As filed with the Securities and
Exchange Commission on March 26, 1999               Registration No. 333-_____
________________________________________________________________________________

                SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C.  20549
                      ______________________

                             FORM S-8
                        REGISTRATION STATEMENT
                                 UNDER
                      THE SECURITIES ACT OF 1933
                      _______________________

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

                 INDIANA                           35-1632155
      (State or other jurisdiction              (I.R.S. Employer
   of incorporation or organization)           Identification No.)

             227 MAIN STREET
                P.O. BOX 868
            EVANSVILLE, INDIANA                    47705-0868
(Address of Principal Executive Offices)           (Zip Code)

               EMPLOYEES' SAVINGS AND PROFIT SHARING
               PLAN OF NATIONAL CITY BANCSHARES, INC.
                      (Full title of the plan)

                          ROBERT A. KEIL
                    NATIONAL CITY BANCSHARES, INC.
                            227 MAIN STREET
                             P.O. BOX 868
                    EVANSVILLE, INDIANA  47705-0868
                (Name and address of agent for service)

                          (812) 464-9677
 (Telephone   number,  including  area  code,  of  agent  for service)

                             COPY TO:
                         DAVID C. WORRELL
                         BAKER & DANIELS
              300 NORTH MERIDIAN STREET, SUITE 2700
                   INDIANAPOLIS, INDIANA 46204
                          (317) 237-0300

                    CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
 TITLE OF SECURITIES    AMOUNT TO BE      PROPOSED MAXIMUM      PROPOSED MAXIMUM       AMOUNT OF
    TO REGISTERED      REGISTERED (1)    OFFERING PRICE PER    AGGREGATE OFFERING    REGISTRATION FEE
                                              SHARE (2)             PRICE (2)
<S>                   <C>               <C>                   <C>                   <C>
Common Stock,          200,000 shares        $27.00               $5,400,000        $1,501.20
without par value
</TABLE>


(1) In addition, pursuant to Rule  416(c) under the Securities Act of 1933 (the
    "Securities Act"), this Registration Statement also covers an indeterminate
    amount of interests to be offered  or sold pursuant to the employee benefit
    plan described herein.  Pursuant to  Rule  457(h)(2)  under  the Securities
    Act, no separate fee is required to register such interests.

(2) Estimated  solely  for  purposes  of calculating the registration  fee  and
    computed in accordance with Rule 457(c)  and  (h)  under the Securities Act
    using the average of the high and low sale prices of  the  Common  Stock as
    reported  by  the Nasdaq Stock Market on March 23, 1999, which was $27.00
    per share.
<PAGE>
                              PART I

       INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*

     *Information required  by  Part  I  of Form S-8 to be contained in the
Section  10(a) Prospectus is omitted from this  Registration  Statement  in
accordance with Rule 428 under the Securities Act and the Note to Part I of
Form S-8.


                              PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following  documents heretofore filed by National City Bancshares,
Inc. (the "Registrant")  with  the  Securities  and Exchange Commission are
incorporated by reference in this Registration Statement:

     (1)  The Registrant's Annual Report on Form  10-K  for the fiscal year
          ended December 31, 1998; and

     (2)  The description of the Registrant's Common Stock contained in the
          Registrant's Registration Statement on Form 8-A/A  filed with the
          Securities  and  Exchange Commission on June 12, 1998,  including
          any amendment or report  filed  for  the purpose of updating such
          description.

     In addition, all documents subsequently filed by the Registrant or the
Employees'  Savings  and Profit Sharing Plan of National  City  Bancshares,
Inc. (the "Plan") 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
securities  offered  hereby  have  been  sold  or  which  deregisters   all
securities  offered  hereby  then  remaining  unsold, shall be deemed to be
incorporated by reference in this Registration  Statement  and to be a part
hereof from their respective dates of filing.

     The Registrant will promptly provide without charge to  each person to
whom  a prospectus is delivered a copy of any or all information  that  has
been incorporated  herein  by  reference  (not  including  exhibits  to the
information  that  is  incorporated  by  reference unless such exhibits are
specifically  incorporated by reference into  such  information)  upon  the
written or oral  request  of  such  person directed to the Secretary of the
Registrant  at  its principal offices,  227  Main  Street,  P.O.  Box  868,
Evansville, Indiana  47705-0868, telephone (812) 464-9677.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not Applicable.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

     The Indiana  Business  Corporation  Law  provides  that a corporation,
unless limited by its Articles of Incorporation, is required  to  indemnify
its  directors  and  officers  against reasonable expenses incurred in  the
successful defense of any proceeding to which the director or officer was a
party because of serving as a director or officer of the corporation.

     The  Registrant  may  also  voluntarily   undertake   to  provide  for
indemnification  of  directors,  officers  and employees of the  Registrant
against any and all liability and reasonable  expense  that may be incurred
by   them,   arising   out   of  any  claim  or  action,  civil,  criminal,
administrative or investigative,  in  which  they  may  become  involved by
reason  of  being or having been a director, officer, or employee.   To  be
entitled to indemnification, those persons must have been wholly successful
in the claim  or action or the Board of Directors must have determined that
such persons acted in good faith in what they reasonably believed to be the
best interests  of  the  Registrant  (or  at  least not opposed to its best
interests) and, in addition, in any criminal action,  had  reasonable cause
to believe their conduct was lawful (or had no reasonable cause  to believe
that their conduct was unlawful).

     In  addition,  the Registrant has a directors' and officers' liability
and company reimbursement  policy that insures against certain liabilities,
including liabilities under  the  Securities  Act,  subject  to  applicable
retentions.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.

ITEM 8.  EXHIBITS.

     The list of Exhibits is incorporated herein by reference to the  Index
     to Exhibits.

     The  Registrant hereby undertakes that it will submit or has submitted
the Plan and  any amendment thereto to the Internal Revenue Service ("IRS")
in a timely manner  and  has  made or will make all changes required by the
IRS in order to qualify the Plan  under Section 401 of the Internal Revenue
Code.

ITEM 9.  UNDERTAKINGS.

     The undersigned Registrant hereby undertakes:

     (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;

          (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) of this
          section do not apply if the information  required  to be included
          in a post-effective amendment by those paragraphs is contained in
          periodic reports filed with or furnished to the Commission by the
          Registrant  pursuant  to  section  13  or  section  15(d) of  the
          Securities  Exchange  Act  of  1934  that  are  incorporated   by
          reference in the Registration Statement.

     (2)  That,  for  the  purpose  of  determining any liability under the
          Securities Act of 1933, 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 of 1933, each  filing of
the  Registrant's annual report pursuant to section 13(a) or section  15(d)
of the  Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee  benefit  plan's  annual report pursuant to section 15(d) of
the Securities Exchange Act of 1934)  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.

     Insofar   as   indemnification   for  liabilities  arising  under  the
Securities  Act  of  1933  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 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  its counsel the matter has been
settled  by  controlling  precedent,  submit  to  a  court  of  appropriate
jurisdiction the question whether such indemnification  by  it  is  against
public  policy  as  expressed  in the Act and will be governed by the final
adjudication of such issue.
<PAGE>
                            SIGNATURES

     THE REGISTRANT.  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 the City of Evansville, State of
Indiana, on March 25, 1999.

                                NATIONAL CITY BANCSHARES, INC.


                                By:      /S/ ROBERT D. VANCE
                                   Robert D. Vance
                                   Interim Chairman of the Board and
                                   Interim Chief Executive Officer


