EXHIBIT 3.1


                              AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                           FIRST CITIZENS CORPORATION


                                       1.
     The name of the Corporation is: "First Citizens Corporation."

                                       2.
     The  Corporation  is organized  pursuant to the  provisions  of the Georgia
Business Corporation Code.

                                       3.
     The  object  of the  Corporation  is  pecuniary  gain and  profit,  and the
Corporation  is formed  for the  purpose of  becoming  and  operating  as a bank
holding  company and  engaging in such  related and  permissible  activities  in
connection  therewith as the Board of Directors may from time to time specify by
resolution.

                                       4.
     (a) The Corporation shall have authority to issue Eight Million (8,000,000)
shares of common stock (the "Common Stock"),  $1.00 par value, and Eight Million
(8,000,000) shares of preferred stock (the "Preferred Stock").

     (b) The Board of Directors of the  Corporation  is  authorized,  subject to
limitations prescribed by law and the provisions of this Article, to provide for
the  issuance  of the  shares  of  Preferred  Stock in  series,  and by filing a
certificate  pursuant to the applicable law of the State of Georgia to establish
from time to time the number of shares to be included in each such  series,  and
to fix the designation,  powers, preferences,  and relative rights of the shares
of each  such  series  and the  qualifications,  or  restrictions  thereof.  The
authority of the Board of Directors  with respect to each series shall  include,
but not be limited to, determination of the following:

     (i)    The number of shares constituting  that series  and the  distinctive
            designation of that series;

     (ii)   The  dividend rate on the shares of that series,  whether  dividends
            shall be cumulative,  and, if so, from which date or dates,  and the
            relative  rights of  priority, if any, of payments  of  dividends on
            shares of that series;

     (iii)  Whether  that series  shall have  voting rights,  in addition to the
            voting rights provided by law,  and, if so, the terms of such voting
            rights;

     (iv)   Whether that series shall have  conversion  privileges,  and, if so,
            the terms and conditions of such  conversion,  including  provisions
            for adjustment of the conversion rate in such events as the Board of
            Directors shall determine;

     (v)    Whether or not the shares of that series shall be  redeemable,  and,
            if so, the terms and  conditions of such  redemption,  including the
            date or dates upon or after which they shall be


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            redeemable,  and the amount per share payable in case of redemption,
            which amount may vary under  different  conditions  and at different
            redemption rates;

     (vi)   Whether that series shall have a sinking fund for the  redemption or
            purchase of shares of that series,  and, if so, the terms and amount
            of such sinking fund;

     (vii)  The rights of the shares of that series in the event of voluntary or
            involuntary   liquidation,   dissolution   or   winding-up   of  the
            Corporation, and the relative rights of priority, if any, of payment
            of shares of that series; and

     (viii) Any other  relative  rights,  preferences  and  limitations  of that
            series.

                                       5.
     The initial  registered  office of the Corporation shall be at 19 Jefferson
Street,  Newnan,  Georgia 30264. The initial registered agent of the Corporation
at such address shall be Tom Moat.

                                       6.
     The mailing address of the initial  principal  office of the corporation is
P.O. Drawer 400, Newnan, Georgia 30264.

                                       7.
     (a) The Board of Directors  shall be divided into three (3) classes,  Class
I, Class II and Class III, which shall be as nearly equal in number as possible.
Each  director  in Class I shall be elected to an initial  term of one (1) year,
each  director in Class II shall be elected to an initial term of two (2) years,
each  director  in Class III shall be elected  to an  initial  term of three (3)
years, and each director shall serve until the election and qualification of his
or her successor or until his or her earlier resignation,  death or removal from
office.  Upon the  expiration  of the initial  terms of office for each Class of
directors,  the  directors of each Class shall be elected for terms of three (3)
years,  to serve until the election and  qualification  of their  successors  or
until their earlier resignation, death or removal from office.

