U.S. Securities and Exchange Commission

Washington, D.C. 20549





Form 10-K





(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 $13,820,692 as of February 27, 2009.

1,535,733 shares of the Issuers common stock were issued and outstanding as of March 10, 2009.









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DOCUMENTS INCORPORATED BY REFERENCE

The annual report to security holders for fiscal year ended December 31, 2008 is incorporated by reference into Form 10-K Part II, Items 6, 7 and 8, and Part III, Item 15. The issuers Proxy Statement
dated March 26, 2009 is incorporated by reference into Form 10-K Part III, Items 10, 11, 12, 13 and 14.

PART I



|ITEM 1. | BUSINESS
|------- | --------



| | (A) | BUSINESS DEVELOPMENT
| | --- | --------------------

Cardinal Bankshares Corporation
(Cardinal or the Company) was incorporated as a Virginia corporation on March 12, 1996 to acquire the stock of Bank of Floyd (the Bank). The Bank was acquired by the Company on June 30, 1996.

The Bank was organized as a state chartered bank on February 24, 1951 through the consummation of a plan of consolidation between two state
chartered community banks then operating in Floyd County, Virginia.

The Bank and its wholly owned subsidiary, FBC, Inc., are incorporated
and operate under the laws of the Commonwealth of Virginia. As a state chartered Federal Reserve member, the Bank is subject to regulation by the Virginia Bureau of Financial Institutions and the Federal Reserve. FBC, Inc.s assets and
operations consist primarily of minority interests in title insurance companies.



| | (B) | DESCRIPTION OF THE BUSINESS
| | --- | ---------------------------

The principal business of the
Company and Bank is to provide comprehensive individual and corporate banking services through the Banks main office in Floyd, Virginia, and branch offices in Hillsville, Christiansburg, Roanoke, Salem, Willis and Fairlawn, Virginia. The
Banks wholly owned subsidiary, FBC, Inc., has interests in Virginia Title Center, LLC as well as Virginia Bankers Insurance Center, LLC, both of which act as title insurance companies. FBC, Inc. also has an interest in VBA Investment Services,
LLC.



| | (1) | SERVICES
| | --- | --------

The Bank is a full service retail commercial
bank offering a wide range of services, including demand and time deposits as well as installment, mortgage and other consumer lending services. The Bank makes seasonal and term commercial loans, both alone and in conjunction with other banks or
governmental agencies.



| | (2) | COMPETITIVE CONDITIONS
| | --- | ----------------------

The bank business is highly
competitive. The Company competes as a financial intermediary with other commercial banks, savings and loan associations, credit unions and money market mutual funds operating in its trade area and elsewhere. As of December 31, 2008, there were
three commercial banks (one of which is the Bank) operating a total of three offices in Floyd County, Virginia. The two competing institutions are not locally owned.

Floyd County generates approximately 60% of the Banks total deposits. In the other parts of the Banks trade area (the Virginia counties of Roanoke, Montgomery, Carroll and Pulaski and the Cities of Roanoke
and Salem, Virginia), there are a number of locally owned community banks, statewide banking organizations, and affiliate banks of southeast regional bank holding companies in operation.



1



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| | (3) | CUSTOMERS
| | --- | ---------

Deposits are derived from a broad base of
customers in its trade area. No material portion of deposits have been obtained from a single person or a few persons (including Federal, State, and local governments and agencies thereunder), the loss of which would have a materially adverse effect
on the business of the Bank.

The majority of loans, commitments to extend credit, and standby letters of credit have been granted to
customers in the Companys market area. The majority of such customers are also depositors. The Company generally does not extend credit to any single borrower or group of related borrowers in excess of approximately $2.7 million. Although the
Company has a reasonably diversified loan portfolio, it has a loan concentration relating to nonresidential buildings and real estate land developers. Total loans to this group amounted to approximately $31.4 million at December 31, 2008 and
approximately $26.9 million at December 31, 2007. In addition, the Company has loan concentrations relating to hotels and motels. Total loans to this group amounted to approximately $15.5 million at December 31, 2008 and approximately
$12.7 million at December 31, 2007.



| | (4) | RIGHTS
| | --- | ------

No patents, trademarks, licenses, franchises or
concessions held are of material significance to the Company.



