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As filed with the Securities and Exchange Commission on September 28, 1995
Registration No. 33-_____________

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-3
REGISTRATION STATEMENT
under
the Securities Act of 1933

NATIONAL BANCSHARES CORPORATION
(Exact name of registrant as specified in charter)

OHIO 34- 1518564
(State of Incorporation) (IRS Employer Identification No.)

112 WEST MARKET STREET
ORRVILLE, OHIO 44667
TELEPHONE NUMBER (216) 682-1010
(Address and telephone number of principal executive offices)

CHARLES J. DOLEZAL, PRESIDENT
112 WEST MARKET STREET
ORRVILLE, OHIO 44667
TELEPHONE NUMBER (216) 682-1010
(Name, address and telephone number of agent for service)

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of the Registration Statement.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following.
/X/

If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. / /

CALCULATION OF REGISTRATION FEE

Proposed Proposed
Maximum Maximum
Title of each Class Amount Offering Aggregate Amount of
of Securities being Price per Offering Registration
being Registered Registered Unit* Price* Fee

Common Shares, par value 100,000 $42.00 $4,200,000 $1,448.28
$10.00 shares

* Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c), using the average of the bid and ask prices on the
over-the-counter market on September 25, 1995.

PROSPECTUS

National Bancshares Corporation hereby offers to holders of its Common
Shares the opportunity to purchase its Common Shares, par value $10.00 per
share, with cash dividends automatically reinvested. No service fees or
brokerage commissions will be charged to participants for purchases made under
the National Bancshares Corporation (the "Company") Dividend Reinvestment Plan
(the "Plan").

The shares purchased under the Plan may be either newly issued shares
or shares purchased in the open market or in negotiated transactions.

The price of newly issued shares will be the average of the bid and ask
prices of the Company's Common Shares on the over-the-counter market as reported
for the dividend payment date and each of the four preceding trading days. If
the dividend payment date is not a trading day, the five preceding trading days
will be used. In any case, the price will not be less than par.

The price of shares purchased in the open market will be the actual
average cost of the shares acquired for the Plan with respect to a particular
dividend payment date.

Further information concerning the Plan is set forth herein under
"National Bancshares Corporation Dividend Reinvestment Plan."

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

The date of the Prospectus is September 28, 1995.

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and, in accordance
therewith, files reports and other information with the Securities and Exchange
Commission (the "Commission").

Such reports, proxy and information statements and other information
may be inspected and copied at the offices of the Commission at 450 Fifth
Street, N.W., Washington, D.C.; 500 West Madison Street, Chicago, Illinois; and
Seven World Trade Center, New York, New York, and copies of such material may be
obtained from the Public Reference Section of the Commission in Washington, D.C
at prescribed rates.

INCORPORATION BY REFERENCE

The following documents, which have heretofore been filed by the
Company with the Commission pursuant to the Exchange Act, are incorporated by
reference in this Prospectus and shall be deemed to be a part hereof:

(a) Annual Report on Form 10-K for the year ended
December 31, 1994;

(b) Quarterly Report on Form 10-Q of the quarter ended
March 31, 1995; and

All documents filed by the Company with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Prospectus and prior to the termination of the offering made by this Prospectus
shall be deemed to be incorporated herein by reference and to be a part hereof
from the date of filing such documents.

The Company hereby undertakes to provide without charge to each person
to whom a copy of this Prospectus has been delivered (including any beneficial
owner), on the written or oral request of any such person, a copy of any and all
of the documents referred to above which have been or may be incorporated in
this Prospectus by reference, other than exhibits to such documents unless such
exhibits are specifically incorporated by reference in the information that the
Prospectus incorporates. The Company will also promptly furnish without charge a
copy of its latest Annual Report to Shareholders upon request. Requests should
be directed to Charles J. Dolezal, President, National Bancshares Corporation,
112 West Market Street, Orrville, Ohio 44667, the mailing address of the
Company's principal executive offices. The Company's telephone number is (216)
682-1010.

THE COMPANY

National Bancshares Corporation is a one bank holding company. Its
subsidiary, First National Bank, an Ohio banking corporation, is headquartered
in Orrville, Ohio.

