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  **Exhibit
        4.2**
   CLASS
        A COMMON
        STOCK                                                                               CLASS
        A COMMON
        STOCK
  SEE
        REVERSE FOR CERTAIN DEFINITIONS
  Schiff®
 NUTRITION
 INTERNATIONAL,
        INC.
  INCORPORATED
        UNDER THE
        LAWS OF THE STATE OF DELAWARE
  FULLY
        PAID AND
        NON-ASSESSABLE SHARES OF CLASS A COMMON STOCK, $0.01 PAR VALUE PER SHARE,
        OF
  SCHIFF
        NUTRTION
        INTERNATIONAL, INC.
  (the
“Corporation”)
        transferable on the
        books of the Corporation in person or by duly authorized Attorneyupon
        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 said Corporation
        has     [CORPORATE]     caused this
        Certificate to be endorsed bythe facsimile signatures of its duly authorized
              
[SEAL]
            officers
        and to be sealed with the facsimile seal of the
        Corporation.                      [1996
        DELAWARE]
 Dated:
  [Signature]                                                                                                                                   [Signature]
 SECRETARY                                                                                                                             CHAIRMAN
    
  SCHIFF
        NUTRITION INTERNATIONAL,
        INC.
  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.  Such requests shall be made to the
        Corporation’s Secretary 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                                             
(Cust)                  
(Minor)
 JT
        TEN-                
as joint tenants
        with                           
under Uniform Gifts to Minors Act
 right
        of survivorship
        and                   
____________________________________
 not
        as tenants in
        common                                              
(State)
 UNIF
        TRF MIN ACT-_____Custodian
        (until age__)
 (Cust)
 __________under
        Uniform
        Transfers
 (Minor)
 to
        Minors Act
        _______________________
 (State)
 Additional
        abbreviations may also be used
        though not in the above list.
  FOR
        VALUE RECEIVED, _________hereby sell
        assign and transfer(s) 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
        Class A Common Stock represented by the
        within Certificate, and do(es) 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
        _______________________________________________________
 NOTICE:
        THE SIGNATURE 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 WHATSOEVER.
 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 S.E.C. RULE 17Ad-15.