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U. S. SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549





FORM 10-Q





QUARTERLY REPORT PURSUANT TO

SECTION 13 or 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For
the quarterly period ended September 30, 2008

Commission File No. 0-28780





CARDINAL BANKSHARES CORPORATION

(Exact name of registrant as specified in its
charter)







|                         |  |                                     
|------------------------ |  | ------------------------------------
|Virginia                 |  | 54-1804471                          
|(State of Incorporation) |  | (I.R.S. Employer Identification No.)

101 Jacksonville Circle, P. O. Box 215, Floyd, Virginia 24091

(Address of principal executive offices)

(540) 745-4191

(Registrants telephone number)





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x.    No   ̈.

Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. (Check one):



|                           |  |                              |  |                          
|-------------------------- |  | ---------------------------- |  | -------------------------
|Large Accelerated Filer   ̈ |  | Accelerated Filer   ̈         |  | Non-accelerated Filer   ̈.
|                           |  | Smaller Reporting Company  x |  |                          

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    Yes   ̈    No  x





The number of shares outstanding of the
issuers Common Stock, $10 par value as of November 6, 2008 was 1,535,733.









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##### Table of Contents

CARDINAL BANKSHARES CORPORATION

FORM 10-Q

September 30, 2008

INDEX



|         |  |                                                                                                                     |  |     
|-------- |  | ------------------------------------------------------------------------------------------------------------------- |  | ----
|         |  |                                                                                                                     |  | Page
|Part I.  |  | Financial Information                                                                                               |  |     
|         |  |                                                                                                                    
|Item 1.  |  | Consolidated Balance Sheets as of September 30, 2008(Unaudited) and December 31, 2007
(Audited)                     |  | 3   
|         |  |                                                                                                                    
|         |  | Consolidated Statements of Income for the three months and nine monthsended September 30, 2008 and 2007 (Unaudited) |  | 4   
|         |  |                                                                                                                    
|         |  | Consolidated Statements of Cash Flows for the ninemonths ended September 30, 2008 and 2007
(Unaudited)              |  | 5   
|         |  |                                                                                                                    
|         |  | Notes to Consolidated Statements (Unaudited)                                                                        |  | 6   
|         |  |                                                                                                                    
|Item 2.  |  | Managements Discussion and Analysis of FinancialCondition and Results of Operations                                |  | 12  
|         |  |                                                                                                                    
|Item 3.  |  | Quantitative and Qualitative Disclosures About Market Risk                                                          |  | 15  
|         |  |                                                                                                                    
|Item 4T. |  | Controls and Procedures                                                                                             |  | 15  
|         |  |                                                                                                                    
|Part II. |  | Other Information                                                                                                   |  |     
|         |  |                                                                                                                    
|Item 1.  |  | Legal Proceedings                                                                                                   |  | 16  
|         |  |                                                                                                                    
|Item 1A. |  | Risk Factors                                                                                                        |  | 17  
|         |  |                                                                                                                    
|Item 2.  |  | Unregistered Sales of Equity Securities and Use of Proceeds                                                         |  | 17  
|         |  |                                                                                                                    
|Item 3.  |  | Defaults Upon Senior Securities                                                                                     |  | 17  
|         |  |                                                                                                                    
|Item 4.  |  | Submission of Matters to a Vote of Security Holders                                                                 |  | 17  
|         |  |                                                                                                                    
|Item 5.  |  | Other Information                                                                                                   |  | 17  
|         |  |                                                                                                                    
|Item 6.  |  | Exhibits                                                                                                            |  | 17  



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##### Table of Contents

Cardinal Bankshares Corporation and Subsidiary

Consolidated Balance Sheets



|                                                                                                           |  |                              |         |   |                           |   |         |  
|---------------------------------------------------------------------------------------------------------- |  | ---------------------------- | ------- | - | ------------------------- | - | ------- | -
|(In thousands, except share data)                                                                          |  | (Unaudited)September 30,2008 |         |   | (Audited)December 31,2007 |  
|Assets                                                                                                     |  |                              |         |   |                           |   |         |  
|Cash and due from banks                                                                                    |  | $                            | 3,839   |   |                           | $ | 4,526   |  
|Interest-bearing deposits                                                                                  |  |                              | 5,795   |   |                           |   | 15,511  |  
|Federal funds sold                                                                                         |  |                              | 3,450   |   |                           |   | 8,800   |  
|Investment securities available for sale, at fair value                                                    |  |                              | 29,147  |   |                           |   | 26,312  |  
|Investment securities held to maturity (fair value September 30, 2008 $16,654 - December 31, 2007 $19,120) |  |                              | 16,710  |   |                           |   | 18,990  |  
|Restricted equity securities                                                                               |  |                              | 534     |   |                           |   | 536     |  
|                                                                                                           |  |                             
|Total loans                                                                                                |  |                              | 146,066 |   |                           |   | 124,452 |  
|Allowance for loan losses                                                                                  |  |                              | (1,651  | ) |                           |   | (1,669  | )
|                                                                                                           |  |                              |         |   |                           |   |         |  
|Net loans                                                                                                  |  |                              | 144,415 |   |                           |   | 122,783 |  
|                                                                                                           |  |                              |         |   |                           |   |         |  
|Bank premises and equipment, net                                                                           |  |                              | 4,053   |   |                           |   | 4,262   |  
|Accrued interest receivable                                                                                |  |                              | 1,181   |   |                           |   | 1,045   |  
|Foreclosed properties                                                                                      |  |                              |        |   |                           |   | 212     |  
|Bank owned life insurance                                                                                  |  |                              | 4,906   |   |                           |   | 4,757   |  
|Other assets                                                                                               |  |                              | 2,040   |   |                           |   | 1,527   |  
|                                                                                                           |  |                              |         |   |                           |   |         |  
|Total assets                                                                                               |  | $                            | 216,070 |   |                           | $ | 209,261 |  
|                                                                                                           |  |                              |         |   |                           |   |         |  
|Liabilities and Stockholders Equity                                                                       |  |                              |         |   |                           |   |         |  
|Noninterest-bearing deposits                                                                               |  | $                            | 27,887  |   |                           | $ | 29,562  |  
|Interest-bearing deposits                                                                                  |  |                              | 156,325 |   |                           |   | 148,087 |  
|                                                                                                           |  |                              |         |   |                           |   |         |  
|Total deposits                                                                                             |  |                              | 184,212 |   |                           |   | 177,649 |  
|                                                                                                           |  |                              |         |   |                           |   |         |  
|Accrued interest payable                                                                                   |  |                              | 212     |   |                           |   | 211     |  
|Other liabilities                                                                                          |  |                              | 1,487   |   |                           |   | 1,488   |  
|                                                                                                           |  |                              |         |   |                           |   |         |  
|Total liabilities                                                                                          |  |                              | 185,911 |   |                           |   | 179,348 |  
|                                                                                                           |  |                              |         |   |                           |   |         |  
|Commitments and contingent liabilities                                                                     |  |                              |        |   |                           |   |        |  
|Stockholders Equity                                                                                       |  |                              |         |   |                           |   |         |  
|Common stock, $10 par value, 5,000,000 shares authorized, 1,535,733 shares issued and outstanding          |  |                              | 15,357  |   |                           |   | 15,357  |  
|Additional paid-in capital                                                                                 |  |                              | 2,925   |   |                           |   | 2,925   |  
|Retained earnings                                                                                          |  |                              | 12,564  |   |                           |   | 11,789  |  
|Accumulated other comprehensive loss, net                                                                  |  |                              | (687    | ) |                           |   | (158    | )
|                                                                                                           |  |                              |         |   |                           |   |         |  
|Total stockholders equity                                                                                 |  |                              | 30,159  |   |                           |   | 29,913  |  
|                                                                                                           |  |                              |         |   |                           |   |         |  
|Total liabilities and stockholders equity                                                                 |  | $                            | 216,070 |   |                           | $ | 209,261 |  
|                                                                                                           |  |                              |         |   |                           |   |         |  

