1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

-----------------------
FORM 10-K
ANNUAL REPORT
-----------------------
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
X SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
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For the fiscal year ended December 31, 1998
-----------------
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
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For the transition period from . . . . . . to . . . . . .
Commission file number 0-20255
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Mahoning National Bancorp, Inc.
-------------------------------
(Exact name of registrant as specified in its charter)

OHIO 34-1692031
---- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)

23 FEDERAL PLAZA, YOUNGSTOWN, OH 44501-0479
-------------------------------- ----------
(Address of principal executive offices) (Zip Code)
(330) 742-7000
--------------
(Registrant's telephone number)
Securities registered pursuant to Section 12(b) of the Act:
NONE
----
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, NO PAR VALUE, STATED VALUE $1.00
----------------------------------------------
(Title of Class)

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. /X/

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 and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
--- ---

The aggregate market value of Common Stock, No Par Value, $1 Stated
Value Per Share, held by non-affiliates on February 28, 1999, was approximately
$170,000,000.

As of February 28, 1999, there were 6,300,000 shares of Common Stock,
No Par Value, $1 Stated Value Per Share, issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

(1) Portions of the registrant's Annual Report to Shareholders for the year
ended December 31, 1998, are incorporated by reference into Parts I,
II, and IV.

(2) The Notice of Annual Meeting of Shareholders and Proxy Statement
relating to the 1999 Annual Meeting of Shareholders of the Corporation
on March 16, 1999, is incorporated by reference into Part III.

Mahoning National Bancorp, Inc.
Form 10-K

PART I

ITEM 1. BUSINESS

Mahoning National Bancorp, Inc. ("the Registrant") was incorporated in
1992 under the laws of the state of Ohio as a bank holding company.

The Registrant has one wholly-owned subsidiary, The Mahoning National
Bank of Youngstown (Mahoning National), which was organized under the
laws of the State of Ohio in 1868.

The Registrant has no employees; however, as of December 31, 1998
Mahoning National employed approximately 375 full-time equivalent
employees.

The Registrant and its subsidiary do not have any banking offices in a
foreign country and with the exception of State of Israel Bonds
totaling $60 thousand, has no foreign assets, liabilities or related
income and expense for the years presented.

A description of the Registrant's business and discussion of operations
is set forth on pages 19 through 29 of the 1998 Annual Report to
Shareholders, included in this Form 10-K as Exhibit 13, and is
incorporated herein by reference.

The following additional financial information as required under Guide
3 disclosure is included in this Form 10-K and is incorporated herein
by reference:

Items I - Distribution of Assets, Liabilities and Stockholders' Equity;
Interest Rates and Interest Differential - The information required is
contained in Management's Discussion and Analysis on pages 20 through
29 in the 1998 Annual Report to Shareholders, included in this Form
10-K as Exhibit 13, incorporated herein by reference.

Mahoning National Bancorp, Inc.
Form 10-K

Item II - Investment Portfolio

The carrying values, fair values, average yields and maturity distributions of
all investment securities are summarized in the following table.

December 31, 1998 December 31, 1997
AVAILABLE FOR SALE:
Carrying Fair Average Carrying Fair Average
(Amounts in thousands) Value Value Yield* Value Value Yield*
-------------------------------------------------------------------- ------------------------------------

U.S. Treasury and agencies:
Within one year $ 35,252 $ 35,252 6.00% $ 4,992 $ 4,992 5.47%
After one but within five years 178,363 178,363 5.96% 161,290 161,290 6.14%
---------------------------------- ------------------------------------
213,615 213,615 5.97% 166,282 166,282 6.12%

Mortgaged-backed securities and
collateralized mortgage obligations:
Within one year 2,753 2,753 6.59% 874 874 9.16%
After one but within five years 194 194 9.43% 4,284 4,284 6.78%
After five but within ten years 573 573 9.30% - - -
---------------------------------- ------------------------------------
3,520 3,520 7.19% 5,158 5,158 7.18%

Obligations of states and political
subdivisions:
Within one year 2,345 2,345 4.46% 2,273 2,273 4.67%
After one but within five years 17,813 17,813 4.20% 11,813 11,813 4.40%
After five but within ten years - - - 500 500 4.30%
---------------------------------- ------------------------------------
20,158 20,158 4.23% 14,586 14,586 4.44%

Other 3,744 3,744 3,552 3,552
----------------------- ------------------------
Total investment securities $ 241,037 $ 241,037 $ 189,578 $ 189,578
======================= ========================

December 31, 1996
AVAILABLE FOR SALE:
Carrying Fair Average
(Amounts in thousands) Value Value Yield*
------------------------------------------------------------------------

U.S. Treasury and agencies:
Within one year $ 25,045 $ 25,045 6.85%
After one but within five years 99,906 99,906 6.11%
----------------------------------------
124,951 124,951 6.26%

Mortgaged-backed securities and
collateralized mortgage obligations:
Within one year - - -
After one but within five years 5,009 5,009 7.14%
After five but within ten years 393 393 9.36%
----------------------------------------
5,402 5,402 7.30%

Obligations of states and political
subdivisions:
Within one year 1,543 1,543 4.64%
After one but within five years 8,205 8,205 4.48%
After five but within ten years 126 126 4.65%
----------------------------------------
9,874 9,874 4.51%

Other 3,373 3,373
-------------------------
Total investment securities $ 143,600 $ 143,600
=========================

December 31, 1998 December 31, 1997
HELD TO MATURITY:
Carrying Fair Average Carrying Fair Average
(Amounts in thousands) Value Value Yield* Value Value Yield*
---------------------------------------------------------------------- -----------------------------------

U.S. Treasury and agencies:
Within one year $ 14,998 $ 14,998 5.40% $ 35,942 $ 35,938 5.77%
After one but within five years - - - 14,982 14,937 5.40%
----------------------------------- -----------------------------------
14,998 14,998 5.40% 50,924 50,875 5.66%

Obligations of states and political
subdivisions:
Within one year 2,624 2,646 4.47% 1,339 1,347 4.46%
After one but within five years 6,228 6,332 4.41% 8,855 8,966 4.43%
----------------------------------- ----------------------------------
8,852 8,978 4.43% 10,194 10,313 4.43%

Other 60 60 60 60
------------------------ -----------------------
Total investment securities $ 23,910 $ 24,036 $ 61,178 $ 61,248
======================== =======================

December 31, 1996
HELD TO MATURITY:
Carrying Fair Average
(Amounts in thousands) Value Value Yield*
--------------------------------- -------------------------------------

U.S. Treasury and agencies:
Within one year $ 23,549 $ 23,573 5.94%
After one but within five years 50,785 50,599 5.66%
-------------------------------------
74,334 74,172 5.75%

Obligations of states and political
subdivisions:
Within one year 1,142 1,143 3.66%
After one but within five years 10,196 10,271 4.43%
-------------------------------------
11,338 11,414 4.35%

Other 60 60
-------------------------
Total investment securities $ 85,732 $ 85,646
=========================

* Yields on tax exempt securities have not been calculated on a tax
equivalent basis.

Mahoning National Bancorp, Inc.
Form 10-K

Item III - Loan Portfolio - The information required is contained in
Management's Discussion and Analysis on pages 20 through 23 in the 1998
Annual Report to Shareholders, included in this Form 10-K as Exhibit
13, incorporated herein by reference. Potential problem loans at
December 31, 1998, that were not disclosed as nonaccrual, accruing
loans 90 days or more past due or troubled debt restructurings totaled
$3.528 million. These loans represent borrowers with possible credit
problems that may effect the ability of the borrowers to comply with
the present loan repayment terms and result in the disclosure of such
loans pursuant to Item III. C.1. All interest bearing assets have been
disclosed as required under Item III. C.1. or 2.

