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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 10-K
              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2004

                         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, Virginia 24060
               (Address of principal executive offices) (Zip Code)

                                 (540) 951-6300
              (Registrant's telephone number, including area code)

           Securities registered pursuant to Section 12(b) of the Act:
                                      None

           Securities registered pursuant to Section 12(g) of the Act:
                     Common Stock, Par Value $2.50 per Share

    Indicate by a 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 if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. |X|

    Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes |X| No |_|

    The aggregate market value of the voting common equity held by nonaffiliates
of the Registrant as of June 30, 2004 was approximately $140,111,761.

Indicate the number of shares outstanding of each of the Registrant's classes of
common stock, as of the latest practicable date.

                     Class Outstanding at February 15, 2005
                     Common Stock, $2.50 Par Value 3,519,002

                       DOCUMENTS INCORPORATED BY REFERENCE

Selected information from the Registrant's Proxy Statement for the Annual
Meeting to be held April 12, 2005 and filed with the Securities and Exchange
Commission pursuant to Regulation 14A, is incorporated by reference into Part
III of this report.

                        (This report contains 69 pages.)
                     (The Index of Exhibits is on page 67.)


<PAGE>



                                Table of Contents

                                                                     Page
Part I
------
Item 1.  Business                                                      3

Item 2.  Properties                                                   10

Item 3.  Legal Proceedings                                            11

Item 4.  Submission of Matters to a Vote of
           Security Holders                                           11

Part II
-------
Item 5.  Market for Registrant's Common
           Equity and Related Stockholder
           Matters and Issuer Purchases of Equity Securties           11

Item 6.  Selected Financial Data                                      12

Item 7.  Management's Discussion and Analysis
           of Financial Condition and Results
           of Operations                                              13

Item 7A. Quantitative and Qualitative
           Disclosures About Market Risk                              32

Item 8.  Financial Statements and
           Supplementary Data                                         33

Item 9.  Changes in and Disagreements with
           Accountants on Accounting and
           Financial Disclosure                                       58

Item 9A. Controls and Procedures                                      58

Item 9B. Other Information                                            59

Part III
--------
Item 10. Directors and Executive Officers of
           the Registrant                                             59

Item 11. Executive Compensation                                       59

Item 12. Security Ownership of Certain
           Beneficial Owners and Management                           60

Item 13. Certain Relationships and Related
           Transactions                                               60

Item 14.  Principal Accounting Fees and Services                      60

Part IV
-------
Item 15.  Exhibits and Financial Statement Schedules                  61

Signatures                                                            62

Index of Exhibits                                                     67

                                       2
                                     <PAGE>


Part I
$ In thousands, except per share data.

Item 1.  Business

History and Business

    National Bankshares, Inc. (Bankshares or NBI) is a financial holding company
organized under the laws of Virginia in 1986 and registered under the Bank
Holding Company Act (BHCA). Bankshares conducts the majority of its business
operations through its two wholly-owned bank subsidiaries, The National Bank of
Blacksburg (NBB) and Bank of Tazewell County (BTC), and through National
Bankshares Financial Services, Inc. (NBFS), doing business as National
Bankshares Investment Services and National Bankshares Insurance Services,
collectively referred to as "The Company". Bankshares posts all reports required
to be filed under the Securities Exchange Act of 1934 on its web site at
www.nationalbankshares.com.

The National Bank of Blacksburg

    The National Bank of Blacksburg was originally chartered as the Bank of
Blacksburg in 1891. Its state charter was converted to a national charter in
1922 and it became The National Bank of Blacksburg. NBB operates a full-service
banking business from its headquarters in Blacksburg, Virginia, and its fourteen
area branch offices. NBB offers general retail and commercial banking services
to individuals, businesses, local government units and institutional customers.
These products and services include accepting deposits in the form of checking
accounts, money market deposit accounts, interest-bearing demand deposit
accounts, savings accounts and time deposits; making real estate, commercial,
revolving, consumer and agricultural loans; offering letters of credit;
providing other consumer financial services, such as automatic funds transfer,
collections, night depository, safe deposit, travelers checks, savings bond
sales and utility payment services; and providing other miscellaneous services
normally offered by commercial banks. NBB also conducts a general trust
business. Through its trust operation, NBB offers a variety of personal and
corporate trust services.
    NBB makes loans in all major loan categories, including commercial,
commercial and residential real estate, construction and consumer loans.
    At December 31, 2004, NBB had total assets of $472,163. Total deposits at
this date were $420,744. NBB's net income for 2004 was $8,665, which produced a
return on average assets of 1.96% and a return on average stockholders' equity
of 18.99%. Refer to Note 12, of the Notes to Consolidated Financial Statements
for NBB's risk-based capital ratios.

Bank of Tazewell County

    The antecedents of BTC are in a charter issued on September 28, 1889 for
Clinch Valley Bank. On December 22, 1893, a second charter was issued in
substantially the same form for Bank of Clinch Valley. In 1929, Bank of Clinch
Valley merged with Farmers Bank under the charter of the former, and the name of
the new institution became Farmers Bank of Clinch Valley. Bank of Tazewell
County resulted from the 1964 merger of Bank of Graham, Bluefield, Virginia with
Farmers Bank of Clinch Valley. BTC merged with Bankshares in 1996. BTC provides
general retail and commercial banking services to individuals, businesses and
local government units. These services include commercial, real estate and
consumer loans. Deposit accounts offered include demand deposit accounts,
interest-bearing demand deposit accounts, money market deposit accounts, savings
accounts and certificates of deposit. Other services include automatic funds
transfer, collections, night depository, safe deposit, travelers checks, savings
bond sales and utility payment services; and providing other miscellaneous
services normally offered by commercial banks. BTC also conducts a general trust
business.
    At December 31, 2004, BTC had total assets of $321,236. Total deposits at
this same date were $285,328. BTC's net income for 2004 was $3,711, which
produced a return on average assets of 1.20% and a return on average
stockholders' equity of 10.83%. Refer to Note 12, of the Notes to Consolidated
Financial Statements for BTC's risk-based capital ratios.

National Bankshares Financial Services

    On April 9, 2001, National Bankshares Financial Services Inc., a
wholly-owned subsidiary, began offering non-deposit investment products and
insurance products for sale to the public. NBFS is working with Bankers
Insurance, LLC, a joint effort of Virginia banks originally sponsored by the
Virginia Bankers Association. In the first quarter of 2004, NBFS ended its
previous association with UVEST Financial Services Group, Inc. and began
offering investment services through Bankers Investments, LLC.

Commercial Loans

    NBB and BTC make both secured and unsecured loans to businesses and to
individuals for business purposes. Loan requests are granted based upon several
factors including credit history, past and present relationships with the bank,
marketability of collateral and the cash flow of the borrowers. Unsecured
commercial loans must be supported by a satisfactory balance sheet and income
statement. Collateralized business loans may be secured by a security interest
in marketable equipment, accounts receivable, business equipment and/or general
intangibles of the business. In addition, or as an alternative, the loan may be

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                                     <PAGE>

secured by a deed of trust lien on business real estate.
    The risks associated with commercial loans are related to the strength of
the individual business, the value of loan collateral and the general health of
the economy.

Residential Real Estate Loans

    Loans secured by residential real estate are originated by both bank
subsidiaries. NBB sells a substantial percentage of the residential real estate
loans it originates in the secondary market on a servicing released basis. There
are occasions when a borrower or the real estate do not qualify under secondary
market criteria, but the loan request represents a reasonable credit risk. Also,
an otherwise qualified borrower may choose not to have their mortgage loan sold.
On these occasions, if the loan meets NBB's internal underwriting criteria, the
loan will be closed and placed in NBB's portfolio. Some residential loans
originated by BTC are held in the bank's loan portfolio and others are sold in
the secondary market. In their secondary market operations, NBB and BTC
participate in insured loan programs sponsored by the Department of Housing and
Urban Development, the Veterans Administration and the Virginia Housing
Development Authority.
    Residential real estate loans carry risk associated with the continued
credit-worthiness of the borrower and changes in the value of the collateral.

Construction Loans

    NBB makes loans for the purpose of financing the construction of business
and residential structures to financially responsible business entities and
individuals. These loans are subject to the same credit criteria as commercial
and residential real estate loans. Although BTC offers construction loans, its
involvement in this area of lending is more limited than NBB's due to the nature
of its market area.
    In addition to the risks associated with all real estate loans, construction
loans bear the risks that the project will not be finished according to
schedule, the project will not be finished according to budget and the value of
the collateral may at any point in time be less than the principal amount of the
loan. Construction loans also bear the risk that the general contractor, who may
or may not be the bank's loan customer, is unable to finish the construction
project as planned because of financial pressures unrelated to the project.
Loans to customers that are made as permanent financing of construction loans
may likewise under certain circumstances be affected by external financial
pressures.

Consumer Loans

    NBB and BTC routinely make consumer loans, both secured and unsecured. The
credit history, cash flow and character of individual borrowers is evaluated as
a part of the credit decision. Loans used to purchase vehicles or other specific
personal property and loans associated with real estate are usually secured with
a lien on the subject vehicle or property.
    Negative changes in a customer's financial circumstances due to a large
number of factors, such as illness or loss of employment, can place the
repayment of a consumer loan at risk. In addition, deterioration in collateral
value can add risk to consumer loans.

Sales and Purchases of Loans

    NBB and BTC will occasionally buy or sell all or a portion of a loan. These
purchases and sales are in addition to the secondary market residential mortgage
loans regularly sold by the banks.
    Both banks will consider selling a loan or a participation in a loan, if:
(i) the full amount of the loan will exceed the bank's legal lending limit to a
single borrower; (ii) the full amount of the loan, when combined with a
borrower's previously outstanding loans, will exceed the bank's legal lending
limit to a single borrower; (iii) the Board of Directors or an internal Loan
Committee believes that a particular borrower has a sufficient level of debt
with the bank; (iv) the borrower requests the sale; (v) the loan to deposit
ratio is at or above the optimal level as determined by bank management; and/or
(vi) the loan may create too great a concentration of loans in one particular
location or in one particular type of loan.
    The banks will consider purchasing a loan, or a participation in a loan,
from another financial institution (including from another subsidiary of the
Company) if the loan meets all applicable credit quality standards and (i) the
bank's loan to deposit ratio is at a level where additional loans would be
desirable; and/or (ii) a common customer requests the purchase.
    The following table sets forth, for the three fiscal years ended December
31, 2004, 2003 and 2002, the percentage of total operating revenue contributed
by each class of similar services which contributed 18% or more of total
operating revenues of the Company during such periods.

                                       4
                                     <PAGE>


                                                                 Percentage of
Period                       Class of Service                    Total Revenues
------                       ----------------                    --------------
December 31, 2004            Interest and Fees on Loans              61.30%
                             Interest on Investments                 23.60%
December 31, 2003            Interest and Fees on Loans              68.59%
                             Interest on Investments                 23.35%
December 31, 2002            Interest and Fees on Loans              66.90%
                             Interest on Investments                 20.65%

Market Area

The National Bank of Blacksburg Market Area

    NBB's primary market area consists of all of Montgomery County, all of Giles
County, all of Pulaski County, the City of Radford, the City of Galax and
adjacent portions of Carroll and Grayson Counties, Virginia. This area includes
the towns of Blacksburg and Christiansburg in Montgomery County, the towns of
Pearisburg, Pembroke, Narrows and Rich Creek, in Giles County, and the towns of
Dublin and Pulaski in Pulaski County. The local economy is diverse and is
oriented toward higher education, retail and service, light manufacturing and
agriculture.
    Montgomery County's largest employer is Virginia Polytechnic Institute and
State University (VPI & SU) located in Blacksburg. VPI & SU is the
Commonwealth's land grant college and also its largest university. Employment at
VPI & SU has remained relatively stable over the past three years, and it is not
expected to change materially in the next few years. A second state supported
university, Radford University, is located in NBB's service area. It too has
provided stable employment opportunities in the region.
    Giles County's primary employer is the Celanese plant, a manufacturer of
acetate fibers. Employment at this plant remained relatively stable until the
3rd quarter of 2004. At that time 300 employees, or approximately one tenth of
its work force, were laid off.
    Pulaski County's major employer is the Volvo Heavy Trucks production
facility. Employment trends at this facility have been positive over the past
three years. The county also has several large furniture plants, most notably
Pulaski Furniture. Furniture manufacturing has recently been negatively impacted
by growing furniture imports.
    The City of Galax is located in the Virginia-North Carolina
furniture-manufacturing region. Three furniture companies, Vaughan Bassett
Furniture Company, Vaughan Furniture Company, Inc. and Webb Furniture Company
together employ the largest percentage of the area's work force. The Galax
economy is stable, but recently furniture manufacturing has been negatively
affected.
    Several other small manufacturing concerns are located in Montgomery, Giles
and Pulaski Counties and in the City of Galax. These concerns manufacture
diverse products and are not dependent on one sector of the economy. Agriculture
and tourism are also important to the region, especially in Giles County and in
the area near Galax.
    Montgomery County has developed into a regional retail center, with the
construction of several large shopping areas. Two area hospitals, each of which
is affiliated with different large health care systems, have constructed
additional facilities attracting health care providers to Montgomery County,
making it a center for basic health care services. VPI & SU's Corporate Research
Center has brought small high tech companies to Blacksburg, and further
expansion is planned.
    NBB's primary market area offers the advantages of a good quality of life,
scenic beauty, moderate climate and the cultural attractions of two major
universities. The region has marketed itself as a retirement destination, and it
has had some recent success attracting retirees, particularly from the Northeast
and urban Northern Virginia. These marketing efforts are expected to continue.

Bank of Tazewell County Market Area

    Most of BTC's business originates from Tazewell County, Virginia and Mercer
County, West Virginia. This includes the towns of Tazewell, Richlands and
Bluefield, Virginia and Bluefield, West Virginia. BTC also has offices located
in the towns of Wytheville, Marion and Abingdon located in Wythe, Smyth and
Washington Counties, Virginia, respectively. BTC's primary market area has
largely depended on the coal mining industry and farming for its economic base.
In recent years, coal companies have mechanized, reducing the number of
individuals required for the production of coal. However, there are still a
number of support industries for the coal mining business that continue to
provide employment in the area. Additionally, several new businesses have been
established in the area. Real estate values remain stable and comparable to
other areas in Southwest Virginia. BTC's expanded market areas in Wythe, Smyth
and Washington Counties have a diverse economic base, with manufacturing,
agriculture, education and service industries all represented.

Competition

    The banking and financial service business in Virginia, generally, and in
NBB's and BTC's market areas specifically, is highly competitive. The
increasingly competitive environment is a result of changes in regulation,
changes in technology and product delivery systems and new competition from
non-traditional financial services. The Company's bank subsidiaries compete for

                                       5
                                     <PAGE>

loans and deposits with other commercial banks, savings and loan associations,
securities and brokerage companies, mortgage companies, money market funds,
credit unions, insurance companies and other nonbank financial service
providers. Many of these competitors are much larger in total assets and
capitalization, have greater access to capital markets and offer a broader array
of financial services than NBB and BTC. In order to compete, NBB and BTC rely
upon service-based business philosophies, personal relationships with customers,
specialized services tailored to meet customers' needs and the convenience of
office locations. In addition, the banks are generally competitive with other
financial institutions in their market areas with respect to interest rates paid
on deposit accounts, interest rates charged on loans and other service charges
on loans and deposit accounts.

Registrant's Organization and Employment

    Bankshares, NBB, BTC and NBFS are organized in a holding company/subsidiary
structure. Until January 1, 2002, Bankshares had no employees, except for
officers, and it conducted substantially all of its operations through its
subsidiaries. Until January 1, 2002, all compensation paid to Bankshares
officers was paid by the subsidiary banks, except for fees paid to Chairman,
President and Chief Executive Officer James G. Rakes for his service as a
director of the Company. In 2002, several administrative functions that serve
multiple subsidiaries were moved to the holding company level. These functions
include audit, compliance, loan review and human resources. Employees performing
these functions who were formerly employed at the bank level are now employed at
the holding company level.
    At December 31, 2004, NBB employed 152 full time equivalent employees at its
main office, operations center and branch offices. BTC at December 31, 2004
employed 97.5 full time equivalent employees in its various offices and
operational areas. Bankshares had 17 and NBFS had 3 full time employees at
December 31, 2004.

Certain Regulatory Considerations

    Bankshares, NBB and BTC are subject to various state and federal banking
laws and regulations which impose specific requirements or restrictions on and
provide for general regulatory oversight with respect to virtually all aspects
of operations. As a result of the substantial regulatory burdens on banking,
financial institutions, including Bankshares, NBB and BTC, are disadvantaged
relative to other competitors who are not as highly regulated, and their costs
of doing business are much higher. The following is a brief summary of the
material provisions of certain statutes, rules and regulations which affect
Bankshares, NBB and/or BTC. This summary is qualified in its entirety by
reference to the particular statutory and regulatory provisions referred to
below and is not intended to be an exhaustive description of the statutes or
regulations which are applicable to the businesses of Bankshares, NBB and/or
BTC. Any change in applicable laws or regulations may have a material adverse
effect on the business and prospects of Bankshares, NBB and/or BTC.

National Bankshares, Inc.

    Bankshares is a bank holding company within the meaning of the BHCA and
Chapter 13 of the Virginia Banking Act, as amended (the Virginia Banking Act).
The activities of Bankshares also are governed by the Gramm-Leach-Bliley Act of
1999.
    The Bank Holding Company Act. The BHCA is administered by the Federal
Reserve Board, and Bankshares is required to file with the Federal Reserve Board
an annual report and any additional information the Federal Reserve Board may
require under the BHCA. The Federal Reserve Board also is authorized to examine
Bankshares and its subsidiaries. The BHCA requires every bank holding company to
obtain the approval of the Federal Reserve Board before (i) it or any of its
subsidiaries (other than a bank) acquires substantially all the assets of any
bank; (ii) it acquires ownership or control of any voting shares of any bank if
after the acquisition it would own or control, directly or indirectly, more than
5% of the voting shares of the bank; or (iii) it merges or consolidates with any
other bank holding company.
    The BHCA and the Change in Bank Control Act, together with regulations
promulgated by the Federal Reserve Board, require that, depending on the
particular circumstances, either Federal Reserve Board approval must be obtained
or notice must be furnished to the Federal Reserve Board and not disapproved
prior to any person or company acquiring "control" of a bank holding company,
such as Bankshares, subject to certain exemptions. Control is conclusively
presumed to exist if an individual or company acquires 25% or more of any class
of voting securities of Bankshares. Control is rebuttably presumed to exist if a
person acquires 10% or more, but less than 25%, of any class of voting
securities of Bankshares. The regulations provide a procedure for challenging
the rebuttable control presumption.
    Under the BHCA, a bank holding company is generally prohibited from engaging
in, or acquiring direct or indirect control of more than 5% of the voting shares
of any company engaged in nonbanking activities, unless the Federal Reserve
Board, by order or regulation, has found those activities to be so closely
related to banking or managing or controlling banks as to be incident to
banking. Under recent amendments to the BHCA, included in the Gramm-Leach-Bliley
Act of 1999 (see below), any bank holding company, all the depository
institution subsidiaries of which are well-capitalized, well managed (as those
terms are defined in the BHCA) and have a satisfactory or better rating under
the Community Reinvestment Act as of their last examination, may file an
election with the Federal Reserve Board to become a Financial Holding Company. A
Financial Holding Company may engage in any activity that is (i) financial in
nature (ii) incidental to a financial activity or (iii) complementary to a
financial activity. The BHCA provides a long list of "financial activities",
including: insurance underwriting; securities dealing and underwriting;
providing financial, investment or economic arising services; and merchant

                                       6
                                     <PAGE>

banking activities. Financial Holding Companies may also engage in other
activities that the Federal Reserve Board has determined are permissible under
the BHCA, by regulation or order.
    The Federal Reserve Board imposes certain capital requirements on Bankshares
under the BHCA, including a minimum leverage ratio and a minimum ratio of
"qualifying" capital to risk-weighted assets. Subject to its capital
requirements and certain other restrictions, Bankshares can borrow money to make
a capital contribution to NBB or BTC, and these loans may be repaid from
dividends paid from NBB or BTC to Bankshares (although the ability of NBB or BTC
to pay dividends are subject to regulatory restrictions). Bankshares can raise
capital for contribution to NBB and BTC by issuing securities without having to
receive regulatory approval, subject to compliance with federal and state
securities laws.
    The Gramm-Leach-Bliley Act. The Gramm-Leach-Bliley Act (the GLBA), enacted
on November 12, 1999, broadly rewrote financial services legislation. The GLBA
permits significant combinations among different sectors of the financial
services industry; allows for significant expansion of financial service
activities by Bank holding companies and provides for a regulatory framework by
various governmental authorities responsible for different financial activities;
and offers certain financial privacy protections to consumers. The GLBA repealed
affiliation and management interlock prohibitions of the Depression-era
Glass-Steagall Act and, by amending the Bank Holding Company Act, the GLBA added
new substantive provisions to the non-banking activities permitted under the
BHCA with the creation of the financial holding company. The GLBA preempts most
state laws that prohibit financial holding companies from engaging in insurance
activities. The GLBA permits affiliations between banks and securities firms
within the same holding company structure, and the Act permits financial holding
companies to directly engage in a broad range of securities and merchant banking
activities.
    The Gramm-Leach-Bliley Act has led to important changes in the manner in
which financial services are delivered in the United States. Bank holding
companies and their subsidiary banks are able to offer a much broader array of
financial services; however, there is greater competition in all sectors of the
financial services market.
    The Virginia Banking Act. All Virginia bank holding companies must register
with the Virginia State Corporation Commission (the Commission) under the
Virginia Banking Act. A registered bank holding company must provide the
Commission with information with respect to the financial condition, operations,
management and intercompany relationships of the holding company and its
subsidiaries. The Commission also may require such other information as is
necessary to keep itself informed about whether the provisions of Virginia law
and the regulations and orders issued under Virginia law by the Commission have
been complied with, and may make examinations of any bank holding company and
its subsidiaries. The Virginia Banking Act allows bank holding companies located
in any state to acquire a Virginia bank or bank holding company if the Virginia
bank or bank holding company could acquire a bank holding company in their state
and the Virginia bank or bank holding company to be acquired has been in
existence and continuously operated for more than two years. The Virginia
Banking Act permits bank holding companies from throughout the United States to
enter the Virginia market, subject to federal and state approval.
    The Sarbanes-Oxley Act of 2002. The Sarbanes-Oxley Act of 2002 was signed
into law on July 30, 2002. It enacted sweeping reforms of the federal securities
laws intended to protect investors by improving the accuracy and reliability of
corporate disclosures. Compliance with this complex legislation and with
subsequent Securities and Exchange Commission rules has since been a major focus
of all public corporations in the United States, including Bankshares. Among the
many significant provisions of the Sarbanes-Oxley Act, Section 404 and related
Securities and Exchange Commission rules created increased security by internal
and external auditors of Bankshares' systems of internal controls over financial
reporting. These ongoing and extensive efforts are designed to insure that
Bankshares' internal controls are effective in terms of both design and
operation.

NBB and BTC

    General. NBB is a national banking association incorporated under the laws
of the United States and is subject to examination by the Office of the
Comptroller of the Currency (the OCC). Deposits in NBB are insured by the FDIC
up to a maximum amount (generally $100,000 per depositor, subject to aggregation
rules). The OCC and the FDIC regulate or monitor all areas of NBB's operations,
including security devices and procedures, adequacy of capitalization and loss
reserves, loans, investments, borrowings, deposits, mergers, issuances of
securities, payment of dividends, interest rates payable on deposits, interest
rates or fees chargeable on loans, establishment of branches, corporate
reorganizations and maintenance of books and records. The OCC requires NBB to
maintain certain capital ratios. NBB is required by the OCC to prepare quarterly
reports on NBB's financial condition and to conduct an annual audit of its
financial affairs in compliance with minimum standards and procedures prescribed
by the OCC. NBB also is required by the OCC to adopt internal control structures
and procedures in order to safeguard assets and monitor and reduce risk
exposure. While appropriate for safety and soundness of banks, these
requirements impact banking overhead costs.
    BTC is organized as a Virginia-chartered banking corporation and is
regulated and supervised by the Bureau of Financial Institutions (BFI) of the
Virginia State Corporation Commission. In addition, as a federally insured bank,
BTC is regulated and supervised by the Federal Reserve Board, which serves as
its primary federal regulator and is subject to certain regulations promulgated
by the FDIC. Under the provisions of federal law, federally insured banks are
subject, with certain exceptions, to certain restrictions on extensions of
credit to their affiliates, on investments in the stock or other securities of
affiliates and on the taking of such stock or securities as collateral from any
borrower. In addition, these banks are prohibited from engaging in certain
tie-in arrangements in connection with any extension of credit or the providing
of any property of service.
    The Virginia State Corporation Commission and the Federal Reserve Board
conduct regular examinations of BTC reviewing the adequacy of the loan loss
reserves, quality of the loans and investments, propriety of management

                                       7
                                     <PAGE>

practices, compliance with laws and regulations and other aspects of the bank's
operations. In addition to these regular examinations, Virginia chartered banks
must furnish to the Federal Reserve Board quarterly reports containing detailed
financial statements and schedules.
    Community Reinvestment Act. NBB and BTC are subject to the provisions of the
Community Reinvestment Act of 1977 (the CRA), which requires the appropriate
federal bank regulatory agency, in connection with its regular examination of a
bank, to assess the bank's record in meeting the credit needs of the community
served by the bank, including low and moderate-income neighborhoods. The focus
of the regulations is on the volume and distribution of a bank's loans, with
particular emphasis on lending activity in low and moderate-income areas and to
low and moderate-income persons. The regulations place substantial importance on
a bank's product delivery system, particularly branch locations. The regulations
require banks, including NBB and BTC, to comply with significant data collection
requirements. The regulatory agency's assessment of the bank's record is made
available to the public. Further, this assessment is required for any bank which
has applied to, among other things, establish a new branch office that will
accept deposits, relocate an existing office, or merge, consolidate with or
acquire the assets or assume the liabilities of a federally regulated financial
institution. It is likely that banks' compliance with the CRA, as well as other
fair lending laws, will face ongoing government scrutiny and that costs
associated with compliance will continue to increase.
    Both NBB and BTC have received "Satisfactory" CRA ratings in the last
    examination by bank regulators. Federal Deposit Insurance Corporation
    Improvement Act of 1991. The difficulties encountered nationwide
by financial institutions during 1990 and 1991 prompted federal legislation
designed to reform the banking industry and to promote the viability of the
industry and of the deposit insurance system. FDICIA, which became effective on
December 19, 1991, bolsters the deposit insurance fund, tightens bank regulation
and trims the scope of federal deposit insurance.
    The legislation bolsters the bank deposit insurance fund with $70 billion in
borrowing authority and increases to $30 billion from $5 billion the amount the
FDIC can borrow from the U.S. Treasury to cover the cost of bank failures. The
loans, plus interest, would be repaid by premiums that banks pay on domestic
deposits over the next fifteen years.
    Among other things, FDICIA requires the federal banking agencies to take
"prompt corrective action" in respect to banks that do not meet minimum capital
requirements. FDICIA establishes five capital tiers: "well capitalized,"
"adequately capitalized," "undercapitalized," "significantly undercapitalized"
and "critically undercapitalized."
    If a depository institution's principal federal regulator determines that an
otherwise adequately capitalized institution is in an unsafe or unsound
condition or is engaging in an unsafe or unsound practice, it may require the
institution to submit a corrective action plan, restrict its asset growth and
prohibit branching, new acquisitions and new lines of business. An institution's
principal federal regulator may deem the institution to be engaging in an unsafe
or unsound practice if it receives a less than satisfactory rating for asset
quality, management, earnings or liquidity in its most recent examination.
    Among other possible sanctions, an undercapitalized depository institution
may not pay dividends and is required to submit a capital restoration plan to
its principal federal regulator. In addition, its holding company may be
required to guarantee compliance with the capital restoration plan under certain
circumstances. If an undercapitalized depository institution fails to submit or
implement an acceptable capital restoration plan, it can be subject to more
severe sanctions, including an order to sell sufficient voting stock to become
adequately capitalized. More severe sanctions and remedial actions can be
mandated by the regulators if an institution is considered significantly or
critically undercapitalized.
    In addition, FDICIA requires regulators to draft a new set of non-capital
measures of bank safety, such as loan underwriting standards and minimum
earnings levels. The legislation also requires regulators to perform annual
on-site bank examinations, places limits on real estate lending by banks and
tightens auditing requirements. In April 1995, the regulators adopted safety and
soundness standards as required by FDICIA in the following areas: (i)
operational and managerial; (ii) asset quality earnings and stock valuation; and
(iii) employee compensation.
    FDICIA reduces the scope of federal deposit insurance. The most significant
change ended the "too big to fail" doctrine, under which the government protects
all deposits in most banks, including those exceeding the $100,000 insurance
limit. The FDIC's ability to reimburse uninsured deposits--those over $100,000
and foreign deposits--has been sharply limited. Since December 1993, the Federal
Reserve Board's ability to finance undercapitalized banks with extended loans
from its discount window has been restricted. In addition, only the best
capitalized banks will be able to offer insured brokered deposits without FDIC
permission or to insure accounts established under employee pension plans.
    Branching. In 1986, the Virginia Banking Act was amended to remove the
geographic restrictions governing the establishment of branch banking offices.
Subject to the approval of the appropriate federal and state bank regulatory
authorities, BTC as a state bank, may establish a branch office anywhere in
Virginia.
    National banks, like NBB, are required by the National Bank Act to adhere to
branch banking laws applicable to state banks in the states in which they are
located. Under current Virginia law, NBB may open branch offices throughout
Virginia with the prior approval of the OCC. In addition, with prior approval of
the OCC, NBB will be able to acquire existing banking operations in Virginia. As
a state bank, BTC is subject to Virginia state branching laws, with state
banking regulatory and Federal Reserve Bank approval, BTC is able to acquire
existing banking operations in the state.
    The Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 (the
Interstate Act) allows bank holding companies to acquire banks in any state,
without regard to state law, except that if the state has a minimum requirement
for the amount of time a bank must be in existence, that law must be preserved.
Under the Virginia Banking Act, a Virginia bank or all of the subsidiaries of
Virginia holding companies sought to be acquired must have been in continuous
operation for more than two years before the date of such proposed acquisition.
The Interstate Act also permits banks to acquire out-of-state branches through
interstate mergers, if the state has not opted out of interstate branching. De
novo branching, where an out-of-state bank holding company sets up a new branch