See Notes to Consolidated Financial Statements.



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Cardinal Bankshares Corporation and Subsidiary

Consolidated Statements of Income (Unaudited)



|                                                                       |  |                                 |           |                                |   |           |  |      |           |  |   |          
|---------------------------------------------------------------------- |  | ------------------------------- | --------- | ------------------------------ | - | --------- |  | ---- | --------- |  | - | ---------
|                                                                       |  | Three months endedSeptember 30, |           | Nine months endedSeptember 30,
|(In thousands, except share data)                                      |  | 2008                            |           | 2007                           |   | 2008      |  | 2007
|Interest income                                                        |  |                                 |           |                                |   |           |  |      |           |  |   |          
|Loans and fees on loans                                                |  | $                               | 2,418     |                                | $ | 2,288     |  | $    | 7,016     |  | $ | 6,824    
|Federal funds sold and securities purchased under agreements to resell |  |                                 | 43        |                                |   | 112       |  |      | 154       |  |   | 338      
|Investment securities:                                                 |  |                                 |           |                                |   |           |  |      |           |  |   |          
|Taxable                                                                |  |                                 | 368       |                                |   | 321       |  |      | 1,029     |  |   | 889      
|Exempt from federal income tax                                         |  |                                 | 207       |                                |   | 223       |  |      | 675       |  |   | 663      
|Deposits with banks                                                    |  |                                 | 36        |                                |   | 369       |  |      | 267       |  |   | 1,030    
|                                                                       |  |                                 |           |                                |   |           |  |      |           |  |   |          
|Total interest income                                                  |  |                                 | 3,072     |                                |   | 3,313     |  |      | 9,141     |  |   | 9,744    
|                                                                       |  |                                 |           |                                |   |           |  |      |           |  |   |          
|Interest expense                                                       |  |                                 |           |                                |   |           |  |      |           |  |   |          
|Deposits                                                               |  |                                 | 1,434     |                                |   | 1,518     |  |      | 4,352     |  |   | 4,459    
|Borrowings                                                             |  |                                 |          |                                |   |          |  |      |          |  |   |         
|                                                                       |  |                                 |           |                                |   |           |  |      |           |  |   |          
|Total interest expense                                                 |  |                                 | 1,434     |                                |   | 1,518     |  |      | 4,352     |  |   | 4,459    
|                                                                       |  |                                 |           |                                |   |           |  |      |           |  |   |          
|Net interest income                                                    |  |                                 | 1,638     |                                |   | 1,795     |  |      | 4,789     |  |   | 5,285    
|Provision for loan losses                                              |  |                                 | 78        |                                |   |          |  |      | 23        |  |   | 20       
|                                                                       |  |                                 |           |                                |   |           |  |      |           |  |   |          
|Net interest income after provision for loan losses                    |  |                                 | 1,560     |                                |   | 1,795     |  |      | 4,766     |  |   | 5,265    
|                                                                       |  |                                 |           |                                |   |           |  |      |           |  |   |          
|Noninterest income                                                     |  |                                 |           |                                |   |           |  |      |           |  |   |          
|Service charges on deposit accounts                                    |  |                                 | 53        |                                |   | 57        |  |      | 159       |  |   | 169      
|Other service charges and fees                                         |  |                                 | 28        |                                |   | 25        |  |      | 80        |  |   | 75       
|Net realized gains on sales of securities                              |  |                                 | 25        |                                |   |          |  |      | 32        |  |   | 1        
|Other operating income                                                 |  |                                 | 47        |                                |   | 95        |  |      | 342       |  |   | 457      
|                                                                       |  |                                 |           |                                |   |           |  |      |           |  |   |          
|Total noninterest income                                               |  |                                 | 153       |                                |   | 177       |  |      | 613       |  |   | 702      
|                                                                       |  |                                 |           |                                |   |           |  |      |           |  |   |          
|Noninterest expense                                                    |  |                                 |           |                                |   |           |  |      |           |  |   |          
|Salaries and employee benefits                                         |  |                                 | 778       |                                |   | 801       |  |      | 2,416     |  |   | 2,285    
|Occupancy and equipment                                                |  |                                 | 172       |                                |   | 171       |  |      | 545       |  |   | 527      
|Foreclosed assets, net                                                 |  |                                 |          |                                |   | 2         |  |      |          |  |   | 2        
|Other operating expense                                                |  |                                 | 282       |                                |   | 372       |  |      | 993       |  |   | 1,046    
|                                                                       |  |                                 |           |                                |   |           |  |      |           |  |   |          
|Total noninterest expense                                              |  |                                 | 1,232     |                                |   | 1,346     |  |      | 3,954     |  |   | 3,860    
|                                                                       |  |                                 |           |                                |   |           |  |      |           |  |   |          
|Income before income taxes                                             |  |                                 | 481       |                                |   | 626       |  |      | 1,425     |  |   | 2,107    
|Income tax expense                                                     |  |                                 | 74        |                                |   | 125       |  |      | 205       |  |   | 386      
|                                                                       |  |                                 |           |                                |   |           |  |      |           |  |   |          
|Net Income                                                             |  | $                               | 407       |                                | $ | 501       |  | $    | 1,220     |  | $ | 1,721    
|                                                                       |  |                                 |           |                                |   |           |  |      |           |  |   |          
|Basic earnings per share                                               |  | $                               | 0.27      |                                | $ | 0.33      |  | $    | 0.79      |  | $ | 1.12     
|Diluted earnings per share                                             |  | $                               | 0.27      |                                | $ | 0.33      |  | $    | 0.79      |  | $ | 1.12     
|Dividends declared per share                                           |  | $                               |          |                                | $ |          |  | $    | 0.29      |  | $ | 0.28     
|                                                                       |  |                                 |           |                               
|Weighted average basic shares outstanding                              |  |                                 | 1,535,733 |                                |   | 1,535,733 |  |      | 1,535,733 |  |   | 1,535,733
|Weighted average diluted shares outstanding                            |  |                                 | 1,535,733 |                                |   | 1,535,733 |  |      | 1,535,733 |  |   | 1,535,733
|                                                                       |  |                                 |           |                                |   |           |  |      |           |  |   |          

See Notes to Consolidated Financial Statements.



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Cardinal Bankshares Corporation and Subsidiary

Consolidated Statements of Cash Flows (Unaudited)



|                                                                                         |  |      |         |   |      |   |        |  
|---------------------------------------------------------------------------------------- |  | ---- | ------- | - | ---- | - | ------ | -
|(In thousands) Nine months Ended September 30,                                           |  | 2008 |         |   | 2007 |  
|Cash flows from operating activities                                                     |  |      |         |   |      |   |        |  
|Net income                                                                               |  | $    | 1,220   |   |      | $ | 1,721  |  
|Adjustments to reconcile net income to net cash provided (used) by operating activities: |  |      |         |   |      |   |        |  
|Depreciation and amortization                                                            |  |      | 235     |   |      |   | 257    |  
|Net amortization (accretion) of bond premiums/discounts                                  |  |      | 21      |   |      |   | 19     |  
|Provision for loan losses                                                                |  |      | 23      |   |      |   | 20     |  
|Net realized (gains) losses on investment securities                                     |  |      | (32     | ) |      |   | (1     | )
|Net realized (gains) losses on sale of foreclosed assets                                 |  |      |        |   |      |   |       |  
|Deferred compensation and pension expense                                                |  |      | 104     |   |      |   | 131    |  
|Changes in operating assets and liabilities:                                             |  |      |         |   |      |   |        |  
|(Increase) decrease in accrued interest receivable                                       |  |      | (136    | ) |      |   | (79    | )
|Increase (decrease) in accrued interest payable                                          |  |      | 1       |   |      |   | 16     |  
|Net change in other operating assets and other operating liabilities                     |  |      | (286    | ) |      |   | (337   | )
|                                                                                         |  |      |         |   |      |   |        |  
|Net cash provided (used) by operating activities                                         |  |      | 1,150   |   |      |   | 1,747  |  
|                                                                                         |  |      |         |   |      |   |        |  
|Cash flows from investing activities                                                     |  |      |         |   |      |   |        |  
|Net (increase) decrease in interest-bearing deposits in banks                            |  |      | 9,716   |   |      |   | (5,950 | )
|Net (increase) decrease in federal funds sold                                            |  |      | 5,350   |   |      |   | (250   | )
|Purchase of investment securities:                                                       |  |      |         |   |      |   |        |  
|Available for Sale                                                                       |  |      | (11,823 | ) |      |   | (9,097 | )
|Held to Maturity                                                                         |  |      | (410    | ) |      |   | (2,785 | )
|Proceeds from sale of available for sale securities                                      |  |      |        |   |      |   |       |  
|Purchase of restricted equity securities                                                 |  |      |        |   |      |   |       |  
|Proceeds from redemption of equity securities                                            |  |      | 2       |   |      |   | 18     |  
|Proceeds from maturity and redemption of investment securities:                          |  |      |         |   |      |   |        |  
|Available for Sale                                                                       |  |      | 8,179   |   |      |   | 7,202  |  
|Held to Maturity                                                                         |  |      | 2,712   |   |      |   | 1,600  |  
|Net (increase) decrease in loans                                                         |  |      | (21,655 | ) |      |   | 4,975  |  
|Net purchases of bank premises and equipment                                             |  |      | (26     | ) |      |   | (507   | )
|                                                                                         |  |      |         |   |      |   |        |  
|Net cash (used) provided by investing activities                                         |  |      | (7,955  | ) |      |   | (4,794 | )
|                                                                                         |  |      |         |   |      |   |        |  
|Cash flows from financing activities                                                     |  |      |         |   |      |   |        |  
|Net increase (decrease) in noninterest-bearing deposits                                  |  |      | (1,675  | ) |      |   | 1,976  |  
|Net increase in interest-bearing deposits                                                |  |      | 8,238   |   |      |   | 333    |  
|Net increase (decrease) in securities sold                                               |  |      |        |   |      |   |       |  
|Dividends paid                                                                           |  |      | (445    | ) |      |   | (430   | )
|                                                                                         |  |      |         |   |      |   |        |  
|Net cash provided by financing activities                                                |  |      | 6,118   |   |      |   | 1,879  |  
|                                                                                         |  |      |         |   |      |   |        |  
|Net decrease in cash and cash equivalents                                                |  |      | (687    | ) |      |   | (1,168 | )
|Cash and cash equivalents, beginning                                                     |  |      | 4,526   |   |      |   | 3,416  |  
|                                                                                         |  |      |         |   |      |   |        |  
|Cash and cash equivalents, ending                                                        |  | $    | 3,839   |   |      | $ | 2,248  |  
|                                                                                         |  |      |         |   |      |   |        |  
|Supplemental disclosures of cash flow information                                        |  |      |         |   |      |   |        |  
|Interest paid                                                                            |  | $    | 4,351   |   |      | $ | 4,443  |  
|Income taxes paid                                                                        |  | $    | 430     |   |      | $ | 513    |  
|                                                                                         |  |      |         |   |      |   |        |  

See Notes to Consolidated Financial Statements.



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 1. Basis of Presentation

The accompanying unaudited consolidated
financial statements have been prepared in accordance with the instructions to Form 10-Q and, therefore, do not include all of the disclosures and notes required by generally accepted accounting principles. In the opinion of management, all material
adjustments (which are of a normal recurring nature) considered necessary for a fair presentation have been made. The results for the interim period are not necessarily indicative of the results to be expected for the entire year or any other
interim period. The information reported herein should be read in conjunction with the Notes to Consolidated Financial Statements included in the Companys Annual Report on Form 10-K for the year ended December 31, 2007. Certain previously
reported amounts have been reclassified to conform to current presentations.

Principles of Consolidation

The consolidated financial statements of the Company include the accounts of the Company, the Bank and FBC, Inc. All material intercompany transactions and balances have
been eliminated.

Cash and Cash Equivalents

For purpose of
presentation in the consolidated statements of cash flows, cash and cash equivalents are defined as those amounts included in the balance sheet caption cash and due from banks.

