Specimen of Common Stock Certificate

EXHIBIT 4.1

      

WESTERN REFINING, 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 SECRETARY 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
TEN ENT	-	as tenants by the entireties		(Cust)                      (Minor)
JT TEN	-	as joint tenants with right		under Uniform Gifts to Minors
		of survivorship and not as
		tenants in common		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
NUMBER OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

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

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
In presence of			CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE
			OF THE CERTIFICATE IN EVERY PARTICULAR,
			WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE
			WHATEVER.

Signature(s) Guaranteed

By

THE SIGNATURES 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.