Exhibit 4.1  



(FORM OF STOCK
CERTIFICATE - FRONT SIDE) 



	NUMBER	SHARES
	 	 
	COMMON STOCK

      (Par Value $.01 Per Share)	CUSIP _____________

      See reverse for
                                                                                                

  certain
definitions 



QUAINT OAK 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 Quaint Oak Bancorp, Inc., Southampton, Pennsylvania (the
“Corporation”). 



        The
shares evidenced by this Certificate are transferable only on the books of the
Corporation by the holder hereof, 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. The
shares represented by this certificate are not deposits or accounts, are not federally
insured or guaranteed and are not insured by Quaint Oak Bancorp, Inc. This Certificate is
not valid unless countersigned by the Transfer Agent and registered by the Registrar. 



        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)

        Corporate Secretary 

    	_______________________________

      Robert T. Strong

      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	________________________
		(Cust)		(Minor)


	under Uniform Gifts to Minors Act	_______________________________________________________	
		(State)
	


	UNIF TRF MIN ACT                 	________________________	 	Custodian (until age ___)
		(Cust)	 	 


	________________________	Under Uniform Transfers to Minors Act 	_____________________
	(Minor)		(State)





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 

  TAXPAYER IDENTIFYING NUMBER OF ASSIGNEE 

___________________________

___________________________

______________________________________________________________________

  (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING 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 _____________ __, ____


                                      

	 	______________________________________________________
	NOTICE: 	THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS

      WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT
      ALTERATION,     ENLARGEMENT
OR ANY CHANGE WHATSOEVER.











Signature(s) Guaranteed 

 

By __________________________________________________


THE SIGNATURES(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION


(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH


MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT 

TO
S.E.C. RULE 17 AD-15.