SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 21549

                                   FORM 10-K

                       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, 2000
                                      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
      Title of Each Class                      on which Registered
             None                                        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. [X]

      The aggregate  market value of voting common stock of Registrant  held by
non-affiliates  as of March 15, 2001 was  $7,623,944.*  At March 15, 2001,  the
total number of shares of common stock outstanding was 1,563,905.

Documents incorporated by Reference:

      Portions of the 2000 Annual  Report to  Stockholders  for the fiscal year
ended  December 31, 2000,  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 23, 2001, 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 15, 2001,  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.

                         2000 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.......................     21

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     23

ITEM 14.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
           REPORTS ON FORM 8-K...........................     23

SIGNATURES ..............................................     25


                                    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.  On
January  6,  2000,  the  Company  opened  an  in-store  supermarket  branch  in
Manhattan,  Kansas.  On July 21, 2000,  the Company  completed  the purchase of
the Wamego and Osage City,  Kansas branches of Commercial  Federal Bank,  which
had total deposits of approximately  $14 million and total loans  approximating
$1 million.

      As a bank holding  company,  the Company is subject to  regulation by the
Board of  Governors  of the Federal  Reserve  System (the  "Federal  Reserve").
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 Auburn,  Manhattan,  Topeka,  Osage City and  Wamego,
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  acquisitions of Auburn,  Osage
City and Wamego and the  establishment  of the branch  facility in Topeka.  The
Company  continues  to  explore  opportunities  to expand its  banking  markets
through mergers and acquisitions, as well as branching opportunities.

      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.

      Certain deposits of the Manhattan,  Wamego and Osage City branches 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 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 66502.  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;  1000
Westloop,  Manhattan,  Kansas;  102 S 6th,  Osage  City,  Kansas;  6100 SW 21st
Street,  Topeka,  Kansas,  and  530  Lincoln,   Wamego,  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  household  growth at an annual rate 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.  Wamego is  approximately  10 miles east of Manhattan  with a population
of 3,600.

      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  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;  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.  Under the  Gramm-Leach-Bliley  Act of 1999, effective
March 11, 2000,  securities firms and insurance  companies that elect to become
financial   holding   companies   may   acquire   banks  and  other   financial
institutions.   The   Gramm-Leach-Bliley   Act  may  significantly  change  the
competitive  environment  in which the Company and the Bank  conduct  business.
The financial  services  industry is also likely to become more  competitive as
further  technological  advances  enable more  companies  to provide  financial
services.   These  technological   advances  may  diminish  the  importance  of
depository  institutions and other financial  intermediaries in the transfer of
funds between parties.

Employees

      At December 31, 2000,  the Bank had a total of 66 employees (62 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.


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 that have
not received  approval to operate as financial  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,  this
authority  would  permit the Company 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.  Eligible  bank
holding  companies  that elect to operate as financial  holding  companies  may
engage in, or own shares in companies  engaged in, a wider range of  nonbanking
activities,  including  securities  and  insurance  activities  and  any  other
activity that the Federal  Reserve,  in consultation  with the Secretary of the
Treasury,   determines   by   regulation  or  order  is  financial  in  nature,
incidental  to any  such  financial  activity  or  complementary  to  any  such
financial  activity  and does  not pose a  substantial  risk to the  safety  or
soundness of depository  institutions or the financial  system  generally.  The
BHCA  generally  does  not  place  territorial  restrictions  on  the  domestic
activities of non-bank  subsidiaries  of bank or financial  holding  companies.
As of the date of this  filing,  the Company  has not applied for nor  received
approval to operate as a financial holding company.

      Federal  law  also   prohibits  any  person  or  company  from  acquiring
"control"  of a bank  or bank  holding  company  without  prior  notice  to the
appropriate  federal bank  regulator.  "Control" is defined in certain cases as
the  acquisition  of 10% or more 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:  (i) a risk-based
requirement  expressed as a percentage of total risk-weighted  assets; and (ii)
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.

      As of December 31, 2000, the Company had regulatory  capital in excess of
the Federal Reserve's  minimum  requirements,  with a risk-based  capital ratio
of 13.2% and a leverage ratio of 7.9%.

      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  Act of 1933, as amended,  and 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, 2000, BIF and SAIF assessments  ranged
from 0% of  deposits  to  0.27% of  deposits.  For the  semi-annual  assessment
period  beginning  January 1, 2001, 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
Bank  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 BIF members  and SAIF  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.   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,  2000,  the  FICO  assessment  rate for BIF and SAIF
members was approximately 0.02% of deposits.

      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,  2000,  the  Bank  paid
supervisory assessments to the OCC totaling $48,000.

      Capital  Requirements.  The OCC has  established  the  following  minimum
capital  standards  for  national  banks,  such  as the  Bank:  (i) 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 (ii) 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,  2000,  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,  2000,  the  Bank  exceeded  its
minimum  regulatory  capital  requirements  with a leverage ratio of 8.5% and a
risk-based capital ratio of 14.1%.

      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:  (i) requiring the institution to submit a capital
restoration   plan;   (ii)   limiting  the   institution's   asset  growth  and
restricting   its   activities;   (iii)  requiring  the  institution  to  issue
additional  capital  stock  (including   additional  voting  stock)  or  to  be
acquired;  (iv)  restricting  transactions  between  the  institution  and  its
affiliates;  (v)  restricting  the  interest  rate the  institution  may pay on
deposits;  (vi) ordering a new election of directors of the institution;  (vii)
requiring  that senior  executive  officers or directors be  dismissed;  (viii)
prohibiting the institution from accepting deposits from  correspondent  banks;
(ix)   requiring  the   institution  to  divest   certain   subsidiaries;   (x)
prohibiting  the payment of principal  or interest on  subordinated  debt;  and
(xi)  ultimately,  appointing  a receiver for the  institution.  As of December
31, 2000, 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, 2000.  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, 2000,
approximately  $311,000  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 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  banks  have  the  authority  to  engage  in
interstate mergers to the extent permitted by the Riegle-Neal Act.

      Financial  Subsidiaries.   Eligible  national  banks  are  authorized  to
engage,  through  "financial  subsidiaries,"  in  certain  activities  that are
permissible for financial  holding  companies (as described  above) and certain
activities  that  the  Secretary  of the  Treasury,  in  consultation  with the
Federal  Reserve,  determines  is financial in nature or incidental to any such
financial  activity.  As of the date of this  filing,  the Bank has not applied
for nor received approval to establish any financial subsidiaries.

      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 $42.8
million or less, the reserve  requirement is 3% of total transaction  accounts;
and for  transaction  accounts  aggregating  in  excess of $42.8  million,  the
reserve  requirement  is $1.284  million  plus 10% of the  aggregate  amount of
total  transaction  accounts  in  excess  of  $42.8  million.  The  first  $5.5
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.


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 2000 Annual Report to  Stockholders  (attached as Exhibit 13.1).  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 2000 vs 1999             December 1999 vs 1998
                            Increase/(Decrease)              Increase/(Decrease)
                              Attributable to                   Attributable to
                           ---------------------             ---------------------
<S>                       <C>          <C>    <C>      <C>      <C>    <C>

                         Volume     Rate      Net      Volume     Rate       Net
                         ------     ----      ---      ------     ----       ---
                           (Dollars in thousands)       (Dollars in thousands)
Interest income:
  Investment securities   $(492)     $ 474    $  (18)   $(113)     $(144)    $(257)
  Loans                   1,044        307     1,351      (70)      (411)     (481)
                          _____      _____     _____     _____      _____     _____
    Total                   552        781     1,333     (183)      (555)     (738)
                          _____      _____     _____     _____      _____     _____

Interest expense:
  Deposits              $   374      $ 604    $  978   $ (296)     $(454)    $(750)
  Other borrowings           11         58        69      198        (53)      145
                          _____     _____     _____     _____      _____     _____
    Total                   385        662     1,047      (98)      (507)     (605)
                          _____     _____     _____     _____      _____     _____
Net interest income     $   167     $  119    $ 286    $ (85)      $ (48)    $(133)
                          =====     =====     =====     =====      =====     =====
</TABLE>

<PAGE>
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,
                                               2000      1999     1998
                                               ----      ----     ----
                                                (Dollars in thousands)
<S>                                            <C>        <C>      <C>


Investment securities:
  U.S. government and agency obligations      $16,568    $18,622   $18,062
  Mortgage-backed securities                   15,500     16,088    21,121
  Municipal bonds                              13,537      8,861     8,690
  Bankers' acceptances                              -          -     1,140
  FHLB, Federal Reserve, and Bankers Bank of
    Kansas stock and certificates of deposit    2,044      1,434     1,638
                                               ------     ------    ------
        Total                               $  47,649   $ 45,005  $ 50,651
                                               ======     ======    ======

</TABLE>

As of December  31,  2000,  the  carrying  value,  maturities  and the weighted
average yields of investment securities were as follows:

<TABLE>
<CAPTION>

                                     After One     After Five
                                      Year          Years
                      One Year or    Through       Through Ten         Total
                      Less           Five Years    Years
                     -------------  -------------  -------------    ------------
                     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   $ 2,553  6.24% $ 13,225  6.76%  $ 790 7.01% $ 16,568 6.66%

Mortgage-backed
 securities             4,586  6.31%    8,319  6.54%  2,595 6.75%   15,500 6.50%
Municipal bonds         2,979  4.51%    6,120  5.42%  4,438 4.80%   13,537 4.71%
FHLB, Federal Reserve,
 and Bankers Bank of
 Kansas stock and
 certificates of deposit  585  6.65%        -     -   1,459 7.25%    2,044 7.25%
                       ------          ------         -----         ------
  Total               $10,703  5.83% $ 27,664  6.43% $9,282 5.89% $ 47,649 6.16%
                      =======        ========        ======       ========

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, 2000.
</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>
<S>                          <C>    <C>        <C>    <C>         <C>    <C>

                                                 At December 31,
                                 2000                1999                 1998
                          -----------------     ----------------  ----------------
                                    Percent              Percent           Percent
                                      of                   of                of
                             Amount Total       Amount   Total    Amount   Total
                                       (Dollars in thousands)
Real estate loans:
   Residential
     one-to-four family (1)  $28,920   30.7%   $27,877     31.8% $25,814  34.4%
   Construction                5,420    5.8      3,807      4.3    3,569   4.7
   Multi-family                5,984    6.4      8,185      9.3    4,355   5.8
   Commercial real estate     20,647   22.0     19,643     22.4   17,549  23.4
                              ------   ----     ------     ----   ------  ----
      Total real estate loans 60,971   64.8     59,512     67.8   51,287  68.3
Consumer loans                 8,686    9.2      7,169      8.2    5,818   7.8
Commercial non-real estate    24,326   25.9     20,483     23.4   17,131  22.8
Student loans                  1,501    1.6      1,877      2.1    2,388   3.2
Less:
    Unearned fees, discounts
      and premiums                78    0.1         67      0.1       88   0.1
    Undisbursed loan funds        72    0.1          5      0.0      191   0.3
    Allowance for loan losses  1,277    1.4      1,249      1.4    1,292   1.7
                              ------  -----     ------    -----   ------ -----
      Total loans            $94,057  100.0%   $87,720    100.0% $75,053 100.0%
                              ======  =====     ======    =====   ====== =====

(1)   Includes loans held for sale totaling $380,000,  $751,000 and $756,000 at
      December 31, 2000, 1999 and 1998, respectively.

</TABLE>

<TABLE>
<CAPTION>

      The  following  table sets forth the  contractual  maturities of loans at
December 31, 2000.  The table does not include unscheduled prepayments.

                                       At December 31, 2000
                                  Up to   After 1   After 5
                                    1      to 5     years      Total
                                  year    years
                                 ------   -------   -------    -------

                                        (Dollars in thousands)
<S>                                 <C>    <C>        <C>      <C>

Real estate loans
    Residential 1-4 family      $ 3,421  $ 3,742   $ 21,757  $ 28,920
    Construction                  5,420        0          0     5,420
    Commercial                    2,809    4,094     19,728    26,631
Other loans                     $11,260  $19,827   $  3,426  $ 34,513
                                -------  -------   --------  --------
Total                           $22,910  $27,663   $ 44,911  $ 95,484
                                -------  -------   --------  --------
Less:
    Undisbursed loan funds                                         78
    Unearned discounts and
       deferred  loan fees                                         72
    Allowance for loan losses                                   1,277
                                                               ------
Loans, net                                                   $ 94,057
                                                               ======
</TABLE>


      The following  table sets forth,  at December 31, 2000, the dollar amount
of all loans due after  December  31,  2001 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
     Residential 1-4 family  $ 10,443    $ 15,056    $ 25,499
     Commercial real            6,598      17,224      23,822

  Other loans                  14,355       8,898      23,253
                               ------      ------      ------

      Total                  $ 31,396    $ 41,178    $ 72,574
                             ========    ========    ========
</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,
2000,  interest  earned on such loans  during the year ended  December 31, 2000
would not have been significantly different than reported.

<TABLE>
<CAPTION>


                                          At December 31,
                           --------------------------------------------
                             2000    1999      1998     1997     1996
                             ----    ----      ----     ----     ----
                                      (Dollars in thousands)
<S>                           <C>      <C>      <C>       <C>      <C>

Total non-accrual loans     $  406    $  466   $ 144    $ 172    $  140
Accruing loans over 90          26         -       -        -         -
  days past due
Real estate owned ("REO")      408        60       -      125        27
                              ----      ----    ----     ----      ----
Total nonperforming assets  $  840    $  526   $ 144    $ 297    $  167
                              ====      ====    ====     ====      ====
Nonperforming assets
  to total
  adjusted loans               0.9%      0.6%    0.2%     0.3%      0.3%
Nonperforming assets
  to total assets              0.5%      0.4%    0.1%     0.2%      0.2%
Allowance for loan losses
  to non-performing assets   152.0%    237.5%  897.2%   448.9%    490.9%
</TABLE>



IV.   Summary of Loan Loss Experience

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

<TABLE>
<CAPTION>


                                           At December 31,
                                 -------------------------------------
<S>                                 <C>        <C>      <C>      <C>      <C>

                                    2000      1999     1998     1997      1996
                                    ----      ----     ----     ----      ----
                                        (Dollars in thousands)
Balance at beginning of year        $ 1,249   $ 1,292  $ 1,335   $ 820    $ 826
Provision for loan losses:
    Real estate loans                     -         -       17      18        4
    Non-real estate loans                85        15       73      42       11
                                      -----     -----    -----    ----     ----
Total provision for loan losses          85        15       90      60       15
                                      -----     -----    -----    ----     ----
Allowance for loans of acquired bank:
  Allowance for real estate
    loans of acquired bank                -         -        -      92        -
  Allowance for non-real estate loans
    of acquired bank                      -         -        -     369        -
                                      -----     -----    -----    ----     ----
Total of allowance for loans of
  acquired bank                           -         -        -     461        -
                                      -----     -----    -----    ----     ----
Recoveries:
    Real estate loans                     2        29       15       1        -
    Non-real estate loans                14        27       23      10        6
                                      -----     -----    -----    ----     ----
Total recoveries                         16        56       38      11        6
                                      -----     -----    -----    ----     ----
Charge-offs:
    Real estate loans                    11        26        9       -        1
    Non-real estate loans                62        88      162      17       26
                                      -----     -----    -----   -----    -----
Total charge-offs                        73       114      171      17       27
                                      -----     -----    -----   -----    -----
Balance at end of year              $ 1,277   $ 1,249  $ 1,292 $ 1,335   $  820
                                      =====     =====    =====   =====    =====
Ratio of allowance for loan
  losses to total outstanding
    loans (gross)                       1.3%      1.4%     1.7%     1.5%    1.3%

Ratio of net charge-offs during
  the year to average loans
    outstanding during the year         0.1%      0.1%     0.2%     0.0%    0.0%

Ratio of allowance for loan
  losses to total
    non-performing loans              314.6%    268.0%   897.2%   773.9%  584.9%


</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,
                     2000                1999               1998
               -----------------   -----------------  -----------------
                           % of                % of               % of
                          Loans               Loans              Loans
                        in Each             in Each            in Each
                       Category            Category           Category
                       to Total            to Total           to Total
                 Amount   Loans     Amount    Loans    Amount    Loans
                 ------   -----     ------    -----    ------    -----
                               (Dollars in thousands)
<S>                <C>    <C>       <C>        <C>     <C>       <C>

Allocated to:
Real estate     $   503    39%    $  512        41%    $ 509       39%
Non-real
estate loans        774    61        737        59       783       61
                  -----    ---     -----        ---     -----    ----
Total           $ 1,277   100%    $1,249       100%    $1,292     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,
                 ------------------------------------------------------------------------
                            2000                1999                1998
                 ---------------------    --------------------    -----------------------
                         Percent                  Percent                 Percent
                 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        $10,251   8.5%  0.00% $ 9,950   8.9% 0.00% $ 10,677   8.9% 0.00%
Money market
  deposits       14,028  11.6%  3.60%  16,311  14.6% 3.62%   17,866  15.0% 3.63%
Checking/NOW     26,227  21.7%  4.06%  20,851  18.6% 2.73%   23,217  19.5% 3.73%
Savings          10,885   9.0%  3.62%  10,561   9.4% 3.21%    9,357   7.8% 3.11%
Certificates
 of deposit      59,390  49.2%  5.56%  54,334  48.5% 5.13%   58,261  48.8% 5.54%
                 ------  ----          ------                ------  ----

Total deposits $120,781 100.0% 4.36% $112,007  100.0% 3.83% $119,378 100.0% 4.22%
               ======== ======       =======  ======       ======== ======
</TABLE>


As  of  December  31,  2000,   the  aggregate   amount   outstanding  of  jumbo
certificates  of deposit  (amounts of $100,000 or more) was $10.3 million.  The
following  table presents the maturities of these time  certificates of deposit
at such date:

<TABLE>
<CAPTION>



                           (Dollars in thousands)
                     <S>                                    <C>

                  3 months or less                     $   3,862
                  Over 3 months through 6 months           2,229
                  Over 6 months through 12 months          3,384
                  Over 12 months                             789
                                                       ---------
                  Total                                $  10,264
                                                       =========
</TABLE>


VI.   Return on Equity and Assets
<TABLE>
<CAPTION>


                                     At or for the years ended December 31,
                                    2000    1999     1998      1997    1996
                                    ----    ----     ----      ----    ----
<S>                                 <C>    <C>       <C>       <C>     <C>

Return on average assets            .73 %   .65 %    .69 %    1.03 %   .70 %
Cash return on average assets       .88     .80      .85      1.10     .78
Return on average equity           7.95    6.82     7.73      9.18    6.54
Cash return on average equity      9.52    8.37     9.45      9.84    7.29
Equity to total assets             9.60    9.28     9.75      8.48   10.96
Dividend payout ratio             35.71   40.98    35.71     31.00   27.43
Net earnings per share, basic (1) $ .71   $ .60    $ .66     $ .72   $ .48
Net earnings per share, diluted (1) .70     .58      .63       .70     .47
Net cash earnings per share,
diluted (1) (2)                     .83     .71      .77       .75     .52
</TABLE>
[FN]

(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.
(2)   Cash  earnings   exclude  the  after-tax   effect  of   amortization   of
      intangibles.
</FN>





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            8,000            Owned

1000 Westloop
Manhattan, KS 66502      2000              400           Leased

530 Lincoln
Wamego, KS 66547         2000            5,400           Leased
</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  2000  Annual  Report  to  Stockholders  for the  fiscal  year  ended
December 31, 2000 (attached as Exhibit 13.1).




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  2000 Annual Report to  Stockholders  for the
fiscal year ended December 31, 2000 (attached as Exhibit 13.1).

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
2000  Annual  Report to  Stockholders  for the fiscal year ended  December  31,
2000 (attached as Exhibit 13.1).

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  2000
Annual  Report to  Stockholders  for the fiscal  year ended  December  31, 2000
(attached as Exhibit 13.1).

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 23,  2001  (the  "2001  Proxy
Statement") (attached as Exhibit 99.1).

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 2000.

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>


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


Patrick L. Alexander      48       President and Chief Executive Officer

Mark A. Herpich           33       Vice  President, Secretary, Chief  Financial
                                   Officer and Treasurer

The executive officers of the Bank are identified below:

Name                      Age       Positions with the Bank

Patrick L. Alexander      48        President and Chief Executive Officer

Mark A. Herpich           33        Senior Vice President and Chief Financial
                                    Officer

Michael E. Scheopner      39        Executive Vice President, Credit Risk
                                    Manager

Dean R. Thibault          49        Executive Vice President

Dennis D. Wohler          58        Senior Vice President
</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
2001 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 2001 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 2001 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  2000  Annual  Report  to  Stockholders  for the
fiscal year ended December 31, 2000 (attached as Exhibit 13.1).

      Report of Independent Public Accountants

      Consolidated Balance Sheets - December 31, 2000 and 1999

      Consolidated Statements of Earnings - Years Ended
        December 31, 2000, 1999 and 1998

      Consolidated Statements of Stockholders' Equity -
        Years Ended December 31, 2000, 1999 and 1998

      Consolidated Statements of Cash Flows - Years Ended
        December 31, 2000, 1999 and 1998

      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

A report on Form 8-K was filed on January  26,  2001 to report the  issuance of
a press  release  announcing  the  Company'  earnings for the quarter and year
ended   December  31,  2000  and  the   declaration   of  a  cash  dividend  to
stockholders.

***
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.  The Company's  filings with the Securities and Exchange  Commission are
also available via the Internet at www.sec.gov.

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                      Mark A. Herpich
        President and Chief Executive Officer     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                                    TITLE
<S>                              <C>               <C>


/s/Patrick L. Alexander      March 16, 2001    President, Chief
                                               Executive  Officer  and Director
--------------------------   --------------
Patrick L. Alexander             Date

/s/ Brent A. Bowman          March 16, 2001    Chairman of the Board
--------------------------   --------------
Brent A. Bowman                  Date

/s/ Joseph L. Downey         March 16, 2001    Director
--------------------------   --------------
Joseph L. Downey                 Date

/s/ Charles D. Green         March 16, 2001    Director
--------------------------   --------------
Charles D. Green                 Date

/s/ Vernon C. Larson         March 16, 2001    Director
--------------------------   --------------
Vernon C. Larson                 Date

/s/ Jerry R. Pettle          March 16, 2001    Director
--------------------------   --------------
Jerry R. Pettle                  Date

/s/ Susan E. Roepke          March 16, 2001    Director
--------------------------   --------------
Susan E. Roepke                  Date

/s/ Donald J. Wissman        March 16, 2001    Director
--------------------------  --------------
Donald J. Wissman                Date
</TABLE>

<TABLE>
<CAPTION>


                               INDEX TO EXHIBITS

Exhibit
Number               Description
<S>                    <C>


3.1                  Articles of Incorporation of the 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
                     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 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
                     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 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 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 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 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 Company
                     and Jerry R. Pettle - Incorporated by
                     reference from Exhibit 10.9 to Form 10-K dated
                     March 26, 1994

10.7                 MNB Bancshares, Inc. 1998 Stock Incentive Plan -
                     Incorporated by reference from Exhibit 4.1 of the
                     Form S-8 of the Company filed on December 4, 1998.

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

10.9                 Security National Bank Deferred Compensation
                     Plan, dated December 21, 1994 - Incorporated
                     by reference from Exhibit 10.20 to Form 10-K
                     dated March 26, 1994

13.1                 2000 Annual Report to Stockholders of the Company
                     for the fiscal year ended December 31, 2000

21.1                 Subsidiaries of the Company

23.1                 Consent of KPMG LLP

99.1                 Form of Proxy Statement of the Company for the Annual
                     Meeting of Stockholders to be held May 23, 2001
</TABLE>


                                                    EXHIBIT 13.1





 CORPORATE PROFILE

      MNB Bancshares, Inc. is a bank holding company which is headquartered in
Manhattan, Kansas.  Its wholly-owned subsidiary, Security National Bank, also
has its home office in Manhattan, Kansas, with branch offices operating in
Auburn, Manhattan, Osage City, Topeka and Wamego, Kansas. Security National
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.

      MNB Bancshares 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
Security National Bank, which was converted from a federal mutual savings
association.

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



       TO OUR STOCKHOLDERS, CUSTOMERS AND FRIENDS

Growth is the word that best describes the performance of MNB Bancshares,
Inc. in 2000.  Growth in profits allowed us to report record earnings of
$1,080,000 and basic earnings per share of $.71.  Cash earnings in 2000 were
a record $1,293,000, or $.83 per diluted share.  Total assets grew to $153
million while net loans grew to $94.1 million.  Your company also opened two
new banking facilities, one in the Dillons supermarket in west Manhattan and
one as a result of our acquisition of the Commercial Federal Bank branch in
Wamego, Kansas.  Our deposit products expanded to include Internet banking
and Overdraft Privilege, which contributed to our improvement in fees and
service charges to a record level of $1.1 million.  We are very excited about
the outstanding success your company experienced in 2000.  This success has
further strengthened the solid infrastructure platform from which we can
continue the growth and profitability improvements of this past year.  In the
space below I will expand upon our major accomplishments and share with you
my optimism for the future.

Net loans outstanding at year-end 2000 totaled $94.1 million versus $87.7
million at year-end 1999.  Commercial loans grew from $20.5 million to $24.3
million during the last twelve months, an increase of 19 percent.  Consumer
loans grew from $7.2 million at year-end 1999 to $8.7 million at year-end
2000, an increase of 21 percent.  These increases highlight the success our
lending team continues to experience in building personal relationships
within our communities.  These relationships ultimately result in obtaining
the opportunity to establish profitable banking relationships based upon
trust and the level of service which your company provides.  This growth in
loans has been accomplished while at the same time keeping criticized loans
and delinquency rates at very acceptable levels.

The prospects for loans we expect to record going into 2001 remains active
and indicates continued growth.  We fully expect the outstanding loan growth
we have experienced over the last two years to continue to support the
improved earnings fundamentals of your company.  However, a slowing economy
could have a negative impact on our expectations for loan growth in 2001.
Furthermore, it could have an adverse impact on the outstanding asset quality
we have enjoyed the past several years.  Your management team continues to
apply rigorous credit underwriting standards to minimize any adverse
implications that our loan portfolio might experience as a result of an
economic downturn.

Total non-interest income grew from $1.0 million in 1999 to $1.2 million in
2000, an increase of 21 percent.  This significant growth in non-interest
income was fueled by a $295 thousand increase in fees and service charges.
The primary contributor to this increase was the introduction of our new
Overdraft Privilege checking account service which gives our customers
increased peace of mind and flexibility in meeting their cash management
needs.  Net overdraft fee income increased from $326 thousand in 1999 to $591
thousand in 2000.  Also contributing to the increase in non-interest income
was a $52 thousand increase in loan fees and service charges as loan activity
in the consumer and commercial categories continues to increase.  Changes
made in our mortgage lending area in 2000 should further contribute to
non-interest income growth.  We have enhanced our mortgage loan origination
management team and revised our compensation structure.  We expect these
steps to increase our gains on sale of loans as increased loan originations
are sold into the secondary real estate market, creating additional income
and reversing a two-year downward trend in this area.  Finally, our Internet
banking service continues to grow in customer acceptance and utilization.
While this service is in its infancy, we expect that it will ultimately be a
contributor to our non-interest income sources and deposit growth.

Deposit growth continues to be a top priority for your company.  Deposits are
the raw materials that allow us to continue our loan growth and the expansion
of banking relationships across the spectrum of our customers and prospective
customers.  The continued development and growth of core deposit transaction
accounts provide us with a cost effective funding source to fund the
expansion of our asset base and corporate profitability.  Not only is the
growth of core deposits a top priority for your company, it is a key issue
for the entire banking industry.  The unprecedented growth in the equity and
mutual funds markets over the last decade have provided fierce competition
for the traditional sources of bank deposits.  Cross-selling deposit products
and further capitalizing on our loan relationships has long been a priority
for your company and a key contributor to our growth in core deposit
transaction accounts.  However, we must continue to refine our skills in this
area and do a better job of capturing our customer's total banking
relationship.  Additionally, we must remain alert and innovative to new
products, services, and strategies which will allow us to grow deposits in a
cost effective manner.  I do not expect that this challenge will be solved in
the near future.  However, it will continue to command management's utmost
attention to find cost effective approaches as expeditiously as possible.

In January, 2000 we opened our first supermarket branch in the Westloop
Dillons store in west Manhattan.  Additionally, in July, 2000 we acquired the
Commercial Federal Bank branch in Wamego, Kansas. Our Dillons branch provides
us with outstanding exposure, as we are located in an ideal area within the
community's leading supermarket.    A significant number of Wamego residents
work and shop in either Manhattan or Topeka and appreciate the convenience
our facilities provide.  These two facilities, in addition to the July, 2000
acquisition of the Commercial Federal Bank branch and subsequent assimilation
into our existing facility in Osage City, not only provide us with an
enhanced banking presence in these respective markets, but have been
instrumental in our deposit growth over the past year.  We fully expect that
the Dillons and Wamego banks will continue to grow and play an instrumental
role in our efforts to grow deposits.

Your management team is cognizant of the fact that we must achieve growth in
assets and income while at the same time containing non-interest expense.  We
are pleased that we were able to add two new banking facilities and Internet
banking in 2000 and experience an increase in non-interest expense of only
$238 thousand, or 6 percent.  As our two new banking facilities grow, we
should be able to further leverage our operating expenses.  We will continue
to focus on expense containment while at the same time striving to improve
the levels of service we deliver.  As you can see, investments we have made
in the past few years in both our management team and our technology are
beginning to pay significant dividends toward your company's profitability.

Growth and leverage of corporate resources has been a key strategy over the
years as we have worked to enhance shareholder value.  I expect that strategy
to continue in 2001.  We will continue to focus on the internal growth of our
existing balance sheet and resources.  We expect that this will translate
into increased market share, loans, deposits, and profitability.  We will
also continue to be alert to opportunities for external growth.  These
opportunities may present themselves as branch acquisitions, acquisitions of
smaller community banks, or mergers with other community financial
institutions.  We are enthusiastic about our model of community banking where
local decision makers deliver banking services to customers located within
their communities.  As financial institutions strive to spread increasing
fixed costs over a larger asset base in a highly competitive environment, we
expect opportunities for bank consolidation to increase.  We expect that our
community banking values will be a very attractive alternative to those
community bank owners looking to join forces with another organization
dedicated to the delivery of quality banking services to the communities
which they serve.

In summary, 2000 was an outstanding year for MNB Bancshares, Inc.  Your
management team is optimistic about the company's prospects for 2001 and
beyond.  We are dedicated to the continued growth of the organization's
capabilities, asset base, and profitability.  I would like to thank you, our
stockholders, for your continued support.  We will continue to strive to
maintain your trust and meet your expectations.  I would also like to thank
my associates for their continuous efforts and dedication to the achievement
of our goals.  Without their efforts our success would not be possible.  I
truly believe that we have assembled an outstanding financial institution of
which we can all be proud.  I am confident that your organization has the
tools and the resources to continue our record of growth and increasing
profitability as we strive to enhance shareholder value.  We look forward to
the challenges and opportunities that lie ahead.

Sincerely,



Patrick L. Alexander
President and Chief Executive Officer

<TABLE>
<CAPTION>



      SELECTED FINANCIAL AND OTHER DATA OF MNB BANCSHARES, INC.