     (b) Unless  two-thirds  (2/3) of the directors then in office shall approve
the proposed  change,  this  Article 7 may be amended or  rescinded  only by the
affirmative  vote of the holders of at least  two-thirds (2/3) of the issued and
outstanding  shares  of the  Corporation  entitled  to  vote in an  election  of
directors, at any regular or special meeting of the shareholders,  and notice of
the proposed change must be contained in the notice of the meeting.

                                       8.
     (a) Except as provided  in  paragraph  (b) of this  Article 8, the Board of
Directors  shall  have the right to adopt,  amend or  repeal  the  bylaws of the
Corporation  by the  affirmative  vote of a majority  of all  directors  then in
office,  and the shareholders shall have such right by the affirmative vote of a
majority of the issued and  outstanding  shares of the  Corporation  entitled to
vote in an election of directors.

     (b)  Notwithstanding  paragraph (a) of this Article 8, any amendment of the
bylaws of the  Corporation  changing the number of directors  shall  require the
affirmative  vote of  two-thirds  (2/3) of all  directors  then in office or the
affirmative  vote  of  the  holders  of  two-thirds  (2/3)  of  the  issued  and
outstanding


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shares of the Corporation  entitled to vote in an election of directors,  at any
regular  or  special  meeting of the  shareholders,  and notice of the  proposed
change must be contained in the notice of the meeting.

                                       9.
     (a) At any  shareholders'  meeting  with  respect  to which  notice of such
purpose has been given, the entire Board of Directors or any individual director
may be removed without cause only by the  affirmative  vote of the holders of at
least two-thirds  (2/3) of the issued and outstanding  shares of the Corporation
entitled to vote in an election of directors.

     (b) At any  shareholders'  meeting  with  respect  to which  notice of such
purpose has been given, the entire Board of Directors or any individual director
may be  removed  with cause only by the  affirmative  vote of the  holders of at
least a  majority  of the  issued  and  outstanding  shares  of the  Corporation
entitled to vote in an election of directors.

     (c) For  purposes of this Article 9, a director of the  Corporation  may be
removed for cause if (i) the director has been  convicted of a felony;  (ii) any
bank regulatory  authority having jurisdiction over the Corporation  requests or
demands the removal;  or (iii) at least two-thirds (2/3) of the directors of the
Corporation then in office, excluding the director to be removed, determine that
the  director's  conduct  has  been  inimical  to  the  best  interests  of  the
Corporation.

     (d) Unless  two-thirds  (2/3) of the directors then in office shall approve
the proposed  change,  this  Article 9 may be amended or  rescinded  only by the
affirmative  vote of the holders of at least  two-thirds (2/3) of the issued and
outstanding  shares  of the  Corporation  entitled  to  vote in an  election  of
directors, at any regular or special meeting of the shareholders,  and notice of
the proposed change must be contained in the notice of the meeting.

                                       10.
     The initial  Board of Directors of the  Corporation  shall consist of three
(3) members who shall be and whose addresses are:

          J. Littleton Glover, Jr.                    18 Woodlane Drive
                                                      Newnan, Georgia 30263

          Tom Moat                                    3 Brookwood Drive
                                                      Newnan, Georgia 30263

          Ellis A. Mansour                            7 Mission Drive
                                                      Newnan, Georgia 30263


                                       11.
     (a) A director of the  Corporation  shall not be  personally  liable to the
Corporation or its shareholders for monetary damages,  for breach of any duty as
a director, except for liability for:

     (i)   any appropriation, in violation of his or her duties, of any business
           opportunity of the Corporation;


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     (ii)  acts or  omissions  not in good  faith or which  involve  intentional
           misconduct or a knowing violation of law;

     (iii) the types of  liability  set forth in Section 14-2-832 of the Georgia
           Business  Corporation  Code dealing with  unlawful  distributions  of
           corporate assets to shareholders; or

     (iv)  any transaction from which the director derived an improper  material
           tangible personal benefit.

     (b) Any repeal or modification  of this Article by the  shareholders of the
Corporation  shall be prospective  only and shall not adversely affect any right
or  protection  of a director  of the  Corporation  existing at the time of such
repeal or modification.

