Form: SB-2/A

Optional form for registration of securities to be sold to the public by small business issuers

September 10, 1997

EXHIBIT 4.1

Published on September 10, 1997



Exhibit 4.1

COMMON STOCK COMMON STOCK
NUMBER SHARES
C

COMMONWEALTH BIOTECHNOLOGIES, INC.

INCORPORATED UNDER THE CUSIP 202739 10 8
LAWS OF THE COMMONWEALTH OF VIRGINIA SEE REVERSE FOR CERTAIN DEFINITIONS

THIS IS TO CERTIFY That is the owner of

FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, NO PAR VALUE PER SHARE, OF

COMMONWEALTH BIOTECHNOLOGIES, INC.

transferable only on the books of the corporation by the holders hereof in
person or by attorney duly authorized upon surrender of this certificate duly
endorsed or assigned. This certificate and the shares represented hereby are
subject to the laws of the Commonwealth of Virginia and to the Articles of
Incorporation and By Laws of the corporation as now or hereafter amended.
This certificate is not paid until countersigned by the Transfer Agent and
the Registrar.

WITNESS the facsimile seal of the corporation and the facsimile
signatures of its duly authorized officers.

Dated:

/s/ G. A. Buck /s/ Robert B. Harris
SECRETARY PRESIDENT

COMMONWEALTH BIOTECHNOLOGIES, INC.
SEAL
VIRGINIA

COUNTERSIGNED AND REGISTERED:
American Securities Transfer & Trust, Inc.
TRANSFER AGENT
AND REGISTRAR

BY
AUTHORIZED OFFICER


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 _______
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act______________
in common (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
--------------------------------------
| |
| |
| |
--------------------------------------



- -------------------------------------------------------------------------------
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

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


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

shares
- --------------------------------------------------------------------------

of the capital 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______________________________



___________________________________________
NOTICE: THE SIGNATURE OF THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME AS WRITTEN UPON
THE FACE OF THE CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATEVER.



SIGNATURE(S) GUARANTEED: _______________________________________________________
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.