EXHIBIT 3.1


                           ARTICLES OF INCORPORATION
                                      OF
                        HAMPTON ROADS BANKSHARES, INC.



                                   ARTICLE I

                                     NAME

     The name of the Corporation is:

          Hampton Roads Bankshares, Inc.


                                  ARTICLE II

                                    PURPOSE

     The purpose for which the Corporation is organized is to act as a bank
holding company and to transact any and all lawful business, not required to be
specifically stated in the Articles of Incorporation, for which corporations may
be incorporated under the Virginia Stock Corporation Act (the "VSCA").


                                  ARTICLE III

                                 CAPITAL STOCK

     (a)  The Corporation shall have the authority to issue 40,000,000 shares of
Common Stock, par value $0.625 per share, and 1,000,000 shares of Preferred
Stock, no par value.

     (b)  The Board of Directors may determine the preferences, limitations and
relative rights, to the extent permitted by the VSCA, of any class of shares of
Preferred Stock before the issuance of any shares of that class, or of one or
more series within a class before the issuance of any shares of that series.
Each class or series shall be appropriately designated by a distinguishing
designation prior to the issuance of any share thereof. The Preferred Stock of
all series shall have the preferences, limitations and relative rights identical
with those of other shares of the same series and, except to the extent
otherwise provided in the description of the series, with those of shares of
other series in the same class. Dividends on outstanding shares of Preferred
Stock shall be paid or declared and set apart for payment before any dividends
shall be paid or declared and set apart for payment on outstanding shares of
Common Stock with respect to the same dividend period. If upon any voluntary or
involuntary liquidation, dissolution or winding up of the Corporation, the
assets available for distribution to holders of shares of Preferred Stock of all
series shall be insufficient to pay such holders the full preferential amount to
which they are entitled, then such assets shall be distributed ratably among the
shares of all series of Preferred Stock in accordance with the respective
preferential amounts (including unpaid cumulative dividends, if any) payable
with respect thereto.

                                  ARTICLE IV

                    REGISTERED OFFICE AND REGISTERED AGENT

     The post office address of the initial registered office shall be c/o
Kaufman & Canoles, One Commercial Place, Suite 2000, Norfolk, Virginia 23510 in
the City of Norfolk. The initial registered agent shall be Robert H. Powell,
III, who is a resident of Virginia and a member of the Virginia State Bar, and
whose business address is the same as the address of the initial registered
office.


                                   ARTICLE V

                             NO PREEMPTIVE RIGHTS

     Except as otherwise set forth in the terms, preferences and rights of any
class or series of shares of Preferred Stock hereafter authorized and issued
pursuant to Article III(b) of these Articles of Incorporation, no holder of any
shares of any class of the Corporation shall have any preemptive or preferential
right to purchase or subscribe to (i) any shares of any class of the Corporation
whether now or hereafter authorized; (ii) any warrants, rights or options to
purchase any shares; or (iii) any securities or obligations convertible into any
such shares or into warrants, rights or options to purchase such shares.

                                  ARTICLE VI

                    LIMIT ON LIABILITY AND INDEMNIFICATION

     (a)  To the full extent that the VSCA, as it exists on the date hereof or
may hereafter be amended, permits the limitation or elimination of the liability
of directors or officers, a director or officer of the Corporation shall not be
liable to the Corporation or its shareholders for monetary damages.

     (b)  To the full extent permitted and in the manner prescribed by the VSCA
and any other applicable law, the Corporation shall indemnify a director or
officer of the Corporation who is or was a party to any proceeding by reason of
the fact that he is or was such a director or officer or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise.

     (c)  Reference herein to directors, officers, employees or agents shall
include former directors, officers, employees and agents and their respective
heirs, executors and administrators.


                                  ARTICLE VII

                              BOARD OF DIRECTORS

     (a)  Number of Directors. The business and affairs of the Corporation shall
be managed under the direction of the Board of Directors, subject to any
requirement of action by the Corporation's shareholders under the VSCA, these
Articles of Incorporation or the Corporation's Bylaws, as each may be amended
from time to time. The Board of Directors shall consist of not less than eight
(8) nor more than eighteen (18) persons. The exact number of directors within
the minimum and maximum limitations specified in the preceding sentence shall be
fixed from time to time by the Board of Directors pursuant to a resolution
adopted by a majority of the directors then in office.

     (b)  Classified Board of Directors. The Board of Directors shall be divided
into three classes, Class A, Class B and Class C, as nearly equal in number as
possible. Directors of the first class (Class A) shall be elected to hold office
for a term expiring at the 2002 annual meeting of shareholders, directors of the
second class (Class B) shall be elected to hold office for a term expiring at
the 2003 annual meeting of shareholders, and directors of the third class (Class
C) shall be elected to hold office for a term expiring at the 2004 annual
meeting of shareholders. Beginning with the 2002 annual meeting of shareholders,
the successors to the class of directors whose terms shall then expire shall be
identified as being of the same class as the directors they succeed and elected
to hold office for a term expiring at the third succeeding annual meeting of
shareholders. When and if the number of directors is changed, any newly created
directorships or any decrease in directorships shall be apportioned among the
classes by the Board of Directors as to make all classes as nearly equal in
number as possible.

     (c)  Removal of Directors by Shareholders. Any director elected by the
holders of the Corporation's Common Stock may only be removed by shareholders
for cause. For purposes of this Article VII(c), the term "cause" shall mean
engaging in willful misconduct or a knowing violation of the criminal law or of
any federal or

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state securities law, including, without limitation, any claim of unlawful
insider trading or manipulation of the market for any security.

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