Number CC                   CARDIOPULMONARY CORP.                 ______ Shares
COMMON STOCK

              INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

                                                               SEE REVERSE FOR
                                                             CERTAIN DEFINITIONS

                                                               CUSIP 141908 10 3
THIS IS TO CERTIFY THAT


is the owner of

          FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK,
                           $.01 PAR VALUE PER SHARE, OF

CARDIOPULMONARY CORP. transferable on the books of the Corporation by the
registered holder hereof in person or by duly authorized attorney, upon
surrender of this certificate properly endorsed. This certificate and the shares
represented hereby are issued and shall be held subject to all of the provisions
of the Certificate of Incorporation, as amended, and By-Laws, as amended, of the
Corporation (copies of which are on file with the Transfer Agent) to all of
which the holder of this certificate, by acceptance hereof, assents. 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:

/s/ N.  NICOLL SNOW                     /s/ JAMES W. BIONDI, M.D.
    -----------------------------           ------------------------------------
    Vice President and Secretary           Chairman and Chief Executive Officer

Countersigned and Registered:
                             THE FIRST NATIONAL BANK
                                    OF BOSTON

                                                    Transfer Agent and Registrar
By:

                                                            Authorized Officer



                                          [CARDIOPULMONARY CORP. CORPORATE SEAL]

                              CARDIOPULMONARY CORP.

     THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO
REQUESTS A COPY OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE,
PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES
THEREOF, WHICH THE CORPORATION IS AUTHORIZED TO ISSUE, AND THE QUALIFICATIONS,
LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. ANY SUCH REQUEST
MAY BE MADE TO THE CORPORATION OR THE TRANSFER AGENT.

                                  -------------

     KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN OR DESTROYED
  THE COMPANY 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
        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 Gifts 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 ZIP CODE OF ASSIGNEE)

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__________________________________________________________________________shares
of the capital stock represented by the within Certificate,
and do hereby irrevocably constitute and appoint

________________________________________________________________________Attorney
to trasfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.

Dated -------------------------

          NOTICE
THE SIGNATURE TO THIS                    X
ASSIGNMENT MUST CORRESPOND                -------------------------------------
WITH THE NAME AS WRITTEN                             (SIGNATURE)
UPON THE FACE OF THE
CERTIFICATE IN EVERY                     X
PARTICULAR, WITHOUT                       -------------------------------------
ALTERATION OR ENLARGEMENT                             (SIGNATURE)
OR ANY CHANGE WHATEVER.

The signature(s) should 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.
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SIGNATURE(S) GUARANTEED:



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