                                       8
                                     <PAGE>

in another state, requires a state's specific approval. An acquisition or merger
is not permitted under the Interstate Act if the bank, including its insured
depository affiliates, will control more than 10% of the total amount of
deposits of insured depository institutions in the United States, or will
control 30% or more of the total amount of deposits of insured depository
institutions in any state.
    Virginia has, by statute, elected to opt-in fully to interstate branching
under the Interstate Act. Under the Virginia statute, Virginia state banks may,
with the approval of the Virginia State Corporation Commission, establish and
maintain a de novo branch or acquire one or more branches in a state other than
Virginia, either separately or as part of a merger. Procedures also are
established to allow out-of-state domiciled banks to establish or acquire
branches in Virginia, provided the "home" state of the bank permits Virginia
banks to establish or acquire branches within its borders. The activities of
these branches are subject to the same laws as Virginia domiciled banks, unless
such activities are prohibited by the law of the state where the bank is
organized. The Virginia State Corporation Commission has the authority to
examine and supervise out-of-state state banks to ensure that the branch is
operating in a safe and sound manner and in compliance with the laws of
Virginia. The Virginia statute authorizes the Bureau of Financial Institutions
to enter into cooperative agreements with other state and federal regulators for
the examination and supervision of out-of-state banks with Virginia operations,
or Virginia domiciled banks with operations in other states. Likewise, national
banks, with the approval of the OCC, may branch into and out of the state of
Virginia. Any Virginia branch of an out-of-state national bank is subject to
Virginia law (enforced by the OCC) with respect to intrastate branching,
consumer protection, fair lending and community reinvestment as if it were a
branch of a Virginia bank, unless preempted by federal law.
    The Interstate Act permits banks and bank holding companies from throughout
the United States to enter Virginia markets through the acquisition of Virginia
institutions and makes it easier for Virginia bank holding companies and
Virginia state and national banks to acquire institutions and to establish
branches in other states. Competition in market areas served by the Company has
increased as a result of the Interstate Act and the Virginia interstate banking
statutes.
    Deposit Insurance. The FDIC establishes rates for the payment of premiums by
federally insured financial institutions. A Bank Insurance Fund (the BIF) is
maintained for commercial banks, with insurance premiums from the industry used
to offset losses from insurance payouts when banks fail. Beginning in 1993,
insured depository institutions like NBB and BTC paid for deposit insurance
under a risk-based premium system. Beginning in 1997, all banks, including NBB
and BTC, were subject to an additional FDIC assessment which funds interest
payments for bank issues to resolve problems associated with the savings and
loan industry. This assessment will continue until 2018-2019. The assessment
will vary over the period from 1.29 cents to 2.43 cents per $100 of deposits.
    USA Patriot Act. The USA Patriot Act became effective in late 2001. It was
passed to facilitate the sharing of information among government entities and
financial institutions to combat terrorism and money laundering. The USA Patriot
Act creates an obligation on banks to report customer activities that may
involve terrorist activities or money laundering.
    Government Policies. The operations of NBB and BTC are affected not only by
general economic conditions, but also by the policies of various regulatory
authorities. In particular, the Federal Reserve Board regulates money and credit
and interest rates in order to influence general economic conditions. These
policies have a significant influence on overall growth and distribution of
loans, investments and deposits and affect interest rates charged on loans or
paid for time and savings deposits. Federal Reserve Board monetary policies have
had a significant effect on the operating results of commercial banks in the
past and are expected to continue to do so in the future.
    Limits on Dividends and Other Payments. As a national bank, NBB, may not pay
dividends from its capital; all dividends must be paid out of net profits then
on hand, after deducting expenses, losses, bad debts, accrued dividends on
preferred stock, if any, and taxes. In addition, a national bank is prohibited
from declaring a dividend on its shares of common stock until its surplus equals
its stated capital, unless there has been transferred to surplus no less than
one-tenth of the bank's net profits of (i) the preceding two consecutive
half-year periods (in the case of an annual dividend) or (ii) the preceding
half-year period (in the case of a quarterly or semi-annual dividend). The
approval of the OCC is required if the total of all dividends declared by a
national bank in any calendar year exceeds the total of its net profits for that
year combined with its retained net profits for the preceding two years, less
any required transfers to surplus or to fund the retirement of preferred stock.
    The OCC has promulgated regulations that became effective on December 13,
1990, which significantly affect the level of allowable dividend payments for
national banks. The effect is to make the calculation of national banks'
dividend-paying capacity consistent with generally accepted accounting
principles. The allowance for loan and lease losses will not be considered an
element of "undivided profits then on hand" and provisions to the allowance are
treated as expenses and therefore not part of "net profits." Accordingly, a
national bank with an allowance greater than its statutory bad debts may not
include the excess in calculating undivided profits for dividend purposes.
Further, a national bank may be able to use a portion of its earned capital
surplus account as "undivided profits then on hand," depending on the
composition of that account.
    As a state member bank subject to the regulations of the Federal Reserve
Board, BTC must obtain the approval of the Federal Reserve Board for any
dividend if the total of all dividends declared in any calendar year would
exceed the total of its net profits, as defined by the Federal Reserve Board,
for that year, combined with its retained net profits for the preceding two
years. In addition, a state member bank may not pay a dividend in an amount
greater than its undivided profits then on hand after deducting its losses and
bad debts. For this purpose, bad debts are generally defined to include the
principal amount of loans which are in arrears with respect to interest by six
months or more, unless such loans are fully secured and in the process of
collection. Moreover, for purposes of this limitation, a state member bank is
not permitted to add the balance in its allowance for loan losses account to its
undivided profits then on hand; however, it may net the sum of its bad debts as
so defined against the balance in its allowance for loan losses account and
deduct from undivided profits only bad debts as so defined in excess of that
account.
    In addition, the Federal Reserve Board is authorized to determine, under
certain circumstances relating to the financial condition of a state member

                                       9
                                     <PAGE>

bank, that the payment of dividends would be an unsafe or unsound practice and
to prohibit payment thereof. The payment of dividends that depletes a bank's
capital base could be deemed to constitute such an unsafe or unsound practice.
The Federal Reserve Board has indicated that banking organizations should
generally pay dividends only out of current operating earnings.
    Virginia law also imposes restrictions on the ability of BTC to pay
dividends. A Virginia state bank is permitted to declare a dividend out of its
"net undivided profits", after providing for all expenses, losses, interest and
taxes accrued or due by the bank. In addition, a deficit in capital originally
paid in must be restored to its initial level, and no dividend can be paid which
could impair the bank's paid in capital. The Bureau of Financial Institutions
further has authority to limit the payment of dividends by a Virginia bank if it
determines the limitation is in the public interest and is necessary to ensure
the bank's financial soundness.
    The Federal Deposit Insurance Corporation Improvement Act of 1991 (FDICIA)
provides that no insured depository institution may make any capital
distribution (which would include a cash dividend) if, after making the
distribution, the institution would not satisfy one or more of its minimum
capital requirements.
    Capital Requirements. The Federal Reserve Board has adopted risk-based
capital guidelines which are applicable to Bankshares and BTC. The Federal
Reserve Board guidelines redefine the components of capital, categorize assets
into different risk classes and include certain off-balance sheet items in the
calculation of risk-weighted assets. The minimum ratio of qualified total
capital to risk-weighted assets (including certain off-balance sheet items, such
as standby letters of credit) is 8.0%. At least half of the total capital must
be comprised of Tier 1 capital for a minimum ratio of Tier 1 Capital to
risk-weighted assets of 4.0%. The remainder may consist of a limited amount of
subordinated debt, other preferred stock, certain other instruments and a
limited amount of loan and lease loss reserves. The OCC has adopted similar
regulations applicable to NBB.
    In addition, the Federal Reserve Board has established minimum leverage
ratio (Tier 1 capital to total average assets less intangibles) guidelines that
are applicable to Bankshares and BTC. The OCC has adopted similar regulations
applicable to NBB. These guidelines provide for a minimum ratio of 4.0% for
banks that meet certain specified criteria, including that they have the highest
regulatory CAMELS rating and are not anticipating or experiencing significant
growth and have well-diversified risk. All other banks will be required to
maintain an additional cushion of at least 100 to 200 basis points, based upon
their particular circumstances and risk profiles. The guidelines also provide
that banks experiencing internal growth or making acquisitions will be expected
to maintain strong capital positions substantially above the minimum supervisory
levels, without significant reliance on intangible assets.
    Bank regulators from time to time have indicated a desire to raise capital
requirements applicable to banking organizations beyond current levels. In
addition, the number of risks which may be included in risk-based capital
restrictions, as well as the measurement of these risks, is likely to change,
resulting in increased capital requirements for banks. Bankshares, NBB and BTC
are unable to predict whether higher capital ratios would be imposed and, if so,
at what levels and on what schedule.

Other Legislative and Regulatory Concerns

    Other legislative and regulatory proposals regarding changes in banking and
the regulation of banks, thrifts and other financial institutions are
periodically considered by the executive branch of the federal government,
Congress and various state governments, including Virginia. New proposals could
significantly change the regulation of banks and the financial services
industry. It cannot be predicted what might be proposed or adopted or how these
proposals would affect the Company.

Other Business Concerns

    The banking industry is particularly sensitive to interest rate
fluctuations, as the spread between the rates which must be paid on deposits and
those which may be charged on loans is an important component of profit. In
addition, the interest which can be earned on a bank's invested funds has a
significant effect on profits. Rising interest rates typically reduce the demand
for new loans, particularly the real estate loans which represent a significant
portion of NBB's and BTC's loan demand, as well as certain NBB loans in which
BTC participates.

Company Website

    National Bankshares maintains a website at www.nationalbankshares.com.
    The Company makes available through its website its annual report on Form
10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all
amendments to those reports as soon as reasonably practicable after the material
is electronically filed with the Securities and Exchange Commission.

Item 2.  Properties
    Bankshares' headquarters and one branch office of NBB are located at 101
Hubbard Street, Blacksburg, Virginia. NBB's Main Office is at 100 South Main
Street, Blacksburg, Virginia. In addition to the Bank's Main Office location and
the Hubbard Street branch office, NBB owns thirteen branch offices: Three in the
Town of Blacksburg; two in the Town of Christiansburg; three in the County of
Giles; three in Pulaski County; one in the City of Radford; and one in the City
of Galax.
    Bank of Tazewell County owns the land and buildings of seven of its ten
offices. The bank leases the land and buildings for three offices. The Main
Office is located at 309 East Main Street, Tazewell, Virginia. Three additional

                                       10
                                     <PAGE>

branches are located in Tazewell, and two are located in Bluefield, Virginia.
The bank also has branch offices in Richlands, Wytheville, Abingdon, and Marion,
Virginia. Management believes that its existing facilities are adequate to meet
present needs and any anticipated growth.
    NBB owns all its computer and data processing hardware and is a licensee of
the software it utilizes. BTC utilizes this same system for data processing.

Item 3.  Legal Proceedings

    Bankshares, NBB, BTC, and NBFS are not currently involved in any material
pending legal proceedings, other than routine litigation incidental to NBB's and
BTC's banking business.

Item 4.  Submission of Matters to a Vote of Security Holders

    None

Part II

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
and Issuer Purchases of Equity Securities

Common Stock Information and Dividends
    National Bankshares, Inc.'s common stock is traded on the Nasdaq SmallCap
Market under the symbol "NKSH". As of December 31, 2004, there were 979 record
stockholders of Bankshares common stock. The following is a summary of the
market price per share and cash dividend per share of the common stock of
National Bankshares, Inc. for 2004 and 2003.
<TABLE>
<CAPTION>

Common Stock Market Prices
-------------------------- ------------------------ ----------------------- ------------------------------
                                     2004                    2003               Dividends per share
-------------------------- ------------------------ ----------------------- ------------------------------
                              High         Low         High         Low         2004           2003
-------------------------- ------------ ----------- ------------ ---------- ------------- ----------------
<S>                           <C>         <C>          <C>         <C>        <C>            <C>
First Quarter                 $ 56.18     50.20        $ 39.48     29.52        ---             ---
-------------------------- ------------ ----------- ------------ ---------- ------------- ----------------
Second Quarter                  50.44     37.43          44.97     37.86       0.63            0.54
-------------------------- ------------ ----------- ------------ ---------- ------------- ----------------
Third Quarter                   44.44     41.56          47.75     38.00        ---             ---
-------------------------- ------------ ----------- ------------ ---------- ------------- ----------------
Fourth Quarter                  53.98     43.40          51.19     41.75       0.65            0.59
-------------------------- ------------ ----------- ------------ ---------- ------------- ----------------
</TABLE>

    NBI's primary source of funds for dividend payments is dividends from its
subsidiaries, NBB and BTC. Bank regulatory agencies restrict dividend payments
of the subsidiaries, as more fully disclosed in Note 11, of Notes to
Consolidated Financial Statements.

    The following table provides information about our purchases during 2004 of
equity securities that are registered by the Company pursuant to Section 12 of
the Exchange Act.
<TABLE>
<CAPTION>

------------------------------- ----------------- --------------- ------------------- ---------------------
                                                                   Total Number of     Approximate Dollar
                                                                   Shares Purchased     Value of Shares
                                  Total Number                        as Part of        That May Yet Be
                                   of Shares      Average Price        Publicly       Purchased Under the
Fiscal Period                      Purchased         Paid per      Announced Plans    Plans or Programs(2)
                                                     Share(1)       or Programs(2)
------------------------------- ----------------- --------------- ------------------- ---------------------
<S>                                     <C>               <C>                 <C>                    <C>
Total for First Quarter of                   ---             ---                 ---                   ---
2004
------------------------------- ----------------- --------------- ------------------- ---------------------
Total for Second Quarter of                  ---             ---                 ---            $1,000,000
2004
------------------------------- ----------------- --------------- ------------------- ---------------------
Total for Third Quarter of                 5,000         $ 43.35               5,000             $ 783,250
2004
(Purchased on August 25, 2004)
------------------------------- ----------------- --------------- ------------------- ---------------------
Total for  Fourth Quarter of                 ---             ---                 ---             $ 783,250
2004
------------------------------- ----------------- --------------- ------------------- ---------------------
</TABLE>

1)      Average price per share includes commissions.
2)      On May 12, 2004, the Board of Directors approved the repurchases by the
        Company of up to $1 million of our common stock pursuant to a stock
        repurchase program that expires on May 31, 2005.

                                       11
                                     <PAGE>


Item 6. Selected Financial Data

National Bankshares, Inc. and Subsidiaries
Selected Consolidated Financial Data
$ In thousands, except per share data.
<TABLE>
<CAPTION>

                                                        Years ended December 31,
---------------- ------------------------- ---------- ----------- ---------- ----------- ----------
                                             2004        2003       2002        2001       2000
---------------- ------------------------- ---------- ----------- ---------- ----------- ----------
<S>                                         <C>         <C>        <C>         <C>        <C>
Selected         Interest income            $ 41,492    $ 41,081   $ 42,747    $ 45,527   $ 38,358
Income           ------------------------- ---------- ----------- ---------- ----------- ----------
Statement        Interest expense             11,125      12,252     15,764      22,771     18,163
Data:            ------------------------- ---------- ----------- ---------- ----------- ----------
                 Net interest income          30,367      28,829     26,983      22,756     20,195
---------------- ------------------------- ---------- ----------- ---------- ----------- ----------
                 Provision for loan            1,189       1,691      2,251       1,408      1,329
                 losses
---------------- ------------------------- ---------- ----------- ---------- ----------- ----------
                 Noninterest income            7,142       6,186      5,712       5,204      4,082
---------------- ------------------------- ---------- ----------- ---------- ----------- ----------
                 Noninterest expense          20,336      18,646     17,427      16,953     12,876
---------------- ------------------------- ---------- ----------- ---------- ----------- ----------
                 Income taxes                  3,754       3,236      3,003       2,285      2,763
---------------- ------------------------- ---------- ----------- ---------- ----------- ----------
                 Net income                   12,230      11,442     10,014       7,314      7,309
---------------- ------------------------- ---------- ----------- ---------- ----------- ----------


---------------- ------------------------- ---------- ----------- ---------- ----------- ----------
Per Share        Basic net income               3.48        3.26       2.85        2.08       2.08
Data:            ------------------------- ---------- ----------- ---------- ----------- ----------
                 Diluted net income             3.46        3.24       2.85        2.08       2.08
---------------- ------------------------- ---------- ----------- ---------- ----------- ----------
                 Cash dividends declared        1.28        1.13       0.97        0.86       0.85
---------------- ------------------------- ---------- ----------- ---------- ----------- ----------
                 Book value per share          24.75       22.94      20.82       18.59      17.04
---------------- ------------------------- ---------- ----------- ---------- ----------- ----------


---------------- ------------------------- ---------- ----------- ---------- ----------- ----------
Selected         Loans, net                  472,199     401,428    404,247     394,042    355,795
Balance          ------------------------- ---------- ----------- ---------- ----------- ----------
Sheet Data       Total securities            250,708     230,154    219,294     191,476    156,344
at End of        ------------------------- ---------- ----------- ---------- ----------- ----------
Year:            Total assets                796,154     708,560    684,935     644,623    593,497
---------------- ------------------------- ---------- ----------- ---------- ----------- ----------
                 Total deposits              705,932     625,378    608,271     576,618    530,648
---------------- ------------------------- ---------- ----------- ---------- ----------- ----------
                 Stockholders' equity         87,088      80,641     73,101      65,261     59,834
---------------- ------------------------- ---------- ----------- ---------- ----------- ----------


---------------- ------------------------- ---------- ----------- ---------- ----------- ----------
Selected         Loans, net                  438,761     405,696    404,717     380,970    310,624
Balance          ------------------------- ---------- ----------- ---------- ----------- ----------
Sheet Daily      Total securities            250,305     229,004    191,493     188,809    142,686
Averages:        ------------------------- ---------- ----------- ---------- ----------- ----------
                 Total assets                753,730     697,012    655,783     635,692    500,381
---------------- ------------------------- ---------- ----------- ---------- ----------- ----------
                 Total deposits              665,627     616,823    583,298     569,139    433,673
---------------- ------------------------- ---------- ----------- ---------- ----------- ----------
                 Stockholders' equity         84,479      77,486     69,895      63,460     55,682
---------------- ------------------------- ---------- ----------- ---------- ----------- ----------


---------------- ------------------------- ---------- ----------- ---------- ----------- ----------
Selected         Return on average assets      1.62%       1.64%      1.53%       1.15%      1.46%
Ratios:          ------------------------- ---------- ----------- ---------- ----------- ----------
                 Return on average equity     14.48%      14.77%     14.33%      11.53%     13.13%
---------------- ------------------------- ---------- ----------- ---------- ----------- ----------
                 Dividend payout ratio        36.83%      34.71%     34.01%      41.29%     40.87%
---------------- ------------------------- ---------- ----------- ---------- ----------- ----------
                 Average equity to
                        average assets        11.21%      11.12%     10.63%       9.98%     11.13%
---------------- ------------------------- ---------- ----------- ---------- ----------- ----------
</TABLE>

                                       12
                                     <PAGE>


Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations $ In thousands, except per share data.

    The purpose of this discussion is to provide information about the financial
condition and results of operations of National Bankshares, Inc. and its
wholly-owned subsidiaries and other information included in this report.
    This Annual Report on Form 10-K contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. The Company's actual results could differ
materially from those set forth in the forward-looking statements.

Critical Accounting Policies

General

    The Company's financial statements are prepared in accordance with
accounting principles generally accepted in the United States (GAAP). The
financial information contained within our statements is, to a significant
extent, financial information that is based on measures of the financial effects
of transactions and events that have already occurred. A variety of factors
could affect the ultimate value that is obtained when earning income,
recognizing an expense, recovering an asset or relieving a liability. The
Company uses historical loss factors as one factor in determining the inherent
loss that may be present in the loan portfolio. Actual losses could differ
significantly from one previously acceptable method to another method. Although
the economics of the Company's transactions would be the same, the timing of
events that would impact the transactions could change.

Allowance for the Loan Losses

    The allowance for loan losses is an estimate of the losses that may be
sustained in our loan portfolio. The allowance is based on two basic principles
of accounting: (i) SFAS 5, Accounting for Contingencies, which requires that
losses be accrued when they are probable of occurring and are estimable and (ii)
SFAS 114, Accounting by Creditors for Impairment of a Loan, which requires that
losses be accrued based on the differences between the value of collateral,
present value of future cash flows or values that are observable in the
secondary market and the loan balance.
    Our allowance for loan losses has three basic components: the formula
allowance, the specific allowance and the unallocated allowance. Each of these
components is determined based upon estimates that can and do change when the
actual events occur. The formula allowance uses a historical loss view as an
indicator of future losses and, as a result, could differ from the loss incurred
in the future. However, since this history is updated with the most recent loss
information, the errors that might otherwise occur are mitigated. The specific
allowance uses various techniques to arrive at an estimate of loss. Historical
loss information, expected cash flows and fair market value of collateral are
used to estimate these losses. The use of these values is inherently subjective,
and our actual losses could be greater or less than the estimates. The
unallocated allowance captures losses that are attributable to various economic
events, industry or geographic sectors whose impact on the portfolio have
occurred but have yet to be recognized either in the formula or in the specific
allowance.

Core deposit intangibles

    Effective January 1, 2002, the Company adopted Financial Accounting
Standards Board Statement No. 142, Goodwill and Other Intangible Assets.
Accordingly, goodwill is no longer subject to amortization over its estimated
useful life, but is subject to at least an annual assessment for impairment by
applying a fair value based test. Additionally, Statement 142 requires that
acquired intangible assets (such as core deposit intangibles) be separately
recognized if the benefit of the asset can be sold, transferred, licensed,
rented, or exchanged, and amortized over its estimated useful life. Branch
acquisition transactions were outside the scope of the Statement and therefore
any intangible asset arising from such transactions remained subject to
amortization over their estimated useful life.
    In October 2002, the Financial Accounting Standards Board issued Statement
No. 147, Acquisitions of Certain Financial Institutions. The Statement amends
previous interpretive guidance on the application of the purchase method of
accounting to acquisitions of financial institutions, and requires the
application of Statement No. 141, Business Combinations, and Statement No. 142
to branch acquisitions if such transactions meet the definition of a business
combination. The provisions of the Statement do not apply to transactions
between two or more mutual enterprises. In addition, the Statement amends
Statement No. 144, Accounting for the Impairment of Long-Lived Assets, to
include in its scope core deposit intangibles of financial institutions.
Accordingly, such intangibles are subject to a recoverability test based on
undiscounted cash flows, and to the impairment recognition and measurement
provisions required for other long-lived assets held and used. The Company has
determined that the acquisitions that generated the intangible assets and
goodwill on the consolidated balance sheets in the amount of $9,958 and $10,912
at December 31, 2003 and 2002, respectively, did not constitute the acquisition
of a business, and therefore will continue to be amortized.

                                       13
                                     <PAGE>

Overview

    National Bankshares, Inc. (NBI) is a financial holding company, as defined
in the Gramm-Leach-Bliley Act of 1999. Located in Southwest Virginia, it
conducts operations primarily through two full service banking affiliates, the
National Bank of Blacksburg (NBB) and Bank of Tazewell County (BTC). The banks
are best characterized as community banks. It also has one nonbanking affiliate,
National Bankshares Financial Services, Inc. (NBFS), which offers investment and
insurance products. Revenues and net income derived from the nonbanking
affiliate are not significant at this time, nor are they expected to be
significant in the foreseeable future.

Performance Summary

    The following table shows NBI's key performance ratios for the period ended
December 31, 2004 and 2003:

                                                12/31/04          12/31/03
--------------------------------------- ----------------- -----------------
Return on average assets                           1.62%             1.64%
--------------------------------------- ----------------- -----------------
Return on average equity                          14.48%            14.77%
--------------------------------------- ----------------- -----------------
Basic net earnings per share                     $  3.48           $  3.26
--------------------------------------- ----------------- -----------------
Fully diluted net earnings per share             $  3.46           $  3.24
--------------------------------------- ----------------- -----------------
Net interest margin (1)                            4.69%             4.82%
--------------------------------------- ----------------- -----------------
Noninterest margin (2)                             1.77%             1.81%
--------------------------------------- ----------------- -----------------

(1)     Net Interest Margin - Year-to-date tax equivalent net interest income
        divided by year-to-date average earning assets.
(2)     Noninterest Margin - Noninterest income (excluding securities gain and
        losses) less noninterest expense (excluding the provision for bad debts
        and income taxes) divided by average year-to-date assets.

    As can be seen from the above data, the Company's performance remains
satisfactory. While the return on average assets and equity experienced slight
declines, basic earnings per share enjoyed a $0.22, or 6.75%, increase.

Growth

    The following table shows NBI's key growth indicators:


                            For the period
                                ending
---------------------- ------------ -------------
                          12/31/04      12/31/03
---------------------- ------------ -------------
Securities                $250,708      $230,154
---------------------- ------------ -------------
Loans, net                 472,199       401,428
---------------------- ------------ -------------
Deposits                   705,932       625,378
---------------------- ------------ -------------
Total assets               796,154       708,560
---------------------- ------------ -------------

    The above data reflects asset growth of 12.4%. Acquisition of the selected
assets and liabilities of Community National Bank of Pulaski, Virginia (CNB) and
the acquisition of branch deposits from one office of FNB Southeast (FNB-SE).
    The FNB-SE transaction added approximately $15,080 in deposits and $7,260 in
loans. The CNB transaction added approximately $59,979 in deposits, $40,371 in
loans and $10,052 in investments.

