--------------------------------------------------------------------------------

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

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

                  For the quarterly period ended June 30, 2005


                         Commission file number 0-15204

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

     State or other jurisdiction of incorporation or organization - Virginia

        Internal Revenue Service - Employer Identification No. 54-1375874

          101 Hubbard Street, P.O. Box 90002, Blacksburg, VA 24062-9002

                                 (540) 951-6300


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such requirements
for the past 90 days.

Yes |X| No |_|

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b - 2 of the Exchange Act)

Yes |X| No |_|

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

            Class                                Outstanding at July 31, 2005
            -----                                ----------------------------
Common Stock, $2.50 Par Value                              3,511,977


                         (This report contains 36 pages)


<PAGE>





                  4 NATIONAL BANKSHARES, INC. AND SUBSIDIARIES

                                    Form 10-Q

                                Index
Part I Financial Information                                           Page
----------------------------

Item 1      Financial Statements

            Consolidated Balance Sheets, June 30, 2005
             (Unaudited) and December 31, 2004                          3-4

            Consolidated Statements of Income for the Three Months
              Ended June 30, 2005 and 2004 (Unaudited)                  5-6

            Consolidated Statements of Income for the Six Months
              Ended June 30, 2005 and 2004 (Unaudited)                  7-8

            Consolidated Statements of Changes in
              Stockholders' Equity, Six Months Ended
              June 30, 2005 and 2004 (Unaudited)                         9

            Consolidated Statements of Cash Flows,
              Six Months Ended June 30, 2005 and 2004 (Unaudited)      10-11

            Notes to Consolidated Financial Statements                 12-17

Item 2      Management's Discussion and Analysis of
              Financial Condition and Results of Operations            18-29

Item 3      Quantitative and Qualitative Disclosures about
              Market Risk                                                29

Item 4      Controls and Procedures                                      29


Part II  Other Information
--------------------------

Item 1      Legal Proceedings                                            30

Item 2      Unregistered Sales of Equity Securities and Use
              of Proceeds                                                30

Item 3      Defaults Upon Senior Securities                              30

Item 4      Submission of Matters to a Vote of Security Holders         30-31

Item 5      Other Information                                            31

Item 6      Exhibits                                                     31

Signatures                                                               31
----------

Index of Exhibits                                                       32-33
-----------------



2
<PAGE>


                                     Part I
                              Financial Information
Item 1.                             Financial Statements

                   National Bankshares, Inc. and Subsidiaries
                           Consolidated Balance Sheets
                       June 30, 2005 and December 31, 2004
<TABLE>
<CAPTION>
                                                           (Unaudited)
                                                            June 30,             December 31,
($ In thousands, except share data)                           2005                   2004
                                                        ==================    ===================

<S>                                                               <C>                 <C>
Assets:
Cash and due from banks                                           $15,078             $12,493
Federal funds sold                                                    300                 ---
Interest-bearing deposits                                          12,501              22,463
Securities available for sale, at fair value                      149,802             145,323
Securities held to maturity (fair value
 $111,319 in 2005 and $107,697 in 2004)                           109,583             105,385
Mortgage loans held for sale                                        1,312               1,003
Loans:
     Real estate construction loans                                28,633              25,009
     Real estate mortgage loans                                   118,531             115,388
     Commercial and industrial loans                              262,204             248,523
     Loans to individuals                                          89,061              89,889
                                                        ------------------    -------------------
          Total loans                                             498,429             478,809
     Less unearned income and deferred fees                          (915)               (881)
                                                        -----------------   -------------------
          Loans, net of unearned income
           and deferred fees                                      497,514             477,928
     Less: allowance for loan losses                               (5,632)             (5,729)
                                                        -----------------   -------------------
          Loans, net                                              491,882             472,199
                                                        -----------------   -------------------
Bank premises and equipment, net                                   12,752              12,104
Accrued interest receivable                                         5,252               4,870
Other real estate owned, net                                          483                 895
Intangible assets and goodwill, net                                17,681              16,924
Other assets                                                        2,948               2,495
                                                        -----------------   -------------------
          Total assets                                           $819,574            $796,154
                                                        ==================    ===================

Liabilities and Stockholders' Equity:
Noninterest-bearing demand deposits                              $115,547            $106,189
Interest-bearing demand deposits                                  204,853             198,897
Savings deposits                                                   57,907              62,817
Time deposits                                                     347,690             338,029
                                                        ------------------    -------------------
          Total deposits                                          725,997             705,932
                                                        ------------------    -------------------

Other borrowed funds                                                  572                 297
Accrued interest payable                                              588                 483
Other liabilities                                                   2,596               2,354
                                                        ------------------    -------------------
          Total liabilities                                       729,753             709,066
                                                        ==================    ===================


3
<PAGE>


Stockholders' Equity Preferred stock of no par value.
      Authorized 5,000,000 shares;  none
      issued and outstanding                                          ---                 ---
     Common stock of $2.50 par value.
      Authorized 10,000,000 shares;  issued and
      outstanding 3,509,352 shares in 2005 and
      3,519,002 in 2004                                             8,773               8,797
     Retained earnings                                             80,954              77,735
     Accumulated other comprehensive income, net                       94                 556
                                                         ----------------     -------------------
          Total stockholders' equity                               89,821              87,088

                                                         -----------------    -------------------
          Total liabilities and
           stockholders' equity                                 $819,574             $796,154
                                                         =================    ===================
</TABLE>


See accompanying notes to the consolidated financial statements.

4
<PAGE>


                   National Bankshares, Inc. and Subsidiaries
                        Consolidated Statements of Income
                    Three Months Ended June 30, 2005 and 2004
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                            June 30,               June 30,
($ In thousands, except share and per share data)             2005                   2004
                                                       ==================     =================
<S>                                                              <C>                   <C>
Interest income:
Interest and fees on loans                                       $8,260                $7,086
Interest on interest-bearing deposits                                64                    50
Interest on federal funds sold                                        1                     1
Interest on securities - taxable                                  1,660                 1,549
Interest on securities - nontaxable                               1,283                 1,331
                                                       ------------------     -----------------
          Total interest income                                  11,268                10,017
                                                       ------------------     -----------------
Interest expense:
Interest on time deposits $100,000 or more                          931                   765
Interest on other deposits                                        2,282                 1,893
Interest on borrowed funds                                           13                     1
                                                       ------------------     -----------------
          Total interest expense                                  3,226                 2,659
                                                       ------------------     -----------------
          Net interest income                                     8,042                 7,358
Provision for loan losses                                           198                   304
                                                       ------------------     -----------------
          Net interest income after
           provision for loan losses                              7,844                 7,054
                                                       ------------------     -----------------

Noninterest income:
Service charges on deposit accounts                                 801                   735
Other service charges and fees                                       69                    58
Credit card fees                                                    578                   496
Trust income                                                        328                   322
Other income                                                        122                    77
Realized securities gains(losses), net                               29                    (7)
                                                      ------------------     -----------------
          Total noninterest income                                1,927                 1,681
                                                      ------------------     -----------------
Noninterest expense:
Salaries and employee benefits                                    2,850                 2,574
Occupancy, furniture and fixtures                                   480                   426
Data processing and ATM                                             435                   285
Credit card processing                                              463                   388
Intangibles amortization                                            283                   228
Net costs of other real estate owned                                 73                    53
Other operating expenses                                          1,007                   961
                                                      ------------------     -----------------
          Total noninterest expense                               5,591                 4,915
                                                      ------------------     -----------------
Income before income tax expense                                  4,180                 3,820
Income tax expense                                                1,028                   884
                                                      ------------------     -----------------
          Net income                                             $3,152                $2,936
                                                      ==================     =================

5
<PAGE>



        Net income per share - basic                              $0.90                 $0.84
                                                      ==================     =================
                                        - diluted                 $0.89                 $0.83
                                                      ==================     =================
        Weighted average number of common
        shares outstanding - basic                            3,516,606             3,518,882
                                                      ==================     =================
                                        - diluted             3,535,998             3,535,274
                                                      ==================     =================
          Dividends declared per share                            $0.70                 $0.63
                                                      ==================     =================
</TABLE>
See accompanying notes to consolidated financial statements.

