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: February 8, 2006 Commission File Number: 0-15204 National Bankshares, Inc. -------------------------------------------------------------------------------- (Exact name of Registrant as specified in its charter) Virginia 54-1375874 -------------------------------- ------------------------------------ (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 101 Hubbard Street Blacksburg, VA 24060 ---------------------------------------- (Address of principal executive offices) Registrant's telephone number, including area code (540) 951-6300 --------------- Page 1 of 2 Pages ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS Departure of Directors under Item 5.02 (b). National Bankshares, Inc. announces that, because of planned retirements, L. Allen Bowman and Paul A. Duncan will not stand for re-election to the Company's Board of Directors at the Annual Meeting of Stockholders scheduled for April 11, 2006. 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: February 8, 2006 By: /s/ JAMES G. RAKES --------------------------------------- James G. Rakes Chairman President and Chief Executive Officer Page 2 of 2 Pages