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                                   EXHIBIT 3.1
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                      RESTATED ARTICLES OF INCORPORATION OF
                             INTERWEST BANCORP, INC.


         Pursuant to the provisions of Title 23B of the Revised Code of
Washington, the Washington Business Corporations Act ("WBCA"), the following
shall constitute the Restated Articles of Incorporation of InterWest Bancorp,
Inc., a Washington Corporation.

ARTICLE I.                 Name. The name of the corporation is InterWest
                           Bancorp, Inc. (the "corporation").

ARTICLE II.                Duration. The duration of the corporation is
                           perpetual.

ARTICLE III.               Purpose and Powers. The nature of the business and
                           the objects and purposes to be transacted, promoted,
                           or carried on by the corporation are to engage in the
                           activities of a bank holding company and in any other
                           lawful act or business for which corporations may be
                           organized under the WBCA as now in existence or as
                           such laws may hereafter be amended.

ARTICLE IV.                Capital Stock. The total number of shares of all
                           classes of capital stock which the corporation has
                           authority to issue is 30,000,000 shares of common
                           stock of no par value. The consideration for the
                           issuance of any such shares shall be paid in full
                           before their issuance, which consideration shall be
                           determined by the Board of Directors, subject only to
                           any limitations imposed by law at the time of such
                           issuance. Upon payment of such consideration in
                           exchange for which the Board of Directors has
                           authorized the issuance of any such shares, the
                           shares issued shall be fully paid and nonassessable.
                           Upon authorization by the Board of Directors, the
                           corporation may issue its own shares in exchange for
                           or in conversion of its outstanding shares or
                           distribute its own shares, pro rata to its
                           shareholders or the shareholders of one or more
                           classes or series, to effectuate stock dividends or
                           splits, and any such transaction shall not require
                           consideration.

                           The holders of the 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, and there shall be no
                           right to cumulate votes for the election of directors
                           or for any other purpose. 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.

ARTICLE V.                 Preemptive Rights. Holders of the capital stock of
                           the corporation shall not be entitled to preemptive
                           rights with respect to any shares of the corporation
                           which may be issued.

ARTICLE VI.                Directors.

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                  A.       NUMBER. The corporation shall be under the direction
                           of a Board of Directors. The number of directors
                           shall be as stated in the corporation's bylaws, but
                           in no event shall be fewer than five, nor more than
                           15.

                  B.       CLASSIFIED BOARD. After the initial one-year term, an
                           election will be held and one-third of the directors
                           will be elected for one-year terms, one-third of the
                           directors will be elected for two-year terms, and the
                           remaining directors will be elected for three-year
                           terms. At each annual shareholders meeting held
                           thereafter, directors shall be chosen for a term of
                           three years to succeed those whose terms expire.

ARTICLE VII.               Initial Directors. The names and addresses of the
                           persons who shall serve as the Board of Directors of
                           the corporation until the first annual meeting of
                           stockholders, at which time they may stand for
                           reelection, are as follows:


<TABLE>
<CAPTION>

NAME                                        ADDRESS
----                                        -------
<S>                                         <C>
Barney R. Beeksma                           930 West Waterloo Road, Oak Harbor, WA 98277
C. Stephen Lewis                            28843 7th South, Federal Way, WA 98003
Russel E. Olsen                             9721 112th N.E., Kirkland, WA 98033
Vern Sims                                   2133 A Bassett Road, Sodro Wolley, WA 98284
Jean Gorton                                 213 Sea Pines Lane, Bellingham, WA 98226
Henry Koetje                                2123 200th Avenue, S.W., # 300, Oak Harbor, WA 98277
Stephen M. Walden                           1234 N. Lombardy Lane, Oak Harbor, WA 98277
Clark H. Mock                               7010 80th Avenue, S.E., Mercer Island, WA 98040
Michael T. Crawford                         1868 Rocky Ridge Lane, Sedro Wolley, WA 98284

</TABLE>

ARTICLE VIII.              Removal of Directors. Notwithstanding any other
                           provisions of these articles of incorporation or the
                           corporation's bylaws (and notwithstanding the fact
                           that some lesser percentage may be specified by law,
                           these articles of incorporation or the corporation's
                           bylaws), any director or the entire Board of
                           Directors may be removed only for cause and only by a
                           majority of the directors of the corporation or by
                           the affirmative vote of the holders of a majority of
                           the total votes eligible to be cast at a legal
                           meeting called expressly for such purpose. For
                           purposes of this Article VIII, "cause" shall mean
                           fraudulent or dishonest acts, a gross abuse of
                           authority in discharge of duties to the corporation
                           or acts that are detrimental or hostile to the
                           interest of the corporation.

