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                                                                     EXHIBIT 4.2

                               BUSINESS OBJECTS SA
                           STOCK SUBSCRIPTION WARRANT

1. General

         THIS CERTIFIES that, for value received, John Olsen, or assigns as
further defined hereunder, is entitled to purchase from Business Objects S.A., a
corporation organized under the laws of the Republic of France, (hereinafter
"the Company"), 15,000 Ordinary Shares of the Company, subject to adjustment in
accordance with section 4 hereof, ("the Warrant Shares"), at an exercise price
(the "Warrant Price") of 86.95 euros per share, subject to adjustment in
accordance with section 4 hereof, and subject to the vesting provisions of
section 2 hereof. These 15,000 Warrant Shares (collectively "the Warrant")
evidence the resolution approved by the shareholders of Business Objects S.A. at
the meeting held on February 6, 2001 at the Company's registered office.

2. Exercise period and vesting schedule

         (a) To the extent it has then vested pursuant to Section 2(b) below,
this Warrant shall be exercisable in whole or in part by the holder hereof,
provided however that upon termination of the holder's membership on the Board
of Directors of the Company, this Warrant shall remain exercisable for a period
of ninety days, and shall terminate on the 91st day thereafter.

         (b) This Warrant may be exercised up to 5,000 shares on or after May 1,
2001, up to 5,000 shares on or after May 1, 2002, and up to the remaining 5,000
shares on or after May 1, 2003.

         (c) This Warrant may be exercised in one or several lots, but at the
latest on the earlier of the two following dates : (i) February 6, 2006, or (ii)
in case of termination of the term of office as Director of the Company, within
90 days following such termination date.

3. Exercise of Warrants. The rights represented by this Warrant may be exercised
by the holder hereof, in accordance with section 2 hereof, by (i) notification
of exercise by registered mail to the Company together with a share subscription
form (bulletin de souscription) in the form attached hereto, duly completed and
signed by the holder and (ii) full payment of the Warrant Price for the shares
with respect to which the Warrant is exercised. The Warrant Price may be paid
exclusively in euros, in cash or by check or wire transfer. In the event of the
exercise of the rights represented by this Warrant, confirmations or
"attestations d'inscription en compte" shall be delivered to the holder within a
reasonable time. The rights represented by this Warrant shall be deemed
exercised on the date on which the Company receives payment of the Warrant Price
and any applicable taxes (which shall be the sole responsibility of the holder,
and not of the Company), irrespective of the date of delivery of the
notification of exercise.

4. Adjustment of Warrant Shares and Warrant Price. The Warrant Shares and
Warrant Price shall be subject to the following adjustments:

         (a) In the event that, while the Warrant has not been exercised in
full, the Company should proceed to (i) an issue of securities with
shareholders' preferential rights of subscription, (ii) an increase of the share
capital by incorporation of reserves, profits or issue premiums, (iii) a
distribution of reserves in cash or in portfolio securities, or (iv) an issue of
securities convertible into shares, the rights of the holder shall be preserved,
in accordance with articles 171 to 174 of Decree n degrees 67-236 of March 23,
1967, it being specified that such preservation of rights shall be made on the
basis of the number of shares that such holder would have been entitled to, had
he exercised the vested part of the Warrant, and only that part, at the date of
the accomplishment of the transaction concerned.
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         (b) In the event of share capital reduction motivated by losses, the
rights of the holder in respect of the number of shares to subscribe and
purchase upon exercise of this Warrant will be reduced accordingly, as if the
holder had been shareholder as from the date of issue of the Warrant, and as if
the Warrant had been fully vested as of that date.

5. Non transferability of Warrant.

         (a) Except as provided in sub-section (b) below, this Warrant and all
rights hereunder may not be sold, pledged, assigned, hypothecated, transferred,
or disposed of in any manner other than by will or laws of descent or
distribution and may be exercised, during the lifetime of the holder, only by
the holder.

         (b) The transfer of this Warrant to the holder's Immediate Family shall
be exempt from the provisions of section 5(a), provided however that the
transferee agrees to be bound by and comply with the provisions of this Warrant,
and signs a consent in the form attached hereto. ((Immediate Family)) as used
herein shall mean the spouse, a direct descendant or ascendant, a brother or a
sister of Bernard Charles.

         (c) This certificate is not transferable by endorsement or any other
means and does not constitute evidence of ownership. If and when allowed,
assignment of all or part of this Warrant may only be completed by notifying the
form of assignment attached hereto, duly completed and signed by the holder.

6. Merger. In the event of merger of the Company, the holder of the Warrant will
be notified and given the same information as if he were a shareholder in order
to exercise, if he wishes so, his subscription rights. Moreover, had he not
acquired his full rights, the Board of Directors may, in its sole discretion and
as an exception to section 2 hereof, decide to increase the number of shares for
which he will exercise his right, within the limit of the total number of shares
authorized hereunder.

7. Applicable law. This Warrant is subject to the laws of the Republic of
France.

         IN WITNESS WHEREOF, the undersigned has caused this Warrant to be
executed by its duly authorized officer on February 7, 2001.

                                         BUSINESS OBJECTS SA

                                         By:  Bernard Liautaud
                                         Chairman of the Board of Directors


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                              FORM OF SUBSCRIPTION
                     [to be signed upon exercise of Warrant]


                              BUSINESS OBJECTS S.A.
                                 Societe anonyme
                   with a share capital of 6,102,682.90 euros
                 Registered office : 157-159 rue Anatole France
                             92300 Levallois-Perret
                          R.C.S. Nanterre B 379 821 994

                               ------------------

The undersigned, holder of ------ Share Warrants in total, the issue of which
was authorized and approved by the Extraordinary Shareholders Meeting of
February 6, 2001, for a price of 86.95 euros per Warrant Share, hereby elects to
purchase thereunder, ----------------------------- Ordinary Shares of 0.10 euro
nominal value each of BUSINESS OBJECTS S.A., and herewith makes payment of ----
-----------------.

The undersigned requests that the confirmation for such Ordinary Shares be
issued in the name of and delivered to ------------------- whose address is
--------------------------------------------.

Made on this ---------- day of ----------------,




-----------------------
By :


[above signature, please handwrite ((Valid for subscription of ---------------
shares))]


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                               FORM OF ASSIGNMENT
                     [to be signed upon transfer of Warrant]


         The undersigned hereby sells, assigns and/or transfers unto
___________________, who qualifies as an Immediate Family member in its capacity
as ______________, the rights represented by the within Warrant to purchase
__________ Ordinary Shares of Business Objects S.A., to which the within Warrant
relates.

Made this ----- day of -------------



Signature

Name

Address

Signed in the presence of: