FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response... 0.5

(Print or Type Responses)

1. Name and Address of Reporting Person * CARTER JOE M   2. Issuer Name and Ticker or Trading Symbol NEW PEOPLES BANKSHARES INC [NONE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) NEW PEOPLES BANKSHARES, INC., 67 COMMERCE DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 05/05/2006 (Street) HONAKER, VA 24260 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 05/05/2006   M   2,200 A $ 6.82 (1) 8,509 (2) I By spouse Common Stock 05/05/2006   M   275 A $ 9.1 (1) 8,784 (2) I By spouse Common Stock 05/05/2006   M   275 A $ 12.28 (1) 9,059 (2) I By spouse Common Stock               10,142 (2) D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option

$ 6.82 (1)

05/05/2006

M

2,200 (3)

01/01/2002

12/31/2011

Common Stock

2,200 (3)

$ 0

0

I

By spouse

Stock Option

$ 9.1 (1)

05/05/2006

M

275 (3)

01/01/2004

12/31/2013

Common Stock

275 (3)

$ 0

0

I

By spouse

Stock Option

$ 12.28 (1)

05/05/2006

M

275 (3) (4)

12/13/2004

12/13/2014

Common Stock

275 (3) (4)

$ 0

0

I

By spouse

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
CARTER JOE M NEW PEOPLES BANKSHARES, INC. 67 COMMERCE DRIVE HONAKER, VA 24260	X

Signatures

Brenda Pritt, as Attorney in Fact for Joe M. Carter		05/23/2006
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Reflects the exercise price as adjusted for the 10% stock dividend paid on June 7, 2005.
(2)	Reflects increase in share holdings resulting from the 10% stock dividend paid on June 7, 2005.
(3)	Adjusted to reflect the 10% stock dividend paid on June 7, 2005.
(4)	Includes an additional 55 options, adjusted to reflect the 10% stock dividend paid on June 7, 2005, that were inadvertently omitted from the reporting person's Form 4 filed December 15, 2004 to report option award.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.