Exhibit 3.1


                                    RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                                VSB BANCORP, INC.

           Under Section 807 of the New York Business Corporation Law
           ----------------------------------------------------------


           THE UNDERSIGNED, being duly authorized officers of VSB Bancorp, Inc.,
a corporation formed under the New York Business Corporation Law, certify that
the certificate of incorporation of the Corporation is hereby restated in full
without amendment. In accordance with the requirements of the New York Business
Corporation Law, VSB Bancorp, Inc. states as follows:

1.  The name of the corporation is VSB Bancorp, Inc., which is the same name as
the name under which it was formed.

2.  The certificate of incorporation was filed on January 27, 2003.

The text of the certificate of incorporation is hereby restated without
amendment or change to read in full as follows:

FIRST: The name of the corporation is:

                                VSB Bancorp, Inc.

SECOND: The purpose for which it is formed is as follows:

To engage in any lawful act or activity for which corporations may be organized
under the Business Corporation Law, provided, however, that the corporation is
not formed to engage in any act or activity requiring the consent or approval of
any state official, department, board, agency or other body without first
obtaining the consent of such body.


THIRD: The office of the corporation in the State of New York is to be located
in the County of Richmond.

FOURTH: The aggregate number of shares which the corporation shall have the
authority to issue is three million (3,000,000) shares, all of which shall have
a par value of $0.0001 per share.

FIFTH: The Secretary of State is designated as the agent of the corporation upon
whom process against the corporation may be served, and the address to which the
Secretary of State shall mail a copy of any process against the corporation
served upon him is c/o the Corporation at 3155 Amboy Road, Staten Island, New
York 10306.

SIXTH: A director of the corporation shall not be personally liable to the
corporation or its shareholders for damages for any breach of duty in his or her
capacity as a director, provided, however, that this Paragraph SIXTH shall not
eliminate or limit liability for any act or omission described in Sections
402(b)(1) and 402(b)(2) of the New York Business Corporations Law.


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This Restated Certificate of Incorporation was approved the Board of Directors
and by a majority of the outstanding shares entitled to vote.

         IN WITNESS WHEREOF, this Restated Certificate of Incorporation has been
signed this 26th day of March, 2003, by the undersigned, who affirm that the
statements made herein are true under the penalties of perjury.



/s/ Merton Corn                                  /s/ Joan Nerlino
-----------------------------                    -------------------------------
Merton Corn, President                           Joan Nerlino Caddell, Secretary
3155 Amboy Road                                  3155 Amboy Road
Staten Island, New York 10306                    Staten Island, New York 10306