SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.)

[X] Filed by the Registrant
|_| Filed by a Party other than the Registrant

Check the appropriate box:

|_| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to ss.240.14a-12

Highlands Bankshares, Inc.
(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

|X| No fee required.

|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

- --------------------------------------------------------------------------------

(2) Aggregate number of securities to which transaction applies:

- --------------------------------------------------------------------------------

(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):

- --------------------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:

- --------------------------------------------------------------------------------

(5) Total fee paid:

- --------------------------------------------------------------------------------

|_| Fee paid previously with preliminary materials.

|_| Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.

(1) Amount Previously Paid:

- --------------------------------------------------------------------------------

(2) Form, Schedule or Registration Statement No.:

- --------------------------------------------------------------------------------

(3) Filing Party:

- --------------------------------------------------------------------------------

(4) Date Filed:

- --------------------------------------------------------------------------------

HIGHLANDS BANKSHARES, INC.
340 West Main Street
Abingdon, Virginia 24210

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held on May 12, 2004

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
Highlands Bankshares, Inc. (the "Corporation") will be held at the Southwest
Virginia Higher Education Center ballroom on the campus of Virginia Highlands
Community College, One Partnership Circle, Abingdon, Virginia on May 12, 2004 at
7:00 p.m., for the following purposes:

(1) To elect nine Directors for a term of one year or until their
respective successors are elected and qualify; and

(2) To transact such other business as may properly come before the
meeting. Management is not aware of any other business, other than
procedural matters incident to the conduct of the Annual Meeting.

The Board of Directors has fixed the close of business on March 10,
2004 as the record date for the determination of shareholders entitled to notice
of, and to vote at, the Annual Meeting.

BY ORDER OF THE BOARD OF DIRECTORS

Robert M. Little, Jr.
Secretary

Abingdon, Virginia
April 1, 2004

YOU ARE CORDIALLY INVITED TO ATTEND THIS MEETING. IT IS IMPORTANT THAT YOUR
SHARES BE REPRESENTED REGARDLESS OF THE NUMBER YOU OWN. EVEN IF YOU PLAN TO BE
PRESENT, YOU ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY
PROMPTLY IN THE ENVELOPE PROVIDED. IF YOU ATTEND THIS MEETING, YOU MAY VOTE
EITHER IN PERSON OR BY YOUR PROXY. ANY PROXY GIVEN MAY BE REVOKED BY YOU IN
WRITING OR IN PERSON AT ANY TIME PRIOR TO THE EXERCISE THEREOF.

HIGHLANDS BANKSHARES, INC.

----------------

PROXY STATEMENT

-------------------

ANNUAL MEETING OF SHAREHOLDERS
May 12, 2004

GENERAL INFORMATION

This Proxy Statement is furnished to holders of common stock, $1.25 par
value per share ("Common Stock"), of Highlands Bankshares, Inc. (the
"Corporation"), in connection with the solicitation of proxies by the Board of
Directors of the Corporation to be used at the Annual Meeting of Shareholders to
be held on May 12, 2004 at 7:00 p.m. at the Southwest Virginia Higher Education
Center ballroom on the campus of Virginia Highlands Community College, One
Partnership Circle, Abingdon, Virginia and any adjournment thereof (the "Annual
Meeting").

The principal executive offices of the Corporation are located at 340
West Main Street, Abingdon, Virginia. The approximate date on which this Proxy
Statement, the accompanying proxy card and the Annual Report to Shareholders
(which is not part of the Corporation's soliciting materials) are being mailed
to the Corporation's shareholders is April 1, 2004.

Voting and Revocability of Proxy

The proxy solicited hereby, if properly signed and returned to the
Corporation and not revoked prior to its use, will be voted in accordance with
the instructions contained thereon. If no contrary instructions are given, each
proxy received will be voted "for" the proposals described herein. Any
shareholder giving a proxy has the power to revoke it at any time before it is
exercised by (i) filing written notice thereof with the Secretary of the
Corporation (Robert M. Little, Jr., Secretary, Highlands Bankshares, Inc., 340
West Main Street, Abingdon, Virginia 24210), (ii) submitting a duly executed
proxy bearing a later date; or (iii) appearing at the Annual Meeting or at any
adjournment thereof and giving the Secretary notice of his or her intention to
vote in person. Proxies solicited hereby may be exercised only at the Annual
Meeting and any adjournment thereof and will not be used for any other meeting.

Persons Making the Solicitations

The cost of soliciting proxies will be borne by the Corporation. In
addition to solicitation by mail, officers and regular employees of the
Corporation may solicit proxies in person or by telephone.

Voting Securities

Only shareholders of record at the close of business on March 10, 2004
(the "Record Date") will be entitled to vote at the Annual Meeting. On the
Record Date, there were 2,661,787 shares of Common Stock of the Corporation
issued and outstanding and 1,275 record holders. Each share of Common Stock is
entitled to one vote at the Annual Meeting. The Corporation had no other class
of voting securities outstanding at the Record Date.

In the election of Directors, those nominees receiving the greatest
number of votes will be elected even if they do not receive a majority. Votes
withheld and broker non-votes will not be considered a vote for, or a vote
against, a Director.

ELECTION OF DIRECTORS

The Nominees

Nine Directors are to be elected at the Annual Meeting to serve until
the next Annual Meeting, and until the election and qualification of their
respective successors.

The following table sets forth the names, ages and business experience
of nominees for election to the Board of Directors as well as the year that each
was first elected to the Board of Directors of the Corporation or previously to
the Board of Directors of Highlands Union Bank (the "Bank"), the predecessor to
and now a wholly owned subsidiary of the Corporation. Unless otherwise
indicated, the business experience shown for each nominee has extended five or
more years.

