b) any party to the 
merger or consolidation;

	(iii)	a tender offer or 
exchange offer is made and consummated 		
for the ownership of 
securities of the Company 				
representing thirty-three 
percent (33%) or more of the 				
combined voting power of the 
Company's then outstanding 				
voting securities; or 

	(iv)	the Company transfers 
substantially all of its assets to 		
another corporation 
which is not a wholly-owned 				
subsidiary of the Company.

Notwithstanding the foregoing, a Change of 
Control shall not be deemed to occur solely 
because thirty-three percent (33%) or more 
of the combined voting power of the 
Company's then outstanding voting securities 
are acquired by (a) a trustee or other 
fiduciary holding securities under one or 
more employee benefit plans maintaining for 
employees benefit plans maintained for 
employees of the Company or (b) any 
corporation which, immediately prior to such 
acquisition, is owned directly or indirectly 
by the stockholders of the Company in the 
same proportion as their ownership of stock 
immediately prior to such acquisition.

	5.	This Option may not be exercised 
if the issuance of Shares upon such exercise 
would constitute a violation of any 
applicable federal or state securities law, 
or any other valid law or regulation.  As a 
condition to the exercise of this Option, 
the Optionee shall represent to the Company 
that the Shares being acquired under this 
Option are for investment and not with a 
present view for distribution or resale, 
unless counsel for the Company is then of 
the opinion that such a representation is 
not required under any applicable law, 
regulation or rule of any governmental 
agency.

	6.	This Option may not be transferred 
in any manner and may be exercised during 
the lifetime of the Optionee only by him.  
The terms of this Option shall be binding 
upon the Optionee's executors, 
administrators, heirs, assigns and 
successors.

	7.	This Option may not be exercised 
more than 10 years after the date indicated 
below and may be exercised during such term 
only in accordance with the terms and 
conditions set forth in the Plan.

Dated: November 4, 1998.

					MNB 
BANCSHARES, INC.

						BY: 
_____________________
Chairman of the Board

ATTEST:

	The Optionee acknowledges that he has 
received a copy of the Plan and is familiar 
with the terms and conditions set forth 
therein.  The Optionee agrees to accept as 
binding, conclusive, and final all decisions 
and interpretations of the Committee.  As a 
condition to the exercise of this Option, 
the Optionee authorizes the Company to 
withhold from any regular cash compensation 
payable by the Company any taxes required to 
be withheld under any federal, state or 
local law as a result of exercising this 
Option.

Dated: November 4, 1998

					BY: 
____________________
	Optionee 

(To be executed in duplicate)

EXHIBIT 10.15

MNB BANCSHARES, INC.
1992 STOCK OPTION PLAN

STOCK OPTION AGREEMENT

	1.	A STOCK OPTION to acquire 500 
shares (hereinafter referred to as "Shares") 
of Common Stock of MNB BANCSHARES, INC. 
(hereinafter referred to as the "Company") 
is hereby granted to David Salisbury 
(hereinafter referred to as the "Optionee"), 
subject in all respects to the terms and 
conditions of the MNB BANCSHARES, INC. 1992 
STOCK OPTION PLAN (hereinafter referred to 
as the "Plan") and such other terms and 
conditions as are set forth herein.

	2.	This Option is not intended to 
constitute an Incentive Stock Option under 
Section 422 (b) of the Internal Revenue Code 
of 1986.

	3.	The option price as determined by 
the Board of Directors of the Company (the 
"Board") is Thirteen Dollars and 12.5/100 
($13.125) per Share.

	4.	This Option may be exercised in 
accordance with the following table:

DATE                                      	NUMBER OF SHARES	                  
                                           EXERCISABLE

			11/4/1999				                           	100
			11/4/2000				                           	100
			11/4/2001				                           	100
			11/4/2002				                           	100
			11/4/2003				                           	100

	In the event of a Change of Control, 
this Option shall become immediately and 
fully exercisable.  A "Change of Control" 
shall be deemed to have occurred if:

	(i)	as a result of, or in 
connection with, any tender offer or 		
exchange offer, merger or 
other business combination, sale 			
of assets or contested election, 
or any combination of the 				
foregoing transaction (the 
"Transaction"), the persons who 			
were directors of the Company 
before the Transaction shall 				
cease to constitute a majority of the 
Board or any successor 				
to the Company, unless the election, or 
nomination for 				
election by the stockholders, of any 
new director was 				
approved by a vote of a majority of the 
Board, then such new 
director shall, for purposes of the Plan, be 
considered	as a 
member of the Board;

	(ii)	the Company is merged or 
consolidated with another 				
corporation and as a result of the 
merger or consolidation
less than sixty-seven 
percent (67%) of the outstanding 			
voting securities of the 
surviving or resulting corporation 		
shall then be owned in 
the aggregate by the former 				
stockholders of the Company, 
other than (a) affiliates 				
within the meaning of the 
Securities and Exchange Act of 			
1934 or (b) any party to the 
merger or consolidation;

	(iii)	a tender offer or 
exchange offer is made and consummated 		
for the ownership of 
securities of the Company 				
representing thirty-three 
percent (33%) or more of the 				
combined voting power of the 
Company's then outstanding 				
voting securities; or 

	(iv)	the Company transfers 
substantially all of its assets to 		
another corporation 
which is not a wholly-owned 				
subsidiary of the Company.

Notwithstanding the foregoing, a Change of 
Control shall not be deemed to occur solely 
because thirty-three percent (33%) or more 
of the combined voting power of the 
Company's then outstanding voting securities 
are acquired by (a) a trustee or other 
fiduciary holding securities under one or 
more employee benefit plans maintaining for 
employees benefit plans maintained for 
employees of the Company or (b) any 
corporation which, immediately prior to such 
acquisition, is owned directly or indirectly 
by the stockholders of the Company in the 
same proportion as their ownership of stock 
immediately prior to such acquisition.

	5.	This Option may not be exercised 
if the issuance of Shares upon such exercise 
would constitute a violation of any 
applicable federal or state securities law, 
or any other valid law or regulation.  As a 
condition to the exercise of this Option, 
the Optionee shall represent to the Company 
that the Shares being acquired under this 
Option are for investment and not with a 
present view for distribution or resale, 
unless counsel for the Company is then of 
the opinion that such a representation is 
not required under any applicable law, 
regulation or rule of any governmental 
agency.

	6.	This Option may not be transferred 
in any manner and may be exercised during 
the lifetime of the Optionee only by him.  
The terms of this Option shall be binding 
upon the Optionee's executors, 
administrators, heirs, assigns and 
successors.

	7.	This Option may not be exercised 
more than 10 years after the date indicated 
below and may be exercised during such term 
only in accordance with the terms and 
conditions set forth in the Plan.

Dated: November 4, 1998.

						MNB 
BANCSHARES, INC.

						BY: 
_____________________
Chairman of the Board

ATTEST:

	The Optionee acknowledges that he has 
received a copy of the Plan and is familiar 
with the terms and conditions set forth 
therein.  The Optionee agrees to accept as 
binding, conclusive, and final all decisions 
and interpretations of the Committee.  As a 
condition to the exercise of this Option, 
the Optionee authorizes the Company to 
withhold from any regular cash compensation 
payable by the Company any taxes required to 
be withheld under any federal, state or 
local law as a result of exercising this 
Option.

Dated: November 4, 1998

						BY: 
____________________
	Optionee 

(To be executed in duplicate)

EXHIBIT 10.16

MNB BANCSHARES, INC.
1992 STOCK OPTION PLAN

STOCK OPTION AGREEMENT

	1.	A STOCK OPTION to acquire 500 
shares (hereinafter referred to as "Shares") 
of Common Stock of MNB BANCSHARES, INC. 
(hereinafter referred to as the "Company") 
is hereby granted to Sandra Falen 
(hereinafter referred to as the "Optionee"), 
subject in all respects to the terms and 
conditions of the MNB BANCSHARES, INC. 1992 
STOCK OPTION PLAN (hereinafter referred to 
as the "Plan") and such other terms and 
conditions as are set forth herein.

	2.	This Option is not intended to 
constitute an Incentive Stock Option under 
Section 422 (b) of the Internal Revenue Code 
of 1986.

	3.	The option price as determined by 
the Board of Directors of the Company (the 
"Board") is Thirteen Dollars and 12.5/100 
($13.125) per Share.

	4.	This Option may be exercised in 
accordance with the following table:

DATE                      NUMBER OF SHARES                            
                          EXERCISABLE

		11/4/1999				           	100
		11/4/2000               	100
		11/4/2001               	100
		11/4/2002                100
		11/4/2003                100

	In the event of a Change of Control, 
this Option shall become immediately and 
fully exercisable.  A "Change of Control" 
shall be deemed to have occurred if:

	(i)	as a result of, or in 
connection with, any tender offer or 		
exchange offer, merger or 
other business combination, sale 			
of assets or contested election, 
or any combination of the 				
foregoing transaction (the 
"Transaction"), the persons who 			
were directors of the Company 
before the Transaction shall 				
cease to constitute a majority of the 
Board or any successor 				
to the Company, unless the election, or 
nomination for 				
election by the stockholders, of any 
new director was 				
approved by a vote of a majority of the 
Board, then such	new 
director shall, for purposes of the Plan, be 
considered	as a 
member of the Board;

	(ii)	the Company is merged or 
consolidated with another 				
corporation and as a result of the 
merger or consolidation
less than sixty-seven 
percent (67%) of the outstanding 			
voting securities of the 
surviving or resulting corporation 		
shall then be owned in 
the aggregate by the former 				
stockholders of the Company, 
other than (a) affiliates 				
within the meaning of the 
Securities and Exchange Act of 			
1934 or (b) any party to the 
merger or consolidation;

	(iii)	a tender offer or 
exchange offer is made and consummated 		
for the ownership of 
securities of the Company 				
representing thirty-three 
percent (33%) or more of the 				
combined voting power of the 
Company's then outstanding 				
voting securities; or 

	(iv)	the Company transfers 
substantially all of its assets to 		
another corporation 
which is not a wholly-owned 				
subsidiary of the Company.

Notwithstanding the foregoing, a Change of 
Control shall not be deemed to occur solely 
because thirty-three percent (33%) or more 
of the combined voting power of the 
Company's then outstanding voting securities 
are acquired by (a) a trustee or other 
fiduciary holding securities under one or 
more employee benefit plans maintaining for 
employees benefit plans maintained for 
employees of the Company or (b) any 
corporation which, immediately prior to such 
acquisition, is owned directly or indirectly 
by the stockholders of the Company in the 
same proportion as their ownership of stock 
immediately prior to such acquisition.

	5.	This Option may not be exercised 
if the issuance of Shares upon such exercise 
would constitute a violation of any 
applicable federal or state securities law, 
or any other valid law or regulation.  As a 
condition to the exercise of this Option, 
the Optionee shall represent to the Company 
that the Shares being acquired under this 
Option are for investment and not with a 
present view for distribution or resale, 
unless counsel for the Company is then of 
the opinion that such a representation is 
not required under any applicable law, 
regulation or rule of any governmental 
agency.

	6.	This Option may not be transferred 
in any manner and may be exercised during 
the lifetime of the Optionee only by him.  
The terms of this Option shall be binding 
upon the Optionee's executors, 
administrators, heirs, assigns and 
successors.

	7.	This Option may not be exercised 
more than 10 years after the date indicated 
below and may be exercised during such term 
only in accordance with the terms and 
conditions set forth in the Plan.

Dated: November 4, 1998.

MNB BANCSHARES, INC.

						BY: 
_____________________
	Chairman of the Board

ATTEST:

	The Optionee acknowledges that he has 
received a copy of the Plan and is familiar 
with the terms and conditions set forth 
therein.  The Optionee agrees to accept as 
binding, conclusive, and final all decisions 
and interpretations of the Committee.  As a 
condition to the exercise of this Option, 
the Optionee authorizes the Company to 
withhold from any regular cash compensation 
payable by the Company any taxes required to 
be withheld under any federal, state or 
local law as a result of exercising this 
Option.

Dated: November 4, 1998

						BY: 
____________________
	Optionee 

(To be executed in duplicate)

EXHIBIT 10.17

MNB BANCSHARES, INC.
1992 STOCK OPTION PLAN

STOCK OPTION AGREEMENT

	1.	A STOCK OPTION to acquire 250 
shares (hereinafter referred to as "Shares") 
of Common Stock of MNB BANCSHARES, INC. 
(hereinafter referred to as the "Company") 
is hereby granted to Marcia Kemper 
(hereinafter referred to as the "Optionee"), 
subject in all respects to the terms and 
conditions of the MNB BANCSHARES, INC. 1992 
STOCK OPTION PLAN (hereinafter referred to 
as the "Plan") and such other terms and 
conditions as are set forth herein.

	2.	This Option is not intended to 
constitute an Incentive Stock Option under 
Section 422 (b) of the Internal Revenue Code 
of 1986.

	3.	The option price as determined by 
the Board of Directors of the Company (the 
"Board") is Thirteen Dollars and 12.5/100 
($13.125) per Share.

	4.	This Option may be exercised in 
accordance with the following table:

DATE                      	NUMBER OF SHARES                          
                           EXERCISABLE

			11/4/1999				          	50
			11/4/2000				          	50
			11/4/2001				          	50
			11/4/2002				          	50
			11/4/2003				          	50

	In the event of a Change of Control, 
this Option shall become immediately and 
fully exercisable.  A "Change of Control" 
shall be deemed to have occurred if:

	(i)	as a result of, or in 
connection with, any tender offer or 		
exchange offer, merger or 
other business combination, sale 			
of assets or contested election, 
or any combination of the 				
foregoing transaction (the 
"Transaction"), the persons who 			
were directors of the Company 
before the Transaction shall 				
cease to constitute a majority of the 
Board or any successor 				
to the Company, unless the election, or 
nomination for 				
election by the stockholders, of any 
new director was 				
approved by a vote of a majority of the 
Board, then such new 
director shall, for purposes of the Plan, be 
considered	as a 
member of the Board;

 (ii)	the Company is merged or 
consolidated with another 				
corporation and as a result of the 
merger or consolidation
less than sixty-seven 
percent (67%) of the outstanding 			
voting securities of the 
surviving or resulting corporation 		
shall then be owned in 
the aggregate by the former 				
stockholders of the Company, 
other than (a) affiliates 				
within the meaning of the 
Securities and Exchange Act of 			
1934 or (b) any party to the 
merger or consolidation;

	(iii)	a tender offer or 
exchange offer is made and consummated 		
for the ownership of 
securities of the Company 				
representing thirty-three 
percent (33%) or more of the 				
combined voting power of the 
Company's then outstanding 				
voting securities; or 

	(iv)	the Company transfers 
substantially all of its assets to 		
another corporation 
which is not a wholly-owned 				
subsidiary of the Company.

Notwithstanding the foregoing, a Change of 
Control shall not be deemed to occur solely 
because thirty-three percent (33%) or more 
of the combined voting power of the 
Company's then outstanding voting securities 
are acquired by (a) a trustee or other 
fiduciary holding securities under one or 
more employee benefit plans maintaining for 
employees benefit plans maintained for 
employees of the Company or (b) any 
corporation which, immediately prior to such 
acquisition, is owned directly or indirectly 
by the stockholders of the Company in the 
same proportion as their ownership of stock 
immediately prior to such acquisition.

	5.	This Option may not be exercised 
if the issuance of Shares upon such exercise 
would constitute a violation of any 
applicable federal or state securities law, 
or any other valid law or regulation.  As a 
condition to the exercise of this Option, 
the Optionee shall represent to the Company 
that the Shares being acquired under this 
Option are for investment and not with a 
present view for distribution or resale, 
unless counsel for the Company is then of 
the opinion that such a representation is 
not required under any applicable law, 
regulation or rule of any governmental 
agency.

	6.	This Option may not be transferred 
in any manner and may be exercised during 
the lifetime of the Optionee only by him.  
The terms of this Option shall be binding 
upon the Optionee's executors, 
administrators, heirs, assigns and 
successors.

	7.	This Option may not be exercised 
more than 10 years after the date indicated 
below and may be exercised during such term 
only in accordance with the terms and 
conditions set forth in the Plan.

Dated: November 4, 1998.

MNB BANCSHARES, INC.

						BY: 
_____________________
	Chairman of the Board

ATTEST:

	The Optionee acknowledges that he has 
received a copy of the Plan and is familiar 
with the terms and conditions set forth 
therein.  The Optionee agrees to accept as 
binding, conclusive, and final all decisions 
and interpretations of the Committee.  As a 
condition to the exercise of this Option, 
the Optionee authorizes the Company to 
withhold from any regular cash compensation 
payable by the Company any taxes required to 
be withheld under any federal, state or 
local law as a result of exercising this 
Option.

Dated: November 4, 1998

						BY: 
____________________
	Optionee 

(To be executed in duplicate)

EXHIBIT 13.1

CORPORATE PROFILE

	MNB Bancshares, Inc. (the "Company") is 
a bank holding company which is 
headquartered in Manhattan, Kansas.  Its 
wholly-owned subsidiary, Security National 
Bank (the "Bank"), also has its home office 
in Manhattan, Kansas, with branch offices 
operating in Auburn, Osage City, and Topeka, 
Kansas. The Bank is dedicated to providing 
quality services to its local communities 
and continues to originate commercial real 
estate and non real estate loans, small 
business loans, residential mortgage loans, 
consumer loans, home equity loans, and 
student loans.
	
	The Company was first listed on the 
Nasdaq Stock Market Small-Cap Market System 
in 1993 (symbol "MNBB", with a newspaper 
abbreviation of "MNB Bn").  The Company was 
formed in 1992 to become the holding company 
for the Bank, which was converted from a 
federal mutual savings association.

	Since its listing on Nasdaq, the 
Company has nearly doubled in size and has 
entered numerous markets outside of 
Manhattan through a series of acquisitions 
and start-up branches.  The Company's 
continuing focus is to concentrate on being 
the premier community banking organization 
in the markets it currently serves and is 
continuing to explore and evaluate 
opportunities to expand and provide its 
services to new complimentary markets, 
through strategic acquisitions and 
establishing de novo branches where 
appropriate, in an effort to enhance its 
asset base, long-term earnings and 
resources.

TO OUR STOCKHOLDERS, CUSTOMERS, AND FRIENDS

	1998 was a year of preparation for MNB 
Bancshares, Inc. as we positioned your 
company for continued growth, profitability, 
and financial strength in a financial 
services environment that is changing at an 
unprecedented  pace.  During this year we 
have dramatically strengthened our 
management team, enhanced our asset quality 
and underwriting standards, and assimilated 
our December 31, 1997 acquisition of Freedom 
Bancshares, Inc. into our company's 
operations.  Additionally, we have 
evaluated, tested and made all of our 
mission critical computer systems and 
software applications compliant for the Year 
2000.  While we feel very good about these 
accomplishments, we were disappointed that 
earnings slipped approximately 8%, to 
slightly under $1 million.  However, we feel 
confident that these investments in people 
and systems infrastructure will serve us 
well and provide the foundation for 
continued growth and profitability in the 
future.

	The decision was made in the latter 
part of 1997 that our management team needed 
to be enhanced and strengthened if we were 
to continue to grow and diversify our 
balance sheet, build a portfolio of high 
quality loans, and improve profitability.  
Our goal was to establish high caliber, 
experienced leadership in all of our banking 
markets to execute our strategy of 
personalized service and local decision 
making in each of our community banks.  We 
accomplished this goal and now have 
outstanding leadership in place throughout 
our organization who subscribe to our vision 
of responsive, personalized community 
banking.  While the investment required to 
attract these individuals was not 
inexpensive, we felt that it was a sound and 
proper allocation of corporate resources 
that will yield dividends in the future.

