Exhibit 4.1

    TEXT OF COMMON STOCK CERTIFICATE

	 	 
	NUMBER	SHARES 
	 |CG   |	|____|
	 


      CAPITAL GOLD CORPORATION

      INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA





	           COMMON STOCK
	 	 
	 	CUSIP No. 14018Y 10 6

    See reverse for certain definitions    
	 	 


	 
	THIS CERTIFIES that  ______________________________________________________________                

        is the owner of ____________________________________________________________________ 

            FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $.0001 PAR VALUE, OF

        CAPITAL GOLD CORPORATION

        (hereinafter called the “Corporation”) transferable on the books of the Corporation b the holder hereof in person or by duly authorized attorney upon surrender of this certificate properly endorsed. This certificate is not valid unless countersigned by the Transfer Agent and Registrar.

                        Witness the seal of the Corporation and the facsimile signatures of the duly authorized officers.

        
        Dated:




	 	 	 
	 	[CORPORATE SEAL]	 
	———————————————	 	———————————————
	Secretary 	 	President
	 	 	 
	Countersigned and Registered:

      AMERICAN STOCK TRANSFER & TRUST COMPANY

                                                                      (NEW YORK, N.Y.)

                                                      Transfer Agent and Registrar

    


	 	 
	By	___________________________
	 	Authorized Signature


	

        

    




	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 	                        under Uniform Gifts to Minor
	 	of survivorship and not as	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 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                                                  

    
	 


	 	X ________________________________
	 	

     X ________________________________

    




	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