Exhibit 4.1
                           FORM OF STOCK CERTIFICATE

                          [FRONT OF STOCK CERTIFICATE]

                          NEW PEOPLES BANKSHARES, INC.
           INCORPORATED UNDER THE LAWS OF THE COMMONWEALTH OF VIRGINIA

 NUMBER                                                                 SHARES

- ---------------------                                         ------------------

  OWNER(S)                                                       SEE REVERSE FOR
                                                             CERTAIN DEFINITIONS






         FULLY PAID AND  NON-ASSESSABLE  SHARES OF THE  COMMON  STOCK OF THE PAR
VALUE OF 4.00 PER SHARE OF NEW PEOPLES BANKSHARES, INCORPORATED, transferable 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 by the Transfer Agent.

         Witness  the  facsimile  seal  of the  Corporation  and  the  facsimile
signature of its duly authorized officers.

Dated:

- ----------------------------------           -----------------------------------
AUTHORIZED SIGNATURE                         AUTHORIZED SIGNATURE


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                                          -------------------------------------
                                                       SHAREHOLDER


                                          -------------------------------------
                                                    CERTIFICATE NUMBER


                                          -------------------------------------
                                                          SHARES


                                          -------------------------------------
                                              PLAN NUMBER           DATED


                                          -------------------------------------
                                                         CUSIP


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                           [BACK OF STOCK CERTIFICATE]

         AT SUCH TIME AS THE  CORPORATE  IS  AUTHORIZED  TO ISSUE SHARES OF MORE
THAN ONE CLASS, IT WILL FURNISH TO ANY STOCKHOLDER UPON REQUEST TO THE OFFICE OF
THIS CORPORATION IN HONAKER,  VIRGINIA,  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 THE VARIATIONS IN THE RELATIVE RIGHTS AND
PREFERENCES  BETWEEN THE SHARES OF EACH SERIES OF ANY PREFERRED OR SPECIAL CLASS
AUTHORIZED  TO BE ISSUES  IN  SERIES,  SO FAR AS THE SAME  HAVE  BEEN  FIXED AND
DETERMINED, AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO FIX AND DETERMINE THE
RLEATIVE RIGHTS AND PREFERENCES OF SUBSEQUENT SERIES OF ANY PREFERRED OR SPECIAL
CLASS.

         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                            (State)
               survivorship and not as tenants
               in common


     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 of the capital 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 TO 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 WHATSOEVER.  SIGNATURE MUST BE GUARANTEED.

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                                                       ENDORSEMENT GUARANTEED