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                                                                       EXHIBIT 4


          INCORPORATED UNDER THE LAWS OF THE UNITED STATES OF AMERICA



                            BROOKLYN HEIGHTS BANCORP
                               BROOKLYN, NEW YORK




          $1.00 par value common stock--fully paid and non assessable

This certifies that _____________________ is the owner of ______ shares of the
common stock of BROOKLYN HEIGHTS BANCORP (the "Corporation"), a Federal
corporation.

The shares evidenced by this certificate are transferable only on the stock
transfer books of the Corporation by the holder of record hereof, in person or
by his duly authorized attorney or legal representative, upon surrender of this
certificate properly endorsed.  This Certificate in 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 signatures of its duly authorized officers and has caused its
seal to be affixed hereto.

DATED:               , 1998
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         Secretary                   (SEAL)                  President

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                            BROOKLYN HEIGHTS BANCORP

   The Corporation may provide in supplementary sections of its charter for one
or more classes of preferred stock, which shalll be separately identified. The
Board of Directors of the Corporation is authorized by resolution or
resolutions, from time to time adopted, to provide for the issuance of serial
preferred stock in series and to fix and state the voting powers, designations,
preferences, limitations and restrictions thereof.  The Corporation will
furnish to any shareholder upon request and  without charge a full description
of each class of stock and any series thereof.

   The shares represented by this Certificate may not be cumulatively voted on
any matter.

   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
               of survivorship 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





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PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER


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   (please print or typewrite name and address including postal 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 shares on the books of the within named
corporation with full power of substitution in the premises.

Dated, 
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In the presence of                    Signature:

                                               
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NOTE:  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.