EXHIBIT 3



                              AMENDED AND RESTATED

                            ARTICLES OF INCORPORATION

                                       OF

                         VIRGINIA FINANCIAL CORPORATION



                                     I. NAME


         The name of the Corporation is Virginia Financial Corporation.


                                   II. PURPOSE

         The purpose for which the  Corporation is organized is to act as a bank
holding company and to transact any and all lawful business,  not required to be
specifically stated in the Articles of Incorporation, for which corporations may
be incorporated under the Virginia Stock Corporation Act.


                               III. CAPITAL STOCK

         Section 1. The  Corporation  shall have  authority to issue ten million
(10,000,000) shares of Common Stock, par value $5.00 per share.

         Section 2.  Subject to the  provisions  of law,  the  holders of Common
Stock at the time  outstanding  shall be entitled to receive  such  dividends at
such times and in much amounts as the Board of Directors may deem advisable.

         Section 3. In the event of any  liquidation,  dissolution or winding up
(whether  voluntary or  involuntary)  of the  Corporation,  after the payment or
provision  for  payment  in full for all  debts  and  other  liabilities  of the
Corporation , the remaining net assets of the  Corporation  shall be distributed
ratably among the holders of the shares at the time outstanding of Common Stock.

         Section 4. The  holders of Common  Stock  shall be entitled to one vote
per share on all matters as to which a stockholder vote is taken.


                            IV. NO PREEMPTIVE RIGHTS

         No holder of capital stock of the  corporation  of any class shall have
any preemptive right to subscribe to or purchase (i) any shares of capital stock
of the  Corporation,  (ii) any securities  convertible into such shares or (iii)
any  options,   warrants  or  rights  to  purchase  such  shares  or  securities
convertible into any such shares.


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                                  V. DIRECTORS

         Section 1. The Board of  Directors  shall  consist of a minimum of five
(5) and a maximum of fifteen (15)  individuals,  and the number of directors may
be fixed  or  changed  from  time to time  within  such  range  by the  Board of
Directors.

         Section 2. Directors of the  Corporation may be removed with or without
cause upon the affirmative vote of at least two-thirds of the outstanding shares
entitled to vote.

         Section 3. If the  office of any  director  shall  become  vacant,  the
directors at the time in office,  whether or not a quorum, may, by majority vote
of the directors then in office,  choose a successor who shall hold office until
the next annual meeting of stockholders.  Vacancies  resulting from the increase
in the number of directors shall be filled in the same manner.


                VI. SHAREHOLDER APPROVAL OF CERTAIN TRANSACTIONS

         Any amendment of the Corporation's Articles of Incorporation, a plan of
merger  or  share  exchange,  a  transaction   involving  the  sale  of  all  or
substantially all the  Corporation's  assets other than in the regular course of
business and a plan of  dissolution  shall be approved by the vote of a majority
of all the votes entitled to be cast on such  transactions  by each voting group
entitled to vote on the transaction at a meeting at which a quorum of the voting
group is present in person or by proxy,  provided that the  transaction has been
approved and  recommended  by at least eighty  percent (80%) of the directors in
office at the time of such approval and  recommendation.  If the  transaction is
not so approved and recommended,  then the transaction  shall be approved by the
vote of two-thirds or more of all votes entitled to be cast on such transactions
by each voting group entitled to vote on the transaction.


                   VII. LIMIT ON LIABILITY AND INDEMNIFICATION

         Section 1. To the full extent that the Virginia Stock  Corporation Act,
as it exists  on the date  hereof  or may  hereafter  be  amended,  permits  the
limitation or elimination of the liability of directors or officers,  a director
or  officer of the  Corporation  shall not be liable to the  Corporation  or its
shareholders for monetary damages.

         Section 2. To the full extent permitted and in the manner prescribed by
the  Virginia  Stock  Corporation  Act, the  Corporation  shall  indemnify  each
director or officer of the Corporation against liabilities, fines, penalties and
claims  imposed  upon  or  asserted  against  him  (including  amounts  paid  in
settlement)  by reason of having been such  director or officer,  whether or not
then  continuing  so to be, and against all expenses  (including  counsel  fees)
reasonably  incurred  by him in  connection  therewith,  except in  relation  to
matters as to which he shall have been finally  adjudged liable by reason of his
willful  misconduct or a knowing violation of criminal law in the performance of
his  duty as such  director  or  officer.  The  Board  of  Directors  is  hereby
empowered, by majority vote of a quorum of disinterested  directors, to contract
in advance to indemnify any director or officer.

         Section 3. The Board of Directors is hereby empowered, by majority vote
of a quorum of disinterested directors, to cause the Corporation to indemnify or
contract in advance to indemnify  any person not  specified in Section 2 of this
Article  against  liabilities,  fines,  penalties  and  claims  imposed  upon or
asserted against him (including  amounts paid in settlement) by reason of having
been an employee,  agent or consultant of the  Corporation,  whether or not then

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continuing  so  to  be,  and  against  all  expenses  (including  counsel  fees)
reasonably  incurred by him in  connection  therewith,  to the same extent as if
such person were specified as one to whom  indemnification is granted in Section
2.

         Section 4. The  Corporation  may  purchase  and  maintain  insurance to
indemnify it against the whole or any portion of the liability  assumed by it in
accordance with this Article and may also procure insurance,  in such amounts as
the Board of Directors  may  determine,  on behalf of any person who is or was a
director,  officer, employee, agent or consultant of the Corporation against any
liability  asserted  against or incurred by any such person in any such capacity
or arising from his status as such,  whether or not the  Corporation  would have
power to  indemnify  him against such  liability  under the  provisions  of this
Article.

         Section 5. In the event there has been a change in the composition of a
majority of the Board of Directors after the date of the alleged act or omission
with  respect to which  indemnification  is  claimed,  any  determination  as to
indemnification  and  advancement  of  expenses  with  respect  to any claim for
indemnification  made  pursuant to  Sections 2 or 3 of this  Article VI shall be
made by special  legal  counsel  agreed upon by the Board of  Directors  and the
proposed  indemnitee.  If the Board of Directors and the proposed indemnitee are
unable to agree upon such special legal counsel,  the Board of Directors and the
proposed  indemnitee each shall select a nominee,  and the nominees shall select
such special legal counsel.

         Section 6. No amendment,  modification  or repeal of this Article shall
diminish the rights  provided  hereby or diminish  the right to  indemnification
with  respect to any claim,  issue or matter in any then  pending or  subsequent
proceeding  that is based in any  material  respect  on any  alleged  action  or
failure to act occurring before the adoption of such amendment,  modification or
repeal.

         Section 7. Every reference herein to director, officer, employee, agent
or consultant  shall include (i) every director,  officer,  employee,  agent, or
consultant  of the  Corporation  or any  corporation  the majority of the voting
stock of which is owned  directly or indirectly by the  Corporation,  (ii) every
former  director,  officer,  employee,  agent, or consultant of the Corporation,
(iii)  every  person who may have  served at the  request of or on behalf of the
Corporation as a director,  officer,  employee,  agent, consultant or trustee of
another corporation, partnership, joint venture, trust or other entity, and (iv)
in all of such cases, his executors and administrators.

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