                                    At or for the years ended December 31,
                                      2000   1999   1998     1997   1996
                                       (Dollars in thousands, except per
                                         share amounts and percentages)
<S>                                  <C>     <C>      <C>      <C>      <C>

Selected Financial Data:
Total assets                      $152,897 $143,262 $135,830  $144,752 $103,420
Loans (1)                           94,057   87,720   75,053    88,724   62,549
Investment securities               47,649   45,005   50,651    42,079   33,239
Deposits                           130,186  112,336  115,062   122,209   86,710
Borrowings                           6,498   16,699    6,530     9,099    3,615
Stockholders' equity                14,676   13,290   13,242    12,276   11,334
Book value per share (2)              9.56     8.73     8.78      8.28     7.71

Selected Operating Data:
Total interest income              $10,884   $9,551  $10,289    $7,929    7,670
Total interest expense               6,035    4,988    5,593     4,038    4,049
Net interest income                  4,849    4,563    4,696     3,891    3,621
Provision for loan losses               85       15       90        60       15
Net interest income after
  provision for loan losses          4,764    4,548    4,606     3,831    3,606
Gains on sales of loans                 95      141      384        99       75
Other noninterest income             1,118      861      828       591      608
Total noninterest income             1,213    1,002    1,212       690      683
Total noninterest expense            4,421    4,183    4,358     2,977    3,233
Income tax expense                     476      463      478       471      339
Net earnings                        $1,080   $  904   $  982    $1,073   $  717
Net earnings per share (2):
    Basic                         $    .71    $ .60    $ .66    $  .72   $  .48
    Diluted (3)                        .70      .58      .63       .70      .47
    Cash diluted (4)                   .83      .71      .77       .75      .52
Dividends per share (2)                .25      .24      .23       .22      .12

Other Data:
Return on average assets                  .73%     .65%    .69%   1.03%     .70%
Cash return on average assets             .88      .80     .85    1.10      .78
Return on average equity                 7.95     6.82    7.73    9.18     6.54
Cash return on average equity            9.52     8.37    9.45    9.84     7.29
Equity to total assets                   9.60     9.28    9.75    8.48    10.96
Net interest rate spread (5)             2.87     2.92    2.93    3.11     2.95
Net yield on average
  interest-earning assets (6)            3.47     3.49    3.52    3.89     3.67
Average interest-earning assets to
  average interest-bearing liabilities 114.01   114.85  114.17  119.29   117.37
Other expenses to average assets         2.99     3.03    3.07    2.86     3.15
Nonperforming loans to total loans       0.46     0.53    0.19    0.19     0.22
Net charge-offs to average loans         0.06     0.07    0.16    0.01     0.03
Nonperforming assets to total assets     0.55     0.37    0.11    0.21     0.16
Dividend payout ratio                   35.71    40.98   35.71   31.00    27.43
Number of full service banking offices      6        4       4       5        2

(1)   Loans are presented after adjustments for undisbursed loan funds,
      unearned fees and discounts, and the allowance for loan 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 $0.69 in 1996.
(4)   Cash earnings exclude the after-tax effect of amortization of intangibles.
(5)   Represents the difference between the average yield on interest-earning
      assets and the average cost of interest-bearing liabilities.
(6)   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. 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.  In January 2000, we
opened an in-store supermarket branch in Manhattan, Kansas.  We also
completed the purchase of the Wamego and Osage City, Kansas branches of
Commercial Federal Bank in July 2000, which had total deposits of $14 million
and total loans of $1 million.

   We achieved record net earnings of $1,080,000 in 2000, an increase of
$176,000, or 19.4%, over 1999.  The 2000 earnings improvement reflects the
continued strengthening of management and systems directed at enhancing core
earnings for continued growth, profitability and financial strength.  The
return on average assets was .73% compared to .65% in 1999.  Return on
average equity was 7.95% and diluted net earnings per share was $.70.  The
cash return on average equity was 9.52% and cash diluted earnings per share
was $.83.  Consistent with 1999, the board of directors declared cash
dividends of twenty-five cents per share and a five percent stock dividend in
2000.  On March 16, 2000, we announced the approval of a stock repurchase
program enabling us to repurchase up to 72,465 shares of our outstanding
stock in the open market or through privately negotiated transactions.
During 2000, we acquired 5,681 shares of our common stock at an average per
share price of $8.00.

   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 our success.  We believe that our strong capital position
puts us on solid ground and provides an excellent base for further growth and
expansion.

   Security National 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 are insured by both the Savings Association Insurance Fund and the
Bank Insurance Fund of the Federal Deposit Insurance Corporation up to the
maximum amount allowed by applicable federal law and regulation. Our primary
regulator is the Office of the Comptroller of the Currency. Additionally, we
are subject to regulation by the Federal Deposit Insurance Corporation, as
administrator of the two insurance funds and by the Board of Governors of the
Federal Reserve System with respect to reserves required to be maintained
against deposits and certain other matters. We are a member of the Federal
Home Loan Bank of Topeka and the Federal Reserve Bank of Kansas City.

   As a bank holding company, we are subject to regulation and supervision by
the Federal Reserve Board. We are also subject to various reporting and other
requirements under the federal securities laws and the regulations of the
Securities and Exchange Commission.

   Currently, our business consists of ownership of Security National Bank,
with its main office in Manhattan and branch offices in Auburn, Manhattan,
Osage City, Topeka and Wamego, Kansas.  We plan 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, 2000 AND 1999

SUMMARY OF PERFORMANCE.  Net earnings for 2000 increased 19.4% to $1,080,000
compared to $904,000 for 1999.  Diluted earnings per share for 2000 equaled
$.70 compared to $.58 for 1999, while cash diluted earnings per share for
2000 equaled $.83 compared to $.71 for 1999.  Cash earnings exclude the
after-tax effect of amortization of intangibles.  Net interest income
increased $286,000, or 6.3%, from $4.6 million to $4.8 million.  This
improvement in net earnings and net interest income was generally
attributable to growth in the commercial, commercial real estate and retail
loan portfolios resulting in an increase of $6.3 million in net loans
outstanding during 2000.  New fee and service charge initiatives overcame a
$47,000 decrease in gains on sale of loans and a $30,000 loss on sale of
investments and resulted in an increase in noninterest income of $211,000, or
21.0%, as compared to 1999.  Noninterest expense increased $238,000, or 5.7%,
related primarily to the opening during January 2000 of our first supermarket
branch in west Manhattan and the Wamego and Osage City branch acquisitions
during July 2000.

Interest Income.  Interest income increased by $1.3 million, or 14.0%, to
$10.9 million in 2000.  Average interest-earning assets increased from $130.6
million in 1999 to $140.0 million in 2000.  The average yield on
interest-earning assets improved from 7.3% in 1999 to 7.8% in 2000.  Interest
income on loans increased $1.4 million, or 19.7%, to $8.2 million. Interest
earned on securities and other investments remained consistent at $2.7
million.  The increase in interest income was due to an increase in average
loans, coupled with the increase in rates experienced as interest-earning
assets repriced during 2000.  Despite a $2.9 million decrease in average
investment securities and other investments, the improvement in the
investment portfolio yields allowed interest earned on securities and other
investments to remain consistent at $2.7 million.

Interest Expense.  Interest expense increased from $5.0 million in 1999 to
$6.0 million in 2000, or 21.0%.  Deposit interest expense increased 22.8% to
$5.3 million compared to $4.3 million for 1999.  Interest expense on
borrowings, consisting of advances from the Federal Home Loan Bank of Topeka
and funds borrowed for the acquisitions, increased $70,000 or 9.9% during
this time period.  Average interest-bearing liabilities increased $8.7
million from $113.7 million in 1999 to $122.4 million in 2000, while the
respective average cost increased from 4.4% in 1999 to 4.9% in 2000.  The
rise in interest expense resulted from an increase in deposits, an increase
in interest rates and additional borrowings from the Federal Home Loan Bank,
offset partially by principal repayments on our note payable.  Most of the
increase in deposits resulted from the July, 2000 branch acquisitions.

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 $4.8 million in 2000 compared to $4.6
million in 1999.  This was the result of the average balance of
interest-earning assets increasing $8.9 million during 2000.  The yield on
interest-earning assets also improved from 7.3% in 1999 to 7.8% in 2000,
while the cost of interest-bearing liabilities increased from 4.4% in 1999 to
4.9% in 2000.  Our ratio of interest-earning assets to interest-bearing
liabilities decreased slightly from 114.9% in 1999 to 114.0% in 2000, which
ultimately resulted in the net interest margin remaining stable at 3.5% in
2000 and 1999.

Provision for Loan Losses.  The provision for loan losses increased to
$85,000 during 2000 compared to $15,000 in 1999.  While the loan portfolio
quality remains strong, our review of the portfolio, coupled with loan growth
during 1999 and 2000, prompted an increased provision.  At December 31, 2000,
the allowance for loan losses was $1.3 million, or 1.3% of gross loans
outstanding, compared to $1.2 million, or 1.4%, at December 31, 1999.

Noninterest Income.  Noninterest income increased $211,000, or 21.0%, to $1.2
million in 2000.  Fees and service charge income increased from $806,000 to
$1.1 million, or by 36.6%, relating to new products and services initiated
during 2000.  Partially offsetting this increase was a decline in gains on
sale of loans by $47,000, or 33.2% to $95,000, as loan originations declined
due to the increase in home mortgage interest rates during 2000.  Losses on
sale of investment securities available for sale were realized in the amount
of $30,000 in 2000, compared to realized gains on sale of investment
securities available for sale of $7,000 in 1999.  The loss on sale of
investment securities in 2000 resulted from restructuring the investment
portfolio to obtain higher yielding investments.
<TABLE>
<CAPTION>
<S>                             <C>       <C>       <C>


Noninterest income (000's):    2000       1999      1998
                               ----       ----      ----

Fees and service charges     $1,100       $806      $736
Gains on sales of loans          95        141       384
Other                            18         55        92
                              -----      -----     -----
Total noninterest income:    $1,213     $1,002    $1,212
</TABLE>


Noninterest Expense.  Noninterest expense increased 5.7% to $4.4 million for
2000, resulting from increased expenses for compensation and benefits, and
occupancy and equipment.  These increased expense categories, related
primarily to opening and operating expenses of our new Dillons supermarket
branch which opened in January 2000, and our Wamego and Osage City branch
acquisitions during July 2000, were partially offset by reductions in
professional fees and federal deposit insurance premiums.  Amortization of
intangibles increased 5.2% from $226,000 to $238,000 as a result of the July
2000 branch acquisitions.

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, 2000, 1999 and 1998. 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 December 31, 2000   Year Ended December 31, 1999   Year Ended December 31, 1998
                                 Average          Average       Average          Average       Average          Average
                                 Balance Interest Yield/Rate    Balance Interest Yield/Rate    Balance Interest Yield/Rate
                                 =========================      =======================        ========================

                                                              (dollars in thousands)
<S>                              <C>    <C>     <C>             <C>    <C>    <C>              <C>     <C>     <C>

ASSETS:

  Interest-earning assets
    Investment securities (1)    $47,760 $2,687  5.63%          $50,613 $2,705   5.34%           $52,686 $2,962  5.62%
    Loans receivable, net (2)     91,793  8,197  8.93            80,019  6,846   8.56             80,788  7,327  9.07
                                  ------  -----                  ------  -----                    ------  ----
  Total interest-earning assets  139,553 10,884  7.80%          130,632  9,551   7.31%           133,474 10,289  7.71%
                                 ------- ------                 -------  -----                   ------- ------
  Non interest-earning assets      8,091                          7,552                            8,402
                                   -----                          -----                            -----
    Total                       $147,644                       $138,184                         $141,876
                                 =======                        =======                          =======
LIABILITIES AND STOCKHOLDERS' EQUITY:

  Interest-bearing liabilities:
    Certificates of deposit      $59,390 $3,300  5.56%         $ 54,334 $2,788   5.13%          $ 58,261 $3,230  5.54%
    Money market deposits         14,028    505  3.60            16,311    590   3.62             17,866    648  3.63
    Other deposits                37,112  1,459  3.93            31,413    908   2.89             32,574  1,158  3.55
    FHLB advances and other
      borrowings                  11,871    771  6.49            11,684    702   6.01              8,212    557  6.78
                                  ------  -----                  ------  -----                    ------  -----
  Total interest-bearing
    liabilities                  122,401  6,035  4.93%          113,742  4,988   4.39%           116,913  5,593  4.78%
                                 -------  -----                 -------  -----                   -------  -----
  Non interest-bearing
    liabilities                   11,666                         11,193                           12,254
  Stockholders' equity            13,576                         13,249                           12,709
                                  ------                         ------                           ------

    Total                       $147,643                       $138,184                         $141,876
                                 =======                        =======                          =======

Net interest income                       $4,849                         $4,563                           $4,696
                                           =====                          =====                            =====
Interest rate spread (3)                          2.87%                          2.93%                           2.93%
Net interest margin (4)                           3.47%                          3.49%                           3.52%
Ratio of average interest-earning assets
  to interest-bearing liabilities        114.01%                        114.85%                          114.17%
                                         ======                         ======                           ======


(1)   Income  on  investment  securities  includes  all  securities,   interest
      bearing  deposits  in other  financial  institutions  and stock owned in
      the Federal Home Loan Bank and the Federal Reserve Bank.
(2)   Includes non-accrual loans.
(3)   Interest rate spread represents the difference between the average yield
      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, 1999 AND 1998

GENERAL.  Net earnings for 1999 decreased 7.9% to $904,000 compared to
$982,000 for 1998.  This decrease in net earnings is the result of a decrease
in average loans outstanding.  Gains on sale of loans also decreased as a
result of reduced refinancing of mortgage loans, but was offset by fee and
service charge initiatives and non-interest expense savings related to the
assimilation of Freedom.  Net interest income after provision for loan losses
decreased $58,000, or 1.3%, to $4.5 million.  Gains on sale of loans
decreased 63.2%, or $243,000, to $141,000, fees and service charges increased
$70,000 or 9.5%, to $806,000, and non-interest expense decreased $175,000 or
4.0%, to $4.2 million.

Interest Income.  Interest income decreased by $738,000, or 7.2%, to $9.6
million in 1999.  Average interest-earning assets decreased from $133.5
million in 1998 to $130.6 million in 1999.  The average yield on
interest-earning assets decreased from 7.7% in 1998 to 7.3% in 1999.
Interest income on loans decreased $481,000, or 6.6%, to 6.8 million.
Interest earned on securities and other investments decreased $257,000, or
8.7%, to $2.7 million.  The decrease in interest income was due to a decrease
in average loans and investments, which was coupled with the decline in rates
experienced as interest-earning assets repriced during 1999.  We 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 our interest rate risk guidelines,
the majority of the long-term fixed rate mortgage loans originated in 1998
were sold to secondary market investors.  While we were 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.  1998's decline in loans was
countered during 1999 by increasing commercial, commercial real estate and
consumer loans by $10.9 million.  This growth was a result of successful
relationships developed by our management team.  Interest income on other
investments decreased substantially as a result of a decrease in funds
available for short-term overnight interest bearing deposits.

Interest Expense.  Interest expense decreased from $5.6 million in 1998 to
$5.0 million in 1999, or 10.8%.  Deposit interest expense decreased 14.9% to
$4.3 million compared to $5.0 million for 1998.  Interest expense on
borrowings, consisting of advances from the Federal Home Loan Bank of Topeka
and funds borrowed for the acquisition of Freedom Bancshares increased
$145,000, or 25.9% during this time period.  Average interest-bearing
liabilities decreased $3.2 million from $116.9 million in 1998 to $113.7
million in 1999, while the respective average cost declined from 4.8% in 1998
to 4.4% in 1999.  The decreased expense on deposits was due to lower average
balances and the reduction in interest rates.  Interest on borrowed funds
increased as a result of borrowing to fund the loan growth.

