EXHIBIT 4.2


Form
of Right Certificate


Certificate
No. R-                                                                                                                                                                     
Rights


NOT EXERCISABLE AFTER AUGUST 13,
2016 OR EARLIER IF REDEMPTION OR EXCHANGE OCCURS.  THE RIGHTS ARE SUBJECT TO REDEMPTION AT $.01
PER RIGHT AND TO EXCHANGE ON THE TERMS SET FORTH IN THE AGREEMENT.


Right
Certificate


Haynes
International, Inc.


This certifies that
                                          ,
or registered assigns, is the registered owner of the number of Rights set
forth above, each of which entitles the owner thereof, subject to the terms,
provisions and conditions of the Agreement, dated as of August 13, 2006 (the “Agreement”),
between Haynes International, Inc., a Delaware corporation (the “Company”), and Wells
Fargo Bank, N.A. (the “Rights Agent”), to purchase from the Company at any time after
the Distribution Date (as such term is defined in the Agreement) and prior to
5:00 P.M., Minneapolis,
Minnesota time, on the earlier of (A)  August 13, 2016 or (B) the thirtieth (30th) day following the date of the 2007 Annual Meeting
of Stockholders of the Company if at such meeting the stockholders, by the
affirmative vote of a majority of the shares of capital stock of the Company
present, in person or by proxy, at such meeting and entitled to vote on such
matter, vote to terminate the Agreement,  at the principal office of the Rights Agent, or at
the office of its successor as Rights Agent, one one-thousandth of a fully paid
non-assessable share of Series A Junior Participating Preferred Stock, par
value $0.001 per share, of the Company (the “Preferred
Shares”), at a purchase price
of $135.00 per one one-thousandth of a Preferred Share (the “Purchase Price”),
upon presentation and surrender of this Right Certificate with the Form of
Election to Purchase duly executed.  The
number of Rights evidenced by this Right Certificate (and the number of one
one-thousandths of a Preferred Share which may be purchased upon exercise
hereof) set forth above, and the Purchase Price set forth above, are the number
and Purchase Price as of August 13, 2006, based on the Preferred Shares as
constituted at such date.  As provided in
the Agreement, the Purchase Price and the number of one one-thousandths of a
Preferred Share which may be purchased upon the exercise of the Rights
evidenced by this Right Certificate are subject to modification and adjustment
upon the happening of certain events.


This Right Certificate is subject
to all of the terms, provisions and conditions of the Agreement, which terms,
provisions and conditions are hereby incorporated herein by reference and made
a part hereof and to which Agreement reference is hereby made for a full
description of the rights, limitations of rights, obligations, duties and
immunities hereunder of the Rights Agent, the Company and the holders of the
Right Certificates.  Copies of the
Agreement are on file at the principal executive offices of the Company and the
offices of the Rights Agent.









 



This Right Certificate, with or
without other Right Certificates, upon surrender at the principal office of the
Rights Agent, may be exchanged for another Right Certificate or Right
Certificates of like tenor and date evidencing Rights entitling the holder to
purchase a like aggregate number of Preferred Shares as the Rights evidenced by
the Right Certificate or Right Certificates surrendered shall have entitled
such holder to purchase.  If this Right
Certificate shall be exercised in part, the holder shall be entitled to receive
upon surrender hereof another Right Certificate or Right Certificates for the
number of whole Rights not exercised.


Subject to the provisions of the
Agreement, the Rights evidenced by this Right Certificate (i) may be redeemed
by the Company at a redemption price of $.01 per Right or (ii) may be exchanged
in whole or in part for Preferred Shares or shares of the Company’s Common
Stock, par value $0.001 per share.  No
fractional Preferred Shares will be issued upon the exercise of any Right or
Rights evidenced hereby (other than fractions which are integral multiples of
one one-thousandth of a Preferred Share, which may, at the election of the
Company, be evidenced by depositary receipts), but, in lieu thereof, a cash
payment will be made, as provided in the Agreement.


No holder of this Right
Certificate shall be entitled to vote or receive dividends or be deemed for any
purpose the holder of the Preferred Shares or of any other securities of the
Company which may at any time be issuable on the exercise hereof, nor shall
anything contained in the Agreement or herein be construed to confer upon the
holder hereof, as such, any of the rights of a stockholder of the Company or
any right to vote for the election of directors or upon any matter submitted to
stockholders at any meeting thereof, or to give or withhold consent to any
corporate action, or to receive notice of meetings or other actions affecting
stockholders (except as provided in the Agreement), or to receive dividends or
subscription rights, or otherwise, until the Right or Rights evidenced by this
Right Certificate shall have been exercised as provided in the Agreement.


