Page
                Twenty Three





**Exhibit
      3 (i)**





**RESTATED
      ARTICLES OF INCORPORATION**


**OF**


**HIGHLANDS
      BANKSHARES, INC.**








Pursuant
      to Section 31-1-33 and Section 31-1-110 of the West Virginia Code, HIGHLANDS
      BANKSHARES, INC., a corporation organized and existing under the laws of the
      State of West Virginia, hereby restates its Articles of Incorporation as
      hereinafter set forth:








I.
      The
      undersigned agrees to become a corporation by the name of
      HIGHLANDS    BANKSHARES, INC.





II.
      The
      address of the principal office of said corporation will be located at 3 North
      Main Street, in the City of Petersburg, County of Grant, State of West Virginia,
      26847.





III.
      The
      purpose or purposes for which corporation is formed are as follows:





The
      principal purposes for which the corporation is formed are to purchase, own,
      and
      hold the stock of other corporations, and to do every act and thing covered
      generally by the denomination “holding corporation”, and especially to direct
      the operations of other corporations through the ownership of stock therein;
      to
      purchase, subscribe for, acquire, own, hold, sell, exchange, assign, transfer,
      create security interests in, pledge, or otherwise dispose of shares or voting
      trust certificates for shares of the capital stock issued by any corporation
      organized under the laws of this state or any other state or district or the
      United States, and also bonds, notes, securities and evidences of indebtedness
      of the United States or of any state, district, territory, dependency or country
      or subdivision or municipality thereof; to issue in exchange therefore shares
      of
      the capital stock, bonds, notes or other obligations of this corporation and
      while the owner thereof to exercise all the rights, powers, and privileges
      of
      ownership including the right to vote on any shares of stock or voting trust
      certificate so owned; to promote, lend money to, and guarantee the dividends,
      stocks, bonds, notes, evidences of indebtedness, contracts, or other obligations
      of, and otherwise aid in any manner which shall be lawful, any corporation
      or
      association of which any bonds, stocks, voting trust certificates, or other
      securities or evidences of indebtedness shall be held by or for this
      corporation, or in which, or in the welfare of which, this corporation shall
      have any interest, and to do any acts and things permitted by law and designed
      to protect, preserve, improve, or enhance the value of any such bonds, stocks,
      or other securities or evidences of indebtedness or the property of this
      corporation.  Further, this corporation shall have the power to carry
      on businesses of any character whatsoever which are not prohibited by law or
      required to be stated in these Articles.





IV.
      No
      holder of shares of the stock of any class of this corporation shall have any
      pre-emptive or preferential rights of subscription to any shares of any class
      of
      stock of this corporation, whether now or hereafter authorized, or to any
      obligations of this corporation convertible into stock of this corporation,
      issued or sold, or to any options, warrants or rights to subscribe to any such
      shares.





V.
      Provisions for the regulation of the internal affairs of the corporation
      are:














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                Twenty Four





(a)
      The
      corporation shall indemnify any person who was or is a party or is threatened
      to
      be made a party to any threatened, pending or completed action, suit or
      proceeding, whether civil or criminal, administrative or investigative, by
      reason of the fact that he is or was a director, officer, employee or agent
      of
      the corporation, or is or was serving at the request of the corporation as
      a
      director, officer, employee or agent of another corporation, partnership, joint
      venture, trust, or other enterprise, against expenses (including attorneys’
fees), judgments, fines and amounts paid in settlement actually or reasonably
      incurred by him in connection with such action, suit or proceeding; provided,
      however, no such indemnification shall  be made if such director,
      officer, employee, or agent shall have been determined to be guilty of gross
      negligence or willful misconduct in the performance of his duty as such
      director, officer, employee or agent.  In the absence of a judicial or
      administrative determination of gross negligence or willful misconduct, the
      indemnification shall be made if a determination that no gross negligence or
      willful misconduct exists shall be made by (1) the board of directors by a
      majority vote of a quorum consisting of directors who were not parties to such
      action, suit or proceeding, or (2) if such a quorum is not obtainable, or,
      even
      if obtainable and a quorum of disinterested directors so directs, by independent
      legal counsel in a written opinion, or (3) by the shareholders.  The
      indemnification herein granted shall inure to the benefit of such present or
      former directors, officers, employees and agents and their heirs, executors
      and
      administrators.





