| Exhibit 31(ii) |
|----------------|

 

|   | I, J. Robert Buchanan, Treasurer (Chief Financial Officer)                        of National Bankshares, Inc., certify that: |
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|   | 1. | I have reviewed this quarterly report on Form 10-Q of                        National Bankshares, Inc.; |
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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: May        9, 2008

 

| /s/ J. ROBERT BUCHANAN                                   |
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| J. Robert BuchananTreasurer(Principal Financial Officer) |