<PAGE>

   As filed with the Securities and Exchange Commission on __________, 2000.

                                                  Registration No. 333-________
===============================================================================

                     SECURITIES AND EXCHANGE COMMISSION

                           WASHINGTON, D.C. 20549

                                  FORM S-8

           REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                  NATIONAL BANCSHARES CORPORATION OF TEXAS
             --------------------------------------------------
             (Exact name of issuer as specified in its charter)

                          TEXAS                      74-1692337
             -------------------------------     ------------------
             (State or other jurisdiction of      (I.R.S. Employer
             incorporation or organization)      Identification No.)

              12400 Hwy. 281 North, San Antonio, Texas  78216-2811
              ----------------------------------------------------
              (Address of principal executive offices)  (Zip Code)

                   NATIONAL BANCSHARES CORPORATION OF TEXAS
                     1994 NONQUALIFIED STOCK OPTION PLAN
           NATIONAL BANCSHARES CORPORATION OF TEXAS 1995 STOCK PLAN
           --------------------------------------------------------
                          (Full title of the plans)

                               Morris D. Weiss
                   Senior Vice President, General Counsel
                  National Bancshares Corporation of Texas
                             12400 Hwy. 281 North
                         San Antonio, Texas 78216-2811
                                (210) 403-4219

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------
                                         Proposed Maximum  Proposed Maximum
Title of Securities to    Amount to be    Offering Price      Aggregate          Amount of
     be Registered       Registered (1)    per Share (2)   Offering Price (2)  Registration Fee
-----------------------------------------------------------------------------------------------
<S>                      <C>             <C>               <C>                 <C>
Common Stock, par value      431,700         $14.8125       $6,394,556.25       $1,688.16
$.001 per share
-----------------------------------------------------------------------------------------------
</TABLE>

(1) These 431,700 shares of Common Stock are registered hereby to be issued
    in connection with the Plans, plus such indeterminate number of additional
    shares of common stock as may be issuable by reason of the operation of the
    anti-dilution provisions of the options and stock awards.

(2) In accordance with Rule 457(h), computed upon the basis of the prices
    reported on AMEX on December 31, 1999.  This price is used solely for the
    purpose of calculating the registration fee.

                              Page 1 of 12 Pages
<PAGE>

PART II

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

        The documents listed in (a) through (c) below are incorporated by
reference in the Registration Statement, and all documents subsequently filed
by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to
the filing of a post-effective amendment which indicates that all of the
shares of Common Stock have been sold or which deregisters any Common Stock
then remaining unsold, shall be deemed to be incorporated by reference in the
Registration Statement and to be a part hereof from the date of filing of
such documents.

        (a) The Registrant's latest annual report filed pursuant to Sections
13(a) or 15(d) of the Exchange Act, that contains audited financial
statements for the Registrant's latest fiscal year for which such statements
have been filed:

        Annual Report on Form 10-K for the year ended December 31, 1998

        (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the document
referred to in (a) above:

            1. Form 10-Q for the Quarter Ended March 31, 1999
               Filed: May 17, 1999

            2. Form 10-Q for the Quarter Ended June 30, 1999
               Filed:  August 16, 1999

            3. Form 10-Q for the Quarter Ended September 30, 1999
               Filed: November 15, 1999

            4. Form 10-K/A
               Filed: April 23, 1999

            5. Form 8-K
               Filed: April 23, 1999

        (c) See "Description of Registrant's Securities to be Registered" in
the Registrant's Form 10-SB, as amended, including any amendment or report
filed for the purpose of updating such information.

ITEM 4. DESCRIPTION OF SECURITIES.

        Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

        None.

