FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Bentley Elizabeth M.
 2. Date of Event Requiring Statement (Month/Day/Year)
06/28/2007		 3. Issuer Name and Ticker or Trading Symbol
UNION BANKSHARES CORP [UBSH]
(Last)
(First)
(Middle)
212 NORTH MAIN STREET		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP
 5. If Amendment, Date Original Filed(Month/Day/Year)
07/12/2007
(Street)

BOWLING GREEN, VA 22427		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 5,946 (1)
D
 
Common Stock 2,216
I
By Trustee of ESOP

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) (2) 02/20/2001 02/20/2010 Common Stock 900 $ 8.67 D  
Employee Stock Option (right to buy) (2) 01/02/2003 01/02/2012 Common Stock 750 $ 10.67 D  
Employee Stock Option (right to buy) (2) 01/23/2004 01/23/2013 Common Stock 1,125 $ 18.58 D  
Employee Stock Option (right to buy) (2) 01/29/2005 01/29/2014 Common Stock 1,125 $ 22.65 D  
Employee Stock Option (right to buy) (2) 12/30/2005 01/27/2015 Common Stock 825 $ 23.5 D  
Employee Stock Option (right to buy) (2) 02/23/2007 02/23/2016 Common Stock 750 $ 31.57 D  
Restricted Stock   (3)   (3) Common Stock 321 $ 29.03 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Bentley Elizabeth M.
212 NORTH MAIN STREET
BOWLING GREEN, VA 22427		       EVP  

Signatures

/s/ Elizabeth M. Bentley 08/10/2007
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Includes 5,475 shares of employee stock options (right to buy); 321 shares of restricted stock; 150 shares in investment account
(2) Subject to vesting schedule as set forth in Incentive Stock Option Agreement.
(3) Subject to vesting schedule as set forth in Restricted Stock Agreement

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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