Exhibit 3.1

                             SALISBURY BANCORP, INC.

                                  AMENDMENT TO

                          CERTIFICATE OF INCORPORATION

Article THIRD is amended and restated in its entirety as follows:

         THIRD:   Capital  Stock.  The  amount  of  the  capital  stock  of  the
         Corporation  hereby authorized is three million  (3,000,000)  shares of
         Common  Stock,  par value  $0.10 per  share  and  twenty-five  thousand
         (25,000) shares of Preferred Stock, par value $0.01 per share.

                A. Common Stock.

                Each  holder of shares of Common  Stock shall be entitled to one
                vote for  each  share  held by such  holder.  There  shall be no
                cumulative  voting  rights in the  election of  directors.  Each
                share of Common Stock shall have the same relative rights as and
                be  identical  in all  respects  with all other shares of Common
                Stock. The voting, dividend and liquidation rights of the Common
                stock are subject to and  qualified by the rights of the holders
                of the Preferred Stock of any series as may be determined by the
                Board  of  Directors  before  the  issuance  of  any  series  of
                Preferred Stock.

                B. Preferred Stock.

                (1) General.  Preferred Stock may be issued from time to time in
                one or more  series,  each to have  such  terms as are set forth
                herein  and  in  the  resolutions  of  the  Board  of  Directors
                authorizing  the issue of such  series.  Any shares of Preferred
                Stock which may be redeemed,  purchased or otherwise acquired by
                the Bank may be reissued.  Different  series of Preferred  Stock
                shall not be construed to constitute different classes of shares
                for the  purposes  of  voting by  classes  unless  expressly  so
                provided.

                (2) Authority of Board of Directors.  The Board of Directors may
                from  time to time  issue  the  Preferred  Stock  in one or more
                series.  The Board of  Directors  may,  in  connection  with the
                creation  of  any  such  series,   determine  the   preferences,
                limitations  and relative  rights of each such series before the
                issuance of such series.  Without  limiting the  foregoing,  the
                Board of Directors may fix the voting powers,  dividend  rights,
                conversion   rights,   redemption   privileges  and  liquidation
                preferences, all as the Board of Directors deems appropriate, to
                the full extent now or hereafter  permitted  by the  Connecticut
                Business Corporation Act.

                The  resolutions   providing  for  issuance  of  any  series  of
                Preferred  Stock may provide  that such series shall be superior
                or rank equally or be junior to the Preferred Stock of any other
                series to the  extent  permitted  by law.  Except  as  otherwise
                provided in this  Certificate of  Incorporation,  no vote of the
                holders  of the  Preferred  Stock  or  Common  Stock  shall be a
                prerequisite  to the  designation  or  issuance of shares of any

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                series of the Preferred  Stock  authorized by and complying with
                the  conditions of this  Certificate  of  Incorporation  and the
                Connecticut Business Corporation Act.

                C. No  shareholder  of the  Corporation  shall by  reason of his
                holding  shares of  capital  stock of the  Corporation  have any
                preemptive  or  preferential  rights to purchase or subscribe to
                any  share of any  class of  stock  of the  Corporation,  now or
                hereafter to be authorized,  or to any notes, debentures,  bonds
                or other securities (whether or not convertible into or carrying
                options or warrants  to purchase  shares of any class of capital
                stock) now or hereafter to be  authorized,  excepting  only such
                preemptive or  preferential  rights,  warrants or options as the
                Board of  Directors  in its  discretion  may grant  from time to
                time;  and the Board of Directors  may issue shares of any class
                of stock of the Corporation, or any notes, debentures,  bonds or
                other  securities  (whether or not convertible  into or carrying
                rights,  options or warrants to purchase  shares of any class of
                capital stock) without  offering any such shares to the existing
                Shareholders of the Corporation.


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