CARDINAL BANCSHARES INC
15-12G, 1997-09-30
NATIONAL COMMERCIAL BANKS
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<PAGE>   1
                                 UNITED STATES
                          OFFICE OF THRIFT SUPERVISION
                             WASHINGTON, D.C. 20552

                                    FORM 15

CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(G) OF
THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER
SECTIONS 13 AND 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934.

                          Cardinal Bancshares, Inc.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


         400 East Vine Street, Suite 300, Lexington, Kentucky 40507
- --------------------------------------------------------------------------------
(Address, including zip code, and telephone number, including area code, of
                  registrant's principal executive offices)


                          Common Stock, no par value 
- --------------------------------------------------------------------------------
          (Title of each class of securities covered by this Form)


                                    None
- --------------------------------------------------------------------------------
 (Title of all other classes of securities for which a duty to file reports
                    under section 13(a) or 15(d) remains)




         Please place an X in the box(es) to designate, the appropriate rule 
provision(s) relied upon to terminate or suspend the duty to file reports:

<TABLE>

                 <S>                               <C>                       <C>
                 Rule 12g-4(a)(1)(i) X             Rule 12h-3(b)(1)(i)          
                                     --                                      --
                 Rule 12g-4(a)(1)(ii)              Rule 12h3(b)(1)(ii)          
                                     --                                      --
                 Rule 12g-4(a)(2)(i)               Rule 12h-3(b)(2)(i)         
                                     --                                      --
                 Rule 12g-4(a)(2)(ii)              Rule 12h-3(b)(2)(ii)      
                                     --                                      --
                                                   Rule 15d-6                  
                                                                             --
</TABLE>

         Approximate number of holders of record as of the certification or
notice date:    1
            --------

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

         Pursuant to the requirements of the Securities Exchange Act of 1934,
Cardinal Bancshares, Inc. has caused this certification/notice to be signed on
its behalf by the undersigned duly authorized person.

                                         Cardinal Bancshares, Inc.


Date:    9/30/97                         By:    /s/ John S. Penn   
     -------------                           --------------------------
                                                    John S. Penn
                                                    Chief Executive Officer


Instruction:  This form is required by Rules 12g-4, 12h-3 and 15d-6 of the
General Rules and Regulations under the Securities Exchange Act of 1934.  The
registrant shall file with the Commission three copies of Form 15, one of which
shall be manually signed.  It may be signed by an officer of the registrant, by
counsel or by any other duly authorized person. The name and title of the person
signing the form shall be typed or printed under the signature.




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