SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

<Table>

[ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec. 240.14a-12
</Table>

OHIO STATE BANCSHARES
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

OHIO STATE BANCSHARES, INC.
111 S. Main Street
Marion, OH 43302

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD

April 21, 2005

TO THE SHAREHOLDERS OF OHIO STATE BANCSHARES, INC.:

You are hereby notified that an Annual Meeting of the shareholders of Ohio
State Bancshares, Inc. (the "Company") will be held on April 21, 2005 at 5:00
p.m. (local time), at the main office of Ohio State Bancshares, Inc., 111 S.
Main Street, Marion, Ohio 43302, for the purpose of considering and acting upon
the following:

1. ELECTION OF DIRECTORS - To elect three members of Class I (term to expire
in 2007) to the Board of Directors.

2. To transact such other business as may properly come before the meeting or
any adjournment thereof.

The Board of Directors has fixed March 24, 2005 as the record date for the
determination of shareholders entitled to notice of and to vote at the meeting.

By order of the Board of Directors

/s/ G.E. Pendleton
------------------------------
Gary E. Pendleton, President

YOUR VOTE IS IMPORTANT. EVEN IF YOU PLAN TO ATTEND THE MEETING, PLEASE
DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE. IF YOUR STOCK IS HELD IN MORE THAN ONE (1) NAME, ALL PARTIES MUST SIGN
THE PROXY FORM.

MARCH 31, 2005

PROXY STATEMENT

GENERAL INFORMATION

This Proxy Statement is furnished to the shareholders of Ohio State
Bancshares, Inc. ("Company") in connection with the solicitation of proxies to
be used in voting at the Annual Meeting of shareholders to be held on April 21,
2005, at the main office of the Company located at 111 S. Main Street, Marion,
Ohio, 43302, at 5:00 p.m. ("the Meeting"). The enclosed proxy is solicited by
the Board of Directors of the Company, at the Company's expense. This Proxy
Statement and the enclosed form of proxy are first sent or delivered to the
Company's shareholders on or about March 31, 2005.

All shareholders who execute proxies retain the right to revoke them at
any time in the manner provided below. Unless so revoked, the shares represented
by such proxies will be voted at the Meeting and all adjournments thereof.
Proxies may be revoked at any time before they are exercised at the Meeting by
filing a written notice with the Secretary of the Company or by delivering to
the Secretary of the Company subsequently dated proxies prior to the
commencement of the Meeting. A written notice of revocation of a proxy should be
sent to the Secretary of Ohio State Bancshares, Inc., 111 South Main Street,
Marion, Ohio 43302. A previously submitted proxy will also be revoked if a
shareholder attends the Meeting and votes in person. In the event a shareholder
attends the Meeting and does not wish to have his/her proxy used, he/she should
notify the Secretary of the Company prior to the start of the business meeting.
Proxies solicited by the Board of Directors of the Company will be voted in
accordance with the directions given therein. Where no instructions are
indicated, proxies will be voted for the nominees for director set forth below
and in accordance with the judgment of the Board of Directors of the Company on
any other matters which may properly come before the Meeting.

The Board of Directors has not established a formal process for security
holders to send communications to the board of directors. The Board of Directors
has determined that in light of the general accessibility of the directors in
the community served by the Company, no such process is required.

VOTING SECURITIES

Shareholders of record as of the close of business on March 24, 2005, are
entitled to one vote for each share then held. As of March 24, 2005, the Company
had 190,000 shares of common stock issued, outstanding and entitled to vote.
Shareholders are entitled to one vote for each share of common stock owned as of
the record date.

VOTING PROCEDURES

A quorum consists of a majority of the shares entitled to vote represented
at the annual meeting in person or by proxy. Abstentions and broker non-votes
(arising from the absence of discretionary authority on the part of a
broker-dealer to vote shares of Common Stock held in

street name for customer accounts) are counted for purposes of determining the
presence or absence of a quorum for the transaction of business.

The nominees for director who receive the largest number of votes cast
"For" will be elected as directors if a quorum is present. Shares represented at
the Meeting in person or by proxy but withheld or otherwise not cast for the
election of directors, including abstentions and broker non-votes, will have no
impact on the outcome of the election.

CERTAIN BENEFICIAL OWNERS

As of March 24, 2005, the following persons were known to the Company to
be beneficial owners of more than five percent of the Company's Common Stock.