| | (5) | NEW SERVICES
| | --- | ------------

The Company has expended no material dollars
on research activities relating to new lines of business in the last two years.



| | (6) | ENVIRONMENTAL LAWS
| | --- | ------------------

Compliance with Federal, State, or
Local provisions regulating the discharge of materials into the environment has not had, nor is it expected to have in the future, a material effect upon the Companys capital expenditures, earnings or competitive position.



| | (7) | EMPLOYEES
| | --- | ---------

The Bank had 31 officers, 51 full-time
employees and 7 part-time employees as of December 31, 2008.



|ITEM 1A. | RISK FACTORS
|-------- | ------------

Under the newly created filer category of
smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, the Company is not required to provide information requested by Part I, Item 1A of its Form 10-K.



|ITEM 1B. | UNRESOLVED STAFF COMMENTS
|-------- | -------------------------

NONE



|ITEM 2. | PROPERTIES
|------- | ----------

The present headquarters of the Company consists of a
three-story brick building, with approximately 21,200 square feet of floor space located at 101 Jacksonville Circle, Floyd, Virginia. The Bank also owns its branch offices in Hillsville, Christiansburg, Roanoke, and Fairlawn Virginia, which have
drive-up facilities. The Banks Willis, Virginia and Salem, Virginia offices operate from a leased facility.

The Bank also owns a three-story brick
building adjacent to its main office which serves as the Banks conference room, training room and which provides space for expansion of the financial services now offered.



2



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|ITEM 3. | LEGAL PROCEEDINGS
|------- | -----------------

The Company was named as a defendant in a
complaint filed by its former Chief Financial Officer Dave Welch with the United States Department of Labor (DOL) under Section 806 of the Sarbanes-Oxley Act. Mr. Welch alleged in his complaint that his termination in October
2002 by the Companys Board of Directors violated the Act. He sought reinstatement, back pay and damages. The Company maintained that the independent members of its Board of Directors terminated Mr. Welch lawfully because he refused to
comply with the directives of the Audit Committee in their attempt to investigate Mr. Welchs own allegations related to the Companys financial reporting. The Audit Committee, after full investigation, later concluded that
Mr. Welchs allegations had no merit. The Boards decision was initially upheld by the DOL. Mr. Welch appealed the decision. A DOL Administrative Law Judge reversed the earlier decision in the Companys favor and entered a
decision in favor of Mr. Welch in January 2004. The Company filed a petition for review with the Administrative Review Board of the DOL (ARB) and on May 31, 2007, the ARB reversed the decision of the Administrative Law Judge
and entered the final order of the DOL in favor of the Company. Mr. Welch appealed the DOLs decision to the United States Court of Appeal for the Fourth Circuit on July 19, 2007. On August 5, 2008 the Fourth Circuit denied
Mr. Welchs appeal and affirmed the DOLs decision in favor of the Company. On September 19, 2008 Mr. Welch petitioned the Fourth Circuit for a rehearing. On October 3, 2008 the Fourth Circuit denied
Mr. Welchs petition and confirmed its earlier decision in favor of the Company. On January 5, 2009 Mr. Welch filed a petition for a writ of certiorari with the U.S. Supreme Court seeking a review of the Fourth Circuits
decision in the Companys favor. The Company intends to oppose the granting of the petition.



|ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
|------- | ---------------------------------------------------

No matters
were submitted to a vote of security holders during the fourth quarter of the fiscal year covered by this report.

PART II



|ITEM 5. | MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|------- | ------------------------------------------------------------------------------------------------------------



| | (A) | The Companys stock is traded on the OTC Bulletin Board under the symbol CDBK. The following table shows the trading ranges of the Common Stock for the previous five years.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|     |  |      |       |     |   |      
|---- |  | ---- | ----- | --- | - | -----
|Year |  | High |       | Low
|2008 |  | $    | 19.00 |     | $ | 10.80
|2007 |  | $    | 20.15 |     | $ | 18.00
|2006 |  | $    | 21.50 |     | $ | 19.10
|2005 |  | $    | 23.50 |     | $ | 20.00
|2004 |  | $    | 25.00 |     | $ | 19.90

The approximate number of holders of the Banks 1,535,733 Common Stock Securities as of
December 31, 2008, is 640.



| | (C) | Dividends paid for 2008 were $0.61 and 2007 were $0.60 per share owned. The Companys ability to declare and pay dividends in the future is dependent upon its consolidated net
income, fiscal and general business condition. Subject to these considerations, as well as, laws and regulations governing the payment of dividends, the Company may declare dividends at the discretion of the Board of Directors only. The Company
currently expects that dividends will continue to be paid in the foreseeable future.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



3



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|ITEM 6. | SELECTED FINANCIAL DATA
|------- | -----------------------

The information required by Item 6 of
Form 10-K appears in the Companys 2008 Annual Report to Stockholders and is incorporated herein by reference.



|ITEM 7. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
|------- | ------------------------------------------------------------------------------------

The information required by Item 7 of Form 10-K appears in the Companys 2008 Annual Report to Stockholders and is incorporated herein by reference.



|ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|-------- | ----------------------------------------------------------

Under
the newly created filer category of smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, the Company is not required to provide information requested by Part II., Item 7A. of its Form 10-K.



|ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|------- | -------------------------------------------

The information
required by Item 8 of Form 10-K appears in the Companys 2008 Annual Report to Stockholders and is incorporated herein by reference.



|ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|------- | ------------------------------------------------------------------------------------

NONE



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

Our Chief Executive
Officer and Chief Financial Officer have evaluated the effectiveness of the design and operation of our disclosure controls and procedures in accordance with Rule 13a-14 of the Securities Exchange Act of 1934 (the Exchange Act). Based on
the evaluation, the Chief Executive Officer and Principal Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective in enabling us to record, process, summarize and
report in a timely manner the information required to be disclosed in reports we file under the Exchange Act.

No change in our internal
control over financial reporting occurred during our fourth quarter of 2008 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Managements Annual Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in the Exchange
Act Rules 13a-15(f).A system of internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes
in accordance with generally accepted accounting principles.



|ITEM 9B. | OTHER INFORMATION
|-------- | -----------------

NONE



4



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PART III



|ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|-------- | ------------------------------------------------------

The
information required by Item 10 of Form 10-K appears in the Companys Proxy Statement for the 2009 Annual Meeting and is incorporated herein by reference.



|ITEM 11. | EXECUTIVE COMPENSATION
|-------- | ----------------------

The information required by Item 11 of
Form 10-K appears in the Companys Proxy Statement for the 2009 Annual Meeting and is incorporated herein by reference.



|ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|-------- | ----------------------------------------------------------------------------------------------

The information required by Item 12 of Form 10-K appears in the Companys Proxy Statement for the 2009 Annual Meeting and is incorporated herein by reference.



|ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
|-------- | ----------------------------------------------

The information
required by Item 13 of Form 10-K appears in the Companys Proxy Statement for the 2009 Annual Meeting and is incorporated herein by reference.



|ITEM 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES
|-------- | --------------------------------------

The information required by
Item 14 of Form 10-K appears in the Companys Proxy Statement for the 2009 Annual Meeting and is incorporated herein by reference.



5



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PART IV



|ITEM 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|-------- | ---------------------------------------



| | (a) | The following documents are filed as part of the report:
| | --- | --------------------------------------------------------



