Exhibit 3(i)

Article VI of the Restated Articles of Incorporation was amended as follows:

The amount of total authorized capital stock of the corporation 
shall be Seventy-One Million shares, consisting of Seventy Million shares of 
Common Stock with a par value of Ten Dollars ($10.00) per share and One 
Million shares of Preferred Stock with a par value of Ten Dollars ($10.00) 
per share.



Complete copy of the Restated Articles of Incorporation as 
amended:






                              RESTATED

                      ARTICLES OF INCORPORATION

                                OF

                      ONE VALLEY BANCORP, INC.


       

ARTICLE I

       The name of the Corporation shall be One Valley Bancorp, Inc.

ARTICLE II

       The address of the principal office of said corporation will be One 
Valley Square, in the City of Charleston, in the County of Kanawha and State 
of West Virginia, 25326.  

ARTICLE III

       The purpose or purposes for which this corporation is formed are as 
follows:  To transact any or all lawful business for which corporations may 
be incorporated under the corporation laws of the State of West Virginia.  

ARTICLE IV

       No shareholder or other person shall have any preemptive rights 
whatsoever.  

ARTICLE V

                  Provisions for the Regulation of the
                  Internal Affairs of the Corporation

       A.       Indemnification.  Each person who was or is a party or is 
threatened to be made a party to or is involved (including, without 
limitation, as a witness or deponent) in any threatened, pending or 
completed action, suit or proceeding, whether civil, criminal, 
administrative, investigative or otherwise in nature ("Proceeding"), by 
reason of the fact that he or she, or a person of whom he or she is the 
legal representative, is or was a director or officer of the corporation or 
is or was serving at the written request of the corporation's board of 
directors, president or their delegate as a director, officer, employee or 
agent of another corporation, partnership, joint venture, trust or other 
enterprise, including service with respect to employee benefit plans, 
whether the basis of such Proceeding is alleged action or omission in an 
official capacity as a director, officer, trustee, employee or agent or in 
any other capacity, shall be indemnified and held harmless by the 
corporation to the fullest extent authorized by law, including but not 
limited to the West Virginia Code, as the same exists or may hereafter be 
amended (but, in the case of any such amendment, only to the extent that 
such amendment permits the corporation to provide broader indemnification 
rights than said Code permitted the corporation to provide prior to such 
amendment), against all expenses, liability and loss (including, without 
limitation, attorneys' fees and disbursements, judgments, fines, ERISA or 
other similar or dissimilar excise taxes or penalties and amounts paid or to 
be paid in settlement) incurred or suffered by such person in connection 
therewith; provided, however, that the corporation shall indemnify any such 
person seeking indemnity in connection with a Proceeding (or part thereof) 
initiated by such person only if such Proceeding (or part thereof) was 
authorized by the Board of Directors of the corporation; provided, further, 
that the corporation shall not indemnify any person for civil money 
penalties or other matters, to the extent such indemnification is 
specifically not permissible pursuant to federal or state statute or 
regulation, or order or rule of a regulatory agency of the federal or state 
government with authority to enter, make or promulgate such order or rule.  
Such right shall include the right to be paid by the corporation expenses, 
including, without limitation, attorneys' fees and disbursements, incurred 
in defending or participating in any such Proceeding in advance of its final 
disposition; provided, however, that the payment of such expenses in advance 
of the final disposition of such Proceeding shall be made only upon delivery 
to the corporation of an undertaking, by or on behalf of such director or 
officer, in which such director or officer agrees to repay all amounts so 
advanced if it should be ultimately determined that such person is not 
entitled to be indemnified under this Article or otherwise.  The termination 
of any Proceeding by judgment, order, settlement, conviction, or upon a plea 
of nolo contendere or its equivalent, shall not, of itself, create a 
presumption that the person did not act in good faith and in a manner which 
he reasonably believed to be in or not opposed to the best interest of the 
corporation, or that such person did have reasonable cause to believe that 
his conduct was unlawful.

       B.       Right of Claimant to Bring Suit.  If a claim under this 
Article is not paid in full by the corporation within thirty days after a 
written claim therefor has been received by the corporation, the claimant 
may at any time thereafter bring suit against the corporation to recover the 
unpaid amount of the claim and, if successful, in whole or in part, the 
claimant shall be entitled to be paid also the expense of prosecuting such 
claim.  It shall be a defense to any such action (other than an action 
brought to enforce a claim for expenses incurred in defending or 
participating in any Proceeding in advance of its final disposition where 
the required undertaking has been tendered to the corporation) that the 
claimant has not met the standards of conduct which make it permissible 
under the applicable law for the corporation to indemnify the claimant for 
the amount claimed, but the burden of proving such defense shall be on the 
corporation.

       Neither the failure of the corporation (including its Board of 
Directors, independent legal counsel, or its shareholders) to have made a 
determination prior to the commencement of such action that indemnification 
or reimbursement of the claimant is permitted in the circumstances because 
he or she has met the applicable standard of conduct, nor an actual 
determination by the corporation (including its Board of Directors, 
independent legal counsel, or its shareholders) that the claimant has not 
met such applicable standard of conduct, shall be a defense to the action or 
create a presumption that the claimant has not met the applicable standard 
of conduct.

       C.       Contractual Rights: Applicability.  The right to be 
indemnified or to the reimbursement or advancement of expenses pursuant 
hereto (i)  is a contract right based upon good and valuable consideration, 
pursuant to which the person entitled thereto may bring suit as if the 
provisions hereof were set forth in a separate written contract between the 
corporation and the director or officer, (ii) is intended to be retroactive 
and shall be available with respect to events occurring prior to the 
adoption hereof, and (iii) shall continue to exist after the rescission or 
restrictive modification hereof with respect to events occurring prior 
thereto.

       D.       Requested Service.  Any director or officer of the 
corporation serving, in any capacity, (i) another corporation of which five 
percent (5%) or more of the shares entitled to vote in the election of its 
directors is held by the corporation, or (ii) any employee benefit plan of 
the corporation or of any corporation referred to in clause (i), shall be 
deemed to be doing so at the request of the corporation.

E.       Non-Exclusivity of Rights.  The rights conferred on any 
person hereunder shall not be exclusive of and shall be in addition to any 
other right which such person may have or may hereafter acquire under any 
statute, provision of the Certificate of Incorporation, Bylaws, agreement, 
vote of shareholders or disinterested directors or otherwise.

       F.       Insurance.  The corporation may purchase and maintain 
insurance, at its expense, to protect itself and any director, officer, 
employee or agent of the corporation or another corporation, partnership, 
joint venture, trust or other enterprise against such expense, liability or 
loss, whether or not the corporation would have the power to indemnify such 
person against such expense, liability or loss under West Virginia law.

Article V.1. Board of Directors

       (a)       Number, election and terms.  Except as otherwise fixed by 
or pursuant to the provisions of Article VI hereof relating to the rights of 
the holders of any class or series of stock having a preference over the 
Common Stock as to dividends or upon liquidation to elect additional 
directors under specified circumstances, the number of the directors of the 
Corporation shall be fixed from time to time by or pursuant to the Bylaws of 
the Corporation.  The directors, other than those who may be elected by the 
holders of any class or series of stock having a preference over the Common 
Stock as to dividends or upon liquidation, shall be classified, with respect 
to the time for which they severally hold office, into three classes, as 
nearly equal in number as possible, as shall be provided in the manner 
specified in the Bylaws of the Corporation, one class to be originally 
elected for a term expiring at the annual meeting of stockholders to be held 
in 1987, another class to be originally elected for a term expiring at the 
annual meeting of stockholders to be held in 1988, and another class to be 
originally elected for a term expiring at the annual meeting of stockholders 
to be held in 1989, with each class to hold office until its successor is 
elected and qualified.  At each annual meeting of the stockholders of the 
Corporation, the successors of the class of directors whose term expires at 
that meeting shall be elected to hold office for a term expiring at the 
annual meeting of stockholders held in the third year following the year of 
their election.  

       (b)       Stockholder nomination of director candidates.  Advance 
notice of stockholder nominations for the election of directors shall be 
given in the manner provided in the Bylaws of the Corporation.  

       (c)       Newly created directorships and vacancies.  Except as 
otherwise provided for or fixed by or pursuant to the provisions of Article 
VI hereof relating to the rights of the holders of any class or series of 
stock having a preference over the Common Stock as to dividends or upon 
liquidation to elect directors under specified circumstances, newly created 
directorships resulting from any increase in the number of directors and any 
vacancies on the Board of Directors resulting from death, resignation, 
disqualification, removal or other cause shall be filled by the affirmative 
vote of a majority of the remaining directors then in office, even though 
less than a quorum of the Board of Directors.  Any director elected in 
accordance with the preceding sentence to fill a vacancy resulting from 
death, resignation, disqualification, removal or other cause shall hold 
office for the remainder of the full term of the class of directors in which 
the vacancy occurred and until such director's successor shall have been 
elected and qualified and directors elected in accordance with the preceding 
sentence by reason of an increase in the number of directors shall hold 
office only until the next election of directors by the shareholders and 
until such director's successor shall have been elected and qualified.  No 
decrease in number of directors constituting the Board of Directors shall 
shorten the term of any incumbent director.  

       (d)       Removal.  Subject to the rights of any class or series of 
stock having a preference over the Common Stock as to dividends or upon 
liquidation to elect directors under specified circumstances, any director 
may be removed from office, with or without cause, and only by the 
affirmative vote of the holders of 80% of the combined voting power of the 
then outstanding shares of stock entitled to vote generally in the election 
of directors, voting together as a single class.  

       (e)       Amendment, repeal, etc.  Notwithstanding anything contained 
in these Articles of Incorporation to the contrary, the affirmative vote of 
the holders of at least 80% of the voting power of all shares of the 
Corporation entitled to vote generally in the election of directors, voting 
together as a single class, shall be required to alter, amend, or adopt any 
provision inconsistent with or repeal this Article V.1.  

Article V.2. Bylaw Amendments

       The Board of Directors shall have power to make, alter, amend and 
repeal the Bylaws of the Corporation (except so far as the Bylaws of the 
Corporation adopted by the stockholders shall otherwise provide).  Any 
Bylaws made by the directors under the powers conferred hereby may be 
altered, amended or repealed by the directors or by the stockholders.  
Notwithstanding the foregoing and anything contained in these Articles of 
Incorporation to the contrary, Article II, Sections 1, 4 and 13, Article 
III, Sections 2, 9, and 13, and Article XI of the Bylaws shall not be 
altered, amended or repealed and no provision inconsistent therewith shall 
be adopted without the affirmative vote of the holders of at least 80% of 
the voting power of all the shares of the Corporation entitled to vote 
generally in the election of directors, voting together as a single class.  
Notwithstanding anything contained in these Articles of Incorporation to the 
contrary, except as otherwise provided by law for separate class votes, the 
affirmative vote of the holders of at least 80% of the voting power of all 
the shares of the Corporation entitled to vote generally in the election of 
directors, voting together as a single class, shall be required to alter, 
amend or adopt any provision inconsistent with or repeal this Article V.2.


ARTICLE VI

       The amount of total authorized capital stock of the corporation shall 
be Seventy-One Million shares, consisting of Seventy Million shares of 
Common Stock with a par value of Ten Dollars ($10.00) per share and One 
Million shares of Preferred Stock with a par value of Ten Dollars ($10.00) 
per share.

       The Board of Directors shall have the power and authority at any time 
and from time to time to issue, sell or otherwise dispose of any unissued 
but authorized shares of any class or classes of stock presently provided 
for in the Certificate of Incorporation, or that may hereafter be provided 
for by a subsequent amendment to the Certificate of Incorporation, to such 
persons or parties, including the holders of Common Stock or Preferred Stock 
or of any such other class of stock, for such considerations (not less than 
the par value, if any, thereof) and upon such terms and conditions as the 
Board of Directors in its discretion may deem to be in the best interests of 
the Corporation.  Except as expressly provided to the contrary hereinafter, 
such issuance, sale or other disposition may be made without offering such 
shares, or any part or class thereof, to the holders of Common Stock or 
Preferred Stock or any such other class of stock, and no such holder shall 
have any preemptive right to subscribe for any such shares.  

       Each holder of Common Stock of the Corporation entitled to vote shall 
have one vote for each share thereof held.  

       The voting powers, designations, preferences, limitations, 
restrictions and relative rights of the Preferred Stock are as follows:  

       (1)       Issuance in Series.  Preferred stock may be issued from 
time to time in one or more series.  All shares of Preferred Stock shall be 
of equal rank and shall be identical, except in respect of the particulars 
that are fixed in the Certificate of Incorporation or may be fixed by the 
Board of Directors as hereinafter provided pursuant to authority which is 
hereby expressly vested in the Board of Directors; and each share of 
Preferred Stock, whether of the same or a different series, shall be 
identical in all respects with the other shares of Preferred Stock, except 
as to the following relative rights and preferences, as to which there may 
be variations between different series:  

(a)       the rate of dividends;  

(b)       whether shares may be redeemed and, if so, the 
redemption price and the terms and conditions of 
redemption; 

(c)       the amount payable upon shares in event of 
voluntary and involuntary liquidation;  

(d)       sinking fund provisions, if any, for the 
redemption or purchase of shares;  

(e)       the terms and conditions, if any, on which 
shares may be converted; and

       (f)       voting rights, if any.  

       The Board of Directors of the Corporation shall have all of the power 
and authority with respect to the shares of Preferred Stock that the 
shareholders may delegate to the Board of Directors pursuant to the terms 
and provisions of Chapter 31, Article I, Sections 78 and 79 of the Code of 
West Virginia, as amended, and shall exercise such power and authority by 
the adoption of a resolution or resolutions as prescribed by law.  

       (2)       Dividends.  The holders of the Preferred Stock shall be 
entitled to receive, when and as declared by the Board of Directors, out of 
any funds legally available therefor, cumulative preferential dividends in 
cash, at the rate per annum fixed for such series, and no more.  Dividends 
on shares of the Preferred Stock shall accrue from the date of the initial 
issue of shares of such series, or from such other date as may be fixed by 
the Board of Directors, shall be cumulative, and shall be payable quarterly 
on the last day of March, June, September and December in each year to 
shareholders of record on the fifteenth day of the calendar month in which 
such dividends are payable, with the first dividend on the Preferred Stock 
being payable on the respective dividend date which follows the first full 
calendar quarter after the initial issue of shares.  Each share of Preferred 
Stock shall rank on a parity with each other share of Preferred Stock, 
irrespective of series, with respect to preferential dividends at the 
respective rates fixed for such series, and no dividend shall be declared or 
paid or set apart for payment for the Preferred Stock of any series unless 
at the same time a dividend in like proportion to the accrued and unpaid 
dividends upon the Preferred Stock of each other series shall be declared or 
paid or set apart for payment, as the case may be, on Preferred Stock of 
each other series then outstanding.  Accrued and unpaid dividends on the 
Preferred Stock shall not bear interest.  

       (3)       Dividend Restriction on Junior Stock.  So long as any 
shares of Preferred Stock are outstanding, the Corporation shall not pay or 
declare any cash dividends whatsoever on the Common Stock or any other class 
of stock ranking junior to the Preferred Stock unless (a) all dividends on 
the Preferred Stock of all series for all past dividend periods shall have 
been paid, or declared and a sum sufficient for the payment thereof set 
apart, and (b) there shall exist no default in respect of any sinking fund 
or purchase fund for the redemption or purchase of shares of Preferred Stock 
of any series or such default shall have been waived by the holders of at 
least a majority of the then issued and outstanding shares of Preferred 
Stock of such series by a vote at a meeting called for such purpose or by 
written waiver with or without a meeting.  

       (4)       Liquidation or Dissolution.  In the event of any voluntary 
or involuntary liquidation, dissolution or winding up of the affairs of the 
Corporation, then, before any distribution or payment shall be made to the 
holders of the Common Stock or any other class of stock of the corporation 
ranking junior to the Preferred Stock in respect of dividends or 
distribution of assets upon liquidation, the holders of the Preferred Stock 
shall be entitled to be paid in full, in the event of a voluntary or 
involuntary liquidation, dissolution or winding up, the respective amounts 
fixed for such series, plus in each case a sum equal to accrued and unpaid 
dividends thereon to the date of payment thereof.  After such payment shall 
have been made in full to the holders of the Preferred Stock, the remaining 
assets and funds of the Corporation shall be distributed among the holders 
of the stock of the Corporation ranking junior to the Preferred Stock in 
respect of dividends or distribution of assets upon liquidation according to 
their respective rights and preferences and in each case according to their 
respective shares.  In the event that the assets of the Corporation 
available for distribution to holders of Preferred Stock shall not be 
sufficient to make the payment herein required to be made in full, such 
assets shall be distributed to the holders of the respective shares of 
Preferred stock pro rata in proportion to the amounts payable upon such 
share thereof.  Neither the merger or consolidation of the Corporation into 
or with another corporation nor the merger or consolidation of any other 
corporation into or with the Corporation, shall be deemed to be a 
liquidation, dissolution or winding up of the Corporation within the meaning 
of this Section 4, but the sale, lease or conveyance of all or substantially 
all of its assets shall be deemed to be a liquidation, dissolution or 
winding up of the Corporation within the meaning of this Section 4.  

       (5)       Status of Shares Redeemed or Retired.  Preferred Stock 
redeemed or otherwise retired by the Corporation shall, upon the filing of 
such statement as may be required by law, assume the status of authorized 
but unissued Preferred Stock and may thereafter be reissued in the same 
manner as other authorized but unissued Preferred Stock.  

       (6)       Amendments.  Subject to such requirements as may be 
prescribed by law or as may be expressly set forth in the foregoing 
provisions of this Article VI or in any amendment to these Articles 
establishing and designating a series of shares of Preferred Stock, any of 
the foregoing terms and provisions of this Article VI may be altered, 
amended or repealed or the application thereof suspended or waived in any 
particular case and changes in any of the designations, preferences, 
limitations and relative rights of the Preferred Stock may be made with the 
affirmative vote, at a meeting called for that purpose, or the written 
consent with or without a meeting, of the holders of at least two-thirds of 
the then issued and outstanding shares of Preferred Stock; provided that 
neither the rate of dividend nor the amount payable upon the redemption or 
in the event of voluntary or involuntary liquidation on any share of 
Preferred Stock may be reduced without the consent of all of the holders 
thereof.  

