Form: S-1/A

General form of registration statement for all companies including face-amount certificate companies

February 6, 1997

Documents

SPECIMEN CERTIFICATE

Published on February 6, 1997



Exhibit 4.1

Certificate No. _________ For ______ Shares Issued to _________________
Transferred from _______________ / /19
Dated_____________________________, 19_______
Receipt acknowledged_______________________________________
No. Original Certificate _____________
No. Original Shares _______________
No. Of Shares Transferred ____________



NUMBER SHARES

_________ _________


INCORPORATED UNDER THE LAWS OF

THE STATE OF NEW JERSEY
EMCORE CORPORATION
COMMON STOCK, NO PAR VALUE

[ S P E C I M E N ]


This Certifies that ____________________________________ is the owner of
___________________________________ fully paid and non-assessable Shares of
the Capital Stock of the above named Corporation transferable only on the
books of the Corporation by the holder hereof in person or by duly authorized
Attorney upon surrender of this Certificate properly endorsed.

In Witness Whereof, the said Corporation has caused this Certificate to be
signed by its duly authorized officers and its Corporate Seal to be hereunto
affixed this ______________ day of ____________________ A.D. 19______

__________________________________ ___________________________
SECRETARY/TREASURER PRESIDENT



EXPLANATION OF ABBREVIATIONS

The following abbreviations, when used in the inscription of
ownership on the face of this certificate, shall be construed as if they were
written out in full according to applicable laws or regulations.
Abbreviations, in addition to those appearing below, may be used.



JT TEN As joint tenants with right of survivorship and TEN ENT As tenants by the entireties
not as tenants in common UNIF GIFT MIN ACT Uniform Gifts to Minors Act
TEN COM As tenants in common CUST Custodian for



For Value Received _____________________ hereby sell, assign and transfer unto
_________________________________________
(please insert social security or other identifying number of assignee)
_________________________ Shares represented by the within Certificate, and do
hereby irrevocably constitute and appoint __________________________ Attorney
to transfer the said Shares on the books of the within named Corporation with
full power of substitution in the premises.

Dated ____________ 19__

in presence of
_____________________ ___________________