Amount and Nature of
Name of Beneficial Owner Beneficial Ownership Percent of Class
- ------------------------------- --------------------- ----------------

Theodore L. Graham 10,777 (1) 5.67%
c/o Ohio State Bancshares, Inc.
111 S. Main Street
Marion, Ohio 43302

Thurman R. Mathews 17,993 (2) 9.47%
c/o Ohio State Bancshares, Inc.
111 S. Main Street
Marion, Ohio 43302

Peter B. Miller 11,526 (3) 6.07%
c/o Ohio State Bancshares, Inc.
111 S. Main Street
Marion, Ohio 43302

Lloyd L. Johnston 17,433 (4) 9.17%
C/O Ohio State Bancshares, Inc.
111 S. Main Street
Marion, Ohio 43302

(1) Includes 10,537 shares owned by partnership of which Mr. Graham is a
general partner.

(2) Includes 16,549 shares owned by spouse.

(3) Includes 11,448 shares owned jointly with spouse

(4) Includes 16,573 shares owned by a controlled company, and 460 shares owned
jointly with spouse.

ELECTION OF DIRECTORS

The Company's Board of Directors is presently composed of seven (7)
members who are elected to classes. The nominees for election at this Annual
Meeting will stand for election to a two-year term expiring at the Annual
Shareholder's meeting in 2007. It is intended that the persons named in the
proxies solicited by the Board of Directors will vote for the election of the
nominees.

Director candidates are nominated by the Company's Nominating and
Corporate Governance Committee. It is the intention of the person named in the
Proxy to vote for the

election of all nominees named. If any nominee(s) shall be unable to serve which
is not now contemplated, the proxies will be voted for such substitute
nominees(s) as the Nominating and Corporate Governance Committee recommends.
Proxies in the form solicited hereby which are returned to the Company will be
voted in favor of the three (3) nominees specified above unless otherwise
instructed by the shareholder. Shares not voted by brokers and other entities
holding shares on behalf of other beneficial owners will not be counted and will
have no effect on the outcome of the election. Nominees receiving the three (3)
highest totals of votes cast in the election will be elected as directors.

Neither the Board nor the Nominating and Corporate Governance Committee
has implemented a formal policy regarding director attendance at the Annual
Meeting. Typically, the Board holds its annual organization meeting directly
following the Annual Meeting, which results in most directors being able to the
attend the Annual Meeting. All seven directors of the Company attended the
Annual Meeting of Shareholders held in 2004.

The following table sets forth for each of the nominees and for each
director continuing in office, name, age (as of March 24, 2005), principal
occupation(s) during the past five years, the year they first became a director,
year of expiration of the proposed or current term as a director, and the number
of shares of the Company beneficially owned by such person.

[This space intentionally left blank]

The following tables set forth information with respect to each Class I
Director, each of whom is a nominee for re-election at the forthcoming Annual
Meeting, and with respect to each incumbent Director in Class II of the Board of
Directors not currently up for re-election at the Annual Meeting.

Class I
Nominees (Term to Expire 2005)

Shares of Stock
Beneficially
Owner as of
Name and Mailing Address(8) Age Occupation Director Since 03-24-05 % of Class
- --------------------------- --- ----------------------------------- -------------- --------------- ----------

Peter B. Miller 68 President, Pete Miller, Inc. 1997 11,526 (6) 6.07%

Gary E. Pendleton 60 Banker, Ohio State Bancshares, Inc. 1990 2005 (7) 1.05%

Lloyd L. Johnston 72 Chairman of the Board, Johnston 1989 17,433 (1) 9.17%
Supply Co. (Wholesale Plumbing
Supplies)

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF
THE NOMINEES FOR THE POSITION OF DIRECTOR.

Class II
Nominees (Term to Expire 2006)

Theodore L. Graham 59 Managing Partner, Graham Investment 1991 10,777 (2) 5.67%
Co. (Warehousing and Real Estate
Development)

Lois J. Fisher 56 Commercial Real Estate Development 1994 708 (3) .37%

Thurman R. Mathews 76 Owner, Mathews, Kennedy Ford 1994 17,993 (4) 9.47%
Lincoln Mercury, Marion

Fred K. White 70 Real Estate Agent, HER Kinney 1994 500 (5) 0.26%
Properties*

* Prior to joining HER Kinney Properties, Mr. White was Division Manager of Ohio
Edison (utility company).