NAME AND AGE NAME AND AGE
AND YEAR BECAME PRINCIPAL AND YEAR BECAME PRINCIPAL
DIRECTOR OCCUPATION DIRECTOR OCCUPATION
-------- ---------- -------- ----------

William E. Chaffin Technologist E. Craig Kendrick Attorney in private
Age 54 Age 52 practice
Director since 1991 Director since 2000

Clydes B. Kiser President of Kiser J. Carter Lambert Private Investor
Age 66 Furniture, a furniture Age 78
Director since 1988 retailer Director since 1983

James D. Moore, Jr. Physician James D. Morefield Attorney in private
Age 58 Age 54 practice
Director since 1983 Director since 1983

Charles P. Olinger Certified Public William J. Singleton Private Investor
Age 54 Accountant in private Age 78
Director since 1988 practice Director since 1991

H. Ramsey White Jr. Dentist in private
Age 58 practice
Director since 1983

James D. Morefield is the Chairman of the Board of Directors, and James
D. Moore, Jr. is President of the Corporation. Both individuals are considered
"officers" of the Corporation pursuant to the Corporation's Bylaws. Neither
individual, however, participates in the management of the daily operations of
the Corporation and the Bank.

Unless authority is withheld in the proxy, each proxy executed and
returned by a shareholder will be voted for the election of the nominees listed
above. Proxies distributed in conjunction herewith may not be voted for persons
other than the nominees listed above. If any person named as nominee should be
unable or unwilling to stand for election at the time of the Annual Meeting, the
proxy holders will nominate and vote for a replacement nominee or nominees
recommended by the Board of Directors. All of the nominees listed above have
consented to be nominated and to serve if elected and, at this time, the Board
of Directors knows no reason why any of the nominees listed above may not be
able to serve as a Director if elected. The proxy also confers discretionary
authority upon the persons named therein, or their substitutes, with respect to
any other matter that may promptly come before the meeting.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE NOMINEES BE ELECTED AS
DIRECTORS.

Executive Officers Who Are Not Directors

Samuel L. Neese (Age 53) was appointed Executive Vice President and
Chief Executive Officer of the Corporation in 1995 and Executive Vice President
and Chief Executive Officer of the Bank in 1991. He was first appointed as a
bank officer to the position of Vice President and Senior Loan Officer in 1988.
Prior to 1988, he was associated with a Washington County bank for 15 years.

James T. Riffe (Age 50) was appointed Executive Vice President and
Cashier of the Corporation in 1995 and Executive Vice President and Cashier of
the Bank in 1991. His first officer position with the Bank was as Vice President
and Cashier, to which he was appointed in 1986. He has been associated with
various banks since 1975, including serving as vice president of a bank in
Botetourt County, Virginia from 1981 to 1986.

SECURITY OWNERSHIP

Security Ownership of Management and Certain Beneficial Owners

The following table sets forth information as of March 10, 2004
regarding the beneficial ownership of shares of Common Stock by (i) beneficial
owners of more than 5% of the outstanding shares of Common Stock (both of whom
are Directors of the Corporation), (ii) all Directors and nominees, (iii) the
executive officers named in the "Summary Compensation Table" below, and (iv) all
Directors and executive officers as a group. For the purposes of this table,
beneficial ownership has been determined in accordance with the provisions of
Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), under which, in general, a person is deemed to be a beneficial owner of a
security if he has or shares the power to vote or direct the voting of the
security or the power to dispose or direct the disposition of the security, or
if he has the right to acquire beneficial ownership of the security within 60
days.

Common Stock
Name Beneficially Owned Percent of Class
- ---- ------------------ ----------------

Directors
William E. Chaffin (1) 33,483 1.26%
E. Craig. Kendrick (2) 41,457 1.56%
Clydes B. Kiser (3) 29,620 1.11%
J. Carter Lambert (4) 50,840 1.91%
James D. Moore, Jr. (5) 255,513 9.60%
P.O. Box 1192
Abingdon, VA 24212
James D. Morefield (6) 138,011 5.18%
211 High Street
Abingdon, VA 24210
Charles P. Olinger (7) 14,017 *
William J. Singleton (8) 19,216 *
H. Ramsey White, Jr. (9) 44,500 1.67%

Named Executive Officers
Samuel L. Neese (10) 29,473 1.11%
James T. Riffe (11) 4,009 *

Executive officers and Directors as a
group (11 persons) 660,139 24.80%

- ------------------------
*Indicated holdings amount to less than 1% of the issued and outstanding shares
of Common Stock.

(1) Amount includes indirect ownership of 1,800 shares held solely in Mr.
Chaffin's spouse's name, indirect ownership of 400 shares held in Mr.
Chaffin's child's name and options to acquire 4,000 shares.

(2) Amount includes indirect ownership of 34,559 shares held in Mr. Kendrick's
children's names and options to acquire 4,000 shares.

(3) Amount includes indirect ownership of 7,580 shares held solely in Mr.
Kiser's spouse's name and options to acquire 8,800 shares.

(4) Amount includes indirect ownership of 24,748 shares held solely in Mr.
Lambert's spouse's name and options to acquire 3,000 shares.

(5) Amount includes ownership of 139,841 shares held by the Glover and Moore
Profit Sharing Plan of which Dr. Moore is trustee, indirect ownership of
15,332 shares held solely in Dr. Moore's spouse's name and options to
acquire 2,000 shares.

(6) Amount includes indirect ownership of 16,044 shares held by Mr. Morefield's
spouse in a custodial relationship, indirect ownership of 23,896 shares
held solely in Mr. Morefield's spouse's name, ownership of 14,440 shares
held by Mr. Morefield's daughter for whom Mr. Morefield has power of
attorney, ownership of 26,778 shares held by Mr. Morefield in a
self-directed IRA and options to acquire 5,000 shares.

(7) Amount includes indirect ownership of 8,517 shares held solely in Mr.
Olinger's spouse's name and options to acquire 4,000 shares.

(8) Amount includes indirect ownership of 6,608 shares held solely in Mr.
Singleton's spouse's name and options to acquire 6,000 shares.

