<PAGE>
As filed with the Securities and Exchange Commission on _______, 1996.
                                                    Registration No.

======================================================================

                  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                   6711                      35-1632155
(State or other          (Primary Standard          (I.R.S. Employer
jurisdiction of          Industrial Class-         Identification No.)
incorporation or         ification Code No.) 
organization)



                            227 Main Street
                             P.O. Box 868
                      Evansville, IN  47705-0868
                            (812) 464-9800
               (Address of Principal Executive Offices)



                    NATIONAL CITY BANCSHARES, INC.
                      INCENTIVE STOCK OPTION PLAN
                       (Full title of the Plan)

                            _______________


Mr. Robert A. Keil                        copies of communications to:
President                                 Martin D. Werner, Esq. 
National City Bancshares, Inc.            Werner & Blank Co., L.P.A.
227 Main Street                           7205 W. Central Avenue
Evansville, IN  47708                     Toledo, OH  43617
(812) 464-9800                            (419) 841-8051
      (Name, Address, and Telephone Number of agent for service)
<PAGE>
                    Calculation of Registration Fee

======================================================================
<TABLE>
<CAPTION>

                            Proposed        Proposed
Title of                     Maximum        Maximum
Securities      Amount      Offering       Aggregate      Amount of
  to be         to be         Price         Offering     Registration
Registered    Registered   Per Unit(l)      Price(l)         Fee      
- ----------    ----------   -----------   --------------  ------------
<S>           <C>          <C>           <C>             <C>
Common Stock    609,000       $28.00     $17,052,000.00    $5,880.00

</TABLE>

======================================================================
(1) Estimated solely for the purpose of determining the registration
fee pursuant to Rule 457, based upon the average of the bid and asked
prices for the Common Stock in the over-the-counter market on August
21, 1996.

                             _____________

Approximate date of commencement of proposed sale to the public: 
As soon as practicable after this Registration Statement becomes
effective.

                             _____________

<PAGE>
                                PART 1

         INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
         ----------------------------------------------------

     The information required to be included in the Section 10(a)
prospectus is not required to be included herein.

                                PART II

Item 3.   Incorporation of Documents by Reference

     The following documents are incorporated in this Registration     
  Statement by reference:

     (a)  Annual Report on Form 10-K for the fiscal year ended
          December 31, 1995, filed pursuant to Section 13 of the
          Exchange Act: (File No. 0-13585);

     (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 on Form 10-K referred to in (a) above:
          (File No. 0-13585); and

     (c)  The description of the Corporation's Common Stock contained
          in the Registration Statement filed on Form S-4 (File No.
          333-59959).

     All documents filed by the Corporation pursuant to Sections
(13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and 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 to be incorporated by reference in this Registration
Statement, and to be a part hereof from the date of such filing.

Item 4.   Description of Securities

     Not applicable.

Item 5.   Interest of Named Experts and Counsel

     Not applicable.

Item 6.   Indemnification of Directors and Officers

     Chapter 37 of the Indiana Business Corporation Law provides that
Indiana corporations may indemnify an individual made a party to any
threatened, pending, or completed action, suit or proceeding whether
civil, criminal, administrative or investigative, because the
individual is or was a director, officer, employee or agent of the
corporation, against liability incurred in the proceeding if the
person:  (i) acted in good faith and (ii) the individual believes his
conduct was in the corporation's best interest or was not opposed to
the corporation's best interest.
<PAGE>
     Chapter 37 further provides that a corporation shall indemnify an
individual who was fully successful on the merits or otherwise in any
proceeding to which the director, officer, employee or agent was a
party because the individual was or is a director, officer, employee
or agent of the corporation, for reasonable expenses incurred by the
director in connection with the proceeding.  Chapter 37 also provides
that a corporation may purchase and maintain insurance on behalf of
the individual who is or was a director, officer, employee or agent of
the corporation or who, while a director, officer, employee or agent
of the corporation is or was serving at the request of the corporation
as a director, officer, partner, trustee, employer or agent of another
foreign or domestic corporation, partnership, joint venture, trust,
employee benefit plan or other enterprises, against liability asserted
against or incurred by the individual in that capacity or arising from
the individual status as a director, officer, employee, or agent.

     Registrant maintains a directors' and officers' liability
insurance policy, including corporation reimbursement, for the purpose
of providing indemnification to its directors and officers in the
event of such a threatened, pending or completed action.

Item 7.   Exemption from Registration Claimed

     Not applicable.

