The Commonwealth of Massachusetts


NUMBER                                                                  SHARES


                   H&Q Healthcare Investors (Par Value $0.01)


This Certifies that ______________________________ of _________________________
is the owner of ________________________________ Shares in H&Q Healthcare
Investors created by a Declaration of Trust dated ___________________________
and recorded with __________________________________ which shares are fully paid
and non-assessable, and subject to the provisions of this Trust, are
transferable by assignment endorsed thereon, and, the surrender of this
certificate.


IN WITNESS WHEREOF, the Trustees hereunto set their hands and have caused their
seal to be affixed hereto this

                _________________ day of _____________ A.D. 20___







                                   Certificate
                                       For
                            -------------------------
                                    Issued To
                            -------------------------
                                      Dated
                            -------------------------


For Value Received, ______________________________ hereby sell, assign and
transfer unto ______________________________________ Shares of the Capital
represented by the within Certificate, and do hereby irrevocably constitute and
appoint ____________________________ Attorney to transfer the said Shares on the
books of the within named Organization with full power of substitution in the
premises.

         Dated__________________________ 20____
                  In the presence of