Executive Officers and Directors as a Group (10 Persons) 61,523 32.38%

(1) Includes 16,573 shares owned by a controlled company, and 460 shares owned
jointly with spouse.

(2) Includes 10,537 shares owned by partnership of which Mr. Graham is a
general partner.

(3) Includes 500 shares held in a trust of which Ms. Fisher is the Trustee.

(4) Includes 16,549 shares owned by spouse.

(5) Includes 500 shares owned by Fred K. White Living Trust.

(6) Includes 11,448 shares held jointly with spouse.

(7) Includes 507 shares owned jointly with spouse.

(8) The mailing address of each Director for receipt of communications in
connection with these materials is 111 S. Main Street, Marion, Ohio 43302,
such being the address of the principal offices of the Company.

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

The Company's sole business activity is the operation of its subsidiary
banking operation, The Ohio State Bank, hereinafter referred sometimes
individually as "Bank" or collectively with the Company as "Company." The Boards
of Directors of the Bank and the Company are comprised of the same persons at
the present time. Disclosure of information regarding committees is therefore
presented for both the Company and the Bank.

The Board of Directors of the Company conducts its business through
meetings of the Board. During the fiscal year ended December 31, 2004, the Board
of Directors of the Company held a total of fifteen (15) regular and special
meetings. Each director of the Company attended at least 75 percent of the total
meetings of the Board and committees on which such Board member served during
this period. The Board of Directors of the Company also operates through
standing Nominating and Governance, Audit, and Compensation Committees. General
information regarding the membership and functions of each of these committees
is provided below.

The Company has an Audit Committee established by and amongst the Board of
Directors in accordance with Section 3(a)(58)(A) of the Securities Exchange Act
of 1934. The Audit Committees primary function involves the overseeing of the
accounting and financial reporting process of the Company and the audits of its
financial statements. In this regard, the Audit Committee of the Company is
responsible for the engagement of the independent auditors, reviewing with those
independent auditors the plans and results of the audit engagement of the
Company, approving the annual audit plans, and reviewing the results of
procedures for internal auditing, reviewing the independence of the independent
auditors, regarding the Company's financial results and Securities and Exchange
Commission filings, reviewing the effectiveness of the Company's internal
controls and similar functions and approval of audit and non-auditing services
performed by the independent auditors. This Committee also operates under a
written charter, a copy of which was provided to shareholders as an appendix to
the proxy materials delivered in connection with our 2004 annual meeting. This
Committee, which met four times during 2004, is chaired by Mr. White and
otherwise includes Messrs. Miller, Fisher, Johnston and Graham. Each member of
the Audit Committee is independent in accordance with Rule 4200(A)(15) of the
National Association of Securities Dealers listing standards. The formal report
of the Audit committee with respect the year 2004 is contained elsewhere herein.

The Nominating and Governance Committee met one time in 2004. This
Committee considers and proposes director nominees to the full Board of
Directors for election at the Annual Meeting; selects candidates to fill Board
vacancies as they may occur; makes recommendations to the Board regarding Board
committee memberships; and performs any other functions or duties deemed
appropriate. The Nominating and Governance Committee is chaired by Mr. Johnston
and otherwise includes Messrs. White and Graham. The Committee operates under a
written charter, a copy of which is provided to shareholders as Appendix A to
this proxy statement. This charter is not otherwise available for on-line
viewing on any website of the Company or otherwise. Each member of the Committee
is independent in accordance with Rule 4200(A)(15) of the National Association
of Securities Dealers listing standards. While the

Nominating and Governance Committee will consider nominating persons recommended
by shareholders, it has not actively solicited recommendations from the
Company's shareholders for nominees nor established any procedures for this
purpose. The Committee has determined that based upon the Company's size and the
accessibility of the directors and executive management to the shareholders, no
such policy or procedures are presently required. However, shareholders may also
nominate persons for election to the Board of Directors by following the
procedures contained in the Company's Code of Regulations. These procedures are
discussed more thoroughly in this proxy statement under the section captioned
"Shareholder Proposals." The identification and evaluation of all candidates for
nominee to the Board of Director are undertaken on an ad hoc basis within the
context of the Corporation's strategic initiatives at the time a vacancy occurs
on the Board. In evaluating candidates, the Committee considers a variety of
factors, including the candidate's integrity, independence, qualifications,
skills, experience (including experiences in finance and banking), familiarity
with accounting rules and practices, and compatibility with existing members of
the Board. Other than the foregoing, there are no stated minimum criteria for
nominees, although the Committee may consider such other factors as it may deem
at the time to be in the best interest of the Company and its shareholders,
which factors may change from time to time.