                 Certain Business Combinations

Article VI.1.  Vote Required for Certain Business Combinations

        A.       Higher Vote for Certain Business Combinations.  In addition 
to any affirmative vote required by law or these Articles of Incorporation, 
and except as otherwise expressly provided in Section VI.2 of this Article 
VI:  

       (i)       any merger or consolidation of the Corporation or 
any Subsidiary (as hereinafter defined) with (a) any Interested 
Stockholder (as hereinafter defined) or (b) any other corporation 
(whether or not itself an Interested Stockholder) which is, or 
after such merger or consolidation would be, an Affiliate (as 
hereinafter defined) of any Interested Stockholder; or

       (ii)       any sale, lease, exchange, mortgage, pledge, 
transfer or other disposition (in one transaction or a series of 
transactions) to or with any Interested Stockholder or any 
Affiliate of any Interested Stockholder of any assets of the 
Corporation or any Subsidiary having an aggregate Fair Market 
Value of $5,000,000 or more; or

       (iii)       the issuance or transfer by the Corporation or 
any Subsidiary (in one transaction or a series of transactions) of 
any securities of the Corporation or any Subsidiary to any 
Interested Stockholder or any Affiliate of any Interested 
Stockholder in exchange for cash, securities or other property (or 
a combination thereof) having an aggregate Fair Market Value of 
$5,000,000 or more; or

       (iv)       the adoption of any plan or proposal for the 
liquidation or dissolution of the Corporation proposed by or on 
behalf of an Interested Stockholder or any Affiliate of any 
Interested Stockholder; or

       (v)       any reclassification of securities (including any 
reverse stock split), or recapitalization of the Corporation, or 
any merger or consolidation of the Corporation with any of its 
Subsidiaries or any other transaction (whether or not with or into 
or otherwise involving an Interested Stockholder) which has the 
effect, directly or indirectly, of increasing the proportionate 
share of the outstanding shares of any class of equity or 
convertible securities of the Corporation or any Subsidiary which 
is directly or indirectly owned by any Interested Stockholder or 
any Affiliate of any Interested Stockholder; shall require the 
affirmative vote of the holders of at least 80% of the voting 
power of the then outstanding shares of capital stock of the 
Corporation entitled to vote (the "Voting Stock"), voting together 
as a single class (it being understood that for purpose of this 
Article VI, each share of the Voting Stock shall have the number 
of votes granted to it pursuant to Article VI of these Articles of 
Incorporation).  Such affirmative vote shall be required, 
notwithstanding the fact that no vote may be required, or that a 
lesser percentage may be specified, by law or in any agreement 
with any national securities exchange or otherwise.  

       B.       Definition of "Business Combination".   The term "Business 
Combination" as used in this Article VI shall mean any transaction which is 
referred to in any one or more of clauses (i) through (v) of paragraph A of 
this Section VI.1.  

Article VI.2.  When Higher Vote is Not Required

       The provisions of Section VI.1 of this Article VI shall not be 
applicable to any particular Business Combination, and such Business 
Combination shall require only such affirmative vote as is required by law 
and any other provision of these Articles of Incorporation, if all of the 
conditions specified in either of the following paragraphs A and B are met:  

       A.       Approval by Disinterested Directors.  The Business 
Combination shall have been approved by a majority of the Disinterested 
Directors (as hereinafter defined).  

       B.       Price and Procedure Requirements.  All of the following 
conditions shall have been met: 

       (i)       the aggregate amount of the cash and the Fair 
Market Value (as hereinafter defined) as of the date of the 
consummation of the Business Combination of consideration other 
than cash to be received per share by holders of Common Stock in 
such Business Combination shall be at least equal to the higher of 
the following:  

       (a)       (if applicable) the highest per share 
price (including any brokerage commissions, transfer 
taxes and soliciting dealers' fees) paid by the 
Interested Stockholder for any shares of Common Stock 
acquired by it (1) within the two-year period 
immediately prior to the first public announcement of 
the proposal of the Business Combination (the 
"Announcement Date") or (2) in the transaction in which 
it became an Interested Stockholder, whichever is 
higher; and

       (b)       the Fair Market Value per share of 
Common Stock on the Announcement Date or on the date on 
which the Interested Stockholder became an Interested 
Stockholder (such latter date is referred to in this 
Article VI as the "Determination Date"), whichever is 
higher.  

       (ii)       The aggregate amount of the cash and the Fair 
Market Value as of the date of the consummation of the Business 
Combination of consideration other than cash to be received per 
share by holders of shares of any other class of outstanding 
Voting Stock shall be at least equal to the highest of the 
following (it being intended that the requirements of this 
paragraph B(ii) shall be required to be met with respect to every 
class of outstanding Voting Stock, whether or not the Interested 
Stockholder has previously acquired any shares of a particular 
class of Voting Stock):  

       (a)       (if applicable) the highest per share 
price (including any brokerage commissions, transfer 
taxes and soliciting dealers' fees) paid by the 
Interested Stockholder for any shares of such class of 
Voting Stock acquired by it (1) within the two-year 
period immediately prior to the Announcement Date or (2) 
in the transaction in which it became an Interested 
Stockholder, whichever is higher; 

       (b)       (if applicable) the highest 
preferential amount per share to which the holders of 
shares of such class of Voting Stock are entitled in the 
event of any voluntary or involuntary liquidation, 
dissolution or winding up of the Corporation; and

       (c)       the Fair Market Value per share of such 
class of Voting Stock on the Announcement Date or on the 
Determination Date, whichever is higher.  

       (iii)       The consideration to be received by holders of 
a particular class of outstanding Voting Stock (including Common 
Stock) shall be in cash or in the same form as the Interested 
Stockholder has previously paid for shares of such class of Voting 
Stock.  If the Interested Stockholder has paid for shares of any 
class of Voting Stock with varying forms of consideration, the 
form of consideration for such class of Voting Stock shall be 
either cash or the form used to acquire the largest number of 
shares of such class of Voting Stock previously acquired by it.  
The price determined in accordance with paragraphs B(i) and B(ii) 
of this Section VI.2 shall be subject to appropriate adjustment in 
the event of any stock dividend, stock split, combination of 
shares or similar event.  

       (iv)       After such Interested Stockholder has become an 
Interested Stockholder and prior to the consummation of such 
Business Combination:  (a) except as approved by a majority of the 
Disinterested Directors, there shall have been no failure to 
declare and pay at the regular date therefor any full quarterly 
dividends (whether or not cumulative) on the outstanding Preferred 
Stock; (b) there shall have been (1) no reduction in the annual 
rate of dividends paid on the Common Stock (except as necessary to 
reflect any subdivision of the Common Stock), except as approved 
by a majority of the Disinterested Directors, and (2) an increase 
in such annual rate of dividends as necessary to reflect any 
reclassification (including any reverse stock split), 
recapitalization, reorganization or any similar transaction which 
has the effect of reducing the number of outstanding shares of the 
Common Stock, unless the failure so to increase such annual rate 
is approved by a majority of the Disinterested Directors; and (c) 
such Interested Stockholder shall not have become the beneficial 
owner of any additional shares of Voting Stock except as part of 
the transaction which results in such Interested Stockholder 
becoming an Interested Stockholder.  

       (v)       After such Interested Stockholder has become an 
Interested Stockholder, such Interested Stockholder shall not have 
received the benefit, directly or indirectly (except 
proportionately as a stockholder), of any loans, advances, 
guarantees, pledges or other financial assistance or any tax 
credits or other tax advantages provided by the Corporation, 
whether in anticipation of or in connection with such Business 
Combination or otherwise.  

       (vi)       A proxy or information statement describing the 
proposed Business Combination and complying with the requirements 
of the Securities Exchange Act of 1934 and the rules and 
regulations thereunder (or any subsequent provisions replacing 
such Act, rules or regulations) shall be mailed to stockholders of 
the Corporation at least 30 days prior to the consummation of such 
Business Combination (whether or not such proxy or information 
statement is required to be mailed pursuant to such Act or 
subsequent provisions).  

Article VI.3.  Certain Definitions

       For the purposes of this Article VI:  

       A.       A "person" shall mean any individual, firm, corporation or 
other entity.  

       B.       "Interested Stockholder" shall mean any person (other than 
the Corporation or any Subsidiary) who or which:  

       (i)       is the beneficial owner, directly or indirectly, 
of more than 10% of the voting power of the outstanding Voting 
Stock; or

       (ii)       is an Affiliate of the Corporation and at any 
time within the two-year period immediately prior to the date in 
question was the beneficial owner, directly, or indirectly, of 10% 
or more of the voting power of the then outstanding Voting Stock; 
or

       (iii)       is an assignee of or has otherwise succeeded to 
any shares of Voting Stock which were at any time within the two-
year period immediately prior to the date in question beneficially 
owned by any Interested Stockholder, if such assignment or 
succession shall have occurred in the course of a transaction or 
series of transactions not involving a public offering within the 
meaning of the Securities Act of 1933.  

