AmeriServ Financial (ASRV) S-3 Shelf registration

EXHIBIT 4.1

NUMBER	AmeriServ Financial, Inc.	SHARES
COMMON STOCK	[AMERISERV LOGO HERE]
		COMMON STOCK
	INCORPORATED UNDER THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA	SEE REVERSE FOR IMPORTANT NOTICE ON TRANSFER RESTRICTIONS AND OTHER INFORMATION
	PAR VALUE $2.50 PER SHARE	CUSIP 03074-A102

This Certifies that

is the record holder of

FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK OF

AMERISERV FINANCIAL, INC.

transferable only 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 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:

                                                                                [SEAL]

CORPORATE SECRETARY	CHIEF FINANCIAL OFFICER
AMERISERV FINANCIAL, INC.

                THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN AMERISERV FINANCIAL, INC. (THE SUCCESSOR NAME OF USBANCORP, INC. (THE “COMPANY”) AND FLEET NATIONAL BANK, AS RIGHTS AGENT (THE “RIGHTS AGENT”), DATED AS OF FEBRUARY 24, 1995 (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREIN INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY.  UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY THIS CERTIFICATE.  THE COMPANY OR THE RIGHTS AGENT 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 SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY ADVERSE PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.

                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
		survivorship and not as tenants			Act
		in common					(State)
			UNIF TRF MIN ACT	-				Custodian (Unit age			)
						(Cust)
								under 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

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
	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.
In Presence of
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.