EXHIBIT 3.1

                             STATE OF SOUTH CAROLINA
                               SECRETARY OF STATE

                            ARTICLES OF INCORPORATION

1.       The name of the proposed corporation is Community First Bancorporation

2.       The initial  registered  office of the  corporation  is 3685 Blue Ridge
         Boulevard,  Walhalla, SC 29691 and the initial registered agent at such
         address is Frederick D. Shepherd, Jr.

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 5,000,000.

         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:

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 ss.33-1-230(b)) : effective at filing

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

         (a) The  number of  Directors  of the  Corporation  may be fixed by the
         bylaws, but shall not be less than nine (9).

                  The Board of Directors  shall be divided into three classes as
         equal as may be feasible, with the term of office of one class expiring
         each year.  The  members of the  initial  Board of  Directors  shall be
         divided into three classes as  hereinafter  provided with  directors of
         the first class to hold  office for a term  expiring at the 1998 annual
         meeting of  shareholders,  directors of the second class to hold office
         for a term  expiring at the 1999 annual  meeting of  shareholders,  and
         directors  of the third class to hold  office for the term  expiring at
         the 2000 annual  meeting of  shareholders.  At each  annual  meeting of
         shareholders,  successors to the directors whose term shall then expire
         shall be  elected  to hold  office  for  terms  expiring  at the  third
         succeeding  annual meeting.  In case of any vacancies,  by reason of an
         increase  in the number of  directors  of  otherwise,  each  additional
         director  may be elected by the Board of Directors to hold office until
         the next shareholders' meeting at which directors are elected and until
         his successor  shall have been elected and qualified.  Directors  shall
         continue to hold office until others are chosen and  qualified in their
         stead.  When the number of  directors  is  changed,  any newly  created
         directorships  or any  decrease in  directorships  shall be so assigned
         among the classes by a majority of the directors then in office, though
         less than a quorum, as to make all classes as equal in number as may be
         feasible. No decrease in the number of directors shall shorten the term
         of any incumbent director.

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                  Any  director  may be removed  from office as a director,  but
         only for cause, by the affirmative vote at a meeting called as provided
         in the bylaws for that purpose,  of at least  sixty-six and  two-thirds
         (66-2/3%)  percent in interest  of the  holders of voting  stock of the
         corporation issued and outstanding.

                  (b) The number of directors  constituting the initial Board of
         Directors  of the  corporation  shall be twelve  (12) in number and the
         names and  addresses  of the  persons  who are to serve as the  initial
         Board of Directors until the first, second and third annual meetings of
         the shareholders or until their successors be elected and qualify are:

               FIRST CLASS: Terms expiring at the Annual Meeting of Shareholders
               in 1998 are:

           Names:                                    Addresses:

         Robert H. Edwards                          s/Robert H. Edwards
                                                    Walhalla, S.C.

         B. Molgro England, Sr.                     s/B. Molgro England, Sr.
                                                    Westminster, S.C.

         Blake L. Griffith                          s/Blake L. Griffith
                                                    Walhalla, S.C.

         Gary V. Thrift                             s/Gary V. Thrift
                                                    Seneca, S.C.

               SECOND   CLASS:   Terms   expiring  at  the  Annual   Meeting  of
               Shareholders in 1999 are:

         R. Theo Harris, Jr.                        s/R. Theo Harris, Jr.
                                                    Westminster, S.C.

         James E. McCoy                             s/James E. McCoy
                                                    Walhalla, S.C.

         James E. Turner                            s/James E. Turner
                                                    Seneca, S.C.

         Charles L. Winchester                      s/Charles L. Winchester
                                                    Sunset, S.C.

               THIRD CLASS: Terms expiring at the Annual Meeting of Shareholders
               in 2000 are:

         Larry S. Bowman, M.D.                      s/Larry S. Bowman, M.D.
                                                    Seneca, S.C.

         William M. Brown                           s/William M. Brown
                                                    Salem, S.C.

         John R. Hamrick                            s/John R. Hamrick
                                                    Seneca, S.C.

         Frederick D. Shepherd, Jr.                 s/Frederick D. Shepherd, Jr.
                                                    Walhalla, S.C.

          (c) Shareholders  shall not have the right to cumulate their votes for
          directors.

          (d) The Corporation elects not to have preemptive rights.

          (e) The  corporation  shall  indemnify  and  advance  expenses  to its
          officers, directors, employees and agents to the full extent permitted
          by the South Carolina Business Corporation Act of 1988.

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

         Name                               Address                             Signature

<S>                                         <C>                                <C>
         Frederick D. Shepherd, Jr.         3685 Blue Ridge Blvd.              s/Frederick D. Shepherd, Jr.
                                            Walhalla, SC 29691
</TABLE>

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  Chapter 2, Title 33 of the 1976 South  Carolina Code relating
     to the articles of incorporation.


Date May 22, 1997
                                            Suzanne Hulst Clawson
                                                  (Type or Print Name)

                                            Address Sinkler & Boyd, P.A.
                                                    Post Office Box 11889
                                                    Columbia, SC 29211

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<PAGE>

    Jim Miles                STATE OF SOUTH CAROLINA
Secretary of State             SECRETARY OF STATE
      Filed
  July 30, 1998               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 First Bancorporation.

2.       On June 18, 1998, 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,  the total  number of  authorized
         shares of the  Corporation's  Common  Stock shall be  increased  from 5
         million shares to 10 million shares.

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 1, 1998 will be issued  additional stock
         certificates  representing  one additional  share of the  Corporation's
         Common Stock for every 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
                  ss.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 ss.33-1-230(b)) .


                                           COMMUNITY FIRST BANCORPORATION
DATE: June 18, 1998                        ------------------------------------
                                                (Name of Corporation)


                                               s/Frederick D. Shepherd, Jr.
                                           By:---------------------------------
                                               (Signature)
                                     
                                           Frederick D. Shepherd, Jr.
                                           President and Chief Executive Officer
                                           -------------------------------------
                                           (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.

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