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 decreased to $4.6 million in 1999 compared to $4.7
million in 1998.  This was the result of the average balance of
interest-earning assets decreasing $2.8 million during 1999.  The yield on
interest-earning assets declined from 7.7% in 1998 to 7.3% in 1999, while the
cost of interest-bearing liabilities also declined from 4.8% in 1998 to 4.4%
in 1999.  The ratio of interest-earning assets to interest-bearing
liabilities increased slightly from 114.2% in 1998 to 114.9% in 1999, which
ultimately resulted in the net interest margin remaining flat at 3.5% in 1999
and 1998.

Provision for Loan Losses.  The provision for loan losses decreased to
$15,000 during 1999 compared to $90,000 in 1998.  The decreased provision
resulted from the decrease in the one-to-four family residential loan
portfolio as a result of the significant refinancing experienced in 1998.  At
December 31, 1999, the allowance for loan losses was $1.2 million, or 1.4% of
gross loans outstanding, compared to $1.3 million, or 1.7%, at December 31,
1998.

Noninterest Income.  Noninterest income decreased $210,000, or 17.3%, to $1.0
million in 1999.  Fees and service charge income increased from $736,000 to
806,000, or by 9.5%.  Gains on sale of loans decreased $243,000, or 63.2% to
$141,000.  Gains on sale of investment securities available for sale were
realized in the amount of $11,000 in 1998 and $7,000 in 1999 as we sought to
reposition the investment securities portfolio.  The gains on sale of loans
were a result of decreased loan originations due to refinancing because of
higher interest rates.  The increase in fees and service charge income was
primarily a result of analyzing our products and services offered.

Noninterest Expense.  Noninterest expense decreased 4.0% to $4.2 million for
1999.  This decrease was due in part to the continued assimilation of the
Freedom Bancshares acquisition.  Amortization of intangibles decreased 8.1%
from $246,000 to $226,000 resulting from core deposit amortization.
Professional fees decreased $73,000 from $212,000 to $139,000 as a result of
expenses incurred in 1998 which were not encountered in 1999 relating to the
acquisition, expenses related to Year 2000 issues and fees incurred for
professional services used for acquiring new personnel during 1998.  Other
operating expense decreased 7.3% to $1.0 million due primarily to cost savings
associated with the acquisition.

CAPITAL RESOURCES AND LIQUIDITY

Asset Quality and Distribution.  Our total assets were  $152.9 million at
December 31, 2000 compared to $143.3 million at December 31, 1999.  This
increase was primarily attributable to the 7.2% increase in loans experienced
during 2000 and a 5.8% increase in investment securities, which was funded by
branch acquisition proceeds and deposit growth.  Our 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.

    Our primary investing activities are the origination of loans and the
purchase of investment securities. During the years ended December 31, 2000,
1999 and 1998, we purchased investment securities aggregating $18.0 million,
$15.9 million and $27.1 million, respectively.  These purchases were funded
primarily by deposits, proceeds from the sale of fixed rate mortgage loans
and investment securities and maturing investment securities.  Generally, we
originate fixed rate mortgage loans for immediate sale and do not originate
and warehouse those loans for resale in order to speculate on interest rates.
During the years ended December 31, 2000, 1999 and 1998, we originated loans
for sale of approximately $8.2 million, $12.3 million and $33.0 million,
respectively.  The decline in loans originated for sale is attributable to
the increase in home mortgage interest rates.

<TABLE>
<CAPTION>

LOAN PORTFOLIO COMPOSITION COMPARISON (000's):

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

                       Balance   Balance
Type                       12/31/00  12/31/99 % Change
----                   --------  -------- --------

1-4 family residence   $28,540    $27,126      5.2%
Commercial real estate  32,050     31,635      1.3%
Consumer & commercial
  non-mortgage          34,514     29,529     16.9%
                        ------     ------
                       $95,104    $88,290
                        ======     ======
</TABLE>


    We believe that the quality of the loan portfolio continues to be strong
as evidenced by the small number and amount of loans past due one month or
more.  As of December 31, 2000, twenty-two real estate loans were more than
30 days past due, with a total balance of $1.2 million, which was 1.3% of
total loans outstanding.  Six of these loans totaling $351,000 were on
non-accrual status as of December 31, 2000.  Excluding guaranteed student
loans, there were twenty-seven consumer loans in the amount of $250,000, or
0.3% of the total loan portfolio, over 30 days past due and two of these
loans with a balance of $26,000 were on non-accrual status.  Additionally,
three commercial loans totaling $144,000, or 0.2% of the total loan
portfolio, were past due over 30 days.  One of these commercial loans with a
balance of $8,000 was on non-accrual status.

Liability Distribution.  At December 31, 2000, total deposits increased $3.4
million from December 31, 1999, excluding the deposits acquired in the July
2000 branch acquisitions totaling $14 million.  Borrowings decreased $10.0
million as the increased deposit balances allowed us to fund the loan growth
experienced in 2000 and reduce our borrowing levels.  In addition, $125,000
was paid on borrowings for the Freedom Bancshares acquisition.

    The deposit base has remained relatively consistent with the prior year.
Noninterest-bearing demand deposits and NOW accounts at the end of 2000
totaled $42.6 million, or 32.7% of deposits, compared to $30.9 million, or
27.5% of deposits at December 31, 1999.   Money market deposit accounts were
9.6% of the portfolio and totaled $12.5 million, compared to $16.3 million at
December 31, 1999 and savings accounts totaled $12.0 million compared to
$10.0 million at December 31, 1999.  Certificates of deposit were $63.1
million, or 48.5% of the portfolio compared to $55.1 million, or 49.1% at
December 31, 1999.

    Certificates of deposit at December 31, 2000, which were scheduled to
mature in one year or less, totaled $51.8 million. Historically, maturing
deposits have generally remained with our bank and we believe that a
significant portion of the deposits maturing in one year or less will remain
with us upon maturity.

DEPOSIT PORTFOLIO COMPOSITION COMPARISON (000's):
<TABLE>
<CAPTION>


                  Balance      Balance
Type              12/31/00     12/31/99    % Change
----              --------     --------    --------
<S>                 <C>             <C>        <C>
DDA                $10,721      $10,125      5.9%
NOW                 31,848       20,819     53.0%
MMDA                12,543       16,254    (22.8%)
Savings             11,963       10,017     19.4%
Certificates        63,111       55,121     14.5%
                    ------       ------
                  $130,186     $112,336
                   =======      =======

</TABLE>

CASH FLOWS. Cash flows provided by operating activities equaled $1.9 million
for 2000, compared to $1.7 million in 1999.  This increase in cash flows
provided by operating activities resulted from the stabilization of loans
held for sale and improved earnings.

    Net cash provided by investing activities was $4.7 million in 2000
compared to net cash used in investing activities of $8.5 million in 1999.
Net loans increased approximately $6.4 million in 2000 versus an increase of
$12.8 million in 1999.  Proceeds from sales of investment securities
available-for-sale were $2.3 million in 2000 versus $5.9 million in 1999.  No
purchases of investment securities held-to-maturity were made in 2000 or
1999.  Purchases of investment securities available-for-sale in 2000 were
$18.0 million compared to $15.9 million in 1999.  We received $13.1 million
in cash from the July 2000 branch acquisitions.

    Net cash used in financing activities was $7.1 million in 2000 compared to
$7.2 million provided in 1999.  Deposits increased $3.4 million in 2000
compared to a decrease of $2.7 million in 1999 and Federal Home Loan Bank
advances decreased $10.0 million in 2000 compared to an increase of $11.0
million in 1999.  In addition, $125,000 was paid on the line of credit
utilized to finance the purchase of Freedom Bancshares and $45,000 was
utilized to purchase shares of our stock.

Liquidity.  Our most liquid assets are cash and cash equivalents and
investment securities available for sale. The level of these assets are
dependent on our operating, financing, lending and investing activities
during any given period.  At December 31, 2000 and 1999, these liquid assets
totaled $50.6 million and $47.7 million, respectively.  During periods in
which we are not able to originate a sufficient amount of loans and/or
periods of high principal prepayments, we increase our 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 our
strategy.  Excess funds are generally invested in short-term investments.  In
the event we require funds beyond our ability to generate them internally,
additional funds are available through the use of Federal Home Loan Bank
advances, a line of credit with the Federal Home Loan Bank or through sales
of securities.  At December 31, 2000, we had outstanding Federal Home Loan
Bank advances of $3.9 million and $1.7 million outstanding on our line of
credit with the Federal Home Loan Bank.  At December 31, 2000, our total
borrowing capacity with the Federal Home Loan Bank was $26.4 million.
Additionally, we have guaranteed a loan made to our Employee Stock Ownership
Plan, with an outstanding balance of $120,000 at December 31, 2000, to fund
the Employee Stock Ownership Plan's purchase of shares in our 1993 common
stock offering.  Our total borrowings were $6.5 million at December 31, 2000,
which included $745,000 borrowed for the acquisition of Freedom Bancshares,
compared to $870,000 at December 31, 1999.

    At December 31, 2000, we had outstanding loan commitments of $14.7
million. We anticipate 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
regulations. The regulations provide that such standards will generally be
applied on a consolidated (rather than a bank-only) basis in the case of a
bank holding company with more than $150 million in total consolidated assets.

   At December 31, 2000, we continued to maintain a sound Tier 1 capital ratio
of 7.9% and a risk based capital ratio of 13.2%. As shown by the following
table, our capital exceeded the minimum capital requirements: (dollars in
thousands)

                         Amount    Percent  Required
                         ------    -------  --------
Tier 1 leverage capital $11,614       7.9%     4.00%
Risk based capital      $12,828      13.2%     8.00%

    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 us 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. We are rated "well capitalized", which is the highest rating available
under this capital-based rating system.

DIVIDENDS

    During 2000, dividends of $.25 per share were paid to the stockholders and
a 5% stock dividend was paid during August 2000.  The cash and stock
dividends are consistent with those paid during 1999.

    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, Security National Bank exceeded its minimum capital requirements under
applicable guidelines as of December 31, 2000.  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, 2000, approximately $311,000 was
available to be paid as dividends to MNB Bancshares by Security National Bank
without prior regulatory approval.

RECENT ACCOUNTING DEVELOPMENTS

    The Financial Accounting Standards Board 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, as
amended by SFAS No. 138, is effective for all fiscal quarters of fiscal
beginning after December 15, 2000.  We believe adoption of SFAS Nos. 133 and
138 will not have a material effect on our financial position or results of
operations, nor will adoption require additional capital resources.

EFFECTS OF INFLATION

    Our financial statements and accompanying footnotes have been prepared in
accordance with GAAP (accounting principles generally accepted in the United
States of America), 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 our operations because our assets and liabilities are primarily monetary
and interest rates have a greater impact on our performance than do the
effects of inflation.



QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

    Our 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 our decision on pricing our assets and
liabilities which impacts our net interest income, a significant cash flow
source for us.  As a result, a substantial portion of our risk management
activities relates to managing interest rate risk.

    Our Asset/Liability Management Committee monitors the interest rate
sensitivity of our balance sheet using earnings simulation models and
interest sensitivity GAP analysis.  We have set policy limits of interest
rate risk to be assumed in the normal course of business and monitor such
limits through our simulation process.

    We have been successful in meeting the interest rate sensitivity
objectives set forth in our 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, 2000 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 our net interest income on a one year horizon as follows:

<TABLE>
<CAPTION>
<S>                         <C>            <C>

                            $ change in net  % of net
Scenario                    interest income  int. income
----------------------      ---------------  -----------
200 basis point rising      $(316,000)        (6.19%)
200 basis point falling     $ 384,000          7.52%
</TABLE>


    We believe we are appropriately positioned for future interest rate
movements, although we 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, we have 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 our "static gap" schedule.  One-to-four family and consumer
loans included prepayment assumptions, while all other loans assume no
prepayments.  The 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.

    We have been successful in meeting the interest sensitivity objectives set
forth in our policy.  This has been accomplished primarily by managing the
assets and liabilities while maintaining our traditional high credit
standards.

    We believe we are appropriately positioned for future interest rate
movements, although we 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, 2000
                                             --------------------
                                            (dollars in thousands)

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

                                             More     More
                                   3 months  than 3   than 1
                                   or less   to 12    to 5     Over 5
                                   months    months   years    years   Total
                                   --------  ------   ------   ------  -----


Interest-earning assets:
    Overnight investments           $2,251   $    -   $    -   $   -   $ 2,251
    Investment securities            3,280     9,064   29,514   5,445   47,303
    Loans                           29,776    36,901   23,679   4,748   95,104
                                    ------    ------   ------   -----   ------
      Total
      interest-earning
      assets                       $35,307   $45,965  $53,193 $10,193 $144,658
                                    ======    ======   ======  ======  =======

Interest-bearing
liabilities:
    Certificates of
    deposit                        $15,160  $36,602  $11,349   $   -   $63,111
    Money market deposit             6,847        -    5,695       -    12,542
    Savings and NOW                 21,475        -   22,336       -    43,811
    Borrowed money                   2,605        -    3,893       -     6,498
                                    ------   ------   ------     ----   ------
        Total
        interest-bearing
        liabilities                $46,087  $36,602  $43,273   $   -  $125,962
                                    ======   ======   ======     ====  =======


Interest sensitivity gap
  per period                      $(10,780)  $9,363   $9,920   $10,193 $18,696
Cumulative interest
  sensitivity gap                 $(10,780)  $(1,417) $8,503   $18,696
Cumulative gap as a
  percent of total
  interest-earning assets           (7.45%)   (0.98%)  5.88%    12.92%

Cumulative interest
  sensitive assets
  as a percent of cumulative
  interest sensitive liabilities    76.61%    98.29% 106.75%   114.84%
</TABLE>


Safe Harbor Statement Under the Private Securities Litigation Reform Act of
1995.

    This report contains certain forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended and Section 21E of
the Securities Exchange Act of 1934, as amended.  We intend such
forward-looking statements to be covered by the safe harbor provisions for
forward-looking statements contained in the Private Securities Report Act of
1995, and is including this statement for purposes of these safe harbor
provisions.  Forward-looking statements, which are based on certain
assumptions and describe our future plans, strategies and expectations, are
generally identifiable by use of the words "believe," "expect," "intend,"
"anticipate," "estimate," "project," or similar expressions.  Our ability to
predict results or the actual effect of future plans or strategies is
inherently uncertain.  Factors which could have a material adverse effect on
our operations and future prospects 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 our market area,
our implementation of new technologies, our ability to develop and maintain
secure and reliable electronic systems and accounting principles, policies
and guidelines.  These risks and uncertainties should be considered in
evaluating forward-looking statements and undue reliance should not be placed
on such statements.  Further information concerning the company and our
business including additional factors that could materially affect our
financial results, is included in our 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,  2000
   and  1999,  and  the  related   consolidated   statements  of  earnings,
   stockholders'  equity and comprehensive  income, and cash flows for each
   of the years in the  three-year  period ended  December 31, 2000.  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 auditing standards  generally
   accepted in the United States of America.  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,  2000  and  1999,  and the  results  of its
   operations  and its cash  flows for each of the years in the  three-year
   period  ended   December 31,   2000,  in  conformity   with   accounting
   principles generally accepted in the United States of America.

