EXHIBIT 4.3

                                    EXHIBIT A



                           FORM OF WARRANT CERTIFICATE


<PAGE>


                      [FORM OF FACE OF WARRANT CERTIFICATE]

CUSIP No.
          ---------

Warrant No.                                     Number of Warrant(s):____
            --------

Exercisable During the Period that Commences at 9:00 a.m., New York City time,
on _______________, 1999 and Terminates at 5:00 p.m., New York City time, on
__________, ______________________ except as provided below.

Void after 5:00 p.m., New York City time, on ____________ ___, _____________.

                               WARRANT TO PURCHASE

                     COMMON STOCK, PAR VALUE $.01 PER SHARE,

                                       OF

                     GOLDEN BOOKS FAMILY ENTERTAINMENT, INC.

          This certifies that ___________________, or registered assigns, is the
registered owner of the number of warrants set forth above (the "Warrants"),
each of which represents the right, at any time after ____________________ (the
"Original Issue Date") and on or before 5:00 p.m., New York City time, on
_______________ (the "Exercise Period"), to purchase from Golden Books Family
Entertainment, Inc., a Delaware corporation (the "Company"), at the price per
share of $46.05 (the "Exercise Price"), one share of Common Stock, $0.01 par
value, of the Company as such stock was constituted as of the Original Issue
Date, subject to adjustment as provided in the Warrant Agreement hereinafter
referred to, upon surrender hereof, with the subscription form on the reverse
hereof duly executed, by hand or by mail, to [INSERT NAME AND ADDRESS OF WARRANT
AGENT], or to any successor thereto, as the warrant agent under the Warrant
Agreement, at the office of such successor maintained for such purpose (any such
warrant agent being herein called the "Warrant Agent") (or, if such exercise
shall be in connection with an underwritten public offering of shares of such
Common Stock (or Other Securities) (as such term and other capitalized terms
used herein are defined in the Warrant Agreement) subject to the Warrant
Agreement, at the location at which the Company shall have agreed to deliver
such securities), and simultaneous payment in full (by certified or official
bank or bank cashier's check payable to the order of the Company, or by wire
transfer of immediately available funds to an account designated by the Warrant
Agent for the benefit of the Company) of the Exercise Price in respect of each
Warrant represented by this Warrant Certificate that is so exercised, all
subject to the terms and conditions hereof and of the Warrant Agreement.

          Upon any partial exercise of the Warrants represented by this Warrant
Certificate, there shall be issued to the holder hereof a new Warrant
Certificate representing the Warrants that were not exercised.


<PAGE>


          No fractional shares may be issued upon the exercise of rights to
purchase hereunder, and as to any fractional share otherwise issuable, the
Company will make a cash payment in lieu of such issuance, as provided in the
Warrant Agreement.

          This Warrant Certificate is issued under and in accordance with a
Warrant Agreement, dated as of ___________________,1999 (the "Warrant
Agreement"), between the Company and [_____________________________], as Warrant
Agent, and is subject to the terms and provisions contained therein. The Warrant
Agreement is hereby incorporated by reference in and made a part of this
instrument and is hereby referred to for a description of the rights, limitation
of rights, obligations, duties and immunities thereunder of the Warrant Agent,
the Company and the registered holders of the Warrants. The holder of this
Warrant Certificate consents to all terms and provisions of the Warrant
Agreement by acceptance hereof. Copies of the Warrant Agreement are on file at
the above-mentioned office of the Warrant Agent and may be obtained by writing
to the Warrant Agent.

          REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS WARRANT SET
FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES
HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.

This Warrant Certificate shall not be valid unless countersigned by the Warrant
Agent.

Dated:                   , 1999
       -----------------

GOLDEN BOOKS FAMILY ENTERTAINMENT, INC.

By:
   -------------------------------
   Name:
   Title:

Countersigned:

THE BANK OF NEW YORK,
   as Warrant Agent

By:
   -------------------------------
   Name:
   Title:


<PAGE>


                    [FORM OF REVERSE OF WARRANT CERTIFICATE]

                     GOLDEN BOOKS FAMILY ENTERTAINMENT, INC.

          The transfer of this Warrant Certificate and all rights hereunder is
registrable by the registered holder hereof, in whole or in part, on the
register of the Company upon surrender of this Warrant Certificate at the office
or agency of the Company or the office of the Warrant Agent maintained for such
purpose at The Bank of New York, 101 Barclay Street, New York, New York, 10286,
attention: ________________, duly endorsed or accompanied by a written
instrument of transfer duly executed and in form satisfactory to the Company and
the Warrant Agent, by the registered holder hereof or his attorney duly
authorized in writing and upon payment of any necessary transfer tax or other
governmental charge imposed upon such transfer or registration thereof. Upon any
partial transfer the Company will cause to be delivered to such holder a new
Warrant Certificate or Certificates with respect to any portion not so
transferred.

