THIS  WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT
BEEN  REGISTERED  UNDER  THE  SECURITIES  ACT  OF 1933, AS AMENDED, OR ANY STATE
SECURITIES  LAWS  AND  MAY  NOT  BE TRANSFERRED, SOLD OR OFFERED FOR SALE EXCEPT
PURSUANT  TO  AN  EFFECTIVE  REGISTRATION  STATEMENT  AS TO THIS WARRANT AND THE
SECURITIES  ISSUABLE  UPON  EXERCISE  OF  THIS  WARRANT  UNDER  SAID ACT AND ANY
APPLICABLE  STATE  SECURITIES  LAWS  OR  AN  OPINION  OF  COUNSEL  REASONABLY
SATISFACTORY  TO  THE  COMPANY  THAT  SUCH  REGISTRATION  IS  NOT  REQUIRED.
VOID  AFTER 5:00 P.M., NEW YORK TIME, ON DECEMBER 29, 2007, OR IF NOT A BUSINESS
DAY,  AS  DEFINED  HEREIN,  AT  5:00  P.M., NEW YORK TIME, ON THE NEXT FOLLOWING
BUSINESS  DAY.
                                                             WARRANT TO PURCHASE
                                                     _________ DEPOSITARY SHARES
                      WARRANT TO PURCHASE DEPOSITARY SHARES
                                       OF
                             ASCENT PEDIATRICS, INC.
                           __________________________
     This  certifies  that,  for  value  received,  FS Ascent Investments LLC, a
Delaware  limited liability company, or registered assigns ("Warrantholder"), is
entitled  to  purchase from Ascent Pediatrics, Inc., a Delaware corporation (the
"Company"),  subject  to  the  terms  set  forth below, at any time prior to the
Expiration  Date,  after  which  time  this  Warrant  shall  become  void,
_______________  Warrant Shares at the Warrant Price.  The Warrant Price and the
number  of  Warrant  Shares purchasable hereunder are subject to adjustment from
time  to  time  as  provided  herein.
 This  Warrant  is  one of  a series of warrants (the "Warrants") evidencing the
right  to purchase Depositary Shares of the Company issued pursuant to a certain
Fifth  Amendment  (the  "Fifth Amendment") dated as of December 29, 2000, to the
Series G Securities Purchase Agreement, dated as of May 13, 1998, by and between
the  Company and the persons named therein, as amended (such Securities Purchase
Agreement,  as  amended  on September 30, 1998, February 16, 1999, July 1, 1999,
October  15,  1999  and  by  the Fifth Amendment being referred to herein as the
"Purchase  Agreement"),  copies  of  which Purchase Agreement are on file at the
principal  office  of  the  Company,  and  the  holder  of this Warrant shall be
entitled  to  all  of  the  benefits  of  and  be bound by all of the applicable
obligations  of  the  Purchase  Agreement,  as  provided  therein.

                                    ARTICLE I
                                  DEFINED TERMS
                                  -------------
     Section  1.1.  Definition of Terms.  As used in this Warrant, the following
                    -------------------
capitalized  terms  shall  have  the  following  respective  meanings:
(a)     "Business  Day"  shall mean a day other than a Saturday, Sunday or other
day on which banks in the State of New York or the Commonwealth of Massachusetts
are  authorized  by  law  to  remain  closed.
(b)     "Convertible  Notes"  shall mean the 7.5% Convertible Subordinated Notes
due  July  1,  2004 issued pursuant to the Third Amendment, the 7.5% Convertible
Subordinated  Notes due July 1, 2004 issued pursuant to the Fourth Amendment and
the  8.0% Convertible Subordinated Notes issued on July 23, 1999 pursuant to the
Purchase  Agreement.
(c)     "Common Stock" shall mean the Common Stock, $.00004 par value per share,
of  the  Company.
(d)     "Closing  Price"  shall mean, with respect to any day, the last reported
sales  price  of  the  Depositary  Shares, regular way, or in case no sale takes
place  on  such day, the average of the reported closing bid and asked prices of
the  Depositary Shares, regular way, in either case as reported on the principal
national  securities  exchange  on  which  the  Depositary  Shares  is listed or
admitted  to  trading or, if the Depositary Shares are not listed or admitted to
trading  on  any  national  securities  exchange,  but  is  traded  in  the
over-the-counter  market,  the closing sale price of the Depositary Shares or in
case no sale is publicly reported, the average of the representative closing bid
and  asked  quotations  for the Depositary Shares on the Nasdaq National Market,
or,  if  bid  and  asked prices for such day shall not have been reported on The
Nasdaq  Stock Market, the average of the bid and asked prices for the Depositary
Shares  as  furnished by any New York Stock Exchange, Inc. member firm regularly
making  a  market  in the Depositary Shares and selected for such purpose by the
Board  of  Directors  of  the  Company.
(e)     "Depositary  Shares"  means  the depositary shares of the Company issued
pursuant  to the Depositary Agreement dated as of February 16, 1999 by and among
the  Company,  Alpharma  USPD  Inc.  and State Street Bank and Trust Company, as
amended  (the  "Depositary  Agreement"),  each Depositary Share representing one
share of Common Stock of the Company subject to a call option and represented by
a  depositary  receipt.
(f)     "Expiration Date" shall mean the earlier of (a) December 29, 2007, or if
such day is not a Business Day, the next succeeding day which is a Business Day.
(g)     "Fair  Market  Value"  with  respect  to the date of any exercise by the
Warrantholder  of all or a portion of this Warrant, shall mean the average daily
Closing  Price  of  the  Depositary  Shares,  as  applicable,  for  thirty  (30)
consecutive trading days commencing forty-five (45) days before the date of such
exercise  by  the  Warrantholder  of all or a portion of this Warrant, provided,
however,  that  where  no  public market exists for the Depositary Shares at the
time  of the exercise of all or a portion of this Warrant, the fair market value
per share shall be determined by the Company's Board of Directors in good faith.
(h)     "Fifth  Amendment"  shall mean the Fifth Amendment, dated as of December
29,  2000,  to  the  Purchase  Agreement.
(i)     "Fourth  Amendment" shall mean the Fourth Amendment, dated as of October
15,  1999,  to  the  Purchase  Agreement.
(j)     "Person"  shall  mean any individual, corporation, association, company,
business  trust,  partnership,  limited  liability  company,  joint  venture,
joint-stock  company,  trust,  unincorporated  organization,  association or any
other  entity  or  government  or  any  agency or political subdivision thereof.
(k)     "Purchase  Agreement"  shall  mean  that  certain  Securities  Purchase
Agreement,  dated  as  of  May 13, 1998, among the Company and the Persons named
therein,  as  amended.
(l)      "Related  Person"  of  any  Person  means  any other Person directly or
indirectly  owning  (A)  twenty  percent (20%) or more of the outstanding common
stock  of  such  Person  (or, in the case of a Person that is not a corporation,
twenty  percent  (20%)  or  more  of  the equity interest in such Person) or (B)
twenty  percent (20%) or more of the combined voting power of the voting capital
stock  of  such  Person.
(m)     "Securities  Act"  shall  mean  the  Securities Act of 1933, as amended.
(n)     "Third  Amendment"  shall  mean the Third Amendment, dated as of July 1,
1999,  to  the  Purchase  Agreement.
(o)     "Warrant  Price" shall mean five cents ($.05) per Warrant Share, as such
price  may  be  adjusted  from  time  to  time  pursuant  to Article III hereof.
(p)     "Warrant  Shares"  shall  mean  the  Depositary  Shares purchasable upon
exercise  of  this  Warrant.
                                   ARTICLE II
                        DURATION AND EXERCISE OF WARRANT
                        --------------------------------
     Section  2.1.  Exercise  of  Warrant.  The  Warrantholder may exercise this
                    ---------------------
Warrant,  in  whole or in part, by presentation and surrender of this Warrant at
the  address  of  the  Company  set forth in Section 4.6 hereof or at such other
address  as  the Company may designate by notice in writing to the Warrantholder
with  the Subscription Form annexed hereto duly executed, accompanied by payment
of  the  Warrant  Price for each Warrant Share purchased.  Upon receipt thereof,
the  Company  shall  cause  to  be issued certificates for the Warrant Shares so
purchased  in  such  denominations  as  are  requested  for  delivery  to  the
Warrantholder.  Such  certificates shall be delivered as promptly as practicable
to  the  Warrantholder.  Upon  any partial exercise of this Warrant, the Company
shall  execute  and deliver a new Warrant of like tenor and date for the balance
of  the  Warrant Shares purchasable hereunder.  Upon exercise, the Warrantholder
shall  be  deemed  to be the holder of record of Depositary Shares issuable upon
such  exercise,  notwithstanding  that  the  stock transfer books of the Company
shall  then  be  closed or that certificates representing such Depositary Shares
shall  not then be actually delivered to the Warrantholder.  If at the time this
Warrant  is  exercised,  a  registration  statement is not in effect to register
under  the  Securities  Act  the  Warrant  Shares issuable upon exercise of this
Warrant, the Company may require the Warrantholder to make such representations,
and  may  place such legends on certificates representing the Warrant Shares, as
may  be  reasonably  required  to permit the Warrant Shares to be issued without
such registration.  The Company shall pay any and all stock transfer and similar
taxes  which may be payable in respect of the issue of the Warrant or in respect
of the issue of any of the Warrant Shares, except the Company shall not pay such
transfer  taxes  if  the  Warrant  Shares  are issued to a Person other than the
Warrantholder.
