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                                                                     EXHIBIT 4.3

           TEMPORARY CERTIFICATE: EXCHANGEABLE FOR DEFINITIVE ENGRAVED
                       CERTIFICATE WHEN READY FOR DELIVERY

COMMON STOCK                                                    COMMON STOCK
--------------------                                           -----------------
                         SHELBOURNE PROPERTIES II, INC.
--------------------                                           -----------------
$0.01 PAR VALUE                                                $0.01 PAR VALUE



Incorporated under the laws of the State of Delaware         CUSIP _____________
TRANSFERABLE IN THE CITY OF NEW YORK, NY                     SEE REVERSE FOR
                                                             CERTAIN DEFINITIONS
                                                             AND RESTRICTIONS


           -------------------------------------------------------
           THIS CERTIFIES THAT



           IS THE OWNER OF

           -------------------------------------------------------


                  FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF
SHELBOURNE PROPERTIES II, 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 and the shares represented
hereby are issued and shall be subject to all of the provisions of the
Certificate of Incorporation and By-Laws of the Corporation, each as from time
to time amended, to all of which the holder by acceptance hereof assents. 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
signature of its duly authorized officers.

DATED:

                    (SEAL OF SHELBOURNE PROPERTIES II, INC.)


-----------------------------------       --------------------------------------
TREASURER                                  PRESIDENT



<TABLE>
<S>                                                                                <C>
                                                                                   ----------------------------------
Countersigned and Registered: American Stock Transfer & Trust Company              Transfer Agent
                                                                                   and Registrar


                                                                                   ----------------------------------
                                                                                   Authorized Signature
</TABLE>


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                         SHELBOURNE PROPERTIES II, INC.

         The shares of Shelbourne Properties II, Inc. (the "Corporation")
represented by this Certificate are subject to restrictions set forth in the
Corporation's Certificate of Incorporation which prohibit in general (a) any
Person (other than a Related Party) from Beneficially Owning shares of Equity
Stock in excess of the Ownership Limit, (b) any Related Party from Beneficially
Owning shares of Equity Stock in excess of the Related Limit and (c) any Person
from acquiring or maintaining any ownership interest in the stock of the
Corporation that is inconsistent with (i) the requirements of the Code
pertaining to real estate investment trusts or (ii) the Certificate of
Incorporation of the Corporation, and the holder of this certificate by his
acceptance hereof consents to be bound by such restrictions. Any purported
Transfer of Equity Stock in violation of such restrictions shall be void AB
INITIO and the Equity Stock violating such restriction, whether as a result of a
Transfer or Non-Transfer Event, shall automatically be converted into shares of
Excess Stock and transferred to a Trust for disposition as provided in the
Corporation's Certificate of Incorporation. Capitalized terms used in this
paragraph and not defined herein are defined in the Corporation's Certificate of
Incorporation.

         The Corporation will furnish without charge, to each stockholder who so
requests, a copy of the relevant provisions of the Certificate of Incorporation
and By-laws of the Corporation, a copy of the provisions setting forth the
designations, preferences, privileges and rights of each class of stock or
series thereof that the Corporation is authorized to issue and the
qualifications, limitations and restrictions of such preferences and/or rights.
Any such request may be addressed to the Secretary of the Corporation or to the
transfer agent named on the face hereof.

         This certificate also evidences and entitles the holder hereof to
certain Rights as set forth in a Shareholder Rights Agreement between the
Corporation and American Stock Transfer & Trust Company, as Rights Agent, dated
as of ________ __, 2000, as amended, restated, renewed or extended from time to
time (the "Rights Agreement"), the terms of which are hereby incorporated herein
by reference and a copy of which is on file at the principal offices of the
Corporation and the stock transfer administration office of the Rights Agent.
Under certain circumstances, as set forth in the Rights Agreement, such Rights
will be evidenced by separate certificates and will no longer be evidenced by
this certificate. The Corporation may redeem the Rights at a redemption price of
$0.001 per Right, subject to adjustment, under the terms of the Rights
Agreement. The Corporation will mail to the holder of this certificate a copy of
the Rights Agreement, as in effect on the date of mailing, without charge
promptly after receipt of a written request therefor. Under certain
circumstances, Rights issued held by Acquiring Persons or any Affiliates or
Associates thereof (as defined in the Rights Agreement), and any subsequent
holder of such Rights, may become null and void. The Rights shall not be
exercisable, and shall be void so long as held, by a holder in any jurisdiction
where the requisite qualification to the issuance to such holder, or the
exercise by such holder, of the Rights in such jurisdiction shall not have been
obtained or be obtainable.

         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_______
                                                          (Cust)         (Minor)

TEN ENT - as tenants by the
          entireties                                    under Uniform Gifts to
                                                        Minors Act

                                                        ------------------------
JT TEN - as joint tenants with right                             (State)
         of survivorship and not as
         Tenants in common


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         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

[                           ]
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    PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL 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______________



                               Signature(s)
                                           ----------------- ------------------


Signature Guaranteed by:                    NOTICE;  The signature(s) 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

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