As filed with the Securities and Exchange Commission on December 4, 
1998 	Registration No. 33-_______
____________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
__________________
MNB BANCSHARES, INC.
(Exact name of Registrant as specified in its charter)
Delaware    		  48-1120026
(State or other jurisdiction of incorporation or
organization)
(I.R.S. Employer
Identification No.)
__________________
800 Poyntz Avenue
Manhattan, Kansas  66502-0031
(Address of principal executive offices)
__________________
MNB BANCSHARES, INC.
1998 STOCK INCENTIVE PLAN
(Full title of the plan)
__________________
Patrick L. Alexander
President and Chief Executive Officer
MNB Bancshares, Inc.
800 Poyntz Avenue
Manhattan, Kansas  66502-0031
(Name and address of agent for service)
(913) 565-2000
(Telephone number, including area code, of agent for service)

With copies to:

John E. Freechack, Esq.
Douglas J. Tucker, Esq.
Barack Ferrazzano Kirschbaum Perlman & Nagelberg
333 West Wacker Drive, Suite 2700
Chicago, Illinois  60606
(312) 984-3100

CALCULATION OF REGISTRATION FEE

Title of Securities
to be Registered

Amount to be
Registered(1)

Proposed Maximum
Offering Price
per Share(2)

Proposed Maximum
Aggregate
Offering Price(1)(2)

Amount of
Registration Fee(2)

Common Stock, Par Value $0.01 per share
100,000
$13.50
$1,350.00
$375.30

(1)	Pursuant to Rule 416(a) under the Securities Act of 1933, as 
amended (the "Securities Act"), this Registration Statement also registers 
such indeterminate number of additional shares as may be issuable under 
the MNB Bancshares, Inc. 1998 Stock Incentive Plan (the "Plan") in 
connection with share splits, share dividends or similar transactions.

(2)	Estimated pursuant to Rule 457(h) under the Act, solely for the 
purpose of calculating the registration fee, based upon the average of the 
high and low prices for the Registrant's Common Stock as reported on the 
Nasdaq National Market on the most recent day a trade occurred.
                                                                                
		
PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The document(s) containing the information specified in Part I of Form S-
8 will be sent or given to participants in the MNB Bancshares, Inc. 1998 
Stock Incentive Plan (the "Plan") as specified by Rule 428(b)(1) 
promulgated by the Securities and Exchange Commission (the 
"Commission") under the Securities Act.

Such document(s) are not being filed with the Commission, but constitute 
(along with the documents incorporated by reference into the Registration 
Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the 
requirements of Section 10(a) of the Act.



PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.	Incorporation of Certain Documents by Reference.

The following documents previously or concurrently filed by MNB 
Bancshares, Inc. (the "Company") with the Commission are hereby 
incorporated by reference into this Registration Statement:

(a)	The Company's Annual Report on Form 10-K (the "Annual 
Report") filed by the Company (SEC File No. 0-21878) under the 
Securities Exchange Act of 1934, as amended (the "Exchange Act"), with 
the Commission on March 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 Annual 
Report referred to in (a) above.

(c)	The description of the Company's Common Stock set forth on 
Form 8-A filed by the Company with the Commission.

All documents subsequently filed by the Company with the Commission 
pursuant to Sections 13(a), 13(c), 14, or 15(d) of 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 
then remaining unsold, shall be deemed incorporated by reference into this 
Registration Statement and to be a part thereof from the date of the filing 
of such documents.  Any statement contained in the documents 
incorporated, or deemed to be incorporated, by reference herein or therein 
shall be deemed to be modified or superseded for purposes of this 
Registration Statement and the prospectus which is a part hereof (the 
"Prospectus") to the extent that a statement contained herein or therein or 
in any other subsequently filed document which also is, or is deemed to 
be, incorporated by reference herein or therein modifies or supersedes such 
statement.  Any such statement so modified or superseded shall not be 
deemed, except as so modified or superseded, to constitute a part of this 
Registration Statement and the Prospectus.

Item 4.	Description of Securities.
Not applicable.  See Item 3(c) above.

Item 5.	Interests of Named Experts and Counsel.
Not applicable.

Item 6.	Indemnification of Directors and Officers.

Under its Certificate of Incorporation, as amended, the Registrant shall, to 
the full extent permitted by the General Corporation Law of the State of 
Delaware, indemnify each person who is or was a director or officer of the 
Registrant against any liability, cost or expense incurred by him in his 
capacity as a director or officer or arising out of his status as a director or 
officer.

In addition, the Delaware Law permits a corporation to purchase and 
maintain, on behalf of its directors and officers, insurance against liability 
incurred in their capacities as such, regardless of whether the corporation 
would have the power to indemnify against such liability under the 
Delaware law.  The Registrant currently maintains such directors' and 
officers' liability insurance.

Item 7.	Exemption from Registration Claimed.

Not Applicable.

Item 8.	Exhibits.

See the Exhibit Index following the signature page in this Registration 
Statement, which Exhibit Index is incorporated herein by reference.

Item 9.	Undertakings.

(a)	The undersigned Registrant hereby undertakes:

(1)	To file, during any period in which offers or sales are being made, 
a post-effective amendment to the Registration Statement to include: (i) 
any prospectus required by Section 10(a)(3) of the Securities Act; (ii) to 
reflect in the prospectus any facts or events arising after the effective date 
of the Registration Statement which, individually or in the aggregate, 
represent a fundamental change in the information set forth in the 
Registration Statement; and (iii) 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 provisions (i) and (ii) of this 
undertaking are inapplicable if the information to be filed thereunder is 
contained in periodic reports filed by the Company pursuant to Sections 13 
or 15(d) of the Exchange Act and incorporated by reference into 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.

(b)	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.

(c)	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 provision, or otherwise, 
the registrant has been advised that in the opinion of the 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 of expenses incurred or paid by a director, officer 
or controlling person 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 Securities 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 Manhattan, Kansas on October 
21, 1998.

						MNB BANCSHARES, INC.



						By:/s/Patrick L. Alexander	
			
							Patrick L. Alexander
							President and Chief Executive Officer

						
 					By:/s/Susan E. Roepke                                               

						 Susan E. Roepke
       Vice President, Secretary, Treasurer
       and Chief Financial Officer		
	

POWER OF ATTORNEY

Know all men by these presents, that each person whose signature 
appears below constitutes and appoints Patrick L. Alexander and Susan E. 
Roepke, and each of them, his true and lawful attorney-in-fact and agent, 
each with full power of substitution and re-substitution, 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 attorney-in-fact and agent full power and 
authority to do and perform each and every act and thing requisite and 
necessary to be done in and about the premises, as fully to all intents and 
purposes as they might or could do in person, hereby ratifying and 
confirming all that said attorney-in-fact and agent, or any of them, or his 
substitute or 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 each of the following persons 
in the capacities indicated on the dates indicated below on October 21, 
1998.  


Signature

            Title
/s/ Patrick L. Alexander		
Patrick L. Alexander
President, Chief Executive Officer and Director
/s/ Susan E. Roepke			
Susan E. Roepke
Vice President, Secretary, Treasurer, Chief Financial 
Officer and Director 
/s/ Brent A. Bowman		
Brent A. Bowman
Chairman of the Board
/s/ Joseph L. Downey		
Joseph L. Downey
Director
/s/ Charles D. Green
Charles D. Green
Director
/s/ Vernon C. Larson		
Vernon C. Larson
Director
/s/ Jerry R. Pettle			
Jerry R. Pettle
Director
/s/ Donald J. Wissman		
Donald J. Wissman
Director


MNB BANCSHARES, INC.
EXHIBIT INDEX
TO
FORM S-8 REGISTRATION STATEMENT
<TABLE>
<CAPTION>
<S>             <C>           <C>                 <C>             <C>
Exhibit No.     Description   Incorporated        Filed          Sequential 
                              Herein by           Herewith       Page No.
                              Reference To    
                                               
4.1       Certificate of      Exhibit 3.1 of
          Incorporation of    the Form S-1
          MNB Bancshares,     Registration
          Inc.                Statement, as amended,
                              filed with the
                              Commission on
                              September 3, 1992
                              (Registration No.
                              33-51710)

4.2      Certificate of                              X             --
         Amendment of the
         Certificate of
         Incorporation of
         MNB Bancshares, Inc.

