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                                                                     EXHIBIT 4.1

  THIS RIGHTS CERTIFICATE WILL BE VALUELESS IF NOT RECEIVED BY THE SUBSCRIPTION
                AGENT BY 5:00 P.M., NEW YORK CITY TIME ON (DATE)

                         RIGHTS SUBSCRIPTION CERTIFICATE
                              PAPER WAREHOUSE, INC.

                                                         -----------------
                                                         CUSIP 698941 10 1
                                                         -----------------

THIS RIGHTS CERTIFICATE IS NOT TRANSFERABLE.

The terms and conditions of this Rights Offering are set forth in the prospectus
relating to 1,500,000 shares of Common Stock, $.01 par value per share
("Shares"), of Paper Warehouse, Inc. (the "Company") dated August 31, 2000 (the
"Prospectus") and are incorporated herein by reference. Copies of the Prospectus
are available upon request from the Company and Wells Fargo Bank Minnesota, N.A.
(the "Subscription Agent"). Capitalized terms used herein without definition
shall have the meanings set forth in the Prospectus.

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                       SUBSCRIPTION PRICE: $1.25 PER SHARE

    (The number of rights you are entitled to are listed on the label below.
            You may under subscribe as detailed in the Prospectus.)
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The rights represented by this Rights Subscription Certificate, in whole or in
part, may be exercised by duly completing Sections 1 and 2 below. Before
exercising Rights, Rights holders are urged to read carefully and in its
entirety the Prospectus, copies of which are available from the Company and the
Subscription Agent.

IMPORTANT - Complete the appropriate Section below and delivery instructions,
and Sign on reverse side. Subject to the provisions of the Prospectus, if the
instructions of the registered holder hereof are insufficient to delineate the
proper action to be taken with respect to all of the Rights evidenced hereby,
such action as is clearly delineated in such holder's instructions will be
taken.

The registered holder of Rights whose name is set forth herein, or assigns, is
entitled to subscribe for one share of Common Stock of the Company at a
Subscription Price of $1.25 per Share (the "Subscription Price") for each whole
Right evidenced hereby under the terms and subject to the conditions set forth
in the Prospectus. Payment of the full Subscription Price for all Shares
subscribed for pursuant to the exercise of Rights must accompany this properly
completed and duly executed Rights Subscription Certificate, payable in United
States currency by personal check, cashier's check, bank draft or money order
drawn on a bank located in the United States, payable to "Wells Fargo Bank
Minnesota, N.A., as Subscription Agent." PLEASE WRITE YOUR ACCOUNT NUMBER, SHOWN
ON THE ABOVE LABEL, ON YOUR CHECK, BANK DRAFT OR MONEY ORDER.

Dated:                                     Paper Warehouse, Inc.

COUNTERSIGNED:                             BY:__________________________________
         WELLS FARGO BANK MINNESOTA, N.A.     Yale T. Dolginow, President


BY:______________________________________  BY:__________________________________
         Authorized Officer                   Diane C. Dolginow, Secretary

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INSTRUCTIONS: To exercise all or part of the Rights evidenced by this Rights
Subscription Certificate, please complete Section 1. In order to have the
Subscription Agent deliver Shares issued upon the exercise of Rights to another
person or delivered to an address other than the one listed on the face of this
Rights Subscription Certificate, please complete Section 2, including signature,
below.

ANY EXERCISE OF RIGHTS EVIDENCED HEREBY IS IRREVOCABLE.


SECTION 1 - EXERCISE AND SUBSCRIPTION: The undersigned hereby exercises Rights
to subscribe for Shares as indicated below, on the terms and subject to the
conditions specified in the Prospectus, receipt of which is hereby acknowledged.

PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY.

I WISH TO PURCHASE ________________________upon exercise of my RIGHTS at $1.25 =

$____________________ (Number of shares - whole number only)

/  / Check, Bank Draft, or Money Order Payable to Wells Fargo Bank
     Minnesota, N.A., as Subscription Agent.

/ / Wire Transfer Directly to the Escrow Account Maintained by Wells Fargo Bank
Minnesota, N.A., as Subscription Agent, at Wells Fargo Bank Minnesota, N.A., ABA
ROUTING 091000019, for Credit Account #0001067899. PAPER WAREHOUSE, INC. RIGHTS
OFFERING, Attn: Reorganization Department (800) 380-1372.


SECTION 2 - SPECIAL INSTRUCTIONS:

/  / CHECK HERE FOR SPECIAL DELIVERY INSTRUCTIONS. The Subscription Agent is
hereby authorized to deliver Certificates for the Shares subscribed for to the
undersigned at the address below.


Name:             _____________________________________________________

Address:          _____________________________________________________

                  _____________________________________________________


Dated: ____________, 2000  ____________________________________________________
                           Signature(s) of Holder(s) (exactly as it appears on
                           the face of this Certificate)