Asset Quality

    Key asset quality indicators are shown below:


                                               12/31/04      12/31/03
-------------------------------------------- ------------- ------------
Nonperforming loans                                 $ 394       $  354
-------------------------------------------- ------------- ------------
Loans past due over 90 days                           754          931
-------------------------------------------- ------------- ------------
Other real estate owned                               895        1,663
-------------------------------------------- ------------- ------------
Allowance for loan losses to loans                  1.20%        1.32%
-------------------------------------------- ------------- ------------
Net charge-off ratio                                 .30%         .34%
-------------------------------------------- ------------- ------------

        Asset quality remains satisfactory overall as shown by the above data.
Other real estate owned, in particular, has declined substantially.

                                       14
                                     <PAGE>

Net Interest Income

2004 vs 2003

    Net interest income for the period ended December 31, 2004 was $30,367, an
increase of $1,538 or 5.33% over 2003. The net interest margin was 4.69% for the
period ended December 31, 2004 and 4.82% for the period ended December 31, 2003.
    During the past two years the Company has benefited from a relatively long
period of low interest rates, which has no recent precedent. The trend continued
into the first half of 2004. In June of 2004, the Federal Reserve Board raised
the federal funds rate 25 basis points, signaling the start of a higher interest
rate environment. Since then additional rate increases have occurred, with more
expected. Many forecasters agree that interest rates will trend upward in small
increments over the next several quarters. However, the impact of other events,
such as, but not limited to, oil prices, problems in the Middle East and
terrorist related activities, could negatively impact the national economy and
alter plans for future interest rate increases. If such events were to occur,
the Company, together with the entire banking industry, could be affected to
some extent.

    The general impact of a rising interest rate scenario on the Company's
balance sheet follows.

    Federal Funds Sold and Interest-bearing Deposits - These are overnight funds
used primarily for liquidity purposes. They mature daily and, accordingly,
interest rates change daily, which is advantageous in a period of rising
interest rates. However these funds yield low interest, making other investments
more attractive from an earnings standpoint.

    Securities Available for Sale - This category provides a higher level of
earnings than overnight funds. It can, under certain circumstances, be a source
of liquidity, and it also demonstrates the ability to re-price. While these
securities can be sold to provide liquidity and for interest rate sensitivity
purposes, temporary declines in fair market value due to rising interest rates
may make it unprofitable to sell the securities. In addition, embedded call
features may not be activated during periods of high rates, leaving the Company
with a "hold" or "sell" decision.

    Securities Held to Maturity - Because of its nature, this category of
investments is not necessarily structured to be a source of liquidity or to
moderate interest rate sensitivity. These securities must be held to maturity
except under extenuating circumstances. In a rising rate environment, the
difference in the amount of interest income earned and the cost to fund the
securities decreases. In other words, net interest income from these investments
declines. Embedded call features may not be activated during periods of high
rates.

    Mortgage Loans Held for Sale - This category is primarily driven by volume.
In periods of low interest rates, mortgage refinancing activity and home sales
tend to accelerate and generate higher revenue levels than are experienced in
times of high interest rates. In the last two years, re-financing activity has
been significant. Recently, however, despite the continuing low rate
environment, activity has declined.

    Loans - While the low rate environment of the recent past is more conducive
to loan production than periods of extremely high interest rates, interest rates
that are unusually low are a sign of a weak or a recovering economy. Ideal
volumes may in fact be achieved in a more robust economy in which more moderate
rate levels exist. If the economy continues to recover as forecast, higher loan
volumes would have a positive impact on net interest income.
    Of particular concern is the area of loans to individuals, which has been in
a downward trend for several quarters, with the only growth coming from loans
acquired in purchase and assumption transactions. Management believes the
decline is due to several reasons.
o   General economic conditions and the lack of employment in portions of the
    Company's market area.
o   A decline  in  consumer  requests  for new car  financing  because  of
    special  incentives  offered by automobile companies.
o   Consumers' use of credit cards and home equity lines with higher credit
    limits.
o   Consumers taking advantage of low mortgage rates to refinance home
    mortgages to obtain funds that might otherwise have been borrowed through a
    consumer loan.
    A reversal of this trend may occur to some extent as economic conditions
change and higher interest rates make mortgage refinancing less appealing.
However, management believes that the automotive related financing offers and
competition from the credit card sector will remain. Since loans to individuals
are generally higher yielding, this trend will not have a favorable effect on
net interest income.

Deposit Expense
    During periods of rising interest rates, interest-bearing demand deposits,
and to a lesser degree savings deposits, migrate to higher rate, longer-term
time deposits. Generally, as rates climb, more migration occurs. Given their
re-pricing characteristics, interest-bearing demand deposits readily respond to
any interest rate movement. In other words, increases or decreases in interest
expense can occur quite quickly.

                                       15
                                     <PAGE>

    With a definite bias towards higher interest rates in the future, it is
expected that the net interest margin will decline, at least temporarily, in
response to rising interest rates. As previously stated, the ultimate impact of
rising interest rates is dependent upon the number of rate increases, the amount
of the increases and the level to which interest rates ultimately rise.

2003 vs 2002
    Net interest income for 2003 was $28,829, an increase of $1,846 over 2002.
During 2003 interest income decreased $1,666 as assets repriced downward.
Interest-bearing liabilities repriced downward at a faster pace, causing a
decline in interest expense. The net result of these events was a slight
increase in the net interest margin to 4.82% from 4.74% in 2002. The current
trend is the result of an unusually long period of low interest rates.


16
<PAGE>


Analysis of Net Interest Earnings
The following table shows the major categories of interest-earning assets and
interest-bearing liabilities, the interest earned or paid, the average yield or
rate on the daily average balance outstanding, net interest income and net yield
on average interest-earning assets for the years indicated.
<TABLE>
<CAPTION>

                    --------------------------------------------------------------------------------------------------------
                            December 31, 2004                    December 31, 2003               December 31, 2002
                    --------------------------------------------------------------------------------------------------------
                                              Average                            Average                          Average
                      Average                  Yield/     Average                Yield/     Average                Yield/
($ in thousands)      Balance     Interest      Rate      Balance    Interest     Rate      Balance     Interest    Rate
                    --------------------------------------------------------------------------------------------------------
<S>                  <C>          <C>           <C>       <C>        <C>          <C>       <C>          <C>        <C>
Interest-earning
 assets:
Loans, net (1)(2)(3) $ 444,984    $29,898       6.72%     $412,261   $29,915      7.26%     $410,437     $32,556    7.93%
Taxable securities     121,770      6,184       5.08%      101,426     5,668      5.59%       92,697       5,490    5.92%
Nontaxable
 securities (1)        126,365      8,146       6.45%      124,274     8,263      6.65%       98,796       6,885    6.97%
Federal funds sold         276          5       1.81%        1,320        16      1.21%        2,644          42    1.59%
Interest bearing
 deposits               16,224        196       1.21%       21,958       230      1.05%       17,765         276    1.55%
                    --------------------------------------------------------------------------------------------------------
Total interest-
 earning assets      $ 709,619    $44,429       6.26%     $661,239   $44,092      6.67%     $622,339     $45,249    7.27%
                    ========================================================================================================
Interest-bearing
 liabilities:
Interest-bearing
 demand deposits     $ 186,106    $ 1,556        .84%     $167,428   $ 1,571      0.94%     $147,749     $ 2,219    1.50%
Savings deposits        58,899        255        .43%       51,646       323      0.63%       49,151         508    1.03%
Time deposits          327,302      9,300       2.84%      317,989    10,356      3.26%      312,129      13,032    4.18%
Short-term
 borrowings                531         14       2.64%          194         2      1.03%          311           5    1.61%
                    --------------------------------------------------------------------------------------------------------
                    --------------------------------------------------------------------------------------------------------
Total interest-
 bearing liabilities $ 572,838    $11,125       1.94%     $537,257   $12,252      2.28%     $509,340     $15,764    3.09%
                    ========================================================================================================
Net interest income
 and interest rate
 spread                           $33,304       4.32%                $31,840      4.39%                  $29,485    4.18%
                    ========================================================================================================
Net yield on average
 interest-earning
 assets                                         4.69%                             4.82%                             4.74%
                    ========================================================================================================
</TABLE>

(1)      Interest on nontaxable loans and securities is computed on a fully
         taxable equivalent basis using a Federal income tax rate of 35% in 2004
         and 35% for 2003 and 34% for 2002.
(2)      Loan fees of $473 in 2004, $716 in 2003 and $660 in 2002 are included
         in total interest income. (3) Nonaccrual loans are included in average
         balances for yield computations.

                                       17
                                     <PAGE>




Analysis of Changes in Interest Income and Interest Expense

The Company's primary source of revenue is net interest income, which is the
difference between the interest and fees earned on loans and investments and
the interest paid on deposits and other funds. The Company's net interest
income is affected by changes in the amount and mix of interest-earning
assets and interest-bearing liabilities and by changes in yields earned on
interest-earning assets and rates paid on interest-bearing liabilities. The
following table sets forth, for the years indicated, a summary of the
changes in interest income and interest expense resulting from changes in
average asset and liability balances (volume) and changes in average
interest rates (rate).
<TABLE>
<CAPTION>
                                       ============================================================================================
                                                       2004 Over 2003                                 2003 Over 2002
                                       --------------------------------------------------------------------------------------------
                                               Changes Due To                                 Changes Due To
                                       -------------------------------                -------------------------------
                                                                        Net Dollar                                     Net Dollar
($ in thousands)                          Rates(2)      Volume(2)         Change         Rates(2)       Volume(2)        Change
===================================================================================================================================
<S>                                       <C>           <C>            <C>              <C>            <C>            <C>
Interest income:(1)
  Loans                                   $(2,301)     $ 2,284          $   (17)         $(2,785)       $   144       $ (2,641)
  Taxable securities                         (550)       1,066              516             (321)           499            178
  Nontaxable securities                      (254)         138             (116)            (328)         1,706          1,378
  Federal funds sold                            6          (17)             (11)              (8)           (18)           (26)
  Interest-bearing deposits                    32          (66)             (34)            (102)            56            (46)
-----------------------------------------------------------------------------------------------------------------------------------
Increase(decrease) in income on
 interest-earning assets                  $(3,067)     $ 3,405          $   338          $(3,544)        $2,387       $ (1,157)
-----------------------------------------------------------------------------------------------------------------------------------
Interest expense:
  Interest-bearing demand
   deposits                               $  (181)     $   166          $   (15)         $  (915)         $ 267       $   (648)
  Savings deposits                           (109)          41              (68)            (210)            25           (185)
  Time deposits                            (1,352)         296           (1,056)          (2,916)           240         (2,676)
  Short-term borrowings                         6            6               12               (1)            (2)            (3)
  Long-Term Borrowings                        ---          ---              ---              ---            ---            ---
-----------------------------------------------------------------------------------------------------------------------------------
(Decrease) increase in expense of
 interest-bearing liabilities             $(1,636)     $   509          $(1,127)         $(4,042)        $  530       $ (3,512)
-----------------------------------------------------------------------------------------------------------------------------------
Increase (decrease) in net
 interest income
                                          $(1,431)     $ 2,896          $ 1,465          $   498         $1,857       $  2,355
===================================================================================================================================
</TABLE>

      (1) Taxable equivalent basis using a Federal income tax rate of 35% in
         2004, 35% for 2003 and 34% for 2002.
      (2)Variances caused by the change in rate times the change in volume have
         been allocated to rate and volume changes proportional to the
         relationship of the absolute dollar amounts of the change in each.

                                       18
                                     <PAGE>


Interest Rate Sensitivity

2004 vs 2003
    The Company considers interest rate risk to be a significant market risk and
has systems in place to measure the exposure of net interest income and fair
market values to movement in interest rates. Interest rate sensitivity analyses
provides management with information related to repricing opportunities, while
interest rate shock simulations indicate potential economic loss due to future
interest rate changes. Risk factors and forward-looking statements previously
discussed under "Net Interest Income" apply. As previously stated, the Company
uses simulation analysis to forecast its balance sheet and monitor interest rate
sensitivity. One test is a shock analysis that measures the effect of a
hypothetical, immediate and parallel shift in interest rates. The following
table shows the results of a rate shock and the effects on net income and return
on average assets and return on average equity projected at December 31, 2004.
    For purposes of this analysis noninterest income and expenses are assumed to
be flat.

                     ($ in thousands, except for percent data)
------------------------- ------------------------ ----------------------------
    Rate Shift (bp)       Return on Average Assets   Return on Average Equity
------------------------- ------------------------ ----------------------------
           300                      1.20%                    10.45%
------------------------- ------------------------ ----------------------------
           200                      1.49%                    12.80%
------------------------- ------------------------ ----------------------------
           100                      1.75%                    14.95%
------------------------- ------------------------ ----------------------------
       (-) 100                      2.21%                    18.54%
------------------------- ------------------------ ----------------------------
       (-) 200                      2.17%                    18.27%
------------------------- ------------------------ ----------------------------
       (-) 300                      2.08%                    17.53%
------------------------- ------------------------ ----------------------------

    Simulation analysis allows the Company to test asset and liability
management strategies under rising and falling rate conditions. As a part of the
simulation process, certain estimates and assumptions must be made. These
include, but are not limited to, asset growth, the mix of assets and
liabilities, rate environment and local and national economic conditions. Asset
growth and the mix of assets can, to a degree, be influenced by management.
Other areas, such as the rate environment and economic factors, cannot be
controlled. For this reason actual results may vary materially from any
particular forecast or shock analysis.
    This shortcoming is offset somewhat by the periodic re-forecasting of the
balance sheet to reflect current trends and economic conditions. Shock analysis
must also be updated periodically as a part of the asset and liability
management process.

2003 vs 2002
    During 2003 the overall interest rate environment remained at a historically
low level. While interest rates are expected to remain low for the first half of
2004, in the opinion of management rate increases are an inevitable consequence
of the ongoing economic recovery. Any increase in interest rates would have, at
a minimum, a temporarily negative impact on performance.
    Risk factors and forward-looking statements previously discussed under "Net
Interest Income" apply.

Noninterest Income

2004 vs 2003
<TABLE>
<CAPTION>

                                      December 31, 2004        December 31, 2003        December 31, 2002
<S>                                           <C>                      <C>                      <C>
Service charges on deposits                   $3,003                   $2,597                   $2,229
Other service charges and fees                   252                      267                      260
Credit card fees                               1,839                    1,612                    1,409
Trust fees                                     1,436                    1,132                      968
Other income                                     444                      448                      500
Realized securities gains/losses                 168                      130                      346
                                                 ---                      ---                      ---
Total noninterest income                      $7,142                   $6,186                   $5,712
                                              ======                   ======                   ======
</TABLE>

    Noninterest income is comprised of several categories. Following is a
description of each, as well as the factors that influence each.

    Service charges on deposit accounts consist of a variety of charges imposed
on demand deposits, interest-bearing deposits and savings deposit accounts.
These include, but are not limited to, the following:
o   Demand deposit monthly activity fees
o   Service charges for checks for which there are non-sufficient
    funds or overdraft charges
o   ATM transaction fees

                                       19
                                     <PAGE>


The principal factors affecting current or future income are:
o   Internally generated growth
o   Acquisitions of other banks/branches or de novo branches
o   Adjustments to service charge structures
    In 2003, the Company made certain changes to its service charge structure.
These changes were not in effect in the first quarter of 2003. The remainder of
the increase was due to volume, combined with routine charge-offs. Revenues are
expected to continue to grow if, for no other reason, than the two recent
acquisitions. See the comments under "Acquisitions."

    Other service charges and fees consist of several categories. The primary
categories are listed below.
o   Fees for the issuance of official checks
o   Safe deposit box rent
o   Income from the sale of customer checks
o   Income from the sale of credit life and accident and health insurance
    Levels of income derived from these categories vary. Fees for the issuance
of official checks and customer check sales tend to grow as the existing
franchise grows and as new offices are added. Fee schedules, while subject to
change, generally do not alone yield a significant or discernable increase in
income when adjusted. The most significant growth in safe deposit box rent also
comes with an expansion of offices. Safe deposit box fee schedules, which are
already at competitive levels, are occasionally adjusted. Income derived from
the sale of credit life insurance and accident and health insurance varies with
loan volumes.

    Credit card fees consist of three types of revenues as follows:
o   Credit card transaction fees
o   Debit card transaction fees
o   Merchant fees
    In all three cases, volume is critical to growth in income. For debit and
credit cards the number of accounts, whether obtained from internal growth or
by acquisition, is the key factor. Merchant fees also depend on the number of
merchants in the Company's program, as well as the type of business and the
level of transaction discounts associated with them.

    Trust income is somewhat dependent upon market conditions and the number of
 estate accounts being handled at any given point in time. Financial market
 conditions, which affect the value of trust assets managed, can vary, leading
 to fluctuations in the related income. Over the past few years and into 2004,
 the financial markets have experienced a significant degree of volatility.
    Of the $304 increase, approximately $254 was attributable to income from the
 settlement of estates. Improvement in market conditions accounts for the
 majority of the remaining increase.

    The other income category is used for types of income that cannot be
classified with other forms of noninterest income. The category includes such
things as:
o   Net gains on the sale of fixed assets
o   Rent on foreclosed property
o   Income from cash value life insurance
o   Other infrequent or minor forms of income
o   Revenue from investment and insurance sales
    Given the nature of the items included in this category, it is difficult to
determine trends or patterns. Items warranting discussion are usually
non-recurring in nature.
    Net realized gains on securities at December 31, 2004 were $168 and were the
results of called or sold securities, offset by write downs in certain equity
securities.

2003 vs 2002
    Noninterest income for 2003 was $6,186 an 8.30% increase from 2002.
    Service charges on deposits increased by $368. The increase was the result
of changes in the terms of certain demand deposit products and the associated
service charges.
    Credit card fees were up $203 over 2002 due to volume increases in merchant
    and interchange fees. Trust income increased by $164 when compared to 2002.
    Trust income is dependent upon market conditions as
well as the type of account being handled at any given point in time. In 2003
market conditions improved, resulting in additional fees. The number of estates
handled also increased.
    Net securities gains and losses were down $216 from 2002. In the second and
third quarter of 2002 the Company sold certain investments owned by the parent
company for a total gain of approximately $335. There were no similar sales in
2003.

                                       20
                                     <PAGE>

<TABLE>
<CAPTION>

Noninterest Expense
2004 vs 2003
                                  December 31, 2002    December 31, 2004      December 31, 2003
<S>                                   <C>                   <C>                      <C>
Salaries and employee benefits        $10,498                $9,568                  $8,912
Occupancy and furniture and
  fixtures                              1,797                 1,655                   1,692
Data processing and ATM                 1,302                 1,164                   1,096
Credit card processing                  1,502                 1,244                   1,036
Intangibles and goodwill
  amortization                            967                   954                     954
Net costs of other real estate
  owned                                   201                   178                     145
Other operating expenses                4,069                 3,883                   3,592
                                      $20,336               $18,646                 $17,427
                                      =======               =======                 =======
</TABLE>


 Noninterest expense includes several categories. Following is a brief
 description of the factors that affect each.

    In addition to employee salaries, the salaries and benefits expense category
includes the costs of employment taxes and employee fringe benefits. Certain of
these are:
o   Health insurance
o   Employee life insurance
o   Dental insurance
o   Executive compensation plans (1)
o   Pension plans (1)
o   Employee stock option plan (1)
o   Employer FICA
o   Unemployment taxes
(1) See the Proxy Statement for the 2005 Annual Stockholders meeting for further
    information. For 2004, salary and benefits expense was up $930 or 9.72%.
    Routine salary increases and health
insurance cost increases contributed to the increase.
    Of more significance are the recent purchase and assumption transactions.
While the FNB-SE branch acquisition added no employees to the payroll, the CNB
purchase and assumption initially added twenty-one employees. Because the
Company's NBB subsidiary is operating the former CNB office as a branch office,
many former CNB employees were retained in their previous positions. Some former
CNB employees hold jobs that are performed elsewhere at NBB and they have moved
to those positions as the need arose.

    Occupancy costs include such items as depreciation expense, maintenance of
the properties, repairs and real estate taxes. This category is most affected by
new property acquisitions resulting from mergers, branch purchases or
construction of new branch facilities. Conversely, expense can be lowered by
branch office consolidations or closures, which though infrequent, have
occurred. On occasion repairs and other expense items can rise to significant
levels, though not frequently. This category increased $142 when 2004 and 2003
are compared. New branches, renovation and acquisitions also create increases in
the area.

    The Company maintains its own data processing facility and has ATM's at
twenty-four subsidiary bank offices and other locations. Costs to operate these
are reflected in this category and include depreciation, maintenance,
communication lines and certain supplies.
    Data processing costs were up $138 when 2004 is compared to 2003. While
these cost increases are nominal, larger increases are expected because of the
completion of the two previously mentioned purchase and assumption transactions.
The first purchase and assumption transaction was quite small and has not
greatly impacted data processing and ATM expense. The second acquisition
involved the assets and liabilities of an existing bank, including assumption of
its existing data processing contract, which will remain until mid 2005.
Assumption of this contract increased monthly costs by approximately $12-$15.
While the contract terminates in mid 2005, no substantial decreases in
processing costs are expected, as the company's primary data processing contract
allows for incremental increases. The Company also added three ATM's at its bank
affiliates during 2004.

    Credit card processing includes costs associated with the processing of
credit cards, debit cards and merchant transactions. These expenses are related
to credit card income previously discussed in the "Noninterest Income" section,
and the comments in that section are applicable.

    At December 31, 2004 the net costs of other real estate owned was $201.
Expense has risen steadily for the past three years. Other real estate owned at
December 31, 2004 was $895, which compares to $1,663 at December 31, 2003 and
$537 at December 31, 2002.

                                       21
                                     <PAGE>

    Other operating expenses include all other forms of expense not classified
elsewhere in the Company's statement of income. Included in this category are
such items as stationery and supplies, franchise taxes, contributions,
telephone, postage and other operating costs. Many of the expenses included in
this category are relatively stable or moderately increase with inflation from
year to year. However, there are some items included in the category, such as
other losses and charge-offs and repossession expense, which can vary from time
to time. While many of the items in this category have identifiable trends,
others may have frequent nonrecurring items or items that occur at no particular
frequency. This category was also affected by the recent acquisitions.
Categories such as stationery and supplies, telephone, and postage all increase
when new offices are acquired.
    Overall cost for this category increased 4.94%, when the periods ending
December 31, 2004 and December 31, 2003 are compared.

2003 vs 2002
    Noninterest expense for 2003 was $18,646, an increase of $1,219 or 6.99%
over 2002. The most significant changes occurred in the salaries and employee
benefits, credit card processing expenses and other operating expenses
categories.
    Salaries and employee benefits increased by 7.36% or $656. Of that increase,
approximately $254 was due to increased pension expense. During a period of low
interest rates, rates used in actual forecasts are lower and result in higher
net periodic pension expense. When interest rates rise, the amount of expense
decreases. The remainder of the increase is due to normally expected increases
in salaries and benefits.
    Credit card processing increased $208 over 2002. As previously mentioned in
"Noninterest Income" above, credit card income increased because of a greater
volume of merchant income. Credit card merchant expense moves in tandem with
merchant income.
    Other operating expenses were up $291 or 8.10%. A major portion of this
increase is $101 in additional Virginia bank franchise tax which was incurred
because of an increase in Bank capital resulting from earnings. Also included is
$39 in repossession expense and $36 related to a loss on the sale of a closed
branch facility.

Income Taxes

2004 vs 2003
    Income tax expense for 2004 increased by $518 when compared to 2003.
    Tax exempt income continues to be the primary difference between the
"expected" and reported tax expense. The Company's effective tax rates for 2004,
2003 and 2002 were 23.49%, 22.05% and 23.07%, respectively. The Company is
subject to the 35% marginal tax rate.

See Note 10 of the Notes to Consolidated Financial Statements for additional
information relating to income taxes.

2003 vs 2002
    Income tax expense for 2003 increased by $233 when compared to 2002.
    In 2003, the Company became subject to the 35% marginal tax rate because of
higher income. This new rate resulted in a credit to tax expense of
approximately $146 as the net deferred asset was adjusted to the new realization
rate.
    Tax exempt income continues to be the primary difference between the
"expected" and reported tax expense.

Effects of Inflation

    The Company's consolidated statements of income generally reflect the
effects of inflation. Since interest rates, loan demand, and deposit levels are
related to inflation, the resulting changes are included in net income. The most
significant item which does not reflect the effects of inflation is depreciation
expense. Historical dollar values used to determine depreciation expense do not
reflect the effects of inflation on the market value of depreciable assets after
their acquisition.

Provision and Allowance for Loan Losses

2004 vs 2003
       The adequacy of the allowance for loan losses is based on management's
judgment and analysis of current and historical loss experience, risk
characteristics of the loan portfolio, concentrations of credit and asset
quality, as well as other internal and external factors, such as general
economic conditions.
    An internal credit review department performs pre-credit analyses of large
credits and also conducts credit review activities that provide management with
an early warning of asset quality deterioration.
    The internal credit review department also prepares regular analyses of the
adequacy of the provision for loans losses. These analyses include calculations
based upon a mathematical formula that considers identified potential losses and
makes pool allocations for historical losses for various loan types. In
addition, an amount is allocated based upon such factors as changing trends in
the loan mix, the effects of changes in business conditions, the effects of any
changes in loan policies, and the effects of competition and regulatory factors
on the loan portfolio. The internal credit review department has determined that

                                       22
                                     <PAGE>


the Company's provision for loan losses is sufficient.
    Overall asset quality has shown some improvement in 2004. Reference is made
to data shown in the performance summary.

2003 vs 2002

    During 2003, the Company's BTC affiliate experienced a decline in asset
quality. The result has been an increase in foreclosed properties, as shown by
the following table. The problem has been recognized by management. Efforts
specifically designed to focus on problem loans and to work intensively with
delinquent borrowers have been undertaken. When these efforts are unsuccessful,
management is moving more quickly to liquidate loan collateral and to institute
legal collection activities.
    To date the net charge-off rate has remained stable. Loans past due ninety
days or more were $931 at December 31, 2003, slightly lower than the $977 at
December 31, 2002.


                                       23
                                     <PAGE>




IV. Summary of Loan Loss Experience

    A.  Analysis of the Allowance for Loan Losses
        The following tabulation shows average loan balances at the end of
        each period; changes in the allowance for loan losses arising from
        loans charged off and recoveries on loans previously charged off by
        loan category; and additions to the allowance which have been charged
        to operating expense:
<TABLE>
<CAPTION>
                                         ============================================================================
                                                                        December 31,
                                         ----------------------------------------------------------------------------
($ in thousands)                              2004           2003            2002           2001           2000
                                         ============================================================================
<S>                                            <C>             <C>            <C>            <C>            <C>
Average net loans outstanding                  $438,761        $405,696       $404,717       $380,970       $310,624
                                         ============================================================================
Balance at beginning of year                    $ 5,369         $ 5,092        $ 4,272        $ 3,886        $ 3,231

Charge-offs:
 Commercial and industrial loans                    533             241            276            141             55
 Real estate mortgage loans                         120             299             61             32            ---
 Real estate construction loans                      24             ---            ---            ---            ---
 Loans to individuals                               873           1,120          1,234            955            715
                                         ----------------------------------------------------------------------------
 Total loans charged off                          1,550           1,660          1,571          1,128            770
                                         ----------------------------------------------------------------------------
Recoveries:
 Commercial and industrial loans                     46             104             13              8              3
 Real estate mortgage loans                          31             ---            ---            ---            ---
 Real estate construction loans                     ---             ---            ---            ---            ---
 Loans to individuals                               146             142            127             98             93
                                         ----------------------------------------------------------------------------
 Total recoveries                                   223             246            140            106             96
                                         ----------------------------------------------------------------------------
Net loans charged off                             1,327           1,414          1,431          1,022            674
                                         ----------------------------------------------------------------------------
Additions charged to operations                   1,189           1,691          2,251          1,408          1,329
                                         ----------------------------------------------------------------------------
Acquisition of CNB                                  498             ---            ---            ---            ---
                                         ----------------------------------------------------------------------------
Balance at end of year                          $ 5,729         $ 5,369        $ 5,092        $ 4,272        $ 3,886
                                         ============================================================================
Net charge-offs to average net loans
outstanding                                       0.30%           0.34%          0.35%          0.27%          0.21%
=====================================================================================================================
</TABLE>

           Factors influencing management's judgment in determining the amount
        of the loan loss provision charged to operating expense include the
        quality of the loan portfolio as determined by management, the
        historical loan loss experience, diversification as to type of loans in
        the portfolio, the amount of secured as compared with unsecured loans
        and the value of underlying collateral, banking industry standards and
        averages, and general economic conditions.