       C.       A person shall be a "beneficial owner" of any Voting Stock:  

       (i)        which such person or any of its Affiliates or 
Associates (as hereinafter defined) beneficially owns, directly or 
indirectly; or

       (ii)        which such person or any of its Affiliates or 
Associates has (a) the right to acquire (whether such right is 
exercisable immediately or only after the passage of time), 
pursuant to any agreement, arrangement or understanding or upon 
the exercise of conversion rights, exchange rights, warrants or 
options, or otherwise, or (b) the right to vote pursuant to any 
agreement, arrangement or understanding; or

       (iii)       which are beneficially owned, directly or 
indirectly, by any other person with which such person or any of 
its Affiliates or Associates has any agreement, arrangement or 
understanding for the purpose of acquiring, holding, voting or 
disposing of any shares of Voting Stock. 

       D.       For the purposes of determining whether a person is an 
Interested Stockholder pursuant to paragraph B of this Section VI.3, the 
number of shares of Voting Stock deemed to be outstanding shall include 
shares deemed owned through application of paragraph C of this Section VI.3 
but shall not include any other shares of Voting Stock which may be issuable 
pursuant to any agreement, arrangement or understanding, or upon exercise of 
conversion rights, warrants or options, or otherwise.  

       E.       "Affiliate" or "Associates" shall have the respective 
meanings ascribed to such terms in Rule 12b-2 of the General Rules and 
Regulations under the Securities Exchange Act of 1934, as in  effect on 
January 1, 1986.  

       F.       "Subsidiary" means any corporation of which a majority of 
any class of equity security is owned, directly or indirectly, by the 
Corporation; provided, however, that for the purposes of the definition of 
Interested Stockholder set forth in paragraph B of this Section VI.3, the 
term "Subsidiary" shall mean only a corporation of which a majority of each 
class of equity security is owned, directly or indirectly, by the 
Corporation.  

       G.       "Disinterested Director" means any member of the Board of 
Directors of the Corporation (the "Board") who is unaffiliated with the 
Interested Stockholder and was a member of the Board prior to the time that 
the Interested Stockholder became an Interested Stockholder, and any 
successor of a Disinterested Director who is unaffiliated with the 
Interested Stockholder and is recommended to succeed a Disinterested 
Director by a majority of Disinterested Directors then on the Board; 
provided, however, that all directors of the Corporation who are elected as 
directors at the 1986 annual meeting of shareholders of the Corporation 
shall be deemed to be Disinterested Directors, notwithstanding the above 
provisions.  

       H.       "Fair Market Value" means:  (i) in the case of stock, the 
highest closing sale price during the 30-day period immediately preceding 
the date in question of a share of such stock on the Composite Tape for New 
York Stock Exchange-Listed Stocks, or, if such stock is not quoted on the 
Composite Tape, on the New York Stock Exchange, or, if such stock is not 
listed on such Exchange, or the principal United States securities exchange 
registered under the Securities Exchange Act of 1934 on which such stock is 
listed, or, if such stock is not listed on any such exchange, the highest 
closing bid quotation with respect to a share of such stock during the 30-
day period preceding the date in question on the National Association of 
Securities Dealers, Inc. Automated Quotations System ("NASDAQ") or any 
system then in use, or if not listed with NASDAQ, the average bid and ask 
prices available from brokerage firms in Charleston, West Virginia, or if 
such information is not available, the fair market value on the date in 
question of a share of such stock as determined by the Board in good faith; 
and (ii) in the case of property other than cash or stock, the fair market 
value of such property on the date in question as determined by the Board in 
good faith.  

       I.       In the event of any Business Combination in which the 
Corporation survives, the phrase "other consideration to be received" as 
used in paragraphs B(i) and (ii) of Section VI.2 of this Article VI shall 
include the shares of Common Stock and/or the shares of any other class of 
outstanding Voting Stock retained by the holders of such shares.  

Article VI.4.  Powers of the Board of Directors

       A majority of the directors of the Corporation shall have the power 
and duty to determine for the purposes of this Article VI, on the basis of 
information known to them after reasonable inquiry, (A) whether a person is 
an Interested Stockholder, (B) the number of shares of Voting Stock 
beneficially owned by any person, (C) whether a person is an Affiliate or 
Associate of another, (D) whether the assets which are the subject of any 
Business Combination have, or the consideration to be received for the 
issuance or transfer of securities by the Corporation or any Subsidiary in 
any Business Combination has, an aggregate Fair Market Value of $5,000,000 
or more.  A majority of the directors of the Corporation shall have the 
further power to interpret all of the terms and provisions of this Article 
VI.  

Article VI.5.  No Effect on Fiduciary Obligations of Interested Stockholders

       Nothing contained in this Article VI shall be construed to relieve 
any Interested Stockholder from any fiduciary obligation imposed by law.  


ArticleVI.6.  Amendment, Repeal, etc.  

       Notwithstanding any other provisions of these Articles of 
Incorporation or the Bylaws of the Corporation (and notwithstanding the fact 
that a lesser percentage may be specified by law, these Articles of 
Incorporation or the Bylaws of the Corporation), the affirmative vote of the 
holders of 80% or more of the outstanding Voting Stock entitled to vote, 
voting together as a single class, shall be required to amend or repeal, or 
adopt any provisions inconsistent with this Article VI.  

ARTICLE VII

       The full name and address of the incorporator is:  

       NAME                                   ADDRESS

Robert F. Baronner                            One Valley Square
                                          Charleston, West Virginia  25326


ARTICLE VIII

       The existence of this corporation is to be perpetual.  

ARTICLE IX

       The full name and address of the appointed person to whom notice or 
process may be sent is:  President, One Valley Bancorp, Inc., One Valley 
Square, Charleston, West Virginia  25326.

ARTICLE X

       The number of directors constituting the initial board of directors 
of the corporation is twenty-one (21) and the names and addresses of the 
persons who shall serve as directors until the first annual meeting of 
shareholders or until their successors are elected and shall qualify are:  

       NAME                                   ADDRESS

Robert F. Baronner                        1520 Stonehenge Road
                                          Charleston, West Virginia  25314


       NAME                                   ADDRESS 

Elmer A. Braun                            1507 Dogwood Road
                                          Charleston, West Virginia 25314

James F. Brown, III                       1701 Edgewood Drive
                                          Charleston, West Virginia  25302

James K. Brown                            1820 Devondale Circle
                                          Charleston, West Virginia  25314

John T. Chambers, M.D.                    888 Chappell Road
                                          Charleston, West Virginia  25314
       
Lyell B. Clay                             1230 Staunton Road
                                          Charleston, West Virginia 25314
       
Hugh A. Curry                             1553 Bridge Road
                                          Charleston, West Virginia 25314

Edward I. Goldsmith                       1272 Louden Heights Road
                                          Charleston, West Virginia 25314

Frank A. Hardy                            Route 5, Box 33
                                          Lewisburg, West Virginia 24901

Eugene F. Imbrogno, Jr.                   3 Dreamview Lane
                                          Charleston, West Virginia 25314

Charles T. Jones                          1502 Hampton Road
                                          Charleston, West Virginia  25314

Virgil W. O'Dell                          1108 Kanawha Bouldvard, East
                                          Apartment 502
                                          Charleston, West Virginia 25301

John L. D. Payne                          1508 Connell Road
                                          Charleston, West Virginia  25314

Angus E. Peyton                           1401 Quincy Lane
                                          Charleston, West Virginia  25314


       NAME                                   ADDRESS 

Mary Price Ratrie                         Kanawha Salines
                                          Malden, West Virginia  25306

Turner R. Ratrie, Jr.                     1530 Bedford Road
                                          Charleston, West Virginia 25314

James R. Thomas, II                       820 Middle Road
                                          Charleston, West Virginia  25314

C. Hyde Tucker                            2029 Huber Road
                                          Charleston, West Virginia 25314

Richard M. Venable, Jr.                   925 Newton Road
                                          Charleston, West Virginia 25314

John M. Wells, Sr.                        888 Chester Road
                                          Charleston, West Virginia 25302

Thomas D. Wilkerson                       1015 Sand Hill Drive
                                          St. Albans, West Virginia 25177





Exhibit 3(ii)

Article III, Section 2 of the Bylaws was amended as follows:

Section 2.  Number, Election and Terms; Nominations.  Except as 
otherwise fixed by or pursuant to the provisions of Article VI of the 
Articles of Incorporation relating to the rights of the holders of any class 
or series of stock having a preference over the Common Stock as to dividends 
or upon liquidation to elect additional directors under specified 
circumstances, the number of the directors of the Corporation shall be fixed 
from time to time by resolution of the Board of Directors but shall not be 
less than six nor more than thirty-three.  The directors, other than those 
who may be elected by the holders of any class or series of stock having a 
preference over the Common Stock as to dividends or upon liquidation, shall 
be classified, with respect to the time for which they severally hold 
office, into three classes, as nearly equal in number as possible, as 
determined by the board of Directors of the Corporation, one class to be 
originally elected for a term expiring at the annual meeting of stockholders 
to be held in 1987, another class to be originally elected for a term 
expiring at the annual meeting of shareholders to be held in 1988, and 
another class to be originally elected for a term expiring at the annual 
meeting of shareholders to be held in 1989, with each class to hold office 
until its successor is elected and qualified.  At each annual meeting of the 
shareholders of the Corporation, the successors of the class of directors 
whose term expires at that meeting shall be elected to hold office for a 
term expiring at the annual meeting of shareholders held in the third year 
following the year of their election.  Nominations for the election of 
directors shall be given in the manner provided in Article II, Section 13, 
of these bylaws.  Directors need not be residents of the State of West 
Virginia, but shall hold not less than one hundred shares of the capital 
stock of the Corporation in order to be eligible to serve as a director of 
the Corporation and, commencing with the election of directors in the year 
1998, prior to the expiration of the three year period immediately following 
election to the Board of Directors, shall hold not less than five hundred 
shares of capital stock of the Corporation in order to be eligible to be re-
elected as a Director of the Corporation.

