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                                                                     EXHIBIT 4.1

<TABLE>
<S>                                                    <C>

                       [RAM LOGO]                                    SHARES

                   RAM HOLDINGS LTD.                   CUSIP G7368R 10 4
                                                       SEE REVERSE FOR CERTAIN DEFINITIONS
         INCORPORATED UNDER THE LAWS OF BERMUDA
</TABLE>

THIS CERTIFIES THAT

IS THE REGISTERED HOLDER OF

 FULLY PAID AND NON-ASSESSABLE COMMON SHARES OF THE PAR VALUE OF $0.10 EACH OF
                              THE SHARE CAPITAL OF

RAM Holdings Ltd. (hereinafter called the "Company"), subject to the memorandum
association and the bye-laws of the Company and transferable in accordance
therewith. This certificate is not valid until countersigned by the Transfer
Agent and registered by the Registrar.

 Witness, the seal of the Company and the signatures of its duly authorized
officers.

Dated                                                BY:   AUTHORIZED SIGNATURE

[SEAL]                       [SIGNATURE]                     [SIGNATURE]
                           -----------------               -----------------
                           SECRETARY                       DIRECTOR

                                 COUNTERSIGNED AND REGISTERED:
                                          THE BANK OF NEW YORK
                                                  (New York, NY)

                                                                  TRANSFER AGENT
                                                                   AND REGISTRAR

                                 BY:


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                                RAM HOLDINGS LTD.

      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:

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<S>                                             <C>
  TEN COM  - as tenants in common               UNIF GIFT MIN ACT- _____________ Custodian ________
  TEN ENT  - as tenants by the entireties                            (Cust)                 (Minor)
  JT TEN   - as joint tenants with right                           under Uniform Gifts to Minors
             of survivorship and not as                            Act ________________
             tenants in common                                                  (State)
</TABLE>

     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
 [ _________________________ ]

________________________________________________________________________________
  (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

________________________________________________________________________________

________________________________________________________________________________

_________________________________________________________________________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 Company 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
                     WHATEVER.

Signature(s) Guaranteed:

THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN
AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE
17Ad-15.