                                    /s/ KPMG LLP


   February 2, 2001

<TABLE>
<CAPTION>


                MNB BANCSHARES, INC. AND SUBSIDIARIES
                          MANHATTAN, KANSAS

                     Consolidated Balance Sheets
                     December 31, 2000 and 1999
<S>                                       <C>              <C>

             Assets                      2000             1999
                                    ----------------- -----------------

Cash and cash equivalents:
  Cash                             $      1,582,255         2,952,527
  Interest-bearing deposits in
    other financial institutions          2,251,438         1,362,486
                                    ------------------ ----------------

         Total cash and cash
           equivalents                    3,833,693         4,315,013

Investment securities:
  Held-to-maturity                          914,309         1,603,268
  Available-for-sale                     46,734,252        43,402,200
Loans, net                               93,676,854        86,969,008
Loans held for sale                         380,250           751,193
Premises and equipment, net of            2,253,729         2,288,028
Accrued interest and other assets         5,103,766         3,933,590
                                    ------------------ ----------------

         Total assets              $    152,896,853       143,262,300
                                    ================== ================

  Liabilities and Stockholders' Equity

Liabilities:
  Deposits:
    Noninterest bearing demand     $     10,721,389        10,124,653
    Money market and NOW                 44,390,474        37,073,098
    Savings                              11,962,879        10,017,267
    Time, $100,000 and greater           10,264,383        10,897,718
    Time, other                          52,846,935        44,223,593
                                    ------------------ ----------------

         Total deposits                 130,186,060       112,336,329

Federal Home Loan Bank
  borrowings                              5,632,870        15,655,010
Other borrowings                            864,870         1,043,847
Accrued interest and expenses,
  taxes, and other liabilities            1,537,127           936,730
                                    ------------------- ---------------

         Total liabilities              138,220,927       129,971,916
                                    ------------------ ----------------

Stockholders' equity:
  Common stock, $.01 par;
    3,000,000 shares authorized;
    1,534,828 and 1,449,303
    shares issued and outstanding
    at 2000 and 1999                         15,348            14,493
  Additional paid-in capital              9,634,291         9,011,899
  Retained earnings                       4,931,576         4,821,937
  Unearned employee benefits               (119,870)         (173,847)
  Accumulated other
    comprehensive income (loss)             214,581          (384,098)
                                    ------------------ ----------------

         Total stockholders' equity      14,675,926        13,290,384

Commitments and contingencies                     -                 -
                                    ------------------- ---------------

         Total liabilities and
           stockholders' equity    $    152,896,853       143,262,300
                                    ================== ================


See accompanying notes to consolidated financial statements.
</TABLE>

<TABLE>
<CAPTION>

                    MNB BANCSHARES, INC. AND SUBSIDIARIES
                              MANHATTAN, KANSAS

                     Consolidated Statements of Earnings

                Years ended December 31, 2000, 1999, and 1998

<S>                                              <C>       <C>        <C>
                                                 2000      1999       1998
                                              ---------- ---------- -----------

Interest income:
  Loans                                      $  8,197,519  6,846,202  7,326,727
  Investment securities                         2,633,427  2,691,003  2,714,558
  Other                                            53,944     13,329    248,150
                                              ------------ ---------- ----------

            Total interest income              10,884,890  9,550,534 10,289,435
                                              ------------ --------- ----------

Interest expense:
  Deposits                                      5,264,385  4,285,924  5,035,706
  Other borrowings                                771,022    701,778    557,267
                                              ------------- --------- ----------

            Total interest expense              6,035,407  4,987,702  5,592,973
                                              ------------ ---------- ----------

            Net interest income                 4,849,483  4,562,832  4,696,462

Provision for loan losses                          85,000     15,000     90,000
                                              ----------- ---------- -----------

            Net interest income after
              provision for loan losses         4,764,483  4,547,832  4,606,462
                                              -----------  ---------  ----------

Noninterest income:
  Fees and service charges                      1,100,427    805,616    735,459
  Gains on sales of loans                          94,551    141,501    384,427
  Other                                            17,554     55,392     92,402
                                              ------------ --------- -----------

            Total noninterest income            1,212,532  1,002,509  1,212,288
                                              ------------ ---------- ----------

Noninterest expense:
  Compensation and benefits                     2,190,673  2,083,502  2,043,450
  Occupancy and equipment                         685,613    597,807    632,727
  Amortization                                    237,919    226,113    245,958
  Professional fees                               121,170    138,716    212,424
  Data processing                                 136,390    131,479    139,714
  Other                                         1,049,256  1,005,168  1,084,307
                                              ------------ ---------- ----------

            Total noninterest expense           4,421,021  4,182,785  4,358,580
                                              ----------- ----------- ---------

            Earnings before income taxes        1,555,994  1,367,556  1,460,170

Income taxes                                      476,059    463,317    478,142
                                              ----------- ---------- -----------

            Net earnings                     $  1,079,935  904,239    982,028
                                              =========== ========== ===========

Earnings per share:
  Basic                                      $   0.71      0.60       0.66
  Diluted                                        0.70      0.58       0.63
                                              =========== ========== ===========

See accompanying notes to consolidated financial statements.
</TABLE>

<TABLE>
<CAPTION>


                       MNB BANCSHARES, INC. AND SUBSIDIARIES
                                 MANHATTAN, KANSAS

      Consolidated Statements of Stockholders' Equity and Comprehensive Income

                   Years ended December 31, 2000, 1999, and 1998


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


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

Balance at December 31,      $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
   securities
   available-for-sale,
   net of tax                     -         -          -       -        -  159,828            159,828
                             ------- ---------  -------- ------- --------- -------         ----------

       Total comprehensive
         income                   -         -    982,028       -        -  159,828          1,141,856
                             ------- ---------  -------- ------- --------- --------         ----------

Dividends paid ($.23 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 December 31, 1998 13,680 8,199,525  5,021,547        - (222,351) 229,272         13,241,673

Comprehensive income:
  Net earnings                    -         -    904,239        -        -        -            904,239
  Change in fair value of
   securities
   available-for-sale,
   net of tax                     -         -         -         -        -  (613,370)         (613,370)
                             ------- --------  -------- --------- --------- ---------      -----------

       Total comprehensive
       income (loss)                        -         -    904,239        -        -  (613,370)          290,869
                             ------- --------   ---------  ------- -------- ---------      -----------

Dividends paid ($.24 per
  share)                          -         -   (353,544)       -        -          -         (353,544)
Reduction of unearned employee
  benefits                        -         -          -        -   48,504          -           48,504
Issuance of 12,419 shares under
  stock compensation plans      124    62,758          -        -        -          -           62,882
5% stock dividend (68,908
  shares)                       689   749,616   (750,305)       -        -          -                -
                             ------- --------   --------- ------- --------   ---------      ----------

Balance at December 31, 1999 14,493 9,011,899  4,821,937        - (173,847)  (384,098)      13,290,384

Comprehensive income:
  Net earnings                    -         -  1,079,935        -        -          -        1,079,935
  Change in fair value of
   securities
   available-for-sale,
   net of tax                     -         -          -        -        -    598,679          598,679
                             ------- -------- ----------   ------ --------   --------      -----------

       Total comprehensive
         income                   -         - 1,079,935         -        -    598,679        1,678,614
                             ------- -------- ---------    ------ --------   --------    --------------

Dividends paid ($.25 per
  share)                          -         - (371,238)         -        -          -         (371,238)
Reduction of unearned employee
  benefits                        -         -        -          -   53,977          -           53,977
Issuance of 19,112 shares under
  stock compensation plans      191    69,446        -          -        -          -           69,637
Purchase of treasury shares
  (5,681 shares)                  -         -        -    (45,448)       -          -          (45,448)
5% stock dividend (72,094
  shares)                       664   552,946 (599,058)    45,448        -          -                -
                             ------- -------- ---------   ------- --------    --------   --------------

Balance at December 31, 2000 $15,348 9,634,291 4,931,576        - (119,870)    214,581       14,675,926
                             ======= ========= ========   ======= =========    =======       ==========


See accompanying notes to consolidated financial statements.

</TABLE>

<TABLE>
<CAPTION>



                  MNB BANCSHARES, INC. AND SUBSIDIARIES
                            MANHATTAN, KANSAS

                  Consolidated Statements of Cash Flows

              Years ended December 31, 2000, 1999, and 1998



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

                                               2000       1999         1998
                                           -------------------------------------

Cash flows from operating
activities:
 Net earnings                             $   1,079,935    904,239      982,028
 Adjustments to reconcile net
   earnings provided by operating
   activities:
    Provision for loan losses                    85,000     15,000       90,000
    Depreciation and amortization               549,538    509,395      561,196
    Amortization of loan fees                   (13,706)   (35,343)     (55,232)
    Deferred income taxes                        26,600     47,400     (129,400)
    Net (gain) loss on sales of investment
     securities available-for-sale,
     premises and equipment, and
     other real estate                           30,368      (7,147)     (11,068)
    Net gain on sales of loans                  (94,551)   (141,501)    (384,427)
    Proceeds from sale of loans               8,674,665  12,397,598   33,323,344
    Origination of loans for sale            (8,209,171)(12,251,543) (32,950,902)
    Accretion of discounts and
     amortization of premiums on
     investment securities, net                  38,140      78,119       43,173
    Changes in assets and
     liabilities:
    Accrued interest and other
     assets                                    (347,658)    (81,103)      94,175
    Accrued expenses, taxes, and
     other liabilities                          118,318     268,232    (121,929)
                                           -------------  -----------  -------------

       Net cash provided by
       operating activities                   1,937,478   1,703,346    1,440,958
                                           ------------  -----------  --------------

Cash flows from investing
activities:
 Net (increase) decrease in loans            (6,407,724)(12,756,422)  10,368,287
 Maturities and prepayments of investment
   securities held-to-maturity                  684,328     552,959    4,344,489
 Proceeds from sale of investment
   securities held-to-maturity                        -     102,317            -
 Proceeds from sale of branch                         -           -      973,284
 Maturities and prepayments of investment
   securities available-for-sale             13,248,519  13,920,118   13,864,202
 Purchases of investment
   securities available-for-sale            (17,959,385)(15,895,185) (27,114,772)
 Proceeds from sale of investment
   available-for-sale                         2,280,547   5,904,906      560,024
 Proceeds from sales of foreclosed
   assets                                        29,636      50,000      142,879
 Purchases of premises and equipment, net      (273,973)   (339,460)    (260,359)
 Improvements of other real estate               (8,659)     (4,600)           -
 Net cash received in branch
   acquisitions                              13,063,585           -            -
                                           ------------ ------------ -------------

       Net cash provided by (used
         in) investing activities         $   4,656,874  (8,465,367)   2,878,034
                                           ------------  -----------  --------------
Cash flows from financing
activities:
 Net increase (decrease) in
   deposits                               $   3,418,517  (2,725,693)  (4,396,004)
 Net decrease in securities sold
   under agreements to repurchase                     -           -     (549,615)
 Federal Home Loan Bank borrowings
   (repayments), net                        (10,022,140) 11,047,860     (821,427)
 Repayments on note payable                    (125,000)   (830,000)  (1,150,000)
 Issuance of common stock under stock
   option plan                                   69,637      62,882      109,023
 Payment of dividends                          (371,238)   (353,544)    (333,891)
 Purchase of treasury stock                     (45,448)          -            -
                                           ------------- ------------ ------------

       Net cash provided by (used
         in) financing activities            (7,075,672)  7,201,505   (7,141,914)
                                           -------------  ---------- --------------

       Net increase (decrease) in
         cash and cash equivalents             (481,320)    439,484   (2,822,922)

Cash and cash equivalents at
  beginning of year                           4,315,013   3,875,529    6,698,451
                                           ------------- ----------- -------------

Cash and cash equivalents at end
  of year                                 $   3,833,693   4,315,013    3,875,529
                                           ============= =========== =============

Supplemental disclosure of cash
  flow information:
Cash paid during the year for
  income taxes                            $     424,000     240,000      702,000
                                           ============ ============ =============

 Cash paid during the year for
   interest                               $   5,957,000   4,978,000    5,623,000
                                           ============ ============ =============

Supplemental schedule of noncash
investing and
 financing activities:
   Transfer of loans to real
   estate owned                           $     369,000     105,000       39,000
   Branch acquisitions:
    Liabilities assumed                      13,827,000           -            -
    Fair value of assets acquired               764,000           -            -
                                           ============ =========== ==============

   Branch sale:
    Liabilities sold                      $           -          -     2,769,000
    Assets sold                                       -          -     3,742,000
                                           ============ =========== =============


See accompanying notes to consolidated financial statements.

</TABLE>



                     MNB BANCSHARES, INC. AND SUBSIDIARIES
                               MANHATTAN, KANSAS

                  Notes to Consolidated Financial Statements

                       December 31, 2000, 1999, and 1998


(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).
        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 2000, 1999, or 1998.

        Goodwill and core deposit  amortization  was  $237,919,  $226,113,  and
        $245,958  in  2000,  1999,  and  1998,   respectively.   The  remaining
        unamortized  balances  of such  assets  at  December 31,  2000 and 1999
        aggregated $2,847,836 and $2,298,997, 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
        consolidated  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  accounting
        principles  generally accepted in the United States of America.  Actual
        results could differ from those estimates.

     (j)Comprehensive Income

        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
                                                   -----------------------
                                                    2000     1999      1998
                                                  -------  -------    ------
<S>                                                 <C>       <C>       <C>

Unrealized holding gains (losses)                 $935,242  (982,160) 268,694
Less reclassification adjustment for gains
  (losses)included in net income                   (30,368)    7,147   10,795
                                                    -------  -------   ------

        Net unrealized gains (losses) on
          securities                               965,610  (989,307) 257,899

Income tax expense (benefit)                       366,931  (375,937)  98,071
                                                   -------   -------   ------

        Other comprehensive income                $598,679  (613,370) 159,828

                                                   =======   =======  ======
</TABLE>

     (k)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
                                          -------------------------
                                           2000     1999        1998
                                          -----     -----       -----
<S>                                        <C>        <C>         <C>
Weighted average common
   shares outstanding                   1,517,815   1,516,880   1,501,863
Stock options                              35,950      41,972      58,109
                                          -------     -------    --------

                                        1,553,765   1,558,852   1,559,972
                                        =========   =========   =========
</TABLE>


(2)  Acquisitions

     On July 31,  2000,  the Company  acquired  two  branches  from  Commercial
     Federal  Savings  Bank in  Osage  City and  Wamego,  Kansas.  The  Company
     acquired the assets and assumed the  liabilities  of the  branches,  which
     consisted mainly of deposit  accounts.  The Company received $13.1 million
     cash in the  transaction  because the  liabilities  assumed  exceeded  the
     assets  received.  The  acquisition  was  accounted  for as a purchase and
     resulted in goodwill of approximately $787,000.

     The  Company  sold a branch in  Beloit,  Kansas  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 previously recorded goodwill.


(3)  Investment Securities

     A summary of investment securities information is as follows:

<TABLE>
<CAPTION>



                                              December 31, 2000
                               ---------------------------------------
                                          Gross      Gross
                               Amortized unrealized unrealized Estimated
                                cost      gains     losses     fair value
                               --------  --------- --------- ---------
<S>                                <C>       <C>      <C>        <C>

Held-to-maturity:
   Municipal obligations        $830,186     1,336       697    830,825
   Mortgage-backed securities     84,123       958         -     85,081
                                --------  --------- --------- ---------

        Total                   $914,309     2,294       697    915,906
                                ========  ========= ========= =========

Available-for-sale:
   U. S. government and agency
    obligations               $16,328,869  252,065    12,994   16,567,940
   Municipal obligations       12,567,754  158,727    20,049   12,706,432
   Mortgage-backed securities  15,447,731   66,407    98,058   15,416,080
   FHLB stock                   1,136,100        -         -    1,136,100
   Other investments              907,700        -         -      907,700
                                 --------  --------- -------   ---------

        Total                 $46,388,154  477,199   131,101   46,734,252
                               ==========  ========= ========= =========

                                         December 31, 1999
                               ---------------------------------------

                                          Gross      Gross
                               Amortized unrealized  unrealized  Estimated
                                cost      gains      losses      fair value
                               --------  ---------   ---------   ---------

Held-to-maturity:
   Municipal obligations      $1,506,837     1,503       3,952    1,504,388
   Mortgage-backed securities     96,431     1,265           -       97,696
                                --------  ---------  ---------    ---------

        Total                 $1,603,268     2,768       3,952    1,602,084
                               =========  ========   =========    =========

Available-for-sale:
   U. S. government and agency
    obligations              $18,811,540     4,400     193,295   18,622,645
   Municipal obligations       7,453,267       810     100,178    7,353,899
   Mortgage-backed securities 16,323,006     1,396     332,646   15,991,756
   FHLB stock                  1,111,200         -           -    1,111,200
   Other investments             322,700         -           -      322,700
                                --------  ---------  ---------    ---------

        Total                $44,021,713     6,606     626,119   43,402,200
                              ==========     =====     =======   ==========

</TABLE>

     Maturities of investment securities at December 31, 2000 are as follows:

<TABLE>
<CAPTION>
                                              Amortized Estimated
                                              cost       fair value
                                              ---------  ---------
<S>                                              <C>        <C>

Held-to-maturity:
   Due in less than one year                  $473,380     473,181                                                  $
   Due after one year but within five years    356,806     357,644
   Mortgage-backed securities                   84,123      85,081
                                              ---------   ---------

        Total                                 $914,309     915,906                                                  $
                                              =========  =========

Available-for-sale:
   Due in less than one year                $5,068,555    5,059,113                                                 $
   Due after one year but within five years 18,728,798   18,988,303
   Due after five years                      5,099,269    5,226,956
   Mortgage-backed securities and other
     investments                            17,491,532   17,459,880
                                            ----------   ----------

        Total                              $46,388,154   46,734,252
                                            ==========   ==========
</TABLE>


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

   At December 31,  2000 and 1999,  securities pledged to secure public funds
   on deposit  had a carrying  value of  approximately  $32  million  and $30
   million, respectively.

