Exhibit 3.1


                     AMENDED AND RESTATED
                  ARTICLES OF INCORPORATION
                             OF
                  1ST COLONIAL BANCORP, INC.

     FIRST.  The name of the corporation (the "Corporation") is
1st Colonial Bancorp, Inc.

     SECOND.  The location and post office address of the
Corporation's registered office in this Commonwealth is c/o
Stevens & Lee, 111 North Sixth Street, Reading, Pennsylvania
19603, and its registered agent at such address is Edward C.
Hogan.

     THIRD.  The purpose of the Corporation is and it shall have
unlimited power to engage in and to do any lawful act concerning
any or all lawful business for which corporations may be
incorporated under provisions of the Business Corporation Law of
1988, the Act approved December, 1988, P.L. 1444, as amended
(the "Pennsylvania Business Corporation Law").

     FOURTH.  The term of the Corporation's existence is
perpetual.

     FIFTH.  The aggregate number of shares of capital stock
which the Corporation shall have authority to issue is 6,000,000
shares, divided into two classes consisting of 5,000,000 shares
of common stock without par value ("Common Stock"), and
1,000,000 shares of preferred stock having such par value as the
board of directors shall fix and determine, as provided in
Article SIXTEENTH below ("Preferred Stock").

     SIXTH.  Each holder of record of Common Stock shall have
the right to one vote for each share of Common Stock standing in
such holder's name on the books of the Corporation.  No
shareholder shall be entitled to cumulate any votes for the
election of directors.

     SEVENTH.  The management, control and government of the
Corporation shall be vested in a board of directors consisting
of not less than seven (7) nor more than twenty-five (25)
members in number, as fixed by the board of directors of the
Corporation from time to time.  The directors of the Corporation
shall be divided into three classes:  Class I, Class II and
Class III.  Each Class shall be as nearly equal in number as
possible.  If the number of Class I, Class II or Class III
directors is fixed for any term of office, it shall not be
increased during that term, except by a majority vote of the
board of directors.  The term of office of the initial Class I
directors shall expire at the annual election of directors by
the shareholders of the Corporation in 2003; the term of office
of the initial Class II directors shall expire at the annual
election of directors by the shareholders of the Corporation in
2004; and the term of office of the initial Class III directors
shall expire at the annual election of directors by the
shareholders of the Corporation in 2005.  After the initial term
of each Class, the term of office of each Class shall be three
(3) years, so that the term of office of one class of directors
shall expire each year when their respective successors have
been duly elected by the shareholders and qualified.  At each
annual election by the shareholders of the Corporation, the
directors chosen to succeed those whose terms then expire shall
be identified as being of the same class as the directors they
succeed.  Unless waived by the board of directors of the
Corporation, in order to qualify for election as a director of
the Corporation, a person must have been a shareholder of record
of the Corporation or 1st Colonial National Bank, Collingswood,
New Jersey, either (i) since June 30, 2000 or (ii) for at least
three (3) years.  Shareholders of another corporation that
merges with the Corporation, is acquired by, or acquires the
Corporation, or enters into any similar transaction with the
Corporation shall qualify for election as a director of the
Corporation if such shareholder was a shareholder of record of
the other corporation either (i) since June 30, 2000 or (ii) for
at least three (3) years.  If, for any reason, a vacancy occurs
on the board of directors of the Corporation, a majority of the
remaining directors shall have the exclusive power to fill the
vacancy by electing a director to hold office for the unexpired
term in respect of which the vacancy occurred.  No director of
the Corporation shall be removed from office, as a director, by
the vote of shareholders, unless the votes of shareholders cast
in favor of the resolution for the removal of such director
constitute at least a majority of the votes which all
shareholders would be entitled to cast at an annual election of
directors.

     EIGHTH.  No holder of any class of capital stock of the
Corporation shall have preemptive rights, and the Corporation
shall have the right to issue and to sell to any person or
persons any shares of its capital stock or any option, warrant
or right to acquire capital stock, or any securities having
conversion or option rights without first offering such shares,
rights or securities to any holder of any class of capital stock
of the Corporation.

     NINTH.  Except as set forth below, the affirmative vote of
shareholders entitled to cast at least eighty percent (80%) of
the votes which all shareholders of the Corporation are entitled
to cast, and if any class of shares is entitled to vote as a
separate class, the affirmative vote of shareholders entitled to
cast at least a majority of the votes entitled to be cast by the
outstanding shares of such class (or such greater amount as
required by the provisions of these Articles of Incorporation
establishing such class) shall be required to approve any of the
following:

          (a)  any merger or consolidation of the Corporation
     with or into any other corporation;

          (b)  any share exchange in which a corporation, person
     or entity acquires the issued or outstanding
     shares of capital stock of the Corporation
     pursuant to a vote of shareholders;

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

          (d)  any transaction similar to, or having similar
     effect as, any of the foregoing transactions.

