NUMBER                                                              SHARES

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


              INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

                                  COMMON STOCK
                                 PAR VALUE $1.00

                                    SYNALLOY
                                   CORPORATION
                                 See Reverse for
                               certain definitions
                                CUSIP 871565 10 7


This certifies that_____________________________________ is the owner of _______
________________________________________________  FULL-PAID  AND  NON-ASSESSABLE
SHARES  OF THE  PAR  VALUE  OF  $1.00  EACH  OF THE  COMMON  STOCK  OF  Synalloy
Corporation (hereinafter referred to as the "Corporation"),  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
is not valid until  countersigned  by the Transfer  Agent and  registered by the
Registrar.

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

Dated: ---------------

                                   [SEAL]
------------------------------            --------------------------------------
         SECRETARY                            PRESIDENT


        COUNTERSIGNED AND REGISTERED:  AMERICAN STOCK TRANSFER & TRUST COMPANY
                                                    (NEW YORK, NEW YORK)


                                        BY:_____________________________________
                                              TRANSFER AGENT AND REGISTRAR,
                                                   AUTHORIZED SIGNATURE


<PAGE>

                              SYNALLOY CORPORATION

         A FULL STATEMENT OF THE  DESIGNATIONS,  PREFERENCES,  LIMITATIONS,  AND
RELATIVE  RIGHTS OF EACH CLASS OF STOCK OF THE COMPANY  AUTHORIZED TO BE ISSUED,
AND THE VARIATIONS IN THE RELATIVE RIGHTS AND PREFERENCES  BETWEEN THE PREFERRED
SHARES AUTHORIZED TO BE ISSUED IN SERIES, SO FAR AS THE SAME HAVE BEEN FIXED AND
DETERMINED, AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO FIX AND DETERMINE THE
RELATIVE  RIGHTS AND  PREFERENCES  OF  SUBSEQUENT  SERIES MAY BE  OBTAINED  UPON
REQUEST AND WITHOUT  CHARGE FROM ANY TRANSFER AGENT OR FROM THE SECRETARY OF THE
COMPANY.

         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:

<TABLE>
<CAPTION>
<S>                                            <C>
   TEN COM  - as tenants in common             UNIF GIFT MIN ACT-
 ..............Custodian..............
   TEN ENT  - as tenants by the entireties                               (Cust)
(Minor)
   JT TEN   - as joint tenants with right of                             under
Uniform Gifts to Minors
              survivorship and not as tenants
Act..........................
              in common
(State)
</TABLE>

         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)

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

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

------------------------------------------------------------------------- shares
of the  capital  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 -----------

                                  ----------------------------------------------
                        NOTICE:   THE   SIGNATURE   TO  THIS   ASSIGNMENT   MUST
                                  CORRESPOND  WITH THE NAME AS WRITTEN  UPON THE
                                  FACE OF THIS 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.


         The  Rights   represented  by  this  Rights  Certificate  are  or  were
beneficially  owned by a Person  who was or  became  an  Acquiring  Person or an
Adverse Person or an Affiliate or Associate of an Acquiring Person or an Adverse
Person (as such terms are defined in the Rights  Agreement).  Accordingly,  this
Rights Certificate and the Rights represented hereby may become null and void in
the circumstances specified in Section 7(e) of such Agreement.