Exhibit 4.1


    Exhibit
      4.1
      

        
 

         

        
          	
                   

                  COMMON
                    STOCK

                   

                	 	
                   

                  COMMON
                    STOCK

                   

                


        

        
      

          
            	 	 	
                  	 	 
	
                    NUMBER

                  	 	 	 	
                    SHARES

                  
	
                    AG
                      5001

                  	 	 	 	 
	 	 	 	 	
                    CUSIP
                      023177 10 8

                  
	
                    INCOPORATED
                      UNDER THE LAWS OF

                  	 	 	 	
                    SEE
                      REVERSE FOR

                  
	
                    THE
                      STATE OF DELAWARE

                  	 	 	 	
                    CERTAIN
                      DEIFINITIONS

                  
	 	 	 	 	 
	 	 	
                    AmbassadorsGroup,
                      Inc.
 	 	 


          
                                                                               

                                                          

        

        THIS
          CERTIFIES THAT

         

        PROOF 

         

         

        is
          the owner of 

         

        
          	 	
                   

                  FULLY
                    PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, PAR VALUE $0.01
                    PER SHARE,
                    OF

                   

                	 
	 	
                   

                  AMBASSADORS
                    GROUP, INC.

                   

                	 


        

         

        (hereinafter,
          the "Corporation") transferable on the books of the Corporation in person
          or by
          duly authorized attorney upon surrender of this Certificate properly endorsed
          or
          assigned. This Certificate and the shares represented hereby are issued
          and
          shall be held subject to all of the provisions of the Corporation's Certificate
          of Incorporation, as amended, and Bylaws, as amended. This Certificate
          is not
          valid until countersigned and registered by the Transfer Agent and Registrar.
          

        WITNESS
          the facsimile signatures of its duty authorized officers. 

         

        
          	
                   

                  DATED

                   

                	 	 	 


        

        
          	 	
                   

                   

                  

                  CHIEF
                    FINANCIAL OFFICER

                   

                	 	 	 	
                  

                  CHIEF
                    EXECUTIVE OFFICER

                   

                


        

         

        


         

        
          	 	
                   

                  COUNTERSIGNED
                    AND REGISTERED 

                
	 	
                   

                  MELLON
                    INVESTOR SERVICES LLC

                
	 	
                   

                  TRANSFER
                    AGENT AND REGISTRAR

                
	 	
                   

                  BY

                
	 	
                   

                  AUTHORIZED
                    SIGNATURE

                


        

         

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        

           

          AMBASSADORS
            GROUP, INC. 

          

            
              	
                       

                      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)

                      

                    
	
                       

                      JT
                        TEN

                    	
                       

                      -as
                        joint tenants with right 

                    	 	 	
                       

                      under
                        Uniform Gifts to Minors

                    
	 	
                       

                      of
                        survivorship and not as

                    	 	 	 	 	 	 	 	 
	 	
                       

                      tenants
                        in common

                    	 	 	
                       

                      Act

                    
	 	 	 	 	 	 	 	 	
                       

                      (State)

                       

                    	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	
                       

                      UNIF
                        TRF MIN ACT 

                       

                    	 	
                       

                      Custodian
                        (until 

                      age________
                        )

                    
	 	 	 	 	
                      
                        (Cust)

                      

                       

                    	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	
                       

                      under
                        Uniform Transfers 

                    
	 	 	 	 	
                      (Minor)

                       

                       

                    	 
	 	 	 	 	
                       

                      to
                        Minors Act

                    	 	 
	 	 	 	 	
                       (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

                     

                  	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


          

          


        

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

                   

                	 
	
                   

                   

                	 
	
                   

                   

                	 
	 of the
                  Common
                  Stock represented by the within Certificate, and do(es) 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
                    

                   

                	 	 	
                   

                  X

                   

                
	 	 	 	 	 	 
	 	 	 	 X
	 	 	 NOTICE 	
                  WITH
                    THE NAME(S) AS WRITTEN UPON THE FACE OF
                    THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT
                    OR
                    ANY CHANGE WHATEVER

                   

                   

                
	
                   

                  SIGNATURES
                    GUARANTEED:

                	 	 	 	 	 
	 	 	 	 	 	 
	
                   

                   By

                   

                	 
	
                   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.