Specimen Stock Certificate



 EXHIBIT 4.2 
  


	 COMMON SHARES
	 	palmOne	 	COMMON SHARES
	 [LOGO]
	 	palmOne, Inc.	 	[LOGO]
	 THIS CERTIFICATE IS TRANSFERABLE
 IN CANTON, MA, JERSEY CITY, NJ AND NEW YORK, NY
	 	 	 	CUSIP 69713P 10 7
	 	 	INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE	 	 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  
  
 palmOne, 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
REGISTRANT

		
	 	 	 
	 BY
	 	/s/ Stephen Cesso        
	 	 	AUTHORIZED SIGNATURE


  

	 /s/ Mary E. Doyle
	 	 	 	palmOne, Inc.	  	/s/ R. Todd Bradley
	SECRETARY	 	 	 	CORPORATE
SEAL	  	CHIEF EXECUTIVE OFFICER
	 	 	 	 	Dec. 17, 1999	  	 
	 	 	 	 	DELAWARE	  	 








 palmOne, 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	  	UNIF GIFT MIN ACT —	  	                        Custodian        
                
	 TEN ENT
	  	—	  	as tenants by the entireties	  	 	  	(Cust)	  	(Minor)
	 JT TEN
	  	—	  	as joint tenants with right of survivorship and not as tenants in common	  	 	  	under Uniform Gifts to 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 
  

	

	 
	


  
  

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

  

  
                                       
                                        
                                        
                                        
                                   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.

  
 THIS CERTIFICATE ALSO EVIDENCES AND
ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN PALMONE, INC. AND FLEET NATIONAL BANK, AS THE RIGHTS AGENT, DATED AS OF SEPTEMBER 25, 2000 (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY
INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF PALMONE, INC. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO
LONGER BE EVIDENCED BY THIS CERTIFICATE. PALMONE, INC. WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS
AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY
SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. 
  
 EQUISERVE TRUST COMPANY, N.A.
IS THE SUCCESSOR RIGHTS AGENT TO THE ABOVE-REFERENCED AGREEMENT.