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 (Date of earliest event reported): May 22, 2012

Cardinal Bankshares Corporation

(Exact name of registrant as specified in its charter)

Virginia

0-28780

54-1804471

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

101 Jacksonville Circle, P.O. Box 215

Floyd, Virginia

24091

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (540) 745-4191

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 23, 2012, Kevin D. Mitchell and G. Harris Warner, Jr. notified Cardinal Bankshares Corporation (the “Company”) of their resignations as directors of the Company effective upon notice. Messrs. Mitchell and Warner were re-elected to the Company’s Board of Directors at the annual meeting of shareholders held on May 22, 2012, but in their notices indicated that they are declining to serve as directors of the Company.

SIGNATURES

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


	CARDINAL BANKSHARES CORPORATION

Dated: May 25, 2012	By:	/s/ J. Alan Dickerson
		J. Alan Dickerson
		Chief Financial Officer & Vice-President

CARDINAL BANKSHARES CORP 8-K