4.3      Bylaws of MNB        Exhibit 3.2 of the
         Bancshares, Inc.     Form s-1 Registration
                              Statement, as amended,
                              filed with the Commission
                              on September 3, 1992
                             (Registration No. 33-51710)


5.1      Opinion of Barack                          X             --
         Ferrazzano Kirschbaum
         Perlman & Nagelberg

23.1     Consent of KPMG Peat                       X             --
         Marwick LLP

24.1     Power of Attorney                       Included on
                                                 Signature Page
                                                 to this Registration
                                                 Statement

99.1     MNB Bancshares, Inc.                       X            --
         1998 Stock Incentive Plan
</TABLE>

CERTIFICATE OF AMENDMENT OF THE
CERTIFICATE OF INCORPORATION
OF
MNB BANCSHARES, INC.

MNB Bancshares, Inc. (hereinafter called the
"Corporation"), a corporation organized and 
existing under and by virtue of the General
Corporation Law of the State of Delaware, 
does hereby certify that:

1. The name of the Corporation is: MNB Bancshares, Inc.
2. The first sentence of Articles Fourth of the Certificate
of Incorporation of the Corporation is hereby amended to 
read in its entirety as follows:

ARTICLE FOURTH:  The total number of shares of stock
which this corporation shall have authority to issue
is three million (3,000,000) shares of common stock,
par value $.01 per share, and two hundred thousand 
(200,000) shares of serial preferred stock, par value
$.01 per share.

3.  The amendment of the Certificate of Incorporation
herein certified has been duly adopted in accordance 
with the provisions of Section 242 of the General 
Corporation Law of the State of Delaware.

Dates as of the 18th day of May, 1998.

MNB BANCSHARES, INC.

By: /s/Patrick L. Alexander
       President and Chief Executive Officer


December 1, 1998

MNB Bancshares, Inc.
800 Poyntz Avenue
Manhattan, Kansas 66502-0031

Ladies and Gentlemen:

We have acted as special counsel to MNB Bancshares, Inc., a 
Delaware corporation (the "Company"), in connection with the proposed 
offering of 100,000 shares of its common stock, $.01 par value ("Common 
Shares"), pursuant to the Company's 1998 Stock Incentive Plan (the 
"Offering") as described in the Form S-8 Registration Statement to be filed 
with the Securities and Exchange Commission (the "SEC") on or about 
December 3, 1998 (the "Registration Statement").  Capitalized terms used, 
but not defined, herein shall have the meanings given such terms in the 
Registration Statement.  You have requested our opinion concerning certain 
matters in connection with the Offering.

We have made such legal and factual investigation as we deemed 
necessary for purposes of this opinion.  In our investigation, we have 
assumed the genuineness of all signatures, the proper execution of all 
documents submitted to us as originals, the conformity to the original 
documents of all documents submitted to us as copies and the authenticity of 
the originals of such copies.

In arriving at the opinions expressed below, we have reviewed and 
examined the following documents:

a.	the Certificate of Incorporation of the Company filed with 
the Secretary of State of the State of Delaware on August 27, 
1992, as amended, and the Company's Bylaws, as amended;

b.	the Registration Statement, including the prospectus 
constituting a part thereof (the "Prospectus");

c.	Resolutions of the Board of Directors of the Company (the 
"Board") relating to the Offering; and

d.	a form of share certificate representing the Common Shares 
approved by the Board.

We call your attention to the fact that our firm only requires lawyers 
to be qualified to practice law in the State of Illinois and, in rendering the 
foregoing opinions, we express no opinion with respect to any laws relevant 
to this opinion other than the Securities Act of 1933, as amended, and the 
rules and regulations thereunder, the laws and regulations of the State of 
Illinois, the General Corporation Law of the State of Delaware and United 
States federal law.  

Based upon the foregoing, but assuming no responsibility for the 
accuracy or the completeness of the data supplied by the Company and 
subject to the qualifications, assumptions and limitations set forth herein, it 
is our opinion that:

1.	The Company has been duly organized and is validly 
existing in good standing under the laws of the State of Delaware and has 
due corporate authority to carry on its business as it is presently conducted.

2.	The Company is authorized to issue up to 3,000,000 
Common Shares, of which 1,364,230 Common Shares have been issued and 
are presently outstanding prior to the Offering.

3.	When the Registration Statement shall have been declared 
effective by order of the SEC and the Common Shares to be sold thereunder 
shall have been issued and sold upon the terms and conditions set forth in 
the Registration Statement, then such Common Shares will be legally 
issued, fully paid and non-assessable.

We express no opinion with respect to any specific legal issues other 
than those explicitly addressed herein.  We assume no obligation to advise 
you of any change in the foregoing subsequent to the date of this opinion 
(even though the change may affect the legal conclusion stated in this 
opinion letter).

We hereby consent (i) to be named in the Registration Statement, 
and in the Prospectus, as attorneys who will pass upon the legality of the 
Common Shares to be sold thereunder and (ii) to the filing of this opinion as 
an Exhibit to the Registration Statement.

Very truly yours,


Barack Ferrazzano 
Kirschbaum Perlman 
& Nagelberg
							

The Board of Directors
MNB Bancshares, Inc.

We consent to the incorporation by reference in the
registration statement of Form S-8 of MNB Bancshares, 
Inc. of our report, dated January 30, 1998, relating
to the consolidated balance sheets of MNB Bancshares,
Inc. and subsidiaries as of December 31, 1997 and 1996
and the related consolidated statements of earnings,
stockholders' equity and cash flows for each of the 
years in the three-year period ended December 31, 1997,
which report appears in the December 31, 1997 annual
report on Form 10-K of MNB Bancshares, Inc.

Kansas City, Missouri
December 2, 1998


MNB BANCSHARES, INC.
1998 STOCK INCENTIVE PLAN

I. Purpose of the Plan

The  MNB BANCSHARES, INC., 1998 STOCK INCENTIVE 
PLAN (hereinafter referred to as the "Plan") is intended to provide a 
means whereby directors, employees, consultants and advisors of MNB 
BANCSHARES, INC., and its Related Corporations may sustain a sense 
of proprietorship and personal involvement in the continued development 
and financial success of the Company, and to encourage them to remain 
with and devote their best efforts to the business of the Company, thereby 
advancing the interests of the Company and its shareholders.  
Accordingly, the Company may permit certain directors, employees, 
consultants and advisors to acquire Shares or otherwise participate in the 
financial success of the Company, on the terms and conditions established 
herein. 

II. Definitions

The following terms shall be defined as set forth below:

A. Board.  Shall mean the Board of Directors of the Company.

B. Cause.  Shall mean the commitment of fraud, the 
misappropriation of or intentional material damage to the property or 
business of the Company, the substantial failure to fulfill the duties and 
responsibilities of a regular position and/or comply with Company 
policies, rules or regulations, or the conviction of a felony.

C. Change of Control.  Shall mean:

1. the consummation of the acquisition by any person 
(as such term is defined in Section 13(d) or 14(d) of 
the `34 Act) of beneficial ownership (within the 
meaning of Rule 13d-3 promulgated under the `34 
Act) of fifty percent (50%) or more of the combined 
voting power of the then outstanding voting 
securities of the Company other than through the 
receipt of Shares pursuant to the Plan; or

2. the individuals who, as of the date hereof, are 
members of the Board cease for any reason to 
constitute a majority of the Board, unless the 
election, or nomination for election by the 
stockholders of the Company, of any new director 
was approved by a vote of a majority of the Board, 
and such new director shall, for purposes of this 
Agreement, be considered as a member of the 
Board; or

3. approval by stockholders of the Company of:  (1) a 
merger or consolidation if the stockholders, 
immediately before such merger or consolidation, 
do not, as a result of such merger or consolidation, 
own, directly or indirectly, more than fifty percent 
(50%) of the combined voting power of the then 
outstanding voting securities of the entity resulting 
from such merger or consolidation in substantially 
the same proportion as their ownership of the 
combined voting power of the voting securities of 
the Company outstanding immediately before such 
merger or consolidation; or (2) a complete 
liquidation or dissolution or an agreement for the 
sale or other disposition of all or substantially all of 
the assets of the Company.

