EXHIBIT 3.1

                            ARTICLES OF INCORPORATION
                                       OF
              FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC.

The  undersigned  incorporates,  each being more than eighteen  years of age and
desiring to form a  corporation  under the laws of the State of South  Carolina,
declare that:

1.  The name of the proposed corporation is First Citizens Bancorporation of 
South Carolina, Inc.

2. The initial  registered office of the corporation is 1230 Main Street located
in the City of Columbia,  County of Richland,  and the State of South  Carolina;
and the name of its initial registered agent at such address is R.
W. Braswell.

3.  The period of duration of the corporation shall be perpetual.


NOTE:  PARAGRAPHS 4. THROUGH 5.e. BELOW WERE CHANGED  12/28/84 AND PARAGRAPHS 4.
AND 5.e. WERE LATER CHANGED ON APRIL 28. 1993. THESE CHANGES ARE INCLUDED AT THE
END OF THIS DOCUMENT.

4. The  corporation  is authorized to issue 936,704  shares of common stock (par
value $5.00 each); 77,045 shares of preferred stock, consisting of 10,000 shares
of Series "A" Cumulative  Preferred Stock (par value $50.00 each); 15,000 shares
of Series "B" Cumulative  Preferred Stock (par value $50.00 each);  8,077 shares
of Series "C" Cumulative  Preferred Stock (par value $20.00 each);  8,000 shares
of Series "D"  Cumulative  Preferred  Stock (par value $50.00 each);  and 35,968
shares of Series "F" Cumulative Preferred Stock (par value $50.00 each).

5. The relative  rights,  preferences and limitations of such classes and of the
several series into which the preferred stock is divided are as follows:

  a.  Common
  Holders of common  shares shall have one vote for each share on all matters on
which shareholders are entitled to vote. They shall have no preemptive rights to
buy or  acquire  from the  corporation  any  shares of the  corporation,  or any
options or rights to purchase such shares.  Their rights in respect of dividends
and  liquidation  are  subject to the rights and  preferences  of the holders of
preferred shares as herein set forth.

  b.  Preferred
     (i) Series "A"  Cumulative  Preferred  Stock - Holders of Series "A" shares
are entitled to be paid, when declared by the Board of Directors, cash dividends
at the rate of $2.50 per share annually, payable quarterly. The corporation may,
at its option,  at any time on or after July 1, 1984,  upon twenty days  written
notice,  redeem  for  cash  all or any  part  (by lot if in  part)  of the  then
outstanding  Series "A" shares at the rate of $50.00 per share, plus accrued and
unpaid dividends.

     (ii) Series "B" Cumulative  Preferred  Stock - Holders of Series "B" shares
are entitled to be paid, when declared by the Board of Directors, cash dividends
at the rate of $2.50 per share annually, payable quarterly. The corporation may,
at its option, at any time, upon twenty days written notice, redeem for cash all
or any part (by lot if in part) of the then outstanding Series "B" shares at the
rate of $50.00 per share, plus accrued and unpaid dividends.



                               11
<PAGE>


     (iii) Series "C" Cumulative  Preferred Stock - Holders of Series "C" shares
are entitled to be paid, when declared by the Board of Directors, cash dividends
(the  "regular  dividend")  at the rate of $2.00  per  share  annually,  payable
quarterly.  In addition to such regular dividends,  holders of Series "C" shares
are  entitled  to be paid when  declared  by the Board of  Directors,  a special
dividend (the "special  dividend") in December of each year in which the regular
dividend  per share  paid on Series "C" shares is less than twice the amount per
share paid by the corporation on its common shares.  The special  dividend shall
be that  amount  per share  which  equals the  difference  between  the  regular
dividend  paid per share on the Series "C" shares during such year and twice the
amount of cash  dividends  per share paid on the common  stock during such year.
Upon any increase in the number of common  shares  outstanding  as a result of a
stock  split or stock  dividend,  the amount of the  special  dividend  shall be
adjusted  to the  extent  necessary  to avoid  dilution  of rights of holders of
Series "C" shares to such dividend.  The corporation may, at its option,  at any
time, upon twenty days written  notice,  redeem for cash all or any part (by lot
if in part) of the then outstanding  shares of Series "C" at the rate of $100.00
per share, plus accrued and unpaid dividends.

