EXHIBIT 4.1
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               Description of Specimen Common Stock Certificate

Face of Certificate:

     The front of the certificate contains the logo and the name of Vistana, 
Inc. (the "Corporation"), the Corporation's CUSIP number (92839P 10 8).  The 
certificate indicates that it has been countersigned and registered by an 
authorized officer of First Union National Bank of North Carolina (Charlotte, 
North Carolina) as Transfer Agent and Registrar.  The Certificate is signed by 
Raymond L. Gellein, Jr., Chairman of the Corporation, and Jeffery A. Adler, 
President of the Corporation.  The Certificate contains the following language:

     This certifies that ________________ is the holder of _______________ 
     fully paid and non-assessable shares of Common Stock, par value $.01 
     per share, of Vistana, Inc. (hereinafter called 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 unless 
     countersigned and registered by the Transfer Agent and Registrar. 
     Witness the facsimile signatures of the Corporation's duly authorized 
     officers.

Reverse of Certificate:

     The reverse of the Certificate contains the name of the Corporation 
and standard stock transfer provisions.