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                                   EXHIBIT 4.1

                            THE ACKERLEY GROUP, INC.

                          EMPLOYEE STOCK PURCHASE PLAN

         1. PURPOSE. The purpose of the Plan is to provide employees of the
Company and its Designated Subsidiaries with an opportunity to purchase Common
Stock of the Company through accumulated payroll withholding amounts. It is the
intention of the Company that the plan qualify as an "Employee Stock Purchase
Plan" within the meaning of Code Section 423, and the provisions of the Plan
shall be construed in a manner consistent with the requirements of Code Section
423.

         2. DEFINITIONS.

                  (a) "Base Pay" shall mean the Participant's federal income tax
         withholding compensation from the Company or any of its subsidiaries
         during the calendar year for services rendered (such as wages, salary,
         overtime, commissions, and other remuneration that is reportable to the
         federal government for the purpose of withholding federal income taxes
         and is reflected on a Participant's W-2 income tax statement),
         excluding payments of any annual budget incentive plan bonuses and
         non-cash payments.

                  (b) "Board" shall mean the Company's Board of Directors.

                  (c) "Change in Control" shall have the meaning set forth in
         paragraph 16.

                  (d) "Code" shall mean the Internal Revenue Code of 1986, as
         amended.

                  (e) "Commencement Date" shall mean the first day of each
         Offering Period on which the New York Stock Exchange is open for
         trading.

                  (f) "Common Stock" shall mean the Company's publicly traded
         common stock, $.01 par value.

                  (g) "Company" shall mean The Ackerley Group, Inc., a Delaware
         corporation.

                  (h) "Committee" shall have the meaning set forth in paragraph
         11(a).

                  (i) "Continuous Status as an Employee" shall mean the absence
         of any interruption or termination of service as an Employee.
         Continuous Status as an Employee shall not be considered interrupted in
         the case of absence due to vacation, sick leave or FMLA leave, military
         leave or other approved leave of absence in accordance with the
         Company's policies or leave agreed to in writing by the Company,
         provided that such leave is for a period of not more than 90 days or
         reemployment upon the expiration of such leave is guaranteed by
         contract or statute.

                  (j) "Custodian" shall mean the person entity designated by the
         Committee or Plan Administrator pursuant to paragraph 11(b).



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                  (k) "Designated Subsidiary" shall mean each subsidiary that
         has been designated by the Board or the Committee as eligible to become
         a participating employer in the Plan.

                  (l) "Effective Date" shall mean January 1, 2000.

                  (m) "Employee" shall mean any person who is actually recorded
         as an employee on the Company's or Designated Subsidiary's customary
         and usual payroll records at the time the services are performed,
         provided that no person classified as an independent contractor by the
         Company or a Designated Subsidiary shall be considered an "Employee"
         for purposes of the Plan.

                  (n) "Exercise Date" shall mean the last day of each Offering
         Period on which the New York Stock Exchange is open for trading.

                  (o) "Exchange Act" shall mean the Securities Exchange Act of
         1934, as amended.

                  (p) "Fair Market Value" shall mean, on any date, the closing
         price per share of the Common Stock on the New York Stock Exchange on
         such date.

                  (q) "Offering Period" shall mean each biannual offering period
         beginning on January 1st and July 1st, and ending on June 30th and
         December 31st, respectively, of each year during the continuation of
         the Plan; provided that the Committee shall have the power to change
         the duration of Offering Periods from time to time in its sole
         discretion.

                  (r) "Option Price" shall have the meaning set forth in
         paragraph 4(c).

                  (s) "Participant" shall mean each Employee who is eligible to
         participate in the Plan and who has elected to participate in the Plan
         by timely filing a payroll withholding authorization form with the
         Committee.

                  (t) "Plan" shall mean The Ackerley Group, Inc. Employee Stock
         Purchase Plan, as amended from time to time.

                  (u) "Plan Administrator" shall mean the person designated by
         the Committee pursuant to paragraph 11(b).

                  (v) "Reserves" shall have the meaning set forth in paragraph
         15(b).

                  (w) "Subsidiary" shall mean a corporation, domestic or
         foreign, of which not less than 50% of the voting shares are held by
         the Company or a Subsidiary whether or not such corporation now exists
         or is hereafter organized or acquired by the Company or a Subsidiary.

                  (x) "Transaction" shall have the meaning set forth in
         paragraph 16(b)(iii).



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         3. EMPLOYEE ELIGIBILITY.

