Exhibit 3.1
                                                                John T. Campbell
                                                              Secretary of State
                                                                           Filed
                                                                    May 15, 1987

                            ARTICLES OF INCORPORATION
                                       of
                            ComSouth Bankshares, Inc.

         The undersigned incorporator, being more than eighteen years of age and
desiring to form a  corporation  under the laws of the State of South  Carolina,
declares that:
         1.       The name of the proposed corporation is ComSouth Bankshares,
Inc.
         2.  The  initial  registered  office  of the  corporation  is  502  SCN
Building, 1401 Main Street, in the City of Columbia, County of Richland, and the
State of South Carolina;  and the name of its initial  registered  agent at such
address is Douglas T. Yeates.
         3. The period of duration of the corporation shall be perpetual. 4. The
         corporation is authorized to issue 1,000,000 shares of
common  stock with a par value of $1.00 per share.  Holders of such shares shall
have no preemptive  rights to buy or acquire from the  corporation any shares of
the corporation or any options or rights to purchase such shares.
         5.       The total amount of authorized capital stock is $1,000,000.
         6.       (a)      The affirmative vote of the shareholders required for
authorization of distributions from capital surplus pursuant to Section 33-9-170
of the South Carolina Business Corporation Act shall be a majority of the shares
entitled to vote under that Section.
                  (b) The  corporation  is authorized to purchase its own shares
out of unreserved and unrestricted  earned surplus available  therefor and/or to
the extent of unreserved and unrestricted capital surplus available therefor.

                  (c) The  affirmative  vote  of the  shareholders  required  to
approval of  reduction  of stated  capital  pursuant to Section  33-9-220 of the
South  Carolina  Business  Corporation  Act shall be a  majority  of the  shares
entitled to vote under that Section.
                  (d)  There  shall  be no  right of  cumulative  voting  in the
election of directors.
         7. The number of directors  constituting the initial board of directors
of the  corporation is six, and the name and addresses of the persons who are to
serve as directors until the first annual meeting of shareholders or until their
successors are elected and qualify are:

                  Name                                  Address
                  ----                                  -------
         Carl H. Almond            10 Sunturf Circle, Columbia, SC 29223
         James E. Finley           1043 Buena Road, Lake Forest, IL 60045
         Joel E. Gottlieb          6230 Lakeshore Drive, Columbia, SC 29206
         Robert M. Hancock         35 Lakeview Circle, Columbia, SC 29223
         Douglas T. Yeates         101 Rock Springs Road, Columbia, SC 29223
         Donald H. Burkett         123 Lloydwood Drive, West Columbia, SC 29169

         8. The general  nature of the  business  for which the  corporation  is
organized  is to  engage in  business  as a  one-bank  holding  company  or as a
multi-bank  holding  company;  to buy,  sell,  lease,  develop  and deal in real
property and personal property of every type and kind; to engage in the business
of providing  services of all types; and to engage in such other lawful types of
business as the board of directors of the  corporation  may,  from time to time,
deem advisable.
         9.       The name and address of each incorporator is:
                  Name                                           Address
                  ----                                           -------
         Douglas T. Yeates            Post Office Box 11671, Columbia, SC 29211

                                              s/Douglas T. Yeates
Date:  May 15, 1987                           -------------------------------
                                              Douglas T. Yeates, Incorporator

                                       -1-

<PAGE>

STATE OF SOUTH CAROLINA                     )
                                            :
COUNTY OF RICHLAND                          )

         The undersigned,  Douglas T. Yeates, does hereby certify that he is the
incorporator  of ComSouth  Bankshares,  Inc.,  and is authorized to execute this
verification;  that the undersigned does hereby further certify that he has read
the foregoing  document,  understands  the meaning and purpose of the statements
therein  contained  and the same are  true to the  best of his  information  and
belief.




