Exhibit 4-1

SPECIMEN

                                                                   COMMON STOCK
                                                                       SHARES
      NUMBER
FRB-


                      FIRST RELIANCE Bancshares, Inc. (TM)
              ----------------------------------------------------
                 INCORPORATED UNDER THE LAWS OF SOUTH CAROLINA


                                                               CUSIP 33615Q 10 0

THIS CERTIFIES THAT SPECIMEN


IS THE OWNER OF SPECIMEN


Fully paid and  non-assessable  shares of $.01 par value  common  stock of First
Reliance  Bancshares  Inc.  transferable  on the books of the Corporation by the
holder hereof in person or by duly  authorized  attorney upon  surrender of this
Certificate properly endorsed. This Certificate is not valid until countersigned
and registered by the Transfer  Agent and Registrar.  Witness the facsimile seal
of the Corporation and the facsimile signatures of its duly authorized officers.


Dated:



/s/                          [Corporate Seal]      /s/
-----------------------                                ------------------------
             Secretary                                                President




COUNTERSIGNED AND REGISTERED:

REGISTRAR AND TRANSFER COMPANY
(Cranford, New Jersey)

TRANSFER AGENT
AND REGISTRAR

AUTHORIZED SIGNATURE


<PAGE>

                     FIRST RELIANCE BANCSHARES, INC.

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>
<CAPTION>


<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                                 under Uniform Gifts to Minors
          right of survivorship and
          not as tenants in common                              Act ________________________________________
                                                                                     (State)
                                                 UNIF TRF MIN ACT-  ____________________Custodian (until age___________)
                                                                        (Cust)

                                                                  ____________________under Uniform Transfers
                                                                          (Minor)
                                                                to Minors Act_________________________
                                                                                        (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
________________________________________________________________________________


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

________________________________________________________________________________


__________________________________________________________________________Shares
of the common 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_____________________________________

                              X____________________________________________

                              X____________________________________________
                              NOTICE:  THE  SIGNATURE(S) TO 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.

SIGNATURE(S) GUARANTEED

By
_____________________________________________________________________
THE  SIGNATURE(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 17Ad-15.



 KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN OR DESTROYED THE
CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A
REPLACEMENT CERTIFICATE.