UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2009 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 0-14773 NATIONAL BANCSHARES CORPORATION exact name of registrant as specified in its charter Ohio			34-1518564 State of incorporation	IRS Employer Identification No. 112 West Market Street, Orrville, Ohio 44667 Address of principal executive offices Registrant`s telephone number: (330) 682-1010 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. 	Yes __X__	No _____ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.) 	Yes __X___	No _____ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company as defined in Rule 12b-2 of the Exchange Act. See definition of `large accelerated filer`, `accelerated filer` and `smaller reporting company` in rule 12b-2 of the Exchange Act. Large accelerated filer [ ]	 Accelerated filer [ ] Non-accelerated filer [ ]	 Smaller reporting company [X] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) 	Yes_____ 	No __X___ Indicate the number of shares outstanding of each of the issuer`s classes of common stock, as of May 15, 2009. Common Stock, Without Par Value: 2,202,368 Shares Outstanding NATIONAL BANCSHARES CORPORATION Index 									Page 									Number Part I. Financial Information 	Item 1.	Financial Statements (Unaudited) 			Consolidated Balance Sheets			2 			as of March 31, 2009 			and December 31, 2008 			Consolidated Statements of Income		3 			and Comprehensive Income for the 			three months ended 			March 31, 2009 and 2008 			Condensed Consolidated Statement of Changes 	5 			in Shareholders` Equity for the three months 			ended March 31, 2009 and 2008 			Condensed Consolidated Statements of		6 			Cash Flows for the three months ended 			March 31, 2009 and 2008 			Notes to Consolidated Financial			7~11 			Statements (Unaudited) 	Item 2	Management`s Discussion and Analysis		 11~17 		of Financial Condition and 		Results of Operations 	Item 3	Quantitative and Qualitative Disclosures About		17~18 		Market Risk 	Item 4	Controls and Procedures			 18 Part II. Other Information					 19 	Item 1.	Legal Proceedings ~ None 	Item 1A.Risk Factors 	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds 	Item 3.	Defaults Upon Senior Securities ~ None 	Item 4.	Submission of Matters to a Vote of Security Holders 	Item 5.	Other Information ~ None 	Item 6.	Exhibits Signatures					 20 Exhibits						 21~23 Item 1. Financial Statements NATIONAL BANCSHARES CORPORATION CONSOLIDATED BALANCE SHEETS (Unaudited) (dollars in thousands) 			 			March 31,		December 31, 			 		 2009		 2008 ASSETS									 Cash and due from banks				$ 7,646		$ 11,001 Federal funds sold				 3,694	 - 	Total cash and cash equivalents		 11,340	 11,001 Securities available for sale		 127,718	 127,248 Restricted equity securities		 3,217 	 3,217 Loans held for sale		 194		 - Loans, net of allowance for loan losses: March 31, 2009~$1,794; December 31, 2008~$1,718 			 179,515	 179,831 Premises and equipment, net		 6,732	 6,197 Goodwill		 4,723	 4,723 Identified intangible assets		 365	 422 Accrued interest receivable 		 1,367	 1,230 Cash surrender value of life insurance		 2,698	 2,677 Other assets		 1,661	 1,456 	Total assets	 $339,530	 $338,002 LIABILITIES AND SHAREHOLDERS` EQUITY Deposits 	Noninterest bearing			 $ 43,085	 $ 46,159 	Interest bearing		 221,975		 217,483 		Total deposits		 265,060		 263,642 Repurchase agreements		 8,122		 10,469 Federal funds purchased		 	-	 1,830 Federal Reserve note account		 288		 986 Federal Home Loan Bank advances		 25,000		 21,000 Accrued interest payable		 595		 690 Accrued expenses and other liabilities		 2,699 	 2,504 	Total liabilities		 301,764		 301,121 SHAREHOLDERS` EQUITY 	Common stock, 	no par value; 6,000,000 shares authorized; 2,289,528 shares issued 	 					 11,447		 11,447 	Additional paid-in capital		 4,730		 4,718 	Retained earnings		 21,369		 20,972 	Treasury stock, at cost (87,160 shares)	 (1,709)		 (1,709) 	Accumulated other comprehensive income	 1,929		 1,453 		Total shareholders` equity	 37,766		 36,881 		 Total liabilities and shareholders` equity	 $339,530	 $338,002 See accompanying notes to consolidated financial statements. NATIONAL BANCSHARES CORPORATION CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (Unaudited) (dollars in thousands, except per share data) 	 	 			 Three months ended 							 March 31,	 March 31, 							 2009	 2008 Interest and dividend income				 		 	Loans, including fees				 $2,582	 $3,167 	Securities: 		Taxable				 1,464 934 		Nontaxable				 162	 151 	Federal funds sold and other			 - 	 18 	 	Total interest and dividend income	 4,208	 4,270 Interest expense 	Deposits				 937	 1,246 	Short-term borrowings				 14	 57 	Federal Home Loan Bank advances			 264 223 		Total interest expense			 1,215 	 1,526 Net interest income					 2,993	 2,744 Provision for loan losses				 123	 187 Net interest income after provision for loan losses	 2,870	 2,557 Noninterest income 	Checking account fees				 247	 296 	Visa check card interchange fees		 78	 77 	Deposit and miscellaneous service fees		 22	 51 	Mortgage banking activities			 20	 14 	Securities gains (losses), net			 152	 17 	Other						 126	 137 		Total noninterest income		 645 	 592 Noninterest expense 	Salaries and employee benefits			 1,334	 1,240 	Data processing					 216	 250 	Net occupancy					 265	 219 	FDIC assessment					 117	 7 	Professional and consulting fees		 110	 92 	Franchise tax					 84	 84 	Maintenance and repairs				 63	 73 	Amortization of intangibles			 57	 58 	Telephone					 47	 58 	Marketing					 48	 22 	Director fees and pension			 53	 59 	Other						 341	 327 		Total noninterest expense		 2,735	 2,489 Income before income tax expense			 780	 660 Income tax expense					 207	 169 Net income						 $ 573	 $ 491 NATIONAL BANCSHARES CORPORATION CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (Unaudited) (Continued)	 	 Three months ended 							 March 31,	 March 31, 							 2009	 2008 							 Other comprehensive income: 	Unrealized appreciation (depreciation) in fair 	 value of securities available for sale, 	 net of taxes of $297 and $370		 $ 576 	 $ 719 	Reclassification adjustment for realized (gains) 	 losses included in earnings, net of taxes of 	 $52 and $6		 		 (100) 	 (11) Total other comprehensive income, net of taxes	 	 476 708 Comprehensive income					 $ 1,049 $ 1,199 Weighted average basic and diluted common shares outstanding				 2,202,368 2,205,787 Basic and diluted earnings per common share	 	$ 0.26 $ 0.22 Dividends declared per common share		 	$ 0.08 $ 0.16 See accompanying notes to consolidated financial statements. NATIONAL BANCSHARES CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS` EQUITY (Unaudited) 							Three months ended, 			 			March 31,		 March 31, 		 2009		 2008 								 Balance at beginning of period			$ 36,881	 $ 34,991 Comprehensive income 	Net income			 573 		 491 	Other