NUMBER

Exhibit 4.1

UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND TWO WARRANTS
EACH TO PURCHASE ONE SHARE OF COMMON STOCK

THIS CERTIFIES THAT                                                                            is the owner of Units.

Each Unit (“Unit”) consists of one (1) share of common stock, par value $.0001 per share (“Common Stock”), of Shermen WSC Acquisition Corp., a Delaware corporation (the ”Company”), and two warrants (the “Warrants”).  Each Warrant entitles the holder to purchase one (1) share of Common Stock for $5.00 per share (subject to adjustment).  Each Warrant will become exercisable on the later of (i) the Company’s completion of a merger, capital stock exchange, asset acquisition, stock purchase or other similar business combination or (ii) [insert one year from the date of the prospectus], 2007 and will expire unless exercised before 5:00 p.m., New York City Time, on [insert four years from the date of the prospectus], 2010, or earlier upon redemption (the “Expiration Date”).  The Common Stock and Warrants comprising the Units represented by this certificate shall commence separate trading as promptly as practicable following the consummation of the Company’s initial public offering, but in no event later than 65 days following the consummation of the Company’s initial public offering.  The terms of the Warrants are governed by a Warrant Agreement, dated as of                , 2006 between the Company and Continental Stock Transfer & Trust Company, as Warrant Agent, and are subject to the terms and provisions contained therein, all of which terms and provisions the holder of this certificate consents to by acceptance hereof.  Copies of the Warrant Agreement are on file at the office of the Warrant Agent at 17 Battery Place, New York, New York  10004, and are available to any Warrant holder on written request and without cost.  This certificate is not valid unless countersigned by the Transfer Agent and Registrar of the Company.

Witness the facsimile seal of the Company and the facsimile signature of its duly authorized officers.

Shermen WSC Acquisition Corp.

The Company will furnish without charge to each stockholder who so requests, a statement of the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof of the Company 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:

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)

________ Units

represented by the within Certificate, and do hereby irrevocably constitute and appoint ________________________________________________ Attorney to transfer the said Units on the books of the within named Company with full power of substitution in the premises.

Dated ___________________

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Signature(s) Guaranteed:

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