Section  2.2.  Reservation  of  Shares.  The  Company  hereby agrees that at all
               -----------------------
times  there  shall  be reserved for issuance and delivery upon exercise of this
Warrant such number of Depositary Shares or other shares of capital stock of the
Company as may be from time to time issuable upon exercise of this Warrant.  All
such  shares shall be duly authorized, and when issued upon such exercise, shall
be  validly  issued,  fully paid and nonassessable, free and clear of all liens,
security  interests,  charges and other encumbrances or restrictions, other than
those  restrictions imposed by the Securities Act of 1933, and free and clear of
all  preemptive  and  similar  rights.
Section 2.3.  Fractional Shares.  The Company shall not be required to issue any
              -----------------
fraction  of a Depositary Share in connection with the exercise of this Warrant,
and in any case where the Warrantholder would, except for the provisions of this
Section  2.3,  be entitled under the terms of this Warrant to receive a fraction
of  a  share  upon  the  exercise  of  this Warrant, the Company shall, upon the
exercise  of this Warrant and receipt of the Warrant Price (as adjusted to cover
the  balance of the share), issue the largest number of whole shares purchasable
upon exercise of this Warrant, but in no event shall the Company issue more than
such  number  of  Depositary  Shares as are issuable pursuant to the exercise of
this  Warrant.  The  Company  shall  not  be  required to make any cash or other
adjustment  in  respect  of  such fraction of a share to which the Warrantholder
would  otherwise  be  entitled.
Section  2.4.  Payment  for  Warrant  Shares.
               -----------------------------
(a)     Payment  of  the  aggregate  Warrant  Price  for  Warrant  Shares  to be
purchased  upon  exercise  of  all or a portion of this Warrant shall be made in
full  by delivery to the Company, at its address set forth in Section 4.6 hereof
or  at  such  other address as the Company may designate by notice in writing to
the Warrantholder, of a certified or bank cashier's check or by wire transfer to
an  account  in  the  United  States  designated  by  the  Company.
(b)     Notwithstanding  any  provisions  herein  to  the  contrary, if the Fair
Market  Value  of one Depositary Share is greater than the Warrant Price (at the
date  of calculation as set forth below), in lieu of exercising this Warrant for
cash,  the  Warrantholder  may  elect  to  receive shares equal to the value (as
determined  below)  of this Warrant (or the portion thereof, which portion shall
be canceled) by surrender of this Warrant at the principal office of the Company
together  with the properly endorsed Subscription Form annexed hereto and notice
of  such  election in which event the Company shall issue to the Warrantholder a
number  of  Depositary  Shares  computed  using  the  following  formula:
X  =     Y(A-B)
         ------
A
     Where     X  =     the  number  of  Depositary  Shares  to be issued to the
Warrantholder
Y  =     the  number  of  Depositary Shares purchasable under the Warrant or, if
only  a  portion  of  the Warrant is being exercised, the portion of the Warrant
being  canceled  (at  the  date  of  such  calculation)
A  =     the  Fair  Market  Value  of  one Depositary Share (at the date of such
calculation)
B  =     Warrant  Price  (as  adjusted  to  the  date  of  such  calculation)

                                   ARTICLE III
                  ADJUSTMENT OF WARRANT PRICE OR WARRANT SHARES
                  ---------------------------------------------
     Section  3.1.  Adjustment  of  Warrant  Price.
                    ------------------------------
(a)     Except  as  hereinafter  provided, in case the Company shall at any time
after  the date hereof issue or sell any obligations or Depositary Shares, for a
consideration  per share less than the Warrant Price in effect immediately prior
to  the  issuance  or  sale  of such shares, or without consideration, then, and
thereafter  successively upon each issuance or sale, the Warrant Price in effect
immediately  prior to each such issuance or sale shall forthwith be reduced to a
price  determined  by  dividing  (i)  an amount equal to (X) the total number of
Depositary  Shares  outstanding  immediately  prior  to  such  issuance  or sale
multiplied  by the Warrant Price in effect immediately prior to such issuance or
sale,  plus  (Y)  the  consideration,  if any, received by the Company upon such
issuance  or  sale,  by  (ii)  the total number of Depositary Shares outstanding
immediately  after  such  issuance  or  sale.