                                                    s/Douglas T. Yeates
                                                    ---------------------------
                                                    Douglas T. Yeates


         I, Michael Todd Smith, an attorney licensed to practice in the State of
South  Carolina,   certifies  that  the   corporation,   to  whose  Articles  of
Incorporation  this certificate is attached,  has complied with the requirements
of Chapter 7 of the South Carolina  Business  Corporation  Act,  relating to the
organization  of  corporations,  and  that in my  opinion,  the  corporation  is
organized for a lawful purpose.



                                                   s/Michael Todd Smith
                                                   ----------------------------
                                                   Michael Todd Smith
Date:  May 15, 1987                                Gottlieb, Smith & Boyle, P.A.
                                                   Post Office Box 51
                                                   Columbia, SC 29202




                                      -2-

<PAGE>
                                                              John T. Campbell
                                                             Secretary of State
                                                                    Filed
                                                                July 7, 1989
                             STATE OF SOUTH CAROLINA
                               SECRETARY OF STATE

                              ARTICLES OF AMENDMENT

     Pursuant to Section  3-10-106 of the 1976 South  Carolina Code, as amended,
the undersigned  corporation  adopts the following  Articles of Amendment to its
Articles of Incorporation:

                                            ComSouth Bankshares, Inc.
1.   The name of the corporation.-----------------------------------------------

         April 18, 1989 and May 25, 1989
2.   On----------------------------------, the corporation adopted the following
     Amendment(s) of its Articles of Incorporation:

     (Type or attach the complete text of Each Amendment)

     1.  Text of Shareholders Amendment Attachment 1

     2.  Text of Director Amendment Attachment 2

3.   The  manner,  if not set forth in the  amendment,  in which  any  exchange,
     reclassification,  or  cancellation  of issued  shares  provided for in the
     Amendment shall be effected, is as follows: (if not applicable, insert "not
     applicable" or "NA"). N/A

4. Complete either a or b, whichever is applicable.

     a. [ ]    Amendment(s) adopted by shareholder action. As to Attachment 1.

               At  the  date  of  adoption  of  the  amendment,  the  number  of
               outstanding   shares  of  each  voting  group  entitled  to  vote
               separately on the Amendment, and the vote of such shares was:
<TABLE>
<CAPTION>
                            Number of         Number of      Number of            Number of
                            out-              Votes          Shares               Undisputed*
         Voting             standing          Entitled       Represented          Shares Voted
         Group              Shares            to be Cast     at the meeting       For   Against
<S>                         <C>               <C>            <C>                  <C>        <C>
         Common Stock       659,560           659,560        553,565              553,265    300
</TABLE>

     b.[x]     The amendment(s)  was duly adopted by the  incorporators or board
               of directors  without  shareholder  approval  pursuant to Section
               33-6-102(d),  33-10-102 and 33-10-105 of the 1976 South  Carolina
               Code as amended, and shareholder action was not required.

                  As to Attachment 2.

5.   Unless a delayed date is specified, the effective date of these Articles of
     Amendments  shall be the date of acceptance  for filing by the Secretary of
     State.

                                            ComSouth Bankshares, Inc.
DATE:  July 6, 1989                         ------------------------------------
                                            (Name of Corporation)

                                                   s/Jerry Shearer
                                              By:-------------------------------
                                                       (Signature)

                                             Jerry Shearer, Secretary
                                             -----------------------------------
                                             (Type or Print Name and Office)

*NOTE:    Pursuant to Section 33-10-106(6)(i), the corporation can alternatively
          state the total number of votes cast for and against the  amendment by
          each voting group entitled to vote  separately on the amendment or the
          total number of undisputed votes cast for the amendment by each voting
          group together with a statement that the number cast for the amendment
          by each voting group was sufficient for approval by that voting group.

                                      -3-
<PAGE>
                              CORPORATE RESOLUTIONS

     RESOLVED,  that the  Corporation  issue up to 800,000  shares of  preferred
stock to raise capital to acquire the Bank of Charleston,  National  Association
(in organization),  the rights of such preferred stock to be set by the Board of
Directors at a later date; and, further

     RESOLVED,  that the Corporation file a Registration  Statement  relating to
such stock with the Securities and Exchange Commission; and, further

     RESOLVED,  that Douglas T. Yeates and H. Jerry Shearer, be, and hereby are,
authorized  and directed to take all steps  necessary  and proper to prepare the
Registration  Statement relating to the 800,000 shares of preferred stock and to
file such  Registration  Statement with the Securities and Exchange  Commission;
and, further

     RESOLVED,  that the Corporation  enter into an underwriting  agreement with
Atlanta Securities and Investments,  Inc. relating to sale of the 800,000 shares
of  preferred  stock,  and that  Douglas T. Yeates and H. Jerry  Shearer be, and
hereby are,  authorized  and directed to take all steps  necessary and proper to
negotiate and execute such agreement.

     Whereas,  at its meeting on May 25, 1989, the Board authorized  issuance of
800,000 shares of preferred stock of the Corporation, the terms of which were to
be set at a later date.

     Now therefore,  be it resolved,  that the relative rights,  preferences and
limitations of the 800,000 shares of preferred stock  authorized for issuance on
may 25, 1989, be, and hereby are, as follow:

     (1)  Designation  of series:  The  preferred  stock,  the relative  rights,
preferences  and  limitations  of which are set hereby,  shall be  designated as
"Preferred Stock, Bank of Charleston Series."

     (2) Voting rights:  Each share of the Preferred  Stock,  Bank of Charleston
Series,  shall  have the same  voting  rights as one share of the  Corporation's
common stock.

     (3)  Dividend  rights and policy:  Each share of Preferred  Stock,  Bank of
Charleston  Series,  shall be entitled to share equally in such dividends as the
Board of  Directors  may  declare on the  Preferred  Stock,  Bank of  Charleston
Series,  from  sources  legally  available   therefor.   The  determination  and
declaration  of dividends  shall,  however,  remain within the discretion of the
Board of Directors.  The Preferred Stock, Bank of Charleston Series,  shall also
receive the same cash  dividend  per share,  if any, as the common  stock of the
Corporation.

     (4)  Distributions of common stock: The Corporation will annually for three
years make a common stock distribution of one share of its common stock for each
twenty shares of Preferred Stock, Bank of Charleston  Series.  Any of such stock
distributions  which would otherwise result in fractional  shares may be paid in
cash or scrip at the option of the president and chief financial  officer of the
Corporation.  The amount of stock distribution shall be subject to adjustment to
reflect the effect of stock  splits or stock  distributions  on the common stock
subsequent to July 15, 1989, which are, in the aggregate, in excess of 5%.

     (5)  Liquidation:  Upon liquidation of the Corporation the Preferred Stock,
Bank of Charleston Series,  shall be entitled to a liquidation  preference of up
to $11.00 per share as to distribution of assets.

     (6)  Conversion  to  common  stock:  On  July  1,  1992,  the  preferences,
limitations  and relative  rights of the  Preferred  Stock,  Bank of  Charleston
Series  shall be  identical  to  those of the  common  stock  and each  share of
Preferred Stock, Bank of Charleston  Series,  shall thereafter be treated as one
share of common stock in all respects. No action on the part of the shareholders
or the corporation will be required to effect such conversion. In the event of a
stock split or  dividend of common  stock  after July 15,  1989,  which,  in the
aggregate,  exceeds 5% of the common stock, each holder of Preferred Stock, Bank
of Charleston  Series,  of record on July 1, 1992, shall receive such additional
shares of common stock as shall be  necessary  to  eliminate  the effect of such
splits or dividends.

                                       -4-

<PAGE>
                                                             John T. Campbell
                                                            Secretary of State
                                                                   Filed
                                                              July 18, 1989
                             STATE OF SOUTH CAROLINA
                               SECRETARY OF STATE

                              ARTICLES OF AMENDMENT

     Pursuant to Section  3-10-106 of the 1976 South  Carolina Code, as amended,
the undersigned  corporation  adopts the following  Articles of Amendment to its
Articles of Incorporation:

                                            ComSouth Bankshares, Inc.
1.   The name of the corporation is--------------------------------------------.

