AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 4, 1999
                                       REGISTRATION NO.:  333-___________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                                   ___________

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                                   ___________

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

                    Virginia                         54-1375874
                    --------                         ----------
             (State of Incorporation        (IRS Employer Identification
                or Organization)                        No.)

      100 South Main Street, P. O. Box 90002
               Blacksburg, Virginia                        24062
               --------------------                        -----
     (Address of Principal Executive Offices)           (Zip Code)

                NATIONAL BANKSHARES, INC. 1999 STOCK OPTION PLAN
                             (Full name of the Plan)
                                   ___________
                James G. Rakes                             Copy to:
           Chairman, President and                         --------
           Chief Executive Officer                  Wallace M. Starke and
          National Bankshares, Inc.                    J. Scott Perkins
            100 South Main Street                  Mays & Valentine, L.L.P.
                P.O. Box 90002                      1111 East Main Street
         Blacksburg, Virginia  26062                  NationsBank Center
          Telephone: (540) 951-6236                Richmond, Virginia 23219
      ---------------------------------           Telephone: (804) 697-1316
(Name and Address of Agent for Service Process) -----------------------------

    APPROXIMATE DATE OF PROPOSED COMMENCEMENT OF SALES PURSUANT TO THE PLAN:
               UPON EFFECTIVENESS OF THIS REGISTRATION STATEMENT.

                         CALCULATION OF REGISTRATION FEE

                                      Proposed        Proposed
                                      Maximum          Maximum       Amount of
Title of Securities  Amount To Be  Offering Price     Aggregate     Registration
 To Be Registered     Registered    Per Share(1)  Offering Price(1)     Fee
 ----------------     ----------    ------------  ----------------- ------------

 COMMON STOCK
  $2.50 PAR VALUE      250,000         $24.50       $6,125,000.00    $1,702.75

     (1)  Estimated solely for the  purpose of calculating  the registration fee
pursuant  to Rule 457(c)  and (h) under  the Securities Act of  1933, as amended
(the  "Securities Act"), on the basis of $24.50 per share.  The proposed maximum
offering price per  share of $24.50 was  calculated based on the  average of the
bid and asked prices of the shares  of the Registrant as reported on the  NASDAQ
National Market System on June 1, 1999.


          <PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

    National Bankshares,  Inc. (the  "Company") will  furnish shareholders  with
annual reports  containing  audited  financial  statements  and  with  quarterly
reports  containing unaudited financial statements  for the first three quarters
of each  fiscal year.  Copies  of these documents, and  any other communications
sent  to the  Company's shareholders  generally, also will  be furnished  to all
employees eligible to participate in the Plan.

    The Company hereby incorporates herein by  reference the following documents
filed by the Company with the Commission:

    (a)   Annual Report  on Form  10-K for  the fiscal  year ended  December 31,
1998, filed  on pursuant to Section 13 of the  Securities Act of 1934 (the "1934
Act");

    (b)  Quarterly Report  on Form 10-Q  for the Quarter  ended March 31,  1999,
filed pursuant to Section 13 of the 1934 Act; and

    (c)    The description  of  the  Company's  Common Stock  contained  in  the
"Description  of NBI Capital Stock" in  the Company's Prospectus/Proxy Statement
filed as  part of the Registration  Statement on Form S-4,  Registration No. 33-
64979,  with the  Securities and  Exchange Commission  on December 13,  1995, is
hereby incorporated by reference.

    All  documents filed  by the  Company after  the date  of this  Registration
Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior
to  the  filing of  a  post-effective amendment  which  indicates  that all  the
Company's  Common Stock offered hereby  has been sold  or which deregisters such
Company Common Stock then remaining unsold,  shall be deemed to be  incorporated
herein  by reference  and  to be  a part  hereof from  the  date of  filing such
documents.   Any statement contained in a  document incorporated or deemed to be
incorporated by  reference herein shall  be deemed to be  modified or superseded
for  purposes of  this Registration  Statement  to the  extent that  a statement
contained herein or in any other subsequently filed document which also is or is
deemed  to be  incorporated  by reference  herein  modifies or  supersedes  such
statement.   Any such statement so  modified or superseded shall  not be deemed,
except  as so modified or superseded, to  constitute a part of this Registration
Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

    Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

    Not applicable.








<PAGE>

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Title 13.1,  Chapter 9,  Article 10  of the Code  of Virginia  of 1950,  as
amended,  permits  a Virginia  corporation in  general to  indemnify any  of its
officers  and directors, and any person serving at  its request as an officer or
director or another corporation or enterprise if he acted in good faith and in a
manner which he believed to  be in, or not opposed to, the best  interest of the
corporation.  In the event, however, that such person is adjudged liable to  the
corporation,  he will  not be  entitled to  indemnification.   The statute  also
permits  a corporation to provide other or  further indemnity in its articles of
incorporation,  or in  a  bylaw  or  resolution approved  by  its  directors  or
shareholders,  except for an indemnity  against willful misconduct  or a knowing
violation of  criminal law.   Furthermore,  unless limited  by  its articles  of
incorporation, a corporation shall indemnify a director who entirely prevails in
the defense  of any proceeding to  which he was a  party because he is  or was a
director  of the corporation.  Finally,  the statute authorizes a corporation to
purchase  and  maintain  insurance on  behalf  of any  such  person  against any
liability  asserted against  him and  incurred by  him in  any such  capacity or
arising out of his status as such, whether or not the corporation would have the
power to indemnify him against such liability.

The  Articles of  Incorporation of the  Company provide  that the  Company shall
indemnify any person who was or is a  party or is threatened to be made a  party
to any proceeding by reason of the fact that he is or  was a director or officer
of  the  Company against  all liabilities  and  expenses incurred  in connection
therewith, including  amounts paid in  settlement, imposed  upon, threatened  or
asserted against him or her because he or  she is or was an officer or  director
of the Company, except for an indemnity against willful misconduct  or a knowing
violation of criminal law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

    Not Applicable.

ITEM 8.  EXHIBITS.

    An index of Exhibits appears at page II-6 hereof.

ITEM 9.  UNDERTAKINGS.

     (a)  The undersigned registrant hereby undertakes:

          (1)   To file, during  any period in which  offers or sales  are being
made, a post-effective amendment to this Registration Statement:

               (i)   To include any  prospectus required by  Section 10(a)(3) of
the Securities Act of 1933;

               (ii)   To reflect in  the prospectus any facts  or events arising
after the  effective date  of this Registration  Statement (or  the most  recent
post-effective  amendment  thereof) which,  individually  or  in the  aggregate,
represents a fundamental change in the information set forth in the Registration
Statement;

               (iii)   To include any  material information with  respect to the
plan of distribution not  previously disclosed in the Registration  Statement or
any material change to such  information in the Registration Statement;



                                       II-2<PAGE>

          provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall  not
apply  to  information contained  in periodic  reports  filed by  the registrant
pursuant to Section 13  or Section 15(d) of the Securities Exchange  Act of 1934
that are incorporated by reference in this Registration Statement.

          (2)   That, for  the purpose of  determining any  liability under  the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time  shall be deemed to be the initial bona
fide offering thereof.

          (3)   To  remove  from  registration  by  means  of  a  post-effective
amendment  any of  the securities  being registered  which remain unsold  at the
termination of the offering.

     (b)  The  undersigned registrant  hereby undertakes that,  for purposes  of
determining any liability  under the Securities Act of 1933,  each filing of the
registrant's  annual report  pursuant to Section  13(a) or Section  15(d) of the
Securities  Exchange  Act of  1934 (and,  where  applicable, each  filing  of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities Exchange  Act  of 1934)  that is  incorporated by  reference in  this
Registration  Statement shall  be  deemed to  be  a new  registration  statement
relating to the securities  offered herein, and the offering  of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c)    Insofar  as  indemnification  for  liabilities  arising   under  the
Securities  Act of 1933 may be  permitted to directors, officers and controlling
persons  of the registrant pursuant  to the foregoing  provisions, or otherwise,
the  registrant has  been advised  that  in the  opinion of  the Securities  and
Exchange Commission such indemnification is  against public policy as  expressed
in  the Act  and is, therefore,  unenforceable. In  the event  that a  claim for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant in  the successful  defense  of any  action, suit  or proceeding)  is
asserted  by such director, officer or controlling person in connection with the
securities being registered, the registrant will,  unless in the opinion of  its
counsel the  matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the  question of whether such indemnification  by it
is  against policy  as expressed  in  the Securities  Act  of 1933  and will  be
governed by the final adjudication of such issue.





















                                       II-3<PAGE>

                                   SIGNATURES

    Pursuant to the requirements of the Securities  Act of 1933, the undersigned
certifies that  it has reasonable  grounds to believe that  it meets all  of the
requirements  for filing  on  Form S-8  and  has duly  caused this  Registration
Statement  to  be signed  on  its  behalf  by the  undersigned,  thereunto  duly
authorized, in the Town of Blacksburg, Commonwealth of Virginia, on  the 3rd day
of June, 1999.

                              NATIONAL BANKSHARES, INC.
                              Blacksburg, Virginia



                              By:  /s/ James G. Rakes
                                   ------------------
                                   James G. Rakes
                                   Chairman, President and
                                   Chief Executive Officer

     Pursuant   to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated:


          NAME                     TITLE                     DATE
          ----                     -----                     ----

                          Chairman, President and
                          Chief Executive Officer
                          (Principal Executive Officer)
  /s/ James G. Rakes      and Director                       June 3, 1999
  -----------------------
  James G. Rakes


                          Treasurer
                          (Principal Financial
  /s/ J. Robert Buchanan  and Accounting Officer)            June 3, 1999
  -----------------------
  J. Robert Buchanan


                          Director and
  /s/ C. L. Boatwright    Vice Chairman of the Board         June 3, 1999
  -----------------------
  C. L. Boatwright


  /s/ L. A. Bowman        Director                           June 3, 1999
  -----------------------
  L. A. Bowman



  /s/ A. A. Crouse        Director                           June 3, 1999
  -----------------------
  A. A. Crouse


                                       II-4<PAGE>



  /s/ J. A. Deskins, Sr.  Director                           June 3, 1999
  -----------------------
  J. A. Deskins, Sr.


  /s/ P. A. Duncan        Director                           June 3, 1999
  -----------------------
  P. A. Duncan


  /s/ C. L. Forrester     Director                           June 3, 1999
  -----------------------
  C. L. Forrester


  /s/ W. T. Peery         Director                           June 3, 1999
  -----------------------
  W. T. Peery


  /s/ J. R. Stewart       Director                           June 3, 1999
  -----------------------
  J. R. Stewart



































                                       II-5<PAGE>

                                  EXHIBIT INDEX



          Exhibit Description                  Exhibit Number
          -------------------                  --------------

          Articles of Incorporation, as        4.1 (Incorporated by
          amended                              reference from Exhibit
                                               3(a) of the Company's
                                               Annual Report on Form
                                               10-K for fiscal year
                                               ended December 31, 1993,
                                               filed March 30, 1994).

          Bylaws                               4.2 (Incorporated by
                                               reference from
                                               from Exhibit 3(b) to the
                                               Company's Annual Report
                                               on Form 10-K for the
                                               fiscal year ended
                                               December 31, 1993, filed
                                               March 30, 1994).

          National Bankshares, Inc.            4.3
          1999 Stock Option Plan, filed
          herewith

          Opinion of Marilyn B. Buhyoff,       5
          Esq., Counsel, National
          Bankshares, Inc., with respect to
          the validity of the Common Stock,
          filed herewith

          Consent of KPMG LLP,                 23.1
          Independent Public Accountants,
          dated June 3, 1999, filed herewith.

          Consent of Marilyn B. Buhyoff,       23.2
          Esq., Counsel, National
          Bankshares, Inc., contained in
          her opinion filed as Exhibit 5
          hereto
















                                       II-6<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 16475}]
{"company-data": {"conformed-name": "NATIONAL BANKSHARES INC", "cik": "0000796534", "assigned-sic": "6021", "irs-number": "541375874", "state-of-incorporation": "VA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-79979", "film-number": "99640529"}, "business-address": {"street1": "100 SOUTH MAIN ST", "city": "BLACKSBURG", "state": "VA", "zip": "24062-9002", "phone": "5405522011"}, "mail-address": {"street1": "100 SOUTH MAIN STREET", "street2": "PO BOX 90002", "city": "BLACKSBURG", "state": "VA", "zip": "24062-9002"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 4, 1999
                                       REGISTRATION NO.:  333-___________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                                   ___________

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                                   ___________

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

                    Virginia                         54-1375874
                    --------                         ----------
             (State of Incorporation        (IRS Employer Identification
                or Organization)                        No.)

      100 South Main Street, P. O. Box 90002
               Blacksburg, Virginia                        24062
               --------------------                        -----
     (Address of Principal Executive Offices)           (Zip Code)

                NATIONAL BANKSHARES, INC. 1999 STOCK OPTION PLAN
                             (Full name of the Plan)
                                   ___________
                James G. Rakes                             Copy to:
           Chairman, President and                         --------
           Chief Executive Officer                  Wallace M. Starke and
          National Bankshares, Inc.                    J. Scott Perkins
            100 South Main Street                  Mays & Valentine, L.L.P.
                P.O. Box 90002                      1111 East Main Street
         Blacksburg, Virginia  26062                  NationsBank Center
          Telephone: (540) 951-6236                Richmond, Virginia 23219
      ---------------------------------           Telephone: (804) 697-1316
(Name and Address of Agent for Service Process) -----------------------------

    APPROXIMATE DATE OF PROPOSED COMMENCEMENT OF SALES PURSUANT TO THE PLAN:
               UPON EFFECTIVENESS OF THIS REGISTRATION STATEMENT.

                         CALCULATION OF REGISTRATION FEE

                                      Proposed        Proposed
                                      Maximum          Maximum       Amount of
Title of Securities  Amount To Be  Offering Price     Aggregate     Registration
 To Be Registered     Registered    Per Share(1)  Offering Price(1)     Fee
 ----------------     ----------    ------------  ----------------- ------------

 COMMON STOCK
  $2.50 PAR VALUE      250,000         $24.50       $6,125,000.00    $1,702.75

     (1)  Estimated solely for the  purpose of calculating  the registration fee
pursuant  to Rule 457(c)  and (h) under  the Securities Act of  1933, as amended
(the  "Securities Act"), on the basis of $24.50 per share.  The proposed maximum
offering price per  share of $24.50 was  calculated based on the  average of the
bid and asked prices of the shares  of the Registrant as reported on the  NASDAQ
National Market System on June 1, 1999.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

    National Bankshares,  Inc. (the  "Company") will  furnish shareholders  with
annual reports  containing  audited  financial  statements  and  with  quarterly
reports  containing unaudited financial statements  for the first three quarters
of each  fiscal year.  Copies  of these documents, and  any other communications
sent  to the  Company's shareholders  generally, also will  be furnished  to all
employees eligible to participate in the Plan.

    The Company hereby incorporates herein by  reference the following documents
filed by the Company with the Commission:

    (a)   Annual Report  on Form  10-K for  the fiscal  year ended  December 31,
1998, filed  on pursuant to Section 13 of the  Securities Act of 1934 (the "1934
Act");

    (b)  Quarterly Report  on Form 10-Q  for the Quarter  ended March 31,  1999,
filed pursuant to Section 13 of the 1934 Act; and

    (c)    The description  of  the  Company's  Common Stock  contained  in  the
"Description  of NBI Capital Stock" in  the Company's Prospectus/Proxy Statement
filed as  part of the Registration  Statement on Form S-4,  Registration No. 33-
64979,  with the  Securities and  Exchange Commission  on December 13,  1995, is
hereby incorporated by reference.

    All  documents filed  by the  Company after  the date  of this  Registration
Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior
to  the  filing of  a  post-effective amendment  which  indicates  that all  the
Company's  Common Stock offered hereby  has been sold  or which deregisters such
Company Common Stock then remaining unsold,  shall be deemed to be  incorporated
herein  by reference  and  to be  a part  hereof from  the  date of  filing such
documents.   Any statement contained in a  document incorporated or deemed to be
incorporated by  reference herein shall  be deemed to be  modified or superseded
for  purposes of  this Registration  Statement  to the  extent that  a statement
contained herein or in any other subsequently filed document which also is or is
deemed  to be  incorporated  by reference  herein  modifies or  supersedes  such
statement.   Any such statement so  modified or superseded shall  not be deemed,
except  as so modified or superseded, to  constitute a part of this Registration
Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

    Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

    Not applicable.
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Title 13.1,  Chapter 9,  Article 10  of the Code  of Virginia  of 1950,  as
amended,  permits  a Virginia  corporation in  general to  indemnify any  of its
officers  and directors, and any person serving at  its request as an officer or
director or another corporation or enterprise if he acted in good faith and in a
manner which he believed to  be in, or not opposed to, the best  interest of the
corporation.  In the event, however, that such person is adjudged liable to  the
corporation,  he will  not be  entitled to  indemnification.   The statute  also
permits  a corporation to provide other or  further indemnity in its articles of
incorporation,  or in  a  bylaw  or  resolution approved  by  its  directors  or
shareholders,  except for an indemnity  against willful misconduct  or a knowing
violation of  criminal law.   Furthermore,  unless limited  by  its articles  of
incorporation, a corporation shall indemnify a director who entirely prevails in
the defense  of any proceeding to  which he was a  party because he is  or was a
director  of the corporation.  Finally,  the statute authorizes a corporation to
purchase  and  maintain  insurance on  behalf  of any  such  person  against any
liability  asserted against  him and  incurred by  him in  any such  capacity or
arising out of his status as such, whether or not the corporation would have the
power to indemnify him against such liability.

The  Articles of  Incorporation of the  Company provide  that the  Company shall
indemnify any person who was or is a  party or is threatened to be made a  party
to any proceeding by reason of the fact that he is or  was a director or officer
of  the  Company against  all liabilities  and  expenses incurred  in connection
therewith, including  amounts paid in  settlement, imposed  upon, threatened  or
asserted against him or her because he or  she is or was an officer or  director
of the Company, except for an indemnity against willful misconduct  or a knowing
violation of criminal law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

    Not Applicable.

ITEM 8.  EXHIBITS.

    An index of Exhibits appears at page II-6 hereof.

ITEM 9.  UNDERTAKINGS.

     (a)  The undersigned registrant hereby undertakes:

          (1)   To file, during  any period in which  offers or sales  are being
made, a post-effective amendment to this Registration Statement:

               (i)   To include any  prospectus required by  Section 10(a)(3) of
the Securities Act of 1933;

               (ii)   To reflect in  the prospectus any facts  or events arising
after the  effective date  of this Registration  Statement (or  the most  recent
post-effective  amendment  thereof) which,  individually  or  in the  aggregate,
represents a fundamental change in the information set forth in the Registration
Statement;

               (iii)   To include any  material information with  respect to the
plan of distribution not  previously disclosed in the Registration  Statement or
any material change to such  information in the Registration Statement;

                                       II-2
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall  not
apply  to  information contained  in periodic  reports  filed by  the registrant
pursuant to Section 13  or Section 15(d) of the Securities Exchange  Act of 1934
that are incorporated by reference in this Registration Statement.

          (2)   That, for  the purpose of  determining any  liability under  the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time  shall be deemed to be the initial bona
fide offering thereof.

          (3)   To  remove  from  registration  by  means  of  a  post-effective
amendment  any of  the securities  being registered  which remain unsold  at the
termination of the offering.