Article III, Section 10 of the Bylaws was amended as follows:

Section 10.  Compensation.  By resolution of the Board of 
Directors, each director may be paid his or her expenses, if any, of 
attendance at each meeting of the Board of Directors, or committee thereof, 
and may be compensated for his or her services as a director by a stated 
salary or a fixed sum for attendance at each meeting of the Board of 
Directors or committee thereof or by shares of capital stock of the 
Corporation issued by the Corporation or acquired by the Corporation for the 
benefit of Directors so compensated or any combination of any or all 
thereof.  

                Complete copy of the Bylaws as amended:



                          (As Amended  7/22/98)
                                  BYLAWS

                                   OF

                         ONE VALLEY BANCORP, INC.



ARTICLE I.  OFFICES

       The principal offices of the Corporation shall be located in the City 
of Charleston, County of Kanawha, State of West Virginia.  The Corporation 
may have such other offices, either within or without the State of West 
Virginia, as the Board of Directors may designate or as the business of the 
Corporation may require from time to time.  


ARTICLE II.  SHAREHOLDERS

       Section 1.  Annual Meeting.  The annual meeting of the shareholders 
shall be held on the fourth Tuesday in the month of April in each year, at 
the hour of 12:00 noon, local time, or at such other time on such other day 
within such month as shall be fixed by the Board of Directors.  If the day 
fixed for the annual meeting shall be a legal holiday in the State of the 
principal office of the Corporation, such meeting shall be held on the next 
succeeding business day.  At an annual meeting of the shareholders, only 
such business shall be conducted as shall have been properly brought before 
the meeting.  To be properly brought before an annual meeting business must 
be (a) specified in the notice of meeting (or any supplement thereto) given 
by or at the direction of the Board of Directors, (b) otherwise properly 
brought before the meeting by or at the direction of the Board of Directors, 
or (c) otherwise properly brought before the meeting by a shareholder.  For 
business to be properly brought before an annual meeting by a shareholder, 
the shareholder must have given timely notice thereof in writing to the 
Secretary of the Corporation.  To be timely, a shareholder's notice must be 
delivered to or mailed and received at the principal executive offices of 
the Corporation, not less than 40 days prior to the meeting; provided, 
however, that in the event that less than 50 days' notice or prior public 
disclosure of the date of the meeting is given or made to shareholders, 
notice by the shareholder to be timely must be so received not later than 
the close of business on the 8th day following the day on which such notice 
of the date of the annual meeting was mailed or such public disclosure was 
made.  A shareholder's notice to the Secretary shall set forth as to each 
matter the shareholder proposes to bring before the annual meeting (a) a 
brief description of the business desired to be brought before the annual 
meeting and the reasons for conducting such business at the annual meeting, 
(b) the name and address, as they appear on the Corporation's books, of the 
shareholder proposing such business, (c) the class and number of shares of 
the Corporation which are beneficially owned by the shareholder, and (d) any 
material interest of the shareholder in such business.  Notwithstanding 
anything in the Bylaws to the contrary, no business shall be conducted at an 
annual meeting except in accordance with the procedures set forth in this 
Section 1.  The Chairman of an annual meeting shall, if the facts warrant, 
determine and declare to the meeting that business was not properly brought 
before the meeting and in accordance with the provisions of this Section 1, 
and if he should so determine, he shall so declare to the meeting and any 
such business not properly brought before the meeting shall not be 
transacted.  

       Section 2.  Special Meetings.  Special meetings of the shareholders, 
for any purpose or purposes, may be called by the Chairman of Board, if any, 
President, Secretary, or by the Board of Directors, and shall be called by 
the President at the request of the holders of not less than one-tenth of 
all outstanding shares of the Corporation entitled to vote at the meeting.  

       Section 3.  Place of Meeting.  The Board of Directors may designate 
any place, either within or without the State of West Virginia, as the place 
of meeting for any annual meeting or for any special meeting called by the 
Board of Directors.  If no designation is made, or if a special meeting be 
otherwise called, the place of meeting shall be the principal office of the 
Corporation.  

       Section 4.  Notice of Meeting.  Written notice stating the place, day 
and hour of the meeting and, the purpose or purposes for which the meeting 
is called, shall be delivered not less than ten nor more than fifty days 
before the date of the meeting, either personally or by mail, by or at the 
direction of the Chairman of the Board, President, Secretary or the officer 
of other persons calling the meeting, to each shareholder of record entitled 
to vote at such meeting.  If mailed, such notice shall be deemed to be 
delivered when deposited in the United States mail, addressed to the 
shareholder at his address as it appears on the stock transfer books of the 
Corporation, with postage thereon prepaid.  

       Section 5.  Closing of Transfer Books or Fixing of Record Date.  For 
the purpose of determining shareholders entitled to notice of or vote at any 
meeting of shareholders or any adjournment thereof, or shareholders entitled 
to receive payment of any dividend, or in order to make a determination of 
shareholders for any other proper purpose, the Board of Directors of the 
Corporation may provide that the stock transfer books shall be closed for a 
stated period but not to exceed, in any case, fifty days.  If the stock 
transfer books shall be closed for the purpose of determining shareholders 
entitled to notice of or to vote at a meeting of shareholders, such books 
shall be closed for at least ten days immediately preceding such meeting.  
In lieu of closing the stock transfer books, the Board of Directors may fix 
in advance a date as the record date for any such determination of 
shareholders, such date in any case to be not more than fifty days and, in 
case of a meeting of shareholders, not less than ten days prior to the date 
on which the particular action, requiring such determination of 
shareholders, is to be taken.  If the stock transfer books are not closed 
and no record date is fixed for the determination of shareholders entitled 
to notice of or to vote at a meeting of shareholders, or shareholders 
entitled to received payment of a dividend, the date on which notice of the 
meeting is mailed or the date on which the resolution of the Board of 
Directors declaring such dividend is adopted, as the case may be, shall be 
the record date for such determination of shareholders.  When a 
determination of shareholders entitled to vote at any meeting of 
shareholders has been made as provided in this section, such determination 
shall apply to any adjournment thereof.  

       Section 6.  Voting Record.  The officer or agent having charge of the 
stock transfer books for shares of the Corporation shall make a complete 
record of the shareholders entitled to vote at each meeting of shareholders 
or any adjournment thereof, arranged in alphabetical order, with the address 
of and the number of shares held by each.  Such record shall be produced and 
kept open at the time and place of the meeting and shall be subject to the 
inspection of any shareholder during the whole time of the meeting for the 
purposes thereof.  

       Section 7.  Quorum.  A majority of the outstanding shares of the 
Corporation entitled to vote, represented in person or by proxy, shall 
constitute a quorum at a meeting of shareholders.  If less than a majority 
of the outstanding shares are represented at a meeting, a majority of the 
shares so represented may adjourn the meeting from time to time without 
further notice.  At such adjourned meeting at which a quorum shall be 
present or represented, any business may be transacted which might have been 
transacted at the meeting as originally noticed.  The shareholders present 
at a duly organized meeting may continue to transact business until 
adjournment, notwithstanding the withdrawal of enough shareholders to leave 
less than a quorum.  

       Section 8.  Proxies.  At all meetings of shareholders, a shareholder 
may vote in person or by proxy executed in writing by the shareholder or by 
his duly authorized attorney-in-fact.  Such proxy shall be filed with the 
Secretary of the Corporation before or at the time of the meeting.  No proxy 
shall be valid after eleven months from the date of its execution, unless 
otherwise provided in the proxy.  

       Section 9.  Voting of Shares.  Subject to the provisions of Section 
12 of this Article II, each outstanding share entitled to vote shall be 
entitled to one vote upon each matter submitted to a vote at a meeting of 
shareholders.  

       Section 10.  Voting of Shares by Certain Holders.  Shares standing in 
the name of another corporation may be voted by such officer, agent or proxy 
as the bylaws of such corporation may prescribe, or, in the absence of such 
provision, as the Board of Directors of such other corporation may 
determine.  

