EXHIBIT 4.1

                      SPECIMEN OF COMMON STOCK CERTIFICATE

                              [LOGO OF RED ROBIN]
                         RED ROBIN GOURMET BURGERS, INC.


       COMMON STOCK                                    COMMON STOCK

         NUMBER                                          SHARES
RR

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

                                                    CUSIP 75689M 10 1

THIS CERTIFIES THAT





is the owner of

           FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK,
                         PAR VALUE $0.001 PER SHARE, OF

                         RED ROBIN GOURMET BURGERS, INC.

(hereinafter called the "Company") transferable on the books of the Company by
said owner 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 held subject to all the provisions of the
Certificate of Incorporation and all amendments thereto, copies of which are on
file at the office of the Transfer Agent, all of which the holder of this
certificate by acceptance hereof assents. This certificate is not valid until
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/ JAMES P. MCCLOSKEY        [CORPORATE SEAL]      /s/ MICHAEL J. SNYDER
- -----------------------                             ---------------------------
Chief Financial Officer                             Chairman, CEO and President
& Secretary

                         Countersigned and Registered:
                    AMERICAN STOCK TRANSFER & TRUST COMPANY
                          Transfer Agent and Registrar

                    By_____________________________________
                               Authorized Officer


                         RED ROBIN GOURMET BURGERS, INC.

      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 as established, from time to time, by the Certificate of
Incorporation of the Corporation and by any certificate of determination, the
number of shares constituting each class and series, and the designations
thereof, may be obtained by the holder hereof upon request and without charge at
the principal office of the 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:


<TABLE>
<S>                                                <C>
TEN COM  ---as tenants in common                   UNIF GIFT MIN ACT --................Custodian...................
                                                                            (Cust)                    (Minor)
TEN ENT  ---as tenants by the entireties                                  under Uniform Gifts to Minors

JT TEN   ---as joint tenants with right                                   Act......................................
            of survivorship and not as                                                    (State)
            tenants in common


                                                    UNIF TRF MIN ACT --................Custodian (until age.......)
                                                                            (Cust)

                                                                       ....................under Uniform Transfers
                                                                             (Minor)

                                                                       to Minors Act...............................
                                                                                               (State)
</TABLE>

     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 POSTAL 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(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 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 17Ad-15.




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