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Exhibit 4.3    
    



	 	 	Number	 	 	 	 
	 	 	 	 	 	 	Shares
	STR	 	 	 	 	 	 
	 	 	Common Stock	 	Common Stock	 	 
	 	 	 	 	CUSIP 863433 10 8	 	 




STROUD ENERGY, INC.  


Incorporated under the Laws of the State of Delaware 


        THIS
CERTIFIES THAT **[SPECIMEN STAMP]** 


is
the owner of **[ZERO (0)]** 


fully
paid and nonassessable shares of Common Stock, $.001 par value per share, of 


Stroud Energy, Inc. (the "Corporation"), transferable on the books of the Corporation in person or by attorney upon surrender of this Certificate
duly endorsed or assigned. This Certificate and the shares represented hereby are subject to the laws of the State of Delaware, and to the Certificate of Incorporation
and Bylaws of the Corporation, as now or hereafter amended. This Certificate is not valid unless countersigned and registered by the Transfer Agent. 


        Witness
the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. 


DATED
_______________ 



	/s/ Stephen M. Clark

Secretary	[STROUD ENERGY, INC. SEAL]	/s/ Patrick J. Noyes

Chairman, President and CEO





Countersigned &
Registered:

American Stock Transfer & Trust Company

            (New York, New York)

            TRANSFER AGENT AND REGISTRAR 


By:
_________________________________

      Authorized Officer 







STROUD ENERGY, INC.  


        THIS CORPORATION IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK. THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS A COPY OF
THE POWERS, DEISGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF, WHICH THE CORPORATION IS AUTHORIZED TO ISSUE, AND THE
QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. ANY SUCH REQUEST MAY BE MADE TO THE CORPORATION OR THE TRANSFER AGENT. 


        KEEP
THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN OR DESTROYED, THE COMPANY WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE. 



        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 of

  

__________________________________

(State)




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


FOR
VALUE RECEIVED, ________________ HEREBY SELLS, ASSIGNS AND TRANSFERS UNTO 



	

	(Please Print or Typewrite Name and Address, Including Zip Code, of Assignee)
	    
	

	(Please Insert Social Security or other Identifying Number of Assignee)





________________ (_______) shares of the capital stock represented by this 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 TO 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 WHATSOEVER.





Signature(s) Guaranteed: 



	
 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.	 	 













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Exhibit 4.3