EXHIBIT 3.1
                             STATE OF SOUTH CAROLINA

                               SECRETARY OF STATE

                 AMENDED AND RESTATED ARTICLES OF INCORPORATION
                                       FOR
                         THE SOUTH FINANCIAL GROUP, INC.


         Pursuant to Section  33-10-107 of the 1976 South Carolina Code of Laws,
     as amended, the Corporation hereby submits the following information:


1.   The name of the Corporation is The South Financial Group, Inc.

2.   The name of the  Corporation  has been  changed.  Its only  former name was
     Carolina First Corporation.

3.   The original articles of incorporation were filed on May 21, 1986, and have
     subsequently been amended by various articles of amendment.

4.   The registered office of the Corporation is 102 S. Main Street, Greenville,
     South Carolina 29601,  and the registered  agent at such address is William
     P. Crawford, Jr.


5.   The  Corporation  is authorized  to issue a single class of common  shares,
     $1.00 par value per share and the total number of such shares authorized is
     one hundred million (100,000,000).

     The Corporation is also authorized to issue ten million (10,000,000) shares
     of preferred  stock.  The relative  rights,  preferences and limitations of
     such  preferred  stock shall be  determined by the  Corporation's  Board of
     Directors  in its sole  discretion.  The  Corporation's  Board of Directors
     shall have the sole  authority to issue shares of such  preferred  stock to
     whomever  and for  whatever  purposes  it,  in its sole  discretion,  deems
     appropriate.  The Board is expressly  authorized  to divide such  preferred
     shares into separate series,  with each series separately  designated so as
     to distinguish the shares thereof from the shares of all other series. Each
     share of each series of serial preferred stock shall have the same relative
     rights as and be identical in all respects with all the other shares of the
     same series.  Among other  things,  the Board may  designate  the following
     variations  among any of the  various  series of  preferred  stock  without
     further action of the shareholders of the Corporation:  (a) the distinctive
     serial  designation and the number of shares  constituting such series; (b)
     the  dividend  rate or the amount of  dividends to be paid on the shares of
     such series,  whether  dividends shall be cumulative and, if so, from which
     date(s) the payment date(s) for dividends,  and the  participating or other
     special rights,  if any, with respect to dividends;  (c) the voting powers,
     full or limited,  if any, of shares of such series;  (d) whether the shares
     of such series shall be redeemable  and, if so, the price(s) at which,  and
     the terms and  conditions  on which,  such shares may be redeemed;  (e) the
     amount(s)  payable upon the shares of such series in the event of voluntary
     or involuntary liquidation,  dissolution, or winding up of the Corporation;
     (f) whether the shares of such series shall be entitled to the benefit of a
     sinking or  retirement  fund to be applied to the purchase or redemption of
     such shares, and if so entitled,  the amount of such fund and the manner of
     its  application,  including  the  price(s)  at which  such  shares  may be
     redeemed or purchased through the application of such fund; (g) whether the
     shares of such series  shall be  convertible  into,  or  exchangeable  for,
     shares of any other  class or classes of stock of the  Corporation  and, if
     so, the conversion price(s) or the rate(s) of exchange, and the adjustments
     thereof,  if any, at which such conversion or exchange may be made, and any
     other terms and conditions of such conversion or exchange; (h) the price or
     other  consideration  for which the shares of such series  shall be issued;
     and (i) whether the shares of such series  which are  redeemed or converted
     shall have the status of authorized but unissued shares of serial preferred
     stock and whether  such shares may be reissued as shares of the same or any
     other series of serial preferred stock.

6.   The  optional  provisions  which the  Corporation  elects to include in the
     articles of incorporation are as follows:

<PAGE>

a)   Holders  of  shares of common  stock  shall not have the right to  cumulate
     their votes in the election of directors.

b)   Holders  of shares  of common  stock  shall not have  preemptive  rights to
     subscribe for  additional  shares on a pro rata basis when such  additional
     shares are offered for sale by the Corporation.

