ARTICLES OF INCORPORATION

                                       OF

                            ATLANTIC BANCGROUP, INC.

         In compliance with the requirements of Chapter 607,  Florida  Statutes,
the undersigned,  being a natural person,  does hereby act as an incorporator in
adopting and filing the following  Articles of Incorporation  for the purpose of
organizing a business corporation.

                                ARTICLE I - NAME

         The   name   of   the   corporation   is   Atlantic   BancGroup,   Inc.
("Corporation").  The  initial  street  address of the  principal  office of the
Corporation is 1315 South Third Street,  Jacksonville Beach, Florida 32250 or at
such other  place  within the State of  Florida  as the Board of  Directors  may
designate.

                         ARTICLE II - NATURE OF BUSINESS

         The  Corporation  has been  formed to be the  bank-holding  company  of
Oceanside Bank, state- chartered bank. The Corporation may engage in or transact
any or all lawful activities or business  permitted under the laws of the United
States and the State of  Florida,  or any other  state,  country,  territory  or
nation.

ARTICLE III - CAPITAL STOCK

         Section 1 - Classes of Stock: The total number of shares of all classes
of  capital  stock  which  the  Corporation  shall  have  authority  to issue is
12,000,000, consisting of:

         A.       2,000,000 shares of preferred stock ("Preferred Stock"); and

         B.       10,000,000 shares of common stock, par value one cent ($0.01)
                  per share ("Common Stock").

         Section 2 - Common  Stock:  There  shall be one class of Common  Stock.
Each share of Common Stock shall have the same relative  rights and be identical
in all respects  with every other share of Common  Stock.  The holders of Common
Stock  are  entitled  to elect the  members  of the  Board of  Directors  of the
Corporation  and such  holders  are  entitled  to vote as a class on all matters
required or permitted to be submitted to the  shareholders  of the  Corporation.
Each holder of Common Stock is entitled to one vote per share.  No holder of any
class of stock of the  Corporation  has  preemptive  rights with  respect to the
issuance of shares of that or any other  class of stock and the Common  Stock is
not  entitled  to  cumulative  voting  rights  with  respect to the  election of
directors.

         Section 3 - Preferred  Stock:  The Board of  Directors  is  authorized,
subject to any limitations prescribed by law, to provide for the issuance of the
shares of Preferred Stock in series, and by filing a certificate pursuant to the
applicable  laws of the State of Florida  (such  certificate  being  hereinafter
referred to as a "Preferred Stock Designation"),  to establish from time to time
the number of shares to be  included  in each such  series and to fix the stated
value,  designation,  powers,  preferences  and right of the shares of each such
<PAGE>
series and any qualifications,  limitations or restrictions  thereof. The number
of authorized  shares of Preferred  Stock may be increased or decreased (but not
below the number of shares  then  outstanding)  by the  affirmative  vote of the
holders of a majority of the Common Stock,  without a vote of the holders of the
Preferred Stock, or of any series thereof,  unless a vote of any such holders is
required pursuant to the terms of any Preferred Stock Designation.

            ARTICLE IV - INITIAL REGISTERED AGENT AND STREET ADDRESS

         The name of the registered agent is Igler & Dougherty,  P.A., 1501 Park
Avenue East,  Tallahassee,  Florida 32301,  which address is also the address of
the Registered Office of the Corporation.

                    ARTICLE V - MANAGEMENT OF THE CORPORATION

         Section 1 - Authority  of the Board:  The  business  and affairs of the
Corporation  shall  be  managed  by or  under  the  direction  of the  Board  of
Directors. In addition to the powers and authority expressly conferred upon them
by the Florida  Statutes or by these Articles of  Incorporation or the Bylaws of
the Corporation,  the directors are hereby empowered to exercise all such powers
and do all such acts and things as may be exercised or done by the Corporation.

         Section 2 - Action by Shareholders: Any action required or permitted to
be taken by the  shareholders  of the  Corporation  must be  effected  at a duly
called Annual or Special  Meeting of Shareholders of the Corporation and may not
be effected by any consent in writing by such shareholders.

