SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

CARDINAL BANKSHARES CORPORATION

(Name of Issuer)

Common Stock, $10.00 par value

(Title of Class of Securities)

141478107

(CUSIP Number)

Mr. Douglas E. Schaller

Schaller Equity Partners, A North Carolina Limited Partnership

324 Indera Mills Court

Winston-Salem, NC 27101

(336) 774-1515

with copies to:

Jeffrey T. Skinner, Esq.

Kilpatrick Townsend & Stockton LLP

1001 West Fourth Street

Winston-Salem, NC 27101

(336) 607-7512

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

February 23, 2012

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [   ].

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Continued on following pages

Page 1 of 7 Pages

CUSIP No. 141478107 13D Page 2 of 7 Pages

1.	NAMES OF REPORTING PERSONS SCHALLER EQUITY PARTNERS, A NORTH CAROLINA LIMITED PARTNERSHIP
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (see instructions)  (a)  [   ]  (b)  [   ]
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (see instructions)  OO – Funds of investment advisory client
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  [   ]
6.	CITIZENSHIP OR PLACE OF ORGANIZATION  NORTH CAROLINA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER  N/A
	8.	SHARED VOTING POWER  151,267
	9.	SOLE DISPOSITIVE POWER  N/A
	10.	SHARED DISPOSITIVE POWER  151,267

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  151,267
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  (see instructions)    ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  9.8%
14.	TYPE OF REPORTING PERSON (see instructions)  PN

CUSIP No. 141478107 13D Page 3 of 7 Pages

1.	NAMES OF REPORTING PERSONS SCHALLER INVESTMENT GROUP INCORPORATED
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (see instructions)  (a)  [   ]  (b)  [   ]
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (see instructions)  OO – Funds of investment advisory client
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  [   ]
6.	CITIZENSHIP OR PLACE OF ORGANIZATION  NORTH CAROLINA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER  N/A
	8.	SHARED VOTING POWER  151,267
	9.	SOLE DISPOSITIVE POWER  N/A
	10.	SHARED DISPOSITIVE POWER  151,267

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  151,267
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  (see instructions)    ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  9.8%
14.	TYPE OF REPORTING PERSON (see instructions)  CO, IA

CUSIP No. 141478107 13D Page 4 of 7 Pages

1.	NAMES OF REPORTING PERSONS SCHALLER EQUITY MANAGEMENT, INC.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)  [   ] (b)  [   ]
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (see instructions) OO – Funds of investment advisory client
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  [   ]
6.	CITIZENSHIP OR PLACE OF ORGANIZATION NORTH CAROLINA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER N/A
	8.	SHARED VOTING POWER 151,267
	9.	SOLE DISPOSITIVE POWER N/A
	10.	SHARED DISPOSITIVE POWER 151,267

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  151,267
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  (see instructions)    ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  9.8%
14.	TYPE OF REPORTING PERSON (see instructions)  CO

CUSIP No. 141478107 13D Page 5 of 7 Pages

1.	NAMES OF REPORTING PERSONS  DOUGLAS E. SCHALLER
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (see instructions)  (a)  [   ]  (b)  [   ]
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (see instructions)  OO – Funds of investment advisory client
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  [   ]
6.	CITIZENSHIP OR PLACE OF ORGANIZATION  UNITED STATES

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER  N/A
	8.	SHARED VOTING POWER  151,267
	9.	SOLE DISPOSITIVE POWER  N/A
	10.	SHARED DISPOSITIVE POWER  151,267

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  151,267
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  (see instructions)    ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  9.8%
14.	TYPE OF REPORTING PERSON (see instructions)  IN

CUSIP No. 141478107 13D Page 6 of 7 Pages

This Amendment No. 6 (this “Amendment No. 6”) amends and supplements the statement on Schedule 13D (the “Schedule 13D”) by (i) Schaller Equity Partners, a North Carolina limited partnership (the “Partnership”); (ii) Schaller Investment Group Incorporated, a North Carolina corporation (the “Adviser”); (iii) Schaller Equity Management, Inc., a North Carolina corporation (the “General Partner”) and (iv) Douglas E. Schaller, a United States citizen (“Mr. Schaller”) (collectively, the “Reporting Persons”), relating to the common stock (the “Common Stock”) of Cardinal Bankshares Corporation (the “Issuer”).  Unless otherwise defined herein, capitalized terms used herein shall have such defined meanings as previously used in the Schedule 13D filed by the Reporting Persons on February 17, 2011, as amended on June 6, July 27, September 29 and December 29, 2011 and January 9, 2012.