Note 2. Allowance for Loan Losses

Changes in the allowance for loan losses
are as follows:



|                                               |  |      |       |   |      |   |       |  
|---------------------------------------------- |  | ---- | ----- | - | ---- | - | ----- | -
|Nine months ended September 30, (In thousands) |  | 2008 |       |   | 2007 |  
|Balance, at January 1                          |  | $    | 1,669 |   |      | $ | 1,640 |  
|Provision charged to expense                   |  |      | 23    |   |      |   | 20    |  
|Recoveries of amounts previously charged off   |  |      | 9     |   |      |   | 52    |  
|Loans charged off                              |  |      | (50   | ) |      |   | (5    | )
|                                               |  |      |       |   |      |   |       |  
|Balance, at September 30,                      |  | $    | 1,651 |   |      | $ | 1,707 |  
|                                               |  |      |       |   |      |   |       |  

Note 3. Commitments and Contingencies

The Companys exposure to credit loss in the event of nonperformance by the other party for commitments to extend credit and standby letters of credit is represented by the contractual amount of those
instruments. The Company uses the same credit policies in making commitments and conditional obligations as for on-balance sheet instruments. A summary of the Companys commitments at September 30 for the years indicated follows:



|                             |  |      |        |      |   |       
|---------------------------- |  | ---- | ------ | ---- | - | ------
|(In thousands)               |  | 2008 |        | 2007
|Commitments to extend credit |  | $    | 13,140 |      | $ | 19,842
|Standby letters of credit    |  |      | 326    |      |   | 1,029 
|                             |  |      |        |      |   |       
|Total                        |  | $    | 13,466 |      | $ | 20,871
|                             |  |      |        |      |   |       



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Note 4. Employee Benefit Plan

The Bank has a qualified noncontributory, defined benefit pension plan, which covers substantially all of its employees. The benefits are primarily based on years of service and earnings. The following is a summary of the components of the
net periodic benefit cost.



|                                                |  |      |      |   |      |   |      |  
|----------------------------------------------- |  | ---- | ---- | - | ---- | - | ---- | -
|Three months ended September 30, (In thousands) |  | 2008 |      |   | 2007 |  
|Service cost                                    |  | $    | 39   |   |      | $ | 45   |  
|Interest cost                                   |  |      | 51   |   |      |   | 51   |  
|Expected return on plan assets                  |  |      | (55  | ) |      |   | (54  | )
|Amortization of net obligation at transition    |  |      | (1   | ) |      |   | (1   | )
|Amortization of prior service cost              |  |      | 1    |   |      |   | 1    |  
|Recognized net actuarial loss                   |  |      |     |   |      |   | 2    |  
|                                                |  |      |      |   |      |   |      |  
|Net periodic benefit cost                       |  | $    | 35   |   |      | $ | 44   |  
|                                                |  |      |      |   |      |   |      |  
|                                                |  |     
|Nine months ended September 30, (In thousands)  |  | 2008 |      |   | 2007 |  
|Service cost                                    |  | $    | 117  |   |      | $ | 135  |  
|Interest cost                                   |  |      | 153  |   |      |   | 153  |  
|Expected return on plan assets                  |  |      | (165 | ) |      |   | (162 | )
|Amortization of net obligation at transition    |  |      | (3   | ) |      |   | (3   | )
|Amortization of prior service cost              |  |      | 3    |   |      |   | 3    |  
|Recognized net actuarial loss                   |  |      |     |   |      |   | 6    |  
|                                                |  |      |      |   |      |   |      |  
|Net periodic benefit cost                       |  | $    | 105  |   |      | $ | 132  |  
|                                                |  |      |      |   |      |   |      |  

The Company previously disclosed in its financial statements for the year ended December 31, 2007, that no
employer contributions are expected to be paid in 2008. As of September 30, 2008, no contributions have been made.

Note 5. Fair Value

Effective January 1, 2008, the Company adopted SFAS No. 157, Fair Value Measurements (SFAS 157) which provides a framework for measuring
and disclosing fair value under generally accepted accounting principles. SFAS 157 requires disclosures about the fair value of assets and liabilities recognized in the balance sheet in periods subsequent to initial recognition, whether the
measurements are made on a recurring basis (for example, available for sale investment securities) or on a nonrecurring basis (for example, impaired loans).

SFAS 157 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between
market participants on the measurement date. SFAS 157 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

The Company utilizes fair value measurements to record fair value adjustments to certain assets and to determine fair value disclosures. Securities available for sale
are recorded at fair value on a recurring basis. Additionally, from time to time, the Company may be required to record at fair value other assets on a nonrecurring basis, such as loans held for sale, loans held for investment and certain other
assets. These nonrecurring fair value adjustments typically involve application of lower of cost or market accounting or write-downs of individual assets.



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Fair Value Hierarchy

Under
SFAS 157, the Company groups assets and liabilities at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine the fair value. These levels are:



|          |  |                                                                                                                                                                                                                                                                                                                                                                                       
|--------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Level 1 - |  | Valuation is based upon quoted prices for identical instruments traded in active markets.                                                                                                                                                                                                                                                                                             
|          | 
|Level 2 - |  | Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation
techniques for which all significant assumptions are observable in the market.                                                                                                          
|          | 
|Level 3 - |  | Valuation is generated from model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect estimates of assumptions
that market participants would use in pricing the asset or liability. Valuation techniques include the use of option pricing models, discounted cash flow models and similar techniques.

Following is a description of valuation methodologies used for assets and liabilities recorded at fair value.

Investment Securities Available for Sale

Investment securities available for sale are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted prices, if available. If quoted prices are not available, fair values are measured using independent
pricing models or other model-based valuation techniques such as the present value of future cash flows, adjusted for the securitys credit rating, prepayment assumptions and other factors such as credit loss assumptions. Level 1 securities
include those traded on an active exchange such as the New York Stock Exchange, Treasury securities that are traded by dealers or brokers in active over- the counter markets and money market funds. Level 2 securities include mortgage backed
securities issued by government sponsored entities, municipal bonds and corporate debt securities. Securities classified as Level 3 include asset-backed securities in less liquid markets.

Loans

The Company does not record loans at fair value on a
recurring basis, however, from time to time, a loan is considered impaired and an allowance for loan loss is established. Loans for which it is probable that payment of interest and principle will not be made in accordance with the contractual terms
of the loan are considered impaired. Once a loan is identified as individually impaired, management measures impairment in accordance with SFAS 114,  Accounting by Creditors for Impairment of a Loan, (SFAS 114). The fair value of
impaired loans is estimated using one of several methods, including the collateral value, market value of similar debt, enterprise value, liquidation value and discounted cash flows. Those impaired loans not requiring a specific allowance represents
loans for which the fair value of expected repayments or collateral exceed the recorded investment in such loans. At September 30, 2008, substantially all of the totally impaired loans were evaluated based upon the fair value of the collateral.
In accordance with SFAS 157, impaired loans where an allowance is established based on the fair value of collateral require classification in the fair value hierarchy. When the fair value of the collateral is based on an observerable market price or
a current appraised value, the Company records the loan as nonrecurring Level 2. When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no
observable market price, the Company records the loan as nonrecurring Level 3.