                              Page 2 of 12 Pages
<PAGE>

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        TEXAS STATUTES

        Article 2.02-1 of the Texas Business Corporation Act (the "Act")
empowers a Texas corporation to indemnify any person who was, is, or is
threatened to be made, a named defendant or respondent to any threatened,
pending or completed action, suit, or proceeding, whether civil, criminal,
administrative, arbitrative, or investigative, any appeal in such action,
suit or proceeding, and any inquiry or investigation that could lead to such
an action, suit or proceeding, because the person is or was a director of
such corporation, and any person who, while serving as a director of such
corporation, was serving at the request of such corporation as a director,
officer, partner, venturer, proprietor, trustee, employee, agent or similar
functionary of another corporation or enterprise.  This indemnity may include
judgments, penalties (including excise and similar taxes), fines, settlements
and reasonable expenses actually incurred by such person in connection with
such action, suit or proceeding, provided that he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful.  Indemnification
of a director is not permitted if the person is found liable for willful and
intentional misconduct in the performance of his duty to the corporation, is
found to be liable on the basis of the receipt of an improper benefit or is
found liable to the corporation.  A Texas corporation is also permitted to
indemnify and advance expenses to officers, employees and agents who are not
directors to such extent as may be provided by its articles of incorporation,
bylaws, action of board of directors, a contract or required by common law.
No indemnification shall be permitted if the person shall have been found
liable for willful or intentional misconduct in the performance of his duty
to the corporation.  A Texas corporation is required to indemnify a director
or officer against reasonable expenses incurred by him in connection with a
proceeding in which he is named as a defendant or respondent because he is or
was a director or officer if he has been wholly successful, on the merits or
otherwise, in defense of the proceeding.

        RESTATED ARTICLES OF INCORPORATION

             The Registrant's Restated Articles of Incorporation
limits the liability of the Company's directors and provides for
the indemnification of the Company's directors and officers under
certain circumstances as follows:

             ARTICLE NINE

             A director of the corporation shall not be liable to the
             corporation or its shareholders for monetary damages
             for an act or omission in such director's capacity as
             a director, except for liability of such director for
             (1) a breach of such director's duty of loyalty to the
             corporation or its shareholders; (2) an act or
             omission not in good faith that constitutes a breach
             of duty of the director to the corporation or an act
             or omission that involves intentional misconduct or a
             knowing violation of the law; (3) a transaction from
             which such director received an improper benefit,
             whether or not the benefit resulted from an action
             taken within the scope of such director's office; or
             (4) an act or omission for which the liability of such
             director is expressly provided by applicable statute.
             If the Texas Business Corporation Act or the Texas
             Miscellaneous Corporation Laws Act hereafter is
             amended to authorize further limitation of the
             liability of directors, then the liability of a
             director of the corporation, in addition to the
             limitation of

                              Page 3 of 12 Pages
<PAGE>

             the personal liability provided herein, shall be
             limited to the fullest extent permitted by the Texas
             Business Corporation Act, as amended, and the Texas
             Miscellaneous Corporation Laws Act, as amended.

             No amendment to or repeal of this Article shall apply
             to or have any effect upon the liability or alleged
             liability of any director of the corporation for or
             with respect to any act or omission of such director
             occurring prior to such amendment or repeal.

             ARTICLE TEN

             The corporation shall indemnify its directors and
             officers from and against any and all liabilities,
             costs and expenses incurred by them in such capacities
             to the fullest extent permitted by the Texas Business
             Corporation Act, as presently in effect and as may be
             hereafter amended, and shall have the power to
             purchase and maintain liability insurance coverage
             fort those persons as and to the fullest extent
             permitted by the Texas Business Corporation Act, as
             presently in effect and as may be hereafter amended.

        BYLAWS

             Sections 1 and 2 of Article VIII of the Registrant's Bylaws
provide for the mandatory indemnification of the Company's directors and
officers under certain circumstances as follows:

                                   INDEMNITY

             Section 1.  INDEMNIFICATION.  The Company shall
             indemnify its directors and officers from and against
             any and all liabilities, costs and expenses incurred
             by them in such capacities to the fullest extent
             permitted by the Act, as presently in effect and as
             may be hereafter amended, and shall have the power to
             purchase and maintain liability insurance coverage for
             those persons or make and maintain other arrangements
             on such persons' behalf as, and to the fullest extent,
             permitted by the Act, s presently in effect, and as
             may be hereafter amended.

             Section 2.  INDEMNIFICATION NOT EXCLUSIVE.  The rights
             of indemnification and reimbursement provided for in
             Section 1 of this Article VIII shall not be deemed
             exclusive of any other rights to which any such
             director or officer may be entitled under the Articles
             of Incorporation, any By-Laws, agreement or vote of
             shareholders, or as a matter of law or otherwise.

