Exhibit 3.1


                              AMENDED AND RESTATED

                            ARTICLES OF INCORPORATION

                                       OF

                            ATLANTIC FINANCIAL CORP.


                                    ARTICLE I
                                      NAME

         The name of the corporation is Atlantic Financial Corp.


                                   ARTICLE II
                                  CAPITAL STOCK

         Paragraph  A.  The  aggregate  number  of  shares  of stock  which  the
Corporation shall have the authority to issue and the par value per share are as
follows:

                                    Number of
         Class                       Shares                    Par Value
         -----                      ---------                  ---------

         Common Stock               20,000,000                   $5.00
         Preferred Stock             1,000,000                   $1.00

         Paragraph B. No holders of any class of stock of the Corporation  shall
have any preemptive or other  preferential right to purchase or subscribe to (i)
any shares of any class of stock of the  Corporation,  whether now or  hereafter
authorized,  (ii) any warrants, rights or options to purchase any such stock, or
(iii) any obligations  convertible into any such stock or into warrants,  rights
or options to purchase any such stock.

         Paragraph C. The holders of the Common Stock shall, to the exclusion of
the  holders of any other class of stock of the  Corporation,  have the sole and
full power to vote for the  election  of  directors  and for all other  purposes
without  limitation  except  only  as  otherwise  provided  in any  articles  of
amendment  applicable  to any  series  of  Preferred  Stock,  and  as  otherwise
expressly provided by the then existing statutes of Virginia. The holders of the
Common  Stock  shall have one vote for each share of Common  Stock held by them.
Except as may be set forth in any articles of amendment  applicable to shares of
Preferred  Stock,  the holders of the Common  Stock shall be entitled to receive
the net assets of the Corporation upon dissolution.

         Paragraph D. Authority is expressly vested in the Board of Directors to
divide the Preferred Stock into and issue the same in series and, to the fullest
extent permitted by law, to fix and determine the  preferences,  limitations and
relative rights of the shares of any series so  established,  and to provide for
the issuance thereof.


                                      
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         Prior to the issuance of any share of a series of Preferred  Stock, the
Board of Directors shall establish such series by adopting a resolution  setting
forth the  designation  and number of shares of the series and the  preferences,
limitations and relative rights thereof, and the Corporation shall file with the
State Corporation  Commission  articles of amendment as required by law, and the
State Corporation Commission shall have issued a certificate of amendment.


                                   ARTICLE III
                     INDEMNIFICATION AND LIMITS ON LIABILITY
                            OF DIRECTORS AND OFFICERS


         Paragraph  A.  To the  full  extent  permitted  by the  Virginia  Stock
Corporation  Act, as it exists on the date hereof or may  hereafter  be amended,
each  Director  and officer  shall be  indemnified  by 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  of  officer.   The
determination  that the  indemnification  under this  Paragraph A is permissible
shall be made as provided by law. The right of  indemnification  hereby provided
shall not be  exclusive of any other rights to which any Director or officer may
be entitled.

         Paragraph  B.  To the  full  extent  permitted  by the  Virginia  Stock
Corporation Act, as it exists on the date hereof or may hereafter be amended, in
any proceeding  brought by a shareholder of the  Corporation in the right of the
Corporation or brought by or on behalf of  shareholders  of the  Corporation,  a
director  or  officer  of the  Corporation  shall not be liable in any  monetary
amount  for  damages  arising  out of or  resulting  from a single  transaction,
occurrence  or course of conduct,  provided  that the  elimination  of liability
herein set forth shall not be applicable  if the Director or officer  engaged in
willful  misconduct or a knowing violation of the criminal law or of any federal
or state securities law.

         Paragraph C. The Board of Directors is hereby empowered,  by a majority
vote of a quorum of disinterested Directors, to indemnify or contract in advance
to indemnify  any person not  specified  in Paragraph A 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 Paragraph A of this Article.

         Paragraph D. Every  reference  in this  Article 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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         Paragraph E. The  provisions of this Article  shall be applicable  from
and after its  adoption  even  though some or all of the  underlying  conduct or
events relating to such a proceeding may have occurred before such adoption.  No
amendment,  modification  or repeal of this  Article  shall  diminish the rights
provided hereunder to any person arising from conduct or events occurring before
the adoption of such amendment, modification or repeal.

