[Cardinal Bankshares Corporation Letterhead]
April 4, 2012
By EDGAR
Christina Chalk, Esq.
Senior Special Counsel
Office of Mergers and Acquisitions
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
| Re: | Cardinal Bankshares Corporation |
| Preliminary Proxy Statement on Schedule 14A |
| Filed on March 14, 2012 |
| File No. 0-28780 |
Dear Ms. Chalk:
In connection with responding to the comments set forth in the staff’s letter dated March 28, 2012 with regard to the above-referenced Preliminary Proxy Statement on Schedule 14A of Cardinal Bankshares Corporation, we hereby acknowledge that:
| • | the company is responsible for the adequacy and accuracy of the disclosure in the filing; |
| • | staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and |
| • | the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Please call the undersigned at (540) 745-4191 or Scott H. Richter of LeClairRyan at (804) 343-4079 if you have any questions.
Very truly yours, |
/s/ Leon Moore |
Leon Moore |
President and Chief Executive Officer |
Cardinal Bankshares Corporation |
| cc: | Douglas W. Densmore, Esq. |
| Scott H. Richter, Esq. |
