Exhibit 4.1

COMMON STOCK                                                        COMMON STOCK

   NUMBER                                                               SHARES

HLT

                                   ADFORCE

                                             SEE REVERSE FOR CERTAIN DEFINITIONS
                                             
INCORPORATED UNDER THE LAWS OF              
  THE STATE OF DELAWARE                      


                                                       CUSIP 006867 105

THIS CERTIFIES THAT



IS THE RECORD HOLDER OF

 FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK, $0.001 PAR VALUE, OF

                              ADFORCE, INC.

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 by the Transfer 
Agent and registered by the Registrar.

     WITNESS, the facsimile seal of the Corporation and the facsimile 
signatures of its duly authorized officers.

Dated:

 /s/ Rex S. Jackson    [ADFORCE CORPORATE        /s/ Charles W. Berger
    SECRETARY                 SEAL]        CHAIRMAN AND CHIEF EXECUTIVE OFFICER

COUNTERSIGNED AND REGISTERED:
     AMERICAN STOCK TRANSFER & TRUST COMPANY
                         TRANSFER AGENT AND REGISTRAR

BY
                                   AUTHORIZED SIGNATURE




     The Corporation will furnish without charge to each stockholder who so 
requests the powers, designations, preferences, and relative, participating, 
optimal, or other special rights of each class of stock or series thereof and 
the qualifications, limitations or restrictions of such preferences and/or 
rights.  Such requests shall be made to the Corporation's Secretary at the 
principal office of the Corporation.

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

     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 Gifts 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 SIGNATURE 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 SIGNATURE(S) MUST 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.