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                                  Exhibit 3.1
                       RESTATED ARTICLES OF INCORPORATION
                                       OF
                              PAB BANKSHARES, INC.

     Pursuant to Section 14-2-1007 of the Georgia Business Corporation Code, PAB
Bankshares, Inc., a Georgia corporation, hereby submits the following Restated
Articles of Incorporation.

                                       I.

     The name of the corporation is PAB Bankshares, Inc. (the "Corporation") and
the Charter Number of the Corporation is 8603672.

                                      II.

     The Articles of Incorporation of the Corporation is hereby restated in
their entirety to read as follows:

                           ARTICLES OF INCORPORATION
                                      OF
                             PAB BANKSHARES, INC.

                                      I.

                                     NAME

     The name of the Corporation is:

                              PAB BANKSHARES, INC.

                                      II.

                               CORPORATE DURATION

     The Corporation shall have perpetual duration.

                                      III.

                            PURPOSE OF ORGANIZATION

     The Corporation is a corporation for profit and is organized for the
following purposes:

          To engage in any lawful act or activity for which corporations may be
          organized under the Georgia Business Corporation Code, or under any
          act amendatory thereof, supplemental thereto, or in substitution
          therefor; to have all the right, powers, and privileges now or
          hereafter conferred by the laws of the State of Georgia upon a
          corporation and to operate as a bank holding company.
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                                      IV.

                                 CAPITAL STOCK

     (a) AUTHORIZED SHARES.  The total number of shares of all classes of
capital stock which the Corporation shall have authority to issue is 16,500,000
consisting of 15,000,000 shares of common stock (the "Common Stock"), and
1,500,000 shares of preferred stock (the "Preferred Stock").  The shares may be
issued from time to time as authorized by the Board of Directors of the
Corporation without further approval of the shareholders except as otherwise
provided herein or to the extent that such approval is required by law, rules or
regulations.  No shareholder shall have a preemptive right to acquire unissued
shares of capital stock.  The Corporation may acquire its own shares of capital
stock and shares so acquired constitute authorized but unissued shares.

     (b) COMMON STOCK.  Except as otherwise provided by law or in any Preferred
Stock Designation (as defined in this Article), the holders of the Common Stock
shall exclusively possess all voting power and each holder of shares of Common
Stock shall be entitled to one vote for each share held of record by such
holder.

     (c) PREFERRED STOCK.  The Board of Directors of the Corporation is hereby
expressly vested with authority to issue shares of Preferred Stock, in one or
more series, and by filing a Certificate of Designation (the "Preferred Stock
Designation") pursuant to the applicable law of the State of Georgia, to
establish from time to time the number of shares to be included in each such
series, and to fix the designations, powers, preferences and rights of each such
series, and the qualifications, limitations or restrictions thereof.

                                       V.

                               GENERAL INDEMNITY

     The Corporation shall have the power to indemnify the officers, directors,
agents and employees against loss in accordance with the laws of the State of
Georgia.

                                      VI.

                       ACTIONS REQUIRING TWO-THIRDS VOTE

     The shareholder vote or action required to:  (i) approve any merger or
consolidation of the Corporation with or into any other corporation, and the
sale, lease, exchange or other disposition of all, or substantially all, of the
assets of the Corporation to or with any other corporation, person or entity,
with respect to which the approval of the
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Corporation's shareholders is required by the provisions of the corporate laws
of the States of Georgia; (ii) remove a member of the Board of Directors of the
Corporation; (iii) call a special meeting of the shareholders of the
corporation; (iv) alter, amend, delete or rescind any provision of this Article
VI of the Corporation's Articles of Incorporation shall be 66-2/3% of the total
issued and outstanding shares of the Corporation's Common Stock.

                                      VII.

                       DIRECTOR CLASSES 7 TERMS OF OFFICE

     (a) The number of directors of the Corporation shall be fixed from time to
time by the majority vote of the directors of the Corporation; however, the
number of directors of the Corporation so fixed by the majority vote of the
directors shall be no less than nine.  The directors shall be divided into three
classes as nearly equal in number as possible, with respect to the first time
for which they shall severally hold office.  Directors of the first class shall
hold office until the second annual meeting following their election; and
directors of the third class first chosen shall hold office until the third
annual meeting following their election.  At each annual meeting of the
shareholders held thereafter, directors shall be chosen for a term of three (3)
years to succeed those whose terms expired.

     (b) Any vacancy in the Board of Directors resulting from the death,
resignation or retirement of the director, or other cause other than removal by
the shareholders or increase in the number of directors, shall be filled by a
majority vote of the remaining directors, though less than a quorum, for a term
corresponding to the unexpired term of his or her predecessor in office.

     (c) Newly created directorships resulting from any increase in the
authorized number of directors shall be filed by a majority vote of the
remaining directors, though less than a quorum, and the directors so chosen
shall hold office for a term expiring at the next annual meeting of the
shareholders at which a successor shall be elected and shall qualify.

                                     VIII.

                               DIRECTOR LIABILITY

     A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for (i) any appropriation, in violation of his
duties, of any business opportunity of the Corporation (ii) acts or omissions
not in good faith or which involve
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intentional misconduct or knowing violation of the law, (iii) any transaction
from which the director derived an improper personal benefit, or (iv) any
violation of Section 14-2-832 (formerly Section 14-2-154) of the Official Code
of Georgia Annotated.  If, after approval of the stockholders of this article,
the Official Code of Georgia annotated is amended to authorize corporate action
further eliminating or limiting the personal liability of directors, then the
liability of a director of the Corporation shall be eliminated or limited to the
full extent permitted by the Official Code of Georgia Annotated, as so amended.
Any repeal or modification of the foregoing paragraph by the stockholders of the
Corporation shall not adversely affect any right or protection of a director of
the Corporation existing at the time of such repeal or modification.

                                      IX.

                          DIRECTOR OF INDEMNIFICATION

     Each person who is or was a director of the Corporation (including the
heirs, executors, administrators, or estate of such person) shall be indemnified
by the Corporation as of right to the full extent permitted by the Official Code
of Georgia Annotated against any liability, cost or expenses asserted against
such director and incurred by such director by reason of the fact that such
person is or was a director.  The right to indemnification conferred by this
article shall include the right to be paid by the Corporation the expenses
incurred in defending any action, suit or proceeding in advance of its final
disposition, subject to the receipt by the Corporation of such undertakings as
might be required of an indemnitee by the Official Code of Georgia Annotated.

     In any action by an indemnitee to enforce a right to indemnification
hereunder or by t he Corporation to recover advances made hereunder, the burden
or proving that the indemnitee is not entitled to be indemnified shall be on the
Corporation.  In such an action, neither the failure of the Corporation
(including its Board, independent legal counsel or stockholders) to have made a
determination that the indemnification is proper, nor determination by the
Corporation that indemnification is improper, shall create a presumption that
the indemnitee is not entitled to be indemnified or, in the case of such an
action brought by the indemnitee, be a defense thereto.  If successful in whole
or in part in such action, an indemnitee shall be entitled to be paid also the
expenses of prosecuting or defending same.
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     IN WITNESS WHEREOF, PAB Bankshares, Inc. has caused these Restated Articles
of Incorporation to be executed, its corporate seal affixed and the foregoing to
be attested, all by its duly authorized officers on this 28th day of May, 1997.

ATTEST:                                         PAB BANKSHARES, INC.


 /s/ Denise Mckenzie                             /s/ R. Bradford Burnette
--------------------------------                -----------------------------
                           , Secretary          President
--------------------------



          (CORPORATE SEAL)