comprehensive (loss)	 476		 708 Total comprehensive income 			 1,049		 1,199 Stock-based compensation			 12 - Purchase of 5,017 shares of common stock	 -		 (86) Cash dividends declared ($0.48 per share in 2008 	and 2007)		 (176)		 (348) Balance at end of period	 $ 37,766	 $ 35,756 See accompanying notes to consolidated financial statements. NATIONAL BANCSHARES CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) 								 Three months ended 			 					March 31,	March 31, 		 2009		 2008 										 Net cash from operating activities				$ 273		$ 406 Cash flows from investing activities 	Securities available for sale 		Proceeds from maturities and repayments		 5,747		 13,316 		Proceeds from sales		 3,304		 4,067 		Purchases		 (8,515)	 (19,469) 	Premises and equipment expenditures, net		 (669)	 (96) 	Purchase of loans					 (1,151)	 - 	Net change in loans		 1,159 	 1,316 Net cash from investing activities		 (125) 	 (866) Cash flows from financing activities 	Net change in deposits		 1,418 	 (3,012) 	Net change in short-term borrowings		 (4,875)	 3,206 	Proceeds from Federal Home Loan Bank advances		 4,000		 1,000 	Dividends paid		 (352)	 (353) 	Purchase of common stock		 -	 (86) Net cash from financing activities		 191 	 755 Net change in cash and cash equivalents		 339	 295 Beginning cash and cash equivalents		 11,001		 12,285 Ending cash and cash equivalents	 $ 11,340 $ 12,580 Supplemental Disclosures 	Cash paid for interest	 $ 1,310	 $ 1,567 	Cash paid for income taxes	 $ -	 $ 150 	Non-cash transfer from loans to other real estate 	owned						 $ -	 $ - See accompanying notes to consolidated financial statements. Note 1 ~ Basis of Presentation (dollars in thousands) Company Organization and Financial Presentation The accompanying consolidated financial statements include the accounts of National Bancshares Corporation (the `Company`) and its wholly owned subsidiary, First National Bank, Orrville, Ohio (the `Bank`). The Bank has a minority interest in First Kropf Title, LLC. The Bank`s investment in First Kropf Title, LLC is immaterial to the consolidated financial statements. All significant intercompany transactions and balances have been eliminated. The Company provides a broad range of financial services to individuals and companies in Medina, Stark and Wayne Counties, Ohio. While the Company`s chief decision makers monitor the revenue streams of the various products and services, operations are managed and financial performance is evaluated on a Company-wide basis. Accordingly, all the Company`s banking operations are considered by management to be aggregated in one reportable operating segment. The consolidated balance sheet as of March 31, 2009, the consolidated statements of income and comprehensive income for the three month periods ended March 31, 2009 and 2008, and the condensed consolidated statements of changes in shareholders` equity and the condensed consolidated statements of cash flows for the three month periods ended March 31, 2009 and 2008, have been prepared by the Company without audit. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q, but do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. These statements should be read in conjunction with the consolidated financial statements and footnotes in the Company`s annual report on Form 10-K for the year ended December 31, 2008. Operating results for the three months ended March 31, 2009 are not necessarily indicative of the results that may be expected for the year ending December 31, 2009. Use of Estimates To prepare financial statements in conformity with U.S. generally accepted accounting principles, management makes estimates and assumptions based on available information. These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided, and actual results could differ. The allowance for loan losses, fair values of financial investments and carrying value of intangible assets are particularly subject to change. Adoption of New Accounting Pronouncements Accounting for Business Combinations: On December 4, 2007, the Financial Accounting Standards Board (`FASB`) issued Statement of Financial Accounting Standards (`SFAS`) No. 141(R), `Business Combinations,` with the objective to improve the comparability of information that a company provides in its financial statements related to a business combination. SFAS No. 141(R) establishes principles and requirements for how the acquirer: (i) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree; (ii) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and (iii) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. The statement does not apply to combinations between entities under common control. The adoption of this statement on January 1, 2009, had no impact on the Company`s financial statements and applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. Noncontrolling Interests in Consolidated Financial Statements - In December 2007, the FASB issued Statement No. 160, `Noncontrolling Interests in Consolidated Financial Statements,` which amends Accounting Research Bulletin No. 51 `Consolidated Financial Statements` (`ARB 51`). A noncontrolling interest, also known as a `minority interest`, is the portion of equity in a subsidiary not attributable to a parent. The objective of this statement is to improve upon the consistency of financial information that a company provides in its consolidated financial statements. Consistent with SFAS No. 141(R), SFAS No. 160 is effective for fiscal years beginning on or after December 15, 2008. The adoption of this Statement on January 1, 2009 did not have a material impact on the Company`s consolidated financial statements. Disclosures about Derivative Instruments and Hedging Activities - In March 2008, FASB issued SFAS No. 161 `Disclosures about Derivative Instruments and Hedging Activities` an amendment to SFAS No. 133. This statement requires enhanced disclosures about an entity`s derivative and hedging activities and therefore should improve the transparency of financial reporting. This new accounting standard is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The adoption of this Statement on January 1, 2009, did not have a material impact on the Company`s consolidated financial statements. Recently Issued but not yet Effective Accounting Pronouncements Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly: On April 9, 2009, the FASB issued FASB Staff Position (FSP) FAS 157-4, `Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly.` The FSP provides additional guidance for estimating fair value in accordance with FASB Statement No. 157, `Fair Value Measurements`, when the volume and level of activity for the asset or liability have significantly decreased. The FSP also includes guidance on identifying circumstances that indicate a transaction is not orderly. Further, the FSP emphasizes that even if there has been a significant decrease in the volume and level of activity for the asset or liability and regardless of the valuation technique(s) used, the objective of a fair value measurement remains the same. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions. The FSP amends Statement 157 to require certain additional disclosures in interim and annual periods to discuss the inputs and valuation technique(s) used to measure fair value. This FSP is effective for interim and annual reporting periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009, and shall be applied prospectively. The Company will adopt this new accounting pronouncement in the second quarter of 2009. Management is still evaluating the impact of FSP 157-4. Interim Disclosures about Fair Value of Financial Instruments - On April 9, 2009, the FASB issued FASB FSP No. FAS 107-1 and APB 28-1, `Interim Disclosures about Fair Value of Financial Instruments.` This FSP amends FASB Statement No. 107, `Disclosures about Fair Value of Financial Instruments`, to require disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements. This FSP also amends APB Opinion No. 28, `Interim Financial Reporting`, to require those disclosures in summarized financial information at interim reporting periods. This FSP is effective for interim reporting periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. The Company will adopt this new accounting pronouncement in the second quarter of 2009. Management is still evaluating the impact of FSP FAS 107-1 and APB 28-1. Recognition and Presentation of Other-Than-Temporary Impairments - On April 9, 2009, the FASB issued FSP FAS 115-2 and FAS 124-2, `Recognition and Presentation of Other-Than-Temporary Impairments.` This FSP amends the other-than-temporary impairment guidance in GAAP for debt securities to make the guidance more operational and to improve the presentation and disclosure of other-than-temporary impairments on debt and equity securities in the financial statements. The FSP requires an entity to assess whether it intends to sell, or it is more likely than not that it will be required to sell a security in an unrealized loss position before recovery of its amortized cost basis. If either of these criteria is met, the entire difference between amortized cost and fair value is recognized in earnings. For securities that do not meet this the aforementioned criteria, the amount of impairment recognized in earnings is limited to the amount related to credit losses, while impairment related to other factors is recognized in other comprehensive income. This FSP does not amend existing recognition and measurement guidance related to other-than-temporary impairments of equity securities. The FSP is effective for interim and annual reporting periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. The Company will adopt this new accounting pronouncement in the second quarter of 2009. Management is still evaluating the impact of FSP FAS 115-2 and FAS 124-2. Note 2 ~ Allowance for Loan Losses (dollars in thousands) The activity in the allowance for loan losses for the periods indicated wasas follows: 	 				For the three months ended 	 	 March 31, 						 2009		 2008 								 Beginning balance				$1,718	 $2,028 	Provision for loan losses		 123		 187 	Loans charged-off			 (48)		 (714) 	Recoveries			 1		 19 		Ending balance		 $1,794	 $1,520 Individually impaired loans were as follows:				 March 31, December 31, 								 2009	 2008 									 	 Year-end loans with no allocated allowance for loan losses	 $ 841	 $ 396 Year-end loans with allocated allowance for loan losses		 946 940 Amount of the allowance for loan losses allocated		 70 75 The impact on interest income of impaired loans was not significant to the consolidated statements of income. Impaired loans are generally measured for impairment using the fair value of the collateral supporting the loan. Evaluating impaired loan collateral is based on level 3 inputs utilizing outside appraisals adjusted by management for sales costs and other assumptions regarding market conditions to arrive at fair value. Nonaccrual loans and loans past due 90 days still on accrual were as follows: 								 March 31, December 31, 2009 2008 								 Loans past due over 90 days still on accrual		 $ 325	 $ 261 Nonaccrual loans 2,233 1,752 Nonaccrual loans and loans past due 90 days still on accrual include both smaller balance homogeneous loans that are collectively evaluated for impairment and individually classified impaired loans. Note 3 ~ Interest-Rate Swaps The Company utilizes interest-rate swap agreements as part of its asset liability management strategy to help manage its interest rate risk position. The notional amount of the interest-rate swaps does not represent amounts exchanged by the parties. The amount exchanged is determined by reference to the notional amount and the other terms of the individual interest-rate swap agreements. The Company implemented a program whereby it lends to its borrowers at a fixed rate with the loan agreement containing a two-way yield maintenance provision in the first quarter of 2009. If the borrower prepays the loan, the yield maintenance provision will result in a prepayment penalty or benefit depending on the interest rate environment at the time of the prepayment. This provision represents an embedded derivative which is required to be bifurcated from the host loan contract in accordance with FAS No. 133, Accounting for Derivatives and Hedging Activities. As a result of bifurcating the embedded derivative, the Company records the transaction with the borrower as a floating rate loan and a pay floating / receive fixed interest-rate swap. To offset the risk of the interest-rate swap with the borrower, the Company enters interest-rate swaps with outside counterparties that mirror the terms of the interest-rate swap between the Company and the borrower. Both interest-rate swaps are carried as freestanding derivatives with their changes in fair value reported in current earnings. The change in the fair value of the interest-rate swap with borrowers was an increase of $11 for the first three months ended March 31, 2009, which was offset by an equal decrease in value during the quarter on the interest-rate swaps with outside parties, with the result that there was no impact on income as of March 31, 2009. Summary information about the interest-rate swaps between the Company and its borrowers is as follows: 						 Notional amount					$1,599 Weighted average receive rate			 5.33% Weighted average pay rate		 4.43% Weighted average maturity (years)		 4.7 Fair value of interest-rate swaps		 11 Summary information about the interest-rate swaps between the Company and outside parties is as follows: 						 Notional amount					$1,599 Weighted average pay rate			 5.33% Weighted average