As filed with the Securities and Exchange Commission on September 30, 1997.
                                                     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 Identification No.)
  incorporation or organization)

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

                             UNION BANKSHARES, LTD.
                           PROFIT SHARING 401(K) PLAN
                            (Full title of the plan)
                         ------------------------------

                                 With copies to:
        CHARLES R. HARRISON                          RONALD R. LEVINE, II, ESQ.
      CHIEF EXECUTIVE OFFICER                        DAVIS, GRAHAM & STUBBS LLP
  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
<TABLE>
<CAPTION>

                                                        Proposed maximum         Proposed
                                      Amount to be       offering price      maximum aggregate        Amount of
Title of securities to be registered   registered          per unit(1)       offering price(1)    registration fee

<S>                                 <C>                     <C>                <C>                     <C>   
Common Stock, par value $.001       100,000 shares(4)       $26.50             $2,650,000              $804
  per share

Interests in the Union Bankshares, Ltd.
  Profit Sharing 401(k) Plan               (2)                 (3)                  (3)                  (3)
</TABLE>


(1)  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 September 25, 1997 as quoted on the NASDAQ
     National Market System.
(2)  Pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this
     Registration Statement also covers an indeterminate amount of plan
     interests to be offered or sold pursuant to the Union Bankshares, Ltd.
     Profit Sharing 401(k) Plan.
(3)  Pursuant to Rule 457(h)(2) under the Securities Act of 1933, as amended, no
     separate fee is required to register plan interests. 
(4)  If, as a result of stock splits, stock dividends or similar transactions,
     the number of securities purported to be registered on this Registration
     Statement changes, the provisions of Rule 416 shall apply to this
     Registration Statement and this Registration Statement shall be deemed to
     cover the additional securities resulting from the split of, or the
     dividend on, the securities covered by this Registration Statement.

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed by the Union Bankshares, Ltd. Profit Sharing
401(k) Plan (the "Plan") with the Commission are hereby incorporated in this
Registration Statement by reference:

     (a)  The Plan's latest annual report on Form 11-K for the fiscal year ended
          December 31, 1996;

     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, 1996;

     (b)  Quarterly Report on Form 10-QSB for the quarter ended March 31, 1997;

     (c)  Quarterly Report on Form 10-QSB for the quarter ended June 30, 1997;
          and

     (d)  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).

     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.

     Any statement contained in a document incorporated by, or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modified or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.


<PAGE>



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 August be entitled 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.

     The foregoing description of certain provisions of the Company's
Certificate of Incorporation and Bylaws is qualified in its entirety by the
actual Certificate of Incorporation and Bylaws of the Company filed as exhibits
to the 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>

7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

8.   EXHIBITS

          4.1  Specimen Stock Certificate/1/

          4.2  Union Bankshares, Ltd. Profit Sharing 401(k) Plan

          4.3  Model Amendment effective January 1, 1993

          4.4  Model Amendment effective January 1, 1994

          4.5  Model Amendments effective December 12, 1994 and January 1, 1995

          4.6  Plan Adoption Agreement dated September 30, 1993

          4.7  First Amendment to Plan Adoption Agreement dated November 10,
               1994

          4.8  Second Amendment to Plan Adoption Agreement dated December 6,
               1996

          4.9  Third Amendment to Plan Adoption Agreement dated January 27, 1997

          4.10 Trust Agreement for the Plan dated September 30, 1993

          5.1  Opinion re Legality. Because the shares will be purchased in the
               open market and are not original issuance securities, no opinion
               re legality is required

          5.2  Determination Letter of Internal Revenue Service as to the
               Qualified Status of the Plan under Section 401 of the Internal
               Revenue Code of 1986, as amended

          5.3  Opinion of Davis, Graham & Stubbs LLP re ERISA compliance of
               Amendments to the Plan

          23.1 Consent of Baird, Kurtz & Dobson

          23.2 Consent of McGladrey & Pullen, LLP

-------- 
/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-3

<PAGE>

          24.1 Power of Attorney

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 and each filing of the Plan's annual report pursuant to 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 August 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-4


<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 September 30, 1997.

                                       UNION BANKSHARES, LTD.


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


     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.