(4)  Loans

     Loans consist of the following at December 31:

<TABLE>
<CAPTION>


                                                  2000         1999
                                                  -------      ------
<S>                                                  <C>           <C>

Real estate loans:
   One-to-four family residential               $28,539,735  27,125,681
   Commercial                                    32,050,399  31,635,398
Commercial loans                                 24,326,775  20,482,825
Consumer loans                                    8,686,434   7,168,702
Student loans                                     1,500,635   1,876,948
                                                  ---------  ----------

        Total                                    95,103,978  88,289,554

Less:
   Loans in process                                  77,672       5,159
   Deferred loan fees                                72,194      66,629
   Allowance for loan losses                      1,277,258   1,248,758
                                                  ---------   ---------

        Loans, net                              $93,676,854  86,969,008
                                                 ==========  ==========

</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.   In  the  normal  course  of  business,  there  are  various
     commitments and contingent  liabilities,  such as guarantees,  commitments
     to extend  credit,  letters  of  credit,  and lines of  credit,  which are
     properly  not  recorded  in  the   accompanying   consolidated   financial
     statements.  The Company generally  requires  collateral or other security
     on  unfunded  loan   commitments  and   irrevocable   letters  of  credit.
     Commitments to extend credit and lines of credit aggregated  approximately
     $14.7   million  and  $16.4   million  at  December  31,  2000  and  1999,
     respectively.

     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,  Wamego,  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>


                                            2000       1999      1998
                                            -------    -------   --------
<S>                                            <C>         <C>     <C>

      Balance at beginning of year         $1,248,758  1,291,901 1,335,024
      Provision                                85,000     15,000    90,000
      Charge-offs                             (72,310)  (114,101) (170,977)
      Recoveries                               15,810     55,958    37,854
                                            ---------  --------- ---------

      Balance at end of year               $ 1,277,258  1,248,758 1,291,901
                                             =========  ========= =========
</TABLE>

     At  December 31,  2000 and  1999,  impaired  loans,  including  nonaccrual
     loans, aggregated approximately $406,000 and $466,000, respectively.

     The Bank  serviced  loans for others of $13.3 million and $15.2 million at
     December 31,   2000  and  1999,   respectively.   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
     were recorded during 2000, 1999, or 1998.

     The Bank had loans to directors  and officers at December 31, 2000,  which
     carry terms  similar to those for other loans.  A summary of such loans is
     as follows:

<TABLE>
<CAPTION>
            <S>                              <C>

     Balance at beginning              $1,756,916
     New loans                            354,422
     Payments                            (169,357)
                                         --------

     Balance at end of year           $ 1,941,981
                                        =========

</TABLE>

(5)  Premises and Equipment

     Premises and equipment consist of the following at December 31:

<TABLE>
<CAPTION>


                                                   2000          1999
                                                 --------      --------
<S>                                                 <C>           <C>

Land                                         $   353,412       353,412
Office buildings and improvements              2,175,737     2,131,167
Furniture and equipment                        2,076,769     1,877,026
Automobiles                                      186,565       171,760
                                                --------      --------

        Total                                  4,792,483     4,533,365

Less accumulated depreciation                  2,538,754     2,245,337
                                               ---------     ---------

        Total                                 $2,253,729     2,288,028
                                               =========     =========

</TABLE>


     The Company has multiyear  operating  lease  agreements for several of its
     branch locations.  The Company's minimum lease commitments in future years
     are:
<TABLE>
<CAPTION>

<S>                   <C>           <C>

                    Year ending
                    December 31,   Amount
                    ------------   ------

                      2001       $ 95,184
                      2002         95,184
                      2003         95,184
                      2004         95,184
                      2005         54,332
                                 --------
                      Total     $ 435,068
                                =========

</TABLE>

     Total rent expense for the years ended  December 31, 2000,  1999, and 1998
     was $85,797, $42,601, and $42,540, respectively.


(6)  Time Deposits

     Maturities of time deposits are as follows at December 31, 2000:


           Year     Amount
           ------  ---------

           2001   $51,761,295
           2002     6,811,066
           2003     2,379,004
           2004     1,859,066
           2005       300,887
                    ---------

           Total  $63,111,318
                    =========




(7)  Federal Home Loan Bank Advances

     There were no  short-term  advances  outstanding  at  December  31,  2000.
     Short-term  advances  from the FHLB at December 31, 1999 were  $7,440,000,
     with rates ranging from 5.40% to 5.97%.  Long-term  advances from the FHLB
     at  December 31,  2000 and  1999  amount  to  $3,892,870  and  $7,250,010,
     respectively.  Maturities  of such  advances  at  December  31,  2000  are
     summarized as follows:

<TABLE>
<CAPTION>


                              Year ending
                              December 31,   Amount     Rates
                              -------------  ------- ------------
                                <S>           <C>          <C>

                              2002     $ 2,285,720      6.24% - 6.95%
                              2003         607,150      6.83% - 7.23%
                              2004       1,000,000      6.44%
                                          -------

                                       $ 3,892,870
                                         =========

</TABLE>

     The Bank has a line of credit,  renewable annually in September,  with the
     FHLB under which  there were  outstanding  borrowings  of  $1,740,000  and
     $965,000  at  December 31,  2000 and 1999,  respectively.  Interest on any
     outstanding  balances on the line of credit  accrues at the federal  funds
     rate plus .15% (6.90% at December 31, 2000).

     Although no loans are specifically  pledged, the FHLB requires the Bank to
     maintain eligible collateral  (qualifying loans and investment securities)
     that has a lending  value at least equal to its  required  collateral.  At
     December 31, 2000, the Bank's total  borrowing  capacity with the FHLB was
     approximately $26.4 million.


(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  $2,500,000  line  of  credit  with  another
     unrelated  financial  institution.  The ESOP loan of $119,870 and $173,847
     at December 31,  2000 and 1999, respectively,  bears interest at the prime
     rate (9.50% at December 31, 2000),  is due in 2002,  and is secured by the
     21,923  unallocated  shares of Company  common stock held by the ESOP. The
     Company's  line  of  credit  had  outstanding  balances  of  $745,000  and
     $870,000 at December 31,  2000 and 1999,  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 2000, 1999, and 1998 is allocated as follows:

<TABLE>
<CAPTION>


                                 2000    1999     1998
<S>                               <C>    <C>       <C>
                                 ------  ------   -------

      Operations               $ 476,059  463,317  478,142
      Stockholders' equity       366,931 (375,937)  98,071
                                 ------  -------   ------

                               $ 842,990   87,380  576,213
                                 =======  =======  =======

</TABLE>

     The components of income tax expense allocated to earnings are as follows:
<TABLE>
<CAPTION>


                                   2000     1999    1998
                                 -------  -------  -------
                            <S>     <C>    <C>      <C>

                       Current $ 449,459  415,917  607,542
                       Deferred   26,600   47,400 (129,400)
                                  ------- ------- -------

                               $ 476,059  463,317  478,142
                                 =======  ======   =======

                       Federal $ 401,059  392,917  429,736
                       State      75,000   70,400   48,406
                                -------  -------  -------

                               $ 476,059  463,317  478,142
                                 =======  =======  =======

</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>


                                                     2000    1999    1998
                                                     ------- ------- -------
               <S>                                      <C>    <C>     <C>

     Expected income tax expense at statutory rate  $529,038  464,969 496,458
     Tax-exempt interest                            (135,182)(108,974)(63,000)
     Nondeductible amortization                       40,182   40,182  59,565
     State income taxes                               49,500   46,464  31,947
     Tax credit                                      (28,700) (15,900)     -
     Other, net                                       21,221   36,576 (46,828)
                                                     -------  -------  -------

                                                   $ 476,059  463,317 478,142
                                                     =======  ======= =======
</TABLE>

     The  tax  effects  of  temporary   differences   that  give  rise  to  the
     significant  portions  of the  deferred  tax  assets  and  liabilities  at
     December 31, 2000 and 1999 are as follows:

<TABLE>
<CAPTION>


                                                          2000     1999
                                                        -------  -------
         <S>                                               <C>    <C>
       Deferred tax assets:
         Unrealized loss on investment securities
           available-for-sale                           $      -  235,400
         Allowance for loan losses                       384,000  376,000
         State taxes                                         800        -
         Other                                             8,300   23,000
                                                         -------  -------

        Total deferred tax assets                        393,100  634,400
                                                         -------  -------

Deferred tax liabilities:
   Unrealized gain on investment securities
    available-for-sale                                   131,500       -
   Core deposit intangible                                32,000   47,000
   FHLB stock dividends                                  255,000  255,000
   Premises and equipment                                 27,000   15,500
   State taxes                                                 -    4,000
   Other                                                  70,500   95,500
                                                         -------  -------

        Total deferred tax liabilities                   516,000  417,000
                                                         -------  -------

        Net deferred tax asset(liability)              $(122,900) 217,400
                                                         =======  =======
</TABLE>

     A  valuation  allowance  for  deferred  tax  assets was not  necessary  at
     December 31, 2000 or 1999.


(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.  At December  31,  2000,  the ESOP held  112,703  shares of Company
     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 2000, 1999, and 1998
     were approximately $46,000, $45,000, and $55,000, 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   Weighted average
                                           of       exercise price
                                           shares   per share
                                           -------  --------------
<S>                                          <C>       <C>

Outstanding at December 31, 1997            86,200   $ 4.65

Effect of 5% stock dividend                  3,635        -
Issued                                       4,071    13.13
Exercised                                  (17,192)    5.20
                                            -------

Outstanding at December 31, 1998            76,714     4.75

Effect of 5% stock dividend                  3,223        -
Issued                                         250    13.00
Exercised                                  (12,419)    5.06
                                           -------

Outstanding at December 31, 1999            67,768     4.50

Effect of 5% stock dividend                  4,854        -
Issued                                      29,400     8.38
Exercised                                  (18,713)    3.55
                                           -------

Outstanding at December 31, 2000            83,309     5.84
                                           =======  ========

Options exercisable at December 31, 2000    52,047   $ 4.34
                                            ======= ========
</TABLE>

     Options  outstanding  at  December  31,  2000 were  exercisable  at prices
     ranging from $3.55 to $11.90.


     In accordance  with  Statement of Financial  Accounting  Standards  (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 1998,  1999,  and 2000  were  estimated
     utilizing the following  assumptions:  dividend yields of 1.8%,  1.9%, and
     1.9%;  volatility of 17.2%,  17.2%, and 17.2%;  risk-free interest rate of
     6.5%, 7.0%, and 7.0%; and expected lives of five years, respectively.  Pro
     forma net earnings  and diluted net earnings per share for 2000,  applying
     the disclosure  provisions of SFAS No. 123, would have been  approximately
     $1,059,000  and $.68.  Pro forma net  earnings  and earnings per share for
     1999 and 1998,  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  $7,000,  $31,000,
     and  $6,000  in 2000,  1999,  and  1998,  respectively.  In 2000 and 1998,
     accrued  bonuses payable were used to purchase 399 shares and 1,480 shares
     of common stock from the Company for $3,142 and $19,703, respectively.

(11) Fair Value of Financial Instruments

     Fair  value  estimates  of  the  Company's  financial  instruments  as  of
     December 31,  2000 and 1999,  including methods and assumptions  utilized,
     are set forth below:

<TABLE>
<CAPTION>


                                   2000                 1999
                            -------------------       --------------------
                            Carrying  Estimated        Carrying    Estimated
                            amount    fair value       amount      fair value
                            --------- ---------        ---------    ---------
<S>                        <C>         <C>             <C>          <C>

Investment securities    $ 47,648,561    47,650,000    45,005,468   45,004,000
                           =========     =========     =========    =========

Loans, net of unearned fees
   and allowance for loan
   losses                $ 93,676,854    92,474,000    86,969,008   83,182,000
                          =========      =========     =========    =========

Noninterest bearing demand
   deposits             $ 10,721,389     10,721,000    10,124,653   10,125,000
Money market and NOW
   deposits               44,390,474     44,390,000    37,073,098   37,073,000
Savings deposits          11,962,879     11,963,000    10,017,267   10,017,000
Time deposits             63,111,318     62,855,000    55,121,311   54,981,000
                          ---------      ---------     ---------    ---------

        Total deposits $ 130,186,060    129,929,000   112,336,329  112,196,000
                         =========      ============  ============ ===========

FHLB advances        $     5,632,870      5,687,000    15,655,010   15,456,000
                         =========        =========    ==========   ==========

Other borrowings          $  864,870        865,000     1,043,847    1,044,000
                           =========      =========    ==========    =========
</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 1   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, 2000,  the Company and the
     Bank meet all capital  adequacy  requirements  to which they are  subject.
     The  following  is a comparison  of the  Company's  regulatory  capital to
     minimum capital requirements at December 31, 2000 (dollars in thousands):

<TABLE>
<CAPTION>
         <S>                    <C>    <C>          <C>    <C>             <C>    <C>


                                                                              To be well-
                                                      For capital        capitalized under
                                                      adequacy           prompt corrective
                                    Actual            purposes           action provisions
                              -------------      --------------           -----------------
                              Amount  Ratio      Amount   Ratio           Amount   Ratio
                             ------- -----      -------   -----           -------  -----

As of December 31, 2000:
   Total capital
    (to risk-weighted assets) 12,828  13.21%  $=> 7,771    => 8.00%         $=> 9,714  => 10.00%
   Tier 1 capital
    (to risk-weighted assets) 11,614  11.96    => 3,885    => 4.00           => 5,828  =>  6.00
   Tier 1 capital
    (to average assets)       11,614   7.90    => 5,883    => 4.00           => 7,354  =>  5.00
                             =======  =====    =======       =====            =======     =====
As of December 31, 1999:
   Total capital
    (to risk-weighted assets) 12,515  13.72%  $=> 7,297    => 8.00%        $=> 9,122  => 10.00%
   Tier 1 capital
    (to risk-weighted assets) 11,375  12.47    => 3,649    => 4.00          => 5,473  =>  6.00
   Tier 1 capital
    (to average assets)       11,375   8.15    => 5,583    => 4.00          => 6,979  =>  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, 2000 and 1999:

<TABLE>
<CAPTION>


                              Condensed Balance Sheets
                             December 31, 2000 and 1999
               <S>                                    <C>       <C>

                   Assets                             2000       1999
                                                   ---------   --------