                             POWER OF ATTORNEY

     Pursuant  to the requirements of the  Securities  Act  of  1933,  this
Registration Statement  has  been  signed by the following persons in their
respective capacities and on the respective  dates indicated opposite their
names.  Each person whose signature appears below hereby authorizes each of
Robert D. Vance and Robert A. Keil, each with  full  power of substitution,
to  execute  in  the  name and on behalf of such person any  post-effective
amendment  to this Registration  Statement  and  to  file  the  same,  with
exhibits thereto,  and other documents in connection therewith, making such
changes in this Registration Statement as the registrant deems appropriate,
and appoints each of  Robert  D.  Vance  and Robert A. Keil, each with full
power of substitution, attorney-in-fact to sign any amendment and any post-
effective amendment to this Registration Statement  and  to  file the same,
with exhibits thereto, and other documents in connection therewith.
<TABLE>
<CAPTION>
SIGNATURE                             TITLE                             DATE
<S>                                   <C>                               <C>
     /S/ ROBERT D. VANCE              Interim Chairman of the Board,    March 25, 1999
  Robert D. Vance                     Interim Chief  Executive Officer
                                      and Director
                                      (Principal Executive Officer)
     /S/ ROBERT A. KEIL               President, Chief Financial        March 25, 1999
 Robert A. Keil                       Officer and Director (Principal
                                      Financial Officer)
     /S/ STEPHEN C. BYELICK, JR.      Secretary and Treasurer           March 25, 1999
     Stephen C. Byelick, Jr.          (Principal Accounting Officer)
    /S/ JANICE L. BEESLEY             Director                          March 25, 1999
  Janice L. Beesley
     /S/ BEN L. CUNDIFF               Director                          March 25, 1999
  Ben L. Cundiff
     /S/ SUSANNE R. EMGE              Director                          March 25, 1999
  Susanne R. Emge
    /S/ DONALD G. HARRIS              Director                          March 25, 1999
  Donald G. Harris
    /S/ DR. H. RAY HOOPS              Director                          March 25, 1999
  Dr. H. Ray Hoops
     /S/ JOHN D. LIPPERT              Director                          March 25, 1999
  John D. Lippert
    /S/ GEORGE D. MARTIN              Director                          March 25, 1999
  George D. Martin
   /S/ RONALD G. REHERMAN             Director                          March 25, 1999
  Ronald G. Reherman
  /S/ LAURENCE R. STEENBERG           Director                          March 25, 1999
  Laurence R. Steenberg
     /S/ RICHARD F. WELP              Director                          March 25, 1999
  Richard F. Welp
</TABLE>


<PAGE>
     THE PLAN.  Pursuant to the requirements of the Securities Act of 1933,
the  trustees  (or other persons who administer the employee benefit  plan)
have duly caused  this Registration Statement to be signed on its behalf by
the undersigned, thereunto  duly  authorized,  in  the  City of Evansville,
State of Indiana on March 25, 1999.

                           EMPLOYEES' SAVINGS AND PROFIT
                             SHARING PLAN OF NATIONAL
                             CITY BANCSHARES, INC.

                           NATIONAL CITY BANCSHARES, INC.,
                           as Plan Administrator

                           By:  /S/ ROBERT A. KEIL
                                Robert A. Keil, President


                           THE NATIONAL CITY BANK OF EVANSVILLE,
                           as Trustee


                           By:  /S/ DAVID L. KELLER
                                David L. Keller, Sr. Vice President
<PAGE>

                             INDEX TO EXHIBITS
<TABLE>
<CAPTION>
                                                 DESCRIPTION OF EXHIBIT
         Exhibit
           NO.
<S>                       <C>
4.1                       Restated Articles of Incorporation of the Registrant.  (The copy of
                          this Exhibit filed as Exhibit 3.1 to the Registrant's Registration
                          Statement on Form 8-A/A dated June 12, 1998 is incorporated herein
                          by reference.)
4.2                       By-Laws of the Registrant, as amended to date.  (The copy of this
                          Exhibit filed as Exhibit 3(ii) to the Registrant's Annual Report on
                          Form 10-K for the year ended December 31, 1997 is incorporated
                          herein by reference.)
4.3                       Employee's Savings and Profit Sharing Plan of National City
                          Bancshares, Inc.
23.1                      Consent of PricewaterhouseCoopers LLP.
23.2                      Consent of Crowe, Chizek & Company LLP.
23.3                      Consent of Sherman, Barber & Mullikin.
23.4                      Consent of Thurman Campbell & Co.
23.5                      Consent of Gray Hunter Stenn LLP.
24                        Powers of Attorney (included on the Signature Page of the
                          Registration Statement).
</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17975}]
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As filed with the Securities and
Exchange Commission on March 26, 1999               Registration No. 333-_____
________________________________________________________________________________

                SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C.  20549
                      ______________________

                             FORM S-8
                        REGISTRATION STATEMENT
                                 UNDER
                      THE SECURITIES ACT OF 1933
                      _______________________

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

                 INDIANA                           35-1632155
      (State or other jurisdiction              (I.R.S. Employer
   of incorporation or organization)           Identification No.)

             227 MAIN STREET
                P.O. BOX 868
            EVANSVILLE, INDIANA                    47705-0868
(Address of Principal Executive Offices)           (Zip Code)

               EMPLOYEES' SAVINGS AND PROFIT SHARING
               PLAN OF NATIONAL CITY BANCSHARES, INC.
                      (Full title of the plan)

                          ROBERT A. KEIL
                    NATIONAL CITY BANCSHARES, INC.
                            227 MAIN STREET
                             P.O. BOX 868
                    EVANSVILLE, INDIANA  47705-0868
                (Name and address of agent for service)

                          (812) 464-9677
 (Telephone   number,  including  area  code,  of  agent  for service)

                             COPY TO:
                         DAVID C. WORRELL
                         BAKER & DANIELS
              300 NORTH MERIDIAN STREET, SUITE 2700
                   INDIANAPOLIS, INDIANA 46204
                          (317) 237-0300

                    CALCULATION OF REGISTRATION FEE
TITLE OF SECURITIES    AMOUNT TO BE      PROPOSED MAXIMUM      PROPOSED MAXIMUM       AMOUNT OF
    TO REGISTERED      REGISTERED (1)    OFFERING PRICE PER    AGGREGATE OFFERING    REGISTRATION FEE
                                              SHARE (2)             PRICE (2)
Common Stock,          200,000 shares        $27.00               $5,400,000        $1,501.20
without par value
(1) In addition, pursuant to Rule  416(c) under the Securities Act of 1933 (the
    "Securities Act"), this Registration Statement also covers an indeterminate
    amount of interests to be offered  or sold pursuant to the employee benefit
    plan described herein.  Pursuant to  Rule  457(h)(2)  under  the Securities
    Act, no separate fee is required to register such interests.

(2) Estimated  solely  for  purposes  of calculating the registration  fee  and
    computed in accordance with Rule 457(c)  and  (h)  under the Securities Act
    using the average of the high and low sale prices of  the  Common  Stock as
    reported  by  the Nasdaq Stock Market on March 23, 1999, which was $27.00
    per share.
PART I

       INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*

     *Information required  by  Part  I  of Form S-8 to be contained in the
Section  10(a) Prospectus is omitted from this  Registration  Statement  in
accordance with Rule 428 under the Securities Act and the Note to Part I of
Form S-8.

                              PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following  documents heretofore filed by National City Bancshares,
Inc. (the "Registrant")  with  the  Securities  and Exchange Commission are
incorporated by reference in this Registration Statement:

     (1)  The Registrant's Annual Report on Form  10-K  for the fiscal year
          ended December 31, 1998; and

     (2)  The description of the Registrant's Common Stock contained in the
          Registrant's Registration Statement on Form 8-A/A  filed with the
          Securities  and  Exchange Commission on June 12, 1998,  including
          any amendment or report  filed  for  the purpose of updating such
          description.

     In addition, all documents subsequently filed by the Registrant or the
Employees'  Savings  and Profit Sharing Plan of National  City  Bancshares,
Inc. (the "Plan") 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
securities  offered  hereby  have  been  sold  or  which  deregisters   all
securities  offered  hereby  then  remaining  unsold, shall be deemed to be
incorporated by reference in this Registration  Statement  and to be a part
hereof from their respective dates of filing.

