Exhibit 3.1

STATE OF LOUISIANA

PARISH OF ORLEANS



                           ARTICLES OF INCORPORATION
                                       OF
                            CB&T HOLDING CORPORATION


     The undersigned incorporator, Gary N. Solomon, does by these presents form
and organize a corporation, pursuant to the provisions of the Business
Corporation Law of Louisiana, Chapter 1 of Title 12 of the Louisiana Revised
Statutes of 1950, as amended, and in accordance with the following Articles of
Incorporation, to-wit:

                                   ARTICLE I
                                   ---------

                                      NAME

     The name of this corporation is:

                            CB&T HOLDING CORPORATION

                                   ARTICLE II
                                   ----------

                                    PURPOSE

     The objects and purposes for which this corporation is organized and the
nature of the business to be carried on by it are stated and declared to be to
engage in any lawful activity, for which corporations organized under the laws
of the State of Louisiana, and the Business Corporation Law of Louisiana, may
engage, and to the extent not prohibited thereby, to enter into and engage in
any kind of business or lawful activity of any nature whatsoever in any other
state of the United States of America, any foreign nation, and any territory of
any country to the extent

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permitted by the law of such other state, nation, or territory.


                                  ARTICLE III
                                  -----------

                                    DURATION


     The duration of the corporation shall be perpetual.


                                   ARTICLE IV
                                   ----------

                                    CAPITAL


     The aggregate number of shares which the corporation shall have authority
to issue shall be Five Million (5,000,000), all of the same class, and all with
Two Dollar and Fifty Cent ($2.50) par value.


                                   ARTICLE V
                                   ---------

                               ISSUANCE OF STOCK

     Without any necessity of action by the shareholders, previously authorized
but unissued shares of stock of the corporation may be issued from time to time
by the Board of Directors, and any and all shares so issued and paid for, shall
be deemed fully paid stock and not liable to any further assessment or call, and
the holder of such shares shall not be liable for any further payment thereon;
provided, that shareholders shall have preemptive rights for all issuances of
shares pursuant to the terms set forth in Section 72 of the Louisiana Business
Corporation Law (the "LBCL"), except that the provisions of Section 72.A(2) of
the LBCL shall not be applicable to this corporation.

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                                   ARTICLE VI
                                   ----------

                                SPECIAL MEETINGS

     Special meetings of shareholders may be called by the president, by the
Board of Directors or by any shareholder or shareholders holding in the
aggregate a majority of the total voting power.


                                  ARTICLE VII
                                  -----------

                                  INCORPORATOR

     The full name and post office address of the incorporator is as follows:
          Gary N. Solomon
          6300 Bertha Drive
          New Orleans, Louisiana  70112



                                  ARTICLE VIII
                                  ------------

                        CORPORATE ACTION OF SHAREHOLDER

     SECTION 1. The affirmative vote of holders of at least three-fourths of the
total voting power shall be necessary for the following corporate action:

     (a) Merger or consolidation of the corporation;
     (b) Sale, lease, exchange or other disposition of all or substantially all
         of the assets of the corporation;
     (c) Dissolution of the corporation; and,
     (d) Amendment to the articles of incorporation.

     SECTION 2.  At any meeting called for the purpose of voting on any one or
more of the actions set forth in Section 1 hereinabove, notice of such proposed
action shall be mailed to every stockholder of record at his last known address
at least thirty (30) days prior to such meeting.

                                       3


                                   ARTICLE IX
                                   ----------

                             SHAREHOLDERS CONSENTS

     Whenever the affirmative vote of shareholders is required to authorize or
constitute corporate action, the consent in writing to such action signed only
by shareholders holding that proportion of the total voting power on the
question which is required by law or by these Articles of Incorporation,
whichever requirement is higher, shall be sufficient for the purpose, without
necessity for a meeting of shareholders.  If the consent is signed by fewer than
all of the shareholders having voting power on the question, prompt notice shall
be given to all of the shareholders of the action taken pursuant to the consent.


                                   ARTICLE X
                                   ---------

                                   DIRECTORS

     SECTION 1. Number of Directors.  The number of directors of the corporation
shall be such number, not less than five (5) nor more than thirty (30), as may
be designated in the by-laws and, if not designated, as may from time to time be
elected by the shareholders; except, that when all of the outstanding shares are
held of record by fewer than three (3) shareholders, then there need be only as
many directors as shareholders, but this shall not prevent a greater number of
directors as aforesaid.

