EXHIBIT 4.1

                        SPECIMEN COMMON STOCK CERTIFICATE


       The  common  stock   certificate   indicates  that  the   corporation  is
incorporated  under  the laws of the  State of  Delaware,  the par  value of the
shares  is  $.001  and  that  the  shares  are  denominated  Common  Stock.  The
certificate  further lists the CUSIP  number.  The  certificate  states that the
shares are fully paid and  non-assessable  shares,  and the certficate bears the
seal of the  corporation  along with the  signatures  of the  president  and the
secretary of the corporation.

       The reverse side of the certificate is as follows:


                          Aronex Pharmacueticals, Inc.

     The  Company  will  furnish  upon  request  and  without   charge  to  each
stockholder the powers, designations,  preferences and relative,  participating,
optional  and other  special  rights of each class of stock and series  within a
class  of  the  Company,  as  well  as  the   qualifications,   limitations  and
restrictions of relating to those  preferences  and/or rights. A stockholder may
make the request to the Company or to its Transfer Agent and Registrar.

     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 _______________
                             (Cust)                   (Minor)
                    under Uniform Gift 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 OR OTHER  IDENTIFYING  NUMBER OF
ASSIGNEE ----------------------------------------------------------------------

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[PLEASE  PRINT  OR  TYPEWRITE  NAME AND  ADDRESS  INCLUDING  POSTAL  ZIP CODE OF
ASSIGNEE]

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Shares Shares of the 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  Company  with  full  power of  substitution  in the
premises



Dated _________________________

NOTICE:    The signatures to this Assignment must correspond with the name(s) as
           written upon the face of the certificate in every particular  without
           alternation or enlargement or any change whatever.


                                   [SIGNATURE]


                                   [SIGNATURE]