Monster Worldwide 10-Q 2003 Q1 Quarterly report

Exhibit 4.1

[Monster Worldwide, Inc. LOGO]

Monster Worldwide, Inc.

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

COMMON STOCK COMMON STOCK

This certifies that	CUSIP 611742 10 7
	SEE REVERSE FOR CERTAIN DEFINITIONS
is 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 the Transfer Agent and Registrar.

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

Dated:

/s/ Andrew J. McKelvey	[SEAL]	/s/ Myron F. Olesnyckyj
CHAIRMAN OF THE BOARD		SECRETARY

COUNTERSIGNED AND REGISTERED:
THE BANK OF NEW YORK
(NEW YORK N.Y.)	TRANSFER AGENT AND REGISTRAR
BY
	AUTHORIZED SIGNATURE

[Monster Worldwide, Inc. LOGO]

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 –                  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)

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 OTHER
IDENTIFYING 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.