     SECTION 2. Director's Proxies.  Any director absent from a meeting of the
Board of Directors or any committee thereof may be represented by any other
director or shareholder, who

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may cast the vote of the absent director according to the written instructions,
general or special, of the absent director.

     SECTION 3. Quorum.  Two-thirds of the members of the Board of Directors
shall constitute a quorum for the transaction of any and all business.

     SECTION 4. Qualifications.  Each Director shall own in his own right at
least four hundred (400) shares of the common stock of this Corporation.  Any
Director who after his election as such shall cease to be the owner in his own
right and unpledged, of the amount of stock as herein aforesaid fixed, shall
resign as a Director of the Corporation at any time prior to the next scheduled
or specially called meeting of the Board of Directors.  If the Director does not
so resign, the Board of Directors shall, if they know that a Director has ceased
to maintain such qualification, remove the Director from office at the next
scheduled or specially called meeting of the Board of Directors; provided, that
the Director shall remain in office until such time as the Director resigns or
is so removed.

                                   ARTICLE XI
                                   ----------

                               STOCK RESTRICTIONS

     SECTION 1. Securities Laws.  In addition to the transfer restrictions set
forth in Section 2 of this Article XI, none of the shares of any of the
shareholders may be transferred unless such transfer shall be made pursuant to
an effective registration statement under the Securities Act of 1933, as
amended, and any applicable state securities laws, or an exemption from such
registration, and prior to any transfer exempt from registration, the
shareholder proposing to transfer shares shall give the Corporation notice
describing the manner and circumstances of the

                                       5


proposed transfer (copies of which the Corporation shall furnish to each other
shareholder following receipt thereof by the Corporation). The Board of
Directors may require that the shareholder proposing the transfer deliver
contemporaneously with such transfer an opinion of counsel addressed to the
Corporation and its shareholders, in form and substance satisfactory to the
Corporation, that the transfer complies with all applicable federal and state
securities laws.

     SECTION 2.  Right of First Refusal.  In addition to the transfer
restrictions set forth in Section I of this Article XI, no shareholder may
transfer, directly or indirectly, any shares except in compliance with the
following subsections of this Section 2 of this Article XI.

2.01 Offer. Except as provided in Section 2.05, if at any time a shareholder
proposes to sell, assign, or otherwise dispose of all or any part of his
interest in the Corporation pursuant to a written offer, such shareholder (the
"Offeror") shall first make a written offer to sell such interest to the other
shareholders (the "Non-Selling Shareholders") on the same terms and conditions
on which the Offeror proposes to transfer the shares. Such offer shall state the
name of the proposed transferee and all the terms and conditions of the proposed
transfer, including the price to the proposed transferee, and shall be
accompanied by a copy of the offer from the proposed transferee and all related
information either provided by the transferee or accumulated by the Offeror.

2.02  Acceptance of Offer.  The Non-Selling Shareholders shall each have the
right for a period of 30 days after receipt of the offer from the Offeror, or
such longer period as may be required under Section 2.04, to elect to purchase
the shares offered, in proportion to their relative share

                                       6


ownership; provided however, the right to purchase shall not be effective unless
the Non-Selling Shareholders, in the aggregate, elect to purchase at least sixty
(60%) percent of the shares offered. To exercise their rights to purchase, the
Non-Selling Shareholders shall give written notice to the Offeror, which notice
shall be deemed to be given on the date of mailing by certified or registered
mail or, if the notice is not mailed, upon personal delivery to the Offeror.
Upon exercise of the rights to purchase, the purchase shall be closed and
payment made within thirty (30) days after exercise, on the same terms as
applicable to the offer received by the Offeror from the proposed transferee.

2.03  Failure to Accept Offer.  If the Non-Selling Shareholders do not elect to
purchase at least sixty (60%) percent of all of the shares offered in accordance
with the provisions of Section 2.02, the Offeror may transfer all of the offered
shares to the proposed transferee named in the offer.  If the Non-Selling
Shareholders elect to purchase at least sixty (60%) percent, but not all of, the
shares offered, the Offeror may transfer to the previously identified proposed
transferee all, or any, of the shares which the Non-Selling Shareholders did not
elect to purchase.  In all cases, the proposed transferee shall agree in writing
to deliver an opinion of counsel addressed to the Corporation and its
shareholders, in form and substance satisfactory to the Corporation, that the
transfer complies with all applicable federal and state securities laws, said
opinion to be delivered contemporaneously with the transfer.  If that transfer
is not made within 90 days after the expiration of the 30-day period provided in
Section 2.02, a new offer shall be made to the Non-Selling Shareholders and the
provisions of this Section 2 of this Article XI shall again apply.

