Exhibit
4.1


	
  

  	
   

  	
  

  	
   

  	
  

  
	
  COMMON STOCK

  	
   

  	
  HKN, INC.

  	
   

  	
  CUSIP 40420K 10
  3

  
	
  PAR VALUE $.01

  	
   

  	
  INCORPORATED
  UNDER THE LAWS OF THE STATE OF DELAWARE

  	
   

  	
  SEE REVERSE SIDE
  FOR CERTAIN DEFINITIONS AND REFERENCE TO PROVISION TO DENY PREEMPTIVE RIGHTS

  



 


	
  SPECIMEN

  
	
  This certifies that

  
	
   

  
	
   

  
	
   

  
	
  is the owner of

  



 


FULLY
PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF


HKN, Inc. (hereinafter referred
to as the corporation), transferable upon the books of the corporation in
person or by duly authorized attorney upon surrender  of this Certificate properly endorsed. This
Certificate, and the shares represented hereby, are issued under and shall be
subject to all the provisions of the Certificate of Incorporation of the corporation
and of the amendments thereto, copies of which are on file with the Transfer
Agent, to all of which the holder, by acceptance hereof, assents. This
Certificate is not valid unless countersigned by the Transfer Agent and
Registrar.


Witness
the seal of the corporation and the signatures of its duly authorized officers.


	
  DATED

  	
  [SEAL]          

  	
   

  	
   

  
	
  

  	
  /s/ Elmer A. Johnston

  	
   

  	
  /s/ Mikel D. Faulkner

  	
   

  
	
   

  	
  SECRETARY

  	
   

  	
  PRESIDENT

  	
   

  
								



 


	
  

  	
  COUNTERSIGNED AND REGISTERED:

  
	
   

  	
   

  
	
   

  	
  AMERICAN
  STOCK TRANSFER & TRUST COMPANY

  
	
   

  	
   

  	
  (NEW YORK, N.Y.)

  
	
   

  	
  TRANSFER AGENT AND
  REGISTRAR

  
	
   

  	
  BY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AUTHORIZED SIGNATURE

  



 











HKN, INC.


The corporation
will furnish without charge to each stockholder who so requests any powers,
designations, preferences and relative, participating, optional or other
special rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preference and/or rights.


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 survivorship and not
  as tenants in common

  	
   

  	
   

  	
  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 into


	
  PLEASE INSERT SOCIAL
  SECURITY OR OTHER

  	
   

  
	
  IDENTIFYING
  NUMBER OF ASSIGNEE

  	
   

  
	
   

  	
   

  
	
   

  
	
  PLEASE PRINT OR
  TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE 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,

  	
   

  	
   

  
						



 


	
  

  	
  NOTICE:

  	
  X

  	
   

  
	
   

  	
   

  	
   

  	
  (SIGNATURE)

  
	
   

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

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  X

  	
   

  
	
   

  	
   

  	
  (SIGNATURE)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  This certificate also evidences and entities the
  holder hereof to certain rights as set forth in a Rights Agreement between HKN,
  Inc. [formerly known as Harken Energy Corporation], (the “Company”) and
  American Stock Transfer and Trust Company [as successor to Mellon Investor
  Services LLC, which was formerly known as ChaseMellon Shareholder Services
  L.L.C.] as Rights Agent, dated as of April 6, 1998 as the same may be amended
  from time to time (the “Rights Agreement”), the terms of which are hereby
  incorporated herein by reference and a copy of which is on file at the
  principal executive offices of the Company. Under certain circumstances, as
  set forth in the Rights Agreement, such Rights will be evidenced by separate
  certificates and will no longer be evidenced by this certificate. The Company
  will mail to the holder of this certificate a copy of the Rights Agreement
  without charge after receipt of a written request therefore. Under certain
  circumstances, as set forth in the Rights Agreement. Rights owned by or
  transferred to any Person who is or becomes an Acquiring Person (as defined
  in the Rights Agreement) and certain transferees thereof will become null and
  void and will no longer be transferable.

  	
   

  	
  THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE
  GUARANTOR INSTITUTION (BANKS, STOCK-BROKERS, SAVINGS AND LOAN ASSOCIATIONS
  AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
  MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.

  SIGNATURE(S)
  GUARANTEED BY: