Exhibit 3.1

                              ARTICLES OF AMENDMENT

                                       OF

                          OCONEE FINANCIAL CORPORATION

                                       I.

         The name of the corporation is Oconee Financial Corporation. The
corporation was incorporated on August 27, 1998. (Control Number K832088)

                                       2.

         The Articles of Incorporation are amended by deleting Article IV in its
entirety and inserting in lieu thereof the following:

                                       "IV

         The Corporation shall have authority to issue 1,500,000 shares of
common stock, $2.00 par value (the "Common Stock"). The Common Stock shall
together have unlimited voting rights and be entitled to receive the net assets
of Corporation upon dissolution."

                                       3.

         The amendment was duly adopted by written consent of the board of
directors on April 16, 2001. Pursuant to O.C.G.A. ss.14-2-1002 shareholder
action with respect to the amendment was not required.

         IN WITNESS WHEREOF, the undersigned has executed these Articles of
Amendment to the Articles of Incorporation of Oconee Financial Corporation this
16th day of April, 2001.



                                         OCONEE FINANCIAL CORPORATION


                                         By:  /s/ B. Amrey Harden
                                         Name: B. AMREY HARDEN
                                         Title:  PRESIDENT & CEO


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                            ARTICLES OF INCORPORATION

                                       OF

                          OCONEE FINANCIAL CORPORATION

                                       I.

         The name of the corporation is Oconee Financial Corporation (the
"Corporation").

                                       II.

         The Corporation is organized pursuant to the provisions of the Georgia
Business Corporation Code (the "Code").

                                      III.

         The Corporation is a corporation for profit and is organized for the
following general purposes: to be a bank holding company; to carry on any lawful
businesses or activities relating thereto; and to engage in any lawful act or
activity for which Corporations may be organized under the Georgia Business
Corporation Code.

                                       IV.

         The Corporation shall have authority to issue 300,000 shares of common
stock, $10.00 par value (the "Common Stock"). The Common Stock shall together
have unlimited voting rights and be entitled to receive the net assets of the
Corporation upon dissolution.

                                       V.

         The Corporation shall issue shares, option rights, or securities having
conversion or option rights by first offering them to shareholders of the same
class in proportion to their holdings of shares of such class. No holder of
shares of any class shall have any preemptive right with respect to shares of
any other class which may be issued or sold by the corporation. The holders of
shares entitled to the preemptive rights shall be given prompt notice setting
forth the time within which and the terms and conditions upon which such
shareholders may exercise their preemptive rights. Such notice shall be given at
least thirty (30) days prior to the expiration of the period during which the
rights may be exercised.

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         There shall be no preemptive right to (i) shares issued as a share
dividend; (ii) fractional shares; (iii) shares issued pursuant to employee stock
option or purchase plans; (iv) shares issued pursuant to acquisitions of
substantially all of the assets of a corporation; (v) shares released by waiver
from their preemptive right by the affirmative vote or written consent of the
holders of two-thirds of the shares of the class to be issued and (vi) shares
which have been offered to shareholders to satisfy their preemptive right but
not purchased by them within the prescribed time and which are thereafter issued
or sold to any other person or persons at the price not less than the price at
which they were offered to such shareholders.

                                       VI.

         The street address and county of the Corporation's initial registered
office shall be 35 North Main Street, Watkinsville, Georgia. The initial
registered agent of the Corporation at that office shall be Jerry K. Wages.

                                      VII.

         The name and address of the sole incorporator is:

                                F. Sheffield Hale
                        1100 Peachtree Street, Suite 2800
                             Atlanta, Georgia 30309

                                      VIII.

         The mailing address of the initial principal office of the Corporation
shall be:

                              35 North Main Street
                        Watkinsville, Georgia 30677-0205

         IN WITNESS WHEREOF, the undersigned has executed these Articles of
Incorporation as of this 27th day of August, 1998.


                                               /S/ F. SHEFFIELD HALE
                                               F. Sheffield Hale, Incorporator