An affirmative vote as provided in the foregoing provisions
shall be, to the extent permitted by law, in lieu of the vote of
the shareholders otherwise required by law.

     The board of directors of the Corporation shall have the
power and duty to determine, for purposes of clause (d) of this
Article NINTH, on the basis of information known to the board,
if any transaction is similar to, or has an effect similar to,
any of the transactions identified in clauses (a), (b) or (c) of
this Article NINTH.  Any such determination shall be conclusive
and binding for all purposes of this Article NINTH.

     The Corporation may voluntarily completely liquidate and/or
dissolve only in accordance with all applicable laws and only if
the proposed liquidation and/or dissolution is approved by the
affirmative vote of shareholders entitled to cast at least
eighty percent (80%) of the votes which all shareholders are
entitled to cast.

     The provisions of this Article NINTH shall not apply to any
transaction which is approved in advance by sixty-six and two-
thirds percent (66-2/3%) or more of the members of the board of
directors of the Corporation, at a meeting duly called and held.

     TENTH.  Subsection 1.  No Person or Group Acting in Concert
shall Acquire Voting Control of the Corporation, at any time,
except in accordance with the provisions of Article TENTH.  The
terms "Acquire," "Voting Control," "Group Acting in Concert,"
and "Person" as used in this Article ELEVENTH are defined in
subsection 4 hereof.

          Subsection 2.  If Voting Control of the Corporation is
acquired, in violation of this Article TENTH, all shares with
respect to which any Person or Group Acting in Concert has
acquired Voting Control in excess of the number of shares the
beneficial ownership of which is deemed under Subsection 4
hereof to confer Voting Control of the Corporation (as
determined without regard to this Subsection 2) shall be
considered from and after the date of acquisition by such Person
or Group Acting in Concert to be "excess shares" for purposes of
this Article TENTH.  All shares deemed to be excess shares shall
thereafter no longer be entitled to vote on any matter or to
take other shareholder action.  If, after giving effect to the
first two sentences of this Subsection 2, any Person or Group
Acting in Concert still shall be deemed to be in Voting Control
of the Corporation based on the number of votes then entitled to
be cast (rather than the number of issued and outstanding shares
of common stock of the Corporation), then shares held in excess
of the number of shares deemed to confer Voting Control upon
such Person or Group Acting in Concert also shall not be
entitled to vote on any matter or take any other shareholder
action.  Subsequent reductions in voting rights in accordance
with the foregoing shall be effected as many times as necessary
to carry out the purposes of this Article.  The provisions of
this Subsection 2 deeming shares to be excess shares shall only
apply for so long as such shares shall be beneficially owned by
such Person or Group Acting in Concert who has acquired Voting
Control.  Notwithstanding the foregoing, shares held in excess
of the number of shares the beneficial ownership of which would
otherwise be deemed under Subsection 4 to confer Voting Control
of the Corporation shall not be deemed to be excess shares if
such shares are held by a Tax-Qualified Employee Stock Benefit
Plan.

          Subsection 3.  The provisions of this Article TENTH
shall be of no further force and effect after the consummation
of a transaction in which another Person Acquires shares of
capital stock of the Corporation entitled to cast eighty percent
(80%) or more of the votes which all shareholders are entitled
to cast (as determined without regard to the application of this
Article TENTH) and such transaction was approved in advance by
the board of directors of the Corporation.

          Subsection 4.  For purposes of this Article TENTH:

               A.  The term "Acquire" includes every type of
     acquisition, whether effected by purchase, exchange,
     operation of law or otherwise.

