Exhibit 4.0


    
      

    


    Exhibit
      4.0

    


    (FORM
      OF STOCK CERTIFICATE - FRONT SIDE)

    


    

      
        	
                NUMBER

              	
                SHARES

              
	 	 
	 	 
	 	 
	
                COMMON
                  STOCK

              	
                CUSIP
                  _____________

              
	
                (Par
                  Value $.01 Per Share)

              	
                See
                  reverse for

              
	 	
                certain
                  definitions

              


      

    

    
 

    


    ABINGTON
      BANCORP, INC.

    A
      Pennsylvania Corporation

    


    


     

    


    This
      certifies that ___________________________________ is the registered holder
      of
      _________________ fully paid and non-assessable shares of the Common Stock,
      par
      value $.01 per share, of Abington Bancorp, Inc., Jenkintown, Pennsylvania (the
      "Corporation").

    


    The
      shares evidenced by this Certificate are transferable in person or by a duly
      authorized attorney or legal representative, upon surrender of this Certificate
      properly endorsed. This Certificate and the shares represented hereby are
      subject to all the provisions of the Articles of Incorporation and Bylaws of
      the
      Corporation and any and all amendments thereto. This Certificate is not valid
      unless countersigned by the Transfer Agent and registered by the Registrar.
      This
      security is not a deposit or savings account and is not insured or guaranteed
      by
      the Federal Deposit Insurance Corporation or any other Federal or state
      governmental agency.

    


    IN
      WITNESS WHEREOF,
      the
      Corporation has caused this Certificate to be executed by the facsimile
      signatures of its duly authorized officers and has caused its facsimile seal
      to
      be affixed hereto.

    


    Dated:

     

    

      
        	
                _____________________
                  (SEAL)

              	
                _______________________________

              
	
                Edward
                  W. Gormley

              	
                Robert
                  W. White

              
	
                Corporate
                  Secretary

              	
                Chairman
                  of the Board, President 

              
	
                and
                  Chief Executive Officer

              	 


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (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, preferences, limitations and
      relative rights 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 so 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
      Articles of Incorporation of the Corporation includes a provision which
      generally prohibits any person (including an individual, company or group acting
      in concert) from directly or indirectly offering to acquire or acquiring the
      beneficial ownership of more than 10% of any class of equity securities of
      the
      Corporation. In the event that stock is acquired in violation of this 10%
      limitation, the excess shares will no longer be counted in determining the
      total
      number of outstanding shares for purposes of any matter involving stockholder
      action and the Board of Directors of the Corporation may cause such excess
      shares to be transferred to an independent trustee for sale in the open market
      or otherwise, with the expenses of such sale to be paid out of the proceeds
      of
      the sale.

    


    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

    


    TEN
      ENT        - as
      tenants by the entireties

    


    JT
      TEN           - as
      joint
      tenants with right of survivorship and not

    as
      tenants in common

    


    UNIF
      GIFT
      MIN ACT - ______________ Custodian ______________ under (Cust)
      (Minor)

    Uniform
      Gifts to Minors Act ________________________

    (State)

    


    


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

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    For
      value
      received, _________________________________ hereby sell, assign and
      transfer

    


    PLEASE
      INSERT SOCIAL SECURITY OR OTHER

    TAXPAYER
      IDENTIFYING NUMBER OF ASSIGNEE

    


    _________________________________

    |                                    |                                      
      |

    _________________________________

    


    unto
      ______________________________________________________________ 

    PLEASE
      PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE,

    OF
      ASSIGNEE

    


    ___________________________________________________________________________________________________________________________________________

    ___________________________________________________________________________________________________________________________________________

    _________________________________

    __________________________
      shares of Common Stock represented by
      this Certificate, and do hereby irrevocably constitute and appoint
      __________________________ as Attorney, to transfer the said shares on the
      books
      of the within named Corporation, with full power of substitution.

    


    


    Dated
      _____________ __, ____

    


    


                            _______________________________

                            Signature

    


    


    


                            _______________________________

                            Signature

    


    


    Notice:
      The signature(s) to this assignment must correspond with the name(s) written
      upon the face of this Certificate in every particular, without alteration or
      any
      change whatsoever.