The Compensation Committee, which met five times during 2004, is chaired
by Mr. Johnston and otherwise includes Messrs. White and Mathews. This Committee
has the responsibility of establishing and implementing the compensation
policies and practices of the Company. In discharging this responsibility, the
Compensation Committee is charged generally with: the review and evaluation of
chief executive officer and senior management performance; the setting of
compensation for the chief executive officer and other members of senior
management; the evaluation and setting of director compensation; the making of
recommendations to the full Board of Directors regarding incentive compensation
plans, deferred compensation plans, executive retirement plans, and equity-based
compensation plans, and the administration of such plans if ultimately adopted.

AUDIT COMMITTEE REPORT

The following Report of the Audit Committee does not constitute soliciting
material and should not be deemed filed or incorporated by reference into any
other Company fling under the Securities Act of 1933 or the Securities Exchange
Act of 1934, except to the extent the Company specifically incorporates the
Report by reference therein.

The Audit Committee of the Company's Board of Directors is composed of
four directors, each of whom is independent as defined by the National
Association of Securities Dealers' listing standards and operates under a
written charter adopted by the Board of Directors. The members of the Committee
are Fred K. White, Chairman, Lois J. Fisher, Lloyd Johnston, Theodore Graham,
and Peter B. Miller. During 2004 the Audit Committee met 4 times and discussed
the financial information contained in each quarterly filing made with the
Securities and Exchange Commission, with the Chief Executive Officer, Chief
Financial Officer and independent auditor.

Management is responsible for the Corporation's internal controls and the
financial reporting process. The independent accountants are responsible for
performing an independent audit of the Corporation's consolidated financial
statements in accordance with generally accepted auditing standards and to issue
a report thereon. The Committee's responsibility is to monitor and oversee the
processes.

The Committee has met and held discussions with management and the
independent accountants. Management represented to the Committee that the
Corporation's consolidated financial statements were prepared in accordance with
generally accepted accounting principles, and the Committee has reviewed and
discussed the consolidated financial statements with management and the
independent accountants. The Committee discussed with the independent
accountants matters required to be discussed by Statement on Auditing Standards
No. 61 (communication with Audit Committees).

The Corporation's independent accountants also provided to the Committee
the written disclosures required by Independence Standards Board Standard No. 1
(Independence Discussions with Audit Committees), and the Committee discussed
with the independent accountants that firm's independence. The Committee has
considered whether the provision of non-audit services by the independent
accountants to the Corporation and its subsidiaries is compatible with
maintaining the independence of the independent accountants.

Based upon the Committee's discussion with management and the independent
accountants and the Committee's review of the representation of management and
the report of the independent accountants to the Committee, the Committee
recommended that the Board of Directors include the audited consolidated
financial statements in the Corporation's Annual Report on Form 10-KSB for the
year ended December 31, 2004 filed with the Securities and Exchange Commission.

Fred K. White, Chairman
Lois J. Fisher
Peter B. Miller
Lloyd L. Johnston
Theodore L. Graham

PRINCIPAL ACCOUNTING FIRM FEES

Company's independent accountants billed the aggregate fees shown below
for the indicated services rendered to Company and its subsidiaries for the year
2004.

2003 2004
--------- --------

Audit Fees $ 36,000 $ 38,200
Audit Related Fees (a) 12,000 12,500
Tax Fees (b) 6,575 6,950
All Other Fees $ 20,750(c) $ 14,975(d)

(a) Include fees for service relating to Statement on Auditing Standards Nos.
70 and 71.

(b) Includes fees for services related to tax compliance and tax planning.

(d) Includes fees for services related to establishing and implementing
policies and mechanisms for senior management's review and evaluation of
the Company's internal control over financial reporting, pursuant to the
requirements of Section 404 of the Sarbanes-Oxley Act of 2002.

The Audit Committee has considered whether the provision of non-audit
services is compatible with maintaining the independence of its auditing firm.