Notwithstanding the foregoing, a Change in Control shall not be 
deemed to occur solely because fifty percent (50%) or more of the 
combined voting power of the then outstanding securities of the Company 
are acquired by:  (1) a trustee or other fiduciary holding securities under 
one or more employee benefit plans maintained for employees of the 
Company; or (2) any corporation which, immediately prior to such 
acquisition, is owned directly or indirectly by the stockholders of the 
Company in the same proportion as their ownership of stock of the 
Company immediately prior to such acquisition.

D. Code.  Shall mean the Internal Revenue Code of 1986, and 
any amendments thereto.

E. Committee.  Shall mean a committee appointed by the 
Board in accordance with Section 3 hereof.

F. Company.  Shall mean MNB Bancshares, Inc. 

G. Compete.  Shall mean within a period of one (1) year after 
the termination of service, the direct or indirect competition with the 
business of the Company and its Related Corporations, including, but not 
by way of limitation, the direct or indirect owning, managing, operating, 
controlling, financing or serving as an officer, employee, director or 
consultant to, or by soliciting or inducing, or attempting to solicit or 
induce, any employee or agent of the Company or a Related Corporation 
to terminate employment and become employed by any person, firm, 
partnership, corporation, trust or other entity which owns or operates, a 
business similar to that of the Company and its Related Corporations, 
within the counties in which the Company and its Related Corporations is 
operating, except with the express prior written consent of the Company.

H. Disability.  Shall mean a physical or mental disability 
(within the meaning of Section 22(e)(3) of the Code) which impairs the 
individual's ability to substantially perform his or her current duties for a 
period of at least twelve (12) consecutive months, as determined by the 
Committee.

I. ERISA.  Shall mean the Employee Retirement Income 
Security Act of 1974, and any amendment thereto.

J. Incentive Stock Option.  Shall mean an award under the 
Plan that satisfies the general requirements of Code Section 422, namely:  
(i) grantees must be employees; (ii) the exercise price may not be less than 
the fair market value of the underlying Shares at the date of grant; (iii) no 
more than $100,000 worth of Shares may become exercisable in any year; 
(iv) the maximum duration of an award may be ten (10) years; (v) awards 
must be exercised within three (3) months after termination of 
employment, except in the event of Disability or death; and (vi) Shares 
received upon exercise must be retained for the greater of two (2) years 
from the date of grant or one (1) year from the date of exercise.

K. Nonqualified Options.  Shall mean an option award under 
the Plan that is not an Incentive Stock Option.

L. Related Corporation.  Shall mean Security National Bank 
and any corporation which would be a parent or subsidiary corporation 
with respect to the Company as defined in Section 424(e) or (f), 
respectively, of the Code.

M. Retirement.  Shall have the same meaning as is provided 
under the MNB Bancshares, Inc. Employee Stock Ownership Plan, and 
shall mean termination of service, other than for Cause, after attainment of 
age sixty (60) for directors, consultants and advisors.

N. Restricted Stock.  Shall mean an award of Shares under the 
Plan that are restricted as to transfer and subject to forfeiture.

O. Rule 16b-3.  Shall mean Rule 16b-3 promulgated under the 
`34 Act, and any amendments thereto.

P. Shares.  Shall mean common stock of the Company.

Q. Stock Appreciation Rights.  Shall mean rights entitling the 
grantee to receive the appreciation in the market value of a stated number 
of Shares.

R. '33 Act.  Shall mean the Securities Act of 1933, and any 
amendments thereto.

S. '34 Act.  Shall mean the Securities Exchange Act of 1934, 
and any amendments thereto.

III. Administration of the Plan

The Plan shall be administered by the Board, or a Committee 
appointed by the Board.  The Board, or the appointed Committee, shall 
have sole authority to:

A. select the directors, employees, consultants and advisors to 
whom awards shall be granted under the Plan;

B. establish the amount and conditions of each such award;

C. prescribe any legend to be affixed to certificates 
representing such awards;

D. interpret the Plan; and 

E. adopt such rules, regulations, forms and agreements, not 
inconsistent with the provisions of the Plan, as it may deem 
advisable to carry out the Plan.

All decisions made by the Board, or the Committee, in administering the 
Plan shall be final.

IV. Shares Subject to the Plan

The aggregate number of Shares that may be obtained by directors, 
employees, consultants and advisors under the Plan shall be 100,000 
Shares.  Any Shares that remain unissued at the termination of the Plan 
shall cease to be subject to the Plan, but until termination of the Plan, the 
Company shall at all times make available sufficient Shares to meet the 
requirements of the Plan.  

V. Stock Options

A. Type of Options.  The Company may issue options that 
constitute Incentive Stock Options to employees and Nonqualified Options 
to directors, employees, consultants and advisors under the Plan.  The 
grant of each option shall be confirmed by a stock option agreement that 
shall be executed by the Company and the optionee as soon as practicable 
after such grant.  The stock option agreement shall expressly state or 
incorporate by reference the provisions of the Plan and state whether the 
option is an Incentive Option or a Nonqualified Option.

B. Terms of Options.  Except as provided in Subparagraphs 
(c) and (d) below, each option granted under the Plan shall be subject to 
the terms and conditions set forth by the Board in the stock option 
agreement including, but not limited to, option price and option term.

C. Additional Terms Applicable to All Options.  Each option 
shall be subject to the following terms and conditions:

1. Written Notice.  An option may be exercised only 
by giving written notice to the Company specifying 
the number of Shares to be purchased.

2. Method of Exercise.  The aggregate option price 
may be paid in any one or a combination of cash, 
personal check, Shares already owned or Plan 
awards which the optionee has an immediate right 
to exercise, as provided by the Board.

3. Term of Option.  An option shall be exercisable as 
provided under the Plan or by the Board.

4. Disability or Death of Optionee.  If an optionee 
terminates service due to Retirement, Disability or 
death prior to exercise in full of any options, he or 
she or his or her beneficiary, executor, administrator 
or personal representative shall have the right to 
exercise the options within a period of twelve (12) 
months after the date of such termination to the 
extent that the right was exercisable at the date of 
such termination as provided in the stock option 
agreement, or as may otherwise be provided by the 
Board.

5. Transferability.  No option may be transferred, 
assigned or encumbered by an optionee, except:  
(A) by will or the laws of descent and distribution; 
(B) by gifting for the benefit of descendants for 
estate planning purposes; or (C) pursuant to a 
certified domestic relations order.

D. Additional Terms Applicable to Incentive Options.  Each 
Incentive Option shall be subject to the following terms and conditions:

1. Option Price.  The option price per Share shall be 
100% of the fair market value of a Share on the date 
the option is granted.  Notwithstanding the 
preceding sentence, the option price per Share 
granted to an individual who, at the time such 
option is granted, owns stock possessing more than 
10% of the total combined voting power of all 
classes of stock of the Company (hereinafter 
referred to as a "10% Shareholder") shall not be less 
than 110% of the fair market value of a Share on the 
date the option is granted.

2. Term of Option. No option may be exercised more 
than ten (10) years after the date of grant.  No 
option granted to a 10% Shareholder may be 
exercised more than five (5) years after the date of 
grant.  Notwithstanding any other provisions hereof, 
no option may be exercised more than three (3) 
months after the optionee terminates employment 
with the Company, except in the event of death or 
Disability as provided under Subparagraph (c)(iv) 
above.

3. Annual Exercise Limit.  The aggregate fair market 
value of Shares which first become exercisable 
during any calendar year shall not exceed $100,000.  
For purposes of the preceding sentence, the fair 
market value of each Share shall be determined on 
the date the option with respect to such Share is 
granted.

4. Transferability.  No option may be transferred, 
assigned or encumbered by an optionee, except by 
will or the laws of descent and distribution, and 
during the optionee's lifetime an option may only 
be exercised by him or her.