Cash                                           $      8,014      25,293
Investment securities                                17,500      17,500
Investment in subsidiary                         15,532,720  14,310,313
                                                  ---------   --------

        Total assets                           $ 15,558,234  14,353,106
                                                  =========   ========

Liabilities and Stockholders' Equity

Borrowed funds                                  $   864,870   1,043,847
Other                                                17,438      18,875
Stockholders' equity                             14,675,926  13,290,384
                                                 ---------    --------

  Total liabilities and stockholders' equity   $l15,558,234  14,353,106
                                                 =========    ========

</TABLE>


                          Condensed Statements of Earnings
                   Years ended December 31, 2000, 1999, and 1998

<TABLE>
<CAPTION>


                                                2000     1999      1998
                                            --------- --------  --------
<S>                                            <C>        <C>       <C>

Dividends from subsidiary                 $  552,298   1,111,352  1,357,335
Interest income                                1,119       3,187     10,400
Interest expense                             (82,004)    (86,048)  (209,485)
Other expense, net                           (80,112)   (102,180)   (98,998)
                                            ---------   --------   --------

  Income before equity in undistributed
    earnings of subsidiary                   391,301    926,311   1,059,252

Increase (decrease) in undistributed equity
   of subsidiary                             623,728    (89,243)   (224,227)
                                           ---------   --------    --------

        Earnings before income taxes       1,015,029    837,068    835,025

Income tax benefit                            64,906     67,171    147,003
                                           ---------   --------   --------

        Net earnings                     $ 1,079,935    904,239   982,028
                                          =========    ========   ========
</TABLE>


<TABLE>
<CAPTION>


                        Condensed Statements of Cash Flows
                   Years ended December 31, 2000, 1999, and 1998
<S>                                      <C>       <C>    <C>

                                                     2000        1999      1998
                                                   ---------    --------  --------

Cash flows from operating activities:
   Net earnings                                  $ 1,079,935    904,239    982,028
   (Increase) decrease in undistributed equity
    of subsidiary                                   (623,728)    89,243    224,227
   Other                                              (1,437)    75,371     (8,683)
                                                   ---------   --------   --------

        Net cash provided by operating activities    454,770  1,068,853  1,197,572
                                                    ---------  --------   --------

Cash flows from investing activities:
   Maturity of investment securities                        -         -    150,000
   Investment in subsidiary                                 -         -    (25,589)
                                                    ---------  --------   --------

        Net cash provided by investing activities           -         -    124,411
                                                    ---------  --------   --------

Cash flows from financing activities:
   Issuance of shares under stock option plan          69,637    62,882    109,023
   Repayments on note payable                       (125,000)  (830,000)(1,150,000)
   Purchase of treasury stock                        (45,448)         -          -
   Payment of dividends                             (371,238)  (353,544)  (333,891)
                                                    ---------  --------  --------

        Net cash used in financing activities       (472,049)(1,120,662)(1,374,868)
                                                    --------- --------  --------

        Net decrease in cash                         (17,279)   (51,809)   (52,885)

Cash at beginning of year                             25,293     77,102    129,987
                                                     --------- --------  --------

Cash at end of year                               $    8,014     25,293    77,102
                                                      ========= ========  ========

</TABLE>

     Dividends  paid  by the  Company  are  provided  through  subsidiary  Bank
     dividends.  At December 31, 2000, the Bank could  distribute  dividends of
     up to $311,000 without prior 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*
Broker, Senior Vice President
Chapman Securities, Inc.

Joseph L. Downey
Retired Senior Consultant, Director and Executive
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
Retired Dentist
Dental Associates of Manhattan, P.A.

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



EXCUTIVE OFFICERS OF MNB BANCSHARES, INC.

Patrick L. Alexander
President and Chief Executive Officer

Mark A. 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

   Our common stock trades on the Nasdaq Small-Cap Market tier of the Nasdaq
Stock Market under the symbol "MNBB". At December 31, 2000, we had
approximately 440 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 2000 and 1999.

<TABLE>
<CAPTION>
<S>                         <C>    <C>    <C>


2000                     High      Low  Dividends
First Quarter           $8.63    $7.75    $0.0625
Second Quarter           8.25     7.63     0.0625
Third Quarter            9.00     7.56     0.0625
Fourth Quarter           9.75     7.88     0.0625

1999                     High      Low  Dividends
First Quarter          $12.50   $11.00    $0.0595
Second Quarter          12.38     8.75     0.0595
Third Quarter           10.50     9.06     0.0595
Fourth Quarter           9.50     8.25     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,   Bluemont  Room,   Manhattan,   Kansas  66506,  on
Wednesday, May 23, 2001 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 Security National Bank, a
national banking association with its main office located in Manhattan,
Kansas, and with branch offices located  in Auburn, Manhattan, Osage City,
Topeka and Wamego, Kansas and MNB Acquisition Corporation, Inc., a Kansas
Corporation.






                                                               EXHIBIT 23.1






                       Independent Accountants' Consent



   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
   February 2, 2001,  relating to the  consolidated  balance  sheets of MNB
   Bancshares,  Inc. and subsidiaries as of December 31, 2000 and 1999, and
   the related  consolidated  statements of earnings,  stockholders' equity
   and  comprehensive  income,  and cash flows for each of the years in the
   three-year  period ended December 31, 2000,  which report appears in the
   December 31, 2000 Annual Report on Form 10-K of MNB Bancshares, Inc.

                                       /s/ KPMG LLP


   Kansas City, Missouri
   March 16, 2001

                                                                 EXHIBIT 99.1




                         MNB BANCSHARES, INC.

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



                            April 20, 2001


Dear Stockholder:

      On behalf of the board of directors and management of MNB
Bancshares, Inc., we cordially invite you to attend our annual
meeting of stockholders, to be held at 2:00 p.m. on Wednesday,
May 23, 2001, 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 our operations and the outlook for the year ahead.

      Your board of directors has nominated three persons to serve as
Class III directors, each of whom are incumbent directors.  Your
board of directors has selected and recommends that you ratify the
appointment of KPMG LLP to continue as our independent public
accountants for the year ending December 31, 2001.

      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 23, 2001

To the stockholders of

      MNB BANCSHARES, INC.

      The annual meeting of the stockholders of MNB Bancshares, Inc.,
a Delaware corporation, will be held at the Kansas State University
Student Union, 17th and Anderson Avenue, Manhattan, Kansas, 66506,
on Wednesday, May 23, 2001, at 2:00 p.m., local time, for the
following purposes:

      1.   to elect three Class III directors for a term of three years.

      2.   to approve the appointment of KPMG LLP as our independent
           public accountants for the fiscal year ending December 31,
           2001.

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

      The board of directors has fixed the close of business on April
6, 2001, as the record date for the determination of stockholders
entitled to notice of, and to vote at, the meeting. In the event
there are not sufficient votes for a quorum or to approve or ratify
any of the foregoing proposals at the time of the meeting, the
meeting may be adjourned or postponed in order to permit further
solicitation of proxies.

                               By order of the Board of Directors



                               Patrick L. Alexander
                               President and Chief
                               Executive Officer

Manhattan, Kansas
April 20, 2001



                           PROXY STATEMENT



      This proxy statement is furnished in connection with the
solicitation by the board of directors of MNB Bancshares, Inc. 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 23, 2001, at
2:00 p.m., local time, and at any adjournments or postponements of
the meeting.

      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 may revoke your proxy at any
time before it is voted, by:

o     giving written notice to the corporate secretary of MNB
      Bancshares, provided such written notice is received prior
      to the annual meeting or any adjournments or postponements
      of the meeting;

o     submitting a later dated proxy; or

o     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.

      Our 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 20,
2001.  Our 2000 annual report, which includes consolidated financial
statements of MNB Bancshares and our subsidiary, is enclosed.

      We are the holding company for Security National Bank,
Manhattan, Kansas.  In addition to its main office in Manhattan,
Security National Bank also has branch offices in Auburn, Manhattan,
Osage City, Topeka and Wamego.

      Only holders of record of our common stock at the close of
business on April 6, 2001, will be entitled to vote at the annual
meeting or any adjournments or postponements of the meeting.  On
April 6, 2001, we had 1,563,905 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 proposal 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 23,
2001, the stockholders will be entitled to elect three Class III
directors for a term expiring in 2004.  The directors are divided
into three classes having staggered terms of three years.  The
nominees for election as Class III directors are incumbent
directors.  We have 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 6, 2001.  The nominees, if elected at the annual meeting of
stockholders, will serve as Class III directors for three year terms
expiring in 2004.  We unanimously recommend that you vote FOR each
of the nominees for director.


                               NOMINEES

                          Position with MNB Bancshares              Director
Name                Age   and Security National Bank                Since
-----               ---   ----------------------------              --------

CLASS III
(Term Expires 2004)
Brent A. Bowman      51   Chairman of the Board of MNB
                          Bancshares and Security National Bank     1987

Charles D. Green     75   Director of MNB Bancshares and
                          Security National Bank                    1957

Vernon C. Larson     78   Director of MNB Bancshares and
                          Security National Bank                    1974

                         CONTINUING DIRECTORS

                          Position with MNB Bancshares              Director
Name                Age   and Security National Bank                Since
-----               ---   ----------------------------              --------

CLASS I
(Term Expires 2002)
Patrick L.           48   President, Chief Executive Officer
                          and Director MNB Bancshares and
                          Security National Bank                    1990

Joseph L. Downey     64   Director of MNB Bancshares and
                          Security National Bank                    1996

Jerry R. Pettle      62   Director of MNB Bancshares and
                          Security National Bank                    1978

CLASS II
(Term Expires 2003)
Susan E. Roepke      61   Director of MNB Bancshares and
                          Security National Bank                    1997

Donald J. Wissman    63   Director of MNB Bancshares and
                          Security National Bank                    1994



      All of our 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 our directors or executive officers have
been selected for their respective positions, except that MNB
Bancshares and Security National Bank have entered into an
employment contract with Mr. Alexander.  No director is related to
any other director or executive officer of MNB Bancshares or its
subsidiary 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 Security National Bank) in 1990, and
became the president and chief executive officer of MNB Bancshares
and Security National Bank in 1992 and 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.
and 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 served as a director of Dow Chemical Co. for
ten years until his retirement from the board in 1999.  He was a Dow
Senior Consultant from 1995 until 1999, 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 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 practiced with Dental
Associates of Manhattan, P.A., in Manhattan, Kansas, from 1965 until
his retirement in 1999.  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 MNB Bancshares,
serving in that capacity from its inception in 1992 until she
retired as an officer of MNB Bancshares and Security National Bank
at the end of 1998.  She also served in a number of senior
management positions with Security National 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
served as vice president and senior vice president involved in
economic and environmental regulatory consulting assignments.  He is
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

      Presently, there are two committees of the board of directors:
a stock option committee, which administers our 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 our bylaws.  The board of directors of Security National 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 Security National 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 2000 the
committee met eleven times.

      The director' 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 allowance for loan losses 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
2000 the committee met twelve times.

      The audit committee consists of directors Pettle (Chairman),
Bowman, Larson, Wissman and Mr. Caton, a director of Security
National 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 2000 the committee met four times.  A copy of the
audit committee charter is attached to this proxy statement as
Exhibit A.

      The stock option committee consists of directors Bowman
(Chairman), Alexander, Roepke, Wissman and Mr. Caton, a director of
Security National Bank.  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 2000 the committee
met twice.  Mr. Alexander did not participate in any discussions
pertaining to his option grants.

      A total of twelve regularly scheduled and special meetings were
held by the board of directors of MNB Bancshares during 2000.
During 2000, all directors attended at least 75 percent of the
meetings of the board and the committees on which they serve.

      Directors receive no fees for attendance at regularly scheduled
meetings of the board of directors and they receive $100 for
attendance at special meetings.  Directors of Security National Bank
receive fees of $400 per month plus $100 per meeting for attendance
at regularly scheduled meetings of the board of directors 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 our chief executive officer for the
past three fiscal years.  None of the remaining executive officers
of MNB Bancshares or Security National Bank had an aggregate salary
and bonus which exceeded $100,000.

===========================================================================
<TABLE>
<CAPTION>

                        SUMMARY COMPENSATION TABLE
---------------------------------------------------------------------------
        <S>      <C>          <C>       <C>        <C>         <C>
                                                Long Term
                                 Annual       Compensation
                              Compensation       Awards
---------------------------------------------------------------------------
      (a)           (b)       (c)      (d)         (g)           (i)

                                               Securities     All Other
    Name and     Year Ended                    Underlying    Compensation
   Principal     December   Salary($)Bonus($) Options/SARs(#)   ($)(2)
    Position        31st
  ===========================================================================


Patrick L.          2000    $ 161,442  ---         ---          $9,000
Alexander           1999      155,313 $5,000       ---           8,590
President and       1998      145,315  ---         ---           8,516
Chief Executive
Officer

---------------------------------------------------------------------------
____________________________
</TABLE>


(1)   Includes amounts deferred.

(2)   Represents contributions made to our employee stock ownership
      plan.  The contribution to the employee stock ownership plan is
      expected to be approximately $9,000 for 2000.

      The following table sets forth certain information concerning
the number and value of stock options at December 31, 2000 held by
the chief executive officer.

<TABLE>
<CAPTION>


============================================================================

      AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END
                             OPTION/SAR VALUES
----------------------------------------------------------------------------
    <S>          <C>       <C>              <C>                <C>
                                         Number of
                                         Securities          Value of
                                         Underlying         Unexercised
                                        Unexercised        In-the-Money
                                      Options/SARs at     Options/SARs at
                                         FY-End (#)         FY-End ($)
                                            (d)                 (e)
                                     ---------------------------------------
                Shares     Value
     Name       Acquired  Realized
      (a)       on            ($)    Exercisable Unexercisable Exercisable Unexercisable
                Exercise      (c)
                   (#)
                   (b)
============================================================================

  Patrick L.       ---        ---    29,077(1)   ---            $180,178      $---
   Alexander

============================================================================
____________________________
</TABLE>


(1)   Includes options resulting from stock dividends paid by MNB
Bancshares.  Mr. Alexander exercised these reported options in
February, 2001.

Employment Agreement

      In January, 1993, MNB Bancshares and Security National 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 by us or Mr. Alexander.  The term of
the agreement will be extended three additional years upon any
change in control of MNB Bancshares or Security National 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 us 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, we 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 MNB Bancshares or
Security National Bank, the successor to 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 Security National 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 Security National Bank in an area encompassing a fifty
mile radius from the main office for a period of one year following
the termination of his employment with Security National Bank.  The
geographic area covered by this provision constitutes a portion of
Security National Bank's primary service area.

Executive Committee Report on Executive Compensation

      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 MNB Bancshares shall not be deemed to include
the report unless the report is specifically stated to be
incorporated by reference into such document.

      The executive committee of the board of directors of Security
National Bank is comprised of five directors and is responsible for
recommendations to the board of directors of MNB Bancshares for
compensation of executive officers of Security National Bank and MNB
Bancshares.  At this time no separate salary is paid to the officers
of MNB Bancshares.  In determining compensation, the following
factors are generally taken into consideration:

o     the performance of the executive officers in achieving the
         short and long term goals of MNB Bancshares;

o     payment of compensation commensurate with the ability and
         expertise of the executive officers; and

o     we 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 employee stock ownership plan 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 our stock.  As a result of this thought
process, the committee changed the incentive program, beginning in
1999, to enable officers to have the ability to take a portion or
all of their after-tax incentive compensation in the form of our
common stock.

      Annually, the executive committee evaluates four primary areas
of performance in determining Mr. Alexander's level of
compensation.  These areas are:

o     long-range strategic planning and implementation;

o     our financial performance;

o     our compliance with regulatory requirements and relations with
         regulatory agencies; and

o     effectiveness of managing relationships with stockholders and
         the board of directors.

