Jim Miles
                                                             Secretary of State
                                                                    Filed
                                                                Jun 19, 1997
                             STATE OF SOUTH CAROLINA
                               SECRETARY OF STATE

                              ARTICLES OF AMENDMENT

     Pursuant to Section  33-10-106 of the 1976 South Carolina Code, as amended,
the undersigned  corporation  adopts the following  Articles of Amendment to its
Articles of Incorporation:

1.   The name of the corporation is Community Bankshares, Inc.

2.   On June 16, 1997, the corporation adopted the following Amendment(s) of its
     Articles of Incorporation.

     RESOLVED,  that pursuant to a two-for-one split of the authorized shares of
     the  Corporation's  common  stock  (no par  value),  the  total  number  of
     authorized shares of the Corporation's common stock shall be increased from
     6,000,000 shares to 12,000,000 shares (no par value).

3.   The  manner,  if not set forth in the  amendment,  in which  any  exchange,
     reclassification,  or  cancellation  of issued  shares  provided for in the
     Amendment shall be effected, is as follows: (if not applicable, insert "not
     applicable" or "NA").

     Shareholders  of record on July 2,  1997  will be issued  additional  stock
     certificates  representing one additional share of the Corporation's Common
     Stock for every one share currently held.

4.   Complete either a or b, whichever is applicable.

     a.   [ ]      Amendment(s) adopted by shareholder action.

          At the date of adoption of the  amendment,  the number of  outstanding
          shares  of  each  voting  group  entitled  to vote  separately  on the
          Amendment, and the vote of such shares was:

                   Number of      Number of        Number of         Number of
                      out-          Votes           Shares          Undisputed*
        Voting      standing       Entitled       Represented       Shares Voted
        Group        Shares       To be Cast    at the meeting      For Against


     b.            [x] The amendment(s) was duly adopted by the Incorporators or
                   board of directors without  shareholder  approval pursuant to
                   Sections  33-6-102(d),  33-10-102  and  33-10-105 of the 1976
                   South Carolina Code as amended,  and  shareholder  action was
                   not required.

5.   Unless a delayed date is specified, the effective date of these Articles of
     Amendments  shall be the date of acceptance  for filing by the Secretary of
     State (See Section 33-1-230(b)) Effective July 21, 1997.

DATE:  June 16, 1997                             COMMUNITY BANKSHARES, INC.
                                                 (Name of Corporation)

                                                 By: s/William W. Traynham
                                                          (Signature)
                                                 William W. Traynham, President
                                                 (Type or Print Name and Office)

     *NOTE:            Pursuant to Section 33-10-106(6)(i),  the corporation can
                       alternatively  state the total  number of votes  cast for
                       and against the  amendment by each voting group  entitled
                       to vote  separately  on the amendment or the total number
                       of undisputed votes cast for the amendment by each voting
                       group  together with a statement that the number cast for
                       the  amendment  by each voting group was  sufficient  for
                       approval by that voting group.


<PAGE>

                                                                   Jim Miles
                                                              Secretary of State
                                                                     Filed
                                                                 Mar 15, 1995
                             STATE OF SOUTH CAROLINA
                               SECRETARY OF STATE

                              ARTICLES OF AMENDMENT

     Pursuant to Section  33-10-106 of the 1976 South Carolina Code, as amended,
the undersigned  corporation  adopts the following  Articles of Amendment to its
Articles of Incorporation:

1.   The name of the corporation is Community Bankshares, Inc.

2.   On December 13, 1994, the corporation adopted the following Amendment(s) of
     its Articles of Incorporation.

     RESOLVED,  that pursuant to a two-for-one split of the authorized shares of
     the  Corporation's  common  stock  (no par  value),  the  total  number  of
     authorized shares of the Corporation's common stock shall be increased from
     3,000,000 shares to 6,000,000 shares (no par value).

3.   The  manner,  if not set forth in the  amendment,  in which  any  exchange,
     reclassification,  or  cancellation  of issued  shares  provided for in the
     Amendment shall be effected, is as follows: (if not applicable, insert "not
     applicable" or "NA").

     Shareholders of record on January 1, 1995 will be issued  additional  stock
     certificates  representing one additional share of the Corporation's Common
     Stock for every one share currently held.

4.   Complete either a or b, whichever is applicable.

     a.   [  ]     Amendment(s) adopted by shareholder action.

          At the date of adoption of the  amendment,  the number of  outstanding
          shares  of  each  voting  group  entitled  to vote  separately  on the
          Amendment, and the vote of such shares was:

                    Number of      Number of        Number of        Number of
                       out-          Votes           Shares         Undisputed*
        Voting       standing       Entitled       Represented      Shares Voted
        Group         Shares       To be Cast    at the meeting     For Against


     b.   [x] The amendment(s) was duly adopted by the Incorporators or board of
          directors  without  shareholder  approval  pursuant  to  '33-6-102(d),
          33-10-102  and  33-10-105 of the 1976 South  Carolina Code as amended,
          and shareholder action was not required.

5.   Unless a delayed date is specified, the effective date of these Articles of
     Amendments  shall be the date of acceptance  for filing by the Secretary of
     State (See Section 33-1-230(b))_______________________.

DATE:  December 13, 1994                         COMMUNITY BANKSHARES, INC.
                                                 (Name of Corporation)

                                                 By: s/William W. Traynham
                                                          (Signature)
                                                 William W. Traynham, President
                                                 (Type or Print Name and Office)

*NOTE:        Pursuant  to  Section   33-10-106(6)(i),   the   corporation   can
              alternatively state the total number of votes cast for and against
              the amendment by each voting group entitled to vote  separately on
              the amendment or the total number of undisputed votes cast for the
              amendment by each voting group  together with a statement that the
              number cast for the amendment by each voting group was  sufficient
              for approval by that voting group.


