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                                                                    EXHIBIT 4.01
 
                            GRADALL INDUSTRIES, INC.
 
                                                           CUSIP 38411P 10 7
                                                           SEE REVERSE FOR
                                                         CERTAIN DEFINITIONS
 
THIS CERTIFIES THAT
 
IS THE OWNER OF
 
  FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, $.001 PAR VALUE OF
 
                            GRADALL INDUSTRIES, INC.
 
transferable on the books of the corporation by the holder of this certificate
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 seal of the corporation and the facsimile
signatures of its duly authorized officers.
 
Dated
 
                                   Secretary
 
GRADALL INDUSTRIES, INC.
 
                                   President
              INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
                                  COMMON STOCK
                                PAR VALUE $.001
   2
 
Countersigned and Registered
                     ChaseMellon Shareholder Services, LLC
                                                    Transfer Agent and Registrar
By
 
                                                            Authorized Signature
   3
 
                            GRADALL INDUSTRIES, INC.
 
     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                              
           in common                                              Act__________________________
                                                                               (State)


     Abbreviations in addition to those in the above list may also be used.
 
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 of assignee
 
________________________________________________________________________________

________________________________________________________________________________
 
_________________________________________________________________________ Shares

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.
 
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                   THIS SPACE MUST NOT BE COVERED IN ANY WAY