Exhibit
4.1

         

        
          	
                  ALX
      11876

                	 
      
	 
      	 
      
	
                  TRANSFER
      RESTRICTED

                	
                  SEE
      REVERSE SIDE

                
	 
      	 
      
	
                  THIS
      CERTIFICATE IS TRANSFERABLE IN

                  THE
      CITIES OF NEW YORK, NY AND CHARLOTTE, NC

                	 
      
	 
      	 
      
	
                  INCORPORATED
      UNDER THE LAWS

                	
                  COMMON
      STOCK

                
	
                  OF
      THE STATE OF DELAWARE

                	
                  PAR
      VALUE $1.00

                
	 
      	 
      
	 
      	
                  CUSIP
      014752 10 9

                
	 
      	 
      
	 
      	
                  SEE
      REVERSE FOR CERTAIN DEFINITIONS

                


        

        


         

        ALEXANDER’S,
INC.

         

        


         

        
          	
                  This
      Certifies that

                
	 
	 
      
	 
      
	
                  is
      the owner of

                
	 
	 
      


        

         

        FULLY
PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF

         

        Alexander’s,
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 unless countersigned by the Transfer Agent and
registered by the Registrar.

        


         

        COUNTERSIGNED
AND 
REGISTERED AMERICAN STOCK 
TRANSFER TRUST COMPANY 
TRANSFER AGENT
AND REGISTRAR

         

        
          	
                   

                	 
      	
                   

                	 
      	
                   

                	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  Authorized
      Officer

                	 
      	
                  Authorized
      Officer

                	 
      


        

        


         

        WITNESS
the facsimile seal of the Corporation and the facsimile signatures of its duly
authorized officers.

         

        
          
            
            

          

          
            1

            
              

            

          

          
            
            

          

        

        


         

        ALEXANDER’S,
INC.

         

        THE
CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS, THE
POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER
SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF, AND THE QUALIFICATIONS,
LIMITATIONS, OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. SUCH REQUEST MAY
BE MADE TO THE CORPORATION OR TO THE TRANSFER AGENT NAMED ON THE FACE OF THIS
CERTIFICATE.

         

        The
shares of Common Stock represented by this certificate are subject to
restrictions on ownership and transfer for the purpose of maintaining the
Corporation’s eligibility to be taxed as a real estate investment trust (“REIT”)
under the Internal Revenue Code of 1986, as amended (the “Code”). No Person may
Beneficially Own or Constructively Own shares of Common Stock in excess of the
applicable Ownership Limit or Constructive Ownership Limit, respectively, with
respect to the outstanding Common Equity Stock of the Corporation (unless such
Person is an Existing Holder or an Existing Constructive Holder, respectively,
of such Shares). Any Person who attempts to Beneficially Own or Constructively
Own Shares in excess of the above limitations must immediately notify the
Corporation. If the restrictions on ownership and transfer are violated, the
shares of Common Stock represented hereby will be automatically exchanged for
shares of Excess Stock which will be held in trust by the Corporation. In
addition, the shares of Common Stock represented by this certificate are subject
to the restrictions on transferability that are set forth in section 7 of
Article IV of the Corporation’s Amended and Restated Certificate of
Incorporation. All capitalized terms used in this legend have the meanings set
forth in the Corporation’s Amended and Restated Certificate of Incorporation, a
copy of which, including the restrictions on ownership and transfer, will be
sent without charge to each shareholder who so requests.

         

        


         

        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                                                                             
                         (Cust)                           (Minor)

         

        JT TEN
—as joint tenants with right
of                                                                                           under
Uniform Gifts to Minors Act

        survivorship
and not as tenants in
common                                                                                     __________________________________

         

        (State)

         

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

        


         

        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        

         

      

       

      
        
          	
                  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 capital 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

                	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      	 
      


        

      

    

     

     

    
       

      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 WHATEVER.

       

       

       

       3