<PAGE>

                                                                 EXHIBIT 4.1

       [Number                       [Shares
         AC-1]                     **______**]

                                                   [See Reverse for
                                                 Certain Restrictions]

FirstStar Bank of Minnesota, N.A.
---------------------------------
Authorized Signatory

                                       
                 Incorporated under the laws of the State of Nevada

                            HARVEYS CASINO RESORTS

                       _________ Shares $.01 Par Value
                             Class __ Common Stock

THIS IS TO CERTIFY THAT ______________________ IS THE OWNER OF 
**__________________________________________**
                                       
           Fully Paid and Non-Assessable Shares of Class __ Common Stock of
                             HARVEYS CASINO RESORTS

transferable only on the books of the Corporation by the holder thereof in 
person or by a duly authorized Attorney upon surrender of this Certificate 
properly endorsed.

WITNESS, the seal of the Corporation and the signatures of its duly 
authorized officers.

DATED February 2, 1999
                                     [Seal]
                                       

      [Signature]                                          [Signature]
    -------------------                                  -----------------
    Assistant Secretary                                     President

<PAGE>

     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
                                                       -----         ----------
   TEN ENT   --as tenants by the entireties           (Cust)         (Minor)
                                                   under Uniform Gifts to Minors
   JT TEN    --as joint tenants with right of      Act
               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
                   --
[PLEASE INSERT SOCIAL SECURITY OR OTHER
   IDENTIFYING NUMBER OF ASSIGNEE]

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    (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING
               POSTAL ZIP CODE 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
--------------------------
IN PRESENCE OF

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

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 WHATEVER.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, 
ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF (A "TRANSFER") EXCEPT IN 
ACCORDANCE WITH THE PROVISIONS OF A STOCKHOLDERS AGREEMENT DATED AS OF 
FEBRUARY 2, 1999. ANY TRANSFEREE OF THESE SECURITIES TAKES SUBJECT TO THE 
TERMS OF SUCH AGREEMENT, A COPY OF WHICH IS ON FILE WITH THE COMPANY.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER 
THE SECURITIES ACT OF 1933 (THE "ACT") OR STATE SECURITIES LAWS, AND NO 
TRANSFER OF THESE SECURITIES MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE 
REGISTRATION STATEMENT UNDER THE ACT, OR (B) PURSUANT TO AN EXEMPTION 
THEREFROM WITH RESPECT TO WHICH THE COMPANY MAY, UPON REQUEST, REQUIRE A 
SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER THAT SUCH TRANSFER IS EXEMPT 
FROM THE REQUIREMENTS OF THE ACT.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER 
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND SUCH 
SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT 
(1) PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE 
REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN 
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN 
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED 
STATES.

THE OWNERSHIP AND TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE 
ARE SUBJECT TO AND RESTRICTED BY THE TERMS AND CONDITIONS OF A CERTAIN 
TRANSFER RESTRICTION AGREEMENT DATED FEBRUARY 1, 1998. THE CORPORATION WILL 
FURNISH A COPY OF SUCH TRANSFER RESTRICTION AGREEMENT WITHOUT CHARGE TO ANY 
STOCKHOLDER ON REQUEST.

Stockholders may obtain a copy of a statement setting forth in full or 
summarizing the voting powers, designations, preferences, limitations, 
restrictions and relative rights of the various classes of stock or series 
thereof of the company at its office located at: Highway 50, P.O. Box 128, 
Stateline, Nevada 89449.