Exhibit 3.1






                           ARTICLES OF INCORPORATION
                                      OF
                      MOUNTAINBANK FINANCIAL CORPORATION


            The undersigned entity hereby makes and acknowledges these Articles
of Incorporation for the purpose of forming a business corporation under and by
virtue of the laws of the State of North Carolina as contained in Chapter 55 of
the General Statutes of North Carolina and the several amendments thereto, and
to that end hereby does set forth that:

            1. The name of the corporation is MOUNTAINBANK FINANCAL CORPORATION.

            2. The corporation shall have authority to issue Ten Million
(10,000,000) shares of stock, all of one class and having a par value of $4.00
per share.

            3. The street address of the initial registered office of the
corporation is 201 Wren Drive, Hendersonville, North Carolina 28792 (Henderson
County), its mailing address at that location is Post Office Box 1149,
Hendersonville, North Carolina 28793, and the name of the initial registered
agent at those addresses is J. W. Davis.

            4. To the fullest extent permitted by the North Carolina Business
Corporation Act as it exists or may hereafter be amended, no person who is
serving or who has served as a director of the corporation shall be personally
liable to the corporation or any of its shareholders or otherwise for monetary
damages for breach of any duty as a director. No amendment or repeal of this
article, nor the adoption of any provision to these Articles of Incorporation
inconsistent with this article, shall eliminate or reduce the protection granted
herein with respect to any matter that occurred prior to such amendment, repeal,
or adoption.

            5. The name of the incorporator is MountainBank and the mailing
address of the incorporator is 207 Wren Drive, Hendersonville, North Carolina
28792.

            IN TESTIMONY WHEREOF, the undersigned has caused this instrument
properly to be executed in its name, this the 11th day of January, 2001.


                                 MOUNTAINBANK


                                 By:  S/ Gregory L. Gibson
                                      -------------------------------------
                                       Gregory L. Gibson
                                       Senior Vice President and
                                          Chief Financial Officer

                                     i