(b)
      At
      each election of directors of this corporation every shareholder entitled to
      vote at such election shall have the right to vote, in person or by proxy,
      the
      number of shares owned by such shareholder for a s many persons as there are
      directors to be elected and for whose election such shareholder has the right
      to
      vote, or to cumulate his votes by giving one candidate as many votes as the
      number of such directors multiplied by the number of his shares shall equal,
      or
      by distributing such votes on the same principle among any number of such
      candidates for the Board of Directors of this corporation.





(c)
      No
      director of the corporation shall be removed from his office as a director
      except by the affirmative vote of the holders of at least eighty percent (80%)
      of the shares of the corporation’s capital stock, issued, outstanding and
      entitled to vote.





(d)
      Except as set forth below, the affirmative vote of holders of at least eighty
      percent (80%) of the shares of the corporation’s capital stock, issued,
      outstanding, and entitled to vote shall be required to approve any of the
      following:





1.
      Any
      merger or consolidation of the corporation with or into any other corporation;
      or





2.
      Any
      share exchange in which a corporation, person or entity acquires the issued
      or
      outstanding shares of capital stock of the corporation pursuant to a vote of
      shareholders; or





3.
      Any
      issuance of shares of the corporation that results in the acquisition of control
      of the corporation by any person, firm or corporation or group of one or more
      thereof that previously did not control the corporation; or





4.
      Any
      sale, lease, exchange, mortgage, pledge or other transfer, in one transaction
      or
      a series of transactions, of all, or substantially all, of the assets of the
      corporation to any other corporation, person, or entity; or





5.
      The
      adoption of a plan for the liquidation or dissolution of the corporation
      proposed by any other corporation, person or entity; or





6.
      Any
      proposal in the nature of a reclassification or reorganization that would
      increase the proportionate voting rights of any other corporation, person or
      entity; or





7.
      Any
      transaction similar to, or having similar effect as, any of the forgoing
      transactions, if, in any such case, as of the record date for the determination
      of shareholders entitled to notice thereof and to vote thereon, such other
      corporation, person or entity is the beneficial owner, directly or indirectly,
      of more that 5 percent of the shares of capital stock of the corporation issued,
      outstanding and entitled to vote.














Page
                Twenty Five





If
      any of
      the transactions identified above in the Section V (d) is with a corporation,
      person or entity that is not the beneficial owner, directly or indirectly,
      of
      more than 5 percent of the shares of capital stock of the corporation issued,
      outstanding and entitled to vote, then the affirmative vote of holders of more
      than a majority of the shares of the corporation’s capital stock issued,
      outstanding and entitled to vote shall be required to approve any of such
      transactions.


The
      Board
      of Directors of the corporation shall have the power and duty to determine,
      for
      purposes of this Section V (d) on the basis of information known to the Board,
      if and when such other corporation, person or entity is the beneficial owner,
      directly or indirectly, of more than 5 percent of the shares of capital stock
      of
      the corporation issued, outstanding and entitled to vote and/or if any
      transaction is similar to, or has a similar effect as, any of the transaction
      identified above in this Section V (d).  Any such determination shall
      be conclusive and binding for all purposes of this Section V (d).  The
      provisions of this Section V (d) shall not apply to any transaction which is
      approved in advance by a majority of those Directors (1) who were Directors
      before the corporation, person or entity acquired beneficial ownership of more
      than 5 percent of the shares of capital stock of the corporation and who are
      not
      affiliates of such corporation, person or entity and (2) who became Directors
      at
      the recommendation of the Directors referred to in (1) above.


The
      Board
      of Directors of the corporation, when evaluating any offer of another party
      to
      (1) make a tender or exchange offer for any equity security of the corporation,
      (2) merge or consolidate the corporation with another corporation, (3) purchase
      or otherwise acquire all or substantially all of the properties and assets
      of
      the corporation, or (4) engage in any transaction similar to, or having similar
      effects as, any of the foregoing transaction shall, in connection with the
      exercise of its judgment in determining what is in the best interests of the
      corporation and its shareholders, give due consideration to all relevant
      factors, including without limitation the social and economic effects of the
      proposed transaction on the depositors, employees, suppliers, customers and
      other constituents of the corporation and its subsidiaries and on the
      communities in which the corporation and its subsidiaries operate or are
      located, the business reputation of the other party, and the Board of Directors’
evaluation of the then value of the corporation in a freely negotiated sale
      and
      of the future prospects of the corporation as an independent
      entity.





