UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of ~~The~~

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 1328, 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)

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 8.01. Other Events.

On June 1328, 2012, Cardinal Bankshares Corporation (the “Company”) ~~and~~announced ~~its~~that ~~wholly-owned~~it ~~subsidiary,~~has ~~Bank~~reached ofa ~~Floyd~~settlement ~~(the~~agreement ~~“Bank”),~~with ~~issued~~former aBank ~~press~~of ~~release~~Floyd ~~regarding~~executive ~~the~~Henry ~~declaration~~A. ofLogue. aThe ~~cash~~settlement ~~dividend~~agreement onresolves ~~the Company~~Cardinal’s ~~common~~verified ~~stock~~complaint captioned Cardinal Bankshares Corporation v. ~~The~~Henry ~~dividend~~A. isLogue ~~payable~~(Civil onAction ~~June~~No. 307:12-cv-00198l, ~~2012~~and toa ~~shareholders~~related ofcounterclaim, ~~record~~which aswere ofpending ~~June 27,~~in ~~2012~~the U.S. ~~The~~District ~~Company~~Court, ~~and~~Western ~~the~~District ~~Bank~~of ~~also~~Virginia. ~~delivered~~All aclaims ~~letter~~and counterclaims related to the ~~Company’s~~complaint ~~shareholders~~filed onby ~~June 14,~~the ~~2012~~Company ~~regarding~~and ~~the~~its ~~dividend~~bank ~~and~~subsidiary ~~other matters~~against Mr. Logue were dismissed.

~~Copies~~A copy of the press release ~~and~~announcing ~~letter~~the tosettlement ~~shareholders~~is ~~are~~ attached ~~to this report~~ as Exhibit 99.1 ~~and~~to ~~99.2, respectively,~~this report and ~~are~~is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits.

The following ~~exhibits~~exhibit ~~are~~is filed herewith:

ExhibitNo.		Description of Exhibit
99.1		Press ~~Release~~release dated June 1328, 2012.
99.2		Letter to Shareholders dated June 14, 2012

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: June 14, 2012	By:	/s/ Michael D. Larrowe
Dated: June 29, 2012	By:	/s/ J. Alan Dickerson
		Michael D. Larrowe
		J. Alan Dickerson
		President and Chief Executive Officer
		Chief Financial Officer & Vice-President

~~Exhibit~~EXHIBIT ~~Index~~INDEX

ExhibitNo.		Description of Exhibit
99.1		Press ~~Release~~release dated June 1328, 2012.
99.2		Letter to Shareholders dated June 14, 2012

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