8-K/A

             SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C.  20549

                         Form 8-K/A

                     CURRENT REPORT
            PURSUANT TO SECTION 13 OR 15(D) OF
            THE SECURITIES EXCHANGE ACT OF 1934



Date of Report (Date of earliest event reported):January 28,1999


                  NORTH ARKANSAS BANCSHARES, INC.
- - -----------------------------------------------------------
    (Exact name of registrant as specified in charter)


         Tennessee                0-23525        71-0800742
- - ----------------------------------------------------------------
(State or other jurisdiction   (Commission    (I.R.S. Employer
of incorporation)              File Number)  Identification No.)


200 Olivia Drive, Newport, Arkansas                   72112
- - ----------------------------------------------------------------
(Address of principal executive offices)            (Zip Code)


Registrant's telephone number, including area code:(870) 523-3611


Item 4.  Changes in Registrant's Certifying Accountant.
         ---------------------------------------------

     On January 28, 1999, North Arkansas Bancshares, Inc. (the
"Registrant"), with the approval of the Board of Directors,
decided to dismiss the Registrant's independent public auditors,
KPMG LLP, and to engage Baird, Kurtz & Dobson, Certified Public
Accountants.  KPMG LLP served as the Registrant's independent
public auditors from 1989 through January 28, 1999.  KPMG
LLP's reports on the financial statements of the Registrant for
the past two fiscal years did not contain any adverse opinion or
disclaimer of opinion, nor were they qualified or modified as to
uncertainty, audit scope or accounting principles.  There have
not been any disagreements between the Registrant and KPMG LLP
on any matter of accounting principles or practices, 
consolidated financial statement disclosure or audit scope or
procedure.  None of the events set forth in Item
304(a)(1)(iv)(A)-(E) of Regulation S-B occurred within the
Registrant's two most recently completed fiscal years or the
subsequent interim period preceding the dismissal.

      Baird, Kurtz & Dobson, Certified Public Accountants has
been engaged as the Registrant's independent public auditors
effective immediately.  The Registrant has not requested or
obtained any advice from Baird, Kurtz & Dobson, Certified Public
Accountants concerning any material accounting, auditing or
financial reporting issue regarding the application of account
ing principles to a specified transaction or the type of audit
opinions that might be rendered on the Registrant's consolidated
financial statements.  A copy of a letter from KPMG LLP in
response to this item will be filed by amendment.


Item 7.   Financial Statements, Pro Forma Financial
          Information and Exhibits.
          -----------------------------------------

     Exhibit 16- Letter from KPMG LLP

                      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.

                      NORTH ARKANSAS BANCSHARES, INC.




                       By:/s/ Brad Snider
                          -------------------------------------
                          Brad Snider
                          President and Chief Executive Officer


Date: February 18, 1999

EX-16

                        [KPMG LETTERHEAD]



February 5, 1999

Securities and Exchange Commission
Washington, D.C.  20549

Ladies and Gentlemen:

We were previously principal accountants for North Arkansas
Bancshares, Inc. and, under the date of August 7, 1998, we
reported on the consolidated financial statements of North
Arkansas Bancshares, Inc. and subsidiary as of and for the years
ended June 30, 1998 and 1997.  On February 4, 1999, we were
notified that our appointment as principal accountants was
terminated.  We have read North Arkansas Bancshares, Inc.'s
statements included under Item 4 of its Form 8-K dated January
28, 1999, and we agree with such statements, except that we are
not in a position to agree or disagree with North Arkansas
Bancshares, Inc.'s statement that the dismissal of KPMG LLP and
the appointment of Baird, Kurtz & Dobson, Certified Public
Accountants on January 28, 1999, was approved by the board of
directors, and we are not in a position to agree or disagree with
the statement that Baird, Kurtz & Dobson, Certified Public
Accountants was not engaged to provide advice regarding the
application of accounting principles to a specified transaction
or the type of audit opinions that might be rendered on the North
Arkansas Bancshares, Inc.'s consolidated financial statements.

                                      Very truly yours,

                                      /s/ KPMG LLP

                                      KPMG LLP