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                                                                     EXHIBIT 3.1


                            ARTICLES OF INCORPORATION

                                       OF

                              ENB BANKSHARES, INC.


         I, the undersigned natural person of the age of eighteen (18) years or
more, acting as incorporator of a corporation under the Texas Business
Corporation Act, do hereby adopt the following Articles of Incorporation for
such corporation.

                                    ARTICLE I

         The name of the corporation is ENB Bankshares, Inc.

                                   ARTICLE II

         The period of its duration is perpetual.

                                   ARTICLE III

         The purpose for which the corporation is organized is to transact any
or all lawful business for which corporations may be incorporated under the
Texas Business Corporation Act.

                                   ARTICLE IV

         The aggregate number of shares of capital stock which the corporation
shall have the authority to issue is One Million (1,000,000) shares, all of
which shall be $5.00 par value common stock.
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                                    ARTICLE V

         The corporation will not commence business until it has received for
the issuance of its shares consideration of the value of One Thousand Dollars
($1,000.00), consisting of money, labor done, or property actually received.

                                   ARTICLE VI

         Except as may be otherwise provided by law, including but not limited
to, Article 2.41 of the Texas Business Corporation Act, as amended, no contract,
act or transaction of the corporation with any person or persons, firm, trust or
association, or any other corporation shall be affected or invalidated by the
fact that any director, officer or shareholder of this corporation is a party
to, or is interested in, such contract, act or transaction, or in any way
connected with any such person or persons, firm, trust or association, or is a
director, officer or shareholder of, or otherwise interested in, any such other
corporation, nor shall any duty to pay damages on account to this corporation be
imposed upon such director, officer or shareholder of this corporation solely by
reason of such fact, regardless of whether the vote, action or presence of any
such director, officer or shareholder may be, or may have been, necessary to
obligate this corporation on, or in connection with, such contract, act or
transaction, provided that if such vote, action or presence is, or shall have
been, necessary, such interest or connection (other than an interest as a
non-controlling shareholder of any such other corporation) be known or disclosed
to the Board of Directors of this corporation.
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                                   ARTICLE VII

         To the extent permitted by law, including but not limited to Article
2.02-1 of the Texas Business Corporation Act, as amended, each director and
officer or former director or officer or any person who has served at the
request of this corporation as a director, officer, partner, venturer,
proprietor, trustee, employee, agent or similar functionary of another
corporation, corporation, partnership, joint venture, sole proprietorship,
trust, employee benefit plan, or other business enterprise (and their heirs,
executors and administrators) (all such person(s) are hereinafter referred to as
a "Director") shall be indemnified by the corporation against judgments,
settlements and reasonable costs and expenses incurred by him in connection with
any action, suit or proceeding to which he may be made a party by reason of his
being or having been a Director. Notwithstanding any other provision herein, the
corporation shall not indemnify a Director from claims which result in a final
order assessing civil money penalties or requiring that the Director provide
restitution to the corporation. The corporation shall advance reasonable
expenses incurred by a Director against whom a claim is made prior to final
disposition of any proceeding other than a proceeding initiated by a banking
regulatory agency in connection with the assessment of civil money penalties or
an order of restitution against the Director, upon the corporation's receipt of
a written affirmation of such Director that he in good faith believes he has met
the standard of care necessary for indemnification and a written understanding
that such Director shall repay the amount of expenses advanced by the
corporation to such person or on such person's behalf if it is ultimately
determined that indemnification is not permitted. The foregoing rights of
indemnification shall not be exclusive of any other rights to which the officers
and directors may be entitled according to law.

         The corporation may, upon the affirmative vote of a majority of its
board of directors, purchase insurance to indemnify its directors, officers and
other employees to the extent that such indemnification is allowed in the
preceding paragraph. Such insurance may, but need not, be for the benefit of all
directors, officers or employees.
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         No director of the corporation shall be personally liable to the
corporation or any of its shareholders for monetary damages for an act or
omission in the director's capacity as a director, except that this Article does
not eliminate or limit the liability of a director for: (1) a breach of a
director's duty of loyalty to the corporation or its shareholders; (2) an act or
omission not in good faith or that involves intentional misconduct or a knowing
violation of the law; (3) a transaction from which a director received an
improper benefit, whether or not the benefit resulted from an action taken
within the scope of the director's office; (4) an act or omission for which the
liability of a director is expressly provided for by statute; or (5) an act
related to an unlawful stock repurchase or payment of a dividend.

                                  ARTICLE VIII

         The address of its initial registered office is 5006 Verde Valley,
Dallas, Texas 75240 and the name of its initial registered agent at such address
is Harold L. Campbell.

                                   ARTICLE IX

         The initial Board of Directors shall consist of one (1) director;
however, thereafter, the number of directors constituting the Board of Directors
shall be fixed in the manner provided in the bylaws of the corporation. The name
and address of the person who is to serve as the director of the corporation
until the first annual meeting of the shareholders or until his successor is
elected and qualified is as follows:
         Harold L. Campbell
         5006 Verde Valley
         Dallas, Texas  75240
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                                    ARTICLE X

         The name and address of the incorporator is as follows:

<TABLE>
<CAPTION>
                  NAME                               ADDRESS
                  ----                               -------
<S>               <C>                                <C>
                  Mark Haynie                        Haynie  Rake & Repass, P.C.
                                                     14651 N. Dallas Parkway
                                                     Suite 136
                                                     Dallas, Texas  75240
</TABLE>


         IN WITNESS WHEREOF, I have hereunto set my hand as of the 18th day of
May, 2000.


                                           /s/ MARK HAYNIE
                                           -------------------------
                                           Mark Haynie, Incorporator