As of February 24, 2012, as reflected in this Amendment No. 6, the Reporting Persons are reporting beneficial ownership of 151,267 shares of Common Stock (approximately 9.8% of the outstanding shares) (the “Subject Shares”).

Item 4.  Purpose of Transaction.

Item 4 is hereby amended by adding the following information:

On February 23, 2012, pursuant to Section 1.12 of the Amended Bylaws of the Issuer, the Partnership sent the Issuer a letter (the “Nomination Notice Letter”) indicating the Partnership’s desire to nominate the following five individuals to stand for election to the Issuer’s Board of Directors at the Issuer’s 2012 Annual Meeting of Stockholders, which the Reporting Persons understand is scheduled to be held on April 25, 2012 (the “Meeting”): Ms. Carol S. Jarratt and Messrs. T. Mauyer Gallimore, Bobby L. Gardner Sr., John Paul Houston and James W. Shortt (each, a “Nominee”, and collectively, the “Nominees”). The Reporting Persons believe that the Nominees are proven business and community leaders from the Floyd, Virginia area, and that each Nominee, if elected, would bring much-needed insight, accountability and fresh and relevant perspectives to the Issuer’s Board of Directors.

The Reporting Persons currently intend to conduct a proxy solicitation in support of their desire to elect the Nominees to the Issuer's Board of Directors at the Meeting.

A copy of the Nomination Notice Letter, which includes an indication from each Nominee of such Nominee’s willingness to serve if elected, is attached as Exhibit 99.5 to this Amendment No. 6 and is hereby incorporated by reference.

THIS SCHEDULE 13D IS NOT A SOLICITATION OF ANY ACTION TO BE TAKEN BY STOCKHOLDERS OF THE ISSUER. IF THE REPORTING PERSONS COMPLETE AND FILE A PROXY STATEMENT, STOCKHOLDERS ARE ADVISED TO READ SUCH PROXY STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN THE PROXY SOLICITATION. ACCORDINGLY, STOCKHOLDERS SHOULD RELY ON SUCH PROXY STATEMENT, WHEN AND IF IT IS PREPARED AND DISTRIBUTED, AND NOT ON THIS SCHEDULE 13D.  IF FILED, THE DEFINITIVE PROXY STATEMENT AND FORM OF PROXY WILL BE MAILED TO STOCKHOLDERS OF THE ISSUER AND WILL ALSO WILL BE AVAILABLE AT NO CHARGE AT THE SEC’S WEBSITE AT HTTP://WWW.SEC.GOV.

Item 7.  Material to Be Filed as Exhibits.

Exhibit 99.5  Nomination Notice Letter from the Partnership to the Issuer, dated February 23, 2012.

CUSIP No. 141478107 13D Page 7 of 7 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 24, 2012
SCHALLER EQUITY PARTNERS, A NORTH CAROLINA LIMITED PARTNERSHIP
By:	Schaller Equity Management, Inc.,
	General Partner
By:	/s/ Douglas E. Schaller
Name:	Douglas E. Schaller
Title:	President
Date:	February 24, 2012
SCHALLER EQUITY MANAGEMENT, INC.
By:	/s/ Douglas E. Schaller
Name:	Douglas E. Schaller
Title:	President
Date:	February 24, 2012
SCHALLER INVESTMENT GROUP INCORPORATED
By:	/s/ Douglas E. Schaller
Name:	Douglas E. Schaller
Title:	President
Date:	February 24, 2012
/s/ Douglas E. Schaller
Douglas E. Schaller

EX-99.5

February 23, 2012

VIA FEDERAL EXPRESS AND EMAIL

Cardinal Bankshares Corporation

101 Jacksonville Circle

Floyd, Virginia 24091 

Attention: Secretary

Re:  Proposal to Nominate Candidates for Election as Directors at the 2012 Annual Meeting of Stockholders of Cardinal Bankshares Corporation (the “Corporation”)