Item IV - Summary of Loan Loss Experience - The information required is
contained in Management's Discussion and Analysis on pages 22 and 23 in
the 1998 Annual Report to Shareholders, included in this Form 10-K as
Exhibit 13, incorporated herein by reference.

Item V - Deposits - The information required is contained in
Management's Discussion and Analysis on pages 24 and 28 in the 1998
Annual Report to Shareholders, included in this Form 10-K as Exhibit
13, incorporated herein by reference.

Item VI - Return on Equity and Assets - The information required can be
found on page 18 of the 1998 Annual Report to Shareholders, included in
this Form 10-K as Exhibit 13, incorporated herein by reference. In
addition, the average equity to average asset ratio for the previous
five years was as follows:

1998 - 11.51%
1997 - 10.56%
1996 - 9.78%
1995 - 9.14%
1994 - 8.67%

Item VII - Short Term Borrowing - The information required can be found
on page 1 Consolidated Statements of Financial Condition, for year end
balances, and on page 9, Note G - Short Term Borrowings, of the 1998
Annual Report to Shareholders, included in this Form 10-K as Exhibit
13, incorporated herein by reference.

Listed below are the names, ages, positions held and terms in office
for the Registrant's executive officers and their positions held with
the sole subsidiary, The Mahoning National Bank of Youngstown. The
executive officers of the Registrant and the subsidiary serve at the
direction of the Board of Directors, and are elected annually by the
Board of Directors of the appropriate entity.

Gregory L. Ridler
Age - 52

Current Positions - Chairman of the Board, President and Chief
Executive Officer of Mahoning National Bancorp, Inc. (1992).
President and Chief Executive Officer of Mahoning National
Bank (1989).

Mahoning National Bancorp, Inc.
Form 10-K

Norman E. Benden, Jr.
Age - 40

Current Positions - Secretary and Treasurer for Mahoning
National Bancorp, Inc. (1998). Senior Vice President and Chief
Financial Officer of Mahoning National Bank(1996).

Previous five year experience - Treasurer for Mahoning
National Bancorp, Inc. (1992) Senior Vice President and
Comptroller of Mahoning National Bank (1994).

ITEM 2. PROPERTIES

The main office of the Registrant and its sole subsidiary, Mahoning
National, is a thirteen-story office building located at 23 Federal
Plaza in Youngstown, Ohio. Mahoning National owns both the land and the
building at this location. The Registrant and Mahoning National occupy,
and use for banking business 81,521 square feet of the approximately
182,000 square feet of usable space. The remainder of the building is
leased to business and professional tenants.

The Campbell branch office of Mahoning National is located at 809
McCartney Road, Campbell, Ohio. This 3,600 square foot office is used
strictly for banking services. Mahoning National owns both the land and
building at this location.

The South and Midlothian branch of Mahoning National is located at 525
E. Midlothian, Youngstown, Ohio. This 3,400 square foot office is used
strictly for banking services. Mahoning National owns both the land and
building at this location.

The Kinsman branch office of Mahoning National is located at 8222 Main
Street, Kinsman, Ohio. This 4,680 square foot office is used strictly
for banking services. Mahoning National owns both the land and building
at this location.

The Brookfield branch office of Mahoning National is located at 579
Bedford Road, Brookfield, Ohio. This 3,700 square foot office is used
strictly for banking services. Mahoning National owns both the land and
the building at this location.

The South & 224 branch office of Mahoning National, a 3,460 square foot
office located at 7235 South Avenue, Youngstown, Ohio is used strictly
for banking services. Mahoning National owns the building but leases
the land at this location. The lease on the land at South & 224 expires
on 05/31/04 with two 5 year options.

The Boardman branch office of Mahoning National is located at 711
Boardman-Canfield Road, Boardman, Ohio. This 3,500 square foot office
is used strictly for banking services. Mahoning National owns both the
land and building at this location.

The Canfield branch office of Mahoning National is located at 11 Manor
Hill Drive, Canfield, Ohio. This 3,100 square foot office is used
strictly for banking services. Mahoning National owns both the land and
building at this location.

