Exhibit 3.1


                                                          FEDERAL IDENTIFICATION
                                                          NO. 04-3437708


(illegible)
-------------------
Examiner                 THE COMMONWEALTH OF MASSACHUSETTS

                             WILLIAM FRANCIS GALVIN
                          Secretary of the Commonwealth
              One Ashburton Place, Boston, Massachusetts 02108-1512
(illegible)
--------------
Name                    RESTATED ARTICLES OF ORGANIZATION
Approved             (GENERAL LAWS, CHAPTER 156B, Section 74)


         We, Stephen B. Lawson,  President,  and John S. Burnett, Clerk, of CCBT
Bancorp, Inc., located at 307 Main Street,  Hyannis, MA 02601, do hereby certify
that these Articles of Amendment  affecting articles numbered:  Article I of the
Articles of  Organization  were duly adopted at a meeting held on July 15, 1999,
by  vote  of:   6,348,130.589   shares  of  Common  stock  of  8,957,564  shares
outstanding, being at least two-thirds of each type, class or series outstanding
and entitled to vote thereon:


                                    ARTICLE I

The exact name of the corporation is:

                         CCBT FINANCIAL COMPANIES, INC.


                                   ARTICLE II

The  purpose  of  the  corporation  is  to  engage  in  the  following  business
activities:

A.       To acquire,  invest in or hold stock in any subsidiary  permitted under
         (i) the  Bank  Holding  Company  Act of 1956,  and  (ii)  Massachusetts
         General Laws, Chapter 167, as such statutes may be amended from time to
         time, and to engage in any other activity or enterprise  permitted to a
         bank holding company under said statutes or other applicable law.

B.       To buy, sell,  invest in, hold and deal in property of every nature and
         description,  real and personal,  tangible and intangible,  permissible
         for such a corporation.

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<PAGE>

C.       To carry  on any  business  or other  activity  which  may be  lawfully
         carried on by a corporation  organized  under the Business  Corporation
         Law of the  Commonwealth  of  Massachusetts,  whether or not related to
         those referred to in the foregoing paragraphs.

                                  ARTICLE III

         State the total  number of shares and par value,  if any, of each class
         of stock which the corporation is authorized to issue.

--------------------------------------------------------------------------------

    WITHOUT PAR VALUE                 WITH PAR VALUE
--------------------------------------------------------------------------------
TYPE     NUMBER OF SHARES        TYPE     NUMBER OF SHARES      PAR VALUE
--------------------------------------------------------------------------------
Common:          0                Common:  12,000,000      $1.00
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Preferred:       0                    Preferred:       0
--------------------------------------------------------------------------------

                                   ARTICLE IV

If  more  than  one  class  of  stock  is  authorized,  state  a  distinguishing
designation  for each class.  Prior to the issuance of any shares of a class, if
shares  of  another  class  are  outstanding,  the  corporation  must  provide a
description of the preferences,  voting powers,  qualifications,  and special or
relative  rights or  privileges  of that class and of each other  class of which
shares are outstanding and of each series then established within any class.

                                   ARTICLE V

The  restrictions,  if any,  imposed by the  Articles of  Organization  upon the
transfer of shares of stock of any class are:

None.

                                   ARTICLE VI

**Other  lawful  provisions,  if any,  for the  conduct  and  regulation  of the
business and affairs of the corporation,  for its voluntary dissolution,  or for
limiting,  defining,  or  regulating  the powers of the  corporation,  or of its
directors or stockholder, or of any class of stockholders.

Please see attached Addendum A.
                                       2
<PAGE>
                      ADDENDA TO THE AMENDED AND RESTATED
                          ARTICLES OF ORGANIZATION OF
                               CCBT BANCORP, INC.