6
<PAGE>


                   National Bankshares, Inc. and Subsidiaries
                        Consolidated Statements of Income
                     Six Months Ended June 30, 2005 and 2004
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                          June 30,               June 30,
($ In thousands, except share and per share data)           2005                   2004
                                                      ==================     =================
<S>                                                             <C>                   <C>
Interest income:
Interest and fees on loans                                      $16,327               $14,031
Interest on interest-bearing deposits                               145                   114
Interest on federal funds sold                                        1                     1
Interest on securities - taxable                                  3,251                 2,994
Interest on securities - nontaxable                               2,579                 2,674
                                                      ------------------     -----------------
          Total interest income                                  22,303                19,814
                                                      ------------------     -----------------
Interest expense:
Interest on time deposits $100,000 or more                        1,804                 1,458
Interest on other deposits                                        4,447                 3,799
Interest on borrowed funds                                           18                     1
                                                      ------------------     -----------------
          Total interest expense                                  6,269                 5,258
                                                      ------------------     -----------------
          Net interest income                                    16,034                14,556
Provision for loan losses                                           388                   592
                                                      ------------------     -----------------
          Net interest income after
           provision for loan losses                             15,646                13,964
                                                      ------------------     -----------------

Noninterest income:
Service charges on deposit accounts                               1,476                 1,410
Other service charges and fees                                      156                   130
Credit card fees                                                  1,072                   882
Trust income                                                        736                   831
Other income                                                        259                   180
Realized securities (losses), net                                    (4)                  (13)
                                                      ------------------     -----------------
          Total noninterest income                                3,695                 3,420
                                                      ------------------     -----------------

Noninterest expense:
Salaries and employee benefits                                    5,712                 5,092
Occupancy, furniture and fixtures                                   959                   864
Data processing and ATM                                             902                   564
Credit card processing                                              839                   702
Intangibles amortization                                            549                   466
Net costs of other real estate owned                                181                   112
Other operating expenses                                          2,138                 1,935
                                                      ------------------     -----------------
          Total noninterest expense                              11,280                 9,735
                                                      ------------------     -----------------
Income before income tax expense                                  8,061                 7,649
Income tax expense                                                1,916                 1,753
                                                      ------------------     -----------------
          Net income                                             $6,145                $5,896
                                                      ==================     =================
7
<PAGE>


        Net income per share - basic                              $1.75                 $1.68
                                                      ==================     =================
                                        - diluted                 $1.74                 $1.67
                                                      ==================     =================
        Weighted average number of common
        shares outstanding - basic                            3,517,826             3,517,130
                                                      ==================     =================
                                        - diluted             3,535,998             3,538,929
                                                      ==================     =================
          Dividends declared per share                            $0.70                 $0.63
                                                      ==================     =================
</TABLE>

See accompanying notes to consolidated financial statements.

8
<PAGE>


                   National Bankshares, Inc. and Subsidiaries
           Consolidated Statements of Changes in Stockholders' Equity
                     Six Months Ended June 30, 2005 and 2004
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                     Accumulated
                                                                        Other
($ In thousands)                         Common       Retained      Comprehensive    Comprehensive
                                          Stock       Earnings      Income(Loss)        Income         Total
                                       ============ ============== ================ ================ ===========
<S>                                         <C>           <C>               <C>           <C>          <C>
Balances, December 31, 2003                 $8,788        $70,063           $1,790                      $80,641

Net income                                     ---          5,896                            $5,896       5,896
                                                                               ---
Dividends ($0.63 per share)                                (2,216)                                       (2,216)
Exercise of stock options                       16            107                                           123

Other comprehensive income, net of tax:

  Unrealized losses
   on securities
   available for sale, net
   of income tax $1,623                        ---            ---              ---           (3,022)        ---

   Reclass adjustment, net
    Of income tax $5                           ---            ---              ---                8         ---

                                       ------------ -------------- ---------------- ---------------- -----------
Other comprehensive loss                       ---            ---           (3,014)          (3,014)     (3,014)
                                       ------------ -------------- ---------------- ---------------- -----------
Comprehensive income                           ---            ---              ---           $2,882         ---
                                       ============ ============== ================ ================ ===========

Balances, June 30, 2004                     $8,804        $73,850          $(1,224)             ---     $81,430
                                       ============ ============== ================ ================ ===========

Balances, December 31, 2004                 $8,797        $77,735             $556              ---     $87,088

Net income                                     ---          6,145              ---           $6,145       6,145
Dividends($0.70 per share)                                 (2,464)                                       (2,464)

Other comprehensive loss,
 net of tax

   Unrealized losses on
    securities available for
    sale, net of income tax
    $(185)                                     ---            ---              ---             (343)        ---

   Reclass adjustment, net of
    income tax $(64)                           ---            ---              ---             (119)        ---
                                       ------------ -------------- ---------------- ---------------- -----------
Other comprehensive loss                       ---            ---             (462)            (462)       (462)
                                       ------------ -------------- ---------------- ---------------- -----------

Comprehensive income                           ---            ---              ---           $5,683         ---
                                       ------------ -------------- ---------------- ---------------- -----------
Exercise of stock options                        5             42              ---                           47
Stock repurchased                              (29)          (504)                                         (533)
                                       ------------ -------------- ---------------- ---------------- -----------
Balances, June 30,2005                      $8,773        $80,954              $94                      $89,821
                                       ============ ============== ================ ================ ===========
</TABLE>

See accompanying notes to consolidated financial statements.

9
<PAGE>


                   National Bankshares, Inc. and Subsidiaries
                      Consolidated Statements of Cash Flows
                     Six Months Ended June 30, 2005 and 2004
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                     June 30,           June 30,
($In thousands)                                                        2005               2004
                                                                 ================== =================

<S>                                                                         <C>               <C>
Cash flows from operating activities:
Net income                                                                  $6,145            $5,896

Adjustments to reconcile net income to net cash provided
 by operating activities:
     Provision for loan losses                                                 388               592
     Depreciation of bank premises and equipment                               505               464
     Amortization of intangibles                                               549               466
     Amortization of premiums and accretion of
       discount, net                                                           236                68
     (Gains) on disposal of fixed assets                                        (4)              ---
     (Gains) Losses on sales and calls of securities
       available for sale, net                                                (183)               26
     (Gains) Losses on calls of securities held to maturity                    187               (19)
     Losses and writedowns on other real estate owned                          106                95
     (Increase) decrease in:
         Mortgage loans held for sale                                         (309)              416
         Accrued interest receivable                                          (382)             (477)
         Other assets                                                       (1,510)             (185)
     Increase (decrease) in:
         Accrued interest payable                                              105                (5)
         Other liabilities                                                     242              (103)
                                                                 ------------------ -----------------
          Net cash provided by operating
           activities                                                       $6,075            $7,234
                                                                 ------------------ -----------------
Cash flows from investing activities:
Net (increase) in Federal funds sold                                         $(300)          $(4,765)
Net decrease in interest-bearing deposits                                    9,962            26,500
Proceeds from calls, principal payments, sales and
  maturities of securities available for sale                               10,401            15,792
Proceeds from calls, principal payments and maturities of
 securities held to maturity                                                 3,064             4,252
Proceeds from sale of securities held to maturity                            3,123               ---
Purchases of securities available for sale                                 (15,582)          (28,718)
Purchases of securities held to maturity                                   (10,634)          (13,841)
Purchases of loan participations                                            (2,891)             (376)
Collections of loan participations                                           1,624               168
Net (increase) in loans to customers                                       (10,224)          (17,813)
Acquisitions, net of cash received                                          13,178             1,239
Proceeds from disposal of other real estate owned                              457               347
Recoveries on loans charged off                                                100               107
Purchase of bank premises and equipment                                     (1,153)           (2,056)
Proceeds from disposal of bank premises and equipment                            4                 4
                                                                 ------------------ -----------------
          Net cash provided by (used in) investing
           activities                                                       $1,129          $(19,160)
                                                                 ------------------ -----------------
10
<PAGE>

Cash flows from financing activities:
Net increase in other deposits                                             $(4,038)          $14,049
Net increase (decrease) in time deposits                                     2,094             4,971
Net increase in other borrowed funds                                           275               239
Stock options exercised                                                         47               123
Cash dividends                                                              (2,464)           (2,216)
Stock Repurchased                                                             (533)              ---
                                                                 ------------------- -----------------
      Net cash provided by financing
           activities                                                       (4,619)           17,166
                                                                 ------------------- -----------------

Net increase in cash and due from banks                                      2,585             5,240
Cash and due from banks at beginning of period                              12,493            11,733
                                                                 ------------------- -----------------
Cash and due from banks at end of period                                   $15,078           $16,973
                                                                 =================== =================

Supplemental disclosure of cash flow information:
Cash paid for interest                                                      $6,164            $5,263
                                                                 =================== =================
Cash paid for income taxes                                                  $2,017            $1,575
                                                                 =================== =================
Loans charged to the allowance for loan losses                                $585              $680
                                                                 =================== =================
Loans transferred to other real estate owned                                  $151              $268
                                                                 =================== =================

Unrealized gains(losses) on securities available for sale                    ($711)           $4,632
                                                                 =================== =================
Transactions related to acquisition of branches in 2005
and CNB in 2004:
Increase in assets and liabilities:
    Investments                                                                ---           $10,052
    Loans                                                                   $8,831           $40,371
    Deposits                                                               $22,009           $59,929
</TABLE>

See accompanying notes to consolidated financial statements.