          This Warrant Certificate may be exchanged at the office or agency of
the Company or the office of the Warrant Agent maintained for such purpose at
The Bank of New York, 101 Barclay Street, New York, New York 10286, attention:
_________________ for Warrant Certificates representing the same aggregate
number of Warrants, each new Warrant Certificate to represent such number of
Warrants as the holder hereof shall designate at the time of such exchange.

          Prior to the exercise of the Warrants represented hereby, the holder
of this Warrant Certificate, as such, shall not be entitled to any rights of a
stockholder of the Company, including, but not limited to, the right to vote, to
receive dividends or other distributions, to exercise any preemptive right or to
receive any notice of meetings of stockholders, and shall not be entitled to
receive notice of any proceedings of the Company except as provided in the
Warrant Agreement. Nothing contained herein shall be construed as imposing any
liabilities upon the holder of this Warrant Certificate to purchase any
securities or as a stockholder of the Company, whether such liabilities are
asserted by the Company or by creditors or stockholders of the Company or
otherwise.

          This Warrant Certificate shall be void and all rights represented
hereby shall cease unless exercised before the close of business on____________,
2002.

          This Warrant Certificate shall not be valid for any purpose until it
shall have been manually countersigned by an authorized signatory of the Warrant
Agent.

          Witness the facsimile seal of the Company and the signature of its
duly authorized officer.


<PAGE>


                                SUBSCRIPTION FORM

                 (To be executed only upon exercise of warrant)

TO GOLDEN BOOKS FAMILY ENTERTAINMENT, INC.

                        , as Warrant Agent
-----------------------

Attention:
          -------------------

          The undersigned (i) irrevocably exercises ______ Warrants represented
by the within Warrant Certificate, (ii) purchases ________ shares of common
stock, par value $.01 per share, of Golden Books Family Entertainment, Inc.
(before giving effect to the adjustments provided in the Warrant Agreement
referred to in the within Warrant Certificate) for each Warrant so exercised and
herewith makes payment in full of the purchase price of $___ per share, in
respect of each Warrant so exercised as provided in the Warrant Agreement (such
payment being by certified or official bank or bank cashier's check payable to
the order of Golden Books Family Entertainment, Inc., or by wire transfer of
immediately available funds to an account designated by the Warrant Agent for
the benefit of Golden Books Family Entertainment, Inc.), all on the terms and
conditions specified in the within Warrant Certificate and the Warrant
Agreement, (iii) surrenders this Warrant Certificate and all right, title and
interest therein to Golden Books Family Entertainment, Inc. and (iv) directs
that the securities or other property deliverable upon the exercise of such
Warrants be registered or placed in the name and at the address specified below
and delivered thereto.

Dated:                    ,
       --------------- ---  -------

-----------------------------------------------------------------------------
                                    (Owner)*


                                    -----------------------------------
                                    (Signature of Authorized Representative)


                                    -----------------------------------
                                    (Street Address)


                                    -----------------------------------
                                    (City) (State) (Zip Code)


<PAGE>


Securities or property to be
issued and delivered to:


                                    ----------------------------
                                    Signature Guaranteed**


Please insert social
security or other
identifying number


----------------------


Name
    ------------------------------------------------------------------------
Street Address
               -------------------------------------------------------------

City, State and Zip Code
                         ---------------------------------------------------








          *The signature must correspond with the name as written upon the face
of the within Warrant Certificate in every particular, without alteration or
enlargement or any change whatsoever.

          **The signature must be guaranteed by a securities transfer agents
medallion program ("stamp") participant or an institution receiving prior
approval from the Warrant Agent.


<PAGE>


                               FORM OF ASSIGNMENT

          FOR VALUE RECEIVED, the undersigned registered holder of the within
Warrant Certificate hereby sells, assigns and transfers unto the Assignee named
below all of the rights of the undersigned under the within Warrant Certificate,
with respect to the number of warrants set forth below:


          NAME OF               ADDRESS                NO. OF
          ASSIGNEE                                     WARRANTS




Please insert social
security or other
identifying number
of Assignee




and does hereby irrevocably constitute and appoint _____________attorney to make
such transfer on the books of Golden Books Family Entertainment, Inc. maintained
for the purpose, with full power of substitution in the premises.


Dated:                 ,
     -----------------  ----

                                             Name*


                                             Signature of Authorized
                                             Representative


                                             Signature Guaranteed**

          * The signature must correspond with the name as written upon the face
of the within Warrant Certificate in every particular, without alteration or
enlargement or any change whatsoever.

          ** The signature must be guaranteed by a securities transfer agents
medallion program ("stamp") participant or an institution receiving prior
approval from the Warrant Agent.