         Paragraph F. 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  advancements of expenses with respect to any claim for
indemnification  made  pursuant to Paragraph A of this Article  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.

                                   ARTICLE IV
                                    DIRECTORS

         Paragraph  A. Except as  otherwise  fixed by any  articles of amendment
adopted by the Board of Directors pursuant to Paragraph D of Article II relating
to the  rights  of the  holders  of any  Series  of  Preferred  Stock  to  elect
additional directors under specified circumstances,  the number of the directors
of the Corporation shall be fixed from time to time by or pursuant to the Bylaws
of the Corporation.

         Paragraph B. The directors,  other than those who may be elected by the
holders of any series of Preferred Stock,  shall be classified,  with respect to
the time for which they  severally hold office,  into three  classes,  as nearly
equal in number as possible,  with each class to hold office until its successor
is elected and  qualified.  At each annual  meeting of the  stockholders  of the
Corporation, the successors of the class of directors whose term expires at that
meeting shall be elected to hold office for a term  expiring the annual  meeting
of stockholders held in the third year following the year of their election.

         Paragraph  C. Except as  otherwise  fixed by any  articles of amendment
adopted by the Board of Directors pursuant to Paragraph D of Article II relating
to the rights of the holders of any series of Preferred Stock to elect directors
under specified  circumstances,  newly created directorships  resulting from any
increase in the number of directors  and any vacancies on the Board of Directors
resulting  from  death,  resignation,  disqualification,  removal or other cause
shall be filled  only by the  affirmative  vote of a majority  of the  remaining
directors  then in  office,  even  though  less  than a quorum  of the  Board of
Directors.  Any director elected in accordance with the preceding sentence shall
hold office for the remainder of the full term of the class of director in which
the new  directorship  was  created  or the  vacancy  occurred  and  until  such
director's  successor shall have been elected and qualified.  No decrease in the
number of directors  constituting  the Board of Directors shall shorten the term
of any incumbent director.

         Paragraph D. Advance notice of stockholder nominations for the election
of  directors  shall  be given  in the  manner  provided  in the  Bylaws  of the
Corporation.


                                      
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                                    ARTICLE V
                                BYLAW AMENDMENTS

         The Board of  Directors  shall  have  power to make,  alter,  amend and
repeal the Bylaws of the  Corporation  except so far as any of the Bylaws of the
Corporation adopted by the stockholders shall otherwise provide. Any Bylaws made
by the directors under the powers  conferred  hereby may be altered,  amended or
repealed by the directors or by the stockholders.

                                   ARTICLE VI
                            SPECIAL VOTING PROVISIONS

         Paragraph  A. An  amendment  to the  Articles of  Incorporation  of the
Corporation shall be approved if:

         1.       A majority  of the votes  entitled  to be cast by each  voting
                  group  entitled  to vote on such  action  are cast in favor of
                  such action; and,

         2.       Unless  such  action  shall  have  been  approved  by at least
                  two-thirds of the directors,  holders of more than  two-thirds
                  of the  issued  and  outstanding  shares of the  Corporation's
                  Common Stock vote in favor of such action.

         Paragraph  B. Any  director  may be removed from office with or without
cause,  but only if holders of more than seventy percent (70%) of the issued and
outstanding shares of Common Stock vote in favor of such action.

         Paragraph C. Any merger or share exchange to which the Corporation is a
party or any direct or indirect sale,  lease,  exchange or other  disposition of
all or substantially  all of the Corporation's  property,  otherwise than in the
usual and regular course of business, shall be approved if:

         1.       A majority  of the votes  entitled  to be cast by each  voting
                  group  entitled  to vote on such  action  are cast in favor of
                  such action; and,

         2.       Unless  such  action  shall  have  been  approved  by at least
                  two-thirds of the directors, at least two-thirds of the issued
                  and outstanding shares of the Corporation's  Common Stock vote
                  in favor of such action.

         This  Paragraph C shall not affect the power of the Board of  Directors
to condition its  submission of any plan of merger,  share exchange or direct or
indirect sale, lease,  exchange or other disposition of all or substantially all
of the Corporation's property, otherwise than in the usual and regular course of
business, on any basis, including the requirement of a greater vote.