     (c) Unless  two-thirds  (2/3) of the directors then in office shall approve
the proposed  change,  this  Article 11 may be amended or rescinded  only by the
affirmative  vote of the holders of at least  two-thirds (2/3) of the issued and
outstanding shares of the Corporation  entitled to vote thereon,  at any regular
or special meeting of the  shareholders,  and notice of the proposed change must
be contained in the notice of the meeting.

                                       12.
     Any action  required by law or by the Bylaws of the Corporation to be taken
at a meeting of the shareholders of the Corporation, and any action which may be
taken at such a meeting,  may be taken  without a meeting,  if written  consent,
setting  forth the action so taken,  is signed by persons  entitled to vote at a
meeting  those shares having  sufficient  voting power to cast not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote were present and voted. Notice
of such action without a meeting by less than unanimous written consent shall be
given  within ten (10) days after  taking such action to those  shareholders  of
record on the date when the written  consent is first  executed and whose shares
were not represented on the written consent.

                                       13.
     (a)  Except  as set  forth in  subparagraph  (d) of this  Article  13,  the
affirmative  vote of the holders of at least  two-thirds (2/3) of the issued and
outstanding shares of the Corporation entitled to vote thereon shall be required
to approve:

     (i)  any merger or share exchange of the Corporation with or into any other
          corporation; and

     (ii) any sale, lease, exchange or other disposition of all or substantially
          all of the assets of the Corporation to any other corporation,  person
          or other entity;

if, as of the record date for  determination of shareholders  entitled to notice
thereof and to vote thereon, such other corporation, person or entity which is a
party to such a transaction is the beneficial owner, directly or indirectly,  of
five  percent  (5%)  or  more  of  the  issued  and  outstanding  shares  of the
Corporation entitled to vote in an election of directors.

     (b) For  purposes  of this  Article  13, any  corporation,  person or other
entity  shall  be  deemed  to be  the  beneficial  owner  of any  shares  of the
Corporation:


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     (i)   which it owns directly, whether or not of record; or

     (ii)  which it has the  right  to  acquire, pursuant  to any  agreement  or
           understanding or upon exercise of conversion rights, exchange rights,
           warrants or options or otherwise or the right to vote pursuant to any
           agreement, arrangement or understanding; or

     (iii) which  are  beneficially  owned,  directly  or  indirectly (including
           shares deemed to be owned through application of subparagraph (b)(ii)
           above),  by an "affiliate" or "associate" (as those terms are defined
           in  Rule  12b-2  of  the  General  Rules  and Regulations  under  the
           Securities  Exchange  Act of 1934 as in effect on January 1, 1993) of
           the other corporation, person or entity; or

     (iv)  which are  beneficially  owned,  directly  or  indirectly  (including
           shares  deemed owned  through  application  of  subparagraph  (b)(ii)
           above), by any other  corporation,  person or entity with which it or
           its  "affiliate" or "associate"  (as defined above) has any agreement
           or  arrangement  or  understanding  for  the  purpose  of  acquiring,
           holding, voting or disposing of shares of the Corporation.

     For the purpose of determining  whether a corporation,  person or entity is
the beneficial owner of one or more of the issued and outstanding  shares of the
Corporation,  the issued and outstanding shares of the Corporation shall include
shares  not in  fact  issued  and  outstanding  but  deemed  owned  through  the
application of clauses (b)(ii),  (iii) and (iv) above, but shall not include any
other shares which are not then issued and outstanding but which may be issuable
pursuant to any  agreement  or upon  exercise  of  conversion  rights,  exchange
rights, warrants, options or otherwise.

