Exhibit 4.2

THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF HAVE NOT
BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933, AS AMENDED,  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 DISPOSITION MAY BE AFFECTED WITHOUT AN
EFFECTIVE  REGISTRATION  STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL THAT
SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.



                            LEV PHARMACEUTICALS, INC.


                               WARRANT TO PURCHASE

                                __________ SHARES

                                 OF COMMON STOCK

                             (SUBJECT TO ADJUSTMENT)

                         (Void after ___________, 2010)



No: PAW:__


         This  certifies  that  for  value,  Laidlaw  &  Company  (UK)  Ltd.  or
registered assigns (the "Holder"),  is entitled,  subject to the terms set forth
below, at any time from and after ______ __, 2005 (the "Original Issuance Date")
and before  5:00 p.m.,  Eastern  Time,  on ________  __,  2010 (the  "Expiration
Date"), to purchase from Lev Pharmaceuticals,  Inc., a Delaware corporation (the
"Company"),   ___________________________   (_________)   shares   (subject   to
adjustment as described herein),  of common stock, par value $0.01 per share, of
the Company (the "Common Stock"), upon surrender hereof, at the principal office
of the Company referred to below, with a duly executed  subscription form in the
form attached hereto as Exhibit A and  simultaneous  payment therefor in lawful,
immediately  available  money of the United  States or otherwise as  hereinafter
provided, at an initial exercise price per share of $1.35 (the "Purchase Price")
The Purchase Price is subject to further  adjustment as provided below,  and the
term "Common Stock" shall include,  unless the context otherwise  requires,  the
stock and other securities and property at the time receivable upon the exercise
of this Warrant.  The term  "Warrants," as used herein,  shall mean this Warrant
and any other  Warrants  delivered  in  substitution  or  exchange  therefor  as
provided herein.

         This  Warrant  was  issued in  connection  with the  Company's  private
placement (the "Offering") of up to 150 Units for an aggregate purchase price of
$7,500,000,  as described in the Company's Confidential  Information Memorandum,
dated April 1, 2005 (the  "Memorandum").  Laidlaw & Company  (UK) Ltd.  acted as
placement agent for the Offering (the "Placement Agent").
<PAGE>

      1.  Exercise.  This  Warrant may be  exercised at any time or from time to
time from and after the  Original  Issuance  Date and before 5:00 p.m.,  Eastern
Time, on the Expiration  Date, on any business day, for up to the full number of
shares of Common Stock called for hereby,  by  surrendering  it at the principal
office of the Company,  at 122 East 42nd Street,  Suite 2606, New York, New York
10168 with the  subscription  form duly  executed,  together  with payment in an
amount  equal to (a) not more than the number of shares of Common  Stock  called
for on the face of this Warrant,  multiplied (b) by the Purchase Price.  Payment
of the Purchase Price must be made in immediately  available  funds This Warrant
may be exercised  for less than the full number of shares of Common Stock at the
time  called  for  hereby,  except  that the  number of  shares of Common  Stock
receivable  upon the  exercise of this  Warrant as a whole,  and the sum payable
upon the exercise of this Warrant as a whole, shall be proportionately  reduced.
Upon a partial  exercise of this Warrant in  accordance  with the terms  hereof,
this Warrant shall be  surrendered,  and a new Warrant of the same tenor and for
the purchase of the number of such shares not purchased upon such exercise shall
be issued by the Company to Holder without any charge therefor.  A Warrant shall
be deemed to have been exercised  immediately  prior to the close of business on
the date of its  surrender  for  exercise  as  provided  above,  and the  person
entitled to receive the shares of Common Stock 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.  Within five (5) business  days after such date,
the Company shall issue and deliver to the person or persons entitled to receive
the same a certificate or  certificates  for the number of full shares of Common
Stock issuable upon such  exercise,  together with cash, in lieu of any fraction
of a share,  equal to such fraction of the then Fair Market Value on the date of
exercise of one full share of Common Stock.

