Exhibit 3.1

                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                      COASTAL BANCSHARES ACQUISITION CORP.


     Coastal Bancshares  Acquisition Corp., a corporation organized and existing
under the General Corporation Law of the State of Delaware (the "DGCL"),  hereby
certifies as follows:

     A. This corporation was originally  incorporated on May 19, 2004,  pursuant
to the DGCL.

     B. This Amended and Restated  Certificate of  Incorporation  (the "Restated
Certificate") was duly adopted by the  Corporation's  directors and stockholders
in accordance with the applicable provisions of Sections 228, 242 and 245 of the
Delaware General Corporation Law.

     C. This Restated  Certificate  restates,  integrates and further amends the
provisions of the Certificate of Incorporation  of the  Corporation,  as amended
through the date hereof.

The text of the  Certificate  of  Incorporation  of the  Corporation  is  hereby
amended and restated in its entirety to read as follows:

     FIRST. The name of the corporation is Coastal Bancshares Acquisition Corp.

     SECOND.  The address of its  registered  office in the State of Delaware is
1209 Orange Street,  Wilmington,  County of New Castle, Delaware 19801. The name
of its registered agent at such address is The Corporation Trust Company.

     THIRD.  The nature of the  business or purposes to be conducted or promoted
by the  corporation  is to  engage  in any  lawful  act or  activity  for  which
corporations may be organized under the General Corporation Law of Delaware.

     In addition to the powers and privileges  conferred upon the corporation by
law and those incidental thereto, the corporation shall possess and may exercise
all the powers and privileges  which are necessary or convenient to the conduct,
promotion or attainment of the business or purposes of the corporation.

     FOURTH.  The total number of shares of capital stock which the  Corporation
shall have authority to issue is fifty five million shares,  consisting of fifty
million  (50,000,000) shares of common stock, par value $0.01 per share ("Common
Stock"), and five million (5,000,000) shares of preferred stock, par value $0.01
per share ("Preferred Stock").

     FIFTH. The Board of Directors is hereby expressly authorized, by resolution
or resolutions from time to time adopted, to provide, out of the unissued shares
of  Preferred  Stock,  for the  issuance of the  Preferred  Stock in one or more

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classes or series. Before any shares of any such class or series are issued, the
Board of Directors  shall fix and state,  and hereby is  expressly  empowered to
fix, by resolution or resolutions, the designations,  preferences, and relative,
participating,  optional  or other  special  rights  of the  shares of each such
series, and the qualifications,  limitations or restrictions thereon, including,
but not limited to, determination of any of the following:

          (a) the  designation of such class or series,  the number of shares to
     constitute  such class or series and the stated value  thereof if different
     from the par value thereof;

          (b)  whether  the  shares of such class or series  shall  have  voting
     rights,  in addition to any voting rights  provided by law, and, if so, the
     terms of such voting  rights,  which may be full,  special or limited,  and
     whether  the shares of such class or series  shall be entitled to vote as a
     separate  class  either  alone or  together  with the shares of one or more
     other classes or series of stock;

          (c) the dividends,  if any,  payable on such class or series,  whether
     any such dividends  shall be cumulative,  and, if so, from what dates,  the
     conditions  and dates upon  which  such  dividends  shall be  payable,  the
     preference  or relation  that such  dividends  shall bear to the  dividends
     payable  on any shares of stock of any other  class or any other  series of
     the same class;

          (d)  whether  the shares of such  class or series  shall be subject to
     redemption by the Corporation at its option or at the option of the holders
     of such shares or upon the happening of a specified event,  and, if so, the
     times, prices and other terms, conditions and manner of such redemption;

          (e) the  preferences,  if any, and the amount or amounts  payable upon
     shares of such series upon,  and the rights of the holders of such class or
     series in, the voluntary or involuntary liquidation, dissolution or winding
     up, or upon any distribution of the assets, of the Corporation;

          (f) whether the shares of such class or series shall be subject to the
     operation  of a  retirement  or sinking  fund and, if so, the extent to and
     manner in which any such retirement or sinking fund shall be applied to the
     purchase or redemption of the shares of such class or series for retirement
     or other  corporate  purposes and the terms and provisions  relative to the
     operation thereof;

          (g)  whether the shares of such class or series  shall be  convertible
     into,  or  exchangeable  for,  at the  option of either  the  holder or the
     Corporation or upon the happening of a specified event,  shares of stock of
     any other class or any other series of the same class or any other class or
     classes of  securities  or property  and, if so, the price or prices or the
     rate or  rates  of  conversion  or  exchange  and the  method,  if any,  of
     adjusting  the same,  and any other terms and  conditions  of conversion or
     exchange;

          (h) the  limitations and  restrictions,  if any, to be effective while
     any  shares of such class or series are  outstanding,  upon the  payment of

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     dividends or the making of other  distributions  on, and upon the purchase,
     redemption or other  acquisition by the Corporation of, the Common Stock or
     shares of stock of any other class or any other series of the same class;

          (i) the  conditions  or  restrictions,  if any,  upon the  creation of
     indebtedness of the Corporation or upon the issue of any additional  stock,
     including  additional  shares of such series or of any other  series of the
     same class or of any other class; and

          (j)  any  other  powers,  preferences  and  relative,   participating,
     optional and other special rights, and any qualifications,  limitations and
     restrictions thereof.

     The powers,  preferences  and relative,  participating,  optional and other
special   rights  of  each  class  or  series  of  Preferred   Stock,   and  the
qualifications,  limitations and restrictions  thereof,  if any, may differ from
those of any and all other classes or series at any time outstanding. All shares
of any one series of Preferred Stock shall be identical in all respects with all
other  shares of such  series,  except that  shares of any one series  issued at
different times may differ as to the dates from which dividends thereof shall be
cumulative.  The Board of  Directors  may  increase  the number of shares of the
Preferred  Stock  designated  for any  existing  class or series by a resolution
adding to such class or series  authorized and unissued  shares of the Preferred
Stock not designated  for any other class or series.  The Board of Directors may
decrease the number of shares of  Preferred  Stock  designated  for any existing
class or series by a resolution  subtracting  from such class or series unissued
shares of the  Preferred  Stock  designated  for such class or  series,  and the
shares so subtracted shall become authorized,  unissued, and undesignated shares
of the Preferred Stock.

     SIXTH.  The  following  provisions  (A) through (E) shall apply  during the
period  commencing  upon the filing of this  Certificate  of  Incorporation  and
terminating upon the consummation of any "Business  Combination," and may not be
amended  prior to the  consummation  of any  Business  Combination.  A "Business
Combination"  shall mean the acquisition by the Corporation,  whether by merger,
capital  stock  exchange,  asset or stock  acquisition  or other similar type of
transaction,  of a company ("Target Business") which is an operating business in
the banking industry.

     A. Prior to the consummation of any Business  Combination,  the Corporation
shall  submit  such  Business  Combination  to  its  stockholders  for  approval
regardless of whether the Business Combination is of a type which normally would
require such  stockholder  approval under the GCL. In the event that the holders
of a majority  of the  outstanding  Voting  Stock vote for the  approval  of the
Business  Combination,  the  Corporation  shall be authorized to consummate  the
Business  Combination;  provided that the  Corporation  shall not consummate any
Business  Combination  if 20% or more in  interest  of the holders of IPO Shares
(defined below) exercise their conversion rights described in paragraph B below.

     B. Prior to the  consummation  of any Business  Combination the Corporation
shall not  designate or issue shares of the  Preferred  Stock  without the prior
written consent of the managing underwriter of the IPO (as defined below).

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     C. In the event that a Business  Combination is approved in accordance with
the above paragraph A and is consummated by the Corporation,  any stockholder of
the  Corporation  holding  shares of Common  Stock issued to persons who are not
officers, directors or ten percent or greater stockholders of the Corporation or
the  affiliates  of any of them in the  Corporation's  initial  public  offering
("IPO")  of  securities  (the "IPO  Shares")  who  voted  against  the  Business
Combination  may,  contemporaneous  with such vote,  demand that the Corporation
convert his IPO Shares into cash. If so demanded,  the Corporation shall convert
such shares at a per share conversion price equal to the quotient  determined by
dividing  (i) the amount in the Trust Fund (as defined  below)  inclusive of any
interest  thereon,  as of the  record  date for  determination  of  stockholders
entitled to vote on the  Business  Combination,  by (ii) the total number of IPO
Shares  held by the such  holder.  "Trust  Fund"  shall  mean the trust  account
established by the  Corporation at the  consummation of its IPO and into which a
certain amount of the net proceeds of the IPO are deposited.

     D. In the  event  that the  Corporation  does  not  consummate  a  Business
Combination by the later of (i) 18 months after the  consummation  of the IPO or
(ii) 24 months  after the  consummation  of the IPO in the event  that  either a
letter of intent,  an  agreement  in  principle  or a  definitive  agreement  to
complete a Business Combination was executed but was not consummated within such
18 month period (such later date being referred to as the  "Termination  Date"),
the officers of the Corporation shall take all such action necessary to dissolve
and liquidate the Corporation  within sixty days of the Termination Date. In the
event that the Corporation is so dissolved and  liquidated,  only the holders of
IPO Shares  shall be  entitled  to  receive  liquidating  distributions  and the
Corporation  shall pay no  liquidating  distributions  with respect to any other
shares of capital stock of the Corporation.

     D. A holder of IPO Shares shall be entitled to receive  distributions  from
the Trust Fund only in the event of a liquidation  of the  Corporation or in the
event he demands conversion of his shares in accordance with paragraph B, above.
In no  other  circumstances  shall a holder  of IPO  Shares  have  any  right or
interest of any kind in or to the Trust Fund.

