[LOGO]
 

                                                                    
           Number                                                                    Shares


                                                                    
       C
 
                                                                                  COMMON STOCK
                                                                               CUSIP 783286 10 7
    THIS CERTIFIES THAT                                                     SEE REVERSE FOR CERTAIN
                                                                                  DEFINITIONS

 
is the owner of
 
FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, PAR VALUE $.01 PER SHARE,
                                       OF
 
RUTHERFORD-MORAN  OIL CORPORATION, transferable 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  accompanied by  a proper assignment.
This Certificate is not valid until countersigned and registered by the Transfer
Agent and Registrar.
 
    IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed
in facsimile by its duly authorized officers and the facsimile corporate seal to
be duly affixed hereto.
 

                                                                         
DATED:
 
                           [LOGO]                                           [LOGO]

 
                                     [LOGO]
        PRESIDENT                                                 SECRETARY
 


                                                                         
                              COUNTERSIGNED AND REGISTERED:
 
                                                                                             FIRST CHICAGO TRUST COMPANY OF NEW YORK
                                                                                                                      TRANSFER AGENT
                                                                                                                       AND REGISTRAR
                                                              BY
 
                                                                                       AUTHORIZED SIGNATURE
 



                        RUTHERFORD-MORAN OIL CORPORATION
 
    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.
 
    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  ...........
 
                       as tenants by the
TEN ENT        --      entireties                                        (Cust)                     (Minor)
JT TEN         --      as joint tenants with                             under Uniform Gifts to Minors Act
                       right                                             ....................................
                       of survivorship and not                           (STATE)
                       as
                       tenants in common

 
    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

 
________________________________________________________________________________
 (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
________________________________________________________________________________
_________________________________________________________________________ Shares
 
of 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,
                                          X
NOTICE: THE SIGNATURE(S) TO
THIS ASSIGNMENT MUST CORRE-
SPOND WITH  THE NAME(S)  AS
WRITTEN  UPON  THE  FACE OF
THE  CERTIFICATE  IN  EVERY
PARTICULAR, WITHOUT
ALTERATION  OR  ENLARGEMENT
OR ANY CHANGE WHATEVER.
                                          X
                                          Signature(s) must be guaranteed by a bank, broker or qualified financial
                                           institution.