         "Fair Market  Value" shall mean,  as of any date:  (i) if shares of the
Common Stock are listed on a national  securities  exchange,  the average of the
closing  prices as  reported  for  composite  transactions  during  the five (5)
consecutive  trading days  preceding the trading day  immediately  prior to such
date or, if no sale occurred on a trading day, then the mean between the closing
bid and asked prices on such exchange on such trading day; (ii) if shares of the
Common  Stock are not so listed  but are traded on the  Nasdaq  SmallCap  Market
("NSCM"),  the average of the closing  prices as reported on the NSCM during the
five (5) consecutive trading days preceding the trading day immediately prior to
such date or, if no sale  occurred on a trading  day,  then the mean between the
highest bid and lowest  asked prices as of the close of business on such trading
day, as reported  on the NSCM;  or if  applicable,  the Nasdaq  National  Market
("NNM"),  or if not then included for quotation on the NNM or NSCM,  the average
of the highest  reported bid and lowest reported asked prices as reported by the
OTC Bulletin  Board or the National  Quotations  Bureau,  as the case may be; or
(iii) if the shares of the Common Stock are not then publicly  traded,  the fair
market  price of the  Common  Stock as  determined  in good  faith by at least a
majority of the Board of Directors of the Company.

      2. Shares Fully Paid;  Payment of Taxes. All shares of Common Stock issued
upon  the  exercise  of a  Warrant  shall  be  validly  issued,  fully  paid and
non-assessable,  and the  Company  shall pay all  taxes  and other  governmental
charges  (other than income  taxes to the holder) that may be imposed in respect
of the issue or delivery thereof.

                                      -2-
<PAGE>

      3.  Transfer  and  Exchange.  This  Warrant and all rights  hereunder  are
transferable,  in whole or in part, on the books of the Company  maintained  for
such purpose at its principal office referred to above by Holder in person or by
duly  authorized  attorney,  upon  surrender  of this  Warrant  together  with a
completed  and  executed  assignment  form in the form  attached  as  Exhibit B,
payment of any necessary transfer tax or other governmental  charge imposed upon
such  transfer and an opinion of counsel  reasonably  acceptable  to the Company
stating that such transfer is exempt from the  registration  requirements of the
Securities Act of 1933, as amended (the "1933 Act").  Upon any partial transfer,
the Company  will issue and  deliver to Holder a new  Warrant or  Warrants  with
respect to the shares of Common Stock not so transferred.  Each taker and holder
of this  Warrant,  by taking or holding the same,  consents and agrees that this
Warrant  when  endorsed in blank shall be deemed  negotiable  and that when this
Warrant  shall have been so  endorsed,  the holder  hereof may be treated by the
Company and all other  persons  dealing with this Warrant as the absolute  owner
hereof  for any  purpose  and as the  person  entitled  to  exercise  the rights
represented  hereby, or to the transfer hereof on the books of the Company,  any
notice to the contrary  notwithstanding;  but until such transfer on such books,
the  Company  may  treat  the  registered  Holder  hereof  as the  owner for all
purposes.

                  This Warrant is  exchangeable  at such office for Warrants for
the same  aggregate  number  of  shares of Common  Stock,  each new  Warrant  to
represent  the right to  purchase  such  number of  shares as the  Holder  shall
designate at the time of such exchange.

      4. Anti-Dilution Provisions.

         A. Adjustment for Dividends in Other Stock and Property
Reclassifications.  In case at any time or from time to time the  holders of the
Common Stock (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  shareholders,  shall have
become entitled to receive, without payment therefor,

            (1)  other or additional  stock or  other  securities  or   property
(other than cash) by way of dividend,

            (2) any cash or other  property  paid or payable  out of any  source
other than retained earnings  (determined in accordance with generally accepted
accounting principles), or

