As filed with the Securities and
Exchange Commission on May 24, 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)

                        NATIONAL CITY BANCSHARES, INC.
                      1999 STOCK OPTION AND INCENTIVE PLAN

                 STOCK OPTION AGREEMENT DATED AUGUST 31, 1998
           BETWEEN NATIONAL CITY BANCSHARES, INC. AND CLYDE A. TURNER

                 STOCK OPTION AGREEMENT DATED AUGUST 31, 1998
         BETWEEN NATIONAL CITY BANCSHARES, INC. AND TIMOTHY J. BRANNON
                           (Full title of the plans)

                                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,        760,099 shares   $26.66 (3)          $20,264,239 (3)     $5,633.46 (3)
without par value
</TABLE>


(1) 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.   In  addition,  pursuant  to  Rule  457(h)(2)  under the
    Securities Act, no separate fee is required to register such interests.

(2) It  is  impracticable  to state the maximum offering price.  Shares offered
    pursuant to incentive stock options granted under the 1999 Stock Option and
    Incentive Plan are to offered at not less than the fair market value of one
    share of Common Stock on the date such stock options are granted and shares
    offered pursuant to non-qualified  stock  options  are to be offered at not
    less than 85% of the fair market value of one share  of Common Stock on the
    date such stock options are granted.

(3) 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 May 18, 1999, which was $26.66  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
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.

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 May 20, 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,    May 20, 1999
  Robert D. Vance                     Interim Chief  Executive Officer
                                      and Director
                                      (Principal Executive Officer)
     /S/ ROBERT A. KEIL               President, Chief Financial        May 20, 1999
 Robert A. Keil                       Officer and Director (Principal
                                      Financial Officer)
     /S/ STEPHEN C. BYELICK, JR.      Secretary and Treasurer           May 20, 1999
     Stephen C. Byelick, Jr.          (Principal Accounting Officer)
    /S/ JANICE L. BEESLEY             Director                          May 20, 1999
  Janice L. Beesley
     /S/ BEN L. CUNDIFF               Director                          May 20, 1999
  Ben L. Cundiff
       SUSANNE R. EMGE                Director                          May 20, 1999
  Susanne R. Emge
    /S/ DONALD G. HARRIS              Director                          May 20, 1999
  Donald G. Harris
    /S/ DR. H. RAY HOOPS              Director                          May 20, 1999
  Dr. H. Ray Hoops
     /S/ JOHN D. LIPPERT              Director                          May 20, 1999
  John D. Lippert
    /S/ GEORGE D. MARTIN              Director                          May 20, 1999
  George D. Martin
   /S/ RONALD G. REHERMAN             Director                          May 20, 1999
  Ronald G. Reherman
  /S/ LAURENCE R. STEENBERG           Director                          May 20, 1999
  Laurence R. Steenberg
     /S/ RICHARD F. WELP              Director                          May 20, 1999
  Richard F. Welp
</TABLE>


<PAGE>
                             INDEX TO EXHIBITS

Exhibit No.               Description of Exhibit

[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      National City Bancshares, Inc. 1999 Stock Option and Incentive Plan.
4.4(a)   Stock Option Agreement dated August 31, 1998 between National City
         Bancshares, Inc. and Clyde A. Turner.
4.4(b)   Amendment to Stock Option Agreement dated August 31, 1998 between
         National City Bancshares, Inc. and Clyde A. Turner.
4.5(a)   Stock Option Agreement dated August 31, 1998 between National City
         Bancshares, Inc. and Timothy J. Brannon.
4.5(b)   Amendment to Stock Option Agreement dated August 31, 1998 between
         National City Bancshares, Inc. and Timothy J. Brannon.
5        Opinion of Baker & Daniels, counsel for Registrant, as to the
         legality of the securities being registered.
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).
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17704}]
{"company-data": {"conformed-name": "NATIONAL CITY BANCSHARES INC", "cik": "0000764241", "assigned-sic": "6022", "irs-number": "351632155", "state-of-incorporation": "IN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-79163", "film-number": "99633224"}, "business-address": {"street1": "227 MAIN ST P O BOX 868", "city": "EVANSVILLE", "state": "IN", "zip": "47705-0868", "phone": "8124649677"}, "mail-address": {"street1": "227 MAIN ST", "street2": "PO BOX 868", "city": "EVANSVILLE", "state": "IN", "zip": "47705-0868"}}
As filed with the Securities and
Exchange Commission on May 24, 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)

