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                                                                   EXHIBIT 4.9



                       PARACELSUS HEALTHCARE CORPORATION


             INCORPORATED UNDER THE LAWS OF THE STATE OF CALIFORNIA

COMMON STOCK                                                   CUSIP 698891 10 8

THIS CERTIFICATE IS TRANSFERABLE IN DALLAS, TEXAS AND NEW YORK, NEW YORK   

                     SEE REVERSE FOR CERTAIN DEFINITIONS






THIS CERTIFIES THAT




is the owner of


                 FULLY PAID AND NON-ASSESSABLE COMMON SHARES OF

Paracelsus Healthcare Corporation transferable in person or by duly authorized
attorney on the books of the Corporation upon surrender of this certificate
properly endorsed. This certificate is not valid until countersigned and
registered by the Transfer Agent and the Registrar.

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



                              CERTIFICATE OF STOCK
                     Dated:
                           --------------------------
                         COUNTERSIGNED AND REGISTERED:



-------------------------------     -------------------------------------------
      President and                   CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
Chief Operating Officer               TRANSFER AGENT AND REGISTRAR


By                                         
  -----------------------------     -------------------------------------------
                Secretary                        AUTHORIZED SIGNATURE

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                       PARACELSUS HEALTHCARE CORPORATION

       The Company will furnish upon request and without charge to each
stockholder the powers, privileges, restrictions, designations, preferences and
relative, participating, optional and other special rights of each class of
stock and series within a class of stock of the Company authorized to be issued
and upon the holders thereof, as well as the qualifications, limitations and
restrictions relating to those preferences and/or rights.  A stockholder may
make the request to the Secretary of the Company or to its Transfer Agent and
Registrar.

       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     under Uniform Gifts to Minors Act
          tenants in common              _________________________        
                                                 [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 IDENTIFYING NUMBER OF ASSIGNEE

______________________________________________________________________________

______________________________________________________________________________
Please print or typewrite name and address including postal zip code of
assignee

______________________________________________________________________________

______________________________________________________________________________

_______________________________________________________________________ Shares
of the 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 Company
with full power of substitution in the premises.


Dated_________________________________


                                   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 ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATEVER.

X ___________________________________________________________
                                  (SIGNATURE)

X ___________________________________________________________
                                  (SIGNATURE)


                      CHASEMELLON SHAREHOLDER SERVICES LLC

Until the Separation Time (as defined in the Rights Agreement referred to
below), this certificate also evidences and entitles the holder hereof to
certain Rights as set forth in a Rights Agreement, dated as of August 16, 1996
(as such may be amended from time to time, the "Rights Agreement", between
Paracelsus Health Corporation (the "Company") and ChaseMellon Shareholders
Service, L.L.C., as Rights Agents, 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 may be redeemed, may become exercisable for
securities assets of the Company or of another entity, may be exchanged for
shares of Common Stock or other securities or assets of the Company, may
expire, may become void (if they are "Beneficially" Owned by an "Acquiring
Person" or an Affiliate or Associate thereof, as such terms are defined in the
Rights Agreement, or by any transferee of any of the foregoing) or may be
evidenced by separate certificates and may no longer be evidenced by this
certificate. The Company will mail or arrange for mailing of a copy of the
Rights Agreement to the holder of this Agreement without charge after the
receipt of a written request therefor.

THE SIGNATURE(S) SHOULD 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
G.E.O. RULE 1724-15.

___________________________________________________________________________
SIGNATURE(S) GUARANTEED BY: