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                                                                    EXHIBIT 4.1


                    (FORM OF STOCK CERTIFICATE - FRONT SIDE)

NUMBER                                                                   SHARES

                       CENTERSTATE BANKS OF FLORIDA, INC.

ORGANIZED UNDER THE                                                      [CUSIP]
LAWS OF THE STATE OF FLORIDA                                         SEE REVERSE
                                                                     FOR CERTAIN
                                                                     DEFINITIONS

THIS IS TO CERTIFY That  __________________________________ is the owner
of _______ FULLY PAID SHARES OF COMMON STOCK, $.01 PAR VALUE PER SHARE, OF


                       CENTERSTATE BANKS OF FLORIDA, INC.

transferable only on the books of the Corporation by the holders hereof in
person or by attorney duly authorized upon surrender of this certificate duly
endorsed or assigned. This certificate and the shares represented hereby are
subject to the laws of the State of Florida and to the Articles of
Incorporation and Bylaws of the Corporation as now or hereafter amended. This
certificate is not paid until countersigned by the Transfer Agent and the
Registrar.

         WITNESS, the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.

Dated:


        SECRETARY                                 PRESIDENT


                              (SEAL)

COUNTERSIGNED AND REGISTERED:  ------------------------------------------------
                               TRANSFER AGENT AND REGISTRAR


By:
    -----------------------------
         AUTHORIZED OFFICER


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                    (FORM OF STOCK CERTIFICATE - BACK SIDE)

         The Corporation is authorized to issue more than one class of stock,
including a class of preferred stock which may be issued in one or more series.
The Corporation will furnish to any stockholder, upon written request and
without charge, a full statement of the designations, rights, preferences, and
limitations of the shares of each class authorized to be issued and, with
respect to the issuance of any preferred stock to be issued in series, the
relative rights and preferences between the shares of each series as far as the
rights and preferences have been fixed and determined and the authority of the
Board of Directors to fix and determine the relative rights and preferences of
subsequent series.

         The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<S>                                        <C>
TEN COM - as tenants in common             UNIF GIFT MIN ACT - _____ Custodian ____________
TEN ENT - as tenants by the entireties                         (Cust)          (Minor)
JT TEN - as joint tenants with right of                         under Uniform Gifts to Minors
         survivorship and not as tenants                        Act __________________
         in common                                                       (State)
</TABLE>

         Additional abbreviations may also be used though not in the above
list.

         For value received, ________________________ hereby sell, assign and
transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE


[GRAPHIC]



(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP
CODE, OF ASSIGNEE)


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_________ shares of the capital stock represented by the within Certificate,
and do hereby irrevocably constitute and appoint ______________________________
Attorney to transfer the said stock on the books of the within named
Corporation with full power of substitution in the premises.

 Dated ______________________


                  NOTICE:  THE SIGNATURE(S) OF THIS ASSIGNMENT MUST CORRESPOND
                           WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE
                           CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION
                           OR ENLARGEMENT OR ANY CHANGE WHATEVER.