c)   These Articles of Incorporation require the affirmative vote of the holders
     of not less  than  eighty  percent  (80%) of the  outstanding  stock of the
     Corporation entitled to vote for approval if (a) this Corporation merges or
     consolidates with any other  corporation,  or if (b) this Corporation sells
     or exchanges all or a  substantial  part of its assets to or with any other
     corporation,  or if (c) this  Corporation  issues or delivers  any stock or
     other  securities of its issue in exchange or payment for any properties or
     assets  of any  other  corporation,  or  securities  issued  by  any  other
     corporation,  or in a merger of any subsidiary of this  Corporation (80% or
     more of the common stock of which is held by this Corporation) with or into
     any other  corporation;  provided,  however,  that the foregoing  shall not
     apply  to any plan of  merger  or  consolidation,  or sale or  exchange  of
     assets,  or issuance or  delivery  of stock or other  securities  which was
     approved (or adopted) and recommended  without condition by the affirmative
     vote of not less than eighty percent (80%) of the  directors,  nor shall it
     apply to any such  transaction  solely between this Corporation and another
     corporation  fifty  percent  (50%) or more of the voting  stock of which is
     owned by this  Corporation.  The Board of  Directors  shall be permitted to
     condition  its approval (or  adoption) of any plan of merger or exchange of
     assets, or issuance or delivery of stock or securities upon the approval of
     holders  of  eighty  percent  (80%)  of  the  outstanding   stock  of  this
     Corporation  entitled to vote on such plan of merger or  consolidation,  or
     sale or exchange of assets, or issuance or delivery of stock or securities.
     "Control"  means the  possession,  directly or indirectly,  of the power to
     direct or cause the direction of the  management  and policies of a person,
     whether  through  the  ownership  of voting  securities,  by  contract,  or
     otherwise;  and, in computing the  percentage of  outstanding  voting stock
     beneficially  owned by any person,  the shares  outstanding  and the shares
     owned  shall be  determined  as of the record date fixed to  determine  the
     stockholders  entitled  to vote or  express  consent  with  respect to such
     proposal.   The   stockholder   vote,   if  any,   required   for  mergers,
     consolidations, sales or exchanges of assets or issuances of stock or other
     securities not expressly  provided for in these Articles of  Incorporation,
     shall be such as may be required by applicable law. A "substantial part" of
     the  Corporation's  assets  shall  mean  assets  the  book  value  of which
     constitutes  more than twenty percent (20%) of the book value,  or the fair
     market value of which  constitutes  more than twenty  percent  (20%) of the
     fair  market  value,  of the  total  assets  of  the  Corporation  and  its
     subsidiaries taken as a whole.

d)   The Board of Directors,  when  evaluating any offer of another party to (a)
     make  a  tender  or  exchange  offer  for  any  equity   security  of  this
     Corporation,  (b)  merge  or  consolidate  this  Corporation  with  another
     corporation,  or (c) purchase or otherwise acquire all or substantially all
     of the properties and assets of this Corporation, shall, in connection with
     the exercise of its judgment in  determining  what is in the best interests
     of this Corporation and its stockholders, give due consideration to (i) all
     relevant  factors,   including  without   limitation  the  social,   legal,
     environmental and economic effects on the employees,  customers,  suppliers
     and other  constituencies of this Corporation and its subsidiaries,  on the
     communities  and  geographical  areas in  which  this  Corporation  and its
     subsidiaries  operate  or are  located  and on  any of the  businesses  and
     properties of this Corporation or any of its subsidiaries,  as well as such
     other  factors  as the  directors  deem  relevant,  and  (ii)  not only the
     consideration  being offered,  in relation to the then current market price
     for the  Corporation's  outstanding  shares of capital  stock,  but also in
     relation  to  the  then  current  value  of  the  Corporation  in a  freely
     negotiated  transaction and in relation to the board of directors' estimate
     of the future value of this Corporation  (including the unrealized value of
     its properties and assets) as an independent going concern.

e)   Any  shareholder  entitled to vote for the election of  directors  may make
     nominations  for the election of directors only by giving written notice to
     the Secretary of the Corporation at least 30 days but not more than 60 days
     prior to the annual meeting of  shareholders  at which  directors are to be
     elected, unless such requirement is waived in advance of the meeting by the
     Board of Directors.

f)   The Articles of  Incorporation  require the affirmative vote of the holders
     of not less than eighty percent (80%) of the outstanding  voting securities
     of the  Corporation to remove any Director or the entire Board of Directors
     without cause.

g)   The Articles of Incorporation provide for staggered terms of the members of
     the  Board  of  Directors,  in the  following  manner:  When  the  Board of
     Directors  shall consist of nine (9) or more  members,  in lieu of electing
     the whole number of Directors  annually,  the Directors shall be divided by
     the Board into three classes, each class to be as nearly equal in number as
     possible.  The term of office of  Directors of the first class shall expire
     at the first annual meeting of shareholders  after their election,  that of
     the second  class shall  expire at the second  annual  meeting  after their