         April 18, 1989 and May 25, 1989
2.   On -------------------------------- , the corporation adopted the following
     Amendment(s) of its Articles of Incorporation:

     (Type or attach the complete text of Each Amendment)

     1.  Text of Shareholders Amendment-Attachment 1

     2.  Text of Director Amendment-Attachment 2

3.   The  manner,  if not set forth in the  amendment,  in which  any  exchange,
     reclassification,  or  cancellation  of issued  shares  provided for in the
     Amendment shall be effected, is as follows: (if not applicable, insert "not
     applicable" or "NA"). N/A

4. Complete either a or b, whichever is applicable.

     a.  [ ]    Amendment(s) adopted by shareholder action.  As to Attachment 1.

         At the date of adoption  of the  amendment,  the number of  outstanding
         shares  of  each  voting  group  entitled  to  vote  separately  on the
         Amendment, and the vote of such shares was:
<TABLE>
<CAPTION>
                                     Number of              Number of          Number of                Number of
                                     out-                   Votes              Shares                   Undisputed*
                  Voting             standing               Entitled           Represented              Shares Voted
                  Group               Shares                to be Cast         at the meeting           For   Against
<S>                                  <C>                    <C>                <C>                      <C>        <C>
                  Common Stock       659,560                659,560            553,565                  553,265    300
</TABLE>

     b.   [x]     The  amendment(s)  was  duly adopted  by the  Incorporators or
                  board of directors  without  shareholder  approval pursuant to
                  Sections  33-6-102(d),  33-10-102  and  33-10-105  of the 1976
                  South Carolina Code as amended, and shareholder action was not
                  required.

                  As to Attachment 2.

5.   Unless a delayed date is specified, the effective date of these Articles of
     Amendments  shall be the date of acceptance  for filing by the Secretary of
     State.

                                     COMSOUTH BANKSHARES, INC.
DATE:  July 18, 1989                 -------------------------------------------
                                     (Name of Corporation)

                                            s/Jerry Shearer
                                       By:--------------------------------------
                                             (Signature)

                                      Jerry Shearer, Secretary
                                      ------------------------------------------
                                      (Type or Print Name and Office)

                                       -5-
<PAGE>

                                  ATTACHMENT 1

     RESOLVED that the Articles of Incorporation be amended to read:

         The corporation is authorized to issue the following classes and number
of shares of each class of stock:

                  Common Stock - 50,000,000 shares
                  Preferred Stock - 50,000,000 shares
                  Special Stock - 50,000,000 shares

The relative  rights,  preferences  and limitations of the shares of each class,
and of each series within a class, are as follows:

         Common Stock - Shares of this class shall have unlimited  voting rights
         and shall be entitled, together with any other class having such right,
         to receive the net assets of the corporation upon dissolution.

         Preferred Stock - Shares of this class may be issued in separate series
         and the preferences,  limitations and relative rights of this class and
         any  series  within  this  class  shall be  determined  by the board of
         directors before issuance of any shares of such class or series.

         Special  Stock - Shares of this class may be issued in separate  series
         and the preferences,  limitations and relative rights of this class and
         any  series  within  this  class  shall be  determined  by the board of
         directors before issuance of any shares of such class or series.

No class of stock of the corporation shall have par value.





                                       -6-

<PAGE>



                                  ATTACHMENT 2

     Whereas,  at its meeting on May 25, 1989, the Board authorized  issuance of
800,000 shares of preferred stock of the Corporation, the terms of which were to
be set at a later date.

     Now therefore,  be it resolved,  that the relative rights,  preferences and
limitations of the 800,000 shares of preferred stock  authorized for issuance on
May 25, 1989, be, and hereby are, as follow:

     (7)  Designation  of series:  The  preferred  stock,  the relative  rights,
preferences  and  limitations  of which are set hereby,  shall be  designated as
"Preferred Stock, Bank of Charleston Series."