            (3) other  or  additional  stock  or  other  securities or  property
(including cash) by way of stock-split, spin-off, reclassification,  combination
of shares or similar corporate  rearrangement  (other than (x) additional shares
of Common  Stock or any other stock or  securities  into which such Common Stock
shall have been changed,  (y) any other stock or securities  convertible into or
exchangeable  for such Common Stock or such other stock or securities or (z) any
stock purchase rights, issued as a stock dividend or stock-split, adjustments in
respect of which  shall be covered by the terms of Section  4.B,  Section 4.C or
Section 4.D,  then and in each such case,  Holder,  upon the exercise  hereof as
provided  in  Section 1, shall be  entitled  to receive  the amount of stock and
other  securities  and  property  (including  cash in the cases  referred  to in
clauses  (2) and (3)  above)  which such  Holder  would hold on the date of such
exercise if on the Original  Issuance  Date Holder had been the holder of record
of the number of shares of Common Stock called for on the face of this  Warrant,
as adjusted in  accordance  with the first  paragraph of this  Warrant,  and had
thereafter,  during the period from the Original  Issuance Date to and including
the date of such  exercise,  retained such shares and/or all other or additional
stock and other securities and property (including cash in the cases referred to
in clause (2) and (3) above)  receivable by it as aforesaid  during such period,
giving  effect to all  adjustments  called for during such period by Section 4.A
and Section 4.B.

                                      -3-
<PAGE>

         B. Adjustment  for  Reorganization,  Consolidation  and Merger. In case
of any  reorganization  of the  Company (or any other  corporation  the stock or
other  securities  of which are at the time  receivable  on the exercise of this
Warrant)  after the Original  Issuance  Date, or in case,  after such date,  the
Company (or any such other  corporation)  shall  consolidate  with or merge into
another  corporation or entity or convey all or substantially  all its assets to
another  corporation  or  entity,  then and in each such case  Holder,  upon the
exercise  hereof as provided in Section 1 at any time after the  consummation of
such reorganization,  consolidation,  merger or conveyance, shall be entitled to
receive,  in lieu of the stock or other securities and property  receivable upon
the  exercise of this  Warrant  prior to such  consummation,  the stock or other
securities  or property to which such Holder would have been  entitled upon such
consummation if Holder had exercised this Warrant immediately prior thereto, all
subject to further  adjustment as provided in Sections 4.A, Section 4.B, Section
4.C,  and Section  4.D; in each such case,  the terms of this  Warrant  shall be
applicable  to the shares of stock or other  securities  or property  receivable
upon the exercise of this Warrant after such consummation.

         C. Adjustment for Certain  Dividends and  Distributions. If the Company
at any  time or from  time  to time  makes,  or  fixes  a  record  date  for the
determination  of holders of Common  Stock  entitled to  receive,  a dividend or
other  distribution  payable in additional  shares of Common Stock,  then and in
each such event:

            (1)  the Purchase  Price then in effect shall be decreased as of the
time of such  issuance  or, in the event such  record  date is fixed,  as of the
close of business on such record date, by multiplying the Purchase Price then in
effect by a fraction (A) the numerator of which is the total number of shares of
Common  Stock  issued  and  outstanding  immediately  prior  to the time of such
issuance or the close of business on such record date,  and (B) the  denominator
of which  shall be the  total  number  of shares  of  Common  Stock  issued  and
outstanding  immediately  prior to the  time of such  issuance  or the  close of
business  on such  record  date as the case may be, plus the number of shares of
Common Stock  issuable in payment of such  dividend or  distribution;  provided,
however,  that if such record date is fixed and such  dividend is not fully paid
or if such  distribution  is not  fully  made on the date  fixed  therefor,  the
Purchase  Price shall be recomputed  accordingly  as of the close of business on
such record date, and  thereafter the Purchase Price shall be adjusted  pursuant
to this  Section  4.C as of the time of  actual  payment  of such  dividends  or
distributions; and

            (2)  the number of  shares of  Common  Stock  theretofore receivable
upon the exercise of this  Warrant  shall be  increased,  as of the time of such
issuance or, in the event such record date is fixed, as of the close of business
on such record  date,  in inverse  proportion  to the  decrease in the  Purchase
Price.

