<DOCUMENT>
<TYPE>EX-99.(D)(4)
<SEQUENCE>3
<FILENAME>dex99d4.txt
<DESCRIPTION>SPECIMEN STOCK CERTIFICATE
<TEXT>
<PAGE>

                                                                     EXHIBIT d.4



                                AUCTION PREFERRED
                    SHARE(S) OF BENEFICIAL INTEREST, SERIES A

                          PAR VALUE $0.00001 PER SHARE
                    $25,000 Liquidation Preference per Share

Number
------
  1


THIS CERTIFICATE IS TRANSFERABLE                               CUSIP 72200Y 20 1
IN BOSTON OR IN NEW YORK CITY                               SEE REVERSE SIDE FOR
                                                             CERTAIN DEFINITIONS


                     PIMCO NEW YORK MUNICIPAL INCOME FUND II
                                SHARE CERTIFICATE

     This certifies that Cede & Co. is the owner of                     (______)
                                                    -------------------
fully paid and non-assessable Auction Preferred Share(s) of Beneficial Interest,
Series A, Par Value $0.00001 Per Share, $25,000 Liquidation Preference Per
Share, of PIMCO New York Municipal Income Fund II, the said shares being issued,
received and held under and subject to the terms and provisions of the Agreement
and Declaration of Trust dated as of March 29, 2002, establishing PIMCO New York
Municipal Income Fund II, and all amendments and restatements thereto, copies of
which are on file with the Secretary of State of The Commonwealth of
Massachusetts, and to the terms and provisions of the Amended and Restated
Bylaws of PIMCO New York Municipal Income Fund II, copies of which are on file
with the Secretary of the Fund. The said owner by accepting this certificate
agrees to and is bound by all of the said terms and provisions. The shares
represented hereby are transferable in writing by the owner thereof in person or
by attorney upon surrender of this certificate to the Trustees properly endorsed
for transfer. This certificate is executed on behalf of the Trustees of the Fund
as Trustees and not individually and the obligations hereof are not binding upon
any of the Trustees, officers or shareholders of the Fund individually but are
binding only upon the assets and property of the Fund. This certificate is not
valid until countersigned and registered by the Transfer Agent and Registrar.

Witness the seal of the Fund and the signatures of its duly authorized officers.

Dated:
Countersigned and Registered:
   Deutsche Bank Trust Company Americas
   (New York, New York)
   Transfer Agent and Registrar

By:


--------------------------   ---------------------------   ---------------------
   Authorized Signature               Treasurer                  President

<PAGE>

*******************************************************************************

     Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to Issuer or its agent
for registration of transfer, exchange, or payment, and any certificate issued
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.

*******************************************************************************

EXPLANATION OF ABBREVIATIONS

     The following abbreviations when used in the form of ownership on the face
of this certificate shall be construed as though they were written out in full
according to applicable laws or regulations. Abbreviations in addition to those
appearing below, may be used.

<TABLE>
<CAPTION>
Abbreviation   Equivalent                                      Abbreviation             Equivalent
------------   ----------                                      ------------             ----------
<S>            <C>                                             <C>                      <C>
JT TEN         As joint tenants, with rights of survivorship   TEN IN COM               As tenants in common
               and not as tenants in common                    TEN BY ENT               As tenants by the entireties
                                                               UNIF TRANSFERS MIN ACT   Uniform Transfers to Minors Act
</TABLE>

<TABLE>
<CAPTION>
Abbreviation   Equivalent                                      Abbreviation             Equivalent
------------   ----------                                      ------------             ----------
<S>            <C>                                             <C>                      <C>
ADM            Administrator(s)                                FDN                      Foundation
               Administratrix                                  PL                       Public Law
AGMT           Agreement                                       TR                       (As) trustee(s) for, of
CUST           Custodian for                                   UA                       Under Agreement
EST            Estate, Of estate of                            UW                       Under will of, Of will of,
EX             Executor(s), Executrix                                                   Under last will & testament
FBO            For the benefit of
</TABLE>

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

                                  TRANSFER FORM

     For value received,                 hereby sell, assign and transfer unto:
                         ---------------
                              (I/We)

      PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

     ---------------   ---------------------------------------------------------
                       Please Print or Typewrite Name and Address (including
                       postal Zip Code of Assignee)

     ---------------------------------------------------------------------------

     ---------------------------------------------------------------------------

                                      shares represented by this Certificate,
     --------------------------------
and do hereby irrevocably constitute and appoint
                                                 -------------------------------
Attorney, to transfer such beneficial interest on the books of the Fund named
therein with full power of substitution in the premises.

Dated                  ,
      -----------------  -------


                                 Signature(s)
                                             -----------------------------------
Signature Guaranteed By                      (The signature of this assignment
                                             must correspond exactly with the
                                             name as written upon the face of
                                             this Certificate in every
                                             particular, without alteration or
                                             enlargement or any change
                                             whatsoever. If more than one owner,
                                             all must sign).


-----------------------------------
(Signature must be guaranteed by a
commercial bank or trust company or
member firm of any national stock
exchange.)

                                IMPORTANT NOTICE

     When you sign your name to the Transfer Form without filling in the name of
your "Assignee" this certificate becomes fully negotiable, similar to a check
endorsed in blank. Therefore, to safeguard a signed certificate, it is
recommended that you fill in the name of the new owner in the "Assignee" space.

     Alternatively, instead of using this Transfer Form, you may sign a separate
"stock power" form and then mail the unsigned certificate and the signed "stock
power" in separate envelopes. For added protection, use registered mail for a
certificate.

*******************************************************************************

     This certificate is issued subject to the provisions restricting transfers
of the Auction Preferred Shares of Beneficial Interest, Series A, contained in
the Amended and Restated Bylaws of PIMCO New York Municipal Income Fund II.