     (iv) Series "D" Cumulative  Preferred  Stock - Holders of Series "D" shares
are entitled to be paid, when declared by the Board of Directors, cash dividends
at the rate of $2.50 per share annually, payable quarterly. The corporation may,
at its  option,  at any time on or after  February  1, 1985,  upon  twenty  days
written notice,  redeem for cash all or any part (by lot if in part) of the then
outstanding shares of Series "D" at the rate of $100 per share, plus accrued and
unpaid dividends.

     (v) Series "F" Cumulative Stock - Holders of Series "F" shares are entitled
to be paid, when declared by the Board of Directors,  cash dividends at the rate
of $2.50 per share annually,  payable  quarterly.  The  corporation  may, at its
option, at any time upon twenty days written notice,  redeem for cash all or any
part (by lot if in part) of the then  outstanding  shares of  Series  "F" at the
rate of $50.00 per share, plus accrued and unpaid dividends.

  c.  Before any  dividend  shall be  declared  or paid in respect of the Common
Stock, the holders of Preferred Stock, without preference or priority as between
series, shall be entitled,  when declared by the Board of Directors,  to receive
dividends at the rates  hereinabove  set forth.  Such preference as to dividends
shall be cumulative.

  d.  In  the  event  of  any  liquidation,  dissolution  or  winding  up of the
corporation,  whether voluntary or involuntary,  before any amount shall be paid
in  respect  of the Common  Stock,  the  holders  of  Preferred  Stock,  without
preference  or priority  as between  series,  shall be entitled to receive  from
assets  available for  distribution to shareholders  for each such share held an
amount equal to the par value thereof and to all dividends accrued but unpaid as
of the date of liquidation.

  e.  Holders of preferred  shares of each series of preferred  stock shall have
one vote for each share on all  matters on which  shareholders  are  entitled to
vote.  Neither  holders of common  shares nor holders of preferred  shares shall
have any right to vote as a class  except in such  cases as class  voting may be
required by law.
There shall be no right of cumulative voting in the election of directors.

5.  The total amount of authorized capital stock is $8,293,460.00.

6.  The existence of the corporation shall begin as of the filing date with the 
Secretary of State.

                                       12

<PAGE>


7. The number of directors  constituting  the initial  board of directors of the
corporation  is seven,  and the name and address of the persons who are to serve
as  directors  until the first  annual  meeting of  shareholders  or until their
successors are elected and qualify are:
  Name                                      Address
  Frank B. Holding                          519 Rosewood Drive
                                            Smithfield, North Carolina 27577
  Paul D. Sloan                             500 S. Fourteenth Avenue
                                            Dillon, South Carolina 29536
  J. Bonner Baxter                          747 Cross Hill Road
                                            Columbia, South Carolina  29205
  William E. Sellars                        4721 Lockewood Lane
                                            Columbia, South Carolina  29206
  Henry F. Sherrill                         1718 Rosyln Drive
                                            Columbia, South Carolina  29206
  C. M. Tucker, Jr.                         610 North Pearl Street
                                            Pageland, South Carolina  29728
  J. William Wakefield, Jr.                 1425 Thornwood Drive
                                            Spartanburg, South Carolina  29302

8. The purpose for which the corporation is organized are: to engage in business
as a one-bank holding company or as a multi-bank  holding company;  to buy, sell
and lease, develop and deal in real property and personal property of every type
and kind; to conduct manufacturing and mining operations of every type and kind;
to engage in the business of providing  services of all types;  and to engage in
such other lawful types of business as the board of directors of the corporation
may, from time to time, deem advisable.