11
<PAGE>


                   National Bankshares, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                                  June 30, 2005
                                   (Unaudited)
($ In thousands)

Note (1)

        The consolidated financial statements 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), conform to accounting principles generally accepted
in the United States of America and to general practices within the banking
industry. The accompanying interim period consolidated financial statements are
unaudited; however, in the opinion of management, all adjustments consisting of
normal recurring adjustments, which are necessary for a fair presentation of the
consolidated financial statements, have been included. The results of operations
for the six months ended June 30, 2005 are not necessarily indicative of results
of operations for the full year or any other interim period. The interim period
consolidated financial statements and financial information included in this
Form 10-Q should be read in conjunction with the notes to consolidated financial
statements included in the Company's 2004 Form 10-K. The Company posts all
reports required to be filed under the Securities and Exchange Act of 1934 on
its web site at www.nationalbankshares.com.


Note (2) Stock-Based Compensation

        At June 30, 2005, the Company had a stock-based employee compensation
plan, which is described more fully in the Company's Form 10-K dated December
31, 2004. 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.
<TABLE>
<CAPTION>
                                                          Six months ended         Three months ended June
                                                              June 30,                       30,
                                                     -------------- ------------- ------------- ------------
($ In thousands, except per share data)                   2005           2004          2005         2004
                                                     -------------- ------------- ------------- ------------
<S>                                                         <C>           <C>           <C>          <C>
Net income, as reported                                     $6,145        $5,896        $3,152       $2,936

Deduct: Total stock-based employee compensation
expense determined under fair value based method
for all awards                                                 (73)          (51)          (37)         (26)
                                                     -------------- ------------- ------------- ------------
Pro forma net income                                        $6,072        $5,845        $3,115       $2,910
---------------------------------------------------- -------------- ------------- ------------- ------------
Earnings per share:

    Basic - as reported                                      $1.75         $1.68         $0.90        $0.84
---------------------------------------------------- -------------- ------------- ------------- ------------
    Basic - pro forma                                        $1.73         $1.66         $0.89        $0.83
---------------------------------------------------- -------------- ------------- ------------- ------------
    Diluted - as reported                                    $1.74         $1.67         $0.89        $0.83
                                                     -------------- ------------- ------------- ------------
    Diluted - pro forma                                      $1.72         $1.65         $0.88        $0.82
---------------------------------------------------- -------------- ------------- ------------- ------------
</TABLE>

         During the six months ended June 30, 2005, there were no stock options
granted and 1,250 stock options were forfeited.

12
<PAGE>


Note (3) Allowance for Loan Losses, Nonperforming Assets and Impaired Loans
<TABLE>
<CAPTION>
                                                              For the periods ended
                                                              June 30,           December 31,
                                                   ---------------------------- ----------------
                                                        2005          2004            2004
                                                  -------------- -------------- ----------------
($ In thousands, except % data)
<S>                                                      <C>            <C>               <C>
Balance at beginning of period                           $5,729         $5,369            $5,369
Provision for loan losses                                   388            592             1,189
Loans charged off                                          (585)          (680)           (1,550)
Recoveries                                                  100            107               223
Acquisition of bank - CNB                                   ---            498               498
                                                  -------------- -------------- -----------------
Balance at the end of period                             $5,632         $5,886            $5,729
                                                  ============== ============== =================
Ratio of allowance for loan losses to the end
of period loans, net of unearned income and
deferred fees                                             1.13%          1.27%             1.20%
                                                  ============== ============== =================
Ratio of net charge-offs to average loans, net
of unearned income and deferred fees(1)                    .21%           .28%              .30%
                                                  ============== ============== =================

Ratio of allowance for loan losses to
nonperforming loans(2)                                2,234.92%      1,070.18%         1,454.06%
                                                  ============== ============== =================
</TABLE>

(1)     Net charge-offs are on an annualized basis.
(2)     The Company defines nonperforming loans as total nonaccrual and
        restructured loans. Loans 90 days past due and still accruing are
        excluded.
<TABLE>
<CAPTION>

                                                                June 30,          December 31,
                                                     -------------------------- ----------------
                                                          2005         2004          2004
                                                     ------------- ------------ ----------------
($ In thousands, except % data)
<S>                                                          <C>          <C>              <C>
Nonperforming Assets:
Nonaccrual loans                                             $252         $550             $394
Restructured loans                                            ---          ---              ---
                                                     ------------- ------------ ----------------
     Total nonperforming loans                                252          550              394
Foreclosed property                                           483        1,489              895
                                                     ------------- ------------ ----------------
     Total nonperforming assets                              $735       $2,039           $1,289
                                                     ============= ============ ================
Ratio of nonperforming assets to loans, net of
unearned income and deferred fees, plus other real
estate owned                                                0.15%         .44%             .27%
                                                     ============= ============ ================

13
<PAGE>

                                                               June 30,           December 31,
                                                     -------------------------- ----------------
                                                          2005         2004          2004
                                                     ------------- ------------ ----------------
 Loans Past due 90 days or more and
  Still accruing                                             $526       $1,053             $754
                                                     ============= ============ ================
 Ratio of loans past due 90 days or
  More and still accruing to loans, net
   of unearned income and deferred fees                      .11%         .23%             .16%
                                                     ============= ============ ================
 Impaired Loans:
 Total impaired loans                                        $252         $540             $354
                                                     ============= ============ ================
 Impaired loans with a
  Valuation allowance                                         ---         $530              $79
 Valuation allowance                                          ---         (242)             (55)
                                                     ------------- ------------ ----------------
 Impaired loans, net of allowance                             ---         $288              $24
                                                     ============= ============ ================
 Impaired loans with no
  Valuation allowance                                        $252          $10             $275
                                                     ============= ============ ================
 Average recorded investment
  in impaired loans                                          $316         $725             $601
                                                     ============= ============ ================
 Income recognized on impaired
  Loans                                                       ---         $---             $---
                                                     ============= ============ ================
 Amount of income recognized
  on a cash basis                                             ---          ---              ---
                                                     ============= ============ ================
</TABLE>

Nonaccrual loans excluded from impaired loan disclosure under FASB 114 at June
30, 2005 were $10.

