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                                   Exhibit 3.1

                      Restated Articles of Incorporation of
                             Interwest Bancorp, Inc.

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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 busyness 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.



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ARTICLE VI.       DIRECTORS.

                  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 be elected for two-year terms, and the
                           remaining directors will be elected for three-years
                           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:

     NAME                       ADDRESS

     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, Sedro Wolley, WA 98284
     Jean Gorton                213 Sea Pines Lane, Bellingham, WA 98226
     Henry Koetje               2123 200th Avenue S.W., #306, 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

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
                  purpose 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.


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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.

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


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

                  (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 no 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 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.

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                  (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 ofthis 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 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


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                  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 corporate 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, of fleer 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, judgements, 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 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.


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         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, of ricer, partner, trustee, employee, or agent of
                  another foreign or domestic corporation, partnership, joint
                  venture, trust, employee benefit plan, or other enterprise. A
                  person is 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, of
                  ricer, 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 of
                  lice, and shall continue as to a person who has cease to be a
                  director, trustee, of ricer, 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 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


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                  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 ants thereto.

Executed this 11th day of December 1998.

                                            INTERWEST BANCORP, INC.



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



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