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                                                                     Exhibit 4.1


                      [AMERICAN SPECTRUM REALTY, INC. LOGO]



INCORPORATED UNDER THE LAWS
OF THE STATE OF MARYLAND

SEE REVERSE FOR IMPORTANT NOTICE
ON TRANSFER RESTRICTIONS AND
OTHER INFORMATION

                                      CUSIP

This Certifies that

is the owner of

         FULLY-PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK,
                  PAR VALUE $0.01 PER SHARE, OF

American Spectrum Realty, Inc. (the "Corporation") transferable on the books of
the Corporation by the holder hereof in person or by its duly authorized
attorney, upon surrender of this Certificate properly endorsed. This Certificate
and the shares represented hereby are issued and shall be held subject to all of
the provisions of the Articles of Incorporation of the Corporation (the
"Charter") and the Bylaws of the Corporation and any amendments thereto. This
Certificate is not valid unless countersigned and registered by the Transfer
Agent and Registrar.

         In Witness Whereof, the Corporation has caused this Certificate to be
executed on its behalf by its duly authorized officers.

Dated:



              [AMERICAN SPECTRUM REALTY, INC. CORPORATE SEAL, 2001]
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COUNTERSIGNED AND REGISTERED:
MELLON INVESTOR SERVICE LLC                /s/
(NEW YORK, NY)  TRANSFER AGENT             Chairman of the Board,
AND REGISTRAR                              Chief Executive Officer and President
BY

                                           /s/
AUTHORIZED SIGNATURE                       Secretary


                                IMPORTANT NOTICE

         The Corporation will furnish to any stockholder, on request and without
charge, a full statement of the information required by Section 2-211(b) of the
Corporations and Associations Article of the Annotated Code of Maryland with
respect to the designations and any preferences, conversion and other rights,
voting powers, restrictions, limitations as to dividends and other
distributions, qualifications and terms and conditions of redemption of the
stock of each class which the Corporation has authority to issue and, if the
Corporation is authorized to issue any preferred or special class in series, (i)
the differences in the relative rights and preferences between the shares of
each series to the extent set, and (ii) the authority of the Board of Directors
to set such rights and preferences of subsequent series. The foregoing summary
does not purport to be complete and is subject to and qualified in its entirety
by reference to the Articles of Incorporation of the Corporation (the
"Charter"), a copy of which will be sent without charge to each stockholder who
so requests. Such request must be made to the Secretary of the Corporation at
its principal office or to the Transfer Agent.

         The shares represented by this certificate are subject to restrictions
on Beneficial and Constructive Ownership and Transfer for the purpose of the
Corporation's maintenance of its status as a real estate investment trust under
the Internal Revenue Code of 1986, as amended (the "Code"). No Person may (i)
Beneficially Own or Constructively Own shares of Equity Stock in excess of 5% of
the number or value of outstanding shares of any class of Equity Stock (or, in
the case of a Look-Through Entity, in excess of 10% the number or value of
outstanding shares of any class of Equity Stock or, in the case of an Existing
Holder, in excess of the applicable Existing Holder Limit of the number or value
of outstanding shares of any class of Equity Stock), (ii) Beneficially Own
shares of Equity Stock that would result in the shares of Equity Stock being
Beneficially Owned by fewer than 100 Persons (determined without reference to
any rules of attribution), (iii) Beneficially Own shares of Equity Stock that
would result in the Corporation being "closely held" under Section 856(h) of the
Code, or (iv) Constructively Own shares of Equity Stock that would cause the
Corporation to Constructively Own 9.9 % or more of the ownership interests in a
tenant of the Corporation's, the Operating Partnership's or a Subsidiary's real
property, within the meaning of Section 856(d)(2)(B) of the Code. Any Person who
attempts to Beneficially Own or Constructively Own shares of Equity Stock in
excess of the above
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limitations must immediately notify the Corporation in writing. If the
restrictions above are violated, the shares of Equity Stock represented hereby
will be transferred automatically and by operation of law to a Trust and shall
be designated Shares-in-Trust. In addition, upon the occurrence of certain
events, attempted Transfers in violation of the restrictions described above may
be void ab initio. The foregoing summary does not purport to be complete and is
qualified in its entirety by reference to, and all capitalized terms in this
legend have the meanings defined in, the Corporation's charter, as the same may
be amended from time to time, a copy of which, including the restrictions on
transfer, will be sent without charge to each stockholder who so requests.

                                  ------------
          KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN
       OR DESTROYED, THE CORPORATION 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

TEN ENT - as tenants by the entireties

JT TEN  - as joint tenants with right of survivorship
          and not as tenants in common

UNIF GIFT MIN ACT - Custodian


                    -----------           -------------
                    (Custodian)              (Minor)

                    under Uniform Gifts to Minors

                    Act of
                            ---------------
                                (State)

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

For Value Received, __________________ hereby sell, assign and transfer unto
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(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE OF ASSIGNEE)

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PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
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_____________________________________ shares of Common Stock of the Corporation

represented by this Certificate, and do hereby irrevocably constitute and
appoint _________________________________________________________ , Attorney
to transfer the said shares of Common Stock on the books of the Corporation,
with full power of substitution in the premises.