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Foreclosed Assets

Foreclosed assets are adjusted for fair value upon transfer of the loans to foreclosed assets. Subsequently, foreclosed assets are carried at the lower of carrying value and fair value. Fair value is based upon independent market prices,
appraised value of the collateral or managements estimation of the value of the collateral. When the fair value of the collateral is based on an observable market price or a current appraised value, the Company records the foreclosed asset as
nonrecurring Level 2. When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price, the Company records the foreclosed asset
at nonrecurring Level 3.

Assets and Liabilities Recorded as Fair Value on a Recurring Basis

The table below presents the recorded amount of assets and liabilities measured at fair value on a recurring basis.



|                                         |  |       |        |         |   |         |  |         |        |  |  
|---------------------------------------- |  | ----- | ------ | ------- | - | ------- |  | ------- | ------ |  | -
|(In Thousands)September 30, 2008         |  | Total |        | Level 1 |   | Level 2 |  | Level 3
|Investment securities available for sale |  | $     | 29,147 |         | $ | 958     |  | $       | 28,189 |  | 
|                                         |  |       |        |         |   |         |  |         |        |  |  
|Total assets at fair value               |  | $     | 29,147 |         | $ | 958     |  | $       | 28,189 |  | 
|                                         |  |       |        |         |   |         |  |         |        |  |  

Assets and Liabilities Recorded as Fair Value on a Nonrecurring Basis

The company may be required from time to time, to measure certain assets at fair value on a non- recurring basis in accordance with U.S. generally accepted accounting
principles. These include assets that are measured at the lower of cost or market that were recognized at fair value below cost at the end of the period. Assets measured at fair value on a nonrecurring basis are included in the table below.



|                                 |  |       |       |         |   |         |   |         |  |  
|-------------------------------- |  | ----- | ----- | ------- | - | ------- | - | ------- |  | -
|(In Thousands)September 30, 2008 |  | Total |       | Level 1 |   | Level 2 |   | Level 3
|Loans                            |  | $     | 2,877 |         |  |         | $ | 2,877   |  | 
|Other real estate owned          |  | $     |      |         |  |         | $ |        |  | 
|                                 |  |       |       |         |   |         |   |         |  |  
|Total assets at fair value       |  | $     | 2,877 |         |  |         | $ | 2,877   |  | 
|                                 |  |       |       |         |   |         |   |         |  |  

Note 6. Recent Accounting Pronouncements

The following is a summary of recent authoritative pronouncements:

In December 2007, the FASB issued SFAS No. 141(R),
Business Combinations, (SFAS 141(R)) which replaces SFAS 141. SFAS 141(R) establishes principles and requirements for how an acquirer in a business combination recognizes and measures in its financial statements the
identifiable assets acquired, the liabilities assumed, and any controlling interest; recognizes and measures goodwill acquired in the business combination or a gain from a bargain purchase; and determines what information to disclose to enable users
of the financial statements to evaluate the nature and financial effects of the business combination. FAS 141(R) is effective for acquisitions by the Company taking place on or after January 1, 2009. Early adoption is prohibited. Accordingly, a
calendar year-end company is required to record and disclose business combinations following existing accounting guidance until January 1, 2009. The Company will assess the impact of SFAS 141(R) if and when a future acquisition occurs.



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Note 6. Recent Accounting Pronouncements (continued)



In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial
Statements  an amendment of ARB No. 51 (SFAS 160). SFAS 160 establishes new accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. Before this
statement, limited guidance existed for reporting noncontrolling interests (minority interest). As a result, diversity in practice exists. In some cases minority interest is reported as a liability and in others it is reported in the mezzanine
section between liabilities and equity. Specifically, SFAS 160 requires the recognition of a noncontrolling interest (minority interest) as equity in the consolidated financials statements and separate from the parents equity. The amount of
net income attributable to the noncontrolling interest will be included in consolidated net income on the face of the income statement. SFAS 160 clarifies that changes in a parents ownership interest in a subsidiary that do not result in
deconsolidation are equity transactions if the parent retains its controlling financial interest. In addition, this statement requires that a parent recognize gain or loss in net income when a subsidiary is deconsolidated. Such gain or loss will be
measured using the fair value of the noncontrolling equity investment on the deconsolidation date. SFAS 160 also includes expanded disclosure requirements regarding the interests of the parent and its noncontrolling interests. SFAS 160 is effective
for the Company on January 1, 2009. Earlier adoption is prohibited. The Company is currently evaluating the impact, if any, the adoption of SFAS 160 will have on its financial position, results of operations and cash flows.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities (SFAS 161). SFAS 161 requires
enhanced disclosures about an entitys derivative and hedging activities and thereby improving the transparency of financial reporting. It is intended to enhance the current disclosure framework in SFAS 133 by requiring that objectives for
using derivative instruments be disclosed in terms of underlying risk and accounting designation. This disclosure better conveys the purpose of derivative use in terms of the risks that the entity is intending to manage. SFAS 161 is effective for
the Company on January 1, 2009. This pronouncement does not impact accounting measurements but will result in additional disclosures if the Company is involved in material derivative and hedging activities at that time.

In February 2008, the FASB issued FASB Staff Position No. 140-3, Accounting for Transfers of Financial Assets and Repurchase Financing Transactions
(FSP 140-3). This FSP provides guidance on accounting for a transfer of a financial asset and the transferors repurchase financing of the asset. This FSP presumes that an initial transfer of a financial asset and a repurchase
financing are considered part of the same arrangement (linked transaction) under SFAS No. 140. However, if certain criteria are met, the initial transfer and repurchase financing are not evaluated as a linked transaction and are evaluated
separately under Statement 140. FSP 140-3 will be effective for financial statements issued for fiscal years beginning after November 15, 2008, and interim periods within those fiscal years and earlier application is not permitted. Accordingly,
this FSP is effective for the Company on January 1, 2009. The Company is currently evaluating the impact, if any, the adoption of FSP 140-3 will have on its financial position, results of operations and cash flows.

