Exhibit 3(i)

             Restated Articles of Incorporation dated March 6, 2001





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                                    RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                           MainStreet BankShares, Inc.



1.       The name of the Corporation is MainStreet BankShares, Inc.

2.       (a) The aggregate  number of shares which the Corporation is authorized
to issue is as follows:

                         Class                    Number of Shares
                         -----                    ----------------

                        Common                       10,000,000
                        Preferred                    10,000,000

         (b)  The  Board  of  Directors  of  the  Corporation   (the  "Board  of
Directors") may, by amending these Articles of Incorporation (the "Articles") by
filing Articles of Amendment with the Virginia State Corporation Commission, fix
in whole or in part the preferences,  limitations and rights,  within the limits
set by law,  of (i) any class of shares,  before the  issuance  of any shares of
that class,  or (ii) one or more series  within a class,  before the issuance of
any shares within that series.

         (c) The  preferred  stock  (including  any  shares of  preferred  stock
restored to the status of authorized but unissued  preferred stock  undesignated
as to series  pursuant  to this  Article  2(c)) may be divided  into one or more
series  and  issued  from  time  to  time  with  such  preferences,  privileges,
limitations,  and relative  rights as shall be fixed and determined by the Board
of Directors.  Without  limiting the generality of the  foregoing,  the Board of
Directors is expressly  authorized to the fullest extent  permitted from time to
time by law to fix:

               (i) the  distinctive  serial  designations  and the  division  of
shares of preferred  stock into one or more series and the number of shares of a
particular series, which may be increased or decreased (but not below the number
of shares thereof then outstanding);

               (ii) the rate or amount (or the method of determining the rate or
amount)  and  times  at  which,  the  form in  which,  and the  preferences  and
conditions  under  which,  dividends  shall be payable on shares of a particular
series,  the status of such dividends as cumulative,  partially  cumulative,  or
noncumulative,  the date or dates from which  dividends,  if  cumulative,  shall
accumulate,  and the status of such series as participating or  nonparticipating
with shares of other classes or series;


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               (iii) the price or prices at which, the  consideration for which,
the period or periods  within which and the terms and  conditions,  if any, upon
which the shares of a particular series may be redeemed, in whole or in part, at
the option of the Corporation or otherwise;

               (iv) the amount or amounts and rights and preferences, if any, to
which the  Holders  (as  defined in  Article 3 below) of shares of a  particular
series are entitled or shall have upon any involuntary or voluntary liquidation,
dissolution or winding up of the Corporation;

               (v) the rights and  preferences  over or otherwise in relation to
any other class or series (including other series of preferred stock), as to the
right to receive  dividends  and/or the right to receive payments out of the net
assets  of the  Corporation  upon  any  involuntary  or  voluntary  liquidation,
dissolution or winding up of the Corporation;

               (vi) the right,  if any, of the Holders of a  particular  series,
the  Corporation or another  person to convert or cause  conversion of shares of
such  series into  shares of other  classes or series or into other  securities,
cash,  indebtedness or other property,  or to exchange or cause exchange of such
shares  for  shares  of other  classes  or  series  or other  securities,  cash,
indebtedness or other property, and the terms and conditions,  if any, including
the price or prices or the rate or rates of  conversion  and  exchange,  and the
terms and  conditions  or  adjustments,  if any,  at which  such  conversion  or
exchange may be made or caused;

               (vii) the  obligation,  if any,  of the  Corporation  to  redeem,
purchase  or  otherwise  acquire,  in whole or in part,  shares of a  particular
series for a sinking fund or otherwise,  the terms and  conditions  thereof,  if
any,  including the price or prices and the nature of the consideration  payable
for such shares so redeemed, purchased or otherwise acquired;

               (viii) the voting rights, if any, including special,  conditional
or limited  voting rights,  of the shares of a particular  series in addition to
those  required  by law,  including  the  number  of  votes  per  share  and any
requirement for the approval by the Holders of shares of all series of preferred
stock, or of the shares of one or more series thereof,  or of both, in an amount
greater than a majority,  up to such amount as is in accordance  with applicable
law  or  these  Articles,  as a  condition  to  specified  corporate  action  or
amendments to the Articles; and

               (ix) any other preferences, limitations and relative rights which
may be so determined by resolution or resolutions of the Board of Directors.

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         Shares of  preferred  stock  shall rank prior or superior to the common
stock in respect of the right to receive  dividends  and/or the right to receive
payments  out of the net  assets  of the  Corporation  upon any  involuntary  or
voluntary liquidation,  dissolution or winding up of the Corporation. All shares
of preferred stock redeemed,  purchased or otherwise acquired by the Corporation
(including shares surrendered for conversion or exchange) shall be cancelled and
thereupon  restored to the status of authorized but unissued shares of preferred
stock undesignated as to series.

