Exhibit 3
                      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 therefor 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.

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      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:

         (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.

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         (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 as
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 corporations 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 shareholder; 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

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             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 foregoing 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 than 5 percent of the shares of
capital stock of the corporation issued, outstanding and entitled to vote.

             If any of the transactions identified above in this 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 transactions 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.

<PAGE>

             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
transactions, shall, in connection with the exercise of its judgment in
determining what is in the best interest 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.

<PAGE>

      VII. The amount of the total authorized capital stock of said
corporation shall be Five Million Dollars ($5,000,000.00), 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.

      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
persons 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 26847

            Fred M. Riggleman                   Rt. 1, Box 30
                                                Dorcas, WV  26835
                                                (Grant County)

            Harold Roby                         12 Ours Street
                                                Petersburg, WV 26847

            John G. VanMeter                    5 Water Street
                                                Petersburg, WV 26847


            L. Keith Wolfe                      P.O. Box 127
                                                Petersburg, WV 26847
                                                (Grant County)
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      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:   LESLIE A. BARR
                                       LESLIE A. BARR, President



                                 By:   CLARENCE E. PORTER
                                       CLARENCE E. PORTER, Secretary/Treasurer


<PAGE>

ATTEST:

DECEMBER 8, 1997
CLARENCE E. PORTER, Secretary/Treasurer

STATE OF WEST VIRGINIA
CITY/COUNTY OF   GRANT  , to-wit;

      I, SHELLEY R. MONGOLD , a Notary Public, do hereby certify that on
this 8th day of DECEMBER, 1997, personally appeared before me LESLIE A.
BARR, who, being by me first duly sworn, declared that he is the President of
Highlands Bankshares, Inc., that he signed the foregoing document as
President of the Corporation, and that the statements therein contained are
true.
      My commission expires: 3-8-05

                    SHELLEY R. MONGOLD
                      Notary Public


STATE OF WEST VIRGINIA
CITY/COUNTY OF     GRANT    ,to-wit;

      I, SHELLEY R. MONGOLD , a Notary Public, do hereby certify
that on this 8th day of DECEMBER, 1997, personally appeared before me
CLARENCE E. PORTER, who, being by me first duly sworn, declared that he is the
Secretary/Treasurer of Highlands Bankshares, Inc., that he signed the
foregoing document as Secretary/Treasurer of the Corporation, and that
the statements therein contained are true.

       My commission expires:       3-8-05

                    SHELLEY R. MONGOLD
                      Notary Public

      These Restated Articles of Incorporation were prepared by Carla W. Tanner,
Wharton, Aldhizer & Weaver, P.L.C., 100 South Mason Street, P.O. Box 20028,
Harrisonburg, Virginia 22801-7528

CWT/21900/98674