        EMPLOYMENT AGREEMENTS

             The employment agreement of Mr. Lustig provides for
indemnification under certain circumstances as follows:

                              Page 4 of 12 Pages
<PAGE>

             8. INDEMNIFICATION.  To the fullest extent authorized or
permitted by the laws of the State of Texas as from time to time is effect,
the Company shall hold harmless and indemnify the Executive against any and
all judgments, penalties (including excise and similar taxes), fines,
settlements and reasonable expenses (including, but not limited to attorneys'
fees), incurred in connection with any actual or threatened action or
proceeding, whether civil or criminal, to which the Executive is made or is
threatened to be made a party by reason of the fact that the Executive then
is or was a director or officer of the Company or then serves or has served
any other corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise in any capacity at the request of the Company.  To
the fullest extent so permitted, the foregoing shall apply to actions by or
in the right of the Company and shall in any actual or threatened proceeding
require the Company to advance expenses on behalf of the Executive as said
expenses are incurred.

             The employment agreement of Mr. Melson provides for
indemnification under comparable circumstances except that the final sentence
of the indemnification paragraph reads, in lieu of the final sentence of the
paragraph above, as follows:  "To the fullest extent so permitted, the
foregoing shall in any actual or threatened proceeding require the Company to
advance expenses on behalf of the Executive as said expenses are incurred."

        The employment agreement of Mr. Weiss provides for indemnification
under comparable circumstances as Mr. Lustig.

        DIRECTOR AND OFFICER INSURANCE

        The Registrant also has provided liability insurance for each
director and officer for certain losses arising from claims or charges made
against them while acting in their capacities as directors or officers of the
Registrant.

        Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act"), may be permitted
to directors, officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has been advised that
in the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Securities Act and is,
therefore, unenforceable.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8. EXHIBITS.

        4.1  Restated Articles of Incorporation and Statement of Relative
Rights and Preferences of Preferred Stock (previously filed on March 2, 1995
with the Registrant's Amendment No. 1 to Form 10-SB).

        4.2  Bylaws of Registrant (previously filed on November 14, 1994 with
the Company's Form 10SB).

        5.1  Opinion of Morris D. Weiss as to the legality of the Common
Stock being registered (filed herewith).

                              Page 5 of 12 Pages
<PAGE>

        23.1 Consent of Padgett, Stratemann & Co., L.L.P. (filed herewith).

        23.2 Consent of Morris D. Weiss (found in Exhibit 5.1).

        24.1 Power of Attorney (filed herewith).

        Powers of Attorney of directors and officers of Registrant are
included on the signature pages hereof.

ITEM 9. UNDERTAKINGS.

        The Registrant undertakes the following:

        1.  To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

            (i)   To include any prospectus required by Section 10(a)(3) of
                  the Securities Act of 1933, as amended (the "Securities Act");

            (ii)  To reflect in the prospectus any facts or events arising
                  after the effective date of the Registration Statement (or
                  the most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represent a fundamental
                  change in the information set forth in the Registration
                  Statement;

            (iii) To include any material information with respect to the
                  plan of distribution not previously disclosed in the
                  Registration Statement or any material change to such
                  information in the Registration Statement.

        PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) above do not
apply if this Registration Statement is on Form S-3, S-8 or Form F-3 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant
to Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.

        2.  That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

        3.  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

        The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

                              Page 6 of 12 Pages
<PAGE>

        Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                              Page 7 of 12 Pages
<PAGE>

                                  SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in San Antonio, Texas on January 6, 2000.


