Exhibit 3


                            AMENDMENTS TO BY-LAWS

                                      OF

                          HIGHLANDS BANKSHARES, INC.


       Highlands Bankshares, Inc. ("Corporation"), a corporation organized
and existing under the laws of the State of West Virginia, pursuant to West
Virginia Code Section 31-1-17 and the By-laws of the Corporation, hereby
adopts, effective December 9, 1997 the following Amendments to the By-laws of
the Corporation which, together with the original By-laws not amended herein,
shall govern the management and operation of the Corporation's business and
the regulation of its affairs, to the extent consistent with the
Corporation's Articles of Incorporation, as amended, and applicable law:

       1.    Section  5 under  Article  I  entitled  "Stockholders"  shall  be
amended to state as follows:

           "Section  5.  ANNUAL   ELECTION  OF  DIRECTORS.   The
             annual meeting of the  stockholders  for the election
             of directors and the  transaction of other  business,
             shall be held at the office of the  corporation  at 3
             North Main Street, in the City of Petersburg,  County
             of Grant,  State of West  Virginia,  or at such other
             place as may be designated by the  President,  on the
             second  Tuesday of April of each year after  December
             9, 1997."

       2.    A new  section,  Section  9,  shall  be  added  under Article II
entitled  "Directors,"  after  Section 8 therein,  and shall state as follows:

            "Section  9.  NUMBER.  The board of  directors  shall
             consist  of not less than  five nor more  than  eight
             directors,  the exact number  within such minimum and
             maximum to be fixed by the board of  directors or the
             stockholders."

       3.    Section 2 under Article IV entitled "Resignations, Filling of
Vacancies, Removal of Directors" shall be amended to state as follows:

             "Section 2.  FILLING OF  VACANCIES.  If the office of
             any director,  member of a committee, or other office
             becomes  vacant,  the directors in office,  except as
             otherwise  provided by law, may appoint any qualified
             person to fill such  vacancy,  who shall hold  office
             until the next  annual  meeting of  stockholders  for
             the  election  of  directors,  and until a  successor
             shall have been elected and have qualified."


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       The  foregoing  amendments  were  approved by the unanimous vote of the
board of directors of the  corporation  at the board's meeting held on December
9, 1997,  the substance of the amendments having been stated in the notice of
such meeting.

       Except to the  extent  amended  above,  the  By-laws of the Corporation
are hereby reaffirmed,  republished and restated as if fully set forth herein.

       NOW THEREFORE,  THESE  AMENDMENTS TO BY-LAWS 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.

DATE:         DECEMBER 8,         , 1997

                                       HIGHLANDS BANKSHARES, INC.


                                 By:   LESLIA A. BARR
                                       LESLIE A. BARR, President


                                 By:   CLARENCE E. PORTER
                                       CLARENCE E. PORTER,
Secretary/Treasurer
46694/1/110899