       Shares held by an administrator, executor, guardian, committee, 
curator, or conservator may be voted by him, either in person or by proxy, 
without a transfer of such shares into his name.  Shares standing in the 
name of a trustee may be voted by him, either in person or by proxy, but no 
trustee shall be entitled to vote shares held by him without a transfer of 
such shares into his name.  

       Shares standing in the name of a receiver may be voted by such 
receiver, and shares held by or under the control of a receiver may be voted 
by such receiver without the transfer thereof into his name if authority to 
do so be contained in an appropriate order of the court by which such 
receiver was appointed.  

       A shareholder whose shares are pledged shall be entitled to vote such 
shares until the shares have been transferred into the name of the pledgee, 
and thereafter the pledgee shall be entitled to vote the shares so 
transferred.  

       Neither treasury shares of its own stock held by the Corporation nor 
shares held by another corporation if a majority of the shares entitled to 
vote for the election of directors of such other corporation are held by the 
Corporation, shall be voted at any meeting or counted in determining the 
total number of outstanding shares at any given time for purposes of any 
meeting.  

       Section 11.  Informal Action by Shareholders.  Any action required or 
permitted to be taken at a meeting of the shareholders may be taken without 
a meeting if a consent in writing, setting forth the action so taken, shall 
be signed by all of the shareholders entitled to vote with respect to the 
subject matter thereof.  

       Section 12.  Cumulative Voting.  At each election for directors 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 him for as many persons 
as there are directors to be elected and for whose election he has a 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.  

       Section 13.  Nominations for Election to the Board of Directors.  The 
nominations for election to the Board of Directors other than those made by 
or on behalf of the existing management of the Corporation, shall be made by 
a shareholder in writing delivered or mailed to the President not less than 
14 days nor more than 50 days prior to the meeting called for the election 
of directors; provided, however, that if less than 21 days' notice of the 
meeting is given to shareholders, the nominations shall be mailed or 
delivered to the President not later than the close of business on the 7th 
day following the day on which the notice of meeting was mailed.  the notice 
of nomination shall include to the extent known:  (a) name and address of 
proposed nominee(s); (b) principal occupation of nominee(s); (c) total 
shares to be voted for each nominee; (d) name and address of notifying 
shareholder; and (e) number of shares owned by notifying shareholder.  
Nominations not made in accordance with these requirements may be 
disregarded by the Chairman of the meeting and in such case the votes cast 
for each such nominee shall likewise be disregarded.  

       Section 14.  Rules of Conduct at the Annual Meeting.  The chairman of 
the annual meeting of shareholders shall have the right and authority to 
prescribe such rules, regulations and procedures and to do all such acts and 
things as are necessary or desirable for the proper conduct of the meeting, 
including, without limitation:  maintenance of order; safety; limitations on 
the time allotted to questions or comments on the affairs of the 
corporation; ruling motions or comments out of order (i) as a matter of law 
or (ii) as inappropriate as a personal grievance, in poor taste, unworkable, 
moot, repetitious of another proposal on the agenda, or otherwise; 
restrictions on entry to the meeting after the time prescribed for the 
commencement thereof; and the opening and closing of the voting polls.  


ARTICLE III.  BOARD OF DIRECTORS

       Section 1.  General Powers.  The business and affairs of the 
Corporation shall be managed by its Board of Directors.  

       Section 2.  Number, Election and Terms; Nominations.  Except as 
otherwise fixed by or pursuant to the provisions of Article VI of the 
Articles of Incorporation relating to the rights of the holders of any class 
or series of stock having a preference over the Common Stock as to dividends 
or upon liquidation to elect additional directors under specified 
circumstances, the number of the directors of the Corporation shall be fixed 
from time to time by resolution of the Board of Directors but shall not be 
less than six nor more than thirty-three.  The directors, other than those 
who may be elected by the holders of any class or series of stock having a 
preference over the Common Stock as to dividends or upon liquidation, shall 
be classified, with respect to the time for which they severally hold 
office, into three classes, as nearly equal in number as possible, as 
determined by the board of Directors of the Corporation, one class to be 
originally elected for a term expiring at the annual meeting of stockholders 
to be held in 1987, another class to be originally elected for a term 
expiring at the annual meeting of shareholders to be held in 1988, and 
another class to be originally elected for a term expiring at the annual 
meeting of shareholders to be held in 1989, with each class to hold office 
until its successor is elected and qualified.  At each annual meeting of the 
shareholders of the Corporation, the successors of the class of directors 
whose term expires at that meeting shall be elected to hold office for a 
term expiring at the annual meeting of shareholders held in the third year 
following the year of their election.  Nominations for the election of 
directors shall be given in the manner provided in Article II, Section 13, 
of these bylaws.  Directors need not be residents of the State of West 
Virginia, but shall hold not less than one hundred shares of the capital 
stock of the Corporation in order to be eligible to serve as a director of 
the Corporation and, commencing with the election of directors in the year 
1998, prior to the expiration of the three year period immediately following 
election to the Board of Directors, shall hold not less than five hundred 
shares of capital stock of the Corporation in order to be eligible to be re-
elected as a Director of the Corporation.

       Section 3.  Regular Meetings.  A regular meeting of the Board of 
Directors shall be held without notice other than this bylaw, immediately 
after, and at the same place as, the annual meeting of shareholders.  The 
Board of Directors may provide, by resolution, the time and place, either 
within or without the State of West Virginia, for the holding of additional 
regular meetings without other notice than such resolution.

       Section 4.  Special Meetings.  Special meetings of the Board of 
Directors may be called by or at the request of the Chairman of the Board, 
if any, the President or the majority of the directors.  The person or 
persons authorized to call special meetings of the Board of Directors may 
fix any place, either within or without the State of West Virginia, as the 
place for holding any special meeting of the Board of Directors called by 
them.  

       Section 5.  Notice.  Notice of any special meeting shall be given at 
least three days previously thereto by written notice delivered personally 
or mailed to each director at his business address, or by telegram.  If 
mailed at least five days prior to the date of meeting, such notice shall be 
deemed to be delivered when deposited in the United States mail, so 
addressed, with postage thereon prepaid.  If notice be given by telegram, 
such notice shall be deemed to be delivered when the telegram is delivered 
to the telegraph company.  Any director may waive notice of any meeting.  
The attendance of a director at a meeting shall constitute a waiver of 
notice of such meeting, except where a director attends a meeting for the 
express purpose of objecting to the transaction of any business because the 
meeting is not lawfully called or convened.  Neither the business to be 
transacted at, nor the purpose of, any regular or special meeting of the 
Board of Directors need be specified in the notice or waiver of notice of 
such meeting, except as otherwise provided by statute.  

       Section 6.  Quorum.  A majority of the number of directors fixed by 
Section 2 of this Article III shall constitute a quorum for the transaction 
of business at any meeting of the Board of Directors, but if less than such 
majority is present at the meeting a majority of the directors present may 
adjourn the meeting from time to time without further notice.  

       Section 7.  Manner of Acting.  The act of the majority of the 
directors present at a meeting at which a quorum is present shall be the act 
of the Board of Directors.  

       Section 8.  Action Without a Meeting.  Any action required or 
permitted to be taken by the Board of Directors at a meeting may be taken 
without a meeting if a consent in writing, setting forth the action so 
taken, shall be signed by all the directors. 
 
       Section 9.  Newly Created Directorships and Vacancies.  Except as 
otherwise provided for or fixed by or pursuant to the provisions of Article 
VI of the Articles of Incorporation relating to the rights of the holders of 
any class or series of stock having a preference over the Common Stock as to 
dividends or upon liquidation to elect directors under specified 
circumstances, newly created directorships resulting from any increase in 
the number of directors and any vacancies on the Board of Directors 
resulting from death, resignation, disqualification, removal or other cause 
shall be filled by the affirmative vote of a majority of the remaining 
Directors then in office, even though less than a quorum of the Board of 
Directors.  Any director elected in accordance with the preceding sentence 
to fill a vacancy resulting from the death, resignation, disqualification, 
removal or other cause shall hold office for the remainder of the full term 
of the class of directors in which the vacancy occurred and until such 
director's successor shall have been elected and qualified, and any director 
elected in accordance with the preceding sentence by reason of an increase 
in the number of directors shall hold office only until the next election of 
directors by shareholders and until his successor shall have been elected 
and qualified.  No decrease in the number of directors constituting the 
Board of Directors shall shorten the term of any incumbent director.  

       Section 10.  Compensation.  By resolution of the Board of Directors, 
each director may be paid his or her expenses, if any, of attendance at each 
meeting of the Board of Directors, or committee thereof, and may be 
compensated for his or her services as a director by a stated salary or a 
fixed sum for attendance at each meeting of the Board of Directors or 
committee thereof or by shares of capital stock of the Corporation issued by 
the Corporation or acquired by the Corporation for the benefit of Directors 
so compensated or any combination of any or all thereof.  

