1

                                                                   EXHIBIT 4.1


                                                                                                            

         COMMON                                          ANC RENTAL CORPORATION                                      COMMON



INCORPORATED UNDER THE LAWS       THIS CERTIFICATE IS TRANSFERABLE IN JERSEY CITY, N.J., CANTON, MA              SEE REVERSE FOR
 OF THE STATE OF DELAWARE                                    AND NEW YORK, NY                                 CERTAIN DEFINITIONS

                                                                                                                 CUSIP 001813 10 4

THIS CERTIFIES THAT




is the owner of


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



ANC Rental Corporation (hereinafter, 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
until 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/


COUNTERSIGNED AND REGISTERED
    EQUISERVE TRUST COMPANY, N.A.
                    TRANSFER AGENT                                [SEAL]                     CHAIRMAN OF THE BOARD
                    AND REGISTRAR

By

              AUTHORIZED SIGNATURE                                                                       SECRETARY

   2
                             ANC RENTAL CORPORATION

        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                            under Uniform Gifts to Minors
                   survivorship and not as tenants                           Act __________________
                   in common                                                           (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 capital 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 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.