     E. The Board of  Directors  shall be divided into three  classes:  Class A,
Class B and Class C. The number of  directors  in each class  shall be as nearly
equal as possible.  At the first election of directors by the initial  director,
the initial  director  shall elect a Class C director for a term expiring at the
Corporation's  third Annual Meeting of Stockholders.  The Class C director shall
then elect additional  Class A, Class B and Class C directors.  The directors in
Class A shall be elected  for a term  expiring  at the first  Annual  Meeting of
Stockholders,  the  directors in Class B shall be elected for a term expiring at
the second Annual Meeting of Stockholders  and the directors in Class C shall be
elected  for a term  expiring  at the  third  Annual  Meeting  of  Stockholders.
Commencing  at the first  Annual  Meeting of  Stockholders,  and at each  annual
meeting  thereafter,  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  stockholders  after  their  election.  Except as the GCL may
otherwise  require,  in the interim  between annual  meetings of stockholders or
special meetings of stockholders called for the election of directors and/or the
removal  of one or  more  directors  and  the  filling  of any  vacancy  in that
connection,  newly  created  directorships  and any  vacancies  in the  Board of
Directors,  including unfilled vacancies resulting from the removal of directors
for cause,  may be filled by the vote of a majority of the  remaining  directors

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then in office,  although  less than a quorum (as  defined in the  Corporation's
Bylaws),  or by the sole  remaining  director.  All directors  shall hold office
until  the  expiration  of their  respective  terms of office  and  until  their
successors  shall have been elected and qualified.  A director elected to fill a
vacancy  resulting  from the death,  resignation  or removal of a director shall
serve  for  the  remainder  of the  full  term  of  the  director  whose  death,
resignation  or removal  shall have created such vacancy and until his successor
shall have been elected and qualified.

     SEVENTH.  The name and  mailing  address of the  incorporator  is Monica A.
Knake, 1445 Ross Avenue, Suite 3200, Dallas, Texas 75202.

     EIGHTH.  The name and mailing  address of the person who is to serve as the
initial director of the corporation pursuant to the terms set forth herein is:

             Cary M. Grossman                 9821 Katy Freeway
                                              Suite 500
                                              Houston, TX 77024

     Elections  of  directors  need not be by ballot  unless  the  bylaws of the
corporation shall so provide.

     NINTH.  The  original  bylaws of the  corporation  shall be  adopted in any
manner provided by law. Thereafter,  the bylaws of the corporation may from time
to time be altered,  amended or repealed,  or new bylaws may be adopted,  by the
Board of  Directors  or by  holders  of the  outstanding  shares of stock of the
corporation entitled to vote.

     TENTH. The corporation may agree to the terms and conditions upon which any
director,  officer,  employee or agent accepts his office or position and in its
bylaws,  by contract or in any other manner may agree to  indemnify  and protect
any director,  officer, employee or agent of the corporation,  or any person who
serves at the request of the  corporation  as a director,  officer,  employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise, to the extent permitted by the laws of the State of Delaware.

     ELEVENTH.  A  director  of  the  corporation  shall  not be  liable  to the
corporation  or its  stockholders  for monetary  damages for breach of fiduciary
duty as a  director,  except to the extent  such  exemption  from  liability  or
limitation  thereof is not permitted  under the General  Corporation  Law of the
State of Delaware as the same exists or may hereafter be amended.  Any repeal or
modification of the foregoing  sentence shall not adversely  affect any right or
protection of a director of the corporation  existing  hereunder with respect to
any act or omission occurring prior to such repeal or modification.

     TWELFTH.  The  corporation  shall,  to the fullest extent  permitted by the
General  Corporation  Law of  Delaware as the same  exists or may  hereafter  be
amended,  indemnify  any and all  persons  who it shall have power to  indemnify
under such law from and  against  any and all of the  expenses,  liabilities  or
other matters  referred to in or covered by such law,  and, in addition,  to the
extent   permitted  under  any  bylaw,   agreement,   vote  of  stockholders  or
disinterested  directors  or  otherwise,  both as to action in his  director  or
officer capacity and as to action in another capacity while holding such office,

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and shall  continue  as to a person  who has ceased to be a  director,  officer,
employee  or agent and shall inure to the  benefit of the heirs,  executors  and
administrators of such a person.

     THIRTEENTH.  Except as set forth in Article Sixth hereof,  the  corporation
reserves the right to amend,  alter, change or repeal any provision contained in
this certificate of incorporation,  in the manner now or hereafter prescribed by
statute,  and all rights conferred upon stockholders  herein are granted subject
to this reservation.






























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     IN WITNESS  WHEREOF,  the  Corporation  has caused this  certificate  to be
executed this 13th day of August, 2004.


                                                 /s/ Cary M. Grossman
                                                 -----------------------------
                                                 Cary M. Grossman
                                                 Co-Chief Executive Officer
































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