                                   Addendum A


                                 ARTICLE VI (A)

                      LIMITATION OF LIABILITY OF DIRECTORS

         A. No Director of the  Corporation  shall be  personally  liable to the
Corporation  or its  stockholders  for monetary  damages for breach of fiduciary
duty as a Director notwithstanding any provision of law imposing such liability;
provided,  however, that this Article shall not eliminate or limit any liability
of a  Director  (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 intentional  misconduct or a knowing violation of law, (iii) under
Sections 61 or 62 of Chapter  156B of the General  Laws of the  Commonwealth  of
Massachusetts,  or (iv) with respect to any transaction  from which the Director
derived an improper personal benefit.

         B. No amendment or repeal of this Article  shall  adversely  affect the
rights and  protection  afforded  to a Director of this  Corporation  under this
Article for acts or omissions  occurring  prior to such amendment or repeal.  If
the  Massachusetts  Business  Corporation  Law is  hereafter  amended to further
eliminate or limit the personal liability of Directors or to authorize corporate
action to further  eliminate or limit such liability,  then the liability of the
Directors  of this  Corporation  shall be  eliminated  or limited to the fullest
extent permitted by the Massachusetts Business Corporation Law as so amended.

                                 ARTICLE VI (B)

                   STOCKHOLDER VOTE REQUIRED FOR AMENDMENT OF
                            ARTICLES OF ORGANIZATION

         These Articles may be amended at any annual meeting of stockholders, or
special meeting of stockholders called for such purpose, by the affirmative vote
of at least  two-thirds of the total votes eligible to be cast on such amendment
by  holders  of voting  stock,  voting  together  as a single  class;  provided,
however,  that if the Board of Directors  recommends that  stockholders  approve
such  amendment  at such  meeting of  stockholders,  such  amendment  shall only
require the  affirmative  vote of a majority  of the total votes  eligible to be
cast on such amendment by holders of voting stock,  voting  together as a single
class.

                                       3
<PAGE>
                                 ARTICLE VI (C)

               STOCKHOLDER VOTE REQUIRED FOR CERTAIN TRANSACTIONS

Whenever  any  vote  of the  stockholders  of the  Corporation  is  required  by
applicable  law  to  approve  any  (i)  sale,   lease  or  exchange  of  all  or
substantially  all  of  the  property  or  assets,  including  goodwill,  of the
Corporation or (ii) merger or  consolidation of the Corporation with or into any
another  corporation,  such approval  shall require the  affirmative  vote of at
least  two-thirds of the total votes eligible to be cast on such sale,  lease or
exchange,  or merger or  consolidation,  by  holders  of  voting  stock,  voting
together as a single class,  at any annual  meeting of  stockholders  or special
meeting of stockholders called for such purpose; provided,  however, that if the
Board of Directors  recommends  that  stockholders  approve such sale,  lease or
exchange,  or merger or  consolidation,  at such meeting of  stockholders,  such
approval  shall  require the  affirmative  vote of a majority of the total votes
eligible to be cast on such sale, lease or exchange, or merger or consolidation,
by holders of voting stock, voting together as a single class.

                                       4
<PAGE>
                                   Addendum B
                                   ----------

<TABLE>
<CAPTION>

                                                             Post Office
     Name                          Residence                  Address
     ----                          ---------                  -------

<S>                                <C>
President:  Stephen B. Lawson      218 Willow Street          Same
                                   West Barnstable, MA 02668

Treasurer:  Noal D. Reid           156 Blue Rock Road         Same
                                   South Yarmouth, MA 02664

Clerk:      John S. Burnett        14 Madison Avenue          Same
                                   Centerville, MA 02632
Directors:

Class I     Mr. William C. Snow    24 Gibson Road             P.O. Box 355
                                   Orleans, MA 02653          Orleans,  MA 02653


            Mr.George D. Denmark   29 Depot Road              P.O. Box 92
                                   Cataumet, MA 02534         Cataumet, MA 02534


Class II    Mr. Stephen B. Lawson  218 Willow Street          Same
                                   West Barnstable,
                                   MA 02668


            Mr. Palmer Davenport   177 Uncle Barney's Road    P.O. Box 218
                                   West Dennis, MA 02670      West Dennis, MA 02670


