EXHIBIT 4.2


     NUMBER                                                        SHARES
F                                  [LOGO]



                         FTI CONSULTING, INC.                  CUSIP 302941 10 9
         Incorporated under the laws of the state of Maryland

                                             SEE REVERSE FOR CERTAIN DEFINITIONS


THIS CERTIFIES THAT






is the owner of

  FULLY-PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK, $.01 PAR VALUE, OF

                              FTI CONSULTING, INC.

transferable  on the books of the  Corporation by the holder hereof in person or
by  duly  authorized  attorney  upon  surrender  of  this  Certificate  properly
endorsed.  This  Certificate  and the shares  represented  hereby are issued and
shall be held subject to all the provisions of the Articles of Incorporation, as
amended, and the By-Laws of the Corporation, as amended, (copies of which are on
file at the office of the  Transfer  Agent),  to all of which the holder of this
Certificate  by acceptance  hereof ?????.  This  Certificate is not valid unless
countersigned and ??????? by the Transfer Agent and Registrar.
     WITNESS the facsimile seal of the Corporation and the fascimile  signatures
of its duly authorized officers.

Dated:

     /s/                      FTI CONSULTING, INC.           /s/
                                    CORPORATE
                                      SEAL
                                      1998
                                    MARYLAND
                                       *