NATIONAL BANCSHARES CORPORATION
DIVIDEND REINVESTMENT PLAN

HOW THE PLAN WORKS

The Dividend Reinvestment Plan (the "Plan") is designed for all
registered holders in the United States of National Bancshares Corporation
("National Bancshares") common stock. It is a simple method to reinvest your
dividends for the purchase of additional shares of National Bancshares common
stock without having to pay brokerage commissions.

Under the Plan, should you enroll, the Company's agent, Society
National Bank, a KeyCorp bank ("Key") will establish an account for you and will
use your cash dividends to purchase additional shares of common stock for you.
The shares purchased under the Plan may be either newly issued shares or shares
purchased in the open market or in negotiated transactions.

The price of newly issued shares will be the average of the bid and ask
prices on the over-the-counter market as reported for the dividend payment date
and each of the four preceding trading days. If the dividend payment date is not
a trading day, the five preceding trading days will be used. In any case, the
price will not be less than par.

The price of shares purchased in the open market will be the actual
average cost of the shares acquired for the Plan with respect to a particular
dividend payment date.

If your dividends are not large enough to buy a full share, your
account with Key will be credited with fractional shares, which earn dividends
on a pro-rata basis just as your full shares do.

After the first dividend is invested, and after each subsequent
transaction, you will receive a detailed calendar-year-to- date statement of
your Plan account. The statement will show dividends received, amount invested,
price per share, number of shares purchased, and total number of shares held for
you by Key.

Participation is entirely voluntary. You may join the Plan at any time
and terminate your participation whenever you wish. However, if your enrollment
card is received less than two days prior to a dividend record date, the request
will not be implemented until the following cash dividend. Although no
assurances can be given as to future cash dividends, the record dates for
National Bancshares quarterly cash dividends in the past have been on or about
the 30th of March, June, September and December.

Please remember that once you enroll, YOU WILL RECEIVE NO FURTHER
DIVIDENDS DIRECTLY, TO THE EXTENT TO WHICH YOU HAVE ELECTED TO PARTICIPATE IN
THE PLAN, UNTIL YOU CANCEL YOUR PARTICIPATION. SUCH CASH DIVIDENDS WILL BE USED
FOR THE PURCHASE OF ADDITIONAL SHARES.

You will continue to receive the IRS Information Form 1099 for your
dividends used for reinvestment.

COST TO YOU

All the expenses incurred under the Plan to invest your dividends in
the purchase of additional shares will be borne by National Bancshares.

If, on termination of your participation in the Plan, you instruct Key
to sell your full shares, Key will deduct from the sale proceeds a service
charge of $5.00, brokerage commissions, and any applicable taxes. The value of
any fractional share on the date of sale will be included in the net proceeds
paid you. If, on termination, you instruct Key to forward your shares to you,
Key will forward to you a certificate for the full shares due you as well as a
check for any fractional share then in your account, less a services charge of
$5.00.

SHARE CERTIFICATES

All shares purchased by Key for you under the Plan will be held by Key
in its name or in the name of its nominee.

Certificates for full shares will be issued and sent to you upon your
written request to Key.

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RIGHT TO VOTE SHARES

You retain your right to vote your shares in any shareholder matters.
Key will vote any Plan shares that it holds for you in accordance with the proxy
returned by you to National Bancshares.

STOCK DIVIDENDS OR SPLITS

Shares held for you by Key under the Plan will be eligible to
participate in any stock dividend or stock split declared by National
Bancshares. Such additional shares will be credited to your Plan account and
shown in the statement sent to you.

FEDERAL TAX INFORMATION

Even though your dividends will be reinvested, they are subject to
federal and other income taxes. You should retain all account statements and
consult your own tax advisor for further information.

HOW TO PARTICIPATE

To participate in the Plan, simply sign and date the enclosed
authorization card and mail it in the enclosed postage-paid envelope to:

KeyCorp Shareholder Services, Inc.
Dividend Reinvestment Services
Post Office Box 92564
Cleveland, Ohio 44197-9891

Your participation will commence with the next dividend payable after
receipt of your authorization by Key, provided it is received two days prior to
the record date.

Should your authorization arrive after the cut-off date, your
participation will be delayed until the next record date.

SALE OF SHARES AND TERMINATION PROCEDURE

You may terminate your participation in the Plan by requesting
cancellation in writing to Key at the address noted above at least fifteen days
before a cash dividend record date.

Upon termination, a stock certificate for full shares will be issued in
your name and a check for the value of any fractional share will be sent to you,
less a service charge of $5.00.

