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U.S. Securities And Exchange Commission

Washington, D.C. 20549



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Form 10-KSB/A



(Mark One)

|x | ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934
|- | -----------------------------------------------------------------------------



For the fiscal year ended December 31, 2003



or



| ̈ | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------



For the transition period from
 to





Commission file no. 0-28780



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Cardinal Bankshares Corporation

(Name of small business issuer in its
charter)



|                                                               |  |                                  
|-------------------------------------------------------------- |  | ---------------------------------
|Virginia                                                       |  | 54-1804471                       
|(State or other jurisdiction of incorporation or organization) |  | (IRS Employer Identification No.)



101 Jacksonville
Circle Floyd, Virginia 24091

(Address of principal executive offices)



Registrants telephone number: (540) 745-4191



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Securities registered pursuant to Section 12(b) of the Act:



None



Securities registered pursuant to Section 12(g) of the Act:



Common Stock, par value $10.00 per share



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



Check if there is no disclosure of delinquent filers in response to Item 405
of regulation S-B is not contained in this form, and no disclosure will be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB.



The issuers revenues for
its most recent fiscal year were $10,748,000.



The aggregate
market value of the voting stock held by non-affiliates of the registrant was approximately $30,533,580 as of March 22, 2004.



1,535,733 shares of the Issuers common stock were issued and outstanding as of March 22, 2004.



Transitional Small Business Disclosure Format. (Check one):
Yes ̈No  x



DOCUMENTS INCORPORATED BY REFERENCE



The annual report to security holders for fiscal year ended December 31, 2003
is incorporated by reference into Form 10-KSB Part II, Items 6 and 7, and Part III, Item 13. The issuers Proxy Statement dated April 9, 2004 is incorporated by reference into Form 10-KSB Part III, Items 9, 10, 11 and 12 and Part IV, Item 14.



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Explanatory Note



This Amendment to the Annual Report on Form 10-KSB of Cardinal Bankshares Corporation as originally filed on March 30, 2004, is being filed
to correct the information included in Documents Incorporated By Reference on the Cover Page of said Form 10-KSB, which referenced the date of the issuers Proxy Statement. The date of the Proxy Statement was inadvertently dated
March 26, 2004 instead of April 9, 2004. There have been no other amendments to the original Form 10-KSB filing beyond correction of the date of the Proxy Statement.



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SIGNATURES



In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



CARDINAL BANKSHARES CORPORATION



| |  |                                                                                     |  |  |  |  |  |                                                                                                       
| |  | ----------------------------------------------------------------------------------- |  |  |  |  |  | ------------------------------------------------------------------------------------------------------
| |  |                                                                                     |  | 
| |  |                                                                                     |  | 
| |  | /s/    Ronald Leon Moore                                                            |  |  |  |  |  | /s/    Ray A. Fleming                                                                                 
| |  |                                                                                     |  |  |  |  |  |                                                                                                       
| |  | Ronald Leon Moore Chairman, President &
Chief Executive Officer Date: April 7, 2004 |  |  |  |  |  | Ray A. Fleming Executive Vice President, Comptroller
& Principal Financial Officer Date: April 7,
2004



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