14
<PAGE>


Note (4) Securities

        The amortized costs, gross unrealized gains, gross unrealized losses and
fair values for securities available for the sale by major security type as of
June 30, 2005 are as follows:
<TABLE>
<CAPTION>
                                                                     June 30, 2005

                                                               Gross             Gross
                                           Amortized         Unrealized        Unrealized           Fair
($ In thousands)                             Costs             Gains             Losses            Values
                                        ----------------- ----------------- ----------------- ------------------
<S>                                               <C>                  <C>               <C>             <C>
Available for sale:
  U.S. Treasury                                   $4,039               $15               $45             $4,009
  U.S. Government
     Agencies and
     Corporations                                 13,793                47                23             13,817
  State and political
     Subdivisions                                 74,161             1,653               343             75,471
  Mortgage-backed
     Securities                                   22,537               167                97             22,607
  Corporate debt
     Securities                                   30,592               272               663             30,201
  Federal Reserve Bank stock-
restricted                                           208               ---               ---                208
  Federal Home Loan
     Bank stock-restricted                         1,672               ---               ---              1,672
  Other securities                                 1,664               153               ---              1,817
                                        ----------------- ----------------- ----------------- ------------------
     Total securities
     Available for sale                         $148,666            $2,307            $1,171           $149,802
                                        ================= ================= ================= ==================
</TABLE>

        The amortized costs, gross unrealized gains, gross unrealized losses and
fair values for securities held to maturity by major security type as of June
30, 2005 are as follows:
<TABLE>
<CAPTION>
                                                                     June 30, 2005

                                                               Gross             Gross
                                           Amortized         Unrealized        Unrealized           Fair
($ In thousands)                             Costs             Gains             Losses            Values
                                        ----------------- ----------------- ----------------- ------------------
<S>                                             <C>                 <C>              <C>              <C>
Held to Maturity:
  U.S. Government
     Agencies and
     Corporations                                $25,592               $52              $157            $25,487
  State and political
     Subdivisions                                 55,946             1,514                58             57,402
  Mortgage-backed
     Securities                                    2,544                85                 1              2,628
  Corporate securities                            25,501               593               292             25,802
                                        ----------------- ----------------- ----------------- ------------------
     Total securities
         held to maturity                       $109,583            $2,244              $508           $111,319
                                        ================= ================= ================= ==================
</TABLE>


15
<PAGE>


        Information pertaining to securities with gross unrealized losses and
length of time that individual securities have been in a continuous loss
position follow:
<TABLE>
<CAPTION>

------------------------- ------------------------------------------- -------------------------------------------
                                     Less Than 12 Months                          12 Months or More
------------------------- ------------------------------------------- -------------------------------------------
                               Fair Value         Unrealized Loss          Fair Value         Unrealized Loss
------------------------- --------------------- --------------------- --------------------- ---------------------
<S>                             <C>                     <C>                 <C>                      <C>
December 31, 2004               $60,623                 $885                $17,950                  $748
------------------------- --------------------- --------------------- --------------------- ---------------------
June 30, 2005                   $44,355                 $304                $48,038                $1,375
------------------------- --------------------- --------------------- --------------------- ---------------------
</TABLE>

        Losses shown above are attributable to interest rate movements. The
Company continuously monitors the credit quality of the securities portfolio.
Since the Company has the ability and intent to hold the securities, the losses
associated with those securities are considered temporary.

Note (5) Recent Accounting Pronouncements

        In May 2005, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 154, "Accounting Changes
and Error Corrections - A Replacement of APB Opinion No. 20 and FASB Statement
No. 3." The new standard changes the requirements for the accounting for and
reporting of a change in accounting principle. Among other changes, SFAS No. 154
requires that a voluntary change in accounting principle be applied
retrospectively with all prior period financial statements presented based on
the new accounting principle, unless it is impracticable to do so. SFAS No. 154
also provides that (1) a change in method of depreciating or amortizing a
long-lived nonfinancial asset be accounted for as a change in estimate
(prospectively) that was effected by a change in accounting principle, and (2)
correction of errors in previously issued financial statements should be termed
a "restatement. " The new standard is effective for accounting changes and
corrections of errors made in fiscal years beginning after December 15, 2005.
The Corporation does not anticipate this revision will have a material effect on
its financial statements.

        On December 16, 2004, FASB issued SFAS No. 123R (revised 2004),
"Share-Based Payment," that addresses the accounting for share-based payment
transactions in which a company receives employee services in exchange for
either equity instruments of the company or liabilities that are based on the
fair value of the company's equity instruments or that may be settled by the
issuance of such equity instruments. SFAS No. 123R eliminates the ability to
account for share-based compensation transactions using the intrinsic method and
requires that such transactions be accounted for using a fair-value-based method
and recognized as expense in the statement of income. The effective date of SFAS
No. 123R (as amended by the SEC) is for annual periods beginning after June 15,
2005. The provisions of SFAS No. 123R do not have an impact on the Corporation's
results of operations at the present time.

        In March 2005, the SEC issued Staff Accounting Bulleting No. 107 (SAB
107). SAB 107 expresses the views of the SEC staff regarding the interaction of
FAS 123R and certain SEC rules and regulations and provides the SEC staff's view
regarding the valuation of share-based payment arrangements for public
companies. SAB 107 does not impact the Corporation's results of operations at
the present time.

        In November 2004, the Emerging Issues Task Force (EITF) published Issue
03-1, "The Meaning of Other-Than-Temporary Impairment and Its Application to
Certain Investments." The Task Force discussed the meaning of
other-than-temporary impairment and its application to certain investments
carried at cost. The Task Force requested that the FASB staff consider other
impairment models within U.S. Generally Accepted Accounting Principles (GAAP)
when developing its views. The Task Force also requested that the scope of the
impairment issue be expanded to include equity investments and investments
subject to SFAS No. 115, "Accounting for Certain Investments in Debt and Equity
Securities," and that the issue be addressed by the Task Force as a separate
EITF issue. At the EITF meeting, the Task Force reached a consensus on one issue

16
<PAGE>

that certain quantitative and qualitative disclosures should be required for
securities accounted for under SFAS No. 115 that are impaired at the balance
sheet date but for which an other-than-temporary impairment has not been
recognized. The Board ratified the consensus on that one issue at its November
25, 2004 meeting. In September 2004, FASB directed its staff to issue two
proposed FASB Staff Positions (FSP): Proposed FSP EITF Issue 03-1-a, which
provides guidance for the application of paragraph 16 of EITF Issue 03-1 to debt
securities that are impaired because of interest rate and/or sector spread
increases, and Proposed FSP EITF Issue 03-1-b, which delays the effective date
of Issue 03-1 for debt securities that are impaired because of interest rate
and/or sector spread increases. In June 2005, the FASB reach a decision whereby
they declined to provide additional guidance on the meaning of
other-than-temporary impairment. The Board directed the FASB staff to issue EITF
03-1a as final and to draft a new FSP that will replace EITF 03-01. The final
FSP (retitled FAS 115-1, "The Meaning of Other-Than-Temporary Impairment and it
Application to Certain Investments") would be effective for other-than-temporary
impairment analysis conducted in periods beginning after September 15, 2005. The
Corporation does not anticipate this revision will have a material effect on its
financial statements

Note (6) Defined Benefit Plan

Components of Net Periodic Benefit Cost
<TABLE>
<CAPTION>
                                                   Pension Benefits
                                      Six Months Ended        Three Months Ended
                                           June 30,                 June 30,
                                    ---------------------   -----------------------
($ in Thousands)
                                         2005       2004          2005        2004
                                         ----       ----          ----        ----
<S>                                     <C>        <C>           <C>         <C>
Service cost                            $ 280      $ 248         $ 140       $ 124
Interest cost                             306        268           153         134
Expected return on plan assets           (290)      (250)         (145)       (125)
Amortization of prior service cost          4          4             2           2
Recognized net actuarial loss              92         60            46          30
Amortization of transition cost            (6)        (6)           (3)         (3)
                                    ---------- ----------   ----------- -----------
Net periodic benefit cost               $ 386      $ 324         $ 183       $ 162
                                    ========== ==========   =========== ===========
</TABLE>

Employer Contributions

        Bankshares previously disclosed in its financial statements for the year
ended December 31, 2004, an estimated quarterly minimum contribution of $124 to
its pension plan in 2005. That estimate has since been revised and Bankshares
now expects to contribute a total of $610, paid in quarterly installments, to
the pension plan for 2005. As of June 30, 2005, the Company has contributed
$184. Bankshares anticipates making all required contributions prior to the end
of 2005.

Note (7) Acquisitions

        In February of 2005, the Company acquired two branches from Planters
Bank and Trust Company of Virginia. The transaction added approximately $8,831
in loans and approximately $22,009 in deposits. A deposit intangible of
approximately $1,304 arose as a result of the transaction. This intangible will
amortize over twelve years. Approximately $311 in fixed assets was also
acquired.