(9) Amount includes indirect ownership of 612 shares held by Dr. White in a
custodial relationship, indirect ownership of 5,540 shares held by Dr.
White's spouse in a self-directed IRA and options to acquire 4,000 shares.

(10) Amount includes options to acquire 11,000 shares.

(11) Amount includes options to acquire 3,000 shares.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires the Corporation's Directors
and executive officers, and any persons who own more than 10% of the outstanding
shares of Common Stock, to file with the Securities and Exchange Commission
("SEC") reports of ownership and changes in ownership of Common Stock. Directors
and executive officers are required by SEC regulations to furnish the
Corporation with copies of all Section 16(a) reports that they file. Based
solely on review of the copies of such reports furnished to the Corporation or
written representation that no other reports were required, the Corporation
believes that, during fiscal year 2003, all filing requirements applicable to
its officers and Directors were complied with.

CORPORATE GOVERNANCE AND
THE BOARD OF DIRECTORS

The Board of Directors and its Committees

Meetings of the Board of Directors are held regularly each month, and
there is also an organizational meeting following the conclusion of the Annual
Meeting of Shareholders. The Board of Directors held 12 meetings in the year
ended December 31, 2003. No Director attended fewer than 75 percent of the total
number of meetings of the Board of Directors and meetings held by all committees
of the Board of Directors on which he served.

The Board of Directors has determined that the following eight
individuals of its nine members are independent as defined by the listing
standards of the Nasdaq Stock Market: E. Craig Kendrick, Clydes B. Kiser, J.
Carter Lambert, James D. Moore, Jr., James D. Morefield, Charles P. Olinger,
William J. Singleton and H. Ramsey White, Jr. In reaching this conclusion, the
Board considered that the Corporation and its subsidiary bank conduct business
with companies of which certain members of the Board or members of their
immediate families are or were directors or officers.

The Board of Directors has an Audit Committee, a Nominating Committee
and a Compensation Committee.

Audit Committee

The Audit Committee consists of Messrs. Kendrick, Lambert, Olinger and
White. The Audit Committee is responsible for the selection and recommendation
of the independent accounting firm for the annual audit and for the
establishment, and the assurance of the adherence to, a system of internal
controls. It reviews and accepts the reports of the Corporation's internal audit
department, its independent auditors and federal and state examiners. The Audit
Committee of the Board of Directors met five times during the year ended
December 31, 2003. Additional information with respect to the Audit Committee is
discussed below under "Audit Information."

The Board of Directors has determined that Mr. Olinger, a member of the
Audit Committee, is qualified as an audit committee financial expert as that
term is defined in the rules of the SEC. Each member of the Audit Committee is
independent, as independence for audit committee members is defined in the
listing standards of the Nasdaq Stock Market and the rules of the SEC.

The Board of Directors has adopted a written charter for the Audit
Committee. The Audit Committee Charter is set forth in Appendix A to this Proxy
Statement.

Nominating Committee

The Nominating Committee consists of Messrs. Kiser, Lambert, Morefield
and Olinger. The Nominating Committee is responsible for making recommendations
to the Board of Directors as to its size and composition, and evaluating and
recommending to the Board of Directors candidates for election as directors at
the Corporation's annual meetings. The Nominating Committee has a charter, which
is attached as Appendix B. Each member of the Nominating Committee is
independent, as independence for nominating committee members is defined in the
listing standards of the Nasdaq Stock Market. The Nominating Committee of the
Board of Directors was formed during the first quarter of 2004 and therefore did
not meet during the year ended December 31, 2003.

The Nominating Committee has not adopted specific minimum
qualifications that it believes must be met by a person it recommends for
nomination as a director. In evaluating candidates for nomination, the
Nominating Committee will consider the factors it believes to be appropriate,
which would generally include the candidate's personal and professional
integrity, business judgment, relevant experience and skills, and potential to
be an effective director in conjunction with the rest of the Board of Directors
in collectively serving the long-term interests of the Corporation's
shareholders. Although the Nominating Committee has the authority to retain a
search firm to assist it in identifying director candidates, there has to date
been no need to employ a search firm. The Nominating

Committee does not evaluate potential nominees for director differently based on
whether they are recommended to the Nominating Committee by a shareholder.

Shareholders who themselves wish to effectively nominate a person for
election to the Board of Directors, as contrasted with recommending a potential
nominee to the Nominating Committee for its consideration, are required to
comply with the advance notice and other requirements set forth in the
Corporation's Articles of Incorporation. See "Proposals for 2005 Annual Meeting
of Shareholders."

Compensation Committee

The Compensation Committee consists of Messrs. Kiser, Lambert,
Morefield, Olinger and White. The Committee is responsible for the oversight of
the compensation paid to employees and officers of the Bank. It reviews and
recommends salary adjustments for the Bank. The Compensation Committee meets
semi-annually. Additional information with respect to the Compensation Committee
is discussed below in the "Executive Compensation - Compensation Committee
Report on Executive Compensation."

Annual Meeting Attendance

The Corporation encourages members of the Board of Directors to attend
the annual meeting of shareholders. All of the directors attended the 2003
annual meeting.

Communications with Directors

Any director may be contacted by writing to him c/o Highlands
Bankshares, Inc., 340 West Main Street, Abingdon, Virginia 24210. Communications
to the non-management directors as a group may be sent to the same address, c/o
the Secretary of the Corporation. The Corporation promptly forwards, without
screening, all such correspondence to the indicated directors.

Code of Ethics

The Board of Directors has approved a Code of Ethics for the
Corporation's senior officers who have financial responsibilities. The Code of
Ethics is designed to promote honest and ethical conduct, proper disclosure of
financial information in the Corporation's periodic reports, and compliance with
applicable laws, rules and regulations by the Corporation's senior officers who
have financial responsibilities. The Code of Ethics is available on the
Corporation's web page at www.hubank.com. The Corporation's subsidiary bank has
a Code of Ethics and Standards of Conduct for all officers and employees.