EXECUTIVE COMPENSATION AND OTHER INFORMATION

SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION

The Company is required to provide certain summary information concerning
compensation paid or accrued by the Company, to or on behalf of the Company's
Chief Executive Officer and the four highest paid executive officers whose base
salary and bonus exceeded $100,000, for the fiscal years ended December 31,
2004, 2003, and 2002. As applied to the Company, the Company's Executive
Officer's compensation is required to be disclosed as follows:

SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION

Other Annual All Other
Name and Principal Position Year Salary ($) Bonus ($) Compensation ($) Compensation ($)
- ---------------------------- ---- ---------- --------- ---------------- ----------------

Gary E. Pendleton, 2004 114,800 42,151 18,762(1) 408,748(2)
President Ohio State 2003 104,800 68,596 17,964 205,710
Bancshares, Inc. 2002 94,800 110,000 91,261 49,377

Steve Strine, 2004 87,300 15,714 5,344(3) 4,324(4)
Senior Vice President,
Chief Lending Officer,
The Ohio State Bank

(1) Includes payments for use of an automobile ($7,691), memberships in various
clubs ($5,292), which are used primarily for Company business, and premiums in
certain medical insurance benefits ($5,779).

(2) Includes the Company's 401(k) plan matching amount ($6,245), term life
insurance premiums ($848), and accruals under the Company's non-qualified
Supplemental Retirement Plan ($401,655).

(3) Includes premiums on certain medical insurance benefits ($5,344).

(4) Includes the Company's 401(k) plan matching amount ($3,495), and term life
insurance premiums ($831).

CHANGE OF CONTROL AGREEMENT

The Company has entered into a Change in Control Agreement with Mr.
Pendleton. The terms of the agreement provide that in the event of a sale,
merger or similar transaction of the

Company in which the Company is not the surviving corporation, Mr. Pendleton is
entitled a severance payment equal to three times his annual compensation, which
is defined to include his then current Salary plus his previous year's cash
bonus. The severance payment is payable in the event of his involuntary
termination of employment within two years of the Change in Control or his
voluntary termination during the period beginning three months following the
Change in Control and ending six months after the Change in Control. In
addition, Mr. Pendleton is entitled under the terms of the Agreement to receive
certain health, disability, dental life insurance and other benefits for a
two-year period following a Change in Control. The agreement provides for the
reimbursement of certain excise taxes imposed upon payments received by Mr.
Pendleton, which are deemed "excess parachute" payments under the provisions of
Section 280G of the Internal Revenue Code.

Change of Control of the Company" is defined in the Change of Control
Agreement to mean: (i) the acquisition by a person or persons acting in concert
with the power to vote 35 percent or more of a class of the Company's voting
securities; or (ii) a merger, consolidation, sale of assets, reorganization, or
proxy contest, is consummated and, as a consequence of which, members of the
Board in office immediately prior to such transaction or event constitute less
than a majority of the Board thereafter, (iii) during any period of 24
consecutive months, individuals who at the beginning of such period constitute
the Board (including for this purpose any new director whose election or
nomination for election by The Company's stockholders was approved by a vote of
at least one-half of the directors then still in office who were directors at
the beginning of such period) cease for any reason to constitute at least a
majority of the Board, or (iv) a merger, consolidation or reorganization is
consummated with any other corporation pursuant to which the shareholders of The
Company immediately prior to the merger, consolidation or reorganization do not
immediately thereafter directly or indirectly own more than fifty percent (50%)
of the combined voting power of the voting securities entitled to vote in the
election of directors of the merged, consolidated or reorganized entity.

SUPPLEMENTAL RETIREMENT PLAN

During 2004, the Corporation amended its Executive Indexed Salary
Continuation Plan ("Supplemental Plan") with Mr. Pendleton. The purpose of the
Supplemental Plan is to supplement Mr. Pendleton's retirement income. Pursuant
to the terms of the Supplemental Plan, at Mr. Pendleton's retirement, or upon
termination of employment resulting from his disability, he will be entitled to
receive an annual payment of $75,000 during the first 5 years and $80,000 per
year thereafter for the longer of his life or the life of his spouse. In the
event Mr. Pendleton and his spouse should die before receiving aggregate
benefits of $750,000, their beneficiary will be entitled to receive a payment in
the amount necessary to equal $750,000 when added together with all payments
received by Mr. Pendleton and his spouse prior to death. In the event of Mr.
Pendleton's death during his employment, his wife will be entitled to receive
payments under the Supplemental Plan until her death.

DIRECTORS' COMPENSATION

Directors are paid $300 per month and $100 per month is retained and paid
at year end provided Board attendance is not less than 75%. The Chairman of the
Board receives $350 per month and $125 per month is retained and paid at year
end provided Board attendance is not less than 75%.

