<PAGE>
                                                                     EXHIBIT 4.2
Palm, Inc.

Upon request the Corporation will furnish any holder of shares of Common Stock
of the Corporation, without charge, with a full statement of the powers,
designations, preferences, and relative, participating, optional or other
special rights of any class or series of capital stock of the Corporation, 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 entireties
     JT TEN        as joint tenants with right of
               survivorship and not as tenants
               in common


          UNIF GIFT MIN ACT       ......................... Custodian
 .........................
                            (Cust)                                     (Minor)
                    under Uniform Gifts to Minors
                    Act
 ..............................................................
                                                 (State)

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 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

In presence of

X

X



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



By
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 SEC RULE
17Ad-15.

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COMMON SHARES

COMMON SHARES

Palm, Inc.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

THIS CERTIFICATE IS TRANSFERABLE
IN BOSTON, MA AND NEW YORK, NY


CUSIP 696642 10 7
SEE REVERSE FOR CERTAIN DEFINITIONS

This Certifies that

is the record holder of

FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK,  PAR VALUE $0.001 PER
SHARE, OF

Palm, Inc.

transferable only 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 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
and attested to by the manual or facsimile signatures of its duly authorized
officers, under a facsimile of its corporate seal to be affixed hereto.
Dated:


Countersigned and Registered:
EquiServe Trust COMPANY, N.A.
Transfer Agent
and Registrar
By:
Authorized SIGNATURE

SECRETARY

CHIEF EXECUTIVE OFFICER

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