NATIONAL CITY BANCSHARES INC
8-K, 1997-10-29
STATE COMMERCIAL BANKS
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                            FORM 8-K


               SECURITIES AND EXCHANGE COMMISSION

                     WASHINGTON, D.C.  20549


                         CURRENT REPORT


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


                Date of Report:  October 22, 1997
                (Date of earliest event reported)


                 NATIONAL CITY BANCSHARES, INC.
     (Exact name of registrant as specified in its charter)



    INDIANA                  0-13585               35-1632155
(State or other            (Commission           (IRS Employer
jurisdiction of            File Number)       Identification No.)
incorporation)


 227 Main Street, P.O. Box 868, Evansville, Indiana  47705-0868
            (Address of principal executive offices)


Registrant's telephone number, including area code:  812-464-9800


Former name or former address, if changed since last report:  N/A


Date of Report:  October 29, 1997
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Pursuant to Section 13 or Section 15(b) of the Securities and
Exchange Act of 1934, Registrant hereby makes current report
regarding the following event:


Item 5.  Other Events

     On October 22, 1997, the Board of Directors of
Registrant declared a five percent (5%) stock dividend of
Registrant's common stock to shareholders of record at the
close of business on November 24, 1997, with all
shareholders of record at the close of business on November
24, 1997, deemed to be holders of said increased common
stock at said time.  Certificates of this stock dividend
shall be issued no later than December 8, 1997.  In issuing
this stock dividend, the cash equivalent will be paid in
lieu of fractional shares of common stock.

     Of the 20,000,000 authorized shares of common stock,
9,507,465 shares were issued and outstanding as of October
22, 1997.  If this same number of shares were outstanding
as of the record date, approximately 475,373 shares would
be issued in payment of this one-for-twenty stock dividend. 
Given the above assumption, the number of shares of common
stock issued and outstanding after payment of this dividend
would be approximately 9,982,838.  The stock will continue
to be without par value.

     On October 22, 1997, the Board of Directors of
Registrant also declared a dividend of eighteen cents
($.18) per share payable January 7, 1998 to shareholders of
record at the close of business on December 23, 1997.  This
represents a two cent ($.02) increase from the previous
sixteen cent ($.16) quarterly cash dividend.

                    
                            SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.

                                   NATIONAL CITY BANCSHARES, INC.



Date:  October 29, 1997            /s/ HAROLD A. MANN
                                   Harold A. Mann
                                   Secretary/Treasurer
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