JEVIC TRANSPORTATION, INC.
                                  COMMON STOCK

   This Corporation is authorized to issue 50,000,000 shares of Common Equity
    without par value, of which 40,000,000 shares are of a series designated
         Common Stock and 10,000,000 shares are of a series designated
                              Class A Common Stock.

THIS CERTIFIES THAT _____________________________ is the owner of _____________
__________________ fully paid and non-assessable Shares of the Common Stock
of the above named Corporation 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.

         In Witness Whereof, the said Corporation has caused this Certificate
to be signed by its duly authorized officers and its Corporate Seal to be
hereunto affixed this __________________ day of _________________ A.D. 19______.


_______________________________      [SEAL]      _______________________________
    Secretary/Treasurer                               Chairman of the Board




          The Corporation will furnish to any shareholder upon request and
without charge a full or summary statement of the designations, voting
rights, preferences, limitations and special rights of the shares of each
class and series authorized to be issued so far as they have been fixed and
determined, and the authority of the Board of Directors to fix and determine
the designations, voting rights, preferences, limitations and special rights
of each class and series  of shares 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      UNIF GIFT MIN ACT --....... Custodian ......... under
   TEN ENT -- as tenants by the entireties                  (Cust)            ( Minor)
   JT TEN  -- as joint tenants with right of survivorship   Uniform Gifts to Minors Act .......
              and not as tenants in common                                              (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
- --------------------------------------

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Shares represented by the within Certificate, and do hereby irrevocably
constitute and appoint __________________________________________, Attorney to
transfer the said Shares on the books of the within named Corporation with full
power of substitution in the premises.

Dated ____________ 19__
       In presence of
                                         ______________________________________
_________________________________________

NOTICE. The signature of 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.