FORM 10-QSB/A-1

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

             (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 1999

                                       OR

            [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ________________

Commission File No. 0-21078

                             UNION BANKSHARES, LTD.
             (Exact name of Registrant as specified in its charter)

             DELAWARE                          84-0986148
   ------------------------------           ------------------
   (State of other jurisdiction of            (I.R.S Employer)
    incorporation of organization)           Identification No.)

                1825 LAWRENCE STREET, SUITE 444, DENVER, CO 80202

                    (Address of principal executive offices)
                                   (Zip Code)

                                 (303) 298-5352

              (Registrant's telephone number, including area code)
--------------------------------------------------------------------------
                                   Not Changed
--------------------------------------------------------------------------
Former name, former address and former fiscal year, if changed since last
report.

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past twelve months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. YES X NO .
                                                                   ----- ---

At November 3, 1999, there were 2,364,914 shares of common stock outstanding.

Transitional Small Business Disclosure Format (Check one): YES    NO X
                                                           -----  ----


<PAGE>


                             UNION BANKSHARES, LTD.


                                      INDEX




                                                                           Page
                                                                           ----

PART I - FINANCIAL INFORMATION

     Item 1.     Financial Statements.......................                3


SIGNATURES..................................................                9


                                       2


<PAGE>
<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
SEPTEMBER 30, 1999

UNION BANKSHARES, LTD. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CONDITION


                                                      September 30,    December 31,
                     ASSETS                                1999            1998
                                                      (Unaudited)
                                                      ------------     ------------
<S>                                                   <C>              <C>
Cash and cash equivalents:
   Cash and due from banks                            $ 14,528,000     $ 18,914,000
   Federal funds sold                                    7,200,000       26,505,000
                                                      ------------     ------------
      Total cash and cash equivalents                   21,728,000       45,419,000

   Investment securities:
      Investment securities held to maturity            34,045,000       27,469,000
      Investment securities available for sale         111,728,000       77,594,000
      Other investments                                  1,949,000          988,000
                                                      ------------     ------------
            Total investment securities                147,722,000      106,051,000

   Loans:
      Commercial                                       125,921,000      105,618,000
      Real estate mortgage                               2,743,000        4,101,000
      Real estate construction                          18,008,000       12,881,000
      Consumer                                          22,530,000       24,595,000
                                                      ------------     ------------
            Total loans                                169,202,000      147,195,000
      Less: allowance for loan losses                   (2,762,000)      (2,678,000)
                                                      ------------     ------------
                                                       166,440,000      144,517,000

      Mortgage loans  held-for-sale                             --        4,285,000

      Excess of investment in subsidiary over net
         assets acquired                                 6,765,000        7,169,000
      Furniture, equipment and improvements, net         3,245,000        3,276,000
      Accrued interest receivable                        2,451,000        1,542,000
      Other assets                                       3,537,000        2,318,000
                                                      ============     ============
   TOTAL ASSETS                                       $351,888,000     $314,577,000
                                                      ============     ============

      LIABILITIES AND STOCKHOLDERS' EQUITY

   Deposits:
      Demand (noninterest-bearing)                    $ 85,095,000     $ 78,017,000
      NOW                                               26,865,000       25,852,000
      Money Market                                      82,246,000       65,452,000
      Savings                                           18,702,000       19,221,000
      Time                                              79,251,000       83,108,000
                                                      ------------     ------------
            Total deposits                             292,159,000      271,650,000

   Federal funds purchased                                      --               --

   Notes payable                                        28,600,000       10,000,000
   Guaranteed preferred beneficial interests
      in Company's debentures                           10,304,000       10,304,000
   Accrued interest payable                                338,000          471,000
   Other liabilities                                       976,000        1,808,000
                                                      ------------     ------------
            Total liabilities                          332,377,000      294,233,000


   Stockholders' equity
      Common stock                                           2,000            2,000
      Common stock surplus                               9,673,000        9,678,000
      Retained earnings                                 11,113,000       10,021,000
      Valuation allowance                               (1,277,000)         643,000
                                                      ------------     ------------
            Total stockholders' equity                  19,511,000       20,344,000
                                                      ------------     ------------
   TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY         $351,888,000     $314,577,000
                                                      ============     ============
</TABLE>


                                       3


<PAGE>


<TABLE>
<CAPTION>
    UNION BANKSHARES, LTD.  AND  SUBSIDIARY

    CONSOLIDATED STATEMENTS OF EARNINGS

    (Unaudited)
                                                               Nine months ended               Three months ended
                                                                  September  30,                  September  30,
                                                             ---------------------------     ---------------------------
                                                                    1999            1998            1999            1998
                                                                    ----            ----            ----            ----
<S>                                                          <C>             <C>             <C>             <C>
INTEREST INCOME:
    Interest and fees on loans                               $11,033,000     $ 9,385,000     $ 3,982,000     $ 3,230,000
    Interest on investment securities:
       U.S. government agencies and corporations               5,201,000       2,189,000       1,972,000         783,000
       States and other political subdivisions                 1,020,000       1,018,000         354,000         354,000
    Interest on federal funds sold
       and interest bearing deposits at other banks              334,000         487,000         107,000         228,000
                                                             -----------     -----------     -----------     -----------
            Total interest income                             17,588,000      13,079,000       6,415,000       4,595,000