For the purposes of any computation to be made in accordance with the provisions
of  this  paragraph  (a),  the  following  shall  be  applicable:
(i)     In case of the issuance or sale of Depositary Shares for a consideration
part  or  all  of  which  shall  be  cash,  the amount of the cash consideration
therefor  shall  be  deemed to be the amount of cash received by the Company for
such  shares  (or,  if  such  Depositary  Shares  are offered by the Company for
subscription,  the subscription price, or, if Depositary Shares shall be sold to
underwriters or dealers for public offering without a subscription offering, the
public  offering  price)  before  deducting  therefrom  any commissions or other
expenses  paid  or incurred by the Company for any underwriting of, or otherwise
in  connection  with  the  issuance  of  such  shares;
(ii)     In  case  of  the  issuance  or  sale  of  Depositary  Shares  for  a
consideration part or all of which shall be other than cash (otherwise than as a
dividend  or  other  distribution  on any Depositary Shares of the Company or on
conversion,  exercise  or  exchange  of  other securities of the Company or upon
acquisition  of  the  assets  or securities of another company or upon merger or
consolidation  with  another entity), the amount of consideration therefor other
than  cash  shall  be  the  value  of  such  consideration as of the date of the
issuance or sale of the Depositary Shares, irrespective of accounting treatment,
but  as  determined by the Board of Directors of the Company in good faith.  The
reclassification  of  securities  other  than  Depositary Shares into Depositary
Shares  shall  be  deemed to involve the issuance for a consideration other than
cash of such Depositary Shares immediately prior to the close of business on the
date  fixed  for  the determination of security holders entitled to receive such
Depositary  Shares;
(iii)     In  case  of  the  issuance  of  Depositary  Shares upon conversion or
exchange  of  any  obligations or of any securities of the Company that shall be
convertible  into  or exchangeable for Depositary Shares or upon the exercise of
rights  or options to subscribe for or to purchase Depositary Shares (other than
upon  exercise  of  this  Warrant),  the amount of consideration received by the
Company  for  such  Depositary  Shares  shall be deemed to be the sum of (A) the
amount  of  the consideration received by the Company upon the original issuance
of such obligations, shares, rights or options, as the case may be, plus (B) the
consideration,  if  any, other than such obligations, shares, rights or options,
received  by  the  Company upon such conversion, exchange, or exercise except in
adjustment  of interest and dividends.  The amount of the consideration received
by  the Company upon the original issuance of the obligations, shares, rights or
options  so  converted,  exchanged  or  exercised  and  the  amount  of  the
consideration,  if  any, other than such obligations, shares, rights or options,
received  by  the  Company  upon  such conversion, exchange or exercise shall be
determined  in the same manner provided in subparagraphs (i) and (ii) above with
respect  to the consideration received by the Company in case of the issuance of
Depositary  Shares;  if  such  obligations, shares, rights or options shall have
been  issued as a dividend upon any securities of the Company, the amount of the
consideration  received  by the Company upon the original issuance thereof shall
be  deemed  to be zero.  In case of the issuance of Warrant Shares upon exercise
of  this Warrant, the Company shall be deemed to have received the Warrant Price
then  in  effect  as  the  consideration  for  each  Depositary Share so issued;
(iv)     Depositary  Shares issuable by way of dividend or other distribution on
any  securities  of  the  Company  shall be deemed to have been issued and to be
outstanding  at  the  close  of  business  on  the  record  date  fixed  for the
determination  of  security  holders  entitled to receive such dividend or other
distribution  and  shall  be  deemed  to have been issued without consideration.
Depositary  Shares  issued otherwise than as a dividend, shall be deemed to have
been issued and to be outstanding at the close of business on the date of issue;
(v)     The  number  of  Depositary  Shares  at  any  time outstanding shall not
include  any shares then owned or held by or for the account of the Company, but
shall  include the aggregate number of shares deliverable in respect of options,
rights  and  exercisable,  convertible  and exchangeable securities at all times
while  such  options,  rights  or securities remain outstanding and unexercised,
unconverted  or  unexchanged,  as  the  case  may  be;  and
(vi)     No  adjustment  shall  be  made  to  the  Warrant  Price in effect upon
conversion  or  exchange  of  (i)  securities  convertible  or  exercisable  or
exchangeable for Depositary Shares or for other securities that are subsequently
exercisable  for  Depositary  Shares  that are outstanding as of the date of the
Fifth  Amendment,  or (ii) any obligations or any securities of the Company that
shall  be  convertible into or exercisable or exchangeable for Depositary Shares
or  upon  the  exercise  of  rights  or  options to subscribe for or to purchase
Depositary  Shares  for  which an adjustment in the Warrant Price has previously
been  made  in  accordance  with  paragraph  (b)  of  this  Section  3.1.
(vii)     In  the  event  that  any  payment  is made to the holders of warrants
issued  pursuant  to  the  Securities Purchase Agreement dated as of January 31,
1997  among  the  Company, Triumph Connecticut Limited Partnership and the other
purchasers  named therein pursuant to Section 8.3(b) (or successor provision) of
such  Securities  Purchase  Agreement  which  does  not result in a modification
pursuant  to  Section  3.4,  the  Company shall be deemed to have issued without
consideration  as  of the date of the event giving rise to such payment a number
of  Depositary Shares equal to the amount of such payment divided by the Closing
Price  on  the  date  of  such  event.
