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                                                                     EXHIBIT 4.2


                                    PROVANT
   NUMBER                                                              SHARES

                                 PROVANT, INC.
COMMON STOCK                                                        COMMON STOCK

              INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
         THIS CERTIFICATE IS TRANSFERABLE IN BOSTON, MA OR NEW YORK, NY

This Certifies that                                  CUSIP 743724 10 6
                                             SEE REVERSE FOR CERTAIN DEFINITIONS


                                    SPECIMEN


is the owner of

   FULLY PAID AND NONASSESSABLE SHARE OF THE COMMON STOCK, PAR VALUE $.01 PER
                                    SHARE, OF

PROVANT, INC. (the "Corporation") transferable upon the books of the Corporation
in person or by duly authorized attorney upon surrender of this Certificate
properly endorsed or assigned. This Certificate and the shares represented
hereby are issued and held subject to the laws of the State of Delaware and to
the provisions of the Certificate of Incorporation and By-Laws of the
Corporation, each as now in effect or hereafter amended. This Certificate is not
valid unless countersigned and registered by the Transfer Agent and Registrar.

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed
by the facsimile signatures of its duly authorized officers and sealed with the
facsimile seal of the Corporation.

Dated:

 PROVANT, INC.
   CORPORATE
     SEAL
     1996
   DELAWARE

/s/ RAJIV BHATT                             /s/ Curtis M. Uehlein
CHIEF FINANCIAL OFFICER AND TREASURER      CHIEF EXECUTIVE OFFICER AND PRESIDENT


COUNTERSIGNED AND REGISTERED:
          FLEET NATIONAL BANK
                                   TRANSFER AGENT
                                   AND REGISTRAR,
BY /s/ Timothy D. Ryan
                             AUTHORIZED SIGNATURE


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                                 PROVANT, INC.

     THE CORPORATION IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS AND SERIES OF
STOCK. THE CORPORATION WILL FURNISH TO THE HOLDER UPON WRITTEN REQUEST WITHOUT
CHARGE A STATEMENT OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE,
PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES
THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES
AND/OR RIGHTS.

     The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM  - as tenants in common
TEN ENT  - as tenants by the entirety
JT TEN   - as joint tenants with right of
           survivorship and not as tenants
           in common
COM PROP - as community property

UNIF GIFT MIN ACT - ___________ Custodian _____________
                      (Cust)                 (Minor)
                    under Uniform Gifts to Minors
                    Act _______________________________
                                  (State)

    Additional abbreviations may also be used though not in the above list.


                                   ASSIGNMENT

     For value received, _______________________________ hereby sell(s),
assign(s), and transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
    IDENTIFYING NUMBER OF ASSIGNEE
--------------------------------------

--------------------------------------__________________________________________

________________________________________________________________________________

________________________________________________________________________________
   (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF
                                    ASSIGNEE)

________________________________________________________________________________

_________________________________________________________________________ shares
of the common stock represented by the within Certificate, and do(es) hereby
irrevocably constitute and appoint

_______________________________________________________________________ Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.

Dated, ______________________________     ______________________________________
                                          NOTICE: THE SIGNATURE TO THIS
                                          ASSIGNMENT MUST CORRESPOND WITH THE
                                          NAME AS WRITTEN UPON THE FACE OF THE
                                          CERTIFICATE IN EVERY PARTICULAR,
                                          WITHOUT ALTERATION OR ENLARGEMENT, OR
                                          ANY CHANGE WHATEVER.



SIGNATURE(S) GUARANTEED: _______________________________________________________
                         THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE
                         GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND
                         LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN
                         AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM),
                         PURSUANT TO S.E.C. RULE 17Ad-15.

This certificate also evidences and entitles the holder hereof to certain rights
as set forth in a Rights Agreement between the Company and Fleet National Bank,
dated as of July 18, 2000 (the "Rights Agreement"), the terms of which are
hereby incorporated herein by reference and a copy of which is on file at the
principal executive offices of the Company. 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
without charge 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. The Rights shall not be exercisable, and shall be void so
long as held by a holder in any jurisdiction where the requisite qualification
to the issuance to such holder, or the exercise by such holder, of the Rights in
such jurisdiction shall not have been obtained or be obtainable.