U.S. Securities and Exchange
Commission

Washington, D.C. 20549





Form 10-K/A

(Amendment No. 1)





(Mark One)

|x | Annual Report under Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ------------------------------------------------------------------------------

For the fiscal year ended December 31, 2008

or



| ̈ | Transition Report under Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ----------------------------------------------------------------------------------

For the transition period from  to

Commission file no. 0-28780





Cardinal Bankshares Corporation





|                         |  |                                  
|------------------------ |  | ---------------------------------
|Virginia                 |  | 54-1804471                       
|(State of Incorporation) |  | (IRS Employer Identification No.)

101 Jacksonville Circle

Floyd, Virginia 24091

(Address of Principal
executive offices)

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





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





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.     ̈  Yes    x  No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.     ̈  Yes    x  No

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (229.405 of this chapter) is not contained herein, and will not be contained to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.   ̈.

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



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

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

The aggregate market value of the voting stock held by non-affiliates of the registrant was approximately $11,686,928 as of November 19, 2009.

1,535,733 shares of the Issuers common stock were issued and outstanding as of November 19, 2009.









---

Explanatory Note

This Amendment No. 1 on Form 10-K/A (the Amendment) amends the Annual Report on Form 10-K for the year ended December 31, 2008 of Cardinal Bankshares Corporation (Cardinal
Bankshares), originally filed with the Securities and Exchange Commission (the SEC) on March 19, 2009 (the Original Filing). Cardinal Bankshares is filing the Amendment for the purpose of including additional
disclosure that was inadvertently omitted from the Original Filing under the heading Item9A(T)  Controls and Procedures.

Pursuant to SEC rules, currently dated certifications by our principal executive officer and principal financial officer are filed as exhibits to this Amendment.

Other than as described above, no attempt has been made in this Amendment to modify or update other disclosures presented in the Original Filing, and this Amendment does not reflect events occurring after
the date of the Original Filing or modify or update disclosures, including the exhibits of the Original Filing, affected by subsequent events.



|ITEM 9A(T). | CONTROLS AND PROCEDURES
|----------- | -----------------------

Under the supervision and with the participation of management, including the principal executive officer and the principal financial officer, the Companys management has evaluated the effectiveness of its internal control over
financial reporting as of December 31, 2008 based on the criteria established in a report entitled Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commissionand
the interpretive guidance issued by the Commission in Release No. 34-55929. Based on this evaluation, the Companys management has evaluated and concluded that the Companys internal control over financial reporting was effective as
of December 31, 2008.

The Company is continuously seeking to improve the efficiency and effectiveness of its operations
and of its internal controls. This results in modifications to its processes throughout the Company. However, there has been no change in its internal control over financial reporting that occurred during the Companys most recent fiscal
quarter that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting.

This annual report does not include an attestation report of the Companys independent registered public accounting firm regarding internal control over financial reporting. The Companys registered public accounting firm was not
required to issue an attestation on its internal controls over financial reporting pursuant to temporary rules of the Securities and Exchange Commission.