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                                                                     EXHIBIT 3.3

                           FIRST STATE BANCORPORATION

                                     BYLAWS

                                   ARTICLE I
                                  SHAREHOLDERS

          SECTION 1. ANNUAL MEETING. The annual meeting of the shareholders of
the Company for the election of directors and for the transaction of any other
business that may be properly brought before the meeting shall be held at the
place, date, and hour as designated by resolution of the Board of Directors.

          SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders for
any purpose or purposes shall be called by the Secretary upon receipt of a
written request from either the Chairman of the Board or the President, a
majority of the directors, or any person or persons authorized by the New Mexico
Business Corporation Act (the "NMBCA") to request such a meeting. Special
meetings of the shareholders shall be held at the place, date, and hour as
designated by either the Chairman of the Board or the President or by resolution
of the Board of Directors.

          SECTION 3. PROCEDURE. At each meeting of the shareholders, the
Chairman of the Board or, in his or her absence, the President shall act as
chairman of the meeting. The chairman of the meeting shall determine the order
of business and all other matters of procedure. The chairman of the meeting may
establish rules to maintain order and to conduct the meeting. The chairman of
the meeting shall act in his or her absolute discretion, and his or her rulings
are not subject to appeal.

                                   ARTICLE II
                                   DIRECTORS

          SECTION 1. BOARD OF DIRECTORS. The business of the Company shall be
managed by a Board of Directors. The number of directors constituting the Board
of Directors shall be established from time to time by resolution of the Board
of Directors, within the limitations set forth in the Restated Articles of
Incorporation, as amended.

          SECTION 2. REGULAR MEETINGS. Regular meetings of the Board of
Directors may be held without notice at times and places determined by the Board
of Directors.

          SECTION 3. SPECIAL MEETINGS. Special meetings of the Board of
Directors shall be called by the Secretary upon the receipt of a request from
the Chairman of the Board, the President, or any three directors. Notice of
special meetings shall be given to each director at any time before the special
meeting either personally or by telephone (including by message or recording
device) or telegraph or facsimile not less than two hours before the meeting or
by mail not less than three days before the meeting. Any notice shall be
directed to the address or telephone number of each director as furnished to the
Secretary for that purpose.
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          SECTION 4. ADJOURNMENT OF MEETINGS. The directors may adjourn from
time to time any regular or special meeting at which a quorum is present,
without notice other than announcement at the meeting. The adjourned meeting may
be called to order at any time without further notice, and any business may be
transacted which might have been transacted at the original meeting.

          SECTION 5. COMPENSATION OF DIRECTORS. The Board of Directors may by
resolution provide for payment of fees for attendance at meetings of the Board
of Directors and the reimbursement of expenses of directors in attending
meetings. The Board of Directors may also by resolution provide for the payment
of other fees or compensation to members of the Board of Directors.

          SECTION 6. AUTHORITY TO APPOINT COMMITTEES AND DELEGATE AUTHORITY. The
Board of Directors, by resolution adopted by a majority of the full Board of
Directors, may designate from among its members one or more committees, each of
which, except to the extent limited by law, the Restated Articles of
Incorporation, these Bylaws, and the resolution establishing the committee,
shall have and may exercise all the authority of the Board of Directors, and may
also prescribe rules of operation of the committee. Regular meetings of any
committee may be held without notice at times and places determined by the Board
of Directors or the committee. Special meetings of any committee shall be called
by the Secretary upon the receipt of a request from the Chairman of the Board,
the President, the chairman of the committee, or any two members of the
committee. Notice of special meetings shall be given in the same manner as
provided in Section 3 of this Article II.

                                  ARTICLE III
                                    OFFICERS

          SECTION 1. NUMBER. The officers of the Company shall be a Chairman of
the Board, a President, one or more Vice Presidents (one or more of whom may be
designated Executive Vice President or Senior Vice President), a Secretary, and
a Treasurer, and may include a Controller. A chief executive officer, a chief
operating officer, a chief financial officer, and a chief accounting officer may
be designated by the Board of Directors from among the officers.

