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                                  EXHIBIT 4.2

FIRSTWORLD COMMUNICATIONS, INC.

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 as established, from time to time, by the Certificate of
Incorporation of the Corporation, as now or hereafter amended, and by any
certificate of determination, the number of shares constituting each class and
series, and the designations thereof, may be obtained by the holder hereof upon
written request and without charge to the Secretary of the Corporation at the
principal office of the Corporation. 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 Act
          in common                            ---------------------------------
                                                            (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, address and relationship of Assignee
                             and number of shares)

_________________________________________________________________________ shares
represented by the within Certificate and, if said number of shares shall not be
all the shares represented by the within Certificate, that a new Series B Common
Stock Certificate for the shares not transferred be registered in the name of
the undersigned, and is hereby irrevocably constituted and appointed as Attorney
to transfer such shares as aforesaid on the books of the 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.

        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.

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                        FIRSTWORLD COMMUNICATIONS, INC.
             INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
                                   SERIES B
                                 COMMON STOCK
                               CUSIP 337625 30 5

SEE REVERSE FOR CERTAIN DEFINITIONS AND A STATEMENT AS TO THE RIGHTS,
PREFERENCES, PRIVILEGES AND RESTRICTIONS ON TRANSFER THIS CERTIFIES
THAT

is the owner of

FULLY PAID AND NON-ASSESSABLE SHARES OF SERIES B COMMON STOCK, OF THE PAR VALUE
OF $.0001 PER SHARE, OF FIRSTWORLD COMMUNICATIONS, INC.

transferable on the books of the Corporation by the holder thereof, in person or
by duly authorized attorney upon surrender of this Certificate properly
endorsed. This Certificate and the shares represented hereby are issued under
and shall be held subject to all the provisions of the Certificate of
Incorporation of the Corporation and the By-laws as now or hereafter amended.
This Certificate is not valid unless countersigned by the Transfer Agent and
registered by the Registrar.

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

Dated:

                         COUNTERSIGNED AND REGISTERED:
                         NORWEST BANK MINNESOTA, N.A.


BY AUTHORIZED SIGNATURE

-----------------------
SECRETARY

-----------------------
PRESIDENT