EXHIBIT 3.1
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                              SKIBO FINANCIAL CORP.

                              FEDERAL STOCK CHARTER

         Section  1.  Corporate  title.  The  full  corporate  title  of the MHC
subsidiary  holding company is Skibo Financial Corp.  ("MHC  subsidiary  holding
company").

         Section 2. Office.  The domicile of the MHC subsidiary  holding company
shall be in the city of Carnegie, in the Commonwealth of Pennsylvania.

         Section 3. Duration. The duration of the MHC subsidiary holding company
is perpetual.

         Section 4.  Purpose  and  powers.  The  purpose  of the MHC  subsidiary
holding  company is to pursue any or all of the lawful  objectives  of a Federal
mutual holding  company  chartered  under Section 10(o) of the Home Owners' Loan
Act,  12 U.S.C.  1467a(o),  and to exercise  all of the  express,  implied,  and
incidental  powers  conferred  thereby  and by all acts  amendatory  thereof and
supplemental thereto,  subject to the Constitution and laws of the United States
as they are now in effect,  or as they may hereafter be amended,  and subject to
all lawful and applicable rules, regulations, and orders of the Office of Thrift
Supervision ("Office").

         Section 5. Capital stock.  The total number of shares of all classes of
capital  stock that the MHC has the authority to issue is  15,000,000,  of which
10,000,000  shall be  common  stock of par value of $0.10 per share and of which
5,000,000 shall be preferred  stock, no par value. The shares may be issued from
time to time as authorized by the board of directors without further approval of
its  shareholders,  except as  otherwise  provided  in this  section 5 or to the
extent that such approval is required by governing law, rule, or regulation. The
consideration  for the issuance of the shares shall be paid in full before their
issuance and shall not be less than the par or stated value.  Neither promissory
notes nor future  services  shall  constitute  payment or part  payment  for the
issuance of shares of the MHC subsidiary holding company.  The consideration for
the shares shall be cash,  tangible or intangible property (to the extent direct
investment in such  property  would be permitted to the MHC  subsidiary  holding
company),  labor, or services actually  performed for the MHC subsidiary holding
company, or any combination of the foregoing.  In the absence of actual fraud in
the transaction,  the value of such property,  labor, or services, as determined
by the  board of  directors  of the MHC  subsidiary  holding  company,  shall be
conclusive.  Upon payment of such consideration,  such shares shall be deemed to
be fully paid and nonassessable.  In the case of a stock dividend,  that part of
the retained earnings of the MHC subsidiary  holding company that is transferred
to common  stock or paid-in  capital  accounts  upon the issuance of shares as a
stock dividend shall be deemed to be the consideration for their issuance.

         Except  for  shares  issued  in the  initial  organization  of the  MHC
subsidiary  holding  company,  no  shares of  capital  stock  (including  shares
issuable upon conversion,  exchange,  or exercise of other  securities) shall be
issued, directly or indirectly,  to officers,  directors, or controlling persons
of the MHC  subsidiary  holding  company other than as part of a general  public
offering or as  qualifying  shares to a director,  unless their  issuance or the
plan under  which they would be issued has been  approved  by a majority  of the
total votes eligible to be cast at a legal meeting.

         The holders of common stock shall exclusively possess all voting power.
Each  holder of shares of common  stock  shall be  entitled to one vote for each
share held by such holder.  Subject to any provision for a liquidation  account,
in  the  event  of any  liquidation,  dissolution,  or  winding  up of  the  MHC
subsidiary  holding company,  the holders of the common stock shall be entitled,
after payment or


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provision for payment of all debts and liabilities of the MHC subsidiary holding
company,  to receive the remaining assets of the MHC subsidiary  holding company
available for distribution, in cash or in kind. Each share of common stock shall
have the same  relative  rights as and be identical in all respects with all the
other shares of common stock.

         A description  of the different  classes and series (if any) of the MHC
subsidiary  holding company's capital stock and a statement of the designations,
and the relative  rights,  preferences,  and  limitations  of the shares of each
class of and series (if any) of capital stock are as follows:

         A.  Common  stock.  Except  as  provided  in this  Section 5 (or in any
supplementary  sections  thereto) the holders of common stock shall  exclusively
possess  all  voting  power.  Each  holder of shares  of common  stock  shall be
entitled to one vote for each share held by such holder.

         Whenever  there  shall have been paid,  or  declared  and set aside for
payment,  to the holders of the outstanding  shares of any class of stock having
preference over the common stock as to payment of dividends,  the full amount of
dividends and of sinking fund, retirement fund, or other retirement payments, if
any, to which such holders are respectively entitled in preference to the common
stock, then dividends may be paid on the common stock and on any class or series
of stock  entitled to  participate  therewith as to dividends  out of any assets
legally available for the payment of dividends.