                                       24
                                     <PAGE>




B.       Allocation of the Allowance for Loan Losses

The allowance for loan losses has been allocated according to the amount deemed
necessary to provide for anticipated losses within the categories of loans for
the years indicated as follows:
<TABLE>
<CAPTION>
             =====================================================================================================================
                                                                        December 31,
             ---------------------------------------------------------------------------------------------------------------------
                       2004                   2003                    2002                    2001                    2000
             ---------------------------------------------------------------------------------------------------------------------
                          Percent of             Percent of              Percent of             Percent of             Percent of
                           Loans in               Loans in                Loans in               Loans in               Loans in
 ($ in        Allowance      Each     Allowance     Each      Allowance     Each     Allowance     Each      Allowance    Each
thousands)     Amount     Category to   Amount   Category to   Amount    Category to   Amount   Category to   Amount   Category to
                          Total Loans            Total Loans             Total Loans            Total Loans            Total Loans
==================================================================================================================================
<S>               <C>        <C>        <C>         <C>          <C>        <C>          <C>        <C>         <C>        <C>
Commercial
 and
 industrial
 loans            $1,387     51.90%     $1,239      51.26%       $235       50.98%       $557       47.43%      $255       45.29%
----------------------------------------------------------------------------------------------------------------------------------
Real estate
 mortgage
 loans               990     24.10%        970      21.56%        911       20.01%         50       19.33%       120       19.66%
----------------------------------------------------------------------------------------------------------------------------------
Real estate
 construction
 loans               359      5.22%        125       6.88%        ---        5.44%        ---        4.89%       ---        4.62%
----------------------------------------------------------------------------------------------------------------------------------
Loans to
 individuals       2,016     18.78%      2,257      20.30%      3,092       23.57%      2,909       28.35%     1,709       30.43%
----------------------------------------------------------------------------------------------------------------------------------
Unallocated          977                   778                    854                     756                  1,802
----------------------------------------------------------------------------------------------------------------------------------
                  $5,729    100.00%     $5,369     100.00%     $5,092      100.00%     $4,272      100.00%    $3,886      100.00%
             =====================================================================================================================
</TABLE>


                                       25
                                     <PAGE>


Balance Sheet

2004 vs 2003

    Total assets for Company at December 31, 2004 were $796,154, an increase of
$87,594, or 12.36%, over December 31, 2003. The two acquisitions described in
the performance summary account for much of the growth.
    In the fourth quarter of 2004, the Company announced plans to acquire two
branches from Planters Bank and Trust Company of Virginia. This acquisition will
add approximately $22 million in deposits. The transaction is scheduled to close
in February 2005.

2003 vs 2002
    Total assets for the Company increased by $23,625 or 3.45% in 2003. Total
deposits increased by $17,107 or 2.81%. Growth was from development of the
existing franchise, as there were no acquisitions in 2003.

Loans

2004 vs 2003
    The mix of loan categories at December 31, 2004 and December 31, 2003 is
shown in the following table.

                                     December 31, 2004     December 31, 2003
Construction loans (1)                 $    25,009            $   28,055
Real estate loans                          115,388                87,899
Commercial and industrial loans            248,523               208,997
Loans to individuals                        89,889                82,742
                                            ------                ------
Total loans                              $ 478,809             $ 407,693
                                           =======               =======
(1)     All categories shown reflect gross loans at period-end.

    The volume of mortgage loans held for sale is directly related to interest
rate levels. Activity generally peaks during periods of low interest rates,
declining as interest rates rise. Period-end balances are not indicative of
volume, as loans are constantly being originated and sold. The balance shown at
period-end reflects only loans held by NBB for which there are purchase
commitments from investors, but which have not yet been funded. At December 31,
2004 there were approximately $3,611 in commitments to extend mortgage loans
outstanding and $1,717 at December 31, 2003.
    Construction loans were $25,009 at December 31, 2004 and $28,055 at December
31, 2003, a decrease of $3,046. This category tends to fluctuate because of
demand. Demand may vary due to economic conditions and seasons. Completion of
construction projects generally occurs within one year, at which time permanent
financing through one of the Company's banking affiliates or another lender is
obtained. Loans for which the Company retains permanent financing move into the
commercial and industrial loan or mortgage loan categories.
    Real estate loans at December 31, 2004 were $115,388, which represents an
increase of $27,489 from December 31, 2003. Loans in this category are for
one-to-four family housing and are loans the banking affiliates elected to
retain rather than sell on the secondary market. Of that increase, approximately
$13,000 was acquired from CNB and $2,600 was acquired from FNB-SE.
    Commercial and industrial loans were $248,523 at December 31, 2004, which
represents an increase of $39,526 from December 31, 2003. Included in this
category are loans for working capital, equipment, commercial real estate and
other loans for legitimate business needs. The CNB transaction accounted for
approximately $14,000 of this growth, and the FNB-SE acquisition contributed
$2,400. Historically, growth in this category has been satisfactory, and based
on present knowledge, no adverse trends are anticipated.
    Loans to individuals increased by $7,147 when December 31, 2004 is compared
to December 31, 2003. Growth attributable to the CNB transaction was
approximately $5,300, and $2,200 came from FNB-SE. Growth rates in this category
have trended downward, with most growth being the result of acquisitions. See
the comments under "Net Interest Income".

2003 vs 2002
    Loans net of unearned income decreased by $2,542 or .62% in 2003. Real
estate construction and real mortgage loans both showed increases of
approximately $5,700, however this was offset by a slight decline in commercial
loans and a $14,000 decline in loans to individuals. Management believes the
decline in loans to individuals is due to several reasons.
o   General economic conditions and the lack of employment opportunity in
    portions of the Company's market area.
o   A decline in consumer requests for new car financing because of special
    financing incentives offered by automobile companies.
o   Consumers' use of credit cards with higher credit limits.
o   Consumers taking advantage of low mortgage rates to refinance home
    mortgages to obtain funds that might otherwise have been borrowed
    through a consumer loan.

                                       26
                                     <PAGE>

Securities

2004 vs 2003
    Securities available for sale increased by $16,023 from December 31, 2003,
while securities held to maturity increased by $4,531. Of that increase,
approximately $9,519 was attributable to the CNB transaction. During 2004,
$1,310 in securities held to maturity were sold. Credit quality concerns
prompted these sales.

2003 vs 2002
    Securities in the available for sale portfolio increased $9,566 when
December 31, 2003 and 2002 are compared. Securities held to maturity increased
$1,294 when the same comparison is made. In order to maximize yields, securities
are generally purchased with long term maturities. Many have call features.
    As set out in the "Statement of Cash Flows", the Company sold one bond
classified as held to maturity because of credit quality concerns. It should be
noted that over the past three years the Company has purchased approximately
$135 million in securities classified as held to maturity. When the volume of
securities purchased is considered, there have been few credit quality concerns
in the investment portfolio. Credit quality will continue to be monitored and
any necessary adjustments initiated to ensure that credit quality remains high
and that it meets regulatory standards.

A.      Types of Loans
<TABLE>
<CAPTION>
                                     ================================================================
                                                              December 31,
                                     ----------------------------------------------------------------
                                          2004         2003        2002        2001        2000
=====================================================================================================
<S>                                     <C>          <C>         <C>         <C>          <C>
Commercial and industrial loans         $248,523     $208,997    $209,368    $189,764     $163,929
Real estate mortgage loans               115,388       87,899      82,193      77,339       71,163
Real estate construction loans            25,009       28,055      22,294      19,573       16,726
Loans to individuals                      89,889       82,742      96,762     113,413      110,176
                                     ----------------------------------------------------------------
Total loans                             $478,809     $407,693    $410,617    $400,089     $361,994
Less unearned income and deferred
 fees                                       (881)        (896)     (1,278)     (1,775)      (2,313)
                                     ----------------------------------------------------------------
Total loans, net of  unearned income    $477,928     $406,797    $409,339    $398,314     $359,681
Less allowance for loans losses           (5,729)      (5,369)     (5,092)     (4,272)      (3,886)
                                     ----------------------------------------------------------------
 Total loans, net                       $472,199     $401,428    $404,247    $394,042     $355,795
=====================================================================================================
</TABLE>


B.      Maturities and Interest Rate Sensitivities
<TABLE>
<CAPTION>
                                        ===================================================
                                                        December 31, 2004
                                        ---------------------------------------------------
                                                         1 - 5        After
                                          < 1 Year       Years       5 Years      Total
======================================= ============== =========== ============ ===========
<S>                                        <C>            <C>         <C>          <C>
Commercial and industrial                  $64,253        $140,664    $43,606      $248,523
Real estate construction                    25,009             ---        ---        25,009
--------------------------------------- -------------- ----------- ------------ -----------
                                            89,262         140,664     43,606       273,532
Less loans with predetermined
  interest rates                            24,883          17,287     16,627        58,797
                                        -------------- ----------- ------------ -----------
Loans with adjustable rates                $64,379        $123,377    $26,979      $214,735
======================================= ============== =========== ============ ===========
</TABLE>


C.      Risk Elements

  Nonaccrual, Past Due and Restructured Loans

  The following table presents aggregate amounts for nonaccrual loans,
  restructured loans, other real estate owned net, and

                                       27
                                     <PAGE>



  accruing loans which are contractually past due ninety days or more as to
interest or principal payments.
<TABLE>
<CAPTION>
                                               =======================================================
                                                                    December 31,
                                               -------------------------------------------------------
                                                   2004       2003       2002       2001        2000
------------------------------------------------------------------------------------------------------
<S>                                               <C>        <C>        <C>         <C>        <C>
Nonaccrual loans:
  Commercial and industrial                        $354       $302       $102        $175       $ 65
  Real estate mortgage                               40         44        152          11          5
  Loans to individuals                              ---          8         34         168         18
Total nonperforming loans                          $394       $354       $288        $354       $ 88
Other real estate owned, net                        895      1,663        537         211        540
------------------------------------------------------------------------------------------------------
Total nonperforming assets                       $1,289     $2,017       $825       $ 565       $628
                                               =======================================================
------------------------------------------------------------------------------------------------------
Accruing loans past due 90 days or more:
  Commercial and industrial                        $321        $98       $462        $303       $242
  Real estate mortgage                              258        619        119         277        664
  Loans to individuals                              175        214        396         400        415
------------------------------------------------------------------------------------------------------
                                                   $754       $931       $977        $980     $1,321
======================================================================================================
</TABLE>

Loan loss and other industry indicators related to asset quality are presented
in the Loan Loss Data table.
<TABLE>
<CAPTION>

Loan Loss Data Table
                                                        2004               2003             2002
------------------------------------------------- ------------------ ------------------ --------------
<S>                                                    <C>               <C>               <C>
Provision for loan losses                              $  1,189          $  1,691          $  2,251
------------------------------------------------- ------------------ ------------------ --------------
Net charge-offs to average net loans                      0.30%             0.34%             0.35%
------------------------------------------------- ------------------ ------------------ --------------
Allowance for loan losses to loans, net of
  unearned income and deferred fees                       1.20%             1.32%             1.24%
------------------------------------------------- ------------------ ------------------ --------------
Allowance for loan losses to nonperforming loans      1,454.06%         1,516.67%         1,768.06%
------------------------------------------------- ------------------ ------------------ --------------
Allowance for loan losses to nonperforming
  assets                                                444.45%           266.19%           617.21%
------------------------------------------------- ------------------ ------------------ --------------
Nonperforming assets to loans, net of unearned
  income and deferred fees, plus other real
  estate owned                                             .27%              .49%             0.20%
------------------------------------------------- ------------------ ------------------ --------------
Nonaccrual loans                                            394               354               288
------------------------------------------------- ------------------ ------------------ --------------
Restructured loans                                          ---               ---               ---
------------------------------------------------- ------------------ ------------------ --------------
Other real estate owned, net                                895             1,663               537
------------------------------------------------- ------------------ ------------------ --------------
Total nonperforming assets                             $  1,289          $  2,017           $   825
------------------------------------------------- ------------------ ------------------ --------------
Accruing loans past due 90 days or more                $    754          $    931           $   977
------------------------------------------------- ------------------ ------------------ --------------
</TABLE>

 Note: Nonperforming loans include nonaccrual loans and restructured loans, but
 do not include accruing loans 90 days or more past due.


                                       28
                                     <PAGE>


B.       Maturities and Associated Yields
         The following table presents the maturities for securities available
         for sale and held to maturity as of December 31, 2004 and weighted
         average yield for each range of maturities.
<TABLE>
<CAPTION>
                                       =======================================================================================
                                                                       Maturities and Yields
                                                                         December 31, 2004
                                       ---------------------------------------------------------------------------------------
($ in thousands except for % data)        <1 Year     1-5 Years     5-10 Years      >10 Years      None           Total
==============================================================================================================================

Available for Sale
------------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>         <C>           <C>            <C>          <C>           <C>
U.S. Treasury                               $   ---     $ 2,000       2,014          $ ---        $ ---         $  4,014
                                                ---       4.19%       3.97%            ---          ---            4.08%
-----------------------------------------------------------------------------------------------------------------------------
U.S. Government agencies                      2,029       2,854       1,992            ---          ---            6,875
                                              2.22%       4.05%       4.47%            ---          ---            3.63%
------------------------------------------------------------------------------------------------------------------------------
Mortgage-backed securities                      ---         958       3,467         13,439          ---           17,864
                                                ---       4.04%       4.05%          4.99%          ---            4.76%
------------------------------------------------------------------------------------------------------------------------------
States and political                            ---         105       3,974          1,239          ---            5,318
 subdivision - taxable                          ---       5.88%       4.86%          7.80%          ---            5.56%
------------------------------------------------------------------------------------------------------------------------------
States and political subdivision                694       5,753      52,723         14,654          ---           73,824
 - nontaxable(1)                              7.94%       6.27%       6.27%          6.57%          ---            6.35%
------------------------------------------------------------------------------------------------------------------------------
Corporate                                     2,767      10,409      20,672            ---          ---           33,848
                                              5.80%       3.77%       4.75%            ---          ---            4.54%
------------------------------------------------------------------------------------------------------------------------------
Federal Home Loan Bank stock                    ---         ---         ---            ---        1,603            1,603
                                                ---         ---         ---            ---        3.75%            3.75%
------------------------------------------------------------------------------------------------------------------------------
Federal Reserve Bank stock                      ---         ---         ---            ---          209              209
                                                ---         ---         ---            ---        6.00%            6.00%
------------------------------------------------------------------------------------------------------------------------------
Other securities                                ---         ---         ---            ---        1,768            1,768
                                                ---      22,079         ---         29,332        1.75%            1.75%
------------------------------------------------------------------------------------------------------------------------------
Total                                         5,490      22,079      84,842         28,332        3,580          145,323
                                              4.60%       4.52%       5.65%          5.90%        2.99%            5.43%
------------------------------------------------------------------------------------------------------------------------------


Held to Maturity
------------------------------------------------------------------------------------------------------------------------------
U.S. Treasury                                   ---         ---         ---            ---          ---              ---
                                                ---         ---         ---            ---          ---              ---
------------------------------------------------------------------------------------------------------------------------------
U.S. Government agencies                      2,997       4,992       8,987            ---          ---           16,976
                                              4.24%       3.91%       4.52%            ---          ---            4.29%
------------------------------------------------------------------------------------------------------------------------------
Mortgage-backed securities                        3           9         ---          3,042          ---            3,054
                                              7.50%       7.63%         ---          6.18%          ---            6.19%
------------------------------------------------------------------------------------------------------------------------------
States and political                            ---         ---       2,665            ---          ---            2,665
 subdivision - taxable                          ---         ---       5.47%            ---          ---            5.47%
------------------------------------------------------------------------------------------------------------------------------
States and political                          1,020       2,670      40,385          8,570          ---           52,645
 subdivision - nontaxable                     7.28%       6.26%       6.51%          6.32%          ---            6.48%
------------------------------------------------------------------------------------------------------------------------------
Corporate                                     7,480      11,296       9,269          2,000          ---           30,045
                                              5.93%       6.02%       5.26%          5.03%          ---            5.70%
------------------------------------------------------------------------------------------------------------------------------
Other securities                                ---          ---        ---            ---          ---              ---
                                                ---          ---        ---            ---          ---              ---
------------------------------------------------------------------------------------------------------------------------------
Total                                       $11,500      $18,967    $61,306        $13,612          ---         $105,385
                                              5.61%        5.50%      5.98%          6.10%          ---            5.87%
==============================================================================================================================
</TABLE>

(1) Rates shown represent weighted average yield on a fully taxable basis.
    The majority of mortgage-backed securities and collateralized mortgage
    obligations held at December 31, 2004 were backed by U.S. agencies. Certain
    holdings are required to be periodically subjected to the Financial
    Institution Examination Council's (FFIEC) high risk mortgage security test.
    These tests address possible fluctuations in the average life and variances
    caused by the change in rate times the change in volume have been allocated
    to rate and volume changes proportional to the relationship of the absolute
    dollar amounts of the change in each. Except for U.S. Government securities,
    the Company has no securities with any issuer that exceeds 10% of
    stockholders' equity.

                                       29
                                     <PAGE>


Deposits

2004 vs 2003
    Total deposits grew $80,554 or 12.88% when December 31, 2004 and December
31, 2003 are compared. Of the nearly $80,000 in growth, approximately $60,000
was due to acquisitions.
    The decline in time deposits is a continuation of the trend of customers
being unwilling to choose longer term deposit instruments. This trend is
expected to reverse when interest rates move to higher levels, which will
provide an incentive for customers to invest for longer periods.
    In addition to these acquisitions, the Company's BTC subsidiary has entered
into an agreement to purchase two branch offices from Planters Bank and Trust
Company of Virginia. This transaction, which is expected to close in February of
2005, added approximately $22,000 in deposits.

2003 vs 2002
    Total deposits grew by $17,107 or 2.81% in 2003. All categories reflected
increases except time deposits, which declined by 1.19%.
    In the interest-bearing deposit categories the largest dollar growth was in
interest-bearing demand deposits, which grew by $7,154. This was followed by
savings deposits, which grew by $4,128.

A.  Average Amounts of Deposits and Average Rates Paid

Average amounts and average rates paid on deposit categories are
presented below:
<TABLE>
<CAPTION>
                              =======================================================================
                                                           December 31,
                              -----------------------------------------------------------------------
                                       2004                    2003                   2002
                              -----------------------------------------------------------------------
                                            Average                Average                 Average
                                Average      Rates      Average     Rates      Average      Rates
 ($ in thousands)               Amounts       Paid      Amounts      Paid      Amounts      Paid
-----------------------------------------------------------------------------------------------------
<S>                               <C>                    <C>        <C>         <C>         <C>
Noninterest-bearing
 demand deposits                  $ 93,320        ---    $ 79,760        ---    $ 74,269         ---

Interest-bearing
 demand deposits                   186,106      0.84%     167,428      0.94%     147,749       1.50%

Savings deposits                    58,899      0.43%      51,646      0.63%      49,151       1.03%

Time deposits                      327,302      2.84%     317,989      3.26%     312,129       4.18%

-----------------------------------------------------------------------------------------------------
Average total
 deposits                         $665,627      1.94%    $616,823      2.28%    $583,298       3.10%
=====================================================================================================
</TABLE>


B.       Time Deposits of $100,000 or More

The following table sets forth time certificates of deposit and
other time deposits of $100,000 or more:
<TABLE>
<CAPTION>

                                =======================================================================
                                                          December 31, 2004
                                =======================================================================

                                 3 Months    Over 3 Months   Over 6 Months     Over 12       Total
                                  or Less      Through 6      Through 12       Months
($ in thousands)                                Months          Months
-------------------------------------------------------------------------------------------------------
<S>                              <C>             <C>             <C>           <C>         <C>
  Total time
    deposits of
    $100,000 or more              $13,284         $20,189         $24,154       $47,709     $105,336
=======================================================================================================
</TABLE>

                                       30
                                     <PAGE>


Derivatives and Market Risk Exposures

    The Company is not a party to derivative financial instruments with
off-balance sheet risks such as futures, forwards, swaps, and options. The
Company is a party to financial instruments with off-balance sheet risks such as
commitments to extend credit, standby letters of credit, and recourse
obligations in the normal course of business to meet the financing needs of its
customers. See Note 14, of Notes to Consolidated Financial Statements for
additional information relating to financial instruments with off-balance sheet
risk. Management does not plan any future involvement in high risk derivative
products. The Company has investments in mortgage-backed securities, principally
GNMA's and FNMA's, with a fair value of approximately $20,769, which includes
$3,112 of structured notes, none of which is mortgage-backed. See Note 3, of
Notes to Consolidated Financial Statements for additional information relating
to securities.
    The Company's securities and loans are subject to credit and interest rate
risk, and its deposits are subject to interest rate risk. Management considers
credit risk when a loan is granted and monitors credit risk after the loan is
granted. The Company maintains an allowance for loan losses to absorb losses in
the collection of its loans. See Note 5, of Notes to Consolidated Financial
Statements for information relating to the allowance for loan losses. See Note
15, of Notes to Consolidated Financial Statements for information relating to
concentrations of credit risk. The Company has an asset/liability program to
manage its interest rate risk. This program provides management with information
related to the rate sensitivity of certain assets and liabilities and the effect
of changing rates on profitability and capital accounts.
    The effects of changing interest rates are primarily managed through
adjustments to the loan portfolio and deposit base, to the extent competitive
factors allow. The investment portfolio is generally longer term. Adjustments
for asset and liability management concerns are addressed when securities are
called or mature and funds are subsequently reinvested. Historically, sales of
securities have occurred for reasons related to credit quality or regulatory
limitations. Few, if any, securities available for sale have been disposed of
for the express purpose of managing interest rate risk.
    No trading activity for this purpose is planned for the foreseeable future,
though it does remain an option.
    While this planning process is designed to protect the Company over the
long-term, it does not provide near-term protection from interest rate shocks,
as interest rate sensitive assets and liabilities do not, by their nature, move
up or down in tandem in response to changes in the overall rate environment. The
Company's profitability in the near term may be temporarily affected either
positively by a falling interest rate scenario or negatively by a period of
rising rates. See Note 16, of Notes to Consolidated Financial Statements for
information relating to fair value of financial instruments and comments
concerning interest rate sensitivity.

Liquidity

2004 vs 2003
    Liquidity is the ability to provide sufficient cash flow to meet financial
commitments and to fund additional loan demand or withdrawal of existing
deposits. Sources of liquidity include deposits, loan principal and interest
repayments, sales, calls and maturities of securities, and short-term
borrowings. The Company also has available a line of credit with the Federal
Home Loan Bank to provide for liquidity needs. The Company maintained an
adequate liquidity level during 2004 and 2003.
    Net cash provided by operating activities was $20,863 for the period ended
December 31, 2004, which compares to $14,793 for the same period the previous
year.
    Net cash used in investing activities was $36,291 for the period ended
December 31, 2004, and $27,976 used for the period ended December 31, 2003.
    The Company used approximately $13,602 in acquisitions, and it had no
    acquisitions in 2003. Net cash provided in financing activities was $16,188
    for the period ending December 31, 2004 and $12,600
for the period ending December 31, 2003. The substantial changes in cash used in
investing activities and cash provided by financing activities are due to the
CNB and FNB-SE transactions.
    Included in the supplemental cash flow data is interest paid on deposits,
which declined substantially when the periods December 31, 2004 and December 31,
2003 are compared. The decrease is due to a decline in interest expense due to
the lower interest rate environment.
    The Company has other available sources of liquidity. They include lines of
credit with a correspondent bank, advances from the Federal Home Loan Bank, and
Federal Reserve Bank discount window borrowings.
    Management is unaware of any commitment that would have a material and
adverse effect on liquidity at December 31, 2004. Total shareholders' equity
grew by $6,447 from December 31, 2003 to December 31, 2004. Earnings, net of the
change in unrealized gains and losses for securities available for sale and
dividends paid, accounted for most of the increase. Stock options exercised
provided $172. During the third quarter the Company repurchased 5,000 shares of
the common stock for $217. The Tier I and Tier II risk-based capital ratios at
December 31, 2004 were 12.36% and 13.39%, respectively.

2003 vs 2002
    Cash flows from operating activities for 2003 were $14,794. The principal
    source of cash was net income. Net cash used in investment activities was
    $27,976. Included in this account are $35,818 in purchases of
securities available for sale, $23,185 in securities held to maturity and
$17,402 in interest-bearing deposits.

                                       31
                                     <PAGE>

    Cash provided by financing activities was $12,599 compared to $28,792 in
2002. Time deposits decreased by $3,814 in 2003 and $1,743 in 2002. Other
deposits increased $20,921 in 2003. Comments made under "Deposits" apply.

Recent Accounting Pronouncements

    See Note 1, of Notes to Consolidated Financial Statements for information
relating to recent accounting pronouncements.

Capital Resources

    Total shareholders' equity at December 31, 2004 was $87,088, an increase of
$6,447 or 7.99%. Total average capital to total average assets was 11.21% for
2004, which compares to 11.12% in 2003. Of the increase, net income accounted
for $12,230, offset by dividends to shareholders in the amount of $4,504. Stock
repurchased during the year cost $217, while stock options exercised resulted in
an addition to capital of $172.

Off-Balance Sheet Arrangements

    The Company's off-balance sheet arrangements are detailed in the table
below.
<TABLE>
<CAPTION>
                                                        Payments Due by Period
                                        Total      Less Than    1-3 Years   3-5        More Than
                                                    1 Year                   Years      5 Years
--------------------------------------------------------------------------------------------------
<S>                                    <C>            <C>            <C>       <C>          <C>
Commitments to extend credit           $ 103,816      103,816          ---       ---          ---
Standby Letters of Credit                  4,365        4,365          ---       ---          ---
Mortgage Loans with Potential
  Recourse                                17,649       17,649          ---       ---          ---
Commitments to invest in LLC's               912          912          ---       ---          ---
Operating Leases                             475          112          158       135           70
--------------------------------------------------------------------------------------------------
Total                                  $ 127,217      127,217          158       135           70
                                      ============================================================
</TABLE>

    In the normal course of business the Company's banking affiliates extend
lines of credit to their customers. Amounts drawn upon these lines vary at any
given time depending on the business needs of the customers.
    Standby letters of credit are also issued to the banks' customers. There are
two types of standby letters of credit. The first is a guarantee of payment to
facilitate customer purchases. The second type is a performance letter of credit
that guarantees a payment if the customer fails to perform a specific
obligation. Revenue from these letters was approximately $19 in 2004.
    While it would be possible for customers to draw in full on approved lines
of credit and letters of credit, historically this has not occurred. In the
event of a sudden and substantial draw on these lines, the Company has its own
lines of credit on which it could draw funds. Sale of the loans would also be an
option.
    The Company also sells mortgages on the secondary market for which there are
recourse agreements should the borrower default.
    Operating leases are for buildings used in the day-to-day operations of the
Company.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

  See "Analysis of Interest Rate Sensitivity" set forth below. Additional
information is set forth in the "Interest Rate Sensitivity" and "Derivatives and
Market Risk Exposure" sections.