               B.  "Voting Control" means the sole or shared
     power to vote or to direct the voting of, or to dispose or
     to direct the disposition of, more than ten percent (10%)
     of the issued and outstanding common stock of the
     Corporation; provided that (i) the solicitation, holding
     and voting of proxies obtained by the board of directors of
     the Corporation shall not constitute Voting Control, (ii) a
     Tax-Qualified Employee Stock Benefit Plan which holds more
     than 10 percent of the voting shares of the Corporation
     shall not be deemed to have Voting Control of the
     Corporation, and (iii) any trustee, member of any
     administrative committee or employee beneficiary of a Tax-
     Qualified Employee Stock Benefit Plan shall not be deemed
     to have Voting Control of the Corporation either (A) as a
     result of their control of a Tax-Qualified Employee Stock
     Benefit Plan, and/or their beneficial interest in voting
     shares held by a Tax-Qualified Employee Stock Benefit Plan,
     or (B) as a result of the aggregation of both their
     beneficial interest in voting shares held by a Tax-
     Qualified Employee Stock Benefit Plan and voting shares
     held by such trustee, administrative committee member or
     employee beneficiary independent of a Tax-Qualified
     Employee Stock Benefit Plan.

               C.  "Group Acting in Concert" includes Persons
     seeking to combine or pool their voting or other interests
     in the voting shares for a common purpose, pursuant to any
     contract, understanding, relationship, agreement or other
     arrangement, whether written or otherwise, provided, that a
     "Group Acting in Concert" shall not include (i) the members
     of the board of directors of the Corporation solely as a
     result of their board membership, (ii) the members of the
     board of directors of the Corporation as a result of their
     solicitation, holding and voting of proxies obtained by
     them pursuant to a proxy solicitation or (iii) any member
     or all the members of the board of directors of the
     Corporation, and (iv) any Tax-Qualified Employee Stock
     Benefit Plan and the trustees, administrative committee
     members and employee beneficiaries thereof.

               D.  The term "Person" includes an individual, a
     Group Acting in Concert, a corporation, a partnership, an
     association, a joint stock company, a trust, an
     unincorporated organization or similar company, a syndicate
     or any other group formed for the purpose of acquiring,
     holding or disposing of the equity securities of the
     Corporation.

               E.  The term "Tax-Qualified Employee Stock
     Benefit Plan" means any defined benefit plan or defined
     contribution plan of the Corporation or any subsidiary,
     such as an employee stock ownership plan, stock bonus plan,
     profit sharing plan or other plan, that, with its related
     trust, meets the requirements to be "qualified" under
     Section 401 of the Internal Revenue Code of 1986, as
     amended.

          Subsection 5.  This Article TENTH shall not apply to
the purchase of securities of the Corporation by underwriters in
connection with a public offering of such securities by the
Corporation or by a holder of shares of capital stock of the
Corporation with written consent of the board of directors of
the Corporation; provided, however, that purchasers of
securities of the Corporation from any underwriter shall be
subject to the provisions of this Article TENTH.

     The board of directors of the Corporation shall have the
power and duty to determine, for purposes of this Article TENTH,
on the basis of information known to the Board, if and when such
other Person has acquired Voting Control of the Corporation,
and/or if any transaction is similar to, or has a similar effect
as, any of the transactions identified in this Article TENTH.
Any such determination shall be conclusive and binding for all
purposes of this Article TENTH.

     ELEVENTH.  No action required to be taken or which may be
taken at any annual or special meeting of shareholders of the
Corporation may be taken without a meeting, and the power of the
shareholders of the Corporation to consent in writing to action
without a meeting is specifically denied.  The presence, in
person or by proxy, of shareholders entitled to cast at least a
majority of the votes which all shareholders are entitled to
cast shall constitute a quorum of shareholders at any annual or
special meeting of shareholders of the Corporation.

     TWELFTH.  A special meeting of the shareholders of the
Corporation may be called only by the Board of Directors
pursuant to a resolution adopted by a majority of the total
number of directors which the Corporation would have if there
were no vacancies on the Board of Directors.

     THIRTEENTH.  The authority to make, amend, alter, change or
repeal the By-Laws of the Corporation is hereby expressly and
solely granted to and vested in the board of directors of the
Corporation, subject always to the power of the shareholders to
change such action by the affirmative vote of shareholders of
the Corporation entitled to cast at least sixty-six and two-
thirds percent (66-2/3%) of the votes which all shareholders are
entitled to cast, except that provisions of the By-Laws of the
Corporation relating to limitations on directors' liabilities
and indemnification of directors, officers and others may not be
amended to increase the exposure to liability for directors or
to decrease the indemnification of directors, officers and
others except by the affirmative vote of sixty-six and two-
thirds percent (66-2/3%) of the entire board of directors or by
the affirmative vote of shareholders of the Corporation entitled
to cast at least eighty percent (80%) of the votes which all
shareholders are entitled to cast.

