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:  February 14, 2007            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 5.02  DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION
               OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS

Departure of Directors under Item 5.02 (b).

National Bankshares, Inc. announces that, because of his planned retirement,
Jeffrey R. Stewart will not stand for re-election to the Company's Board of
Directors at the Annual Meeting of Stockholders scheduled for April 10, 2007.





                                    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:  February 14, 2007            By:   /s/ James G. Rakes
                                         ---------------------------------------
                                          James G. Rakes
                                          Chairman
                                          President and Chief Executive Officer







                                Page 2 of 2 Pages