8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

(Date of Report (date of earliest event reported)) : February 21, 2006

National Bancshares Corporation

(Exact name of registrant specified in its charter)

Ohio	0-14773	34-1518564
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

112 West Market Street, Orrville, Ohio	44667
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (330) 682-1010

[not applicable]

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

TABLE OF CONTENTS

EX-99.1 Press Release

Item 7.01 Regulation FD Disclosure

PRESS RELEASE: On February 21, 2006, National Bancshares Corporation issued a press release containing financial information and accompanying discussion for the year ended December 31, 2005. A copy of the press release is attached to this Current Report as Exhibit 99.1 and is incorporated into this report by reference.

ITEM 9.01 Exhibits

(c)	Exhibits
	Exhibit 99.1 National Bancshares Corporation press release dated February 21, 2006 containing financial information and accompanying discussion for the year ended December 31, 2005.

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Signatures

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	National Bancshares Corporation
Date: February 21, 2006	/s/ Charles J. Dolezal
	Charles J. Dolezal
	President and Chief Executive Officer

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EX-99.1

Exhibit 99.1

PRESS RELEASE
RELEASE DATE: February 21, 2006

First National Bank Reflects on 2005 as Year of Development

ORRVILLE, Ohio, February 21, 2006 / PR NEWSWIRE/ – 2005 was a year of changes, challenges, opportunities and focus for National Bancshares Corporation’s subsidiary, First National Bank. “From opening and closing offices, introducing new services, organizational changes and earnings challenges to risk management improvement, it has been a very interesting year for us,” reported Charles Dolezal, President.

In early 2005, First National Bank seized an opportunity to purchase a vacant banking office in the commercial district on the north end of Wooster. This expansion enabled First National to broaden its presence in the Wooster market, and since the opening of the Burbank Road Office, has in total, seen deposits increase 63% in Wooster.

The lease of First National’s Marketplace office, located inside Massillon Wal-Mart, expired in mid 2005 and FNB elected not to renew this lease and to close this location. “The office was not profitable and prospects for future growth at this site were, at best, suspect,” stated Dolezal. Resources from this location were redeployed to other offices including the new Burbank Road office. First National Bank continues to operate a drive-up ATM in the outer parking lot at this location.

First National Bank has embraced positive change in the organization, and commenced a review of product-offerings by a special staff committee. As a result, checking account products were simplified, offering new features. First National rolled out a new money market product with a very attractive interest rate and introduced two new mortgage loan products designed to serve first-time homebuyers and low-to-moderate income customers. Additionally, FNB’s new product line was enhanced with an Overdraft Privilege Service and Online Bill Payment Service. “We continue to encourage and review customer comments to be certain our product offering meets the needs of our organization’s growing customer base,” Dolezal added.

Financial results for 2005 included net income of $2.1 million, down $811 thousand, or 28%, below that of the previous year. “The flattening of the yield curve during the past year has made it challenging to increase net interest income,” explained Dolezal. Non-interest income was down due to sizable capital gains realized in 2004 and not repeated in 2005. Non-interest expenses were up reflecting expenses associated with closing one office and opening another, as well as additional personnel costs from staff realignment. Total assets were off from the previous year-end by $1.5 million. Net loans declined by

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approximately $5.2 million while $7.4 million in fixed rate residential mortgage loans were sold into the secondary market. This sale assisted in controlling the Bank’s interest rate exposure to changes in long-term rates.

National Bancshares long-term history of increased cash dividends continued during this past year. Cash dividends declared, in the amount of 64 cents per share, increased by 4.9% over the previous year. “The market value of our stock declined by 16.9% from year-end 2004 to year-end 2005,” reported Dolezal. “Unfortunately, the market for financial institution stocks has not been kind this past year. Our price followed the direction of many financial stocks, pulled downward by the market as well as by declining earnings. We are optimistic that 2006 will bring increased earnings as well as an improving market for financial stocks.”

In reviewing current and long-range needs of the organization, the management structure and necessary skill sets were reviewed, resulting in consolidation, reorganization and streamlining of certain management duties and responsibilities. “We continue our review to improve other areas of the organization as well. Developmental plans and training programs encompassing many different areas of responsibility in the company are being implemented,” stated Dolezal.

Throughout this past year First National Bank has worked diligently to prepare for required implementation of section 404 of the Sarbanes-Oxley Act. This section of the Act required all controls within the organization to be mapped and tested to ensure the use of proper procedures. “We have recently completed mapping of the controls and have initiated testing. We will be utilizing these processes to improve overall risk management systems within the organization. This will assure that many areas of risk associated with our business are being monitored and measured on an ongoing basis,” reported Dolezal.

First National Bank is celebrating their 125^th year of operation. Beginning as a partnership in 1881, it has grown to 14 offices serving three counties with a staff of over 150 employees. The expansion has been realized through a combination of bank and branch acquisitions and de novo branching. First National Bank is planning activities throughout the year to celebrate this very special anniversary. “We look forward to seeing many of our customers during 2006 and hope that we may have the opportunity to serve your financial needs,” concluded Dolezal.

