EXHIBIT 3.6.2
                     See Restrictive Legend on Reverse Side
                            SERIES C PREFERRED STOCK
                                 $.001 PAR VALUE

                             CERTIFICATE FOR SHARES

                            U.S. WIRELESS CORPORATION
                            (A Delaware Corporation)

Number: PC____                                              Shares: ***______***

     WHEREAS, U.S. Wireless Corporation (the "Company"),  is authorized to issue
an aggregate of One million  (1,000,000)  shares of Preferred  Stock,  par value
$.01 per  share,  which  may be  issued  in  classes  or in  series,  and  whose
respective  rights,  designations and preferences may be designated from time to
time by a Certificate of Designation by the Board of Directors of U.S.  Wireless
Corporation; and

     WHEREAS,   the  Board  of  Directors  of  U.S.  Wireless  Corporation  have
designated  150,000 shares of Preferred Stock as the "Series C Preferred Stock,"
pursuant to a  Certificate  of  Designation  of the Series C Preferred  Stock as
filed by the Company  which the Office of the Secretary of the State of Delaware
on May 17, 2000,  setting forth the rights,  preferences and limitations of such
Series C Preferred Stock.

     WHEREAS,  ___________________  has  subscribed  to purchase  ______________
(_______)  of the Series C Preferred  Stock for an aggregate  purchase  price of
$-----------.

     NOW, THEREFORE,  this certificate certifies  that_____________________,  is
the  owner  of  ____________________________  (_______)  of the  fully  paid and
non-assessable  shares of Series C Preferred Stock of U.S. Wireless Corporation,
transferable  on the books of the  Corporation  in person  or by  attorney  upon
surrender of this  certificate  duly endorsed or assigned.  This certificate and
the shares  represented hereby are subject to the laws of the State of Delaware,
and to the Certificate of Incorporation  and By-laws of the Corporation,  as now
or hereafter amended.  This certificate is not valid until  countersigned by the
officers of the Corporation.

     IN WITNESS WHEREOF,  the said Corporation has caused this Certificate to be
signed by its duly  authorized  officers and its  Corporate  Seal to be hereunto
affixed this __st day of ____, 200_.

         -------------------------          ------------------------------
          David Klarman                        Dr. Oliver Hilsenrath
          Secretary                            Chief Executive Officer

                            U.S. WIRELESS CORPORATION
                                      1993
                                    Delaware


<PAGE>
             The following  abbreviation,  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:
<TABLE>
<CAPTION>

<S>                                                  <C>
TEN COM-          as tenants in common               UNIF GIFT ACT - Custodian.........
TEN ENT-          as tenants by the entireties                (Cust.)      (Minor)
JT TEN-           as joint tenants with right of               under Uniform Gifts to Minors
                  survivorship and not as tenants              Act......................................
                  in common                                             (State)
</TABLE>

                        Additional  abbreviation  may also be used though not in
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 postal zip code of assignee

Shares of the  stock  represented  by the  attached  Certificate,  and do hereby
irrevocably constitute and appoint  __________________  Attorney to transfer the
said  Limited  Partnership  Interests on the books of the  within-named  Limited
Partnership with full power of substitution in the premises.

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.

Dated:
       ----------------------------


                                                                       SIGNATURE

                                                            SIGNATURE GUARANTEED

                               ELECTION TO CONVERT

     The undersigned  hereby irrevocably elects to exercise the right to convert
shares of Series C Preferred  Stock into shares of Common  Stock,  and  herewith
tenders said shares of Series C Preferred  Stock in accordance  with the issuers
Certificate of Incorporation.  The undersigned  requests that a certificates for
such  securities  be  registered  in the  name  and  address  of and  that  such
Certificate be delivered to whose address is .

Dated:


            Signature (Signature must conform in all respects to name of holder)

                            ***Restrictive Legend***

THE SHARES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES  ACT OF 1933,  AND HAVE BEEN ACQUIRED FOR  INVESTMENT  AND NOT WITH A
VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION  THEREOF.  NO SUCH SALE
OR  DISTRIBUTION  MAY BE EFFECTED  WITHOUT AN EFFECTIVE  REGISTRATION  STATEMENT
RELATED  THERETO OR AN OPINION OF COUNSEL IN A FORM  SATISFACTORY TO THE COMPANY
THAT SUCH  REGISTRATION  IS NOT REQUIRED  UNDER THE  SECURITIES  ACT OF 1933, AS
AMENDED.