     (8) Voting  right:  Each share of the Preferred  Stock,  bank of Charleston
Series,  shall  have the same  voting  rights as one share of the  Corporation's
common stock.

     (9)  Dividend  rights and policy:  Each share of Preferred  Stock,  Bank of
Charleston  Series,  shall be entitled to share equally in such dividends as the
Board of  Directors  may  declare on the  Preferred  Stock,  Bank of  Charleston
Series,  from  sources  legally  available   therefor.   The  determination  and
declaration  of dividends  shall,  however,  remain within the discretion of the
Board of Directors.  The Preferred Stock, Bank of Charleston Series,  shall also
receive the same cash  dividend  per share,  if any, as the common  stock of the
Corporation.

     (10) Distributions of common stock: The Corporation will annually for three
years make a common stock distribution of one share of its common stock for each
twenty shares of Preferred Stock, Bank of Charleston  Series.  Any of such stock
distributions  which would otherwise result in fractional  shares may be paid in
cash or scrip at the option of the president and chief financial  officer of the
Corporation.  The amount of stock distribution shall be subject to adjustment to
reflect the effect of stock  splits or stock  distributions  on the common stock
subsequent to July 15, 1989, which are, in the aggregate, in excess of 5%.

     (11) Liquidation:  Upon liquidation of the Corporation the Preferred Stock,
Bank of Charleston Series,  shall be entitled to a liquidation  preference of up
to $11.00 per share as to distribution of assets.

     (12)  Conversion  to  common  stock:  On July  1,  1992,  the  preferences,
limitations  and relative  rights of the  Preferred  Stock,  Bank of  Charleston
Series  shall be  identical  to  those of the  common  stock  and each  share of
Preferred Stock, Bank of Charleston  Series,  shall thereafter be treated as one
share of common stock in all respects. No action on the part of the shareholders
or the Corporation will be required to effect such conversion. In the event of a
stock split or  dividend of common  stock  after July 15,  1989,  which,  in the
aggregate,  exceeds 5% of the common stock, each holder of Preferred Stock, Bank
of Charleston  Series,  of record on July 1, 1992, shall receive such additional
shares of common stock as shall be  necessary  to  eliminate  the effect of such
splits or dividends.

                                       -7-

<PAGE>
                                                              John T. Campbell
                                                             Secretary of State
                                                                    Filed
                                                               October 5, 1987
                             STATE OF SOUTH CAROLINA
For Use By The                  SECRETARY OF STATE
Secretary of State
File No. 87-8052               ARTICLES OF AMENDMENT

     Pursuant to Authority of Section  33-15-10 the South  Carolina Code of 1976
as  amended,  the  undersigned  Corporation  adopts the  following  Articles  of
Amendment to its Articles of Incorporation:

                                            ComSouth Bankshares, Inc.
1.   The name of the corporation is -------------------------------------------.

2.   The Registered  Office of the  Corporation  is 502 SCN Building,  1401 Main
     Street in the City of  Columbia,  County of Richland and the State of South
     Carolina and the name of the Registered Agent at such address is Douglas T.
     Yeates.

(Complete item 3 of 4 whichever is relevant)

3    a.   The following  Amendment of the Articles of Incorporation  was adopted
          by the shareholders of the Corporation on .

                               (Text of Amendment)

     b.   At the date of  adoption  of the  Amendment,  the total  number of all
          outstanding  shares of the  Corporation was . The total of such shares
          entitled to vote, and the vote of such shares was:

                         Total Number of
                         Shares Entitled               Number of Shares Voted
                             to vote                   For            Against
                             -------                   ---            -------


     c.  At the date of adoption  of the  Amendment,  the number of  outstanding
         shares of each class entitled to vote as a class on the Amendment,  and
         the vote of such shares, was: (if inapplicable, insert "none")

                                  Number of Shares        Number of Shares Voted
              Class               Entitled to vote        For            Against
              -----               ----------------        ---            -------


4.       a. Prior to the  organizational  meeting the  Corporation  and with the
         consent of the subscribers,  the following Amendment was adopted by the
         directors on September 17, 1987.

