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                                                                     Exhibit 3.1


                             CERTIFICATE OF INCORPORATION

                                          OF

                                PROGRESSIVE BANK, INC.

                  UNDER SECTION 402 OF THE BUSINESS CORPORATION LAW

    1.   NAME.  The name of the Corporation is PROGRESSIVE BANK, INC. (the
"Corporation").

    2.   PURPOSES.  The nature of the business or purposes to be conducted or
promoted for which the Corporation is formed is to engage in any lawful act or
activity for which corporations may be organized under the Business Corporation
Law provided that the Corporation is not formed to engage in any act or activity
which requires the consent or approval of any state official, department, board,
agency or other body, without such consent or approval first being obtained.

    3.   OFFICE.  The office of the Corporation will be located in the County
of Dutchess, State of New York.

    4.   AUTHORIZED SHARES.  The total number of shares of stock which the
Corporation shall have the authority to issue is twenty million (20,000,000). 
The shares shall be divided into two classes: fifteen million (15,000,000)
shares shall be common stock, par value $1.00 per share and five million
(5,000,000) shares shall be preferred stock, par value $1.00 per share.

         (a)  COMMON STOCK.  The common stock shall have the following rights:

              (i)    DIVIDENDS.  Subject to the preferential dividend rights
applicable to shares of the preferred stock, the holders of shares of the common
stock shall be entitled to receive such dividends as may be declared by the
Board of Directors.

              (ii)   LIQUIDATION.  In the event of any voluntary or involuntary
liquidation, dissolution or winding up of the Corporation, after distribution in
full of the preferential amounts to be distributed to the holders of shares of
the preferred stock, the holders of shares of the common stock shall be entitled
to receive all of the remaining assets of the Corporation available for
distribution to its shareholders, ratably in proportion to the number of shares
of the common stock held by them.


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              (iii)  VOTING RIGHTS.  Except as otherwise determined by the
Board of Directors of the Corporation pursuant to the provisions of clause (vii)
of paragraph (b) of this Section, the holders of shares of the common stock
shall be entitled to vote on all matters at all meetings of the shareholders of
the Corporation, and shall be entitled to one vote for each share of the common
stock entitled to vote at such meeting, voting together with the holders of
shares of any series of the preferred stock who are entitled to vote and the
holders of shares of any other class of stock who are entitled to vote, and not
as a separate class.

         (b)  PREFERRED STOCK.  Subject to the limitations and in the manner
provided by law, shares of the preferred stock may be issued from time to time
in series, and, the Board of Directors of the Corporation is hereby authorized
to establish and designate series, to fix the number of shares constituting each
series, and to fix the designations and the relative rights, preferences and
limitations of the shares of each series and the variations in the relative
rights, preferences and limitations as between series, and to increase and to
decrease the number of shares constituting each series.  Subject to the
limitations and in the manner provided by law, the authority of the Board of
Directors of the Corporation with respect to each series shall include but shall
not be limited to the authority to determine the following:

              (i)    the designation of such series;

              (ii)   the number of shares initially constituting such series;

              (iii)  the increase, and the decrease to a number not less than
the number of the outstanding shares of such series, of the number of shares
constituting such series theretofore fixed;

              (iv)   the rate or rates and the times at which dividends on the
shares of such series shall be paid, and whether or not such dividends shall be
cumulative, and, if such dividends shall be cumulative, the date or dates from
and after which they shall accumulate; provided, however, that if the stated
dividends are not paid in full, the shares of all series of the preferred stock
shall share ratably in the payment of dividends, including accumulations, if
any, in accordance with the sums which would be payable on such shares if all
dividends were declared and paid in full;


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              (v)    whether or not the shares of such series shall be
redeemable, and, if such shares shall be redeemable, the terms and conditions of
such redemption, including but not limited to the date or dates upon or after
which such shares shall be redeemable and the amount per share which shall be
payable upon such redemption, which amount may vary under different conditions
and at different redemption dates;