     (b)  The  undersigned registrant  hereby undertakes that,  for purposes  of
determining any liability  under the Securities Act of 1933,  each filing of the
registrant's  annual report  pursuant to Section  13(a) or Section  15(d) of the
Securities  Exchange  Act of  1934 (and,  where  applicable, each  filing  of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities Exchange  Act  of 1934)  that is  incorporated by  reference in  this
Registration  Statement shall  be  deemed to  be  a new  registration  statement
relating to the securities  offered herein, and the offering  of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c)    Insofar  as  indemnification  for  liabilities  arising   under  the
Securities  Act of 1933 may be  permitted to directors, officers and controlling
persons  of the registrant pursuant  to the foregoing  provisions, or otherwise,
the  registrant has  been advised  that  in the  opinion of  the Securities  and
Exchange Commission such indemnification is  against public policy as  expressed
in  the Act  and is, therefore,  unenforceable. In  the event  that a  claim for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant in  the successful  defense  of any  action, suit  or proceeding)  is
asserted  by such director, officer or controlling person in connection with the
securities being registered, the registrant will,  unless in the opinion of  its
counsel the  matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the  question of whether such indemnification  by it
is  against policy  as expressed  in  the Securities  Act  of 1933  and will  be
governed by the final adjudication of such issue.

                                       II-3
SIGNATURES

    Pursuant to the requirements of the Securities  Act of 1933, the undersigned
certifies that  it has reasonable  grounds to believe that  it meets all  of the
requirements  for filing  on  Form S-8  and  has duly  caused this  Registration
Statement  to  be signed  on  its  behalf  by the  undersigned,  thereunto  duly
authorized, in the Town of Blacksburg, Commonwealth of Virginia, on  the 3rd day
of June, 1999.

                              NATIONAL BANKSHARES, INC.
                              Blacksburg, Virginia

                              By:  /s/ James G. Rakes
                                   ------------------
                                   James G. Rakes
                                   Chairman, President and
                                   Chief Executive Officer

     Pursuant   to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated:

          NAME                     TITLE                     DATE
          ----                     -----                     ----

                          Chairman, President and
                          Chief Executive Officer
                          (Principal Executive Officer)
  /s/ James G. Rakes      and Director                       June 3, 1999
  -----------------------
  James G. Rakes

                          Treasurer
                          (Principal Financial
  /s/ J. Robert Buchanan  and Accounting Officer)            June 3, 1999
  -----------------------
  J. Robert Buchanan

                          Director and
  /s/ C. L. Boatwright    Vice Chairman of the Board         June 3, 1999
  -----------------------
  C. L. Boatwright

  /s/ L. A. Bowman        Director                           June 3, 1999
  -----------------------
  L. A. Bowman

  /s/ A. A. Crouse        Director                           June 3, 1999
  -----------------------
  A. A. Crouse

                                       II-4
/s/ J. A. Deskins, Sr.  Director                           June 3, 1999
  -----------------------
  J. A. Deskins, Sr.

  /s/ P. A. Duncan        Director                           June 3, 1999
  -----------------------
  P. A. Duncan

  /s/ C. L. Forrester     Director                           June 3, 1999
  -----------------------
  C. L. Forrester

  /s/ W. T. Peery         Director                           June 3, 1999
  -----------------------
  W. T. Peery

  /s/ J. R. Stewart       Director                           June 3, 1999
  -----------------------
  J. R. Stewart

                                       II-5
EXHIBIT INDEX

          Exhibit Description                  Exhibit Number
          -------------------                  --------------

          Articles of Incorporation, as        4.1 (Incorporated by
          amended                              reference from Exhibit
                                               3(a) of the Company's
                                               Annual Report on Form
                                               10-K for fiscal year
                                               ended December 31, 1993,
                                               filed March 30, 1994).

          Bylaws                               4.2 (Incorporated by
                                               reference from
                                               from Exhibit 3(b) to the
                                               Company's Annual Report
                                               on Form 10-K for the
                                               fiscal year ended
                                               December 31, 1993, filed
                                               March 30, 1994).

          National Bankshares, Inc.            4.3
          1999 Stock Option Plan, filed
          herewith

          Opinion of Marilyn B. Buhyoff,       5
          Esq., Counsel, National
          Bankshares, Inc., with respect to
          the validity of the Common Stock,
          filed herewith

          Consent of KPMG LLP,                 23.1
          Independent Public Accountants,
          dated June 3, 1999, filed herewith.

          Consent of Marilyn B. Buhyoff,       23.2
          Esq., Counsel, National
          Bankshares, Inc., contained in
          her opinion filed as Exhibit 5
          hereto

                                       II-6