                               (Text of Amendment)

     See attached resolutions

     b. The number of withdrawals of subscribers, if such be the case is none.

     c. The  number of  Directors  are five and the  number  of  voting  for the
Amendment was none.

5.   The  manner,  if not set forth in the  Amendment,  in which  any  exchange,
     reclassification,  or  cancellation  or issued  shares  provided for in the
     Amendment shall be effected, is as follows: (if not applicable,  insert "no
     change").

     No Change

6.   The manner in which the Amendment  effects a change in the amount of stated
     capital, and amount of stated capital,  expressed in dollars, as changed by
     the Amendment, is as follows: (if not applicable, insert "no change").

     $5,000,000

                                      -8-

<PAGE>


                        ARTICLES OF AMENDMENT (Continued)




Date     October 1, 1987                             COMSOUTH BANKSHARES, INC.
     --------------------------             ------------------------------------
                                                     (Name of Corporation)





Note:    Any person signing this form, shall         s/Douglas T. Yeates
         either opposite or beneath his              ---------------------------
         signature, clearly and legibly state his    Douglas T. Yeates
         name and the capacity in which he           Director
         signs.  Must be signed in accordance
         with Section 33-1-10 of the 1976
         Code, as amended.


                                                     s/Robert Hancock
                                                     ---------------------------
                                                     Robert Hancock
                                                     Director



STATE OF SOUTH CAROLINA             )
                                    )       ss.
COUNTY OF RICHLAND                  )

     The undersigned Robert Hancock and Douglas T. Yeates do hereby certify that
they are the duly  elected and acting  Director and  Director  respectively,  of
ComSouth Bankshares, Inc. and are authorized to execute this document; that each
of the  undersigned  for himself does hereby further  certify that he signed and
was so authorized, has read the foregoing document,  understands the meaning and
purport of the statements therein contained and the same are true to the best of
his information and belief.


     Dated at Columbia, this first day of October, 1987.




                                                s/Douglas T. Yeates
                                                --------------------------------
                                                Douglas T. Yeates


                                                s/Robert Hancock
                                                --------------------------------
                                                Robert Hancock

                                      -9-

<PAGE>


     RESOLVED  that the  Articles of  Incorporation  be amended to increase  the
number of shares of common stock, $1.00 par value,  authorized to be issued to 5
million shares; and further

     RESOLVED that the Articles of  Incorporation  be amended by adding  thereto
the following provisions:

     10. Quorum.  One-third  (1/3) of the shares  entitled to vote thereat shall
constitute  a quorum at a meeting of  shareholders  for the  transaction  of any
business.

     11.  Mergers,  Consolidations,  Exchanges,  Sales of Assets or Dissolution.
With  respect to any plan of merger,  consolidation  or exchange or any plan for
the sale of all, or substantially all, the property and assets,  with or without
the good will, of the corporation or any resolution to dissolve the corporation,
which plan or resolution  shall not have been adopted by the affirmative vote of
at least 80% of the full board of  directors,  such plan or  resolution  must be
approved by the affirmative vote of holders of 80% of the outstanding  shares of
the corporation.

     12.  Classified  Board of Directors.  There shall be nine or more directors
who shall be divided  into three  classes,  each class to be as nearly  equal in
number as possible and the election and terms of directors  shall be as provided
in Section 33-13-50(a) of the South Carolina Business Corporation Act.

     13.  Nomination of  Directors.  No person shall be eligible to be elected a
director of the corporation at a meeting of shareholders  unless that person has
been  nominated  by a  shareholder  entitled  to vote at such  meeting by giving
written notice of such  nomination to the secretary of the  corporation at least
thirty days prior to the date of the meeting.

     14.  Removal of Directors.  An affirmative  vote of 80% of the  outstanding
shares  of  the  corporation  shall  be  required  to  remove  any or all of the
directors without cause.

