SPECIMEN CERT. FOR SHARES OF COMMON STOCK

EXHIBIT 4.1

EMCORE Corporation
Your Global Source for CVD Materials Technology
Incorporated Under the Laws of the State of New Jersey


Number Shares

____________ ____________

CUSIP
See reverse for certain definitions



This certifies that



is the owner of


fully-paid and non-assessable shares of the Common Stock $__ par value, of

EMCORE Corporation, transferable on the books of the Corporation by the holder
hereof in person or by deuly authorized attorney, upon surrender of this
Certificate properly endorsed. This Certificate and the shares represented
hereby are issued an dshall be held subject to all provisions on the Articles of
Incorporation, as amended (copies of which are on file at the office of the
Transfer Agent), to all of which the holder of this Certificate by acceptance
hereof assents. This Certificate is not valid unless 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



/s/ David Hess
Controller


[corporate seal]



/s/ Tom Werthan /s/ Reuben F. Richards, Jr.
Chief Financial Officer Chief Executive Officer

[reverse:]



EMCORE CORPORATION


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 law or regulation:

TEN COM - as tenants in common UNIF GIFT MIN ACT - ____ Custodian ____
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEM - as joint tenants with right Under Uniform Gifts to Minors
of survivorship and not as tenants Act __________ (State)
in common

Additional abbreviations may also be used though not in the above list.

For value received __________________________ hereby sell, assign and
transfer unto


social security number:
- --------------------------------------------------------------------------------

name and address, including postal or zip code:
- --------------------------------------------------------------------------------

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

_________________________________________ Shares

of the 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:_____________________________________________________


----------------------------------------------
Signature

Signature(s) guaranteed:

- ---------------------------------------
THE SIGNATURE SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS
AND CREDIT UNIONS WITH MEMBERSHIPS IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM), PURSUANT TO SEC RULE 17aD-15.