Exhibit 3.1

                            ARTICLES OF INCORPORATION
                                       OF
                                  COAST BANCORP
                                   AS AMENDED

                                    ARTICLE I

     The name of this corporation is Coast Bancorp.

                                   ARTICLE II

     The purpose of this 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.


                                   ARTICLE III

     The name and address in the State of California of this corporation's 
initial agent for service of process is David V. Heald, 740 Front Street, 
Suite 240, Santa Cruz, California 95061-1818.


                                   ARTICLE IV

     (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 Ten Million (10,000,000) 
and the number of Common Stock to be issued is Forty Million (40,000,000). 
Upon amendment of this Article, each one (1) outstanding share of Common 
Stock is split into two (2) shares of Common Stock.

     (b) The Preferred Stock may be divided into such number of shares as the 
Board of Directors may determine. The Board of Directors is authorized to 
determine and later the rights, preferences, priviledges and restrictions 
granted to and imposed upon any wholly unissued 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 share of that series.


                                    ARTICLE V

     (a) The liability of directors of the corporation for monetary damages 
shall be eliminated to the fullest extent permissable under California law.

     (b) The corporation is authorized to provide indemnification of agents 
(as defined in Section 317 of the California Corporations Code) through Bylaw 
provisions, agreements with agents, vote of the shareholders or disinterested 
directors or otherwise, to the fullest extent permissable under California 
law.

     (c) Any amendment, repeal or modification of any provision of the 
Article V shall not adversely affect any right or protection of an agent of 
this corporation existing at the time of such amendment, repeal or 
modification.