9.  The name and address of each incorporator is:
   Name                                    Address
   R. W. Braswell                          Route 1, Box 216
                                           Chapin, South Carolina  29036
   Marie M. Savage                         240 Jamil Road
                                           Columbia, South Carolina  29210
Dated:  August 9, 1982

STATE OF SOUTH CAROLINA     (COUNTY OF RICHLAND)
The  undersigned  R. W. Braswell and Marie M. Savage do hereby certify that they
are the incorporators of First Citizens  Bancorporation of South Carolina,  Inc.
and are authorized to execute this  verification;  that each of the  undersigned
for himself does hereby further certify that he has read the foregoing document,
understands the meaning and purport of the statements  therein contained and the
same are true to the best of his information and belief.
R. W. Braswell                 Marie M. Savage

NOTE:  PARAGRAPHS 9.1 AND 9.2 WERE ADDED APRIL 5, 1989 AND ARE INCLUDED AT THE 
END OF THIS DOCUMENT.

10. I, the undersigned,  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  of chapter 7 of
Title 33 of the South  Carolina code of 1976,  relating to the  organization  of
corporations,  and that in my opinion, the corporation is organized for a lawful
purpose.

A. L. Moses
Lumpkin & Sherrill
Post Office Drawer 447, 1340 Bull Street
Columbia, South Carolina  29202
Dated:  August 9, 1982

                                       13
<PAGE>

AMENDMENTS TO ARTICLES OF INCORPORATION

The  following  are true and  correct  copies  of  changes  to the  Articles  of
Incorporation  of First citizens  Bancorporation  of South Carolina,  Inc. which
were duly authorized by the Shareholders, under Articles of Merger between First
Citizens  Bancorporation  of South  Carolina,  Inc.  and Twin  States  Financial
Corporation,  at a  shareholders  meeting held on December 28, 1984. The changes
involved paragraphs 4 and 5 which now read:

"4. The  corporation  is  authorized to issue  2,000,000  shares of Common Stock
having a par value of $5.00 each;  1,000,000  shares of Non-Voting  Common Stock
having a par value of $5.00 each;  68,968 shares of preferred stock having a par
value of $50.00 each,  and  consisting of 10,000 shares of Series "A" Cumulative
Preferred Stock,  15,000 shares of Series "B" Cumulative  Preferred Stock, 8,000
shares of Series "D" Cumulative Preferred Stock, and 35,968 shares of Series "F"
Cumulative  Preferred Stock;  8,077 shares of preferred stock having a par value
of $20.00 each and consisting of 8,077 shares of Series "C" Cumulative Preferred
Stock;  and 500,000 shares of preferred  stock without par value,  designated as
No-Par  Preferred  Stock and  consisting of 590 shares of Series "E"  Cumulative
Preferred  Stock,  11,659 shares of Series "G" Cumulative  Preferred  Stock, and
487,751  shares  of  such  No-Par  Cumulative   Preferred  Stock  not  presently
established  as one or more series.  The board of  directors of the  corporation
shall have the authority to establish from such No Par shares one or more series
and to fix and determine the relative  rights and  preferences  of the shares of
any series so established.

5. The relative  rights,  preferences and limitations of such classes and of the
several series into which the preferred stock is divided are as follows:

  a.  Common Stock
  Holders  of shares of Common  Stock  shall have one vote for each share on all
matters on which shareholders are entitled to vote and may vote cumulatively for
the  election  of the  corporation's  directors.  They shall have no  preemptive
rights to buy or acquire from the corporation any shares of the corporation,  or
any  options  or rights to  purchase  such  shares.  Their  rights in respect of
dividends  and  liquidation  are  subject to the rights and  preferences  of the
holders of preferred shares as herein set forth.
  Holders of shares of  Non-Voting  Common  Stock shall have no right to vote on
any matter on which  shareholders  are entitled to vote except in such instances
as South  Carolina  law may  require  that they vote as a class,  in which event
holders  of such  shares  shall  have  one vote for  each  share.  In all  other
respects,  holders  of  Non-Voting  Common  Stock  shall  have the same  rights,
privileges and limitations (including lack of preemptive rights) that holders of
Common Stock have.

  b.  Preferred
     (i) Series "A"  Cumulative  Preferred  Stock - Holders of Series "A" shares
are entitled to be paid, when declared by the Board of Directors, cash dividends
at the rate of $2.50 per share annually, payable quarterly. The corporation may,
at its option, at any time upon twenty days written notice,  redeem for cash all
or any part (by lot if in part) of the then outstanding Series "A" shares at the
rate of $50.00 per share, plus accrued and unpaid dividends.



