SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
National City Bancshares, Inc.
(Name of Issuer)
Common Stock, Without Par Value
(Title of Class of Securities)
635313 10 9
(CUSIP Number)
Robert D. Vance
One West McDonald Parkway, Suite 3B
Maysville, KY 41056
(606) 564-4450
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 1, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(e), (f) or (g), check the following box [ ].
NOTE: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See <section> 240.13d-7(b) for other parties to whom copies are
to be sent.
(Continued on following page(s))
Page 1 of 4
<PAGE>
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 635313 10 9
(1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only)
Robert D. Vance
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
(3) SEC Use Only
___________________________________________________________
(4) Source of Funds (See Instructions): 00 (See Item 3)
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
[ ]
(6) Citizenship or Place of Organization: United States of America
Number of Shares (7) Sole Voting Power 705,326
Beneficially Owned by (8) Shared Voting Power 11,064
Each Reporting (9) Sole Dispositive Power 705,326
Person With: (10) Shared Dispositive Power 11,064
(11) Aggregate Amount Beneficially Owned by each Reporting Person: 716,390
*
* 11,064 of such shares are held by Mr. Vance's spouse.
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[ ]
(13) Percent of Class Represented by Amount in Row (11): 4.9%
(14) Type of Reporting Person (See Instructions): IN
Page 2 of 4
ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this Schedule 13D relates
is the common stock, without par value ("Common Stock"), of
National City Bancshares, Inc., an Indiana corporation
("Issuer"), whose principal executive offices are located at 227
Main Street, Evansville, Indiana 47708.
The percentage of beneficial ownership reflected in this
Amendment No. 1 to Schedule 13D is based upon 14,546,957 shares
of Common Stock outstanding as of October 1, 1998, as reported in
Issuer's Registration Statement on Form S-4 filed October 13,
1998.
ITEM 4. PURPOSE OF TRANSACTION.
This Amendment No. 1 to Schedule 13D is being filed by Robert D.
Vance to report that the securities beneficially owned by Mr.
Vance described below in Item 5(a) no longer exceed five percent
of the class of such securities. On August 31, 1998, Mr. Vance
filed a Schedule 13D with the United States Securities and
Exchange Commission. On October 1, 1998, Hoosier Hills Financial
Corporation and 1st Bancorp Vienna, Inc. merged with and into
Issuer. As a result of these subsequent mergers, the number of
outstanding shares of the Issuer's Common Stock increased and the
percentage of the Issuer's Common Stock that is beneficially
owned by Mr. Vance decreased from 5.3% to 4.9%.
Mr. Vance does not have a present intention to acquire or dispose
of shares of Common Stock of Issuer, but this may change
depending upon market conditions. Mr. Vance does not have any
present plans which relate to or would result in: an
extraordinary corporate transaction, such as a merger, a
reorganization or liquidation, involving the Issuer or any of its
subsidiaries; a sale or transfer of a material amount of assets
of the Issuer or any of its subsidiaries; any change in the
present board of directors or management of the Issuer including
any plans or proposals to change the number or term of directors
or to fill any existing vacancies on the board; any material
change in the present capitalization or dividend policy of the
Issuer; any other material change in the Issuer's business or
corporate structure; changes in the Issuer's charter, by-laws or
instruments corresponding thereto or other actions which may
impede the acquisition of control of the Issuer by any person;
causing a class of securities of the Issuer to be delisted from a
national securities exchange or cease to be authorized to be
quoted in an inter-dealer quotation system of a registered
national securities association; causing a class of equity
securities of the Issuer to become eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended; or any action similar to the
above.
Page 3 of 4
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b)The beneficial ownership of Robert D. Vance is set
forth below. Mr. Vance shares voting and dispositive
power with his spouse with respect to 11,064 of the
shares indicated. Mr. Vance has sole voting and
dispositive power with respect to the remainder of the
shares indicated.
Number Percent
OF SHARES OF CLASS
Robert D. Vance 716,390* 4.9%
* 11,064 of such shares are held by Mr. Vance's spouse.
(c) Mr. Vance has not effected any transaction in the Common
Stock of the Issuer in the past 60 days.
(d) No other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the
proceeds from the sale of, such securities.
(e) Not applicable.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
None.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
/S/ ROBERT D. VANCE
Robert D. Vance
Dated: October 13, 1998
Page 4 of 4