If you make a written request that Key sell your shares, Key will sell
your full shares and send a check to you for the proceeds less a service charge
of $5.00, brokerage commissions, and applicable taxes.

SPECIAL POINTS TO REMEMBER

1. The Plan is entirely voluntary. You may participate at any time by
signing the authorization card and mailing it to Key.

2. Should you have more than one account registered in your name, an
enrollment card for each account in which participation is desired
should be sent to Key.

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3. You may elect to participate with respect to only some of your shares
and to the extent you own shares that do not participate in the Plan,
continue to receive cash dividends on those shares.

4. Upon enrollment, you will, to the extent you elect, no longer receive
cash dividends directly.

5. Your dividends that are reinvested continue to be taxable and you will
receive Internal Revenue Service Form 1099 annually showing the amount
of dividends paid and invested for your account.

6. Key will send you a statement of your Plan account each time there is
activity in your account.

7. You retain the right to vote all shares owned by you.

8. You may terminate participation in the Plan by written notice to Key at
any time.

9. Please note that this Plan is operated for National Bancshares by Key.
Therefore, all regular communications about the Plan should be directed
to Key at the address shown in this booklet.

10. Please read carefully the Terms and Conditions of the Plan in this
booklet, which describe more fully the operation of the Plan.

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TERMS AND CONDITIONS OF AUTHORIZATION FOR DIVIDEND REINVESTMENT PLAN

1. As agent for the participant in the Dividend Reinvestment Plan (the
"Plan") KeyCorp will apply all cash dividends received on the Common Stock of
the Company registered in the name of the participant on the books of the
Company and on any full or fractional share equivalents acquired under the Plan
to the purchase of shares of Common Stock and fractional share equivalents for
the participant's account. KeyCorp will invest cash dividends no later than 30
days after receipt except where required by applicable law. Such purchases may
be made on any securities exchange where the shares of Common Stock are traded,
in the over-the-counter market or in negotiated transactions and may be on such
terms as to price, delivery and otherwise as KeyCorp may determine. In addition
such purchases may be made through newly issued shares.

2. In making purchases for the participant's account, KeyCorp will
commingle the participant's funds with those of other shareholders of the
Company participating in the Plan. The price at which KeyCorp shall be deemed to
have acquired shares for the participant's account shall be the average price of
all shares purchased by it for all participants in the Plan with funds
concurrently applied to such purchase as provided for herein. KeyCorp shall hold
the shares of all participants together in its name or in the name of its
nominee. KeyCorp shall have no responsibility for any fluctuations in the market
price of the Shares acquired for the participant's account. It is understood
that applicable law or the closing of securities markets may require the
temporary curtailment or suspension of purchases of shares under the Plan.
KeyCorp shall not be accountable for its inability to make purchases at such
time. If such curtailment or suspension continues for a period longer than 90
days KeyCorp will promptly mail to the participant a check payable to his or her
order in the amount of any unapplied funds in his account.

3. KeyCorp will mail to the participant a statement confirming
purchases made as soon as practicable after the completion thereof. No
certificates for shares will be issued to a participant until his or her account
is terminated or unless he or she so requests in writing. No certificate for a
fractional Share will be issued.

4. All expenses associated with the Plan will be paid by the Company
except for service charges, brokerage commissions and any applicable taxes upon
the sale of full Shares at the instruction of the participant upon termination
of his interest in the Plan as provided in Item 6 or 7 below.

5. KeyCorp will vote any full Shares that it holds for a participant in
accordance with the proxy returned by the participant to the Company for shares
owned of record by the participant.

6. Participation in the Plan may be terminated by written notice from
the Participant received by KeyCorp prior to 15 days before the next dividend
record date and shall be terminated by written notice similarly received of the
death or adjudicated incompetency of a participant. In the event written notice
of termination, death or adjudicated incompetency is received by KeyCorp within
15 days before the next dividend record date, and prior to the determination by
KeyCorp of the number of shares purchased for the participant following such
dividend record date, participation in the Plan shall be terminated immediately
following such determination. Upon termination by reason of notice of death or
adjudicated incompetency no purchase of shares shall be made for the
participant's account and the participant's shares and any cash dividends paid
thereon shall be retained by KeyCorp subject to these Terms and Conditions until
such time as such participant's legal representative shall have furnished proof
satisfactory to KeyCorp of his or her right to receive payment. Upon
termination, KeyCorp will send the participant a certificate for the full shares
in his account and a check in an amount equal to the value of any fractional
Share equivalents based upon the then current market price of a full Share. In
connection with any termination by a participant, KeyCorp, upon receipt of
written instruction from a participant, will sell his or her full shares as soon

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as practicable following termination and send to him or her a check representing
the proceeds, less a service charge of $5.00, brokerage commissions, and any
applicable taxes.

