Exhibit 3.1

                            ARTICLES OF INCORPORATION

                                       OF

                      TRANSCOMMUNITY FINANCIAL CORPORATION
                    (conformed copy, as amended May 25, 2004)


                                     I. NAME


            The name of the Corporation shall be TransCommunity Financial
Corporation.

                                   II. PURPOSE

            The purpose for which the Corporation is organized is to act as a
bank holding company and to transact any and all lawful business, not required
to be specifically stated in the Articles of Incorporation, for which
corporations may be incorporated under the Virginia Stock Corporation Act.


                               III. CAPITAL STOCK

            Section 1. The Corporation shall have authority to issue five
million (5,000,000) shares of Common Stock, par value $.01 per share.

            Section 2. Subject to the provisions of law, the holders of Common
Stock at the time outstanding shall be entitled to receive such dividends at
such times and in much amounts as the Board of Directors may deem advisable.

            Section 3. In the event of any liquidation, dissolution or winding
up (whether voluntary or involuntary) of the Corporation, after the payment or
provision for payment in full for all debts and other liabilities of the
Corporation, the remaining net assets of the Corporation shall be distributed
ratably among the holders of the shares at the time outstanding of Common Stock.

            Section 4. The holders of Common Stock shall be entitled to one vote
per share on all matters as to which a stockholder vote is taken.


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                            IV. NO PREEMPTIVE RIGHTS

            No holder of capital stock of the corporation of any class shall
have any preemptive right to subscribe to or purchase (i) any shares of capital
stock of the Corporation, (ii) any securities convertible into such shares or
(iii) any options, warrants or rights to purchase such shares or securities
convertible into any such shares.


                                  V. DIRECTORS

            Section 1. The Board of Directors shall consist of a minimum of
three (3) and a maximum of fifteen (15) individuals, and the number of directors
may be fixed or changed from time to time within such range by the Board of
Directors.

            Section 2. The Board of Directors shall be divided into three
classes, Class I, Class II, and Class III as nearly equal in number as possible.
Directors of the first class (Class I) shall be elected to hold office for a
term expiring at the 2002 annual meeting of the shareholders; directors of the
second class (Class II) shall be elected for a term expiring at the 2003 annual
meeting of the shareholders, and directors of the third class (Class III) shall
be elected to hold office for a term expiring at the 2004 annual meeting of
shareholders. The successors to the class of directors whose terms expire shall
be identified as being of the same class as the directors they succeed and
elected to hold office for a term expiring at the third succeeding annual
meeting of shareholders. When the number of directors is changed, any newly
created directorships or any decrease in directorships shall be apportioned
among the classes by the Board of Directors as to make all classes as nearly
equal as possible.

            Section 3. Directors of the Corporation may be removed only for
cause and with the affirmative vote of at least two-thirds of the outstanding
shares entitled to vote.

            Section 4. If the office of any director shall become vacant, the
directors at the time in office, whether or not a quorum, may, by majority vote
of the directors then in office, choose a successor who shall hold office until
the next annual meeting of stockholders. In such event, the successor elected by
the stockholders at that annual meeting shall hold office for a term that shall
coincide with the remaining term of the class of directors to which that person
has been elected. Vacancies resulting from the increase in the number of
directors shall be filled in the same manner.


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                      VI. SHAREHOLDER APPROVAL OF CERTAIN TRANSACTIONS

            Any amendment of the Corporation's Articles of Incorporation, a plan
of merger or exchange, a transaction involving the sale of all or substantially
all the Corporation's assets other than in the regular course of business and a
plan of dissolution shall be approved by the vote of a majority of all the votes
entitled to be cast on such transactions by each voting group entitled to vote
on the transaction at a meeting at which a quorum of the voting group is
present, provided that the transaction has been approved and recommended by at
least two-thirds of the directors in office at the time of such approval and
recommendation. If the transaction is not so approved and recommended, then the
transaction shall be approved by the vote of eighty percent (80%) or more of all
votes entitled to be cast on such transactions by each voting group entitled to
vote on the transaction.


                   VII. 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
shareholders for monetary damages.

            Section 2. To the full extent permitted and in the manner prescribed
by the Virginia Stock Corporation Act, the Corporation shall indemnify each
director or officer of the Corporation against liabilities, fines, penalties and
claims imposed upon or asserted against him (including amounts paid in
settlement) by reason of having been such director or officer, whether or not
then continuing so to be, and against all expenses (including counsel fees)
reasonably incurred by him in connection therewith, except in relation to
matters as to which he shall have been finally adjudged liable by reason of his
willful misconduct or a knowing violation of criminal law in the performance of
his duty as such director or officer. 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 person not specified in
Section 2 of this Article against liabilities, fines, penalties and claims
imposed upon or asserted against him (including amounts paid in settlement) by
reason of having been an employee, agent or consultant of the Corporation,
whether or not then continuing so to be, and against all expenses (including
counsel fees) reasonably incurred by him in connection therewith, to the same
extent as if such person were specified as one to whom indemnification is
granted in Section 2.

            Section 4. The Corporation may purchase and maintain insurance to
indemnify it against the whole or any portion of 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, agent or consultant of the Corporation 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 5. 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 Sections 2 or 3 of this Article VI 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 6. 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 occurring before the adoption of such amendment,
modification or repeal.

            Section 7. Every reference herein to director, officer, employee,
agent or consultant shall include (i) every director, officer, employee, agent,
or consultant of the Corporation or any corporation the majority of the voting
stock of which is owned directly or indirectly by the Corporation, (ii) every
former director, officer, employee, agent, or consultant of the Corporation,
(iii) every person who may have served at the request of or on behalf of the
Corporation as a director, officer, employee, agent, consultant or trustee of
another corporation, partnership, joint venture, trust or other entity, and (iv)
in all of such cases, his executors and administrators.


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