VI. Restricted Stock Awards

A. Grants.  Restricted Stock Awards ("RSAs") under the Plan 
shall be evidenced by restricted  stock agreements in such form and 
consistent with the Plan as the Board shall approve from time to time.

B. Restriction Period.  RSAs awarded under the Plan shall be 
subject to such terms, conditions, and restrictions, including without 
limitation:  prohibitions against transfer; substantial risks of forfeiture; 
attainment of performance objectives; repurchase by the Company or right 
of first refusal for such period or periods as shall be determined by the 
Board at the time of grant.  The Board shall have the power to permit, in 
its discretion, an acceleration of the expiration of the applicable restriction 
period with respect to any part or all of the RSAs awarded to a grantee.

C. Restrictions Upon Transfer.  RSAs awarded, and the right 
to vote underlying Shares and to receive dividends thereon, may not be 
sold, assigned, transferred, exchanged, pledged, hypothecated, or 
otherwise encumbered during the restriction period applicable to such 
Shares, except: (i) by will or the laws of descent and distribution; (ii) by 
gifting for the benefit of descendants for estate planning purposes; or (iii) 
pursuant to a certified domestic relations order.  Subject to the foregoing, 
and except as otherwise provided in the Plan, the grantee shall have all the 
other rights of a stockholder including, but not limited to, the right to 
receive dividends and the right to vote such Shares.

D. Certificates.  Each certificate issued in respect of RSAs 
awarded to a grantee shall be deposited with the Company, or its designee, 
and shall bear the following legend:

"This certificate and the shares represented hereby are 
subject to the terms and conditions (including forfeiture and 
restrictions against transfer) contained in the MNB 
Bancshares, Inc. 1998 Stock Incentive Plan and an 
Agreement entered into by the registered owner.  Release 
from such terms and conditions shall be obtained only in 
accordance with the provisions of the Plan and Agreement, 
a copy of each of which is on file in the office of the 
Secretary of said Company."

E. Lapse of Restrictions.  The Agreement shall specify the 
terms and conditions upon which any restrictions upon Shares awarded 
under the Plan shall lapse, as determined by the Board.  Upon the lapse of 
such restrictions, Shares, free of the foregoing restrictive legend, shall be 
issued to the grantee or his or her legal representative.

F. Termination Prior to Lapse of Restrictions.  In the event of 
a grantee's termination of service prior to the lapse of restrictions 
applicable to any RSAs awarded to such grantee, all Shares as to which 
there still remain restrictions shall be forfeited by such grantee without 
payment of any consideration to the grantee, and neither the grantee nor 
any successors, heirs, assigns, or personal representatives of such grantee 
shall thereafter have any further rights or interest in such Shares or 
certificates.

VII. Stock Appreciation Rights

A. Grants.  Stock Appreciation Rights ("SARs") may be 
granted separately or in tandem with or by reference to an option granted 
prior to or simultaneously with the grant of such rights, to such eligible 
directors, employees, consultants and advisors as may be selected by the 
Board.

B. Terms of Grant.  SARs may be granted in tandem with or 
with reference to a related option, in which event the grantee may elect to 
exercise either the option or the SAR, but not both, as to the same Share 
subject to the option and the SAR, or the SAR may be granted 
independently of a related option.  SARs shall not be transferable, except: 
(i) by will or the laws of descent and distribution; (ii) by gifting for the 
benefit of descendants for estate planning purposes; or (iii) pursuant to a 
certified domestic relations order.

C. Payment on Exercise.  Upon exercise of a SAR, the grantee 
shall be paid the excess of the then fair market value of the number of 
Shares to which the SAR relates over the fair market value of such number 
of Shares at the date of grant of the SAR or of the related option, as the 
case may be.  Such excess shall be paid in cash or in Shares having a fair 
market value equal to such excess or in such combination thereof as the 
Board shall determine.

VIII. Amendment or Termination of the Plan

The Board may amend, suspend or terminate the Plan or any 
portion thereof at any time, but (except as provided in Section 13 hereof) 
no amendment shall be made without approval of the stockholders of the 
Company which shall: (i) materially increase the aggregate number of 
Shares with respect to which Incentive  Stock Option awards may be made 
under the Plan; or (ii) change the class of persons eligible to receive 
Incentive Stock Option awards under the Plan; provided, however, that no 
amendment, suspension or termination shall impair the rights of any 
individual, without his or her consent, in any award theretofore made 
pursuant to the Plan.

IX. Term of Plan

The Plan shall be effective upon the date of its adoption by the 
Board; provided that, Incentive Options may be granted only if the Plan is 
approved by the shareholders within twelve (12) months before or after the 
date of adoption.  Unless sooner terminated under the provisions of 
Section 9, Shares and SARs shall not be granted under the Plan after the 
expiration of ten (10) years from the effective date of the Plan.  However, 
awards may be exercisable after the end of the term of the Plan.

X. Rights as Shareholder

Upon delivery of any Share to a director, employee, consultant or 
advisor, such person shall have all of the rights of a shareholder of the 
Company with respect to such Share, including the right to vote such 
Share and to receive all dividends or other distributions paid with respect 
to such Share.

XI. Merger or Consolidation

In the event the Company is merged or consolidated with another 
corporation and the Company is not the surviving corporation, the 
surviving corporation may agree to exchange options and SARs issued 
under this Plan for options and SARs (with the same aggregate option 
price) to acquire and participate in that number of shares in the surviving 
corporation that have a fair market value equal to the fair market value 
(determined on the date of such merger or consolidation) of Shares that the 
grantee is entitled to acquire and participate in under this Plan on the date 
of such merger or consolidation.  In the event of a Change of Control, 
options, Restricted Stock and SARs shall become immediately and fully 
exercisable.

XII. Changes in Capital and Corporate Structure

The aggregate number of Shares and interests awarded and which 
may be awarded under the Plan shall be adjusted to reflect a change in the 
outstanding  Shares of the Company by reason of a recapitalization, 
reclassification, reorganization, stock split, reverse stock split, 
combination of shares, stock dividend or similar transaction.  The 
adjustment shall be made in an equitable manner which will cause the 
awards to remain unchanged as a result of the applicable transaction. 

XIII. Service

An individual shall be considered to be in the service of the 
Company or a Related Corporation as long as he or she remains a director, 
employee, consultant or advisor of the Company or such Related 
Corporation.  Nothing herein shall confer on any individual the right to 
continued service with the Company or a Related Corporation or affect the 
right of the Company or such Related Corporation to terminate such 
service.

XIV. Withholding of Tax

To the extent the award, issuance or exercise of Shares or SARs 
results in the receipt of compensation by a director, employee, consultant 
or advisor, the Company is authorized to withhold a portion of such Shares 
receivable or any cash compensation then or thereafter payable to such 
person to pay any tax required to be withheld by reason of the receipt of 
the compensation.  Alternatively, the director, employee, consultant or 
advisor may tender Shares with a value equal to, or a personal check in the 
amount of, the tax required to be withheld.

