EXHIBIT 4.1

THE SECURITIES  REPRESENTED BY THIS CERTIFICATE ARE NOT TRANSFERABLE WITHOUT THE
EXPRESS WRITTEN CONSENT OF MANHATTAN  PHARMACEUTICALS,  INC. (THE "COMPANY") AND
HAVE NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  OR ANY
APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED
OR  HYPOTHECATED  OR  OTHERWISE  TRANSFERRED  IN THE  ABSENCE OF A  REGISTRATION
STATEMENT  IN  EFFECT  WITH  RESPECT  TO THE  SECURITIES  UNDER  SUCH  ACT OR AN
EXEMPTION  THEREFROM.  ANY SUCH TRANSFER MAY ALSO BE SUBJECT TO APPLICABLE STATE
SECURITIES LAWS.

                         MANHATTAN PHARMACEUTICALS, INC.


                     Warrant for the Purchase of Shares of
                     -------------------------------------
                                  Common Stock
                                  ------------

CSW No.                                                                   Shares

         FOR  VALUE  RECEIVED,  MANHATTAN  PHARMACEUTICALS,   INC.,  a  Delaware
corporation (the "COMPANY"),  hereby certifies that __________ or his registered
assigns (the "Holder") is entitled to purchase from the Company,  subject to the
provisions of this Warrant,  at any time  commencing  from the date hereof until
[DATE], 2007 (the "TERMINATION DATE"), [_________] fully paid and non-assessable
shares of the common stock,  $.001 par value, of the Company ("COMMON STOCK") at
an initial per share  exercise  price equal to $1.60,  and an initial  aggregate
exercise  price of $ ______.  The shares of Common Stock or other  securities or
property deliverable upon such exercise are hereinafter sometimes referred to as
the "WARRANT SHARES." The exercise price of a share of Common Stock in effect at
any time is hereinafter  sometimes referred to as the "PER SHARE EXERCISE PRICE"
and the aggregate  purchase  price payable for the Warrant  Shares  hereunder is
hereinafter  sometimes  referred  to as the  "AGGREGATE  EXERCISE  PRICE."  This
Warrant is one of a duly authorized issue of Warrants constituting components of
units sold by the Company on the date hereof (collectively, the "WARRANTS").

         1. EXERCISE OF WARRANT.

         (a) This Warrant may be  exercised in whole or in part,  at any time by
the Holder commencing upon the date hereof and prior to the Termination Date:

            (i)  by  presentation  and  surrender  of  this  Warrant  (with  the
subscription  form at the end hereof duly  executed) at the address set forth in
Subsection  8(a) hereof,  together with  payment,  by certified or official bank
check payable to the order of the Company,  of the Aggregate  Exercise  Price or
the proportionate part thereof if exercised in part.


<PAGE>

            (ii) by the  surrender of this Warrant  (with the cashless  exercise
form at the end hereof duly executed) (a "Cashless Exercise") at the address set
forth in Section 8(a) hereof.  Such presentation and surrender shall be deemed a
waiver of the Holder's  obligation to pay the Aggregate  Exercise  Price, or the
proportionate part thereof if this Warrant is exercised in part. In the event of
a Cashless  Exercise,  the Holder shall  exchange its Warrant for that number of
Warrant Shares subject to such Cashless Exercise  multiplied by a fraction,  the
numerator  of which shall be the  difference  between (A) the last sale price of
the  Common  Stock on the  trading  day  prior to such  date or, in case no such
reported  sales take place on such day, the average of the last reported bid and
asked  prices of the Common  Stock on such day, in either case on the  principal
national securities exchange on which the Common Stock is admitted to trading or
listed,  or if not  listed or  admitted  to trading  on any such  exchange,  the
representative  closing  sale  price  of the  Common  Stock as  reported  by the
National  Association of Securities  Dealers,  Inc. Automated  Quotations System
("NASDAQ"),  or other similar organization if NASDAQ is no longer reporting such
information,  or, if the Common  Stock is not  reported on NASDAQ,  the high per
share sale price for the Common Stock in the over-the-counter market as reported
by  the  National  Quotation  Bureau  or  similar  organization,  or if  not  so
available, the fair market value of the Common Stock as determined in good faith
by the Board of Directors  (the  "Current  Market  Price") and (B) the Per Share
Exercise  Price,  and the  denominator of which shall be the then Current Market
Price. For purposes of any computation under this Section 1(a), the then Current
Market Price shall be based on the trading day immediately prior to the Cashless
Exercise.

