EXHIBIT 4.1

[LOGO]                           TALK.com Inc.                            [LOGO]
              INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
                                                    CUSIP 874264 10 4
COMMON STOCK                                 SEE REVERSE FOR CERTAIN DEFINITIONS
This certifies that

                                [GRAPHIC OMITTED]

is the owner of
FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, PAR VALUE $.01 PER SHARE,OF
                                 TALK.COM INC.

(the  "Corporation"),  a Delaware  corporation.  The Shares  represented by this
certificate are transferable only on the stock transfer books of the Corporation
by the holder of record  hereof,  or by his duly  authorized  attorney  or legal
representative,  upon the surrender of this certificate properly endorsed.  This
certificate is not valid until countersigned and registered by the Corporation's
transfer agent and registrar.

     IN WITNESS  WHEREOF,  the  Corporation  has caused this  certificate  to be
executed by the  facsimile  signature  of its duly  authorized  officers and has
caused a facsimile of its corporate seal to be hereunto affixed.

Dated:                              Sealed

         /s/ Aloysius T. Lawn, IV               /s/ Gabriel Battista
         ------------------------------     -------------------------------
             Aloysius T. Lawn, IV                   Gabriel Battista
                  Secretary                 Chairman and Chief Executive Officer


<PAGE>

                                 TALK.COM INC.



     The Corporation  will furnish to any  stockholder  upon request and without
charge a full statement of the powers,  designations,  limitations and relative,
participating,  optional  or other  special  rights of the  shares of each class
authorized to be issued,  the  qualifications,  limitations and  restrictions of
such  preferences  and  rights,  the  variations  in  the  relative  rights  and
preferences  between shares of any series of any authorized  preferred  class so
far as they have been fixed and  determined,  and the  authority of the Board of
Directors to fix and determine the relative rights and preferences of subsequent
series of any such preferred class.

     This  certificate  also evidences and entitles the holder hereof to certain
Rights  as  set  forth  in the  Rights  Agreement  between  TALK.COM  INC.  (the
"Company")  and FIRST CITY  TRANSFER  COMPANY (the "Rights  Agent")  dated as of
August  19,  1999  (the  "Rights  Agreement"),  the  terms of which  are  hereby
incorporated herein by reference and a copy of which is on file at the principal
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,  as in effect on the date of
mailing,  without charge promptly after receipt of a written  request  therefor.
Under certain circumstances as set forth in the Rights Agreement,  Rights issued
to, or held by, any Person who is, was or becomes an Aquiring Person, an Adverse
Person or any  Affiliate or Associate  thereof (as such terms are defined in the
Rights  Agreement)  whether  currently held by or on behalf of such Person or by
any subsequent holder, may become null and void.

     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:

<TABLE>
<CAPTION>

<S>                                   <C>
TEN COM - as tenants in common        UNIF GIFT MIN ACT-..........Custodian...........
                                                          (Cust)            (Minor)

TEN ENT - as tenants by the entireties                   under Uniform Gifts to Minors

JT TEN - as joint tenants with right                     Act..........................
         of survivorship and not as                                (State)
         tenants in common

</TABLE>

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

For value received, ___________ hereby sell, assign and transer unto

   PLEASE INSERT SOCIAL SECURITY OR OTHER
       IDENTIFYING NUMBER OF ASSIGNEE
___________________________________________

___________________________________________


________________________________________________________________________________
  (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING ZIP CODE OF ASSIGNEE)

________________________________________________________________________________

________________________________________________________________________________

__________________________________________________________________________shares

of the  Common  Stock  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: 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 whatever.