                                  NATIONAL BANCSHARES CORPORATION
                                  OF TEXAS


                                  By: /s/ Marvin E. Melson
                                      -----------------------------------------
                                      Marvin E. Melson, Chief Executive Officer
                                      (Principal Executive Officer)


                                  NATIONAL BANCSHARES CORPORATION
                                  OF TEXAS


                                  By: /s/ Anne R. Renfroe
                                      -----------------------------------------
                                      Anne R. Renfroe, Chief Financial Officer
                                      (Chief Financial Officer and Principal
                                      Accounting  Officer)


                              Page 8 of 12 Pages
<PAGE>

                              POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Anne R. Renfroe and Morris D. Weiss, and each
of them, as his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for them and in their name, place and
stead, in any and all capacities, to sign any or all amendments (including
post-effective amendments) to this Registration Statement, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be
done in and about the foregoing, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes, may lawfully do or cause
to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

      Signature                   Name and Title                  Date
      ---------                   --------------                  ----

/s/ Jay H. Lustig                 Chairman of the Board     January 5, 2000
-----------------------------
Jay H. Lustigof Directors

/s/ H. Gary Blankenship           Director                  January 5, 2000
-----------------------------
H. Gary Blankenship

/s/ John W. Lettunich             Director                  January 5, 2000
-----------------------------
John W. Lettunich

/s/ Charles T. Meeks              Director                  January 5, 2000
-----------------------------
Charles T. Meeks

/s/ Marvin E. Melson              Director                 January 5, 2000
-----------------------------
Marvin E. Melson

                              Page 9 of 12 Pages
<PAGE>

                                EXHIBIT INDEX

<TABLE>
<CAPTION>

Exhibit No.                Description                                      Page
-----------                -----------                                      ----
<S>         <C>                                                             <C>
    4.1     Restated Articles of Incorporation and                             *
            Statement of Relative Rights and Preferences of
            Preferred Stock (previously filed on March 2,
            1995 with the Registrant's Amendment No. 1 to Form 10-SB).

    4.2     Bylaws of Registrant, (previously filed on                         *
            November 14, 1994 with the Company's Form 10-SB).

    5.1     Opinion of Morris D. Weiss as to the legality                     11
            of the Common Stock being registered (filed herewith).

   23.1     Consent of Padgett, Stratemann & Co., L.L.P.                      12
            (filed herewith)

   23.2     Consent of Morris D. Weiss (found in Exhibit 5.1).                 *

   24.1     Powers of Attorney of directors and officers                       *
            of Registrant are included on the signature pages hereof.

</TABLE>

                              Page 10 of 12 Pages
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 23736}]
{"company-data": {"conformed-name": "NATIONAL BANCSHARES CORP OF TEXAS", "cik": "0000069834", "assigned-sic": "6021", "irs-number": "741692337", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-94213", "film-number": "503114"}, "business-address": {"street1": "12400 HIGHWAY 281 NORTH", "street2": "STE 875", "city": "SAN ANTONIO", "state": "TX", "zip": "78216", "phone": "2107242424"}, "mail-address": {"street1": "104 EAST MANN RD", "street2": "SUITE 875", "city": "LAREDO", "state": "TX", "zip": "78042"}}
As filed with the Securities and Exchange Commission on __________, 2000.

                                                  Registration No. 333-________
===============================================================================

                     SECURITIES AND EXCHANGE COMMISSION

                           WASHINGTON, D.C. 20549

                                  FORM S-8

           REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                  NATIONAL BANCSHARES CORPORATION OF TEXAS
             --------------------------------------------------
             (Exact name of issuer as specified in its charter)

                          TEXAS                      74-1692337
             -------------------------------     ------------------
             (State or other jurisdiction of      (I.R.S. Employer
             incorporation or organization)      Identification No.)

              12400 Hwy. 281 North, San Antonio, Texas  78216-2811
              ----------------------------------------------------
              (Address of principal executive offices)  (Zip Code)

                   NATIONAL BANCSHARES CORPORATION OF TEXAS
                     1994 NONQUALIFIED STOCK OPTION PLAN
           NATIONAL BANCSHARES CORPORATION OF TEXAS 1995 STOCK PLAN
           --------------------------------------------------------
                          (Full title of the plans)

                               Morris D. Weiss
                   Senior Vice President, General Counsel
                  National Bancshares Corporation of Texas
                             12400 Hwy. 281 North
                         San Antonio, Texas 78216-2811
                                (210) 403-4219

                        CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------
                                         Proposed Maximum  Proposed Maximum
Title of Securities to    Amount to be    Offering Price      Aggregate          Amount of
     be Registered       Registered (1)    per Share (2)   Offering Price (2)  Registration Fee
-----------------------------------------------------------------------------------------------
Common Stock, par value      431,700         $14.8125       $6,394,556.25       $1,688.16
$.001 per share
-----------------------------------------------------------------------------------------------
(1) These 431,700 shares of Common Stock are registered hereby to be issued
    in connection with the Plans, plus such indeterminate number of additional
    shares of common stock as may be issuable by reason of the operation of the
    anti-dilution provisions of the options and stock awards.