(b)     In  case  the  Company  shall  at  any  time after the date hereof issue
options  or  rights to subscribe for Depositary Shares, or issue any obligations
or  securities convertible into or exchangeable for Depositary Shares, otherwise
than  as  contemplated  by Section 3.1(a)(vi) or pursuant to Section 3.3 hereof,
for  a consideration per share less than the Warrant Price in effect immediately
prior  to  the issuance of such options or rights or convertible or exchangeable
securities,  or  without  consideration, the Warrant Price in effect immediately
prior  to  the issuance of such options or rights or securities shall be reduced
to  a price determined by making a computation in accordance with the provisions
of  paragraph  (a)  of  this  Section  3.1,  provided  that:
(i)     the aggregate maximum number of Depositary Shares deliverable under such
options  or  rights  shall be considered to have been delivered at the time such
options  or  rights  were  issued,  and for a consideration equal to the minimum
purchase price per Depositary Share provided for in such options or rights, plus
the  consideration  (determined  in the same manner as consideration received on
the  issue  or  sale  of Depositary Shares), if any, received by the Company for
such  options  or  rights;
(ii)     the  aggregate  maximum  number  of  Depositary Shares deliverable upon
conversion  of  or  exchange  for  any  such  obligations or securities shall be
considered  to  have  been delivered at the time of issuance of such securities,
and  for  a  consideration  equal  to  the consideration (determined in the same
manner  as  consideration  received  on  the issue or sale of Depositary Shares)
received  by the Company for such securities, plus the consideration, if any, to
be  received  by  the  Company  upon  the  exchange  or  conversion thereof; and
(iii)     on  the  expiration  of  such options or rights, or an increase in the
minimum  exercise  price  thereof,  or  a  decrease  in  the  maximum  number of
Depositary  Shares  deliverable  upon  exercise  or  conversion of such options,
rights  or  convertible or exchangeable securities pursuant to the terms thereof
(and  not  as  a  result  of exercise or conversion), or the termination of such
right  to  convert  or  exchange, the Warrant Price in effect shall forthwith be
readjusted  to  such Warrant Price as would have obtained (A) in the case of the
expiration  or  termination of options or rights or the termination of the right
to  convert  or  exchange  convertible  or  exchangeable  securities,  had  no
adjustments  been  made upon the issuance of such options, rights or convertible
or  exchangeable  securities,  or  (B) in the case of an increase in the minimum
exercise  price  thereof,  or  a  decrease  in  the  maximum  number  of  shares
deliverable  thereunder,  had  the  adjustments  made  upon the issuance of such
options,  rights  or  convertible  or exchangeable securities been made upon the
basis  of  the  delivery  of  only  the number of Depositary Shares (A) actually
deliverable  upon  the  exercise of such options or rights or upon conversion or
exchange  of  such  securities, or (B) deliverable by reason of such increase in
price  or  decrease  in  number  of  shares.
(c)     No  adjustment to the Warrant Price shall be made in connection with the
issuance  of:
(i)     the  Convertible  Notes,the  Warrants  issued  pursuant  to  the  Third
Amendment,  the  Warrants  issued pursuant to the Fourth Amendment, the Warrants
issued  pursuant  to  the  Fifth  Amendment, the Warrants issued pursuant to the
Purchase Agreement and the New Warrants, as such term is defined in the Purchase
Agreement (together, the "Convertible Securities"), and the securities issued or
issuable  upon  conversion  or  exercise of the Convertible Securities, or other
currently  outstanding  securities  that  are  convertible,  exercisable  or
exchangeable  for  Depositary  Shares;  and
(ii)     Depositary  Shares or rights, options or warrants to acquire Depositary
Shares  issued to directors, employees or consultants of the Company pursuant to
a  stock  option  plan  or  agreement  (and,  in the case of rights, options, or
warrants,  the  Depositary  Shares issued or issuable upon exercise thereof) and
approved  by  the  Board  of  Directors;
(d)     In case the Company shall at any time after the date hereof subdivide or
combine  the  outstanding  Depositary  Shares, the Warrant Price in effect shall
forthwith  be  proportionately  decreased  in  the  case  of  the subdivision or
proportionately  increased  in  the case of combination to the nearest one cent.
Any  such adjustment shall become effective at the close of business on the date
that  such  subdivision  or  combination  shall  become  effective.
(e)     No  adjustment to the Warrant Price shall be made in connection with the
conversion  of  all outstanding Depositary Shares into shares of Common Stock on
the  Option Expiration Date (as defined in the Depositary Agreement) pursuant to
the  terms  of  the  Depositary  Agreement.