              (vi)   the amount payable on the shares of such series in the
event of the voluntary or involuntary liquidation, dissolution or winding up of
the corporation; provided, however, that the holders of such shares shall be
entitled to be paid, or to have set apart for payment, not less than $1.00 per
share before the holders of shares of the common stock or the holders of any
other class of stock ranking junior to the preferred stock as to rights on
liquidation shall be entitled to be paid any amount or to have any amount set
apart for payment; provided, further, that, if the amounts payable on
liquidation are not paid in full, the shares of all series of the preferred
stock shall share ratably in any distribution of assets other than by way of
dividends in accordance with the sums which would be payable in such
distribution if all sums payable were discharged in full.  A liquidation,
dissolution or winding up of the Corporation, as such terms are used in this
clause (vi), shall not be deemed to be occasioned by or to include any
consolidation or merger of the Corporation with or into any other corporation or
corporations or a sale, lease or conveyance of all or a part of its assets;

              (vii)  whether or not the shares of such series shall have voting
rights, in addition to the voting rights provided by law, and, if such shares
shall have such voting rights, the terms and conditions thereof, including but
not limited to the right of the holders of such shares to vote as a separate
class either alone or with the holders of shares of one or more other series of
preferred stock and the right to have more than one vote per share;

              (viii) whether or not a sinking fund shall be provided for the
redemption of the shares of such series, and, if such a sinking fund shall be
provided, the terms and conditions thereof;


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              (ix)   whether or not a purchase fund shall be provided for the
shares of such series, and, if such a purchase fund shall be provided, the terms
and conditions thereof;

              (x)    whether or not the shares of such series shall have
conversion privileges, and, if such shares shall have conversion privileges; the
terms and conditions of conversion, including but not limited to any provision
for the adjustment of the conversion rate or the conversion price; and

              (xi)   any other relative rights, preferences and limitations.

         (c)  PRE-EMPTIVE RIGHTS.  No holder of any shares of the stock of the
Corporation shall be entitled, as such, as a matter of pre-emptive right or any
rights under Section 622(b) or (c) of  the Business Corporation Law, to
subscribe for, purchase or otherwise acquire in an offering by the Corporation
any part of the new or additional issue of shares of the Corporation of any
class whatsoever, or of securities convertible into or exchangeable for shares
of the Corporation of any class whatsoever, or of any warrants or other
instruments evidencing rights or options to subscribe for, purchase or otherwise
acquire such shares or securities, whether such shares be now or hereafter
authorized and whether such shares, securities, or warrants or other instruments
be issued for cash, property or services.

    5.   BOARD OF DIRECTORS. 

         (a)  The Board of Directors of the Corporation shall have the power to
fix the number of directors from time to time.  The Board of Directors of the
Corporation shall be divided into three classes in respect of term of office,
each class to contain as near as may be one-third (1/3) of the whole number of
the Board of Directors.  Of the Board of Directors as elected at the first
annual meeting of the stockholders of the Corporation, the members of one class
shall serve until the second annual meeting of stockholders of the Corporation,
the members of the second class shall serve until the third annual meeting of
stockholders of the Corporation, and the members of the third class shall serve
until the fourth annual meeting of stockholders of the Corporation; provided,
however, that in each case directors shall continue to serve until their
successors shall be elected and shall qualify.  At each annual meeting of
stockholders of the 

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Corporation, one class of directors shall be elected to serve until the 
annual meeting of stockholders held in the third year next following the year 
of its election and until its successors shall be elected and shall qualify. 
Stockholders shall not be permitted to cumulate their votes for the election 
of directors.

         (b)  No director of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for any breach of fiduciary
duty by such director as a director.  Notwithstanding the foregoing sentence, a
director shall be liable to the extent provided by applicable law if a judgement
or other final adjudication adverse to him establishes that his acts or
omissions were in bad faith or involved intentional misconduct or a knowing
violation of law or that he personally gained in fact a financial profit or
other advantage to which he was not legally entitled or that his acts violated
New York Business Corporation Law Section 719, including any amendment thereto. 
No amendment to or repeal of this Section 5(b) shall apply to or have any effect
on the liability or alleged liability of any director or the Corporation for or
with respect to any acts or omissions of such director occurring prior to such
amendment or repeal.