receive rate			 4.43% Weighted average maturity (years)		 4.7 Fair value of interest-rate swaps		 (11) The fair value of the interest-rate swaps at March 31, 2009 is reflected in other assets and other liabilities. Note 4 ~ Stock-Based Compensation (dollars in thousands, except per share information) The Company`s 2008 Equity Incentive Plan (`the Plan`), which is shareholder-approved, permits the grant of stock options to its officers, employees, consultants and non-employee directors for up to 223,448 shares of common stock. Option awards are granted with an exercise price equal to the market price of the Company`s common stock at the date of grant; those option awards have vesting periods determined by the Company`s compensation committee and have terms that shall not exceed 10 years. On May 20, 2008, the Company granted options to purchase 58,000 shares of stock to directors and certain key officers. The exercise price of the options is $18.03 per share. The options vest in five equal installments over a five-year period and have a term of 10 years. As of March 31, 2009 none of the options had been forfeited and all the options were non-dilutive and excluded from the diluted earnings per share calculation. The fair value of each option award is estimated on the date of grant using a closed form option valuation (Black-Scholes) model that uses the assumptions noted in the table below. Expected volatilities are based on historical volatilities of the Company`s common stock. The Company uses historical data to estimate option exercise and post-vesting termination behavior. (Employee and management options are tracked separately.) The expected term of options granted is based on historical data and represents the period of time that options granted are expected to be outstanding, which takes into account that the options are not transferrable. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of the grant. The fair value of options granted of $1.83 was determined using the following weighted-average assumptions as of grant date. 	Risk-free interest rate		 	 3.19% 	Expected term (years)		 	 6.5 	Expected stock price volatility	 13.76% 	Dividend yield 			 	 3.60% The total compensation cost that has been charged against income for the plan was $12 for the three period ended March 31, 2009. The total income tax benefit was $4 for the same period. As of March 31, 2009, there was $66 of total unrecognized compensation cost related to nonvested stock options granted under the Plan. The cost is expected to be recognized over a weighted-average period of 4.1 years. At March 31, 2009, no options are vested and the outstanding options have no intrinsic value. The weighted-average remaining contractual term is 9.1 years. Note 5 ~ Fair Value Statement 157 establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value: Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date. Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. Level 3: Significant unobservable inputs that reflect a reporting entity`s own assumptions about the assumptions that market participants would use in pricing an asset or liability. The fair values of securities available for sale are determined by obtaining quoted prices on nationally recognized securities exchanges (Level 1 inputs) or matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the relationship to other benchmark quoted securities (Level 2 inputs). The fair value of impaired loans with specific allocations of the allowance for loan losses is generally based on recent real estate appraisals. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are typically significant and result in a Level 3 classification of the inputs for determining fair value. Assets and Liabilities Measured on a Recurring Basis Assets and liabilities measured at fair value on a recurring basis are summarized below: 						 Fair Value Measurements 						 At March 31, 2009 Using 					Quoted Prices in	Significant 					Active Markets		Other		Significant 					for Identical		Observable	Unobservable 					Assets			Inputs		Inputs 					(Level 1)		(Level 2)	(Level 3) 										 Assets: 	Available for sale securities	$ 8			$127,710	$ - 	Interest rate swaps		 -			 11	 - Liabilities: 	Interest rate swaps		 -		 11	 - Assets and Liabilities Measured on a Non-Recurring Basis Assets and liabilities measured at fair value on a non-recurring basis are summarized below: 						 Fair Value Measurements 						 At March 31, 2009 Using 					Quoted Prices in	Significant 					Active Markets		Other		Significant 					for Identical		Observable	Unobservable 					Assets			Inputs		Inputs 					(Level 1)		(Level 2)	(Level 3) 										 Assets: Impaired loans			$ -			$ -		$ 876 Impaired loans, which are measured for impairment using the fair value of the collateral for collateral dependent loans, had a principal amount of $946, with a valuation allowance of $70, resulting in no additional provision for loan loss in the quarter. Item 2. Management`s Discussion and Analysis of Financial Condition and Results of Operations. FORWARD-LOOKING INFORMATION This Form 10-Q contains forward-looking statements as referenced in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are subject to many risks and uncertainties. When used herein, the terms `anticipates,` `plans,` `expects,` `believes,` and similar expressions as they relate to the Company or its management are intended to identify such forward looking statements. Actual results could differ materially from those indicated by the forward-looking statements. Risks and uncertainties that could cause or contribute to differences include, changes in the regulatory environment, changes in business conditions and inflation, risks associated with credit quality and other factors discussed in the Company`s filings with the U.S. Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2008. The Company assumes no obligation to update any forward-looking statement. GENERAL The Company`s results of operations are dependent primarily on net interest income, noninterest income and its ability to control costs. Net interest income is the difference (`spread`) between the interest income earned on loans and securities and the cost of funds, consisting of interest paid on deposits and borrowed funds. The interest rate spread is affected by regulatory, economic and competitive factors that influence interest rates, loan demand and deposit flows. The Company`s net income is also affected by, among other things, loan fee income, provisions for loan losses, service charges, gains on loan sales, operating expenses and franchise and income taxes. The Company`s operating expenses principally consist of employee compensation and benefits, occupancy and other general and administrative expenses. The Company`s results of operations are also significantly affected by general economic