This Right Certificate shall not
be valid or obligatory for any purpose until it shall have been countersigned
by the Rights Agent.


WITNESS the facsimile signature of the proper officers of
the Company and its corporate seal. 
Dated as
of         ,         .


	
  ATTEST:

  	
   

  	
   

  	
  HAYNES INTERNATIONAL, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  
							



 









 



 


 


	
  Countersigned:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WELLS
  FARGO BANK, N.A.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
   

  



 









 



[Form of Reverse Side of Right Certificate]


FORM OF ASSIGNMENT


(To
be executed by the registered holder if such

holder desires to transfer the Right Certificate.)


FOR VALUE RECEIVED                                                                        
hereby sells, assigns and transfers unto 

                                                                                                                                                                                                         


 


(Please print name and address of
transferee)


this
Right Certificate, together with all right, title and interest therein, and
does hereby irrevocably constitute and appoint                                    
Attorney, to transfer the within Right Certificate on the books of the
within-named Company, with full power of substitution.


	
  Dated:

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
  Signature

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
  Signature
  Medallion Guaranteed:

  	
   

  	 

	
   

  	
   

  	
   

  
						










 



CERTIFICATE


The undersigned hereby certifies
by checking the appropriate boxes that:


(1)           the Rights evidenced by this Rights Certificate [  ] are [ 
] are not being assigned and transferred by or on behalf of a Person who
is or was an Acquiring Person or an Affiliate or Associate of any such
Acquiring Person (as such terms are defined pursuant to the Rights Agreement);
and


(2)           after due inquiry and to the best knowledge of the
undersigned, it [  ] did   [  ]
did not acquire the Rights evidenced by this Rights Certificate from any Person
who is, was or became an Acquiring Person or an Affiliate or Associate of an
Acquiring Person.


	
  Dated:

  	
                                            

  	
   , 200     

  	
   

  
	
   

  	
  Signature

  
	
  Signature
  Medallion Guaranteed:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
					



 









 



FORM
OF ELECTION TO PURCHASE


(To
be executed if holder desires to exercise

Rights represented by the Right Certificate.)


To:          Haynes International, Inc.


The undersigned hereby irrevocably
elects to exercise          
Rights represented by this Right Certificate to purchase the Preferred Shares
issuable upon the exercise of such Rights and requests that certificates for
such Preferred Shares be issued in the name of:


Please
insert social security

or other identifying number


 


(Please print name and address)


If such number of Rights shall
not be all the Rights evidenced by this Right Certificate, a new Right
Certificate for the balance remaining of such Rights shall be registered in the
name of and delivered to:


Please
insert social security

or other identifying number


 


(Please print name
and address)


 


 


	
  Dated:

  	
                                            

  	
  , 200     

  	
   

  
	
   

  	
  Signature

  
	
  Signature
  Medallion Guaranteed:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
					



 









 



CERTIFICATE


The undersigned hereby certifies
by checking the appropriate boxes that:


(1)           the Rights evidenced by this Rights Certificate
[  ] are [  ] are not being exercised by or on behalf of a
Person who is or was an Acquiring Person or an Affiliate or Associate of any
such Acquiring Person (as such terms are defined pursuant to the Rights
Agreement); and


(2)           after due inquiry and to the best knowledge of the
undersigned, it [  ] did [  ] did not acquire the Rights
evidenced by this Rights Certificate from any Person who is, was or became an
Acquiring Person or an Affiliate or Associate of an Acquiring Person.


	
  Dated:

  	
                                            

  	
  , 200     

  	
   

  
	
   

  	
  Signature

  
	
  Signature
  Medallion Guaranteed:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
					



 


 









 



NOTICE


The signature in the Form of
Assignment and Certificate or Form of Election to Purchase and Certificate, as
the case may be, must conform to the name as written upon the face of this
Right Certificate in every particular, without alteration or enlargement or any
change whatsoever.


All Guarantees must be made by a
financial institution (such as a bank or broker) which is a participant in the
Securities Transfer Agents Medallion Program (“STAMP”), the New York Stock Exchange, Inc. Medallion
Signature Program (“MSP”), or the Stock Exchanges Medallion Program (“SEMP”) and must not
be dated.  Guarantees by a notary public
are not acceptable.


In the event the certification
set forth above in the Form of Assignment or the Form of Election to Purchase,
as the case may be, is not completed, the Company and the Rights Agent may deem
the beneficial owner of the Rights evidenced by this Right Certificate to be an
Acquiring Person or an Affiliate or Associate thereof (as defined in the
Agreement) and not honor such Assignment or Election to Purchase.