EX-4.1: SPECIMEN COMMON STOCK CERTIFICATE

Exhibit 4.1

COMMON STOCK		COMMON STOCK

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

NUMBER				SHARES

     GOLF-

SEE REVERSE FOR CERTAIN DEFINITIONS AND RESTRICTIONS				CUSIP

THIS CERTIFIES THAT

 
 
 

is the owner of

FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, OF $0.001 PAR VALUE PER SHARE, OF
============================GOLFSMITH INTERNATIONAL HOLDINGS, INC.============================

transferable only 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:

	TREASURER		PRESIDENT

GOLFSMITH INTERNATIONAL HOLDINGS, INC.
CORPORATE SEAL
2002
DELAWARE

		COUNTERSIGNED AND REGISTERED:
		NATIONAL CITY BANK
		Cleveland, Ohio

TRANSFER AGENT AND REGISTRAR

BY

AUTHORIZED SIGNATURE

Golfsmith International Holdings, Inc.

     THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS 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. SUCH REQUEST MUST BE MADE TO THE CORPORATION’S TREASURER AT THE PRINCIPAL EXECUTIVE 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		UNIF GIFT MIN ACT-
				Custodian                    Minor
TEN ENT		- as tenants by the entireties		(Cust)           (Minor)
				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
				(Minor)
				Transfers 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 NUMBER
OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASIGNEE(S))

Shares

represented by the within Certificate, and do(es) 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.

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 WHATSOEVER.