                                       32
                                     <PAGE>




Item 8.  Financial Statements and Supplementary Data
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>

$ In thousands, except share data.                                 December 31,
                                                            -------------- -----------
                                                                2004          2003
                                                            -------------- -----------
<S>                                                         <C>            <C>
Assets:
--------
Cash and due from banks                                     $  12,493      $ 11,733
----------------------------------------------------------- -------------- -----------
Interest-bearing deposits                                      22,463        36,220
----------------------------------------------------------- -------------- -----------
Securities available for sale, at fair value                  145,323       129,300
----------------------------------------------------------- -------------- -----------
Securities held to maturity (fair value approximates
 $107,697 at December 31, 2004 and $105,026 at
 December 31, 2003)                                           105,385       100,854
----------------------------------------------------------- -------------- -----------
Mortgage loans held for sale                                    1,003           714
----------------------------------------------------------- -------------- -----------
Loans:
----------------------------------------------------------- -------------- -----------
        Real estate construction loans                         25,009        28,055
----------------------------------------------------------- -------------- -----------
        Real estate mortgage loans                            115,388        87,899
----------------------------------------------------------- -------------- -----------
        Commercial and industrial loans                       248,523       208,997
----------------------------------------------------------- -------------- -----------
        Loans to individuals                                   89,889        82,742
----------------------------------------------------------- -------------- -----------
              Total loans                                     478,809       407,693
----------------------------------------------------------- -------------- -----------
        Less unearned income and deferred fees                   (881)         (896)
----------------------------------------------------------- -------------- -----------
        Loans, net of unearned income and deferred fees       477,928       406,797
----------------------------------------------------------- -------------- -----------
        Less allowance for loan losses                         (5,729)       (5,369)
----------------------------------------------------------- -------------- -----------
               Loans, net                                     472,199       401,428
----------------------------------------------------------- -------------- -----------
Premises and equipment, net                                    12,104        10,094
----------------------------------------------------------- -------------- -----------
Accrued interest receivable                                     4,870         4,610
----------------------------------------------------------- -------------- -----------
Other real estate owned, net                                      895         1,663
----------------------------------------------------------- -------------- -----------
Intangible assets and goodwill                                 16,924         9,958
----------------------------------------------------------- -------------- -----------
Other assets                                                    2,495         1,986
----------------------------------------------------------- -------------- -----------
               Total assets                                 $ 796,154      $708,560
                                                            ============== ===========

Liabilities and Stockholders' Equity:
-------------------------------------
Noninterest-bearing demand deposits                         $ 106,189      $ 83,671
----------------------------------------------------------- -------------- -----------
Interest-bearing demand deposits                              198,897       172,370
----------------------------------------------------------- -------------- -----------
Saving deposits                                                62,817        53,084
----------------------------------------------------------- -------------- -----------
Time deposits                                                 338,029       316,253
----------------------------------------------------------- -------------- -----------
               Total deposits                                 705,932       625,378
----------------------------------------------------------- -------------- -----------
Other borrowed funds                                              297           135
----------------------------------------------------------- -------------- -----------
Accrued interest payable                                          483           489
----------------------------------------------------------- -------------- -----------
Other liabilities                                               2,354         1,917
----------------------------------------------------------- -------------- -----------
               Total liabilities                              709,066       627,919
----------------------------------------------------------- -------------- -----------
Commitments and contingencies
----------------------------------------------------------- -------------- -----------
Stockholders' equity:
----------------------------------------------------------- -------------- -----------
       Preferred stock, no par value, 5,000,000 shares
       authorized; none issued and outstanding                    ---           ---
----------------------------------------------------------- -------------- -----------
        Common stock of $2.50 par value. Authorized
        10,000,000 shares; issued and outstanding, 3,519,002
        shares - 2004, and 3,515,377 - 2003                     8,797         8,788
----------------------------------------------------------- -------------- -----------
        Retained earnings                                      77,735        70,063
----------------------------------------------------------- -------------- -----------
        Accumulated other comprehensive income, net               556         1,790
----------------------------------------------------------- -------------- -----------
       Total stockholders' equity                              87,088        80,641
----------------------------------------------------------- -------------- -----------
           Total liabilities and stockholders' equity       $ 796,154      $708,560
----------------------------------------------------------- ============== ===========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

                                       33
                                     <PAGE>


CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>

$ In thousands, except per share
data. Years ended December 31,
                                                                    ---------- ---------- ---------
                                                                      2004        2003      2002
---------------- -------------------------------------------------- ---------- ---------- ---------
<S>                                                                  <C>        <C>        <C>
Interest
Income           Interest and fees on loans                          $ 29,812   $ 29,798   $32,420
---------------- -------------------------------------------------- ---------- ---------- ---------
                 Interest on federal funds sold                             5         16        42
---------------- -------------------------------------------------- ---------- ---------- ---------
                 Interest on interest-bearing deposits                    196        230       276
---------------- -------------------------------------------------- ---------- ---------- ---------
                 Interest on securities - taxable                       6,184      5,668     5,490
---------------- -------------------------------------------------- ---------- ---------- ---------
                 Interest on securities - nontaxable                    5,295      5,369     4,519
---------------- -------------------------------------------------- ---------- ---------- ---------
                         Total interest income                         41,492     41,081    42,747
---------------- -------------------------------------------------- ---------- ---------- ---------
Interest         Interest on time deposits of $100,000 or more          3,138      3,016     3,470
Expense          -------------------------------------------------- ---------- ---------- ---------
                 Interest on other deposits                             7,973      9,234    12,289
---------------- -------------------------------------------------- ---------- ---------- ---------
                 Interest on borrowed funds                                14          2         5
---------------- -------------------------------------------------- ---------- ---------- ---------
                         Total interest expense                        11,125     12,252    15,764
---------------- -------------------------------------------------- ---------- ---------- ---------
                         Net interest income                           30,367     28,829    26,983
---------------- -------------------------------------------------- ---------- ---------- ---------
                 Provision for loan losses                              1,189      1,691     2,251
---------------- -------------------------------------------------- ---------- ---------- ---------
                         Net interest income after provision for
                            loan losses                                29,178     27,138    24,732
---------------- -------------------------------------------------- ---------- ---------- ---------
Noninterest      Service charges on deposit accounts                    3,003      2,597     2,229
Income           -------------------------------------------------- ---------- ---------- ---------
                 Other service charges and fees                           252        267       260
---------------- -------------------------------------------------- ---------- ---------- ---------
                 Credit card fees                                       1,839      1,612     1,409
---------------- -------------------------------------------------- ---------- ---------- ---------
                 Trust income                                           1,436      1,132       968
---------------- -------------------------------------------------- ---------- ---------- ---------
                 Other income                                             444        448       500
---------------- -------------------------------------------------- ---------- ---------- ---------
                 Realized securities gains, net                           168        130       346
---------------- -------------------------------------------------- ---------- ---------- ---------
                         Total noninterest income                       7,142      6,186     5,712
---------------- -------------------------------------------------- ---------- ---------- ---------
Noninterest      Salaries and employee benefits                        10,498      9,568     8,912
Expense          -------------------------------------------------- ---------- ---------- ---------
                 Occupancy and furniture and fixtures                   1,797      1,655     1,692
---------------- -------------------------------------------------- ---------- ---------- ---------
                 Data processing and ATM                                1,302      1,164     1,096
---------------- -------------------------------------------------- ---------- ---------- ---------
                 Credit card processing                                 1,502      1,244     1,036
---------------- -------------------------------------------------- ---------- ---------- ---------
                 Intangible assets and goodwill amortization              967        954       954
---------------- -------------------------------------------------- ---------- ---------- ---------
                 Net costs of other real estate owned                     201        178       145
---------------- -------------------------------------------------- ---------- ---------- ---------
                 Other operating expenses                               4,069      3,883     3,592
---------------- -------------------------------------------------- ---------- ---------- ---------
                         Total noninterest expense                     20,336     18,646    17,427
---------------- -------------------------------------------------- ---------- ---------- ---------
                 Income before income taxes                            15,984     14,678    13,017
---------------- -------------------------------------------------- ---------- ---------- ---------
                 Income tax expense                                     3,754      3,236     3,003
---------------- -------------------------------------------------- ---------- ---------- ---------
                         Net income                                  $ 12,230   $ 11,442   $10,014
                                                                     ========   ========   =======
                         Basic net income per share                   $  3.48    $  3.26     $2.85
                                                                     ========   ========   =======
                         Fully diluted net income per share           $  3.46    $  3.24     $2.85
                                                                     ========   ========   =======
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

                                       34
                                     <PAGE>


CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
$ In thousands, except per share data.

                                      Common     Retained      Accumulated Other      Comprehensive      Total
                                       Stock     Earnings     Comprehensive Income        Income
------------------------------------ ---------- ----------- ------------------------ ----------------- ----------
<S>                                  <C>         <C>              <C>                   <C>            <C>
Balance at December 31, 2001           $ 8,778    $ 55,917             $ 566                            $ 65,261
------------------------------------ ---------- ----------- ------------------------ ----------------- ----------
Net income                                 ---      10,014               ---              $ 10,014        10,014
------------------------------------ ---------- ----------- ------------------------ ----------------- ----------
Other comprehensive income:
 Unrealized holding gains on
 available for sale securities net
 of deferred taxes of $948                 ---         ---               ---                 1,841           ---
------------------------------------ ---------- ----------- ------------------------ ----------------- ----------
Less: reclassification adjustment,
 net of income taxes of $(118)             ---         ---               ---                  (228)          ---
------------------------------------ ---------- ----------- ------------------------ ----------------- ----------
Minimum pension liability
 adjustment net of deferred taxes
 of $(235)                                 ---         ---               ---                  (381)          ---
------------------------------------ ---------- ----------- ------------------------ ----------------- ----------
Other comprehensive income, net of
 tax of $596                               ---         ---             1,232                 1,232         1,232
------------------------------------ ---------- ----------- ------------------------ ----------------- ----------
Total comprehensive income                 ---         ---               ---              $ 11,246           ---
------------------------------------ ---------- ----------- ------------------------ ================= ----------
Cash dividends ($0.97 per share)           ---     (3,406)               ---                              (3,406)
------------------------------------ ---------- ----------- ------------------------ ----------------- ----------


Balance at December 31, 2002           $ 8,778   $ 62,525            $ 1,798                            $ 73,101
------------------------------------ ---------- ----------- ------------------------ ----------------- ----------
Net income                                 ---     11,442                ---              $ 11,442        11,442
------------------------------------ ---------- ----------- ------------------------ ----------------- ----------
Other comprehensive loss:
 Unrealized holding gains on
 available for sale securities net
 of deferred taxes of $28                  ---        ---                ---                    52           ---
------------------------------------ ---------- ----------- ------------------------ ----------------- ----------
Less: reclassification adjustment,
 net of income taxes of $(46)              ---        ---                ---                   (84)          ---
------------------------------------ ---------- ----------- ------------------------ ----------------- ----------
Minimum pension liability
 adjustment net of deferred taxes
 of $8                                     ---        ---                ---                    24           ---
------------------------------------ ---------- ----------- ------------------------ ----------------- ----------
Other comprehensive loss, net of
 tax of $(10)                              ---        ---                 (8)                   (8)           (8)
------------------------------------ ---------- ----------- ------------------------ ----------------- ----------
Total comprehensive income                 ---        ---                ---              $ 11,434           ---
------------------------------------ ---------- ----------- ------------------------ ================= ----------
Cash dividends ($1.13 per share)           ---     (3,971)               ---                              (3,971)
------------------------------------ ---------- ----------- ------------------------ ----------------- ----------
Exercise of stock options                   10         67                ---                                  77
------------------------------------ ---------- ----------- ------------------------ ----------------- ----------


Balance at December 31, 2003           $ 8,788   $ 70,063            $ 1,790                            $ 80,641
------------------------------------ ---------- ----------- ------------------------ ----------------- ----------
Net income                                 ---     12,230                ---              $ 12,230        12,230
------------------------------------ ---------- ----------- ------------------------ ----------------- ----------
Other comprehensive loss:
-------------------------
Unrealized holding losses on
 available for sale securities net
 of deferred taxes of $(516)               ---        ---                ---                  (958)         ---
------------------------------------ ---------- ----------- ------------------------ ----------------- ----------
Less: reclassification adjustment,
 net of income taxes of $7                 ---        ---                ---                    12          ---
------------------------------------ ---------- ----------- ------------------------ ----------------- ----------
Minimum pension liability
 adjustment, net of deferred taxes
 of $(155)                                 ---        ---                ---                  (288)         ---
------------------------------------ ---------- ----------- ------------------------ ----------------- ----------
Other comprehensive loss, net of
 tax of $(664)                             ---        ---             (1,234)               (1,234)      (1,234)
------------------------------------ ---------- ----------- ------------------------ ----------------- ----------
Total comprehensive income                 ---        ---                ---              $ 10,996          ---
------------------------------------ ---------- ----------- ------------------------ ================= ----------
Cash dividend ($1.28 per share)            ---     (4,504)               ---                             (4,504)
------------------------------------ ---------- ----------- ------------------------ ----------------- ----------
Exercise of stock options                   22        150                ---                                172
------------------------------------ ---------- ----------- ------------------------ ----------------- ----------
Common stock repurchase                    (13)      (204)               ---                               (217)
------------------------------------ ---------- ----------- ------------------------ ----------------- ----------
Balance at December 31, 2004           $ 8,797   $ 77,735              $ 556                           $ 87,088
==================================== ========== =========== ======================== ================= ==========
</TABLE>


The accompanying notes are an integral part of these consolidated financial
statements.

                                       35
                                     <PAGE>
<TABLE>
<CAPTION>

CONSOLIDATED STATEMENTS OF CASH FLOWS                                       Years Ended December 31,
$ In thousands.                                                           2004        2003        2002
                                                                       ------------ ----------- ----------
<S>                                                                     <C>           <C>         <C>
Cash              Net income                                            $12,230       $11,442    $ 10,014
Flows             Adjustment to reconcile net income to net cash
from              provided by operating activities:
Operating            Provision for loan losses                            1,189         1,691       2,251
Activities           Deferred income tax (benefit)                          (18)         (200)       (551)
                     Depreciation of premises and equipment                 953           924         977
                     Amortization of intangibles                            967           954         954
                     Amortization of premiums and accretion of
                        discounts, net                                      335           359         392
                     (Gains) losses on sale and calls of securities
                        available for sale, net                              95           (79)       (331)
                     (Gains) losses on calls of securities held to
                        maturity, net                                      (263)          (51)        (15)
                     Losses and writedowns on other real estate
                        owned                                               139            94          87
                     Originations of mortgage loans held for sale       (17,938)      (37,039)    (36,915)
                     Sales of mortgage loans held for sale               17,649        37,171      37,214
                     (Gains) losses on sale and disposal of fixed
                        assets                                              ---            40         (11)
                     Net change in:
                        Accrued interest receivable                        (260)         (320)        627
                        Other assets                                      8,253           216         (34)
                        Accrued interest payable                             (6)         (211)       (401)
                        Other liabilities                                     9          (198)        (14)
                                                                       ------------ ----------- ----------
                     Net cash provided by operating activities           23,334        14,793      14,244
                                                                       ------------ ----------- ----------
Cash              Net change in federal funds sold                          ---         1,724        (644)
Flows             Net change in interest-bearing deposits                13,757       (17,402)     (3,308)
from              Proceeds from repayments of mortgage-backed
Investing            securities                                           7,373         9,872       4,656
Activities        Proceeds from sales of securities available for
                     sale                                                    94         1,193         813
                  Proceeds from calls, maturities, and principal
                     repayments of securities available for sale         18,765        15,127      11,042
                  Proceeds from calls, maturities, and principal
                     repayments of securities held to maturity            7,971        20,632      20,017
                  Proceeds from the sale of securities held to
                     maturity                                             1,310         1,093         ---
                  Purchases of securities available for sale            (31,849)      (35,818)    (44,995)
                  Purchases of securities held to maturity              (15,788)      (23,185)    (16,953)
                  Purchases of loan participations                       (1,668)       (6,619)    (19,440)
                  Collections of loan participations                      1,499         9,579       3,981
                  Acquisition of Community National Bank, net            (8,022)          ---         ---
                  Loan originations and principal collections, net      (30,495)       (3,592)      2,190
                  Proceeds from disposal of other real estate owned       1,031           294         255
                  Recoveries on loans charged off                           223           246         145
                  Additions to premises and equipment                    (2,966)       (1,527)       (805)
                  Proceeds from sale of premises and equipment                3           407          33
                                                                       ------------ ----------- ----------
                     Net cash used by investing activities              (38,762)      (27,976)    (43,013)
                                                                       ------------ ----------- ----------
Cash              Net change in time deposits                               495        (3,814)     (1,743)
Flows             Net change in other deposits                           20,080        20,921      33,396
from              Net change in other borrowed funds                        162          (613)        545
Financing         Cash dividends paid                                    (4,504)       (3,971)     (3,406)
Activities        Common stock repurchase                                  (217)           77         ---
                  Stock options exercised                                   172           ---         ---
                                                                       ------------ ----------- ----------
                     Net cash provided by financing activities           16,188        12,600      28,792
                                                                       ------------ ----------- ----------
Supplemental      Net change in cash and due from banks                     760          (583)         23
Disclosures       Cash and due from banks at beginning of year           11,733        12,316      12,293
of Cash Flow                                                           ------------ ----------- ----------
Information       Cash and due from banks at end of year                $12,493       $11,733     $12,316
                                                                       ------------ ----------- ----------
                  Interest paid on deposits and borrowed funds          $11,131       $12,463     $16,165
                  Income taxes paid                                       3,578         3,338       3,414
Supplemental      Loans charged against the allowance for loan
Disclosures          losses                                               1,550         1,660       1,576
of Noncash        Loans transferred to other real estate owned              402         1,514         668
Activities        Unrealized gain (loss) on securities available
                     for sale                                            (1,455)            3       2,444
                  Minimum pension liability adjustment                      428           (41)        689


                                       36
                                     <PAGE>



CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

                 Transactions related to the acquisition of
                    Community National Bank:
                   Increase in assets and liabilities:
                      Investments                                        10,052           ---         ---
                      Loans                                              40,371           ---         ---
                      Deposits                                           59,979           ---         ---
</TABLE>


The accompanying notes are an integral part of these consolidated financial
statements.


                                       37
                                     <PAGE>


Notes to Consolidated Financial Statements $ In thousands, except share data and
per share data.

Note 1: Summary of Significant Accounting Policies
    The consolidated financial statements include the accounts of National
Bankshares, Inc. (Bankshares) and its wholly-owned subsidiaries, the National
Bank of Blacksburg (NBB), Bank of Tazewell County (BTC), and National Bankshares
Financial Services, Inc. (NBFS), (the Company). All significant intercompany
balances and transactions have been eliminated in consolidation.
    The accounting and reporting policies of the Company conform to accounting
principles generally accepted in the United States of America and to general
practices within the banking industry. The following is a summary of the more
significant accounting policies.

Cash and Cash Equivalents
    For purposes of the consolidated statements of cash flows, cash and cash
equivalents include cash and due from banks.

Securities
    Debt securities that management has the positive intent and ability to hold
to maturity are classified as "held to maturity" and recorded at amortized cost.
Securities not classified as held to maturity or trading, including equity
securities with readily determinable fair values, are classified as "available
for sale" and recorded at fair value, with unrealized gains and losses excluded
from earnings and reported in other comprehensive income. The Company has no
securities classified as trading securities at December 31, 2004 or 2003.
    Purchase premiums and discounts are recognized in interest income using the
interest method over the terms of the securities. Declines in the fair value of
held to maturity and available for sale securities below their cost that are
deemed to be other than temporary are reflected in earnings as realized losses.
Gains and losses on the sale of securities are recorded on the trade date and
are determined using the specific identification method.


Loans Held for Sale
    Loans originated and intended for sale in the secondary market are carried
at the lower of cost or estimated fair value on an individual loan basis. Net
unrealized losses, if any, are recognized through a valuation allowance by
charges to income. Loans held for sale are generally sold with the mortgage
servicing rights released by the Company.

Loans
    The Company, through its banking subsidiaries, grants mortgage, commercial,
and consumer loans to customers. A substantial portion of the loan portfolio is
represented by mortgage loans. The ability of the Company's debtors to honor
their contracts is dependent upon the real estate and general economic
conditions in the Company's market area.
    Loans that management has the intent and ability to hold for the foreseeable
future, or until maturity or payoff, generally are reported at their outstanding
unpaid principal balances adjusted for the allowance for loan losses and any
deferred fees or costs on originated loans. Interest income is accrued on the
unpaid principal balance. Loan origination fees, net of certain direct
origination costs, are deferred and recognized as an adjustment of the related
loan yield using the interest method.
    The accrual of interest on mortgage and commercial loans is discontinued at
the time the loan is 90 days delinquent unless the credit is well-secured and in
the process of collection. Credit card loans and other personal loans are
typically charged off no later than 180 days past due. In all cases, loans are
placed on nonaccrual or charged off at an earlier date if collection of
principal or interest is considered doubtful.
    All interest accrued but not collected for loans that are placed on
nonaccrual or charged off is reversed against interest income. The interest on
these loans is accounted for on the cash-basis or cost-recovery method until
qualifying for return to accrual. Loans are returned to accrual status when all
the principal and interest amounts contractually due are brought current and
future payments are reasonably assured.

Allowance for Loan Losses
    The allowance for loan losses is established as losses are estimated to have
occurred through a provision for loan losses charged to earnings. Loan losses
are charged against the allowance when management believes the uncollectibility
of a loan balance is confirmed. Subsequent recoveries, if any, are credited to
the allowance.
    The allowance for loan losses is evaluated on a regular basis by management
and is based upon management's periodic review of the collectibility of the
loans in light of historical experience; the nature, volume, and risk
characteristics of the loan portfolio; adverse situations that may affect the
borrower's ability to repay; estimated value of any underlying collateral; and
prevailing economic conditions. This evaluation is inherently subjective as it
requires estimates that are susceptible to significant revision as more
information becomes available.
    The allowance consists of specific, general and unallocated components. The
specific component relates to loans that are classified as either doubtful,
substandard or special mention. For such loans that are also classified as

                                       38
                                     <PAGE>

impaired, an allowance is established when the discounted cash flows (or
collateral value or observable market price) of the impaired loan is lower than
the carrying value of that loan. The general component covers non-classified
loans and is based on historical loss experience adjusted for qualitative
factors. An unallocated component is maintained to cover uncertainties that
could affect management's estimate of probable losses. The unallocated component
of the allowance reflects the margin of imprecision inherent to the underlying
assumptions used in the methodologies for estimating specific and general losses
in the portfolio.
    A loan is considered impaired when, based on current information and events,
it is probable that the Company will be unable to collect the scheduled payments
of principal or interest when due according to the contractual terms of the loan
agreement. Factors considered by management in determining impairment include
payment status, collateral value, and the probability of collecting scheduled
principal and interest payments when due. Loans that experience insignificant
payment delays and payment shortfalls generally are not classified as impaired.
Management determines the significance of payment delays and payment shortfalls
on a case-by-case basis, taking into consideration all of the circumstances
surrounding the loan and the borrower, including the length of the delay, the
reasons for the delay, the borrower's prior payment record, and the amount of
the shortfall in relation to the principal and interest owed. Impairment is
measured on a loan by loan basis for commercial and construction loans by either
the present value of expected future cash flows discounted at the loan's
effective interest rate, the loan's obtainable market price, or the fair value
of the collateral if the loan is collateral dependent.
    Large groups of smaller balance homogeneous loans are collectively evaluated
for impairment. Accordingly, the Company does not separately identify individual
consumer and residential loans for impairment disclosures.

Rate Lock Commitments
    The Company enters into commitments to originate mortgage loans whereby the
interest rate on the loan is determined prior to funding (rate lock
commitments). Rate lock commitments on mortgage loans that are intended to be
sold are considered to be derivatives. The period of time between issuance of a
loan commitment and closing and sale of the loan generally ranges from 30 to 60
days. The Company protects itself from changes in interest rates through the use
of best efforts forward delivery commitments, by committing to sell a loan at
the time the borrower commits to an interest rate with the intent that the buyer
has assumed interest rate risk on the loan. As a result, the Company is not
exposed to losses nor will it realize significant gains related to its rate lock
commitments due to changes in interest rates. The correlation between the rate
lock commitments and the best efforts contracts is very high due to their
similarity.
    The market value of rate lock commitments and best efforts contracts is not
readily ascertainable with precision because rate lock commitments and best
effort contracts are not actively traded in stand-alone markets. The Company
determines the fair value of rate lock commitments and best efforts contracts by
measuring the changes in the value of the underlying assets while taking into
consideration the probability that the rate lock commitments will close. Because
of the high correlation between rate lock commitments and best efforts
contracts, no gain or loss occurs on the rate lock commitments.

Premises and Equipment
    Premises and equipment are stated at cost, net of accumulated depreciation.
Depreciation is charged to expense over the estimated useful lives of the assets
on the straight-line basis. Depreciable lives include 40 years for premises,
3-10 years for furniture and equipment, and 3 years for computer software. Costs
of maintenance and repairs are charged to expense as incurred and improvements
are capitalized.

Other Real Estate
    Real estate acquired through, or in lieu of, foreclosure is held for sale
and is initially recorded at fair value at the date of foreclosure, establishing
a new cost basis. Subsequent to foreclosure, valuations are periodically
performed by management and the assets are carried at the lower of carrying
amount or fair value less cost to sell. Revenue and expenses from operations and
changes in the valuation allowance are included in other operating expenses.

Intangible Assets
    Included in other assets are deposit intangibles of $10,882 and $9,726 at
December 31, 2004 and 2003, respectively, and goodwill of $6,042 and $232 at
December 31, 2004 and 2003, respectively. Deposit intangibles are being
amortized on a straight-line basis over a ten- or twelve-year period, and
goodwill still being amortized on a straight-line basis is over a fifteen-year
period. Goodwill from the CNB acquisition is not being amortized, but is subject
to annual impairment testing.

Stock-Based Compensation
    At December 31, 2004, the Company had a stock-based employee compensation
plan which is described more fully in Note 9. The Company accounts for this plan
under the recognition and measurement principles of APB Opinion No. 25,
Accounting for Stock Issued to Employees, and related Interpretations. No
stock-based employee compensation cost is reflected in net income, as all
options granted under the plan had an exercise price equal to the market value
of the underlying common stock on the date of grant. The following table
illustrates the effect on net income and earnings per share if the Company had
applied the fair value recognition provisions of FASB Statement No. 123,
Accounting for Stock-Based Compensation, to stock-based employee compensation.

                                       39
                                     <PAGE>
<TABLE>
<CAPTION>

                                                       Years Ended December 31,
                                             ----------------------------------------------
                                                 2004           2003             2002
                                             ------------- ---------------- ---------------
(In thousands, except per share data)
<S>                                             <C>              <C>            <C>
Net income as reported                          $  12,230        $  11,442      $  10,014
Deduct: Total stock-based employee
  compensation expense determined under the
  fair value based method for all awards             (102)             (61)           (35)
                                             ------------- ---------------- ---------------
Pro forma net income                            $  12,128        $  11,381       $  9,979
Earnings per share:                          ============= ================ ===============
   Basic-as reported                            $    3.48        $    3.26       $   2.85
                                             ============= ================ ===============
   Basic-pro forma                              $    3.45        $    3.24       $   2.84
                                             ============= ================ ===============
   Diluted-as reported                          $    3.46        $    3.24       $   2.85
                                             ============= ================ ===============
   Diluted-pro forma                            $    3.43        $    3.22       $   2.84
                                             ============= ================ ===============
</TABLE>

Pension Plan
    The Company sponsors a defined benefit pension plan, which covers
substantially all full-time officers and employees. The benefits are based upon
length of service and a percentage of the employee's compensation during the
final years of employment. Pension costs are computed based upon the provisions
of SFAS No. 87. The Company contributes to the pension plan amounts that are
deductible for federal income tax purposes.

Income Taxes
    Deferred income tax assets and liabilities are determined using the balance
sheet method. Under this method, the net deferred tax asset or liability is
determined based on the tax effects of the temporary differences between the
book and tax basis of the various balance sheet assets and liabilities and gives
current recognition to changes in tax rates and laws.

Trust Assets and Income
    Assets (other than cash deposits) held by the Trust Departments in a
fiduciary or agency capacity for customers are not included in the consolidated
financial statements since such items are not assets of the Company. Trust
income is recognized on the accrual basis.