Director Compensation

Directors of the Corporation receive options to acquire shares of
Common Stock, as determined by the Board of Directors, for their services.
During 2003, each Director received options to acquire 1,000 shares of Common
Stock for his service. Each Director also received fees of $12,200 for his
service for the year ended December 31, 2003.

The Bank provides a Death Benefit Only Plan (the "Plan") to the
following Directors: Messrs. Chaffin, Kendrick, Kiser, Lambert, Moore,
Morefield, Olinger and White. The Plan provides a death benefit of $100,000. The
death benefit is subject to income tax when received, and is tax-deductible to
the Bank. The Bank has purchased life insurance policies that are intended to
provide the funds to pay this benefit.

EXECUTIVE COMPENSATION

Compensation Committee Report on Executive Compensation

The Compensation Committee of the Board of Directors, which is composed
of five independent outside directors, is responsible for making recommendations
to the Board of Directors concerning compensation for the Corporation's
executive officers. It is the responsibility of the Compensation Committee to
establish a framework for a competitive compensation package for the CEO and COO
that adequately rewards performance and provides incentives for retention. In
carrying out its responsibilities, the Compensation Committee considers the
following: (1) the performance and effectiveness of the executive officers; (2)
the need to retain competent and effective management personnel; (3) competitive
terms and levels of compensation relative to other companies of comparable size
and operation within the commercial banking industry; (4) comparative
performance of the CEO and COO as benchmarked against peer groups of comparable
commercial banks; and (5) the achievement of overall corporate goals.

The Committee establishes current compensation based primarily on
review of competitive salary practices by similarly sized banking organizations,
locally and nationally, giving appropriate weight to regional differences in
cost of living and contrasting relative performance of the Corporation and the
designated peer group. In performing this analysis, the Committee utilized the
Virginia Bankers' Association Salary Survey and compensation data from other
specifically identified banking peers. The compensation of Samuel L. Neese, the
Corporation's chief executive officer, is determined in accordance with this
plan.

Executive officer compensation generally consists of salary, bonus
based on the Corporation's annual performance, participation in the
Corporation's 401(k) Plan, economic benefit attributable to the Bank's Death
Benefit Only Plan, stock options granted under the Corporation's non-qualified
stock option plan and fees received for serving on the subsidiary bank's board
of directors as reflected in the "Summary Compensation Table." Mr. Neese
receives compensation in all of the above forms.

Compensation Committee

Clydes B. Kiser
J. Carter Lambert
James D. Morefield
Charles P. Olinger
H. Ramsey White, Jr.

Compensation Committee Interlocks and Insider Participation

Except for Mr. Morefield, who is the Chairman of the Board of
Directors, no member of the Compensation Committee is a current or former
officer of the Corporation or any of its subsidiaries. In addition, there are no
compensation committee interlocks with other entities with respect to any such
member.

Executive Officer Compensation

The following table shows, for the fiscal years ended December 31,
2003, 2002 and 2001, the cash compensation paid by the Bank, as well as certain
other compensation paid or accrued for those years, to the executive officers of
the Corporation whose total compensation exceeds $100,000 in all capacities in
which they served. The named executive officers also receive compensation from
the Corporation in the form of stock options, which may be exercised and
converted into shares of Common Stock.

Summary Compensation Table

Long Term
Annual Compensation Compensation
Securities All Other
Name and Other Annual Underlying Compensation
Principal Position Year Salary ($) Bonus ($) Compensation ($) Options (#) ($)(a)
------------------ ---- ---------- --------- ---------------- ----------- ------

Samuel L. Neese 2003 157,000 8,750 * 1,000 20,466
Executive Vice President 2002 145,312 8,000 * 1,000 19,830
and Chief Executive 2001 139,300 7,500 * 1,000 15,737
Officer

James T. Riffe 2003 139,500 8,750 * 1,000 17,299
Executive Vice President 2002 128,854 8,000 * 1,000 18,920
and Cashier 2001 123,800 7,500 * 1,000 14,963

- -----------------------
* All benefits that might be considered of a personal nature did not exceed
the lesser of $50,000 or 10% of total annual salary and bonus.

(a) Amounts for 2003 consist of amounts funded by the Bank for the benefit of
Mr. Neese and Mr. Riffe under its qualifying 401(k) plan of $7,850 and
$4,800, respectively. Amounts for 2003 also include bank board fees payable
to Mr. Neese and Mr. Riffe of $12,200 and $12,200, respectively. Amounts
also include the economic benefit attributable to a Death Benefit Only Plan
of $416 and $299 for Mr. Neese and Mr. Riffe, respectively. The Plan
provides a survivor death benefit to Mr. Neese's and Mr. Riffe's named
beneficiaries of $200,000. The death benefit is subject to income tax when
received, and is tax-deductible to the Bank. The Bank has purchased life
insurance policies on Mr. Neese and Mr. Riffe that are intended to provide
the funds to pay this benefit.

Stock Options

The following table sets forth for the year ended December 31, 2003,
the grants of stock options to the named executive officers:

Option Grants In Last Fiscal Year

Individual Grants
-----------------------------------------------------------
% of Total
Number of Options
Securities Granted to Exercise Potential Realizable Value at
Underlying Employees or Base Assumed Annual Rates of
Options in Fiscal Price Expiration Stock Price Appreciation for
Name Granted (a) Year ($/Sh) (b) Date Option Term
---- ----------- ---- ---------- ---- -----------
5%($) 10%($)
----- ------

Samuel L. Neese 1,000 3.33% 26.00 7/11/13 42,351 67,437

James T. Riffe 1,000 3.33% 26.00 7/11/13 42,351 67,437

(a) Stock options were granted at or above the fair market value of the shares
of Common Stock at the date of award. Each grant is immediately
exercisable.
(b) Options to purchase 29,850 shares of Common Stock were granted to
employees, officers and directors during the year ended December 31, 2003.

