**EXHIBIT
      3.1**





**ARTICLES
      OF INCORPORATION**


**OF**


**ES
      BANCSHARES, INC.**




The
      undersigned, Kip A. Weissman, whose address is 5335 Wisconsin Avenue, N.W.,
      Suite 400, Washington, DC 20015, being at least eighteen years of age, acting
      as
      incorporator, does hereby form a corporation under the general laws of the
      State
      of Maryland, having the following Articles of Incorporation (the
“Articles”):




**ARTICLE 1.   
      Name.** The
      name
      of the corporation is ES Bancshares, Inc. (herein the
“Corporation”).




**ARTICLE 2.    Principal
      Office.** The
      address of the principal office of the Corporation in the State of Maryland
      is
      c/o CSC-Lawyers Incorporating Service Company, 11 East Chase Street, Baltimore,
      Maryland 21202.




**ARTICLE 3.   
      Purpose.** The
      purpose for which the Corporation is formed is to engage in any lawful act
      or
      activity for which corporations may be organized under the general laws of
      the
      State of Maryland as now or hereafter in force.




**ARTICLE 4.    Resident
      Agent.** The
      name
      and address of the registered agent of the Corporation in the State of Maryland
      is CSC-Lawyers Incorporating Service Company, 11 East Chase Street, Baltimore,
      Maryland 21202. Said resident agent is a Maryland corporation.




**ARTICLE 5.**




**A.**  **Capital
      Stock.** The
      total
      number of shares of capital stock of all classes which the Corporation has
      authority to issue is ten million (10,000,000) shares, consisting
      of:




1.  Five
      million (5,000,000) shares of preferred stock, par value one cent ($0.01) per
      share (the “Preferred Stock”); and




2.  Five
      million (5,000,000) shares of common stock, par value one cent ($0.01) per
      share
      (the “Common Stock”).




The
      aggregate par value of all the authorized shares of capital stock is one hundred
      thousand dollars ($100,000). Except to the extent required by governing law,
      rule or regulation, the shares of capital stock may be issued from time to
      time
      by the Board of Directors without further approval of the stockholders of the
      Corporation. The Corporation shall have the authority to purchase its capital
      stock out of funds lawfully available therefor which funds shall include,
      without limitation, the Corporation’s unreserved and unrestricted capital
      surplus.




**B.**  **Common
      Stock.** Except
      as
      provided under the terms of any series of Preferred Stock, the exclusive voting
      power shall be vested in the Common Stock, the holders thereof being entitled
      to
      one vote for each share of such Common Stock standing in the holder’s name on
      the books of the Corporation. Subject to any rights and preferences of any
      series of Preferred Stock, holders of Common Stock shall be entitled to such
      dividends as may be declared by the Board of Directors out of funds lawfully
      available therefor. Upon any liquidation, dissolution or




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winding
      up of the affairs of the Corporation, whether voluntary or involuntary, holders
      of Common Stock shall be entitled to receive pro rata the remaining assets
      of
      the Corporation after payment or provision for payment of all debts and
      liabilities of the Corporation and payment or provision for payment of any
      amounts owed to the holders of any series of Preferred Stock having preference
      over the Common Stock on distributions on liquidation, dissolution or winding
      up
      of the Corporation.




**C.**  **Preferred
      Stock.** The
      Board
      of Directors is hereby expressly authorized, subject to any limitations
      prescribed by law, to provide for the issuance of the shares of Preferred Stock
      in series, to establish from time to time the number of shares to be included
      in
      each such series, and to fix the designation, powers, preferences and rights
      of
      the shares of each such series and any qualifications, limitations or
      restrictions thereof. The number of authorized shares of the Preferred Stock
      may
      be increased or decreased (but not below the number of shares thereof then
      outstanding) by the affirmative vote of the holders of a majority of the Common
      Stock, without a vote of the holders of the Preferred Stock, or of any series
      thereof, unless a vote of any such holders is required by law or pursuant to
      the
      terms of such Preferred Stock.




