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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000796534-99-000009.txt : 19990504
<SEC-HEADER>0000796534-99-000009.hdr.sgml : 19990504
ACCESSION NUMBER:		0000796534-99-000009
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	19990503
ITEM INFORMATION:		
FILED AS OF DATE:		19990503

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			NATIONAL BANKSHARES INC
		CENTRAL INDEX KEY:			0000796534
		STANDARD INDUSTRIAL CLASSIFICATION:	NATIONAL COMMERCIAL BANKS [6021]
		IRS NUMBER:				541375874
		STATE OF INCORPORATION:			VA
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		
		SEC FILE NUMBER:	000-15204
		FILM NUMBER:		99609045

	BUSINESS ADDRESS:	
		STREET 1:		100 SOUTH MAIN ST
		CITY:			BLACKSBURG
		STATE:			VA
		ZIP:			24062-9002
		BUSINESS PHONE:		5405522011

	MAIL ADDRESS:	
		STREET 1:		100 SOUTH MAIN STREET
		STREET 2:		PO BOX 90002
		CITY:			BLACKSBURG
		STATE:			VA
		ZIP:			24062-9002
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<DESCRIPTION>ANNOUNCEMENT
<TEXT>




                     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 3, 1999


                         NATIONAL BANKSHARES, INC.
- ---------------------------------------------------------------------------
           (Exact name of Registrant as specified in its charter)


  Virginia               0-15204                          54-1375874
- ---------------------------------------------------------------------------
 (State or other         (Commission                      (IRS Employer    
jurisdiction of          File Number)                   Identification No.)
incorporation)


          P.O. Box 90002
          Blacksburg, Virginia                              24062-9002
- ---------------------------------------------------------------------------
     (Address of principal executive offices)               (Zip Code)     



Registrant's telephone number, including area code: (540) 552-2011




                             Page 1 of 2 Pages











                                         -1-<PAGE>


Item 5    Other Events
          ------------

     National Bankshares, Inc.,  today announced  that its  March 15,  1999
Stock Tender Offer  was successfully  concluded as scheduled  at 5:00  P.M.
Eastern Daylight  Time, on Friday, April 30, 1999.  The company had offered
to purchase up to  200,000 shares of its common stock at  $28.00 per share.
As permitted by the Stock Tender Offer, the company has increased the offer
by  2% of  the total  stock outstanding  to 275,856  shares.   With certain
exceptions for odd-lot stockholders and stockholders who made a conditional
tender of  shares,  the Tender  Offer was  structured to  provide that  the
company would purchase the tendered shares on a pro-rata basis in the event
of an over-subscription.   National  Bankshares, Inc.  has determined  that
sufficient shares of common stock were properly tendered prior to the close
of  the Stock  Tender Offer  that proration  of tendered  shares will  take
place.  The  company is now in  process of analyzing the  impact of odd-lot
and conditional  tenders on the  proration factor.  It  is anticipated that
the payment for tendered shares will be made in approximately ten  business
days and  that certificates for all  tendered shares not  purchased will be
returned as soon as practicable.






































                                         -2-<PAGE>

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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