UNITED STATES 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): August 19, 2005

                         Commission file number 0-11535

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

           New Jersey                                  22-2434751
           (State or other jurisdiction of             (I.R.S. Employer
           incorporation or organization)              Identification No.)

           900 Broad Street,                             07102
           Newark, New Jersey                          (Zip Code)
(Address of principal executive offices)

       Registrant's telephone number, including area code: (973) 624-0865

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:

|_|   Written  communications  pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)
|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)
|_|   Pre-commencement  communications  pursuant  to  Rule  14d-2(b)  under  the
      Exchange Act (17CFR 240.14d-2(b))
|_|   Pre-commencement  communications  pursuant  to  Rule  13e-4(c)  under  the
      Exchange Act (17CFR 240.13e-4(c))





Item 3.02 Unregistered Sales of Equity Securities

      On August 19, 2005, City National Bancshares Corporation (the "Company")
completed the sale of ten (10) shares of a newly created 6% Non-cumulative
Perpetual Preferred Stock, Series E ("Series E Preferred Stock"), for
consideration of $50,000 per share and aggregate gross proceeds to the Company
of $500,000 in cash. There were no brokerage or underwriting commissions paid in
the private placement since the Company did not engage the services of an
underwriter or agent and all sales were conducted directly with each purchaser
by the Company.

      The Company sold and issued the shares in a private placement to
accredited investors in reliance upon, and in compliance with, an exemption from
registration provided by Rule 506 of Regulation D promulgated by the SEC
pursuant to Section 4(2) of the Securities Act of 1933 (the Securities Act). To
comply with the exemption, the Company relied upon (a) information provided by
each purchaser that each is an "accredited investor" as defined under Rule 501
under the Securities Act, (b) information provided in a subscription agreement
that included, in part, a questionnaire and representations and warranties from
each purchaser, (c) the fact that the shares are offered to a limited number of
investors, and (d) the fact that the transactions did not involve any public
offering.

      Each holder of Series E Preferred Stock will have the right to convert the
Series E Stock, at the option of the holder, at any time, into shares of the
Company's common stock. The total number of shares of common stock into which
Series E preferred Stock may be converted initially will be determined by
dividing the original purchase price by the conversion price. The initial
conversion price will be $150.15. The conversion terms are more specifically set
forth in and described in the Certificate of Designation previously filed with
Form 8-K as Exhibit 3(i) on March 4, 2005.

      The net proceeds of the sales referenced above will be used primarily for
general purposes in supporting the growth of the Company's wholly-owned national
banking association subsidiary City National Bank of New Jersey.