       Section 11.  Presumption of Assent.  A director of the Corporation 
who is present at a meeting of the Board of Directors at which action on any 
corporate matter is taken shall be presumed to have assented to the action 
taken unless his dissent shall be entered in the minutes of the meeting or 
unless he shall file his written dissent to such action with the person 
acting as the Secretary of the meeting before the adjournment thereof or 
shall forward such dissent by registered mail to the Secretary of the 
Corporation immediately after the adjournment of the meeting.  Such right to 
dissent shall not apply to a director who voted in favor of such action.  

       Section 12.  Committees.  

       (a)       Appointment.  The Board of Directors, by resolution adopted 
by a majority of the full board, may establish an Executive Committee, Audit 
Committee and such other standing or special committees of the board as it 
may deem advisable, each of which shall consist of two or more members of 
the Board of Directors.  The designation of a committee and the delegation 
thereto of authority shall not operate to relieve the Board of Directors, or 
any member thereof, of any responsibility imposed by law.  

       (b)       Authority.  The Executive committee, when the Board of 
Directors is not in session shall have and may exercise all of the authority 
of the Board of Directors except to the extent, if any, that such authority 
shall be limited by the resolution appointing the Executive Committee and 
except also that the Executive Committee shall not have the authority of the 
Board of directors in reference to amending the Articles of Incorporation, 
adopting a plan of merger or consolidation, recommending to the shareholders 
the sale, lease or other disposition of all or substantially all of the 
property and assets of the Corporation otherwise than in the usual and 
regular course of its business, recommending to the shareholders a voluntary 
dissolution of the Corporation or a revocation thereof, or amending the 
bylaws of the Corporation.  The authority of other committees of the board 
shall be set forth in the resolutions, as amended from time to time, 
establishing the same.  

       (c)       Tenure and Qualifications.  Committees of the board shall 
consist only of members of the Board of Directors.  Each member of the 
Executive Committee shall hold office until the next regular annual meeting 
of the Board of Directors following his designation and until his successor 
is designated as a member of the Executive Committee and is elected and 
qualified.  The tenure of members of other committees of the board shall be 
set forth in the resolutions, as amended from time to time, establishing the 
same.  

       (d)       Meetings.  Regular meetings of the committees of the board 
may be held without notice at such times and places as each committee may 
fix from time to time by resolution.  Special meetings of the committee may 
be called by any member thereof upon not less than the one day's notice 
stating the place, date and hour of the meeting, which notice may be written 
or oral, and if mailed at least five days prior to the date of the meeting, 
shall be deemed to be delivered when deposited in the United States mail 
addressed to the member of the committee at his business address.  Any 
member of a committee may waive notice of any meeting and no notice of any 
meeting need be given to any member thereof who attends in person.  The 
notice of a meeting of a committee need not state the business proposed to 
be transacted at the meeting.  

       (e)       Quorum.  A majority of the members of a committee shall 
constitute a quorum for the transaction of business at any meeting thereof, 
and action of the committee must be authorized by the affirmative vote of a 
majority of the members present at a meeting at which a quorum is present.  

       (f)       Action Without a Meeting.  Any action required or permitted 
to be taken by a committee at a meeting may be taken without a meeting if a 
consent in writing, setting forth the action so taken, shall be signed by 
all of the members of the committee.  

       (g)       Vacancies.  Any vacancy in a committee may be filled by a 
resolution adopted by a majority of the full Board of Directors.  

       (h)       Resignations and Removal.  Any member of a committee may be 
removed at any time with or without cause by resolution adopted by a 
majority of the full Board of Directors.  Any member of a committee may 
resign from the committee at any time by giving written notice to the 
President or Secretary of the Corporation, and unless otherwise specified 
therein, the acceptance of such resignation shall not be necessary to make 
it effective.  

       (i)       Procedure.  A committee shall elect a presiding officer 
from its members and may fix its own rules of procedure which shall not be 
inconsistent with these bylaws.  It shall keep regular minutes of its 
proceedings and report the same to the Board of Directors for its 
information at the meeting thereof held next after the proceedings shall 
have been taken.  

       Section 13.  Removal.  Subject to the rights of any class or series 
of stock having a preference over the Common Stock as to dividends or upon 
liquidation to elect directors under the specified circumstances, any 
director may be removed from office, with or without cause and only by the 
affirmative vote of the holders of 80% of the combined voting power of the 
then outstanding shares of stock entitled to vote generally in the election 
of directors, voting together as a single class. 

       Section 14.  Participation in Meetings by Means of Conference 
Telephone or Similar Instrument.  Any or all directors may participate in a 
meeting of the Board of Directors or in a meeting of a committee of the 
Board of Directors by means of a conference telephone or any similar 
electronic communications equipment by which all persons participating in 
the meeting can hear each other. 

       Section 15.  Considerations in the Event of Merger, Consolidation, 
etc.  In acting upon any proposed merger, consolidation, sale or other 
disposition of all or substantially all the assets of the Corporation, or 
any proposal by any person or group to acquire a controlling interest in the 
Corporation, whether by tender or exchange offer or otherwise, or any 
similar proposal regarding a potential change in control of the Corporation, 
the Board of Directors shall take into account the effects that the 
Corporation's actions and any such transaction may have in the short-term 
and in the long-term upon the following:  (1) the prospects for potential 
growth, productivity and profitability of the Corporation;  (2) maximizing 
shareholder value; (3) the Corporation's ability to offer a complete range 
of services and products to its customers; (4) the Corporation's creditors; 
(5) the development and general welfare of the Corporation's current 
employees; (6) the Corporation's retired employees and other beneficiaries 
receiving or entitled to receive retirement, welfare or similar benefits 
from or pursuant to any plan sponsored, or agreement entered into, by the 
Corporation; and (7) the ability of the Corporation to provide, as a going 
concern, services, employment opportunities and benefits, and otherwise to 
contribute to the communities in which it does business.


ARTICLE IV.  OFFICERS

       Section 1.  Number.  The officers of the Corporation shall be a 
President, one or more Vice Presidents (the number thereof to be determined 
by the Board of Directors), a Secretary, General Auditor and a Treasurer, 
each of whom shall be elected by the Board of Directors.  A Chairman of the 
board of Directors and such other officers and assistant officers as may be 
deemed necessary may be elected or appointed by the Board of Directors.  Any 
two or more offices may be held by the same person, except the offices of 
President and Secretary.  The President and the Chairman of the Board, if 
any, shall be elected from the membership of the Board of Directors.  

       Section 2.  Election and Term of Office.  The officers of the 
Corporation to be elected by the Board of Directors shall be elected 
annually by the Board of Directors at the first meeting of the Board of 
Directors held after each annual meeting of the shareholders.  If the 
election of officers shall not be held at such meeting, such election shall 
be held as soon thereafter as conveniently may be.  Each officer shall hold 
office until his successor shall have been duly elected and shall have 
qualified or until his death or until he shall resign or shall have been 
removed in the manner hereinafter provided.  

       Section 3.  Removal.  Any officer or agent may be removed by the 
Board of Directors whenever in its judgment the best interests of the 
Corporation will be served thereby, but such removal shall be without 
prejudice to the contract rights, if any, of the person so removed.  
Election or appointment of an officer or agent shall not of itself create 
contract rights.  

       Section 4.  Vacancies.  A vacancy in any office because of death, 
resignation, removal, disqualification or otherwise, may be filled by the 
Board of Directors for the unexpired portion of the term.  

       Section 5.  Chairman of the Board and President.  The Chairman of the 
Board or the President, as the Board of Directors may from time to time 
determine, shall be the principal executive officer of the Corporation.  If 
a Chairman of the Board is not elected or appointed, the President shall be 
chief executive officer and shall act as chairman of all meetings of the 
Board of Directors and as chairman of all meetings of the Executive 
Committee.  The principal executive officer of the Corporation shall in 
general supervise and control all of the business and affairs of the 
Corporation, subject to the control of the Board of Directors.  He shall, 
when present, preside at all meetings of the shareholders.  Whether the 
Chairman of the Board or the President be designated as the principal 
executive officer of the Corporation the other shall, in the absence or 
incapacity of the principal executive officer or by his authority may, 
exercise any of the powers of the principal executive officer.  The Chairman 
of the Board or the President may sign deeds, mortgages, bonds, contracts, 
or other instruments which the Board of Directors has authorized to be 
executed, except in cases where the signing and executing thereof shall be 
expressly delegated by the Board or by these bylaws to some other officer or 
agent of the Corporation, or shall be required by law to be otherwise signed 
or executed.  The Chairman of the board and the President shall each, in 
general, perform all duties incident to their respective offices and shall 
perform such other duties as may be prescribed by the Board of Directors 
from time to time.  

       Section 6.  The Vice Presidents.  In the absence of the Chairman of 
the Board and President or in the event of their death, inability or refusal 
to act, the Vice President (or in the event there be more than one Vice 
President, the Vice Presidents in the order designated at the time of their 
election, or in the absence of any designation, then in the order of their 
election) shall perform the duties of the Chairman of the Board and 
President, and when so acting, shall have all the powers of and be subject 
to all the restrictions upon the Chairman of the Board and President.  Any 
Vice President may sign, with the Secretary or an Assistant Secretary, 
certificates for shares of the Corporation; and shall perform such other 
duties as from time to time may be assigned to him by the principal 
executive officer of the Corporation, the bylaws or the Board of Directors.  

