NATIONAL BANKSHARES INC
8-K, 2000-06-02
NATIONAL COMMERCIAL BANKS
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                     SECURITIES AND EXCHANGE COMMISSION

                           WASHINGTON, D.C. 20549


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

                                  FORM 8-K

                               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.
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               (Exact name of Registrant as specified in its charter)


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


          P.O. Box 90002
          Blacksburg, Virginia                                   24062-9002
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     (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  May  30,  2000, James  G.  Rakes,  Chairman,  President and  Chief
Executive  Officer of the Registrant,  entered into an  agreement to engage
the accounting  firm  of Yount,  Hyde &  Barbour, P.C.  as the  independent
public  accountant to audit  the Registrant's financial  statements for the
fiscal year ending December 31, 2000.  Mr. Rakes entered into the agreement
with Yount, Hyde & Barbour, P.C., pursuant to authority granted to him in a
motion  passed by  the Registrant's  Board of  Directors on  May 10,  2000.
Yount,  Hyde  & Barbour,  P.C.  will  replace the  firm  of  KPMG LLP,  the
independent  accountant  engaged   to  audit  the   Registrant's  financial
statements as of December 31,  1999 and 1998, and for each of  the years in
the two year period ended December 31, 1999.

     In connection with  the audit of the two fiscal  years ending December
31, 1999 and in the  subsequent interim period preceding the engagement  of
Yount, Hyde &  Barbour, P.C., there were no disagreements  with KPMG LLP on
any  matter  of accounting  principles  or  practices, financial  statement
disclosure or  auditing scope  or  procedures, which  disagreements if  not
resolved to their satisfaction would have  caused them to make reference in
connection with their opinion to the subject matter of the disagreement.

     KPMG LLP  did not  resign or  decline to stand  for reelection.   Upon
selection of Yount, Hyde & Barbour, P.C., the Registrant dismissed KPMG LLP
with respect  to  the  audit of  the  Registrant's  consolidated  financial
statements for periods beginning  with the fiscal year ending  December 31,
2000  and  thereafter.   KPMG LLP's  report  on the  consolidated financial
statements as of December 31, 1999  and 1998, and for each of the  years in
the two year period  ended December 31, 1999, contained  no adverse opinion
or disclaimer  of opinion  and was not  qualified as to  uncertainty, audit
scope or accounting principles.

     The Registrant  will be requesting  that KPMG  LLP furnish  it with  a
letter addressed to  the Securities and Exchange Commission stating whether
it agrees with the above statement.

ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS

          Exhibit 16.1  -  Letter from KPMG LLP. *


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*To be filed by amendment.










                                Page 2 of 3<PAGE>





                                 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 2, 2000




































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