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."