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                                                                    EXHIBIT 3.1



                                    RESTATED

                            ARTICLES OF INCORPORATION

                                       OF

                             HERITAGE COMMERCE CORP,
                       AS AMENDED EFFECTIVE JUNE 29, 2001



                                    ARTICLE I

        The name of this corporation is Heritage Commerce Corp.

                                   ARTICLE II

        The purpose of this corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of California other than the banking business, the trust company business,
or the practice of a profession permitted to be incorporated by the California
Corporations Code.

                                   ARTICLE III

        a. The total number of shares of stock that the corporation shall have
authority to issue is 40,000,000 shares, which shall be divided into two classes
as follows: (a) 30,000,000 shares of Common Stock, and (b) 10,000,000 shares of
Preferred Stock (hereinafter "Preferred Shares"). Upon amendment of this Article
III as set forth herein, each outstanding share of Common Stock is divided into
one and one-half shares of Common Stock.

        b. The Preferred Shares may be issued from time to time in one or more
series. The Board of Directors is authorized to fix the number of shares of any
series of Preferred Shares and to determine the designation of any such series.
The Board of Directors is also authorized to determine or alter the rights,
preferences, privileges, and restrictions granted to or imposed upon any wholly
unissued series of Preferred Shares and, within the limits and restrictions
stated in any resolution or resolutions of the Board of Directors originally
fixing the number of shares constituting any series, to increase or decrease
(but not below the number of shares of such series then outstanding) the number
of shares of any such series subsequent to the issue of shares of that series.


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                                   ARTICLE IV

        Any action required to be taken by shareholders of this corporation must
be taken at a duly called annual meeting or a special meeting of shareholders of
the corporation and no action may be taken by the written consent of the
shareholders.


                                    ARTICLE V

        The liability of the directors of the corporation for monetary damages
shall be eliminated to the fullest extent permissible under California law. Any
repeal or modification of this Article, or the adoption of any provision of the
Articles of Incorporation inconsistent with this Article, shall only be
prospective and shall not adversely affect the rights under this Article in
effect at the time of the alleged occurrence of any act or omission to act
giving rise to liability.

                                   ARTICLE VI

        This corporation is authorized to provide indemnification of agents (as
defined in Section 317 of the California Corporations Code) for breach of duty
to the corporation and its shareholders through bylaw provisions or through
agreements with the agents, or both, in excess of the indemnification otherwise
permitted by Section 317 of the California Corporations Code, subject only to
the limitations on excess indemnification set forth in Section 204 of the
California Corporations Code with respect to actions for breach of duty to the
corporation and its shareholders.


                                   ARTICLE VII

        No holder of any class of stock of the corporation shall be entitled to
cumulate votes at any election of directors of the corporation.










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