The Austintown branch office of Mahoning National Bank located at 6010
Mahoning Avenue was constructed in the fourth quarter of 1998. This
3,600 square foot office is used strictly for banking services.
Mahoning National owns both the land and building at this location. In
January 1999, the Company consolidated its Jackson Milton and Wedgewood
branch offices into the Austintown branch office.

Mahoning National Bancorp, Inc.
Form 10-K

The Registrant's subsidiary, Mahoning National maintains an additional
twelve banking offices which are located in Mahoning and Trumbull
Counties in northeastern Ohio. All of these locations are leased and
used strictly for banking services.

All of the properties owned or leased by the Registrant's subsidiary
are considered by management to be suitable and adequate for current
operations.

ITEM 3. LEGAL PROCEEDINGS

There is no pending material litigation, other than the ordinary
routine litigation incidental to the business, to which the Registrant
or its subsidiary is a party to or of which any property is subject to.
Further, there are no material proceedings to which any director,
officer or affiliate of the Registrant, or any associate of any such
director, officer or affiliate is a party adverse to the Registrant or
its subsidiary.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter was submitted to a vote of security holders of the Registrant
during the fourth quarter of 1998.

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS

Market Information:

Effective January 5, 1998, the Company's common shares were listed on
The Nasdaq Stock Market under the symbol "MGNB". Currently the
following four brokerage firms serve as market makers for the Company's
common stock: McDonald & Company Securities, Inc., Sandler O'Neill &
Partners, L.P., F. J. Morrissey & Co., Inc. and Everen Securities, Inc.
The following table lists the high and low sales prices as reported by
The Nasdaq Stock Market for 1998. Prior to January 5, 1998, the
Company's common shares were traded Over-the-Counter, generally in the
Youngstown area. The price information reported for 1997 reflects the
high and low bid prices for the year and does not necessarily reflect
prices in actual transactions.

Quarter 1998 1997
---- ----
High Low High Low
---- --- ---- ---

1st $39.00 $26.00 $22.75 $21.50
2nd 45.50 34.25 22.50 21.50
3rd 44.00 32.00 26.25 22.50
4th 34.50 28.25 33.00 26.00

For additional information on the Company's common stock and related
stockholder matters refer to Note-L on pages 11 and 12 of the 1998
Annual Report to Shareholders, included in this Form 10-K as Exhibit
13, incorporated herein by reference.

Mahoning National Bancorp, Inc.
Form 10-K

Holders of Registrant's Stock:

At the close of business on January 31, 1999 there were approximately
1,544 stockholders of record of Mahoning National Bancorp, Inc. common
stock.

Dividend Information:

The following table lists the frequency and amount of cash dividends
declared in the past two years. While the Company expects comparable
cash dividends will be paid in the future, they will be dependent upon
earnings, financial condition of the Company and other business
factors.

Quarter
1998 1997
---- ----

1st $0.21 $0.16
2nd 0.21 0.16
3rd 0.21 0.16
4th 0.26 0.21

The dividend payout ratio of the Registrant for the past five years was
as follows:

1998 = 40.45%
1997 = 33.59%
1996 = 30.66%
1995 = 29.09%
1994 = 29.07%

ITEM 6. SELECTED FINANCIAL DATA

The selected financial data for each of the five years in the period
ending December 31, 1998 can be found on page 18 in the 1998 Annual
Report to Shareholders, included in this Form 10-K as Exhibit 13,
incorporated herein by reference.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

This information is contained on pages 20 through 29 in the 1998 Annual
Report to Shareholders, included in this Form 10-K as Exhibit 13,
incorporated herein by reference.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

This information is contained on pages 28 and 29 in the 1998 Annual
Report to Shareholders, included in this Form 10-K as Exhibit 13,
incorporated herein by reference.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The Consolidated Financial Statements, Notes to Consolidated Financial
Statements, and the Report of Independent Auditors can be found on
pages 1 through 16 of the 1998 Annual Report to Shareholders, included
in this Form 10-K as Exhibit 13, incorporated herein by reference.

