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                                                                     EXHIBIT 4.2


                            FORM OF STOCK CERTIFICATE





                                    [LOGO]

COMMON STOCK                                                    COMMON STOCK
NUMBER                                                           SHARES


                             DORAL INTERNATIONAL, INC.

                           INCORPORATED UNDER THE LAWS
                             OF THE STATE OF DELAWARE

                                                           CUSIP 029654  30  8
                                                            SEE REVERSE FOR
                                                             CERTAIN DEFINITIONS


THIS IS TO CERTIFY THAT




is the owner of



         FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK $.01 PAR VALUE
OF DORAL INTERNATIONAL, 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 of the
provisions of the Articles of Incorporation of the Corporation and all
amendments thereof to all of which the holder by the acceptance hereof
assents. This certificate is not valid unless countersigned and registered by
the Transfer Agent and Registrar.

         WITNESS the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.

         Dated


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

                [SEAL OF DORAL INTERNATIONAL, INC. APPEARS HERE]

COUNTERSIGNED AND REGISTERED:

         BankBoston, N.A.
      (Boston, MA)
                                    Transfer Agent
                                    And Registrar

By: ___________________________

THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS
THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL, OR
OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF WHICH THE
CORPORATION IS AUTHORIZED TO ISSUE AND THE QUALIFICATIONS, LIMITATIONS OR
RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS OF EACH SUCH CLASS OF STOCK OR
SERIES THEREOF. ANY SUCH REQUEST SHOULD BE MADE TO THE SECRETARY OF THE
CORPORATION AT ITS PRINCIPAL PLACE OF BUSINESS OR TO THE TRANSFER AGENT AND
REGISTRAR.

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         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          UNIF GIFT MIN ACT --     Custodian
TEN ENT -- as tenants by the entireties                        --------------
JT TEN  -- as joint tenants with right of               (Cust)     (Minor)
              survivorship and not as tenants      under Uniform Gifts to Minors
              in common

                                                   Act__________________________
                                                                       (State)


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

      For Value Received, _______________ hereby sell, assign and transfer
unto

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

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

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

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------------------------------------------------------------------------ Shares
of the capital stock represented by within Certificate, and do 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 NAMES 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) SHOULD 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.




KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, MUTILATED OR
DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO
THE ISSUANCE OF A REPLACEMENT CERTIFICATE.