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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>/in/edgar/work/20000623/0000927025-00-000101/0000927025-00-000101.txt : 20000920
<SEC-HEADER>0000927025-00-000101.hdr.sgml : 20000920
ACCESSION NUMBER:		0000927025-00-000101
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20000616
ITEM INFORMATION:		
ITEM INFORMATION:		
FILED AS OF DATE:		20000623

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			EXCHANGE NATIONAL BANCSHARES INC
		CENTRAL INDEX KEY:			0000893847
		STANDARD INDUSTRIAL CLASSIFICATION:	 [6021
]		IRS NUMBER:				431626350
		STATE OF INCORPORATION:			MI
		FISCAL YEAR END:			1231
</COMPANY-DATA>

		FILING VALUES:
			FORM TYPE:		8-K
			SEC ACT:		
			SEC FILE NUMBER:	000-23636
			FILM NUMBER:		659801
</FILING-VALUES>

			BUSINESS ADDRESS:	
				STREET 1:		132 E HIGH ST
				CITY:			JEFFERSON CITY
				STATE:			MO
				ZIP:			65101
				BUSINESS PHONE:		3147616100
</BUSINESS-ADDRESS>
</FILER>
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>0001.txt
<TEXT>






               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 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)   June 16, 2000

               EXCHANGE NATIONAL BANCSHARES, INC.
     (Exact name of registrant as specified in its charter)

    Missouri                   0-23636              43-1626350
(State or other              (Commission         (I.R.S.  Employer
 jurisdiction incorporation) File Number)        Identification No.)

132 East High Street, Jefferson City, Missouri           65101
(Address of principal executive offices)                (Zip Code)

Registrant's telephone number, including area code  (573) 761-6100


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


<PAGE>



ITEM 5.  OTHER EVENTS

          ACQUISITION OF CNS BANCORP, INC. AND CITY NATIONAL
SAVINGS BANK, FSB.  On June 16, 2000, the Registrant, Exchange
National Bancshares, Inc., completed its acquisition of CNS
Bancorp, Inc., a Delaware corporation and savings and loan
holding company, and City National Savings Bank, FSB, a federal
savings association and wholly-owned subsidiary of CNS Bancorp.

          Pursuant to an Agreement and Plan of Merger, dated
October 27, 1999, which agreement is identified as Exhibit 2.1
hereto and is incorporated herein by reference, CNS Bancorp was
merged with and into ENB Holdings, Inc., a Missouri corporation
and wholly-owned subsidiary of the Registrant, with ENB Holdings
continuing as the surviving corporation.  In addition, City
National Savings Bank was merged with and into The Exchange
National Bank of Jefferson City, a national banking association
that is a wholly owned subsidiary of the Registrant, with
Exchange National Bank continuing as the surviving depository
institution of this merger.

          As a result of the acquisition, the former shareholders
of CNS Bancorp are entitled to receive $8.80 in cash and 0.30 of
a share of the Registrant's common stock for each share of CNS
Bancorp common stock held at the effective time of the merger.
At the time of the merger, the merger consideration had a total
value of approximately $25,771,860, which includes approximately
$12,740,000 in cash and approximately 425,000 shares of the
Registrant's common stock paid to the former shareholders of CNS
Bancorp and includes approximately $281,860 in cash paid to the
former holders of CNS Bancorp stock options.  The Registrant
funded 100% of the cash merger consideration from the
Registrant's own funds.

          Immediately prior to the acquisition, City National
Savings Bank engaged in a general banking business, accepting
funds for deposit, making loans and performing the other usual
and customary banking services.  City National Savings Bank had
three banking facilities located in Jefferson City, Missouri, one
banking facility located in California, Missouri, one other
banking facility located in Tipton, Missouri, and one banking
facility located in St. Roberts, Missouri.  As of May 31, 2000,
City National Savings Bank had total assets of approximately
$86,963,000.  Exchange National Bank will continue to engage in
the general banking business formerly engaged in by City National
Savings Bank prior to the acquisition.  Exchange National Bank
intends to close two of the banking facilities formerly owned by
City National Savings Bank that are located in Jefferson City.

          The summary of the Agreement and Plan of Merger
mentioned above is not complete and is qualified in its entirety
by reference to the complete text of such document, which is
incorporated herein by reference.

          EXCHANGE NATIONAL BANCSHARES STOCK APPROVED FOR QUOTATION
ON THE NASDAQ NATIONAL MARKET.  Effective June 19, 2000, the
Registrant's common stock was approved for quotation on the Nasdaq
National Market under the symbol "EXJF", and trading in the stock
was authorized to begin on Nasdaq on that date.


<PAGE>



ITEM 7.     FINANCIAL STATEMENTS AND OTHER EXHIBITS.

     EXHIBIT NO.    DESCRIPTION

     Exhibit 2.1    Agreement and Plan of Merger, dated as of
                    October 27, 1999, by and among Exchange
                    National Bancshares, Inc., ENB Holdings, Inc.
                    and CNS Bancorp, Inc. (filed as Exhibit 2.1
                    to the Registrant's Current Report on Form 8-
                    K, dated October 27, 1999, and incorporated
                    herein by reference).