**ARTICLE 6.   
      Preemptive Rights.** No
      holder
      of the capital stock of the Corporation or series of stock or of options,
      warrants or other rights to purchase shares of any class or series of stock
      or
      of other securities of the Corporation shall have any preemptive right to
      purchase or subscribe for any unissued capital stock of any class or series,
      or
      any unissued bonds, certificates of indebtedness, debentures or other securities
      convertible into or exchangeable for capital stock of any class or series,
      or
      carrying any right to purchase stock of any class or series, except such as
      may
      be established by the Board of Directors.




**ARTICLE 7.   
      Directors.** The
      following provisions are inserted for the management of the business and the
      conduct of the affairs of the Corporation, and for further definition,
      limitation and regulation of the powers of the Corporation and of its directors
      and stockholders:




**A.**  **Management
      of the Corporation.** The
      business and affairs of the Corporation shall be managed under the direction
      of
      the Board of Directors. All powers of the Corporation may be exercised by or
      under the authority of the Board of Directors, except as conferred on or as
      reserved to the stockholders by law or by these Articles or the Bylaws of the
      Corporation.




**B.**  **Number,
      Class and Terms of Directors; No Cumulative Voting.** The
      number of directors constituting the Board of Directors of the Corporation
      shall
      initially be fourteen (14), which number may be increased or decreased in the
      manner provided in the Bylaws of the Corporation; provided, however, that such
      number shall never be less than the minimum number of directors required by
      the
      Maryland General Corporation Law (the “MGCL”) now or hereafter in force. The
      directors, other than those who may be elected by the holders of any series
      of
      Preferred Stock, shall be divided into three classes, as nearly equal in number
      as reasonably possible, with the term of office of the first class (“Class I”)
      to expire at the conclusion of the first annual meeting of stockholders, the
      term of office of the second class (“Class II”) to expire at the conclusion of
      the annual meeting of stockholders one year thereafter and the term of office
      of
      the third class (“Class III”) to expire at the conclusion of the annual meeting
      of stockholders two years thereafter, with each director to hold office until
      his or her successor shall have been duly elected and qualified. At each annual
      meeting of stockholders, directors elected to succeed




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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 or
      for
      such shorter period of time as the Board of Directors may determine, with each
      director to hold office until his or her successor shall have been duly elected
      and qualified.




The
      names
      of the individuals who will serve as directors of the Corporation until their
      successors are elected and qualify are as follows:




**Class
                I Directors:**
            **Term
                to Expire in**William
                W. Davenport
            2007Peter
                B. Ferrante
            2007Andrew
                G. Finklestein
            2007Gale
                L. Foster
            2007**Class
                II Directors**:
            **Term
                to Expire in**Anthony
                P. Costa
            2008Philip
                Guarnieri
            2008Leslie
                M. Apple
            2008David
                Freer, Jr.
            2008Richard
                B. Rowley
            2008**Class
                III Directors**:
            **Term
                to Expire in**Harold
                L. Kahn
            2009David
                N. Mesches, M.D.
            2009Michael
                P. Ostrow
            2009Albert
                J. Pagano
            2009Peter
                J. Savago
            2009





Stockholders
      shall not be permitted to cumulate their votes in the election of
      directors.




**C.**  **Vacancies.** Any
      vacancies in the Board of Directors may be filled in the manner provided in
      the
      Bylaws of the Corporation.




**D.**  **Removal.** Subject
      to the rights of the holders of any series of Preferred Stock then outstanding,
      any director, or the entire Board of Directors, may be removed from office
      at
      any time only by the affirmative vote of the holders of at least 2/3 of the
      voting power of all of the then-outstanding shares of capital stock of the
      Corporation entitled to vote generally in the election of directors (after
      giving effect to the provisions of Article 5 hereof) voting together as a
      single class.




**E.**  **Stockholder
      Proposals and Nominations of Directors.** Advance
      notice of stockholder nominations for the election of directors and of business
      to be brought by stockholders before any meeting of the stockholders of the
      Corporation shall be given in the manner provided in the Bylaws of the
      Corporation.




