EXHIBIT 4.2
Form of Legend:
"This certificate also evidences and entitles the holder hereof to certain
Rights as set forth in the Rights Agreement between Steel of West
Virginia, Inc. (the "Company") and Continental Stock Transfer & Trust
Company (the "Rights Agent") dated as of March 19, 1997 (the "Rights
Agreement), the terms of which are hereby incorporated herein by reference
and a copy of which is on file at the principal office of the stock
transfer administration office of the Rights Agent. 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. The Company will mail to the holder of this certificate a
copy of the Rights Agreement, as in effect on the date of mailing, without
charge promptly after receipt of a written request therefor. Under certain
circumstances 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."
