Exhibit 3(a)


                            ARTICLES OF INCORPORATION
                                       OF
                          CAROLINA BANK HOLDINGS, INC.


The undersigned hereby makes and acknowledges these Articles of Incorporation
for the purpose of forming a business corporation under and by virtue of the
laws of the State of North Carolina as contained in Chapter 55 of the General
Statutes of North Carolina, entitled "North Carolina Business Corporation Act,"
and the several amendments thereto, and to that end hereby sets forth the
following:

                                    ARTICLE I

The name of the corporation is Carolina Bank Holdings, Inc. (herein referred to
as the "Corporation").

                                   ARTICLE II

The Corporation shall have authority to issue a total of 20,000,000 shares of
capital stock, all of which shall consist of Common Stock, $1.00 par value per
share, each with one vote per share.

                                   ARTICLE III

The street address of the initial registered office of the Corporation is 2604
Lawndale Avenue, Guilford County, Greensboro, North Carolina 27408; the mailing
address of the initial registered office of the Corporation is Post Office Box
10209, Guilford County, Greensboro, North Carolina 27404-0209; and, the name of
the initial registered agent at such address is Robert T. Braswell.

                                   ARTICLE IV

The name of the incorporator is Anthony Gaeta Jr., and the address of the
incorporator is 808 Salem Woods Drive, Suite 201, Wake County, Raleigh, North
Carolina 27615.

                                    ARTICLE V

To the fullest extent permitted by the North Carolina Business Corporation Act
as it exists or may hereafter be amended, no person who is serving or who has
served as a director of the Corporation shall be personally liable to the
Corporation or any of its shareholders or otherwise for monetary damages for
breach of any duty as a director. No amendment or repeal of this article, nor
the adoption of any provision to these Articles of Incorporation inconsistent
with this article, shall eliminate or reduce the protection granted herein with
respect to any matter that occurred prior to such amendment, repeal, or
adoption.

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                                   ARTICLE VI

In connection with the exercise of its or their judgment in determining what is
in the best interests of the Corporation and its shareholders, the Board of
Directors of the Corporation, any committee of the Board of Directors, or any
individual directors may, but shall not be required to, in addition to
considering the long-term and short-term interests of the shareholders, consider
any of the following factors and any other factors which it or they deem
relevant: (a) the social and economic effects of the matter to be considered on
the Corporation and its subsidiaries, its and their employees, depositors,
customers, and creditors, and the communities in which the Corporation and its
subsidiaries operate or are located; and (b) when evaluating a business
combination or a proposal by another Person or Persons to make a business
combination or a tender or exchange offer or any other proposal relating to a
potential change of control of the Corporation (i) the business and financial
condition and earnings prospects of the acquiring Person or Persons, including,
but not limited to, debt service and other existing financial obligations,
financial obligations to be incurred in connection with the acquisition, and
other likely financial obligations of the acquiring Person or Persons, and the
possible effect of such conditions upon the Corporation and its subsidiaries and
the communities in which the Corporation and its subsidiaries operate or are
located, (ii) the competence, experience, and integrity of the acquiring Person
or Persons and its or their management, and (iii) the prospects for successful
conclusion of the business combination, offer or proposal. The provisions of
this Article VI shall be deemed solely to grant discretionary authority to the
directors and shall not be deemed to provide to any constituency the right that
any factors, including but not limited to those detailed herein, be considered.
As used in this Article VI, the term "Person" means any individual, partnership,
firm, corporation, association, trust, unincorporated organization or other
entity; and, when two or more Persons act as a partnership, limited partnership,
syndicate, or other group acting in concert for the purpose of acquiring,
holding, voting or disposing of securities of the Corporation, such partnership,
limited partnership, syndicate or group shall also be deemed "Person" for
purposes of this Article VI.

                                   ARTICLE VII

Any agreement, plan or arrangement providing for the merger, consolidation or
exchange of shares of the Corporation with any other corporation, foreign or
domestic, or the sale, lease or exchange of all or substantially all of the
assets of the Corporation which require prior shareholder approval under North
Carolina law shall only be effected after the prior approval of the holders of
at least two-thirds (2/3) of the outstanding shares of all classes of capital
stock of the Corporation, voting together as a single class, unless class voting
rights are specifically permitted for any class of capital stock of the
Corporation. Notwithstanding the foregoing, the requirement of approval of at
least two-thirds (2/3) of the outstanding shares as set forth above shall not be
applicable and only such affirmative vote as is required by North Carolina law
shall be required, if any such transaction shall have been approved by a
majority of the members of the Board of Directors unaffiliated with any other
party to the proposed transaction.

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                                  ARTICLE VIII

Any person as a director of this Corporation may only be removed for "cause" by
the shareholders represented by a majority of all shares entitled to vote at an
annual or special meeting of this Corporation. The term "cause" for the purposes
of this paragraph shall mean (i) the criminal prosecution and conviction during
the course of the director's service as a director of this Corporation of an act
of fraud, embezzlement, theft or personal dishonesty (excepting minor traffic
and similar violations in the nature of a misdemeanor under North Carolina law),
(ii) the prosecution and conviction of any criminal offense involving dishonesty
or breach of trust, or (iii) the occurrence of any event resulting in a director
being excluded from coverage, or having coverage limited as to the director when
compared to other covered directors, under any of the Corporation's fidelity
bonds or insurance policies covering its directors, officers or employees.

This 9th day of August, 2000.

                                              --------------------------------
                                              Anthony Gaeta, Jr., Incorporator

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