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2.04  Cash Equivalents.  If the proposed offer under Section 2.01 is for
consideration other than cash or cash plus deferred payments of cash, the Non-
Selling Shareholders may pay the cash equivalent of such other consideration as
determined by agreement among the Offeror and the Non-Selling Shareholders.  If
they cannot agree and such disagreement continues for a period of seven days,
any of the shareholders may, by five days written notice, initiate arbitration
proceedings for determination of the cash equivalent, such proceedings to be
conducted in New Orleans, Louisiana, in accordance with the Expedited Rules of
the American Arbitration Association.  The arbitrator shall determine the cash
equivalent without regard to income tax consequences to the Offeror as a result
of receiving cash in lieu of other consideration.  The Non-Selling Shareholders,
in their sole discretion, may elect to purchase the interest at the determined
cash equivalent by notice of such election to the Offeror within ten days after
the arbitrator's decision or to withdraw their acceptance of the offer.

2.05  Permitted Transfers.  Notwithstanding any other provisions of Section 2 of
this Article XI, a transfer to any one or more lineal descendants (whether by
blood relation or by adoption), or irrevocable trusts established for the sole
benefit of such descendants (such descendants and trusts being hereinafter
collectively referred to as "Permitted Transferees"), shall be permitted without
first offering the interest to the other shareholders or otherwise complying
with this Section 2 of this Article XI. Shareholders holding in the aggregate a
majority of the total voting power may adopt any one or more resolutions for the
purpose of expanding or modifying the types of family members which qualify as a
Permitted Transferee; provided, that no such resolution shall retrospectively
impair any transfer which has been effected prior to the adoption of such
resolution.

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                                  ARTICLE XII
                                  -----------

                                INDEMNIFICATION

     SECTION 1.  The corporation shall indemnify its directors and officers,
whether serving the corporation or, at its request, any other entity, in any
capacity, to the full extent required or permitted by Louisiana law now or
hereafter in force, including the advance of expenses under the procedures and
to the full extent permitted by law.

     SECTION 2.  The corporation may indemnify other employees and agents to
such extent as shall be authorized by the Board of Directors and be permitted by
law.

     SECTION 3.  The foregoing rights of indemnification shall not be exclusive
of any other rights to which those seeking indemnification may be entitled and
shall continue as to a person who has ceased to be an officer, director, agent
or employee, and shall inure to the benefit of the heirs, executors and
administrators of such person.

     SECTION 4.  The Board of Directors may take such action as is necessary to
carry out these indemnification provisions and is expressly empowered to adopt,
approve and amend from time to time such resolutions or contracts implementing
such provisions or such further indemnification arrangements as may be permitted
by law.

     SECTION 5.  No amendment or repeal of this Article of the Corporation's
Articles of Incorporation shall apply to or have any effect on any right to
indemnification provided hereunder with respect to acts or omissions occurring
prior to such amendment or repeal.

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                                  ARTICLE XIII
                                  ------------

                               LIMITED LIABILITY

     SECTION 1.  The private property of the shareholders shall not be subject
to the payment of corporate debts or the satisfaction of other corporate
obligations to any extent whatsoever.

     SECTION 2.  The incorporators, officers, and directors of this corporation
claim the benefits of limitation of liability of the provisions of La.  R.S.
12:24C(4) to the fullest extent allowed by law as fully and completely as though
said provisions were recited herein in full.


                                  ARTICLE XIV
                                  -----------

                                   REVERSION

     Cash, property or share dividends, shares issuable to shareholders in
connection with a reclassification of stock, and the redemption price of
redeemed shares, which are not claimed by the shareholders entitled thereto
within one year after the dividend or redemption price became payable or the
share became issuable, despite reasonable efforts by the corporation to pay the
dividend or redemption price or deliver the certificates for the shares to such
shareholders within such time, shall, at the expiration of such time, revert in
full ownership to the corporation, and the corporation's obligation to pay such
dividend or redemption price or issue such shares, as the case may be, shall
thereupon cease; provided that the Board of Directors may, at any time, for any
reason satisfactory to it, but need not, authorize (a) payment of the amount of
any cash or

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property dividend or redemption price or (b) issuance of any shares, ownership
of which has reverted to the corporation pursuant to this Article to the person
or entity who or which would be entitled thereto had such reversion not
occurred.