<PAGE>

                                                                   Jim Miles
                                                              Secretary of State
                                                                     Filed
                                                               November 30, 1992
                             STATE OF SOUTH CAROLINA
                               SECRETARY OF STATE

                            ARTICLES OF INCORPORATION

1.   The name of the proposed corporation is Community Bankshares, Inc.

2.   The initial  registered  office of the  corporation  is 1820 Columbia Road,
     N.E., Orangeburg, South Carolina 29115.

     and the initial registered agent at such address is William W. Traynham.

3.   The corporation is authorized to issue shares of stock as follows: Complete
     a or b, whichever is applicable:

     a.   [x] If the  corporation  is  authorized  to  issue a  single  class of
          shares, the total number of shares authorized is 3,000,000.

     B.   [ ] The  corporation  is  authorized  to issue  more than one class of
          shares:

                   Class of Shares            Authorized No. of Each Class

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

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

     The relative  rights,  preferences,  and  limitations of the shares of each
class, and of each series within a class, are as follows:

          Common Stock - Shares of this class shall have unlimited voting rights
          and shall be  entitled,  together  with any other  class  having  such
          rights, to receive the net assets of the Corporation upon dissolution.

4.   The existence of the corporation  shall begin when these articles are filed
     with the Secretary of State unless a delayed date is indicated (See Section
     33-1-230(b)):___________________________

5.   The  optional  provisions  which the  corporation  elects to include in the
     articles of  incorporation  are as follows  (See  Section  33-2-102 and the
     applicable comments thereto; and Sections 35-2-105 and 35-2-221 of the 1976
     South Carolina Code):

     A.   Quorum.  One-third  of the  shares  entitled  to  vote  thereat  shall
          constitute a quorum at a meeting of  shareholders  for the transaction
          of any business.

     B.   Mergers,  Consolidations,  Exchanges,  Sales of Assets or Dissolution.
          With respect to any plan of merger,  consolidation  or exchange or any
          plan for the sale of all,  or  substantially  all,  the  property  and
          assets,  with or without  the good  will,  of the  Corporation  or any
          resolution to dissolve the Corporation, which plan or resolution shall
          not have been adopted by the affirmative  vote of at least  two-thirds
          of the full  board  of  directors,  such  plan or  resolution  must be
          approved by the affirmative  vote of holders of 80% of the outstanding
          shares of the Corporation.



<PAGE>


     C.   Classified  Board of Directors.  There shall be not less than nine nor
          more than 24 directors who shall be divided into three  classes,  each
          class to be as nearly equal in number as possible and the election and
          terms of directors shall be as provided in Sections  33-8-104 and -106
          of the South Carolina Business Corporation Act.

     D.   Nomination of  Directors.  No person shall be eligible to be elected a
          director of the Corporation at a meeting of  shareholders  unless that
          person has been  nominated by a  shareholder  entitled to vote at such
          meeting by giving written  notice of such  nomination to the secretary
          of the  Corporation  at  least  thirty  days  prior to the date of the
          meeting.

     E.   Removal of Directors.  An affirmative  vote of 80% of the  outstanding
          shares of the  Corporation  shall be  required to remove any or all of
          the directors without cause.

     F.   Duty of  Directors.  When  evaluating  any  proposed  plan of  merger,
          consolidation,  exchange or sale of all, or substantially  all, of the
          assets of the  corporation,  the board of directors shall consider the
          interests of the  employees of the  Corporation  and the  community or
          communities in which the Corporation and its subsidiaries,  if any, do
          business   in  addition  to  the   interests   of  the   Corporation's
          shareholders.

     G.   No Preemptive  Rights.  Shareholders of the Corporation shall not have
          preemptive  rights  with  respect to shares,  options or rights of the
          Corporation.

     H.   No Cumulative Voting.  Cumulative voting with respect to shares of the
          Corporation shall not be permitted.

     I.   Amendment to Articles of Incorporation.  Any amendment to the Articles
          of Incorporation of the Corporation which amends,  alters,  repeals or
          is  inconsistent  with any of  provisions B, C, D, E, F, G or H above,
          unless such amendment shall have been approved by the affirmative vote
          of at least  two-thirds of the full board of  directors,  shall not be
          effective  unless it is approved by the affirmative vote of 80% of the
          outstanding shares of the Corporation.

6.   The name and  address  of each  incorporator  is as  follows  (only  one is
     required):

          Name                Address                       Signature

William W. Traynham           1820 Columbia Road, N.E.
                              Orangeburg, SC 29115

E. J. Ayers, Jr.              See above

J. Robert Bryant              See above               s/ J. Robert Bryant

Martha Rose C. Carson         See above

J. M. Guthrie                 See above               s/ J. M. Guthrie

Hugo S. Sims, Jr.             See above               s/ Hugo S. Sims, Jr.

J. Otto Warren                See above               s/ J. Otto Warren

Kenneth O. Westbury           See above               s/ Kenneth O. Westbury

Michael A. Wolfe              See above                s/ Michael A. Wolfe

Russell S. Wolfe, II          See above               s/ Russell S. Wolfe, II



<PAGE>

7.        I,  Suzanne  Hulst  Clawson,  an attorney  licensed to practice in the
          State of  South  Carolina,  certify  that  the  corporation,  to whose
          articles of incorporation  this certificate is attached,  has complied
          with the  requirements  Section  33-2-102  of the 1976 South  Carolina
          Code.

Date: November 25, 1992                         s/Suzanne Hulst Clawson
                                                 (Signature)

                                                Suzanne Hulst Clawson
                                                P. O. Box 11889
                                                Columbia, South Carolina 29211