Exhibit 4.1

  














FRONTIER AIRLINES



AUTHORIZED SHARES: 100,000,000 COMMON, PAR VALUE $0.001 PER SHARE



THIS IS TO CERTIFY THAT



CUSIP 35905910 2



SEE REVERSE
FOR CERTAIN DEFINATIONS



is the owner of



FULLY PAID AND NON-ASSESSABLE COMMON SHARES, PAR VALUE OF $0.001 PER SHARE 



FRONTIER AIRLINES HOLDINGS, INC.



INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE



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. This Certificate is not valid
until countersigned by the Transfer Agent and Registrar. 



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



  Dated: 



David Sislowski
General Counsel & Secretary



Jeff S. Potter
President & CEO



SEAL











FRONTIER
AIRLINES HOLDINGS, 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 of

  	
   

  	
  Under
  Uniform Gifts to Minors

  
	
   

  	
   

  	
   

  	
   survivorship and not as
  tenants

  	
   

  	
  Act
  _____________________

  
	
   

  	
   

  	
   

  	
   in common

  	
   

  	
  (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
  ZIP CODE OF ASSIGNEE)

  
	
   

  
	
  


  
	
   

  
	
   

  
	
  


  
	
   

  



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


________________________________________________________  attorney-in-fact to
transfer the said stock on the books of the within-named Corporation,
with full power of substitution in the premises.


	
   

  	
   

  	
   

  
	
  Dated  

  	
   

  	
   

  
	
   

  	
  


  	
   

  






	
   

  	
   

  	
   

  
	
   

  	
  


  	
  


  
	
   


  
	
   

  	
  


  	
  


  
	
   

  	
  NOTICE:

  	
THE
  SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN
  UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR
  ENLARGEMENT OR ANY CHANGE WHATSOEVER.

  



Signature(s)
Guaranteed:


	
   

  	
   

  
	
  


  	
   

  



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.


The Corporation is authorized to issue shares of more than one class or
series. Pursuant to Section 151 of the Delaware
General Corporation Law, the Corporation will furnish without charge to each
stockholder who so requests
(addressed to the attention of the Secretary of the Corporation) a statement
which sets forth 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.