EXHIBIT 4.1



                                  FORM OF STOCK CERTIFICATE


          Alloy Steel  International,  Inc.'s  stock  certificate  is printed on
white  paper with green  design.  It  contains  an emblem of an eagle  above the
Company's name. Immediately beneath the Company's name is printed the authorized
capital stock of the Company,  which is 50,000,000  shares of common stock,  par
value $0.01, and 3,000,000 shares of preferred stock, par value $0.01.

          The body of the stock certificate contains the following:

               This  certifies  that  ____________  is  the  owner  of
               ______________ fully paid and non-assessable  Shares of
               Capital   Stock   of  the   above   named   Corporation
               transferable  only on the books of the  Corporation  by
               the  holder  hereof  in  person  or by duly  authorized
               Attorney upon  surrender of this  Certificate  properly
               endorsed.