Class III   Mr. John F. Aylmer     119 Tern Lane              Same
                                   Centerville, MA 02632

            Mr. John Otis Drew     39 Sea Marsh Road          Same
                                   Centerville, MA 02632
</TABLE>

                                      5
<PAGE>
                                 ARTICLE VII
                                   -----------

THE  INFORMATION  CONTAINED  IN  ARTICLE  VIII  IS NOT A  PERMANENT  PART OF THE
ARTICLES OF ORGANIZATION.

a.       The  street  address  (post  office  boxes are not  acceptable)  of the
         principal office of the corporation in Massachusetts is:

         307 Main Street, Hyannis, Massachusetts 02601

b.       The name,  residential address and post office address of each director
         and officer of the corporation is as follows:

                                                                    POST OFFICE
                 NAME                RESIDENTIAL ADDRESS              ADDRESS

President:   Stephen B. Lawson       218 Willow Street
                                     West Barnstable, MA 02630          Same

Treasurer:   Noal D. Reid            156 Blue Rock Road
                                     South Yarmouth, MA 02664           Same

Clerk:       John S. Burnett         14 Madison Avenue
                                     Centerville, MA 02632              Same

Directors:   SEE ADDENDUM B

c.       The fiscal year (i.e.,  tax year) of the  corporation  shall end on the
         last day of the month of: December

d.       The name and  business  address of the resident  agent,  if any, of the
         corporation is: John S. Burnett, Clerk

         307 Main Street, Hyannis, Massachusetts 02601

**We further certify that the foregoing Restated Articles of Organization affect
no amendments to the Articles of  Organization  of the corporation as heretofore
amended,   except  amendments  to  the  following  articles.   Briefly  describe
amendments below:

Article  VI  changed.  There is now an  attached  Addendum  A which  contains  3
additional  provisions  dealing  with  limitation  of  liability  of  directors,
stockholder  vote  required for amendment of the Articles of  Organization,  and
stockholder vote required for certain transactions.

SIGNED UNDER THE PENALTIES OF PERJURY, this 20 day of August, 1999.

/s/ Stephen B. Lawson
--------------------------------
    Stephen B. Lawson, President

/s/ John S. Burnett
--------------------------------
    John S. Burnett, Clerk
                                       6
<PAGE>
IDENTIFICATION NO. 04-3437708


(illegible)
-------------------
Examiner                   THE COMMONWEALTH OF MASSACHUSETTS

                           WILLIAM FRANCIS GALVIN
                           Secretary of the Commonwealth
                           One Ashburton Place, Boston,
                           Massachusetts 02108-1512
(illegible)
--------------
Name                       ARTICLES OF AMENDMENT
Approved                   (GENERAL LAWS, CHAPTER 156B, Section 72)


         We, Stephen B. Lawson,  President,  and John S. Burnett, Clerk, of CCBT
Bancorp, Inc., located at 307 Main Street,  Hyannis, MA 02601, do hereby certify
that these Articles of Amendment affecting articles numbered: Article I

of the Articles of Organization  were duly adopted at a meeting held on July 15,
1999, by vote of:

6,348,130.589  shares of Common Stock of 8,957,564 shares outstanding,  being at
least a majority of each type, class or series  outstanding and entitled to vote
thereon: To amend the Restated Articles of Organization as follows:

                                    Article I

         The name of the corporation is: CCBT Financial Companies, Inc.



The  foregoing  amendment(s)  will  become  effective  when  these  Articles  of
Amendment are filed in accordance  with General  Laws,  Chapter 156B,  Section 6
unless  these  articles  specify,  in  accordance  with  the vote  adopting  the
amendment,  a later  effective date not more than thirty days after such filing,
in which event the amendment will become effective on such later date.

Later effective date: _____________________

SIGNED UNDER THE PENALTIES OF PERJURY, this 21 day of September, 1999.

/s/ Stephen B. Lawson
--------------------------------
    Stephen B. Lawson, President


/s/ John S. Burnett
--------------------------
    John S. Burnett, Clerk
                                       8