                  (a) Subject to the requirements of paragraph 4(b), any
         Employee shall be eligible to participate in the Plan during an
         Offering Period, provided that as of the Commencement Date of such
         Offering Period:

                        (i) the Employee's customary employment with the Company
                  or a Designated Subsidiary is more than 20 hours per week and
                  more than five months in any calendar year; and

                        (ii) the Employee has maintained Continuous Status as an
                  Employee for at least three months; and

         provided that the Employee maintains Continuous Status as an Employee
         throughout the Offering Period. For purposes of paragraph 3(a)(ii),
         service with a "predecessor employer" shall be considered service with
         the Company or a Designated Subsidiary. The term "predecessor employer"
         means an entity (i) the securities or assets of which are acquired by
         the Company or a Designated Subsidiary or which is merged into the
         Company or a Designated Subsidiary and (ii) which is so designated by
         the Committee.

                  (b) Notwithstanding any provision of the Plan to the contrary,
         no Employee shall be granted an option under the Plan:

                        (i) if, immediately after the grant, the Employee
                  (together with any other person whose stock would be
                  attributed to the Employee pursuant to Code Section 424(d)
                  would own stock and/or hold outstanding options to purchase
                  stock possessing five percent or more of the total combined
                  voting power or value of all classes of stock of the Company
                  or any Subsidiary; or

                        (ii) which permits the Employee's right to purchase
                  stock under all employee stock purchase plans (described in
                  Code Section 423) of the Company and any subsidiary to accrue
                  at a rate that exceeds $25,000 of Fair Market Value of such
                  stock (determined on the date the option is granted) for each
                  calendar year in which the option is outstanding at any time.

         4. GRANT OF OPTION; PARTICIPATION.

                  (a) On each Commencement Date, the Company shall commence an
         offer by granting each eligible Employee an option to purchase the
         maximum number of shares of Common Stock that may be purchased by the
         eligible Employee pursuant to the Plan, subject to the limitations set
         forth in paragraph 10.

                  (b) Each eligible Employee may elect to participate in the
         Plan with respect to an offer only by filing a payroll withholding
         authorization form with the Committee on or before the 15th day of the
         month preceding the Commencement Date of the Offering Period (or such
         other date as the Committee may designate from time to time in its sole



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         discretion) authorizing payroll withholding (as set forth in paragraph
         5) throughout the Offering Period.

                  (c) The option price per share of the Common Stock subject to
         an offering (the "Option Price") shall be the lesser of:

                        (i) 90% of the Fair Market Value of a share of Common
                  Stock on the Commencement Date, or

                        (ii) 90% of the Fair Market Value of a share of Common
                  Stock on the Exercise Date.

         5. PAYROLL WITHHOLDING; PLAN ACCOUNT.

                  (a) The payroll withholding authorization form filed by an
         eligible Employee with the Committee shall indicate the percentage
         amount (in whole numbers) of the Participant's Base Pay (not to exceed
         10%) that the Participant elects to use to purchase shares of Common
         Stock pursuant to the Plan. A Participant may change Participant's
         percentage amount by filing a new payroll withholding authorization
         form with the Committee on or before the 15th day of the month
         preceding the Commencement Date of the next Offering Period (or such
         other date as the Committee may designate from time to time in its sole
         discretion). The change in amount shall be effective on the
         Commencement Date of the next Offering Period and will not be effective
         for the Offering Period in progress at the time the Participant makes
         the change. A Participant's payroll withholding authorization form
         shall remain in effect for successive Offering Periods unless modified
         as provided in this paragraph or terminated as provided in paragraph 8.

                  (b) During an Offering Period, the Company shall withhold from
         each Participant's Base Pay the percentage amount elected by the
         Participant pursuant to paragraph 5(a). All payroll withholding from a
         Participant's Base Pay shall be credited to the Participant's Plan
         account. A Participant may not make any payments for the purchase of
         Common Stock pursuant to the Plan other than payments pursuant to a
         payroll withholding authorization form.

                  (c) The Participant's Plan account shall be in the name of the
         Participant or, if the Participant so directs in the initial payroll
         withholding authorization form or by written notice to the Committee
         prior to the Execution Date, in the names of the Participant and such
         other person as may be designated by the Participant as joint tenants
         with rights of survivorship, tenants in common or as community
         property, to the extent and in the manner permitted by applicable law.

