Exhibit 3.1


                                         1621468
                                         ENDORSED
                                         FILED
                                         In the office of the Secretary of State
                                         Of the State of California
                                         August 12 1988
                                         March Fong Eu, Secretary of State

                            ARTICLES OF INCORPORATION
                                       OF
                             REDWOOD EMPIRE BANCORP

ONE:  NAME

The name of the Corporation is:

         Redwood Empire Bancorp

TWO:  PURPOSE

         The purpose of this corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporations
Law of California other than the banking business, the trust company business or
the practice of a profession permitted to be incorporated by the California
Corporations Code.

THREE:  AUTHORIZED STOCK

         The Corporation is authorized to issue only one class of shares of
stock, designated "Common Stock," and the total number of shares which the
corporation is authorized to issue is 10,000,000.

FOUR:  DIRECTOR LIABILITY

         The liability of the directors of the Corporation for monetary damages
shall be eliminated to the fullest extent permissible under California law.

FIVE:  INDEMNIFICATION

         The Corporation is authorized to provide indemnification of agents (as
defined in Section 317 of the California Corporations Code) for breach of duty
to the Corporation and its stockholders through bylaw provisions or through
agreements with the agents, or both, in excess of the indemnification otherwise
permitted by Section 317 of the California Corporations Code, subject to the
limits on such excess indemnification set forth in Section 204 of the California
Corporations Code.

SIX:  AGENT FOR SERVICE OF PROCESS

         The name and address in this State of this corporation's initial agent
for service of process is:

         Gary Steven Findley, Attorney at Law
         2700 East Imperial Highway, Suite J
         Brea, California  92621

NBR-07218803.1-7/22


<PAGE>


         IN WITNESS WHEREOF, for the purpose of forming this corporation under
the laws of the State of California, the undersigned, constituting the
incorporator of this corporation, has executed these Articles of Incorporation.


Dated:  July 25, 1988



                                        /s/ Gary Steven Findley
                                        Gary Steven Findley


         I hereby declare that I am the person who executed the foregoing
Articles of Incorporation, which execution is my act and deed.


                                        /s/ Gary Steven Findley
                                        Gary Steven Findley

<PAGE>


                                         A419130
                                         ENDORSED
                                         FILED
                                         In the office of the Secretary of State
                                         Of the State of California
                                         June 4, 1992
                                         March Fong Eu, Secretary of State


                            CERTIFICATE OF AMENDMENT
                                       OF
                            ARTICLES OF INCORPORATION


Barry S. Slatt and Marta J. Idica certify that:

1.   They are the president and the secretary,  respectively,  of Redwood Empire
     Bancorp, a California Corporation.

2.   Article  Three of the  Articles of  Incorporation  of this  corporation  is
     amended to read as follows:

          THREE:      AUTHORIZED STOCK

     (a) The  Corporation  is  authorized  to issue two classes of stock,  which
shall be designated respectively "Common Stock" and "Preferred Stock."

     (b) The  number  of  shares  of  Common  Stock  which  the  Corporation  is
authorized to issue is 10,000,000.

     (c) The  number of shares  of  Preferred  Stock  which the  Corporation  is
authorized  to issue is 2,000,000.  The Preferred  Stock may be issued in one or
more series.  The Board of Directors is authorized to fix the number of any such
series of Preferred  Stock and to determine the  designation of any such series.
The Board of Directors is further  authorized  to determine or alter the rights,
preferences,  privileges, and restrictions granted to or imposed upon any wholly
unissued  series of  Preferred  Stock and,  within  the limits and  restrictions
stated in any  resolution or  resolutions  of the Board of Directors  originally
fixing the number of shares  constituting  any  series,  to increase or decrease
(but not below the number of shares of such series then  outstanding) the number
of  shares  of any such  series  subsequent  to the  issuance  of shares of that
series.

3.   The foregoing amendment of articles of incorporation has been duly approved
     by the board of directors.

4.   The foregoing amendment of articles of incorporation has been duly approved
     by the required vote of  shareholders in accordance with Section 902 of the
     Corporations   Code.  The  total  number  of  outstanding   shares  of  the
     corporation  was 1,823,283 as of the record date April 1, 1992.  The number
     of shares  voting in favor of the  amendment  equaled or exceeded  the vote
     required. The percentage vote required was more than 50%.


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<PAGE>




We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.





DATE:    5-28     ,  1992                   /s/ Barry S. Slatt
       ------------                         ------------------------------------
                                                     Barry S. Slatt, President


DATE:    5-28     ,  1992                   /s/ Marta J. Idica
       ------------                         ------------------------------------
                                                     Marta J. Idica, Secretary






































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