When evaluating our financial performance, the committee considers
profitability, asset growth and risk management.  The primary
evaluation criteria are considered to be essential to the long-term
viability and are generally 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 2000 compensation of Mr. Alexander was based upon the
factors described above and his substantial experience and length of
service with the organization.  During 2000, Mr. Alexander
successfully headed our acquisition program, which included
planning, analysis, and contacting a number of financial
institutions.  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
                           William F. Caton
                           Susan E. Roepke
                          Donald J. Wissman


Performance Graph

      The incorporation by reference of this proxy statement into any
document filed with the Securities and Exchange Commission by MNB
Bancshares 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 MNB Bancshares, The Nasdaq Stock Market (U.S.
Companies) and the Nasdaq Bank Stocks Index.  The graph assumes that
$100 was invested in our common stock and in each index on
December 31, 1994.  This graph was prepared, at our request, by
Research Data Group, Inc., San Francisco, California.

                COMPARISON OF CUMULATIVE TOTAL RETURN*
              ASSUMES $100 INVESTED ON DECEMBER 31, 1994

                           [To be inserted]


<TABLE>
<CAPTION>

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

                        12/31/95 12/31/96 12/31/97 12/31/98 12/31/99 12/31/00
 ---------------------------------------------------------------------

  MNB   Bancshares, Inc.  $100      $       $         $       $        $
  Nasdaq  Market  -  U.S. $100      $       $         $       $        $
  Nasdaq Bank Stock       $100      $       $         $       $        $

 ---------------------------------------------------------------------
</TABLE>



           SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

      The following table sets forth certain information regarding
our common stock beneficially owned on March 15, 2001 with respect
to all persons known to us to be the beneficial owner of more than
five percent of our common stock, each director and nominee, each
executive officer named in the summary compensation table above and
all directors and executive officers of as a group.

<TABLE>
<CAPTION>
<S>                                <C>                <C>

Name of Individual and        Amount and Nature       Percent
Number  of  Persons  in            of                 of Class
Group                         Beneficial
                              Ownership(1)
-----------------------       -----------------       --------
5% Stockholders
First Manhattan Co.                   102,643(2)       6.56%
437 Madison Avenue
New York, New York 10022

MNB Bancshares, Inc.                  112,703(3)       7.21%
Employee Stock Ownership Plan
800 Poyntz Avenue
Manhattan, Kansas 66505

Jack Goldstein                        107,339(4)       6.86%
555 Poyntz Avenue
Manhattan, Kansas 66502

Patrick L. Alexander                  123,688(5)       7.88%
2801 Brad Lane
Manhattan, Kansas 66502

Rolla Goodyear                        127,653(6)       8.16%
4009 Saltburn Drive
Plano, Texas 75093

Susan E. Roepke                       119,712(7)       7.65%
PMB 351 1228 Westloop
Manhattan, Kansas 66502-2840

Other Directors
Brent A. Bowman                         5,744            *
Joseph L. Downey                       14,693(8)         *
Charles D. Green                       31,072(9)       1.98%
Vernon C. Larson                       10,491(10)        *
Jerry R. Pettle                        17,002(11)      1.09%
Donald J. Wissman                       5,371(12)        *
All directors and executive officers  413,749(13)     25.78%
  as a group (12 persons)
____________________________________
*Less than 1%
</TABLE>

(1)     The information contained in this column is based upon information
        furnished to us 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 us in August, 2000.  Amounts shown reflect the 2 for 1 stock split
        effected in February, 1998.

(2)      Pursuant to an Amendment dated February 7, 2001, to a Schedule 13G/A
         filed by First Manhattan Co.

(3)      Includes 90,780 shares which have been allocated to participants'
         accounts under our employee stock ownership plan.

(4)      Pursuant to a Schedule 13D dated August 31, 2000.

(5)     Includes 5,211 shares held in an individual retirement account of which
         the power to vote such shares is shared with the individual retirement
         account administrator and 46,004 shares over which voting and
         investment power is shared with his spouse.

(6)      Includes 2,462 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 MNB Bancshares. She currently is a member of the board of directors.
         This includes 22,681 shares held in an individual retirement account,
         of which the power to vote such shares is shared with the individual
         retirement account administrator, 3,504 shares held in her spouse's
         individual retirement account and over which Ms. Roepke has shared
         voting and investment power, 49,063 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 and 31,832 shares held in her spouse's
         living trust and over which Ms. Roepke has shared voting and investment
         power.

(8)      Represents 14,693 shares held jointly with his spouse and over which
         Mr. Downey has shared voting and investment power.

(9)      Includes 2,934 shares presently obtainable through the exercise of
         options granted under our stock option plan, over which shares Mr.
         Green has no voting and sole investment power.

(10)     Represents 10,491 shares held jointly with his spouse and over which
         Mr. Larson has shared voting and investment power.

(11)     Includes 7,031 shares held in Dental Associates Profit Sharing Plan
         and over which Mr. Pettle has full voting and investment power.

(12)     Includes 1,689 shares held by his spouse and over which Mr. Wissman has
         shared voting and investment power.

(13)     Includes an aggregate of 41,015 shares presently obtainable through the
         exercise of options granted under our stock option plan.

         Section 16(a) of the Securities Exchange Act of 1934 requires that our
executive officers, directors and persons who own more than 10% of our common
stock file reports of ownership and changes in ownership with the Securities
and Exchange Commission and with the exchange on which our shares of common
stock are traded.  These persons are also required to furnish us with copies of
all Section 16(a) forms they file.  Based solely on our review of the copies of
these forms, we are not aware that any of our directors, executive officers or
10% stockholders failed to comply with the filing requirements of Section 16(a)
during 2000.

                                   TRANSACTIONS WITH MANAGEMENT

         Our directors and officers and their associates were customers of and
had transactions with MNB Bancshares and Security National Bank during 2000.
Additional transactions are expected to take place in the future.  All out-
standing 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.

                                 AUDIT COMMITTEE REPORT

         The incorporation by reference of this proxy statement into any
document filed with the Securities and Exchange Commission by MNB Bancshares
shall not be deemed to include the following report unless the report is
specifically stated to be incorporated by reference into such document.

         The audit committee assists the board in carrying out its oversight
responsibilities for our financial reporting process, audit process and
internal controls. The audit committee also reviews the audited financial
statements and recommends to the board that they be included in our annual
report on Form 10-K. The committee is comprised solely of independent
directors.

         The audit committee has reviewed and discussed our audited financial
statements for the fiscal year ended December 31, 2000 with our management and
KPMG LLP, our independent auditors.  The committee has also discussed with KPMG
LLP the matters required to be discussed by SAS 61 (Codification for Statements
on Auditing Standards) as well as having received and discussed the written
disclosures and the letter from KPMG LLP required by Independence Standards
Board Statement No. 1 (Independence Discussions with Audit Committees).
Based on the review and discussions with management and KPMG LLP, the committee
has recommended to the board that the audited financial statements be included
in our annual report on Form 10-K for the fiscal year ended December 31, 2000
for filing with the Securities and Exchange Commission.

                           Jerry R. Pettle, Chairman
                                Brent A. Bowman
                               William F. Caton
                               Vernon C. Larson
                               Donald J. Wissman


                       INDEPENDENT PUBLIC ACCOUNTANTS

         Stockholders will be asked to approve the appointment of KPMG LLP as
our independent public accountants for the year ending December 31, 2001.
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.

         We unanimously recommend that you vote FOR this appointment.

Audit Fees

         Our independent auditor during 2000 was KPMG LLP.  The aggregate fees
and expenses billed by KPMG LLP in connection with the audit of our annual
financial statements as of and for the year ended December 31, 2000 and for the
required review of our financial information included in our Form 10-Q filings
for the year 2000 was $45,500.

Financial Information Systems Design and Implementation Fees

         There were no fees incurred for these services for the year 2000.

All Other Fees

         The aggregate fees and expenses billed by KPMG LLP for all other
services rendered to us for 2000 was $18,555.

         The audit committee, after consideration of the matter, does not
believe that the rendering of these services by KPMG LLP to be incompatible with
maintaining its independence as the our principal accountant.

                        SUBMISSION OF STOCKHOLDER PROPOSALS

         Any proposal which a stockholder wishes to have included in our proxy
materials relating to the next annual meeting of stockholders, which is
scheduled to be held in May 2002, must be received at our principal executive
offices located at 800 Poyntz Avenue, Manhattan, Kansas 66505, Attention: Mr.
Patrick L. Alexander, President, no later than December 21, 2001, and must
otherwise comply with the notice and other provisions of our bylaws.

                                    GENERAL

         Your proxy is solicited by the board of directors and we will bear the
cost of solicitation of proxies.  In addition to the solicitation of proxies by
use of the mails, officers, directors and regular employees of MNB Bancshares
or Security National Bank, acting on our behalf, may solicit proxies by
telephone, telegraph or personal interview.  We will, at our 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 individuals.


                              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

WE WILL FURNISH WITHOUT CHARGE TO EACH PERSON REPRESENTING THAT HE OR SHE WAS A
BENEFICIAL OWNER OF OUR COMMON STOCK AS OF THE RECORD DATE FOR THE MEETING,
UPON WRITTEN REQUEST, A COPY OF OUR 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  66502.  OUR FILINGS WITH THE SECURITIES AND
EXCHANGE COMMISSION ARE ALSO AVAILABLE VIA THE INTERNET AT "WWW.SEC.GOV".

                                 By order of the Board of Directors



                                 Patrick L. Alexander
                                 President and Chief
                                 Executive Officer

Manhattan, Kansas
April 20, 2001

                           ALL STOCKHOLDERS ARE URGED TO SIGN
                             AND MAIL THEIR PROXIES PROMPTLY





                                                         EXHIBIT A


                     Charter of the Audit Committee of the Board of Directors


I. Audit Committee Purpose
     The Audit  Committee is appointed by the Board of Directors to assist the
     Board in fulfilling its oversight  responsibilities. The Audit Committee's
     primary duties and responsibilities are to:
     o  Monitor the integrity of the Company's financial reporting
        process and systems of internal controls regarding finance, accounting,
        and legal compliance.
     o  Monitor the independence and performance of the Company's independent
        auditors and internal auditing department.
     o  Provide an avenue of communication among the independent auditors,
        management, the internal auditing department, and the Board of
        Directors.

The Audit Committee has the authority to conduct any investigation appropriate
to fulfilling its responsibilities, and it has direct access to the independent
auditors as well as anyone in the organization. The Audit Committee has the
ability to retain, at the Company's expense, special legal, accounting, or other
consultants or experts it deems necessary in the performance of its duties.

II. Audit Committee Composition and Meetings

     Audit Committee members shall meet the requirements of the National associ-
     ation of Securities Dealers (NASD). The Audit Committee shall be comprised
     of three or more directors as determined by the Board, each of whom shall
     be independent nonexecutive directors, free from any relationship that
     would interfere with the exercise of his or her independent judgment. All
     members of the Committee shall have a basic understanding of finance and
     accounting and be able to read and understand fundamental financial
     statements, and at least one member of the Committee shall have accounting
     or related financial management expertise.

     Audit Committee members shall be appointed by the Board on recommendation
     of the Board. If an audit committee Chair is not designated or present,
     the members of the Committee may designate a Chair by majority vote of the
     Committee membership. The Committee shall meet at least four times
     annually, or more frequently as circumstances dictate. The Audit Committee
     Chair shall prepare and/or approve an agenda in advance of each meeting.
     The Committee should meet privately in executive session at each Committee
     meeting and at least annually with management, the director of the
     internal auditing department, the independent auditors, and as a committee
     to discuss any matters that the Committee or each of these groups believe
     should be discussed. The Committee may ask members of management or others
     to attend meetings and provide pertinent information as necessary.
     In addition, the Committee, or at least its Chair, should communicate with
     management and the independent auditors quarterly to review the Company's
     financial statements and significant findings based upon the auditors
     limited review procedures.

III. Audit Committee Responsibilities and Duties

     Review Procedures

       1.   Review and reassess the adequacy of this Charter at least annually.
            Submit the charter to the Board of Directors for approval and have
            the document published at least every three years in accordance
            with SEC regulations.
       2.   Review the Company's annual audited financial statements prior to
            filing or distribution. Review should include
            discussion with management and independent auditors of significant
            issues regarding accounting principles, practices, and judgments.
       3.   In consultation with the management, the independent auditors, and
            the internal auditors, consider the integrity of the Company's
            financial reporting processes and controls. Discuss significant
            financial risk exposures and the steps
            management has taken to monitor, control, and report such
            exposures. Review significant findings prepared by the independent
            auditors and the internal auditing department together with
            management's responses.
      4.    Consider reviewing with financial management and the independent
            auditors the company's quarterly financial results prior to the
            release of earnings and/or the company's quarterly financial
            statements prior to filing or distribution. Discuss any
            significant changes to the Company's accounting principles and
            any items required to be communicated by the independent auditors
            in accordance with SAS 61 (see item 9).  The Chair of the
            Committee may represent the entire Audit Committee for purposes of
            this review.

     Independent Auditors

         5.   The independent auditors are ultimately accountable to the Audit
              Committee and the Board of Directors. The Audit Committee shall
              review the independence and performance of the auditors and
              annually recommend to the Board of Directors the appointment of
              the independent auditors or approve any discharge of auditors
              when circumstances warrant.
         6.   Approve the fees and other significant compensation to be paid to
              the independent auditors.
         7.   On an annual basis, the Committee should review and discuss with
              the independent auditors all significant
              relationships they have with the Company that could impair the
              auditors' independence.
         8.   Review the independent auditors audit plan and engagement letter -
              discuss scope, staffing, locations, reliance upon
              management, and internal audit and general audit approach.
         9.   Prior to releasing the year-end earnings, discuss the results of
              the audit with the independent auditors. Discuss certain matters
              required to be communicated to audit committees in accordance with
              AICPA SAS 61.
         10.  Consider the independent auditors' judgments about the quality
              and appropriateness of the Company's accounting
              principles as applied in its financial reporting.

     Internal Audit Department and Legal Compliance

         11.  Review the budget, plan, changes in plan, activities, organiza-
              tional structure, and qualifications of the internal audit
              department, as needed.  The internal audit department shall be
              responsible to senior management, but have a direct reporting
              responsibility to the Board of Directors through the Committee.
              Changes in the senior internal
              auditor shall be subject to committee approval.
         12.  Review the appointment, performance, and replacement of the senior
              internal auditor.
         13.  Review significant reports prepared by the internal audit
              department together with management's response and follow-up to
              these reports.
         14.  On at least an annual basis, review with the Company's counsel,
              any legal matters that could have a significant impact on the
              organization's financial statements, the Company's compliance with
              applicable laws and regulations, and inquiries received from
              regulators or governmental agencies. Review all reports
              concerning any significant fraud or regulatory noncompliance that
              occurs at the Company.  This review should include consideration
              of the internal controls that should be strengthened to reduce
              the risk of a similar event in the future.

     Other Audit Committee Responsibilities

         15.  Annually prepare a report to shareholders as required by the
              Securities and Exchange Commission. The report should be included
              in the Company's annual proxy statement.
         16.  Perform any other activities consistent with this Charter, the
              Company's by-laws, and governing law, as the
              Committee or the Board deems necessary or appropriate.
         17.  Maintain minutes of meetings and periodically report to the Board
              of Directors on significant results of the foregoing activities.




              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 23, 2001

       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 substitu-
tion, 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 23, 2001, at 2:00 p.m., local time, or any adjournments or postponements of
the meeting, 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          WITHHOLD AUTHORITY
         (except as marked to the contrary      to vote for all nominees listed
         below)                                 below


Class III (term expires 2004):  Brent A. Bowman, Charles D. Green and
                                Vernon C. Larson

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

2.       APPROVE THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT PUBLIC
         ACCOUNTANTS FOR THE YEAR ENDING DECEMBER 31, 2001:



         For                       Against                    Abstain

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

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                              , 2001
                                ----------------------------

                          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.