Section 3.2  Adjustment of Warrant Shares.  In the event of an adjustment of the
             ----------------------------
Warrant Price, the number of Depositary Shares (or reclassified or recapitalized
stock)  issuable  upon  exercise  of this Warrant after such adjustment shall be
equal  to  the  number determined by multiplying the number of Depositary Shares
issuable upon exercise of this Warrant immediately prior to such adjustment by a
fraction,  of  which  the  numerator  is the Warrant Price in effect immediately
prior  to  such  adjustments, and the denominator is the Warrant Price in effect
immediately  after  such  adjustment.
Section  3.3.  Dividends and Distributions.  In the event that the Company shall
               ---------------------------
at  any  time  after  the date hereof pay any dividend (other than in Depositary
Shares)  on, or make any distribution of its assets upon or with respect to, the
Depositary  Shares,  or  in  the  event  that the Company shall offer options or
rights  to  subscribe for Depositary Shares, or issue any securities convertible
into  or exchangeable for Depositary Shares, to all of its holders of Depositary
Shares,  then  on the record date for such payment, distribution or offer or, in
the  absence  of  a  record  date,  on the date of such payment, distribution or
offer,  the  Warrantholder  shall  receive  what  the  Warrantholder  would have
received  had  it exercised this Warrant in full immediately prior to the record
date of such payment, distribution or offer or, in the absence of a record date,
immediately  prior  to  the  date  of  such  payment,  distribution  or  offer.
Section  3.4.  Mergers,  Consolidations,  Reclassifications.  In the case of any
               --------------------------------------------
reorganization  or  reclassification of the outstanding Depositary Shares (other
than  a  change  in par value, or from par value to no par value, or from no par
value  to  par  value, or as a result of a subdivision or combination) or in the
case  of  any  consolidation  of the Company into, or merger of the Company with
another  corporation  in  which  it  is  not  the surviving entity (or it is the
surviving  entity,  but  its  Depositary  Shares  become  shares  of  another
corporation),  or  in  the  case  of  any  sale,  lease or conveyance of all, or
substantially all, of the property, assets, business and goodwill of the Company
as  an entirety, the Warrantholder shall thereafter have the right upon exercise
of  this  Warrant  to  receive  the kind and amount of shares of stock and other
securities,  cash  and  property  receivable  upon  such  reorganization,
reclassification, consolidation, merger or disposition by a holder of the number
of  Depositary  Shares  which  the  Warrantholder  would  have  received  had it
exercised  this  Warrant  immediately  prior  to  such  reorganization,
reclassification,  consolidation, merger or disposition, at a price equal to the
aggregate  Warrant Price then in effect for exercising this Warrant in full (the
kind,  amount  and  price  of  such  stock and other securities to be subject to
adjustment  as  herein provided); provided, however, that the kind and amount of
such  shares  of  stock  and  other securities, cash and other property shall be
determined  as if any payment made to the holders of warrants issued pursuant to
the  Securities  Purchase  Agreement  dated  as  of  January  31, 1997 among the
Company,  Triumph Connecticut Limited Partnership and the other purchasers named
therein  upon  such  reorganization,  reclassification, consolidation, merger or
disposition  in  excess  of  the  amount  such holders would otherwise have been
entitled  to  receive under the terms of such warrants without regard to Section
8.3(b)  (or  successor  provision) of such Securities Purchase Agreement had not
been  made.  The  foregoing provisions of this Section 3.4 shall similarly apply
to  successive  reorganizations,  reclassifications, consolidations, mergers and
dispositions.
Section 3.5.  Notice of Adjustment.  Whenever the Warrant Price or the number of
              --------------------
Warrant  Shares shall be adjusted pursuant to the provisions of Article III, the
Company  shall  prepare and deliver forthwith to the Warrantholder a certificate
signed  by  the  President  of  the  Company and by its Chief Financial Officer,
setting  forth  the  adjusted  number  of  Warrant  Shares  purchasable upon the
exercise  of  this  Warrant and the Warrant Price calculated to the nearest cent
and  setting  forth in reasonable detail the method of calculation and the facts
requiring  such  adjustment  and  upon  which  such  calculation  is  based.
