SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               -----------------
                                FORM 10-KSB/A-1

            [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                   For the fiscal year ended December 31, 1997

                                       OR

            [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
              THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
                For the transition period from        to
                                              --------  --------

                         COMMISSION FILE NUMBER 0-21078
                                ----------------

                             UNION BANKSHARES, LTD.
                 (NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)

        DELAWARE                                        84-0986148
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                         1825 LAWRENCE STREET, SUITE 444
                             DENVER, COLORADO 80202
                    (Address of principal executive offices)

                                  (303)298-5352
                           (Issuer's telephone number)

              SECURITIES REGISTERED UNDER SECTION 12(b) OF THE ACT:
                                      NONE

              SECURITIES REGISTERED UNDER SECTION 12(g) OF THE ACT:
                     Common Stock, par value $.001 per share
                                (Title of class)
                                ----------------

     Check whether the Issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file 
such reports), and (2) has been subject to such filing requirements for the 
past 90 days.
                                Yes X   No
                                   ---    ---

     Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

     The Registrant's gross revenues for the fiscal year ended December 31, 1997
totaled $16.9 million.

     The aggregate market value of the voting stock of the registrant held by
non-affiliates, based on a closing price of $28.50 per share as of April 9,
1998, was approximately $15,990,000.

     As of April 9, 1998, there were outstanding 1,168,507 shares of Common
Stock.

                       DOCUMENTS INCORPORATED BY REFERENCE

     Portions of the registrant's definitive Proxy Statement for its 1998 Annual
Meeting of Shareholders, to be filed with the Securities and Exchange Commission
not later than April 30, 1998, are incorporated by reference into Part III as
specified.

     Certain Exhibits to this Annual Report on Form 10-KSB have been
incorporated by reference. See Index to Exhibits on Page E-1.

     Transitional Small Business Disclosure Format (check one)  Yes    No X
                                                                   ---   ---


<PAGE>

     Union Bankshares, Ltd. (the "Company") hereby amends its Annual Report on
Form 10-KSB for the year ended December 31, 1997 to correct the unintentional
omission of the Independent Auditor's Report of McGladrey & Pullen, LLP from the
Consolidated Financial Statements of the Company by filing such report herewith.
No amendment has been made to such financial statements.


<PAGE>

ITEM 7.     FINANCIAL STATEMENTS


                         INDEPENDENT AUDITOR'S REPORT


To the Board of Directors
Union Bankshares, Ltd.
Denver, Colorado


We have audited the accompanying consolidated statements of income,
stockholders' equity and cash flows of Union Bankshares, Ltd. and Subsidiary
(collectively, the Company) for the year ended December 31, 1995. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the results of the Company's operations and
their cash flows for the year ended December 31, 1995, in conformity with
generally accepted accounting principles.

                                    /s/ McGLADREY & PULLEN, LLP


Charlotte, North Carolina
January 23, 1996


<PAGE>

                                   SIGNATURES

     In accordance with Section 13 or 15(d) Securities Exchange Act of 1934, as
amended, the Registrant caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                  UNION BANKSHARES, LTD.


                                  By  /s/ CHARLES R. HARRISON
                                     -------------------------------------------
                                     Charles R. Harrison, Chairman of the Board,
                                     Chief Executive Officer and a Director


     In accordance with the Securities Exchange Act of 1934, as amended, this
amendment has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>

          SIGNATURE                           TITLE                          DATE
-----------------------------     ---------------------------------     --------------

<S>                               <C>                                   <C>

/S/ CHARLES R. HARRISON           Chairman of the Board, Chief          April 10, 1998
------------------------------
    Charles R. Harrison           Executive Officer and a Director
                                  (Principal Executive Officer)


/S/ BRUCE E. HALL                 Vice President-Finance, Secretary,    April 10, 1998
------------------------------
    Bruce E. Hall                 Treasurer and a Director
                                  (Principal Financial and
                                  Accounting Officer)


/S/ WAYNE T. BIDDLE               Director                              April 10, 1998
------------------------------
    Wayne T. Biddle


/S/ JERROLD B. EVANS              Director                              April 10, 1998
------------------------------
    Jerrold B. Evans


/S/ RALPH D. JOHNSON              Director                              April 10, 1998
------------------------------
    Ralph D. Johnson


/S/ RICHARD C. SAUNDERS           Director                              April 10, 1998
------------------------------
    Richard C. Saunders


/S/ HERMAN J. ZUECK               Director                              April 10, 1998
------------------------------
    Herman J. Zueck

</TABLE>

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