XV. Delivery and Registration of Stock

The Company's obligation to deliver Shares with respect to an 
award shall, if the Board so requests, be conditioned upon the receipt of a 
representation as to the investment intention of the individual to whom 
such Shares are to be delivered, in such form as the Board shall determine 
to be necessary or advisable to comply with the provisions of the `33 Act 
or any other federal, state or local securities legislation or regulation.  It 
may be provided that any representation requirement shall become 
inoperative upon a registration of the Shares or other action eliminating 
the necessity of such representation under securities legislation.  The 
Company shall not be required to deliver any Shares under the Plan prior 
to (i) the admission of such Shares to listing on any stock exchange on 
which Shares may then be listed, and (ii) the completion of such 
registration or other qualification of such Shares under any state or federal 
law, rule or regulation, as the Board shall determine to be necessary or 
advisable.  The Plan is intended to comply with Rule 16b-3, if applicable.  
Any provision of the Plan which is inconsistent with said rule should to 
the extent of such inconsistency, be inoperative and shall not affect the 
validity of the remaining provisions of the Plan.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 40888}]
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As filed with the Securities and Exchange Commission on December 4, 
1998 	Registration No. 33-_______
____________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
__________________
MNB BANCSHARES, INC.
(Exact name of Registrant as specified in its charter)
Delaware    		  48-1120026
(State or other jurisdiction of incorporation or
organization)
(I.R.S. Employer
Identification No.)
__________________
800 Poyntz Avenue
Manhattan, Kansas  66502-0031
(Address of principal executive offices)
__________________
MNB BANCSHARES, INC.
1998 STOCK INCENTIVE PLAN
(Full title of the plan)
__________________
Patrick L. Alexander
President and Chief Executive Officer
MNB Bancshares, Inc.
800 Poyntz Avenue
Manhattan, Kansas  66502-0031
(Name and address of agent for service)
(913) 565-2000
(Telephone number, including area code, of agent for service)

With copies to:

John E. Freechack, Esq.
Douglas J. Tucker, Esq.
Barack Ferrazzano Kirschbaum Perlman & Nagelberg
333 West Wacker Drive, Suite 2700
Chicago, Illinois  60606
(312) 984-3100

CALCULATION OF REGISTRATION FEE

Title of Securities
to be Registered

Amount to be
Registered(1)

Proposed Maximum
Offering Price
per Share(2)

Proposed Maximum
Aggregate
Offering Price(1)(2)

Amount of
Registration Fee(2)

Common Stock, Par Value $0.01 per share
100,000
$13.50
$1,350.00
$375.30

(1)	Pursuant to Rule 416(a) under the Securities Act of 1933, as 
amended (the "Securities Act"), this Registration Statement also registers 
such indeterminate number of additional shares as may be issuable under 
the MNB Bancshares, Inc. 1998 Stock Incentive Plan (the "Plan") in 
connection with share splits, share dividends or similar transactions.

(2)	Estimated pursuant to Rule 457(h) under the Act, solely for the 
purpose of calculating the registration fee, based upon the average of the 
high and low prices for the Registrant's Common Stock as reported on the 
Nasdaq National Market on the most recent day a trade occurred.
                                                                                
		
PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The document(s) containing the information specified in Part I of Form S-
8 will be sent or given to participants in the MNB Bancshares, Inc. 1998 
Stock Incentive Plan (the "Plan") as specified by Rule 428(b)(1) 
promulgated by the Securities and Exchange Commission (the 
"Commission") under the Securities Act.

Such document(s) are not being filed with the Commission, but constitute 
(along with the documents incorporated by reference into the Registration 
Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the 
requirements of Section 10(a) of the Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.	Incorporation of Certain Documents by Reference.

The following documents previously or concurrently filed by MNB 
Bancshares, Inc. (the "Company") with the Commission are hereby 
incorporated by reference into this Registration Statement:

(a)	The Company's Annual Report on Form 10-K (the "Annual 
Report") filed by the Company (SEC File No. 0-21878) under the 
Securities Exchange Act of 1934, as amended (the "Exchange Act"), with 
the Commission on March 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 Annual 
Report referred to in (a) above.

(c)	The description of the Company's Common Stock set forth on 
Form 8-A filed by the Company with the Commission.

All documents subsequently filed by the Company with the Commission 
pursuant to Sections 13(a), 13(c), 14, or 15(d) of 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 
then remaining unsold, shall be deemed incorporated by reference into this 
Registration Statement and to be a part thereof from the date of the filing 
of such documents.  Any statement contained in the documents 
incorporated, or deemed to be incorporated, by reference herein or therein 
shall be deemed to be modified or superseded for purposes of this 
Registration Statement and the prospectus which is a part hereof (the 
"Prospectus") to the extent that a statement contained herein or therein or 
in any other subsequently filed document which also is, or is deemed to 
be, incorporated by reference herein or therein modifies or supersedes such 
statement.  Any such statement so modified or superseded shall not be 
deemed, except as so modified or superseded, to constitute a part of this 
Registration Statement and the Prospectus.

Item 4.	Description of Securities.
Not applicable.  See Item 3(c) above.

Item 5.	Interests of Named Experts and Counsel.
Not applicable.

Item 6.	Indemnification of Directors and Officers.

Under its Certificate of Incorporation, as amended, the Registrant shall, to 
the full extent permitted by the General Corporation Law of the State of 
Delaware, indemnify each person who is or was a director or officer of the 
Registrant against any liability, cost or expense incurred by him in his 
capacity as a director or officer or arising out of his status as a director or 
officer.

In addition, the Delaware Law permits a corporation to purchase and 
maintain, on behalf of its directors and officers, insurance against liability 
incurred in their capacities as such, regardless of whether the corporation 
would have the power to indemnify against such liability under the 
Delaware law.  The Registrant currently maintains such directors' and 
officers' liability insurance.

Item 7.	Exemption from Registration Claimed.

Not Applicable.

Item 8.	Exhibits.

See the Exhibit Index following the signature page in this Registration 
Statement, which Exhibit Index is incorporated herein by reference.

Item 9.	Undertakings.

(a)	The undersigned Registrant hereby undertakes:

(1)	To file, during any period in which offers or sales are being made, 
a post-effective amendment to the Registration Statement to include: (i) 
any prospectus required by Section 10(a)(3) of the Securities Act; (ii) to 
reflect in the prospectus any facts or events arising after the effective date 
of the Registration Statement which, individually or in the aggregate, 
represent a fundamental change in the information set forth in the 
Registration Statement; and (iii) 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 provisions (i) and (ii) of this 
undertaking are inapplicable if the information to be filed thereunder is 
contained in periodic reports filed by the Company pursuant to Sections 13 
or 15(d) of the Exchange Act and incorporated by reference into 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.

(b)	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.

(c)	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 provision, or otherwise, 
the registrant has been advised that in the opinion of the 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 of expenses incurred or paid by a director, officer 
or controlling person 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 Securities 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 Manhattan, Kansas on October 
21, 1998.

						MNB BANCSHARES, INC.

						By:/s/Patrick L. Alexander	
			
							Patrick L. Alexander
							President and Chief Executive Officer

						
 					By:/s/Susan E. Roepke                                               

						 Susan E. Roepke
       Vice President, Secretary, Treasurer
       and Chief Financial Officer		
	

POWER OF ATTORNEY

Know all men by these presents, that each person whose signature 
appears below constitutes and appoints Patrick L. Alexander and Susan E. 
Roepke, and each of them, his true and lawful attorney-in-fact and agent, 
each with full power of substitution and re-substitution, 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 attorney-in-fact and agent full power and 
authority to do and perform each and every act and thing requisite and 
necessary to be done in and about the premises, as fully to all intents and 
purposes as they might or could do in person, hereby ratifying and 
confirming all that said attorney-in-fact and agent, or any of them, or his 
substitute or 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 each of the following persons 
in the capacities indicated on the dates indicated below on October 21, 
1998.  

Signature

            Title
/s/ Patrick L. Alexander		
Patrick L. Alexander
President, Chief Executive Officer and Director
/s/ Susan E. Roepke			
Susan E. Roepke
Vice President, Secretary, Treasurer, Chief Financial 
Officer and Director 
/s/ Brent A. Bowman		
Brent A. Bowman
Chairman of the Board
/s/ Joseph L. Downey		
Joseph L. Downey
Director
/s/ Charles D. Green
Charles D. Green
Director
/s/ Vernon C. Larson		
Vernon C. Larson
Director
/s/ Jerry R. Pettle			
Jerry R. Pettle
Director
/s/ Donald J. Wissman		
Donald J. Wissman
Director

MNB BANCSHARES, INC.
EXHIBIT INDEX
TO
FORM S-8 REGISTRATION STATEMENT
Exhibit No.     Description   Incorporated        Filed          Sequential 
                              Herein by           Herewith       Page No.
                              Reference To    
                                               
4.1       Certificate of      Exhibit 3.1 of
          Incorporation of    the Form S-1
          MNB Bancshares,     Registration
          Inc.                Statement, as amended,
                              filed with the
                              Commission on
                              September 3, 1992
                              (Registration No.
                              33-51710)

4.2      Certificate of                              X             --
         Amendment of the
         Certificate of
         Incorporation of
         MNB Bancshares, Inc.