         D. Stock Split and Reverse Stock Split.  If the Company at  any time or
from time to time effects a stock split or subdivision of the outstanding Common
Stock, the Purchase Price then in effect  immediately before that stock split or
subdivision  shall be  proportionately  decreased  and the  number  of shares of
Common Stock  theretofore  receivable upon the exercise of this Warrant shall be
proportionately  increased.  If the  Company  at any  time or from  time to time
effects a reverse stock split or combines the outstanding shares of Common Stock
into a smaller number of shares,  the Purchase Price then in effect  immediately
before  that  reverse  stock  split  or  combination  shall  be  proportionately
increased and the number of shares of Common Stock  theretofore  receivable upon
the exercise of this Warrant shall be proportionately decreased. Each adjustment
under this  Section 4.D shall  become  effective at the close of business on the
date the stock split,  subdivision,  reverse stock split or combination  becomes
effective.

                                      -4-
<PAGE>

         E. Certificate  as   to  Adjustments.  Upon   the  occurrence  of  each
adjustment or readjustment  of the Conversion  Price pursuant to this Section 4,
the  Company  at  its  expense  shall  promptly   compute  such   adjustment  or
readjustment in accordance with the terms hereof and furnish to each holder of a
Warrant a certificate  setting forth such adjustment or readjustment and showing
in detail the facts upon which such  adjustment or  readjustment  is based.  The
Company shall,  upon the written request at any time of any holder of a Warrant,
furnish or cause to be furnished to such holder a like certificate setting forth
(i) such  adjustments  and  readjustments,  (ii)  Purchase  Price at the time in
effect,  and (iii) the number of shares of Common Stock and the amount,  if any,
of other  property  which at the time would be received upon the exercise of the
Warrant.

      5. Notices of Record Date. In case:

         A. the Company  shall take a record of the holders of its  Common Stock
(or other stock or  securities at the time  receivable  upon the exercise of the
Warrants)  for the purpose of  entitling  them to receive any  dividend or other
distribution,  or any right to subscribe  for or purchase any shares of stock of
any class or any other  securities,  or to receive any other right, or

         B. of any capital  reorganization of the Company, any  reclassification
of the capital stock of the Company,  any consolidation or merger of the Company
with or into another corporation,  or any conveyance of all or substantially all
of the assets of the Company to another corporation, or

         C. of any  voluntary  dissolution, liquidation  or  winding-up  of  the
Company,  then,  and in each such  case,  the  Company  will mail or cause to be
mailed to each holder of a Warrant at the time outstanding a notice  specifying,
as the case  may be,  (a) the  date on  which a  record  is to be taken  for the
purpose of such  dividend,  distribution  or right,  and  stating the amount and
character of such dividend, distribution or right, or (b) the date on which such
reorganization,    reclassification,    consolidation,    merger,    conveyance,
dissolution,  liquidation or winding-up is expected to take place, and the time,
if any is to be fixed,  as of which the  holders  of record of Common  Stock (or
such  stock or  securities  at the time  receivable  upon  the  exercise  of the
Warrants)  shall be entitled to exchange  their  shares of Common Stock (or such
other stock or securities)  for securities or other  property  deliverable  upon
such  reorganization,   reclassification,   consolidation,  merger,  conveyance,
dissolution, liquidation or winding-up, such notice shall be mailed at least ten
(10) days prior to the date therein specified.

                                      -5-
<PAGE>

      6.  Loss  or   Mutilation.   Upon  receipt  by  the  Company  of  evidence
satisfactory  to it (in the exercise of reasonable  discretion) of the ownership
of and the loss,  theft,  destruction  or  mutilation of any Warrant and (in the
case of loss,  theft or  destruction)  of indemnity  satisfactory  to it (in the
exercise  of  reasonable  discretion),  and (in the  case  of  mutilation)  upon
surrender and cancellation thereof, the Company will execute and deliver in lieu
thereof a new Warrant of like tenor.

      7. Reservation of Common Stock. The Company shall at all times reserve and
keep  available  for issue upon the  exercise  of  Warrants  such  number of its
authorized  but unissued  shares of Common Stock as will be sufficient to permit
the exercise in full of all outstanding  Warrants.  All of the shares of Commons
Stock issuable upon the exercise of the rights represented by this Warrant will,
upon  issuance and receipt of the  Purchase  Price  therefor,  be fully paid and
nonassessable,  and free from all preemptive rights,  rights of first refusal or
first offer,  taxes,  liens and charges of whatever nature,  with respect to the
issuance thereof.