	MNB Bancshares, Inc. has a tradition of 
high asset quality.  Your company, as well 
as the rest of the nation, has enjoyed an 
extended period of economic prosperity.  
During this period of time competition for 
loans has intensified.  During 1998, banking 
regulators issued industry warnings 
concerning a nationwide trend toward 
deteriorating credit standards and 
underwriting practices.  We also noticed 
these industry trends and made a conscious 
decision in the latter part of 1997 to not 
only maintain our high credit standards, but 
to further enhance them to positively 
position us for any adverse economic 
developments.  As we grew and expanded into 
additional markets, we implemented enhanced 
loan underwriting and analysis standards.  
Additionally, in 1998, we further improved 
and refined our independent loan review 
function.  As a result of these credit 
administration enhancements, we targeted and 
moved out of our loan portfolio over three 
million dollars in commercial and commercial 
real estate loans that did not meet our 
lending standards.  While this had a short 
term adverse impact on earnings, we felt 
that it was an opportune time to improve our 
overall credit quality.

	The economic cycle has not only 
fostered an extended period of economic 
prosperity but has also created another 
period of extremely low, long term interest 
rates.  These rates have caused residential 
mortgage loan rates to fall to their lowest 
level in three decades.  As a result of 
these lower rates, the industry has 
experienced an extremely high level of home 
loan mortgage refinancing.  Additionally, 
borrowers generally have preferred to 
acquire long term, fixed rate loans as they 
have refinanced.  Your company was not 
immune to these market forces.  In spite of 
the fact that we originated approximately 
$36 million in first mortgage residential 
loans, the residential 1-4 family mortgage 
loan portfolio declined $10 million dollars 
as we sold our fixed rate residential loan 
originations to the secondary market.  This 
decline in residential loans held in 
portfolio, while consistent with our long 
term strategy to diversify the balance 
sheet, occurred much more rapidly than we 
had anticipated.  This rapid decline also 
adversely impacted earnings.  However, we 
have the talent in place to grow our 
commercial and consumer loan portfolio 
which, over time, will lead to a more
diversified loan portfolio and higher 
interest margins than the residential loans 
we have historically relied upon.

	Year 2000 (Y2K) is an upcoming event 
that is placing special demands upon all 
businesses due to the potential impact it 
may have on data processing and the delivery 
of services in a business environment that 
is heavily dependent upon computers.  MNB 
Bancshares, Inc. aggressively addressed this 
issue in 1998.  We completed evaluations of 
all our data processing equipment, software 
applications, outside suppliers, vendors, 
and counterparties.  We have renovated or 
upgraded all mission critical computer 
systems and found them to be compliant.  
Additionally, we have evaluated both funds 
depositors and credit customers to determine 
the risk that they might pose as a result of 
Y2K so that we can take appropriate steps to 
mitigate those risks.  Policies, plans, and 
procedures have been developed to guide 
contingency business resumption efforts in 
the event of some unforeseen development, 
such as power or telecommunications failure.  
Like all companies, we face the uncertainty 
of external influences on our operations at 
the Year 2000.  However, the substantial 
investment of time and resources we have 
made in this area allows us to look forward 
to the new millennium with confidence.

	We feel good about our entry into the 
Osage City market via the acquisition of 
Freedom Bancshares, Inc. on December 31, 
1997.  We have assimilated this organization 
into our company and merged their operations 
with ours.  The enhanced credit 
administration and underwriting procedures 
spoken of earlier have been implemented in 
this market and we feel good about the 
progress we have made.  We continue to 
deliver quality, personalized community 
banking to the Osage City community with the 
strength and resources of a larger banking 
organization.  The enhanced resources allow 
us to more easily fulfill our customers' 
diverse loan requirements, whether 
commercial, consumer, or residential.  With 
the acquisition of Freedom Bancshares, Inc. 
we also acquired a small branch located in 
Beloit, Kansas.  This branch had 
approximately $6 million in deposits and 
$3.5 million in loans.  Due to the size of 
this branch, in a market outside our 
targeted market area, the decision was made 
to sell this facility, along with its loans 
and deposits.  The divestiture of our Beloit 
branch was consummated in June, 1998.

	It is important to note the December 
31, 1998 retirement of Susan E. Roepke, 
Senior Vice President and Chief Financial 
Officer who served this organization for 
over forty years.  Susan was a tremendous 
asset whose contributions to the 
organization are immeasurable.  She 
witnessed many changes within the financial 
services industry and played a key role in 
how our organization adapted and responded 
to those changes.  She was instrumental in 
the 1993 conversion of our company from a 
thrift to a national bank charter.  While 
her daily presence and contributions will be 
missed, she has provided for an orderly 
transition of her responsibilities to Mark 
Herpich, our new Chief Financial Officer who 
joined us in September, 1998.  We are 
pleased that Susan has agreed to remain on 
the Board of Directors to allow us to 
benefit from her wealth of experience and 
knowledge with our company.

	I am excited about the future for MNB 
Bancshares, Inc.  Our organization is very 
well positioned to grow both internally and 
through acquisition.  Our management team 
and talent is deeper and stronger than at 
any time in the history of our company.  Our 
efforts to diversify the balance sheet 
through the establishment of commercial 
relationships with our customers is 
accelerating at a pace we have not 
previously witnessed.  Our asset quality is 
extremely high.  The company has enjoyed 
significant growth in both assets and 
earnings over the last years.  We have a 
foundation in place to continue this growth 
over the foreseeable future.

	Last year I mentioned that over 400 
banks remain in the state of Kansas.  It is 
expected that the pace of consolidation will 
continue as it becomes necessary to spread 
increasing fixed costs over a larger asset 
base.  MNB Bancshares, Inc. intends to play 
a role in the consolidation trend by taking 
advantage of strategic market opportunities 
when possible to do so in a way that 
enhances franchise and shareholder value.  
We feel that our approach to community 
banking will fit well with other banks with 
a history of community service that are 
looking for a way to more effectively cope 
with the changing financial services 
environment.  We expect that these banks and 
their owners will be comfortable in joining 
our community-oriented organization.  MNB 
Bancshares, Inc. offers an attractive 
alternative to enable these community banks 
to continue to effectively compete against 
larger organizations with more centralized 
decision making structures.  We continue to 
stress the importance of market based 
banking where local decision makers can 
respond to customer needs in a timely, 
professional manner.  We must continue to 
differentiate ourselves as a community bank 
that values relationships and recognizes the 
role we play in enhancing the prosperity of 
our customers and the communities in which 
we serve.

	I would like to thank all of my 
associates for the key role they have played 
in our success over the years.  Their 
tireless efforts are responsible for our 
growth and progress.  I would also like to 
thank our customers for their faith and 
confidence in allowing us to meet their 
banking needs.  And of course, I would like 
to thank you, our stockholders, for your 
investment and belief in our efforts and 
vision.  We will continue our efforts to 
grow and diversify your company, with the 
goal of enhancing shareholder value.  We 
look forward to the challenges and 
opportunities of 1999 and beyond.

Sincerely,

Patrick L. Alexander 
President and Chief Executive Officer

<TABLE>
SELECTED FINANCIAL AND OTHER DATA OF MNB 
BANCSHARES, INC.
<CAPTION>
	           At or for the years ended December 31,
              	1998    	1997    	1996    	1995   	1994
(Dollars in thousands,
except per share amounts
and percentages)

<S>          <C>      <C>      <C>      <C>      <C>
Selected Financial Data:
Total assets	$135,830	$144,752	$103,420	$101,185	$77,797
Loans (1)     	75,053  	88,724  	62,549  	62,582 	51,882	
Investment
securities	    50,651  	42,079  	33,239  	32,329 	22,356	
Deposits     	115,062 	122,209  	86,710  	86,399 	61,440	
Borrowings     	6,530   	9,099   	3,615   	2,881  	6,694	
Stockholders'
equity	        13,242  	12,276  	11,334  	10,810  	9,114	
Book value per
share (2)	       9.68    	9.12    	8.50	     8.10  	7.55	

Selected Operating Data:	
Total interest
income	       $10,289  	$7,929  	$7,670   	$7,051	 $5,411	
Total interest
expense	        5,593	   4,038   	4,049    	3,820  	2,788
Net interest
income	         4,696   	3,891   	3,621    	3,231   2,623	
Provision for
loan losses	       90	      60	      15       	40      	5	
Net interest
income after   
provision for
loan losses    	4,606   	3,831   	3,606     	3,191 	2,618
Gains on sales
of loans	         384	      99	      75        	95    	79	
Other non-
interest income  	828     	591     	608       	432   	264	
Total noninterest
income	         1,212	     690	     683       	527   	343	
Total noninterest
expense	        4,358   	2,977    3,233     	2,618	 1,869	
Income tax
expense	          478	     471	     339	       347   	398	
Net earnings before
extraordinary
item	             982   	1,073	     717       	753   	694
Extraordinary item	 -	       -	       -	         -	    39	
Net earnings    	$982   $1,073	    $717 	     $753	  $655
Net earnings per
share before
extraordinary item (2):
	Basic           	.72     	.80     	.53        	.58  	.58
	Diluted (3)     	.70     	.77     	.51        	.56  	.57	
Net earnings per share (2):
	Basic           	.72     	.80     	.53        	.58  	.55	
	Diluted (3)     	.70     	.77     	.51         .56  	.54	
Dividends per
share (2)	        .25     	.24     	.14        	.11  	.10	
    
Other Data:
Return on 
average assets	  .69%    	1.03%   	0.70%      	0.78% 	0.82%	
Return on
average equity	 7.73     	9.18    	6.54       	7.48  	7.39	
Equity to
total assets	   9.75	     8.48	   10.96      	10.68 	11.72	
Net interest
rate spread(4)	 2.93	     3.11	    2.95       	2.78  	2.85	
Net yield on average
interest-earning
assets (5)	     3.52	     3.89	    3.67       	3.55  	3.38

Average interest-earning assets to
average interest-bearing liabilities
             	114.17   	119.29  	117.37     	114.73	118.38	
Other expenses
to average
assets	         3.07     	2.86    	3.15       	2.71  	2.34	
Nonperforming
loans to total
loans	          0.19     	0.19    	0.22       	0.06  	0.40	
Net charge-offs
to average
loans	          0.16     	0.01    	0.03       	0.01  	0.06	
Nonperforming
assets to
total assets	   0.11     	0.21    	0.16       	0.04  	0.33	
Dividend payout
ratio	         35.71    	31.00    	27.43     	19.08	 18.94	
Number of full
service banking
offices	           4        	5	        2	         2     	1	

(1)	Loans are presented after adjustments 
for undisbursed loan funds, unearned fees 
and discounts, and the allowance for losses.
(2)	All per share amounts have been 
adjusted to give effect to the 5% stock 
dividends paid by the Company annually since 
1994 and the February, 1998 two-for-one 
stock split.
(3)	Diluted net earnings per share, before 
FDIC special assessment (net of tax) was 
$0.72 in 1996.
(4)	Represents the difference between the 
average yield on interest-earning assets and 
the average cost of interest-bearing 
liabilities.
(5)	Represents net interest income as a 
percentage of average interest-earning 
assets.
</TABLE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF 
FINANCIAL CONDITION AND RESULTS OF 
OPERATIONS

OVERVIEW

	MNB Bancshares, Inc. (the "Company") is 
a one-bank holding company incorporated 
under the laws of the State of Delaware and 
is engaged in the banking business through 
its wholly-owned subsidiary, Security 
National Bank (the "Bank").  On December 31, 
1995, the Company merged and consolidated 
its two banking subsidiaries, Manhattan 
National Bank and Security State Bank, to 
form Security National Bank. On December 31, 
1997, the Company acquired Freedom 
Bancshares, Inc. ("Freedom"),  the holding 
company for Citizens State Bank, Osage City 
("Citizens"), with a branch in Beloit, 
Kansas.  The branch facility located in 
Beloit, Kansas was sold on June 5, 1998.

The Company achieved net earnings of 
$982,028 in 1998, a decline of $90,516, or 
8.4%, over 1997.  1998 earnings declined as 
the Company repositioned itself for 
continued growth, profitability and 
financial strength through strengthening of 
the management team while assimilating the 
Freedom acquisition.  The return on average 
assets was .69% compared to 1.03% in 1997.  
Return on average equity was 7.73% and 
diluted net earnings per share was $.70.  
Consistent with 1997, the Board of Directors 
declared cash dividends of twenty-five cents 
per share and a five percent stock dividend 
in 1998.

The tradition of quality assets continues 
and management's ongoing strategy to 
diversify the deposit and loan portfolios in 
order to increase profitability in the 
future has been successful. Focusing on 
customers' needs and the development of full 
service banking relationships has been 
instrumental to the Company's success. 
Management believes that the strong capital 
position of the Company puts it on solid 
ground and provides an excellent base for 
further growth and expansion.

The Bank is principally engaged in the 
business of attracting deposits from the 
general public and using such deposits, 
together with borrowings and other funds, to 
originate commercial and consumer loans, 
multi-family residential mortgage loans and 
one-to-four family residential mortgage 
loans.

Deposits of the Bank are insured by both the 
Savings Association Insurance Fund (the 
"SAIF") and the Bank Insurance Fund (the 
"BIF") of the Federal Deposit Insurance 
Corporation (the "FDIC") up to the maximum 
amount allowed by applicable federal law and 
regulation. The Bank's primary regulator is 
the Office of the Comptroller of the 
Currency (the "OCC"). Additionally, the Bank 
is subject to regulation by the FDIC, as 
administrator of the SAIF and the BIF and by 
the Board of Governors of the Federal 
Reserve System (the "Federal Reserve Board") 
with respect to reserves required to be 
maintained against deposits and certain 
other matters. The Bank is a member of the 
Federal Home Loan Bank of Topeka (the 
"FHLB") and the Federal Reserve Bank of 
Kansas City.

As a bank holding company, the Company is 
subject to regulation and supervision by the 
Federal Reserve Board. The Company is also 
subject to various reporting and other 
requirements under the federal securities 
laws and the regulations of the Securities 
and Exchange Commission (the "SEC").

	Currently, the Company's business 
consists of ownership of the Bank, with its 
main office in Manhattan and branch offices 
in Auburn, Osage City and Topeka, Kansas.  
The Company plans to continue exploring and 
evaluating opportunities to expand and enter 
complementary markets in an effort to 
enhance its asset base, long-term earnings 
and resources.

COMPARISON OF OPERATING RESULTS FOR THE 
YEARS ENDED DECEMBER 31, 1998 AND 1997

GENERAL.  Net earnings for 1998 decreased 
8.4% to $982,028 compared to $1.1 million 
for 1997.  This decrease in net earnings is 
the result of a decrease in loans 
outstanding related to increased levels of 
home mortgage refinancing due to lower 
interest rates.  Additionally, expenses have 
increased due to the acquisition of Freedom, 
along with new personnel and Year 2000 
expenses.  Net interest income after 
provision for loan losses increased 
$775,303, or 20.2%, to $4.6 million.  Gains 
on sale of loans increased 286.8%, or 
$285,046, to $384,427,  fees and service 
charges increased $228,560 or 45.1%, to 
735,459; and non-interest expense increased 
$1.4 million or 46.4%, to $4.4 million.  The 
increase in gains on sale of loans resulted 
from increased loan originations due to 
refinancings.

INTEREST INCOME.  Interest income increased 
by $2.4 million, or 29.8%, to $10.3 million 
in 1998.  Average interest-earning assets 
increased from $100.1 million in 1997 to 
$133.5 million in 1998.  The average yield 
on interest-earning assets decreased 
slightly from 7.9% in 1997 to 7.7% in 1998.  
Interest income on loans increased $1.5 
million, or 24.6%, to 7.3 million. Interest 
earned on securities and other investments 
increased $913,042, or 44.5%, to $3.0 
million.  The increase in interest income 
was due to an increase in average loans and 
investments, primarily due to the Freedom 
acquisition, which more than offset the 
decline in rates experienced as interest-
earning assets repriced during 1998.  The 
Company experienced a significant 31.3%, or 
$11.4 million, decline in one-to-four family 
loans during 1998 as a result of borrowers 
taking advantage of declining mortgage loan 
interest rates.  In accordance with the 
Company's interest rate risk guidelines, the 
majority of the long-term fixed rate 
mortgage loans originated in 1998 were sold 
to secondary market investors.  While the 
Company was able to fund other types of 
loans as the loans on one-to-four family 
residences were refinanced, the volume of 
refinancings was so great that a significant 
amount of the funds available for investment 
were invested in relatively short term 
investment securities, which typically carry 
lower interest rates than can be obtained on 
commercial and consumer loans.  Interest 
income on other investments also increased 
substantially as a result of an increase in 
funds available for short-term overnight 
interest bearing deposits.

INTEREST EXPENSE.  Interest expense 
increased from $4.0 million in 1997 to $5.6 
million in 1998, or 38.5%.  Deposit interest 
expense increased 30.8% to $5.0 million 
compared to $3.9 million for 1997.  Interest 
expense on borrowings, consisting of 
advances from the Federal Home Loan Bank of 
Topeka (the "FHLB") and funds borrowed for 
the acquisition of Freedom increased 
$370,445, or 198.3% during this time period.  
Average interest-bearing liabilities 
increased $33.0 million from $83.9 million 
in 1997 to $116.9 million in 1998, while the 
respective average cost remained relatively 
constant at 4.8%.  The increased expense on 
deposits was a direct result of the 
acquisition.  Interest on borrowed funds 
increased as a result of the funds borrowed 
for the acquisition and the additional 
Freedom borrowings assumed.

NET INTEREST INCOME.  Net interest income 
represents the difference between income 
derived from interest-earning assets and the 
expense on interest-bearing liabilities.  
Net interest income is affected by both (a) 
the difference between the rates of interest 
earned on interest-earnings assets and the 
rates paid on interest-bearing liabilities 
("interest rate spread") and (b) the 
relative amounts of interest-earning assets 
and interest-bearing liabilities.

	Net interest income increased to $4.7 
million in 1998 compared to $3.9 million in 
1997.  This was the result of the average 
balance of interest-earning assets 
increasing $33.4 million during 1998 as a 
result of the Freedom acquisition.  The 
yield on interest-earning assets declined 
from 7.9% in 1997 to 7.7% in 1998, while the 
cost of interest-bearing liabilities 
remained constant at 4.8% in 1998 and 1997.  
The Company's ratio of interest-earning 
assets to interest-bearing liabilities 
decreased from 119.3% in 1997 to 114.17% in 
1998, which also contributed to a decline in 
the net interest margin from 3.9% in 1997 to 
3.5% in 1998.

PROVISION FOR LOAN LOSSES.  The provision 
for loan losses increased to $90,000 during 
1998 compared to $60,000 in 1997.  The 
increased provision resulted from the 
general increase in the Company's loan 
portfolio as a result of the Freedom 
acquisition.  At December 31, 1998, the 
allowance for loan losses was $1.3 million, 
or 1.7% of gross loans outstanding, compared 
to $1.3 million, or 1.5%, at December 31, 
1997.  Management has included within the 
ongoing process of assessing and analyzing 
the loan portfolio a Year 2000 credit risk 
component.

NONINTEREST INCOME.  Noninterest income 
increased $522,179, or 75.7%, to $1.2 
million in 1998.  Fees and service charge 
income increased from $506,899 to $735,459, 
or by 45.1%.  Gains on sale of loans 
increased $285,046, or 286.8% to $384,427.  
A loss on sale of investment securities 
available for sale of $21,309 was incurred 
in 1997 compared to a gain of $10,795 in 
1998 as the Company sought to reposition its 
portfolio.  The gains on sale of loans were 
a result of increased loan originations due 
to refinancing because of lower interest 
rates.  The increase in fees and service 
charge income was primarily a result of the 
acquisition.  

<TABLE>
<CAPTION>

Noninterest Income:  1998   1997   1996  

<S>                           <C>            <C>         <C>

Fees and service charges      $735,459       $506,899    $517,124
Gains on sales of loans        384,427         99,381      75,450
Other                           92,402         83,829      90,723
Total noninterest income:   $1,212,288       $690,109    $683,297

</TABLE>

NONINTEREST EXPENSE.  Noninterest expense 
increased to $4.4 million for 1998.  This 
large increase was due in part to the 
Freedom acquisition.  Amortization of 
goodwill increased 130.3% from $106,816 to 
$245,958 as a result of the acquisition.  
Compensation and benefits increased 42.9% 
from $1.4 million to $2.0 million along with 
occupancy and equipment expense which 
increased $201,617 to $632,727, both 
primarily as a result of the acquisition and 
the first full year of operating the Topeka 
branch facility which opened in May 1997.  
Professional fees increased $94,416 from 
$118,008 to $212,424 as a result of the 
acquisition, expenses related to Year 2000 
issues and fees incurred for professional 
services used for acquiring new personnel.  
Other operating expense increased 39.4% to 
$937,164 due primarily to the acquisition.

AVERAGE ASSETS/LIABILITIES. The following 
table sets forth information relating to 
average balances of interest-earning assets 
and interest-bearing liabilities for the 
years ended December 31, 1998, 1997 and 
1996. This table reflects the average yields 
on assets and average costs of liabilities 
for the periods indicated (derived by 
dividing income or expense by the monthly 
average balance of assets or liabilities, 
respectively) as well as the "net interest 
margin" (which reflects the effect of the 
net earnings balance) for the periods shown.

<TABLE>
<CAPTION>

AVERAGE BALANCE SHEETS-AVERAGE YIELDS AND RATES

Year Ended 12/31/98 Year Ended 12/31/97 Year Ended 12/31/96
Average   Average      Average     Average      Average   Average
Bal  Int  Yield/Rate   Bal   Int   Yield/Rate   Bal  Int  Yield/Rate

<S>     <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>

ASSETS:
Interest-earning
assets
Investment
securities (1) $52,686 $2,962 5.62% $35,001 $2,050 5.86% $34,758 $1,966 5.66%
Loans
receivable,
net (2)         80,788  7,327 9.07   65,057  5,879 9.04   63,894  5,704 8.93   
Total
interest-
earning assets 133,474 10,289 7.71% 100,058  7,929 7.92%  98,652  7,670 7.77%
Non interest-
earning assets   8,402                4,111                4,065 
Total         $141,876             $104,169             $102,717 

LIABILITIES AND STOCKHOLDERS' EQUITY:

Interest-bearing
liabilities:
Certificates
of deposit    $58,261 $3,230 5.54%  $46,666 $2,642 5.66% $47,113 $2,638 5.60%
Money market
deposits       17,866    648 3.63    15,378    578 3.76   15,984    594 3.71   
Other deposits 32,574  1,158 3.55    18,613    631 3.39   18,208    628 3.45   
FHLB advances
and other
borrowings      8,212    557 6.78     3,221    187 5.81    2,746    189 6.88   
Total interest-
bearing
liabilities   116,913  5,593 4.78%   83,878  4,038 4.81%  84,051  4,049 4.82%
Non interest-
bearing\
liabilities    12,254                 8,609                7,710 
Stockholders'
equity         12,709                11,682               10,956 
Total        $141,876              $104,169             $102,717 
Net interest
income               $4,696                $3,891               $3,621 
Interest rate
spread (3)                 2.93%                  3.11%                2.95%
Net interest
margin (4)                 3.52%                  3.89%                3.67%
Ratio of average
interest-earning assets 
to average interest-
bearing liabilities  114.17%               119.29%             117.37%

(1) Income on investment securities includes all securities, 
interest bearing deposits in other financial institutions
and stock owned in the FHLB and the Federal Reserve.
(2) Includes non-acccrual loans.
(3) Interest rate spread represents the difference between
the average rate on interest-earning assets and the average
cost of interest-bearing liabilities.
(4) Net interest margin represents net interest income divided
by average interest-earning assets.

</TABLE>

COMPARISON OF OPERATING RESULTS FOR THE 
YEARS ENDED DECEMBER 31, 1997 AND 1996

GENERAL. 	Net earnings for 1997 increased 
49.7% to $1.1 million from $716,530 in 1996. 
In 1996, the Company had an expense of 
$449,000, a one-time assessment to 
recapitalize the SAIF of the FDIC. Absent 
this expense, net earnings, net of tax would 
have been $1.0 million in 1996.  Net 
interest income increased $270,400 or 7.5% 
to $3.9 million, compared to $3.6 million in 
1996.  Gains on sale of loans increased 
31.7%, or $23,931, to $99,381, while fees 
and service charges decreased $10,225, or 
2.0%, to $506,899.  Non-interest expense 
increased $193,389, exclusive of the FDIC 
special assessment recorded in 1996, or 
6.9%, to $3.0 million.  This increase was 
due in large part to the opening of the new 
branch facility in Topeka in May, 1997.

INTEREST INCOME. Interest income increased 
$258,961, or 3.4% to $7.9 million from $7.7 
million in 1996. Average interest-earning 
assets increased from $98.7 million in 1996 
to $100.1 million in 1997. The average yield 
on interest-earning assets increased 
slightly from 7.8% to 7.9% in 1997. Interest 
income on loans increased $175,174, or 3.1% 
to $5.9 million.  The increase in interest 
income on loans was higher due to both an 
increase in average loans outstanding and 
loans which repriced  at higher rates. 
Interest earned on securities increased as 
securities matured and the proceeds were 
reinvested in higher yielding securities. 
Loans on one-to-four family residences held 
in the portfolio increased 8.9% to $36.5 
million from $33.5 million while commercial 
real estate increased 78.0% to $25.5 million 
from $14.3 million. Additionally, consumer, 
student and non-mortgage commercial loans 
outstanding at December 31, 1997 increased 
77.2% to $27.5 million from $15.5 million. 
Prior to the Freedom acquisition, loans on 
one-to-four family residences held in the 
portfolio decreased 11.4% to $29.7 million 
from $33.5 million.  Commercial real estate 
loans increased from $14.3 million to $17.5 
million, or 22.2%, and consumer and 
commercial non-mortgage loans increased 
14.2% from $15.5 million to $17.7 million.  
Interest income on investment and mortgage-
backed securities increased 4.3% to $2.1 
million from $2.0 million in 1996.

INTEREST EXPENSE. Interest expense decreased 
$11,439, or 0.3%, compared to 1996. Deposit 
interest expense remained level at $3.9 
million in 1997. Interest on borrowings, 
consisting of advances from the FHLB, 
declined 1.3% to $186,822, despite an 
increase in the average balances from $2.7 
million to $3.2 million.  Freedom had 
borrowings from the FHLB of $2.9 million 
which the Company assumed, and the Company 
also borrowed an additional $2.9 million for 
the Freedom acquisition.  These amounts 
contributed to the increased total 
borrowings of $9.1 million at December 31, 
1997.

NET INTEREST INCOME. Net interest income 
represents the difference between income 
derived from interest-earning assets and the 
expense on interest-bearing liabilities. Net 
interest income is affected by both (i) the 
difference between the rates of interest 
earned on interest-earning assets and the 
rates paid on interest-bearing liabilities 
("interest rate spread") and (ii) the 
relative amounts of interest-earning assets 
and interest-bearing liabilities.

Net interest income increased to $3.9 
million in 1997 compared to $3.6 million in 
1996. This was the result of the yield on 
interest-earning assets increasing slightly 
from 7.8% in 1996 to 7.9% in 1997, while the 
cost of interest-bearing liabilities 
remained constant at 4.8%. The Company's 
ratio of interest-earning assets to 
interest-bearing liabilities increased to 
119.3% in 1997 versus 117.4% in 1996, which 
also contributed to the net interest margin 
increasing from 3.7%  in 1996 to 3.9% in 
1997.

PROVISION FOR LOAN LOSSES. The provision for 
loan losses increased from $15,000 during 
1996 to $60,000 in 1997. At December 31, 
1997, the allowance for loan losses was $1.3 
million, which was 1.5% of gross loans 
outstanding. The acquisition of Freedom 
caused the allowance for loan losses to 
increase by $461,389 as Freedom's allowance 
for loan losses was combined with the 
Company's allowance. At December 31, 1996, 
the ratio of the allowance to gross loans 
outstanding was 1.3%. No provision for loan 
losses was made during the first nine months 
of 1996.  After reviewing the portfolio and 
completing an economic analysis, a provision 
of $5,000 per month was resumed during the 
fourth quarter of 1996 and continued in 
1997.  This was due to the Bank's plans to 
expand its commercial lending activities.  
At the same time, new guidelines for credit 
risk evaluation and documentation were 
created and implemented in response to the 
Bank's plans to increase its commercial loan 
portfolio. These factors will continue to be 
assessed and further changes in the 
provision will be made if circumstances 
warrant such changes. Net charge-offs in 
1997 were $6,025, compared to $21,704 in 
1996.

NONINTEREST INCOME. Noninterest income 
increased 1.0% to $690,109 in 1997 from 
$683,297 in 1996. The increase resulted from 
an increase of 31.7% in gains on sale of 
loans from $75,450 in 1996 to $99,381 in 
1997. The decrease of 7.6% to $83,829 for 
other income included a receipt of $69,808 
in 1996 in interest on an income tax refund 
for tax years of 1978 and 1979.  Absent this 
refund, other noninterest income would have 
increased $62,914, or 300.8%.  These 
increases were partially offset by a 
decrease in fees and  service charge income 
of $10,225 from $517,124 to $506,899, or 
2.0%, and a loss of sale of investment 
securities available for sale of $21,309 as 
the Company sought to reposition its 
portfolio and lengthen its maturities.  Some 
lower-yield, short-term securities were sold 
and the proceeds reinvested in intermediate 
maturity securities with higher yields.

NONINTEREST EXPENSE.  Noninterest expense 
decreased $255,611, or 7.9%, to $3.0 million 
primarily due to the $449,000 one-time 1996 
FDIC assessment. Stationery, printing and 
office supplies also decreased $14,516, or 
17.0%, as a result of the change of name and 
the consolidation of the bank subsidiaries 
in 1996. Additionally, there were decreases 
in professional fees of $33,033, or 21.9%, 
from $151,041 in 1996 to $118,008 in 1997, 
and regular FDIC premiums from $121,633 in 
1996 to $47,116, or 61.3% in 1997.  
Partially offsetting these decreases was a 
14.4% increase in occupancy and equipment 
expense to $431,110 in 1997 from $376,823 in 
1996, due in large part to the new Topeka 
branch facility opened in May.  Compensation 
and benefits increased from $1.2 million in 
1996 to $1.4 million, also largely due to 
the new branch.  Other operating expenses 
increased $70,833, or 11.8%.

CAPITAL RESOURCES AND LIQUIDITY

ASSET QUALITY AND DISTRIBUTION.  The 
Company's total assets were  $135.8 million 
at December 31, 1998 compared to $144.8 
million at December 31, 1997.  This decrease 
was partially a result of the sale of the 
Beloit branch, which was completed June 5, 
1998.  Additionally, loans outstanding for 
1-4 family homes decreased due to the 
refinancing and sale of those loans to the 
secondary market.  The Company's primary 
ongoing sources of funds are deposits, 
proceeds from principal and interest 
payments on loans and investment securities 
and proceeds from the sale of mortgage loans 
and investment securities.  While maturities 
and scheduled amortization of loans are a 
predictable source of funds, deposit flows 
and mortgage prepayments are greatly 
influenced by general interest rates, 
economic conditions, competition, and the 
restructuring of the financial services 
industry.

	The primary investing activities of the 
Company are the origination of loans and the 
purchase of investment securities. During 
the years ended December 31, 1998, 1997 and 
1996,  the Company purchased investment 
securities in the amount of $27.1 million, 
$9.3 million and $15.6 million, 
respectively.  These purchases were funded 
primarily by deposits, proceeds from the 
sale of fixed rate mortgage loans and 
maturing securities.  Generally, the Company 
originates fixed rate mortgage loans for 
immediate sale and does not originate and 
warehouse those loans for resale in order to 
speculate on interest rates. During the 
years ended December 31, 1998, 1997 and 
1996, the Company originated loans for sale 
of approximately $33.0 million, $14.7 
million and $9.7 million, respectively.  
During the years ended December 31, 1997 and 
1996, the Company's ability to originate 
quality loans for retention in the portfolio 
exceeded the volume of loans originated for 
sale.  The dramatic increase in the volume 
of fixed rate mortgage loans originated for 
resale in 1998, many of which were 
refinances out of the Company's existing 
loan portfolio, resulted in a decline in net 
loans of $10.4 million, while the excess 
available funds were invested in investment 
securities.  Management will continue its 
efforts to diversify the loan portfolio.

<TABLE>
<CAPTION>

LOAN PORTFOLIO COMPOSITION COMPARISON

                        Balance      Balance     
Type                    12/31/98     12/31/97   %Change

<S>                       <C>         <C>        <C>     

1-4 Family Residence  $25,058,459 $36,474,564 (31.30%)
Commercial
Real Estate            25,473,084  25,470,886   0.01%
Consumer &                                          
Commercial
Non-Mortgage           25,336,172  27,549,571  (8.03%)
                      $75,867,715 $89,495,021
</TABLE>

	Management believes that the quality of 
the loan portfolio continues to be strong.  
As of December 31, 1998, twenty-three real 
estate loans were more than 30 days past 
due, with a total balance of $1,018,869, 
which was 1.3% of total loans outstanding.  
Additionally, four residential mortgage 
loans totaling $79,902 were on non-accrual 
status as of December 31, 1998.  Excluding 
guaranteed student loans, there were nine 
consumer loans in the amount of $18,901, or 
less than 0.1% of the portfolio over 30 days 
past due and six on non-accrual with a 
balance of $26,103.  Nine commercial loans 
totaling $151,675, or 0.2% of the total loan 
portfolio, were past due over 30 days.  Six 
commercial loans with a balance of $38,304 
were on non-accrual. 

LIABILITY DISTRIBUTION.  At December 31, 
1998, total deposits decreased $7.1 million 
from December 31, 1997 with the sale of the 
Beloit branch making up $2.8 million of this 
amount, along with approximately $3.0 
million in public funds withdrawn just prior 
to the sale.  Borrowings decreased $821,427 
as FHLB advances were paid in full as they 
matured and quarterly payments were made on 
others.  In addition, $1,150,000 was paid on 
funds borrowed for the acquisition and there 
was a decrease of $549,615 in securities 
sold under agreement to repurchase.

	The deposit base continues to diversify 
consistent with management's overall efforts 
to lower interest costs.  Noninterest-
bearing demand deposits and NOW accounts at 
the end of  1998 totaled $32.9 million, or 
28.6% of deposits, compared to $34.2 
million, or 28.0% of deposits at December 
31, 1997.   Money market deposit accounts 
were 15.3% of the portfolio and totaled 
$17.7 million, compared to $18.7 million at 
December 31, 1997 and savings accounts 
totaled $10.3 million compared to $7.0 
million at December 31, 1997.  Certificates 
of deposit were $54.2 million, or 47.1% of 
the portfolio compared to $62.4 million, or 
51.0% at December 31, 1997.  The decreases 
were primarily due to the sale of the Beloit 
branch.

	Certificates of deposit at December 31, 
1998, which were scheduled to mature in one 
year or less totaled $40.4 million. 
Historically, maturing deposits have 
remained and management believes that a 
significant portion of the deposits maturing 
in one year or less will remain with the 
Company upon maturity.

<TABLE>
<CAPTION>

DEPOSIT PORTFOLIO COMPOSITION COMPARISON
<S>                      <C>              <C>         <C>
                        Balance          Balance
Type                    12/31/98         12/31/97    % Change 
DDA                   $9,307,879      $12,882,942    (27.75%)
NOW                   23,595,955       21,299,194     10.78%
MMDA                  17,653,265       18,671,116     (5.45%)
Savings               10,327,847        6,974,204     48.09%
Certificates          54,177,076       62,381,081    (13.15%)
                    $115,062,022     $122,208,537

</TABLE>

CASH FLOWS. Cash flows provided by operating 
activities equalled $1.4 million for the 
year ended December 31, 1998, compared to  
cash flows used in operating activities 
equalling $110,458 in 1997.  This increase 
in cash flows provided by operating 
activities resulted from the increased 
depreciation and amortization, the 
stabilization of loans held for sale and 
accrued expenses and other liabilities.
	          
	Net cash provided by investing 
activities was $2.9 million in 1998 compared 
to net cash used in investing activities of 
$1.1 million in 1997.  Net loans decreased 
approximately $10.4 million in 1998 versus 
an increase of $1.5 million in 1997. 
Maturities and prepayments of investment 
securities held-to-maturity were $3.7 
million in 1998 versus $4.6 million in 1997.  
Maturities and prepayments of investment 
securities available-for-sale were $13.9 
million in 1998 versus $4.5 million in 1997.  
No purchases of securities held-to-maturity 
were made in 1998 or 1997. Purchases of 
securities available-for-sale in 1998 were 
$27.1 million compared to $9.3 million in 
1997.

	Net cash used in financing activities 
was $7.1 million in 1998 compared to $3.4 
million provided in 1997.  Exclusive of the 
sale of the Beloit branch and the withdrawal 
of Beloit's public funds of approximately 
$3.0 million just prior to the sale, 
deposits decreased $1.4 million in 1998 
compared to an increase of $1.4 million in 
1997 and FHLB advances decreased $821,427 in 
1998 compared to a decrease of $800,000 in 
1997.  In addition, $1,150,000 was paid on 
the line of credit utilized by the Company 
to finance the purchase of Freedom.

LIQUIDITY.  The Company's most liquid assets 
are cash and cash equivalents and investment 
securities available  for sale. The level of 
these assets are dependent on the Company's 
operating, financing, lending and investing 
activities during any given period.  At 
December 31, 1998 and 1997, these liquid 
assets totaled $52.3 million and $42.1 
million, respectively.  During periods in 
which the Company is not able to originate a 
sufficient amount of loans and/or periods of 
high principal prepayments, the Company 
increases its liquid assets by investing in 
short-term U.S. Government and agency 
securities or high grade municipal 
securities.

	Liquidity management is both a daily 
and long-term function of management's 
strategy.  Excess funds are generally 
invested in short-term investments.  In the 
event the Company requires funds beyond its 
ability to generate them internally, 
additional funds are available through the 
use of FHLB advances, a line of credit with 
the FHLB or through sales of securities.  At 
December 31, 1998, the Company had 
outstanding FHLB advances of $4.6 million 
and no borrowing was outstanding on its $15 
million line of credit with the FHLB.  
Additionally, the Company has guaranteed a 
loan made to the Company's Employee Stock 
Ownership Plan (the "ESOP"), with an 
outstanding balance of $222,351 at December 
31, 1998, to fund the ESOP's purchase of 
shares in the Company's 1993 common stock 
offering.  The total borrowings by the 
Company were $6.5 million at December 31, 
1998, which included $1.7 million borrowed 
by the Company for the acquisition of 
Freedom, compared to $9.1 million at 
December 31, 1997.

	At December 31, 1998, the Company had 
outstanding loan commitments of $16.4 
million. Management anticipates that 
sufficient funds will be available to meet 
current loan commitments. These commitments 
consist of letters of credit, unfunded lines 
of credit and commitments to finance real 
estate loans.

CAPITAL. The Federal Reserve Board has 
established capital requirements for bank 
holding companies which generally parallel 
the capital requirements for national banks 
under the Office of the Comptroller of the 
Currency (the "OCC ") regulations. The 
regulations provide that such standards will 
generally be applied on a bank-only (rather 
than a consolidated) basis in the case of a 
bank holding company with less than $150 
million in total consolidated assets, such 
as the Company. The Company's total capital 
of $13.2 million is, however, well in excess 
of the Federal Reserve Board's consolidated 
minimum capital requirements.

At December 31, 1998, the Bank continued to 
maintain a sound Tier 1 capital ratio of 
9.14% and a risk based capital ratio of 
17.35%. As shown by the following table, the 
Bank's capital exceeded the minimum capital 
requirements: (dollars in thousands)

<TABLE>
<CAPTION>
              	Amount        	Percent	       Required
<S>             <C>            <C>           <C>                
Tier 1 Leverage
Capital        $12,250	        9.14%	         4.00%
Risk Based
Capital        $13,201	       17.35%         	8.00%

</TABLE>

	Banks and bank holding companies are 
generally expected to operate at or above 
the minimum capital requirements. The above 
ratios are well in excess of regulatory 
minimums and should allow the Company to 
operate without capital adequacy concerns. 
The Federal Deposit Insurance Corporation 
Improvement Act of 1991 establishes a bank 
rating system based on the capital levels of 
banks. The Bank is rated "well capitalized", 
which is the highest rating available under 
this capital-based rating system.

DIVIDENDS

	During 1998, dividends of $.25 per 
share were paid to the stockholders and a 5% 
stock dividend was paid during August 1998.  
The cash and stock dividends are consistent 
with those paid during 1997.

		The payment of dividends by any 
financial institution or its holding company 
is affected by the requirement to maintain 
adequate capital pursuant to applicable 
capital adequacy guidelines and regulations. 
As described above, the Bank exceeded its 
minimum capital requirements under 
applicable guidelines as of December 31, 
1998.  The National Bank Act imposes 
limitations on the amount of dividends that 
a national bank may pay without prior 
regulatory approval. Generally, the amount 
is limited to the bank's current year's net 
earnings plus the adjusted retained earnings 
for the two preceding years.  As of December 
31, 1998, approximately $733,000 was 
available to be paid as dividends to the 
Company by the Bank.

RECENT ACCOUNTING DEVELOPMENTS

	The Company adopted Statement of 
Financial Accounting Standard (SFAS) Nos. 
125 and 127 relating to transfers and 
servicing of financial assets and 
extinguishments of liabilities during 1997 
and 1998, according to the required 
implementation dates.  The adoption of SFAS 
Nos. 125 and 127 did not have a material 
effect on the financial statements.

	SFAS No. 130, "Reporting Comprehensive 
Income", adopted by the Company during 1998, 
requires the reporting of comprehensive 
income and its components in 1998 financial 
statements.  Comprehensive income is defined 
as the change in equity from transactions 
and other events and circumstances from non-
owner sources, and excludes investments by 
and distributions to owners.  Comprehensive 
income includes net income and other items 
of comprehensive income meeting the above 
criteria.  The Company's only component of 
other comprehensive income is unrealized 
holding gains and losses on available for 
sale securities.

	The Company also adopted SFAS No. 131, 
"Disclosures about Segments of an Enterprise 
and Related Information", which requires 
reporting about operating segments, products 
and services, geographic areas and major 
customers.  Its objective is to provide 
information about the different types of 
business activities and economic 
environments in which businesses operate.  
The adoption of SFAS No. 131 did not require 
any additional disclosure.

	The Financial Accounting Standards 
Board ("FASB") issued SFAS No. 133, 
"Accounting for Derivative Instruments and 
Hedging Activities", in June 1998.  SFAS No. 
133 establishes accounting and reporting 
standards for derivative instruments, 
including certain derivative instruments 
embedded in other contracts, and for hedging 
activities.  It requires that an entity 
recognize all derivatives as either assets 
or liabilities in the statement of financial 
position and measure those instruments at 
fair value.  This Statement is effective for 
all fiscal quarters of fiscal years 
beginning after June 15, 1999.  Management 
believes adoption of SFAS No. 133 will not 
have a material effect on the Company's 
financial position or results of operations, 
nor will adoption require additional capital 
resources.

EFFECTS OF INFLATION

	The Company's financial statements and 
accompanying footnotes have been prepared in 
accordance with GAAP (generally accepted 
accounting principles), which generally 
requires the measurement of financial 
position and operating results in terms of 
historical dollars without consideration for 
changes in the relative purchasing power of 
money over time due to inflation. The impact 
of inflation can be found in the increased 
cost of the Company's operations because the 
assets and liabilities of the Company are 
primarily monetary and interest rates have a 
greater impact on the Company's performance 
than do the effects of inflation.

YEAR 2000 COMPLIANCE

	The Company utilizes and is dependent 
upon data processing systems and software to 
conduct its business.  The data processing 
systems and software include those developed 
and maintained by the Company's data 
processing provider and purchased software 
which is run on in-house computer networks.  
In 1997, the Company established a committee 
and initiated a review and assessment of all 
hardware and software to confirm that it 
will function properly in the Year 2000.  

	The Company's data processing provider 
and those vendors providing mission critical 
systems and software which have been 
contacted have indicated their hardware 
and/or software is Year 2000 compliant.  
Testing of the mission critical systems and 
software was completed as of December 31, 
1998 with all final testing on non-mission 
critical items to be completed by March 31, 
1999.  Additionally, alarms, elevators, 
heating and cooling systems, and other 
computer-controlled mechanical devices on 
which the Company relies have been evaluated 
and no significant problems are anticipated 
with such systems.

	While there will be expenses incurred 
during the next year, the Company has not 
identified any situations at this time that 
it anticipates will require material 
expenditures in order to become fully 
compliant.  It is currently estimated that 
total Year 2000 costs could be approximately 
$150,000, almost all of which has already 
been recognized and of which a material 
component was the reallocation of existing 
employee time to the Year 2000 project.  In 
the event utility company services to the 
Company are significantly curtailed or 
interrupted, it would have an adverse effect 
on the Company's ability to conduct its 
business.  However, the Year 2000 problem is 
pervasive and complex and can potentially 
affect any computer process.  Accordingly, 
no assurance can be given that Year 2000 
compliance can be achieved without 
additional unanticipated expenditures and 
uncertainties that might affect future 
financial results.

	An analysis has been done of the 
Company's borrowing customers.  The Company 
has initiated a program to communicate with 
identified key bank customers to ensure they 
are properly prepared for the Year 2000.  
The Company does not anticipate that these 
credit customers will cause serious adverse 
consequences on the operations of the 
Company.  This same analysis has been 
performed for large depositors and funds 
providers with similar results.

	A contingency and business resumption 
plan has been developed for the Company to 
provide for reducing the business 
interruption of normal business operation in 
the event of a Y2K-related failure.  This 
plan continues to be evaluated and revised 
if necessary, based on testing results and 
vendor notifications.

QUANTITATIVE AND QUALITATIVE DISCLOSURES 
ABOUT MARKET RISK

	The Company's assets and liabilities 
are principally financial in nature and the 
resulting net interest income thereon is 
subject to changes in market interest rates 
and the mix of various assets and 
liabilities.  Interest rates in the 
financial markets affect the Company's 
decision on pricing its assets and 
liabilities which impacts net interest 
income, a significant cash flow source for 
the Company.  As a result, a substantial 
portion of the Company's risk management 
activities relates to managing interest rate 
risk.

	The Company's Asset/Liability 
Management Committee monitors the interest 
rate sensitivity of the Company's balance 
sheet using earnings simulation models and 
interest sensitivity GAP analysis.  The 
Company has set policy limits of interest 
rate risk to be assumed in the normal course 
of business and monitors such limits through 
its simulation process.

	The Company has been successful in 
meeting the interest rate sensitivity 
objectives set forth in its policy.  
Simulation models are prepared to determine 
the impact on net interest income for the 
coming twelve months, including one using 
rates at December 31, 1998 and forecasting 
volumes for the twelve month projection.  
This position is then subjected to a shift 
in interest rates of 200 basis points rising 
and 200 basis points falling with an impact 
to the Company's net interest income on a 
one year horizon as follows:

<TABLE>
<CAPTION>

                    $ change in net interest       % of net
Scenario              income                       int. income
<S>                        <C>                      <C>
200 basis point rising    $16,800                   0.31%
200 basis point falling  ($86,400)                 (1.61%)

</TABLE>

	The Company also believes it is 
appropriately positioned for future interest 
rate movements, although it may experience 
some fluctuations in net interest income due 
to short term timing differences between the 
repricing of assets and liabilities.

ASSET/LIABILITY MANAGEMENT

	Since the mid 1980s, the Bank has 
emphasized the origination of adjustable 
rate mortgages for portfolio retention along 
with shorter-term consumer and commercial 
loans to reduce the sensitivity of its 
earnings to interest rate fluctuations. 
Interest rate "gap" analysis is a common, 
though imperfect, measure of interest rate 
risk which measures the relative dollar 
amounts of interest-earning assets and 
interest bearing liabilities which reprice 
within a specific time period, either 
through maturity or rate adjustment. The 
"gap" is the difference between the amounts 
of such assets and liabilities that are 
subject to such repricing. A "positive" gap 
for a given period means that the amount of 
interest-earning assets maturing or 
otherwise repricing within that period 
exceeds the amount of interest-bearing 
liabilities maturing or otherwise repricing 
during that same period. In a rising 
interest rate environment, an institution 
with a positive gap would generally be 
expected, absent the effects of other 
factors, to experience a greater increase in 
the yield of its assets relative to the cost 
of its liabilities. Conversely, the cost of 
funds for an institution with a positive gap 
would generally be expected to decline less 
quickly than the yield on its assets in a 
falling interest rate environment. Changes 
in interest rates generally have the 
opposite effect on an institution with a 
"negative" gap.

	Following is the "static gap" schedule 
for the Company. All loans are based on 
scheduled repricing, with no prepayment 
assumptions. The Company's mortgage backed 
securities included published prepayment 
assumptions, while all other investments 
assume no prepayments.  All assets are 
reflected at amortized cost.

	Certificates of deposit reflect 
contractual maturities only.  Money market 
accounts are rate sensitive and accordingly, 
a higher percentage of the accounts have 
been included as repricing immediately in 
the first period.  Savings and NOW accounts 
are not as rate sensitive as money market 
accounts and for that reason a significant 
percentage of the accounts are reflected in 
the 2 to 5 years category.

	The Company has been successful in 
meeting the interest sensitivity objectives 
set forth in its policy.  This has been 
accomplished primarily by managing the 
assets and liabilities while maintaining the 
traditional high credit standards of the 
Company.

	Management believes the Company is 
appropriately positioned for future interest 
rate movements, although it may experience 
some fluctuations in net interest income due 
to short term timing differences between the 
repricing of assets and liabilities.

<TABLE>
(CAPTION>

INTEREST-EARNING ASSETS AND INTEREST-BEARING 
LIABILITIES REPRICING SCHEDULE ("GAP" TABLE)
   
At December 31, 1998
                                                 
(dollars in thousands)
3 months More than 3 More than 1 Over 5 Total
or less  to 12       to 5 years  years
         months

<S>                   <C>     <C>   <C>    <C>      <C>  

Interest-earning
assets:
Overnight
investments         $2,703   $-      $-      $-       $2,703 
Investment
securities           3,155  10,014  35,758   1,354    50,281 
Loans               12,637  27,438  20,871  14,922    75,868 
Total interest-
earning assets     $18,495 $37,452 $56,629 $16,276  $128,852 

Interest-bearing
liabilities
Certificates
of deposit         $14,524 $25,853 $13,800  $-       $54,177 
Money market
deposit accounts     9,303   -       8,350   -        17,653 
Savings and
NOW accounts         4,913   -      29,011   -        33,924 
Borrowed money       1,700   -       3,830  1,000      6,530 
Total interest-
bearing liabilities $30,440 $25,853 $54,991 $1,000  $112,284 

Interest sensitivity
gap per period    $(11,945) $11,599 $1,638 $15,276 $16,568 
Cumulative
interest
sensitivity gap   $(11,945) $(346)  $1,292 $16,568 

Cumulative gap
as a percent of
total interest-
earning assets     (9.27%)  (.27%)   1.00% 12.86%

Cumulative interest
sensitive assets
as a percent of
cumulative interest
sensitive 
liabilities       60.76%   99.39%  101.16%  114.76%

</TABLE>

SAFE HARBOR STATEMENT UNDER THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995.

This annual report, including the
President's Letter to Stockholders, 
contains certain forward-looking 
statements within the meaning of Section
27A of the Securities Act of 1993, as
amended and Section 21E of the Securities 
Exchange Act of 1934, as amended.  The 
Company intends such forward-looking 
statement to be covered by the safe 
harbor provisions for forward-looking 
statements contained in the Private 
Securities Reform Act of 1995, and is 
including this statement for purposes of 
these safe harbor provisions.  Forward-
looking statements, which are based on 
certain assumptions and describe future
plans, strategies and expectations of the 
Company, are generally identifiable by use 
of the words "believe," "expect,"
"intend," "anticipate," "estimate,"
"project" or similar expressions.  The 
Company's ability to predict results or
the actual effect of future plans or 
strategies is inherently uncertain.
Factors which could have a material 
adverse affect on the operations and 
future prospects of the Company and the 
subsidiary include, but are not limited 
to, changes in: interest rates, general
economic conditions,
legislative/regulatory changes, monetary
and fiscal policies of the U.S.
Government, including policies of the U.S.
Treasury and the Federal Reserve Board, 
the quality or composition of the loan or 
investment portfolios, demand for loan 
products, deposit flows, competition,
demand for financial services in the 
Company's market area and accounting 
principles, policies and guidelines.
These risks and uncertainties should be 
considered in evaluating forward-looking
statements and undue reliance should not 
be place on such statements.  Further 
information concerning the Company and its
business, including additional factors 
that could materially affect the Company's 
financial results, is included in the 
Company's filings with the Securities and 
Exchange Commission.

Independent Auditors' Report

The Board of Directors
MNB Bancshares, Inc.:

We have audited the accompanying 
consolidated balance sheets of MNB 
Bancshares, Inc. and subsidiaries (the 
Company) as of December 31, 1998 and 1997 
and the related consolidated statements of 
earnings, stockholders' equity, and cash 
flows for each of the years in the three-
year period ended December 31, 1998. These 
consolidated financial statements are the 
responsibility of the Company's management. 
Our responsibility is to express an opinion 
on these consolidated financial statements 
based on our audits.

We conducted our audits in accordance with 
generally accepted auditing standards. Those 
standards require that we plan and perform 
the audit to obtain reasonable assurance 
about whether the consolidated financial 
statements are free of material 
misstatement. An audit includes examining, 
on a test basis, evidence supporting the 
amounts and disclosures in the consolidated 
financial statements. An audit also includes 
assessing the accounting principles used and 
significant estimates made by management, as 
well as evaluating the overall consolidated 
financial statement presentation. We believe 
that our audits provide a reasonable basis 
for our opinion.

In our opinion, the consolidated financial 
statements referred to above present fairly, 
in all material respects, the financial 
position of the Company as of December 31, 
1998 and 1997 and the results of its 
operations and its cash flows for each of 
the years in the three-year period ended 
December 31, 1998, in conformity with 
generally accepted accounting principles.

(Insert Electronic Signature Here)

January 19, 1999

<TABLE>
<CAPTION>

MNB BANCSHARES, INC. AND SUBSIDIARIES
MANHATTAN, KANSAS

Consolidated Balance Sheets

December 31, 1998 and 1997

Assets             1998          1997

<S>                   <C>           <C>

Cash and cash equivalents:
Cash                  $3,875,529    3,398,451 
Interest-bearing
deposits in other
financial 
institutions           --           3,300,000 
Total cash and
cash equivalents       3,875,529    6,698,451 
Investment securities:
Held-to-maturity       2,266,343    6,669,809 
Available-for-sale    48,384,518   35,409,475 
Loans, net            74,297,243   87,980,366 
Loans held for sale      755,747      743,762 
Premises and equipment,
net of accumulated 
depreciation           2,231,850    2,597,658 
Accrued interest
and other assets       4,019,000    4,652,570 
Total assets        $135,830,230  144,752,091 

Liabilities and Stockholders' Equity

Liabilities:
Deposits:
Noninterest bearing
demand               $9,307,879   12,882,942 
Money market and NOW 41,249,220   39,970,310 
Savings              10,327,847    6,974,204 
Time, $100,000 and
greater               7,832,855   11,631,384 
Time, other          46,344,221   50,749,697 
Total deposits      115,062,022  122,208,537 

Federal Home
Loan Bank advances    4,607,150    5,428,577 
Other borrowings      1,922,351    3,670,802 

Accrued interest
and expenses,
taxes, and 
other liabilities       997,034    1,168,326 
Total liabilities   122,588,557  132,476,242 

Stockholders' equity:
Common stock,
$.01 par;
3,000,000 shares 
authorized;
1,367,976 and
1,284,460 shares
issued and
outstanding at
1998 and 1997          13,680         12,845 

Additional paid-in
capital             8,199,525      7,122,795 
Retained earnings   5,021,547      5,341,952 
Unearned employee
benefits             (222,351)      (271,187)
Accumulated other
comprehensive income  229,272         69,444 

Total stockholders'
equity             13,241,673     12,275,849 

Commitments and contingencies

Total liabilities
and stockholders'
equity          $135,830,230     144,752,091 

</TABLE>

See accompanying notes to consolidated 
financial statements.

<TABLE>
<CAPTION>

MNB BANCSHARES, INC. AND SUBSIDIARIES
MANHATTAN, KANSAS

Consolidated Statements of Earnings
Years ended December 31, 1998, 1997,
and 1996

                  1998          1997          1996

<S>               <C>           <C>           <C>

Interest income:
Loans            $7,326,727     5,879,204     5,704,030 
Investment
securities        2,714,558     1,944,663     1,852,665 
Other               248,150       105,003       113,214 

Total interest
income           10,289,435     7,928,870     7,669,909 

Interest
expense:      
Deposits         5,035,706      3,850,889     3,859,838 
Other
borrowings         557,267        186,822       189,312 
Total interest
expense          5,592,973      4,037,711     4,049,150 
Net interest
income           4,696,462      3,891,159     3,620,759 
Provision for
loan losses         90,000         60,000        15,000 
Net interest
income after
provision for
loan losses      4,606,462      3,831,159     3,605,759 
Noninterest income:
Fees and
service
charges           735,459         506,899       517,124 
Gains on sales
of loans          384,427          99,381        75,450 
Other              92,402          83,829        90,723 
Total non-
interest
income          1,212,288         690,109       683,297 

Noninterest expense:
Compensation
and benefits    2,043,450        1,429,665     1,220,615 
Occupancy
and equipment     632,727          431,110       376,823 
Federal deposit
insurance
premiums           51,342           47,116       570,633 
Data processing   139,714          101,878       115,312 
Amortization      245,958          106,816       112,097 
Stationery,
printing and
office supplies    95,801           70,889        85,405 
Professional fees 212,424          118,008       151,041 
Other             937,164          672,099       601,266 
Total noninterest
expense         4,358,580        2,977,581     3,233,192 

Earnings before
income taxes    1,460,170        1,543,687     1,055,864 
Income taxes      478,142          471,143       339,334 
Net earnings     $982,028        1,072,544       716,530 

Earnings per share:
Basic                $.72              .80           .53
Diluted               .70              .77           .51

See accompanying notes to consolidated 
financial statements.

</TABLE>

<TABLE>
<CAPTION>

MNB BANCSHARES, INC. AND SUBSIDIARIES
MANHATTAN, KANSAS

Consolidated Statements of Stockholders' 
Equity Years ended December 31, 1998, 1997,
and 1996

                                                            Accumulated
                             Additional          Unearned   other
                    Common   paid-in   Retained  employee   comprehensive
                    stock    capital   earnings  benefits   income         Total

<S>             <C>    <C>      <C>        <C>      <C>      <C>

Balance
at 12/31/95  $11,530 5,720,939 5,410,733 (355,915) 22,962 10,810,249 

Comprehensive income:
Net earnings      -     -        716,530    -        -       716,530 
Change in fair value of investment
securities
available-
for-sale,   
net of tax       -      -        -         -     (41,718)    (41,718)
Total compre-
hensive income   -      -        716,530   -     (41,718)    674,812 

Dividends paid
($.14 per share) -      -       (191,791)  -       -        (191,791)
Reduction of
unearned employee
benefits        -       -        -        40,895   -          40,895 
5% stock dividend
(57,402 shares) 574 594,025  (594,599)     -       -          -  
Balance at
12/31/96   12,104  6,314,964  5,340,873 (315,020) (18,756) 11,334,165 

Comprehensive income:
Net earnings  -       -       1,072,544    -       -        1,072,544 
Change in fair
value of investment
securities
available-for-sale,
net of tax     -      -           -        -       88,200      88,200 
Total compre-
hensive income -      -      1,072,544     -       88,200   1,160,744 

Dividends paid
($.24 per share) -     -     (319,866)     -         -       (319,866)
Reduction of
unearned
employee benefits  -   -       -       43,833        -         43,833 
Issuance of 13,488
shares under stock
option plan      135   56,838  -           -         -         56,973 
5% stock dividend
(60,542 shares)  606 750,993 (751,599)     -         -            -  
Balance at
12/31/97      12,845 7,122,795 5,341,952 (271,187) 69,444  12,275,849 

Comprehensive income:
Net earnings     -        -      982,028   -         -        982,028 
Change in fair
value of investment 
securities
available-for-sale,
net of tax       -        -       -        -      159,828     159,828 
Total
comprehensive
income          -        -       982,028   -      159,828   1,141,856 

Dividends paid
($.25 per share) -       -      (333,891)  -        -        (333,891)
Reduction of
unearned employee
benefits        -        -         -      48,836    -          48,836 
Issuance of 18,672
shares under stock
compensation plans  187  108,836   -       -        -         109,023 
5% stock dividend
(64,844 shares)     648  967,894 (968,542) -        -         -  
Balance at
12/31/98        $13,680  8,199,525 5,021,547 (222,351) 229,272 13,241,673 

See accompanying notes to consolidated 
financial statements.

</TABLE>

MNB BANCSHARES, INC. AND SUBSIDIARIES
MANHATTAN, KANSAS

<TABLE>
<CAPTION>

Consolidated Statements of Cash Flows
Years ended December 31, 1998, 1997,
and 1996

             1998          1997          1996
<S>               <C>                <C>                <C>

Cash flows
from operating
activities:  
Net earnings      $982,028           1,072,544           716,530 
Adjustments
to reconcile
net earnings
to net cash  
provided by 
operating
activities:   
Provision for
loan losses        90,000             60,000              15,000 
Depreciation and
amortization      561,196            211,635             315,757 
Amortization
of loan fees      (55,232)           (67,873)            (44,858)
Deferred
income taxes     (114,600)          (116,929)            (53,365)
Net (gain)
loss on sales
of investment 
securities   
available-
for-sale,
premises and
equipment and
other
real estate     (11,068)              (9,907)             22,667 
Net gain on
sales of loans (384,427)             (99,381)            (75,450)
Proceeds from
sale of loans  33,323,344           14,260,381          10,316,625 
Origination of
loans for sale (32,950,902)        (14,725,572)         (9,721,236)
Accretion of
discounts and
amortization of
premiums on
investment
securities, net 43,173      (40,931)     12,969 
Changes in assets and liabilities:
Accrued interest
and other assets  94,175      100,857      138,334 
Accrued expenses,
taxes and other 
liabilities     (136,729)     (755,282)     744,068 
Net cash provided
by (used in) operating 
activities     1,440,958      (110,458)     2,387,041 
Cash flows from
investing activities: 
Net (increase)
decrease in loans     10,368,287      (1,476,399)     (485,488)
Maturities and
prepayments of investment
securities
held-to-maturity     4,344,489      4,583,747      6,905,474 
Purchases of
investment securities
held-to-maturity        -              -           (898,789)
Proceeds from
sale of branch     973,284             -               -  
Maturities and prepayments of investment
securities
available-for-sale  13,864,202      4,465,881      4,159,394 
Purchases of investment securities 
available-for-sale     (27,114,772)     (9,340,259)     (14,681,433)
Proceeds from sale of investment securities
available-for-sale     560,024      2,582,280      3,511,808 
Proceeds from sales
of foreclosed assets     142,879      53,922      7,279 
Purchases of 
premises and
equipment, net     (260,359)     (352,578)     (152,860)
Net cash paid
in acquisitions     -            (1,650,353)     -  
Net cash provided by (used in)
investing activities     $2,878,034      (1,133,759) (1,634,615)
Cash flows from financing activities:
Net increase
(decrease)
in deposits     $(4,396,004)     1,435,787      310,507 
Net increase
(decrease) in
securities sold 
under agreements
to repurchase     (549,615)     149,615      -  
Federal Home Loan Bank advances (repayment) 
and federal
funds
purchased, net     (821,427)     (800,000)     775,000 
Proceeds (repayments)
from notes payable     (1,150,000)     2,850,000      -  
Issuance of common
stock under stock
option plan     109,023      56,973      -  
Payment of dividends     (333,891)     (319,866)     (191,791)
Net cash provided
by (used in) financing 
activities     (7,141,914)     3,372,509      893,716 
Net increase (decrease) in 
cash and cash equivalents     (2,822,922)     2,128,292      1,646,142 
Cash and cash
equivalents at
beginning of year     6,698,451      4,570,159      2,924,017 
Cash and cash
equivalents at
end of year     $3,875,529      6,698,451      4,570,159 

Supplemental disclosure of cash flow 
information:
Cash paid during
the year for
income taxes     $702,000      619,000      531,000 
Cash paid during
the year for interest     $5,623,000      3,949,000      4,206,000 
Supplemental schedule of noncash investing 
and financing
activities:
Transfer of loans
to real estate owned     $39,000      -       29,000 
Bank acquisition:
Liabilities assumed     -       37,617,000      -  
Fair value of
assets acquired         -       39,267,000      -  
Branch sale:
Liabilities sold     $2,769,000      -          -  
Assets sold           3,742,000      -          -

See accompanying notes to consolidated 
financial statements.

</TABLE>

	(1)	Summary of Significant Accounting 
Policies

(a)	Principles of Consolidation
The accompanying consolidated financial 
statements include the accounts of MNB 
Bancshares, Inc. (the Company) and its 
wholly-owned subsidiaries, principally 
Security National Bank (the Bank, including 
the merger with the former Citizens State 
Bank on December 31, 1997). Intercompany 
balances and transactions have been 
eliminated in consolidation.

(b)	Investment Securities
The Company classifies its investment 
securities portfolio as held-to-maturity, 
which are recorded at amortized cost, or 
available-for-sale, which are recorded at 
fair value with unrealized gains and losses 
excluded from earnings and reported in a 
separate component of stockholders' equity 
until realized. Premiums and discounts are 
amortized over the estimated lives of the 
securities using a method which approximates 
the interest method. Gains and losses on 
sales are calculated using the specific 
identification method.

(c)	Loans and Related Earnings
Management determines at the time of 
origination whether loans will be held for 
the portfolio or sold in the secondary 
market. Generally, fixed rate mortgage loans 
are originated and underwritten for resale 
in the secondary mortgage market. That 
decision depends on a number of factors, 
including the yield on the loan and the term 
of the loan, market conditions and the 
current gap position.

Mortgage loans originated and intended for 
sale in the secondary market are recorded at 
the lower of aggregate cost or estimated 
fair value. Fees received on such loans are 
deferred and recognized in income as part of 
the gain or loss on sale. Net unrealized 
losses are recognized in a valuation 
allowance by charges to income. Fees 
received on other loans in excess of amounts 
representing the estimated costs of 
origination are deferred and credited to 
interest income using the interest method.

Accrual of interest on nonperforming loans 
is suspended when, in the opinion of 
management, the collection of such interest 
or the related principal is less than 
probable. Any interest received on 
nonaccrual loans is credited to principal.

(d)	Allowance for Loan Losses
Provisions for losses on loans are based 
upon management's estimate of the amount 
required to maintain an adequate allowance 
for losses, relative to the risk in the loan 
portfolio. The estimate is based on reviews 
of the loan portfolio, including assessment 
of the estimated net realizable value of the 
related underlying collateral, and upon 
consideration of past loss experience, 
current economic conditions and such other 
factors which, in the opinion of management, 
deserve current recognition. Amounts are 
charged off as soon as probability of loss 
is established, taking into consideration 
such factors as the borrower's financial 
condition, underlying collateral and 
guarantees. Loans are also subject to 
periodic examination by regulatory agencies. 
Such agencies may require charge-offs or 
additions to the allowance based upon their 
judgments about information available at the 
time of their examination.

(e)	Stock in Federal Home Loan Bank and 
Federal Reserve Bank
The Bank is a member of the Federal Home 
Loan Bank (FHLB) and the Federal Reserve 
Bank (FRB) systems. As a FHLB member, the 
Bank is required to purchase and hold stock 
in the FHLB of Topeka in an amount equal to 
the greater of (a) 1% of unpaid residential 
loans, (b) 5% of outstanding FHLB advances, 
or (c) 0.3% of total assets. FHLB and FRB 
stock are included in available-for-sale 
securities.

(f)	Premises and Equipment
Premises and equipment are stated at cost 
less accumulated depreciation. Depreciation 
is provided principally using the straight-
line method over the estimated useful lives, 
ranging from 3 to 31.5 years, of the assets. 
Major replacements and betterments are 
capitalized while maintenance and repairs 
are charged to expense when incurred. Gains 
or losses on dispositions are reflected in 
current operations.

(g)	Intangible Assets
The Company's core deposit intangible asset 
and goodwill is being amortized over ten 
(accelerated) and fifteen (straight-line) 
years, respectively. When facts and 
circumstances indicate potential impairment, 
the Company evaluates the recoverability of 
asset carrying values, including intangible 
assets, using estimates of undiscounted 
future cash flows over remaining asset 
lives. When impairment is indicated, any 
impairment loss is measured by the excess of 
carrying values over fair values. No 
impairment losses have been recorded during 
1998, 1997, or 1996.

Goodwill and core deposit amortization was 
$245,958 and $106,816 in 1998 and 1997, 
respectively. The remaining unamortized 
balances of such assets at December 31, 1998 
and 1997 aggregated $2,533,443 and 
$2,899,067, respectively.

(h)	Income Taxes
The Company files a consolidated federal 
income tax return with its subsidiaries, and 
records deferred tax assets and liabilities 
for the future tax consequences attributable 
to differences between the financial 
statement carrying amounts of existing 
assets and liabilities and their respective 
income tax bases. Deferred tax assets and 
liabilities are measured using enacted tax 
rates applied to taxable income in the years 
in which those temporary differences are 
expected to be recovered or settled. The 
effect on deferred tax assets and 
liabilities of a change in tax rates is 
recognized in income in the period that 
includes the enactment date.

(i)	Use of Estimates
Management of the Company has made a number 
of estimates and assumptions relating to the 
reporting of assets and liabilities and the 
disclosure of contingent assets and 
liabilities to prepare these consolidated 
financial statements in conformity with 
generally accepted accounting principles. 
Actual results could differ from those 
estimates.

(j)	Comprehensive Income
Effective January 1, 1998, the Company 
adopted the provisions of Statement of 
Financial Accounting Standards (SFAS) No. 
130, Reporting Comprehensive Income. 
Comprehensive income is defined as the 
change in equity from transactions and other 
events and circumstances from nonowner 
sources, and excludes investments by and 
distributions to owners. Comprehensive 
income includes net income and other items 
of comprehensive income meeting the above 
criteria. The Company's only component of 
other comprehensive income is the unrealized 
holding gains and losses on available-for-
sale securities as shown below. 

<TABLE>
<CAPTION>


                                 For the years ended December 31

<S>                               <C>          <C>           <C>

                                   1998         1997         1996

Unrealized holding gains (losses)  $268,694     120,875     (80,674)
Less - reclassification
adjustment for gains              
included in net income               10,795     (21,309)    (15,213)
Net unrealized gains (losses) 
on securities                        257,899    142,184     (65,461)
Income tax expense (benefit)          98,071     53,984     (23,743)
Other comprehensive income (loss)   $159,828     88,200     (41,718)

</TABLE>

(k)	Segment Information
Effective January 1, 1998, the Company 
adopted the provisions of SFAS No. 131, 
Disclosures About Segments of an Enterprise 
and Related Information. SFAS No. 131 
requires public business enterprises to 
report financial and descriptive information 
about its reportable operating segments. 
Operating segments are components of an 
enterprise about which separate financial 
information is available that is evaluated 
regularly by the chief operating decision-
maker in deciding how to allocate resources 
and in assessing performance. Generally, 
financial information is required to be 
reported on the basis that it is used 
internally for evaluating segment 
performance and deciding how to allocate 
resources to segments. The Company has one 
reportable operating segment. The adoption 
of SFAS No. 131 had no effect on the 
Company's consolidated financial statements.

(l)	Earnings Per Share
Basic earnings per share have been computed 
based upon the weighted average number of 
common shares outstanding during each year. 
Diluted earnings per share include the 
effect of all potential common shares 
outstanding during each year. Earnings per 
share for all periods presented have been 
adjusted to give effect to the 5% stock 
dividends paid by the Company annually since 
1994 and the two-for-one stock split 
declared on January 21, 1998.

The shares used in the calculation of basic 
and diluted income per share, which have 
been restated for the annual 5% stock 
dividends and the 1998 stock split, are 
shown below:

<TABLE>
<CAPTION>

                              For the years ended
                              December 31,

                        1998          1997          1996

<S>                     <C>           <C>           <C>

Weighted average common
shares outstanding     1,360,925     1,341,585     1,334,521
Stock options             51,967        55,007        56,534

                       1,412,892     1,396,592     1,391,055
</TABLE>

	(2)	Acquisitions
On December 31, 1997, the Company acquired 
100% of the outstanding common stock of 
Freedom Bancshares, Inc. (Freedom) and its 
wholly-owned subsidiary, Citizens State 
Bank, with branches in Osage City and 
Beloit, Kansas. Subsequently, Security 
National Bank and Citizens State Bank were 
merged. Freedom had consolidated assets of 
approximately $43 million. The purchase 
price, including related costs of 
acquisition, consisted of cash of 
approximately $5.3 million. The acquisition, 
which was accounted for as a purchase, 
resulted in goodwill of approximately $2.2 
million. The Company sold the Beloit branch 
in 1998. The sale of the branch included 
approximately $3.3 million of loans and $2.8 
million of deposits. A premium of 
approximately $120,000, net of tax, was 
received from the buyer and offset against 
the goodwill recorded in the Freedom 
acquisition. Pro forma 1997 revenues, net 
earnings, and diluted earnings per share 
amounts, as if the Freedom acquisition had 
been consummated January 1, 1997, are as 
follows:


Net interest income plus other income           $6,060,979     
Net earnings                                     1,002,733
Diluted earnings per share                             .75

	(3)	Investment Securities
A summary of investment securities 
information is as follows: 

<TABLE>
<CAPTION>

                                   Gross          Gross     
                  Amortized        unrealized     unrealized     Estimated
December 31, 1998      cost        gains          losses         fair value

<S>                    <C>           <C>           <C>            <C>

Held-to-maturity:
Municipal obligations      2,143,997   26,000         -         2,170,000 
Mortgage-backed
securities                   122,346    4,000         -           126,000 
Total                     $2,266,343   30,000         -         2,296,000 

Available-for-sale:
U. S. government and agency 
obligations              $17,837,191  225,305         -        18,062,496 
Municipal obligations      6,502,706   56,572      12,925       6,546,353 
Mortgage-backed securities 20,899,389  103,714      4,757      20,998,346 
FHLB stock                  1,315,500     -           -         1,315,500 
Other investments           1,459,938    1,885        -         1,461,823 
Total                     $48,014,724  387,476     17,682      48,384,518 

</TABLE>

<TABLE>
<CAPTION>

                                   Gross       Gross
                     Amortized     unrealized   unrealized   Estimate
                     cost          gains        losses       fair value

December 31, 1997
<S>                         <C>           <C>         <C>          <C>
Held-to-maturity:
U. S. government and agency 
obligations                $3,026,592       4,000      -      3,031,000 
Municipal obligations       2,286,210      16,000     2,000   2,300,000 
Mortgage-backed securities  1,249,202       4,000      -      1,253,000 
Other investments             107,805         -        -        108,000 
Total                      $6,669,809      24,000     2,000   6,692,000 

Available-for-sale:
U. S. government and agency 
obligations               $23,010,128      58,460     7,835  23,060,753 
Municipal obligations         800,963      11,472     1,521     810,914 
Mortgage-backed securities 10,100,389      63,612    12,293  10,151,708 
FHLB stock                  1,223,000        -         -      1,223,000 
Other investments             163,100        -         -        163,100 
Total                     $35,297,580     133,544    21,649  35,409,475 

</TABLE>

Maturities of investment securities at 
December 31, 1998 are as follows:

<TABLE>
<CAPTION>
                           
                                        Amortized        Estimated
                                        cost             fair value

<S>                                     <C>              <C>

Held-to-maturity:
Due in less than one year           $529,300              533,771 
Due after one year
but within five years              1,614,697            1,636,694 
Mortgage-backed securities           122,346              125,898 
Total                             $2,266,343            2,296,363 

Available-for-sale:
Due in less than one year         $6,833,873            6,875,618 
Due after one year
but within five years             16,563,240           16,768,710 
Due after five years                 942,784              964,521 
Mortgage-backed securities
and other investments             23,674,827           23,775,660 
Total                            $48,014,724           48,384,509 


</TABLE>

Except for U. S. government and agency 
obligations, no investment in a single 
issuer exceeded 10% of stockholders' equity.


At December 31, 1998 and 1997, securities 
pledged to secure public funds on deposit 
had a carrying value of approximately $28 
million and $30 million, respectively.

	(4)	Loans
Loans consist of the following at December 
31:

<TABLE>
<CAPTION>

                                       1998          1997
<S>                                    <C>           <C>

Mortgage loans:
One-to-four family residential      $25,058,459    36,474,564 
Commercial                           25,473,084    25,470,886 
Commercial loans                     17,130,905    18,305,041 
Consumer loans                        5,817,509     6,357,088 
Student loans                         2,387,758     2,887,442 
Total                                75,867,715    89,495,021 

Less:
Loans in process                        191,015        59,678 
Deferred loan fees                       87,556       119,953 
Allowance for loan losses             1,291,901     1,335,024 
Loans, net                          $74,297,243    87,980,366 

</TABLE>

The Company is a party to financial 
instruments with off-balance sheet risk in 
the normal course of business to meet 
customer financing needs. These financial 
instruments consist principally of 
commitments to extend credit. The Company 
uses the same credit policies in making 
commitments and conditional obligations as 
it does for on-balance sheet instruments. 
The Company's exposure to credit loss in the 
event of nonperformance by the other party 
is represented by the contractual amount of 
those instruments. The Company generally 
requires collateral or other security on 
unfunded loan commitments and irrevocable 
letters of credit. The Company's outstanding 
commitments to originate and sell loans are 
immaterial.

