<PAGE>
EXHIBIT 3.4
ARTICLES OF AMENDMENT
OF
COMMONWEALTH BANKSHARES, INC.
1. The name of the Corporation is Commonwealth Bankshares, Inc.
2. Article III, Capitalization of the Corporation's Articles of
Incorporation shall be amended to read as follows:
"Section 1. Number of Shares
The aggregate number of shares of Capital Stock which the Corporation
shall have authority to issue, the class and the par value per share
thereof are as follows:
Par Value
Class Number of Shares Per Share
----- ---------------- ----------
Common 5,000,000 $ 2.50
Preferred 300,000 $25.00"
3. The amendment was adopted by the Corporation's Shareholders on
February 29, 1996.
4. The designation, number of outstanding shares, and number of votes
entitled to be cast by each voting group, and the total number of votes cast for
and against the amendment by each voting group were as follows:
<TABLE>
<CAPTION>
Number Number Number
Outstanding Voted Voted Number
and Entitled For Against Votes Not
Class to Vote Amendment Amendment Abstaining Voted
----- ----------- --------- --------- ---------- -----
<S> <C> <C> <C> <C> <C>
Common 894,103 747,154 10,054 22,745 114,150
</TABLE>
5. Under the terms of the corporation's Articles of Incorporation, the
number of votes cast for the amendment by each voting group was sufficient for
approval by the voting group.
COMMONWEALTH BANKSHARES, INC.
By /s/ John H. Gayle
---------------------------
John H. Gayle
Senior Vice President and
Chief Financial Officer