         6. EXERCISE OF OPTION. Unless a Participant withdraws, the
Participant's accumulated payroll withholding amounts in accordance with
paragraph 8, the Participant's option to purchase Common Stock shall be
exercised automatically on the Exercise Date, and the maximum number of whole
shares of Common Stock subject to the option granted to each Participant shall
be purchased at the Option Price with the Participant's accumulated payroll



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withholding amounts. No fractional shares of Common Stock may be purchased.
Payroll withholding amounts that represent cash in lieu of fractional shares
shall remain in the Participant's Plan account and shall become part of the
Participant's accumulated payroll withholding amounts for the next Offering
Period. The Common Stock purchased upon exercise of an option shall be deemed to
be transferred to the Participant on the Exercise Date. During each
Participant's lifetime, the option to purchase shares of Common Stock shall be
exercisable only by the Participant.

         7. REGISTRATION AND DELIVERY OF STOCK. Certificates representing shares
of Common Stock to be delivered to a Participant pursuant to the Plan shall be
registered in the name of the Participant, held by the Custodian and credited to
the Participant's Plan account. Upon written request by a Participant or a
Participant's legal representative to the Custodian, the Custodian shall arrange
for issuance and delivery of such certificates to the Participant's Plan
account. The Custodian may require a Participant or a Participant's legal
representative to provide such documentation as may be reasonably required in
connection with the issuance and transfer of certificates of Common Stock.

         8. WITHDRAWAL FROM PLAN; TERMINATION OF EMPLOYMENT.

                  (a) During an Offering Period, a Participant may withdraw all,
         but not less than all, of the Participant's payroll withholding amounts
         prior to the Exercise Date of an Offering Period by giving written
         notice to the Committee. All of the Participant's payroll withholding
         amounts shall be paid to the Participant as soon as administratively
         feasible after receipt of written notice of withdrawal, and the
         Participant's option for the Offering Period shall be automatically
         terminated.

                  (b) Any Participant who withdraws from the Plan during an
         Offering Period pursuant to paragraph 8(a) shall not be eligible to
         participate in the Plan for the remainder of the Offering Period. To
         participate in the Plan for a subsequent Offering Period, the
         Participant must file a new payroll withholding authorization form with
         the Committee on or before the date prescribed pursuant to paragraph
         4(b).

                  (c) Upon termination of a Participant's Continuous Status as
         an Employee prior to the Exercise Date of an Offering Period on account
         of retirement or disability (in accordance with the Company's personnel
         policies) or death, the Participant's payroll withholding amounts shall
         be used to purchase Common Stock on the next succeeding Exercise Date
         unless the Participant (or in the case of the Participant's death, the
         legal representative of the Participant's estate) elects to withdraw
         the Participant's payroll withholding amounts in cash prior to the
         Exercise Date. Upon termination of a Participant's Continuous Status as
         an Employee for any other reason, the Participant's payroll withholding
         amounts shall be refunded to the Participant in cash as soon as
         administratively feasible after such termination.

         9. INTEREST. No interest shall accrue on or be payable to a
Participant's payroll withholding amounts.



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         10. AUTHORIZED STOCK; STOCKHOLDER RIGHTS.

                  (a) The maximum number of shares of Common Stock that shall be
         reserved for issuance pursuant to the Plan shall be 1,500,000, subject
         to adjustment due to changes in capitalization of the Company as
         provided in paragraph 15. If the total number of shares of Common Stock
         that would otherwise be subject to options granted pursuant to
         paragraph 4(a) on a Commencement Date exceeds the number of shares of
         Common Stock then available under the Plan (after deduction of all
         shares of Common Stock for which options have been exercised or are
         then outstanding), the Committee shall make a pro rata allocation of
         the shares of Common Stock remaining available for option grant in a
         uniform manner. In such event, the Committee shall give notice to each
         Participant of the reduction in the number of shares of Common Stock
         available for option grant and, if necessary, shall reduce the rate of
         payroll withholding of all affected Participants. The Plan shall
         terminate if no Common Stock is available for issuance pursuant to the
         Plan. The Common Stock available for issuance pursuant to the Plan may
         be authorized but unissued shares, treasury shares or shares purchased
         by the Company in the public market for issuance pursuant to the Plan.
         The Company shall pay all brokerage commissions and fees incurred in
         connection with the purchase of Common Stock for issuance pursuant to
         the Plan.

                  (b) No Participant shall have rights as a stockholder with
         respect to Common Stock subject to an option until such shares of
         Common Stock have been purchased for the Participant's Plan account in
         accordance with the provisions of the Plan.