         Section  3 -  Special  Meeting  of  Shareholders:  Special  Meeting  of
Shareholders of the Corporation may be called by the Board of Directors pursuant
to a  resolution  adopted  by a  majority  of the  total  number  of  authorized
directors  (whether or not there exist any  vacancies in  previously  authorized
directorships  at the time any such  resolution  is  presented  to the Board for
adoption),  the  Chairman  of  the  Board  or  Chief  Executive  Officer  of the
Corporation,  or by shareholders  holding at least 20% of the outstanding shares
of the Corporation.

                             ARTICLE VI - DIRECTORS

         Section  1 -  Number  of  Directors:  The  Board  of  Directors  of the
Corporation  shall be comprised of not less than three (3) nor more than fifteen
(15) directors and shall be fixed from time to time  exclusively by the Board of
Directors  pursuant to a  resolution  adopted by a majority of the Full Board as
set forth in the Corporation's  Bylaws.  The Board of Directors is authorized to
increase the number of directors by no more than two and to immediately  appoint
persons to fill the new  director  positions  until the next  Annual  Meeting of
Shareholders,  at which  meeting the new director  positions  shall be filled by
persons  elected  by the  shareholders  of the  voting  power  of all the  then-
outstanding  shares  of  capital  stock  of the  Corporation  entitled  to  vote
generally in the election of directors, voting together as a single class.

         Section  2 -  Election  and  Term:  Directors  shall  be  elected  by a
plurality of the votes cast by the shares  entitled to vote in the election at a
meeting at which a quorum is present.  The term of the initial  directors of the
Corporation  expires at the first  shareholders'  meeting at which directors are
elected.
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         Section 3 - Classes: The Directors shall be divided into three classes,
as nearly equal in number as reasonably possible, with the term of office of the
first class (Class I) to expire at the 1999 Annual Meeting of the  Shareholders,
the term of office of the second  class  (Class II) to expire at the 2000 Annual
Meeting of Shareholders and the term of office of the third class (Class III) to
expire at the 2001 Annual  Meeting of  Shareholders.  At each Annual  Meeting of
Shareholders  following  such initial  classification  and  election,  directors
elected to succeed  those  directors  whose terms  expire shall be elected for a
term of office to expire at the third succeeding  Annual Meeting of Shareholders
after their election.

         Section 4 -  Vacancies:  Subject  to the  rights of the  holders of any
series  of  Preferred  Stock  then  outstanding,   newly  created  directorships
resulting  from any  increase  in the  authorized  number  of  directors  of any
vacancies  in  the  Board  of  Directors  resulting  from  death,   resignation,
retirement,  disqualification,  removal from office or other cause may be filled
only by a majority  vote of the  directors  then in office,  though  less than a
quorum.  Directors so chosen  shall hold office for a term  expiring at the next
Annual  Meeting  of  Shareholders.  No  decrease  in  the  number  of  directors
constituting  the Board of  Directors  shall  shorten the term of any  incumbent
director.

         Section 5 - Notice:  Advance notice of shareholder  nominations for the
election of directors and of business to be brought by  shareholders  before any
meeting  of the  shareholders  of the  Corporation  shall be given in the manner
provided in the Bylaws of the Corporation.

         Section 6 -  Removal  by  Shareholders:  Subject  to the  rights of the
holders of any series of Preferred Stock then outstanding,  any director, or the
entire Board of Directors,  may be removed from office at any time by a majority
of the voting power of all of the  then-outstanding  shares of capital  stock of
the Corporation entitled to vote generally in the election of directors,  voting
together as a single class.

         Section 7- Initial Board of  Directors:  The initial Board of Directors
shall consist of ten (10) members. The names and address of the persons who will
serve on the initial Board of Directors are:

                Name                                 Address
                ----                                 -------

         Frank J. Cervone                     91 Nina Lane
                                              Ponte Vedra Beach, FL 32082

         Barry W. Chandler                    1022 Seawood Drive
                                              Neptune Beach, FL 32266

         Jimmy D. Dubberly                    108 Greenwood Drive
                                              Glennville, GA 30427

         Donald F. Glisson, Jr.               2195 Osprey Point Drive
                                              Jacksonville, FL 32224

         Willard B. Nicholson, Jr.            699 Beach Avenue
                                              Atlantic Beach, FL 32233
<PAGE>
         Robin Scheiderman                    3419 Lands End Drive
                                              St. Augustine, Florida 32095

