<PAGE>
As filed with the Securities and Exchange Commission on July 26, 1996.
                                           Registration No. 333-______

======================================================================

                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549
                    ______________________________

                               FORM S-8

        REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                    ______________________________

                        UNION BANKSHARES, LTD.
        (Exact name of registrant as specified in its charter)
                    ______________________________

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


                         1825 LAWRENCE STREET
                               SUITE 444
                        DENVER, COLORADO  80202
                            (303) 298-5352
               (Address of principal executive offices)

                   EMPLOYEES' EQUITY INCENTIVE PLAN
                           OPTION BONUS PLAN
                      (Full titles of the plans)
                    ______________________________

                                                With copies to:
                                          RONALD R. LEVINE, II, ESQ.
      CHARLES R. HARRISON                   KEVIN P. STICHTER, ESQ.
    CHIEF EXECUTIVE OFFICER                 DAVIS, GRAHAM & STUBBS
1825 LAWRENCE STREET, SUITE 444           370 17TH STREET, SUITE 4700
    DENVER, COLORADO  80202                 DENVER, COLORADO  80202
        (303) 298-5352                          (303) 892-9400
       (Name, address, including zip code, and telephone number,
              including area code, of agent for service)
                    ______________________________

<TABLE>
<CAPTION>
                                            CALCULATION OF REGISTRATION FEE
====================================================================================================================
                                                           Proposed maximum         Proposed
                                       Amount to be         offering price      maximum aggregate       Amount of
Title of securities to be registered    registered           per share<F1>      offering price<F1>  registration fee
- --------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                 <C>                 <C>                 <C>
Common Stock, par value $.001) . . .     250,000 shares      $12.375             $3,093,750          $1,066.82
per share
====================================================================================================================

<FN>
<F1> Estimated solely for the purpose of determining the amount of the registration fee pursuant to Rule 457(h),
     based upon the closing price of the Company's Common Stock on July 24, 1996 as quoted on the NASDAQ National
     Market System.
</TABLE>


                                                      TOTAL PAGES:  23
                                             INDEX TO EXHIBITS, PAGE 8<PAGE>
                           EXPLANATORY NOTE

     This Registration Statement covers the registration of
(i) 100,000 additional shares of Common Stock of Union Bankshares,
Ltd., a Delaware corporation (the "Company"), issuable pursuant to the
Company's Employees' Equity Incentive Plan; and (ii) 150,000 shares of
Common Stock issuable pursuant to the Company's Option Bonus Plan.

<PAGE>
                                PART II

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed by the Company with the Commission
are hereby incorporated in this Registration Statement by reference:

     (a)  Annual Report on Form 10-KSB for the year ended December 31,
          1995;

     (b)  Quarterly Report on Form 10-QSB for the quarter ended
          March 31, 1996;

     (c)  The description of the Company's Common Stock contained in
          the Company's Registration Statement on Form 8-A, filed with
          the Commission on January 6, 1993 (File No. 0-21078); and

     (d)  Report on Form 8-K, dated July 24, 1996.

     All documents filed by the Company with the Commission pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934 subsequent to the date of this Registration Statement and
prior to the filing of a post-effective amendment to this Registration
Statement indicating that all securities offered under the
Registration Statement have been sold, or deregistering all securities
then remaining unsold, shall be deemed to be incorporated in this
Registration Statement by reference and to be a part hereof from the
date of filing of such documents.

4.   DESCRIPTION OF SECURITIES.

     Not applicable.

5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Company's Certificate of Incorporation and Bylaws provide
that the Company shall indemnify all directors and officers of the
Company to the fullest extent now or hereafter permitted by the
Delaware General Corporation Law.  Under such provisions any director
or officer, who in his capacity as such, is made or threatened to be
made a party to any suit or proceeding, shall be indemnified if such
director or officer acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Company
and, with respect to any criminal proceeding, had no reasonable cause
to believe his conduct was unlawful.  The Certificate, Bylaws and the
Delaware General Corporation Law further provide that such
indemnification is not exclusive of any other rights to which such
individuals may be entitled

                                 II-1<PAGE>
under the Certificate of Incorporation, the Bylaws, any agreement,
insurance policies, vote of stockholders or disinterested directors or
otherwise.