         (b) If this Warrant is exercised in part only, the Company shall,  upon
presentation  of this Warrant upon such exercise,  execute and deliver (with the
certificate  for the Warrant  Shares  purchased)  a new Warrant  evidencing  the
rights of the  Holder  hereof to  purchase  the  balance of the  Warrant  Shares
purchasable  hereunder  upon the same terms and  conditions as herein set forth.
Upon  proper  exercise  of this  Warrant,  the Company  promptly  shall  deliver
certificates for the Warrant Shares to the Holder duly legended as authorized by
the  subscription  form. No  fractional  shares shall be issued upon exercise of
this  Warrant.  With respect to any fraction of a share called for upon exercise
hereof,  the  Company  shall pay to the  Holder an amount in cash  equal to such
fraction  multiplied  by the  Current  Market  Price of one (1)  share of Common
Stock.

         2. RESERVATION OF WARRANT SHARES; FULLY PAID SHARES; TAXES. The Company
hereby  undertakes  until  expiration of this Warrant to reserve for issuance or
delivery  upon  exercise  of this  Warrant,  such number of shares of the Common
Stock as shall be required for issuance  and/or  delivery  upon exercise of this
Warrant in full, and agrees that all Warrant  Shares so issued and/or  delivered
will be validly issued, fully paid and non-assessable, and further agrees to pay
all taxes and charges that may be imposed upon such issuance and/or delivery.

         3. REGISTRATION UNDER SECURITIES ACT OF 1933, AS AMENDED. The Holder of
this Warrant shall have the registration  rights as provided in Article V of the
Common Stock and Warrant Purchase Agreement (the "Purchase  Agreement") dated as
of the date  hereof  between  the  Company  and such  Holder  (or such  Holder's
predecessor  in  interest).  If the  Holder  is  not a  party  to  the  Purchase
Agreement,  by  acceptance  of this  Warrant  the Holder  agrees to comply  with
provisions  of Article V of the  Purchase  Agreement to the same extent as if it
were a party thereto.


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<PAGE>

         4.  LIMITED   TRANSFERABILITY.   In  addition  to  the   limitation  on
transferability  set forth in Section 1(a) hereof, this Warrant may not be sold,
transferred,  assigned or  hypothecated  by the Holder except in compliance with
the provisions of the Act and the applicable  state  securities "blue sky" laws,
and is so  transferable  only upon the books of the Company which it shall cause
to be maintained for such purpose.  The Company may treat the registered  Holder
of this  Warrant as he or it appears on the  Company's  books at any time as the
Holder for all purposes. The Company shall permit any Holder of a Warrant or his
duly authorized  attorney,  upon written request during ordinary business hours,
to inspect  and copy or make  extracts  from its books  showing  the  registered
holders of Warrants. All Warrants issued upon the transfer or assignment of this
Warrant  will be dated  the same  date as this  Warrant,  and all  rights of the
holder thereof shall be identical to those of the Holder.

         5. LOSS, ETC., OF WARRANT. Upon receipt of evidence satisfactory to the
Company of the loss,  theft,  destruction or mutilation of this Warrant,  and of
indemnity reasonably  satisfactory to the Company, if lost, stolen or destroyed,
and upon surrender and cancellation of this Warrant,  if mutilated,  the Company
shall  execute and  deliver to the Holder a new Warrant of like date,  tenor and
denomination.

         6. STATUS OF HOLDER.  This  Warrant does not confer upon the Holder any
right  to vote or to  consent  to or  receive  notice  as a  stockholder  of the
Company, as such, in respect of any matters  whatsoever,  or any other rights or
liabilities as a stockholder, prior to the exercise hereof.