         (d) The Holders of common stock, to the exclusion of any other class of
stock of the  Corporation,  have sole and full power to vote for the election of
directors  and for all other  purposes  without  limitation  except  only (i) as
otherwise  expressly  provided  in  the  serial  designation  of any  series  of
preferred  stock,  (ii) as otherwise  expressly  provided in these  Articles and
(iii)  as  otherwise  expressly  provided  by  the  then  existing  laws  of the
Commonwealth  of  Virginia.  The Holders of common  stock will have one vote for
each share of common stock held by them. The outstanding shares of common stock,
upon  dissolution,  liquidation or winding up of the Corporation,  entitle their
Holders  to  share,  pro rata,  based on the  number  of  shares  owned,  in the
Corporation's  assets  remaining  after payment or provisions for payment of all
debts  and  liabilities  of  the  Corporation,  and  after  provisions  for  the
outstanding  shares  of any  class  of stock or  other  security  having  senior
liquidation rights to the common stock.

         (e) No Holder of shares of stock of any class of the  Corporation  will
have any preemptive or  preferential  right of subscription to any shares of any
class of stock of the Corporation,  whether now or hereafter  authorized,  or to
any obligations of the Corporation  convertible  into stock of the  Corporation,
issued or sold, nor any right of subscription to any thereof.

3.       (a) Subject to the rights of Holders of any series of  preferred  stock
to elect directors under specified circumstances:

               (i) The number of  directors  of the  Corporation,  not less than
five nor more than  twenty-five,  shall be set by the Bylaws;  provided that, in
the absence of a provision  in the Bylaws  fixing the number of  directors,  the
number of directors shall be fifteen.  The directors shall be divided into three
classes  as  nearly  equal in  number  as  possible,  with the term of office of
directors  of the  first  class to expire at the  first  annual  meeting  of the
shareholders  after their  election,  that of the second  class to expire at the
second  annual  meeting  after  their  election,  and that of the third class to
expire at the third annual meeting after their election.  At each annual meeting
after such  classification,  the number of directors  equal to the number of the
class whose term  expires at the time of such  meeting  shall be elected to hold
office until the third succeeding annual meeting of shareholders and until their
respective  successors  are  elected  and  shall  qualify.  In the  event of any
increase or decrease in the number of directors fixed by the Bylaws, all classes
of directors shall be increased or decreased as equally as may be possible.


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               (ii)  Newly-created  directorships  resulting from an increase in
the  authorized  number of directors or any  vacancies in the Board of Directors
resulting from death, resignation,  retirement,  disqualification,  removal from
office,  or other cause shall be filled by the affirmative vote of a majority of
the directors then in office, whether or not a quorum. No decrease in the number
of directors  constituting  the Board of Directors shall shorten the term of any
incumbent  director.  A director  may be removed  from office only for cause and
only by the affirmative  vote of the Holders of not less than two-thirds of each
class of the  voting  stock of the  Corporation  then  outstanding  at a meeting
called for that purpose.

         (b) The power to adopt,  alter, amend or repeal Bylaws is vested in the
Board of Directors,  which may take such action by the vote of a majority of the
directors present and voting at a meeting at which a quorum is present, provided
that  if,  as of the date  such  action  shall  occur,  there  is an  Interested
Shareholder,  such majority must include a majority of the Continuing Directors.
The  Bylaws  may  contain  any  provision  respecting  the  affairs,   business,
governance or other matters  relating to the Corporation not  inconsistent  with
the express provisions of these Articles.  Shareholders, by the affirmative vote
of the Holders of not less than 80 percent of each class of the voting  stock of
the Corporation then outstanding, may (i) adopt new Bylaws, or (ii) alter, amend
or repeal  Bylaws  adopted by either the  shareholders  or the Board,  and (iii)
prescribe that any Bylaw made by them shall not be altered,  amended or repealed
by the Board (provided that if the  shareholders do not so prescribe,  any Bylaw
made by them may be altered, amended or repealed by the Board).

(c) The  affirmative  vote of the  Holders  of not less than 80  percent of each
class of the voting stock of the Corporation then outstanding  shall be required
to amend or repeal  this  Article 3 or adopt any  provision  of the  Articles or
Bylaws inconsistent with this Article 3.

         (d)      For purposes of this Article 3:

               (i) "Person"  means any  individual,  firm,  corporation or other
entity.