                        NATIONAL CITY BANCSHARES, INC.
                      1999 STOCK OPTION AND INCENTIVE PLAN

                 STOCK OPTION AGREEMENT DATED AUGUST 31, 1998
           BETWEEN NATIONAL CITY BANCSHARES, INC. AND CLYDE A. TURNER

                 STOCK OPTION AGREEMENT DATED AUGUST 31, 1998
         BETWEEN NATIONAL CITY BANCSHARES, INC. AND TIMOTHY J. BRANNON
                           (Full title of the plans)

                                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,        760,099 shares   $26.66 (3)          $20,264,239 (3)     $5,633.46 (3)
without par value
(1) 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.   In  addition,  pursuant  to  Rule  457(h)(2)  under the
    Securities Act, no separate fee is required to register such interests.

(2) It  is  impracticable  to state the maximum offering price.  Shares offered
    pursuant to incentive stock options granted under the 1999 Stock Option and
    Incentive Plan are to offered at not less than the fair market value of one
    share of Common Stock on the date such stock options are granted and shares
    offered pursuant to non-qualified  stock  options  are to be offered at not
    less than 85% of the fair market value of one share  of Common Stock on the
    date such stock options are granted.

(3) 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 May 18, 1999, which was $26.66  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
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.

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 May 20, 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,    May 20, 1999
  Robert D. Vance                     Interim Chief  Executive Officer
                                      and Director
                                      (Principal Executive Officer)
     /S/ ROBERT A. KEIL               President, Chief Financial        May 20, 1999
 Robert A. Keil                       Officer and Director (Principal
                                      Financial Officer)
     /S/ STEPHEN C. BYELICK, JR.      Secretary and Treasurer           May 20, 1999
     Stephen C. Byelick, Jr.          (Principal Accounting Officer)
    /S/ JANICE L. BEESLEY             Director                          May 20, 1999
  Janice L. Beesley
     /S/ BEN L. CUNDIFF               Director                          May 20, 1999
  Ben L. Cundiff
       SUSANNE R. EMGE                Director                          May 20, 1999
  Susanne R. Emge
    /S/ DONALD G. HARRIS              Director                          May 20, 1999
  Donald G. Harris
    /S/ DR. H. RAY HOOPS              Director                          May 20, 1999
  Dr. H. Ray Hoops
     /S/ JOHN D. LIPPERT              Director                          May 20, 1999
  John D. Lippert
    /S/ GEORGE D. MARTIN              Director                          May 20, 1999
  George D. Martin
   /S/ RONALD G. REHERMAN             Director                          May 20, 1999
  Ronald G. Reherman
  /S/ LAURENCE R. STEENBERG           Director                          May 20, 1999
  Laurence R. Steenberg
     /S/ RICHARD F. WELP              Director                          May 20, 1999
  Richard F. Welp
INDEX TO EXHIBITS

Exhibit No.               Description of Exhibit

[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      National City Bancshares, Inc. 1999 Stock Option and Incentive Plan.
4.4(a)   Stock Option Agreement dated August 31, 1998 between National City
         Bancshares, Inc. and Clyde A. Turner.
4.4(b)   Amendment to Stock Option Agreement dated August 31, 1998 between
         National City Bancshares, Inc. and Clyde A. Turner.
4.5(a)   Stock Option Agreement dated August 31, 1998 between National City
         Bancshares, Inc. and Timothy J. Brannon.
4.5(b)   Amendment to Stock Option Agreement dated August 31, 1998 between
         National City Bancshares, Inc. and Timothy J. Brannon.
5        Opinion of Baker & Daniels, counsel for Registrant, as to the
         legality of the securities being registered.
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).