         7. NOTICES.  No notice or other  communication under this Warrant shall
be effective unless,  but any notice or other  communication  shall be effective
and shall be deemed to have been given if, the same is in writing  and is mailed
by first-class mail, postage prepaid, addressed to:

         If to the Holder:   the Holder's address
                             indicated on the signature page of the
                             Note Purchase Agreement; or

         If to the Company:  c/o Manhattan Pharmaceuticals, Inc.
                             787 Seventh Avenue, 48th Floor,
                             New York, New York 10019, Attn: Secretary

         8.  HEADINGS.  The  headings of this  Warrant  have been  inserted as a
matter of convenience and shall not affect the construction hereof.

         9.  APPLICABLE  LAW. This Warrant shall be governed by and construed in
accordance with the laws of the State of New York,  without regard to principles
of conflicts of law.  Notwithstanding anything to the contrary contained herein,
in no event may the  effective  rate of  interest  collected  or received by the
Holder  exceed  that which may be charged,  collected  or received by the Holder
under  applicable law. The parties agree to settle any disputes  through binding
arbitration in the city, county and State of New York.



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<PAGE>

         IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by
its President and its corporate seal to be hereunto  affixed and attested by its
Secretary this ___ day of __________, 2002.


                                      MANHATTAN PHARMACEUTICALS, INC.



                                      By:
                                          ----------------------------
                                      Name: David M. Tanen
                                      Title:   President



ATTEST:



--------------------
     Secretary



[Corporate Seal]



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<PAGE>


                                  SUBSCRIPTION
                                  ------------

                  The   undersigned,   ___________________,   pursuant   to  the
provisions  of the  foregoing  Warrant,  hereby  elects to  exercise  the within
Warrant to the extent of purchasing  ____________________ shares of Common Stock
thereunder  and hereby makes  payment of  $___________  by certified or official
bank check in payment of the exercise price therefor.

                  The undersigned  hereby represents and warrants to the Company
that the  undersigned  is  acquiring  the shares of the  Company's  Common Stock
pursuant to exercise of the within  Warrant for  investment  purposes  only. The
undersigned  hereby further  acknowledges that the undersigned  understands that
such shares (a) have not been  registered  under the  Securities Act of 1933, as
amended, and are being issued to the undersigned by the Company in reliance upon
the  foregoing  representation  and warranty and (b) may not be resold except in
accordance with the requirements of the Act,  including Rule 144 thereunder,  if
applicable.  The undersigned  further consents to the placing of a legend on the
certificates for the shares being purchased to the foregoing effect.

Dated:_______________                       Signature:____________________

                                            Address:______________________



                                   ASSIGNMENT
                                   ----------

         FOR VALUE RECEIVED  _______________ hereby sells, assigns and transfers
unto  ____________________  the  foregoing  Warrant  and  all  rights  evidenced
thereby,  and does  irrevocably  constitute  and appoint  _____________________,
attorney,  to transfer  said Warrant on the books of Manhattan  Pharmaceuticals,
Inc.

Dated:_______________                       Signature:____________________

                                            Address:______________________





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<PAGE>


                                CASHLESS EXERCISE
                                -----------------


                  The   undersigned   ___________________,   pursuant   to   the
provisions of the foregoing  Warrant,  hereby elects to exchange its Warrant for
___________________  shares  of Common  Stock,  par value  $.001 per  share,  of
Manhattan Pharmaceuticals,  Inc. pursuant to the Cashless Exercise provisions of
the Warrant.

Dated:_______________                       Signature:____________________

                                            Address:______________________


                               PARTIAL ASSIGNMENT
                               ------------------

                  FOR  VALUE   RECEIVED   _______________   hereby  assigns  and
transfers unto  ____________________ the right to purchase _______ shares of the
Common Stock, no par value per share, of Pain  Management,  Inc.  covered by the
foregoing  Warrant,  and a  proportionate  part of said  Warrant  and the rights
evidenced    thereby,    and   does    irrevocably    constitute   and   appoint
____________________,  attorney,  to transfer  that part of said  Warrant on the
books of Manhattan Pharmaceuticals, Inc.

Dated:_______________                       Signature:____________________

                                            Address:______________________




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