                                       14




<PAGE>


   (ii) Series "B" Cumulative Preferred Stock - Holders of Series "B" shares are
entitled to be paid, when declared by the Board of Directors,  cash dividends at
the rate of $2.50 per share annually, payable quarterly. The corporation may, at
its option, at any time, upon twenty days written notice, redeem for cash all or
any part (by lot if in part) of the then  outstanding  Series  "B" shares at the
rate of $50.00 per share, plus accrued and unpaid dividends.

     (iii) Series "D" Cumulative  Preferred Stock - Holders of Series "D" shares
are entitled to be paid, when declared by the Board of Directors, cash dividends
at the rate of $2.50 per share annually, payable quarterly. The corporation may,
at its  option,  at any time on or after  February  1, 1985,  upon  twenty  days
written notice,  redeem for cash all or any part (by lot if in part) of the then
outstanding shares of Series "D" at the rate of $100 per share, plus accrued and
unpaid dividends.

     (iv) Series "E" Cumulative  Preferred  Stock - Holders of Series "E" shares
are entitled to be paid, when declared by the Board of Directors, cash dividends
at the rate of $10.00 per share annually, payable semi-annually. The corporation
may,  at its  option,  at any time upon twenty  days  written  notice,  call for
redemption  in cash all or any part (by lot if in part) of the then  outstanding
shares of Series "E" at the rate of $200.00 per share,  plus  accrued and unpaid
dividends.

     (v) Series "F"  Cumulative  Preferred  Stock - Holders of Series "F" shares
are entitled to be paid, when declared by the Board of Directors, cash dividends
at the rate of $2.50 per share annually, payable quarterly. The corporation may,
at its option, at any time upon twenty days written notice,  redeem for cash all
or any part (by lot if in part) of the then outstanding  shares of Series "F" at
the rate of $50.00 per share, plus accrued and unpaid dividends.

     (vi) Series "C" Cumulative Preferred Stock - Holders of Series "C" shares 
are entitled to be paid, when declared by the Board of Directors, cash dividends
(the  "regular  dividend")  at the rate of $2.00  per  share  annually,  payable
quarterly.  In addition to such regular  dividends,  holders of Class "C" shares
are  entitled  to be paid when  declared  by the Board of  Directors,  a special
dividend (the "special  dividend") in December of each year in which the regular
dividend  per share  paid on Class "C"  shares is less than twice the amount per
share paid by the corporation on its common shares.  The special  dividend shall
be that  amount  per share  which  equals the  difference  between  the  regular
dividend  paid per share on the Class "C" shares  during such year and twice the
amount of cash  dividends  per share paid on the common  stock during such year.
Upon any increase in the number of common  shares  outstanding  as a result of a
stock  split or stock  dividend,  the amount of the  special  dividend  shall be
adjusted to the extent necessary to avoid dilution of rights of holders of Class
"C" shares to such dividend.  The corporation  may, at its option,  at any time,
upon twenty days written  notice,  redeem for cash all or any part (by lot if in
part) of the then  outstanding  shares of Class "C" at the rate of  $100.00  per
share, plus accrued and unpaid dividends.

     (vii) Series "G" Cumulative  Preferred Stock - Holders of Series "G" shares
are entitled to be paid, when declared by the Board of Directors, cash dividends
at the rate of $2.50 per share annually, payable quarterly. The corporation may,
at its option,  at any time after  January 1, 1990,  upon  twenty  days  written
notice,  redeem  for  cash  all or any  part  (by lot if in  part)  of the  then
outstanding  shares of Series "G" at the rate of $50.00 per share,  plus accrued
and unpaid dividends.