*******************************************************************************

<PAGE>

                                AUCTION PREFERRED
                    SHARE(S) OF BENEFICIAL INTEREST, SERIES B

                          PAR VALUE $0.00001 PER SHARE
                    $25,000 Liquidation Preference per Share

Number
------
  1


THIS CERTIFICATE IS TRANSFERABLE                               CUSIP 72200Y 30 0
IN BOSTON OR IN NEW YORK CITY                               SEE REVERSE SIDE FOR
                                                             CERTAIN DEFINITIONS


                     PIMCO NEW YORK MUNICIPAL INCOME FUND II
                                SHARE CERTIFICATE

     This certifies that Cede & Co. is the owner of                     (______)
                                                   --------------------
fully paid and non-assessable Auction Preferred Share(s) of Beneficial Interest,
Series B, Par Value $0.00001 Per Share, $25,000 Liquidation Preference Per
Share, of PIMCO New York Municipal Income Fund II, the said shares being issued,
received and held under and subject to the terms and provisions of the Agreement
and Declaration of Trust dated as of March 29, 2002, establishing PIMCO New York
Municipal Income Fund II, and all amendments and restatements thereto, copies of
which are on file with the Secretary of State of The Commonwealth of
Massachusetts, and to the terms and provisions of the Amended and Restated
Bylaws of PIMCO New York Municipal Income Fund II, copies of which are on file
with the Secretary of the Fund. The said owner by accepting this certificate
agrees to and is bound by all of the said terms and provisions. The shares
represented hereby are transferable in writing by the owner thereof in person or
by attorney upon surrender of this certificate to the Trustees properly endorsed
for transfer. This certificate is executed on behalf of the Trustees of the Fund
as Trustees and not individually and the obligations hereof are not binding upon
any of the Trustees, officers or shareholders of the Fund individually but are
binding only upon the assets and property of the Fund. This certificate is not
valid until countersigned and registered by the Transfer Agent and Registrar.

Witness the seal of the Fund and the signatures of its duly authorized officers.

Dated:
Countersigned and Registered:
   Deutsche Bank Trust Company Americas
   (New York, New York)
   Transfer Agent and Registrar

By:


--------------------------   ---------------------------   ---------------------
   Authorized Signature                President                 Treasurer

<PAGE>

********************************************************************************

     Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to Issuer or its agent
for registration of transfer, exchange, or payment, and any certificate issued
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.

********************************************************************************

EXPLANATION OF ABBREVIATIONS

     The following abbreviations when used in the form of ownership on the face
of this certificate shall be construed as though they were written out in full
according to applicable laws or regulations. Abbreviations in addition to those
appearing below, may be used.

<TABLE>
<CAPTION>
Abbreviation   Equivalent                                      Abbreviation             Equivalent
------------   ----------                                      ------------             ----------
<S>            <C>                                             <C>                      <C>
JT TEN         As joint tenants, with rights of survivorship   TEN IN COM               Astenants in common
               and not as tenants in common                    TEN BY ENT               As tenants by the entireties
                                                               UNIF TRANSFERS MIN ACT   Uniform Transfers to Minors Act
</TABLE>

<TABLE>
<CAPTION>
Abbreviation   Equivalent                                      Abbreviation             Equivalent
------------   ----------                                      ------------             ----------
<S>            <C>                                             <C>                      <C>
ADM            Administrator(s)                                FDN                      Foundation
               Administratrix                                  PL                       Public Law
AGMT           Agreement                                       TR                       (As) trustee(s) for, of
CUST           Custodian for                                   UA                       Under Agreement
EST            Estate, Of estate of                            UW                       Under will of, Of will of,
EX             Executor(s), Executrix                                                   Under last will & testament
FBO            For the benefit of
</TABLE>

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

                                  TRANSFER FORM

     For value received,                 hereby sell, assign and transfer unto:
                         ---------------
                             (I/We)
     PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

     ---------------   ---------------------------------------------------------
                       Please Print or Typewrite Name and Address (including
                       postal Zip Code of Assignee)

     ---------------------------------------------------------------------------

     ---------------------------------------------------------------------------

                                         shares represented by this Certificate,
     -----------------------------------
     and do hereby irrevocably constitute and appoint
                                                      --------------------------
Attorney, to transfer such beneficial interest on the books of the Fund named
therein with full power of substitution in the premises.

Dated
      -----------------, -------


                                Signature(s)
                                            ----------------------------------
Signature Guaranteed By                     (The signature of this assignment
                                            must correspond exactly with the
                                            name as written upon the face of
                                            this Certificate in every,
                                            particular without alteration or
                                            enlargement or any change
                                            whatsoever. If more than one owner,
                                            all must sign).


---------------------------------------
(Signature must be guaranteed by a
commercial bank or trust company or
member firm of any national stock
exchange.)
                                IMPORTANT NOTICE

     When you sign your name to the Transfer Form without filling in the name of
your "Assignee" this certificate becomes fully negotiable, similar to a check
endorsed in blank. Therefore, to safeguard a signed certificate, it is
recommended that you fill in the name of the new owner in the "Assignee" space.

     Alternatively, instead of using this Transfer Form, you may sign a separate
"stock power" form and then mail the unsigned certificate and the signed "stock
power" in separate envelopes. For added protection, use registered mail for a
certificate.
********************************************************************************

     This certificate is issued subject to the provisions restricting transfers
of the Auction Preferred Shares of Beneficial Interest, Series C, contained in
the Amended and Restated Bylaws of PIMCO New York Municipal Income Fund II.

********************************************************************************


</TEXT>
</DOCUMENT>