4.3      Bylaws of MNB        Exhibit 3.2 of the
         Bancshares, Inc.     Form s-1 Registration
                              Statement, as amended,
                              filed with the Commission
                              on September 3, 1992
                             (Registration No. 33-51710)

5.1      Opinion of Barack                          X             --
         Ferrazzano Kirschbaum
         Perlman & Nagelberg

23.1     Consent of KPMG Peat                       X             --
         Marwick LLP

24.1     Power of Attorney                       Included on
                                                 Signature Page
                                                 to this Registration
                                                 Statement

99.1     MNB Bancshares, Inc.                       X            --
         1998 Stock Incentive Plan
CERTIFICATE OF AMENDMENT OF THE
CERTIFICATE OF INCORPORATION
OF
MNB BANCSHARES, INC.

MNB Bancshares, Inc. (hereinafter called the
"Corporation"), a corporation organized and 
existing under and by virtue of the General
Corporation Law of the State of Delaware, 
does hereby certify that:

1. The name of the Corporation is: MNB Bancshares, Inc.
2. The first sentence of Articles Fourth of the Certificate
of Incorporation of the Corporation is hereby amended to 
read in its entirety as follows:

ARTICLE FOURTH:  The total number of shares of stock
which this corporation shall have authority to issue
is three million (3,000,000) shares of common stock,
par value $.01 per share, and two hundred thousand 
(200,000) shares of serial preferred stock, par value
$.01 per share.

3.  The amendment of the Certificate of Incorporation
herein certified has been duly adopted in accordance 
with the provisions of Section 242 of the General 
Corporation Law of the State of Delaware.

Dates as of the 18th day of May, 1998.

MNB BANCSHARES, INC.

By: /s/Patrick L. Alexander
       President and Chief Executive Officer

December 1, 1998

MNB Bancshares, Inc.
800 Poyntz Avenue
Manhattan, Kansas 66502-0031

Ladies and Gentlemen:

We have acted as special counsel to MNB Bancshares, Inc., a 
Delaware corporation (the "Company"), in connection with the proposed 
offering of 100,000 shares of its common stock, $.01 par value ("Common 
Shares"), pursuant to the Company's 1998 Stock Incentive Plan (the 
"Offering") as described in the Form S-8 Registration Statement to be filed 
with the Securities and Exchange Commission (the "SEC") on or about 
December 3, 1998 (the "Registration Statement").  Capitalized terms used, 
but not defined, herein shall have the meanings given such terms in the 
Registration Statement.  You have requested our opinion concerning certain 
matters in connection with the Offering.

We have made such legal and factual investigation as we deemed 
necessary for purposes of this opinion.  In our investigation, we have 
assumed the genuineness of all signatures, the proper execution of all 
documents submitted to us as originals, the conformity to the original 
documents of all documents submitted to us as copies and the authenticity of 
the originals of such copies.

In arriving at the opinions expressed below, we have reviewed and 
examined the following documents:

a.	the Certificate of Incorporation of the Company filed with 
the Secretary of State of the State of Delaware on August 27, 
1992, as amended, and the Company's Bylaws, as amended;

b.	the Registration Statement, including the prospectus 
constituting a part thereof (the "Prospectus");

c.	Resolutions of the Board of Directors of the Company (the 
"Board") relating to the Offering; and

d.	a form of share certificate representing the Common Shares 
approved by the Board.

We call your attention to the fact that our firm only requires lawyers 
to be qualified to practice law in the State of Illinois and, in rendering the 
foregoing opinions, we express no opinion with respect to any laws relevant 
to this opinion other than the Securities Act of 1933, as amended, and the 
rules and regulations thereunder, the laws and regulations of the State of 
Illinois, the General Corporation Law of the State of Delaware and United 
States federal law.  

Based upon the foregoing, but assuming no responsibility for the 
accuracy or the completeness of the data supplied by the Company and 
subject to the qualifications, assumptions and limitations set forth herein, it 
is our opinion that:

1.	The Company has been duly organized and is validly 
existing in good standing under the laws of the State of Delaware and has 
due corporate authority to carry on its business as it is presently conducted.

2.	The Company is authorized to issue up to 3,000,000 
Common Shares, of which 1,364,230 Common Shares have been issued and 
are presently outstanding prior to the Offering.

3.	When the Registration Statement shall have been declared 
effective by order of the SEC and the Common Shares to be sold thereunder 
shall have been issued and sold upon the terms and conditions set forth in 
the Registration Statement, then such Common Shares will be legally 
issued, fully paid and non-assessable.

We express no opinion with respect to any specific legal issues other 
than those explicitly addressed herein.  We assume no obligation to advise 
you of any change in the foregoing subsequent to the date of this opinion 
(even though the change may affect the legal conclusion stated in this 
opinion letter).

We hereby consent (i) to be named in the Registration Statement, 
and in the Prospectus, as attorneys who will pass upon the legality of the 
Common Shares to be sold thereunder and (ii) to the filing of this opinion as 
an Exhibit to the Registration Statement.

Very truly yours,

Barack Ferrazzano 
Kirschbaum Perlman 
& Nagelberg
							

The Board of Directors
MNB Bancshares, Inc.

We consent to the incorporation by reference in the
registration statement of Form S-8 of MNB Bancshares, 
Inc. of our report, dated January 30, 1998, relating
to the consolidated balance sheets of MNB Bancshares,
Inc. and subsidiaries as of December 31, 1997 and 1996
and the related consolidated statements of earnings,
stockholders' equity and cash flows for each of the 
years in the three-year period ended December 31, 1997,
which report appears in the December 31, 1997 annual
report on Form 10-K of MNB Bancshares, Inc.

Kansas City, Missouri
December 2, 1998

MNB BANCSHARES, INC.
1998 STOCK INCENTIVE PLAN

I. Purpose of the Plan

The  MNB BANCSHARES, INC., 1998 STOCK INCENTIVE 
PLAN (hereinafter referred to as the "Plan") is intended to provide a 
means whereby directors, employees, consultants and advisors of MNB 
BANCSHARES, INC., and its Related Corporations may sustain a sense 
of proprietorship and personal involvement in the continued development 
and financial success of the Company, and to encourage them to remain 
with and devote their best efforts to the business of the Company, thereby 
advancing the interests of the Company and its shareholders.  
Accordingly, the Company may permit certain directors, employees, 
consultants and advisors to acquire Shares or otherwise participate in the 
financial success of the Company, on the terms and conditions established 
herein. 

II. Definitions

The following terms shall be defined as set forth below:

A. Board.  Shall mean the Board of Directors of the Company.

B. Cause.  Shall mean the commitment of fraud, the 
misappropriation of or intentional material damage to the property or 
business of the Company, the substantial failure to fulfill the duties and 
responsibilities of a regular position and/or comply with Company 
policies, rules or regulations, or the conviction of a felony.

C. Change of Control.  Shall mean:

1. the consummation of the acquisition by any person 
(as such term is defined in Section 13(d) or 14(d) of 
the `34 Act) of beneficial ownership (within the 
meaning of Rule 13d-3 promulgated under the `34 
Act) of fifty percent (50%) or more of the combined 
voting power of the then outstanding voting 
securities of the Company other than through the 
receipt of Shares pursuant to the Plan; or

2. the individuals who, as of the date hereof, are 
members of the Board cease for any reason to 
constitute a majority of the Board, unless the 
election, or nomination for election by the 
stockholders of the Company, of any new director 
was approved by a vote of a majority of the Board, 
and such new director shall, for purposes of this 
Agreement, be considered as a member of the 
Board; or

3. approval by stockholders of the Company of:  (1) a 
merger or consolidation if the stockholders, 
immediately before such merger or consolidation, 
do not, as a result of such merger or consolidation, 
own, directly or indirectly, more than fifty percent 
(50%) of the combined voting power of the then 
outstanding voting securities of the entity resulting 
from such merger or consolidation in substantially 
the same proportion as their ownership of the 
combined voting power of the voting securities of 
the Company outstanding immediately before such 
merger or consolidation; or (2) a complete 
liquidation or dissolution or an agreement for the 
sale or other disposition of all or substantially all of 
the assets of the Company.