Earnings Per Share
    Basic earnings per share represents income available to common stockholders
divided by the weighted-average number of common shares outstanding during the
period. Diluted earnings per share reflects additional common shares that would
have been outstanding if dilutive potential common shares had been issued, as
well as any adjustment to income that would result from the assumed issuance.
Potential common shares that may be issued by the Company relate solely to
outstanding stock options, and are determined using the treasury stock method.
    The following shows the weighted average number of shares used in computing
earnings per share and the effect on the weighted average number of shares of
dilutive potential common stock. Potential dilutive common stock had no effect
on income available to common shareholders.
                                               2004        2003         2002
                                               ----        ----         ----
Average number of common shares
  outstanding                                3,517,982    3,512,896    3,511,377
Effect of dilutive options                      19,944       20,364        5,712
                                             ---------    ---------    ---------
Average number of common shares
  outstanding used  to calculate diluted
  earnings per share                         3,537,926    3,533,260    3,517,089
                                             ---------    ---------    ---------

    In 2004 and 2002, stock options representing 13,125 and 9,750 shares,
respectively, were not included in the computation of diluted net income per
share because to do so would have been anti-dilutive. There were no
anti-dilutive stock options excluded during 2003.

Advertising
    The Company practices the policy of charging advertising costs to expenses
as incurred.

Use of Estimates
    In preparing consolidated financial statements in conformity with accounting
principles generally accepted in the United States of America, management is
required to make estimates and assumptions that affect the reported amounts of
assets and liabilities as of the date of the balance sheet and reported amounts
of revenues and expenses during the reporting period. Actual results could
differ from those estimates. Material estimates that are particularly
susceptible to significant change in the near term relate to the determination
of the allowance for loan losses and the valuation of foreclosed real estate and
deferred tax assets.

                                       40
                                     <PAGE>

    Changing economic conditions, adverse economic prospects for borrowers, as
well as regulatory agency action as a result of examination, could cause NBB and
BTC to recognize additions to the allowance for loan losses and may also affect
the valuation of real estate acquired in connection with foreclosures or in
satisfaction of loans.

Recent Accounting Pronouncements
    In January 2003, the Financial Accounting Standards Board (FASB) issued FASB
Interpretation No. 46, "Consolidation of Variable Interest Entities" (FIN 46).
This Interpretation provides guidance with respect to the identification of
variable interest entities when the assets, liabilities, non-controlling
interests, and results of operations of a variable interest entity need to be
included in a company's consolidated financial statements. An entity is deemed a
variable interest entity, subject to the interpretation, if the equity
investment at risk is not sufficient to permit the entity to finance its
activities without additional subordinated financial support from other parties,
or in cases in which the equity investors lack one or more of the essential
characteristics of a controlling financial interest, which include the ability
to make decisions about the entity's activities through voting rights, the
obligations to absorb the expected losses of the entity if they occur, or the
right to receive the expected residual returns of the entity if they occur. Due
to significant implementation issues, the FASB modified the wording of FIN 46
and issued FIN 46R in December of 2003. FIN 46R deferred the effective date for
the provisions of FIN 46 to entities other than Special Purpose Entities (SPEs)
until financial statements issued for periods ending after March 15, 2004. SPEs
were subject to the provisions of either FIN 46 or FIN 46R as of December 15,
2003. The adoption of FIN 46 and FIN 46R did not have a material effect on the
Company's consolidated financial position or consolidated results of operations.
    In December 2003, the Accounting Standards Executive Committee (AcSEC) of
the American Institute of Certified Public Accountants issued Statement of
Position (SOP) 03-3, "Accounting for Certain Loans or Debt Securities Acquired
in a Transfer." The SOP is effective for loans acquired in fiscal years
beginning after December 15, 2004. The scope of the SOP applies to unhealthy
"problem" loans that have been acquired, either individually in a portfolio, or
in a business acquisition. The SOP addresses accounting for differences between
contractual cash flows and cash flows expected to be collected from an
investor's initial investment in loans or debt securities (loans) acquired in a
transfer if those differences are attributable, at least in part, to credit
quality. The SOP does not apply to loans originated by the Company. The Company
intends to adopt the provisions of SOP 03-3 effective January 1, 2005, and does
not expect the initial implementation to have a significant effect on the
Company's consolidated financial position or consolidated results of operations.
    On March 9, 2004, the SEC Staff issued Staff Accounting Bulletin No. 105,
"Application of Accounting Principles to Loan Commitments" (SAB 105). SAB 105
clarifies existing accounting practices relating to the valuation of issued loan
commitments, including interest rate lock commitments (IRLC), subject to SFAS
No. 149 and Derivative Implementation Group Issue C13, "Scope Exceptions: When a
Loan Commitment is included in the Scope of Statement 133." Furthermore, SAB 105
disallows the inclusion of the values of a servicing component and other
internally developed intangible assets in the initial and subsequent IRLC
valuation. The provisions of SAB 105 were effective for loan commitments entered
into after March 31, 2004. The Company has adopted the provisions of SAB 105.
Since the provisions of SAB 105 affect only the timing of the recognition of
mortgage banking income, management does not anticipate that this guidance will
have a material adverse effect on either the Company's consolidated financial
position or consolidated results of operations.
    Emerging Issues Task Force (EITF) Issue No. 03-1, "The Meaning of
Other-Than-Temporary Impairment and Its Application to Certain Investments" was
issued and is effective March 31, 2004. EITF 03-1 provides guidance for
determining the meaning of "other than temporarily impaired" and its application
to certain debt and equity securities within the scope of SFAS No. 115
"Accounting for Certain Investments in Debt and Equity Securities" and
investments accounted for under the cost method. The guidance requires that
investments which have declined in value due to credit concerns or solely due to
changes in interest rates must be recorded as other-than-temporarily impaired
unless the Company can assert and demonstrate its intention to hold the security
for a period of time sufficient to allow for a recovery of fair value up to or
beyond the cost of the investment which might mean maturity. This issue also
requires disclosures assessing the ability and intent to hold investments in
instances in which an investor determines that an investment with a fair value
less than cost is not other-than-temporarily impaired. On September 30, 2004,
the FASB decided to delay the effective date for the measurement and recognition
guidance contained in Issue 03-1. This delay does not suspend the requirement to
recognize other-than-temporary impairments as required by existing authoritative
literature. The disclosure guidance in Issue 03-1 was not delayed.
    EITF No. 03-16, "Accounting for Investments in Limited Liability Companies"
was ratified by the FASB and is effective for reporting periods beginning after
June 15, 2004." APB Opinion No. 18, "The Equity Method of Accounting Investments
in Common Stock," prescribes the accounting for investments in common stock of
corporations that are not consolidated. AICPA Accounting Interpretation 2,
"Investments in Partnerships Ventures," of Opinion 18, indicates that "many of
the provisions of the Opinion would be appropriate in accounting" for
partnerships. In EITF Abstracts, Topic No. D-46, "Accounting for Limited
Partnership Investments," the SEC staff clarified its view that investments of
more than 3 to 5 percent are considered to be more than minor and, therefore,
should be accounted for using the equity method. Limited liability companies
(LLCs) have characteristics of both corporations and partnerships, but are
dissimilar from both in certain respects. Due to those similarities and
differences, diversity in practice exists with respect to accounting for
non-controlling investments in LLCs. The consensus reached was that an LLC
should be viewed as similar to a corporation or similar to a partnership for
purposes of determining whether a non-controlling investment should be accounted
for using the cost method or the equity method of accounting.
    In December 2004, the FASB issued Statement of Financial Accounting

                                       41
                                     <PAGE>

Standards No. 123 (revised 2004), "Share-Based Payment." This Statement
establishes standards for the accounting for transactions in which an entity
exchanges its equity instruments for goods or services. It also addresses
transactions in which an entity incurs liabilities in exchange for goods or
services that are based on the fair value of the entity's equity instruments or
that may be settled by the issuance of those equity instruments. The Statement
focuses primarily on accounting for transactions in which an entity obtains
employee services in share-based payment transactions. The Statement requires an
entity to measure the cost of employee services received in exchange for an
award of equity instruments based on the grant-date fair value of the award
(with limited exceptions). That cost will be recognized over the period during
which an employee is required to provide service in exchange for the award - the
requisite service period (usually the vesting period). The entity will initially
measure the cost of employee services received in exchange for an award of
liability instruments based on its current fair value; the fair value of that
award will be remeasured subsequently at each reporting date through the
settlement date. Changes in fair value during the requisite service period will
be recognized as compensation cost over that period. The grant-date fair value
of employee share options and similar instruments will be estimated using
option-pricing models adjusted for the unique characteristics of those
instruments (unless observable market prices for the same or similar instruments
are available). If an equity award is modified after the grant date, incremental
compensation cost will be recognized in an amount equal to the excess of the
fair value of the modified award over the fair value of the original award
immediately before the modification. This Statement is effective as of the
beginning of the first interim or annual reporting period that begins after June
15, 2005. Under the transition method, compensation cost is recognized on or
after the required effective date for the portion of outstanding awards for
which the requisite service has not yet been rendered, based on the grant-date
fair value of those awards calculated under Statement 123 for either recognition
or pro forma disclosures. For periods before the required effective date,
entities may elect to apply a modified version of retrospective application
under which financial statements for prior periods are adjusted on a basis
consistent with the pro forma disclosures required for those periods by
Statement 123.

Note 2: Restriction on Cash
    As members of the Federal Reserve System, the Company's subsidiary banks are
required to maintain certain average reserve balances. For the final weekly
reporting period in the years ended December 31, 2004 and 2003, the aggregate
amounts of daily average required balances approximated $3,138 and $2,463,
respectively.

Note 3: Securities
    The amortized cost and fair value of securities available for sale, with
gross unrealized gains and losses, follows:
<TABLE>
<CAPTION>
                                                                   December 31, 2004

                                                                 Gross            Gross
  Available for sale:                            Amortized     Unrealized      Unrealized
                                                   Cost          Gains            Losses    Fair Value
  -------------------------------------------- -------------- ------------- -------------- --------------
<S>                                                  <C>             <C>            <C>          <C>
  U.S. Treasury                                      $ 4,041         $  32          $  59        $ 4,014
  --------------------------------------------
  U.S. Government agencies and corporations            6,831            55             11          6,875
  States and political subdivisions                   77,689         1,886            433         79,142
  Mortgage-backed securities                          17,609           284             29         17,142
  Corporate debt securities                           33,880           539            571         33,848
  Federal Home Loan Bank stock-restricted              1,603           ---            ---          1,603
  Federal Reserve Bank stock-restricted                  209           ---            ---            209
  Other securities                                     1,615           153            ---          1,768
                                                       -----           ---            ---          -----
      Total securities available for sale          $ 143,477       $ 2,949        $ 1,103      $ 145,323
                                                   =========       =======        =======      =========
</TABLE>
<TABLE>
<CAPTION>

                                                                  December 31, 2003
                                                                 Gross         Gross
Available for sale:                             Amortized     Unrealized     Unrealized
                                                   Cost          Gains         Losses      Fair Value
                                               ------------- -------------- ------------- -------------
<S>                                                 <C>              <C>           <C>         <C>
U.S. Treasury                                       $ 2,249          $  91         $ ---       $ 2,340
----------------------------------------------
U.S. Government agencies and corporations             4,639             12             2         4,649
States and political subdivisions                    80,872          2,524           282        83,114
Mortgage-backed securities                           10,518            365             3        10,880
Corporate debt securities                            24,609            773           319        25,063
Federal Home Loan Bank stock-restricted               1,646            ---           ---         1,646
Federal Reserve Bank stock-restricted                   209            ---           ---           209
Other securities                                      1,257            142           ---         1,399
                                                      -----            ---           ---         -----
    Total securities available for sale           $ 125,999        $ 3,907         $ 606     $ 129,300
                                                  =========        =======         =====     =========
</TABLE>

                                       42
                                     <PAGE>


    The amortized cost and fair value of single maturity securities available
for sale at December 31, 2004, by contractual maturity, are shown below.
Expected maturities may differ from contractual maturities because borrowers may
have the right to call or prepay obligations with or without call or prepayment
penalties. Mortgage-backed securities included in these totals are categorized
by final maturity at December 31, 2004.

                                                   December 31, 2004
                                          Amortized Cost         Fair Value
                                        -------------------- -------------------
Due in one year or less                            $  5,460             $  5,490
Due after one year through five years                21,988               22,079
Due after five years through ten years               83,834               84,842
Due after ten years                                  28,768               29,332
No maturity                                           3,427                3,580
                                        -------------------- -------------------
                                                  $ 143,477            $ 145,323
                                                    =======              =======

The amortized cost and fair value of securities held to maturity, with gross
unrealized gains and losses, follows:
<TABLE>
<CAPTION>
                                                           December 31, 2004
                                                            Gross        Gross
Held to maturity:                           Amortized    Unrealized   Unrealized
                                               Cost         Gains       Losses     Fair Value
                                           ------------- ------------ ------------ -----------
                                           ------------- ------------ ------------ -----------
<S>                                           <C>              <C>         <C>      <C>
U.S. Government agencies and corporations     $  16,976        $  40       $  143   $  16,873
States and political subdivisions                55,310        1,687           44      56,953
Mortgage-backed securities                        3,054          113            2       3,165
Corporate debt securities                        30,045        1,002          341      30,706
                                                 ------        -----          ---      ------
     Total securities held to maturity        $ 105,385       $2,842       $  530   $ 107,697
                                                =======        =====          ===     =======
</TABLE>
<TABLE>
<CAPTION>
                                                          December 31, 2003
                                                        Gross          Gross
Held to maturity:                          Amortized    Unrealized  Unrealized
                                             Cost         Gains       Losses      Fair Value
                                         -------------- ----------- ------------ -------------
<S>                                           <C>            <C>          <C>        <C>
U.S. Government agencies and
  corporations                                $  5,993       $  73        $  66      $  6,000
States and political subdivisions               56,361       2,257          104        58,514
Mortgage-backed securities                       4,291         207          ---         4,498
Corporate debt securities                       34,209       2,099          294        36,014
                                                ------       -----          ---        ------
 Total securities held to maturity           $ 100,854     $ 4,636        $ 464      $105,026
                                               =======       =====          ===       =======
</TABLE>


    The amortized cost and fair value of single maturity securities held to
maturity at December 31, 2004, by contractual maturity, are shown below.
Expected maturities may differ from contractual maturities because borrowers may
have the right to call or prepay obligations with or without call or prepayment
penalties. Mortgage-backed securities included in these totals are categorized
by final maturity at December 31, 2004.

                                December 31, 2004
                                 Amortized Fair
                                   Cost Value
                                         ---------------- -------------
Due in one year or less                         $ 11,500      $ 11,654
Due after one year through five years             18,967        19,683
Due after five years through ten years            61,306        62,615
Due after ten years                               13,612        13,745
                                                  ------        ------
                                               $ 105,385      $107,697
                                               =========      ========


                                       43
                                     <PAGE>


    Information pertaining to securities with gross unrealized losses at
December 31, 2004 and 2003, aggregated by investment category and length of time
that individual securities have been in a continuous loss position, follows:
<TABLE>
<CAPTION>
                                                          December 31, 2004
                                               Less Than 12 Months    12 Months or More
                                               -------------------    -----------------
                                                Fair     Unrealized    Fair    Unrealized
                                                Value       Loss       Value      Loss
<S>                                           <C>         <C>        <C>        <C>
U. S. Government agencies and corporations    $ 15,012       170     $  3,862         43
State and political subdivisions                20,270       340        4,803        137
Mortgage-backed securities                       5,173        31          ---        ---
Corporate debt securities                       20,168       344        9,285        568
                                                ------       ---        -----        ---
Total temporarily impaired securities         $ 60,623       885     $ 17,950        748
                                                ======       ===       ======        ===
</TABLE>
<TABLE>
<CAPTION>
                                                          December 31, 2003
                                               Less Than 12 Months     12 Months or More
                                               -------------------     -----------------
                                                Fair     Unrealized     Fair   Unrealized
                                                Value       Loss        Value     Loss
<S>                                            <C>       <C>         <C>        <C>
U. S. Government agencies and corporations     $ 2,934        68       $  ---        ---
State and political subdivisions                14,191       365        1,173         21
Mortgage-backed securities                         704         3          ---        ---
Corporate debt securities                       14,217       613          ---        ---
                                                ------       ---          ---        ---
Total temporarily impaired securities         $ 32,046     1,049      $ 1,173         21
                                                ======     =====        =====         ==
</TABLE>

    The Company had 111 securities with a fair value of $78,573 which were
temporarily impaired at December 31, 2004. The total unrealized loss on these
securities was $1,633. Losses are attributed to interest rate movements. Credit
quality of the securities portfolio is continuously monitored by management. The
Company has the ability and intent to hold these securities until maturity.
Therefore, the losses associated with these securities are not considered other
than temporary at December 31, 2004.
    At December 31, 2004 and 2003, securities with a carrying value of $49,206
and $31,309, respectively, were pledged to secure trust deposits and for other
purposes as required or permitted by law.
    As members of the Federal Reserve and the Federal Home Loan Bank (FHLB) of
Atlanta, NBB and BTC are required to maintain certain minimum investments in the
common stock of those entities. Required levels of investment are based upon NBB
and BTC's capital and a percentage of qualifying assets. In addition, NBB and
BTC are eligible to borrow from the FHLB with borrowings collateralized by
qualifying assets, primarily residential mortgage loans totaling approximately
$103,230, and NBB and BTC's capital stock investment in the FHLB.

Note 4: Loans to Officers and Directors
    In the ordinary course of business, the Company, through its banking
subsidiaries, has granted loans to executive officers and directors of
Bankshares and its subsidiaries amounting to $2,526 at December 31, 2004 and
$5,037 at December 31, 2003. During the year ended December 31, 2004 total
principal additions were $2,374 and principal payments were $4,885.

Note 5: Allowance for Loan Losses
    An analysis of the allowance for loan losses follows:
<TABLE>
<CAPTION>
                                                      Years ended December 31,
                                                   2004         2003         2002
                                                ------------ ------------ ------------
<S>                                               <C>           <C>          <C>
Balance at beginning of year                      $ 5,369       $ 5,092      $ 4,272
Provision for loan losses                           1,189         1,691        2,251
Loans charged off                                  (1,550)       (1,660)      (1,571)
Recoveries of loans previously charged off            223           246          140
Acquisition of bank                                   498           ---          ---
                                                ------------ ------------ ------------
Balance at end of year                            $ 5,729       $ 5,369      $ 5,092
                                                ============ ============ ============
</TABLE>

                                       44
                                     <PAGE>


The following is a summary of information pertaining to impaired loans:

                                                           December 31,
                                                   2004       2003       2002
                                                 ---------- ---------- ---------
Impaired loans without a valuation allowance         $ 275      $ 365       $ 46
Impaired loans with a valuation allowance               79        506         93
                                                 ---------- ---------- ---------
Total impaired loans                                 $ 354      $ 871      $ 139
                                                 ========== =========== ========
Valuation allowance related to impaired loans        $  55      $ 135      $  33
                                                 ========== =========== ========


                                                     Years ended December 31,
                                                      2004      2003     2002
                                                    --------- --------- --------
 Average investment in impaired loans                   $601      $353     $397
 Interest income recognized on impaired loans            ---        66       11
 Interest income recognized on a cash basis on
   impaired loans                                        ---       ---      ---
                                                    --------- --------- --------

    No additional funds are committed to be advanced in connection with impaired
loans. Nonaccrual loans excluded from impaired loan disclosure under FASB 114 at
December 31, 2004 and 2003 were $40 and $8, respectively. If interest on these
loans had been accrued, such income would have been $2 and $0 respectively.
Loans past due greater than 90 days which continue to accrue interest totaled
$754 and $931 at December 31, 2004 and 2003, respectively.

Note 6: Premises and Equipment
    A summary of the cost and accumulated depreciation of premises and equipment
follows:

                                               December 31,
                                           2004           2003

-------------------------------------- ------------- --------------
Premises                                   $ 12,985       $ 11,419
Furniture and equipment                       9,618          8,835
Construction-in-progress                        564             10
                                       ------------- --------------
                                           $ 23,167       $ 20,264
Accumulated depreciation                    (11,063)       (10,170)
                                       ------------- --------------
                                           $ 12,104       $ 10,094
                                       ============= ==============

    Depreciation expense for the years ended December 2004, 2003 and 2002
amounted to $953, $924 and $977, respectively.
    The Company leases branch facilities under noncancellable operating leases.
The future minimum lease payments under these leases (with initial or remaining
lease terms in excess of one year) as of December 31, 2004 are as follows: $108
in 2005, $88 in 2006, $72 in 2007, $66 in 2008, $68 in 2009, and $70 thereafter.

Note 7: Deposits
    The aggregate amounts of time deposits in denominations of $100 or more at
December 31, 2004 and 2003 were $105,336 and $95,216, respectively.
    At December 31, 2004 the scheduled maturities of time deposits are as
follows:

           2005       $ 176,157
           2006          35,466
           2007          43,098
           2008          33,158
           2009          29,684
        Thereafter       20,466
                      ---------
                      $ 338,029
                      =========

    At December 31, 2004 and 2003, overdraft demand deposits reclassified to
loans totaled $581 and $1,276, respectively.

Note 8: Employee Benefit Plans
401(k) Plan
    The Company has a Retirement Accumulation Plan qualifying under IRS Code
Section 401(k), in which Bankshares, NBB, BTC and NSFS are participating
employers. Eligible participants may contribute up to 100% of their total annual
compensation to the plan. Employee contributions are matched by the employer
based on a percentage of an employee's total annual compensation contributed to
the plan. For the years ended December 31, 2004, 2003 and 2002, NBB and BTC
contributed $260, $231 and $227, respectively, to the plan.

                                       45
                                     <PAGE>

Employee Stock Ownership Plan
    Bankshares has a nonleveraged Employee Stock Ownership Plan (ESOP) which
enables employees of Bankshares and its subsidiaries who have one year of
service and who have attained the age of 21 prior to the plan's January 1 and
July 1 enrollment dates to own Bankshares common stock. Contributions to the
ESOP are determined annually by the Board of Directors. Contribution expense
amounted to $410, $389 and $227 in the years ended December 31, 2004, 2003 and
2002, respectively. Dividends on ESOP shares are charged to retained earnings.
As of December 31, 2004, the number of allocated shares held by the ESOP was
106,745 and the number of unallocated shares was 4,860. All shares held by the
ESOP are treated as outstanding in computing the Company's basic net income per
share. Upon reaching age 55 with ten years of plan participation, a vested
participant has the right to diversify 50% of his or her allocated ESOP shares
and Bankshares or the ESOP, with the agreement of the Trustee, is obligated to
purchase those shares. The ESOP contains a put option which allows a withdrawing
participant to require Bankshares or the ESOP, if the plan administrator agrees,
to purchase his or her allocated shares if the shares are not readily tradable
on an established market at the time of its distribution.

Defined Benefit Plan
    Effective January 1, 2002, the NBB plan was amended, restated, and renamed
The National Bankshares, Inc. Retirement Income Plan. At the same time, the BTC
plan was merged into it, and National Bankshares, Inc. and National Bankshares
Financial Services, Inc. were added as participating employers in the pension
plan. The merged NBI plan did not alter the eligibility standards of the bank
plans, and substantially all employees are covered. The merged NBI plan benefit
formula is still based upon the length of service of retired employees and a
percentage of qualified W-2 compensation during their final years of employment.
Information pertaining to activity in the plans is as follows:
<TABLE>
<CAPTION>
                                                               December 31,
                                                 2004              2003            2002
                                          ----------------- ----------------- ---------------
<S>                                                <C>               <C>             <C>
Change in benefit obligation:
Benefit obligation at beginning of year            $ 8,477           $ 7,078         $ 6,014
Service cost                                           497               427             353
Interest cost                                          538               501             429
Actuarial loss                                         900               938             593
(Gain) due to plan amendment                           ---               ---             (89)
Benefits paid                                         (192)             (467)           (222)
                                          ----------------- ----------------- ---------------
    Benefit obligation at end of year               10,220             8,477           7,078
                                          ----------------- ----------------- ---------------
Change in plan assets:
Fair value of plan assets at beginning
  of year                                            5,415             4,504           4,650
Actual return on plan assets                           424               729            (239)
Employer contribution                                  745               649             315
Benefits paid                                         (192)             (467)           (222)
                                           ----------------- ----------------- ---------------
    Fair value of plan assets at end of              6,392             5,415           4,504
                                           ----------------- ----------------- ---------------
Funded status                                       (3,828)           (3,062)         (2,574)
Unrecognized net actuarial loss                      3,561             2,693           2,177
Unrecognized prior service cost                         55                64              73
Unrecognized transition asset                          (76)              (88)           (100)
                                           ----------------- ----------------- ---------------
    Net accrued pension cost                       $  (288)          $  (393)         $ (424)
                                           ================= ================= ===============
</TABLE>

The accumulated benefit obligations at December 31, 2004, 2003 and 2002 were
$7,756, $6,456 and $5,618, respectively.

Amounts recognized in the consolidated balance sheets:
<TABLE>
<CAPTION>
                                                                   December 31,
                                                      2004            2003          2002
                                               ----------------- --------------- -------------
<S>                                                  <C>              <C>          <C>
Accrued benefit liabilities                          $ (1,364)        $(1,041)     $ (1,113)
Intangible asset                                           55              64            73
Deferred tax asset                                        376             227           235
Accumulated other comprehensive income                    645             357           381
                                               ----------------- --------------- -------------
Net amount recognized                                  $ (288)         $ (393)       $ (424)
                                               ================= =============== =============
</TABLE>

                                       46
                                     <PAGE>



The components of net periodic cost are as follows:
<TABLE>
<CAPTION>
                                                           Years ended December 31,
                                                  2004              2003               2002
                                             --------------- ------------------- -----------------
<S>                                             <C>               <C>                <C>
Service cost                                    $ 498             $ 427              $ 353
Interest cost                                     538               501                429
Expected return on plan assets                   (512)             (418)              (427)
Amortization of prior service cost                  9                 9                  9
Recognized net actuarial loss                     120               111                 12
Amortization of transition asset                  (13)              (13)               (13)
                                             --------------- ------------------- -----------------
    Net periodic benefit cost                   $ 640             $ 617              $ 363
                                             =============== =================== =================
</TABLE>

The weighted average assumptions used to determine benefit obligations are as
follows:
<TABLE>
<CAPTION>
                                                  2004              2003               2002
                                             --------------- ------------------- -----------------
Weighted assumptions as of December 31,
<S>                                              <C>               <C>                <C>
Weighted average discount rate                   6.00%             6.50%              7.00%
Expected return on plan assets                   9.00%             9.00%              9.00%
Rate of compensation increases                   4.00%             4.00%              4.00%
</TABLE>

The weighted average assumptions used to determine net periodic benefit cost are
as follows:
<TABLE>
<CAPTION>
                                                      2004             2003             2002
                                                 --------------- ----------------- ---------------
Weighted average assumptions as of December 31,
<S>                                                  <C>              <C>              <C>
Weighted average discount rate                       6.50%            7.00%            7.50%
Expected return on plan assets                       9.00%            9.00%            9.00%
Rate of compensation increase                        4.00%            4.00%            5.00%
</TABLE>

Long Term Rate of Return
    The Company, as plan sponsor, selects the expected long-term
rate-of-return-on-assets assumption in consultation with its investment advisors
and actuary. This rate is intended to reflect the average rate of earnings
expected to be earned on the funds invested or to be invested to provide plan
benefits. Historical performance is reviewed, especially with respect to real
rates of return (net of inflation), for the major asset classes held or
anticipated to be held by the trust, and for the trust itself. Undue weight is
not given to recent experience, which may not continue over the measurement
period, but other higher significance is placed on current forecasts of future
long-term economic conditions.
    Because assets are held in a qualified trust, anticipated returns are not
reduced for taxes. Further, and solely for this purpose, the plan is assumed to
continue in force and not terminate during the period during which assets are
invested. However, consideration is given to the potential impact of current and
future investment policy, cash flow into and out of the trust, and expenses
(both investment and non-investment) typically paid from plan assets (to the
extent such expenses are not explicitly estimated within periodic cost).
    The Company, as plan sponsor, has adopted a Pension Administrative Committee
Policy (the Policy) for monitoring the investment management of its qualified
plans. The Policy includes a statement of general investment principles and a
listing of specific investment guidelines, to which the committee may make
documented exceptions. The guidelines state that, unless otherwise indicated,
all investments that are permitted under the Prudent Investor Rule shall be
permissible investments for the pension plan. All plan assets are to be invested
in marketable securities. Certain investments are prohibited, including
commodities and future contracts, private placements, repurchase agreements,
options, and derivatives and stocks and ADR's of non-U.S. companies. The Policy
establishes quality standards for fixed income investments and mutual funds
included in the pension plan trust. The Policy also outlines diversification and
asset allocation standards.