and competitive conditions, particularly changes in market interest rates, government policies and actions of regulatory authorities. Additionally, future changes in applicable laws, regulations or government policies may also materially impact the Company. OVERVIEW Total assets increased to $339.5 million as of March 31, 2009, from $338.0 million at December 31, 2008. Basic and diluted earnings per share for the first three months ended March 31, 2009 increased 18% compared to the same period in 2008. Net income for the first three months of 2009 was $573 thousand compared to $491 thousand for the same period of 2008 or $.26 and $.22 basic and diluted per share, respectively. The improvement in earnings was caused by an increase in the net interest income of $249 thousand, a decrease in the provision for loan losses of $64 thousand and an increase in noninterest income of $53 thousand offset by an increase in noninterest expense of $246 thousand, and an increase in income tax expense of $38 thousand. Net interest income for the three month period ended March 31, 2009 increased 9% compared to the same period in 2008 despite a decreasing interest rate environment. Noninterest income for the quarter ended March 31, 2009 increased 9% compared to the same period in 2008 due primarily to $152 thousand in gains on sale of securities, offset by a decrease in checking account fees of $49 thousand. Noninterest expense for the first three months of 2009 increased 10% compared to the same period in 2008 due primarily to an increase of $110 thousand in FDIC deposit insurance premiums and an increase of $94 thousand in salaries and employee benefits. The FDIC deposit insurance premiums increased dramatically for the first quarter of 2009 and are anticipated to remain at increased levels for the next several years. The provision for loan losses decreased to $123 thousand compared to $187 thousand for the same period in 2008. The income tax expense increased to $207 thousand for the three months ended March 31, 2009 compared to $169 thousand for the same period in 2008. Higher pre-tax income for the three months ended March 31, 2009 compared to the same period in 2008 is the primary factor causing the increase in income tax expense. Office of the Controller of the Currency (`OCC`) regulations requires banks to maintain certain minimum levels of regulatory capital. Additionally, the regulations establish a framework for the classification of banks into five categories: well-capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized. Generally, an institution is considered well-capitalized if it has a core (Tier 1) capital ratio of at least 5.0% (based on adjusted total assets); a core (Tier 1) risk-based capital ratio of a least 6.0%; and a total risk-based capital ratio of at least 10.0%. The Bank had capital ratios above the well-capitalized levels at March 31, 2009 and December 31, 2008. The Company is not aware of any market or institutional trends, events or uncertainties that are expected to have a material effect on liquidity, capital resources or operations or any current recommendations by its regulators which would have a material effect if implemented. The Company has not engaged in sub-prime lending activities and does not plan to engage in those activities in the future. FINANCIAL CONDITION ~ MARCH 31, 2009, COMPARED TO DECEMBER 31, 2008 Balance Sheet Cash and cash equivalents increased $0.3 million to $11.3 million at March 31, 2009. Securities available for sale increased $0.5 million due to the purchase of $8.5 million of securities, offset by maturities and repayments of $5.7 million and $3.3 million in sales. The net unrealized gains on securities increased to $2.9 million as of March 31, 2009 compared to $2.2 million net unrealized gains on securities as of December 31, 2008. Securities consist of the following at March 31, 2009 and December 31, 2008: (dollars in thousands)						 Gross		Gross 						Fair	 Unrealized	Unrealized 							Value	 Gains		Losses 								 		 March 31, 2009 	State and municipal				$ 17,145 $ 455	$ (117) 	Corporate bonds and notes		 14,557 136 	 (810) 	Mortgage-backed		 96,008 3,274	 - 	Equity securities		 8 -	 (15) 	Total	 $127,718 $3,865 $ (942) 								 Gross	Gross 							Fair	 Unrealized	Unrealized 	 Value	 Gains	Losses December 31, 2008 	 	U.S. government and federal agency	 $ 16,214 $ 234	$(193) 	State and municipal		 7,182 5	 (453) 	Corporate bonds and notes		 103,836 2,616	 - 	Mortgage-backed		 16 -	 (7) 	Total	 $127,248 $2,855	$(653) 							For the three months ended 	 		 March 31, 							 2009		 2008 							 		 Sales of available for sale securities were as follows: 	Proceeds					 $ 3,304	 $ 4,067 	Gross gains			 152	 25 	Gross losses			 -	 (8) Other than temporary impairment loss			 -	 - The tax provision related to these net realized gains and losses (including other than temporary impairment) was $52 and $6, respectively for the three months ended March 31, 2009 and 2008. Loans decreased $316 thousand during the first three months of 2009. The loan demand in the Bank`s primary market remains soft. However, the Bank continues to focus on enhancing it`s ability to originate commercial loans. The Bank purchased $1.2 million of automobile loans from another Ohio bank during the first quarter of 2009. Loans at March 31, 2009 and December 31, 2008 were as follows: (dollars in thousands) 			 	March 31,		December 31, 			 	2009		 2008 								 Collateralized by real estate: 	Commercial			$49,479			$48,034 	Residential 			 54,320		 54,924 	Home Equity 			 25,126		 24,442 	Construction			 13,676		 12,846 					142,601		 140,246 Other: 	Consumer		 14,822		 14,354 	Commercial		 22,606		 25,583 	Other		 1,564		 1,658 				 181,593	 181,841 	Unearned and deferred income	 (284)		 (292) 	Allowance for loan losses (1,794) 	 (1,718) 	 Total	 $179,515	 $179,831 Allowance for loan losses is a valuation allowance for probable credit losses. This account is increased by the provision for loan losses and decreased by charge-offs less recoveries. The allowance balance required is established using the following methodology: ~ All problem loans, past due loans and non-performing loans are closely monitored and analyzed by management on an ongoing basis. A classification rating is assigned to problem loans based on information about specific borrower situations and estimated collateral values. These loans are classified as either special mention, substandard, doubtful or loss. ~ Specific problem loans, past due loans or non-performing loans are identified and analyzed individually in an effort to determine the expected probable loss on these specifically identified loans. ~ For problem loans that are not analyzed individually, a provision is established based on a historical migration analysis. The historical migration analysis identifies the