     In addition, the Company's Certificate of Incorporation provides
that to the fullest extent now or hereafter permitted by Delaware law,
the Company's directors will not be liable for monetary damages for
breach of the directors' fiduciary duty of care to the Company and its
stockholders.  This provision in the Certificate of Incorporation does
not eliminate the directors' fiduciary duty of care, and in
appropriate circumstances equitable remedies such as an injunction or
other forms of non-monetary relief would remain available under
Delaware law.  Each director will continue to be subject to liability
for breach of the director's duty of loyalty to the Company and its
stockholders, for acts or omissions not in good faith or involving
intentional misconduct or knowing violations of law, for liability
arising under Section 174 of the Delaware General Corporation Law
(relating to the unlawful payment of dividends, and purchase or
redemption of the Company's stock), or for any transaction from which
the director derived an improper personal benefit.  This provision
also does not affect a director's responsibilities under any other
laws, such as the federal securities laws or state or federal
environmental laws.  The Company has purchased a directors and
officers insurance policy providing not less than a $3.0 million
coverage limit in the aggregate per year.

7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

8.   EXHIBITS

     4.1  Specimen Stock Certificate.(1)

     4.2  Employees' Equity Incentive Plan.(1)

     4.3  Option Bonus Plan.

     5.1  Opinion and Consent of Davis, Graham & Stubbs LLP.

     23.1 Consent of Davis, Graham & Stubbs LLP.  See Exhibit 5.1.

     23.2 Consent of McGladrey & Pullen.

     24.1 Power of Attorney (incorporated in the Signature Page of
          this Registration Statement).

____________________

(1)  Filed as an exhibit to the Company's Registration Statement on
     Form S-1 (Registration No. 33-56736), as declared effective on
     March 9, 1993, and incorporated herein by reference.

                                 II-2<PAGE>
9.   UNDERTAKINGS

     A.   The Company hereby undertakes:  (1) to file, during any
period in which offers or sales are being made, a post-effective
amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement; (2) that, for the purpose
of determining any liability under the Securities Act of 1933, each
such post-effective amendment shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and (3) to remove from registration by means of
a post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.

     B.   The Company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the Company's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the Registration Statement shall be
deemed to be a new Registration Statement relating to the securities
offered herein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.

     C.   Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the
Company in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.

                                 II-3<PAGE>
                              SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
Company certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Denver, State
of Colorado, on July 25, 1996.

                              UNION BANKSHARES, LTD.


                              By: Charles R. Harrison
                                 -------------------------------------
                                 Charles R. Harrison, Chairman of the
                                 Board and Chief Executive Officer

                           POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints jointly and severally,
Charles R. Harrison, Herman J. Zueck and Bruce E. Hall, or any of
them, with full power to act alone, his true and lawful attorneys-in-
fact, with full power of substitution, and resubstitution, for him and
in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this
Registration Statement on Form S-8, and file the same, with all
exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-
in-fact full power and authority to do and perform each and every act
and thing requisite and necessary to be done as fully to all intents
and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact or either of them may
lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following
persons in the capacities and on the date indicated.

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

Charles R. Harrison      Chairman of the Board         July 25, 1996
- -----------------------  and Chief Executive Officer
Charles R. Harrison      (Principal Executive Officer)


Bruce E. Hall            Vice President, Treasurer     July 25, 1996
- -----------------------  and Secretary and a Director
Bruce E. Hall            (Principal Financial and
                         Accounting Officer)

                                 II-4<PAGE>
Herman J. Zueck          President and a Director      July 25, 1996
- -----------------------
Herman J. Zueck


Wayne T. Biddle          Director                      July 25, 1996
- -----------------------
Wayne T. Biddle


Lloyd E. Hayne           Director                      July 25, 1996
- -----------------------
Lloyd E. Hayne


Ralph D. Johnson         Director                      July 25, 1996
- -----------------------
Ralph D. Johnson


Richard C. Saunders      Director                      July 25, 1996
- -----------------------
Richard C. Saunders


C. Gale Sellens          Director                      July 25, 1996
- -----------------------
C. Gale Sellens


Jerrold B. Evans         Director                      July 25, 1996
- -----------------------
Jerrold B. Evans
<PAGE>
                            EXHIBIT INDEX  
Exhibit
  No.     Description
- ----------------------------------------------------------------------

   4.3    Option Bonus Plan

   5.1    Opinion and Consent of Davis, Graham & Stubbs

  23.2    Consent of McGladrey & Pullen

                                 II-6
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 14621}]
{"company-data": {"conformed-name": "UNION BANKSHARES LTD", "cik": "0000895688", "assigned-sic": "6022", "irs-number": "840986148", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-08961", "film-number": "96599653"}, "business-address": {"street1": "1825 LAWRENCE ST", "street2": "STE 444", "city": "DENVER", "state": "CO", "zip": "80202", "phone": "3032985352"}, "mail-address": {"street1": "1825 LAWRENCE ST", "street2": "STE 444", "city": "DENVER", "state": "CO", "zip": "80202"}}
As filed with the Securities and Exchange Commission on July 26, 1996.
                                           Registration No. 333-______

======================================================================

                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549
                    ______________________________

                               FORM S-8

        REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                    ______________________________

                        UNION BANKSHARES, LTD.
        (Exact name of registrant as specified in its charter)
                    ______________________________

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

                         1825 LAWRENCE STREET
                               SUITE 444
                        DENVER, COLORADO  80202
                            (303) 298-5352
               (Address of principal executive offices)

                   EMPLOYEES' EQUITY INCENTIVE PLAN
                           OPTION BONUS PLAN
                      (Full titles of the plans)
                    ______________________________

                                                With copies to:
                                          RONALD R. LEVINE, II, ESQ.
      CHARLES R. HARRISON                   KEVIN P. STICHTER, ESQ.
    CHIEF EXECUTIVE OFFICER                 DAVIS, GRAHAM & STUBBS
1825 LAWRENCE STREET, SUITE 444           370 17TH STREET, SUITE 4700
    DENVER, COLORADO  80202                 DENVER, COLORADO  80202
        (303) 298-5352                          (303) 892-9400
       (Name, address, including zip code, and telephone number,
              including area code, of agent for service)
                    ______________________________
CALCULATION OF REGISTRATION FEE
====================================================================================================================
                                                           Proposed maximum         Proposed
                                       Amount to be         offering price      maximum aggregate       Amount of
Title of securities to be registered    registered           per share
offering price
registration fee
- --------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.001) . . .     250,000 shares      $12.375             $3,093,750          $1,066.82
per share
====================================================================================================================
Estimated solely for the purpose of determining the amount of the registration fee pursuant to Rule 457(h),
     based upon the closing price of the Company's Common Stock on July 24, 1996 as quoted on the NASDAQ National
     Market System.
TOTAL PAGES:  23
                                             INDEX TO EXHIBITS, PAGE 8
EXPLANATORY NOTE

     This Registration Statement covers the registration of
(i) 100,000 additional shares of Common Stock of Union Bankshares,
Ltd., a Delaware corporation (the "Company"), issuable pursuant to the
Company's Employees' Equity Incentive Plan; and (ii) 150,000 shares of
Common Stock issuable pursuant to the Company's Option Bonus Plan.
PART II

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed by the Company with the Commission
are hereby incorporated in this Registration Statement by reference:

     (a)  Annual Report on Form 10-KSB for the year ended December 31,
          1995;

     (b)  Quarterly Report on Form 10-QSB for the quarter ended
          March 31, 1996;

     (c)  The description of the Company's Common Stock contained in
          the Company's Registration Statement on Form 8-A, filed with
          the Commission on January 6, 1993 (File No. 0-21078); and

     (d)  Report on Form 8-K, dated July 24, 1996.

     All documents filed by the Company with the Commission pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934 subsequent to the date of this Registration Statement and
prior to the filing of a post-effective amendment to this Registration
Statement indicating that all securities offered under the
Registration Statement have been sold, or deregistering all securities
then remaining unsold, shall be deemed to be incorporated in this
Registration Statement by reference and to be a part hereof from the
date of filing of such documents.

4.   DESCRIPTION OF SECURITIES.

     Not applicable.

5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Company's Certificate of Incorporation and Bylaws provide
that the Company shall indemnify all directors and officers of the
Company to the fullest extent now or hereafter permitted by the
Delaware General Corporation Law.  Under such provisions any director
or officer, who in his capacity as such, is made or threatened to be
made a party to any suit or proceeding, shall be indemnified if such
director or officer acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Company
and, with respect to any criminal proceeding, had no reasonable cause
to believe his conduct was unlawful.  The Certificate, Bylaws and the
Delaware General Corporation Law further provide that such
indemnification is not exclusive of any other rights to which such
individuals may be entitled

                                 II-1
under the Certificate of Incorporation, the Bylaws, any agreement,
insurance policies, vote of stockholders or disinterested directors or
otherwise.

