Exhibit 4.2

     

    [FORM OF
FACE OF SERIES A NON-VOTING CONVERTIBLE PREFERRED STOCK]  

    
      	 
      	 
      	 
      
	
              Certificate
      Number [______]

            	 
      	
              Number
      of Shares of Series A Non-Voting

            
	 
      	 
      	
              Convertible
      Preferred Stock [______]

            


    

    


    BIOFUEL
ENERGY CORP.

    Series A
Non-Voting Convertible Preferred Stock

    (par
value $0.01 per share)

       

    BIOFUEL ENERGY CORP., a Delaware
corporation (the “Corporation”), hereby
certifies that [______] (the “Holder”) is the registered
owner of [______] fully paid and non-assessable shares of the Corporation’s
designated Series A Non-Voting Convertible Preferred Stock, with a par value of
$0.01 per share and a liquidation preference of $[] per share (the “Series A Non-Voting Convertible
Preferred Stock”).  The shares of Series A Non-Voting
Convertible Preferred Stock are transferable on the books and records of the
Registrar, with the written consent of the Corporation, in person or by a duly
authorized attorney, upon surrender of this certificate duly endorsed and in
proper form for transfer.  The designations, rights, privileges,
restrictions, preferences and other terms and provisions of the Series A
Non-Voting Convertible Preferred Stock represented hereby are and shall in all
respects be subject to the provisions of the Certificate of Designations dated
[] as the same may be amended from time to time (the “Certificate of
Designations”).  Capitalized terms used herein but not defined
shall have the meaning given them in the Certificate of
Designations.  The Corporation will provide a copy of the Certificate
of Designations to the Holder without charge upon written request to the
Corporation at its principal place of business.

    


    Reference is hereby made to the
Certificate of Designations, which shall for all purposes have the same effect
as if set forth at this place.

    


    Upon receipt of this executed
certificate, the Holder is bound by the Certificate of Designations and is
entitled to the benefits thereunder.

    


    Unless the Registrar has properly
countersigned, these shares of Series A Non-Voting Convertible Preferred Stock
shall not be entitled to any benefit under the Certificate of Designations or be
valid or obligatory for any purpose.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    IN
WITNESS WHEREOF, this certificate has been executed on behalf of the Corporation
by an officer of the Corporation this [_______] of [_______]
[_______].

    


    
      
        	 
      	
                BIOFUEL
      ENERGY CORP.

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                  

              
	 
      	 
      	
                Name:

              
	 
      	 
      	
                Title:

              


      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    REGISTRAR’S
COUNTERSIGNATURE

         

    These are shares of Series A Non-Voting
Convertible Preferred Stock referred to in the within-mentioned Certificate of
Designations.

         

    Dated: [_______],
[_______]

    


    
      
        
          	
                  THE
      BANK OF NEW YORK MELLON,
as Registrar

                
	 
      
	
                  By:

                	
                    

                
	 
      	
                  Name:

                
	 
      	
                  Title:

                


        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    [FORM OF
REVERSE OF CERTIFICATE FOR SERIES A NON-VOTING CONVERTIBLE PREFERRED
STOCK]

    


    The shares of Series A Non-Voting
Convertible Preferred Stock shall be convertible in the manner and accordance
with the terms set forth in the Certificate of Designations.

    


    The Corporation shall furnish without
charge to each holder 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.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    ASSIGNMENT

    


    FOR VALUE RECEIVED, the undersigned
assigns and transfers the shares of Series A Non-Voting Convertible Preferred
Stock evidenced hereby to:

    


      

    (Insert
assignee’s social security or taxpayer identification number, if
any)

    


    


    (Insert
address and zip code of assignee)

    


    and
irrevocably appoints:

    


    as agent
to transfer the shares of Series A Non-Voting Convertible Preferred Stock
evidenced hereby on the books of the Transfer Agent. The agent may substitute
another to act for him or her.

    Date:

    


    Signature:

    (Sign
exactly as your name appears on the other side of this Certificate)

    
      	 
      	 
      	 
      
	
              Signature
Guarantee: 

            	 
      	
                

            


    

    


    (Signature
must be guaranteed by an “eligible guarantor institution” that is a bank,
stockbroker, savings and loan association or credit union meeting the
requirements of the Transfer Agent, which requirements include membership or
participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other
“signature guarantee program” as may be determined by the Transfer Agent in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.)