In April 2008, the FASB issued FASB Staff Position No. 142-3, Determination of the Useful Life of Intangible Assets (FSP 142-3). This FSP
amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142, Goodwill and Other Intangible Assets. The intent of
this FSP is to improve the consistency between the useful life of a recognized intangible asset under SFAS No. 142 and the period of expected cash flows used to measure the fair value of the asset under SFAS No. 141(R), Business
Combinations, and other U.S. generally accepted accounting principles. This FSP is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years and early
adoption is prohibited. Accordingly, this FSP is effective for the Company on January 1, 2009. The Company does not believe the adoption of FSP 142-3 will have a material impact on its financial position, results of operations or cash flows.



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Note 6. Recent Accounting Pronouncements (continued)



In May, 2008, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting
Standard (SFAS) No. 162, The Hierarchy of Generally Accepted Accounting Principles, (SFAS No. 162). SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the
principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States (the GAAP hierarchy). SFAS No. 162 is effective
November 15, 2008. The FASB has stated that it does not expect SFAS No. 162 will result in a change in current practice. The application of SFAS No. 162 will have no effect on the Companys financial position, results of
operations or cash flows.

FSP SFAS 133-1 and FIN 45-4, Disclosures about Credit Derivatives and Certain Guarantees: An Amendment of FASB Statement
No. 133 and FASB Interpretation No. 45; and Clarification of the Effective Date of FASB Statement No. 161, (FSP SFAS 133-1 and FIN 45-4) was issued September 2008, effective for reporting periods (annual or interim)
ending after November 15, 1008. FSP SFAS 133-1 and FIN 45-4 amends SFAS 133 to require the seller of credit derivatives to disclose the nature of the credit derivative, the maximum potential amount of future payments, fair value of the
derivative, and the nature of any recourse provisions. Disclosures must be made for entire hybrid instruments that have embedded credit derivatives.

The
staff position also amends FIN 45 to require disclosure of the current status of the payment/performance risk of the credit derivative guarantee. If an entity utilizes internal groupings as a basis for the risk, how the groupings are determined must
be disclosed as well as how the risk is managed.

The staff position encourages that the amendments be applied in periods earlier than the effective date
to facilitate comparisons at initial adoption. After initial adoption, comparative disclosures are required only for subsequent periods.

FPS SFAS 133-1
and FIN 45-4 clarifies the effective date of SFAS 161 such that required disclosures should be provided for any reporting period (annual or quarterly interim) beginning after November 15, 2008. The adoption of this Staff Position will have no
material effect on the Companys financial position, results of operations or cash flows.

The SECs Office of the Chief Accountant and the staff
of the FASB issued press release 2008-234 on September 30, 2008 (Press Release) to provide clarifications on fair value accounting. The press release includes guidance on the use of managements internal assumptions and the use
of market quotes. It also reiterates the factors in SEC Staff Accounting Bulletin (SAB) Topic 5M which should be considered when determining other-than-temporary impairment: the length of time and extent to which the market
value has been less than cost; financial condition and near-term prospects of the issuer; and the intent and ability of the holder to retain its investment for a period of time sufficient to allow for any anticipated recovery in market value.

On October 10, 2008, the FASB issued FSP SFAS 157-3, Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not
Active (FSP SFAS 157-3). This FSP clarifies the application of SFAS No. 157, Fair Value Measurements (see Note 5) in a market that is not active and provides an example to illustrate key considerations in
determining the fair value of a financial asset when the market for that asset is not active. The FSP is effective upon issuance, including prior periods for which financial statements have not been issued. For the Company, this FSP is effective for
the quarter ended September 30, 2008.

The Company considered the guidance in the Press Release and in FSP SFAS 157-3 when conducting its review for
other-than-temporary impairment as of September 30, 2008 and determined that it did not result in a change to its impairment estimation techniques.



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Note 6. Recent Accounting Pronouncements (continued)



Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies are not
expected to have a material impact on the Companys financial position, results of operations or cash flows.



|Item 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------

Cardinal Bankshares Corporation (the Company and Cardinal Bankshares), a Virginia corporation, is a bank holding company headquartered in Floyd, Virginia. The Company serves the marketplace
primarily through its wholly owned banking subsidiary, Bank of Floyd (the Bank), a Virginia chartered, Federal Reserve member commercial bank. The Banks deposits are insured by the Federal Deposit Insurance Corporation (the
FDIC) to the extent provided by law. Bank of Floyd is supervised and examined by the Federal Reserve and the Bureau of Financial Institutions of the State Corporation Commission of the Commonwealth of Virginia (the SCC). At
September 30, 2008, the Bank operated eight branch facilities in the counties of Floyd, Montgomery, Roanoke, Pulaski and Carroll. The main office is in Floyd with a limited service office located in Willis. The Roanoke offices are in the Cave
Spring and Tanglewood Mall areas of Roanoke County. The Salem office is located on West Main Street in Salem, Virginia. The Hillsville office is located in Carroll County. The Christiansburg office serves Montgomery County. The Banks Pulaski
County office is located in the Fairlawn community.

Through Bank of Floyds network of banking facilities, Cardinal Bankshares provides a wide range
of commercial banking services to individuals, small to medium-sized businesses, institutions and governments located in Virginia. The Company conducts substantially all of the business operations of a typical independent commercial bank, including
the acceptance of checking and savings deposits, and the making of commercial, real estate, personal, home improvement, automobile and other installment loans. The Company also offers other related services, such as travelers checks, safe
deposit boxes, depositor transfer, customer note payment, collection, notary public, escrow, drive-in and ATM facilities, and other customary banking services. Cardinal Bankshares does not offer trust services.

The following discussion provides information about the major components of the financial condition, results of operations, asset quality, liquidity, and capital
resources of Cardinal Bankshares. The discussion and analysis should be read in conjunction with the Consolidated Financial Statements.

Critical
Accounting Policy

Management believes the policy with respect to the methodology for the determination of the allowance for loan losses involve a high
degree of complexity. Management must make difficult and subjective judgments, assumptions or estimates about highly uncertain matters. Changes in these judgments, assumptions or estimates could cause reported results to differ materially. This
critical policy and its application are periodically reviewed with the Audit Committee and Board of Directors.

FINANCIAL CONDITION

Total assets as of September 30, 2008 were $216.1 million, an increase of $6.8 million from year-end 2007. Total loans increased 17.4% or $21.6 million during the
first nine months of this year to $146.1 million, due to increased emphasis on loan growth and decreasing interest rates.

The investment securities
portfolio reflected a slight increase of $553 thousand in an effort made to increase income by investing in securities due to falling interest rates paid on overnight funds. Federal funds sold declined $5.4 million during the first nine months of
this year.



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As of September 30, 2008, total deposits were $184.2 million, up approximately $6.6 million compared to year-end
2007. Non-interest-bearing core deposits decreased 5.6% or $1.7 million to $27.9 million as compared to $29.6 million at year-end 2007. Interest-bearing deposits increased 5.5% or $8.2 million to $156.3 million. The decrease in non-interest bearing
deposits and the increase in interest-bearing deposits were due primarily to the turbulent financial events that occurred during the quarter. Deposits greater than $100 thousand amounted to $63.8 million at September 30, 2008 as compared to
$57.3 million at year-end 2007.

