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                                   EXHIBIT 4.2

               Form of Warrant to Purchase Shares of Common Stock


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   THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN
   REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD,
   OFFERED FOR SALE OR TRANSFERRED EXCEPT IN ACCORDANCE WITH THE
   PROVISIONS OF THIS WARRANT AND PURSUANT TO A REGISTRATION STATEMENT OR
   AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AS TO THE
   AVAILABILITY OF AN EXEMPTION FROM REGISTRATION.


WARRANT NO.  ___________                      NUMBER OF SHARES ___________

                         WARRANT TO PURCHASE SECURITIES
                               OF COMMON STOCK OF

                                MATRITECH, INC.

         1. COMMON STOCK AND WARRANT PURCHASE AGREEMENT. This Warrant is issued
to ______________________ ("PURCHASER") pursuant to the Common Stock and Warrant
Purchase Agreement dated as of December __, 2001 between Matritech, Inc., a
Delaware corporation ("MATRITECH" or the "COMPANY"), and Purchaser ("PURCHASE
AGREEMENT") in which Matritech issued Units to Purchaser. Each "UNIT" is
composed of four shares of Matritech Common Stock ("SHARES") and a warrant to
purchase one share of Matritech Common Stock. This Warrant is part of the Unit.

         2. NUMBER AND PRICE OF SHARES SUBJECT TO WARRANT.

                  (a) GENERAL TERMS. Subject to the terms and conditions herein
set forth Purchaser is entitled to purchase from Matritech, at any time in whole
or from time to time in part commencing on the date hereof and until December
__, 2003, shares (which number of shares is subject to adjustment as described
below) of fully paid and nonassessable Common Stock, $.01 par value, of
Matritech ("WARRANT SHARES"), upon surrender of this Warrant at the principal
office of Matritech and upon payment of the purchase price by wire transfer to
Matritech or cashiers check drawn on a United States bank made to the order of
Matritech. Subject to adjustment as hereinafter provided, the purchase price of
one Warrant Share (or such securities as may be substituted for one Warrant
Share pursuant to the provisions hereinafter set forth) shall be $2.75. The
purchase price of one Warrant Share (or such securities as may be substituted
for one Warrant Share pursuant to the provisions hereinafter set forth) payable
from time to time upon the exercise of this Warrant (whether such price be the
price specified above or an adjusted price determined as hereinafter provided)
is referred to herein as the "WARRANT PRICE."

                  (b) EARLY TERMINATION OF WARRANT. Notwithstanding the
foregoing, in the event that theclosing price per share of Matritech's Common
Stock as reported on the Nasdaq Stock Market (or such other equivalent market or
exchange) exceeds $4.25 for a period of thirty (30) consecutive trading days (a
"CALLABLE EVENT"), then Matritech may, on or before the tenth (10th) trading day
after such Callable Event has occurred, send a written notice (a "CALL NOTICE")
to Purchaser that a Callable Event has occurred and that the Warrant shall
terminate on the thirtieth (30th) day after the date the Call Notice became
effective pursuant to Section 11 below. Purchaser shall have thirty (30) days
after the date such Call Notice became effective to exercise


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this Warrant in accordance with the terms and conditions of this Warrant. In the
event Purchaser does not exercise this Warrant within such thirty (30) day
period, this Warrant shall automatically terminate. Notwithstanding the
foregoing thirty (30) day period with which Purchaser may exercise the Warrant
after a Call Notice has been delivered, if during such time period, (i) the
registration statement described in the Purchase Agreement covering such Warrant
Shares (the "REGISTRATION STATEMENT") shall not be effective, or (ii) Matritech
shall have delayed Purchaser's ability to sell securities covered by the
Registration Statement, then, in either case, the time period that Purchaser has
to exercise the Warrant after a Call Notice becomes effective shall be extended
until the Purchaser shall have been permitted to sell the Warrant Shares
pursuant to the Registration Statement for a consecutive period of thirty (30)
days after the date the Call Notice shall have been delivered; provided,
however, there shall be no extension of time if the time period required to keep
the Registration Statement effective pursuant to the Purchase Agreement shall
have lapsed. If after the issue date of this Warrant the Nasdaq Stock Market
shall permit "after-hours" trading or continuous trading, then for the purposes
of determining the average of "daily closing price" as of any date, such price
on any trading day shall be deemed to be the closing price during the "regular
trading hours" designated as such by Nasdaq, or if no such period shall be so
designated, then the closing price for such trading day as reported on the next
Business Day by The Wall Street Journal.

