Exhibit 4-2(b)

                 [Form of Series W Preferred Stock Certificate]

                     TRANSFER RESTRICTED - SEE REVERSE SIDE

                                                                   NUMBER SHARES
  W-___                                                                  **___**

            FIXED RATE CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES W

                            GrandSouth Bancorporation

                   ORGANIZED UNDER THE LAWS OF SOUTH CAROLINA

         This certifies that ____________________________________________ is the
owner of ***__________________*** shares of the Fixed Rate Cumulative  Perpetual
Preferred  Stock,  Series W, no Par Value, of GrandSouth  Bancorporation,  fully
paid and nonassessable  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 indorsed.

         A full statement of the  designations,  preferences,  limitations,  and
relative rights of the shares of each class of stock  authorized to be issued by
the  Corporation,  and the  variations  in the relative  rights and  preferences
between the shares of each series of preferred  stock which the  Corporation  is
authorized to issue, so far as the same have been fixed and determined,  and the
authority,  if any, of the Corporation's board of directors to fix and determine
the relative  rights and  preferences of other series of preferred  stock is set
forth in the Articles of Incorporation of the Corporation, as amended. Copies of
such Articles of Incorporation  may be obtained by any shareholder upon request,
without charge, from the office of the Corporation.

         In witness whereof, the said Corporation has caused this Certificate to
be signed by its duly authorized  officers and its facsimile seal to be hereunto
affixed.

Dated:   _________________

                                     [SEAL]
---------------------------                           --------------------------
         Secretary                                            President

<PAGE>

                            [Reverse of Certificate]

                            GRANDSOUTH BANCORPORATION
            Fixed Rate Cumulative Perpetual Preferred Stock, Series W


THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE NOT SAVINGS ACCOUNTS, DEPOSITS
OR  OTHER  OBLIGATIONS  OF A BANK AND ARE NOT  INSURED  BY THE  FEDERAL  DEPOSIT
INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.

THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES  ACT OF 1933, AS AMENDED (THE  "SECURITIES  ACT"),  OR THE SECURITIES
LAWS OF ANY STATE AND MAY NOT BE  TRANSFERRED,  SOLD OR  OTHERWISE  DISPOSED  OF
EXCEPT WHILE A REGISTRATION  STATEMENT  RELATING THERETO IS IN EFFECT UNDER SUCH
ACT AND  APPLICABLE  STATE  SECURITIES  LAWS OR  PURSUANT TO AN  EXEMPTION  FROM
REGISTRATION UNDER SUCH ACT OR SUCH LAWS.

EACH PURCHASER OF THE SECURITIES REPRESENTED BY THIS INSTRUMENT IS NOTIFIED THAT
THE SELLER MAY BE RELYING ON THE EXEMPTION  FROM SECTION 5 OF THE SECURITIES ACT
PROVIDED BY RULE 144A THEREUNDER.  ANY TRANSFEREE OF THE SECURITIES  REPRESENTED
BY  THIS  INSTRUMENT  BY ITS  ACCEPTANCE  HEREOF  (1)  REPRESENTS  THAT  IT IS A
"QUALIFIED  INSTITUTIONAL  BUYER" (AS DEFINED IN RULE 144A UNDER THE  SECURITIES
ACT),  (2)  AGREES  THAT IT WILL  NOT  OFFER,  SELL OR  OTHERWISE  TRANSFER  THE
SECURITIES  REPRESENTED BY THIS INSTRUMENT EXCEPT (A) PURSUANT TO A REGISTRATION
STATEMENT  WHICH IS THEN EFFECTIVE  UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THE SECURITIES  REPRESENTED BY THIS  INSTRUMENT ARE ELIGIBLE FOR RESALE PURSUANT
TO RULE 144A, TO A PERSON IT REASONABLY  BELIEVES IS A "QUALIFIED  INSTITUTIONAL
BUYER" AS DEFINED IN RULE 144A UNDER THE  SECURITIES  ACT THAT PURCHASES FOR ITS
OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE
IS GIVEN THAT THE  TRANSFER IS BEING MADE IN  RELIANCE ON RULE 144A,  (C) TO THE
ISSUER OR (D) PURSUANT TO ANY OTHER  AVAILABLE  EXEMPTION FROM THE  REGISTRATION
REQUIREMENTS  OF THE  SECURITIES  ACT AND (3)  AGREES  THAT IT WILL GIVE TO EACH
PERSON TO WHOM THE SECURITIES  REPRESENTED BY THIS  INSTRUMENT ARE TRANSFERRED A
NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

THIS  INSTRUMENT  IS ISSUED  SUBJECT TO THE  RESTRICTIONS  ON TRANSFER AND OTHER
PROVISIONS  OF A  SECURITIES  PURCHASE  AGREEMENT  BETWEEN  THE  ISSUER OF THESE
SECURITIES AND THE INVESTOR REFERRED TO THEREIN, A COPY OF WHICH IS ON FILE WITH
THE ISSUER.  THE SECURITIES  REPRESENTED  BY THIS  INSTRUMENT MAY NOT BE SOLD OR
OTHERWISE  TRANSFERRED  EXCEPT IN COMPLIANCE  WITH SAID  AGREEMENT.  ANY SALE OR
OTHER TRANSFER NOT IN COMPLIANCE WITH SAID AGREEMENT WILL BE VOID.

NOTICE. THE SIGNATURE ON THE ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN
UPON THE FACE OF THIS CERTIFICATE IN EVERY  PARTICULAR.  IF SIGNED BY AN OFFICER
OR AGENT, THE AUTHORITY OF THE SIGNER MUST BE SHOWN.

         FOR VALUE RECEIVED, ___________ hereby sell, assign and transfer  unto

         -----------------------------------------------------------------------
         (Please print or typewrite name and address of Assignee)

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

         ---------------------------------------------
         (Social security or other taxpayer identifying number of assignee)

the shares  represented  by the within  Certificate,  and do hereby  irrevocably
constitute   and  appoint   Attorney   to  transfer   the  said  Shares  on  the
_______________________________  books of the within named Corporation with full
power of substitution in the premises.

         Dated               , 20    .        X
               --------------    ----          ---------------------------------


                                                                UST Seq. No. 327