Exhibit 4.1

                     SPECIMEN COMMON STOCK CERTIFICATE


NUMBER                                                 SHARES
FLYi ______                                            ________


                                              CUSIP 34407T 10 4
                                        SEE REVERSE FOR CERTAIN DEFINITIONS

                                FLYi, Inc.
           INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE


THIS CERTIFIES that

is the owner of


FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF FLYi, Inc.,
transferable on the books of the Corporation in person or by attorney upon
surrender of this certificate duly endorsed or assigned.  This certificate
and the shares represented hereby are subject to the laws of the State of
Delaware, and to the Amended and Restated Certificate of Incorporation and
the Restated By-Laws of the Corporation, as now or hereafter amended.  This
certificate is not valid unless countersigned and registered by the
Transfer Agent and Registrar.

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

Dated:____________

/s/ Richard J. Kennedy                       /s/ Kerry B. Sheen
Secretary                                      Chairman & Chief Executive
Officer

[SEAL]

Countersigned and Registered:
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
(Jersey City, NJ)
Transfer Agent and Registrar

By:_________________
Authorized Officer

                                FLYi, Inc.

THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO
REQUESTS, A STATEMENT OF THE POWERS, DESIGNATIONS, PREFERENCES AND
RELATIVE, PARTICIPATING, OPTIONAL, OR OTHER SPECIAL RIGHTS OF EACH CLASS OF
STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS
OF SUCH PREFERENCES AND/OR RIGHTS.

This certificate also represents Rights that entitle the holder hereof to
certain rights as set forth in a Rights Agreement between the Corporation
and Continental Stock Transfer and Trust Company, as Rights Agent, dated as
of January 27, 1999, as it may be amended from time to time in accordance
with its terms (the "Rights Agreement"), the terms, conditions and
limitations of which are hereby incorporated herein by reference and a copy
of which is on file at the principal offices of the Corporation.  Under
certain circumstances, as set forth in the Rights Agreement, such Rights
will be evidenced by separate certificates and will no longer be evidenced
by this certificate.  The Corporation will mail to the holder of this
certificate a copy of the Rights Agreement, as in effect on the date of
mailing, without charge promptly after receipt of a written request
therefore.  Under certain circumstances set forth in the Rights Agreement,
Rights issued to, or beneficially owned by, any Person who is, was or
becomes an Acquiring Person or any Affiliate or Associate thereof (as such
terms are defined in the Rights Agreement), whether currently held by or on
behalf of such Person or by any subsequent holder, may become null and
void.

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
TEN ENT -- as tenants by the entireties
JT TEN --                      as joint tenants with right of survivorship
and not as tenants in common
UNIF GIFT MIN ACT -- ______(Cust) Custodian ________________ (Minor) under
Uniform Gifts 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 of assignee

__________________________________________________________________________
Shares of the Common Stock represented by the within Certificate, and do
hereby irrevocably constitute and appoint

__________________________________________________________________________
Attorney to transfer the said stock 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, Saving and Loan Associations and Credit Unions with
membership in and approved signature guarantee medallion program), pursuant
to S.E.C. Rule 17Ad-15.