     Exhibit 99.1   Press Release issued by Exchange National
                    Bancshares, Inc. on June 16, 2000.

     Exhibit 99.2   Press Release issued by Exchange National
                    Bancshares, Inc. on October 27, 1999 (filed
                    as Exhibit 99.1 to the Registrant's Current
                    Report on Form 8-K, dated October 27, 1999,
                    and incorporated herein by reference).

                           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.

                              EXCHANGE NATIONAL BANCSHARES, INC.



Date:  June 23, 2000          By:  /s/ Donald L. Campbell
                              Donald L. Campbell
                              Chairman of the Board and
                              President



<PAGE>



                          EXHIBIT INDEX

     EXHIBIT NO.    DESCRIPTION

     Exhibit 2.1    Agreement and Plan of Merger, dated as of
                    October 27, 1999, by and among Exchange
                    National Bancshares, Inc., ENB Holdings, Inc.
                    and CNS Bancorp, Inc. (filed as Exhibit 2.1
                    to the Registrant's Current Report on Form 8-
                    K, dated October 27, 1999, and incorporated
                    herein by reference).

     Exhibit 99.1   Press Release issued by Exchange National
                    Bancshares, Inc. on June 16, 2000.

     Exhibit 99.2   Press Release issued by Exchange National
                    Bancshares, Inc. on October 27, 1999 (filed
                    as Exhibit 99.1 to the Registrant's Current
                    Report on Form 8-K, dated October 27, 1999,
                    and incorporated herein by reference).


<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>0002.txt
<TEXT>




                                                  Exhibit 99.1

N E W S                  Contact:
R E L E A S E
                         Exchange National Bancshares, Inc.
                         Investor Relations
                         Kathleen Bruegenhemke
                         (573) 761-6179  Fax: (573) 761-6272

FOR IMMEDIATE RELEASE

EXCHANGE NATIONAL BANCSHARES COMPLETES ITS ACQUISITION OF CNS
BANCORP, INC. AND EXCHANGE NATIONAL'S STOCK IS APPROVED FOR
QUOTATION ON THE NASDAQ NATIONAL MARKET

Jefferson City, MO, June 16, 2000 - Exchange National Bancshares,
Inc. (OTC: EXJF) today announced that it had completed its
acquisition of CNS Bancorp., Inc. (Nasdaq SmallCap: CNSB), a
unitary thrift holding company also headquartered in Jefferson
City.  The acquisition was accomplished by merging CNS Bancorp
into ENB Holdings, a wholly-owned subsidiary of Exchange.  In
connection with this transaction, CNS Bancorp's subsidiary, City
National Savings Bank, FSB has merged into The Exchange National
Bank of Jefferson City.

As a result of the acquisition, each CNS shareholder is entitled
to receive $8.80 in cash and 0.30 of a share of Exchange stock
for each share of CNS stock held when the merger became
effective.  A form of transmittal letter with instructions on how
to surrender certificates representing CNS stock is being mailed
to CNS shareholders by Exchange's transfer agent, Exchange
National Bank.

Donald Campbell, President and Chairman of the Board of Exchange
stated, "We are very pleased to welcome the former customers and
shareholders of CNS and City National Savings Bank to our
organization.  We are confident that this transaction will
enhance shareholder value and provide long-term benefits for our
customers and the communities we serve."

Robert E. Chiles, President and CEO of CNS stated, "We are happy
that the transaction has been finalized and that we are joining a
high quality organization that is committed to our community.
The merger of City National Savings Bank into Exchange National
Bank will ensure that our customers will continue to enjoy a
level of personal service that is second to none."

City National Savings Bank currently has five offices, including
two in Jefferson City and one each in Tipton, St. Robert and
California, Missouri.  Exchange plans to merge the two Jefferson
City offices into nearby existing offices of Exchange National
Bank.  The other offices will become new branches of Exchange
National Bank.

Exchange also announced that its common stock has been approved
for quotation on the Nasdaq National Market, and that trading in
its stock could begin on Nasdaq as early as Monday, June 19,
2000.


<PAGE>


Donald Campbell stated, "We are optimistic that the ability to
trade our stock through the Nasdaq National Market, together with
the expansion of our stock ownership as the result of the CNS
transaction, will increase the level of interest in our company
by the investment community and provide our shareholders with
greater liquidity."

Statements made in this press release that suggest Exchange
National Bancshares' or management's intentions, hopes, beliefs,
expectations, or predictions of the future include "forward-
looking statements" within the meaning of Section 21E of the
Securities and Exchange Act of 1934, as amended.  It is important
to note that actual results could differ materially from those
projected in such forward-looking statements.  Additional
information concerning factors that could cause actual results to
differ materially from those projected in such forward-looking
statements is contained from time to time in the company's
reports filed with the Securities and Exchange Commission.

                 #              #              #



<PAGE>

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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