Exhibit 4.2

                              [Stock Certificate]

                  SEE RESTRICTIONS ON TRANSFER ON REVERSE SIDE

Number 1                                                       Shares 10,119,614

                         CHADMOORE WIRELESS GROUP, INC.

This certifies that RECOVERY EQUITY INVESTORS II, L.P. is the registered holder 
of  *Ten Million One Hundred Nineteen Thousand six Hundred foureteen* Shares of
Series C Prefereed Stock of CHADMOORE WIRELESS GROUP, INC. transferrable only on
the books of the corporation by the holder hereof in person or by Attorney upon
surrender of this Certificate properly endorsed.

In Witness Whereof, the said Corporation has caused this Certificate to be 
signed by its duly authorized officers and its Corporate Seal to be hereunto 
affixed this 1st day of May A.D. 1998.

/s/Gilles S. Attia                                    /s/Robert W. Moore
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Gilles S. Attia                                       Robert W. Moore
Assistant Secretary                                   President and CEO


         THE  SECURITIES  REPRESENTED  BY THIS  CERTIFICATE  MAY NOT BE
         OFFERED  OR  SOLD  EXCEPT   PURSUANT   TO  (A)  AN   EFFECTIVE
         REGISTRATION  STATEMENT  UNDER THE  SECURITIES ACT OF 1933, AS
         AMENDED,  OR (B) AN  APPLICABLE  EXEMPTION  FROM  REGISTRATION
         THEREUNDER AND AN OPINION OF COUNSEL  REASONABLY  SATISFACTORY
         TO THE COMPANY THAT THE REGISTRATION IS NOT REQUIRED.

         THE RIGHTS AND  PREFERENCES OF THE SHARES  REPRESENTED BY THIS
         CERTIFICATE  ARE OUTLINED IN THE CERTIFICATE OF DESIGNATION OF
         THE SERIES C PREFERRED STOCK FILED WITH THE COLORADO SECRETARY
         OF STATE ON MAY 1, 1998. A COPY OF WHICH MAY BE OBTAINED UNDER
         WRITTEN REQUEST TO THE COMPANY AT NO CHARGE.





     For Value Received          hereby sell, assign and transfer
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     unto                                                     
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                                                           Shares
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     represented   by  the  within  Certificate,  and  do  hereby
     irrevocably constitute and appoint                   
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                                                         Attorney
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     to transfer the said Shares on the books of the within named
     Corporation with  full power of substitution in the premises.

     Dated
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     In presence of

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