EXHIBIT 4.01


                        GENTOR RESOURCES, INC.


Total  Authorized  Issue 1,500,000 Shares of $.0001 Par Value Common
Stock

                           See Reverse for
                         Certain Definitions


This is to certify that
SPECIMEN                                    is the owner of




Fully Paid and Non-Assessable Shares of Common Stock of Gentor
                           Resources, Inc.

transferable only on the books of the Corporation by the holder
thereof in person or by a duly authorized Attorney upon surrender of
this Certificate properly endorsed.

Witness, the seal of the Corporation and the signatures of its duly
authorized officers.

Dated:




        President                                           Secretary