     The Registrant will promptly provide without charge to  each person to
whom  a prospectus is delivered a copy of any or all information  that  has
been incorporated  herein  by  reference  (not  including  exhibits  to the
information  that  is  incorporated  by  reference unless such exhibits are
specifically  incorporated by reference into  such  information)  upon  the
written or oral  request  of  such  person directed to the Secretary of the
Registrant  at  its principal offices,  227  Main  Street,  P.O.  Box  868,
Evansville, Indiana  47705-0868, telephone (812) 464-9677.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not Applicable.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

     The Indiana  Business  Corporation  Law  provides  that a corporation,
unless limited by its Articles of Incorporation, is required  to  indemnify
its  directors  and  officers  against reasonable expenses incurred in  the
successful defense of any proceeding to which the director or officer was a
party because of serving as a director or officer of the corporation.

     The  Registrant  may  also  voluntarily   undertake   to  provide  for
indemnification  of  directors,  officers  and employees of the  Registrant
against any and all liability and reasonable  expense  that may be incurred
by   them,   arising   out   of  any  claim  or  action,  civil,  criminal,
administrative or investigative,  in  which  they  may  become  involved by
reason  of  being or having been a director, officer, or employee.   To  be
entitled to indemnification, those persons must have been wholly successful
in the claim  or action or the Board of Directors must have determined that
such persons acted in good faith in what they reasonably believed to be the
best interests  of  the  Registrant  (or  at  least not opposed to its best
interests) and, in addition, in any criminal action,  had  reasonable cause
to believe their conduct was lawful (or had no reasonable cause  to believe
that their conduct was unlawful).

     In  addition,  the Registrant has a directors' and officers' liability
and company reimbursement  policy that insures against certain liabilities,
including liabilities under  the  Securities  Act,  subject  to  applicable
retentions.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.

ITEM 8.  EXHIBITS.

     The list of Exhibits is incorporated herein by reference to the  Index
     to Exhibits.

     The  Registrant hereby undertakes that it will submit or has submitted
the Plan and  any amendment thereto to the Internal Revenue Service ("IRS")
in a timely manner  and  has  made or will make all changes required by the
IRS in order to qualify the Plan  under Section 401 of the Internal Revenue
Code.

ITEM 9.  UNDERTAKINGS.

     The undersigned Registrant hereby undertakes:

     (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;

          (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) of this
          section do not apply if the information  required  to be included
          in a post-effective amendment by those paragraphs is contained in
          periodic reports filed with or furnished to the Commission by the
          Registrant  pursuant  to  section  13  or  section  15(d) of  the
          Securities  Exchange  Act  of  1934  that  are  incorporated   by
          reference in the Registration Statement.

     (2)  That,  for  the  purpose  of  determining any liability under the
          Securities Act of 1933, 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 of 1933, each  filing of
the  Registrant's annual report pursuant to section 13(a) or section  15(d)
of the  Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee  benefit  plan's  annual report pursuant to section 15(d) of
the Securities Exchange Act of 1934)  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.

     Insofar   as   indemnification   for  liabilities  arising  under  the
Securities  Act  of  1933  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 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  its counsel the matter has been
settled  by  controlling  precedent,  submit  to  a  court  of  appropriate
jurisdiction the question whether such indemnification  by  it  is  against
public  policy  as  expressed  in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES

     THE REGISTRANT.  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 the City of Evansville, State of
Indiana, on March 25, 1999.

                                NATIONAL CITY BANCSHARES, INC.

                                By:      /S/ ROBERT D. VANCE
                                   Robert D. Vance
                                   Interim Chairman of the Board and
                                   Interim Chief Executive Officer