percentage of problem loans that have been ultimately charged-off historically and over what time periods such loans have been charged off. Historical migration percentages are reviewed and adjusted by management to reflect various factors such as the growth and change in mix of the loan portfolio and by Comptroller of the Currency regulatory guidance. Non-individually analyzed loans are pooled and evaluated by loan type. The probable loss on these pooled past due loans is estimated using historical loan loss experience. ~ National and local economic conditions and other factors are also considered in determining the adequacy of the allowance for loan losses. ~ A percentage of the allowance is allocated to specific loans, but the entire allowance is available for any loan that, in management`s judgment, should be charged-off. ~ The allowance for loan losses is reviewed on a regular basis to determine the adequacy of the allowance. The allowance for loan losses to total loans outstanding was 0.99% as of March 31, 2009, which is an increase from 0.95% at December 31, 2008. Net charge-offs were $47 thousand for the three months ended March 31, 2009, compared to $695 thousand for the same period in 2008. The year-to-date 2008 charge-offs were primarily related to a $676 thousand partial charge-off of a $1.7 million Summit County commercial real estate loan based on information obtained in the first quarter of 2008. The ratio of non-performing loans to total loans was 1.41% ($2,558 thousand) for March 31, 2009 compared to 1.12% ($2,013 thousand) for December 31, 2008. Non-performing loans consist of loans that have been placed on non-accrual status and loans past due over 90 days and still accruing interest. Loans past due 30 through 89 days and still accruing decreased from $2.1 million as of December 31, 2008 to $1.5 million as of March 31, 2009. Management believes the allowance for loan losses is adequate as of March 31, 2009. Total deposits increased $1.4 million as of March 31, 2009 compared to December 31, 2008. Interest bearing demand deposits have increased $7.7 million as many of our customers choose to utilize our premium money market deposit account product instead of time deposits. Historically noninterest-bearing demand accounts have fluctuated based upon the liquidity needs of our customers. Deposits at March 31, 2009 and December 31, 2008 were as follows: (dollars in thousands) 			 	March 31,		December 31, 			 	2009		 2008 								 Demand, noninterest-bearing	 $ 43,085 $ 46,159 Demand, interest-bearing 		 100,254		 92,515 Savings 			 48,540		 49,642 Time, $100,000 and over		 13,388		 12,937 Time, other		 59,793		 62,389 			 $265,060	 $263,642 Shareholders` Equity Shareholders` Equity Total shareholders` equity increased $885 thousand to $37.8 million as of March 31, 2009 from $36.9 million as of December 31, 2008. Net income for the three months ended March 31, 2009 was $573 thousand, while dividends declared were $176 thousand. The Company`s Board of Directors approved a reduction in the quarterly cash dividend in March, 2009. The Board of Directors felt it was important to conserve capital by reducing the dividend until such time as economic stability is achieved and the outlook for credit and business becomes clearer. Accumulated other comprehensive income increased from $1.5 million on December 31, 2008 to $1.9 million as of March 31, 2009. The Bank is subject to regulatory capital requirements. The following is a summary of the actual and required regulatory capital amounts and ratios. (dollars in thousands)							 To Be Well Capitalized 						 For Capital Under Prompt Corrective March 31, 2009				Actual		 Adequacy Purposes Action Provisions 					Amount	 Ratio	 Amount Ratio	 Amount	 Ratio 						 	 	 Total capital to risk-weighted assets $27,463	 12.51%	 $17,567 8.00%	 $21,959	 10.00% Tier 1 capital to risk-weighted assets 25,669	 11.69%	 8,783 4.00%	 13,175 6.00% Tier 1 capital to average assets 25,669 7.69%	 13,359 4.00%	 16,696	 5.00% 									 To Be Well Capitalized 							 For Capital	 Under Prompt Corrective December 31, 2008			Actual		 Adequacy Purposes Action Provisions 	 Amount	 Ratio	 Amount Ratio Amount Ratio 						 	 	 	 Total capital to risk-weighted assets $26,730	 12.60%	 $16,971 8.00% $21,213	 10.00% Tier 1 capital to risk-weighted assets 25,012	 11.79%	 8,485 4.00% 12,728	 6.00% Tier 1 capital to average assets 25,012	 7.78%	 12,853 4.00% 16,066	 5.00% Statements of Cash Flows Net cash from operating activities for the first three months of 2009 was $273 thousand compared to $406 thousand for the same period of 2008. Net cash from investing activities for the first three months of 2009 was $125 thousand, compared to $866 thousand for the first three months of 2008. Net cash from financing activities was $191 thousand for the first three months of 2009 compared to $755 thousand for the first three months of 2008. The increase in cash and cash equivalents was $339 thousand during the first three months of 2009. Total cash and cash equivalents was $11.3 million as of March 31, 2009 compared to $11.0 million at December 31, 2008. COMPARISON OF RESULTS OF OPERATIONS FOR THE THREE MONTH PERIODS ENDED 			MARCH 31, 2009 AND 2008 Net income for the first three months of 2009 was $573 thousand or $0.26 per basic and diluted earnings per share, a 17% increase from $491 thousand or $0.22 per basic and diluted earnings per share for the same period in 2008. The increase was due primarily from an increase in net interest margin and noninterest income and a decrease in the provision for loan losses, partially offset by an increase in noninterest expense and income tax expense. Annualized return on average equity (`ROAE`) and average assets (`ROAA`) for the first three months of 2009 were 6.14% and 0.67%, respectively, compared with 5.55% and 0.65% for the first three months of 2008. 				 