                                       15

<PAGE>



  c.  Before any  dividend  shall be  declared  or paid in respect of the Common
Stock, or the Non-Voting  Common Stock the holders of preferred  stock,  without
preference  or priority as between  classes or series,  shall be entitled,  when
declared  by  the  Board  of  Directors,  to  receive  dividends  at  the  rates
hereinabove set forth. Such preference as to dividends shall be cumulative.

  d.  In  the  event  of  any  liquidation,  dissolution  or  winding  up of the
corporation,  whether voluntary or involuntary,  before any amount shall be paid
in respect of the Common Stock,  or the  Non-Voting  Common Stock the holders of
preferred  stock,  without  preference  or priority as between  class or series,
shall  be  entitled  to  receive  from  assets  available  for  distribution  to
shareholders all dividends  accrued but unpaid as of the date of liquidation and
for each such share having a par value an amount equal to the par value  thereof
and for each share of Series G, the sum of $50.00,  and for each share of Series
E the sum of $200.00.

  e.  Holders of shares of Series "A",  "B",  "C",  "D", "F" and "G" stock shall
have one vote for each share on all matters on which  shareholders  are entitled
to  vote,  and may  vote  cumulatively  for the  election  of the  corporation's
directors.  Holders of shares of Series "E" stock shall have no right to vote on
any matter on which shareholders are entitled to vote, except as required by law
and except that if at any time the  dividend is in arrears on such  series,  the
holders thereof may, in the election of the directors,  cast one vote per share.
Neither holders of common shares nor holders of preferred  shares shall have any
right to vote as a class except in such cases as class voting may be required by
law."

E. W. Wells, Secretary


The  following  are true and  correct  copies  of  changes  to the  Articles  of
Incorporation  of First Citizens  Bancorporation  of South Carolina,  Inc. which
were duly authorized by the shareholders at a shareholders meeting held on April
5, 1989. The changes involved additions of paragraphs 9.1 and 9.2 which read:

"9.1 Pursuant to Section  35-2-221 of the South Carolina  Code, as amended,  the
provisions  of Sections  35-2-201  through  35-2-226 of the 1976 South  Carolina
Code, enacted as part of Section 8 of Act 444 of 1988 (R.490) shall not apply to
this corporation.

9.2 A director of the  corporation  shall not be personally  liable for monetary
damages  for breach of  fiduciary  duty as a director,  except  for:  (i) act of
omissions  not in good  faith or which  involve  gross  negligence,  intentional
misconduct,  or a knowing  violation of law;  (ii) any breach of the  director's
duty of loyalty to the  corporation or its  stockholders;  (iii) any transaction
from which the director derived an improper personal benefit;  or (iv) liability
for unlawful  distributions  imposed  under  Section  33-8-330 of the 1976 South
Carolina Code, as amended."

E. W. Wells, Corporate Secretary




                                       16



<PAGE>




On April 28, 1993, the  corporation  adopted the following  Amendment(s)  to its
Articles of Incorporation:

Resolved,  that Paragraph 4 of the Articles of  Incorporation of the Corporation
is hereby amended to read as follows:

"4. The  corporation  is  authorized to issue  2,000,000  shares of Common Stock
having a par value of $5.00 each;  1,000,000  shares of Non-Voting  Common Stock
having a par value of $5.00 each;  68,968 shares of preferred stock having a par
value of $50.00 each,  and  consisting of 10,000 shares of Series "A" Cumulative
Preferred Stock,  15,000 shares of Series "B" Cumulative  Preferred Stock, 8,000
shares of Series "D" Cumulative Preferred Stock, and 35,968 shares of Series "F"
Cumulative  Preferred Stock;  8,077 shares of preferred stock having a par value
of $20.00 each and consisting of 8,077 shares of Series "C" Cumulative Preferred
Stock; and 5,000,000 shares of preferred stock without par value,  designated as
No-Par  Preferred  Stock and  consisting of 590 shares of Series "E"  Cumulative
Preferred  Stock,  11,659 shares of Series "G" Cumulative  Preferred  Stock, and
4,987,751  shares  of such  No-Par  Cumulative  Preferred  Stock  not  presently
established  as one or more series.  The board of  directors of the  corporation
shall have the authority to establish from such No Par shares one or more series
and to fix and determine the relative  rights and  preferences  of the shares of
any series so established."

Resolved,  that Paragraph 5 of the Articles of  Incorporation of the Corporation
is hereby amended to add sub-paragraph "e" thereto, which shall read as follows:

"5. e.  The corporation elects not to have preemptive rights with respect to 
any class or series of its shares."

                                       17
<PAGE>