ex4-1





Exhibit 4.1


(FORM OF STOCK CERTIFICATE – FRONT SIDE)



	 	 	 
	NUMBER		
SHARES



[Company Logo]



	 	 	 
	COMMON STOCK		
CUSIP____________

See reverse for

certain definitions



HERITAGE BANCSHARES, INC.



INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE



      This certifies that ___________________________________ is the registered
holder of _________________ fully paid and nonassessable shares of the Common
Stock, par value $.01 per share, of Heritage Bancshares, Inc., Terrell, Texas
(the “Corporation”), incorporated under the laws of the State of Delaware.


      The shares evidenced by this Certificate are transferable only on the
books of the Corporation by the holder of record 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 Certificate of Incorporation and Bylaws of
the Corporation and any and all amendments thereto. The shares represented by
this certificate are not deposits or accounts and are not federally insured or
guaranteed. 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)		
________________________________________
	
	
	
	

	Joe T. Rogers		
John H. Mackey
	
	
	
	

	Secretary		
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, preferences and limitations between the shares of each series
so far as the rights, preferences and limitations have been fixed and
determined and the authority of the Board of Directors to fix and determine the
relative rights, preferences and limitations of subsequent series.


      The Certificate 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 Certificate of Incorporation of the Corporation contains provisions
that the affirmative vote of at least 80% of the Voting Shares (as defined) may
be required to approve certain business combinations and other actions.


      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 TRANS MIN ACT – _______________ Custodian ___________ under

            
                  
                  
      
(Cust)                        
     
 (Minor)


      Uniform Transfers to Minors Act ____________________

                        
                        
            
(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 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)
as written upon the face of this Certificate in every particular, without
alteration or enlargement, or any change whatever.



	 	 	 
	SIGNATURE(S) GUARANTEED:		
________________________________________________________________________________
	
	
	
	

			
The signature(s) should be guaranteed by an eligible
guarantor institution (bank, stockbroker, savings and
loan association or credit union) with membership in an
approved signature medallion program, pursuant to
S.E.C. Rule 17Ad-15.