Mahoning National Bancorp, Inc.
Form 10-K

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

Not Applicable.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information set forth under the caption "Election of Directors and
Information with Respect to Directors and Officers" on pages 2 and 3 of
the Notice of Annual Meeting and Proxy Statement, included in this Form
10-K as Exhibit 99(a), is incorporated herein by reference.

The executive officers of the Registrant are listed under Item 1 of
this document.

Compliance with Section 16(a) of the Securities Exchange Act of 1934.

The information pertaining to compliance with Section 16(a) of
the Securities Exchange Act of 1934 can be found on page 11 of
the Notice of Annual Meeting and Proxy Statement, included in
this Form 10-K as Exhibit 99(a), incorporated herein by
reference.

ITEM 11. EXECUTIVE COMPENSATION

The information pertaining to executive compensation can be found on
pages 6 through 10 of the Notice of Annual Meeting and Proxy Statement,
included in this Form 10-K as Exhibit 99(a), incorporated herein by
reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

(a) Security ownership of certain beneficial owners.
None

(b) Security ownership of management.

The information pertaining to security ownership of management
can be found on page 4 of the Notice of Annual Meeting and
Proxy Statement, included in this Form 10-K as Exhibit 99(a),
incorporated herein by reference.

The following details the security ownership of the executive
officers of the Registrant:

Norman E. Benden, Jr. - 3,482 shares of common stock
(.055% of class)

(c) Changes in control.
There are no contracts or arrangements known to the
Registrant, that at a subsequent date, could result in a
change in control of the Registrant.

Mahoning National Bancorp, Inc.
Form 10-K

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTION

The information pertaining to certain relationships and related
transactions can be found under the caption "Transactions with
Management" on page 11 of the Notice of Annual Meeting and Proxy
Statement, included in this Form 10-K as Exhibit 99(a), incorporated
herein by reference.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a) 1. Financial Statements:
The following consolidated financial statements of the
Registrant appear on pages 1 through 16 of the Registrant's
1998 Annual Report to Shareholders, Exhibit 13 to this Form
10-K, and are incorporated herein by reference:
Consolidated Statements of Financial Condition -
December 31, 1998 and 1997
Consolidated Statements of Income -
Three years ended December 31, 1998
Consolidated Statements of Changes in
Stockholders' Equity -
Three years ended December 31, 1998
Consolidated Statements of Cash Flows -
Three years ended December 31, 1998
Notes to Consolidated Financial Statements
Report of Independent Auditors

2. Financial Statement Schedules:
Schedules normally required of Form 10-K are omitted since the
required information is not applicable, not deemed material or
is shown in the respective consolidated financial statements
or notes thereto.

(b) 1. Reports on Form 8-K:
No reports on Form 8-K were filed by the Registrant during the
fourth quarter of 1998.

(2) Plan of Acquisition, Reorganization, Arrangement,
Liquidation or Succession. Not applicable.

(3a) The Articles of Incorporation of Mahoning National
Bancorp, Inc., filed on the Registrant's Form S-4,
File # 33-45045 effective February 11, 1992, in
addition Form 8-K, dated March 21, 1995,
Certificate of Amendment by Shareholders to the
Articles of Incorporation of Mahoning National
Bancorp, Inc., and Form 8-K, dated March 19, 1996,
Certificate of Amendment by Shareholders to the
Articles of Incorporation of Mahoning National
Bancorp, Inc., and Amendment of Article Fourth of
the Articles of Incorporation of Mahoning National
Bancorp, Inc., is incorporated herein by
reference.

Mahoning National Bancorp, Inc.
Form 10-K

(3b) The Bylaws of Mahoning National Bancorp, Inc.,
filed on the Registrant's Form S-4, File #33-45045
effective February 11, 1992, is incorporated
herein by reference.

(4) Instruments defining the Rights of Security
Holders, Including Indentures, filed on the
Registrant's Form S-4, File #33-45045 effective
February 11, 1992, is incorporated herein by
reference.

