Exhibit 3.1


                            ARTICLES OF INCORPORATION
                                       OF
                        MIDDLEBURG FINANCIAL CORPORATION
                         (restated in electronic format)


                                    ARTICLE I
                                      NAME

         The name of the corporation is Middleburg Financial Corporation.

                                   ARTICLE II
                                  CAPITAL STOCK

         Paragraph  A.  The  aggregate  number  of  shares  of stock  which  the
Corporation  shall have the authority to issue and the par value per share is as
follows:

              Class              Number of Shares           Par Value
              -----              ----------------           ---------
           Common Stock             10,000,000                $5.00


         Paragraph B. No holders of any class of stock of the Corporation  shall
have any preemptive or other  preferential right to purchase or subscribe to (i)
any shares of any class of stock of the  Corporation,  whether now or  hereafter
authorized,  (ii) any warrants, rights or options to purchase any such stock, or
(iii) any obligations  convertible into any such stock or into warrants,  rights
or options to purchase any such stock.

         Paragraph C. The holders of the Common Stock shall, to the exclusion of
the  holders of any other class of stock of the  Corporation,  have the sole and
full power to vote for the  election  of  directors  and for all other  purposes
without limitation. The holders of the Common Stock shall have one vote for each
share of Common  Stock held by them.  The  holders of the Common  Stock shall be
entitled to receive the net assets of the Corporation upon dissolution.

                                   ARTICLE III
                     INDEMNIFICATION AND LIMITS ON LIABILITY
                            OF DIRECTORS AND OFFICERS

         Paragraph A. The  Corporation  shall  indemnify any Director or Officer
made a Party to a Proceeding  (including without limitation any Proceeding by or
in the right of the  Corporation  in which the  Director  or Officer is adjudged
liable to the Corporation)  because he or she is or was a Director or Officer of
the Corporation  against any Liability incurred in the Proceeding to the fullest
extent permitted by Virginia law, as it may be amended from time to time.

         Paragraph B. The Corporation  shall not indemnify a Director or Officer
under Paragraph A above (unless authorized or ordered by a court) unless in each
specific  case a  determination  pursuant to Virginia  law, as it may be amended
from time to time, has been made that  indemnification  is permissible under the
circumstances. The termination of a Proceeding by judgment, order, settlement or
conviction


<PAGE>

is not, of itself, determinative that the Director or Officer is not entitled to
indemnification under this Article III.

         Paragraph C. Expenses incurred by a Director or Officer in a Proceeding
shall be paid by the  Corporation  in  advance of the final  disposition  of the
Proceeding if:

                  1.       The Director or Officer  furnishes the  Corporation a
         written  statement  of his good faith belief that he or she is entitled
         to indemnification pursuant to this Article III.

                  2.       The Director or Officer  furnishes the  Corporation a
         written  undertaking,  executed  personally or on his or her behalf, to
         repay the advance if it is ultimately determined that he or she did not
         meet the standard for indemnification pursuant to this Article III; and

                  3.       A  determination  pursuant to Virginia law, as it may
         be  amended  from time to time,  is made that the facts  then  known to
         those making the determination would not preclude indemnification under
         this Article III.

         The  undertaking  required by subsection 2 of this Paragraph C shall be
an  unlimited  general  obligation  of the  Director  or Officer but need not be
secured and may be accepted without reference to his or her financial ability to
make repayment.

         Paragraph D. The indemnification provided by this Article III shall not
be  exclusive  of any other  rights  to which any  Director  or  Officer  may be
entitled,  including  without  limitation rights conferred by applicable law and
any right under  policies of insurance  that may be purchased and  maintained by
the Corporation or others,  even as to liabilities against which the Corporation
would  not have the  power to  indemnify  such  Director  or  Officer  under the
provisions of this Article III.

         Paragraph  E. The  Corporation  may  purchase  and maintain at its sole
expense insurance, in such amounts and on such terms and conditions as the Board
of  Directors  may deem  reasonable,  against all  liabilities  or losses it may
sustain in consequence of the indemnification provided for in this Article III.

