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Exhibit 4.1    
    


SPECIMEN COMMON STOCK CERTIFICATE  



	NUMBER

FLYi             	 	SHARES

            





	

 	
 	

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      
 Secretary	 	/s/  KERRY B. SHEEN      
 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. 











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Exhibit 4.1