National Bancshares Corporation’s subsidiary, First National Bank (www.fnborrville.com), is headquartered in Orrville, Ohio, with fourteen banking offices located in Orrville, Wooster, Dalton, Kidron, Smithville, Apple Creek, Mt. Eaton, Massillon, Lodi and Seville. The ticker symbol for National Bancshares Corporation is “NBOH.”

Forward-looking Statements — This press release contains forward-looking statements as referenced in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are necessarily subject to many risks and uncertainties. A number of things could cause actual results to differ materially from those indicated by the forward-looking statements. These include factors such as changes in the competitive marketplace, changes in the interest rate environment, economic conditions, changes in the regulatory environment, changes in business conditions and inflation, risks associated with credit quality and other factors discussed in the Company’s filings with the Security and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2005. The company disclaims any obligation to publicly update or revise any forward-looking statements based on the occurrence of future events, the receipt of new information, or otherwise.

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NATIONAL BANCSHARES CORPORATION
CONSOLIDATED BALANCE SHEETS
December 31, 2005 and 2004

	2005			2004
ASSETS
Cash and due from banks	$	10,985,160		$	11,756,454
Federal funds sold		8,780,000			6,070,000
Total cash and cash equivalents		19,765,160			17,826,454
Securities available for sale		60,091,913			60,461,982
Securities held to maturity (fair value: 2005 - $17,115,020; 2004 - $16,444,769)		16,917,133			15,865,047
Federal bank stock		2,987,050			2,877,850
Loans held for sale		—			57,000
Loans, net of allowance for loan losses: 2005 - $1,902,828; 2004 - $1,763,298		191,538,419			196,724,596
Premises and equipment, net		5,201,211			4,366,780
Other real estate owned		103,334			46,000
Goodwill		4,722,775			4,722,775
Identified intangible assets		1,136,613			1,386,577
Accrued interest receivable		1,621,306			1,615,798
Cash surrender value of life insurance		2,415,910			2,337,779
Other assets		380,184			136,291
	$	306,881,008		$	308,424,929
LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits
Noninterest-bearing	$	47,143,340		$	47,569,690
Interest-bearing		202,344,481			200,952,786
Total deposits		249,487,821			248,522,476
Repurchase agreements		2,359,521			3,888,235
Federal Reserve note account		592,763			791,007
Federal Home Loan Bank advances		17,000,000			17,000,000
Accrued expenses and other liabilities		2,787,478			2,903,890
Total liabilities		272,227,583			273,105,608
Shareholders’ equity
Common stock, no par value; 6,000,000 shares authorized; 2,289,528 shares issued		11,447,640			11,447,640
Additional paid-in capital		4,689,800			4,689,800
Retained earnings		20,067,339			19,397,601
Treasury stock, at cost (55,040 shares)		(1,189,493	)		(1,189,493	)
Accumulated other comprehensive income (loss)		(361,861	)		973,773
Total shareholders’ equity		34,653,425			35,319,321
	$	306,881,008		$	308,424,929

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NATIONAL BANCSHARES CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
Years ended December 31, 2005, 2004 and 2003

	2005		2004		2003
Interest and dividend income
Loans, including fees	$	12,243,402	$	11,098,476	$	10,833,688
Federal funds sold		242,047		75,138		85,635
Securities:
Taxable		2,727,098		3,213,539		3,186,618
Nontaxable		862,648		924,846		937,868
Total interest and dividend income		16,075,195		15,311,999		15,043,809
Interest expense
Deposits		3,145,320		2,473,832		3,016,172
Short-term borrowings		87,712		15,037		6,996
Federal Home Loan Bank advances		895,357		857,453		716,848
Total interest expense		4,128,389		3,346,322		3,740,016
Net interest income		11,946,806		11,965,677		11,303,793
Provision for loan losses		159,233		177,500		245,000
Net interest income after provision for loan losses		11,787,573		11,788,177		11,058,793
Noninterest income
Checking account fees		970,329		790,928		752,833
Gain on sale of loans		43,548		67,379		115,982
Gain on sale of other real estate owned		19,603		—		—
Miscellaneous fees		197,825		153,646		149,425
Securities gains, net		109,035		432,915		72,290
Other		460,860		450,445		441,490
Total noninterest income		1,801,200		1,895,313		1,532,020
Noninterest expense
Salaries and employee benefits		5,764,959		5,351,230		4,844,909
Data processing		1,036,874		970,492		794,932
Net occupancy		458,758		410,276		404,489
Dues, subscriptions and fees		387,958		262,079		213,721
Maintenance and repairs		382,250		262,777		267,261
Franchise tax		372,388		355,469		321,824
Depreciation — furniture and fixtures		330,996		363,391		353,601
Marketing		301,154		181,526		199,242
Amortization of intangibles		249,964		267,509		275,647
Stationary, printing and office supplies		197,280		214,327		251,275
Other		1,503,034		1,258,386		1,213,615
Total noninterest expense		10,985,615		9,897,462		9,140,516
Income before income taxes		2,603,158		3,786,028		3,450,297
Income tax expense		503,348		875,288		806,746
Net income	$	2,099,810	$	2,910,740	$	2,643,551
Weighted average common shares outstanding		2,234,488		2,234,488		2,234,488
Basic and diluted earnings per common share	$	0.94	$	1.30	$	1.18

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