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                                                                     EXHIBIT 3.1

                      RESTATED ARTICLES OF INCORPORATION
                                      OF
                           PREMIER BANCSHARES, INC.


                                      1.

     The name of the Corporation is PREMIER BANCSHARES, INC.

                                      2.

     The Corporation is organized pursuant to the Georgia Business Corporation
Code.

                                      3.

     The Corporation shall have perpetual duration.

                                      4.

     The purposes for which the Corporation is organized are to conduct any
businesses and engage in any activities not specifically prohibited to
corporations for profit under the laws of the State of Georgia, and the
Corporation shall have all powers necessary to conduct such businesses and
engage in such activities, including, but not limited to, the powers enumerated
in the Georgia Business Corporation Code or any amendment thereto.

                                      5.

          (a)  The Corporation shall have the authority to issue sixty million
     (60,000,000) shares of common stock (the "Common Stock"), $1.00 par value,
     and two million (2,000,000) 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;
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               (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 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.

                                      6.

     Shares of the Corporation may be issued by the Corporation for such
consideration, not less than the par value thereof, as shall be fixed from time
to time by the Board of Directors.

                                      7.

     No shareholder shall have any preemptive right to subscribe for or to
purchase any shares or other securities issued by the Corporation.

                                      8.

     Subject to the provisions of Section 14-2-91 of the Georgia Business
Corporation Code, the Board of Directors shall have the power to distribute a
portion of the assets of the Corporation, in cash or in property, to holders of
shares of the Corporation out of the capital surplus of the Corporation.
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                                      9.

     The initial Board of Directors of the Corporation shall consist of the
following members, whose names and addresses are:

Henry P. Bradford                       Charles E. Holmes       
3701 Frey Lake Road NW                  4960 Burnt Hickory Road 
Kennesaw, GA  30144                     Kennesaw, GA  30144     
                                                                
James L. Coxwell                        James L. Newsome        
P. O. Box 692                           3830 Stylesboro Road NW 
Acworth, GA  30101                      Kennesaw, GA  30144     
                                                                
Robert E. Flournoy, III                 J. O. Stephenson        
356 Redwood Drive                       2060 Pine Hill Circle   
Marietta, GA  30101                     Kennesaw, GA  30144     
                                                                
James E. Freeman                        E. W. Teague            
483 Kingswood Drive                     4640 Due West Road      
Marietta, GA  30064                     Kennesaw, GA  30144      


                                      10.

     The Corporation shall have the full power to purchase and otherwise
acquire, and dispose of, its own shares and securities granted by the laws of
the State of Georgia and shall have the right to purchase its shares out of its
unreserved and unrestricted capital surplus available therefor as well as out of
its unreserved and unrestricted earned surplus available therefor.

                                      11.

     The address of the initial registered office of the Corporation shall be
located at 2760 Cobb Parkway, Kennesaw, Cobb County, Georgia 30144 Attention:
Mr. Robert E. Flournoy, III, registered agent of the Corporation.

                                      12.

     The Corporation shall not commence business until it shall have received
not less than $500 in payment for the issuance of its shares.

                                      13.

     The name and address of the Incorporator is Robert E. Flournoy, III, 236
Washington Avenue, Marietta, Georgia 30061.
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                                      14.

     No director of the Corporation shall be personally liable to the
Corporation or its shareholders for monetary damages for a breach of duty of
care or other duty as a director, provided that this elimination of liability
shall not eliminate or limit the liability of a director (i) for an
appropriation, in violation of his duties, of any business opportunity of the
Corporation; (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (iii) for the types of
liability set forth in Section 14-2-154 of the Georgia Business Corporation Code
or (iv) for any transaction from which the director derived an improper personal
benefit.

     IN WITNESS WHEREOF, the undersigned has executed these Restated Articles of
Incorporation this _____ day of January, 1999.



                                    ____________________________________________
                                    Darrell D. Pittard, Chairman of the Board of
                                    Directors