Option Exercises and Holdings

The following table sets forth information with respect to the exercise
of stock options by the named executive officers in 2003 and the amount and
value of stock options held by the named executive officers as of December 31,
2003:

Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year End Option Values

Number of
Shares Value Securities Underlying Value of Unexercised
Acquired on Realized Unexercised Options at In-the-Money Options at
Name Exercise (#) ($)(a) Fiscal Year End (#) Fiscal Year End ($)(b)
------------ ------ ------------------- ----------------------
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------

Samuel L. Neese -- -- 11,000 -- 113,500 --

James T. Riffe 5,000 51,250 4,000 -- 10,000 --

- -----------------
(a) The value realized was calculated by determining the difference between (i)
the fair market value of Common Stock underlying the options at the date of
exercise and (ii) the exercise price of the options.
(b) The value of unexercised in-the-money options at fiscal year end was
calculated by determining the difference between the fair market value of a
share of Common Stock underlying the options on December 31, 2003, $28.00
per share, and the exercise price of the options. Shares of Common Stock
are not actively traded, and thus fair market value reflects the good faith
determination by management based on information received from purchasers
and sellers of such stock.

Equity Compensation Plans

The following table sets forth information as of December 31, 2003,
with respect to compensation plans under which shares of Common Stock are
authorized for issuance.

Equity Compensation Plan Information

Number of Securities
Number of Securities to Be Weighted Average Remaining Available
Issued upon Exercise of Exercise Price of for Future Issuance
Outstanding Options, Outstanding Options, Under Equity
Plan Category Warrants and Rights Warrants and Rights Compensation Plans (a)
- ------------- ------------------- ------------------- ----------------------

Equity Compensation Plans
Approved by Shareholders 148,858 $22.48 62,300

Equity Compensation Plans Not
Approved by Shareholders (b) -- -- --

Total 148,858 $22.48 62,300

- -----------------
(a) Amounts exclude any securities to be issued upon exercise of outstanding
options, warrants and rights.
(b) The Corporation does not have any equity compensation plans that have not
been approved by shareholders.

CERTAIN TRANSACTIONS

Some of the Directors and officers of the Corporation and some of the
corporations and firms with which these individuals are associated are also
customers of the Corporation in the ordinary course of business, or are indebted
to the Corporation with respect to loans, and it is anticipated that some of the
persons, corporations and firms will continue to be customers of, and indebted
to, the Corporation on a similar basis in the future. All loans extended to such
persons, corporations and firms were made in the ordinary course of business,
did not involve more than normal collection risk or present other unfavorable
features, and were made on substantially the same terms, including interest
rates and collateral, as those prevailing at the same time for comparable
Corporation transactions with unaffiliated persons. No such loan as of December
31, 2003 was non-accruing, past due or restructured. At December 31, 2003, the
aggregate amounts of loans outstanding to all Directors and executive officers
of the Corporation and members of their immediate families were approximately
$7,924,000, representing 22.36% of the total equity of the Corporation.

Management is not aware of any arrangements that may at a subsequent
date result in a change in control of the Corporation.

Management of the Corporation is not aware of any material proceedings
to which any Director, officer or affiliate of the Corporation, any owner of
record or beneficial owner of more than five percent of the Common Stock, or any
associate of any such Director, officer, affiliate or shareholder, is a party
adverse to the Corporation or has a material interest adverse to the
Corporation.

In the normal course of business, the Corporation conducts arms length
business transactions with some of its related parties. The Corporation is
required to disclose those transactions that exceed 5% of its or the related
party's gross sales. During 2003, the Corporation retained William E. Chaffin, a
Director, as a technology consultant due to his expertise. The Corporation paid
Mr. Chaffin $60,000 in retainers for his consulting services during 2003. Mr.
Chaffin also supplies the Corporation with some of its technology hardware,
software and related periphery items through his company, Chaffin & Company.
During 2003, the Corporation paid $451,964 to Chaffin & Company for the purchase
of computer hardware, software and related periphery items. The terms of these

transactions were substantially similar to the terms of similar purchases that
are the result of "arms length" negotiations between unrelated parties, and the
prices involved were comparable to current market rates at that time.

STOCK PERFORMANCE GRAPH

The Common Stock is not listed on any exchange or quoted on any market.
Shares of Common Stock have periodically been sold in a limited number of
privately negotiated transactions. The following graph compares the cumulative
total return to the shareholders of the Corporation, based on transactions known
to the Corporation, for the last five fiscal years with the total return on
Standard & Poor's 500 Stock Index, Standard & Poors Banks Index and the Russell
2000 Index, assuming an investment of $100 in shares of Common Stock on December
31, 1998, and the reinvestment of dividends.

[GRAPHIC OMITTED]

1998 1999 2000 2001 2002 2003
---- ---- ---- ---- ---- ----

Highlands Bankshares, Inc. $100.00 $137.88 $157.06 $160.69 $164.38 $177.50
S & P 500 $100.00 $119.53 $107.41 $93.40 $71.57 $90.46
S & P Banks Index $100.00 $86.28 $102.58 $102.58 $101.55 $128.60
Russell 2000 $100.00 $121.26 $117.59 $120.52 $95.86 $141.11

APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS

The Audit Committee of the Board of Directors has appointed Brown,
Edwards & Company, L.L.P. ("Brown Edwards") to perform the audit of the
Corporation's financial statements for the year ending December 31, 2004. Brown
Edwards has acted as the Corporation's auditors for 2003 and as the Bank's
auditors for the past 18 years and has reported on financial statements during
those periods. Representatives from Brown Edwards will be present at the Annual
Meeting, will be given the opportunity to make a statement, if they so desire,
and will be available to respond to appropriate questions from shareholders.

