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EXHIBIT 8. OPINION OF WERNER & BLANK CO., L.P.A. REGARDING TAX MATTERS.






   
December 4, 1998
    




Board of Directors
Ohio State Bancshares, Inc.
111 S. Main Street
Marion, Ohio 43302

Gentlemen:

You have asked that we furnish Ohio State Bancshares, Inc. (the "Company") an 
opinion of our firm with respect to certain tax issues in connection with the 
Company's proposed offering of 24,800 Shares of its common stock as 
specifically set forth in its Registration Statement on Form SB-2 and related 
Prospectus to be filed with the Securities and Exchange Commission. We have 
reviewed the Registration Statement and have made such investigation of laws 
and regulations that we have deemed necessary under the circumstances. All 
capitalized terms used herein shall have the same meaning as given to them in 
the Registration Statement on Form SB-2 of the Company, utilized in connection 
with the offering. Based upon our review and investigation, we are of the 
following opinion.

1.   Neither the receipt nor the exercise of the Rights will result in taxable
     income to the shareholders of the Company who receive such Rights in
     connection with the offering.

2.   No deductible loss will be realized if Rights are allowed to expire without
     exercise;

3.   The tax basis of Shares acquired upon the exercise of Rights or in the
     Public Offering will be the Subscription Price; and
   
4.    There is no allocation of an existing shareholders' tax basis in current
     Shares held to such shareholders' Rights, whether or not such Rights are
     exercised, because (based on the limited time period in which the
     shareholders have the option to exercise their Rights and the fact that the
     purchase price per share on the exercise of a Right is substantially equal
     to the per share price of the Shares sold in the Public Offering) the
     Company has determined that such value is zero. We understand that no
     independent determination of value of the Rights distributed has been made.
    



Board of Directors
November 3, 1998

   
We hereby consent to the filing of this opinion as an Exhibit to said 
Registration Statement as amended, and its reference under the caption, "PLAN OF
DISTRIBUTION" - Federal Income Taxes.
    


Very truly yours,

/s/ Werner & Blank Co., L.P.A.

Werner & Blank Co., L.P.A.