17
<PAGE>


                   National Bankshares, Inc. and Subsidiaries
                      (In thousands, except per share data)


Item 2.   Management's Discussion and Analysis of Financial Condition and
          Results of Operations for the Six Months Ended June 30, 2005

        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 (the Company), which are not otherwise apparent
from the consolidated financial statements and other information included in
this report. Refer to the financial statements and other information included in
this report as well as the 2004 Annual Report on Form 10-K for an understanding
of the following discussion and analysis.
        This Quarterly Report on Form 10-Q contains forward-looking statements
as described in 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. We use
historical loss factors as one element in determining the inherent loss that may
be present in our loan portfolio. Actual losses could differ significantly from
the historical factors that we use. In addition, GAAP itself may change from one
previously acceptable method to another method. Although the economics of our
transactions would be the same, the timing of events that would impact our
transactions could change.

Allowance for 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 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 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 in either the formula or specific
allowance.

18
<PAGE>


Core deposit intangibles

        Effective January 1, 2002, the Corporation 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.

Overview

     National Bankshares, Inc. (NBI) is a financial holding company located in
Southwest Virginia. It conducts operations primarily through two full-service
banking affiliates, the National Bank of Blacksburg and Bank of Tazewell County.
It also has one nonbanking affiliate, National Bankshares Financial Services,
Inc., which offers investment and insurance products. Net income derived from
the nonbanking affiliate is not significant at this time or for the foreseeable
future. NBI is a community bank operation.

Performance Summary

     The following table shows NBI's key performance ratios for the period ended
June 30, 2005 and December 31, 2004 and 2003:
<TABLE>
<CAPTION>
                                                  June 30, 2005       December 31, 2004      December 31, 2003
----------------------------------------------- ------------------- ---------------------- -----------------------
<S>                                                    <C>                  <C>                     <C>
Return on average assets                               1.53%                1.62%                   1.64%
----------------------------------------------- ------------------- ---------------------- -----------------------
Return on average equity                              13.90%               14.48%                  14.77%
----------------------------------------------- ------------------- ---------------------- -----------------------
Net interest margin (1)                                4.65%                4.69%                   4.82%
----------------------------------------------- ------------------- ---------------------- -----------------------
Noninterest margin (2)                                 1.89%                1.77%                   1.81%
----------------------------------------------- ------------------- ---------------------- -----------------------
Basic net earnings per share                           $1.75                $3.48                   $3.26
----------------------------------------------- ------------------- ---------------------- -----------------------
Fully diluted net earnings per share                   $1.74                $3.46                   $3.24
----------------------------------------------- ------------------- ---------------------- -----------------------
</TABLE>

(1)     Net Interest Margin: Year-to-date tax-equivalent net interest income
        divided by year-to-date average earning assets using a tax rate of 35%.
(2)     Noninterest Margin: Noninterest income (including securities gains and
        losses) less noninterest expense (excluding the provision for bad debts
        and income taxes) divided by average year-to-date assets.

     The Company undertook three acquisitions during the period from the second
quarter of 2004 through the first quarter of 2005. These acquisitions resulted
in substantial growth.

19
<PAGE>

     As shown above, the interest margin has remained stable during the period
of expansion. Net interest income at June 30, 2005 was $16,034, a 10.15%
increase when compared to the prior year.
     Noninterest income for the six month period ending June 30, 2005 was
$3,695. This represents an increase of $275, or 8.04%, over the same period in
2004. An increase in credit card fees of $190 accounted for approximately 69% of
the total change. Trust income declined by $95 when the two periods are
compared.

Growth

        The following table shows NBI's key growth indicators:
<TABLE>
<CAPTION>

                            June 30, 2005        December 31, 2004      December 31, 2003
----------------------- ---------------------- --------------------- ----------------------
<S>                           <C>                    <C>                   <C>
Securities                    $259,385               $250,708              $230,154
----------------------- ---------------------- --------------------- ----------------------
Loans, net                     491,882                472,199               401,428
----------------------- ---------------------- --------------------- ----------------------
Deposits                       725,997                705,932               625,378
----------------------- ---------------------- --------------------- ----------------------
Total assets                   819,574                796,154               708,560
----------------------- ---------------------- --------------------- ----------------------
</TABLE>

        At June 30, 2005 total assets were $819,574, a $23,420 increase from
        December 31, 2004. Reflected in the totals for the first six months of
        2005, is the approximately $22,009 in deposits and
$8,831 in loans that the Company acquired from Planters Bank and Trust Company
of Virginia during the first quarter.
        This transaction accounted for the majority of the deposit growth and
approximately one-half of the growth observed in loans. Surplus funds acquired
in the transaction also contributed to growth in the investment portfolio.

Asset Quality

        Key asset quality indicators are shown below:
<TABLE>
<CAPTION>
                                                June 30, 2005      December 31,2004      December 31, 2003
--------------------------------------------- ------------------- -------------------- ----------------------
<S>                                                 <C>                  <C>                   <C>
Nonperforming loans                                 $ 252                $ 394                 $ 354
--------------------------------------------- ------------------- -------------------- ----------------------
Loans past due over 90 days                           526                  754                   931
--------------------------------------------- ------------------- -------------------- ----------------------
Other real estate owned                               483                  895                 1,663
--------------------------------------------- ------------------- -------------------- ----------------------
Allowance for loan losses to loans                  1.13%                1.20%                 1.32%
--------------------------------------------- ------------------- -------------------- ----------------------
Net charge-off ratio                                 .20%                 .30%                  .34%
--------------------------------------------- ------------------- -------------------- ----------------------
</TABLE>

        This data indicates that the level of nonperforming loans has declined,
as has the level of loans past due 90 days or more. Other real estate owned
continues to decline as properties are foreclosed upon and sold. Asset quality
remains excellent at one of the Company's subsidiary banks, and it continues to
improve at the Company's other banking affiliate.

Net Interest Income

        Net interest income for the period ended June 30, 2005 was $16,034, an
increase of $1,478, or 10.15%, over the same period in 2004. As previously
mentioned, the Company has experienced a period of substantial growth largely
through acquisitions, and this growth is the source of the increase in net
interest income.
        Overall, the net interest margin has responded well to the acquisitions
completed over the past year.
        At June 30, 2005 the net interest margin was 4.65%, and it was 4.70% at
June 30, 2004.
        With the assets from the past year's acquisitions, some
fluctuation in the net interest margin was expected. It was also expected that
the acquired assets and liabilities would not be optimal from an asset and
liability management perspective, and that, going forward, some adjustments
would be required.


20
<PAGE>

Net Interest Income - Trends and Future Expectations

        During 2004, the Federal Reserve Board initiated a series of interest
rate increases. These increases were designed to restore interest rates to
historically more typical levels and to prevent inflation. Rate increases have
occurred at regular intervals, each at 25 basis points to date.
        Some economists have speculated that additional interest rate increases
will be necessary to combat inflation, especially with recently rising energy
prices. However, others theorize that rising energy costs restrict consumers'
ability to spend on other goods, thus reducing demand. This, in turn, restricts
the ability of manufacturers to raise the price of their products. According to
this school of thought, as long as wages remain stable, inflation caused by
rising energy costs is not seen as a substantial threat.
        In either case, if interest rates rise rapidly, the Company's
performance could be negatively affected, as the Company is liability sensitive.
(See "Interest Rate Sensitivity") In other words, interest-bearing liabilities
re-price faster than interest-earning assets. In this scenario, interest expense
grows at a faster rate than interest income and adversely affects profitability.
Most banks are similarly affected to some degree.
        The general impact of a rising interest rate scenario on the Company's
balance sheet is described on page 15 of the Company's 2004 Form 10K, which is
incorporated by reference in this report.

Interest Expense

        Interest expense at June 30, 2005 was $6,269, an increase of $1,011, or
19.23%, from the same period the prior year. As previously discussed, the
Company has experienced a period of growth which have contributed to the
interest expense increase, as have rising interest rates.
        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.
        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. The ultimate impact of rising interest rates
is dependent upon the number of rate increases, the amount of these rate
increases and the level to which interest rates ultimately rise.