         3. ADJUSTMENT OF WARRANT PRICE AND NUMBER OF SHARES. The number and
kind of securities issuable upon the exercise of this Warrant shall be subject
to adjustment from time to time upon the happening of certain events as follows:

                  (a) ADJUSTMENT FOR DIVIDENDS IN STOCK OR OTHER SECURITIES OR
PROPERTY. In case at any time or from time to time on or after the date hereof
the holders of the Common Stock of Matritech (or any shares of stock or other
securities at the time receivable upon the exercise of this Warrant) shall have
received, or, on or after the record date fixed for the determination of
eligible stockholders, shall have become entitled to receive, without payment
therefor, other or additional stock or other securities or property (other than
cash in connection with regular or ordinary dividends) of Matritech by way of
dividend, then and in each case, the holder of this Warrant shall, upon the
exercise hereof, be entitled to receive, in addition to the number of shares of
Common Stock receivable thereupon, and without payment of any additional
consideration therefor, the amount of such other or additional stock or other
securities or property (other than cash in connection with regular or ordinary
dividends) of Matritech which such holder would hold on the date of such
exercise had it been the holder of record of such Common Stock on the date
hereof and had thereafter, during the period from the date hereof to and
including the date of such exercise, retained such shares and/or all other
additional stock available by it as aforesaid during such period, giving effect
to all adjustments called for during such period by paragraphs (b) and (c) of
this Section 3.

                  (b) ADJUSTMENT FOR RECLASSIFICATION, REORGANIZATION OR MERGER.
In case of any reclassification or change of the outstanding securities of
Matritech or of any reorganization of Matritech (or any other corporation the
stock or securities of which are at the time receivable upon the exercise of
this Warrant) or any similar corporate reorganization on or after the date
hereof, then and in each such case the holder of this Warrant, upon the exercise
hereof at any time after the consummation of such reclassification, change,
reorganization, merger or conveyance, shall be entitled to receive, in lieu of
the stock or other securities and property receivable upon the exercise hereof
prior to such consummation, the stock or other securities or property to which
such holder would have been entitled upon such consummation if such holder had
exercised this Warrant immediately prior thereto, all subject to further
adjustment as

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provided in paragraphs (a) and (c); and in each such case, the terms of this
Section 3 shall be applicable to the shares of stock or other securities
properly receivable upon the exercise of this Warrant after such consummation.

                  (c) STOCK SPLITS AND REVERSE STOCK SPLITS. If at any time on
or after the date hereof Matritech shall subdivide its outstanding shares of
Common Stock into a greater number of shares, the Warrant Price in effect
immediately prior to such subdivision shall thereby be proportionately reduced
and the number of shares receivable upon exercise of the Warrant shall thereby
be proportionately increased; and, conversely, if at any time on or after the
date hereof the outstanding number of shares of Common Stock shall be combined
into a smaller number of shares, the Warrant Price in effect immediately prior
to such combination shall thereby be proportionately increased and the number of
shares receivable upon exercise of Warrant shall thereby be proportionately
decreased.

         4. NO FRACTIONAL SHARES. No fractional shares of Warrant Shares will be
issued in connection with any exercise of this Warrant. In lieu of any
fractional shares which would otherwise be issuable, Matritech shall pay cash
equal to the product of such fraction multiplied by the closing price of one
Warrant Share as reported on the Nasdaq System on the date of exercise.

         5. NO STOCKHOLDER RIGHTS. This Warrant shall not entitle its holder to
any of the rights of a stockholder of Matritech.

         6. RESERVATION OF STOCK. Matritech covenants that during the period
this Warrant is exercisable, Matritech will reserve from its authorized and
unissued Common Stock a sufficient number of shares to provide for the issuance
of Warrant Shares upon the exercise of this Warrant. Matritech agrees that its
issuance of this Warrant shall constitute full authority to its officers who are
charged with the duty of executing stock certificates to execute and issue the
necessary certificates for the Warrant Shares upon the exercise of this Warrant.

