Exhibit
4.1  M
  
  
  
  monster worldwideMonster Worldwide, Inc.COMMON STOCK
  
  INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
  
  COMMON STOCK    This certifies that
  CUSIP 611742 10 7SEE REVERSE FOR CERTAIN DEFINITIONSis the owner  of   FULLY PAID AND NON-ASSESSABLE SHARES OF THE
COMMON STOCK, PAR VALUE $.001 PER SHARE, OF Monster Worldwide, Inc. (hereinafter the Corporation), 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 by Transfer Agent and Registrar.  WITNESS the facsimile seal of the Corporation and the facsimile
signatures of the duly authorized officers.  Dated:   COUNTERSIGNED AND REGISTERED:THE BANK OF NEW YORK(NEW YORK, N.Y.) TRANSFER AGENTAND REGISTRARBYAUTHORIZED SIGNATURE/s/ William Pastore
  
  /s/ Evan KornrichPRESIDENT AND CHIEF EXECUTIVE OFFICER
  SECRETARY


monster worldwide  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 of the Corporation, and the qualifications, limitations or
restrictions of such preferences and/or rights.  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 
  
  CustodianTEN ENT
   as tenants by the entireties
  
  (Cust)
  
  (Minor)JT TEN
   as joint tenants with right of
  
  under Uniform Gifts to Minorssurvivorship and not as
  tenants
  
  Actin common
  
  
  (State)  Additional abbreviations may also be used
though not in the above list.  Important Notice:  When you sign your name to this Assignment
Form without filling in the name of your Assignee or Attorney, this stock
certificate becomes fully negotiable, similar to a check endorsed in blank. Therefore,
to safeguard a signed certificate, it is recommended that you either (i) fill
in the name of the new owner in the Assignee blank, or (ii) if you are
sending the signed certificate to your bank or broker, fill in the name of the
bank or broker in the Attorney blank. Alternatively, instead of using the
Assignment Form, you may sign a separate stock power form and then mail the
unsigned stock certificate and the signed stock power in separate envelopes.
For added protection, use certified or registered mail for a stock certificate.   For value received,
                                                                
hereby sell, assign and transfer unto  PLEASE INSERT SOCIAL SECURITY OR OTHERIDENTIFYING NUMBER OF ASSIGNEE    Please print or typewrite name and address,
  including postal 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      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.