         Gordon K. Watson                     1262 Fish Hook Way
                                              Ponte Vedra Beach, FL 32082

         Conrad I. Williams                   314 12th Street
                                              Atlantic Beach, FL 32233

         M.  Michael Witherspoon              3343 Lighthouse Pointe Lane
                                              Jacksonville, FL 32250

         Dennis M. Wolfson                    9548 Waterford Road
                                              Jacksonville, FL 32257

                        ARTICLE VIII - ACQUISITION OFFERS

         The  Corporation  shall  not be  merged or  consolidated  with  another
corporation or entity and the Corporation shall not sell or otherwise dispose of
all or substantially  all of the properties or assets of the Corporation  unless
such  merger,  consolidation,  sale or  disposition  is approved by a vote of at
least 70% of the outstanding shares of common stock of the Corporation.

         The Board of Directors of the Corporation, when evaluating any offer of
another Person to: (i) make a tender or exchange  offer for any equity  security
of the  Corporation,  (ii) merge or  consolidate  the  Corporation  with another
corporation  or  entity,   or  (iii)  purchase  or  otherwise   acquire  all  or
substantially  all of the properties and assets of the  Corporation,  shall,  in
connection with the exercise of its judgment in determining  what is in the best
interest of the Corporation and its shareholders,  give due consideration to all
relevant factors including,  without limitation,  the social and economic effect
of acceptance of such offer on the  Corporation's  present and future  customers
and employees and those of its  Subsidiaries;  on the  communities  in which the
Corporation and its Subsidiaries  operate or are located;  on the ability of the
Corporation  to fulfill its  corporate  objectives  as a  financial  institution
holding company and on the ability of its subsidiary  financial  institutions to
fulfill the  objectives  of such  institutions  under  applicable  statutes  and
regulations.

                           ARTICLE VIII - INCORPORATOR

         The name and street  address of the person  signing  these  Articles of
Incorporation is:

                Name                                Address
                ----                                -------
            Sam Lester, Esq.               Igler & Dougherty, P.A.
                                           1501 Park Avenue East
                                           Tallahassee, Florida 32301

                          ARTICLE IX - INDEMNIFICATION

         The Corporation shall indemnify its directors, officers, employees, and
agents to the fullest extent permitted by Florida law.
<PAGE>
                            ARTICLE XIII - AMENDMENT

         The  Corporation  reserves  the right to amend or repeal any  provision
contained in these Articles of Incorporation in the manner prescribed by Chapter
607, Florida  Statutes,  and all rights conferred upon  shareholders are granted
subject to this reservation; however, an affirmative vote of at least 70% of the
outstanding  common stock of the Corporation shall be necessary to amend Section
6 of Article VI and Article VIII of these Articles.

         IN WITNESS  WHEREOF,  the undersigned  incorporator  has executed these
Articles of Incorporation this _____ day of _______________, 1998.

                                                    ---------------------------
                                                    Sam Lester, Esq.
                                                    Incorporator/General Counsel


<PAGE>
                          CERTIFICATE OF DESIGNATION OF
                       REGISTERED AGENT/REGISTERED OFFICE

PURSUANT  TO  THE  PROVISIONS  OF  SECTION  607.0501,   FLORIDA  STATUTES,   THE
UNDERSIGNED  CORPORATION,  ORGANIZED  UNDER  THE LAWS OF THE  STATE OF  FLORIDA,
SUBMITS THE FOLLOWING  STATEMENT IN  DESIGNATING  THE  REGISTERED THE REGISTERED
OFFICE/REGISTERED AGENT, IN THE STATE OF FLORIDA.

1.       The name of the corporation is             Atlantic BancGroup, Inc.
                                                    -----------------------


2.       The name and address of the registered agent and office is:


                             Igler & Dougherty, P.A.
                              1501 Park Avenue East
                           Tallahassee, Florida 32301

Having been named as registered  agent and to accept  service of process for the
above stated  corporation at the place designated in this certificate,  I hereby
accept the appointment as registered agent and agree to act in this capacity.  I
further  agree to comply with the  provisions  of all  statutes  relating to the
proper and complete  performance of my duties, and I am familiar with and accept
the obligations of my position as registered agent.

Igler & Dougherty, P.A.

By:   ____________________                                  _________________
      Sam Lester, Esq.                                      Date