                             POWER OF ATTORNEY

     Pursuant  to the requirements of the  Securities  Act  of  1933,  this
Registration Statement  has  been  signed by the following persons in their
respective capacities and on the respective  dates indicated opposite their
names.  Each person whose signature appears below hereby authorizes each of
Robert D. Vance and Robert A. Keil, each with  full  power of substitution,
to  execute  in  the  name and on behalf of such person any  post-effective
amendment  to this Registration  Statement  and  to  file  the  same,  with
exhibits thereto,  and other documents in connection therewith, making such
changes in this Registration Statement as the registrant deems appropriate,
and appoints each of  Robert  D.  Vance  and Robert A. Keil, each with full
power of substitution, attorney-in-fact to sign any amendment and any post-
effective amendment to this Registration Statement  and  to  file the same,
with exhibits thereto, and other documents in connection therewith.
SIGNATURE                             TITLE                             DATE
/S/ ROBERT D. VANCE              Interim Chairman of the Board,    March 25, 1999
  Robert D. Vance                     Interim Chief  Executive Officer
                                      and Director
                                      (Principal Executive Officer)
     /S/ ROBERT A. KEIL               President, Chief Financial        March 25, 1999
 Robert A. Keil                       Officer and Director (Principal
                                      Financial Officer)
     /S/ STEPHEN C. BYELICK, JR.      Secretary and Treasurer           March 25, 1999
     Stephen C. Byelick, Jr.          (Principal Accounting Officer)
    /S/ JANICE L. BEESLEY             Director                          March 25, 1999
  Janice L. Beesley
     /S/ BEN L. CUNDIFF               Director                          March 25, 1999
  Ben L. Cundiff
     /S/ SUSANNE R. EMGE              Director                          March 25, 1999
  Susanne R. Emge
    /S/ DONALD G. HARRIS              Director                          March 25, 1999
  Donald G. Harris
    /S/ DR. H. RAY HOOPS              Director                          March 25, 1999
  Dr. H. Ray Hoops
     /S/ JOHN D. LIPPERT              Director                          March 25, 1999
  John D. Lippert
    /S/ GEORGE D. MARTIN              Director                          March 25, 1999
  George D. Martin
   /S/ RONALD G. REHERMAN             Director                          March 25, 1999
  Ronald G. Reherman
  /S/ LAURENCE R. STEENBERG           Director                          March 25, 1999
  Laurence R. Steenberg
     /S/ RICHARD F. WELP              Director                          March 25, 1999
  Richard F. Welp
THE PLAN.  Pursuant to the requirements of the Securities Act of 1933,
the  trustees  (or other persons who administer the employee benefit  plan)
have duly caused  this Registration Statement to be signed on its behalf by
the undersigned, thereunto  duly  authorized,  in  the  City of Evansville,
State of Indiana on March 25, 1999.

                           EMPLOYEES' SAVINGS AND PROFIT
                             SHARING PLAN OF NATIONAL
                             CITY BANCSHARES, INC.

                           NATIONAL CITY BANCSHARES, INC.,
                           as Plan Administrator

                           By:  /S/ ROBERT A. KEIL
                                Robert A. Keil, President

                           THE NATIONAL CITY BANK OF EVANSVILLE,
                           as Trustee

                           By:  /S/ DAVID L. KELLER
                                David L. Keller, Sr. Vice President
INDEX TO EXHIBITS
DESCRIPTION OF EXHIBIT
         Exhibit
           NO.
4.1                       Restated Articles of Incorporation of the Registrant.  (The copy of
                          this Exhibit filed as Exhibit 3.1 to the Registrant's Registration
                          Statement on Form 8-A/A dated June 12, 1998 is incorporated herein
                          by reference.)
4.2                       By-Laws of the Registrant, as amended to date.  (The copy of this
                          Exhibit filed as Exhibit 3(ii) to the Registrant's Annual Report on
                          Form 10-K for the year ended December 31, 1997 is incorporated
                          herein by reference.)
4.3                       Employee's Savings and Profit Sharing Plan of National City
                          Bancshares, Inc.
23.1                      Consent of PricewaterhouseCoopers LLP.
23.2                      Consent of Crowe, Chizek & Company LLP.
23.3                      Consent of Sherman, Barber & Mullikin.
23.4                      Consent of Thurman Campbell & Co.
23.5                      Consent of Gray Hunter Stenn LLP.
24                        Powers of Attorney (included on the Signature Page of the
                          Registration Statement).