Item 8.   Exhibits

  4.1   National City Bancshares, Inc. Incentive Stock Option Plan     
        dated October 18, 1995
     
  5     Legal Opinion
     
  23    Consent of McGladrey & Pullen LLP Certified Public Accountants
     
  24    Power of Attorney

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 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;
<PAGE>
              (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 Paragraph (a)(l)(i) and
                    (a)(l)(ii) shall not apply if the information
                    required to be included in a post-effective
                    amendment by those paragraphs is contained in
                    periodic reports filed by the registrant pursuant
                    to Section 13 or Section 15(d) of the 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 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 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 herein, and the offering of such
          securities at that time shall be deemed to be the initial
          bona fide offering thereof.

     (h)  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 provisions described in Item 6, 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 proceedings)
          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 this 23rd day of August, 1996.

                                   National City Bancshares, Inc.

                                   By: /s/ Robert A. Keil              
                                       ---------------------------
                                   Robert A. Keil, President


     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons
in the capacities indicated on the 23rd day of August, 1996.

     Signature                Title
     ---------                -----

/s/ John D. Lippert      
- -------------------
John D. Lippert               Chairman of the Board, Chief Executive
                              Officer and Director (Principal
                              Executive Officer)


/s/ Robert A. Keil
- ------------------
Robert A. Keil                President and Director 
                              (Chief Financial Officer)

/s/ Harold A. Mann
- ------------------
Harold A. Mann                Secretary/Treasurer
                              (Principal Accounting Officer)


Janice L. Beesley*            Director
Michael F. Elliott*           Director
Susanne R. Emge*              Director
Donald G. Harris*             Director
Dr. H. Ray Hoops*             Director
Ronald G. Reherman*           Director
Laurence R. Steenberg*        Director

*By: /s/ John D. Lippert
     -------------------
     John D. Lippert
     Attorney-in-Fact


<PAGE>
THE PLAN
- --------

     Pursuant to the requirements of the Securities Act of 1933, the
National City Bancshares, Inc. Incentive Stock Option Plan has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Evansville and
State of Indiana on this 23rd day of August, 1996.


                              NATIONAL CITY BANCSHARES, INC.
                              INCENTIVE STOCK OPTION PLAN


                         By:  /s/ Laurence R. Steenberg       
                             ---------------------------------
                              Laurence R. Steenberg, Chairman
                              Compensation Committee
<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 14048}]
{"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": "333-10739", "film-number": "96619916"}, "business-address": {"street1": "227 MAIN ST P O BOX 868", "city": "EVANSVILLE", "state": "IN", "zip": "47705-0868", "phone": "8124649800"}, "mail-address": {"street1": "P.O. BOX 868", "city": "EVANSVILLE", "state": "IN", "zip": "47705"}}
As filed with the Securities and Exchange Commission on _______, 1996.
                                                    Registration No.

======================================================================

                  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                   6711                      35-1632155
(State or other          (Primary Standard          (I.R.S. Employer
jurisdiction of          Industrial Class-         Identification No.)
incorporation or         ification Code No.) 
organization)

                            227 Main Street
                             P.O. Box 868
                      Evansville, IN  47705-0868
                            (812) 464-9800
               (Address of Principal Executive Offices)

                    NATIONAL CITY BANCSHARES, INC.
                      INCENTIVE STOCK OPTION PLAN
                       (Full title of the Plan)

                            _______________

Mr. Robert A. Keil                        copies of communications to:
President                                 Martin D. Werner, Esq. 
National City Bancshares, Inc.            Werner & Blank Co., L.P.A.
227 Main Street                           7205 W. Central Avenue
Evansville, IN  47708                     Toledo, OH  43617
(812) 464-9800                            (419) 841-8051
      (Name, Address, and Telephone Number of agent for service)
Calculation of Registration Fee

======================================================================
Proposed        Proposed
Title of                     Maximum        Maximum
Securities      Amount      Offering       Aggregate      Amount of
  to be         to be         Price         Offering     Registration
Registered    Registered   Per Unit(l)      Price(l)         Fee      
- ----------    ----------   -----------   --------------  ------------
Common Stock    609,000       $28.00     $17,052,000.00    $5,880.00
======================================================================
(1) Estimated solely for the purpose of determining the registration
fee pursuant to Rule 457, based upon the average of the bid and asked
prices for the Common Stock in the over-the-counter market on August
21, 1996.

                             _____________

Approximate date of commencement of proposed sale to the public: 
As soon as practicable after this Registration Statement becomes
effective.

                             _____________
PART 1

         INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
         ----------------------------------------------------

     The information required to be included in the Section 10(a)
prospectus is not required to be included herein.