     FOURTEENTH.  If any corporation, person, entity, or group
becomes the beneficial owner, directly or indirectly, of shares
of capital stock of the Corporation having the right to cast in
the aggregate twenty-five percent (25%) or more of all votes
entitled to be cast by all issued and outstanding shares of
capital stock of the Corporation entitled to vote, such
corporation, person, entity or group shall within thirty (30)
days thereafter offer to purchase all shares of capital stock of
the Corporation issued, outstanding and entitled to vote.  Such
offer to purchase shall be at a price per share equal to the
highest price paid for shares of the respective class or series
of capital stock of the Corporation purchased by such
corporation, person, entity or group within the preceding twelve
months.  If such corporation, person, entity or group did not
purchase any shares of a particular class or series of capital
stock of the Corporation within the preceding twelve months,
such offer to purchase shall be at a price per share equal to
the fair market value of such class or series of capital stock
on the date on which such corporation, person, entity or group
becomes the beneficial owner, directly or indirectly, of shares
of capital stock of the Corporation having the right to cast in
the aggregate twenty-five percent (25%) or more of all votes
entitled to be cast by all issued and outstanding capital stock
of the Corporation.  Such offer shall provide that the purchase
price for such shares shall be payable in cash.  The provisions
of this Article FOURTEENTH shall not apply if eighty percent
(80%) or more of the members of the board of directors of the
Corporation approve in advance the acquisition of beneficial
ownership by such corporation, person, entity or group, of
shares of capital stock of the Corporation having the right to
cast in the aggregate twenty-five percent (25%) or more of all
votes entitled to be cast by all issued and outstanding shares
of capital stock of the Corporation.  The provisions of this
Article FOURTEENTH shall be in addition to and not in lieu of
any rights granted under Subchapter E of Chapter 25 of the
Pennsylvania Business Corporation Law and any amendment or
restatement of such section ("Subchapter E"); provided, however,
that if the provisions of this Article FOURTEENTH and
Subchapter E are both applicable in any given instance, the
price per share to be paid for shares of capital stock of the
Corporation issued, outstanding and entitled to vote shall be
the higher of the price per share determined in accordance with
this Article FOURTEENTH or the price per share determined in
accordance with the provisions of Subchapter E.

     FIFTEENTH:  The Corporation reserves the right to amend,
alter, change or repeal any provision contained in its Articles
of Incorporation in the manner now or hereafter prescribed by
statute and all rights conferred upon shareholders and directors
herein are hereby granted subject to this reservation; provided,
however, that the provisions set forth in Articles SIXTH through
FIFTEENTH, inclusive, of these Articles of Incorporation may not
be repealed, altered or amended, in any respect whatsoever,
unless such repeal, alteration or amendment is approved by
either (a) the affirmative vote of shareholders of the
Corporation entitled to cast at least eighty percent (80%) of
the votes which all shareholders of the Corporation are then
entitled to cast or (b) the affirmative vote of eighty percent
(80%) of the members of the board of directors of the
Corporation and the affirmative vote of shareholders of the
Corporation entitled to cast at least a majority of the votes
which all shareholders of the Corporation are then entitled to
cast.

     SIXTEENTH.  The Preferred Stock may be issued from time to
time as a class without series or, if so determined by the board
of directors of the Corporation, either in whole or in part, in
one or more series.  There is hereby expressly granted to and
vested in the board of directors of the Corporation authority to
fix and determine (except as fixed and determined herein), by
resolution, the par value, voting powers, full or limited, or no
voting powers, and such designations, preferences and relative,
participating, optional or other special rights, if any, and the
qualifications, limitations or restrictions thereof, if any,
including specifically, but not limited to, the dividend rights,
conversion rights, redemption rights and liquidation
preferences, if any, of any wholly unissued series of Preferred
Stock (or the entire class of Preferred Stock if none of such
shares have been issued), the number of shares constituting any
such series and the terms and conditions of the issue thereof.
Prior to the issuance of any shares of Preferred Stock, a
statement setting forth a copy of each such resolution or
resolutions and the number of shares of Preferred Stock of each
such class or series shall be executed and filed in accordance
with the Pennsylvania Business Corporation Law.  Unless
otherwise provided in any such resolution or resolutions, the
number of shares of capital stock of any such class or series so
set forth in such resolution or resolutions may thereafter be
increased or decreased (but not below the number of shares then
outstanding), by a statement likewise executed and filed setting
forth a statement that a specified increase or decrease therein
had been authorized and directed by a resolution or resolutions
likewise adopted by the board of directors of the Corporation.
In case the number of such shares shall be decreased, the number
of shares so specified in the statement shall resume the status
they had prior to the adoption of the first resolution or
resolutions.