Exhibit 4.1  



	 	 	See reverse for certain restrictions, rights and definitions and certain instructions on how to obtain a statement of the rights, preferences, privileges and restrictions granted to or imposed upon each class or series of
shares.	 	 
	NUMBER	 	 	 	SHARES
	 	 	ITERIS, INC.	 	 
	INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
	COMMON STOCK	 	 	 	CUSIP 46564T 10 7





This
Certifies that 


is
the record holder of 


FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $.10 PAR VALUE, OF




    ITERIS,
INC.    





transferable
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 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/  JAMES S. MIELE      	 	[SEAL]	 	/s/  GREGORY A. MINER      
	SECRETARY	 	 	 	CHAIRMAN






	 	 	COUNTERSIGNED AND REGISTERED:
	 	 	U.S. STOCK TRANSFER CORPORATION
 (GLENDALE, CALIFORNIA)
	 	 	TRANSFER AGENT

AND REGISTRAR
	 	 	BY
	 	 	AUTHORIZED SIGNATURE









ITERIS, INC.  


        This certificate also evidences and entitles the holder hereof to certain rights as set forth in an Amended Restated Rights Agreement between Iteris, Inc. and U.S.
Stock Transfer Corporation, dated as of May 10, 2004 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive
offices of Iteris, Inc. 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.
Iteris, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the
Rights Agreement, Rights issued to any Person who becomes an Acquiring Person (as 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
Corporation will furnish without charge to each stockholder who so requests 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. Such requests shall be made to the Corporation's Secretary at the principal
office of the Corporation. 


        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 survivorship and not as tenants in common	 	 	 	 	 	 	under Uniform Gifts to Minors Act

    
 (State)
	

 	

 	
 	

 	
 	

 	
 	

UNIF TRF MIN ACT	

—	
 	

	
 	

Custodian (until age       )	
 	


	 	 	 	 	 	 	 	 	 	 	(Cust)	 	 	 	(Minor)
	 	 	 	 	 	 	 	 	 	 	under Uniform Transfers 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 ZIP CODE, 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 Corporation with full power of substitution in the premises.





	
Dated	
 	

 	
 	

 
	 	 	
	 	 
	

 	
 	
X	
 	

 
	 	 	 	 	

	

 	
 	

X	
 	

 
	 	 	 	 	


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:	
 	

 





	By	 	 	 	 
	 	 	
	 	 
	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.	 	 





KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, MUTILATED OR DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO
THE ISSUANCE OF A REPLACEMENT CERTIFICATE.