Section  3.6.  Notice  of  Certain  Corporate  Action.  In  case  at  any  time:
               --------------------------------------
(A)     the  Company  shall declare any dividend (or any other distributions) on
Depositary  Shares;  or
(B)     the  Company  shall  authorize  the  granting  to  all  holders  of  its
Depositary  Shares of rights to subscribe for or purchase any shares of stock of
any  class  or  of  any  other  rights;  or
(C)     there  shall be any reclassification of the Depositary Shares or capital
stock  of  the  Company;  or
(D)     there  shall  be  any  capital  reorganization  by  the  Company;  or
(E)     there  shall  be  any (i) consolidation or merger involving the Company,
other  than  the  merger  contemplated  by  the  Merger Agreement, or (ii) sale,
transfer  or  other  disposition  of  all  or substantially all of the Company's
property,  assets  or business (except a merger or other reorganization in which
the  Company  shall be the surviving corporation and its shares of capital stock
shall  continue  to  be  outstanding  and  unchanged and except a consolidation,
merger,  sale,  transfer  or  other  disposition  involving  a  wholly-owned
subsidiary);  or
(F)     there  shall  be  a voluntary or involuntary dissolution, liquidation or
winding-up  of  the  Company  or  any  partial  liquidation  of  the  Company or
distribution  to  holders  of  Depositary  Shares;
then,  in  each  of  such  cases,  the  Company shall give written notice to the
Warrantholder of the date on which (i) the books of the Company shall close or a
record  date  shall  be  fixed  for  such dividend, distribution or subscription
rights  or  (ii)  such  reorganization, reclassification, consolidation, merger,
disposition,  dissolution,  liquidation or winding-up, as the case may be, shall
take  place.  Such notice also shall specify the date as of which the holders of
Depositary  Shares of record shall participate in such dividend, distribution or
subscription  rights, or shall be entitled to exchange their depositary receipts
for  Depositary  Shares  for  securities or other property deliverable upon such
reorganization,  reclassification,  consolidation,  merger,  disposition,
dissolution,  liquidation  or winding-up, as the case may be.  Such notice shall
be  given at least twenty (20) days prior to the action in question and not less
than  twenty  (20)  days  prior  to  the  record  date  or the date on which the
Company's  transfer  books  are  closed  in  respect  thereto.
     Section 3.7.  Adjustment for Expiration of Call Option.  From and after the
                   ----------------------------------------
Option  Expiration  Date,  this  Warrant  shall  be exercisable into a number of
shares  of  Common  Stock of the Company equal to the number of shares of Common
Stock  that  the  Warrantholder  would  have  received  upon the exchange of the
Depositary  Shares  that  the Warrantholder would have received had it exercised
this  Warrant in full immediately prior to the Option Expiration Date.  From and
after  the  Option  Expiration  Date, all references herein to Depositary Shares
shall  be  deemed  to  include  the  Common  Stock  of  the  Company.
Section  3.8.  Form of Warrant after Adjustments.  The form of this Warrant need
               ---------------------------------
not  be changed because of any adjustments in the Warrant Price or the number or
kind  of  the  Warrant  Shares.
                                   ARTICLE IV
                                  MISCELLANEOUS
                                  -------------
     Section  4.1.  Successors  and  Assigns;  Transfers.
                    ------------------------------------
(a)     The terms of this Warrant shall be binding upon, inure to the benefit of
and  be  enforceable by and against any successors or assigns of the Company and
of  the  Warrantholder;  provided,  however, that the Company may not assign its
                         --------   -------
rights  or  obligations  hereunder.
(b)     Subject to the provisions of paragraph (f) below and Section 17.3 of the
Purchase  Agreement,  this  Warrant and all rights hereunder are transferable by
the  Warrantholder,  in whole or in party, upon surrender of this Warrant with a
properly executed Assignment Form attached hereto at the principal office of the
Company.
(c)     Any  transferee  to  whom  rights  hereunder are transferred shall, as a
condition to such transfer, deliver to the Company a written instrument by which
such  transferee  agrees  to  be  bound  by  the  obligations  imposed  upon the
Warrantholder  under  this  Warrant to the same extent as if such transferee was
the  Warrantholder.
(d)     The  Company will maintain a register containing the names and addresses
of  the Warrantholders of the Warrants.  Any Warrantholder may change its or his
address  as  shown  on  the  warrant  register  by written notice to the Company
requesting  such  change.
(e)     Until  any transfer of this Warrant is made in the warrant register, the
Company  may  treat  the  Warrantholder  as  the  absolute  owner hereof for all
purposes;  provided, however, that if and when this Warrant is properly assigned
in  blank,  the  Company  may  (but  shall not be obligated to) treat the bearer
hereof as the absolute owner hereof for all purposes, notwithstanding any notice
to  the  contrary.
(f)     This  Warrant  and  the  Warrant Shares shall not be sold or transferred
unless either (i) they first shall have been registered under the Securities Act
or  (ii)  the  Company  first shall have been furnished with an opinion of legal
counsel, reasonably satisfactory to the Company, to the effect that such sale or
transfer  is  exempt  from  the registration requirements of the Securities Act.
(g)     Each  certificate  representing  Warrant  Shares  shall  bear  a  legend
substantially  in  the  following  form:
"The  securities  represented by this certificate have not been registered under
the  Securities  Act  of  1933,  as  amended,  and  may  not be offered, sold or
otherwise  transferred, pledged or hypothecated unless and until such securities
are  registered  under such Act or an opinion of counsel reasonably satisfactory
to  the  Company  is  obtained  to  the  effect  that  such  registration is not
required."