<PAGE>

     election,  and that of the third class shall expire at the end of the third
     annual  meeting  after their  election.  At each annual  meeting after such
     classification  the  number of  Directors  equal to the number of the class
     whose  term  expires at the time of such  meeting  shall be elected to hold
     office until the third succeeding annual meeting.

h)   The Articles of  Incorporation  require the affirmative vote of the holders
     of not less than eighty percent (80%) of the outstanding  voting securities
     of the  Corporation to approve the dissolution of the  Corporation,  unless
     not  less  than  eighty  percent  (80%)  of  the  Directors   approve  such
     dissolution, in which case approval by affirmative vote of the holders of a
     majority of the outstanding  voting  securities of the Corporation shall be
     sufficient.

i)   The Articles of  Incorporation  require the affirmative vote of the holders
     of not less than eighty percent (80%) of the outstanding  voting securities
     of the Corporation to amend the provisions of the Articles of Incorporation
     set forth in Paragraphs (c) through (h)  hereinabove,  unless not less than
     eighty percent (80%) of the Directors approve such amendment, in which case
     approval  by  affirmative  vote of the holders of  two-thirds  (2/3) of the
     outstanding voting securities of the Corporation shall be sufficient.

j)   A  director  of the  Corporation  shall  not be  personally  liable  to the
     Corporation or any of its  shareholders  for monetary damages for breach of
     fiduciary  duty as a director,  provided that this  provision  shall not be
     deemed to  eliminate  or limit the  liability  of a  directory  (i) for any
     breach  of  the  director's  duty  of  loyalty  to the  Corporation  or its
     stockholders; (ii) for acts or omissions not in good faith or which involve
     gross negligence,  intentional misconduct,  or a knowing violation of laws;
     (iii) imposed under Section  33-8-330 of the Act (improper  distribution to
     shareholder);  or (iv) for any transaction  from which the director derived
     an improper personal benefit.

7.   This  application  will be  effective  upon  acceptance  for  filing by the
     Secretary of State.



<PAGE>


                          CERTIFICATE ACCOMPANYING THE
                AMENDED AND RESTATED ARTICLES OF INCORPORATION OF
                         THE SOUTH FINANCIAL GROUP, INC.

     CHECK EITHER A OR B,  WHICHEVER IS APPLICABLE;  AND IF B APPLIES,  COMPLETE
THE ADDITIONAL INFORMATION REQUESTED:



           A. [X] The attached restated articles of incorporation do not contain
           any amendments to the  Corporation's  articles of  incorporation  and
           have been duly  approved by the  Corporation's  board of directors as
           authorized by Section 33-10-107(a) of the 1976 South Carolina Code of
           Laws, as amended.

           B. [ ] The attached restated articles of incorporation contain one or
           more  amendments  to the  Corporation's  articles  of  incorporation.
           Pursuant to Section  33-10-107(d)(2)  also, the following information
           concerning the amendment(s) is hereby submitted:

1. On _________________, the Corporation adopted the following amendments to its
articles of incorporation:

          Not applicable.

2. The  manner,  if not set forth in the  Amendment(s),  in which any  exchange,
reclassification, or cancellation of issued shares provided for in the Amendment
shall be effected, is as follows:

          Not applicable.

3. Complete either A or B, whichever is applicable.

          Not applicable.

          A. [ ] Amendments adopted by shareholder action. 8.
At the date of adoption of the Amendments,  the number of outstanding  shares of
each voting group entitled to vote separately on the  Amendment(s),  and vote of
such shares was as follows:
<TABLE>

<S>                   <C>             <C>             <C>                     <C>
                      Number of       Number of       Number of Votes         Number of  Undisputed
Voting                Outstanding     Votes Entitled  Represented at                   Shares Voted
Group                 Shares          to be Cast      the Meeting             For           or         Against
-----                 ------          ----------      -----------             --------------------------------
</TABLE>

          B. [ ] Amendments were 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 of Laws, as amended and
shareholder action was not required.

Date: March 17, 2003                        The South Financial Group, Inc.

                                    By:     /s/William S. Hummers III
                                          -------------------------------------
                                              Signature

                                          William S. Hummers III,
                                          Executive Vice President
                                          Type or Print Name and Office