         Paragraph  F. The Board of  Directors  shall have the power but not the
obligation,  generally and in specific cases, to indemnify  employees and agents
of the  Corporation  to the same  extent as  provided  in this  Article III with
respect to Directors or Officers.  The Board of Directors is hereby empowered by
a majority vote of a quorum of disinterested Directors to contract in advance to
indemnify any Director or Officer.  The Board of Directors is further empowered,
by  majority  vote  of  a  quorum  of  disinterested  Directors,  to  cause  the
Corporation to contract in advance to indemnify any person who is not a Director
or Officer who was or is a party to any  Proceeding,  by reason of the fact that
he or she is or was an employee or agent of the  Corporation,  or was serving at
the  request of the  Corporation  as  Director,  Officer,  employee  or agent of
another corporation,  partnership, joint venture trust, employee benefit plan or
other  enterprise,  to the same  extent as if such  person  were a  Director  or
Officer.

         Paragraph G. To the full extent that  Virginia law, as it exists on the
date hereof or may hereafter be amended,  permits the  limitation or elimination
of the liability of Directors  and Officers,  a Director or Officer shall not be
liable to the Corporation or its shareholders for any monetary damages in excess
of one dollar.


                                      -2-
<PAGE>

Paragraph H.  In this Article III:

         "Director"  means  an  individual  who  is or  was a  director  of  the
Corporation or an individual who, while a director of the Corporation, is or was
serving at the Corporation's request as a director,  officer,  partner, trustee,
employee,  or agent of another  foreign or  domestic  corporation,  partnership,
joint venture, trust, employee benefit plan, or other enterprise.  A director is
considered to be serving an employee benefit plan at the  Corporation's  request
if his duties to the  corporation  also impose  duties on, or otherwise  involve
services by, him to the plan or to participants in or beneficiaries of the plan.
"Director" includes the estate or personal representative of a director.

         "Officer"  means  an  individual  who  is or  was  an  officer  of  the
Corporation or an individual who is or was serving at the Corporation's  written
request as a director,  officer,  partner, trustee, employee or agent of another
foreign or domestic  corporation,  partnership,  joint venture,  trust, employee
benefit  plan,  or other  enterprise.  An officer is considered to be serving an
employee  benefit  plan  at  the  Corporation's  request  if his  duties  to the
Corporation also impose duties on, or otherwise  involve services by, him to the
plan or to participants in or beneficiaries of the plan.  "Officer" includes the
estate or  personal  representative  of an  officer.  Except as set forth  above
"Officer"  does  not  include   officers  of  corporations   controlled  by  the
Corporation.

         "Expenses" includes but is not limited to counsel fees.

         "Liability"  means  the  obligation  to  pay  a  judgment,  settlement,
penalty, fine, including without limitation any excise tax assessed with respect
to an employee benefit plan, or reasonable  Expenses  incurred with respect to a
Proceeding.

         "Party" includes an individual who was, is, or is threatened to be made
a named defendant or respondent in any Proceeding.

         "Proceeding" means any threatened,  pending or completed action,  suit,
or proceeding,  whether civil,  criminal,  administrative  or investigative  and
whether formal or informal.



                                      -3-
<PAGE>

                                   ARTICLE IV
                                    DIRECTORS

         Paragraph  A. The initial  directors,  whose terms shall  expire at the
first shareholders' meeting at which directors are elected, shall be:

              Howard M. Armfield                 Joseph L. Boling
                 P. O. Box 3                      P. O. Box 1306
             Middleburg, VA 22117              Middleburg, VA 22117

            J. Lynn Cornwell, Jr.                 William F. Curtis
                  Box 548                         Rt. 2, Box 498
            Purcellville, VA 22132             The Plains, VA 22171

                Gordon Grayson                 George A. Horkan, Jr.
               Blue Ridge Farm                    Cleremont Farm
             Upperville, VA 22176                  Rt. 1, Box 34
                                               Upperville, VA 22176

            C.  Oliver  Iselin,  III              William S. Leach
               P. O. Box 225                        P. O. Box 42
             Middleburg, VA 22117              Middleburg, VA 22117

                John C. Palmer                William S. Stokes, III
                Rt. 2, Box 183                     P. O. Box 720
              Marshall, VA 22115                   Ayrshire Farm
                                               Upperville, VA 22176

              Millicent W. West                  Edward T. Wright
                P. O. Box 236                      P. O. Box 424
             Upperville, VA 22176              Middleburg, VA 22117


         Commencing with the first shareholders'  meeting at which directors are
elected,  the  directors  shall  be  elected  at  each  annual  meeting  of  the
stockholders of the Corporation.