<TABLE>
<CAPTION>
          SIGNATURE                            TITLE                                      DATE

<S>                                  <C>                                             <C>
/s/ Charles R. Harrison*             Chairman of the Board and                       September 30, 1997
----------------------------------   Chief Executive Officer
Charles R. Harrison                  (Principal Executive Officer)


/s/ Bruce E. Hall                    Vice President, Treasurer and                   September 30, 1997
----------------------------------   Secretary and a Director
Bruce E. Hall                        (Principal Financial and
                                     Accounting Officer)


/s/ Herman J. Zueck*                 President and Director                          September 30, 1997
----------------------------------
Herman J. Zueck


                                     Director                                        
----------------------------------
Wayne T. Biddle



                                      II-5

<PAGE>



/s/ Ralph D. Johnson*                Director                                        September 30, 1997
----------------------------------
Ralph D. Johnson


/s/ Richard C. Saunders*             Director                                        September 30, 1997
----------------------------------
Richard C. Saunders


/s/ C. Gale Sellens*                 Director                                        September 30, 1997
----------------------------------
C. Gale Sellens


/s/ Jerrold B. Evans*                Director                                        September 30, 1997
----------------------------------
Jerrold B. Evans


*By: /s/ Bruce E. Hall
    ------------------------------
      Attorney In-Fact

</TABLE>

                                      II-6

<PAGE>


                                  EXHIBIT INDEX
   Exhibit
     No.       Description
--------------------------------------------------------------------------------

     4.2  Union Bankshares, Ltd. Profit Sharing 401(k) Plan

     4.3  Model Amendment effective January 1, 1993

     4.4  Model Amendment effective January 1, 1994

     4.5  Model Amendments effective December 12, 1994 and January 1, 1995

     4.6  Plan Adoption Agreement dated September 30, 1993

     4.7  First Amendment to Plan Adoption Agreement dated November 10, 1994

     4.8  Second Amendment to Plan Adoption Agreement dated December 6, 1996

     4.9  Third Amendment to Plan Adoption Agreement dated January 27, 1997

     4.10 Trust Agreement for the Plan dated September 30, 1993

     5.2  Determination Letter of Internal Revenue Service as to the Qualified
          Status of the Plan under Section 401 of the Internal Revenue Code of
          1986, as amended

     5.3  Opinion of Davis, Graham & Stubbs LLP re ERISA compliance of
          Amendments to the Plan

     23.1 Consent of Baird, Kurtz & Dobson

     23.2 Consent of McGladrey & Pullen, LLP

     24.1 Power of Attorney


                                      II-7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17477}]
{"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": "333-36781", "film-number": "97688681"}, "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 September 30, 1997.
                                                     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 Identification No.)
  incorporation or organization)

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

                             UNION BANKSHARES, LTD.
                           PROFIT SHARING 401(K) PLAN
                            (Full title of the plan)
                         ------------------------------

                                 With copies to:
        CHARLES R. HARRISON                          RONALD R. LEVINE, II, ESQ.
      CHIEF EXECUTIVE OFFICER                        DAVIS, GRAHAM & STUBBS LLP
  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 unit(1)       offering price(1)    registration fee
Common Stock, par value $.001       100,000 shares(4)       $26.50             $2,650,000              $804
  per share

Interests in the Union Bankshares, Ltd.
  Profit Sharing 401(k) Plan               (2)                 (3)                  (3)                  (3)
(1)  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 September 25, 1997 as quoted on the NASDAQ
     National Market System.
(2)  Pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this
     Registration Statement also covers an indeterminate amount of plan
     interests to be offered or sold pursuant to the Union Bankshares, Ltd.
     Profit Sharing 401(k) Plan.
(3)  Pursuant to Rule 457(h)(2) under the Securities Act of 1933, as amended, no
     separate fee is required to register plan interests. 
(4)  If, as a result of stock splits, stock dividends or similar transactions,
     the number of securities purported to be registered on this Registration
     Statement changes, the provisions of Rule 416 shall apply to this
     Registration Statement and this Registration Statement shall be deemed to
     cover the additional securities resulting from the split of, or the
     dividend on, the securities covered by this Registration Statement.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed by the Union Bankshares, Ltd. Profit Sharing
401(k) Plan (the "Plan") with the Commission are hereby incorporated in this
Registration Statement by reference:

     (a)  The Plan's latest annual report on Form 11-K for the fiscal year ended
          December 31, 1996;

     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, 1996;

     (b)  Quarterly Report on Form 10-QSB for the quarter ended March 31, 1997;

     (c)  Quarterly Report on Form 10-QSB for the quarter ended June 30, 1997;
          and

     (d)  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).

     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.

     Any statement contained in a document incorporated by, or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modified or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
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 August be entitled 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.

     The foregoing description of certain provisions of the Company's
Certificate of Incorporation and Bylaws is qualified in its entirety by the
actual Certificate of Incorporation and Bylaws of the Company filed as exhibits
to the Registration Statement on Form S-1 (Registration No. 33-56736), as
declared effective on March 9, 1993, and incorporated herein by reference.

                                      II-2
7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

8.   EXHIBITS

          4.1  Specimen Stock Certificate/1/

          4.2  Union Bankshares, Ltd. Profit Sharing 401(k) Plan

          4.3  Model Amendment effective January 1, 1993

          4.4  Model Amendment effective January 1, 1994

          4.5  Model Amendments effective December 12, 1994 and January 1, 1995

          4.6  Plan Adoption Agreement dated September 30, 1993

          4.7  First Amendment to Plan Adoption Agreement dated November 10,
               1994

          4.8  Second Amendment to Plan Adoption Agreement dated December 6,
               1996

          4.9  Third Amendment to Plan Adoption Agreement dated January 27, 1997

          4.10 Trust Agreement for the Plan dated September 30, 1993

          5.1  Opinion re Legality. Because the shares will be purchased in the
               open market and are not original issuance securities, no opinion
               re legality is required

          5.2  Determination Letter of Internal Revenue Service as to the
               Qualified Status of the Plan under Section 401 of the Internal
               Revenue Code of 1986, as amended

          5.3  Opinion of Davis, Graham & Stubbs LLP re ERISA compliance of
               Amendments to the Plan

          23.1 Consent of Baird, Kurtz & Dobson

          23.2 Consent of McGladrey & Pullen, LLP

-------- 
/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-3
24.1 Power of Attorney

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 and each filing of the Plan's annual report pursuant to 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 August 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-4
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 September 30, 1997.

                                       UNION BANKSHARES, LTD.

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

     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
/s/ Charles R. Harrison*             Chairman of the Board and                       September 30, 1997
----------------------------------   Chief Executive Officer
Charles R. Harrison                  (Principal Executive Officer)

/s/ Bruce E. Hall                    Vice President, Treasurer and                   September 30, 1997
----------------------------------   Secretary and a Director
Bruce E. Hall                        (Principal Financial and
                                     Accounting Officer)

/s/ Herman J. Zueck*                 President and Director                          September 30, 1997
----------------------------------
Herman J. Zueck

                                     Director                                        
----------------------------------
Wayne T. Biddle

                                      II-5
/s/ Ralph D. Johnson*                Director                                        September 30, 1997
----------------------------------
Ralph D. Johnson

/s/ Richard C. Saunders*             Director                                        September 30, 1997
----------------------------------
Richard C. Saunders

/s/ C. Gale Sellens*                 Director                                        September 30, 1997
----------------------------------
C. Gale Sellens

/s/ Jerrold B. Evans*                Director                                        September 30, 1997
----------------------------------
Jerrold B. Evans

*By: /s/ Bruce E. Hall
    ------------------------------
      Attorney In-Fact
II-6
EXHIBIT INDEX
   Exhibit
     No.       Description
--------------------------------------------------------------------------------

     4.2  Union Bankshares, Ltd. Profit Sharing 401(k) Plan

     4.3  Model Amendment effective January 1, 1993

     4.4  Model Amendment effective January 1, 1994

     4.5  Model Amendments effective December 12, 1994 and January 1, 1995

     4.6  Plan Adoption Agreement dated September 30, 1993

     4.7  First Amendment to Plan Adoption Agreement dated November 10, 1994

     4.8  Second Amendment to Plan Adoption Agreement dated December 6, 1996

     4.9  Third Amendment to Plan Adoption Agreement dated January 27, 1997

     4.10 Trust Agreement for the Plan dated September 30, 1993

     5.2  Determination Letter of Internal Revenue Service as to the Qualified
          Status of the Plan under Section 401 of the Internal Revenue Code of
          1986, as amended

     5.3  Opinion of Davis, Graham & Stubbs LLP re ERISA compliance of
          Amendments to the Plan

     23.1 Consent of Baird, Kurtz & Dobson

     23.2 Consent of McGladrey & Pullen, LLP

     24.1 Power of Attorney

                                      II-7