Exhibit 3.1

                            ARTICLES OF INCORPORATION

                                       OF

                         VIRGINIA COMMERCE BANCORP, INC.

         1.  NAME.  The name of the corporation is:

                         VIRGINIA COMMERCE BANCORP, INC.

         2. PURPOSE. The purpose for which the Corporation is formed is to serve
as a holding company for banking institutions and to engage in any or all lawful
business,  including without limitation insurance agency and related businesses,
not  required  to  be  stated  in  the  Articles  of  Incorporation   for  which
corporations  may be  incorporated  under the Virginia Stock  Corporation Act as
amended from time to time.

         3.  AUTHORIZED  STOCK.  The  Corporation  shall have authority to issue
5,000,000 shares of Common Stock, par value $1.00 per share and 1,000,000 shares
of  preferred  stock,  par value $1.00 per share.  The Board of Directors of the
Corporation  is authorized  to divide the shares of preferred  stock into one or
more series,  and to fix and determine the variations in the relative rights and
preferences  as  between  series.  Each  series  shall  be  designated  so as to
distinguish the shares thereof from the shares of all other series.

         4. PREEMPTIVE  RIGHTS.  Stockholders of the Corporation  shall not have
the  preemptive  right to acquire  unissued  shares of any class of stock of the
Corporation.

         5. CUMULATIVE  VOTING.  Stockholders of the Corporation  shall not have
cumulative voting rights.

         6.  LIMIT ON LIABILITY AND INDEMNIFICATION.

Section 1. To the full extent that the  Virginia  Stock  Corporation  Act, as it
exists on the date hereof or may hereafter be amended, permits the limitation or
elimination of the liability of directors or officers,  a director or officer of
the Corporation  shall not be liable to the Corporation or its  stockholders for
monetary damages.

Section 2. To the full  extent  permitted  and in the manner  prescribed  by the
Virginia Stock  Corporation  Act and any other  applicable  law, the Corporation
shall  indemnify a director or officer of the  Corporation who is or was a party
to any  proceeding  by reason of the fact that he is or was such a  director  or
officer or is or was  serving at the request of the  Corporation  as a director,
officer, employee or agent of another corporation,  partnership,  joint venture,
trust,  employee  benefit  plan or other  enterprise.  The Board of Directors is
hereby empowered,  by majority vote of a quorum of disinterested  directors,  to
contract in advance to indemnify any director or officer.

Section 3. The Board of Directors  is hereby  empowered,  by majority  vote of a
quorum of  disinterested  directors,  to cause the  Corporation  to indemnify or
contract in advance to indemnify any director,  and to cause the  Corporation to
indemnify  or  contract  in advance to  indemnify  any person not  specified  in
Section 2 of this Article who was or is a party to any proceeding,  by reason of
the fact that he is or was an employee or agent of the Corporation, or is or was
serving at the request of the  Corporation  as  director,  officer,  employee or
agent of  another  corporation,  partnership,  joint  venture,  trust,  employee
benefit  plan or other  enterprise,  to the same  extent as if such  person were
specified as one to whom indemnification is granted in Section 2.

Section  4.  Notwithstanding  any  other  provisions  in  this  Article  6,  the
Corporation  shall indemnify a director who entirely  prevails in the defense of
any  proceeding  to which he was a party  because he is or was a director of the
Corporation  against reasonable  expenses incurred by him in connection with the
proceeding.

Section 5. The Corporation  may purchase and maintain  insurance to indemnify it
against the whole or any portion of

<PAGE>

the liability assumed by it in accordance with this Article and may also procure
insurance, in such amounts as the Board of Directors may determine, on behalf of
any  person  who  is or  was a  director,  officer,  employee  or  agent  of the
Corporation,  or is or was  serving  at the  request  of  the  Corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture, trust, employee benefit plan or other enterprise, against any liability
asserted  against or incurred by any such person in any such capacity or arising
from his  status as such,  whether  or not the  Corporation  would have power to
indemnify him against such liability under the provisions of this Article.

Section 6. In the event there has been a change in the composition of a majority
of the Board of  Directors  after the date of the alleged  act or omission  with
respect  to  which   indemnification   is  claimed,   any  determination  as  to
indemnification  and  advancement  of  expenses  with  respect  to any claim for
indemnification  made  pursuant to Section 2 of this  Article 6 shall be made by
special  legal  counsel  agreed upon by the Board of Directors  and the proposed
indemnitee.  If the Board of Directors and the proposed indemnitee are unable to
agree upon such special legal  counsel,  the Board of Directors and the proposed
indemnitee  each shall  select a nominee,  and the  nominees  shall  select such
special legal counsel.