CERTAIN TRANSACTIONS

Some of the directors of the Company, as well as the companies with which
such directors are associated, are customers of, and have had transactions with
the Company (through The Ohio State Bank) in the ordinary course of the
Company's business in 2004. These transactions consisted of extensions of credit
in the ordinary course of business and were made on substantially the same
terms, including interest rates and collateral, as those prevailing at the time
for comparable transactions with non-affiliated persons. In the opinion of
management of the company and its subsidiaries, these transactions do not
involve more than normal risk of collectible or present other unfavorable
features.

The Company, through is subsidiary, expects to have in the future, banking
transactions, in the ordinary course of its business with directors, officers,
principal shareholders, and their associates, on substantially the same terms,
including interest rates and collateral on loans, as those prevailing at the
same time for comparable transactions with others and which do not involve more
than the normal risk of collectibility or present other unfavorable features.

SELECTION OF AUDITORS

The Board of Directors has selected the firm of Crowe, Chizek and Company
LLP, independent public accountants, to serve as auditors for the current fiscal
year.

Representatives of Crowe, Chizek and Company LLP will be present at the
Meeting with the opportunity to make a statement if they desire to do so and
will be available to respond to appropriate questions.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE
ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and Directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission.
Officers, Directors and greater than ten percent shareholders are required by
regulation of the SEC to furnish the Company with copies of all Section 16(a)
forms they file. Based solely upon a review of Section 16(a) forms furnished to
the Company during, or with respect to, the most recent fiscal year, the Company
believes that for the period January 1, 2004 through December 31, 2004, its
executive officers and Directors complied with all

filings requirements applicable to them on Form 4. The Company has no
shareholders who are ten percent beneficial owners.

SHAREHOLDER PROPOSALS

If any shareholder of the Company wishes to submit a proposal to be
included in next year's Proxy Statement and acted upon at the annual meeting to
be held in 2006, the proposal must be received by the Secretary at the principal
executive offices of Ohio State Bancshares, Inc., 111 South Main Street, Marion,
Ohio 43302, prior to the close of business on November 30, 2005. Proposals from
shareholders for next year's annual meeting received by the Company after
February 12, 2006 will be considered untimely. With respect to such proposals,
the Company will vote all shares for which it has received proxies in the
interest of the Company as determined in the sole discretion of its Board of
Directors. The Company also retains its authority to discretionarily vote
proxies with respect to shareholder proposals received by the Company after
November 30, 2005 but prior to February 12, 2006, unless the proposing
shareholder takes the necessary steps outlined in Rule 14a-4(c)(2) under the
Securities Exchange Act of 1934 to ensure the proper delivery of proxy materials
related to the proposal.

The Company's Code of Regulations establishes advance notice procedures as
to the nomination, other than by or at the direction of the Board of Directors,
of candidates for election as directors. In order to make a director nomination
at a shareholder meeting it is necessary that you notify the Company not fewer
than 14 days in advance of the meeting unless the Company provides shareholders
less than 21 days notice of the meeting and then notice of the nominations must
be given not later than the seventh day after the notice of the meeting was
mailed. In addition, the notice must meet all other requirements contained in
our Code of Regulations. Any shareholder who wishes to take such action should
obtain a copy of the Code of Regulations and may do so by written request
addressed to the Secretary of the Company at the principal executive offices of
the Company.

OTHER MATTERS

The Board of Directors of the Corporation is not aware of any other
matters that may come before the meeting. However, the enclosed Proxy will
confer discretionary authority with respect to matters which are not known to
the Board of Directors at the time of printing hereof and which may properly
come before the meeting. A copy of the Corporation's 2004 report filed with the
Securities and Exchange Commission, on Form 10-KSB, is available without charge
to shareholders. Address all requests, in writing, for this document to Mr. Gary
Pendleton, President, Ohio State Bancshares, Inc., 111 S. Main Street, Marion,
Ohio 43302.

By Order of the Board of Directors of
Ohio State Bancshares, Inc.

/s/ Gary Pendleton
-------------------------
Gary Pendleton, President

APPENDIX A

OHIO STATE BANCSHARES, INC.
NOMINATING AND GOVERNANCE COMMITTEE CHARTER

STATEMENT OF POLICY

The Nominating and Governance Committee shall provide assistance to the board of
directors in fulfilling the board of directors' responsibilities for director
nominations and appointments, and board of directors and corporate governance.