ARTICLE IX.                Registered Office and Agent. The registered office of
                           the corporation shall be located at 1259 West Pioneer
                           Way, Oak Harbor, Washington 98277. The initial
                           registered agent of the corporation at such address
                           shall be Margaret Mordhorst.


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ARTICLE X.                 Approval of Certain Business Combinations. The
                           stockholder vote required to approve Business
                           Combinations (as hereinafter defined) shall be as set
                           forth in this section.

                  A.       (1)      Except as otherwise expressly provided
                                    in this Article, the affirmative vote of the
                                    holders of (i) at least 80% of the
                                    outstanding shares entitled to vote thereon
                                    (and, if any class of series or shares is
                                    entitled to vote thereon separately, the
                                    affirmative vote of the holders of at least
                                    80% of the outstanding shares of each such
                                    class or series), and (ii) at least a
                                    majority of the outstanding shares entitled
                                    to vote thereon, not including shares deemed
                                    beneficially owned by a Related Person (as
                                    hereinafter defined), shall be required in
                                    order to authorize any of the following:

                           (a)      any merger or consolidation of the
                           corporation with or into a Related Person (as
                           hereinafter defined);

                           (b)      any sale, lease, exchange, transfer, or
                           other disposition, including without limitation, a
                           mortgage, or any other security device, of all or any
                           Substantial Part (as hereinafter defined) of the
                           assets of the corporation (including, without
                           limitation, any voting securities of a subsidiary) or
                           of a subsidiary, to a Related Person;

                           (c)      any merger or consolidation of a Related
                           Person with or into the corporation or a subsidiary
                           of the corporation;

                           (d)      any sale, lease, exchange, transfer or other
                           disposition of all or any Substantial Part of the
                           assets of a Related Person to the corporation or a
                           subsidiary of the corporation;

                           (e)      the issuance of any securities of the
                           corporation or a subsidiary of the corporation to a
                           Related Person;

                           (f)      the acquisition by the corporation or a
                           subsidiary of the corporation of any securities of a
                           Related Person;

                           (g)      any reclassification of the common stock of
                           the corporation, or any recapitalization involving
                           the common stock of the corporation;

                           (h)      any liquidation or dissolution of the
                           corporation; and

                           (i)      any agreement, contract, or other
                           arrangement providing for any of the transactions
                           described in this Article.

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                           (2)      Such affirmative vote shall be required
                                    notwithstanding any other provision of these
                                    Articles of Incorporation, any provision of
                                    law, or any agreement with any regulatory
                                    agency or national securities exchange which
                                    might otherwise permit a lesser vote or not
                                    vote.

                           (3)      The term "Business Combination" as used in
                                    this Article shall mean any transaction
                                    which is referred to in any one or more of
                                    subparagraphs (a) through (i) above.

                  B.       The provisions of Part A of this Article shall not be
                           applicable to any particular Business Combination,
                           and such Business Combination shall require only such
                           affirmative vote as is required by any other
                           provision of this certificate any provision of law,
                           or any agreement with any regulatory agency or
                           national securities exchange, if the Business
                           Combination shall have been approved by two thirds of
                           the Continuing Directors (as hereinafter defined);
                           provided, however, that such approval shall only be
                           effective if obtained at a meeting at which a
                           Continuing Director Quorum (as hereinafter defined)
                           is present.