          SECTION 2. ELECTION AND TERM OF OFFICE. Each officer shall be elected
by the Board of Directors and shall hold office until the meeting of the Board
of Directors following the next annual meeting of the shareholders and until his
or her successor has been elected and qualified or until his or her earlier
retirement, resignation, or removal. The Chairman of the Board shall be chosen
from among the directors.

          SECTION 3. REMOVAL AND VACANCIES. Any officer may be removed at any
time with or without cause by the Board of Directors. A vacancy in any office
may be filled for the unexpired portion of the term in the same manner as
provided for election to the office.

          SECTION 4. ASSISTANT SECTION OFFICERS. The Company may have assistant
officers as the Board of Directors may elect. Each assistant officer shall hold
office at the pleasure 

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of, and may be removed at any time with or without cause
by, the Board of Directors. Assistant officers may include one or more Assistant
Vice Presidents, Assistant Secretaries, Assistant Treasurers, and Assistant
Controllers.

          SECTION 5. DUTIES. Each officer shall have the authority and shall
perform the duties as may be assigned by the Board of Directors or the
President, or as shall be conferred or required by law or these Bylaws, or as
shall be incidental to the office.

                                   ARTICLE IV
         INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS

          SECTION 1. GENERAL INDEMNIFICATION.  Each person who is a party or is
threatened to be made a party, either as plaintiff, defendant, respondent, or
otherwise, to any action, suit, or proceeding, whether civil, criminal,
administrative, or investigative (other than an administrative proceeding or
civil action instituted by any federal banking agency) (a "Proceeding") based
upon, arising from, relating to, or by reason of the fact that such person, or a
person of whom such person is the legal representative, is or was a director or
officer of the Company, or is or was serving at the request of the Company as a
director, officer, partner, trustee, employee, or agent of another foreign or
domestic corporation or non-profit corporation, cooperative, partnership, joint
venture, trust, or other incorporated or unincorporated enterprise, or any
employee benefit plan or trust (each, a "Company Affiliate"), shall be
indemnified and held harmless by the Company to the fullest extent authorized by
the NMBCA, as the same exists on the date of the adoption of this Bylaw [January
23, 1998] or as may hereafter be amended (but, in the case of any such
amendment, only to the extent that such amendment permits the Company to provide
broader indemnification rights than the NMBCA permitted the Company to provide
prior to such amendment), against any and all expenses, liability, and loss
(including, without limitation, investigation expenses and expert witnesses' and
attorneys' fees and expenses, judgments, penalties, fines, and amounts paid or
to be paid in settlement) actually incurred by such person in connection
therewith; provided, however, that, except as provided in the second paragraph
of this Section 1 of Article IV with respect to Proceedings seeking to enforce
rights under this Bylaw, the Company shall indemnify any such person seeking to
enforce such rights in connection with a Proceeding (or part thereof) initiated
by such person only if such Proceeding (or part thereof) was authorized by a
two-thirds vote of the Board of Directors.  The right to indemnification
conferred in this Section 1 of Article IV shall be a contract right and shall
include the right to be paid by the Company for expenses to be incurred in
defending or prosecuting any such Proceeding in advance of its final
disposition.

          The right to indemnification and the payment of expenses incurred in
defending a Proceeding in advance of its final disposition conferred in this
Section 1 of Article IV shall not be exclusive of any other right to which any
person may be entitled under any statute, provision of the Restated Articles of
Incorporation, or Bylaw, an agreement, a resolution of shareholders or
directors, or otherwise both as to action in such person's official capacity and
as to action in another capacity while holding such office.

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          The Company may purchase and maintain insurance or furnish similar
protection, including, but not limited to, providing a trust fund, letter of
credit, or self-insurance, on behalf of any person who is a director, officer,
employee, or agent of the Company or who, while a director, officer, employee,
or agent of the Company, is serving at the request of the Company as a director,
officer, partner, trustee, employee, or agent of a Company Affiliate, against
any liability asserted against and incurred by such director, officer, employee,
or agent in such capacity or arising out of such director's, officer's,
employee's, or agent's status as such, whether or not the Company would have
the power to indemnify such director, officer, employee, or agent against such
liability under the NMBCA.

