EXHIBIT 4.01

EXHIBIT 4.01


[INTUIT LOGO]


NUMBER SHARES

INTU


INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE


THIS CERTIFIES THAT CUSIP 461202 10 3

SEE REVERSE FOR CERTAIN
DEFINITIONS AND LEGENDS


Is the owner of

FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK,
PAR VALUE $0.01 PER SHARE, OF

INTUIT INC.


transferable on the books of the Corporation by the holder hereof in person or
by duly authorized attorney on 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:

COUNTERSIGNED AND REGISTERED

AMERICAN STOCK TRANSFER & TRUST COMPANY

TRANSFER AGENT AND REGISTRAR

BY

AUTHORIZED SIGNATURE



/s/ STEPHEN M. BENNETT [INTUIT INC. SEAL] /s/ CATHERINE VALENTINE

PRESIDENT AND INCORPORATED VICE PRESIDENT, GENERAL
CHIEF EXECUTIVE OFFICER COUNSEL AND SECRETARY
FEBRUARY 1,
1993

DELAWARE
The Corporation is authorized to issue Common Stock and Preferred Stock.
The Board of Directors of the Corporation has authority to determine the
authorized number of shares of each series of Preferred Stock and to determine
or alter the rights, preferences, privileges and restrictions granted to or
imposed upon any wholly unissued series of Preferred Stock, and to increase or
decrease (but not below the number of shares of such series then outstanding)
the number of shares of any series subsequent to the issue of shares of that
series.

A statement of the rights, preferences, privileges and restrictions
granted to or imposed upon the respective classes or series of shares and 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
from the Secretary of the Corporation at the principal office of the
Corporation.

This certificate also evidences and entitles the holder hereof to certain
rights (the "Rights") as set forth in a Rights Agreement between Intuit Inc.
and American Stock Transfer & Trust Company, dated as of May 1, 1998, as such
may subsequently be amended (the "Rights Agreement"), the terms of which are
hereby incorporated herein by reference and a copy of which is on file at the
principal executive offices of Intuit Inc. Under certain circumstances, as set
forth in the Rights Agreement, such rights will be evidenced by separate
certificates and will no longer be evidenced by this certificate. Intuit Inc.
will mail to the holder of this certificate a copy of the Rights Agreement
without charge after receipt of a written request therefor. As described in
Section 11(a)(ii) of the Rights Agreement, Rights beneficially owned by any
person who becomes an Acquiring Person (as defined in the Rights Agreement) and
certain other persons shall become null and void.

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
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(Cust) (Minor)

under Uniform Gifts to Minors Act

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(State)

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

For value received, hereby sell, assign and transfer unto
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PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE


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


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- ------------------------------------------------------------------------- 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
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NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST
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:


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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