The Company is exposed to varying risks 
associated with concentrations of credit 
relating primarily to lending activities in 
specific geographic areas. The Company's 
principal lending area consists of the 
cities of Manhattan, Auburn, Topeka and 
Osage City, Kansas and the surrounding 
communities, and substantially all of the 
Company's loans are to residents of or 
secured by properties located in its 
principal lending area. Accordingly, the 
ultimate collectibility of the Company's 
loan portfolio is dependent upon market 
conditions in those areas. These geographic 
concentrations are considered in 
management's establishment of the allowance 
for loan losses.

A summary of the activity in the allowance 
for loan losses is as follows:  

<TABLE>
<CAPTION>

                              1998          1997      1996
<S>                           <C>           <C>       <C>
Balance at beginning of year  $1,335,024    819,660   826,364 
Provision                         90,000     60,000    15,000 
Allowance for loan
loss of acquired bank              -        461,389       -  
Charge-offs                     (170,977)   (17,398)  (27,136)
Recoveries                        37,854     11,373     5,432 
 
Balance at end of year        $1,291,901  1,335,024   819,660 

</TABLE>

At December 31, 1998 and 1997, impaired 
loans, including nonaccrual loans, as 
defined by SFAS No. 114, aggregated 
approximately $144,000 and $172,000.

The Bank serviced loans for others of $18.7 
million and $24.4 million at December 31, 
1998 and 1997. Because the Bank sold 
substantially all loans originated for sale 
on a servicing released basis, no additional 
gains on sales or related mortgage servicing 
assets, as required under SFAS No. 122, were 
recorded during 1998 or 1997.

The Bank had loans to directors and officers 
at December 31, 1998, which carry terms 
similar to those for other loans. A summary 
of such loans is as follows:

Balance at beginning of year               $1,859,515
New loans                                     404,954
Payments                                   (1,232,425)
Balance at end of year                     $1,032,044

	(5)	Premises and Equipment
Premises and equipment consist of the 
following at December 31:

<TABLE>
<CAPTION>

                            1998      1997      
<S>                       <C>        <C>
Land                    $353,412    353,412
Office buildings and
improvements           2,043,942  2,421,693
Furniture and
equipment              1,750,643  1,601,511
Automobiles              142,520    142,520
Total                  4,290,517  4,519,136

Less accumulated depreciation   2,058,667   1,921,478
Total                 $2,231,850  2,597,658

</TABLE>

	(6)	Time Deposits
Maturities of time deposits are as follows 
at December 31, 1998:

Year                  Amount
1999             $40,376,961
2000               8,367,551
2001               3,657,052
2002               1,680,318
2003                  95,194
Total            $54,177,076

During 1996, the Federal Deposit Insurance 
Corporation imposed a one-time special 
assessment on Savings Association Insurance 
Fund (SAIF) assessable deposits. The 
assessment on the Company's SAIF deposits 
was $449,000 and is included in federal 
deposit insurance premiums in the 
accompanying 1996 consolidated statement of 
earnings.

	(7)	Federal Home Loan Bank Advances
Long-term advances from the FHLB at December 
31, 1998 and 1997 amount to $4,607,150 and 
$5,428,577, respectively. Maturities of such 
advances at December 31, 1998 are summarized 
as follows:

<TABLE>
<CAPTION>

Year ending December 31,
     
                    Amount        Rates
<S>                   <C>         <C>
                     
2002             $2,571,432       	6.24 - 6.95%
2003              1,035,718       	6.83 - 7.23
Thereafter        1,000,000       	6.44
                 $4,607,150

</TABLE>

The Bank has a $15,000,000 line of credit, 
renewable annually in September, with the 
FHLB under which there were no borrowings 
outstanding at December 31, 1998 and 1997. 
Interest on any outstanding balances on the 
line of credit accrues at the federal funds 
rate plus .15% (5.65% at December 31, 1998).

Although no loans are specifically pledged, 
the FHLB requires the Company to maintain 
eligible collateral that has a lending value 
at least equal to its required collateral. 
Eligible collateral includes single and 
multifamily first mortgage loans, mortgage-
backed securities, U. S. government and 
agency obligations, stock in the FHLB and 
FHLB overnight deposits.

	(8)	Other Borrowings
Other borrowings include a note payable 
relating to the Company's Employee Stock 
Ownership Plan (the ESOP) (see note 10) with 
an unrelated financial institution and a 
line of credit with another unrelated 
financial institution. The ESOP loan of 
$222,351 and $271,187 at December 31, 1998 
and 1997, respectively, bears interest at 
the prime rate (7.75% at December 31, 1998), 
is due in 2002 and is secured by the 39,168 
unallocated shares of Company common stock 
held by the ESOP. The Company's line of 
credit had outstanding balances of 
$1,700,000 and $2,850,000 at December 31, 
1998 and 1997, respectively, bears interest 
at the prime rate less .5%, is due December 
31, 2002 and is secured by all of the Bank 
stock owned by the Company.

	(9)	Income Taxes
Total income tax expense for 1998, 1997, and 
1996 is allocated as follows:

<TABLE>
<CAPTION>
                     1998          1997       1996

<S>                   <C>           <C>        <C>

Operations          $478,142      471,143    339,334
Stockholders' equity  98,071       53,984    (23,743)
                    $576,213      525,127    315,591

</TABLE>

The components of income tax expense 
allocated to earnings are as follows:

<TABLE>
<CAPTION>

                       1998          1997       1996
<S>                   <C>           <C>          <C>

Current        $592,742    588,072   392,699
Deferred       (114,600)  (116,929)  (53,365)
                $478,142   471,143   339,334

Federal   $429,736   434,143   271,070
State       48,406    37,000    68,264
          $478,142   471,143   339,334
</TABLE>

The reasons for the difference between 
actual income tax expense and expected 
income tax expense allocated to earnings 
before extraordinary loss at the 34% 
statutory federal income tax rate are as 
follows:

<TABLE>
<CAPTION>

            1998     1997     1996
<S>         <C>      <C>      <C>

Expected income
tax expense at statutory 
rate      $496,458   524,854   358,994
Tax-exempt interest  (63,000)  (31,900) (37,838)
Nondeductible amortization  59,565  9,406  11,752
State income taxes  31,947  24,420  56,188
Other, net  (46,828)   (55,637)  (49,762)
             $478,142  471,143  339,334
</TABLE>

The tax effects of temporary differences 
that give rise to the significant portions 
of the deferred tax assets and liabilities 
at December 31, 1998 and 1997 are as 
follows:

<TABLE>
<CAPTION>
            1998      1997        1996
<S>         <C>       <C>         <C>
Deferred tax assets:
Unrealized loss on investment 
securities	available-for-sale
            $-      -         11,533
Allowance for
loan losses  412,000   198,400    108,646
Other   20,300   18,400   18,895
Total deferred
tax assets  432,300   216,800   139,074
Deferred tax liabilities:
Unrealized gain on investment 
securities
available-for-sale  125,700   42,451    -
Core deposit intangible  64,800   85,500  109,006
FHLB stock dividends  232,300   191,800   167,994
Premises and equipment  -  1,000   7,294
State taxes   8,400   21,800  21,645
Other   112,600   17,100   38,931
Total deferred tax 
liabilities   543,800   359,651   344,870
Net deferred tax liability   $111,500   142,851  205,796

</TABLE>

	(10)	Employee Benefit Plans
Qualified employees of the Company and the 
Bank may participate in an employee stock 
ownership plan. The ESOP borrowed under a 
bank loan agreement (note 8) with the 
proceeds used to acquire the Company's 
common stock. Contributions, along with 
dividends on unallocated shares of common 
stock, are used by the ESOP to make payments 
of principal and interest on the bank loan. 
Because the Company has guaranteed the 
ESOP's borrowing, the outstanding note 
payable balance is recorded as unearned 
compensation, which is presented as a 
reduction of stockholders' equity in the 
accompanying consolidated balance sheets. 
Unearned compensation is reduced as the 
related note payable is reduced. ESOP 
contributions by the Bank charged to 
compensation and benefits expense in 1998, 
1997, and 1996 were approximately $55,000, 
$50,000, and $57,000, respectively.

The Company has a stock option plan for 
directors and selected officers and 
employees. The exercise price of options 
granted under the plan is at least equal to 
the fair market value on the date of grant. 
The options vest over varying periods of 
time and are exercisable for up to ten 
years. Information with respect to option 
activity (as adjusted for stock dividends 
and split) is as follows:

<TABLE>
<CAPTION>

                    Number of    Weighted average
                    shares       exercise price
                                 per share

<S>                  <C>         <C>

Outstanding at
 December 31, 1995  85,068  $ 4.53  
Issued  8,000  10.50
Effect of 5% stock dividend  4,642  -

Outstanding at
 December 31, 1996  97,710  4.22
Effect of 5% stock dividend  4,514   -
Exercised  (13,488)  4.22

Outstanding at
 December 31, 1997  88,736  4.65
Effect of 5% stock dividend  3,761  -
Issued  4,071    13.13
Exercised  (17,192)  5.20

Outstanding at
 December 31, 1998  79,376  $4.75

Options exercisable
 at December 31, 1998  69,790  $3.92

</TABLE>

Options outstanding at December 31, 1998 
were exercisable at  prices ranging from  $3.92 to $13.13


In accordance with SFAS No. 123, Accounting 
for Stock-based Compensation, the Company 
has chosen not to apply the accounting 
provision of SFAS No. 123 in its 
consolidated financial statements but rather 
to disclose pro forma amounts. The fair 
value of the options granted in 1996 and 
1998 were estimated utilizing the following 
assumptions: dividend yields of 1.2% and 
1.8%, volatility of 4.7% and 17.2%, risk-
free interest rate of 7.0% and 6.5%, and 
expected lives of 5 years, respectively. Pro 
forma net earnings and earnings per share 
for 1998, 1997, and 1996, applying the 
disclosure provisions of SFAS No. 123, would 
be the same as those amounts reflected in 
the accompanying consolidated statements of 
earnings.

The Company has adopted an incentive program 
whereby bonuses are awarded if certain 
annual profitability thresholds are 
achieved. The incentive program also allows 
for discretionary bonuses. The Company 
recorded bonuses under the incentive 
programs of approximately $6,000, $75,000, 
and $53,000 in 1998, 1997, and 1996, 
respectively. In 1998, accrued bonuses 
payable were used to purchase 1,480 shares 
of common stock from the Company for 
$19,703.

	(11)	Fair Value of Financial 
Instruments

Fair value estimates of the Company's 
financial instruments as of December 31, 
1998 and 1997, including methods and 
assumptions utilized, are set forth below:

<TABLE>
<CAPTION>

                     1998                      1997

              Carrying    Estimated      Carrying   Estimated
              amount      fair value     amount     fair value
<S>            <C>         <C>            <C>        <C>
Investment securities $50,650,861  50,681,000 42,079,284 42,101,000
Loans, net of unearned fees
and allowance for loan
losses  $74,297,243  73,581,000  87,980,366  85,988,000
Noninterest bearing demand
	deposits  $9,307,879  9,308,000  12,882,942  12,883,000
Money market and NOW
	deposits   41,249,220  41,249,000  39,970,310  39,970,000
Savings deposits  10,327,847  10,328,000  6,974,204  6,974,000
Time deposits  54,177,076  54,548,000  62,381,081  62,449,000
Total deposits  $115,062,022  115,433,000  122,208,537  122,276,000
FHLB advances  $4,607,150  4,761,000  5,428,577  5,439,000
Other borrowings $1,922,351  1,922,000  3,670,802  3,671,000

</TABLE>

Methods and Assumptions Utilized
The carrying amount of cash and cash 
equivalents, loans held for sale, federal 
funds sold, and accrued interest receivable 
and payable are considered to approximate 
fair value.

The estimated fair value of investment 
securities, except certain obligations of 
states and political subdivisions, is based 
on bid prices published in financial 
newspapers or bid quotations received from 
securities dealers. The fair value of 
certain obligations of states and political 
subdivisions is not readily available 
through market sources other than dealer 
quotations, so fair value estimates are 
based upon quoted market prices of similar 
instruments, adjusted for differences 
between the quoted instruments and the 
instruments being valued.

The estimated fair value of the Company's 
loan portfolio is based on the segregation 
of loans by collateral type, interest terms 
and maturities. In estimating the fair value 
of each category of loans, the carrying 
amount of the loan is reduced by an 
allocation of the allowance for loan losses. 
Such allocation is based on management's 
loan classification system which is designed 
to measure the credit risk inherent in each 
classification category. The estimated fair 
value of performing variable rate loans is 
the carrying value of such loans, reduced by 
an allocation of the allowance for loan 
losses. The estimated fair value of 
performing fixed rate loans is calculated by 
discounting scheduled cash flows through the 
estimated maturity using estimated market 
discount rates that reflect the interest 
rate risk inherent in the loan, reduced by 
an allocation of the allowance for loan 
losses. The estimate of maturity is based on 
the Company's historical experience with 
repayments for each loan classification, 
modified, as required, by an estimate of the 
effect of current economic and lending 
conditions. The fair value for significant 
nonperforming loans is the estimated fair 
value of the underlying collateral based on 
recent external appraisals or other 
available information, which generally 
approximates carrying value, reduced by an 
allocation of the allowance for loan losses.
The estimated fair value of deposits with no 
stated maturity, such as noninterest bearing 
demand deposits, savings, money market 
accounts and NOW accounts, is equal to the 
amount payable on demand. The fair value of 
interest-bearing time deposits is based on 
the discounted value of contractual cash 
flows of such deposits. The discount rate is 
estimated using the rates currently offered 
for deposits of similar remaining 
maturities.

The carrying amounts of FHLB advances and 
other borrowings approximate fair value 
because such borrowings have relatively 
short terms or adjustable interest rates.
Limitations
Fair value estimates are made at a specific 
point in time, based on relevant market 
information and information about the 
financial instruments. These estimates do 
not reflect any premium or discount that 
could result from offering for sale at one 
time the Company's entire holdings of a 
particular financial instrument. Because no 
market exists for a significant portion of 
the Company's financial instruments, fair 
value estimates are based on judgments 
regarding future loss experience, current 
economic conditions, risk characteristics of 
various financial instruments and other 
factors. These estimates are subjective in 
nature and involve uncertainties and matters 
of significant judgment and therefore cannot 
be determined with precision. Changes in 
assumptions could significantly affect the 
estimates. Fair value estimates are based on 
existing balance sheet financial instruments 
without attempting to estimate the value of 
anticipated future business and the value of 
assets and liabilities that are not 
considered financial instruments.

	(12)	Regulatory Capital Requirements
Current regulatory capital regulations 
require financial institutions to meet three 
different regulatory capital requirements. 
Institutions are required to have minimum 
leverage capital equal to 4% of total 
average assets, minimum Tier I risk-based 
capital equal to 4% of total risk-weighted 
assets, and total qualifying capital equal 
to 8% of total risk-weighted assets in order 
to be considered "adequately capitalized." 
Management believes that, as of December 31, 
1998, the Company meets all capital adequacy 
requirements to which it is subject. The 
following is a comparison of the Company's 
regulatory capital to minimum capital 
requirements at December 31, 1998 (dollars 
in thousands):

<TABLE>
<CAPTION>
   
                                              To be well
                           For capital        capitalized under
                                  adequacy           prompt corrective
                   Actual         purposes           action provisions
             Amount      Ratio    Amount     Ratio   Amount   Ratio
<S>           <C>          <C>     <C>        <C>      <C>      <C>

As of December 31, 1998:
Total Capital 
(to Risk Weighted Assets)  $13,201   17.35%  $6,085  8.00% $7,607  10.00%

Tier I Capital
(to Risk Weighted Assets)  12,250 16.10  3,043 4.00 4,564 6.00

Tier I Capital
(to Average Assets) 12,250  9.14 5,359  4.00 6,699  5.00

As of December 31, 1997:
Total Capital
(to Risk Weighted Assets)
              $13,153  15.70% $6,684  8.00% $8,354 10.00%

Tier I Capital
(to Risk Weighted Assets) 12,109  14.50 3,342  4.00 5,013  6.00

Tier I Capital
(to Average Assets) 12,109  11.70 4,139  4.00 5,174  5.00

</TABLE>

	(13)	Parent Company Condensed Financial 
Statements
Following is condensed financial information 
of the Company as of and for the years ended 
December 31, 1998 and 1997:

<TABLE>
<CAPTION>

Condensed Balance Sheets
December 31, 1998 and 1997

<S>               <C>            <C>
Assets           1998            1997
Cash         $77,102           129,987 
Investment securities 17,500  171,403 
Investment in subsidiary  15,049,128   15,086,801 
Other  -     8,337 
Total assets $15,143,730   15,396,528 
Liabilities and Stockholders' Equity 
Borrowed funds  $1,922,351   3,121,187 
Other  (20,294)  (508)
Stockholders' equity  13,241,673   12,275,849 
Total liabilities and stockholders' equity  $15,143,730  15,396,528 
</TABLE>

<TABLE>
<CAPTION>

Condensed Statements of Earnings
Years ended December 31, 1998, 1997, and 
1996

<S>             <C>            <C>        <C>
                1998          1997       1996
Dividends from subsidiary $1,357,335    937,242       650,194 
Interest income  10,400    86,582   66,749 
Interest expense  (209,485)  -    -  
Other expense, net  (98,998)  (69,898)  (115,386)
Income before equity in undistributed 
earnings of subsidiary 1,059,252   953,926   601,557 
Increase (decrease) in undistributed equity
of subsidiary  (224,227)  43,000   100,485 
Net earnings before income taxes  835,025   996,926  702,042 
Income tax benefit 147,003   75,618   14,488 
Net earnings  $982,028 1,072,544 716,530 

</TABLE>

<TABLE>
<CAPTION>

Condensed Statements of Cash Flows
Years ended December 31, 1998, 1997, and 
1996

<S>             <C>          <C>        <C>

                1998         1997       1996

Cash flows from operating activities:
Net earnings  $982,028   1,072,544   716,530 

(Increase) decrease in undistributed equity 
of subsidiary  224,227   (43,000)  (100,485)
Other  (8,683)  18,215   (21,509)
Net cash provided by operating activities  1,197,572   1,047,759   594,536 

Cash flows from investing activities:
Purchase of investment securities  -    (154,907)  (867,137)
Maturity of investment securities 150,000   400,000   950,000 
Investment in subsidiary  (25,589)  (5,332,255)  -  
Net cash provided by (used in) investing 
activities  124,411  (5,087,162)  82,863 

Cash flows from financing activities:
Issuance of shares under stock option plan  109,023 56,973 -  
Proceeds (repayments) from note payable  (1,150,000)  2,850,000   -  
Payment of dividends  (333,891)  (319,866)  (191,791)
Net cash provided by (used in) financing 
activities  (1,374,868)  2,587,107   (191,791)
Net increase (decrease) in cash  (52,885)  (1,452,296)  485,608 

Cash at beginning of year 129,987   1,582,283   1,096,675 
Cash at end of year  $77,102   129,987   1,582,283 
</TABLE>

Dividends paid by the Company are provided 
through subsidiary Bank dividends. At 
December 31, 1998, the Bank could distribute 
dividends of up to $733,000 without 
regulatory approvals.

CORPORATE INFORMATION

DIRECTORS OF MNB BANCSHARES, INC. AND 
SECURITY NATIONAL BANK

Brent A. Bowman, Chairman
President
Brent A. Bowman and
  Associates Architects, P.A.

