<PAGE> 1
Exhibit 4.1
[Front of Certificate]
NUMBER
SHARES
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
CORECOMM MERGER SUB, INC.
SEE REVERSE SIDE FOR
CERTAIN DEFINITIONS
This is to Certify that ________________________________________________________
is the owner of ________________________________________________________________
-fully paid and non-assessable shares of the above Corporation 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.
Witness, the seal of the Corporation and the signatures of its duly authorized
officers.
Dated:
--------------------------- ------------------------
SECRETARY/TREASURER PRESIDENT
Michael A. Peterson Richard J. Lubasch
<PAGE> 2
[Back of Certificate]
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:
<TABLE>
<S> <C> <C> <C>
TEN COM as tenants in common UNIF GIFT . . . . .Custodian. . . . . .
TEN ENT as tenants by the entireties MIN ACT (Cust) (Minor)
JT TEN as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants in Act . . . . . . . . . . . . .
common (State)
</TABLE>
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 CODE OF
ASSIGNEE)
________________________________________________________________________________
________________________________________________________________________________
_________________________________________________________________________ SHARES
REPRESENTED BY THE WITHIN CERTIFICATE, AND DO HEREBY IRREVOCABLY CONSTITUTE AND
APPOINT ______________________________________ ATTORNEY TO TRANSFER THE SAID
SHARES ON THE BOOKS OF THE WITHIN NAMED CORPORATION WITH FULL POWER OF
SUBSTITUTION IN THE PREMISES.
DATED_____________
IN PRESENCE OF
_________________________
_____________________________