|   |  |                                                                                                                                                                  |  |                                                                                                             |  | 
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------- |  | 
|   |  |                                                                                                                                                                  |  | PageNumber                                                                                                 
|1. |  | Financial Statements:                                                                                                                                            |  |                                                                                                            
|   |  |                                                                                                                                                                 
|   |  | Report of Independent Registered Public Accounting Firm                                                                                                          |  | 11                                                                                                         
|   |  |                                                                                                                                                                 
|   |  | Consolidated Balance Sheets - December 31, 2008 and 2007                                                                                                         |  | 12                                                                                                         
|   |  |                                                                                                                                                                 
|   |  | Consolidated Statements of Income -Years ended December 31, 2008, 2007 and 2006                                                                                  |  | 13                                                                                                         
|   |  |                                                                                                                                                                 
|   |  | Consolidated Statements of Stockholders Equity - Years ended December 31, 2008, 2007 and
2006                                                                   |  | 14                                                                                                         
|   |  |                                                                                                                                                                 
|   |  | Consolidated Statements of Cash Flows  Years ended December 31, 2008, 2007 and 2006                                                                             |  | 15                                                                                                         
|   |  |                                                                                                                                                                 
|   |  | Notes to Consolidated Financial Statements                                                                                                                       |  | 16                                                                                                         
|   |  |                                                                                                                                                                 
|2. |  | Financial Statement Schedules:                                                                                                                                   |  |                                                                                                            
|   |  |                                                                                                                                                                 
|   |  | All schedules are omitted as the required information is inapplicable or the information is presented in the Consolidated Financial
Statements or related notes. |  |                                                                                                            
|   |  |                                                                                                                                                                 
|3. |  | Exhibits:                                                                                                                                                        |  |                                                                                                            
|   |  |                                                                                                                                                                  | 
|   |  | 13.1                                                                                                                                                             |  | 2008 Annual Report to Stockholders                                                                          |  | 
|   |  |                                                                                                                                                                  | 
|   |  | 14                                                                                                                                                               |  | Code of Ethics for Senior Officers to Rule 13a-14(a)                                                        |  | 
|   |  |                                                                                                                                                                  | 
|   |  | 31.1                                                                                                                                                             |  | Certification of Chief Executive Officer pursuant to Rule 13a-14(a)                                         |  | 
|   |  |                                                                                                                                                                  | 
|   |  | 31.2                                                                                                                                                             |  | Certification of Principal Financial Officer pursuant to Rule 13a-14(a)                                     |  | 
|   |  |                                                                                                                                                                  | 
|   |  | 32                                                                                                                                                               |  | Certification of Chief Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350 |  | 



| | (b) | REPORTS ON FORM 8-K filed during the fourth quarter of 2008:
| | --- | ------------------------------------------------------------

On December 15, 2008, the Company filed a report on Form 8-K to announce its semi-annual dividend payable on December 31, 2008 to stockholders of record as of December 26, 2008.

FINANCIAL STATEMENT SCHEDULES

See
Item 15(a) 2 above.



6



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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/ J. Alan Dickerson        |  | 
|Ronald Leon Moore               |  |  |  | J. Alan Dickerson            |  | 
|Chairman, President &           |  |  |  | Vice President, Controller & |  | 
|Chief Executive Officer         |  |  |  | Chief Financial Officer      |  | 
|Date: March 11, 2009            |  |  |  | Date: March 11, 2009         |  | 

In accordance with the Exchange Act, this report has to be signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.



|                              |  |                                        |  |               
|----------------------------- |  | -------------------------------------- |  | --------------
|Signature                     |  | Title                                  |  | Date          
|                              |  |                                       
|/s/Ronald Leon Moore          |  | Director, Chairman, President &        |  | March 11, 2009
|Ronald Leon Moore             |  | Chief Executive Officer                |  |               
|                              |  |                                       
|/s/Joseph Howard Conduff, Jr. |  | Director & Chairman of Audit Committee |  | March 11, 2009
|Joseph Howard Conduff, Jr.    |  |                                        |  |               
|                              |  |                                       
|/s/ W. R. Gardner, Jr.        |  | Director                               |  | March 11, 2009
|W. R. Gardner, Jr.            |  |                                        |  |               
|                              |  |                                       
|/s/Kevin D. Mitchell          |  | Director                               |  | March 11, 2009
|Kevin D. Mitchell             |  |                                        |  |               
|                              |  |                                       
|/s/A. Carole Pratt            |  | Director                               |  | March 11, 2009
|A. Carole Pratt               |  |                                        |  |               
|                              |  |                                       
|/s/G. Harris Warner, Jr.      |  | Director                               |  | March 11, 2009
|G. Harris Warner, Jr.         |  |                                        |  |               



7



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INDEX TO EXHIBITS



|            |  |                                                                                                                                                                                                                                         
|----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                             
|13.1        |  | 2008 Annual Report to Stockholders (Such Report, except to the extent incorporated herein by reference, is being furnished for the information of the Commission only and is not deemed to be
filed as part of this Report on Form 10-K)
|            | 
|14          |  | Code of Ethics for Senior Officers to Rule 13a-14(a)                                                                                                                                                                                    
|            | 
|31.1        |  | Certification of Chief Executive Officer pursuant to Rule 13a-14(a)                                                                                                                                                                     
|            | 
|31.2        |  | Certification of Principal Financial Officer pursuant to Rule 13a-14(a)                                                                                                                                                                 
|            | 
|32          |  | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350                                                                                                                                 



8