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                                                                     EXHIBIT 4.1

                          [MEDCATH(R) CORPORATION LOGO]
              INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

Number                                                                    Shares

                                                     CUSIP _____________________
                                        See Reverse Side for Certain Definitions

         THIS CERTIFIES THAT ____________________ is the registered holder of
_______________ fully paid and nonassessable shares of the common stock, par
value of $0.01 per share, of MedCath Corporation transferable on the books of
the Corporation by the holder hereof in person or by 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 Certificate of Incorporation and Bylaws of the Corporation,
and all amendments thereto, to all of which the holder by acceptance hereof,
assents.

         This Certificate is not valid unless countersigned and registered by
the Transfer Agent and Registrar.

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



                                      Seal



------------------------------                   -------------------------------
Assistant Secretary                              President


COUNTERSIGNED AND REGISTERED:
First Union National Bank (Charlotte, North Carolina), Transfer Agent and
Registrar

Authorized Signature

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                                      BACK

                               MEDCATH CORPORATION

         THE AUTHORIZED CAPITAL STOCK OF MEDCATH CORPORATION INCLUDES PREFERRED
STOCK. UPON REQUEST THE CORPORATION WILL FURNISH TO ANY STOCKHOLDER, WITHOUT
CHARGE, INFORMATION IN WRITING AS TO THE NUMBER OF SUCH SHARES AUTHORIZED AND
OUTSTANDING AND A COPY OF THE PORTION OF THE CERTIFICATE OF INCORPORATION, AND
AMENDMENTS THERETO, OR RESOLUTIONS CONTAINING THE DESIGNATIONS, PREFERENCES,
LIMITATIONS AND RELATIVE RIGHTS OF ALL SHARES AND ANY CLASS OR SERIES THEREOF.
ANY SUCH REQUEST SHOULD BE ADDRESSED TO THE SECRETARY OF THE CORPORATION.

         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 and regulations:

<TABLE>
<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
                                                                Act _______________
JT TEN - as joint tenants with right of                                 (State)
             Survivorship and not as tenants
             in common
</TABLE>

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

         For value received, hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
    IDENTIFYING NUMBER OF ASSIGNEE

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

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shares of the capital 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 Corporation with full
power of substitution in the premises.

Dated
     ------------------------
                                     Signature(s):
                                                  ----------------------------
                                     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 enlarge-
                                     ment or any change whatever.

                        SIGNATURE(S) GUARANTEED:
                                                --------------------------------
                        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 S.E.C. Rule 17Ad-15.

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