EXHIBIT 4.1



    [Logo]   FULLNET COMMUNICATIONS, INC.                      CUSIP 359851 10 2


              INCORPORATED UNDER THE LAWS OF THE STATE OF OKLAHOMA

                                  COMMON STOCK


                                                         SEE REVERSE FOR
                                                       CERTAIN DEFINITIONS

NUMBER                                                       SHARES

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     This
     certifies
     that




     is the owner of

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FULLY PAID AND  NON-ASSESSABLE  SHARES OF COMMON  STOCK,  $.00001 PAR VALUE,  OF
FULLNET COMMUNICATIONS, INC.

     (HERINAFTER  CALLED THE  "Corporation"),  transferable  on the books of the
     Corporation by the holder hereof in person or by duly authorized  attorney,
     upon surrender of the Certificate  properly endorsed.  This certificate and
     the shares  represented  hereby are issued and shall be held subject to all
     provisions of the Certificate of Incorporation,  as amended, and the Bylaws
     of the  Corporation,  as amended (copies of which are on file at the office
     of the Transfer  Agent),  to all of which the holder of this Certificate by
     acceptance   hereof   assents.   This   Certificate  is  not  valid  unless
     countersigned  and registered by the Transfer  Agent and register.  Witness
     the facsimile seal of the Corporation  and the facsimile  signatures of its
     duly authorized officers.


DATE:


/s/ TIMOTHY J. KILKENNY        Countersigned:
PRESIDENT                                  SECURITIES TRANSFER CORPORATION
                            [SEAL]         P.O. BOX 701629
                                           Dallas, Tx. 75370
                                        By:
/s/ LAURA L. KILKENNY
SECRETARY                                  /s/
                                           TRANSFER AGENT - AUTHORIZED SIGNATURE


<PAGE>


                          FULLNET COMMUNICATIONS, INC.

                 TRANSFER FEE $15.00 PER NEW CERTIFICATE ISSUED

       A FULL STATEMENT OF THE RELATIVE RIGHTS, INTEREST, PREFERENCES AND
          RESTRICTIONS OF EACH CLASS OF STOCK WILL BE FURNISHED BY THE
      CORPORATION TO ANY SHAREHOLDER UPON WRITTEN REQUEST, WITHOUT CHARGE.

          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 of              under Uniform Gifts to
          survivorship and not as                     Minors 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.


[GRAPHIC OMITTED]                ...............................................

 ................................................................................
Please print or typewrite name and address including postal 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 stock on the books of the within-named Corporation
with all power of substitution in the premises.

     Dated...................

                                      Signature:

                                      X.........................................

                                      X.........................................

Signature Guarantee:

THE SIGNATURE(S) SHOULD BE MEDALLION STAMP GUARANTEED BY AN
ELIGIBLE GUARANTOR INSTITUTION PURSUANT TO S.E.C. RULE 17AD-15

signature(s) guaranteed by:

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.