EXHIBIT 4.1

         COMMON STOCK                               COMMON STOCK 
       PAR VALUE $0.01                             PAR VALUE $0.01

            NUMBER                                     SHARES


                                                    CUSIP 204679104


                                 [COMPS LOGO]

                   E-Marketplace for Commercial Real Estate

                                COMPS.COM, INC.

            (INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE)

SEE REVERSE FOR STATEMENTS RELATING TO RIGHTS, PREFERENCES, PRIVILEGES AND 
RESTRICTIONS, IF ANY


THIS CERTIFIES THAT
                        --------------------------
IS THE RECORD HOLDER OF 
                        ---------------------
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, $0.01 PAR VALUE, OF
                               COMPS.COM, INC. 
     Hereinafter called the "Corporation" transferable on the books of the
Corporation by the holder hereof in person or by a 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 of the Corporation and the facsimile signatures of
its duly authorized officers.



Dated
                    /s/ Christopher A. Crane                /s/ Karen Goodrum 
     [SEAL]           PRESIDENT                                SECRETARY 


        AMERICAN STOCK TRANSFER & TRUST COMPANY

                                AUTHORIZED SIGNATURE




 

                               COMPS.COM, INC.

   THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO 
REQUESTS, 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.  SUCH REQUESTS MAY BE MADE TO THE CORPORATION'S SECRETARY AT THE 
PRINCIPAL EXECUTIVE OFFICE OF THE CORPORATION.

   Keep this Certificate in a safe place.  If it is lost, stolen, or destroyed 
the corporation will require a bond of indemnity as a condition to the issuance 
of a replacement 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 of regulations:


                                                     
       TEN COM   -  as tenants in common                UNIF GIFT MIN ACT -             Custodian
                                                                          ----------------------------------------
                                                                               (Cust)               (Minor)

       TEN ENT    - as tenants by the entireties                          under Uniform Gifts to Minors Act

       JT TEN     - as joint tenants with rights                          --------------------------------------
                    of survivorship and not                                               (State)
                    as tenants in common
                                                        UNIF TRAN MIN ACT -               Custodian
                                                                          -----------------------------------------
                                                                                (Cust)              (Minor)

                                                                          under Uniform Transfers to Minors Act

                                                                          ----------------------------------------
                                                                                          (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 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(S) TO
                                             THIS ASSIGNMENT MUST CORRESPOND 
                                             WITH THE NAMES(S)  
Signature(s) Guaranteed:                     AS WRITTEN UPON THE FACE OF THIS  
                                             CERTIFICATE IN EVERY
                                             PARTICULAR, WITHOUT
By                                           ALTERATION OR ENLARGEMENT
    ----------------------------------       OR ANY CHANGE WHATSOEVER
    THE SIGNATURES MUST 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.