Three months ended March 31, 			 2009		 2008 (Dollars in thousands) Daily Average Average Daily Average		Average Balance 	Interest yield/cost (1) Balance Interest	yield/cost (1) 				 	 		 		 		 	 Assets Interest earning assets: 	Securities: 	 Taxable		 $115,099 $1,464	 5.19%	 $ 71,781 $ 934	5.25% 	 Nontaxable	 16,658	 245	 5.95%		 16,029	229	5.86% 	 (tax equivalent basis) (2) 	Federal funds sold	 410	 -	 0.00%		 1,233 9	2.92% 	Interest bearing deposits - -	 0.00%		 1,003	 9	3.59% 	Net loans (including 	 nonaccrual loans)	 183,712 2,582	 5.62%		 190,396 3,167	6.65% Total interest-earning assets	 315,879 4,291	 5.43%		 280,442 4,348	6.20% All other assets		 24,298 					 23,107 Total assets	 $340,177				 $303,549 Liabilities and Shareholders` Equity Interest-bearing liabilities: 	Interest-bearing checking $ 94,618 331	 1.40%	 $ 65,029 332	2.04% 	Savings		 49,099	 40	 0.33%		 52,874	 84	0.64% 	Time, $100,000 and over	 13,235	 90 	 2.72%		 12,289	129 	4.20% 	Time, other		 60,815 476	 3.13%		 66,648	701	4.21% Other funds purchased		 38,016	 278 2.93%		 27,356	280	4.09% Total interest-bearing liabilities 255,783 1,215	 1.90%	 224,196 1,526	2.72% Demand deposits		 43,478					 40,481 Other liabilities		 3,592					 3,498 Shareholders` equity		 37,324					 35,374 Total liabilities and shareholders` equity	 $340,177		 $303,549 Net interest income (tax equivalent basis) (2)	 $3,076				 $2,822 Interest rate spread (3)				 3.53%					3.48% Net yield on interest-earning assets (4)		 3.90%					4.03% Ratio of average interest-earning assets to average interest-bearing liabilities	 123.49%				 125.09% (1) Average yields are computed using annualized interest income and expense for the periods. (2) Tax equivalence based on highest statutory rate of 34%. (3) Interest rate spread represents the difference between the average yield on interest-earning assets and the average cost of interest-bearing liabilities. (4) Net yield on interest-earning assets represents net interest income as a percentage of average interest-earning assets. Interest and dividend income totaled $4.2 million, a decrease of $62 thousand for the three months ended March 31, 2009 compared to the same period in 2008. Adjusted on a fully tax-equivalent (`FTE`) basis the yield on earning assets in the first three months of 2009 was 5.42% compared to 6.20% in the first three months of 2008. Interest expense totaled $1.2 million, a decrease of $311 thousand or (20.4)% for the three months ended March 31, 2009 as compared to the same period in 2008. The average cost for interest bearing liabilities was 1.90% compared to 2.72% for the first three months of 2008. The decrease of 82 basis points from the first three months of 2008 is the result of change in the average volume in the mix of interest bearing liabilities and declining interest rates. During the first three months of 2009 deposit customers continued moving funds from lower rate deposit accounts and certificates of deposit to premium money market accounts. Net interest income increased $249 thousand, or 9.1% for the three month period ended March 31, 2009 as compared to March 31, 2008. During the first three months of 2009, the interest rate spread increased 4 basis points on a FTE basis when compared to the first three months of 2008. Provision for loan losses totaled $123 thousand for the first three months of 2009 compared to $187 thousand for the same period in 2008. Non-performing loans were $2.6 million as of March 31, 2009 compared to $2.0 million as of December 31, 2008. Classified loans remain unchanged at $7.2 million as of December 31, 2008. Loans past due 30 through 89 days and still accruing decreased from $2.1 million as of December 31, 2008 to $1.5 million as of March 31, 2009. Each quarter, management reviews the adequacy of the allowance for loan losses by reviewing the overall quality and risk profile of the Company`s loan portfolio, by reviewing specific problem credits and assessing the potential for losses based on expected cash flows or collateral values, by reviewing trends in problem loan levels, by updating loss history for the Company`s loans, by analyzing the growth and change in mix of the portfolio, and by analyzing economic trends that are believed to impact the Company`s borrowers. Management reviewed all of these factors and determined the allowance for loan losses was adequate as of March 31, 2009. Noninterest income for the quarter ended March 31, 2009 increased to $645 thousand or 9.0%, from $592 thousand for the same period in 2008. The increase in noninterest income for the quarter ended March 31, 2009 was due to gains on sale of securities of $152 thousand. Noninterest expense for the quarter ended March 31, 2009 was $2.7 million, an increase of 9.9% from $2.5 million for the same period in 2008. The increase in noninterest expense was due primarily to an increase in the FDIC deposit insurance premium and an increase in salaries and employee benefits.The FDIC has provided guidance to the banking industry that a special one-time assessment will probably be charged during the second quarter of 2009. Management estimates the expense related to this assessment will be approximately $250 thousand, which is based on ten basis points of deposit balances. Income tax expense was $207 thousand for the three months ended March 31, 2009 which represents an increase of 22.5% compared to the same period in 2008. Higher pre-tax income for the three months ended March 31, 2009 compared to the same period in 2008 is the primary factor causing the increase in income tax expense. Item 3. Quantitative and Qualitative Disclosures About Market Risk Economic Value of Equity The economic value of equity, (EVE), is the difference between the net present value of the assets and the net present value of liabilities. EVE can be thought of as the liquidation value of the Bank on the date the calculation is made. Calculating EVE involves using a discount rate to calculate the net present value of assets and liabilities after making assumptions about the duration of assets and liabilities. As interest rates change, the discount rate changes and the change in interest rates effects the duration of assets and liabilities. If interest rates fall, for example, the duration of loans shortens since borrowers tend to prepay by refinancing their loan. Conversely the duration of loans increases if interest rates rise since borrowers are inclined to hold on to the favorable rate they were able to obtain in the lower interest rate environment. In 2007, the Board of Directors adopted revised limits on a decline in the economic value of equity (EVE) and earnings at risk (EAR) given changes in interest rates. These limits are that EVE shall not decline by more than 10%, 20% and 30% given a 1%, 2% and 3% increase or decrease in interest rates respectively and that EAR shall not be greater than 8%, 16% or 24% given a 1%, 2% or 3% increase or decrease in interest rates respectively. The following illustrates our equity at risk in the economic value of equity model. March 31, 2009 							 Basis Point Change in Rates			+300 bp +200 bp +100 bp -100 bp -200 bp -300 bp Increase (decrease) in EVE (2.3)% 1.2% 2.3% (5.2)% nm nm December 31, 2008 Basis Point Change in Rates			+300 bp +200 bp +100 bp -100 bp -200 bp -300 bp Increase (decrease) in EVE (11.0)% (4.3)% (0.5)% (1.8)% (15.5)% (28.6)% nm - not meaningful The Bank is in compliance with the interest rate risk policy limits related to EVE as of March 31, 2009 and December 31, 2008. Earnings at Risk Earnings at risk, is the amount by which net interest income will be affected given a change in interest rates. The interest income and interest expense for each category of earning assets and interest bearing liabilities is recalculated after making up and down assumptions about