EXHIBIT 3.1.1
                             ARTICLES OF AMENDMENT
                       OF THE ARTICLES OF INCORPORATION
                                OF ABC BANCORP


        Pursuant to the provisions of Section 14-2-1006 of the Georgia Business
Corporation Code, as amended (the "Code"), the undersigned, on behalf of ABC
Bancorp (the "Corporation"), hereby submits the following information:

        1.      The name of the Corporation is ABC Bancorp.

        2.      Pursuant to Section 14-2-1003 of the Code, the following
amendment to the Articles of Incorporation of the Corporation was duly adopted
by the Board of Directors on March 21, 1995 and by the Shareholders on April 18,
1995. Effective as of the date hereof, the Articles of Incorporation of the
Corporation are hereby amended by deleting Article V thereof in its entirety and
adding the following Article V thereto:

                                      V.

                The maximum amount of shares of stock that this corporation
                shall be authorized to issue shall be 15,000,000 shares which
                are to be divided into two classes as follows:

                        10,000,000 shares of Common Stock,
                        par value $1.00 per share; and

                        5,000,000 shares of Preferred Stock.


                The Common Stock may be created and issued from time to time in
                one or more series with voting rights for each series as
                determined by the Board of Directors of the corporation and set
                forth in the resolution or resolutions providing for the
                creation and issuance of the stock in such series. The Preferred
                Stock may be created and issued from time to time in one or more
                series with such designations, preferences, limitations,
                conversion rights, cumulative, relative, participating, optional
                or other rights, including voting rights, qualifications,
                limitations or restrictions thereof as determined by the Board
                of Directors of the corporation and set forth in the resolution
                or restrictions providing for the creation and issuance of the
                stock in such series.


        3.      All other provisions of the Articles of Incorporation of the 
Corporation shall remain in full force and effect.

        EXECUTED this 26th day of May, 1995.


                                              ABC BANCORP


                                           By: /s/ Kenneth J. Hunnicutt
                                              ----------------------------
                                              Kenneth J. Hunnicutt
                                              Chief Executive Officer and
                                              President


ATTEST:

 /s/ Sara R. Hall
- -------------------
Sara R. Hall
Secretary