1

                                                                     Exhibit 4.1

    TEMPORARY CERTIFICATE - EXCHANGEABLE FOR DEFINITIVE ENGRAVED CERTIFICATE
                            WHEN READY FOR DELIVERY

         [Vignette showing a woman, keyboard, abacus and computer disc]


                          MicroFinancial Incorporated

        INCORPORATED UNDER THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS


THIS CERTIFICATE IS TRANSFERABLE        COMMON STOCK         CUSIP 595072 10 9
 IN BOSTON, MA OR NEW YORK, NY
                                                              SEE REVERSE FOR 
                                                            CERTAIN DEFINITIONS



THIS CERTIFIES THAT





is the owner of


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

========================= MicroFinancial Incorporated ==========================

(hereinafter called the "Company") transferable upon the books of the Company by
the holder hereof in person or by duly authorized attorney upon surrender of
this certificate properly endorsed. This certificate and the shares represented
hereby are issued and shall be subject to all provisions of the Articles of
Organization and By-Laws of the Company as from time to time amended (copies of
which are on file with the Company) to all of which the holder, by acceptance
hereof, assents. This certificate is not valid unless countersigned by the
Transfer Agent and registered by the Registrar.

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



Dated:



/s/                                                    /s/ 

EXECUTIVE VICE PRESIDENT,      MICROFINANCIAL          PRESIDENT AND CHIEF 
CHIEF OPERATING OFFICER,        INCORPORATED           EXECUTIVE OFFICER  
CHIEF FINANCIAL OFFICER,                
TREASURER AND SECRETARY         INCORPORATED 
                                   1987                
                               MASSACHUSETTS                                    
                                     *                 



COUNTERSIGNED AND REGISTERED:
  STATE STREET BANK AND TRUST COMPANY
                          TRANSFER AGENT
                          AND REGISTRAR


BY


                         AUTHORIZED SIGNATURE
   
   2

                           MicroFinancial Incorporated

THE COMPANY HAS MORE THAN ONE CLASS OF STOCK AUTHORIZED TO BE ISSUED. THE 
COMPANY WILL FURNISH, WITHOUT CHARGE, TO THE HOLDER OF THIS CERTIFICATE UPON 
WRITTEN REQUEST A COPY OF THE FULL TEXT OF THE PREFERENCES, POWERS, 
QUALIFICATIONS AND RIGHTS OF THE SHARES OF EACH CLASS OF STOCK (AND ANY SERIES 
THEREOF) AUTHORIZED TO BE ISSUED BY THE COMPANY.

     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              UNIF GIFT MIN ACT- ______ Custodian _______
TEN ENT -as tenants by the entireties                         (Cust)           (Minor)  
 JT TEN -as joint tenants with right of                                                             
         survivorship and not as tenants                      under Uniform Gifts to Minors         
         in common                                            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 shares on the books of the within named Corporation with
full power of substitution in the premises.

Dated _______________



  _____________________________________________________________________________
  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.