Common Stock Common Stock $0.01 Par Value Incorporated Under the Laws of the State of Delaware Cusip [ ] See Reverse for Certain Definitions New York & Company, Inc.

by New York & Company
September 14th, 2004

EXHIBIT 4.1

COMMON STOCK       COMMON STOCK
$0.01 PAR VALUE
GRAPHIC
INCORPORATED UNDER THE LAWS
OF THE STATE OF DELAWARE
      CUSIP [            ]
SEE REVERSE FOR CERTAIN DEFINITIONS
         
NEW YORK & COMPANY, INC.

THIS CERTIFIES THAT

IS THE OWNER OF

FULLY PAID AND NONASSESSABLE SHARES OF NEW YORK & COMPANY, 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 until countersigned by the Transfer Agent and Registrar. Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.

Dated:

[CORPORATE SEAL]


        COUNTERSIGNED AND REGISTERED:

SECRETARY       TRANSFER AGENT AND REGISTRAR
    BY    
CHAIRMAN OF THE BOARD, CHIEF
EXECUTIVE OFFICER AND PRESIDENT
      AUTHORIZED SIGNATURE

        This Corporation will furnish without charge to each stockholder who so requests a statement of the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

        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 in common             under Uniform Gifts to Minors Act
    

(State)

Additional abbreviations may also be used though not in the above list.

        For Value Received,                                                             hereby sell(s), assign(s) and transfer(s) 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(S) 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

 

 

    

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 174d-15.
        

2