Provision and Allowance for Loan Losses

        The provision for loan losses for the period ended June 30, 2005 was
$388, a $204 decrease from the period ended June 30, 2004. The ratio of the
allowance for loan losses to total loans at the end of the first six months of
2005 was 1.13%, which compares to 1.27% at the same period last year. The net
charge-off ratio at June 30, 2005 was .21%, and it was .28% at June 30, 2004.
        The Company regularly reviews asset quality and re-evaluates the
allowance for loan losses. Reviews are conducted for each of the two bank
subsidiaries, and an appropriate provision and allowance for loan losses is
established for each bank, depending upon factors that are unique to that bank
and the quality of its loan portfolio. Because of the continued excellent
quality of the loan portfolio at one subsidiary bank and the improving quality
of the loan portfolio at the second bank, it is management's judgment that the
decrease in the provision for loan losses is justified and the allowance is
appropriate and adequate. (See "Allowance for Loan Losses" under "Critical
Accounting Policies".)

21
<PAGE>

<TABLE>
<CAPTION>
Noninterest Income
                                        June 30, 2005            June 30, 2004            June 30, 2003
----------------------------------- ----------------------- ------------------------ ------------------------
<S>                                         <C>                   <C>                        <C>
Service charges on deposits                 $1,476                  $1,410                   $1,173
----------------------------------- ----------------------- ------------------------ ------------------------
Other service charges and fees
                                               156                     130                      141
----------------------------------- ----------------------- ------------------------ ------------------------
Credit card fees                             1,072                     882                      794
----------------------------------- ----------------------- ------------------------ ------------------------
Trust fees                                     736                     831                      504
----------------------------------- ----------------------- ------------------------ ------------------------
Other income                                   259                     180                      265
----------------------------------- ----------------------- ------------------------ ------------------------
Realized securities gains/losses                (4)                    (13)                      (4)
----------------------------------- ----------------------- ------------------------ ------------------------
</TABLE>


        Noninterest income is made up 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
        The principal factors affecting current or future levels of income from
this category are:
        o Internally generated growth
        o Acquisitions of other banks/branches or de novo branches
        o Adjustments to service charge structures
         As the above table demonstrates, there was a 4.68% increase in this
category between 2004 and 2005. Additional volume from acquisitions was the
primary cause for the increase, as there have been no significant changes to
service charge structures.

        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 they change. 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 volume.

        Credit card fees consist of three types of revenues.
        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

22
<PAGE>


merchants in the Company's program, as well as the type of business and the
level of transaction discounts associated with them. Recent acquisitions have
had a positive impact on this category.
       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 2005,
the financial markets have experienced a degree of volatility. Income from
estates is also unpredictable, as the number of estates is impossible to
predict.
       Trust income for the period ended June 30, 2005 was $736, down $95 from
the same period in 2004. This decrease was almost exclusively caused by
unpredictable fluctuations in estate income.

       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.
        Realized net losses on securities were $(4). The net loss was due to
write-downs in certain investments in limited liability companies (LLC's) of
which the Company is part owner, as well as sales, maturities and calls of
securities.

 Noninterest Expense
<TABLE>
<CAPTION>

                                    June 30, 2005               June 30, 2004              June 30, 2003
----------------------------- --------------------------- -------------------------- ---------------------------
<S>                                     <C>                        <C>                         <C>
Salaries and employee
benefits                                $5,712                     $5,092                      $4,765
----------------------------- --------------------------- -------------------------- ---------------------------
Occupancy and furniture and
fixtures
                                           959                        864                         832
----------------------------- --------------------------- -------------------------- ---------------------------
Data processing and ATM
                                           902                        564                         541
----------------------------- --------------------------- -------------------------- ---------------------------
Credit card processing
                                           839                        702                         625
----------------------------- --------------------------- -------------------------- ---------------------------

Intangibles and goodwill
amortization                               549                        466                         477
----------------------------- --------------------------- -------------------------- ---------------------------
Net costs of other real
estate owned                               181                        112                          19
----------------------------- --------------------------- -------------------------- ---------------------------
Other operating expenses
                                         2,138                      1,935                       1,877
----------------------------- --------------------------- -------------------------- ---------------------------
</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 Employer FICA
        o Unemployment taxes

23
<PAGE>

(1) See the 2004 Form 10-K and the Proxy Statement for the 2005 Annual
Stockholders meeting for further information

        For the first six months of 2005, salary and benefits expense was up by
$620. A greater number of employees because of acquisitions, routine salary
increases, pensions and health insurance cost increases contributed to the
increase.
        At June 30, 2005 the Company employed 275.5 full time equivalent
employees.

        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. Occasionally, but not frequently,
repairs and other expense items may be significant. Included in the increase is
depreciation of costs related to a new phone system and for fixed assets
purchased in acquisitions.

        The Company maintains its own data processing facility and has ATM's at
twenty-one of the branch offices of its subsidiary banks and at four off-site
locations. Costs to operate ATM's are reflected in this category and include
depreciation, maintenance, communication lines and certain supplies.
        For the period ended June 30, 2005, data processing and ATM expenses
were up $338 when compared to the same period in 2004.
        A significant percentage of this increase is attributable to
acquisitions. One-time conversion expenses were approximately $152. In addition,
out-sourced data processing fees for Community National Bank (CNB) continued
from the date of its purchase in the second quarter of 2004 until its computer
systems were combined with NBB's in the first quarter of 2005. These fees
totaled $47. Also included in the increased data processing expenses were the
costs related to the operation of five additional ATM's.

        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 "Noninterest Income", and the
comments in that section are applicable.

        Intangibles amortized and goodwill increased by $83 due to acquisition
activity.

        At June 30, 2005 the net cost of other real estate owned was $181, which
consists of losses on disposal, write-downs and other foreclosure costs. As the
Company's bank subsidiaries generally hold one or more parcels of foreclosed
real estate, more losses are possible. The June 30, 2005 costs are not
necessarily indicative of the full year for 2005. Other real estate owned at
June 30, 2005 was $483, which compares to $895 at December 31, 2004.

        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
increase moderately 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.
        Overall costs for this category increased by 10.49%, when the periods
ending June 30, 2005 and June 30, 2004 are compared.
        Included in the category is stationery and supplies, which increased
approximately $18. Postage expenses were also up $24. This was due to an
increase in volume because of acquisitions, including two complete computer
system conversions which required additional mailings.

24
<PAGE>


Balance Sheet

Year-to-date daily averages for the major balance sheet categories are as
follows:
Assets                                    June 30, 2005    December 31, 2004
------                                 ------------------- -------------------
Federal funds sold                               $ 99                $ 276
Interest-bearing deposits                      11,042               16,224
Securities available for sale                 151,058              143,021
Securities held to maturity                   109,487              107,284
Mortgage loans held for sale                      519                  626
Real estate construction loans                 26,516               23,041
Real estate mortgage loans                    117,787              107,189
Commercial and industrial loans               257,205              228,897
Loans to individuals                           89,242               86,083
Total Assets                                $ 810,157            $ 753,730

Liabilities and stockholders equity
------------------------------------
Noninterest-bearing demand deposits          $114,389              $93,320
Interest-bearing demand deposits              197,581              186,106
Savings deposits                               60,174               58,899
Time deposits                                 343,333              327,302
Other borrowings                                1,220                  531
Shareholders' equity                          $89,161              $84,479

Securities

        As shown in the Consolidated Statement of Cash Flows, the Company sold
approximately $3,123 in securities held to maturity during the first half of
2005. These sales were prompted by reductions in credit quality ratings.

Loans

        During the first half of 2005, the Company completed an acquisition of
two branches from Planters Bank and Trust Company of Virginia. The purchase of
approximately $8,831 in loans was included in the transaction.
        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 June 30, 2005
there was approximately $2,658 in outstanding commitments to extend mortgage
loans.
        Construction loans were $28,633 at June 30, 2005 and $25,009 at December
31, 2004, an increase of $3,624. This category tends to fluctuate because of
demand and with the seasons. Demand also may vary because of economic
conditions. 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 June 30, 2005 were $118,531, which represents an
increase of $3,143 from December 31, 2004. Loans in this category are for
one-to-four family housing and are loans the banking affiliates elected to
retain rather than to sell on the secondary market.
        Commercial and industrial loans were $262,204 at June 30, 2005, an
increase of $13,681 from December 31, 2004. Included in this category are loans
for working capital, equipment, commercial real estate and other loans for
business needs. See Note 15 of the Company's 2004 Form 10-K for information
related to "Concentrations of Credit".