Patrick L. Alexander
President and Chief Executive Officer
MNB Bancshares, Inc. and Security National 
Bank

William F. Caton*
Representative
BLC Financial Network of Mid-America, Inc.

Joseph L. Downey
Senior Consultant and Director
Dow Chemical Company

Charles D. Green
Retired Attorney
Arthur-Green LLP

Vernon C. Larson
Retired Assistant Provost and
Director of International Programs
  Kansas State University

Jerry R. Pettle
Dentist
Dental Associates of Manhattan, PA.

Susan E. Roepke
Retired Vice President, Secretary and 
Treasurer, MNB Bancshares, Inc.
Retired Senior Vice 
President/Secretary/Cashier, Security 
National Bank

Donald J. Wissman
Retired President, Grain Industry Alliance

*Bank Director only

EXECUTIVE OFFICERS OF
MNB BANCSHARES, INC.

Patrick L. Alexander
President and Chief Executive Officer

Mark Herpich
Chief Financial Officer
Vice President, Secretary and Treasurer

EXECUTIVE OFFICERS OF SECURITY NATIONAL BANK

Patrick L. Alexander
President and Chief Executive Officer

Mark A. Herpich
Senior Vice President, Secretary and Cashier

Michael E. Scheopner
Executive Vice President, Credit Risk 
Manager

Dean R. Thibault
Executive Vice President

Dennis D. Wohler
Senior Vice President

STOCK PRICE INFORMATION

The Company's common stock trades on the 
Nasdaq Small-Cap Market tier of the Nasdaq 
Stock Market under the symbol "MNBB". At 
December 31, 1998, the Company had 
approximately 450 stockholders of record. 
Set forth below are the reported high and 
low bid prices of the common stock and 
dividends paid during the past two years. 
Information presented below has been 
restated to give effect to the 5% stock 
dividends paid in 1998 and 1997.

<TABLE>
<CAPTION>

<S>            <C>          <C>        <C>
1998          	High	        Low       	Dividends
First Quarter	$17.50      	$12.00     	$0.0625
Second Quarter	16.25       	14.00	      0.0625
Third Quarter	 14.81       	12.00      	0.0625
Fourth Quarter	13.50       	11.00      	0.0625

1997	          High        	Low       	Dividends
First Quarter	$11.38      	$11.38	     $0.0595
Second Quarter	11.38       	10.00     	0.0595
Third Quarter 	11.75       	10.50      	0.0595
Fourth Quarter	13.00       	11.75      	0.0595

</TABLE>

CORPORATE HEADQUARTERS
800 Poyntz Avenue
Manhattan, Kansas 66502

ANNUAL MEETING

	The annual meeting of stockholders will 
be held at the Kansas State University 
Student Union, Room 212 Conference Room, 
Manhattan, Kansas 66506, on Wednesday, May 
19, 1999 at 2:00 PM.

FORM 10-K
	A copy of the Annual Report on Form 10-
K filed with the Securities and Exchange 
Commission may be obtained by stockholders 
without charge on written request to Patrick 
L. Alexander, President and Chief Executive 
Officer, MNB Bancshares, Inc., PO Box 308, 
Manhattan, Kansas 66505-0308


REGISTRAR AND TRANSFER AGENT
Registrar and Transfer Company
10 Commerce Drive
Cranford, NJ 07016-3572

INDEPENDENT ACCOUNTANTS
KPMG LLP 
1000 Walnut, Suite 1600
Kansas City, Missouri 64199

EXHIBIT 21.1

SUBSIDIARIES OF MNB BANCSHARES, INC.

	The only subsidiaries of the Company 
are MNB Acquisition Corporation, Inc. and  
Security National Bank, a national banking 
association with its main office located in 
Manhattan, Kansas, and with branch offices 
located  in Auburn, Osage City, and Topeka, 
Kansas.

EXHIBIT 23.1
CONSENT OF KPMG LLP

The Board of Directors
MNB Bancshares, Inc.:

We consent to incorporation by reference in 
the registration statement (No. 33-51710) on 
Form S-8 of MNB Bancshares, Inc. of our 
report, dated January 19, 1999, relating to 
the consolidated balance sheets of MNB 
Bancshares, Inc. and subsidiaries of 
December 31, 1998 and 1997 and the related 
consolidated statements of earnings, 
stockholders' equity and cash flows for each 
of the years in the three-year period ended 
December 31, 1998, which report appears in 
the December 31, 1998 annual report on Form 
10-K of MNB Bancshares, Inc.

Kansas City, Missouri
March 29, 1999

EXHIBIT 99.1

	800 Poyntz Avenue
	Manhattan, Kansas  66505
	(785) 565-2000

	April 16, 1999

Dear Stockholder:

	On behalf of the Board of Directors and 
management of MNB Bancshares, Inc., we 
cordially invite you to attend the Annual 
Meeting of Stockholders of MNB Bancshares, 
Inc., to be held at 2:00 p.m. on Wednesday, 
May 19, 1999, at the Kansas State University 
Student Union, 17th and Anderson Avenue, 
Manhattan, Kansas.  The accompanying Notice 
of Annual Meeting of Stockholders and Proxy 
Statement discuss the business to be 
conducted at the meeting.  At the meeting we 
shall report on Company operations and the 
outlook for the year ahead.

	Your Board of Directors has nominated 
three persons to serve as Class I directors, 
each of whom are incumbent directors.  The 
Company's Board of Directors has selected 
and recommends that you ratify the 
appointment of KPMG LLP to continue as the 
Company's independent public accountants for 
the year ending December 31, 1999.

	We recommend that you vote your shares 
for the director nominees and in favor of 
the proposal.

	We encourage you to attend the meeting 
in person.  Whether or not you plan to 
attend, however, please complete, sign and 
date the enclosed proxy and return it in the 
accompanying postpaid return envelope as 
promptly as possible.  This will ensure that 
your shares are represented at the meeting.

	 We look forward with pleasure to 
seeing and visiting with you at the meeting.

Very truly yours,

MNB BANCSHARES, INC.

Patrick L. Alexander
President and Chief Executive Officer

	800 Poyntz Avenue
	Manhattan, Kansas  66505
	(785) 565-2000

	NOTICE OF
	ANNUAL MEETING OF STOCKHOLDERS
	TO BE HELD MAY 19, 1999

To the stockholders of

MNB BANCSHARES, INC.

	The Annual Meeting of the Stockholders 
of MNB Bancshares, Inc., a Delaware 
corporation (the "Company"), will be held at 
the Kansas State University Student Union, 
17th and Anderson Avenue, Manhattan, Kansas, 
66506, on Wednesday, May 19, 1999, at 2:00 
p.m., local time, for the following 
purposes:

	1.	to elect three (3) Class I 
directors for a term of three years.
	
	2.	to approve the appointment of KPMG 
LLP as independent public accountants for 
the Company for the fiscal year ending 
December 31, 1999.

	3.	to transact such other business as 
may properly be brought before the meeting 
and any adjournments or postponements 
thereof.

	The Board of Directors has fixed the 
close of business on April 2, 1999, as the 
record date for the determination of 
stockholders entitled to notice of, and to 
vote at, the meeting.

By order of the Board of Directors

Patrick L. Alexander
President and Chief
Executive Officer

Manhattan, Kansas
April 16, 1999

	PROXY STATEMENT

	This Proxy Statement is furnished in 
connection with the solicitation by the 
Board of Directors of MNB Bancshares, Inc. 
(the "Company") of proxies to be voted at 
the Annual Meeting of Stockholders to be 
held at the Kansas State University Student 
Union, 17th and Anderson Avenue, Manhattan, 
Kansas, 66506, on Wednesday, May 19, 1999, 
at 2:00 p.m., local time, and at any 
adjournments or postponements thereof.

	The Board of Directors would like to 
have all stockholders represented at the 
meeting.  If you do not expect to be 
present, please sign and return your proxy 
card in the enclosed self-addressed, stamped 
envelope.  You have the power to revoke your 
proxy at any time before it is voted, by 
giving written notice to the Secretary of 
the Company, provided such written notice is 
received by the Secretary prior to the 
annual meeting or any adjournments or 
postponements thereof, by submitting a later 
dated proxy or by attending the annual 
meeting and choosing to vote in person.  The 
giving of a proxy will not affect your right 
to vote in person if you attend the meeting.

	The Company's principal executive 
office is located at 800 Poyntz Avenue, 
Manhattan, Kansas and its mailing address is 
P.O. Box 308, Manhattan, Kansas 66505.  This 
Proxy Statement and the accompanying proxy 
card are being mailed to stockholders on or 
about April 16, 1999.  The 1998 Annual 
Report of the Company, which includes 
consolidated financial statements of the 
Company and its subsidiary, is enclosed.

	The Company is the holding company for 
Security National Bank, Manhattan, Kansas 
(the "Bank").  In addition to its main 
office in Manhattan, the Bank also has 
branch offices in Topeka, Auburn and Osage 
City.  

	Only holders of record of the Company's 
Common Stock at the close of business on 
April 2, 1999, will be entitled to vote at 
the annual meeting or any adjournments or 
postponements of such meeting.  On April 2, 
1999, the Company had 1,367,976 shares of 
Common Stock, par value $0.01 per share, 
issued and outstanding.  In the election of 
directors, and for all other matters to be 
voted upon at the annual meeting, each 
issued and outstanding share is entitled to 
one vote.

	All shares of Common Stock represented 
at the annual meeting by properly executed 
proxies received prior to or at the annual 
meeting, and not revoked, will be voted at 
the annual meeting in accordance with the 
instructions thereon.  If no instructions 
are indicated, properly executed proxies 
will be voted for the nominees and for 
adoption of the proposals set forth in this 
Proxy Statement.

	A majority of the shares of the Common 
Stock, present in person or represented by 
proxy, shall constitute a quorum for 
purposes of the annual meeting.  Abstentions 
and broker non-votes will be counted for 
purposes of determining a quorum.  Directors 
shall be elected by a plurality of the votes 
present in person or represented by proxy at 
the meeting and entitled to vote.  In all 
other matters, the affirmative vote of a 
majority of shares required to constitute a 
quorum and voting on the subject matter 
shall be required to constitute stockholder 
approval.  Abstentions will be counted as 
votes against a proposal and broker non-
votes will have no effect on the vote.

	ELECTION OF DIRECTORS

	At the Annual Meeting of the 
Stockholders to be held on May 19, 1999, the 
stockholders will be entitled to elect three 
(3) Class I directors for a term expiring in 
2002.  The directors of the Company are 
divided into three classes having staggered 
terms of three years.  The nominees for 
election as Class I directors are incumbent 
directors.  The Company has no knowledge 
that any of the nominees will refuse or be 
unable to serve, but if any of the nominees 
becomes unavailable for election, the 
holders of the proxies reserve the right to 
substitute another person of their choice as 
a nominee when voting at the meeting.  Set 
forth below is information concerning the 
nominees for election and for the other 
persons whose terms of office will continue 
after the meeting, including the age, year 
first elected a director and business 
experience during the previous five years as 
of April 2, 1999.  The three nominees, if 
elected at the Annual Meeting of 
Stockholders, will serve as Class I 
directors for three year terms expiring in 
2002.  The Board of Directors unanimously 
recommends that stockholders vote FOR each 
of the nominees for director.


<TABLE>
<CAPTION>

	NOMINEES
<S>                 <C>        <C>        <C>
Name                Age    Position with the        Director
                           Company and the Bank     Since

CLASS I
(Term Expires 2002)
Patrick L. Alexander 46  President, Chief Executive
                         Officer and Director of the 
                           Company and the Bank      1990

Joseph L. Downey     62  Director of the Company
                         and the Bank                1996

Jerry R. Pettle      60  Director of the Company
                         and the Bank                1978

CLASS II
(Term Expires 2000)
Susan E. Roepke      59  Director of the Company
                         and the Bank                1997

Donald J. Wissman    61  Director of the Company
                         and the Bank	               1994

CLASS III
(Term Expires 2001)
Brent A. Bowman      49  Chairman of the Board
                         of the Company and the Bank	 1987

Charles D. Green     73  Director of the Company
                         and the Bank                 1957

Vernon C. Larson     75  Director of the Company
                         and the Bank                 1974

</TABLE>

	All of the Company's directors will 
hold office for the terms indicated, or 
until their earlier death, resignation, 
removal or disqualification, and until their 
respective successors are duly elected and 
qualified, and all executive officers hold 
office for a term of one year.  There are no 
arrangements or understandings between any 
of the directors, executive officers or any 
other person pursuant to which any of the 
Company's directors or executive officers 
have been selected for their respective 
positions, except that the Company and the 
Bank have entered into an employment 
contract with Mr. Alexander.  No director is 
related to any other director or executive 
officer of the Company or the Bank by blood, 
marriage or adoption.

	The business experience of each nominee 
and continuing director for the past five 
years is as follows: 

	Patrick L. Alexander became President 
and Chief Executive Officer of the Manhattan 
Federal Savings and Loan Association (the 
predecessor-in-interest to the Bank) in 
1990, and became the President and Chief 
Executive Officer of the Company and the 
Bank on August 28, 1992 and January 5, 1993, 
respectively.  From 1986 to 1990, Mr. 
Alexander served as President of the Kansas 
State Bank of Manhattan, Manhattan, Kansas.  
Mr. Alexander serves as a member of the 
Board of Directors of the Big Lakes 
Foundation, Inc.  Mr. Alexander serves on 
the Economic Development Committee of the 
Manhattan Chamber of Commerce.

	Brent A. Bowman has been President of 
Brent Bowman and Associates Architects, 
P.A., an architectural firm in Manhattan, 
Kansas, since 1979.  He serves on the Big 
Lakes Developmental Center Board.

	Joseph L. Downey has been a director of 
Dow Chemical Co. since 1989 and a Dow Senior 
Consultant since 1995 after having served in 
a variety of executive positions with that 
company, including Senior Vice President 
from 1991 to 1994.  

	Charles D. Green is a former partner in 
the Manhattan, Kansas law firm of Arthur-
Green LLP from 1950 to July 1, 1993.  Mr. 
Green formerly served as a director of the 
Commerce Bank, N.A., a wholly-owned 
subsidiary of CBI-Central Kansas, Inc., 
which is a wholly owned subsidiary of 
Commerce Bancshares, Inc., Kansas City, 
Missouri.

	Vernon C. Larson was the Assistant 
Provost and Director of International 
Programs at Kansas State University, 
Manhattan, Kansas from 1962 until his 
retirement in 1991.

	Jerry R. Pettle is a dentist who has 
practiced with Dental Associates of 
Manhattan, P.A., in Manhattan, Kansas, since 
1965.  Dr. Pettle is a member of the 
Manhattan Medical Center Board of Directors 
and is an examiner for the Kansas Dental 
Board.

	Susan E. Roepke is a former Vice 
President of the Company, serving in that 
capacity from its inception in 1992 until 
she retired as an officer of the Company and 
the Bank at the end of 1998.  She also 
served in a number of senior management 
positions with the Bank since 1970, 
including Senior Vice President, Secretary 
and Cashier since 1993.

	Donald J. Wissman is the former 
Chairman of DPRA Incorporated, an 
environmental/economic research and 
consulting firm headquartered in Manhattan, 
Kansas.  He served in that capacity from 
1987 to 1998.  Dr. Wissman began his service 
with the firm in 1965 and service as Vice 
President and Senior Vice President involved 
in economic and environmental regulatory 
consulting assignments.  He was the founder 
and served as President of the Grain 
Industry Alliance from 1996-1998.  He served 
as Chairman and Director of the Manhattan 
Chamber of Commerce and on the Board of 
Directors of the Kansas State University 
Research Foundation.

Board Committees and Meetings

	There presently are two committees of 
the Board of Directors of the Company, a 
Stock Option Committee, which administers 
the Company's Stock Option Plan, and an 
Audit Committee.  The full Board of 
Directors considers nominations to the 
Board, and will consider nominations made by 
stockholders if such nominations are in 
writing and otherwise comply with Section 
3.1 of the Company's bylaws.  The Board of 
Directors of the Bank has an Executive 
Committee and a Directors' Loan Committee.

	The Executive Committee consists of 
Directors Bowman (Chairman), Alexander, 
Roepke, Wissman and Mr. William F. Caton, a 
director of the Bank.  The Executive 
Committee has authority to perform policy 
reviews, oversee and direct compensation and 
personnel functions, monitor marketing and 
CRA activities, review and approve the 
budget and asset/liability position and 
undertake other organizational issues and 
planning discussions as deemed appropriate.  
The committee meets monthly on a regularly 
scheduled basis and more frequently if 
necessary.  During 1998 the committee met 11 
times.

	The Directors' Loan Committee consists 
of Directors Green (Chairman), Alexander, 
Downey, Larson and Pettle.  The Directors' 
Loan Committee is responsible for policy 
review and oversight of the loan and 
investment functions.  It has the authority 
to approve loans in excess of the Officers' 
Loan Committee lending authority up to legal 
lending limits, subject to certain 
exceptions which apply to certain levels of 
unsecured and insider loans which must be 
approved by the entire Board of Directors.  
The committee reviews the loan loss reserve 
for adequacy and reviews in detail lending 
and investment activities.  The committee 
meets monthly on a regularly scheduled basis 
and more frequently if necessary.  During 
1998 the committee met 8 times.

	The Audit Committee consists of 
Directors Pettle (Chairman), Bowman, Larson, 
Wissman and Mr. William F. Caton, a director 
of the Bank.  The Audit Committee is 
responsible for overseeing the internal and 
external audit functions.  It approves 
internal audit staffing, salaries and 
programs.  The Internal Auditor reports 
directly to the committee on audit and 
compliance matters.  The committee also 
reviews and approves the scope of the annual 
external audit and consults with the 
independent auditors regarding the results 
of their auditing procedures.  The committee 
normally meets quarterly.  During 1998 the 
committee met 4 times.  

	The Stock Option Committee consists of 
Directors Bowman (Chairman) Pettle and 
Wissman.  The Stock Option Committee 
administers the Stock Option Plan and has 
the authority, among other things, to select 
the employees to whom options will be 
granted, to determine the terms of each 
option, to interpret the provisions of the 
Stock Option Plan and to make all 
determinations that it may deem necessary or 
advisable for the administration of the 
Stock Option Plan.  During 1998 the 
committee met one time.

	A total of 13 regularly scheduled and 
special meetings were held by the Board of 
Directors of the Company during 1998.  
During 1998, all directors attended at least 
75 percent of the meetings of the Board and 
the committees on which they serve.

	Directors of the Company receive no 
fees for attendance at regularly scheduled 
meetings of the Board of Directors of the 
Company and they receive $100 for attendance 
at special meetings.  Directors of the Bank 
receive fees of $400 per month plus $100 per 
meeting for attendance at regularly 
scheduled meetings of the Board of Directors 
of the Bank and $100 per month for 
attendance at regularly scheduled meetings 
of committees, except that Mr. Alexander 
does not receive additional amounts for 
attendance at committee meetings.    

	EXECUTIVE COMPENSATION

	The following table sets forth 
information concerning the compensation paid 
or granted to the Company's Chief Executive 
Officer for the past three fiscal years.  
None of the remaining executive officers of 
the Company or the Bank had an aggregate 
salary and bonus which exceeded $100,000.

<TABLE>
<CAPTION>

SUMMARY COMPENSATION TABLE

<S>                <C>        <C>      <C>     <C>     <C>
                                       Securities
                                      Underlying   All Other
Name and           Year ended           Options/   Composition
Principal Position 12/31      Salary   Bonus ($)   SAR (#)      ($)(2)

Patrick L. Alexander 1998   $145,315   ---      ---      ---
President and Chief  1997    119,957   32,045   ---     12,975     
Executive Officer    1996    114,993   30,473   ---     13,105     

	(1)	Includes amounts deferred.

