[Cardinal Bankshares Corporation Letterhead]

April 4, 2012

By EDGAR

Christina Chalk, Esq.

Senior Special Counsel

Office of Mergers and Acquisitions

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re: Cardinal Bankshares Corporation

Preliminary Proxy Statement on Schedule 14A

Filed on March 14, 2012

File No. 0-28780

Dear Ms. Chalk:

In connection with responding to the comments set forth in the staff’s letter dated March 28, 2012 with regard to the above-referenced Preliminary Proxy Statement on Schedule 14A of Cardinal Bankshares Corporation, we hereby acknowledge that:

• the company is responsible for the adequacy and accuracy of the disclosure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please call the undersigned at (540) 745-4191 or Scott H. Richter of LeClairRyan at (804) 343-4079 if you have any questions.

Very truly yours,

/s/ Leon Moore

Leon Moore

President and Chief Executive Officer

Cardinal Bankshares Corporation

cc: Douglas W. Densmore, Esq.

Scott H. Richter, Esq.