         11. ADMINISTRATION OF PLAN.

                  (a) The Plan shall be administered by a committee comprised of
         one or more individuals (the "Committee") appointed from time to time
         by the Board. The Committee shall have full power and authority to
         promulgate rules and regulations for the proper administration of the
         Plan, to interpret the provisions and supervise the administration of
         the Plan and to take all actions in connection with or in relation to
         the Plan as it deems necessary or desirable. Decisions of the Committee
         shall be made by a majority of its members and shall be final for all
         purposes. The Company shall pay all expenses incurred in connection
         with the administration of the Plan.

                  (b) The Committee may delegate all or part of its power and
         authority to administer the Plan to a Plan Administrator appointed by
         the Committee. The Plan Administrator (or the Committee if no Plan
         Administrator has been appointed) may delegate the responsibility for
         the day-to-day operations of the Plan to a Custodian. The Custodian
         shall establish and maintain an account for each Participant for the
         purpose of holding Common Stock on behalf of each Participant.

         12. RESTRICTIONS ON TRANSFERABILITY. Neither payroll withholding
amounts nor any rights with regard to the exercise of an option or to receive
Common Stock pursuant to the Plan may be assigned, transferred, pledged or
otherwise disposed of in any way (other than by will or the laws of descent and
distribution) by the Participant. Any such attempted assignment,



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transfer, pledge or other disposition shall be ineffective except that the
Committee may treat such act as an election to withdraw payroll withholding
amounts in accordance with paragraph 8.

         13. USE OF FUNDS. All payroll withholding amounts pursuant to the Plan
may be used by the Company for any corporate purpose, and the Company shall not
be obligated to segregate payroll withholding amounts from its other assets.

         14. REPORTS. Statements of account shall be give to each Participant as
soon as administratively feasible after each Exercise Date. The statements shall
set forth the Participant's payroll withholding amounts throughout the Offering
Period, the Option Price, the number of shares of Common Stock purchased and the
cash balance, if any, in the Participant's Plan Account.

         15. ADJUSTMENTS. Subject to any required action by the stockholders of
the Company,

                  (a) the number of shares of Common Stock subject to each
         option granted pursuant to the Plan that has not been exercised,

                  (b) the number of shares of Common Stock that has been
         authorized for issuance pursuant to the Plan but has not been placed
         under option (collectively, the "Reserves"), and

                  (c) the Option Price of Common Stock subject to each option
         granted pursuant to the Plan that has not been exercised,

         shall be proportionately adjusted for any increase or decrease in the
         number of issued shares of Common Stock resulting from a stock split,
         reverse stock split, stock dividend, combination or reclassification of
         the Common Stock or similar capital adjustment, or any other increase
         or decrease in the number of shares of Common Stock effected without
         receipt of consideration by the Company, provided that conversion of
         any convertible securities of the Company shall not be deemed to have
         been "effected without receipt of consideration." Such adjustment shall
         be made by the Board whose determination shall be final, binding and
         conclusive for all purposes. Except as expressly provided in the plan,
         no issue by the Company of shares of stock of any class or securities
         convertible into shares of stock of any class shall affect, and no
         adjustment by reason thereof shall be made with respect to, the number
         or Option Price of the shares of Common Stock subject to an option
         granted pursuant to the Plan.

         16. EFFECTS OF CERTAIN CHANGES. In the event of the dissolution or
liquidation of the Company, the Offering Period shall terminate immediately
prior to the consummation of such event unless otherwise provided by the Board.
In the event that the Company enters into an agreement to merge into,
consolidate with or otherwise transfer all or substantially all of its assets to
another corporation or a Change in Control or threatened Change in Control (as
determined by the Committee in its sole discretion) occurs, each option under
the Plan shall be assumed, or an equivalent option shall be substituted by, the
surviving, resulting or acquiring



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corporation or a parent or subsidiary of such corporation unless the Board
determines, in its sole discretion and in lieu of such assumption or
substitution:

                  (a) to cancel each option and refund to each Participant the
         payroll withholding amounts received with respect to the canceled
         options, or

                  (b) to give each Participant the right to exercise the option
         as to all of the optioned shares of Common Stock, including shares of
         Common Stock as to which the option would not other be exercisable.

         For purposes of this paragraph 16, "Change in Control" means one or
more of the following events.