     The  foregoing  legend  shall be removed from the certificates representing
any  Warrant  Shares, at the request of the holder thereof, at such time as they
become  eligible  for  resale  pursuant to Rule 144(k) under the Securities Act.
Section  4.2.  Rights  as  Stockholder.  Except  as  provided  herein,  the
               -----------------------
Warrantholder,  as  such,  shall  not  be  entitled to vote or be deemed to be a
stockholder of the Company for any purpose, nor shall anything contained in this
Warrant  be construed to confer upon the Warrantholder, as such, any rights of a
stockholder of the Company or any right to vote, give or withhold consent to any
corporate  action  or  receive  notice  of  meetings.
Section  4.3.  Acceptance  by  Warrantholder.  Receipt  of  this  Warrant by the
               -----------------------------
Warrantholder shall constitute acceptance of an agreement to the foregoing terms
and  conditions.
Section  4.4.  Governing  Law.  This  Warrant  and  the  rights  of  the parties
               --------------
hereunder  shall  be  governed  in  all respects by the laws of the State of New
York,  without  giving effect to the provisions thereof relating to conflicts of
law.
Section  4.5.  Severability.  In  case  any  provision  of this Warrant shall be
               ------------
invalid,  illegal or unenforceable, the validity, legality and enforceability of
the  remaining  provisions shall not in any way be affected or impaired thereby.
Section  4.6.  Notices.  Any  notices  or  certificates  by  the  Company to the
               -------
Warrantholder  and by the Warrantholder to the Company shall be deemed delivered
if  in  writing  and  delivered  in person or by registered mail (return receipt
requested)  to  the  Warrantholder,  at  its  address  in  the  registry  of
Warrantholders  maintained  by  the  Company,  and  if  to  the  Company, at 187
Ballardvale  Street,  Suite  B125,  Wilmington,  MA  01887, Attention: Principal
Financial  Officer.  The Company may change its address by written notice to the
Warrantholder.
Section  4.7.  Amendment.  This  Warrant  may  be  amended  or  modified (or any
               ---------
provision  hereof waived) only if Warrantholders holding at least eighty percent
(80%)  of  the  Warrant  Shares  (assuming  exercise  of all the Warrants) shall
approve  such  amendment,  modification or waiver in writing; provided, however,
that  no  amendment  that adversely affects the rights of any Warrantholder in a
manner  different from the rights of the other Warrantholders shall be effective
against  such  Warrantholder  unless  approved in writing by such Warrantholder.
After  an  amendment, modification or waiver of a provision the Warrants becomes
effective,  the  Company  shall  mail  to  the  Warrantholders  a notice briefly
describing  the  amendment,  modification  or  waiver.
IN WITNESS WHEREOF, this Warrant has been duly executed by the Company under its
corporate  seal  as  of  the  29th  day  of  December,  2000.
ASCENT  PEDIATRICS,  INC.
     By:_________________________________
Name:  Emmett  Clemente
Title:  Chief  Executive  Officer

<PAGE>
                             SUBSCRIPTION AGREEMENT
                  (To be signed only upon exercise of Warrant)


To  ASCENT  PEDIATRICS,  INC.:

     The  undersigned,  the  holder  of  the  within Warrant, hereby irrevocably
elects  to  exercise  the purchase right represented by such Warrant for, and to
purchase thereunder,          Insert here the number of shares called for on the
face  of the Warrant (or, in the case of a partial exercise, the portion thereof
as  to  which the Warrant is being exercised), in either case without making any
adjustment  for  additional  Depositary  Shares  or  any  other  stock  or other
securities  or  property or cash which, pursuant to the adjustment provisions of
the  Warrant,  may  be  deliverable  upon  exercise. Depositary Shares of ASCENT
PEDIATRICS,  INC.  and herewith (a) makes payment of $           therefor or (b)
delivers  Warrants  for the purchase of _____ Depositary Shares. The undersigned
requests  that  the  certificates  for such shares be issued in the name of, and
delivered to,                                                 , whose address is
 .


Dated:  ____________,  20__     __________________________________________
(Signature  must  conform  in  all  respects  to  name  of
holder  as  specified  on  the  face  of  the  Warrant)


__________________________________________
 (Address)

<PAGE>
                                   ASSIGNMENT
                  (To be signed only upon transfer of Warrant)


     FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers all
of  the  rights of the undersigned under the within Warrant, with respect to the
number of Depositary Shares of ASCENT PEDIATRICS, INC. covered thereby set forth
hereinbelow  unto:


Name  of  Assignee     Address     No.  of  Depositary  Shares
------------------     -------     ---------------------------





Dated:  __________,  20____________________________________________
(Signature  must  conform  in all respects to name of holder as specified on the
face  of  the  Warrant)


__________________________________________     (Address)


Signed  in  the  presence  of:


________________________________