AUDIT INFORMATION

Services and Fees During 2003

As the Corporation's independent accountants for 2003, Brown Edwards
provided various audit and non-audit services for which the Corporation was
billed for fees as further described below. None of the hours expended on Brown
Edwards' audit of the Corporation's financial statements were attributed to work
performed by persons other than the principal accountant's full-time, permanent
employees. The Audit Committee has considered whether Brown Edwards' provision
of non-audit services is compatible with maintaining its independence.

Audit Fees

The aggregate fees billed by Brown Edwards for professional services
rendered for the audit of the Corporation's annual financial statements for the
fiscal years ended December 31, 2003 and 2002, and for the review of the
financial statements included in the Corporation's Quarterly Reports on Form
10-Q, and services that are normally provided in connection with statutory and
regulatory filings and engagements, for those fiscal years were $69,000 for 2003
and $64,500 for 2002.

Audit Related Fees

The aggregate fees billed by Brown Edwards for professional services
for assurance and related services that are reasonably related to the
performance of the audit or review of the Corporation's financial statements and
not reported under the heading "Audit Fees" above for the fiscal years ended
December 31, 2003 and 2002 were $20,251 and $11,500, respectively. During 2003,
these services included an Information Technology Audit related to financial
information systems design and implementation and, during 2003 and 2002, these
services included the agreed upon procedures pertaining to the Federal Home Loan
Bank and the audit of the Corporation's 401(k) retirement plan.

Tax Fees

The aggregate fees billed by Brown Edwards for professional services
for tax compliance, tax advice and tax planning for the fiscal years ended
December 31, 2003 and 2002 were $9,000 and $9,000, respectively. During 2003 and
2002, these services included the preparation of federal and state tax returns.

All Other Fees

There were no fees billed by Brown Edwards for any other services
rendered to the Corporation for the fiscal years ended December 31, 2003 and
2002.

Pre-Approved Services

All services not related to the annual audit and quarterly review of
the Corporation's financial statements, as described above, were pre-approved by
the Audit Committee, which concluded that the provision of such services by
Brown Edwards was compatible with the maintenance of that firms' independence in
the conduct of their auditing functions.

Audit Committee Report

The Audit Committee of the Board is responsible for providing
independent, objective oversight of the Corporation's accounting functions and
internal controls. The Audit Committee was is composed of independent directors,
and acts under a written charter adopted and approved by the Board of Directors.
Each of the members of the Audit Committee is independent as defined by the
Corporation's policy and by Nasdaq Stock Market's listing standards.

The responsibilities of the Audit Committee include selecting and
retaining an accounting firm to be engaged as the Corporation's independent
accountants. Additionally, and as appropriate, the Audit Committee reviews and
evaluates, and discusses and consults with the Corporation's management, the
Corporation's internal audit personnel and the independent accountant regarding,
the following:

* The plan for, and independent accountants' report on, each audit of
the Corporation's financial statements.
* The Corporation's financial disclosure documents, including all
financial statements and reports filed with the Board of Governors of
the Federal Reserve System and the Virginia Bureau of Financial
Institutions or sent to shareholders.
* Changes in the Corporation's accounting practices, principles,
controls or methodologies, or in the Corporation's financial
statements.
* Significant developments in accounting rules.
* The adequacy of the Corporation's internal accounting controls, and
accounting, financial and auditing personnel.
* The establishment and maintenance of an environment at the Corporation
that promotes ethical behavior.

The Audit Committee is responsible for recommending to the Board that
the Corporation's financial statements be included in the Corporation's annual
report. The Committee took a number of steps in making this recommendation for
2003. First, the Audit Committee discussed with Brown, Edwards & Company, L.L.P.
the Corporation's independent accountant for 2003, those matters that the
accountant communicated to and discussed with the Audit Committee under
applicable auditing standards, including information regarding the scope and
results of the audit. These communications and discussions are intended to
assist the Audit Committee in overseeing the financial reporting and disclosure
process. Second, the Audit Committee discussed Brown, Edwards & Company,
L.L.P.'s independence with them and received a letter from them concerning
independence as required under applicable independence standards for auditors of
public companies. This discussion and disclosure informed the Audit Committee of
Brown, Edwards & Company, L.L.P.'s independence, and assisted the Audit
Committee in evaluating such independence. Finally, the Audit Committee reviewed
and discussed with the Corporation's management and Brown, Edwards & Company,
L.L.P. the Corporation's audited consolidated balance sheets at December 31,
2003, 2002 and 2001, and consolidated statements of income, cash flows and
stockholders' equity for the three years ended December 31, 2003. Based on the
discussions with Brown, Edwards & Company, L.L.P., and management concerning the
audit, the independence discussions, and the financial statement review, and
such other matters deemed relevant and appropriate by the Audit Committee, the
Audit Committee recommended to the Board that these financial statements be
included in the Corporation's 2003 Annual Report on Form 10-K.

Audit Committee

E. Craig Kendrick
J. Carter Lambert
Charles P. Olinger
H. Ramsey White, Jr.

PROPOSALS FOR 2005 ANNUAL MEETING OF SHAREHOLDERS

Under the regulations of the SEC, any shareholder desiring to make a
proposal to be acted upon at the 2005 annual meeting of shareholders must cause
such proposal to be received, in proper form, at the Corporation's principal
executive offices at 340 West Main Street, Abingdon, Virginia 24210, no later
than December 2, 2004, in order for the proposal to be considered for inclusion
in the Corporation's Proxy Statement for that meeting. The Corporation presently
anticipates holding the 2005 annual meeting of shareholders on May 11, 2005.

