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                           FORM OF COMMON STOCK CERTIFICATE

                                                                    COMMON STOCK


         NUMBER                                                       SHARES
         D                   DURA PHARMACEUTICALS [LOGO]
                      Incorporated under the Laws of California
                                             SEE REVERSE FOR CERTAIN DEFINITIONS
                                               AND A STATEMENT AS TO THE RIGHTS,
                               PREFERENCE, PRIVILEGES AND RESTRICTIONS OF SHARES
                                                               CUSIP 26632S 10 9



    THIS CERTIFIES THAT



    IS THE OWNER OF


  FULLY PAID AND NON-ASSESSABLE SHARE OF THE COMMON STOCK, WITHOUT PAR VALUE, OF


                              DURA PHARMACEUTICALS, INC.

    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 is not valid until countersigned and registered by the
    Transfer Agent and Registrar.
    Witness the facsimile seal of the Corporation and the facsimile signatures
    of its duly authorized officer.

                      NOW INCORPORATED IN THE STATE OF DELAWARE
                                   PAR VALUE $.001
    Dated:
                          [         Corporate Seal        ]
    ----------------               ---------------              ---------------
                                     Secretary                  President
                                   ---------------
                                    Transfer Agent


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                             REVERSE OF STOCK CERTIFICATE

    A Statement of the rights, preferences, privileges and restrictions granted
to or imposed upon each class of shares authorized to be issued and upon the
holders thereof may be obtained, upon request and without charge, from the
corporation at its principal executive office or from the Transfer Agent.

    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
COM PROP                -    as community property
UNIF GIFT MIN ACT  -    Uniform Gifts to Minors Act
UNIF TRF MIN ACT   -    Uniform Transfers to Minors Act

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


         For Value Received, ______________ hereby sell(s), assign(s) and
transfer(s) unto:


________________________________________________________________________________
                        Please insert Social Security or other
                            Identifying Number of Assignee


________________________________________________________________________________
                              Name and Address Should Be
                                Printed or Typewritten


________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
shares of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
                                                            ____________________
                                                                Attorney-in-fact
to transfer the said Stock on the books of the within named Corporation with
full power of substitution in the premises.


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Dated:  _____________________          ________________________________________
                                            Signature

                                       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.


Signature(s) Guaranteed


  By     ___________________________________________


This certificate also evidences and entitles the holder thereof to certain 
rights as set forth in a Rights Agreement between Dura Pharmaceuticals, Inc. 
and ChaseMellon Shareholder Services, L.L.C., dated as of May 21, 1998 (the 
"Rights Agreement"), the terms of which are hereby incorporated herein by 
reference and a copy of which is on file at the principal executive offices 
of Dura Pharmaceuticals, Inc. 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. Dura Pharmaceuticals, 
Inc. will mail to the holder of this certificate a copy of the Rights 
Agreement without charge 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 Acquiring 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.