     (c) The Board of Directors  shall have the power and duty to determine  for
the  purposes  of this  Article  13,  on the basis of  information  known to the
Corporation, whether:

     (i)   such other corporation,  person or entity beneficially owns, directly
           or  indirectly,  more  than  five  percent  (5%)  of the  issued  and
           outstanding shares of the Corporation entitled to vote in an election
           of directors;

     (ii)  a corporation,  person or entity is an "affiliate" or "associate" (as
           defined above) of another;

     (iii) any sale, lease,  exchange or other disposition of part of the assets
           of the Corporation  involves  substantially  all of the assets of the
           Corporation; and

     (iv)  the memorandum of understanding referred to in subparagraph (d) below
           is substantially consistent with the transaction covered thereby.

     Any such determination  shall be conclusive and binding for all purposes of
this Article 13.

     (d) The provisions of this Article 13 shall not apply to:


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     (i)  any merger or similar  transaction  with any corporation if two-thirds
          (2/3) of the directors of the Corporation then in office have approved
          a memorandum of understanding with such other corporation with respect
          to such  transaction  prior to the time  that such  other  corporation
          shall have become the beneficial  owner of more than five percent (5%)
          of the issued and outstanding  shares of the  Corporation  entitled to
          vote in an election of directors;  or, after such acquisition of 5% of
          the issued and outstanding  shares, if two-thirds (2/3) or more of the
          directors then holding office  approve such  transaction  prior to its
          consummation;

     (ii) any merger or share exchange of the  Corporation  with, or any sale or
          lease to the Corporation (or any subsidiary thereof) of any assets of,
          or any sale or lease by the Corporation (or any subsidiary thereof) of
          any of its  assets  to, any  corporation  of which a  majority  of the
          outstanding  shares of all  classes  of stock  entitled  to vote in an
          election  of  directors  is owned of  record  or  beneficially  by the
          Corporation and its subsidiaries.

     (e) Unless  two-thirds  (2/3) of the directors then in office shall approve
the proposed  change,  this  Article 13 may be amended or rescinded  only by the
affirmative  vote of the holders of at least  two-thirds (2/3) of the issued and
outstanding shares of the Corporation entitled to vote thereon at any regular or
special meeting of the  shareholders,  and notice of the proposed change must be
contained in the notice of the meeting.

                                       14.
     (a) The Board of Directors,  when evaluating any offer of another party (i)
to make a  tender  offer  or  exchange  offer  for any  equity  security  of the
Corporation,  (ii) to  merge  or  consolidate  any  other  corporation  with the
Corporation,  or (iii) to purchase or otherwise acquire all or substantially all
of the assets of the  Corporation,  shall,  in  determining  what is in the best
interests of the Corporation and its shareholders, give due consideration to all
relevant factors, including without limitation: (A) the short-term and long-term
social and economic effects on the employees, customers,  shareholders and other
constituents  of the Corporation  and its  subsidiaries,  and on the communities
within which the Corporation and its  subsidiaries  operate (it being understood
that any subsidiary bank of the Corporation is charged with providing support to
and being  involved in the  communities  it serves);  and (B) the  consideration
being  offered by the other party in relation to the  then-current  value of the
Corporation in a freely  negotiated  transaction and in relation to the Board of
Directors'   then-estimate  of  the  future  value  of  the  Corporation  as  an
independent entity.

     (b) Unless  two-thirds  (2/3) of the directors then in office shall approve
the proposed  change,  this  Article 14 may be amended or rescinded  only by the
affirmative  vote of the holders of at least  two-thirds (2/3) of the issued and
outstanding shares of the Corporation  entitled to vote thereon,  at any regular
or special meeting of the  shareholders,  and notice of the proposed change must
be contained in the notice of the meeting.


                                       15.
     Should any  provision  of these  Articles of  Incorporation,  or any clause
hereof, be held to be invalid,  illegal or  unenforceable,  in whole or in part,
the remaining  provisions and clauses of these Articles of  Incorporation  shall
remain valid and fully enforceable.


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     IN WITNESS  WHEREOF,  the undersigned has caused these Amended and Restated
Articles of Incorporation to be executed, this 2nd day of October, 1996.


                                        FIRST CITIZENS  CORPORATION


                                        /s/  Tom Moat
                                        --------------------
                                        Tom Moat
                                        President


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