8-K

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)  May 12, 2010

NATIONAL BANKSHARES, INC.

(Exact name of Registrant as specified in its charter)

Virginia	0-15204	54-1375874
(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(I.R.S. Employer Identification No.)

101 Hubbard Street

Blacksburg, VA 24060

(Address of principal executive offices)

 (540) 951-6300

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report) Not applicable

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 (see General Instruction A.2. below):

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 8.01  OTHER EVENTS

On May 12, 2010, National Bankshares, Inc. issued a press release announcing payment of a semi-annual cash dividend of $0.44 on June 1, 2010 to stockholders of record on May 24, 2010.

           National Bankshares, Inc.’s press release also announced the renewal of a stock repurchase plan, under which the Company’s management is authorized to repurchase up to 100,000 shares of common stock in the open market in the period from June 1, 2010 through May 31, 2011.

  The press release is attached as Exhibit 99.1.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS

(a) Exhibits

99.1     National Bankshares, Inc. Press Release dated May 12, 2010.

SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

NATIONAL BANKSHARES, INC.

Date:    May 12, 2010

By:           /s/ James G. Rakes

James G. Rakes

Chairman

President and CEO

Page 2 of 2 Pages

EX-99

FOR IMMEDIATE RELEASE

CONTACTS:                       James G. Rakes, Chairman, President & CEO  (540) 951-6236

 jrakes@nbbank.com

David K. Skeens, Treasurer (540) 951-6347

 dskeens@nbbank.com

NATIONAL BANKSHARES, INC.  BOARD OF DIRECTORS

DECLARES SEMI-ANNUAL DIVIDEND AND CONTINUES

STOCK REPURCHASE PLAN

BLACKSBURG, VA, MAY 12, 2010:  NATIONAL BANKSHARES, INC. (NASDAQ Capital Market: NKSH) announced today that its Board of Directors approved payment on June 1, 2010 of a semi-annual dividend of $0.44 per share to stockholders of record as of May 24, 2010. This dividend is 7.3% higher than the semi-annual dividend that was paid on June 1, 2009.

In other business, the Board of Directors renewed its authorization of a stock repurchase plan under which management is authorized to purchase up to 100,000 shares of National Bankshares, Inc.’s common stock in the open market.  This authorization extends from June 1, 2010 to May 31, 2011.  The Company’s current stock repurchase plan expires on May 31, 2010.  The Company’s management has not yet determined how many shares, if any, might be purchased under the continued stock repurchase plan.

National Bankshares, Inc. is a financial holding company headquartered in Blacksburg, Virginia.  It is the parent company of National Bank, a community bank that has 25 office locations throughout Southwest Virginia.  Additional information is available on the Company’s web site at www.nationalbankshares.com.

Forward-Looking Statements

Certain statements in this press release may be “forward-looking statements.”  Forward-looking statements are statements that include projections, predictions, expectations or beliefs about future events or results that are not statements of historical fact and that involve significant risks and uncertainties.  Although the Company believes that its expectations with regard to forward-looking statements are based upon reasonable assumptions within the bounds of its existing knowledge of its business and operations, there can be no assurance that actual Company results will not differ materially from any future results implied by the forward-looking statements.  Actual results may be materially different from past or anticipated results because of many factors, some of which may include changes in economic conditions, the interest rate environment, legislative and regulatory requirements, new products, competition, changes in the stock and bond markets and technology.  The Company does not update any forward-looking statements that it may make.

101 Hubbard Street / Blacksburg, Virginia 24060

P.O. Box 90002 / Blacksburg, Virginia 24062-9002

540 951-6300 / 800 552-4123

www.nationalbankshares.com