NATIONAL BANKSHARES INC
8-K/A, 2000-06-09
NATIONAL COMMERCIAL BANKS
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                     SECURITIES AND EXCHANGE COMMISSION

                           WASHINGTON, D.C. 20549


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

                                 FORM 8-K/A
                             (Amendment No. 1)

                               CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF

                         THE SECURITIES ACT OF 1934

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



Date of Report (Date of Earliest Event Reported):  May 30, 2000



                         NATIONAL BANKSHARES, INC.
---------------------------------------------------------------------------
           (Exact name of Registrant as specified in its charter)


  Virginia                    0-15204                   54-1375874
---------------------------------------------------------------------------
(State or other               (Commission               (IRS Employer
jurisdiction of               File Number)              Identification No.)
incorporation )


          P.O. Box 90002
          Blacksburg, Virginia                                   24062-9002
---------------------------------------------------------------------------
     (Address of principal executive offices)                    (Zip Code)


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










                                Page 1 of 3<PAGE>





ITEM 4.   CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

     On  June 2, 2000,  the Registrant filed  a Current Report  on Form 8-K
dated May  30, 2000, to report  a change in its  certifying accountant from
KPMG LLP  to Yount Hyde & Barbour,  P.C.  The Registrant  provided KPMG LLP
with that Form 8-K and  requested that KPMG LLP furnish a  letter addressed
to  the Securities and Exchange  Commission stating whether  it agrees with
the statements made  in the Form 8-K.  The letter  from KPMG LLP responding
to the request is included as Exhibit 16.1 to this Form 8-K/A.


ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS

     Exhibit 16.1   Letter from KPMG LLP.





                                 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.



                                   By: /s/James G. Rakes
                                   -------------------------------
                                        James G. Rakes
                                        Chairman
                                        President & CEO

June 9, 2000


















                                Page 2 of 3<PAGE>





EXHIBIT 16.1






June 5, 2000




Securities and Exchange Commission
Washington, DC 20549


Ladies and Gentlemen:

We were previously principal accountants for National Bankshares, Inc. and,
under  the date  of  February 11,  2000, we  reported  on the  consolidated
financial statements  of National Bankshares,  Inc. and subsidiaries  as of
and for the years ended  December 31, 1999 and 1998.  On May  30, 2000, our
appointment as principal accountants was terminated.  We have read National
Bankshares, Inc.'s statements included under  Item 4 of its Form  8-K dated
May 30, 2000, and we agree with such statements, except that  we are not in
a  position to agree or disagree with National Bankshares, Inc.'s statement
that  the change was  made pursuant to  authority granted  to the chairman,
president  and chief  executive  officer in  a  motion passed  by  National
Bankshares, Inc.'s board of directors on May 10, 2000.

Very truly yours,

/s/  KPMG LLP



















                                Page 3 of 3<PAGE>



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