The Corporation's Bylaws also prescribe the procedure that a
shareholder must follow to nominate directors or to bring other business before
shareholders' meetings outside of the proxy statement process. For a shareholder
to nominate a candidate for director at the 2005 annual meeting of shareholders,
notice of nomination must be received by the Secretary of the Corporation not
less than 60 days and not more than 90 days prior to the date of the 2005 annual
meeting. The notice must describe various matters regarding the nominee and the
shareholder giving the notice. For a shareholder to bring other business before
the 2005 annual meeting of shareholders, notice must be received by the
Secretary of the Corporation not less than 60 days and not more than 90 days
prior to the date of the 2005 annual meeting. The notice must include a
description of the proposed business, the reasons therefor, and other specified
matters. Any shareholder may obtain a copy of the Corporation's Bylaws, without
charge, upon written request to the Secretary of the Corporation. Based upon an
anticipated date of May 11, 2005 for the 2005 annual meeting of shareholders,
the Corporation must receive any notice of nomination or other business no later
than March 12, 2005 and no earlier than February 10, 2005.

ANNUAL REPORT AND FINANCIAL STATEMENTS

A copy of the Corporation's Annual Report to Shareholders for the year
ended December 31, 2003 accompanies this Proxy Statement. Additional copies may
be obtained without charge by written request to the Secretary of the
Corporation at the address indicated below. Such Annual Report is not part of
the proxy solicitation materials.

UPON RECEIPT OF A WRITTEN REQUEST OF ANY PERSON WHO, ON THE RECORD
DATE, WAS RECORD OWNER OF SHARES OF COMMON STOCK OR WHO REPRESENTS IN GOOD FAITH
THAT HE OR SHE WAS ON SUCH DATE THE BENEFICIAL OWNER OF SUCH STOCK ENTITLED TO
VOTE AT THE ANNUAL MEETING OF SHAREHOLDERS, THE CORPORATION WILL FURNISH TO SUCH
PERSON, WITHOUT CHARGE, A COPY OF ITS ANNUAL REPORT ON FORM 10-K FOR THE FISCAL
YEAR ENDED DECEMBER 31, 2003 AND THE EXHIBITS THERETO REQUIRED TO BE FILED WITH
THE SEC UNDER THE EXCHANGE ACT. ANY SUCH REQUEST SHOULD BE MADE IN WRITING TO
ROBERT M. LITTLE, JR., SECRETARY, HIGHLANDS BANKSHARES, INC., 340 WEST MAIN
STREET, ABINGDON, VIRGINIA 24210. THE FORM 10-K IS NOT PART OF THE PROXY
SOLICITATION MATERIALS.

OTHER MATTERS

The Board of Directors of the Corporation is not aware of any other
matters that may come before the Annual Meeting. However, the proxies may be
voted with discretionary authority with respect to any other matters that may
properly come before the Annual Meeting.

APPENDIX A

CHARTER FOR THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS OF
HIGHLANDS BANKSHARES, INC.

Highlands Bankshares, Inc. and Highlands Union Bank's Audit Committee is
governed by an Audit Committee Charter. In accordance with the requirement under
new paragraph (e)(3) under Item 7 of Schedule 14A the Corporation hereby
incorporates a copy of the Audit Committee Charter. This Charter defines the
responsibilities and duties of the Audit Committee.

Statement of Responsibility

The Audit Committee is appointed by the Board of Directors to assist the Board
in providing oversight of the Corporation's management. The primary duties and
responsibilities of the Audit Committee are to monitor:
* the integrity of the Corporation's financial statements, including the
financial reporting process and systems of internal controls regarding
finance and accounting;
* the compliance by the Corporation with legal and regulatory
requirements and
* the independence and performance of the Corporation's internal and
external auditors.

The members of the Audit Committee shall meet the independence and experience
requirements of the Securities and Exchange Commission. The Audit Committee
shall be comprised of at least three Directors, each of whom shall be
independent, non-executive Directors. The Audit Committee shall meet at least
quarterly, or more frequently as the Committee may determine.

The Audit Committee shall have authority to conduct any investigation it deems
appropriate to fulfilling its responsibilities. The Audit Committee may retain
special legal, accounting or other consultants to advise the Committee and may
request any officer or employee of the company to attend a meeting of the
Committee or to meet with any members of or consultants to the Committee. The
Audit Committee shall make periodic reports to the Board of Directors concerning
its activities.

While the Audit Committee has the responsibilities and powers set forth in this
Charter, it is the responsibility of the Corporation's management to determine
the internal control system of the Corporation. Neither is it the duty of the
Audit Committee to plan or conduct audits or to determine that the Corporation's
financial statements are complete, accurate and in accordance with generally
accepted accounting principles.

Duties of the Audit Committee

The Audit Committee shall:

Review and reassess the adequacy of this Charter annually, submit it to the
Board of Directors for approval and have the document published in accordance
with SEC regulations. The Audit Committee was in compliance with the Audit
Charter in effect the previous year.

Review the annual audited financial statements of the Corporation, including any
major issues regarding accounting and auditing principles and practices as well
as the adequacy of internal controls. This review should include a discussion
with management and independent auditors of these matters.

Review an analysis prepared by management and the independent auditors of
significant financial reporting issues and judgments made in connection with the
preparation of the Corporation's financial statements.

Review with the Corporation's management and independent auditors the
Corporation's quarterly financial statements prior to filing. Any significant
changes to the Corporation's accounting principles and practices suggested or
required by the independent auditors should be discussed. The Chairman of the
Committee may represent the entire Audit Committee for purposes of this review.

A-1

Recommend to the Board of Directors the appointment of the independent auditors
and review the independence and performance of the auditors.

Annually approve services to be rendered by fees to be paid to the independent
auditors.

Receive periodic reports from the independent auditors regarding the auditors'
independence and discuss such reports with the independent auditors.

Review the independent auditors' audit plan and evaluate the performance of the
independent auditors and if circumstance warrant; approve any discharge of the
independent auditors. The independent auditors are ultimately accountable to the
Board of Directors and the Audit Committee.

Review the results of the annual year-end audit with the independent auditors
prior to filing reports containing year-end earnings and discuss any matters
required to be communicated to the Audit Committee in accordance with SAS 61.

Review the appointment and replacement of the senior internal audit executive.

Review the plan, activities, organizational structure and qualifications of the
internal audit department, as necessary.