Stockholders equity was $30.2 million as of September 30, 2008 compared to $29.9 million as of
December 31, 2007. Year-to-date net income of $1.2 million accounted for the major portion of the change in stockholders equity occurring over the first nine months of the year. Other factors affecting the change in stockholders
equity were the payment on June 30, 2008 of the Companys regular semi-annual cash dividend totaling $445 thousand, and the decline in accumulated other comprehensive income of $687 thousand caused by a decline in the market value of the
available for sale portion of the Companys investment portfolio. Management believes this decline in market value is a temporary decline.

RESULTS
OF OPERATIONS

Net income for the three months ended September 30, 2008 was $407 thousand, down 18.8% compared to $501 thousand for the three
months ended September 30, 2007. Diluted earnings per share decreased 18.2% to $.27 for the three months ended June 30, 2008. Diluted earnings per share for the same period a year earlier was $.33.

Total interest income for the three months ended September 30, 2008 decreased $241 thousand to $3.1 million, a decrease of 7.3% over the same prior year quarter.
This resulted primarily from the effect of decreased earnings from federal funds sold and deposits with banks due to declining interest rates. During the same period loan income increased $130 thousand or 5.7% to $2.4 million and investment income
increased $31 thousand or 5.7% to $575 thousand. Noninterest income decreased 13.5% to $153 thousand primarily due to reduced earnings from bank owned life insurance. Total interest expense decreased $84 thousand to $1.4 million, reflecting reduced
interest rates paid on interest-bearing deposits accounts. Noninterest expense decreased $114 thousand or 8.5% to $1.2 million for the third quarter of 2008 as compared to the third quarter of 2007 due primarily to lower other operating expenses.

Net income for the nine months ended September 30, 2008 was $1.2 million, down 29.1% compared to $1.7 million for the nine months ended
September 30, 2007. Diluted earnings per share decreased 29.5% to $.79 for the nine months ended September 30, 2008. Diluted earnings per share for the same period a year earlier was $1.12.

Interest income for the nine months ended September 30, 2008 decreased $603 thousand to $9.1 million, a decrease of 6.2% compared to the nine months ended
September 30, 2007. This resulted primarily from the effect of decreased earnings from federal funds sold and deposits with banks due to declining interest rates. During the same period loan income increased $192 thousand or 2.8% to $7.0
million and investment income increased $152 thousand or 9.8% to $1.7 million. Total interest expense decreased $107 thousand to $4.4 million compared to the nine month period ended September 30, 2007. Net interest income after the provision
for loan provision losses for the nine months ended September 30, 2008 decreased $499 thousand to $4.8 million.

Total noninterest income for the nine
months ended September 30, 2008 showed a decrease of $89 thousand primarily due to a reduction in other operating income relating specifically to decreased BOLI income. Total noninterest expense for the comparable nine month period ended
September 30 increased to $3.9 million with the primary factors being increases in salaries and employee benefits.

ASSET QUALITY

The allowance for loan losses represents managements estimate of an amount adequate to absorb potential future losses inherent in the loan portfolio. In
assessing the adequacy of the allowance, management relies predominately on its ongoing review of the lending process and the risk characteristics of the portfolio in the aggregate. Among other factors, management considers the Companys loan
loss experience, the amount of past-due loans, current and anticipated economic conditions, and the estimated current values of collateral securing loans in assessing the level of the allowance for loan losses. In the first nine months of 2008, the
provision for loan losses was $23 thousand as compared to $20 thousand provision for the same



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period in 2007. Based upon managements periodic reviews of the loan portfolio using the above-mentioned factors, the current year increase in the
provision for loan losses was felt appropriate. Management believes the provision recorded in 2008 maintains the allowance at a level adequate to cover potential losses. For the three months ending September 30, 2008 the provision for loan
losses increased $78 thousand compared to the same period for 2007.

The allowance for loan losses totaled $1.7 million at September 30, 2008. The
allowance for loan losses to period end loans was 1.13% at September 30, 2008 compared to 1.34% and 1.45% at December 31, 2007 and September 30, 2007, respectively. The allowance for loan losses to period end loans percentage has
continued to decrease due to increasing total loans. The Company recovered balances previously charged off on loans in the amount of $9 thousand during the first nine months of 2008. This compares with recoveries for the nine months ended
September 30, 2007 of $52 thousand.

While management uses all available information to recognize losses on loans, future additions to the allowance
may be necessary based on changes in economic conditions. Various regulatory agencies, as an integral part of their examination process, periodically review the Companys allowance for loan losses. Such agencies may require the Company to
recognize additions to the allowance based on their judgments about information available to them at the time of their examination.

Nonperforming assets,
which consist of nonaccrual loans, loans 90 days or more past due and other real estate owned, were $543 thousand as of September 30, 2008 compared to $858 thousand as of December 31, 2007. Management does not expect to incur any material
losses related to nonperforming assets. As of September 30, 2008 the Companys impaired loans with a valuation allowance amounted to $2.9 million, a decrease of $400 thousand from December 31, 2007. The valuation allowance related to
the loans was $486 thousand at September 30, 2008 and $703 thousand at December 31, 2007.

LIQUIDITY

In determining the Companys liquidity requirements, both sides of the balance sheet are managed to ensure that adequate funding sources are available to support
loan growth, deposit withdrawals or any unanticipated need for funds.

Securities available for sale that mature within one year, or securities that have a
weighted average life of one year or less are sources of liquidity. Anticipated mortgage-backed securities pay downs and maturing loans also generate cashflows to meet liquidity requirements. Wholesale funding sources are also used to supply
liquidity such as federal funds purchased and large denomination certificates of deposit. The Company considers its sources of liquidity to be adequate to meet its anticipated needs.

CAPITAL RESOURCES

Cardinal Bankshares capital position provides the necessary assurance required to support
anticipated asset growth and to absorb potential losses.

The Companys Tier I capital position was $30.8 million at September 30, 2008, or
19.39% of risk-weighted assets. Total risk-based capital was $32.5 million or 20.42% of risk-weighted assets.

Tier I capital consists primarily of common
stockholders equity, while total risk-based capital includes the allowance for loan losses. Risk weighted assets are determined by assigning various levels of risk to different categories of assets and off-balance sheet activities. To be well
capitalized under current risk-based capital standards, all banks are required to have Tier I capital of at least 4% and total capital of 8%. Based on these standards, Cardinal Bankshares is categorized as well capitalized at September 30,
2008.