    6.   AMENDMENT OF BY-LAWS.  In furtherance and not in limitation of the
powers conferred by statute, the Board of Directors is expressly authorized to
adopt, amend or repeal any By-law of the Corporation by the affirmative vote of
a majority of the Board.

    7.   MEETINGS OF STOCKHOLDERS.  Meetings of stockholders may be held within
or without the State of New York, as the By-laws may provide.  Special meetings
of stockholders shall be called only by the Board of Directors.  Only business
which is related to the purpose or purposes set forth in the notice of a special
meeting shall be acted upon or transacted at such meeting.

    8.   NOTICE FOR NOMINATIONS AND PROPOSALS

         (a)  Nominations for the election of directors and proposals for any
new business to be taken up at any annual or special meeting of stockholders may
be made by the board of directors of the Corporation or by any stockholder of
the Corporation entitled to vote generally in the election of directors.  


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In order for a stockholder of the Corporation to make any such nominations 
and/or proposals, he or she shall give notice thereof in writing, delivered 
or mailed by first class United States mail, postage prepaid, to the 
Corporate Secretary of the Corporation not less than thirty days nor more 
than sixty days prior to the date of any such meeting; provided, however, 
that if less than forty days' notice of the meeting is given to stockholders, 
such written notice shall be delivered or mailed, as prescribed, to the 
Corporate Secretary of the Corporation not later than the close of business 
on the tenth day following the day on which notice of the meeting was mailed 
to stockholders.  Each such notice given by a stockholder with respect to 
nominations for the election of directors shall set forth (i) the name, age, 
business address and, if known, residence address of each nominee proposed in 
such notice, (ii) the principal occupation or employment of each such 
nominee, and (iii) the number of shares of stock of the Corporation which are 
beneficially owned by each such nominee.  In addition, the stockholder making 
such nomination shall promptly provide any other information reasonably 
requested by the Corporation.

         (b)  Each such notice given by a stockholder to the Corporate
Secretary with  respect to business proposals to be brought before a meeting
shall set forth in writing as to each matter:  (i)  a brief description of the
business desired to be brought before the meeting and the reasons for conducting
such business at the meeting; (ii)  the name and address, as they appear on the
Corporation's books, of the stockholder proposing such business; (iii)  the
class and number of shares of the Corporation which are beneficially owned by
the stockholder; and (iv)  any material interest of the stockholder in such
business.  Notwithstanding anything in this Certificate to the contrary, no new
business shall be conducted at the meeting except in accordance with the
procedures set forth in this Article.

         (c)  The Chairman of the annual or special meeting of stockholders
may, if the facts warrant, determine and declare to such meeting that a
nomination or proposal was not made in accordance with the foregoing procedure,
and, if he should so determine, he shall so declare to the meeting and the
defective nomination or proposal shall be disregarded and laid over for action
at the next succeeding special 


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or annual meeting of the stockholders taking place thirty days or more 
thereafter.  This provision shall not require the holding of any adjourned or 
special meeting of stockholders for the purpose of considering such defective 
nomination or proposal.

    9.   AMENDMENTS TO CERTIFICATE OF INCORPORATION.  The Corporation reserves
the right to amend, alter, change or repeal any provision contained in this
Certificate of Incorporation.  No amendment, addition, alteration, change or
repeal of this Certificate of Incorporation shall be made, unless it is first
proposed by the Board of Directors of the Corporation, then preliminarily
approved by a majority vote of the Board, and thereafter approved by the
stockholders by the affirmative vote of a majority of the total votes eligible
to be cast at a special meeting of the stockholders called for such purpose.

    10.  AGENT FOR-SERVICE.  The Secretary of State of the State of New York is
designated as agent of the Corporation upon whom all process may be served and
the post office address to which  the Secretary shall mail a copy of any process
served against the Corporation is Route 22 and Akindale Road, Pawling, New York
12564.


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