ORGANIZATION

The members of the Nominating and Governance Committee shall be appointed by the
board of directors and may be removed by the board of directors. The Nominating
and Governance Committee shall meet on the call of its chairman. The Nominating
and Governance Committee has the sole authority to retain and terminate any
consulting or search firm to be used to identify director candidates, including
the sole authority to approve the firm's fees and other retention terms. There
will be at least three members of the Nominating and Governance Committee. A
majority of the members of the Nominating and Governance Committee shall be a
quorum to transact business.

QUALIFICATIONS

The Nominating and Governance Committee shall be composed entirely of
independent directors, determined by the board of directors under the Ohio State
Bancshares, Inc. Corporate Governance Guidelines.

POWERS, DUTIES, AND RESPONSIBILITIES

In discharging its responsibilities to review, authorize and approve director
nominations, director compensation and corporate governance, the Nominating and
Governance Committee shall:

- actively seek individuals qualified to become members of the board
of directors;

- from time to time recommend individuals for appointment as directors
by the board of directors;

- set the number of directors that shall constitute the whole board of
directors;

- recommend to the whole board of directors nominees for director for
nomination by the board of directors for approval by shareholders at
an annual meeting of shareholders or special meeting of
shareholders;

- recommend to the board of directors the establishment, charter and
membership of the various committees of the board of directors;

- recommend to the board of directors corporate governance guidelines
for Ohio State Bancshares, Inc.;

- consider and advise the board of directors on other matters relating
to the affairs or governance of the board of directors;

- annually review and if necessary or appropriate, update this charter
for consideration by the board of directors;

- annually evaluate the performance and function of the Nominating and
Governance Committee; and

- report the matters considered and actions taken by the Nominating
and Governance Committee to the board of directors.

A-2

PROXY FOR ANNUAL MEETING OF
OHIO STATE BANCSHARES, INC.
MARION, OHIO

KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned shareholder of
Ohio State Bancshares, Inc., Marion, Ohio, do hereby nominate, constitute, and
appoint Theodore L. Graham, Lois J. Fisher, Thurman R. Mathews, or any one of
them (with full power of substitution for me and in my name, place and stead) to
vote all the common stock of said Company, standing in my name on its books on
March 24, 2005, at the Annual Meeting of its shareholders to be held at the main
office of Ohio State Bancshares, Inc., 111 S. Main Street, Marion, Ohio 43302,
on April 21, 2005 at 5:00 p.m. (local time), or any adjournments thereof with
all the powers the undersigned would possess if personally present as follows:

1. To elect three (3) members of Class I (term to expire 2007) to the Board
of Directors.

PETER B. MILLER
GARY E. PENDLETON
LLOYD L. JOHNSTON

INSTRUCTIONS:

For All Nominees To withhold authority to vote for any
(Except as marked to the contrary) Withhold Authority to Vote For all Nominees individual director(s), indicate your
[ ] [ ] vote as "For All Nominees" and strike
a line through the nominee's name.

2. To transact such other business as may properly come before the meeting or
any adjournment thereof.

THIS PROXY CONFERS AUTHORITY TO VOTE "FOR" THE ABOVE NOMINEES UNLESS OTHERWISE
MARKED. IF ANY OTHER BUSINESS IS PRESENTED AT SAID MEETING, THIS PROXY SHALL BE
VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF MANAGEMENT. ALL SHARES
REPRESENTED BY PROPERLY EXECUTED PROXIES WILL BE VOTED AS DIRECTED.

The Board of Directors recommends a vote "FOR" the the directors nominated by
the Board of Directors. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS and may be revoked prior to its exercise by either written notice or
personally at the meeting or by a subsequently dated proxy.

__________________________________________

________________________________________ _________________________
(STOCKHOLDER SIGNATURE) (DATE)

Please Print Name______________________________________

Please Print Number of Shares__________________________

(WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE, GUARDIAN, PLEASE
GIVE FULL TITLE. IF MORE THAN ONE TRUSTEE, ALL SHOULD SIGN. ALL JOINT OWNERS
MUST SIGN.)

PLEASE SIGN AND RETURN IMMEDIATELY IN THE ENCLOSED POSTPAID ENVELOPE WHETHER OR
NOT YOU PLAN TO ATTEND THE ANNUAL MEETING.