(2) In accordance with Rule 457(h), computed upon the basis of the prices
    reported on AMEX on December 31, 1999.  This price is used solely for the
    purpose of calculating the registration fee.

                              Page 1 of 12 Pages
PART II

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

        The documents listed in (a) through (c) below are incorporated by
reference in the Registration Statement, and all documents subsequently filed
by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to
the filing of a post-effective amendment which indicates that all of the
shares of Common Stock have been sold or which deregisters any Common Stock
then remaining unsold, shall be deemed to be incorporated by reference in the
Registration Statement and to be a part hereof from the date of filing of
such documents.

        (a) The Registrant's latest annual report filed pursuant to Sections
13(a) or 15(d) of the Exchange Act, that contains audited financial
statements for the Registrant's latest fiscal year for which such statements
have been filed:

        Annual Report on Form 10-K for the year ended December 31, 1998

        (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the document
referred to in (a) above:

            1. Form 10-Q for the Quarter Ended March 31, 1999
               Filed: May 17, 1999

            2. Form 10-Q for the Quarter Ended June 30, 1999
               Filed:  August 16, 1999

            3. Form 10-Q for the Quarter Ended September 30, 1999
               Filed: November 15, 1999

            4. Form 10-K/A
               Filed: April 23, 1999

            5. Form 8-K
               Filed: April 23, 1999

        (c) See "Description of Registrant's Securities to be Registered" in
the Registrant's Form 10-SB, as amended, including any amendment or report
filed for the purpose of updating such information.

ITEM 4. DESCRIPTION OF SECURITIES.

        Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

        None.

                              Page 2 of 12 Pages
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        TEXAS STATUTES

        Article 2.02-1 of the Texas Business Corporation Act (the "Act")
empowers a Texas corporation to indemnify any person who was, is, or is
threatened to be made, a named defendant or respondent to any threatened,
pending or completed action, suit, or proceeding, whether civil, criminal,
administrative, arbitrative, or investigative, any appeal in such action,
suit or proceeding, and any inquiry or investigation that could lead to such
an action, suit or proceeding, because the person is or was a director of
such corporation, and any person who, while serving as a director of such
corporation, was serving at the request of such corporation as a director,
officer, partner, venturer, proprietor, trustee, employee, agent or similar
functionary of another corporation or enterprise.  This indemnity may include
judgments, penalties (including excise and similar taxes), fines, settlements
and reasonable expenses actually incurred by such person in connection with
such action, suit or proceeding, provided that he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful.  Indemnification
of a director is not permitted if the person is found liable for willful and
intentional misconduct in the performance of his duty to the corporation, is
found to be liable on the basis of the receipt of an improper benefit or is
found liable to the corporation.  A Texas corporation is also permitted to
indemnify and advance expenses to officers, employees and agents who are not
directors to such extent as may be provided by its articles of incorporation,
bylaws, action of board of directors, a contract or required by common law.
No indemnification shall be permitted if the person shall have been found
liable for willful or intentional misconduct in the performance of his duty
to the corporation.  A Texas corporation is required to indemnify a director
or officer against reasonable expenses incurred by him in connection with a
proceeding in which he is named as a defendant or respondent because he is or
was a director or officer if he has been wholly successful, on the merits or
otherwise, in defense of the proceeding.