         7. EXERCISE OF WARRANT. This Warrant may be exercised by the holder
hereof, in whole or in part, by the surrender of this Warrant and the Notice of
Exercise attached hereto as EXHIBIT A duly completed and executed on behalf of
the holder hereof, at the principal office of Matritech together with payment in
full of the Warrant Price then in effect with respect to the number of Warrant
Shares as to which the Warrant is being exercised. The Warrant Price shall be by
wire transfer to Matritech or cashiers check drawn on a United States bank made
to the order of Matritech. This Warrant shall be deemed to have been exercised
immediately prior to the close of business on the date of its surrender for
exercise and payment of the applicable Warrant Price as provided above, and the
person entitled to receive the Warrant Shares issuable upon such exercise shall
be treated for all purposes as the holder of such shares of record as of the
close of business on such date. As promptly as practicable on or after such date
and in any event within ten (10) days thereafter, Matritech at its expense shall
cause to be issued and delivered to the person or persons entitled to receive
the same a certificate or certificates for the number of full Warrant Shares
issuable upon such exercise, together with cash in lieu of any fraction of a
share as provided above. The Warrant Shares issuable upon exercise hereof shall,
upon their issuance, be fully paid and nonassessable. In the event that this
Warrant is exercised in part, Matritech at its expense will execute and deliver
a new Warrant of like tenor exercisable for the number of shares for which this
Warrant may then be exercised.

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         8. CERTIFICATE OF ADJUSTMENT. Whenever the Warrant Price or number or
type of securities issuable upon exercise of this Warrant is adjusted, as herein
provided, Matritech shall promptly deliver to the record holder of this Warrant
a certificate of an officer of Matritech setting forth the nature of such
adjustment and a brief statement of the facts requiring such adjustment.

         9. TRANSFERABILITY. This Warrant is not transferable.

         10. REPLACEMENT OF WARRANTS. On receipt of evidence reasonably
satisfactory to Matritech of the loss, theft, destruction or mutilation of any
Warrant and, in the case of any such loss, theft or destruction of any Warrant,
on delivery of an indemnity agreement or security reasonably satisfactory in
form and amount to Matritech or, in the case of any such mutilation, on
surrender and cancellation of such Warrant, Matritech at its expense will
execute and deliver, in lieu thereof, a new Warrant of like tenor.

         11. MISCELLANEOUS. This Warrant shall be governed by the laws of the
State of Delaware. The headings in this Warrant are for purposes of convenience
and reference only, and shall not be deemed to constitute a part hereof. Neither
this Warrant nor any term hereof may be changed, waived, discharged or
terminated orally but only by an instrument in writing signed by Matritech and
the registered holder of this Warrant. All notices and other communications from
Matritech to the holder of this Warrant shall be sufficient if in writing and
sent by registered or certified mail, domestic or international courier, or
facsimile, return receipt requested, postage or courier charges prepaid, to the
address furnished to Matritech in writing by Purchaser. All such notices and
communications shall be effective one (1) trading day after being sent by
courier or by facsimile with confirmation of receipt or five (5) trading days
after being sent by the other approved methods. The invalidity or
unenforceability of any provision hereof shall in no way affect the validity or
enforceability of any other provisions.

         12. TERMINATION. This Warrant (and the right to purchase securities
upon exercise hereof) shall terminate on December __, 2003 or such earlier time
as provided in Section 2 above.

         ISSUED as of the date first written above.

                                    MATRITECH, INC.


                                    By:
                                       ----------------------------------------
                                    Name:
                                    Title:


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                                    EXHIBIT A

                          NOTICE OF INTENT TO EXERCISE
                  (To be signed only upon exercise of Warrant)


To:      MATRITECH, 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, _____________ ____________________________ (_____________) shares of
Common Stock of Matritech, Inc. and herewith makes payment of
____________________ Dollars ($__________) thereof and requests that the
certificates for such shares be issued in the name of, and delivered to
________________________________, whose address is ____________________________.

   DATED: ______________

                          _________________________________________________
                          (Signature must conform in all respects to name of
                          Holder as specified on the face of the Warrant)


                                   _________________________________________

                                   _________________________________________
                                   (Address)