Dear Sir or Madam:

Schaller Equity Partners, a North Carolina limited partnership (the “Partnership”), hereby submits this notice (the “Notice”) of the Partnership’s desire to nominate five persons for election as directors of the Corporation (the Slate, as identified and defined below) at the  2012 Annual Meeting of Stockholders of the Corporation, or any other meeting of stockholders held in lieu thereof, and any adjournment, postponement, rescheduling or continuation thereof (the “2012 Annual Meeting”). Consistent with the Corporation’s Bylaws (as defined below) and historical practice, the Partnership understands that the 2012 Annual Meeting is scheduled to be held on April 25, 2012.

The Partnership submits this Notice pursuant to the  requirements set forth in Section 1.12 of the Amended Bylaws of the Corporation dated December 1, 2001 (the “Bylaws”), which Bylaws were provided by the Corporation to the Partnership pursuant to the Partnership’s demand for the same dated September 15, 2011. The Partnership is not aware of any amendment to the Bylaws changing these requirements since December 1, 2001. In addition, the Partnership is not aware of any other requirement in any governing document of the Corporation that is applicable to director nominations by a stockholder of the Corporation, and the Corporation has not filed any disclosure or other notice concerning the same, which would have been required pursuant to rules under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Section 1.12 of the Bylaws requires that “any stockholder desiring to nominate one or more persons for election at [an annual meeting] shall submit the name of such person or persons in writing, together with a statement signed by each such prospective nominee agreeing to serve if elected, and a confirmation from the applicable regulatory agencies that each such nominee is qualified to serve, to the Secretary of the Corporation at its principal office not less than 30 days prior to the date set for the annual meeting of stockholders”. The Partnership, as of the date hereof, owns 151,267 shares of the common stock of the Corporation.  Pursuant to Section 1.12 of the Bylaws, as a stockholder of the Corporation, the Partnership is entitled to nominate persons for election as directors at the 2012 Annual Meeting.

Secretary of Cardinal Bankshares Corporation

February 23, 2012

Page 2

Accordingly, the Partnership hereby notifies the Corporation that it desires to nominate for election as directors of the Corporation at the 2012 Annual Meeting the following five persons (each, a “Nominee” and collectively, the “Nominees” or the “Slate”): 

T. Mauyer Gallimore

Bobby L. Gardner Sr.

John Paul Houston

Carol S. Jarratt

James W. Shortt

Signed statements indicating each Nominee’s agreement to serve as a director of the Corporation if elected are attached hereto at Annex A.

With respect to the requirement in Section 1.12 that stockholders proposing a director nominee provide a “confirmation from the applicable regulatory agencies that each such nominee is qualified to serve”, the Partnership notes that there is no “applicable regulatory agency” that is required to (or, for that matter, is in a position to) determine the eligibility of or otherwise qualify a nominee for director of a public bank holding company, such as the Corporation, prior to such person’s election as a director. Accordingly, the Partnership’s response to this requirement of Section 1.12, with respect to each of the Nominees, is “Not Applicable”.

As described in the Corporation’s 2011 proxy statement, and consistent with Section 2.2 of the Bylaws, the terms of all six (6) directors currently serving on the Corporation’s Board of Directors (the “Board”) expire at the 2012 Annual Meeting.  To the extent that more than these six (6) positions on the Board are intended to be filled by election at the 2012 Annual Meeting (including, if the Board increases the size of the Board above its existing size), the Partnership reserves the right to nominate additional persons to be elected to the Board to fill any such positions. The Partnership hereby requests that the Corporation provide prompt written notice to the Partnership if the Corporation intends to elect more than six directors at the 2012 Annual Meeting.

If you believe the Partnership is required to provide any other information under the Bylaws (or under any other governing document of the Corporation applicable to director nominations by stockholders of the Corporation), please contact the undersigned immediately at 336-774-1515. Unless the Partnership hears from you otherwise, the Partnership will assume that this Notice has been accepted by the Corporation as timely and in compliance with the Bylaws and any other applicable requirement.

