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      Exhibit 4.1    
    


INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE 


  NUMBER                                       
                                          
                                       SHARES 
 
  


     SEE REVERSE SIDE FOR

CERTAIN DEFINITIONS  


CLOUD PEAK ENERGY INC.  


TOTAL AUTHORIZED ISSUE

200,000,000 SHARES PAR VALUE $0.01 EACH

COMMON STOCK  

 






 



			
	
This is to Certify
that                                    	
 	
 is the owner of                        
(                        )
	 fully paid and non-assessable shares of the above Corporation transferable only on the books of the Corporation by the holder hereof in person or by 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:                                    ,
20            

 






 



					
	                   	 	 	 	 
	





  CHIEF EXECUTIVE OFFICER	 	 	 	





  CHIEF FINANCIAL OFFICER              
 



 

 





        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______ Custodian______
	TEN ENT	 	— as tenants by the entireties	 	 	 	                (Cust)
                    (Minor)
	JT TEN	 	— as joint tenants with right of	 	 	 	under Uniform Gifts to Minors
	 	 	survivorship and not as tenants	 	 	 	Act _________________
	 	 	in common	 	 	 	                  (State)
	

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






 

 For value received               hereby sell, assign and
transfer
unto                                        
              



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 POSTAL 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 Corporation with full power of substitution in the premises.


Dated                                      ,
20             


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. 

















































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Exhibit 4.1