EXHIBIT 4.4
FRONT

NUMBER                                                                *SHARES*

                         INCORPORATED UNDER THE LAWS
                          OF THE STATE OF DELAWARE
                              On March 25, 1991

                           ISIS PHARMACEUTICALS, INC.
            Series B Convertible Preferred Stock, par value $.001

THIS CERTIFIES THAT ________________________________ is the record holder of
_______________________________________ (______________) Shares of the Series
B Convertible Preferred Stock, par value $.001, of ISIS PHARMACEUTICALS, 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 or assigned.

A statement of the rights, preferences, privileges and restrictions granted
to or imposed upon the respective classes or series of shares of stock of the
Corporation and upon holders thereof as established by the Certificate of
Incorporation or by any Certificate of Designation of Preferences, and the
number of shares constituting each series and the designations thereof, may
be obtained by any stockholder upon request and without charge at the
principal office of the Corporation.

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be signed
by its duly authorized officers this ________ day of ________________,
____________.

________________________                             ________________________
      SECRETARY                                              PRESIDENT



BACK

FOR VALUE RECEIVED, _________________________ hereby sell, assign and
transfer unto
_________________________________________________________________________
____________________________________________ Shares of the Preferred Stock of
the within named Corporation, represented by the within Certificate and do
hereby irrevocably constitute and appoint ___________________________________
Attorney to transfer the said shares of said Preferred Stock on the books of
the said Corporation, pursuant to the provisions of the By-Laws thereof, with
full powers of substitution in the premises.

                       Dated _______________________________ A.D. _____________

                                     __________________________________________


In Presence of:

__________________________________


                               Notice:  The signature to this assignment must
                                        strictly correspond with the name as
                                        written upon the face of the
                                        Certificate in every particular and
                                        without alteration or enlargement or
                                        any change whatever.