    The pension plan's weighted average asset allocations at October 31, 2004
and 2003 are as follows:

Asset Allocation
                                          2004               2003
----------------------------------- ----------------- -------------------
U. S. Government obligations               13%                12%
Mutual funds - equity                      39%                40%
Corporate bonds                            14%                17%
Equity securities                          31%                27%
Other                                       3%                 4%
                                    ----------------- -------------------
                                          100%               100%
                                    ================= ===================

                                       47
                                     <PAGE>


    The Company expects to contribute $124 to the plan in 2005.

    Estimated future benefit payments, which reflect expected future service, as
appropriate, are as follows:

      2005             $  26
      2006                26
      2007                25
      2008                26
      2009                26
      2010 -2014         170

Note 9: Stock Option Plan
    The Company has adopted the National Bankshares, Inc. 1999 Stock Option Plan
to give key employees of Bankshares and its subsidiaries an opportunity to
acquire shares of National Bankshares, Inc. common stock. The purpose of the
1999 Stock Option Plan is to promote the success of Bankshares and its
subsidiaries by providing an incentive to key employees that enhances the
identification of their personal interest with the long term financial success
of the Company and with growth in stockholder value. Under the 1999 Stock Option
Plan, up to 250,000 shares of Bankshares common stock may be granted. The 1999
Stock Option Plan is administered by the Stock Option Committee, which is the
NBI Board of Directors' Compensation Committee, made up entirely of independent
directors of National Bankshares, Inc. The Stock Option Committee may determine
whether options are incentive stock options or nonqualified stock options and
may determine the other terms of grants, such as number of shares, term, a
vesting schedule, and the exercise price. The 1999 Stock Option Plan limits the
maximum term of any option granted to ten years, states that options may be
granted at not less than fair market value on the date of the grant and contains
certain other limitations on the exercisability of incentive stock options. The
options vest 25% after one year, 50% after two years, 75% after three years and
100% after four years. At the discretion of the Stock Option Committee, options
may be awarded with the provision that they may be accelerated upon a change of
control, merger, consolidation, sale or dissolution of National Bankshares, Inc.
At December 31, 2004, there were 162,500 additional shares available for grant
under the Plan.

A summary of the status of the Company's stock option plan is presented below:
<TABLE>
<CAPTION>

                                                2004                  2003                    2002
                                    ----------------------- ------------------------- -----------------------
                                    Number of    Weighted     Number of    Weighted     Number     Weighted
                                      Shares     Average       Shares      Average     of Shares   Average
                                                 Exercise                  Exercise                Exercise
                                                  Price                     Price                   Price
                                    ----------- ----------- ------------- ----------- ---------- ------------
<S>                                  <C>           <C>         <C>           <C>         <C>         <C>
Outstanding, beginning of year       64,000        $ 30.24     51,500        $ 24.06     34,000      $ 21.18
Granted                              19,500          49.85     16,500          46.65     17,500        29.65
Exercised                            (8,625)         19.95     (4,000)         19.16        ---          ---
                                    -----------             -----------               -----------
Outstanding, end of year             74,875        $ 36.53     64,000        $ 30.24     51,500      $ 24.06
                                    ===========             ===========               ===========
Options exercisable at year-end      30,500        $ 27.55     24,125        $ 22.74     14,375      $ 20.76
Weighted-average fair value of
  options granted during the year                  $ 11.62                   $ 10.65                 $  5.97
</TABLE>

The fair value of each option grant is estimated on the date of grant using the
Black-Scholes option-pricing model with the following weighted-average
assumptions:

                                          Years Ended December 31,
                           ----------------------------------------------------
                                 2004              2003             2002
                           ----------------- ----------------- ----------------
Dividend yield                   1.74%             1.73%             1.88%
Expected life                 10 years          10 years          10 years
Expected volatility             23.54%            22.14%            22.14%
Risk-free interest rate          4.60%             4.82%             4.31%


                                       48
                                     <PAGE>



Information pertaining to options outstanding at December 31, 2004 is as
follows:
<TABLE>
<CAPTION>
                                               Options Outstanding                  Options Exercisable
                                       ------------------------------------ ------------------------------------
     Remaining           Range of           Number            Weighted           Number       Weighted Average
 Contractual Life     Exercise Price      Outstanding         Average         Exercisable      Exercise Price
                                                           Exercise Price
 ------------------ ------------------ ------------------ ----------------- ----------------- ------------------
<S>                      <C>                <C>               <C>              <C>                <C>
   9.83 years            $49.85             19,500            $49.85               ---             $  ---
   8.83 years             46.65             16,500             46.65             4,125              46.65
   7.83 years             29.65             17,500             29.65             8,750              29.65
   6.83 years             23.00             15,000             23.00            11,250              23.00
   5.83 years             18.75              3,250             18.75             3,250              18.75
   4.83 years             22.00              3,125             22.00             3,125              22.00
</TABLE>

Note 10: Income Taxes
    Allocation of income tax expense between current and deferred portions is as
follows:

                                            Years ended December 31,
                                         2004        2003        2002
                                      ----------- ----------- -----------
Current                                $ 3,772      $ 3,436      $ 3,554
Deferred                                   (18)        (200)        (551)
                                      ----------- ----------- -----------
Total income tax expense               $ 3,754      $ 3,236      $ 3,003
                                      =========== =========== ===========

    The following is a reconciliation of the "expected" income tax expense,
computed by applying the U.S. Federal income tax rate of 35% in 2004 and 2003
and 34% in 2002 to income before income tax expense, with the reported income
tax expense:

                                              Years ended December 31,
                                            2004        2003       2002
                                         ------------ ---------- ----------
Computed "expected" income tax expense       $ 5,594    $ 5,137    $ 4,426
Tax-exempt interest income                    (1,943)    (1,977)    (1,652)
Nondeductible interest expense                   149        169        191
Other, net                                       (46)       (93)        38
                                         ------------ ---------- ----------
Reported income tax expense                  $ 3,754    $ 3,236    $ 3,003
                                         ============ ========== ==========


The components of the net deferred tax asset, included in other assets, are as
follows:
<TABLE>
<CAPTION>
                                                                     December 31,
                                                                   2004        2003
                                                                ---------   ----------
<S>                                                              <C>          <C>
Deferred tax assets:
    Allowance for loan losses and unearned fee income            $ 2,017      $ 1,760
    Valuation allowance on other real estate owned                    23           31
    Deferred compensation and other liabilities                      498          421
    Deposit intangibles and goodwill                                  23          100
    Community development corporation related tax credit             ---            4
                                                                 $ 2,561      $ 2,316
                                                                ---------   ----------
Deferred tax liabilities:
    Net unrealized losses on securities available for sale        $ (647)    $ (1,154)
    Fixed assets                                                    (282)        (222)
    Discount accretion on securities                                 (80)         (82)
    Other                                                           (116)         (99)
                                                                 ---------   ----------
                                                                  (1,125)      (1,557)
                                                                 ---------   ----------
    Net deferred tax asset                                       $ 1,436     $    759
                                                                 =========   ==========
</TABLE>

    The Company has determined that a valuation allowance for the gross deferred
tax assets is not necessary at December 31, 2004 and 2003 due to the fact that
the realization of the entire gross deferred tax assets can be supported by the
amount of taxes paid during the carryback period available under current tax
laws.

                                       49
                                     <PAGE>


Note 11: Restrictions on Dividends
    Bankshares' principal source of funds for dividend payments is dividends
received from its subsidiary banks. For the years ended December 31, 2004, 2003,
and 2002, dividends received from subsidiary banks were $4,504, $5,377 and
$3,406, respectively.
    Substantially all of Bankshares' retained earnings are undistributed
earnings of its banking subsidiaries, which are restricted by various
regulations administered by federal and state bank regulatory agencies. Bank
regulatory agencies restrict, without prior approval, the total dividend
payments of a bank in any calendar year to the bank's retained net income of
that year to date, as defined, combined with its retained net income of the
preceding two years, less any required transfers to surplus. At December 31,
2004, retained net income, which was free of such restriction, amounted to
approximately $20,491.

Note 12: Minimum Regulatory Capital Requirement
    The Company (on a consolidated basis) and the subsidiary banks are subject
to various regulatory capital requirements administered by the federal banking
agencies. Failure to meet minimum capital requirements can initiate certain
mandatory and possibly additional discretionary actions by regulators that, if
undertaken, could have a direct material effect on the Company's and the banks'
financial statements. Under capital adequacy guidelines and the regulatory
framework for prompt corrective action, the Company and the banks must meet
specific capital guidelines that involve quantitative measures of their assets,
liabilities, and certain off balance sheet items as calculated under regulatory
accounting practices. The capital amounts and classification are also subject to
qualitative judgments by regulators about components, risk weightings, and other
factors. Prompt corrective action provisions are not applicable to bank holding
companies.
    Quantitative measures established by regulation to ensure capital adequacy
require the Company and the banks to maintain minimum amounts and ratios (set
forth in the following table) of total and Tier 1 capital (as defined in the
regulations) to risk-weighted assets (as defined), and of Tier 1 capital (as
defined) to average assets (as defined). Management believes, as of December 31,
2004 and 2003, that the Company and the banks meet all capital adequacy
requirements to which they are subject.
    As of December 31, 2004, the most recent notifications from the appropriate
regulatory authorities categorized the banks as well capitalized under the
regulatory framework for prompt corrective action. To be categorized as well
capitalized, an institution must maintain minimum total risk-based, Tier 1
risk-based, and Tier 1 leverage ratios as set forth in the following tables.
There are no conditions or events since these notifications that management
believes have changed the banks' category. The Company's and the banks' actual
capital amounts and ratios as of December 31, 2004 and 2003 are also presented
in the following tables.
<TABLE>
<CAPTION>
                                                  Actual           Minimum Capital      Minimum To Be Well
                                                                     Requirement        Capitalized Under
                                                                                        Prompt Corrective
                                                                                        Action Provisions
                                           ---------- ---------- ---------- --------- ------------ ----------
                                            Amount      Ratio     Amount     Ratio      Amount       Ratio
                                           ---------- ---------- ---------- --------- ------------ ----------
December 31, 2004
     <S>                                    <C>          <C>      <C>         <C>       <C>          <C>
     Total capital (to risk weighted assets)
     Bankshares consolidated                 $75,364      13.4%    $45,018     8.00%          N/A        N/A
     NBB                                      39,990      11.4%     28,100     8.00%     $ 35,125     10.00%
     BTC                                      30,877      14.9%     16,598     8.00%       20,748     10.00%

     Tier 1 capital (to risk weighted assets)
     Bankshares consolidated                 $69,574      12.4%    $22,509     4.00%          N/A        N/A
     NBB                                      36,692      10.5%     14,050     4.00%     $ 21,075      6.00%
     BTC                                      28,446      13.7%      8,299     4.00%       12,449      6.00%

     Tier 1 capital (to average assets)
     Bankshares consolidated                 $69,574       9.0%    $30,918     4.00%          N/A        N/A
     NBB                                      36,692       8.1%     18,220     4.00%     $ 22,775      5.00%
     BTC                                      28,446       9.3%     12,193     4.00%       15,241      5.00%
</TABLE>

                                       50
                                     <PAGE>

<TABLE>
<CAPTION>
                                                    Actual            Minimum Capital      Minimum To Be Well
                                                                        Requirement         Capitalized Under
                                                                                            Prompt Corrective
                                                                                            Action Provisions
                                             ---------------------- --------------------- ----------------------
                                               Amount      Ratio     Amount      Ratio      Amount      Ratio
                                             ----------- ---------- ---------- ---------- ----------- ----------
December 31, 2003
<S>                                             <C>          <C>      <C>          <C>       <C>       <C>
    Total capital (to risk weighted assets)
    Bankshares consolidated                     $74,260      15.0%    $39,567      8.00%         N/A        N/A
    NBB                                          41,084      14.1%     23,267      8.00%    $ 29,084     10.00%
    BTC                                          28,510      14.3%     15,968      8.00%      19,961     10.00%

    Tier 1 capital (to risk weighted assets)
    Bankshares consolidated                     $68,891      13.9%    $19,784      4.00%         N/A        N/A
    NBB                                          37,903      13.0%     11,634      4.00%    $ 17,450      6.00%
    BTC                                          26,322      13.2%      7,984      4.00%      11,976      6.00%

    Tier 1 capital (to average assets)
    Bankshares consolidated                     $68,891       9.9%    $27,687      4.00%         N/A        N/A
    NBB                                          37,903       9.7%     15,611      4.00%    $ 19,514      5.00%
    BTC                                          26,322       8.9%     11,758      4.00%      14,697      5.00%
</TABLE>


Note 13: Condensed Financial Statements of Parent Company
    Financial information pertaining only to Bankshares (Parent) is as follows:

<TABLE>
<CAPTION>
                                Condensed Balance Sheets
                                                                     December 31,
                                                                   2004          2003
                                                               ------------ -------------
<S>                                                                  <C>          <C>
Assets            Cash due from subsidiaries                         $  91        $  621
                  Securities available for sale                      3,729         3,454
                  Investments in subsidiaries, at equity            83,117        76,521
                  Refundable income taxes due from                     107           111
                  subsidiaries
                  Other assets                                         207            77
                                                               ------------ -------------
                          Total assets                             $87,251       $80,784
                                                               ============ =============
Liabilities       Other liabilities                                   $163          $143
And               Stockholders' equity                              87,088        80,641
                                                               ------------ -------------
Stockholders'
Equity            Total liabilities and stockholders' equity       $87,251       $80,784
                                                               ============ =============
</TABLE>

<TABLE>
<CAPTION>
                         Condensed Statements of Income
                                                                       Years Ended December 31,
                                                                    2004        2003         2002
                                                                 ----------- ------------ ------------
<S>                                                                  <C>          <C>          <C>
Income        Dividends from Subsidiaries                            $4,504       $5,377       $3,406
              Interest on securities - taxable                           13           13           27
              Interest on securities - nontaxable                       122          109           86
              Other income                                              895          616          462
              Securities gains (losses)                                   8           (1)         319
                                                                 ----------- ------------ ------------
                                                                      5,542        6,114        4,300

Expenses      Other expenses                                          1,214          970          798
                                                                 ----------- ------------ ------------
              Income before income tax benefit (expense) and
                equity in undistributed net income of
                subsidiaries                                          4,328        5,144        3,502

                                       51
                                     <PAGE>

              Applicable income tax benefit (expense)                   102          120           (1)
                                                                  ---------- ------------ ------------
              Income before equity in undistributed net income
                of subsidiaries                                       4,430        5,264        3,501
              Equity in undistributed net income of subsidiaries      7,800        6,178        6,513
                                                                  ---------- ------------ ------------
                      Net income                                    $12,230      $11,442     $ 10,014
                                                                  ========== ============ ============
</TABLE>

<TABLE>
<CAPTION>
                       Condensed Statements of Cash Flows
                                                                       Years ended December 31,
                                                                   2004          2003           2002
                                                               ------------- -------------- -------------
<S>                                                                 <C>            <C>           <C>
Cash Flows      Net income                                          $12,230        $11,442       $10,014
From            Adjustments to reconcile net income to net
Operating         cash provided by operating activities:
Expenses             Equity in undistributed net income of
                       subsidiaries                                  (7,800)        (6,178)       (6,513)
                     Amortization of premiums and accretion
                       of discounts, net                                  3              4             5
                     Depreciation expense                                 1              1           ---

                        Securities (gains) losses                        (8)             1          (319)
                     Net change in refundable income taxes
                       due from subsidiaries                              4           (111)          ---
                     Net change in other assets                        (133)           (18)          (29)
                     Net change in other liabilities                    (17)           (40)           12
                                                               ------------- -------------- -------------
                     Net cash provided by operating
                      activities                                      4,280          5,101         3,170
                                                               ------------- -------------- -------------

Cash Flows      Purchases of securities available for sale           (1,396)        (1,105)         (730)
from            Proceeds from sales of securities available
Investing         for sale                                            1,135            406           827
Activities      Calls of securities available for sale                  ---             73           103
                                                               ------------- -------------- -------------
                Net cash provided by (used in)
                  investing activities                                 (261)          (626)          200
                                                               ------------- -------------- -------------

Cash Flows      Cash dividends paid                                  (4,504)        (3,971)       (3,406)
from            Common stock repurchase                                (217)           ---           ---
Financing       Exercise of stock options                               172             77           ---
Activities                                                     ------------- -------------- -------------
                Net cash used in financing activities                (4,549)        (3,894)       (3,406)
                                                               ------------- -------------- -------------
                Net change in cash                                     (530)           581           (36)
                Cash due from subsidiaries at beginning of
                     year                                               621             40            76
                                                               ------------- -------------- -------------
                Cash due from subsidiaries at end of year
                                                                     $   91        $   621        $   40
                                                               ============= ============== =============
</TABLE>

Note 14: Financial Instruments with Off-Balance Sheet Risk
    The Company is a party to financial instruments with off-balance sheet risk
in the normal course of business to meet the financing needs of its customers.
These financial instruments include commitments to extend credit; standby
letters of credit and interest rate locks. These instruments involve, to varying
degrees, elements of credit risk in excess of the amount recognized in the
consolidated balance sheets.
    The Company's exposure to credit loss, in the event of nonperformance by the
other party to the financial instrument 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 it does for on-balance sheet instruments. The Company
may require collateral or other security to support the following financial
instruments with credit risk.

At December 31, 2004, and 2003, financial instruments were outstanding whose
contract amounts represent credit risk:
<TABLE>
<CAPTION>
                                                                      December 31,
                                                                  2004            2003
                                                             --------------- ---------------
<S>                                                               <C>             <C>
Financial instruments whose contract amounts represent
credit risk:
        Commitments to extend credit                              $ 103,816        $ 85,903
        Standby letters of credit                                     4,365           6,557
        Mortgage loans sold with potential recourse                  17,649          37,171
</TABLE>

                                       52
                                     <PAGE>


    Commitments to extend credit are agreements to lend to a customer as long as
there is no violation of any condition established in the contract. Commitments
generally have fixed expiration dates or other termination clauses and may
require payment of a fee. The commitments for equity lines of credit may expire
without being drawn upon. Therefore, the total commitment amounts do not
necessarily represent future cash requirements. The amount of collateral
obtained, if it is deemed necessary by the Company, is based on management's
credit evaluation of the customer.
    Unfunded commitments under commercial lines of credit, revolving credit
lines, and overdraft protection agreements are commitments for possible future
extensions of credit. Some of these commitments are uncollateralized and do not
contain a specified maturity date and may not be drawn upon to the total extent
to which the Company is committed.
    Standby letters of credit are conditional commitments issued by the Company
to guarantee the performance of a customer to a third party. The credit risk
involved in issuing letters of credit is essentially the same as that involved
in extending loans to customers. Collateral held varies but may include accounts
receivable, inventory, property, plant and equipment, and income-producing
commercial properties.
    The Company originates mortgage loans for sale to secondary market investors
subject to contractually specified and limited recourse provisions. In 2004, the
Company originated $17,938 and sold $17,649 to investors, compared to $37,039
originated and $37,171 sold in 2003. Every contract with each investor contains
certain recourse language. In general, the Company may be required to repurchase
a previously sold mortgage loan if there is major noncompliance with defined
loan origination or documentation standards, including fraud, negligence or
material misstatement in the loan documents. Repurchase may also be required if
necessary governmental loan guarantees are canceled or never issued, or if an
investor is forced to buy back a loan after it has been resold as a part of a
loan pool. In addition, the Company may have an obligation to repurchase a loan
if the mortgagor has defaulted early in the loan term. This potential default
period is approximately twelve months after sale of a loan to the investor.
    At December 31, 2004, the Company had locked-rate commitments to originate
mortgage loans amounting to approximately $2,359 and loans held for sale of
$1,003. The Company has entered into commitments, on a best-effort basis, to
sell loans of approximately $1,232. Risks arise from the possible inability of
counterparties to meet the terms of their contracts. The Company does not expect
any counterparty to fail to meet its obligations.
    The Company maintains cash accounts in other commercial banks. The amount on
deposit with correspondent institutions at December 31, 2004 that exceeded the
insurance limits of the Federal Deposit Insurance Corporation was $1,637.

Note 15: Concentrations of Credit Risk
    The Company does a general banking business, serving the commercial and
personal banking needs of its customers. NBB's market area, commonly referred to
as Virginia's New River Valley and Mountain Empire, consists of Montgomery,
Giles and Pulaski Counties and the cities of Radford and Galax, together with
portions of adjacent counties. BTC's market area adjoins NBB's and includes the
counties of Tazewell, Wythe, Smyth and Washington in Virginia, as well as
contiguous portions of McDowell and Mercer Counties in West Virginia.
Substantially all of NBB's and BTC's loans are made within their market area.
The ultimate collectibility of the banks' loan portfolios and the ability to
realize the value of any underlying collateral, if needed, are influenced by the
economic conditions of the market area. The Company's operating results are
therefore closely correlated with the economic trends within this area.
    At December 31, 2004 and 2003, approximately $236,464 and $203,646,
respectively, of the loan portfolio was concentrated in commercial real estate.
This represents approximately 49% and 50% of the loan portfolio at December 31,
2004 and 2003, respectively. Included in commercial loans at December 31, 2004
and 2003 was approximately $142,768 and $169,340, respectively, in loans for
college housing and professional office buildings. This represents approximately
30% and 42% of the loan portfolio at December 31, 2004 and 2003, respectively.
Loans secured by residential real estate were approximately $139,213 and
$114,590 at December 31, 2004 and 2003, respectively. This represents
approximately 29% of the loan portfolio at December 31, 2004 and 2003,
respectively. Loans secured by automobiles were approximately $20,732 and
$18,219 at December 31, 2004 and 2003, respectively. This represents
approximately 4% of the loan portfolio at December 31, 2004 and 4% at December
31, 2003.
    The Company has established operating policies relating to the credit
process and collateral in loan originations. Loans to purchase real and personal
property are generally collateralized by the related property and with loan
amounts established based on certain percentage limitations of the property's
total stated or appraised value. Credit approval is primarily a function of
collateral and the evaluation of the creditworthiness of the individual borrower
or project based on available financial information. Management considers the
concentration of credit risk to be minimal.

Note 16: Fair Value of Financial Instruments and Interest Rate Risk
    The fair value of a financial instrument is the current amount that would be
exchanged between willing parties, other than in a forced liquidation. Fair
value is best determined based upon quoted market prices. However, in many
instances, there are no quoted market prices for the Company's various financial
instruments. In cases where quoted market prices are not available, fair values
are based on estimates using present value or other valuation techniques. Those
techniques are significantly affected by the assumptions used, including the
fair discount rate and estimates of future cash flows. Accordingly, the fair
value estimates may not be realized in an immediate settlement of the
instrument. SFAS No. 107 excludes certain financial instruments and all
nonfinancial instruments from its disclosure requirements. Accordingly, the

                                       53
                                     <PAGE>

aggregate fair value amounts presented may not necessarily represent the
underlying fair value of the Company.
    The Company assumes interest rate risk (the risk that general interest rate
levels will change) as a result of its normal operations. As a result, the fair
values of the Company's financial instruments will change when interest rate
levels change and that change may be either favorable or unfavorable to the
Company. Management attempts to match maturities of assets and liabilities to
the extent believed necessary to minimize interest rate risk. However, borrowers
with fixed rate obligations are less likely to prepay in a rising rate
environment. Conversely, depositors who are receiving fixed rates are more
likely to withdraw funds before maturity in a rising rate environment and less
likely to do so in a falling rate environment. Management monitors rates and
maturities of assets and liabilities and attempts to minimize interest rate risk
by adjusting terms of new loans and deposits.
    The following methods and assumptions were used by the Company in estimating
fair value disclosures for financial instruments:
Cash and Due from Banks, Interest-Bearing Deposits, and Federal Funds Sold
    The carrying amounts approximate fair value.
Securities
    The fair values of securities, excluding restricted stock, are determined by
quoted market prices or dealer quotes. The fair value of certain state and
municipal securities is not readily available through market sources other than
dealer quotations, so fair value estimates are based on quoted market prices of
similar instruments adjusted for differences between the quoted instruments and
the instruments being valued. The carrying value of restricted securities
approximates fair value based upon the redemption provisions of the applicable
entities.
Loans Held for Sale
    Fair values of loans held for sale are based on commitments on hand from
investors or prevailing market
prices.
Loans
    Fair values are estimated for portfolios of loans with similar financial
characteristics. Loans are segregated by type such as commercial, real estate -
commercial, real estate - construction, real estate - mortgage, credit card and
other consumer loans. Each loan category is further segmented into fixed and
adjustable rate interest terms and by performing and nonperforming categories.
    The fair value of performing loans is calculated by discounting scheduled
cash flows through the estimated maturity using estimated market discount rates
that reflect the credit and interest rate risk inherent in the loan, as well as
estimates for prepayments. The estimate of maturity is based on the Company's
historical experience with repayments for loan classification, modified, as
required, by an estimate of the effect of economic conditions on lending.
    Fair value for significant nonperforming loans is based on estimated cash
flows which are discounted using a rate commensurate with the risk associated
with the estimated cash flows. Assumptions regarding credit risk, cash flows and
discount rates are judgmentally determined using available market information
and specific borrower information.
Deposits
    The fair value of demand and savings deposits is the amount payable on
demand. The fair value of fixed maturity term deposits and certificates of
deposit is estimated using the rates currently offered for deposits with similar
remaining maturities.
Accrued Interest
    The carrying amounts of accrued interest approximate fair value.
Other Borrowed Funds
    Other borrowed funds, represents treasury tax and loan deposits, and
short-term borrowings from the Federal Home Loan Bank. The carrying amount is a
reasonable estimate of fair value because the deposits are generally repaid
within 120 days from the transaction date.
Commitments to Extend Credit and Standby Letters of Credit
    The only amounts recorded for commitments to extend credit, standby letters
of credit and financial guarantees written are the deferred fees arising from
these unrecognized financial instruments. These deferred fees are not deemed
significant at December 31, 2004 and 2003, and as such, the related fair values
have not been estimated.
    The estimated fair values, and related carrying amounts, of the Company's
financial instruments are as follows:
<TABLE>
<CAPTION>
                                                            December 31,
                                                  2004                         2003
                                      ----------------------------- ----------------------------
                                        Carrying       Estimated      Carrying      Estimated
                                         Amount       Fair Value       Amount       Fair Value
                                      -------------- -------------- -------------- -------------
<S>                                        <C>            <C>            <C>           <C>
Financial assets:
    Cash and due from banks                $ 12,493       $ 12,493       $ 11,733      $ 11,733
    Interest-bearing deposits                22,463         22,463         36,220        36,220
    Securities                              250,708        253,020        230,154       234,326
    Mortgage loans held for sale              1,003          1,003            714           714
    Loans, net                              472,199        471,993        401,428       405,304
    Accrued interest receivable               4,870          4,870          4,610         4,610


                                       54
                                     <PAGE>


Financial liabilities:
    Deposits                              $ 705,932      $ 710,503      $ 625,378     $ 628,415
    Other borrowed funds                        297            297            135           135
        Accrued interest payable                483            483            489           489
</TABLE>


Note 17: Selected Quarterly Data (Unaudited)

    The following is a summary of the unaudited quarterly results of operations
for the years ended December 31, 2004 and 2003:
<TABLE>
<CAPTION>

                                                              2004
                                       First       Second Quarter      Third         Fourth
                                      Quarter                         Quarter       Quarter
                                   --------------- --------------- -------------- -------------
<S>                                      <C>            <C>            <C>          <C>
Income Statement Data:
Interest income                          $  9,797       $  10,017      $  10,841    $   10,837
Interest expense                            2,599           2,659          2,904         2,963
                                   --------------- --------------- -------------- -------------
Net interest income                         7,198           7,358          7,937         7,874
Provision for loan losses                     288             304            293           304
Noninterest income                          1,739           1,681          1,865         1,857
Noninterest expense                         4,820           4,915          5,275         5,326
Income taxes                                  869             884          1,019           982
                                   --------------- --------------- -------------- -------------
    Net income                           $  2,960        $  2,936      $   3,215     $   3,119
                                   =============== =============== ============== =============
Per Share Data:
--------------
Basic net income per share               $   0.84        $   0.84      $    0.91     $    0.89
Fully diluted net income per share           0.84            0.83           0.91          0.88
Cash dividends per share                      ---            0.63            ---          0.65
Book value per share                        24.11           23.12          24.82         24.75
</TABLE>

<TABLE>
<CAPTION>
                                                              2003
                                       First           Second          Third         Fourth
                                      Quarter         Quarter         Quarter       Quarter
                                   --------------- --------------- -------------- -------------
<S>                                     <C>             <C>            <C>           <C>
Income Statement Data:
Interest income                         $  10,476       $  10,396      $  10,262     $   9,947
Interest expense                            3,478           3,256          2,840         2,678
                                   --------------- --------------- -------------- -------------
Net interest income                         6,998           7,140          7,422         7,269
Provision for loan losses                     440             402            435           414
Noninterest income                          1,369           1,504          1,522         1,791
Noninterest expense                         4,567           4,569          4,704         4,806
Income taxes                                  728             872            894           742
                                   --------------- --------------- -------------- -------------
    Net income                          $   2,632        $  2,801      $   2,911     $   3,098
                                   =============== =============== ============== =============
Per Share Data:
--------------
Basic net income per share             $     0.75        $   0.80      $    0.83     $    0.88
Fully diluted net income per share           0.75            0.79           0.82          0.88
Cash dividends per share                      ---            0.54           ---           0.59
Book value per share                        21.57           22.34          22.56         22.94
</TABLE>

Note 18: Proposed Acquisitions
    In the fourth quarter of 2004 the Company announced it had entered into
agreement to purchase two branches from Planters Bank and Trust Company of
Virginia. The transaction is expected to add approximately $21,996 in deposits
and $8,902 in loans. The transaction is expected to close in February of 2005.

