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                                                                     EXHIBIT 4.2

NUMBER                                                                    SHARES

CLASS B-1 COMMON STOCK

                                     [Logo]
                         WATSON WYATT & COMPANY HOLDINGS

              INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

THIS CERTIFICATE IS TRANSFERABLE             SEE REVERSE FOR CERTAIN DEFINITIONS
IN NEW YORK, N.Y. AND                              AND STOCKHOLDER RIGHTS LEGEND
CHARLOTTE, N.C.


                                  CUSIP 942712

This Certifies That


is the record holder of

     FULLY PAID AND  NONASSESSABLE  SHARES OF CLASS B-1 COMMON  STOCK,  $.01 PAR
VALUE PER SHARE, OF

                         WATSON WYATT & COMPANY HOLDINGS

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
or accompanied by a properly signed power of attorney to transfer the same. This
certificate  is  not  valid  until  countersigned  by  the  Transfer  Agent  and
registered by the Registrar.

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

DATED:

      /s/ Walter W. Bardenwerper           [SEAL]              /s/ John J. Haley
              SECRETARY                                      PRESIDENT AND CHIEF
                                                             EXECUTIVE OFFICER

COUNTERSIGNED AND REGISTERED:
FIRST UNION

              TRANSFER AGENT AND REGISTRAR

BY
                    AUTHORIZED SIGNATURE



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                         WATSON WYATT & COMPANY HOLDINGS

Shares of Class B-1 Common Stock may not be  transferred  (which term  includes,
without limitation,  buying a put option, selling a call option or entering into
any other  hedging or  insurance  transaction  relating to the  shares),  except
pursuant  to a transfer  that  meets the  qualifications  set forth in  Sections
4.2(c) of the Certificate of  Incorporation of this  Corporation,  and no person
who receives the shares of Class B-1 Common Stock in connection  with a transfer
that does not meet the qualifications  prescribed by such section is entitled to
own or to be  registered  as the record holder of the shares of Class B-1 Common
Stock.

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  and the
qualifications,  limitations or restrictions of such preferences  and/or rights.
Any such request  should be addressed to the Secretary of Watson Wyatt & Company
Holdings.

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

Minors 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

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


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_________________________________________________________________________ Shares
of the  common  stock  represented  by the  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 _________________

                                         X______________________________________

                                         X______________________________________


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

Signature(s) Guaranteed:

By_________________________________________


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.