INTEREST EXPENSE:
    Interest on deposits                                       5,284,000       3,932,000       1,780,000       1,503,000
    Interest on federal funds purchased                          137,000           2,000           7,000               0
    Interest on notes payable                                  1,458,000         582,000         700,000         188,000
                                                             -----------     -----------     -----------     -----------
            Total interest expense                             6,879,000       4,516,000       2,487,000       1,691,000
                                                             -----------     -----------     -----------     -----------
NET INTEREST INCOME BEFORE PROVISION FOR
    LOAN LOSS                                                 10,709,000       8,563,000       3,928,000       2,904,000
PROVISION FOR LOAN LOSS                                          102,000         243,000          55,000          56,000
                                                             -----------     -----------     -----------     -----------
NET INTEREST INCOME AFTER PROVISION FOR
    LOAN LOSS                                                 10,607,000       8,320,000       3,873,000       2,848,000
NONINTEREST INCOME:
    Service charges                                              491,000         292,000         169,000         104,000
    Gain (loss) on sale of securities available for sale         266,000          25,000               0         (10,000)
    Other                                                        531,000         398,000         180,000         151,000
                                                             -----------     -----------     -----------     -----------
            Total non interest income                          1,288,000         715,000         349,000         245,000
                                                             -----------     -----------     -----------     -----------
NONINTEREST EXPENSE:
    Salaries and employee benefits                             5,387,000       4,009,000       1,837,000       1,338,000
    Amortization of investment in subsidiary
       over net assets acquired                                  404,000         170,000         135,000          57,000
    Occupancy and equipment                                    1,513,000       1,095,000         536,000         431,000
    Other                                                      3,023,000       2,273,000         971,000         798,000
                                                             -----------     -----------     -----------     -----------
            Total non interest expense                        10,327,000       7,547,000       3,479,000       2,624,000
                                                             -----------     -----------     -----------     -----------


INCOME BEFORE INCOME TAX EXPENSE                               1,568,000       1,488,000         743,000         469,000
INCOME TAX EXPENSE (Note 3)                                      514,000         240,000         280,000         104,000
                                                             ===========     ===========     ===========     ===========
NET INCOME                                                   $ 1,054,000     $ 1,248,000     $   463,000     $   365,000
                                                             ===========     ===========     ===========     ===========


EARNINGS PER COMMON SHARE BASIC: (Note 4)
    Net income per share                                     $      0.45     $      0.53     $      0.20     $      0.15
                                                             ===========     ===========     ===========     ===========
    Weighted average number of common shares outstanding       2,348,875       2,338,446       2,350,514       2,338,256
                                                             ===========     ===========     ===========     ===========


EARNINGS PER COMMON SHARE DILUTED (Note 4)
    Net income per share                                     $      0.40     $      0.47     $      0.17     $      0.13
                                                             ===========     ===========     ===========     ===========
    Weighted average number of common shares outstanding       2,634,270       2,630,620       2,635,909       2,635,965
                                                             ===========     ===========     ===========     ===========
</TABLE>


                                       4


<PAGE>


<TABLE>
<CAPTION>
UNION BANKSHARES, LTD. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 1999 AND 1998




                                                      Nine months ended               Three months ended
                                                        September 30,                    September 30,
                                                   ----------------------------     ----------------------------
                                                          1999             1998            1999             1998
                                                   -----------      -----------     -----------      -----------
<S>                                                <C>              <C>             <C>              <C>
NET INCOME                                         $ 1,054,000      $ 1,248,000     $   463,000      $   365,000


OTHER COMPREHENSIVE INCOME (LOSS)
  UNREALIZED APPRECIATION (DEPRECIATION) ON
  AVAILABLE-FOR-SALE SECURITIES, NET OF
  INCOME TAXES                                      (2,087,000)         347,000        (340,000)          72,000


LESS: RECLASSIFICATION ADJUSTMENT FOR REALIZED
  (GAIN) LOSSES INCLUDED IN NET INCOME, NET OF
  INCOME TAXES                                         167,000           16,000               0           (6,000)



                                                   ===========      ===========     ===========      ===========
COMPREHENSIVE  INCOME                              $  (866,000)     $ 1,611,000     $   123,000      $   431,000
                                                   ===========      ===========     ===========      ===========
</TABLE>


                                       5


<PAGE>


<TABLE>
<CAPTION>
UNION BANKSHARES, LTD. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1999




