EXHIBIT 4.1


                        SPECIMEN COMMON STOCK CERTIFICATE

                             [Front of Certificate]



                          CAMELOT MUSIC HOLDINGS, INC.

              INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

NUMBER                                                                    SHARES
CMH

COMMON STOCK                                 CUSIP
PAR VALUE $.01 PER SHARE                     SEE REVERSE FOR CERTAIN DEFINITIONS


This Certifies that




is the record holder of


                      FULLY PAID AND NON-ASSESSABLE SHARES
                  OF COMMON STOCK, PAR VALUE $.01 PER SHARE, OF

CAMELOT MUSIC HOLDINGS,  INC. (the "Corporation"),  a Delaware corporation.  The
shares  represented  by this  certificate  are  transferable  only on the  stock
transfer  books of the  Corporation  by the holder of record  hereof,  or by the
holder's duly authorized attorney or legal representative, upon the surrender of
this certificate properly endorsed.

     This  Certificate  is not valid until  countersigned  and registered by the
Corporation's Transfer Agent and Registrar.

     IN WITNESS  WHEREOF,  the  Corporation  has caused this  certificate  to be
executed by facsimile  signatures of its duly authorized officers and has caused
a facsimile of its corporate seal to be hereunto affixed.

Dated:



EXECUTIVE  VICE  PRESIDENT  AND  CHIEF  OPERATING  OFFICER  PRESIDENT  AND CHIEF
EXECUTIVE OFFICER






                              [Back of Certificate]


                          CAMELOT MUSIC HOLDINGS, 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 OF
THE  CORPORATION  AND THE  QUALIFICATIONS,  LIMITATIONS OR  RESTRICTIONS OF SUCH
PREFERENCES  AND/OR  RIGHTS.  SUCH  REQUEST  SHALL BE MADE TO THE  CORPORATION'S
SECRETARY AT ITS PRINCIPAL OFFICE.

     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
TEN ENT  --    as tenants by the entireties
JT TEN   --    as joint tenants with right of
               survivorship and not as tenants
               in common

UNIF GIFT MIN ACT --   _______ Custodian __________
                       (Cust)            (Minor)

                       under Uniform Gift to Minors Act
                       ________________________________
                                  (State)

                                                             UNIF TRF MIN ACT --
         ____ Custodian (until age ____)
                                                                   (Cust)

         _____ under Uniform Transfers

         (Minor)

         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

                    X
                    X

            NOTICE: THE SIGNATURES TO THIS  ASSIGNMENT  MUST CORRESPOND WITH THE
                    NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY
                    PARTICULAR,  WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
                    WHATEVER.

Signature(s) Guaranteed

By
THE SIGNATURES 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.

KEEP THIS CERTIFICATE IN A SAFE PLACE. IF LOST, STOLEN,  MUTILATED OR DESTROYED,
THE CORPORATION  WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE
OF A REPLACEMENT CERTIFICATE.