                        (i) Any person within the meaning of Section 13(d) and
                  14(d) of the Exchange Act, other than the Company (including
                  its Subsidiaries, directors or executive officer) has become
                  the beneficial owner, within the meaning of Rule 13d-3 under
                  the Exchange Act, of 50% or more of the combined voting power
                  of the Company's then outstanding Common Stock or equivalent
                  in voting power of any class or classes of the Company's
                  outstanding securities ordinarily entitled to vote in
                  elections of directors ("voting securities"); or

                        (ii) Shares representing 50% or more of the combined
                  voting power of the Company's voting securities are purchased
                  pursuant to a tender offer or exchange offer (other than an
                  offer by the Company or its Subsidiaries or affiliates); or

                        (iii) As a result of, or in connection with, any tender
                  offer or exchange offer, merger, or other business
                  combination, sale of assets or contested election, or any
                  combination of the foregoing transactions (a "Transaction"),
                  the persons who were Directors of the Company before the
                  Transaction shall cease to constitute a majority of the Board
                  of the Company or of any successor to the Company; or

                        (iv) Following the effective date of the Plan, the
                  Company is merged or consolidated with another corporation and
                  as a result of such merger or consolidation less than 50% of
                  the outstanding voting securities of the surviving or
                  resulting corporation shall then be owned in the aggregate by
                  the former shareholders of the Company, other than (A) any
                  party to such merger or consolidation, or (B) any affiliates
                  of any such party; or

                        (v) The Company transfers more than 50% of its assets,
                  or the last of a series of transfers results in the transfer
                  of more than 50% of the assets of the Company, to another
                  entity that is not wholly-owned by the Company. For purposes
                  of this subparagraph (v), the determination of what
                  constitutes 50% of the assets of the Company shall be made by
                  the Committee, as constituted immediately prior to the events
                  that would constitute a change in control if 50%



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                  of the Company's assets were transferred in connection with
                  such events, in its sole discretion.

         If the Board makes an option fully exercisable upon the happening of
one of the events described in this paragraph 16, the Board shall notify each
Participant that the option shall be fully exercisable for a period of at least
30 days from the date of such notice, and the option shall terminate upon the
expiration of such period.

         The Board, in its sole discretion, also may adjust the Reserves as well
as the Option Price of the Common Stock subject to each outstanding option if
the Company effects one or more reorganizations, recapitalizations, rights
offerings or other increases or reductions of shares of Common Stock or
consolidates with or merges into any other corporation.

         17. AMENDMENT OR TERMINATION. The Board may at any time terminate,
suspend or amend the entire Plan or any provision of the Plan. Except as
provided in paragraph 16, no such termination shall affect options previously
granted, nor may an amendment make any change in any option previously granted
that adversely affects the rights of any Participant, nor may an amendment be
made without prior approval of the Company's stockholders if such amendment
would:

                  (a) materially increase the number of shares of Common Stock
         that may be issued pursuant to the Plan; or

                  (b) change the designation or class of employees eligible for
         participation in the Plan;

provided that prior approval of the Company's stockholders with respect to the
foregoing shall be required only to the extent required by an statutory law,
regulation or stock exchange rule.

         18. NOTICES. All notices or other communications by a Participant to
the Committee under or in connection with the Plan shall be deemed to have been
given when received in the form specified by the Committee to the location, or
by the person, designated by the Committee for the receipt thereof.

         19. STOCKHOLDER APPROVAL. The Plan shall be subject to approval of the
Company's stockholders within 12 months before or after the Effective Date of
the Plan.

         20. EMPLOYMENT RIGHTS. Participation in the Plan shall not impose any
obligations upon the Company to continue the employment of a Participant for any
specific period of time and shall not affect the right of the Company to
terminate such person's employment at any time, with or without cause.

         21. GOVERNING LAW. The validity, construction and effect of the Plan
and any rules and regulations relating to the Plan shall be determined in
accordance with the laws of the State of Washington (without giving effect to
conflicts of laws principles) and applicable Federal law.



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         22. CONDITIONS UPON ISSUANCE OF COMMON STOCK. Common Stock shall not be
issued with respect to an option unless the exercise of the option and the
issuance and delivery of the Common Stock complies with all applicable
provisions of law, domestic or foreign, including without limitation the
Securities Act of 1933, as amended, the Exchange Act, the rules and regulations
promulgated under such laws, the requirements of any stock exchange upon which
the Common Stock may then be listed, and shall be subject to the approval of
counsel to the Company with respect to such legal compliance.

         As a condition to the exercise of an option, the Company may require
the person exercising the option to represent and warrant at the time of such
exercise that the Common Stock is being purchased only for investment without
any present intention to sell or distribute the Common Stock if, in the opinion
of counsel to the Company, such a representation is required by applicable law.

         23. EFFECTIVE DATE. The Plan shall be effective on the Effective Date
subject to the approval of the Plan by the Company's stockholders.



Adopted by the Board of Directors of The Ackerley Group, Inc. on November 10,
1999.



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