7. KeyCorp may terminate the Plan or a participant's interest therein
by notice in writing mailed to the participant. In such event KeyCorp will,
unless advised to the contrary, sell the full and fractional shares in the
participant's account and send to him or her a check representing the proceeds
less a service charge of $5.00, brokerage commissions, and any applicable taxes.

8. Any dividends in the form of shares and any shares resulting from a
split of Common Stock distributed by the Company on shares accumulated in the
participant's account under the Plan will be credited to the participant's
account and reflected in the statement described in Item 3 above. In the event
that the Company makes available to the holders of its shares (1) rights to
purchase additional shares or other securities of the Company, or (2) any
securities of any other issuer or securities of any class of the Company other
than shares, KeyCorp will promptly sell such rights or other securities accruing
to the shares held in the participant's plan account. The price at which KeyCorp
shall be deemed to have sold such rights or securities for the participant's
account shall be the average price of all such rights or securities sold for all
participants in the Plan. The net proceeds of such sale shall be invested in the
same manner as cash dividends are invested under the Plan.

9. KeyCorp shall not be liable hereunder for any act done in good
faith, or for any good faith omission to act, including, without limitation, any
claims of liability (1) arising out of any such act or omission to act that
occurs prior to the termination of participation pursuant to Item 6 or 7 above,
and (2) with respect to the prices at which shares are purchased or other
securities are sold for the participant's account and the times such purchases
or sales are made.

10. Any notice, instruction, request, or election which by any
provision of the Plan is required or permitted to be given or made by the
participant to KeyCorp shall be in writing addressed to KeyCorp Shareholder
Services, Inc., Reinvestment Services, P.O. Box 92564, Cleveland, Ohio
44197-9891 or such other address as KeyCorp shall furnish to the participant,
and shall have been deemed to be given or made when received by KeyCorp.

11. Any notice or other communication which by any provision of the
Plan is required to be given by KeyCorp to the participant shall be in writing
and shall be deemed to have been sufficiently given for all purposes by being
deposited postage prepaid in a post office letter box addressed to the
participant at his address as it shall last appear on KeyCorp's records.

12. The Plan is offered only to shareholders within the United States
or its possessions.

13. The Terms and Conditions of this authorization and of the Plan and
its operation shall be governed by the laws of the State of Ohio.

VALIDITY OF SHARES

The validity of the Common Shares offered hereby will be passed upon by
Calfee, Halter & Griswold, 1400 McDonald Investment Center, 800 Superior Avenue,
Cleveland, Ohio 44114-2688.

EXPERTS

The consolidated financial statements incorporated in this prospectus
by reference from National Bancshares Corporation's Annual Report on Form 10-K
for the year ended December 31, 1994 have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their report, which is incorporated herein by
reference, and have been so incorporated in reliance upon the report of such
firm given upon their authority as experts in accounting and auditing.

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USE OF PROCEEDS

National Bancshares Corporation does not know the number of Shares that
will be sold under the Plan, or the prices thereof, but National Bancshares
Corporation intends to add the proceeds it receives from the sales to its
general funds. Such proceeds will be available for general corporate purposes.
National Bancshare Corporation is unable to estimate the amount of proceeds
which will be devoted to any specific purpose.

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TABLE OF CONTENTS

Available Information . . . . . . . . . . . . . 1

Incorporation by Reference . . . . . . . . . . 1

The Company . . . . . . . . . . . . . . . . . . 1

National Bancshares
Corporation Dividend
Reinvestment Plan . . . . . . . . . . . . . . . 1

Validity of Shares . . . . . . . . . . . . . . 6

Experts . . . . . . . . . . . . . . . . . . . . 6

Use of Proceeds . . . . . . . . . . . . . . . . 7

No person has been authorized to give any information or to
make any representations not contained in this Prospectus in
connection with the offer contained in this Prospectus, and,
if given or made, such information or representations must not
be relied upon as having been authorized by National
Bancshares Corporation. This Prospectus does not constitute an
offer to sell or a solicitation of an offer to buy any of the
securities offered hereby in any jurisdiction to any person to
whom it is unlawful to make such offer or solicitation in such
jurisdiction. This Prospectus does not constitute an offer to
sell or a solicitation of an offer to buy any securities other
than those to which it relates. The delivery of this
Prospectus at any time does not imply that information herein
is correct at any time subsequent to its date.