                                PART II

Item 3.   Incorporation of Documents by Reference

     The following documents are incorporated in this Registration     
  Statement by reference:

     (a)  Annual Report on Form 10-K for the fiscal year ended
          December 31, 1995, filed pursuant to Section 13 of the
          Exchange Act: (File No. 0-13585);

     (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 on Form 10-K referred to in (a) above:
          (File No. 0-13585); and

     (c)  The description of the Corporation's Common Stock contained
          in the Registration Statement filed on Form S-4 (File No.
          333-59959).

     All documents filed by the Corporation pursuant to Sections
(13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and 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 to be incorporated by reference in this Registration
Statement, and to be a part hereof from the date of such filing.

Item 4.   Description of Securities

     Not applicable.

Item 5.   Interest of Named Experts and Counsel

     Not applicable.

Item 6.   Indemnification of Directors and Officers

     Chapter 37 of the Indiana Business Corporation Law provides that
Indiana corporations may indemnify an individual made a party to any
threatened, pending, or completed action, suit or proceeding whether
civil, criminal, administrative or investigative, because the
individual is or was a director, officer, employee or agent of the
corporation, against liability incurred in the proceeding if the
person:  (i) acted in good faith and (ii) the individual believes his
conduct was in the corporation's best interest or was not opposed to
the corporation's best interest.
Chapter 37 further provides that a corporation shall indemnify an
individual who was fully successful on the merits or otherwise in any
proceeding to which the director, officer, employee or agent was a
party because the individual was or is a director, officer, employee
or agent of the corporation, for reasonable expenses incurred by the
director in connection with the proceeding.  Chapter 37 also provides
that a corporation may purchase and maintain insurance on behalf of
the individual who is or was a director, officer, employee or agent of
the corporation or who, while a director, officer, employee or agent
of the corporation is or was serving at the request of the corporation
as a director, officer, partner, trustee, employer or agent of another
foreign or domestic corporation, partnership, joint venture, trust,
employee benefit plan or other enterprises, against liability asserted
against or incurred by the individual in that capacity or arising from
the individual status as a director, officer, employee, or agent.

     Registrant maintains a directors' and officers' liability
insurance policy, including corporation reimbursement, for the purpose
of providing indemnification to its directors and officers in the
event of such a threatened, pending or completed action.

Item 7.   Exemption from Registration Claimed

     Not applicable.

Item 8.   Exhibits

  4.1   National City Bancshares, Inc. Incentive Stock Option Plan     
        dated October 18, 1995
     
  5     Legal Opinion
     
  23    Consent of McGladrey & Pullen LLP Certified Public Accountants
     
  24    Power of Attorney

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 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 Paragraph (a)(l)(i) and
                    (a)(l)(ii) shall not apply if the information
                    required to be included in a post-effective
                    amendment by those paragraphs is contained in
                    periodic reports filed by the registrant pursuant
                    to Section 13 or Section 15(d) of the 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 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 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 herein, and the offering of such
          securities at that time shall be deemed to be the initial
          bona fide offering thereof.

     (h)  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 provisions described in Item 6, 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 proceedings)
          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 this 23rd day of August, 1996.

                                   National City Bancshares, Inc.

                                   By: /s/ Robert A. Keil              
                                       ---------------------------
                                   Robert A. Keil, President

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons
in the capacities indicated on the 23rd day of August, 1996.

     Signature                Title
     ---------                -----

/s/ John D. Lippert      
- -------------------
John D. Lippert               Chairman of the Board, Chief Executive
                              Officer and Director (Principal
                              Executive Officer)

/s/ Robert A. Keil
- ------------------
Robert A. Keil                President and Director 
                              (Chief Financial Officer)

/s/ Harold A. Mann
- ------------------
Harold A. Mann                Secretary/Treasurer
                              (Principal Accounting Officer)

Janice L. Beesley*            Director
Michael F. Elliott*           Director
Susanne R. Emge*              Director
Donald G. Harris*             Director
Dr. H. Ray Hoops*             Director
Ronald G. Reherman*           Director
Laurence R. Steenberg*        Director

*By: /s/ John D. Lippert
     -------------------
     John D. Lippert
     Attorney-in-Fact
THE PLAN
- --------

     Pursuant to the requirements of the Securities Act of 1933, the
National City Bancshares, Inc. Incentive Stock Option Plan has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Evansville and
State of Indiana on this 23rd day of August, 1996.

                              NATIONAL CITY BANCSHARES, INC.
                              INCENTIVE STOCK OPTION PLAN

                         By:  /s/ Laurence R. Steenberg       
                             ---------------------------------
                              Laurence R. Steenberg, Chairman
                              Compensation Committee