25
<PAGE>


        Loans to individuals decreased by $828 when June 30, 2005 is compared to
December 31, 2004. For further comments on trends related to loans to
individuals see "Loans" on page 15 in the Company's 2004 Form 10-K.
        Total deposits at June 30, 2005 increased by $20,065 from December 31,
2004. Noninterest-bearing demand deposits increased by $9,358 when June 30, 2005
is compared to December 31, 2004. During the same period, interest-bearing
demand deposits increased by $5,956, and time deposits increased by $9,661. The
majority of the growth in deposits came from the acquisition of the two Planters
Bank and Trust branches in the first quarter of 2005.

Liquidity and Capital Resources

        Net cash provided by operating activities was $6,075 for the period
ended June 30, 2005, which compares to $7,234 for the same period the previous
year.
        Net cash used in investing activities was $1,129 for the period ended
June 30, 2005, and $(19,160) used for the period ended June 30, 2004. Net cash
provided by financing activities was $(4,619) for the period ending June 30,
2005.
        Management is unaware of any commitment that would have a material and
adverse effect on liquidity at June 30, 2005.
        Total shareholders' equity grew by $2,733 from December 31, 2004 to June
30, 2005. Earnings and the changes in unrealized gains and losses for securities
available for sale accounted for the net increase. During the second quarter of
2005, the Company repurchased 11,400 shares of its own stock for approximately
$533 at an average price of $46.70 (excluding broker commission). Also during
the second quarter, the Company declared a $0.70 per share dividend. The Tier I
and Tier II risk-based capital ratios at June 30, 2005 were 12.59% and 13.59%,
respectively. The Company's leverage capital ratio was 9.00%

Interest Rate Sensitivity

        Following is a table showing repricing and maturity data for the
Company's interest-earning assets and interest-bearing liabilities:
<TABLE>
<CAPTION>
                                                            June 30, 2005
                                                <1 Year         1-5 Years       > 5 Years
                                            -------------- ---------------- ---------------
<S>                                                  <C>              <C>             <C>
Assets:
Federal funds sold                                   $300             $---            $---
Interest-bearing deposits                          12,501              ---             ---
Securities available for sale                      19,746           63,638          66,418
Securities held to maturity                        16,697           41,174          51,712
Mortgage loans held for sale                        1,312              ---             ---
Loans, net of unearned income
  and deferred fees                               160,289          277,485          59,740
                                            -------------- ---------------- ---------------
Total assets repricing/maturing                   210,845          382,297         177,870
                                            ============== ================ ===============
Cumulative                                        210,845          593,142         771,012
                                            ============== ================ ===============
Liabilities:
Interest-bearing demand deposits                  204,853              ---             ---
Savings deposits                                   57,907              ---             ---
Time deposits                                     175,278          171,845             567
Other borrowings                                      572              ---             ---
                                            -------------- ---------------- ---------------
Total liabilities/maturing                        438,610          171,845             567
                                            ============== ================ ===============
Gap                                              (227,765)         210,452         177,303
                                            ============== ================ ===============
Cumulative repricing gap                         (227,765)         (17,313)        159,990
                                            ============== ================ ===============
Cumulative gap ratio                                  .48              .97            1.26
                                            ============== ================ ===============
</TABLE>

        As is noted under "Net Interest Income", the Company is
liability-sensitive, as its deposits will re-price at a faster rate than its
interest earning assets. In a period of rising interest rates, this can have a
negative effect until assets can re-price higher.

26
<PAGE>

           Management's Discussion and Analysis of Financial Condition
                 and Results of Operations for the Three Months
                              Ended June 30, 2005.

The following table shows NBI's key performance ratios for the three months
ended June 30, 2005 and 2004.

                                               Three months ended
                                        June 30, 2005      June 30, 2004
                                        -------------      -------------
Return on average assets                     1.55%             1.62%
Return on average equity                    14.04%            14.23%
Net interest margin                          4.58%             4.70%
Basic net earnings per share                 $0.90             $0.84
Fully diluted net earnings per share         $0.89             $0.83

        The return on average assets for the three months ended June 30, 2005
was 1.55%, a seven basis point decrease from the same period in 2004. The return
on average equity also declined slightly.
        The decline in the net interest margin was caused to a large extent by
increased cost of funds. In addition, the second quarter of June 2005 reflects
the full effects of two acquisitions, one of which occurred in late June 2004
and another in February of 2005.

Net Interest Income

        The following table shows information related to NBI's net interest
margin for the three months ended June 30, 2005 and 2004.

                                          Three months ended
                             June 30, 2005      June 30, 2004     % change
                             -------------      -------------     --------
Interest income                 $11,268             $10,017         12.49%
Interest expense                  3,226               2,659         21.32%
                                  -----               -----         ------
Net interest income              $8,042              $7,358          9.30%
                                 ======              ======          =====

                             June 30, 2005       June 30, 2004
                             -------------      -------------
Yield on earning assets           6.26%               6.25%
Cost to fund earning assets       1.68%               1.55%
Net interest margin               4.58%               4.70%

        When the two periods are compared, the yield on interest earning assets
remained essentially the same. However, the cost to fund the earning assets rose
by 13 basis points. This reflects the steady increase in interest rates
affecting the Company and the entire banking industry.
        Forecasts suggest that the Federal Reserve will continue to increase
interest rates in the near future. Considered as a whole, the Company is
liability-sensitive, which means its deposit base will upwardly reprice at a
faster rate than its interest earning assets. This will have a negative effect,
at least in the short term, until the slower-responding asset side reprices
upward.

Provision for Loan Losses

        The provision for loan losses for the three months ended June 30, 2005
was $198. This compares to $304 for the three months ended June 30, 2004 and
represents a $106 decrease. Comments made in the year-to-date discussion for the
"Provision and Allowance for Loan Losses" apply. Because asset quality directly
impacts the level of the provision for loan losses, see also the "Asset Quality"
section.

27
<PAGE>


Noninterest Income

        The following table compares NBI's noninterest income categories for the
three months ended June 30, 2005 and 2004.
<TABLE>
<CAPTION>

                                                      Three months ended
                                      June 30, 2005        June 30, 2004      % change
                                      -------------        -------------     -----------
<S>                                         <C>                  <C>              <C>
Service charges on deposits                 $801                 $735             8.98%
Other service charges and fees                69                   58            18.97%
Credit card fees                             578                  496            16.53%
Trust fees                                   328                  322             1.86%
Other income                                 122                   77            58.44%
Realized securities gains/losses              29                   (7)         (514.29)%
</TABLE>

        Service charges on deposits for the second quarter of 2005 were $801, up
8.98% over the same quarter in 2004. Volume attributable to the acquisition was
the major cause of the increase. There have been no material changes in service
charge structure.
        Credit card fees increased $82 when the second quarter of 2005 and 2004
are compared. These fees are almost exclusively driven by volume. The
acquisition was again the major cause of the increase.
        Other income for the second quarter of 2005 was $122, up $45 from the
second quarter of 2004. Comments in the year-to-date discussion apply.

Noninterest Expenses

        The following table compares NBI's noninterest expense categories for
the three months ended June 30, 2005 and 2004.
<TABLE>
<CAPTION>
                                                               Three months ended
                                                June 30, 2005     June 30, 2004     % change
                                                -------------    ---------------   ----------
<S>                                                 <C>               <C>            <C>
Salaries and employee benefits                      $2,850            $2,574         10.72%
Occupancy and furniture and fixtures                   480               426         12.68%
Data processing and ATM                                435               285         52.63%
Credit card processing                                 463               388         19.33%
Intangible assets and goodwill amortization            283               228         24.12%
Net costs of other real estate owned                    73                53         37.74%
Other operating expenses                             1,007               961          4.79%
</TABLE>

        Salaries and employee benefits for the three month period ending June
30, 2005 were $2,850, up $276 or 10.72%. In late June 2004, NBB acquired the
Community National Bank of Pulaski, Virginia and substantially all of its
employees became employees of that bank. In February of 2005, BTC completed an
acquisition of certain branches. These acquisitions account for the majority of
the increase in this category. Comments in the year-to-date discussion also
apply.
        Occupancy and furniture and fixtures expense increased $54 when the
second quarter of 2005 and 2004 expense are compared. Impacting this area was
the acquisition of a new Company-wide phone system, as well as the previously
mentioned acquisitions late in June 2004 and in the first quarter of 2005.
        Data processing and ATM expenses were $435 for the three month period
ended June 30, 2005, compared to $285 for the same period in 2004. Additional
ATM's, conversion costs and maintenance costs rose approximately $47. Conversion
expenses were approximately $58, and ATM expenses were approximately $56. These
increases, which total $161, were somewhat offset by nominal decreases in other
categories.
        Expenses related to the amortization of intangibles increased $55 when
the second quarter of 2005 and 2004 are compared. Acquisitions accounted for
this increase. There have been no write-downs due to impairment.
        The increase in costs associated with other real estate is the result of
efforts to liquidate foreclosed properties. The amount of foreclosed property
has declined from $895 at December 31, 2004 to $483 at June 30, 2005.

28
<PAGE>


Derivatives

        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. Management does not plan any future involvement in high- risk
derivative products. The Company has investments in collateralized mortgage
obligations, structured notes and other similar instruments that are included in
securities available for sale and securities held to maturity. The fair value of
these investments at June 30, 2005 was approximately $2,455. Amortized cost for
these securities was approximately $2,435.
        The Company's banking affiliates extend lines of credit to their
customers in the normal course of business. 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.
        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.
        During the first six months of 2005, there have been no significant or
unusual changes in this area.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

        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 to
adverse movement in interest rates. Interest rate shock analyses provides
management with an indication of potential economic loss due to future rate
changes. There have not been any changes which would significantly alter the
results disclosed as of December 31, 2004. (See "Interest Rate Sensitivity.")


Item 4.   Controls and Procedures

        Under the supervision and with the participation of management,
including the Company's principal executive officer and principal financial
officer, the Company has conducted an evaluation of the effectiveness of the
design and operation of its disclosure controls and procedures as of June 30,
2005. Based on that evaluation, the Company's principal executive officer and
principal financial officer have concluded that these controls and procedures
are effective to give reasonable assurance in alerting them in a timely fashion
to material information relating to the Company that is required to be included
in the reports the Company files under the Act. There were no changes in the
Company's internal controls over financial reporting during the period covered
by this report that have materially affected, or are reasonably likely to
materially affect, the Company's internal control over financial reporting.
        Disclosure controls and procedures are the Company's controls and
procedures that are designed to ensure that information required to be disclosed
by the Company in the reports it files or submits under the Exchange Act is
accumulated and communicated to allow timely decisions regarding its required
disclosure. The Company believes that a controls system, no matter how well
designed and operated, cannot provide absolute assurance that all control issues
have been detected.


29
<PAGE>

                                     Part II
                                Other Information


Item 1. Legal Proceedings

               None for the six months ended June 30, 2005.

Item 2.        Unregistered Sales of Equity Securities and Use of Proceeds

               The following table shows the purchases by the Company of equity
               securities that are registered by the Company pursuant to Section
               12 of the Exchange Act during the first half of 2005. All of the
               purchases were made during the quarter ended June 30, 2005.
<TABLE>
<CAPTION>
                                                                                       Approximate Dollar
                                                             Total Number of Shares   Value of Shares That
                          Total Number                        Purchased as Part of     May Yet Be Purchased
                           of shares       Average Price       Publicly Announced      Under the Plans or
        Period             Purchased       Paid per Share       Plans or Programs           Programs
------------------------ --------------- ------------------- ------------------------ ----------------------
<S>                              <C>                <C>                       <C>                 <C>
April 1 - 30, 2005                1,250              $46.62                    1,250               $724,976
------------------------ --------------- ------------------- ------------------------ ----------------------
May 1 - 31, 2005                  5,850              $46.48                    5,850               $453,075
------------------------ --------------- ------------------- ------------------------ ----------------------
June 1 - 30, 2005                 4,300              $47.03                    4,300               $797,788
------------------------ --------------- ------------------- ------------------------ ----------------------
</TABLE>

               On May 12, 2004, the Board of Directors approved the repurchase
               of up to $1 million of the Company's common stock in a stock
               repurchase program that was set to expire on May 31, 2005. On May
               11, 2005, the Board of Directors approved the renewal of the
               stock repurchase program and authorized the open market
               repurchase of up to $1 million in common stock between June 1,
               2005 and May 31, 2006. At June 30, 2005, approximately $797,788
               may yet be purchased under the new plan.


Item 3.        Defaults upon Senior Securities

               None for the three months ended June 30, 2005.

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

               Three Class 3 Directors of the Company were elected for a term of
               three years each by a vote of the security holders.

                      (a) This matter was submitted to a vote at the Company's
                          Annual Meeting of Stockholders held on April 12, 2005.

                      (b) The name of each director elected at the meeting
                          follows:

                          Jack H. Harry
                          William A. Peery
                          James M. Shuler

               The name of each director whose term of office continued after
               the meeting is listed:

                          L. Allen Bowman
                          Paul A. Duncan
                          Jack M. Lewis


30

<PAGE>

                          Mary G.  Miller
                          James G. Rakes
                          Jeffrey R. Stewart

                      (c) The number of votes cast for or against each nominee
                          is provided below. There were no abstentions and no
                          broker non-votes.

                          Election of Directors


         ------------------------- ---------------------- ---------------------
         Director                        Votes For           Votes Against
         ------------------------- ---------------------- ---------------------

         Jack H. Harry                   2,842,836               29,610
         ------------------------- ---------------------- ---------------------
         William A. Peery                2,843,541               28,905
         ------------------------- ---------------------- ---------------------
         James M. Shuler                 2,858,257               14,189
         ------------------------- ---------------------- ---------------------


Item 5.        Other Information

               None

Item 6.        Exhibits

               See Index of Exhibits.



                                   Signatures

  National Bankshares, Inc. has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

  DATE: August 9, 2005                        NATIONAL BANKSHARES, INC.

                                              /s/ JAMES G. RAKES
                                              -----------------------------
                                              James G. Rakes
                                              Chief Executive Officer


                                              /s/ J. ROBERT BUCHANAN
                                              -----------------------------
                                              J. Robert Buchanan
                                              Chief Financial Officer


31
<PAGE>


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

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

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

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

 10(ii)(B)     Computer software license agreement dated June 18,   (incorporated herein by
               1990, by and between Information Technology, Inc.    reference to Exhibit 10(e) of
               and The National Bank of Blacksburg                  the Annual Report on Form 10-K
                                                                    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
               National Bankshares, Inc. and James G. Rakes         reference to Exhibit 10(iii)(A)
                                                                    of Form 10-Q for the period
                                                                    ended June 30, 2002)

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

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

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

32
<PAGE>

   31(i)       Section 302 Certification of Chief Executive Officer          Page 34

  31(ii)       Section 302 Certification of Chief Financial Officer          Page 35

   32(i)       18 U.S.C. Section 1350 Certification of Chief                 Page 36
               Executive Officer

  32(ii)       18 U.S.C. Section 1350 Certification of Chief                 Page 36
                  Financial Officer
</TABLE>

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


33
<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 quarterly report on Form 10-Q 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: August 9, 2005

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


34
<PAGE>



Exhibit 31(ii)

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

1. I have reviewed this quarterly report on Form 10-Q 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: August  9, 2005

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


35
<PAGE>




Exhibit 32 (i)

                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER
                       PURSUANT TO 18 U.S.C. SECTION 1350

        In connection with the Form 10-Q of National Bankshares, Inc. for the
quarter ended June 30, 2005, I, James G. Rakes, President and Chief Executive
Officer of National Bankshares, Inc. (Principal Executive Officer), 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-Q for the quarter ended June 30, 2005, fully complies with the
requirements of section 13(a) or 15 (d) of the Securities Exchange Act of 1934;
and

        (2)the information contained in such Form 10-Q for the quarter ended
June 30, 2005, 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 FINANCIAL OFFICER
                       PURSUANT TO 18 U.S.C. SECTION 1350

        In connection with the Form 10-Q of National Bankshares, Inc. for the
quarter ended June 30, 2005, I, J. Robert Buchanan, Treasurer (Principal
Financial 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-Q for the quarter ended June 30, 2005, fully complies with the
requirements of section 13(a) or 15 (d) of the Securities Exchange Act of 1934;
and

        (2)the information contained in such Form 10-Q for the quarter ended
June 30, 2005, 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)


36