For the avoidance of doubt, this Notice is not a shareholder proposal pursuant to Rule 14a-8 under the Exchange Act, as the Partnership is not requesting that the Corporation include the Nominees in the Corporation’s proxy statement for the 2012 Annual Meeting.

Secretary of Cardinal Bankshares Corporation

February 23, 2012

Page 3

Kindly sign the enclosed copy of this letter and return it to the Partnership in the enclosed self-addressed and stamped envelope to acknowledge receipt.

Sincerely,

Schaller Equity Partners, a North Carolina Limited Partnership

By:  Schaller Equity Management, Inc., General Partner

/s/ Douglas E. Schaller

By:  Douglas E. Schaller, President

cc: Mr. Ronald Leon Moore
Chairman of the Board of Directors

Receipt of the foregoing letter, and its

indicated attachments, is hereby acknowledged:

CARDINAL BANKSHARES CORPORATION

By:

Name:

Title:

Annex A

Nominee Agreements to Serve as Directors if Elected

CONSENT TO NOMINATION AND AGREEMENT TO SERVE AS DIRECTOR

To:           Schaller Equity Partners

I hereby confirm my consent to being named as a nominee for election as a director of Cardinal Bankshares Corporation (the “Corporation”) in any notice or proxy statement published by or affiliated with Schaller Equity Partners, a North Carolina limited partnership, in connection with the election of directors at the 2012 annual meeting of stockholders of the Corporation. I also confirm my agreement that, if so nominated and thereby elected, I will so serve as a director of the Corporation.

/s/ T. Mauyer Gallimore

T. Mauyer Gallimore

Date: February 21, 2012

CONSENT TO NOMINATION AND AGREEMENT TO SERVE AS DIRECTOR

To:           Schaller Equity Partners

I hereby confirm my consent to being named as a nominee for election as a director of Cardinal Bankshares Corporation (the “Corporation”) in any notice or proxy statement published by or affiliated with Schaller Equity Partners, a North Carolina limited partnership, in connection with the election of directors at the 2012 annual meeting of stockholders of the Corporation. I also confirm my agreement that, if so nominated and thereby elected, I will so serve as a director of the Corporation.

/s/ Bobby L. Gardner Sr.

Bobby L. Gardner Sr.

Date: February 22, 2012

CONSENT TO NOMINATION AND AGREEMENT TO SERVE AS DIRECTOR

To:           Schaller Equity Partners

I hereby confirm my consent to being named as a nominee for election as a director of Cardinal Bankshares Corporation (the “Corporation”) in any notice or proxy statement published by or affiliated with Schaller Equity Partners, a North Carolina limited partnership, in connection with the election of directors at the 2012 annual meeting of stockholders of the Corporation. I also confirm my agreement that, if so nominated and thereby elected, I will so serve as a director of the Corporation.

/s/ John Paul Houston

John Paul Houston

Date: February 21, 2012

CONSENT TO NOMINATION AND AGREEMENT TO SERVE AS DIRECTOR

To:           Schaller Equity Partners

I hereby confirm my consent to being named as a nominee for election as a director of Cardinal Bankshares Corporation (the “Corporation”) in any notice or proxy statement published by or affiliated with Schaller Equity Partners, a North Carolina limited partnership, in connection with the election of directors at the 2012 annual meeting of stockholders of the Corporation. I also confirm my agreement that, if so nominated and thereby elected, I will so serve as a director of the Corporation.

/s/ Carol S. Jarratt

Carol S. Jarratt

Date: February 21, 2012

CONSENT TO NOMINATION AND AGREEMENT TO SERVE AS DIRECTOR

To:           Schaller Equity Partners

I hereby confirm my consent to being named as a nominee for election as a director of Cardinal Bankshares Corporation (the “Corporation”) in any notice or proxy statement published by or affiliated with Schaller Equity Partners, a North Carolina limited partnership, in connection with the election of directors at the 2012 annual meeting of stockholders of the Corporation. I also confirm my agreement that, if so nominated and thereby elected, I will so serve as a director of the Corporation.

/s/ James W. Shortt

James W. Shortt

Date: February 21, 2012