Exhibit 99










                          Independent Auditors' Report


The Board of Directors and Stockholders
National Bankshares, Inc.:


We have audited the accompanying consolidated statements of income, changes in
stockholders' equity, and cash flows of National Bankshares, Inc. and
subsidiaries for the year ended December 31, 1999. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the results of operations and cash flows of
National Bankshares, Inc. and subsidiaries for the year ended December 31, 1999,
in conformity with accounting principles generally accepted in the United States
of America.


                                  /s/ KPMG LLP


Roanoke, Virginia
February 11, 2000