     15.  Duty of  Directors.  When  evaluating  any  proposed  plan of  merger,
consolidation,  exchange or sale of all, or substantially  all, of the assets of
the  corporation,  the board of directors  shall  consider the  interests of the
employees  of the  corporation  and the  community or  communities  in which the
corporation  and its  subsidiaries,  if any,  do  business  in  addition  to the
interests of the corporation's shareholders.

     16. Amendment of Articles of  Incorporation.  Any amendment to the Articles
of  Incorporation  of  the  corporation  which  amends,  alters,  repeals  or is
inconsistent  with any of the  provisions  numbered 2, 3, 4, 5 or 6 above shall,
unless such amendment shall have been approved by the affirmative vote of 80% of
the full board of  directors,  not be  effective  unless it is  approved  by the
affirmative vote of 80% of the outstanding shares of the corporation.





                                      -10-

<PAGE>
                                                                  Jim Miles
                                                             Secretary of State
                                                                    Filed
                                                               October 15, 1997
                              STATE OF SOUTH CAROLINA
                               SECRETARY OF STATE
                              ARTICLES OF AMENDMENT

     Pursuant to Section  33-10-106 of the 1976 South Carolina Code, as amended,
the undersigned  corporation  adopts the following  Articles of Amendment to its
Articles of Incorporation:
                                            ComSouth Bankshares, Inc.
1.   The name of the corporation is -------------------------------------------.

         October 2, 1997
2.   On --------------------, the corporation adopted the following Amendment(s)
     of its Articles of Incorporation.

     RESOLVED,  that pursuant to a three-for-two  split of the authorized shares
     of the  Corporation's  common  stock (no par  value),  the total  number of
     authorized shares of the Corporation's common stock shall be increased from
     50,000,000 shares to 75,000,000 shares (no par value).

3.   The  manner,  if not set forth in the  amendment,  in which  any  exchange,
     reclassification,  or  cancellation  of issued  shares  provided for in the
     Amendment shall be effected, is as follows: (if not applicable, insert "not
     applicable" or "NA").

     Shareholders of record on October 15, 1997 will be issued  additional stock
     certificates  representing one additional share of the Corporation's Common
     Stock for every two shares currently held.

4. Complete either a or b, whichever is applicable.

     a.  [ ]      Amendment(s) adopted by shareholder action.

         At the date of adoption  of the  amendment,  the number of  outstanding
         shares  of  each  voting  group  entitled  to  vote  separately  on the
         Amendment, and the vote of such shares was:

<TABLE>
<CAPTION>
                                     Number of              Number of          Number of                Number of
                                     out-                   Votes              Shares                   Undisputed*
                  Voting             standing               Entitled           Represented              Shares Voted
                  Group               Shares                to be Cast         at the meeting           For   Against
<S>              <C>                <C>                     <C>               <C>                       <C>      <C>
</TABLE>

     b.  [x]      x The  amendment(s)  was duly adopted by the  Incorporators or
                  board of directors  without  shareholder  approval pursuant to
                  Sections  33-6-102(d),  33-10-102  and  33-10-105  of the 1976
                  South Carolina Code as amended, and shareholder action was not
                  required.

5.   Unless a delayed date is specified, the effective date of these Articles of
     Amendments  shall be the date of acceptance  for filing by the Secretary of
     State (See Section 33-1-230(b)) Effective October 30, 1997.

                                     COMSOUTH BANKSHARES, INC.
DATE:  October 15, 1997              -------------------------------------------
                                     (Name of Corporation)

                                          s/Harry R. Brown
                                       By:--------------------------------------
                                              (Signature)
                                      Harry R. Brown, Chief Financial Officer

*NOTE:         Pursuant  to  Section   33-10-106(6)(i),   the   corporation  can
               alternatively  state  the  total  number  of  votes  cast for and
               against  the  amendment  by each  voting  group  entitled to vote
               separately  on the  amendment or the total  number of  undisputed
               votes cast for the amendment by each voting group together with a
               statement  that the number cast for the  amendment by each voting
               group was sufficient for approval by that voting group.

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