<PAGE>

                                                                     Exhibit 4.1

                               State of Delaware


          NUMBER                                                SHARES

            A-0                    [PICTURE]



                              CBRE Holding, Inc.
                             Class A Common Stock
                          (par value $.01 per share)


          This Certifies that         SPECIMEN         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.

             In Witness Whereof, the said Corporation has caused this
          Certificate to be signed by its authorized officers and to be
          sealed with the Seal of the Corporation.

          Dated________________________


               ____________________                       __________________
               Secretary                                  President
<PAGE>

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A SUBSCRIPTION
AGREEMENT BETWEEN CBRE HOLDING, INC. AND THE PURCHASER (AS DEFINED IN THE
SUBSCRIPTION AGREEMENT), A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE
COMPANY.  NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER
DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT
IN ACCORDANCE WITH THE PROVISIONS OF SUCH SUBSCRIPTION AGREEMENT.  THE HOLDER OF
THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL
OF THE PROVISIONS OF SUCH SUBSCRIPTION AGREEMENT, INCLUDING RESTRICTIONS
RELATING TO TRANSFER OF THE SECURITIES.




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

<TABLE>
     <S>                                                         <C>
     TEN COM  --as tenants in common                             UNIF GIFT MIN ACT --------------Custodian------------(Minor)
     TEN ENT  --as tenants by the entireties                      under Uniform Gifts to Minors Act-------------------(State)
     JT TEN   --as joint tenants with right to survivorship
                and not as tenants in common
                                                                               PLEASE INSERT SOCIAL SECURITY OR OTHER
                                                                                   IDENTIFYING NUMBER OF ASSIGNEE
                                                                              ---------------------------------------
For value received, the undersigned hereby sells, assigns and transfers unto

----------------------------------------------------------------------------- ---------------------------------------
           PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE
_____________________________________________________________________________________________________________________

---------------------------------------------------------------------------------------------------------------Shares

represented by the within Certificate, and hereby irrevocably constitutes and appoints-------------------------------

----------------------------------------------------------------------------------------Attorney to transfer the said
shares on the books of the within-named Corporation with full power of substitution in the premises.

Dated--------------------------------
                       In presence of                                   _____________________________________________

_______________________________________________________________
</TABLE>

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.