                  C.       For the purposes of this section, the following
                           definitions apply:

                           (1)      The term "Related Person" shall mean and
                                    include (a) any individual corporation,
                                    partnership, or other person or entity which
                                    together with its "affiliates" (as that term
                                    is defined in Rule 12b-2 of the General
                                    Rules and Regulations under the Securities
                                    Exchange Act of 1934), "beneficially owns"
                                    (as that term is defined in Rule 13d-3 of
                                    the General Rules and Regulations under the
                                    Securities Act of 1934) in the aggregate 10%
                                    or more of the outstanding shares of the
                                    common stock of the corporation (excluding
                                    tax-qualified benefit plans of the
                                    corporation); and (b) any "affiliate" (as
                                    that term is defined in Rule 12b-2 under the
                                    Securities Exchange Act of 1934) of any such
                                    individual, corporation, partnership, or
                                    other person or entity. Without limitation,
                                    any shares of common stock of the
                                    corporation which any Related Person has the
                                    right to acquire pursuant to any agreement,
                                    or upon exercise or conversion rights,
                                    warrants or options, or otherwise, shall be
                                    deemed "beneficially owned" by such Related
                                    Person.

                           (2)      The term "Substantial Part" shall mean more
                                    than 25% of the total assets of the
                                    corporation, as of the end of its most
                                    recent fiscal year ending prior to the time
                                    the determination is made.

                           (3)      The term "Continuing Director" shall mean
                                    any member of the Board of Directors of the
                                    corporation who is unaffiliated with the
                                    Related Person and was a member of the Board
                                    prior to the time

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                                    that the Related Person became a Related
                                    Person, and any successor of a Continuing
                                    Director who is unaffiliated with the
                                    Related Person and is recommended
                                    to succeed a Continuing Director by a
                                    majority of Continuing Directors then on the
                                    Board.

                           (4)      The term "Continuing Director Quorum" shall
                                    mean seventy-five percent (75%) of the
                                    Continuing Directors capable of exercising
                                    the powers conferred on them.

                  D.       Nothing contained in this Article X shall be
                           construed to relieve a Principal Shareholder from any
                           fiduciary obligation imposed by law. In addition,
                           nothing contained in the Article X shall prevent any
                           shareholders of the corporation from objecting to any
                           Business Combination and from demanding any appraisal
                           rights which may be available to such shareholder.

                  E.       No amendment, alteration, change, or repeal of any
                           provision of the Article X may be effected unless it
                           is approved at a meeting of the corporation's
                           shareholders called for that purpose. Notwithstanding
                           any other provision of this charter, the affirmative
                           vote of the holders of not less than eighty percent
                           (80%) of the outstanding shares of Voting Stock shall
                           be required to amend, alter, change, or repeal,
                           directly or indirectly, any provision of this Article
                           X, provided, however, that the preceding provisions
                           of the Part E shall not be applicable to any
                           amendment to this Article X if such amendment
                           receives this affirmative vote required by law and
                           any other provisions of this charter and if such
                           amendment has been approved by a majority of the
                           continuing directors.

ARTICLE XI.                Evaluation and Business Combinations. In connection
                           with the exercise of its judgment in determining what
                           is in the best interests of the corporation and of
                           the shareholders, when evaluating a Business
                           Combination (as defined in Article X) or a tender or
                           exchange offer, the Board of Directors of the
                           corporation shall, in addition to considering the
                           adequacy of the amount to be paid in connection with
                           any such transaction, consider all of the following
                           factors and any other factors which it deems
                           relevant; (i) the social and economic effects of the
                           transaction on the corporation and its subsidiaries,
                           employees, depositors, loan and other customers,
                           creditors and other elements of the communities in
                           which the corporation and its subsidiaries operate or
                           are located; (ii) the business and financial
                           condition and earnings prospects of the acquiring
                           person or entity, 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 entity and the
                           possible effect of such conditions upon the
                           corporation and its subsidiaries and the other
                           elements of the communities in which the corporation
                           and its subsidiaries operate or are

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                           located; and (iii) the competence, experience, and
                           integrity of the acquiring person or entity and its
                           or their management.

