EXHIBIT 3.I
 
                           ARTICLES OF INCORPORATION

                                       OF

                             NAPA NATIONAL BANCORP



                                     FIRST
                                     -----

                        The name of this corporation is:

                             Napa National Bancorp


                                     SECOND
                                     ------

                    The purpose of the 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.

                                     THIRD
                                     -----

                    The name and address of this corporation's initial agent for
          service of process is:

                                  Alan G. Tait
                               1500 Third Street
                                   Suite "D"
                                 Napa, CA 94558


                                     FOURTH
                                     ------

                    (a)  This corporation is authorized to issue two classes of
          shares designated "Preferred Stock" and "Common Stock", respectively.
          The number of shares of Preferred

 
          Stock authorized to be issued is One Million (1,000,000) and the
          number of shares of Common Stock authorized to be issued is Twenty
          Million (20,000,000).

                    (b)  The Preferred Stock may be divided into such number of
          series as the board of directors may determine. The board of directors
          is authorized to determine and alter the rights, preferences,
          privileges and restrictions granted to and imposed upon the Preferred
          Stock or any series thereof with respect to any wholly unissued class
          or series of Preferred Stock, and to fix the number of shares of any
          series of Preferred Stock and the designation of any such series of
          Preferred Stock.  The board of directors, 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, may increase or decrease (but not below the number of shares
          of such series then outstanding) the number of shares of any series
          subsequent to the issue of shares of that series.

                    IN WITNESS WHEREOF, for the purpose of forming this
          corporation under the laws of the State of California I, the
          undersigned incorporator, have executed these Articles of
          Incorporation this 30th day of October, 1981.


                                                        /s/ Ronald W. Bachli 
                                                      _________________________
                                                            RONALD W. BACHLI

                                      -2-

 
                                  DECLARATION
                                  -----------


                    I declare that I am the person who executed the foregoing
          Articles of Incorporation and that said instrument is my act and deed.
                    Executed at San Francisco, California, this 30th day of
          October, 1981.

                                            /s/ Ronald W. Bachli 
                                      _____________________________
                                               RONALD W. BACHLI