Exhibit
4.1

      


      VENTRUS
BIOSCIENCES, INC.

      INCORPORATED
UNDER THE LAWS OF THE STATE OF DELAWARE

      


      
        
          	 
      	
                  CUSIP
      NUMBER 922822 101

                
	 
      	
                  SEE
      REVERSE FOR CERTAIN
DEFINITIONS

                


        

      

      


      THIS CERTIFIES
THAT

      


      IS THE RECORD HOLDER
OF

      


      FULLY
PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, $0.001 PAR VALUE PER
SHARE,  OF

      VENTRUS BIOSCIENCES,
INC.

      


      transferable
on the books of the Corporation in person or by duly authorized attorney upon
surrender of the Certificate properly endorsed.  This Certificate and
the shares represented hereby are issued and shall be subject to all the
provisions of the Certificate of Incorporation, to all of which the record
holder by acceptance hereby assents.  This Certificate is not valid
until countersigned by the Transfer Agent and registered by the
Registrar.

      


      IN WITNESS WHEREOF, the
Corporation has caused the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers to be duly affixed
hereto.

      


      DATED:


      


      
        	
                Russell
      H. Ellison

              	 
      	
                Thomas
      Rowland

              
	
                Chief
      Executive Officer

              	 
      	
                Secretary

              


      

      


      COUNTERSIGNED
AND REGISTERED:

      (TRANSFER
AGENT NAME)

      TRANSFER
AGENT

        
AND REGISTRAR

      


      BY:

      


      AUTHORIZED________________

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
         

        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

                

              	 
      	
                Under
      Uniform Gifts to Minors

                Act.................................

              
	 
      	
                
                     
      in common

                

              	 
      	
                (State)                
      

              
	 
      	
                 
      

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                UNIF
      TRF MIN ACT.........Custodian (until
    age....)

              
	 
      	 
      	 
      	
                 
      (Minor)                                
      

              
	 
      	 
      	 
      	
                To
      Minors Act.................

              
	 
      	 
      	 
      	
                (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

          
 IDENTIFIYING NUMBER OF ASSIGNEE


      
        
          
            
              	
                       
      

                       

                       

                    


            

          

        

      

       

      ____________________________________________________________________________________________________

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

      ____________________________________________________________________________________________________


       

      __________________________________________________________________________________________
Shares  

      Of the
Common Stock represented by the within Certificate, and do(es) 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
______________________________

         

      
        


        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	 
      	
                                          X

                                        	
                                            
      

                                        
	 
      	 
      	 
      
	 
      	
                                          X

                                        	
                                            
      

                                        
	 
      	 
      	 
      
	 
      	
                                          NOTICE:

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

                                        


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

        

 

      

      Signature(s)
Guaranteed:


      


      By_________________________________________________________________________

      THE
SIGNATURE(S) MUST 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.