          The Company may, by action of its Board of Directors, authorize one or
more officers to grant rights to indemnification and advancement of expenses to
employees or agents of the Company on such terms and conditions as such officer
or officers deem appropriate under the circumstances.

          For purposes of this Section 1 of Article IV, references to "fines"
shall include any excise taxes assessed on a person with respect to any employee
benefit plan or trust, and a person who acted in good faith and in a manner such
person reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan or trust shall be deemed to have acted
in a manner "not opposed to the best interests of the Company."

          SECTION 2. INDEMNIFICATION IN FEDERAL REGULATORY PROCEEDINGS.  Each
person who is a party to any administrative proceeding or civil action
instituted by any federal banking agency  (a "Federal Regulatory Proceeding"),
based upon, arising from, relating to, or by reason of the fact that such person
is or was a director or officer of the Company, or is or was serving at the
request of the Company as a director, officer, partner, trustee, employee, or
agent of another foreign or domestic corporation or non-profit corporation,
cooperative, partnership, joint venture, trust, or other incorporated or
unincorporated enterprise, or any employee benefit plan or trust (each, a
"Company Affiliate"), shall be indemnified and held harmless by the Company to
the fullest extent authorized by the NMBCA and allowed by 12 U.S.C. 1828(k) and
regulations thereunder, 12 C.F.R. Part 359, as the same exist on the date of the
adoption of this Bylaw [January 23, 1998] or as they may hereafter be amended
(but, in the case of any such amendment, only to the extent that such amendment
permits the Company to provide broader indemnification rights than the NMBCA, 12
U.S.C. 1828(k), and the regulations thereunder permitted the Company to provide
prior to such amendment), against any and all legal and other professional fees
and expenses (including, without limitation, investigation expenses and expert
witnesses' and attorneys' fees and expenses) ("Legal Expenses") actually
incurred by such person in connection with a Federal Regulatory Proceeding;
provided, however, that (except for Legal Expenses and restitution covered by
insurance or a fidelity bond as provided in this Section 2 of Article IV) such
person shall not be indemnified against any civil money penalty, judgment, or
other liability or Legal Expenses in connection with any Federal Regulatory
Proceeding that results in a final order or settlement pursuant to which such
person is assessed a civil money penalty, is removed from office, or is required
to cease and desist from or to take any affirmative action described in Section
8(b) of the Federal Deposit Insurance Act, 12 U.S.C. 1818(b).  Payment or
reimbursement of Legal Expenses by the Company, including any payment in advance

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of final disposition of the Federal Regulatory Proceeding, shall be made in
accordance with the procedure set forth in 12 C.F.R. Part 359.  The right to
indemnification conferred in this Section 2 of Article IV, subject to the
limitations contained in 12 C.F.R. Part 359, shall be a contract right and shall
include the right to be paid by the Company for expenses to be incurred in
defending any Federal Regulatory Proceeding in advance of its final disposition.

          The right to indemnification and the payment of Legal Expenses
incurred in defending a Federal Regulatory Proceeding in advance of its final
disposition conferred in this Article IV shall not be exclusive of any other
right allowed by 12 U.S.C. 1828(k) and regulations thereunder to which any
person may be entitled under any statute, provision of the Restated Articles of
Incorporation, or Bylaw, an agreement, a resolution of shareholders or
directors, or otherwise both as to action in such person's official capacity and
as to action in another capacity while holding such office.

          The Company may purchase and maintain insurance or fidelity bond on
behalf of any person who is a director, officer, employee, or agent of the
Company or who, while a director, officer, employee, or agent of the Company, is
serving at the request of the Company as a director, officer, partner, trustee,
employee, or agent of a Company Affiliate, against any liability for Legal
Expenses or for restitution to the Company arising in a Federal Regulatory
Proceeding asserted against and incurred by such director, officer, employee, or
agent in such capacity or arising out of such director's, officer's, employee's,
or agent's status as such, and, regardless of whether such person is liable for
any civil money penalty, judgment, or other liability in the Federal Regulatory
Proceeding, the Company may use the proceeds of such insurance or bond to pay or
reimburse such person for Legal Expenses and the amount of any restitution
payable by such person to the Company.

          The Company may, by action of its Board of Directors, authorize one or
more officers to grant rights to indemnification and advancement of expenses as
provided in this Section 2 of Article IV to employees or agents of the Company
on such terms and conditions as such officer or officers deem appropriate under
the circumstances.

          SECTION 3.  GENERAL.  Anything in this Article IV to the contrary
notwithstanding, no elimination of this Bylaw and no amendment of this Bylaw
adversely affecting the right of any person to indemnification or advancement of
expenses hereunder shall be effective until the sixtieth day following notice to
such indemnified person of such action, and no elimination of or amendment to
this Bylaw shall deprive any such person of such person's rights hereunder
arising out of alleged or actual occurrences, acts, or failures to act which had
their origin prior to such sixtieth day.

          In case any provision in this Article IV shall be determined at any
time to be unenforceable in any respect, the other provisions shall not in any
way be affected or impaired thereby, and the affected provision shall be given
the fullest possible enforcement in the circumstances, it being the intention of
the Company to afford indemnification and advancement of expenses to the persons
indemnified hereby to the fullest extent permitted by law.

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          The indemnification and advancement of expenses provided by, or
granted pursuant to, this Article IV shall, unless otherwise provided when
authorized, continue as to a person who has ceased to be a director, officer,
employee, or agent and shall inure to the benefit of the heirs, executors, and
administrators of such a person.

          References to "serving at the request of the Company" shall include
any service as a director, officer, employee, or agent of the Company which
imposes duties on, or involves services by, such director, officer, employee, or
agent with respect to an employee benefit plan or trust, its participants, or
beneficiaries.

          The Company's indemnity of any person who was or is serving at its
request as a director, officer, partner, trustee, employee, or agent of a
Company Affiliate shall be reduced by any amounts such person may collect as
indemnification from such Company Affiliate.

                                   ARTICLE V
                   SHARE CERTIFICATES AND TRANSFER OF SHARES

          SECTION 1. SHARE CERTIFICATES. Shares of stock of the Company may, at
the discretion of the Board of Directors, be represented by certificates or may
be uncertificated. Any share certificates of the Company shall be in the form
and contain the provisions determined by the Board of Directors and required by
the NMBCA.

          SECTION 2. TRANSFER RULES. The Board of Directors, the Chairman of the
Board, the President, or the Secretary may from time to time promulgate rules or
regulations as it or such officer may deem advisable concerning the issue,
transfer, registration, or replacement of share certificates of the Company.

          SECTION 3. REGISTERED SHAREHOLDERS. The Company shall be entitled to
treat the holder of record of any share or shares as the holder in fact of those
shares. The Company shall not be bound to recognize any equitable or other claim
to or interest in any shares on the part of any other person, regardless of
whether the Company has actual or imputed knowledge of a claim of interest,
except as otherwise required by the laws of New Mexico.

                                   ARTICLE VI
                              FISCAL YEAR AND SEAL

          SECTION 1. FISCAL YEAR. The fiscal year of the Company shall begin on
the first day of January and end on the last day of December each year.

          SECTION 2. SEAL. The seal of the Company shall be circular in form.
Around the margin of the seal shall be placed the words "First State
Bancorporation" and in the center the words "Corporate Seal Incorporated 1988
New Mexico."

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                                  ARTICLE VII
                                   AMENDMENTS

          These Bylaws may be altered, amended, or repealed by the affirmative
vote of a majority of the Board of Directors at any regular meeting or, if
notice of intention to amend, alter, or repeal the Bylaws is given in the notice
of the meeting, at any special meeting of the Board of Directors.

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