       Section 7.  The Secretary.  The Secretary shall:  (a) keep the 
minutes of the proceedings of the shareholders and of the Board of Directors 
in one or more books provided for that purpose; (b) see that all notices are 
duly given in accordance with the provisions of these bylaws or as required 
by law; (c) be custodian of the corporate records and of the seal of the 
Corporation and see that the seal of the Corporation is affixed to all 
documents the execution of which on behalf of the Corporation under its seal 
is duly authorized; (d) keep a register of the post officer address of each 
shareholder which shall be furnished to the Secretary by such shareholder; 
(e) sign with the President, or a Vice President, certificates for shares of 
the Corporation, the issuance of which shall have been authorized by 
resolution of the Board of Directors; (f) have general charge of the stock 
transfer books of the Corporation; and (g) in general perform all duties 
incident to the office of Secretary and such other duties as from time to 
time may be assigned to him by the principal executive officer of the 
Corporation, the bylaws or by the Board of Directors.  

       Section 8.  The Treasurer.  The Treasurer shall:  (a) have charge and 
custody of and be responsible for all funds and securities of the 
Corporation; (b) receive and give receipts for moneys due and payable to the 
Corporation from any source whatsoever, and deposit all such moneys in the 
name of the Corporation in such banks, trust companies or other depositaries 
as shall be selected in accordance with the provisions of Article V of these 
bylaws; and (c) in general perform all of the duties incident to the office 
of Treasurer and such other duties as from time to time may be assigned to 
him by the principal executive officer of the Corporation, the bylaws or by 
the Board of Directors.  If required by the Board of Directors, the 
Treasurer shall give a bond for the faithful discharge of his duties in such 
sum and with such surety or sureties as the Board of Directors shall 
determine.  

       Section 9.  Assistant Secretaries and Assistant Treasurers.  The 
Assistant Secretaries, when authorized by the Board of Directors, may sign 
with the President or a Vice President certificates for shares of the 
Corporation the issuance of which shall have been authorized by a resolution 
of the Board of Directors.  The Assistant Treasurers shall respectively, if 
required by the Board of Directors, give bonds for the faithful discharge of 
their duties in such sums and with such sureties as the Board of Directors 
shall determine.  The Assistant Secretaries and Assistant Treasurers, in 
general, shall perform such duties as shall be assigned to them by the 
Secretary orthe Treasurer, respectively, or by the principal executive 
officer of the Corporation, the bylaws or by the Board of Directors.  

       Section 10.  Officers' Salaries.  The salaries of the officers shall 
be fixed from time to time by the Board of Directors and no officer shall be 
prevented from receiving such salary by reason of the fact that he is also a 
director of the Corporation.  

ARTICLE V.  CONTRACTS, LOANS, CHECKS AND DEPOSITS

       Section 1.  Contracts.  The Board of Directors may authorize any 
officer or officers, agent or agents, to enter into any contract or execute 
and deliver any instrument in the name of and on behalf of the Corporation, 
and such authority may be general or confined to specific instances.  

       Section 2.  Loans.  No loans shall be contracted on behalf of the 
Corporation and no evidences of indebtedness shall be issued in its name 
unless authorized by a resolution of the Board of Directors.  Such authority 
may be general or confined to specific instances.  The Board of Directors 
may encumber and mortgage real estate and pledge, encumber and mortgage 
stocks, bonds and other securities and other personal property of all types, 
tangible and intangible, and convey any such property in trust to secure the 
payment of corporate obligations.  

       Section 3.  Checks, Drafts, etc..  All checks, drafts and other 
orders for the payment of money, notes or other evidences of indebtedness 
issued in the name of the Corporation shall be signed by such officer or 
officers, agent or agents of the Corporation and in such manner as shall 
from time to time be determined by resolution of the Board of Directors.  

       Section 4.  Deposits.  All funds of the Corporation not otherwise 
employed shall be deposited from time to time to the credit of the 
Corporation in such banks, trust companies or other depositories as the 
Board of Directors may select.  


ARTICLE VI.  CERTIFICATES FOR SHARES AND THEIR TRANSFER

       Section 1.  Certificates for Shares.  Certificates representing 
shares of the Corporation shall be in such form as shall be determined by 
the Board of Directors.  Such certificates shall be signed by the President 
or a Vice President and by the Secretary or an Assistant Secretary and 
sealed with the Corporate Seal or a facsimile thereof.  The signatures of 
such officers upon a certificate may be facsimiles if the certificate is 
manually signed on behalf of a transfer agent or a registrar, other than the 
Corporation itself or one of its employees.  Each certificate for shares 
shall be consecutively numbered or otherwise identified.  The name and 
address of the person to whom the shares represented thereby are issued, 
with the number of shares and date of issue, shall be entered on the stock 
transfer books of the Corporation.  All certificates surrendered to the 
Corporation for transfer shall be canceled and no new certificate shall be 
issued until the former certificate for a like number of shares shall have 
been surrendered and canceled, except that in case of a lost, destroyed or 
mutilated certificate a new one may be issued therefor upon such terms and 
indemnity to the Corporation as the Board of Directors may prescribe.  

       Section 2.  Transfer of Shares.  Transfer of shares of the 
Corporation shall be made only on the stock transfer books of the 
Corporation by the holder of record thereof or by his legal representative, 
who shall furnish proper evidence of authority to transfer, or by his 
attorney thereunto authorized by power of attorney duly executed and filed 
with the Secretary of the Corporation, and on surrender for cancellation of 
the certificate for such shares.  The person in whose name shares stand on 
the books of the Corporation shall be deemed by the Corporation to be the 
owner thereof for all purposes.  

       Section 3.  Lost Certificates.  Any person claiming a certificate of 
shares to be lost or destroyed shall make an affidavit or affirmation of 
that fact, and if requested do so by the Board of Directors of the 
Corporation shall advertise such fact in such manner as the Board of 
Directors may require, and shall give the Corporation a bond of indemnity in 
such sum as the Board of Directors may direct, but not less than double the 
value of shares represented by such certificate, in form satisfactory to the 
Board of Directors and with or without sureties as the Board of Directors 
may prescribe; whereupon the President and the Secretary may cause to be 
issued a new certificate of the same tenor and for the same number of shares 
as the one alleged to have been lost or destroyed, but always subject to the 
approval of the Board of Directors.  

       Section 4.  Stock Transfer Books.  The stock transfer books of the 
Corporation shall be kept in the principal office of the Corporation and 
shares shall be transferred under such regulations as may be prescribed by 
the Board of Directors.  


ARTICLE VII.  FISCAL YEAR

       The fiscal year of the Corporation may be fixed and may be changed 
from time to time by resolution of the Board of Directors.  Until the Board 
of Directors has acted to fix such fiscal year, the fiscal year of the 
Corporation shall begin on the first day of January and end on the thirty-
first day of December in each year.  


ARTICLE VIII.  DIVIDENDS

       The Board of Directors may, from time to time, declare and the 
Corporation may pay dividends on its outstanding shares in the manner and 
upon the terms and conditions provided by law and its Articles of 
Incorporation.  


ARTICLE IX.  CORPORATE SEAL

       The Board of Directors shall provide a corporate seal which shall be 
circular in form and shall have inscribed thereon the name of the 
Corporation and the state of incorporation and the words "Corporate Seal".  


ARTICLE X.  WAIVER OF NOTICE

       Whenever any notice is required to be given to any shareholder or 
director of the Corporation under the provisions of these bylaws or under 
the provisions of the Articles of Incorporation or by law, a waiver thereof 
in writing signed by the person or persons entitled to such notice, whether 
before or after the time stated therein, shall be deemed equivalent to the 
giving of such notice.  


ARTICLE XI.  AMENDMENTS

       Subject to the provisions of the Articles of Incorporation, these 
Bylaws may be altered, amended or repealed at any regular meeting of the 
shareholders (or at any special meeting thereof duly called for that 
purpose) by a majority vote of the shares represented and entitled to vote 
at such meeting; provided that in the notice of such meeting notice of such 
purpose shall be given.  Subject to the laws of the State of West Virginia, 
the Articles of Incorporation and these Bylaws, the Board of Directors may 
be majority vote of those present at any meeting at which a quorum is 
present amend these Bylaws, or enact such other bylaws as in their judgment 
may be advisable for the regulation of the conduct of the affairs of the 
Corporation; provided, however, that, without the affirmative vote of two-
thirds of all members of the Board, the Board may not amend the Bylaws to 
(i) change the principal office of the Corporation, (ii) change the number 
of directors, (iii) change the number of directors on the Executive 
Committee, or (iv) make a substantial change in the duties of the Chairman 
of the Board and the President.  


ARTICLE XII.  VOTING SHARES OF OTHER CORPORATIONS

       Unless otherwise ordered by the Board of Directors, shares in other 
corporations held by this Corporation may be voted by the Chairman of the 
Board or the President of this Corporation.