Exhibit
4.1


Incorporated Under
the Laws of Maryland


GTJ REIT, INC.


TOTAL AUTHORIZED
ISSUE 110,000,000


	
  100,000,000 SHARES PAR VALUE $.0001 EACH

  	
   

  	
  10,000,000 SHARES PAR
  VALUE $.0001 EACH

  
	
  COMMON STOCK

  	
   

  	
  PREFERRED STOCK

  



 


This is to certify that                                             
is the owner of                                     
fully paid and non-assessable shares of the above Corporation transferable only
on the books of the Corporation by the holder hereof in person or by duly
authorized Attorney upon surrender of this Certificate properly endorsed.


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


Dated









 



 


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:


	
  TEN COM - as tenants in
  common

  	
   

  	
  UNIF GIFT MIN ACT
                       
  Custodian                     

  
	
  TEN ENT - as
  tenants by the entireties

  	
   

  	
                                      (Custodiaon)

  	
  (Minor)

  
	
  JT TEN - as
  joint tenants with right

  	
   

  	
  under Uniform Gifts to Minors Act of                         

  
	
  of survivorship
  and not as

  	
   

  	
  (State)

  
	
  tenants in
  common

  	
   

  	
   

  



 


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


FOR VALUE RECEIVED,                                                  
HEREBY SELLS, ASSIGNS AND TRANSFERS UNTO                                                                                                                                                           
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE AND SOCIAL
SECURITY OR OTHER IDENTIFYING NUMBER, OF ASSIGNEE)                                       
(                       )
shares of Common Stock of the Corporation represented by this Certificate and
do hereby irrevocably constitute and appoint                                                                
attorney to transfer the said shares of Common Stock on the books of the
Corporation, with full power of substitution in the premises.


Dated


NOTICE: The signature to this Assignment must
correspond with the name as written upon the face of the Certificate in every
particular, without alteration or enlargement or any change whatsoever.


This certificate also
evidences and entitles the holder hereof to certain rights as set forth in a
Rights Agreement between GTJ REIT, Inc. and American Stock Transfer & Trust
Company, dated as of July 5, 2006, (the “Rights Agreement”), the terms of which
are hereby incorporated herein by reference and a copy of which is on file at
the principal executive offices of GTJ REIT, Inc.  Under certain circumstances, as set forth in
the Rights Agreement, such Rights will be evidenced by separate certificates
and will no longer be evidenced by this certificate. GTJ REIT, Inc. will mail
to the holder of this certificate a copy of the Rights Agreement without charge
after receipt of a written request therefor. Under certain circumstances, as
set forth in the Rights Agreement, Rights issued to any Person who becomes an
Acquiring Person (as defined in the Rights Agreement) will be null and void.