               (ii)  "Interested  Shareholder"  means (A) any Person (other than
the Corporation,  a Subsidiary, or any profit-sharing,  employee stock ownership
or employee  benefit plan of the Corporation or a Subsidiary,  or any trustee of
or fiduciary  with respect to any such plan acting in such capacity) that is the
direct or indirect  beneficial  owner (as defined in Rules 13d-3 and 13d-5 under
the  Securities  Exchange Act of 1934 ("`34 Act") the date these  Articles first
became  effective) of five percent or more of the  outstanding  capital stock of
the  Corporation  entitled to vote for the  election of  directors,  and (B) any
Affiliate or Associate of any such Person.


               (iii)  "Affiliate"  and  "Associate"  shall  have the  respective
meanings  given those terms in Rule 12b-2 of the General  Rules and  Regulations
under  the  `34  Act as in  effect  on the  date  these  Articles  first  became
effective.


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               (iv)  "Subsidiary"  means any business entity, 50 percent or more
of which is directly or indirectly owned by the Corporation.

               (v)  "Continuing  Director"  means  any  member  of the  Board of
Directors  who is neither  an  Interested  Shareholder  nor  affiliated  with an
Interested  Shareholder  and  who  was  a  member  of  the  Board  of  Directors
immediately  prior  to the  time  that  the  Interested  Shareholder  became  an
Interested Shareholder.

               (vi) "Holders" means the holders of all classes and series of the
capital  stock of the  Corporation,  except as otherwise  specifically  provided
herein.

4.       To the full extent that the laws of the  Commonwealth  of Virginia,  as
they now or may hereafter  exist,  permit the  limitation or  elimination of the
liability of directors  or officers,  no director or officer of the  Corporation
shall be liable to the Corporation or its shareholders for any monetary damages.

5.       (a) The  Corporation  shall  indemnify  a  director  or  officer of the
Corporation who is or was a party to any  proceeding,  including a proceeding by
or in the right of the Corporation, by reason of the fact that he is or was such
a director or officer or is or was serving at the request of the  Corporation as
a  director,  officer,  employee or agent of another  corporation,  partnership,
joint  venture,  trust,  employee  benefit  plan or other  profit or  non-profit
enterprise  against all  liabilities  and expenses  incurred in the  proceeding,
except such  liabilities  and  expenses as are  incurred  because of his willful
misconduct or knowing  violation of the criminal law. Unless a determination has
been made that  indemnification  is not permissible,  the Corporation shall make
advances and  reimbursement  for expenses incurred by a director or officer in a
proceeding  upon receipt of an  undertaking  from him to repay the same if it is
ultimately  determined  that  he  is  not  entitled  to  indemnification.   Such
undertaking shall be an unlimited  unsecured general  obligation of the director
or  officer  and shall be  accepted  without  reference  to his  ability to make
repayment.  The Board of Directors is hereby empowered to contract in advance to
indemnify and advance the expenses of any director or officer.  The  termination
of any proceeding by judgment,  order, settlement,  conviction or upon a plea of
nolo  contendere or its  equivalent  shall not, by itself,  create a presumption
that the director or officer did not meet the standard of conduct  entitling him
to indemnity hereunder.


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         (b) The Board of Directors is hereby empowered to cause the Corporation
to indemnify  and make advances and  reimbursement  for expenses (or contract in
advance for the same)  incurred by any person not  specified in paragraph (a) of
this  Article 5 who was or is a party to any  proceeding,  by reason of the fact
that he is or was an employee or agent of the Corporation,  or is or was serving
at the request of the Corporation as a director,  officer,  employee or agent of
another corporation, partnership, joint venture, trust, employee benefit plan or
other profit or non-profit enterprise, to the same extent as if such person were
specified as one to whom  indemnification  is granted in  paragraph  (a) of this
Article.

         (c) The Corporation may purchase and maintain insurance to indemnify it
against the whole or any portion of the  liability  assumed by it in  accordance
with this Article and may also procure  insurance,  in such amounts as the Board
of Directors  may  determine,  on behalf of any person who is or was a director,
officer,  employee  or agent of the  Corporation,  or is or was  serving  at the
request of the Corporation as a director,  officer, employee or agent of another
corporation,  partnership,  joint venture, trust, employee benefit plan or other
enterprise, against any liability asserted against or incurred by such person in
any such  capacity  or  arising  from his  status  as such,  whether  or not the
Corporation  would have power to indemnify him against such liability  under the
provisions of this Article.