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**ARTICLE 8.   
      Bylaws.** The
      Board
      of Directors is expressly empowered to adopt, amend or repeal the Bylaws of
      the
      Corporation. Any adoption, amendment or repeal of the Bylaws of the Corporation
      by the Board of Directors shall require the approval of a majority of the total
      number of directors the Corporation would have if there were no vacancies on
      the
      Board of Directors. The stockholders shall also have power to adopt, amend
      or
      repeal the Bylaws of the Corporation. In addition to any vote of the holders
      of
      any class or series of stock of the Corporation required by law or by these
      Articles, the affirmative vote of the holders of at least 2/3 of the voting
      power of all of the then-outstanding shares of the capital stock of the
      Corporation entitled to vote generally in the election of directors (after
      giving effect to the provisions of Article 5 hereof), voting together as a
      single class, shall be required for the adoption, amendment or repeal of any
      provisions of the Bylaws of the Corporation by the stockholders.




**ARTICLE
      9.    Maryland Business Combination Statute.** Notwithstanding
      any contrary provision of law, the provisions of Sections 3-601 through 3-604
      of
      the MGCL, as now and hereafter in force, shall not apply to any “business
      combination” (as defined in Section 3-601(e) of the MGCL, as now and
      hereafter in force), of the Corporation.




**ARTICLE 10.  
      Indemnification, etc. of Directors and Officers.**




**A.**  **Indemnification.** The
      Corporation shall indemnify (1) its current and former directors and officers,
      whether serving the Corporation or at its request any other entity, to the
      fullest extent required or permitted by the MGCL now or hereafter in force,
      including the advancement of expenses under the procedures and to the fullest
      extent permitted by law, and (2) other employees and agents to such extent
      as shall be authorized by the Board of Directors and permitted by law; provided,
      however, that, except as provided in Section B hereof with respect to
      proceedings to enforce rights to indemnification, the Corporation shall
      indemnify any such indemnitee in connection with a proceeding (or part thereof)
      initiated by such indemnitee only if such proceeding (or part thereof) was
      authorized by the Board of Directors of the Corporation.




**B.**  **Procedure.** If
      a
      claim under Section A of this Article 10 is not paid in full by the
      Corporation within 60 days after a written claim has been received by the
      Corporation, except in the case of a claim for an advancement of expenses,
      in
      which case the applicable period shall be 20 days, the indemnitee may at any
      time thereafter bring suit against the Corporation to recover the unpaid amount
      of the claim. If successful in whole or in part in any such suit, or in a suit
      brought by the Corporation to recover an advancement of expenses pursuant to
      the
      terms of an undertaking, the indemnitee shall also be entitled to be reimbursed
      the expense of prosecuting or defending such suit. It shall be a defense to
      any
      action for advancement of expenses that the Corporation has not received both
      (i) an undertaking as required by law to repay such advances in the event it
      shall ultimately be determined that the standard of conduct has not been met
      and
      (ii) a written affirmation by the indemnitee of his good faith belief that
      the standard of conduct necessary for indemnification by the Corporation has
      been met. In (i) any suit brought by the indemnitee to enforce a right to
      indemnification hereunder (but not in a suit brought by the indemnitee to
      enforce a right to an advancement of expenses) it shall be a defense that,
      and
      (ii) any suit by the Corporation to recover an advancement of expenses
      pursuant to the terms of an undertaking the Corporation shall be entitled to
      recover such expenses upon a final




