EXHIBIT 4.1
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                      JONES LANG LASALLE INCORPORATED

      Jones Lang LaSalle Incorporated (the "Corporation") shall furnish on
request and without charge a full statement of any designations,
preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends, qualifications, terms and conditions of
redemption of the stock of each class which the Corporation is authorized
to issue, and, in the case of preferred stock or a special class in a
series, the differences in the relative rights and preferences between the
shares of each series to the extent that they have been set and the
authority of the Board of Directors to set the relative rights and
preferences of a subsequent series.

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The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though we've written out in full
according to applicable laws or regulations:

      TENCOM      - as tenants in common
      TENANT      - as tenants by their entireties
      JT TEN      - as joint tenants with right of survivorship and
                    not in tenants in common

UNIFGIFTMINACT    -     ______________           Custodian______________
                        (Cust)                              (Minor)

                        under Uniform Gifts to Minors Act__________________
                                                            (State)

 Additional abbreviations may also be used through not in the above list.


      For Value received, ____________________hereby sell, assign and
transfer unto

Please insert social security or other
identifying number of assignee
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                                          |
- ----------------------------------------  |______________________________

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(Please print or typewrite name and address, including postal zip code,
of assignee)

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___________________________________________________________________Shares
of Common Stock 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.



/Continued






Dated ______________________________


                        X     ________________________________

                        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(s) Guaranteed:


      _____________________________________________________________________
      The signature(s) should 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.








COMMON                                                      COMMON


JLL -

INCORPORATED UNDER THE LAWS                           See reverse for
OF THE STATE OF MARYLAND                              Certain definitions



                            JONES LANG LASALLE


This certificate is transferable                      CUSIP 48020Q 10 7
in Chicago, Illinois, or New York, New York


THIS CERTIFIES THAT






IS THE OWNER OF


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

                      JONES LANG LASALLE INCORPORATED

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.

      This Certificate is not valid unless countersigned and registered by
the Transfer Agent and Registrar.

      Witness the facsimile seal and the signatures of its duly authorized
officers.


                        [ official seal ]

Dated

/s/ Fritz E. Freidinger                         /s/ Stuart L. Scott
- -----------------------                         ---------------------------
Secretary                                       Chairman of the Board
                                                and Chief Executive Officer






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