         (d)  Except  as  hereinafter  provided,  all  determinations  as to the
permissibility  of  indemnification  and advances and reimbursement for expenses
(including contracts with respect thereto) shall be made by a majority vote of a
quorum consisting of directors not at the time parties to the proceeding. In the
event  such a quorum  cannot be  obtained  to make any  determination  as to the
permissibility  of  indemnification  and advances and reimbursement for expenses
with respect to any claim for indemnification  (including contracts with respect
thereto),  or in the  event  there  has been a change  in the  composition  of a
majority  of the  Board of  Directors  after  the date of the  alleged  act with
respect to which indemnification is claimed, such determination shall be made by
special  legal  counsel  agreed upon by the Board of Directors  and the proposed
indemnitee.  If the Board of Directors and the proposed indemnitee are unable to
agree upon such special legal  counsel,  the Board of Directors and the proposed
indemnitee  each shall  select a nominee,  and the  nominees  shall  select such
special legal counsel.

         (e) The  provisions of this Article shall be applicable to all actions,
claims,  suits or  proceedings  commenced  after the  adoption  hereof,  whether
arising from any action  taken or failure to act before or after such  adoption.
No amendment,  modification  or repeal of this Article shall diminish the rights
provided  hereby or diminish  the right to  indemnification  with respect to any
claim,  issue or matter in any then  pending or  subsequent  proceeding  that is
based in any material  respect on any alleged  action or failure to act prior to
such amendment, modification or repeal.


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         (f) Except to the extent  inconsistent  with this  Article,  terms used
herein shall have the same meanings assigned them in the Indemnification Article
of the Virginia Stock  Corporation Act, as now in effect or hereafter amended or
replaced.  Without limitation,  it is expressly understood that reference herein
to  directors,  officers,  employees or agents shall include  former  directors,
officers,  employees  and  agents  and their  respective  heirs,  executors  and
administrators.


6.       (a) Any Business  Combination  shall require only such affirmative vote
by the Holders as is required by applicable  law and any other  provision of the
Articles,  exclusive  of Section  (b) of this  Article 6, if the  conditions  of
either of paragraphs (i) or (ii) are met:

               (i) The  Business  Combination  has been  approved by a vote of a
majority of the directors, including a majority of all the Continuing Directors;
or

               (ii) All of the following conditions have been satisfied:

                   (A) The Holders  shall  receive the  aggregate  amount of (x)
cash and (y)  fair  market  value  (as of the  date of the  consummation  of the
Business  Combination) of  consideration  other than cash, at least equal to the
highest per share price (including any brokerage commissions, transfer taxes and
soliciting  dealers' assessing fees) paid by the Interested  Shareholder for any
shares of such class or series of stock acquired by the Interested  Shareholder.
However,  if the highest  preferential amount per share of a series of preferred
stock  to which  the  Holders  thereof  would be  entitled  in the  event of any
voluntary or-involuntary  liquidation,  dissolution or winding up of the affairs
of the Corporation  (regardless of whether the Business Combination  constitutes
such an event) is greater than such aggregate amount,  Holders of such series of
preferred stock shall receive at least the highest preferential amount per share
applicable to such series of preferred stock; and

                   (B) The  consideration to be received by Holders of any class
or series of  outstanding  common or preferred  stock shall be in cash or in the
same form as the Interested  Shareholder  has previously paid for shares of such
class or series of stock.  If the Interested  Shareholder has paid for shares of
any class or series of stock with varying  forms of  consideration,  the form of
consideration  given  for  such  class  or  series  of  stock  in  the  Business
Combination  shall be either cash or the form used to acquire the largest number
of shares of such class or series of stock previously acquired by the Interested
Shareholder; and

                   (C) A proxy statement  satisfying the requirements of the `34
Act and the rules  and  regulations  thereunder  (or any  subsequent  provisions
replacing  the `34 Act and such  rules and  regulations)  shall be mailed to the
shareholders  of the  Corporation  at least 45 days prior to the  holding of any
meeting of shareholders of the Corporation to vote upon the Business Combination
(whether or not such proxy or information  statement is required pursuant to the
`34 Act or any subsequent  provisions) and shall contain in the forepart thereof
in  a  prominent  place  any   recommendations   as  to  the   advisability  (or
inadvisability) of the Business  Combination which the Continuing  Directors may
choose to state  and,  if  deemed  advisable  by a  majority  of the  Continuing
Directors,  an opinion of a reputable investment banking firm as to the fairness
(or lack of fairness) of the terms of such Business  Combination  from the point
of view of the Holders of any class or series of voting stock of the Corporation

<PAGE>

other  than the  Interested  Shareholder  (such  investment  banking  firm to be
selected by a majority of the  Continuing  Directors,  to be furnished  with all
information  it  reasonably  requests  and  to be  paid  by  the  Corporation  a
reasonable  fee  for  its  services  upon  receipt  by the  Corporation  of such
opinion).