Review the significant reports to management prepared by the internal audit
department and management's responses to those reports.

Review with the Corporation's counsel, as needed, any legal matters that could
have a material impact on the financial statements and periodically report on
significant litigation.

Review with the independent auditors any problems or difficulties that may have
been encountered and any management letter provided by the independent auditors
together with the Corporation's response to that letter.

Prepare a Report to Shareholders as required by the rules of the Securities and
Exchange Commission to be included in the Corporation's annual Proxy Statement.

Perform any other activities consistent with the Charter, the Corporation's
Bylaws and governing laws and regulations as the Audit Committee or the Board
deems necessary or appropriate.

Audit Committee Members as approved January 2004:

* E. Craig Kendrick, Attorney

* J. Carter Lambert, Private Investor

* Charles P. Olinger, CPA

* H. Ramsey White, Jr., Dentist

A-2

APPENDIX B

CHARTER FOR THE NOMINATING COMMITTEE
OF THE BOARD OF DIRECTORS OF
HIGHLANDS BANKSHARES, INC.

The Nominating Committee (the "Committee") is appointed by the Board of
Directors to assist the Board of Directors in identifying qualified individuals
to become directors, recommend to the Board of Directors qualified director
nominees for election at the shareholders' annual meeting, and recommend to the
Board membership on its committees.

Committee Membership

The Committee members shall be appointed and may be replaced from time
to time by the Board of Directors of the Corporation. The Committee shall
consist of no fewer than three directors. Each member of the Committee shall be
an "independent director" as defined in the applicable rules of the NASDAQ Stock
Market. The Board of Directors may appoint a Chairperson of the Committee. If
the Board of Directors does not appoint a Chairperson, the Committee may elect
its own Chairperson.

Meetings

The Committee shall meet as often as necessary to carry out its
appointed responsibilities. Any member of the Committee may call a meeting of
the Committee. The Chairperson of the Committee, or another of its members,
shall report to the Board of Directors on Committee meetings that are held.
Minutes of the meetings shall be recorded by an appointed member of the
Committee or by the Secretary of the Corporation.

Committee Goals and Responsibilities

1. The Committee shall recommend to the Board of Directors director
nominees for election at the shareholders' annual meeting.
2. Prior to nominating an existing director for re-election to the Board
of Directors, the Committee shall consider and review the existing
directors':
* Board of Director and Committee meeting attendance and
performance;
* Length of Board of Directors' service;
* Experience, skills and contributions that the existing director
brings to the Board of Directors
3. In the event that a director vacancy arises, the Committee shall (a)
seek and identify a qualified director nominee to be recommended to the
Board of Directors for either (i) appointment by the Board of Directors
to serve the remainder of the term of the director position that is
vacant, or (ii) election at the shareholders' annual meeting; or (b)
recommend that the size of the Board of Directors be decreased to
eliminate the vacancy.
4. In evaluating a candidate for recommendation as a director nominee, the
Committee shall consider such matters as it deems appropriate,
including the candidates personal and professional integrity, business
judgment, relevant experience and skills, and potential to be an
effective director in conjunction with the full Board of Directors in
collectively serving the long-term interest of the Corporation's
shareholders. Candidates may be interviewed by the Committee where it
deems it appropriate.
5. The Committee shall consider director candidates recommended by the
holders of the Corporation's common stock. Recommendations by security
holders should be submitted to the Committee in accordance with the
By-Laws of the Corporation.
6. The Committee shall have discretion and authority to retain any search
firm to assist in identifying director candidates, retain outside
counsel or any other internal or external advisors, and approve all
related fees and retention terms.
7. The Committee may review the Board of Director's committee structure
and may recommend to the Board of Directors for its approval the size
of committees, and the directors to be appointed as members on each
Board of Directors committee. When evaluating a director for service on
a Board of Directors committee, the Committee may consider such matters
as it deems appropriate, including the director's independence,
experience, skills and other Board responsibilities, attendance,
performance and contribution on other
B-1

Board of Directors committees and the potential to be an effective
member of the committee with its other members.

B-2

[FORM OF PROXY]

HIGHLANDS BANKSHARES, INC.
340 West Main Street, Abingdon, Virginia 24210

PROXY FOR ANNUAL MEETING OF STOCKHOLDERS

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS. The undersigned hereby constitutes J.D. Morefield, James D. Moore, Jr.
and J. Carter Lambert or any of them, attorneys and proxies, with power of substitution in each, to act for the undersigned with
with respect to all shares of Common Stock of Highlands Bankshares, Inc. (the "Corporation") held of record by the undersigned on
March 10, 2004 at the Annual Meeting of Stockholders to be held at the Southwest Virginia Higher Education Center ballroom on
the campus of Virginia Highlands Community College, One Partnership Circle, Abingdon, Virginia on May 12, 2004, at 7:00 p.m., or any
adjournment thereof, for the following purposes:

1. Election of Directors [ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY to vote for all nominees
(except as marked to the contrary)

(INSTRUCTION: To withhold authority to vote for any individual nominee, write such nominee's name on the line below)

William E. Chaffin E. Craig Kendrick Clydes B. Kiser
J. Carter Lambert James D. Moore, Jr. J.D. Morefield
Charles P. Olinger William J. Singleton H. Ramsey White, Jr.

- ------------------------

2. In their discretion, the proxies are authorized to vote on such other business as may properly come before the meeting.

(Continued and to be signed and dated on the reverse side and returned
promptly in the enclosed envelope.)

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED BY THE
STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE NOMINEES
FOR ELECTION OF DIRECTORS LISTED IN ITEM 1.

Please sign name exactly as it appears on the stock certificate. All owners
should sign. Fiduciaries should give full title.

--------------------------------
Signature

--------------------------------
Date

--------------------------------
Signature

--------------------------------
Date

I plan________________, do not plan___________________, to
attend the 2004 Annual Meeting.

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY
SHEET PROMPTLY.