(9) Voting Trust Agreement
Not applicable.

(10) Material Contracts:

(10a) Change-In-Control Protective Agreement
between Mahoning National Bancorp, Inc., and
Norman E. Benden, Jr. - Secretary and
Treasurer (Mahoning National Bancorp, Inc.),
Senior Vice President and Chief Financial
Officer (Mahoning National Bank of
Youngstown), filed with the Registrant's
Form 10-Q dated June 30, 1997, is
incorporated herein by reference.

(10b) Change-In-Control Protective Agreement
between Mahoning National Bancorp, Inc., and
Gregory L. Ridler - Chairman of the Board,
President and Chief Executive Officer
(Mahoning National Bancorp, Inc.), President
and Chief Executive Officer (Mahoning
National Bank of Youngstown), filed with the
Registrant's Form 10-Q dated June 30, 1997,
is incorporated herein by reference.

(10c) Change-In-Control Protective Agreement
between Mahoning National Bancorp, Inc., and
Karen R. DeSalvo - Vice President -
Marketing (Mahoning National Bank of
Youngstown), filed with the Registrant's
Form 10-Q dated June 30, 1997, is
incorporated herein by reference.

(10d) Change-In-Control Protective Agreement
between Mahoning National Bancorp, Inc., and
Martha Drabiski - Vice President, Auditor
and Compliance Officer (Mahoning National
Bank of Youngstown), filed with the
Registrant's Form 10-Q dated September 30,
1998 is incorporated herein by reference.

(10e) Change-In-Control Protective Agreement
between Mahoning National Bancorp, Inc., and
Frank Hierro - Senior Vice President
(Mahoning National Bank of Youngstown),
filed with the Registrant's Form 10-Q dated
June 30, 1997, is incorporated herein by
reference.

(10f) Change-In-Control Protective Agreement
between Mahoning National Bancorp, Inc., and
Dexter Hollen - Vice President

Mahoning National Bancorp, Inc.
Form 10-K

(Mahoning National Bank of Youngstown),
filed with the Registrant's Form 10-Q dated
June 30, 1997, is incorporated herein by
reference.

(10g) Change-In-Control Protective Agreement
between Mahoning National Bancorp, Inc., and
John R. Lewis - Senior Vice President
(Mahoning National Bank of Youngstown),
filed with the Registrant's Form 10-Q dated
June 30, 1997, is incorporated herein by
reference.

(10h) Change-In-Control Protective Agreement
between Mahoning National Bancorp, Inc., and
J. David Sabine - Senior Vice President and
Senior Trust Officer (Mahoning National Bank
of Youngstown), filed with the Registrant's
Form 10-Q dated June 30, 1997, is
incorporated herein by reference.

(10i) Change-In-Control Protective Agreement
between Mahoning National Bancorp, Inc., and
David E. Westerburg - Senior Vice President
(Mahoning National Bank of Youngstown),
filed with the Registrant's Form 10-Q dated
June 30, 1997, is incorporated herein by
reference.

(10j) Change-In-Control Protective Agreement
between Mahoning National Bancorp, Inc., and
Donna J. Mowrey - Vice President Human
Resources (Mahoning National Bank of
Youngstown), filed with the Registrant's
Form 10-K dated December 31, 1997, is
incorporated herein by reference.

(10k) Supplemental Executive Retirement Plan
between Mahoning National Bank of Youngstown
and Gregory L. Ridler, originally filed with
the Registrant's Form 10-K dated December
31, 1995, was amended and refiled with the
Registrant's Form 10-Q dated June 30, 1997,
and is incorporated herein by reference.

(10l) Split Dollar Life Insurance Plan between
Mahoning National Bank and Gregory L. Ridler
filed with the Registrant's Form 10-Q dated
June 30, 1997, is incorporated herein by
reference.

(10m) Executive Phantom Stock Bonus Plan, as
amended December 14, 1998, between The
Mahoning National Bank of Youngstown and
Norman E. Benden, Jr., included in this form
as Exhibit 10(m), is incorporated herein by
reference.

(10n) Executive Phantom Stock Bonus Plan, as
amended December 14, 1998, between The

Mahoning National Bancorp, Inc.
Form 10-K

Mahoning National Bank of Youngstown and
Frank Hierro, included in this form as
Exhibit 10(n), is incorporated herein by
reference.

(10o) Executive Phantom Stock Bonus Plan, as
amended December 14, 1998, between The
Mahoning National Bank of Youngstown and
Gregory L. Ridler, included in this form as
Exhibit 10(o), is incorporated herein by
reference.

(10p) Executive Phantom Stock Bonus Plan, as
amended December 14, 1998, between The
Mahoning National Bank of Youngstown and
David E. Westerburg, included in this form
as Exhibit 10(p), is incorporated herein by
reference.

(10q) Executive Deferred Cash Bonus Plan between
The Mahoning National Bank of Youngstown and
Parker T. McHenry, filed with the
Registrant's Form 10-Q dated September 30,
1997, is incorporated herein by reference.

(11) Statement Regarding Computation of Per Share
Earnings.

The necessary information can be found under
Note A-12 of the Notes to Consolidated
Financial Statements on page 6 of the 1998
Annual Report to Shareholders, included in
this Form 10-K as Exhibit 13, incorporated
herein by reference.

(12) Statement Regarding Computation of Ratios.
Not applicable.

(13) 1998 Annual Report to Shareholders.

(16) Letter Regarding Change in Certifying
Accountant. Not applicable.

(18) Letter Regarding Change in Accounting
Principles Not applicable.

(21) Subsidiaries of the Registrant.

(22) Published Report Regarding Matters Submitted
to Vote of Security Holders. Not applicable.

(23) Consents of Experts and Counsel. Not
applicable.

(24) Power of Attorney. Not applicable.

Mahoning National Bancorp, Inc.
Form 10-K

(27) Financial Data Schedule.

(28) Information from Reports Furnished to State
Insurance Regulatory Authorities. Not
applicable.

(99) Additional Exhibits.

(a) The Registrant's Notice of Annual Meeting
and Proxy Statement dated March 16, 1999.

SIGNATURES

Pursuant to the requirement of Section 13 or 15(d) 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 on the 16th day of March,
1999.

MAHONING NATIONAL BANCORP, INC.
(Registrant)

/s/ Gregory L. Ridler
------------------------------
GREGORY L. RIDLER
President
(Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities indicated on the 16th day of March, 1999.

/s/ Norman E. Benden, Jr. /s/ Gregory L. Ridler
- -------------------------------------- ------------------------------------
Norman E. Benden, Jr. - Secretary and Gregory L. Ridler
Treasurer (Principal Financial and Chairman of the Board,
Accounting Officer) President and Chief Executive Officer

/s/ William J. Bresnahan /s/ Warren P. Williamson, III
- -------------------------------------- ------------------------------------
William J. Bresnahan - Director Warren P. Williamson, III- Director

/s/ Daniel B. Roth /s/ Charles J. McCrudden, Jr.
- -------------------------------------- ------------------------------------
Daniel B. Roth - Director Charles J. McCrudden, Jr.- Director

Mahoning National Bancorp, Inc.
Form 10-K

EXHIBIT INDEX

Exhibit
Number

10(m) Executive Phantom Stock Bonus Plan (as Amended December 14, 1998)-
Norman E. Benden, Jr.

10(n) Executive Phantom Stock Bonus Plan (as Amended December 14, 1998)-
Frank Hierro

10(o) Executive Phantom Stock Bonus Plan (as Amended December 14, 1998)-
Gregory L. Ridler

10(p) Executive Phantom Stock Bonus Plan (as Amended December 14, 1998)-David
E. Westerburg

13 1998 Annual Report to Shareholders

21 Subsidiaries of the Registrant

27 Financial Data Schedule

99(a) Registrant's Notice of Annual Meeting and Proxy Statement dated
March 16, 1999