         (b) If the  provisions of paragraph (a) of this Article 6 have not been
satisfied,  any Business  Combination  shall require the affirmative vote of the
Holders  of at  least  80  percent  of each  class  of the  voting  stock of the
Corporation   then   outstanding.   Such  affirmative  vote  shall  be  required
notwithstanding  the fact  that no vote may be  required,  or that  some  lesser
percentage may be specified by law or in any agreement of the  Corporation  with
any national securities exchange or otherwise.

         (c) For the purposes of this Article 6:

               (i) "Business Combination" means any of the following:

                   (A) Any merger or  consolidation  of the  Corporation  or any
Subsidiary  with  or into  (x)  any  Interested  Shareholder,  or (y) any  other
Corporation  which,  after such merger or consolidation,  would be an Interested
Shareholder; or

                   (B) Any sale, lease, exchange,  mortgage, pledge, transfer or
other disposition (in one transaction or a series of related transactions) to or
with  any  Interested  Shareholder  of  any  assets  of the  Corporation  or any
Subsidiary  when such assets have an aggregate  fair market value of $500,000 or
more; or

                   (C) The issuance or transfer to any Interested Shareholder by
the  Corporation or any  Subsidiary  (in one  transaction or a series of related
transactions)  of any equity  securities of the  Corporation  or any  Subsidiary
where any such equity securities have an aggregate fair market value of $500,000
or more; or

                   (D) The adoption of any plan or proposal for the  liquidation
or dissolution of the Corporation; or

                   (E)  Any   reclassification  of  securities   (including  any
preferred stock split) or  recapitalization  of the Corporation or any merger or
consolidation  of the  Corporation  with any of its  Subsidiaries or any similar
transaction  (whether or not with or into or otherwise  involving an  Interested
Shareholder)  which has the effect of  directly  or  indirectly  increasing  the
percentage  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 Shareholder; or

                   (F) Any agreement,  contract,  or other arrangement providing
for  any of  the  transactions  described  in  this  definition  of a  "Business
Combination;" or


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                   (G) The Corporation or any of its Subsidiaries  entering into
a partnership agreement with any Interested Shareholder.

               (ii) The terms "Person," "Interested  Shareholder,"  "Affiliate,"
"Associate,"  "Subsidiary," "Continuing Director" and "Holders," as used in this
Article  6,  shall  have the  meanings  and be as  defined in Article 3 of these
Articles.

         (d) A majority of the Continuing Directors shall have the power to make
all  determinations   with  respect  to  this  Article  6,  including,   without
limitation,  determining  which  transactions  are  Business  Combinations,  the
Persons  who are  Interested  Shareholders,  the  time at  which  an  Interested
Shareholder  became an  Interested  Shareholder,  the fair  market  value of any
assets,  securities or other  property,  and whether a Person is an Affiliate or
Associate of another,  and any such determinations of such Continuing  Directors
shall be conclusive and binding.

         (e) Nothing  contained  in this Article 6 shall be construed to relieve
any Interested Shareholder from any fiduciary obligation imposed by law.

         (f)  Notwithstanding  any other  provisions of these Articles or of the
Bylaws  of the  Corporation  (and in  addition  to any  other  vote  that may be
required by law or the Bylaws of the  Corporation),  the affirmative vote of the
Holders of not less than 80  percent  of each  class of the voting  stock of the
Corporation then outstanding  shall be required in order to amend or repeal this
Article 6 or adopt any provision inconsistent herewith.

7.       Unless a greater  vote is  required by law,  by these  Articles,  or by
resolution of the Board as a condition to its submission of a proposed amendment
to these  Articles for  shareholder  approval,  any amendment to these  Articles
which must be adopted by shareholders shall be so adopted upon being approved by
a majority of all the votes cast on the amendment by each voting group  entitled
to vote on the  transaction  at a meeting at which a quorum of the voting  group
exists.

8.       The  Corporation's  initial  registered  office shall be located in the
City of Roanoke at 1800 First Union Tower, 10 South Jefferson  Street,  Roanoke,
Virginia 24011. The Corporation's  initial  registered agent shall be Douglas W.
Densmore,  whose address is the same as the Corporation's  registered office and
who is a resident of Virginia and a member of the Virginia State Bar.