Section 7. The  provisions of this Article 6 shall be applicable to all actions,
claims,  suits or  proceedings  commenced  after the  adoption  hereof,  whether
arising from any action  taken or failure to act before or after such  adoption.
No amendment,  modification  or repeal of this Article shall diminish the rights
provided  hereby or diminish  the right to  indemnification  with respect to any
claim,  issue or matter in any then  pending or  subsequent  proceeding  that is
based in any material  respect on any alleged  action or failure to act prior to
such amendment, modification or repeal.

Section 8. Reference  herein to directors,  officers,  employees or agents shall
include former  directors,  officers,  employees and agents and their respective
heirs, executors and administrators.

         7. REGISTERED  OFFICE AND AGENT. The Corporation's  initial  registered
office  shall be  located  at 5350  Lee  Highway  in  Arlington,  Virginia.  The
Corporation's initial registered agent shall be Peter A. Converse, a resident of
Virginia and a director of the Corporation.

         8.  DIRECTORS.  The number of Directors  shall be as stated or fixed in
accordance with the Corporation's By-Laws. The initial number of Directors shall
be eight (8).

         The names and addresses of the initial directors are as follows:

                       Name                            Address
                       ----                            -------

                  Leonard A. Adler                 12209 Thoroughbred Road
                                                   Herndon, VA 22071

                  Peter A. Converse                3435 Woodburn Road
                                                   Annandale, VA  22003

                  Frank L. Cowles, Jr.             Greenfields Farm
                                                   Scottsville, VA  24590

                  W. Douglas Fisher                6721 Michaels Drive
                                                   Bethesda, MD  20817

                  David M. Guernsey                12414 Clifton Hunt Road
                                                   Clifton, VA  20817

                  Robert H. L'Hommedieu            8564 Lee Highway
                                                   Warrenton, VA  22021

                  Norris E. Mitchell               8560 Georgetown Pike
                                                   McLean, VA  22102

                  Arthur L. Walters                4935 North 30th Street
                                                   Arlington, VA  22207

         9. VOTE  REQUIRED FOR CERTAIN  TRANSACTIONS.  The  affirmative  vote of
holders of a majority (50.1%) of the shares of the  Corporation's  capital stock
issued,  outstanding,  and entitled to vote, shall be required to approve any of
the following:

         (a) any merger or  consolidation  of the  Corporation  with or into any
other corporation; or

         (b) any exchange in which a corporation, person, or entity acquires the
issued or outstanding  shares of capital stock of the Corporation  pursuant to a
vote of shareholders; or

         (c) any  issuance  of shares of the  Corporation  that  results  in the
acquisition of control of the Corporation by any corporation,  person, or entity
or group of one or more thereof that previously did not control the Corporation;
or

         (d) any sale, lease, exchange,  mortgage,  pledge, or other transfer in
one transaction or a series of transactions of all or  substantially  all of the
assets of the Corporation to any other corporation, person, or entity; or

         (e) the adoption of a plan for the  liquidation  or  dissolution of the
Corporation prepared by any other corporation, person, or entity; or

         (f) any proposal in the nature of a reclassification  or reorganization
that would increase the  proportionate  voting rights of any other  corporation,
person, or entity;

         (g) any transaction similar to, or having similar effect as, any of the
foregoing transactions; or

         (h) any amendment to the Articles of Incorporation.

         10.  FACTORS TO BE  CONSIDERED  IN CERTAIN  TRANSACTIONS.  The Board of
Directors of the Corporation,  when evaluating any offer of another party to (a)
make a tender or exchange offer for any equity security of the Corporation,  (b)
merge or consolidate the Corporation with another  corporation,  (c) purchase or
otherwise  acquire all or substantially  all of the properties and assets of the
Corporation,  or (d) engage in any  transaction  similar  to, or having  similar
effects as, any of the foregoing  transactions,  shall,  in connection  with the
exercise of its  judgment in  determining  what is in the best  interests of the
Corporation  and  its  shareholders,  give  due  consideration  to all  relevant
factors,  including,  without limitation, the social and economic effects of the
proposed  transaction  on  the  depositors,   employees,  customers,  and  other
constituents of the Corporation and its  subsidiaries  and of the communities in
which the Corporation and its subsidiaries  operate or are located, the business
reputation  of the other party,  and the Board of  Directors'  evaluation of the
then  value of the  Corporation  in a freely  negotiated  sale and of the future
prospects of the Corporation as an independent entity.




Dated: October 29, 1999              ----------------------------
                                              David Baris
                                              Incorporator