Notwithstanding the foregoing, a Change in Control shall not be 
deemed to occur solely because fifty percent (50%) or more of the 
combined voting power of the then outstanding securities of the Company 
are acquired by:  (1) a trustee or other fiduciary holding securities under 
one or more employee benefit plans maintained for employees of the 
Company; or (2) any corporation which, immediately prior to such 
acquisition, is owned directly or indirectly by the stockholders of the 
Company in the same proportion as their ownership of stock of the 
Company immediately prior to such acquisition.

D. Code.  Shall mean the Internal Revenue Code of 1986, and 
any amendments thereto.

E. Committee.  Shall mean a committee appointed by the 
Board in accordance with Section 3 hereof.

F. Company.  Shall mean MNB Bancshares, Inc. 

G. Compete.  Shall mean within a period of one (1) year after 
the termination of service, the direct or indirect competition with the 
business of the Company and its Related Corporations, including, but not 
by way of limitation, the direct or indirect owning, managing, operating, 
controlling, financing or serving as an officer, employee, director or 
consultant to, or by soliciting or inducing, or attempting to solicit or 
induce, any employee or agent of the Company or a Related Corporation 
to terminate employment and become employed by any person, firm, 
partnership, corporation, trust or other entity which owns or operates, a 
business similar to that of the Company and its Related Corporations, 
within the counties in which the Company and its Related Corporations is 
operating, except with the express prior written consent of the Company.

H. Disability.  Shall mean a physical or mental disability 
(within the meaning of Section 22(e)(3) of the Code) which impairs the 
individual's ability to substantially perform his or her current duties for a 
period of at least twelve (12) consecutive months, as determined by the 
Committee.

I. ERISA.  Shall mean the Employee Retirement Income 
Security Act of 1974, and any amendment thereto.

J. Incentive Stock Option.  Shall mean an award under the 
Plan that satisfies the general requirements of Code Section 422, namely:  
(i) grantees must be employees; (ii) the exercise price may not be less than 
the fair market value of the underlying Shares at the date of grant; (iii) no 
more than $100,000 worth of Shares may become exercisable in any year; 
(iv) the maximum duration of an award may be ten (10) years; (v) awards 
must be exercised within three (3) months after termination of 
employment, except in the event of Disability or death; and (vi) Shares 
received upon exercise must be retained for the greater of two (2) years 
from the date of grant or one (1) year from the date of exercise.

K. Nonqualified Options.  Shall mean an option award under 
the Plan that is not an Incentive Stock Option.

L. Related Corporation.  Shall mean Security National Bank 
and any corporation which would be a parent or subsidiary corporation 
with respect to the Company as defined in Section 424(e) or (f), 
respectively, of the Code.

M. Retirement.  Shall have the same meaning as is provided 
under the MNB Bancshares, Inc. Employee Stock Ownership Plan, and 
shall mean termination of service, other than for Cause, after attainment of 
age sixty (60) for directors, consultants and advisors.

N. Restricted Stock.  Shall mean an award of Shares under the 
Plan that are restricted as to transfer and subject to forfeiture.

O. Rule 16b-3.  Shall mean Rule 16b-3 promulgated under the 
`34 Act, and any amendments thereto.

P. Shares.  Shall mean common stock of the Company.

Q. Stock Appreciation Rights.  Shall mean rights entitling the 
grantee to receive the appreciation in the market value of a stated number 
of Shares.

R. '33 Act.  Shall mean the Securities Act of 1933, and any 
amendments thereto.

S. '34 Act.  Shall mean the Securities Exchange Act of 1934, 
and any amendments thereto.

III. Administration of the Plan

The Plan shall be administered by the Board, or a Committee 
appointed by the Board.  The Board, or the appointed Committee, shall 
have sole authority to:

A. select the directors, employees, consultants and advisors to 
whom awards shall be granted under the Plan;

B. establish the amount and conditions of each such award;

C. prescribe any legend to be affixed to certificates 
representing such awards;

D. interpret the Plan; and 

E. adopt such rules, regulations, forms and agreements, not 
inconsistent with the provisions of the Plan, as it may deem 
advisable to carry out the Plan.

All decisions made by the Board, or the Committee, in administering the 
Plan shall be final.

IV. Shares Subject to the Plan

The aggregate number of Shares that may be obtained by directors, 
employees, consultants and advisors under the Plan shall be 100,000 
Shares.  Any Shares that remain unissued at the termination of the Plan 
shall cease to be subject to the Plan, but until termination of the Plan, the 
Company shall at all times make available sufficient Shares to meet the 
requirements of the Plan.  

V. Stock Options

A. Type of Options.  The Company may issue options that 
constitute Incentive Stock Options to employees and Nonqualified Options 
to directors, employees, consultants and advisors under the Plan.  The 
grant of each option shall be confirmed by a stock option agreement that 
shall be executed by the Company and the optionee as soon as practicable 
after such grant.  The stock option agreement shall expressly state or 
incorporate by reference the provisions of the Plan and state whether the 
option is an Incentive Option or a Nonqualified Option.

B. Terms of Options.  Except as provided in Subparagraphs 
(c) and (d) below, each option granted under the Plan shall be subject to 
the terms and conditions set forth by the Board in the stock option 
agreement including, but not limited to, option price and option term.

C. Additional Terms Applicable to All Options.  Each option 
shall be subject to the following terms and conditions:

1. Written Notice.  An option may be exercised only 
by giving written notice to the Company specifying 
the number of Shares to be purchased.

2. Method of Exercise.  The aggregate option price 
may be paid in any one or a combination of cash, 
personal check, Shares already owned or Plan 
awards which the optionee has an immediate right 
to exercise, as provided by the Board.

3. Term of Option.  An option shall be exercisable as 
provided under the Plan or by the Board.

4. Disability or Death of Optionee.  If an optionee 
terminates service due to Retirement, Disability or 
death prior to exercise in full of any options, he or 
she or his or her beneficiary, executor, administrator 
or personal representative shall have the right to 
exercise the options within a period of twelve (12) 
months after the date of such termination to the 
extent that the right was exercisable at the date of 
such termination as provided in the stock option 
agreement, or as may otherwise be provided by the 
Board.

5. Transferability.  No option may be transferred, 
assigned or encumbered by an optionee, except:  
(A) by will or the laws of descent and distribution; 
(B) by gifting for the benefit of descendants for 
estate planning purposes; or (C) pursuant to a 
certified domestic relations order.

D. Additional Terms Applicable to Incentive Options.  Each 
Incentive Option shall be subject to the following terms and conditions:

1. Option Price.  The option price per Share shall be 
100% of the fair market value of a Share on the date 
the option is granted.  Notwithstanding the 
preceding sentence, the option price per Share 
granted to an individual who, at the time such 
option is granted, owns stock possessing more than 
10% of the total combined voting power of all 
classes of stock of the Company (hereinafter 
referred to as a "10% Shareholder") shall not be less 
than 110% of the fair market value of a Share on the 
date the option is granted.

2. Term of Option. No option may be exercised more 
than ten (10) years after the date of grant.  No 
option granted to a 10% Shareholder may be 
exercised more than five (5) years after the date of 
grant.  Notwithstanding any other provisions hereof, 
no option may be exercised more than three (3) 
months after the optionee terminates employment 
with the Company, except in the event of death or 
Disability as provided under Subparagraph (c)(iv) 
above.

3. Annual Exercise Limit.  The aggregate fair market 
value of Shares which first become exercisable 
during any calendar year shall not exceed $100,000.  
For purposes of the preceding sentence, the fair 
market value of each Share shall be determined on 
the date the option with respect to such Share is 
granted.

4. Transferability.  No option may be transferred, 
assigned or encumbered by an optionee, except by 
will or the laws of descent and distribution, and 
during the optionee's lifetime an option may only 
be exercised by him or her.