     In addition, the Company's Certificate of Incorporation provides
that to the fullest extent now or hereafter permitted by Delaware law,
the Company's directors will not be liable for monetary damages for
breach of the directors' fiduciary duty of care to the Company and its
stockholders.  This provision in the Certificate of Incorporation does
not eliminate the directors' fiduciary duty of care, and in
appropriate circumstances equitable remedies such as an injunction or
other forms of non-monetary relief would remain available under
Delaware law.  Each director will continue to be subject to liability
for breach of the director's duty of loyalty to the Company and its
stockholders, for acts or omissions not in good faith or involving
intentional misconduct or knowing violations of law, for liability
arising under Section 174 of the Delaware General Corporation Law
(relating to the unlawful payment of dividends, and purchase or
redemption of the Company's stock), or for any transaction from which
the director derived an improper personal benefit.  This provision
also does not affect a director's responsibilities under any other
laws, such as the federal securities laws or state or federal
environmental laws.  The Company has purchased a directors and
officers insurance policy providing not less than a $3.0 million
coverage limit in the aggregate per year.

7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

8.   EXHIBITS

     4.1  Specimen Stock Certificate.(1)

     4.2  Employees' Equity Incentive Plan.(1)

     4.3  Option Bonus Plan.

     5.1  Opinion and Consent of Davis, Graham & Stubbs LLP.

     23.1 Consent of Davis, Graham & Stubbs LLP.  See Exhibit 5.1.

     23.2 Consent of McGladrey & Pullen.

     24.1 Power of Attorney (incorporated in the Signature Page of
          this Registration Statement).

____________________

(1)  Filed as an exhibit to the Company's Registration Statement on
     Form S-1 (Registration No. 33-56736), as declared effective on
     March 9, 1993, and incorporated herein by reference.

                                 II-2
9.   UNDERTAKINGS

     A.   The Company hereby undertakes:  (1) to file, during any
period in which offers or sales are being made, a post-effective
amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement; (2) that, for the purpose
of determining any liability under the Securities Act of 1933, each
such post-effective amendment shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and (3) to remove from registration by means of
a post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.

     B.   The Company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the Company's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the Registration Statement shall be
deemed to be a new Registration Statement relating to the securities
offered herein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.

     C.   Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the
Company in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.

                                 II-3
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
Company certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Denver, State
of Colorado, on July 25, 1996.

                              UNION BANKSHARES, LTD.

                              By: Charles R. Harrison
                                 -------------------------------------
                                 Charles R. Harrison, Chairman of the
                                 Board and Chief Executive Officer

                           POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints jointly and severally,
Charles R. Harrison, Herman J. Zueck and Bruce E. Hall, or any of
them, with full power to act alone, his true and lawful attorneys-in-
fact, with full power of substitution, and resubstitution, for him and
in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this
Registration Statement on Form S-8, and file the same, with all
exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-
in-fact full power and authority to do and perform each and every act
and thing requisite and necessary to be done as fully to all intents
and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact or either of them may
lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following
persons in the capacities and on the date indicated.

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

Charles R. Harrison      Chairman of the Board         July 25, 1996
- -----------------------  and Chief Executive Officer
Charles R. Harrison      (Principal Executive Officer)

Bruce E. Hall            Vice President, Treasurer     July 25, 1996
- -----------------------  and Secretary and a Director
Bruce E. Hall            (Principal Financial and
                         Accounting Officer)

                                 II-4
Herman J. Zueck          President and a Director      July 25, 1996
- -----------------------
Herman J. Zueck

Wayne T. Biddle          Director                      July 25, 1996
- -----------------------
Wayne T. Biddle

Lloyd E. Hayne           Director                      July 25, 1996
- -----------------------
Lloyd E. Hayne

Ralph D. Johnson         Director                      July 25, 1996
- -----------------------
Ralph D. Johnson

Richard C. Saunders      Director                      July 25, 1996
- -----------------------
Richard C. Saunders

C. Gale Sellens          Director                      July 25, 1996
- -----------------------
C. Gale Sellens

Jerrold B. Evans         Director                      July 25, 1996
- -----------------------
Jerrold B. Evans
EXHIBIT INDEX  
Exhibit
  No.     Description
- ----------------------------------------------------------------------

   4.3    Option Bonus Plan

   5.1    Opinion and Consent of Davis, Graham & Stubbs

  23.2    Consent of McGladrey & Pullen

                                 II-6