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:  May 10, 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 7.01  REGULATION FD DISCLOSURE

The following information and exhibit is being furnished pursuant to Regulation
FD

National Bankshares, Inc, issued a press release on May 10, 2006, announcing
that its Board of Directors has declared a semi-annual dividend of $0.36 per
share payable on June 1, 2006 to stockholders of record as of May 19, 2006. The
press release further announced the renewal of a stock repurchase plan under
which the Company's management is authorized to repurchase up to 100,000 of
common stock in the open market in the period from June 1, 2006 through May 31,
2007.

Item 9.01  FINANCIAL STATEMENTS AND EXHIBITS

(a)     Exhibits

99.1    National Bankshares, Inc. press release dated May 10, 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:  May 10, 2006         By:     /s/ JAMES G. RAKES
                                    ------------------------------------
                                    James G. Rakes
                                    Chairman
                                    President and Chief Executive Officer






                                Page 2 of 2 Pages