VI. Restricted Stock Awards

A. Grants.  Restricted Stock Awards ("RSAs") under the Plan 
shall be evidenced by restricted  stock agreements in such form and 
consistent with the Plan as the Board shall approve from time to time.

B. Restriction Period.  RSAs awarded under the Plan shall be 
subject to such terms, conditions, and restrictions, including without 
limitation:  prohibitions against transfer; substantial risks of forfeiture; 
attainment of performance objectives; repurchase by the Company or right 
of first refusal for such period or periods as shall be determined by the 
Board at the time of grant.  The Board shall have the power to permit, in 
its discretion, an acceleration of the expiration of the applicable restriction 
period with respect to any part or all of the RSAs awarded to a grantee.

C. Restrictions Upon Transfer.  RSAs awarded, and the right 
to vote underlying Shares and to receive dividends thereon, may not be 
sold, assigned, transferred, exchanged, pledged, hypothecated, or 
otherwise encumbered during the restriction period applicable to such 
Shares, except: (i) by will or the laws of descent and distribution; (ii) by 
gifting for the benefit of descendants for estate planning purposes; or (iii) 
pursuant to a certified domestic relations order.  Subject to the foregoing, 
and except as otherwise provided in the Plan, the grantee shall have all the 
other rights of a stockholder including, but not limited to, the right to 
receive dividends and the right to vote such Shares.

D. Certificates.  Each certificate issued in respect of RSAs 
awarded to a grantee shall be deposited with the Company, or its designee, 
and shall bear the following legend:

"This certificate and the shares represented hereby are 
subject to the terms and conditions (including forfeiture and 
restrictions against transfer) contained in the MNB 
Bancshares, Inc. 1998 Stock Incentive Plan and an 
Agreement entered into by the registered owner.  Release 
from such terms and conditions shall be obtained only in 
accordance with the provisions of the Plan and Agreement, 
a copy of each of which is on file in the office of the 
Secretary of said Company."

E. Lapse of Restrictions.  The Agreement shall specify the 
terms and conditions upon which any restrictions upon Shares awarded 
under the Plan shall lapse, as determined by the Board.  Upon the lapse of 
such restrictions, Shares, free of the foregoing restrictive legend, shall be 
issued to the grantee or his or her legal representative.

F. Termination Prior to Lapse of Restrictions.  In the event of 
a grantee's termination of service prior to the lapse of restrictions 
applicable to any RSAs awarded to such grantee, all Shares as to which 
there still remain restrictions shall be forfeited by such grantee without 
payment of any consideration to the grantee, and neither the grantee nor 
any successors, heirs, assigns, or personal representatives of such grantee 
shall thereafter have any further rights or interest in such Shares or 
certificates.

VII. Stock Appreciation Rights

A. Grants.  Stock Appreciation Rights ("SARs") may be 
granted separately or in tandem with or by reference to an option granted 
prior to or simultaneously with the grant of such rights, to such eligible 
directors, employees, consultants and advisors as may be selected by the 
Board.

B. Terms of Grant.  SARs may be granted in tandem with or 
with reference to a related option, in which event the grantee may elect to 
exercise either the option or the SAR, but not both, as to the same Share 
subject to the option and the SAR, or the SAR may be granted 
independently of a related option.  SARs shall not be transferable, except: 
(i) by will or the laws of descent and distribution; (ii) by gifting for the 
benefit of descendants for estate planning purposes; or (iii) pursuant to a 
certified domestic relations order.

C. Payment on Exercise.  Upon exercise of a SAR, the grantee 
shall be paid the excess of the then fair market value of the number of 
Shares to which the SAR relates over the fair market value of such number 
of Shares at the date of grant of the SAR or of the related option, as the 
case may be.  Such excess shall be paid in cash or in Shares having a fair 
market value equal to such excess or in such combination thereof as the 
Board shall determine.

VIII. Amendment or Termination of the Plan

The Board may amend, suspend or terminate the Plan or any 
portion thereof at any time, but (except as provided in Section 13 hereof) 
no amendment shall be made without approval of the stockholders of the 
Company which shall: (i) materially increase the aggregate number of 
Shares with respect to which Incentive  Stock Option awards may be made 
under the Plan; or (ii) change the class of persons eligible to receive 
Incentive Stock Option awards under the Plan; provided, however, that no 
amendment, suspension or termination shall impair the rights of any 
individual, without his or her consent, in any award theretofore made 
pursuant to the Plan.

IX. Term of Plan

The Plan shall be effective upon the date of its adoption by the 
Board; provided that, Incentive Options may be granted only if the Plan is 
approved by the shareholders within twelve (12) months before or after the 
date of adoption.  Unless sooner terminated under the provisions of 
Section 9, Shares and SARs shall not be granted under the Plan after the 
expiration of ten (10) years from the effective date of the Plan.  However, 
awards may be exercisable after the end of the term of the Plan.

X. Rights as Shareholder

Upon delivery of any Share to a director, employee, consultant or 
advisor, such person shall have all of the rights of a shareholder of the 
Company with respect to such Share, including the right to vote such 
Share and to receive all dividends or other distributions paid with respect 
to such Share.

XI. Merger or Consolidation

In the event the Company is merged or consolidated with another 
corporation and the Company is not the surviving corporation, the 
surviving corporation may agree to exchange options and SARs issued 
under this Plan for options and SARs (with the same aggregate option 
price) to acquire and participate in that number of shares in the surviving 
corporation that have a fair market value equal to the fair market value 
(determined on the date of such merger or consolidation) of Shares that the 
grantee is entitled to acquire and participate in under this Plan on the date 
of such merger or consolidation.  In the event of a Change of Control, 
options, Restricted Stock and SARs shall become immediately and fully 
exercisable.

XII. Changes in Capital and Corporate Structure

The aggregate number of Shares and interests awarded and which 
may be awarded under the Plan shall be adjusted to reflect a change in the 
outstanding  Shares of the Company by reason of a recapitalization, 
reclassification, reorganization, stock split, reverse stock split, 
combination of shares, stock dividend or similar transaction.  The 
adjustment shall be made in an equitable manner which will cause the 
awards to remain unchanged as a result of the applicable transaction. 

XIII. Service

An individual shall be considered to be in the service of the 
Company or a Related Corporation as long as he or she remains a director, 
employee, consultant or advisor of the Company or such Related 
Corporation.  Nothing herein shall confer on any individual the right to 
continued service with the Company or a Related Corporation or affect the 
right of the Company or such Related Corporation to terminate such 
service.

XIV. Withholding of Tax

To the extent the award, issuance or exercise of Shares or SARs 
results in the receipt of compensation by a director, employee, consultant 
or advisor, the Company is authorized to withhold a portion of such Shares 
receivable or any cash compensation then or thereafter payable to such 
person to pay any tax required to be withheld by reason of the receipt of 
the compensation.  Alternatively, the director, employee, consultant or 
advisor may tender Shares with a value equal to, or a personal check in the 
amount of, the tax required to be withheld.

XV. Delivery and Registration of Stock

The Company's obligation to deliver Shares with respect to an 
award shall, if the Board so requests, be conditioned upon the receipt of a 
representation as to the investment intention of the individual to whom 
such Shares are to be delivered, in such form as the Board shall determine 
to be necessary or advisable to comply with the provisions of the `33 Act 
or any other federal, state or local securities legislation or regulation.  It 
may be provided that any representation requirement shall become 
inoperative upon a registration of the Shares or other action eliminating 
the necessity of such representation under securities legislation.  The 
Company shall not be required to deliver any Shares under the Plan prior 
to (i) the admission of such Shares to listing on any stock exchange on 
which Shares may then be listed, and (ii) the completion of such 
registration or other qualification of such Shares under any state or federal 
law, rule or regulation, as the Board shall determine to be necessary or 
advisable.  The Plan is intended to comply with Rule 16b-3, if applicable.  
Any provision of the Plan which is inconsistent with said rule should to 
the extent of such inconsistency, be inoperative and shall not affect the 
validity of the remaining provisions of the Plan.