COMMON STOCK
NUMBER ___                                          ___ SHARES
              CUMBERLAND MOUNTAIN BANCSHARES, INC.

      INCORPORATED UNDER THE LAWS OF THE STATE OF TENNESSEE

                                               CUSIP 230755 10 0
This certifies that 


is the owner of

FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, PAR VALUE
$0.01 PER SHARE, OF

Cumberland Mountain Bancshares, Inc. (the "Corporation"), a
corporation organized under the laws of the State of Tennessee. 
The shares represented by this certificate are transferable only on
the stock transfer books of the Corporation by the holder of record
hereof, or by his duly authorized attorney or legal representative
upon the surrender of this certificate properly endorsed.  This
certificate is not valid until countersigned and registered by the
Corporation's transfer agent and registrar 

THIS SECURITY IS NOT A DEPOSIT OR ACCOUNT AND IS NOT FEDERALLY
INSURED OR GUARANTEED.

IN WITNESS WHEREOF, the Corporation has caused this certificate to
be executed by the facsimile signature of its duly authorized
officers and has caused a facsimile of its corporate seal to be
hereunto affixed.

Dated:

/s/ J.D. Howard                            /s/ James J. Shoffner
____________________________               _____________________
J.D. Howard                                 James J. Shoffner
Secretary                                   President 

Countersigned:
   
     ILLINOIS STOCK TRANSFER COMPANY
     ------------------------------
     Transfer Agent

By: _____________________________
    Authorized Signature

                      [CORPORATE SEAL]

    The Charter includes a provision which imposes certain
restrictions on the voting rights of beneficial owners of more than
10% of any class of equity security of the Corporation unless the
acquisition of shares in excess of 10% is approved by a two-thirds
vote of the Continuing Directors (as such term is defined in the
Corporation's Charter).  The Corporation will furnish without
charge to each stockholder who so requests information relating to
the voting restrictions on more than 10% beneficial owners.


     The shares represented by this certificate are issued subject
to all the provisions of the Charter and Bylaws of the Corporation
as from time to time amended (copies of which are on file at the
principal executive office of the Corporation), to all of which the
holder by acceptance hereof assents.

     The Corporation will furnish without charge to each
stockholder who so requests, the designations, relative rights,
preferences and limitations, determined for each series (and the
authority of the Board of Directors to determine variations for
future series) of each class of stock or series thereof that the
Corporation is authorized to issue.  Such request may be made in
writing to the Secretary of the Corporation.

     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 TRANSFER 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(S), ASSIGN(S) AND TRANSFER(S) 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 evidenced by this certificate, and do hereby
irrevocably constitute and appoint ____________________________,
Attorney, to transfer the said shares on the books of the
Corporation, with full power of substitution.

Dated _______________________
                              ___________________________________
NOTICE:  THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE
NAME OF THE STOCKHOLDER(S) AS WRITTEN UPON THE FACE OF THE
CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT
OR ANY CHANGE WHATEVER. 

SIGNATURE GUARANTEED:         ___________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION SUCH AS A COMMERCIAL BANK, TRUST COMPANY, SAVINGS AND
LOAN, CREDIT UNION OR BROKER.