(e)
      The
      provisions of this Section V (paragraphs (a) through (e), both inclusive) of
      these Articles of Incorporation may not be amended, nor shall any amendment
      be
      adopted which is inconsistent with any of the provisions of such Article V
      hereof except upon the affirmative vote of the holders of at least eighty
      percent (80%) of the shares of the Corporation’s capital stock, issued,
      outstanding and entitled to vote.





VI.
      Commencing with the election of directors at the annual meeting of shareholders
      in 1998, the directors shall be divided into three Classes, A, B, and C, as
      nearly equal in number as possible, following such procedure as shall be
      established by the Board of Directors.  The initial term of office for
      directors in Class A shall expire at the annual meeting of shareholders in
      1999;
      the initial term of office for directors in Class B shall expire at the annual
      meeting of shareholders in 2000; and the initial term of office for directors
      in
      Class C shall expire at the annual meeting of shareholders in
      2001.  As the initial term of office for each Class of directors
      expires in accordance with the schedule previously described, successive
      elections for directors for each Class shall be held at the corresponding annual
      shareholder meeting and, thereafter, upon successive three-year intervals;
      it is
      the intent of this paragraph to establish staggered three-year terms of office
      for three distinct classes of directors A, B, and C.  However, any
      director named between any annual meeting of shareholders shall be for the
      term
      ending with the next annual meeting of shareholders.  If the number of
      directors fixed by the bylaws increases or decreases, all Classes of directors
      shall be increased or decreased as equally as possible.





VII.
      The
      amount of the total authorized capital stock of said corporation shall be Five
      Million Dollars ($5,000,000), which shall be divided into One Million
      (1,000,000) shares of the par value of Five Dollars ($5.00) each.





VIII.
      The
      full name and address of the incorporator is:  Edwin B Roller, Jr.,
      124 Newman Avenue, Harrisonburg, Virginia, 22801.





IX.
      The
      existence of this corporation is to be perpetual.














Page
                Twenty Six





X.
      The
      name and address of the appointed person to whom notice or process may be
      sent:  George B. Moomau, 18 North Main Street, Petersburg, West
      Virginia, 26847.





XI.
      The
      number of directors constituting the initial board of directors of the
      corporation is six, and the names and addresses of the person who are to serve
      as directors until the first annual meeting of shareholders or until their
      successors are elected and shall qualify:





Roy
                S. Harman
            P.O.
                Box 276
              Petersburg,
                WV 26847
              (Grant
                County)George
                B. Moomau
            18
                North Main Street
              Petersburg,
                WV 26847Fred
                M. Riggleman
            Rt.
                1, Box 30
              Dorcas,
                WV 26835
              (Grant
                County)Harold
                Roby
            12
                Ours Street
              Petersburg,
                WV 26847John
                G. Van Meter
            5
                Water Street
              Petersburg,
                WV 26847L.
                Keith Wolfe
            P.O.
                Box 127
              Petersburg,
                WV 26847
              (Grant
                County)





THESE
      RESTATED ARTICLES OF INCORPORATION do correctly set forth without change the
      corresponding provisions of the Corporation’s original Articles of Incorporation
      as heretofore amended, and do supersede the Corporation’s original Articles of
      Incorporation and all amendments thereto.





THESE
      RESTATED ARTICLES OF INCORPORATION are now signed by Leslie A. Barr, President
      and Clarence E. Porter, Secretary/Treasurer, of Highlands Bankshares, Inc.
      a
      corporation organized and existing under the laws of the State of West Virginia,
      under the corporate seal of the corporation hereto affixed and attested by
      Clarence E. Porter, its Secretary/Treasurer this 8th day of
      December,
      1997.





HIGHLANDS
                BANKSHARES, INC.By:
            /s/
                Leslie A. BarrLESLIE
                A. BARR, PresidentBy:
            /s/
                Clarence E. PorterCLARENCE
                E. PORTER, Secretary/Treasurer








ATTEST:/s/
                Clarence E. PorterCLARENCE
                E. PORTER,
                Secretary/Treasurer