(Unaudited)
                                                               September 30,
                                                        ------------------------------
                                                                1999              1998
                                                        ------------      ------------
<S>                                                     <C>               <C>
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES        $ (1,591,000)     $    996,000
                                                        ------------      ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
 Proceeds from maturities of available-for-sale
   securities                                             12,639,000        19,295,000
 Proceeds from maturities of held-to-maturity
   securities                                              5,996,000         5,236,000
 Proceeds from sale of available-for-sale
   securities                                             17,149,000         2,207,000
 Purchase of available-for-sale securities               (75,320,000)      (42,343,000)
 Purchase of  held-to-maturity securities                 (3,958,000)       (3,237,000)
 Purchase of loans held-for-sale                          (9,389,000)      (19,905,000)
 Proceeds from sale of loans held-for-sale                13,674,000        19,602,000
 Purchase of other investments                              (961,000)          (54,000)
 Net (increase) decrease in loans                        (20,674,000)       (5,405,000)
 Purchase of furniture and equipment                        (548,000)         (979,000)
 Proceeds from sale of other real estate owned               150,000                --

                                                        ------------      ------------
Net cash used in investing activities                    (61,242,000)      (25,583,000)
                                                        ------------      ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Increase (decrease) in deposits                          20,509,000        26,987,000
 Increase (decrease) in fed funds purchased                       --                --
 New borrowings long-term debt                            33,600,000                --
 Repayments of long-term debt                            (15,000,000)       (1,000,000)
 Proceeds from issuance of common stock                       33,000            26,000

                                                        ------------      ------------
Net cash provided by financing activities                 39,142,000        26,013,000
                                                        ------------      ------------

Net increase in cash and cash equivalents                (24,486,000)        1,426,000

Cash and cash equivalents, beginning of year              45,419,000        26,714,000
                                                        ------------      ------------
Cash and cash equivalents, end of quarter               $ 21,728,000      $ 28,140,000
                                                        ============      ============
</TABLE>


                                       6


<PAGE>


                      UNION BANKSHARES, LTD. AND SUBSIDIARY

         NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

                               SEPTEMBER 30, 1999



NOTE 1.   BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements have been prepared
in accordance with the instructions to Form 10-QSB and do not include all the
information and note disclosures required by generally accepted accounting
principles for complete financial statements. For further information, refer to
the consolidated financial statements and related footnotes included in the
Company's annual report on Form 10-KSB for the year ended December 31, 1998. In
the opinion of management, the consolidated financial statements presented
herein include all adjustments (consisting of normal recurring accruals)
necessary to present fairly, in all material respects, the consolidated
financial position of Union Bankshares, Ltd. (the "Company") as of September 30,
1999 and the Company's results of operations for the three and nine months ended
September 30, 1999 and 1998, statements of comprehensive income for the three
and nine months ended September 30, 1999 and 1998, and statements of cash flows
for the nine months ended September 30, 1999 and 1998.

Certain reclassifications have been made to the September 30, 1998 Consolidated
Financial Statements to conform to the September 30, 1999 Consolidated Financial
Statements.


NOTE 2.   RESULTS OF OPERATIONS

The results of operations for the three and nine months ended September 30, 1999
and 1998 are not indicative of the results to be expected for the full year.


NOTE 3.   INCOME TAXES

Income taxes are provided for on the liability method, in accordance with
Financial Accounting Standards Board (FASB) Statement No. 109, whereby deferred
assets are recognized for deductible temporary differences and operating loss
and tax credit carryforwards and deferred tax liabilities are recognized for
taxable temporary differences. Temporary differences are defined as the
differences between the reported amounts of assets and liabilities and their tax
basis. Deferred tax assets are reduced by a valuation allowance when, in the
opinion of management, it is more likely than not that some portion or all of
the deferred tax assets will not be realized. Deferred tax assets and
liabilities are adjusted for the effects of changes in the tax laws and rates on
the date of enactment.


                                       7


<PAGE>


NOTE 4.   EARNINGS PER COMMON SHARE

Earnings per common share are computed by dividing net income available for
common stockholders by the weighted average number of shares of common stock
outstanding during the period plus the equivalent number of shares purchasable
under common stock options, if dilutive. Earnings per common share were affected
by 285,395 shares purchasable pursuant to exercisable options during the three
and nine months ended September 30, 1999. Earnings per common share were
affected by 292,174 shares purchasable pursuant to exercisable options during
the three and nine months ended September 30, 1998.


                                       8


<PAGE>

                                   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 thereunto duly authorized.





                                  UNION BANKSHARES, LTD.
                                  (Registrant)






November 16, 1999                  /s/ BRUCE E. HALL
                                  ----------------------------------
                                  Bruce E. Hall
                                  Vice President, Treasurer and
                                  Secretary
                                  (Authorized Officer and Principal
                                  Financial Officer of the Registrant)




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