        RESTATED ARTICLES OF INCORPORATION

             The Registrant's Restated Articles of Incorporation
limits the liability of the Company's directors and provides for
the indemnification of the Company's directors and officers under
certain circumstances as follows:

             ARTICLE NINE

             A director of the corporation shall not be liable to the
             corporation or its shareholders for monetary damages
             for an act or omission in such director's capacity as
             a director, except for liability of such director for
             (1) a breach of such director's duty of loyalty to the
             corporation or its shareholders; (2) an act or
             omission not in good faith that constitutes a breach
             of duty of the director to the corporation or an act
             or omission that involves intentional misconduct or a
             knowing violation of the law; (3) a transaction from
             which such director received an improper benefit,
             whether or not the benefit resulted from an action
             taken within the scope of such director's office; or
             (4) an act or omission for which the liability of such
             director is expressly provided by applicable statute.
             If the Texas Business Corporation Act or the Texas
             Miscellaneous Corporation Laws Act hereafter is
             amended to authorize further limitation of the
             liability of directors, then the liability of a
             director of the corporation, in addition to the
             limitation of

                              Page 3 of 12 Pages
the personal liability provided herein, shall be
             limited to the fullest extent permitted by the Texas
             Business Corporation Act, as amended, and the Texas
             Miscellaneous Corporation Laws Act, as amended.

             No amendment to or repeal of this Article shall apply
             to or have any effect upon the liability or alleged
             liability of any director of the corporation for or
             with respect to any act or omission of such director
             occurring prior to such amendment or repeal.

             ARTICLE TEN

             The corporation shall indemnify its directors and
             officers from and against any and all liabilities,
             costs and expenses incurred by them in such capacities
             to the fullest extent permitted by the Texas Business
             Corporation Act, as presently in effect and as may be
             hereafter amended, and shall have the power to
             purchase and maintain liability insurance coverage
             fort those persons as and to the fullest extent
             permitted by the Texas Business Corporation Act, as
             presently in effect and as may be hereafter amended.

        BYLAWS

             Sections 1 and 2 of Article VIII of the Registrant's Bylaws
provide for the mandatory indemnification of the Company's directors and
officers under certain circumstances as follows:

                                   INDEMNITY

             Section 1.  INDEMNIFICATION.  The Company shall
             indemnify its directors and officers from and against
             any and all liabilities, costs and expenses incurred
             by them in such capacities to the fullest extent
             permitted by the Act, as presently in effect and as
             may be hereafter amended, and shall have the power to
             purchase and maintain liability insurance coverage for
             those persons or make and maintain other arrangements
             on such persons' behalf as, and to the fullest extent,
             permitted by the Act, s presently in effect, and as
             may be hereafter amended.

             Section 2.  INDEMNIFICATION NOT EXCLUSIVE.  The rights
             of indemnification and reimbursement provided for in
             Section 1 of this Article VIII shall not be deemed
             exclusive of any other rights to which any such
             director or officer may be entitled under the Articles
             of Incorporation, any By-Laws, agreement or vote of
             shareholders, or as a matter of law or otherwise.

        EMPLOYMENT AGREEMENTS

             The employment agreement of Mr. Lustig provides for
indemnification under certain circumstances as follows:

                              Page 4 of 12 Pages
8. INDEMNIFICATION.  To the fullest extent authorized or
permitted by the laws of the State of Texas as from time to time is effect,
the Company shall hold harmless and indemnify the Executive against any and
all judgments, penalties (including excise and similar taxes), fines,
settlements and reasonable expenses (including, but not limited to attorneys'
fees), incurred in connection with any actual or threatened action or
proceeding, whether civil or criminal, to which the Executive is made or is
threatened to be made a party by reason of the fact that the Executive then
is or was a director or officer of the Company or then serves or has served
any other corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise in any capacity at the request of the Company.  To
the fullest extent so permitted, the foregoing shall apply to actions by or
in the right of the Company and shall in any actual or threatened proceeding
require the Company to advance expenses on behalf of the Executive as said
expenses are incurred.

             The employment agreement of Mr. Melson provides for
indemnification under comparable circumstances except that the final sentence
of the indemnification paragraph reads, in lieu of the final sentence of the
paragraph above, as follows:  "To the fullest extent so permitted, the
foregoing shall in any actual or threatened proceeding require the Company to
advance expenses on behalf of the Executive as said expenses are incurred."

        The employment agreement of Mr. Weiss provides for indemnification
under comparable circumstances as Mr. Lustig.

        DIRECTOR AND OFFICER INSURANCE

        The Registrant also has provided liability insurance for each
director and officer for certain losses arising from claims or charges made
against them while acting in their capacities as directors or officers of the
Registrant.

        Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act"), may be permitted
to directors, officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has been advised that
in the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Securities Act and is,
therefore, unenforceable.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8. EXHIBITS.

        4.1  Restated Articles of Incorporation and Statement of Relative
Rights and Preferences of Preferred Stock (previously filed on March 2, 1995
with the Registrant's Amendment No. 1 to Form 10-SB).

        4.2  Bylaws of Registrant (previously filed on November 14, 1994 with
the Company's Form 10SB).

        5.1  Opinion of Morris D. Weiss as to the legality of the Common
Stock being registered (filed herewith).

                              Page 5 of 12 Pages
23.1 Consent of Padgett, Stratemann & Co., L.L.P. (filed herewith).

        23.2 Consent of Morris D. Weiss (found in Exhibit 5.1).

        24.1 Power of Attorney (filed herewith).

        Powers of Attorney of directors and officers of Registrant are
included on the signature pages hereof.

ITEM 9. UNDERTAKINGS.

        The Registrant undertakes the following:

        1.  To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

            (i)   To include any prospectus required by Section 10(a)(3) of
                  the Securities Act of 1933, as amended (the "Securities Act");

            (ii)  To reflect in the prospectus any facts or events arising
                  after the effective date of the Registration Statement (or
                  the most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represent a fundamental
                  change in the information set forth in the Registration
                  Statement;

            (iii) To include any material information with respect to the
                  plan of distribution not previously disclosed in the
                  Registration Statement or any material change to such
                  information in the Registration Statement.

        PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) above do not
apply if this Registration Statement is on Form S-3, S-8 or Form F-3 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant
to Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.

        2.  That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

        3.  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

        The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

                              Page 6 of 12 Pages
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                              Page 7 of 12 Pages
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in San Antonio, Texas on January 6, 2000.

                                  NATIONAL BANCSHARES CORPORATION
                                  OF TEXAS

                                  By: /s/ Marvin E. Melson
                                      -----------------------------------------
                                      Marvin E. Melson, Chief Executive Officer
                                      (Principal Executive Officer)

                                  NATIONAL BANCSHARES CORPORATION
                                  OF TEXAS

                                  By: /s/ Anne R. Renfroe
                                      -----------------------------------------
                                      Anne R. Renfroe, Chief Financial Officer
                                      (Chief Financial Officer and Principal
                                      Accounting  Officer)

                              Page 8 of 12 Pages
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Anne R. Renfroe and Morris D. Weiss, and each
of them, as his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for them and in their name, place and
stead, in any and all capacities, to sign any or all amendments (including
post-effective amendments) to this Registration Statement, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be
done in and about the foregoing, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes, may lawfully do or cause
to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

      Signature                   Name and Title                  Date
      ---------                   --------------                  ----

/s/ Jay H. Lustig                 Chairman of the Board     January 5, 2000
-----------------------------
Jay H. Lustigof Directors

/s/ H. Gary Blankenship           Director                  January 5, 2000
-----------------------------
H. Gary Blankenship

/s/ John W. Lettunich             Director                  January 5, 2000
-----------------------------
John W. Lettunich

/s/ Charles T. Meeks              Director                  January 5, 2000
-----------------------------
Charles T. Meeks

/s/ Marvin E. Melson              Director                 January 5, 2000
-----------------------------
Marvin E. Melson

                              Page 9 of 12 Pages
EXHIBIT INDEX
Exhibit No.                Description                                      Page
-----------                -----------                                      ----
4.1     Restated Articles of Incorporation and                             *
            Statement of Relative Rights and Preferences of
            Preferred Stock (previously filed on March 2,
            1995 with the Registrant's Amendment No. 1 to Form 10-SB).

    4.2     Bylaws of Registrant, (previously filed on                         *
            November 14, 1994 with the Company's Form 10-SB).

    5.1     Opinion of Morris D. Weiss as to the legality                     11
            of the Common Stock being registered (filed herewith).

   23.1     Consent of Padgett, Stratemann & Co., L.L.P.                      12
            (filed herewith)

   23.2     Consent of Morris D. Weiss (found in Exhibit 5.1).                 *

   24.1     Powers of Attorney of directors and officers                       *
            of Registrant are included on the signature pages hereof.
Page 10 of 12 Pages