EXHIBIT 3.1



                            COMMONWEALTH OF VIRGINIA
                          STATE CORPORATION COMMISSION
                            ARTICLES OF ORGANIZATION

Pursuant to Chapter 12 of Title 13.1 of the Code of Virginia the undersigned
states as follows:

1.       The name of the limited liability company is Crestar Securitization,
         LLC (hereinafter referred to as the "Company").

2.       The address of the initial registered office in Virginia is 919 East
         Main Street, Richmond, Virginia 23219, located in the City of Richmond.

3.       A. The registered agent's name is Linda F. Rigsby, Esq., whose business
         address is identical with the registered office.

         B.       The registered agent is (mark appropriate box)
                  (1)      an INDIVIDUAL who is a resident of Virginia and
                           [ ]      a member/manager of the limited liability
                                    company
                           [X]      an officer/director of a corporate
                                    member/manager of the limited liability
                                    company

                           [ ]      a general partner of a general or limited
                                    partnership member/manager of the limited
                                    liability company
                           [X]      a member of the Virginia State Bar
                                                    OR
                  (2)      [ ]      a professional corporation or a
                                    professional limited liability company of
                                    attorneys registered under Virginia Code ss.
                                    54.1-3902

4.       The post office address of the principal office where the records will
         be maintained pursuant to Virginia Code ss. 13.1-1028 is 919 East Main
         Street, Richmond, Virginia 23219, located in the City of Richmond.

5.       The purpose of the Company shall be strictly limited to the issuance of
         Securities (as defined in the Company's Operating Agreement) secured
         primarily by Collateral (as defined in the Company's Operating
         Agreement) and in connection therewith to acquire, own, hold, sell,
         transfer, assign, pledge, finance, refinance and otherwise deal with
         Collateral; to engage in the establishment of one or more trusts to
         hold pools of Collateral deposited by the Company in such trusts and in
         consideration of such deposits, to deliver to the Company Securities
         evidencing ownership interests in such pools of Collateral; to acquire,
         own, hold, sell, transfer, assign, pledge, finance, refinance and
         otherwise deal in or with Securities; to acquire, own, hold, sell,
         transfer, assign, pledge and otherwise deal in or with Collateral; and
         to acquire, own, hold, sell, transfer, assign, pledge and otherwise
         deal in or with any or all of the ownership interests in trusts
         established





         by other entities, institutions or individuals. Subsequent to the
         issuance of any series of Securities, the Company may sell the
         Collateral securing Securities to a limited-purpose trust, partnership
         or corporation, subject to the lien in favor of such Securities.
         Subject to the limitations contained herein and in the Company's
         Operating Agreement, as amended from time to time, the Company may
         engage in any activity that is incidental to or that renders convenient
         the accomplishment of any or all of the foregoing and that is not
         prohibited by law or required to be set forth specifically herein or in
         the Company's Operating Agreement. The Company shall not engage in any
         other business. In addition, the Company shall not incur any
         indebtedness other than (a) indebtedness evidenced by Securities, (b)
         expenses incidental to the issuance of Securities, and (c) indebtedness
         that (i) carries a rating equal to or higher than the lowest rating
         assigned to any outstanding Securities by a nationally recognized
         statistical credit rating agency, (ii) is fully subordinate to any
         outstanding Securities and does not constitute a claim against the
         Company for any purpose, including without limitation for purposes of
         commencing an involuntary petition against the Company under any
         Chapter of the United States Bankruptcy Code, for so long as the
         Securities are outstanding or (iii) is nonrecourse, payable only from
         cash in excess of that required to make payments on the Securities, and
         does not constitute a claim against the Company for any purpose to the
         extent such excess cash flow is insufficient to pay the additional
         debt. In the event of any dissolution of the Company pursuant to
         Article 9 of the Virginia Limited Liability Company Act, the Company
         shall not liquidate any Collateral without the consent of the holders
         of any then-outstanding Securities, and such holders of Securities
         shall retain all rights with respect to such Collateral under any
         related security agreement.

6.       Signature:

         By: /s/ David B. Rich, III
             ----------------------
                 David B. Rich, III, Esq.
                 Organizer