the change in interest rates. Changes in prepayment speeds and repricing speeds are also taken into account when computing earnings at risk given a change in interest rates. The following illustrates the effect on earnings or EAR given rate increases of 100 to 300 basis points and decreases in interest rates of 100 to 300 basis points. March 31, 2009 							 	 Basis Point Change in Rates			+300 bp +200 bp +100 bp -100 bp -200 bp -300 bp Increase (decrease) in Earnings (2.3)% (0.8)% 0.1% 0.1% nm nm December 31, 2008 Basis Point Change in Rates			+300 bp +200 bp +100 bp -100 bp -200 bp -300 bp Increase (decrease) in Earnings (19.0)% (12.1)% (5.7)% 7.8% 1.4% (5.5)% nm - not meaningful The Bank is in compliance with the interest rate risk policy limits related to EAR as of March 31, 2009 and December 31, 2008. Item 4T. Controls and Procedures TThe Company carried out an evaluation, under the supervision and with the participation of the Company`s management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company`s disclosure controls and procedures as of March 31, 2009, pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Company`s disclosure controls and procedures were, to the best of their knowledge, effective as of March 31, 2009, in timely alerting them to material information relating to the Company (including its consolidated subsidiary) required to be included in the Company`s periodic SEC filings. There were no changes in the Company`s internal controls over financial reporting during the three months ended March 31, 2009 that materially affected or are reasonably likely to materially affect the Company`s internal controls over financial reporting. PART II. OTHER INFORMATION 	Item 1. 	Legal Proceedings ~ None 	Item 1A.	Risk Factors - There have been no significant changes 			in the Company`s risk 			factors as outlined in The Company`s Form 10-K for 			the period ending December 31, 2008. 	Item 2. 	Unregistered Sales of Equity Securities and Use of 			Proceeds ~ None 	Item 3. 	Defaults Upon Senior Securities ~ None 	Item 4. 	Submission of Matters to a Vote of Security Holders ~ None 	Item 5. 	Other Information ~ None 	Item 6. 	Exhibits Exhibit No.							If incorporated by Reference, Under Reg.							Documents with Which Exhibit S-K, Item 601		Description of Exhibits			Was Previously Filed with SEC (3.1)			Amended Articles of Incorporation	Annual Report 10-K filed 3/26/04 								File No. 000-14773 (3.2) 			Code of Regulations			Annual Report 10-K filed 3/26/04 								File No. 000-14773 (10.1)			Directors Defined Benefit Plan		Annual Report 10-K filed 3/29/01 			Agreement				File No. 000-14773 (10.2) 			Employment Agreement entered into	Special Report 8-K filed 12/7/06 			By David C. Vernon and National 			Bancshares and First National Bank (10.3)			Special Separation Agreement of		Quarterly Report 10-Q filed 			James R. VanSickle			8/14/07 File No. 000-14473 (10.4)			Employment Agreement entered into	Annual Report 10-K filed 3/28/08 			By Thomas M. Fast and National 			Bancshares and First National Bank (11)			Computation of Earnings per Share	See Consolidated Statements of 								Income and Comprehensive 								Income Page 4 (31.1)			Certification (31.2)			Certification (32)			Certification No other exhibits are required to be filed herewith pursuant to Item 601 of Regulation S-K. SIGNATURES 	Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. 			National Bancshares Corporation Date: May 15, 2009		/s/David C. Vernon 	David C. Vernon, President and 	Chief Executive Officer Date: May 15, 2009		/s/James R. VanSickle 		 	James R. VanSickle, Chief Financial 				Officer Exhibit 31.1 				 CERTIFICATIONS I, David C. Vernon, certify that: 1. I have reviewed this quarterly report on Form 10-Q of National Bancshares Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant`s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c. Evaluated the effectiveness of the registrant`s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d. Disclosed in this report any change in the registrant`s internal control over financial reporting that occurred during the registrant`s most recent fiscal quarter (the registrant`s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant`s internal control over financial reporting; and 5. The registrant`s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant`s auditors and the audit committee of the registrant`s board of directors (or persons performing the equivalent functions): a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant`s ability to record, process, summarize and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant`s internal control over financial reporting. Date: May 15, 2009 					/s/ David C. Vernon 					David C. Vernon, President and 					Chief Executive Officer Exhibit 31.2 				 CERTIFICATIONS I, James R. VanSickle, certify that: 1. I have reviewed this quarterly report on Form 10-Q of National Bancshares Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant`s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c. Evaluated the effectiveness of the registrant`s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d. Disclosed in this report any change in the registrant`s internal control over financial reporting that occurred during the registrant`s most recent fiscal quarter (the registrant`s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant`s internal control over financial reporting; and 5. The registrant`s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant`s auditors and the audit committee of the registrant`s board of directors (or persons performing the equivalent functions): a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant`s ability to record, process, summarize and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant`s internal control over financial reporting. Date: May 15, 2009 					/s/James R. VanSickle 					James R. VanSickle, Chief Financial 					Officer Exhibit 32 		SECTION 1350 CERTIFICATION OF QUARTERLY REPORT ON FORM 10-Q 				 OF 			 NATIONAL BANCSHARES CORPORATION 		 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2009 The undersigned are the President and Chief Financial Officer of National Bancshares Corporation (the ~Registrant~). This Certification is made pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. This Certification accompanies the Quarterly Report on Form 10-Q of the Registrant for the quarterly period ended March 31, 2009. We certify that such Quarterly Report on Form 10-Q fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in such 10-Q Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant. This Certification is executed as of May 15, 2009 							/s/ David C. Vernon 					 David C. Vernon, 							President and 					 Chief Executive 							Officer 					 /s/ James R. VanSickle 			 James R. VanSickle, 						 Chief Financial 						 Officer