NATIONAL BANCSHARES

CORPORATION

DIVIDEND REINVESTMENT PLAN

PROSPECTUS

September 28, 1995

PART II.

INFORMATION NOT REQUIRED IN THE PROSPECTUS

The term "Company" refers to National Bancshares Corporation

Item 14. Other Expenses of Issuance and Distribution.

Estimated expenses of the Company in connection with the issuance and
distribution of the Common Shares:

Registration fee - Securities and Exchange Commission . . . . . . . . . . . . . . . . $1,448.28

Blue sky fees and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,500.00

Printing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $500.00

Legal fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $2,000.00

Accountants' fees and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . $500.00

Miscellaneous expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $51.72

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $6,000.00

Item 15. Indemnification of Directors and Officers.

Ohio Revised Code Section 1701.13(E) (incorporated herein by
reference as Exhibit 99.1) provides that a corporation may indemnify or agree to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, by reason of the fact that he or
she is or was a Director, officer, employee or agent of the corporation, against
expenses actually incurred by such person in connection with an action if he or
she acted in good faith and in a manner not opposed to the best interests of the
corporation.

Article VIII of the Registrant's Amended Articles of
Incorporation (incorporated herein by reference as Exhibit 99.2) provides the
Registrant with the power to indemnify its present and past directors, officers,
employees and agents to the full extent permitted under, and subject to the
limitations of, Title 17 of the Ohio Revised Code.

Item 16. Exhibits

See Exhibit Index, page S-4.

Item 17. Undertakings.

Rule 415 Offering

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement:

(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement;

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(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement;

provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8
and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed with the Commission by the registrant pursuant to section
13 or section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.

Filings Incorporating Subsequent Exchange Act Documents by Reference

The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, National
Bancshares Corporation certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement or Amendment thereto to be signed on its behalf by the
undersigned, thereunto duly authorized in Orrville, Ohio, on the 28th day of
September, 1995.

NATIONAL BANCSHARES CORPORATION

By /s/ Charles J. Dolezal
--------------------------------
Charles J. Dolezal
Chairman, President and
Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or Amendment thereto has been signed by the following
persons in the capacities and on the 28th day of September, 1995.

S-2
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Signature Title
--------- -----

/s/ Charles J. Dolezal Chairman, President, Chief
- - ------------------------------- Executive Officer and
Charles J. Dolezal Director (Principal Executive
Officer)

/s/ Michael D. Hofstetter Senior Vice President,
- - ------------------------------- Secretary and Treasurer
Michael D. Hofstetter (Principal Financial and
Accounting Officer)

/s/ Sara Balzarini Director
- - -------------------------------
Sara Balzarini

/s/ James L. Gerber Director
- - -------------------------------
James L. Gerber

/s/ Ray D. Gill Director
- - -------------------------------
Ray D. Gill

/s/ John W. Kropf Director
- - -------------------------------
John W. Kropf

/s/ Steve Schmid Director
- - -------------------------------
Steve Schmid

/s/ Paul H. Smucker Director
- - -------------------------------
Paul H. Smucker

/s/ John E. Sprunger Director
- - -------------------------------
John E. Sprunger

/s/ James F. Woolley Director
- - -------------------------------
James F. Woolley

S-3

EXHIBIT INDEX

Exhibit
Number Description of Document

4.1 Amended Articles of Incorporation, as amended, of the
Registrant

4.2 Code of Regulations, as amended, of the Registrant

5.1 Opinion of Calfee, Halter & Griswold as to the validity of the
shares being offered

23.1 Consent of Calfee, Halter & Griswold (included in Exhibit 5.1)

23.2 Consent of Deloitte & Touche, L.L.P.

99.1 Ohio Revised Code Section 1701.13(E), pertaining to
indemnification of Directors and officers

99.2 Article VIII of the Registrant's Amended Articles of
Incorporation (included in Exhibit 4.1)

S-4