     THUS DONE AND EXECUTED, in multiple originals, by the incorporators above
named on this 25 day of May, 1994.

                                    /s/ Gary N. Solomon
                                    ------------------------------
                                    Gary N. Solomon, Incorporator

                                       11


                                 ACKNOWLEDGMENT
                                 --------------



STATE OF LOUISIANA
PARISH OF ORLEANS


     BEFORE ME, the undersigned authority, personally came and appeared

                                GARY N. SOLOMON

a person of the full age of majority, and to me known to be the persons who
signed the foregoing instrument as Incorporator, and who being duly sworn did
acknowledge and declare, in my presence and in the presence of Paula Harless and
Fred Morgan, the undersigned competent witnesses, that he signed said instrument
as his free act and deed for the purposes mentioned therein.

     IN WITNESS WHEREOF, the said appearer and witnesses and I have hereunto
affixed our hands on this 25 day of May, 1994, at New Orleans, Louisiana.

WITNESSES:



/s/ Paula J. Harless                          /s/ Gary N. Solomon
- --------------------------                    -------------------------
                                              Gary N. Solomon, Appearer


/s/ Fred Morgan
- --------------------------



                            /s/Raymond G. Areaux
                            -----------------------
                                 NOTARY PUBLIC

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                               INITIAL REPORT OF

                            CB&T HOLDING CORPORATION


                                       1.

               The Corporation's registered office is located at:

                    Energy Centre
                    1100 Poydras Street
                    New Orleans, Louisiana 70163


                                       2.

               Its registered agent for service of process is:

                    Raymond G. Areaux, Esq.
                    Energy Centre
                    1100 Poydras Street, Suite 2700
                    New Orleans, Louisiana 70163

                                       3.

               The name and address of each of the initial directors are:

                    Gary N. Solomon
                    6300 Bertha Drive
                    New Orleans, Louisiana 70112

                    Martha N. Solomon
                    6300 Bertha Drive
                    New Orleans, Louisiana 70112

                    David A. Briggs
                    701 Metairie Road
                    Metairie, Louisiana 70005

                    Ronald P. Briggs
                    701 Metairie Road
                    Metairie, Louisiana 70005

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                    John A. Meltzer
                    316 S. Rampart Street
                    New Orleans, Louisiana 70112

                    Theodore George Solomon, Jr.
                    2400 Rue St. Martin
                    Hammond, Louisiana 70403

                    Daniel Beryl Buckman
                    No.3 Poydras Street, Apartment 4E
                    New Orleans, Louisiana 70130

                    Fred Morgan
                    2716 Gallinghouse Drive
                    New Orleans, Louisiana 70131

                    Robert Leland Redfearn
                    3713 Carondelet Street
                    New Orleans, Louisiana 70115

     Dated and executed in multiple originals at New Orleans, Louisiana, this 25
day of May, 1994.


                                    /s/ Gary N. Solomon
                                    -------------------------------
                                    GARY N. SOLOMON, INCORPORATOR

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                     AFFIDAVIT OF ACCEPTANCE OF APPOINTMENT
                     --------------------------------------
                         BY DESIGNATED REGISTERED AGENT
                         ------------------------------
                                ACT 769 OF 1987
                                ---------------



To the State Corporation Department

State of Louisiana

STATE OF LOUISIANA
PARISH OF ORLEANS


     On this 25 day of May, 1994, Before me, a Notary Public in and for the
State and Parish aforesaid, personally came and appeared:

                               RAYMOND G. AREAUX

who is to me known to be the person and who, being duly sworn, acknowledged to
me that he does hereby accept appointment as the Registered Agent of CB&T
HOLDING CORPORATION, which is a corporation authorized to transact business in
the State of Louisiana, pursuant to the provisions of the Title 12, Chapter 1.

                                    /s/ Raymond G. Areaux
                                    ----------------------------------
                                         REGISTERED AGENT

Subscribed and sworn to before
me on the day, month and year
first above set forth



/s/ Leann Opotowsky
- ----------------------------
     NOTARY PUBLIC
    Leann Opotowsky

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