Exhibit 4.1

NUMBER CS-"CERTIFICATENUMBER"                           *"NUMBEROFSHARES"*SHARES


                          GENTIVA HEALTH SERVICES, INC.
                             A DELAWARE CORPORATION

     THIS CERTIFIES THAT "StockholderName" is the record holder of
"ShareWrittenOut" ("NumberOfShares") shares of Common Stock of Gentiva Health
Services, Inc., a Delaware corporation, transferable only on the share
register of said corporation by the holder, in person or by duly authorized
attorney, upon surrender of this certificate properly endorsed or assigned.

     This certificate and the shares represented hereby are issued and shall
be held subject to all the provisions of the Certificate of Incorporation and
the Bylaws of said corporation and any amendments thereto, to all of which
the holder of this certificate, by acceptance thereof, assents.

     A statement of all of the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or
series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights may be obtained by any stockholder upon request and
without charge, at the principal office of the corporation, and the
corporation will furnish any stockholder, upon request and without charge,
at the principal office of the corporation.

     This certificate also evidences and entitles the holder hereof to
certain rights (the "Rights") as set forth in a Rights Agreement between
Gentiva Health Services, Inc. and __________________ as such may be amended
from time to time (the "Rights 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 Gentiva Health Services, Inc. Under certain
circumstances, as set forth in the Rights Agreement, such Rights will be
evidenced by separate certificates and will no longer be evidenced by this
certificate. Gentiva Health Services, Inc. will mail to the holder of this
certificate a copy of the Rights Agreement as in effect on the date of
mailing without charge within five Business Days (as defined in the Rights
Agreement) after receipt of a written request therefor. Under certain
circumstances set forth in the Rights Agreement, Rights beneficially owned by
an Acquiring Person (as defined in the Rights Agreement) will become null and
void.

     WITNESS the Seal of corporation and the signatures of its duly
authorized officers this "Day" day of "Month", "Year".

- --------------------------------          -----------------------------------
            , Secretary                                   ,President


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FOR VALUE RECEIVED _______________________________________ HEREBY SELL,
ASSIGN AND TRANSFER

UNTO _________________________________________________________________________
SHARES REPRESENTED BY THE WITHIN CERTIFICATE AND DO HEREBY IRREVOCABLY
CONSTITUTE AND APPOINT ____________________________________________ ATTORNEY
TO TRANSFER THE SAID SHARES ON THE SHARE REGISTER OF THE WITHIN NAMED
CORPORATION WITH FULL POWER OF SUBSTITUTION IN THE PREMISES.


DATED ___________________, ___________

IN THE PRESENCE OF ___________________________________________________________
______________________________________________________________________________

NOTICE: THE SIGNATURE ON THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME
AS WRITTEN UPON THE FACE OF THIS CERTIFICATE, IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATSOEVER.

                               ------------------------
                                     (Stockholder)