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adjudication
      that, the indemnitee has not met the applicable standard for indemnification
      set
      forth in the MGCL. Neither the failure of the Corporation (including its Board
      of Directors, independent legal counsel, or its stockholders) to have made
      a
      determination prior to the commencement of such suit that indemnification of
      the
      indemnitee is proper in the circumstances because the indemnitee has met the
      applicable standard of conduct set forth in the MGCL, nor an actual
      determination by the Corporation (including its Board of Directors, independent
      legal counsel, or its stockholders) that the indemnitee has not met such
      applicable standard of conduct, shall create a presumption that the indemnitee
      has not met the applicable standard of conduct or, in the case of such a suit
      brought by the indemnitee, be a defense to such suit. In any suit brought by
      the
      indemnitee to enforce a right to indemnification or to an advancement of
      expenses hereunder, or by the Corporation to recover an advancement of expenses
      pursuant to the terms of an undertaking, the burden of proving that the
      indemnitee is not entitled to be indemnified, or to such advancement of
      expenses, under this Article 10 or otherwise shall be on the
      Corporation.




**C.**  **Non-Exclusivity.** The
      rights to indemnification and to the advancement of expenses conferred in this
      Article 10 shall not be exclusive of any other right which any Person may
      have or hereafter acquire under any statute, these Articles, the Corporation’s
      Bylaws, any agreement, any vote of stockholders or the Board of Directors,
      or
      otherwise.




**D.**  **Insurance.** The
      Corporation may maintain insurance, at its expense, to protect itself and any
      director, officer, employee or agent of the Corporation or another corporation,
      partnership, joint venture, trust or other enterprise against any expense,
      liability or loss, whether or not the Corporation would have the power to
      indemnify such Person against such expense, liability or loss under the
      MGCL.




**E.**  **Miscellaneous.** The
      Corporation shall not be liable for any payment under this Article 10 in
      connection with a claim made by any indemnitee to the extent such indemnitee
      has
      otherwise actually received payment under any insurance policy, agreement,
      or
      otherwise, of the amounts otherwise indemnifiable hereunder. The rights to
      indemnification and to the advancement of expenses conferred in Sections A
      and B of this Article 10 shall be contract rights and such rights shall
      continue as to an indemnitee who has ceased to be a director or officer and
      shall inure to the benefit of the indemnitee’s heirs, executors and
      administrators.




Any
      repeal or modification of this Article 10 shall not in any way diminish any
      rights to indemnification or advancement of expenses of such director or officer
      or the obligations of the Corporation arising hereunder with respect to events
      occurring, or claims made, while this Article 10 is in force.




**ARTICLE 11.  
      Amendment of the Articles of Incorporation.** The
      Corporation reserves the right to amend or repeal any provision contained in
      these Articles in the manner prescribed by the MGCL, including any amendment
      altering the terms or contract rights, as expressly set forth in these Articles,
      of any of the Corporation’s outstanding stock by classification,
      reclassification or otherwise, and no stockholder approval shall be required
      if
      the approval of stockholders is not required for the proposed amendment or
      repeal by the MGCL, and all rights conferred upon stockholders are granted
      subject to this reservation.




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The
      Board
      of Directors, pursuant to a resolution approved by a majority of the Whole
      Board
      (rounded up to the nearest whole number), and without action by the
      stockholders, may amend these Articles to increase or decrease the aggregate
      number of shares of stock or the number of shares of stock of any class or
      series that the Corporation has authority to issue




The
      amendment or repeal of any provision of these Articles shall be approved by
      at
      least 2/3 of all votes entitled to be cast by the holders of shares of capital
      stock of the Corporation entitled to vote on the matter (after giving due effect
      to the provisions of Article 5 of these Articles), except that the proposed
      amendment or repeal of any provision of these Articles need only be approved
      by
      the vote of a majority of all the votes entitled to be cast by the holders
      of
      shares of capital stock of the Corporation entitled to vote on the matter (after
      giving due effect to the provisions of Article 5 of these Articles) if the
      amendment or repeal of such provision is approved by the Board of Directors
      pursuant to a resolution approved by at least 2/3 of the Whole Board (rounded
      up
      to the nearest whole number).




**ARTICLE 12.  
      Name and Address of Incorporator.** The
      name
      and mailing address of the sole incorporator are as follows:




Kip
      A.
      Weissman, Esq.


5335
      Wisconsin Ave., N.W. Suite 400


Washington,
      D.C. 20015







































































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