UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 --------------

                                    FORM 8-K
                                 CURRENT REPORT
                         PURSUANT TO SECTION 13 OR 15(d)
                                     OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                                  -------------

  Date of Report: January 24, 2005             Commission File Number: 0-15204

                            National Bankshares, Inc.
- -------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)


        Virginia                                        54-1375874
  ---------------------                          -----------------------
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)


     101 Hubbard Street
     Blacksburg, VA 24060
- -----------------------------
(Address of principal executive offices)

Registrant's telephone number, including area code (540) 951-6300
                                                   --------------





                                Page 1 of 2 Pages



ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE

        On January 24, 2005, National Bankshares, Inc. issued a press release
announcing earnings for 2004. A copy of the press release is attached as Exhibit
99.1.


Exhibit
99.1    National Bankshares, Inc. Press
        Release dated January 24, 2005.



                                    SIGNATURE

        Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                    NATIONAL BANKSHARES, INC.


Date:    January 24, 2005                 By:   /s/JAMES G RAKES
      -----------------------             -----------------------
                                          James G. Rakes
                                          Chairman
                                          President and Chief Executive Officer




                                               Page 2 of 2 Pages