ARTICLE XII.               Limitation of Directors' Liability. To the fullest
                           extent permitted by Washington law, as it now exists
                           or may hereafter be amended, a director of this
                           corporation shall not be personally liable to the
                           corporation or its stockholders for monetary damages
                           for conduct as a director, except for liability of
                           the director for acts or omissions that involve: (I)
                           intentional misconduct by the director; (ii) a
                           knowing violation of law by the director; (iii)
                           conduct violating Section 23B.08.310 of the Revised
                           Code of Washington; or (iv) any transaction from
                           which the director will personally receive a benefit
                           in money, property, or services to which the director
                           is not legally entitled. If the WBCA is amended in
                           the future to authorize corporation action further
                           eliminating or limiting the personal liability of
                           directors, then the liability of a director of the
                           corporation shall be eliminated or limited to the
                           full extent permitted by the WBCA, as so amended,
                           without any requirement or further action by
                           stockholders. An amendment or repeal of this Article
                           shall not adversely affect any right or protection of
                           a director of the corporation existing at the time of
                           such amendment or repeal.

ARTICLE XIII.              Indemnification. The corporation shall indemnify and
                           advance expenses to its directors, officers, agents,
                           and employees as follows:

                  A.       DIRECTORS AND OFFICERS. In all circumstances and to
                           the full extent permitted by the Washington Business
                           Corporation Act now or hereafter in force, the
                           corporation shall indemnify any person who is or was
                           a director, officer, or agent of the corporation and
                           who was or is a party or is threatened to be made a
                           party to any threatened, pending, or completed
                           action, suit, or proceeding, whether civil, criminal,
                           administrative, or investigative and whether formal
                           or informal (including an action by or in the right
                           of the corporation), by reason of the fact that he is
                           or was an agent of the corporation, against expenses,
                           judgments, fines, and amounts paid in settlement and
                           incurred by him in connection with such action, suit,
                           or proceeding. However, such indemnity shall not
                           apply on account of: (a) acts or omissions of the
                           director and officer finally adjudged to be in
                           violation of law, (b) conduct of the director and
                           officer finally adjudged to be in violation of RCW
                           23B.08.310, or (c) any transaction with respect to
                           which it was finally adjudged that such director and
                           officer personally received a benefit in money,
                           property, or services to which the director was not
                           legally entitled. The corporation shall advance
                           expenses incurred in a proceeding for such persons
                           pursuant to the terms set forth in a separate
                           directors' resolution or contract.

                  B.       IMPLEMENTATION. The Board of Directors may take such
                           action as is necessary to carry out these
                           indemnification and expense advancement

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                           provisions. It is expressly empowered to adopt,
                           approve, and amend from time to time such bylaws,
                           resolutions, contracts, or further indemnification
                           and expense advancement arrangements as may be
                           permitted by law, implementing these provisions.
                           Such bylaws, resolutions, contracts, or further
                           arrangements shall include, but not be limited to,
                           implementing the manner in which determinations as to
                           any indemnity or advancement of expenses shall be
                           made.

                  C.       SURVIVAL OF INDEMNIFICATION RIGHTS. No amendment or
                           repeal of this Article shall apply to or have any
                           effect on any right to indemnification provided
                           hereunder with respect to acts or omissions occurring
                           prior to such amendment or repeal.

                  D.       SERVICE FOR OTHER ENTITIES. The indemnification and
                           advancement of expenses provided under this Article
                           shall apply to directors, officers, employees, or
                           agents of the corporation for both (a) service in
                           such capacities for the corporation, and (b) service
                           at the corporation's request as a director, officer,
                           partner, trustee, employee, or agent of another
                           foreign or domestic corporation, partnership, joint
                           venture, trust, employee benefit plan, or other
                           enterprise. A person considered to be serving an
                           employee benefit plan at the corporation's request if
                           such person's duties to the corporation also impose
                           duties on, or otherwise involve services by, the
                           director to plan or to participants in or
                           beneficiaries of the plan.

                  E.       INSURANCE. The corporation may purchase and maintain
                           insurance 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, trustee, officer,
                           employee, or agent of another corporation,
                           partnership, joint venture, trust or other enterprise
                           against liability asserted against him and incurred
                           by him in such capacity or arising out of his status
                           as such, whether or not the corporation would have
                           had the power to indemnify him against such liability
                           under the provisions of this bylaw and Washington
                           law.

