FORM OF SPECIMEN CERTIFICATE



 







Exhibit 4.1




					
	COMMON STOCK
	 	
	 	COMMON STOCK






M-



This certificate is transferrable in New York and Minnesota.


MoneyGram International, Inc.


INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE



	 	 	 
	 
	 	SEE REVERSE FOR

CERTAIN DEFINITIONS

(CUSIP 60935Y 10 9)







THIS CERTIFIES THAT




is the owner of




FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, PAR VALUE OF $0.01 EACH, OF




MoneyGram International, Inc.





transferable on the books of the Corporation by the holder hereof in person or
by duly authorized attorney on surrender of this certificate properly endorsed.
This certificate is not valid unless countersigned by the Transfer Agent and Registrar.



     WITNESS
the facsimile signatures of the Corporation’s duly authorized officers.



Dated:



COUNTERSIGNED AND REGISTERED:

WELLS FARGO BANK, N.A.

TRANSFER AGENT AND REGISTRAR



BY



AUTHORIZED SIGNATURE




(Seal)




			
	Secretary
	 	President



















 







     This
certificate also evidences and entitles the holder hereof to certain rights as set forth
in an Agreement between MoneyGram International, Inc. (the “Corporation”) and
Wells Fargo Bank, N.A., dated as of           , 2004, as it may be
amended from time to time (the “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 the Corporation. Under certain circumstances, as set forth in the Agreement,
such Rights (as defined in the Agreement) 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 Agreement without charge after receipt of a written request therefor. Under
certain circumstances, as set forth in the Agreement, Rights beneficially owned by any Person (as defined in the Agreement) who becomes an
Acquiring Person or an Associate or Affiliate thereof (as defined in the Agreement), or certain transferees of such Person, may become null and void.


     The Corporation will furnish to any holder of this certificate, upon request
 and without charge, a full statement of the designations, preferences, limitations and relative rights of the shares of each class or series of
capital stock of the Corporation authorized to be issued, so far as
they have been determined, and the authority of the Board of Directors of the
Corporation to determine the relative rights and preferences of subsequent classes or series. Any such request should be addressed to the Secretary of
the Corporation at its principal executive offices.




     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
	 	 	 	    (Minor)       
                    (Cust)
	JT TEN	—
	as joint tenants with right	 	 	 	 
	

	 	of survivorship and not as
	 	 	 	under Uniform Transfers to Minors Act
	

	 	tenants 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 capital 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
	 	 
	

	 	 
	 	

	

	 	
	 	 
	

	 	 
	 	

	

	 	 	 	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 GUARANTEED BY:	 	 	 
	 	 	 	 	 
	By	 
	 	 	 
	THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANKS, STOCK BROKERS, SAVINGS AND
LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN
AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM),
PURSUANT TO S.E.C. RULE 17Ad-15.