         In the event of any liquidation,  dissolution, or winding up of the MHC
subsidiary holding company,  the holders of the common stock (and the holders of
any class or series of stock  entitled to  participate  with the common stock in
the  distribution  of assets) shall be entitled to receive,  in cash or in kind,
the assets of the MHC  subsidiary  holding  company  available for  distribution
remaining  after:  (i) Payment or  provision  for payment of the MHC  subsidiary
holding  company  debts and  liabilities;  (ii)  distributions  or provision for
distributions in settlement of its liquidation  account; and (iii) distributions
or  provisions  for  distributions  to  holders  of any class or series of stock
having  preference  over the common stock in the  liquidation,  dissolution,  or
winding up of the MHC  subsidiary  holding  company.  Each share of common stock
shall have the same relative rights as and be identical in all respects with all
the other shares of common stock.

         B. Preferred stock.  The MHC subsidiary  holding company may provide in
supplementary  sections  to its  charter  for one or more  classes of  preferred
stock,  which  shall be  separately  identified.  The shares of any class may be
divided into and issued in series, with each series separately  designated so as
to  distinguish  the  shares  thereof  from the  shares of all other  series and
classes. The terms of each series shall be set forth in a supplementary  section
to the charter.  All shares of the same class shall be  identical,  except as to
the  following  relative  rights  and  preferences,  as to  which  there  may be
variations between different series:

         (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;


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         (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 MHC subsidiary holding company;

         (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 MHC  subsidiary  holding  company 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.

         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.

         The board of directors shall have authority to divide,  by the adoption
of supplementary charter sections,  any authorized class of preferred stock into
series and,  within the  limitations set forth in this section and the remainder
of this charter,  fix and determine the relative  rights and  preferences of the
shares of any series so established.

         Prior to the issuance of any preferred  shares of a series  established
by a supplementary  charter  section adopted by the board of directors,  the MHC
subsidiary  holding  company shall file with the Secretary to the Office a dated
copy of that supplementary  section of this charter establishing and designating
the series  and  fixing and  determining  the  relative  rights and  preferences
thereof.

         Section 6. Preemptive  rights.  Holders of the capital stock of the MHC
subsidiary  holding  company  shall not be  entitled to  preemptive  rights with
respect to any shares of the MHC subsidiary holding company which may be issued.

         Section 7. Directors. The MHC subsidiary holding company shall be under
the direction of a board of directors.  The authorized  number of directors,  as
stated in the MHC subsidiary  holding company's bylaws,  shall not be fewer than
five nor more than fifteen except when a greater or lesser number is approved by
the Director of the Office, or his or her delegate.


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         Section   8.   Certain   provisions    applicable   for   five   years.
Notwithstanding  anything  contained  in the MHC  subsidiary  holding  company's
charter or bylaws to the  contrary,  for a period of five years from the date of
completion of the  conversion of the savings bank from the mutual to stock form,
the following provisions shall apply:

         A. Beneficial ownership  limitation.  No person,  except for the mutual
holding company, Skibo Bancshares, M.H.C., shall directly or indirectly offer to
acquire or acquire the beneficial ownership of more than 10 percent of any class
of an equity security of the MHC mutual holding  company.  This limitation shall
not apply to a  transaction  in which the MHC  mutual  holding  company  forms a
holding  company  without  a  change  in  the  respective  beneficial  ownership
interests  of its  stockholders  other  than  pursuant  to the  exercise  of any
dissenter  and  appraisal  rights,  the  purchase of shares by  underwriters  in
connection with a public offering,  or the purchase of shares by a tax-qualified
employee stock benefit plan which is exempt from the approval requirements under
Section 574.3(c)(1)(vi) of the Office's regulations.

         In the event  shares are  acquired in  violation of this Section 8, all
shares  beneficially  owned by any  person in excess of 10% shall be  considered
"excess  shares"  and shall not be counted as shares  entitled to vote and shall
not be voted by any person or counted as voting  shares in  connection  with any
matters submitted to the stockholders for a vote.

         For purposes of this Section 8, the following definitions apply:

         (1) The  term  "person"  includes  an  individual,  a group  acting  in
concert, a corporation, a partnership,  an association, a joint stock company, a
trust, an  unincorporated  organization or similar  company,  a syndicate or any
other group  formed for the purpose of  acquiring,  holding or  disposing of the
equity securities of the MHC mutual holding company.

         (2) The term "offer" includes every offer to buy or otherwise  acquire,
solicitation of an offer to sell, tender offer for, or request or invitation for
tenders of, a security or interest in a security for value.

         (3) The term  "acquire"  includes  every type of  acquisition,  whether
effected by purchase, exchange, operation of law or otherwise.

         (4) The term "acting in concert" means (a) knowing  participation  in a
joint activity or conscious parallel action towards a common goal whether or not
pursuant to an express  agreement,  or (b) a combination or pooling of voting or
other interests in the securities of an issuer for a common purpose  pursuant to
any  contract,  understanding,  relationship,  agreement or other  arrangements,
whether written or otherwise.

         B. Call for special meetings. Special meetings of stockholders relating
to changes in control of the MHC mutual  holding  company or  amendments  to its
charter shall be called only upon direction of the board of directors.

         Section 9.  Amendment  of charter.  Except as provided in Section 5, no
amendment, addition, alteration, change or repeal of this charter shall be made,
unless such is proposed by the board of directors of the MHC subsidiary  holding
company,  approved by the shareholders by a majority of the votes eligible to be
cast at a legal  meeting,  unless  a  higher  vote is  otherwise  required,  and
approved or preapproved by the Office.

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