      8. Registration  Rights Agreement.  The Holder of this Warrant is entitled
to have the shares of Common  Stock  purchased  in the  Offering and the Warrant
Shares  issuable upon exercise of this Warrant  registered  for resale under the
1933 Act,  pursuant to and in accordance with the Registration  Rights Agreement
dated as of the date hereof by and between the Holder and the Company.

      9. Notices.  All notices and other  communications from the Company to the
Holder of this Warrant  shall be mailed by first class,  registered or certified
mail, postage prepaid, to the address furnished to the Company in writing by the
Holder.

      10.  Change;  Modifications;  Waiver.  No  terms  of this  Warrant  may be
amended, waived or modified except by the express written consent of the Company
and the Holder.

      11. Headings. The headings in this Warrant are for purposes of convenience
in reference only, and shall not be deemed to constitute a part hereof.

      12. Governing Law, Etc. This Warrant shall be governed by and construed in
accordance with the internal laws of the State of New York without regard to the
conflicts of laws  principles  thereof.  The parties  hereto hereby  irrevocably
agree that any suit or proceeding arising directly and/or indirectly pursuant to
or under  this  Warrant,  shall be brought  solely in a federal  or state  court
located in the City, County and State of New York. By its execution hereof,  the
parties hereby covenant and irrevocably  submit to the in personam  jurisdiction
of the federal  and state  courts  located in the City,  County and State of New
York and agree  that any  process in any such  action may be served  upon any of
them  personally,  or by certified  mail or  registered  mail upon them or their
agent,  return  receipt  requested,  with the same full  force and  effect as if
personally served upon them in New York City. The parties hereto waive any claim
that  any such  jurisdiction  is not a  convenient  forum  for any such  suit or
proceeding  and any defense or lack of in  personam  jurisdiction  with  respect
thereto.  In the event of any such action or  proceeding,  the party  prevailing
therein  shall be entitled to payment  from the other party hereto of all of its
reasonable legal fees and expenses.

                                      -6-
<PAGE>

Dated:                  , 2005


                                       LEV PHARMACEUTICALS, INC.


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




                                      -7-
<PAGE>

                                    EXHIBIT A

                                SUBSCRIPTION FORM

                 (To be executed only upon exercise of Warrant)



         The undersigned  registered owner of this Warrant irrevocably exercises
this  Warrant and  purchases  _______ of the number of shares of Common Stock of
Lev  Pharmaceuticals,  Inc.,  purchasable with this Warrant,  and herewith makes
payment therefor (either in cash or pursuant to the cashless exercise provisions
set forth in  Section 1 of the  Warrant),  all at the price and on the terms and
conditions specified in this Warrant.


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




                                                --------------------------------
                                                (Signature of Registered Owner)


                                                --------------------------------
                                                (Street Address)


                                                --------------------------------
                                                (City / State / Zip Code)
<PAGE>

                                    EXHIBIT B

                               FORM OF ASSIGNMENT


         FOR VALUE  RECEIVED the  undersigned  registered  owner of this Warrant
hereby  sells,  assigns and transfers  unto the Assignee  named below all of the
rights of the undersigned  under the within Warrant,  with respect to the number
of shares of Common Stock set forth below:

          Name of Assignee              Address               Number of Shares
          ----------------              -------               ----------------


and does hereby  irrevocably  constitute and appoint  __________________________
Attorney  to make  such  transfer  on the  books of Lev  Pharmaceuticals,  Inc.,
maintained for the purpose, with full power of substitution in the premises.

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



                                   ---------------------------------------------
                                   (Signature)


                                   ---------------------------------------------
                                   (Witness)


         The   undersigned   Assignee  of  the  Warrant   hereby  makes  to  Lev
Pharmaceuticals,  Inc., as of the date hereof, with respect to the Assignee, all
of the  representations  and warranties made by the Holder,  and the undersigned
Assignee  agrees to be bound by all the terms and  conditions of the Warrant and
the Lev Pharmaceuticals,  Inc. Registration Rights Agreement,  dated as of April
__, 2005, by and between Lev Pharmaceuticals, Inc. and the Holder.


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



                                                --------------------------------
                                                (Signature)