	(2)	Represents contributions made to 
the MNB Bancshares, Inc. Employee Stock 
Ownership Plan (the "ESOP"), and also 
includes premium payments for an insurance 
policy purchased to fund a supplemental 
disability and death benefit.  The 
contribution to the ESOP was $11,919 for 
1996, $13,651 for 1997 and is expected to be 
approximately $13,000 for 1998.

</TABLE>

<TABLE>
<CAPTION>

	The following table sets forth certain 
information concerning the number and value 
of stock options at December 31, 1998 held 
by the Chief Executive Officer.

AGGREGATED OPTION/SAR EXERCISES IN LAST 
FISCAL YEAR AND FY-END
OPTION/SAR VALUES

                          Number of
                          Securities           Value of
                          Underlying           Unexercised
                          Unexercised          In-the-Money
                          Options/SARs at      Options/SARs at
                          FY-End (#)           FY-End ($)
<S>            <C>           <C>      <C>       <C>       <C>     <C>
Name          Shares         Value     Exer-    Unexer-  Exer-   Unexer-
              Acquired on    Realized  cisable  cisable  cisable cisable
              Exercise (#)     ($)

Patrick L. Alexander   ---  $---  33,375(1)  ---  $292,695  $---

	(1)	Includes options resulting from 
stock dividends paid by the Company.

</TABLE>

	Employment Agreement  In January, 1993 
the Company and the Bank entered into an 
employment agreement with Patrick L. 
Alexander.  The employment agreement 
initially provided for an initial base 
salary of $94,605, which may be increased 
but not decreased, and an initial term of 
three years, with one year extensions 
thereafter unless the agreement has been 
terminated or the Company or Mr. Alexander 
has provided a notice of non-renewal prior 
thereto.  Notwithstanding any such notice, 
the term of the agreement will be extended 
to three years upon any change in control of 
the Company or the Bank, as defined in the 
agreement.  The employment agreement will 
terminate upon the death or disability of 
Mr. Alexander, in the event of certain 
regulatory actions or upon notice by either 
the Company or Mr. Alexander, with or 
without cause.  The employment agreement 
will be suspended in the event of a 
regulatory suspension of Mr. Alexander's 
employment.  In the event of termination of 
Mr. Alexander's employment due to disability 
or without cause, the Company will be 
obligated to pay or to provide to him, as 
applicable, continued salary and benefits 
until the earlier of the expiration of the 
term of the agreement or his death.  In the 
event Mr. Alexander's employment 
discontinues following a change in control 
of the Company or the Bank, the successor to 
the Company or the Bank is obligated to make 
a lump sum payment to him equal to three 
times his then annual salary and to continue 
benefits until the earlier of three years or 
his death.  For purposes of the employment 
agreement, Mr. Alexander's employment will 
be considered terminated following 
a change in control in the event his right 
to retain his position with the Bank or to 
exercise fully the authority, duties and 
responsibilities of such position is changed 
or terminated.  The employment agreement 
includes a covenant which will limit the 
ability of Mr. Alexander to compete with the 
Bank in an area encompassing a fifty mile 
radius from the Bank's main office for a 
period of one year following the termination 
of his employment with the Bank.  The 
geographic area covered by this provision 
constitutes a portion of the Bank's primary 
service area.

	The Executive Committee has furnished 
the following report on executive 
compensation.  The incorporation by 
reference of this Proxy Statement into any 
document filed with the Securities and 
Exchange Commission by the Company shall not 
be deemed to include the report unless the 
report is specifically stated to be 
incorporated by reference into such 
document.

Executive Committee Report on Executive 
Compensation

	The Executive Committee of the Board of 
Directors of the Bank is composed of five 
directors and is responsible for 
recommendations to the Board of Directors of 
the Company for compensation of executive 
officers of the Bank and the Company.  At 
this time no separate salary is paid to the 
officers of the Company.  In determining 
compensation, the following factors are 
generally taken into consideration:

	1.	The performance of the executive 
officers in achieving the short and long 
term goals of the Company.  
	2.	Payment of compensation 
commensurate with the ability and expertise 
of the executive officers.
	3.	Attempt to structure compensation 
packages so that they are competitive with 
similar companies.

The committee considers the foregoing 
factors, as well as others, in determining 
compensation.  There is no assigned weight 
given to any of these factors.

	Additionally, the Executive Committee 
considers various benefits, such as the ESOP 
and the Stock Option Plan, together with 
perquisites in determining compensation.  
The committee believes that the benefits 
provided through the stock based plans more 
closely tie the compensation of the officers 
to the interests of the stockholders and 
provide significant additional performance 
incentives for the officers which directly 
benefit the stockholders through an increase 
in the stock value.  

	The Executive Committee felt it would 
be beneficial to shareholders to have 
executive officers take a portion of 
incentive pay in the form of shares of MNB 
Bancshares, Inc. stock.  As a result of this 
thought process, in the Spring of 1998 the 
committee authorized Mr. Alexander, Ms. 
Roepke and Mr. Scheopner to receive a 
portion or all of their 1997 after tax 
incentive compensation in stock.  
Additionally, the committee changed the 
incentive program for 1998 and beyond to 
include all executive officers being 
required to take a minimum of 50% of their 
after tax incentive payment in the form of 
Company stock and have the option of taking 
up to 100% of their after tax incentive 
payment in the form of Company stock.

	Annually, the Executive Committee 
evaluates four primary areas of performance 
in determining Mr. Alexander's level of 
compensation.  These areas are:  long-range 
strategic planning and implementation; 
Company financial performance; Company 
compliance with regulatory requirements and 
relations with regulatory agencies; and 
effectiveness of managing relationships with 
stockholders and the Board of Directors.  
When evaluating the financial performance of 
the Company, the committee considers 
profitability, asset growth and risk 
management.  The primary evaluation criteria 
are considered to be essential to the long-
term viability of the Company and are given 
equal weight in the evaluation.  Finally, 
the committee reviews compensation packages 
of peer institutions to ensure that Mr. 
Alexander's compensation is competitive and 
commensurate with his level of performance.

	The 1998 compensation of Mr. Alexander 
was based upon the factors described above 
and his substantial experience and length of 
service with the organization.  During 1998, 
Mr. Alexander successfully headed the 
Company's acquisition program, which 
included planning, analysis, and contacting 
a number of financial institutions.  The 
Executive Committee also considered the 
additional duties required in completing the 
assimilation of the December 31, 1997 
acquisition of Freedom Bancshares, Inc. into 
the Company's corporate and operating 
structure.  Mr. Alexander did not 
participate in any decisions pertaining to 
his compensation.

	Members of the Executive Committee are:

	Brent A. Bowman, Chairman
	Patrick L. Alexander
	Susan E. Roepke
	Donald J. Wissman
	William F. Caton

Performance Graph

	The incorporation by reference of this 
Proxy Statement into any document filed with 
the Securities and Exchange Commission by 
the Company shall not be deemed to include 
the following performance graph and related 
information unless the graph and related 
information are specifically stated to be 
incorporated by reference into the document.

	The following graph shows a five year 
comparison of cumulative total returns for 
the Company, the Nasdaq Stock Market (U.S. 
Companies) and the Nasdaq Bank Stocks index.  
The graph was prepared at the Company's 
request by Research Data Group, Inc.,
San Francisco, California.

<TABLE>
<CAPTION>

COMPARISON OF CUMULATIVE TOTAL RETURN*
ASSUMES $100 INVESTED ON DECEMBER 31, 1993

*Total return assumes reinvestment of 
dividends and reflects the Company's prior 
stock split and stock dividends.

<S>         <C>    <C>        <C>     <C>      <C>    <C>

           12/31/93 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98
MNB Bancshares, Inc.  $100 $127 $154 $187 $223 $207
Nasdaq Market - U.S.  $100  $98 $138 $170 $208 $294
Nasdaq Bank Stocks    $100 $100 $148 $196 $328 $325

</TABLE>

SECURITY OWNERSHIP OF CERTAIN 
BENEFICIAL OWNERS

	The following table sets forth certain 
information regarding the Company's Common 
Stock beneficially owned on April 2, 1999 
with respect to all persons known to the 
Company to be the beneficial owner of more 
than five percent of the Company's Common 
Stock, each director and nominee, each 
executive officer named in the Summary 
Compensation Table and all directors and 
executive officers of the Company as a 
group.

<TABLE>
<CAPTION>

<S>                              <C>                      <C>
Name of Individual and         Amount and Nature of       Percent
Number of Persons in Group     Beneficial Ownership(1)    of Class

5% Stockholders
First Manhattan Co.  
437 Madison Avenue
New York, New York 10022  				98,799(2)  7.22%   

MNB Bancshares, Inc.
Employee Stock Ownership Plan
800 Poyntz Avenue
Manhattan, Kansas  66502   				113,627(3)  8.31% 

Jack Goldstein
555 Poyntz Avenue
Manhattan, Kansas  66502  				94,361(4)  6.89% 

Patrick L. Alexander
2801 Brad Lane
Manhattan, Kansas  66502   				103,465(5)  7.38% 

Rolla Goodyear
4009 Saltburn Drive
Plano, Texas  75093   				115,782(6)  8.46% 

Susan E. Roepke
2600 Sumac Drive
Manhattan, Kansas  66502   				106,232(7)  7.67% 

Directors

Brent A. Bowman    5,211            *
Joseph L. Downey   6,402            *
Charles D. Green   28,185(8)      2.06%
Vernon C. Larson   9,517(9)          *
Jerry R. Pettle    15,418(10)     1.13%
Donald J. Wissman  3,923(11)       *
All directors and executive officers as a 
group (12 persons)   323,523(12)  22.59% 
____________________________________		
	*Less than 1%.

</TABLE>

	(1)	The information contained in this 
column is based upon information furnished 
to the Company by the persons named above 
and the members of the designated group.  
The nature of beneficial ownership for 
shares shown in this column is sole voting 
and investment power, except as set forth in 
the footnotes below.  Inclusion of shares in 
this table shall not be deemed to be an 
admission of beneficial ownership of such 
shares.  Amounts shown include shares issued 
pursuant to a stock dividend paid by the 
Company in August, 1998.  Amounts shown 
reflect the 2 for 1 stock split effected in 
February, 1998.

	(2)	Pursuant to an Amendment dated 
February 11, 1999, to a Schedule 13D filed 
by First Manhattan Co.

	(3)	Includes 74,459 shares which have 
been allocated to participants' accounts 
under the Company's ESOP.

	(4)	Pursuant to a Schedule 13D dated 
May 13, 1998.

	(5)	Includes 4,727 shares held in an 
IRA of which the power to vote such shares 
is shared with the IRA administrator and 
41,728 shares over which voting and 
investment power is shared with his spouse.  
Also includes 33,375 shares presently 
obtainable through the exercise of options 
granted under the Company's Stock Option 
Plan, over which shares Mr. Alexander has no 
voting and sole investment power.

	(6)	Includes 2,234 shares held by Mr. 
Goodyear's spouse, over which shares Mr. 
Goodyear has no voting or investment power.

	(7)	Ms. Roepke is a retired Vice 
President and the Chief Financial Officer of 
the Company.  She currently is a member of 
the Board of Directors.  This includes 
19,859 shares held in an Investment 
Retirement Account ("IRA"), of which the 
power to vote such shares is shared with the 
IRA administrator, 3,084 shares held in her 
spouse's IRA and over which Ms. Roepke has 
shared voting and investment power, 2,549 
shares held in a living trust of which Ms. 
Roepke is a co-trustee and over which Ms. 
Roepke has shared voting and investment 
power, 28,589 shares held in her spouse's 
living trust and over which Ms. Roepke has 
shared voting and investment power, and 
16,974 shares presently obtainable through 
the exercise of options granted under the 
Company's Stock Option Plan, over which 
shares Ms. Roepke has no voting and sole 
investment power.

	(8)	Includes 2,662 shares presently 
obtainable through the exercise of options 
granted under the Company's Stock Option 
Plan, over which shares Mr. Green has no 
voting and sole investment power.

	(9)	Represents 9,517 shares held 
jointly with his spouse and over which Mr. 
Larson has shared voting and investment 
power.

	(10)	Includes 6,338 shares held in 
Dental Association Profit Sharing Plan and 
over which Mr. Pettle has full voting and 
investment power.

	(11)	Includes 1,533 shares held by his 
spouse and over which Mr. Wissman has shared 
voting and investment power.

	(12)	Includes an aggregate of 64,466 
shares presently obtainable through the 
exercise of options granted under the 
Company's Stock Option Plan.

	Section 16(a) of the Securities 
Exchange Act of 1934 requires that the 
Company's executive officers, directors and 
persons who own more than 10% of the 
Company's Common Stock file reports of 
ownership and changes in ownership with the 
Securities and Exchange Commission and with 
the exchange on which the Company's shares 
of Common Stock are traded.  Such persons 
are also required to furnish the Company 
with copies of all Section 16(a) forms they 
file.  Based solely on the Company's review 
of the copies of such forms, the Company is 
not aware that any of its directors, 
executive officers or 10% stockholders 
failed to comply with the filing 
requirements of Section 16(a) during the 
period commencing January 1, 1998 through 
December 31, 1998.
	
	TRANSACTIONS WITH MANAGEMENT

	Directors and officers of the Company 
and the Bank and their associates were 
customers of and had transactions with the 
Company and the Bank during 1998.  
Additional transactions are expected to take 
place in the future.  All outstanding loans, 
commitments to loan, and certificates of 
deposit and depository relationships, in the 
opinion of management, were made in the 
ordinary course of business, on 
substantially the same terms, including 
interest rates and collateral, as those 
prevailing at the time for comparable 
transactions with other persons and did not 
involve more than the normal risk of 
collectibility or present other unfavorable 
features.

	INDEPENDENT PUBLIC ACCOUNTANTS

	Stockholders will be asked to approve 
the appointment of KPMG LLP as the Company's 
independent public accountants for the year 
ending December 31, 1999.  A proposal will 
be presented at the annual meeting to ratify 
the appointment of KPMG LLP.  If the 
appointment of KPMG LLP is not ratified, the 
matter of the appointment of independent 
public accountants will be considered by the 
Board of Directors.  Representatives of KPMG 
LLP are expected to be present at the 
meeting and will be given the opportunity to 
make a statement if they desire to do so and 
will be available to respond to appropriate 
questions.

	The Board of Directors unanimously 
recommends a vote FOR this appointment.

		SUBMISSION OF STOCKHOLDER 
PROPOSALS

	Any proposal which a stockholder of the 
Company wishes to have included in the proxy 
materials of the Company relating to the 
next annual meeting of stockholders of the 
Company, which is scheduled to be held in 
May 2000, must be received at the principal 
executive offices of the Company (MNB 
Bancshares, Inc., 800 Poyntz Avenue, 
Manhattan, Kansas  66505, attention: Mr. 
Patrick L. Alexander, President) no later 
than December 17, 1999, and must otherwise 
comply with the notice and other provisions 
of the Company's Bylaws.

	GENERAL

	Your proxy is solicited by the Board of 
Directors and the cost of solicitation will 
be paid by the Company.  In addition to the 
solicitation of proxies by use of the mails, 
officers, directors and regular employees of 
the Company or the Bank, acting on the 
Company's behalf, may solicit proxies by 
telephone, telegraph or personal interview.  
The Company will, at its expense, upon the 
receipt of a request from brokers and other 
custodians, nominees and fiduciaries, 
forward proxy soliciting material to the 
beneficial owners of shares held of record 
by such persons.

	OTHER BUSINESS

	It is not anticipated that any action 
will be asked of the stockholders other than 
that set forth above, but if other matters 
properly are brought before the meeting, the 
persons named in the proxy will vote in 
accordance with their best judgment.


	FAILURE TO INDICATE CHOICE

	If any stockholder fails to indicate a 
choice in items (1) and (2) on the proxy 
card, the shares of such stockholder shall 
be voted (FOR) in each instance.

	REPORT ON FORM 10-K

THE COMPANY WILL FURNISH WITHOUT CHARGE TO 
EACH PERSON REPRESENTING THAT HE OR SHE WAS 
A BENEFICIAL OWNER OF THE COMPANY'S COMMON 
STOCK AS OF THE RECORD DATE FOR THE MEETING, 
UPON WRITTEN REQUEST, A COPY OF THE 
COMPANY'S ANNUAL REPORT ON FORM 10-K.  SUCH 
WRITTEN REQUEST SHOULD BE SENT TO MR. 
PATRICK L. ALEXANDER, MNB BANCSHARES, INC., 
P.O. BOX 308, MANHATTAN, KANSAS  66505.

By order of the Board of Directors

Patrick L. Alexander
President and Chief
Executive Officer

Manhattan, Kansas
April 16, 1999

	ALL STOCKHOLDERS ARE URGED TO SIGN
	AND MAIL THEIR PROXIES PROMPTLY

	PROXY FOR COMMON SHARES ON BEHALF OF 
BOARD OF DIRECTORS
	FOR THE ANNUAL MEETING OF THE 
STOCKHOLDERS OF
	MNB BANCSHARES, INC. TO BE HELD MAY 19, 
1999

	The undersigned hereby appoints Patrick 
L. Alexander and Brent A. Bowman, or either 
of them acting in the absence of the other, 
with power of substitution, attorneys and 
proxies, for and in the name and place of 
the undersigned, to vote the number of 
shares of Common Stock that the undersigned 
would be entitled to vote if then personally 
present at the Annual Meeting of the 
Stockholders of MNB Bancshares, Inc., to be 
held at the Kansas State University Student 
Union, 17th and Anderson Avenue, Manhattan, 
Kansas 66506, on Wednesday, May 19, 1999, at 
2:00 p.m., local time, or any adjournments 
or postponements thereof, upon the matters 
set forth in the Notice of Annual Meeting 
and Proxy Statement, receipt of which is 
hereby acknowledged, as follows:

1.	ELECTION OF DIRECTORS:
FOR all nominees listed below (except as 
marked to the contrary below)

WITHHOLD AUTHORITY
to vote for all nominees listed below

	(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO 
VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A 
LINE THROUGH THE NOMINEE'S NAME IN THE LIST 
BELOW.)

Class I (term expires 2002):  Patrick L. 
Alexander, Joseph L. Downey and Jerry R. 
Pettle

2.	APPROVE THE APPOINTMENT OF KPMG LLP AS 
THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS 
FOR THE YEAR ENDING DECEMBER 31, 1999:

For        Against      Abstain

3.	In accordance with their discretion, 
upon all other matters that may properly 
come before said meeting and any 
adjournments or postponements thereof.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE 
VOTED IN THE MANNER DIRECTED HEREIN BY THE 
UNDERSIGNED STOCKHOLDER.  IF NO DIRECTION IS 
MADE, THIS PROXY WILL BE VOTED FOR THE 
NOMINEES LISTED UNDER PROPOSAL 1 AND FOR 
PROPOSAL 2.

Dated: ____________, 1999

		Signature(s)                                                 
		
NOTE:  PLEASE DATE PROXY AND SIGN IT EXACTLY 
AS NAME OR NAMES APPEAR ABOVE.  ALL JOINT 
OWNERS OF SHARES SHOULD SIGN.  STATE FULL 
TITLE WHEN SIGNING AS EXECUTOR, 
ADMINISTRATOR, TRUSTEE, GUARDIAN, ETC.  
PLEASE RETURN SIGNED PROXY IN THE ENCLOSED 
ENVELOPE.