Exhibit 4.1


                Form of Stock Certificate of FPB Financial Corp.









                    (FORM OF STOCK CERTIFICATE - FRONT SIDE)

NUMBER                                                                    SHARES



COMMON STOCK                                         CUSIP
(Par Value $.01 Per Share)                                     See reverse for
                                                             certain definitions


                               FPB FINANCIAL CORP.
                    Incorporated Under the Laws of Louisiana




         This   certifies   that   ___________________________________   is  the
registered holder of _________________  fully paid and non-assessable  shares of
the Common Stock,  par value $.01 per share,  of FPB Financial  Corp.,  Hammond,
Louisiana (the "Corporation").

         The shares  evidenced by this Certificate are transferable in person or
by a duly authorized  attorney or legal  representative,  upon surrender of this
Certificate  properly  endorsed.  This  Certificate  and the shares  represented
hereby are subject to all the  provisions of the Articles of  Incorporation  and
Bylaws of the Corporation and any and all amendments thereto.

         This  Certificate  is not valid  unless  countersigned  by the Transfer
Agent and registered by the Registrar.

         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 facsimile seal to be affixed hereto.

Dated:



____________________           (SEAL)              _____________________________
G. Wayne Allen                                     Fritz W. Anderson, II
Secretary                                          President and Chief Executive
                                                   Officer







                     (FORM OF STOCK CERTIFICATE - BACK SIDE)

         The  Corporation  is  authorized to issue more than one class of stock,
including a class of preferred  stock which may be issued in one or more series.
The  Corporation  will  furnish to any  stockholder,  upon  written  request and
without charge, a full statement of the designations,  preferences,  limitations
and  relative  rights of the shares of each class  authorized  to be issued and,
with respect to the issuance of any preferred stock to be issued in series,  the
relative rights and preferences  between the shares of each series so far as the
rights and  preferences  have been fixed and determined and the authority of the
Board of Directors to fix and determine the relative  rights and  preferences of
subsequent series.

         The Articles of  Incorporation  of the Corporation  include a provision
which generally prohibits any person (including an individual,  company or group
acting in concert) from directly or indirectly  offering to acquire or acquiring
the beneficial  ownership of more than 10% of any class of equity  securities of
the  Corporation.  In the event that stock is acquired in  violation of this 10%
limitation, the excess shares will no longer be counted in determining the total
number of outstanding  shares for purposes of any matter  involving  stockholder
action and the Board of  Directors  of the  Corporation  may cause  such  excess
shares to be transferred  to an independent  trustee for sale in the open market
or  otherwise,  with the expenses of such sale to be paid out of the proceeds of
the sale.

         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 GIFT MIN ACT - ______________ Custodian ______________ under       (Cust)
                   (Minor)
              Uniform Gifts to Minors Act ________________________
                                          (State)


Additional abbreviations may also be used though not in the above list.







         For  value  received,  _________________________________  hereby  sell,
assign and transfer

PLEASE INSERT SOCIAL SECURITY OR OTHER
TAXPAYER IDENTIFYING NUMBER OF ASSIGNEE

[                        ]
[                        ]

unto ___________________________________________________________________________

PLEASE  PRINT OR  TYPEWRITE  NAME AND  ADDRESS,  INCLUDING  POSTAL ZIP CODE,  OF
ASSIGNEE

================================================================================

_________________________________________________________________    shares   of
Common  Stock  represented  by  this  Certificate,  and  do  hereby  irrevocably
constitute and appoint  __________________________  as Attorney, to transfer the
said  shares on the books of the within  named  Corporation,  with full power of
substitution.


Dated _____________ __, ____


                                                   _____________________________
                                                   Signature



                                                   _____________________________
                                                   Signature


Notice:  The  signature(s)  to this  assignment must correspond with the name(s)
written  upon  the  face  of  this  Certificate  in  every  particular,  without
alteration or enlargement or any change whatsoever.