         Paragraph B. Advance notice of stockholder nominations for the election
of  directors  shall  be given  in the  manner  provided  in the  Bylaws  of the
Corporation.

         Paragraph C. Newly created directorships resulting from any increase in
the number of directors  and any  vacancies on the Board of Directors  resulting
from  death,  resignation,  disqualification,  removal or other  cause  shall be
filled only by the  affirmative  vote of a majority of the  remaining  directors
then in office,  even though less than a quorum of the Board of  Directors.  Any
director elected in accordance with the preceding sentence shall hold office for
the full term of the new  directorship  or the remainder of the full term of the
directorship in which the vacancy  occurred and until such director's  successor
shall have been  elected and  qualified.  No decrease in the number of directors
constituting  the Board of  Directors  shall  shorten the term of any  incumbent
director.


                                      -4-
<PAGE>


                                    ARTICLE V
                                BYLAW AMENDMENTS

         The Board of  Directors  shall  have  power to make,  alter,  amend and
repeal  the  Bylaws  of the  Corporation  except  so far  as the  Bylaws  of the
Corporation adopted by the stockholders shall otherwise provide. Any Bylaws made
by the directors under the powers  conferred  hereby may be altered,  amended or
repealed by the directors or by the stockholders.

                                   ARTICLE VI
                            SPECIAL VOTING PROVISIONS

         Paragraph  A. An  amendment  to the  Articles of  Incorporation  of the
Corporation shall be approved if:

                  1.       A majority  of the votes  entitled to be cast by each
         voting group  entitled to vote on such action are cast in favor of such
         action; and,

                  2.       Unless  such  action  shall have been  approved by at
         least two-thirds of the directors who are Continuing Directors, holders
         of more than  two-thirds  of the issued and  outstanding  shares of the
         Corporation's Common Stock vote in favor of such action.

         Paragraph  B. Any  director  may only be removed  from  office  with or
without cause, but only if at least seventy-five percent (75%) of the votes cast
on such action are cast in favor of such action.

         Paragraph C. Any merger or share exchange to which the Corporation is a
party or any direct or indirect sale,  lease,  exchange or other  disposition of
all or substantially  all of the Corporation's  property,  otherwise than in the
usual and regular course of business, shall be approved if:

                  1.       A majority  of the votes  entitled to be cast by each
         voting group  entitled to vote on such action are cast in favor of such
         action; and,

                  2.       Unless  such  action  shall have been  approved by at
         least  two-thirds  of the directors who are  Continuing  Directors,  at
         least   two-thirds  of  the  issued  and  outstanding   shares  of  the
         Corporation's Common Stock vote in favor of such action.

         This  Paragraph C shall not affect the power of the Board of  Directors
to condition its  submission of any plan of merger,  share exchange or direct or
indirect sale, lease,  exchange or other disposition of all or substantially all
of the Corporation's property, otherwise than in the usual and regular course of
business, on any basis, including the requirement of a greater vote.

         Paragraph  D.  For  purposes  of these  Articles  of  Incorporation  an
abstention  or  failure to vote  shall not be  considered  a vote in favor of or
opposing any particular action.

         Paragraph E. For purposes of this Article VI, a Continuing  Director is
(i) any  individual  who is an  initial  director  named  in these  Articles  of
Incorporation,  or (ii) any  individual  who has been  elected  to the  Board of
Directors of the  Corporation  at an annual meeting of the  stockholders  of the
Corporation more than one time or (iii) any individual who was elected to fill a
vacancy  on the  Board of  Directors  and  received  the  affirmative  vote of a
majority  of the  Continuing  Directors  then  on the  Board  of  Directors  and
thereafter  elected  to the  Board of  Directors  at an  annual  meeting  of the
stockholders of the Corporation at least one time.

                                      -5-
<PAGE>

                                   ARTICLE VII
                           REGISTERED OFFICE AND AGENT

         The post office address of the initial  registered  office is Cleremont
Farm, Rt. 2, Box 34, Upperville,  Virginia 22176, which is located in the County
of Loudon.  The name of the initial  registered agent is George A. Horkan,  Jr.,
who is a resident of Virginia and a member of the Virginia  State Bar, and whose
business office is the same as the registered office of the Corporation.