                                       55
                                     <PAGE>


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Stockholders
National Bankshares, Inc.
Blacksburg, Virginia


We have audited the accompanying consolidated balance sheets of National
Bankshares, Inc. and subsidiaries as of December 31, 2004 and 2003, and the
related consolidated statements of income, changes in stockholders' equity, and
cash flows for each of the years in the three-year period ended December 31,
2004. We also have audited management's assessment, included in the accompanying
Management's Report on Internal Control over Financial Reporting appearing under
Item 9A, that National Bankshares, Inc. and subsidiaries maintained effective
internal control over financial reporting as of December 31, 2004, based on
criteria established in Internal Control-- Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO).
National Bankshares, Inc. and subsidiaries' management is responsible for these
financial statements, for maintaining effective internal control over financial
reporting, and for its assessment of the effectiveness of internal control over
financial reporting. Our responsibility is to express an opinion on these
financial statements, an opinion on management's assessment, and an opinion on
the effectiveness of the company's internal control over financial reporting
based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement and whether effective
internal control over financial reporting was maintained in all material
respects. Our audit of financial statements included examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. Our
audit of internal control over financial reporting included obtaining an
understanding of internal control over financial reporting, evaluating
management's assessment, testing and evaluating the design and operating
effectiveness of internal control, and performing such other procedures as we
considered necessary in the circumstances. We believe that our audits provide a
reasonable basis for our opinions.

A company's internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. A company's internal control over
financial reporting includes those policies and procedures that (1) pertain to
the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (2)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of
the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company's
assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of National Bankshares,
Inc. and subsidiaries as of December 31, 2004 and 2003, and the results of their
operations and their cash flows for each of the years in the three-year period
ended December 31, 2004 in conformity with accounting principles generally
accepted in the United States of America. Also in our opinion, management's
assessment that National Bankshares, Inc. and subsidiaries maintained effective
internal control over financial reporting as of December 31, 2004, is fairly
stated, in all material respects, based on criteria established in Internal
Control--Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). Furthermore, in our opinion,
National Bankshares, Inc. and subsidiaries maintained, in all material respects,
effective internal control over financial reporting as of December 31, 2004,

                                       56
                                     <PAGE>



based on criteria established in Internal Control--Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

[GRAPHIC OMITTED][Yount, Hyde & Barbour, P.C. Signature]
Winchester, Virginia
February 23, 2005






                                       57
                                     <PAGE>


Item 9.  Changes In and Disagreements With Accountants on Accounting and
         Financial Disclosure

  None

Item 9A. Controls and  Procedures

Disclosure Controls and Procedures
    Under the supervision and with the participation of management, including
our principal executive officer and principal financial officer, we have
evaluated the effectiveness of the design and operation of our disclosure
controls and procedures as of the end of the period covered by this annual
report. Based on that evaluation, our principal executive officer and principal
financial officer have concluded that these controls and procedures are
effective. There were no significant changes in our internal controls or in
other factors that could significantly affect these controls subsequent to the
date of their evaluation.
    Disclosure controls and procedures are our controls and procedures that are
designed to ensure that information required to be disclosed by us in the
reports that we file or submit under the Exchange Act is accumulated and
communicated to our management, including our principal executive officer and
principal financial officer, as appropriate, to allow timely decisions regarding
required disclosure.

Internal Control Over Financial Reporting

    Management's Report on Internal Control Over Financial Reporting.

To the Stockholders
National Bankshares, Inc.

    Management is responsible for the preparation and fair presentation of the
financial statements included in this annual report. The financial statements
have been prepared in conformity with accounting principles generally accepted
in the United States of America and reflect management's judgments and estimates
concerning effects of events and transactions that are accounted for or
disclosed.

    Management is also responsible for establishing and maintaining effective
internal control over financial reporting. The Company's internal control over
financial reporting includes those policies and procedures that pertain to the
Company's ability to record, process, summarize and report reliable financial
data. Management recognizes that there are inherent limitations in the
effectiveness of any internal control over financial reporting, including the
possibility of human error and the circumvention or overriding of internal
control. Accordingly, even effective internal control over financial reporting
can provide only reasonable assurance with respect to financial statement
preparation. Further, because of changes in conditions, the effectiveness of
internal control over financial reporting may vary over time.

    In order to ensure that the Company's internal control over financial
reporting is effective, management regularly assesses such controls and did so
most recently for its financial reporting as of December 31, 2004. This
assessment was based on criteria for effective internal control over financial
reporting described in Internal Control Integrated Framework issued by the
Committee of Sponsoring Organizations (COSO) of the Treadway Commission. Based
on this assessment, management believes the Company maintained effective
internal control over financial reporting as of December 31, 2004.

    The Board of Directors, acting through its Audit committee, is responsible
for the oversight of the Company's accounting policies, financial reporting and
internal control. The Audit Committee of the Board of Directors is comprised
entirely of outside directors who are independent of management. The Audit
Committee is responsible for the appointment and compensation of the independent
auditor and approves decisions regarding the appointment or removal of the
Company Auditor. It meets periodically with management, the independent auditors
and the internal auditors to ensure that they are carrying out their
responsibilities. The Audit Committee is also responsible for performing an
oversight role by reviewing and monitoring the financial, accounting and
auditing procedures of the Company in addition to reviewing the Company's
financial reports. The independent auditors and the internal auditors have full
and unlimited access to the Audit Committee, with or without management, to
discuss the adequacy of internal control over financial reporting, and any other
matter which they believe should be brought to the attention of the Audit
Committee.

    Yount, Hyde & Barbour, P.C., independent auditors of the Company's financial
statements, has reported on management's assertion with respect to the
effectiveness of the Company's internal control over financial reporting as of
December 31, 2004.

/s/ JAMES G. RAKES                                 /s/ J. ROBERT BUCHANAN
----------------------                             -------------------------
Chairman, President and                            Treasurer and
Chief Executive Officer                            Chief Financial Officer

                                       58
                                     <PAGE>


Item 9B. Other Information

  Not Applicable

Part III

Item 10.  Directors and Executive Officers of the Registrant

    Information with respect to the directors of Bankshares is set out under the
caption "Election of Directors" on pages 2 through 3 of Bankshares' Proxy
Statement dated March 11, 2005 which information is incorporated herein by
reference.
    The Board of Directors of Bankshares has a standing audit committee made up
entirely of  independent directors,  as that term is defined in the Nasdaq Stock
Market Rules. Dr. J.R. Stewart chairs the Audit Committee and its members are
Mr. J.A. Deskins, Mr. P. A. Duncan and Dr. J. M. Lewis. Each member of the Audit
Committee has extensive business experience; however, the Committee has
identified Dr. Lewis as its financial expert, since he has a professional
background which involves financial oversight responsibilities. Dr. Lewis
currently  oversees the  preparation  of financial statements in his role as
President of New River Community College. He previously served as the College's
Chief Financial Officer.
    The Company and each of its subsidiaries have adopted Codes of Ethics for
directors, officers and employees, specifically including the Chief Executive
Officer and Chief Financial Officer of Bankshares. These Codes of Ethics are
available on the Company's web site at www.nationalbankshares.com.
     The following is a list of names and ages of all executive officers of
Bankshares; their terms of office as officers; the positions and offices within
Bankshares held by each officer; and each person's principal occupation or
employment during the past five years.
<TABLE>
<CAPTION>

===========================================================================================================
                                                                                        Year Elected an
             Name                 Age            Offices and Positions Held            Officer/Director
-----------------------------------------------------------------------------------------------------------
<S>                               <C>                                                        <C>
James G. Rakes                    60    Chairman, President and Chief Executive              1986
                                        Officer, National Bankshares, Inc.;
                                        President and Chief Executive Officer of
                                        The National Bank of Blacksburg since 1983.
                                        President and Treasurer of National
                                        Bankshares Financial Services, Inc. since
                                        2001.
-----------------------------------------------------------------------------------------------------------
J. Robert Buchanan                53    Treasurer, National Bankshares, Inc.;                1998
                                        Executive Vice President/Chief Operating
                                        Officer and Secretary of Bank of Tazewell
                                        County since 2003; prior thereto Cashier
                                        and Senior Vice President/Chief Financial
                                        Officer of The National Bank of Blacksburg
                                        since 1998.
-----------------------------------------------------------------------------------------------------------
Marilyn B. Buhyoff                56    Secretary & Counsel, National Bankshares,            1989
                                        Inc.; Counsel of The National Bank of
                                        Blacksburg since 1989, Trust Officer since
                                        2004, and prior thereto Senior Vice
                                        President/ Administration, since 1992.
                                        Secretary of National Bankshares Financial
                                        Services, Inc. since 2001, and Executive
                                        Vice President since 2004.
-----------------------------------------------------------------------------------------------------------
F. Brad Denardo                   52    Corporate Officer, National Bankshares,              1989
                                        Inc.; Executive Vice President/Chief
                                        Operating Officer of The National Bank of
                                        Blacksburg since 2002; prior thereto
                                        Executive Vice President/Loans of The
                                        National Bank of Blacksburg since 1989.
===========================================================================================================
</TABLE>

Item 11.  Executive Compensation

    The information set forth under "Executive Compensation" on pages 5 through
6 of Bankshares' Proxy Statement dated March 11, 2005 is incorporated herein by
reference.


                                       59
                                     <PAGE>


    The following table summarizes information concerning National Bankshares
equity compensation plans at December 31, 2004:
<TABLE>
<CAPTION>

--------------------------------------- --------------------- -------------------- ---------------------
                                        Number of Shares to    Weighted Average      Number of Shares
                                           be Issued upon      Exercise Price of   Remaining Available
                                            Exercise of           Outstanding      for Future Issuance
                                        Outstanding Options       Options and          Under Equity
                                            and Warrants           Warrants         Compensation Plans
                                                                                    (Excluding Shares
            Plan Category                                                           Reflected in First
                                                                                         Column)
--------------------------------------- --------------------- -------------------- ---------------------
<S>                                                   <C>                 <C>                   <C>
Equity compensation plans approved by
shareholders-1999 Stock Incentive Plan                74,875              $ 36.53               167,500
--------------------------------------- --------------------- -------------------- ---------------------
Equity compensation plans not
approved by shareholders                                 ---                  ---                   ---
--------------------------------------- --------------------- -------------------- ---------------------
Total                                                 74,875              $ 36.53               167,500
--------------------------------------- ===================== ==================== =====================
</TABLE>

Item 12. Security Ownership of Certain Beneficial Owners and Management And
         Related Stockholder Matters

    Certain responses to this Item will be included under the caption "Stock
Ownership of Directors and Executive Officers" on pages 1 and 2 of Bankshares'
Proxy Statement dated March 11, 2005 for the Annual Meeting of Stockholders to
be held April 12, 2005.

Item 13.  Certain Relationships and Related Transactions

    The information contained under "Certain Transactions With Officers and
Directors" on page 14 of Bankshares' Proxy Statement dated March 11, 2005 is
incorporated herein by reference.

Item 14. Principal Accounting Fees and Services

    The following fees were paid to Yount, Hyde & Barbour, P.C., Certified
Public Accountants, for services provided to Bankshares for the years ended
December 31, 2004 and 2003. The Audit Committee determined that the provision of
non-audit services by Yount, Hyde & Barbour P.C. did not compromise the firm's
ability to maintain its independence.

Principal Accounting Fees and Services:

                           2004                    2003
                   ---------------------- ----------------------
                      Fees    Percentage     Fees     Percentage
                   ---------- ----------- ---------- -----------
Audit fees          $85,625         74%     $53,000        71%
Audit-related fees   25,956         22%      16,800        23%
Tax fees              4,800          4%       4,550         6%
                   ---------- ----------- ---------- -----------
                   $116,381        100%     $74,350       100%
                   ========== =========== ========== ===========

            Audit fees: Audit and review services (including Sarbanes-Oxley Rule
404) and review of documents filed with the SEC.
            Audit-related fees: Employee benefit plan audits, accounting
assistance with acquisitions, and consultation concerning financial accounting
and reporting standards.
            Tax fees: Preparation of federal and state tax returns, review of
quarterly estimated tax payments, and consultation concerning tax compliance
issues.

            The Audit Committee of the Board of Directors of Bankshares meets in
advance and specifically approves of the provision of all services of Yount,
Hyde & Barbour, P.C.


                                       60
                                     <PAGE>


Part IV
Item 15.  Exhibits and Financial Statement Schedules
15 (a) Exhibits:
<TABLE>
<CAPTION>
                                                                         Page No. in
 Exhibit No.                     Description                          Sequential System
 -----------                     -----------                          -----------------
<S> <C>       <C>                                               <C>
    3(i)      Articles of Incorporation, as amended, of         (incorporated herein by
              National Bankshares, Inc.                         reference to Exhibit 3(a) of the
                                                                Annual Report on Form  10K  for
                                                                fiscal   year ended December 31, 1993)

    3(i)      Articles of Amendment to Articles of              (incorporated herein by
              Incorporation of National Bankshares, Inc.,       reference to Exhibit 3(i) of  the
              dated April 8, 2003.                              Annual Report on Form 10K for fiscal
                                                                year ended December 31, 2003)

    4(i)      Specimen copy of certificate for National         (incorporated herein by reference to
              Bankshares, Inc. common stock, $2.50 par value    Exhibit 4(a) of the Annua Report on Form
                                                                10K for fiscal year ended December 31,
                                                                1993)

    4(i)      Article Four of the Articles of Incorporation     (incorporated herein by
              of National Bankshares, Inc. included in          reference to Exhibit 4(b) of the Annual
              Exhibit No. 3(a))                                 Report on Form  10K  for  fiscal   year
                                                                ended December 31, 1993)

  10(ii)(B)   Computer software license agreement dated June    (incorporated herein by
              18, 1990, by and between Information Technology,  reference to Exhibit 10(e) of the Annual.
              Inc and The National Bank of Blacksburg           Report on Form 10K for fiscal year
                                                                ended December 31, 1992)

 *10(iii)(A)  National Bankshares, Inc. 1999 Stock Option       (incorporated herein by reference to
              Plan                                              Exhibit 4.3 of the Form S-8, filed as
                                                                Registration No. 333-79979 with the
                                                                Commission on June 4, 1999)

 *10(iii)(A)  Employment Agreement dated January 2002           (incorporated herein by reference
              between National Bankshares, Inc. and             to Exhibit 10(iii)(A) of Form 10Q
              James G. Rakes                                    for the period ended June 30, 2002)

 *10(iii)(A)  Employee Lease Agreement dated August 14, 2002,   (incorporated herein by reference
              between National Bankshares, Inc. and The         to Exhibit 10 (iii) (A) of Form 10Q
              National Bank of Blacksburg                       for the period ended September
                                                                30, 2002)

 *10(iii)(A)  Change in Control Agreement dated January 5,      (incorporated herein by reference to
              2003, between National Bankshares, Inc. and       Exhibit 10 (iii) (A) of Form 10K for
              Marilyn B. Buhyoff                                the period ended December 31, 2002)

 *10(iii)(A)  Change in Control Agreement dated January 8,      (incorporated herein by reference to
              2003, between National Bankshares, Inc. and F.    Exhibit 10 (iii) (A) of Form 10K for
              Brad Denardo                                      the period ended December 31, 2002)

 *10(iii)(A)  Change in Control Agreement dated June 1, 1998,   (incorporated herein by reference
              between Bank of Tazewell County and Cameron L.    to Exhibit 10 (iii) (A) of Form 10K
              Forester                                          for the period ended December 31, 2002)

    21(i)     Subsidiaries of National Bankshares, Inc.         Page 68

     23       Consent of Yount, Hyde & Barbour, P.C. to         Page 69
              incorporation by reference of independent
              auditor's report included in this Form 10-K,
              into registrant's registration statement on
              Form S-8.

    31(i)     Section 906 Certification of Chief Executive      Page 63
              Officer

   31(ii)     Section 906 Certification of Chief Financial      Page 64
              Officer

    32(i)     18 U.S.C. Section 1350 Certification of Chief     Page 66
              Executive Officer

   32(ii)     18 U.S.C. Section 1350 Certification of Chief     Page 66
              Financial Officer
</TABLE>

*Indicates a management contract or compensatory plan required to be filed
herein.

                                       61
                                     <PAGE>


                                   Signatures

    Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, National Bankshares, Inc. has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

                                NATIONAL BANKSHARES, INC.

                                /s/ JAMES G. RAKES
                                -------------------------
                                James G. Rakes
                                Chairman, President & Chief Executive Officer
                                (Principal Executive Officer)

                                /s/ J. ROBERT BUCHANAN
                                -------------------------
                                J. Robert Buchanan
                                Treasurer
                                (Principal Financial Officer)

62
<PAGE>


Exhibit No. 31(i)

       CERTIFICATIONS UNDER SECTION 906 OF THE SARBANES OXLEY ACT OF 2002

        I, James G. Rakes, Chairman, President and Chief Executive Officer of
National Bankshares, Inc., certify that:

1. I have reviewed this annual report on Form 10-K of National Bankshares, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a - 15 (e) and 15d - 15 (e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a - 15(f) and 15d -
15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluations; and

(d) Disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control over
financial reporting.




Date: March 9, 2005            /s/ JAMES G. RAKES
                               -------------------------
                               James G. Rakes
                               Chairman President and Chief Executive Officer
                               (Principal Executive Officer)


<PAGE>


    Exhibit 31(ii)

        I, J. Robert Buchanan, Treasurer (Chief Financial Officer) of National
Bankshares, Inc., certify that:

1. I have reviewed this annual report on Form 10-K of National Bankshares, Inc.;

    2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;

    3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

    4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a - 15 (e) and 15d - 15 (e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a - 15(f) and 15d -
15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared; and

(b) Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purpose in accordance
with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluations; and

(d) Disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

        (a) All significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and

        (b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal control
over financial reporting.


Date: March 9, 2005                     /s/ J. ROBERT BUCHANAN
                                        ------------------------------
                                        J. Robert Buchanan
                                        Treasurer
                                        (Principal Financial Officer)


                                       62
                                     <PAGE>



    Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the Registrant and
in the capacities and on the date indicated.

Name                                   Date          Title
----                                   ----          -----
/s/ L. A. BOWMAN                    03/09/2005       Director
----------------------              ----------
L. A. Bowman


/s/ J. A. DESKINS, SR.              03/09/2005       Director
-----------------------------       ----------
J. A. Deskins, Sr.


/s/ P. A. DUNCAN                    03/09/2005       Director
----------------------              ----------
P. A. Duncan


/s/ J. M. LEWIS                     03/09/2005       Director
-----------------------------       ----------
J. M. Lewis

/s/ M. G. MILLER                    03/09/2005       Director
----------------------              ----------
M. G. Miller


/s/ W. T. PEERY                     03/09/2005       Director
-----------------------------       ----------
W. T. Peery

                                                     Chairman of the Board
/s/ J. G. RAKES                     03/09/2005       President and Chief
-----------------------------       ----------       Executive Officer -
J. G. Rakes                                          National Bankshares, Inc.


/s/ J. M. SHULER                    03/09/2005       Director
-----------------------------       ----------
J. M. Shuler


/s/ J. R. STEWART                   03/09/2005       Director
----------------------              ----------
J. R. Stewart


                                       65
                                     <PAGE>


Exhibit 32(i)

                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER
                         PURSUANT TO U.S.C. SECTION 1350

    In connection with the Form 10-K of National Bankshares, Inc. for the year
ended December 31, 2004, I, James G. Rakes, Chairman, President and Chief
Executive Officer of National Bankshares, Inc., hereby certify pursuant to 18
U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley
Act of 2002, to the best of my knowledge and belief that:

(1)      such Form 10-K for the year ended December 31, 2004, fully complies
         with the requirements of section 13(a) or 15(d) of the Securties Act of
         1934; and

(2)      the information contained in such Form 10-K for the year ended December
         31, 2004, fairly presents in all material respects, the financial
         condition and results of operations of National Bankshares, Inc.


 /s/ JAMES G. RAKES
-----------------------------
James G. Rakes
Chairman, President and Chief Executive Officer
(Principal Executive Officer)






Exhibit 32(ii)

                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER
                         PURSUANT TO U.S.C. SECTION 1350

    In connection with the Form 10-K of National Bankshares, Inc. for the year
ended December 31, 2004, I, J. Robert Buchanan, Treasurer of National
Bankshares, Inc., hereby certify pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to section 906 of the Sarbanes-Oxley Act of 2002, to the best of my
knowledge and belief that:

(1)      such Form 10-K for the year ended December 31, 2004, fully complies
         with the requirements of section 13(a) or 15(d) of the Securties Act of
         1934; and

(2)      the information contained in such Form 10-K for the year ended
         December 31, 2004, fairly presents in all material respects, the
         financial condition and results of operations of National Bankshares,
         Inc.




 /s/ J. ROBERT BUCHANAN
--------------------------------
J. Robert Buchanan
Treasurer
(Principal Financial Officer)



                                       66
                                     <PAGE>

<TABLE>
<CAPTION>

Index of Exhibits

                                                                                 Page No. in
   Exhibit No.                        Description                             Sequential System
   -----------                        -----------                             -----------------
<S>   <C>         <C>                                                  <C>
      3(i)        Articles of Incorporation, as amended, of            (incorporated herein by reference
                  National Bankshares, Inc.                            to Exhibit 3(a) of the Annual Report
                                                                       on Form 10K for  fiscal year ended
                                                                       December 31, 1993)\

      3(i)        Articles of Amendment to Articles of                (incorporated herein by reference
                  Incorporation of National Bankshares, Inc.,          to Exhibit 3(i) of the Annual Report
                  dated April 8, 2003.                                 on Form 10K for fiscal year ended
                                                                       December 31, 2003)

      4(i)        Specimen copy of certificate for National           (incorporated herein by reference
                  Bankshares, Inc. common stock, $2.50 par value      to Exhibit 4(a) of the Annual Report
                                                                      on Form 10K for fiscal year ended
                                                                      December 31, 1993)

      4(i)        Article Fourth of the Articles of Incorporation     (incorporated herein by reference
                  of National Bankshares, Inc. included in Exhibit    to Exhibit 4(b) of the Annual
                  No. 3(a))                                           Report on Form 10K for fiscal year
                                                                      ended December 31, 1993)

    10(ii)(B)     Computer software license agreement dated June       (incorporated herein by reference
                  18, 1990, by and between Information Technology,     to Exhibit 10(e) of the Annual
                  Inc. and The National Bank of Blacksburg             Report on Form 10K for fiscal year
                                                                       ended December 31, 1992)

   *10(iii)(A)    National Bankshares, Inc. 1999 Stock Option Plan     (incorporated herein by reference
                                                                       to Exhibit 4.3 of the Form S-8,
                                                                       filed as Registration No. 333-79979
                                                                       with the Commission on June 4, 1999)

   *10(iii)(A)    Employment Agreement dated January 2002 between      (incorporated herein by reference
                  National Bankshares, Inc. and James G. Rakes         to Exhibit 10(iii)(A) of For 10Q
                                                                       for the period ended June 30, 2002)

   *10(iii)(A)    Employment Lease Agreement dated August 14, 2002,    (incorporated herein by reference
                  between National Bankshares, Inc. and The National   to Exhibit 10(iii)(A) for the period
                  Bank of Blacksburg                                   ended September 30, 2002)

   *10(iii)(A)    Change in Control Agreement dated January 5, 2003,   (incorporated herein by reference
                  between National Bankshares, Inc. and Marilyn B.     to Exhibit 10 iii (A) of Form 10K
                  Buhyoff                                              for the period ended December 31,
                                                                       2002)

   *10(iii)(A)    Change in Control Agreement dated January 8, 2003,   (incorporated herein by reference
                  between National Bankshares, Inc. and F. Brad        to Exhibit 10 iii (A) of Form 10K
                  Denardo                                              for the period ended December 31,
                                                                       2002)

   *10(iii)(A)    Change in Control Agreement dated June 1, 1998,      (incorporated herein by reference
                  between Bank of Tazewell County and Cameron L.       to Exhibit 10 iii (A) of Form 10K
                  Forester                                             for the period ended December 31,
                                                                       2002)

      21(i)       Subsidiaries of National Bankshares, Inc.            Page  68

       23         Consent of Yount, Hyde & Barbour, P.C. to            Page  69
                  incorporation by reference of independent
                  auditor's report included in this Form 10-K, into
                  registrant's registration statement on Form S-8.

      31(i)       Section 906 Certification of Chief Executive         Page 63
                  Officer

     31(ii)       Section 906 Certification of Chief Financial         Page 64
                  Officer

      32(i)       18 U.S.C. Section 1350 Certification of Chief        Page 66
                  Executive Officer

     32(ii)       18 U.S.C. Section 1350 Certification of Chief        Page 66
                  Financial Officer
</TABLE>

* Indicates a management contract or compensatory plan required to be filed
herein.

                                       67
                                     <PAGE>


Exhibit No. 21(i)
                                  SUBSIDIARIES
                                       OF
                            NATIONAL BANKSHARES, INC.



                         --------------------------
                            National Bankshares, Inc.
                         --------------------------
                                      |
                                      |
          ----------------------------|----------------------------
          |                           |                           |
          |                           |                           |
--------------------         --------------------      ------------------------
 The National Bank             Bank of Tazewell          National Bankshares
   of Blacksburg                   County              Financial Services, Inc.
--------------------         --------------------      ------------------------





                                       68