In addition to the risk-based capital guidelines, banking regulatory agencies have adopted leverage capital ratio requirements. The leverage ratio
 or core capital to assets ratio  works in tandem with the risk-capital guidelines. The minimum leverage ratios range from three to five percent. At September 30, 2008, the Companys leverage capital ratio was 14.50%.



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A WARNING ABOUT FORWARD-LOOKING STATEMENTS

This Form 10-Q contains forward-looking statements. The Company may also make written forward-looking statements in periodic reports to the Securities and Exchange Commission, proxy statements, offering circulars and
prospectuses, press releases and other written materials and oral statements made by Cardinal Bankshares officers, directors or employees to third parties. Statements that are not historical facts, including statements about the Companys
beliefs and expectations, are forward-looking statements. These statements are based on beliefs and assumptions of the Companys management, and on information currently available to management. Forward-looking statements include statements
preceded by, followed by or that include the words believes, expects, estimates, anticipates, plans, or similar expressions. Forward-looking statements speak only as of the date they are
made, and the Company undertakes no obligation to update publicly any of them in light of new information or future events.

Forward-looking statements
involve inherent risks and uncertainties. Management cautions the readers that a number of important factors could cause actual results to differ materially from those contained in any forward-looking statement. Such factors include, but are not
limited to, the following: competitive pressures among depository and other financial institutions may increase significantly; changes in the interest rate environment may reduce margins; general economic or business conditions may lead to a
deterioration in credit quality or a reduced demand for credit; legislative or regulatory changes, including changes in accounting standards, may adversely affect the business in which Cardinal Bankshares is engaged; changes may occur in the
securities markets; and competitors of the Company may have greater financial resources and develop products that enable such competitors to compete more successfully than Cardinal Bankshares.

Other factors that may cause actual results to differ from the forward-looking statements include the following: the timely development of competitive new products and
services by the Company and the acceptance of such products and services by customers; changes in consumer spending and savings habits; the effects of competitors pricing policies; the Companys success in managing the costs associated
with the expansion of existing distribution channels and developing new ones, and in realizing increased revenues from such distribution channels, including cross-selling initiatives; and mergers and acquisitions and their integration into the
Company and managements ability to manage these other risks.

Management of Cardinal Bankshares believes these forward-looking statements are
reasonable; however undue reliance should not be placed on such forward-looking statements, which are based on current expectations.

Forward-looking
statements are not guarantees of performance. They involve risks, uncertainties and assumptions. The future results and stockholder values of Cardinal Bankshares may differ materially from those expressed in forward-looking statements contained in
this report. Many of the factors that will determine these results and values are beyond the Companys ability to control or predict.



|Item 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|------- | ----------------------------------------------------------

Under
the newly created filer category of smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, the Company is not required to provide information requested by Part I., Item 3. of its Form 10-Q.



|Item 4T. | CONTROLS AND PROCEDURES
|-------- | -----------------------

As of the end of the period to which this
report relates, the Company has carried out an evaluation, under the supervision and with the participation of the Companys management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and
operation of our disclosure controls and procedures in accordance with Rule 13a-15(b) of the Securities Exchange Act of 1934 (the Exchange Act).



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The design of any system of controls is based in part upon certain assumptions about the likelihood of future events.
There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, there can be no
assurance that any design will succeed in achieving its stated goal under every potential condition, regardless of how remote. While we have evaluated the operation of our disclosure controls and procedures and found them effective, there can be no
assurance that they will succeed in every instance to achieve their objective.

Based on that evaluation, the Chief Executive Officer and Chief Financial
Officer concluded that our disclosure controls and procedures are effective in enabling us to record, process, summarize and report effectively and in a timely manner the information required to be disclosed in reports we file under the Exchange
Act. There have not been any changes in our internal control over financial reporting that occurred during the last quarter that has materially affected, or is reasonably likely to materially affect, internal control over financial reporting.

Part II. OTHER INFORMATION

Item: 1  Legal proceedings

The Company was named as a defendant in a complaint filed by its former Chief Financial Officer Dave
Welch with the United States Department of Labor (DOL) under Section 806 of the Sarbanes-Oxley Act. Mr. Welch alleged in his complaint that his termination in October, 2002 by the Companys Board of Directors violated the
Act. He sought reinstatement, back pay and damages. The Company maintained that the independent members of its Board of Directors terminated Mr. Welch lawfully because he refused to comply with the directives of the Audit Committee in their
attempt to investigate Mr. Welchs own allegations related to the Companys financial reporting. The Audit Committee, after full investigation, later concluded that Mr. Welchs allegations had no merit. The Boards
decision was initially upheld by the DOL. Mr. Welch appealed that decision. A DOL Administrative Law Judge reversed the earlier decision in the Companys favor and entered a decision in favor of Mr. Welch in January 2004. The Company
filed a petition for review with the Administrative Review Board of the DOL (ARB) and on May 31, 2007, the ARB reversed the decision of the Administrative Law Judge and entered the final order of the DOL in favor of the Company.
Mr. Welch appealed the DOLs decision to the United States Court of Appeal for the Fourth Circuit on July 19, 2007. On August 5, 2008 the Fourth Circuit denied Mr. Welchs appeal and affirmed the DOLs decision in
favor of the Company. On September 19, 2008 Mr. Welch petitioned the Fourth Circuit for a rehearing. On October 3, 2008 the Fourth Circuit denied Mr. Welchs petition and confirmed its earlier decision in favor of the
Company.



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##### Table of Contents

| | 1A. | Risk factors
| | --- | ------------

Under the newly created filer category of
smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, the Company is not required to provide information requested by Part II, Item 1A of its Form 10-Q.



| | 2 | Unregistered sales of equity securities and use of proceeds  None
| | - | ------------------------------------------------------------------



| | 3 | Defaults upon senior securities  None
| | - | --------------------------------------



| | 4 | Submission of matters to a vote of security holders  None
| | - | ----------------------------------------------------------



| | 5 | Other information  None
| | - | ------------------------



| | 6 | Exhibits
| | - | --------

31.1  Certification of Chief Executive
Officer Pursuant To Rule 13a-14(a)

31.2  Certification of Chief Financial Officer Pursuant To Rule 13a-14(a)

32.1  Certification of Chief Executive Officer and Chief Financial Officer Pursuant To 18 U.S.C. Section 1350



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##### Table of Contents

SIGNATURES

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



|                                             
|---------------------------------------------
|CARDINAL BANKSHARES CORPORATION              
|                                             
|/s/ Ronald Leon Moore                        
|Ronald Leon Moore                            
|Chairman, President & Chief Executive Officer
|                                             
|/s/ J. Alan Dickerson                        
|J. Alan Dickerson                            
|Vice President & Chief Financial Officer     

Date: November 6, 2008



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