                  F.       OTHER RIGHTS. The indemnification provided by this
                           section shall not be deemed exclusive of any other
                           right to which those indemnified may be entitled
                           under any other bylaw, agreement, vote of
                           stockholders, or disinterested directors, or
                           otherwise, both as to action in his official capacity
                           and as to action in another capacity while holding
                           such an office, and shall continue as to a person who
                           has cease to be a director, trustee, officer,
                           employee, or agent and shall inure to the benefit of
                           the heirs, executors, and administrators of such
                           person.

ARTICLE XIV.               Special Meeting of Shareholders. Special meetings of
                           the shareholders for any purpose or purposes may be
                           called by the president, by the Board of

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                           Directors, or by the written request of holders of
                           not less than a majority of all the shares of the
                           corporation entitled to vote at the meeting.

ARTICLE XV.                Repurchase of Shares. The corporation may from time
                           to time, pursuant to authorization by the Board of
                           Directors of the corporation and without action by
                           the shareholders, purchase or otherwise acquire
                           shares of any class, bonds, debentures, note, scrip,
                           warrants, obligations, evidences of indebtedness, or
                           other securities of the corporation in such manner,
                           upon such terms, and in such amounts as the Board of
                           Directors shall determine; subject, however, to such
                           limitations or restrictions, if any, as are contained
                           in the express terms of any class of shares of the
                           corporation outstanding at the time of purchase or
                           acquisition in question or as are imposed by law.

ARTICLE XVI.               Amendment of Articles of Incorporation. The
                           corporation reserves the right to repeal, alter,
                           amend, or rescind any provision contained in the
                           Articles of Incorporation in the manner now or
                           hereafter prescribed by law, and all rights conferred
                           on stockholders herein are granted subject to this
                           reservation. Notwithstanding the foregoing, the
                           provisions set forth in Articles II, III, and IV
                           (other than a change to the number of authorized
                           shares in connection with a split of, or stock
                           dividend in, the corporation's own shares, provided
                           the corporation has only one class of shares
                           outstanding or a change in the par value of such
                           shares), V, VI, VIII, X, XI, XII, XIII, XIV, XV, and
                           this Article XVI of the Articles of Incorporation may
                           not be repealed, altered, amended, or rescinded in
                           any respect unless the same is approved by the
                           affirmative vote of the holders of not less than a
                           majority of the votes entitled to be cast by each
                           separate voting group entitled to vote thereon, cast
                           at a meeting of stockholders called for that purpose
                           (provided that notice of such proposed adoption,
                           repeal, alteration, amendment, or rescission is
                           included in the notice of such meeting).

ARTICLE XVII.              Incorporator. The name and mailing address of the
                           incorporator is as follows:

                           Stephen M. Walden, 1259 West Pioneer Way, Oak Harbor,
                           WA 98277

         These Restated Articles of Incorporation of InterWest Bancorp, Inc. do
not include any new amendments to the Articles of Incorporation of InterWest
Bancorp, Inc. as amended. These Restated Articles of Incorporation of InterWest
Bancorp, Inc. supersede the original Articles of Incorporation of InterWest
Bancorp, Inc. and all amendments thereto.

Executed this 11th day of December, 2000.

                                                    INTERWEST BANCORP, INC.


                                                    /s/
                                                    ---------------------------
                                                    Stephen M. Walden, President


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STATE OF WASHINGTON        )
                           ) ss.:
County of Island           )

         I certify that I know or have satisfactory evidence that Stephen M.
Walden is the person who appeared before me, and said person acknowledged that
he signed this instrument, on oath stated that he was authorized to execute this
instrument and acknowledged it as the President of InterWest Bancorp, Inc. to be
the free and voluntary act of such party for the uses and purposes mentioned in
the instrument.

         DATED this 11th day of December, 2000.


                                   /s/
                                   -------------------------------------
                                   (Signature)

                                   Kenton Lee Dale
                                   -------------------------------------
                                   (Print)
                                   NOTARY PUBLIC
                                   My Appointment Expires: 2/5/2000


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