EXHIBIT 4.2


THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR
OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR
EXEMPTION FROM REGISTRATION UNDER THE FOREGOING LAWS. ACCORDINGLY, THIS WARRANT
MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF WITHOUT (i) AN OPINION OF
COUNSEL SATISFACTORY TO ISSUER THAT SUCH SALE, TRANSFER OR OTHER DISPOSITION MAY
LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND
APPLICABLE STATE SECURITIES LAWS OR (ii) SUCH REGISTRATION.


                              ORPHAN MEDICAL, INC.

                                     WARRANT
                                   TO PURCHASE
                                    SHARES OF
                       SERIES D NON-VOTING PREFERRED STOCK


            For value received, UBS Capital II LLC, its successors or assigns
("Holder"), is entitled to purchase from Orphan Medical, Inc., a Minnesota
corporation (the "Company"), up to 282,353 fully paid and nonassessable shares
of the Company's Series D Non-Voting Preferred Stock, $0.01 par value per share
(the "Series D Preferred Stock"), or such greater or lesser number of Series D
Preferred Stock as may be determined by application of the anti-dilution
provisions of this Warrant, at the warrant exercise price set forth in Section 2
hereof.

            This Warrant is subject to the following terms and conditions:

            1. Exercise. The rights represented by this Warrant may be exercised
by the Holder, in whole or in part, by written election, in the form set forth
below, by the surrender of this Warrant (properly endorsed if required) at the
principal office of the Company, by payment to it by cash, certified check or
bank draft of the Warrant Exercise Price (as defined in Section 2 hereof) for
the shares of Series D Preferred Stock to be purchased and by delivery of the
Warrant Exercise form attached hereto or similar documents acceptable to the
Company demonstrating that the sale of the shares to be purchased is exempt from
registration under the Securities Act of 1933, as amended, and any state
securities law.

                                       50
<PAGE>


                The Series D Preferred Stock purchased hereunder shall be deemed
to be issued as of the close of business on the date on which this Warrant has
been exercised by payment to the Company of the Warrant Exercise Price.
Certificates for the shares of stock so purchased, bearing an appropriate
restrictive legend, shall be delivered to the Holder within 15 days after the
rights represented by this Warrant shall have been so exercised, and, unless
this Warrant has expired, a new warrant representing the number of shares, if
any, with respect to which this Warrant has not been exercised shall also be
delivered to the Holder hereof within such time. No fractional shares shall be
issued upon the exercise of this Warrant. This Warrant shall be exercised in
accordance with the provisions of Sections 9(b) and 9(c) hereof.

            2. Warrant Exercise Price. The per share exercise price for the
shares represented by this Warrant (the Warrant Exercise Price") shall be $4.25,
as adjusted pursuant to Section 5 hereof.

            3. Expiration Date. The rights represented by this Warrant may be
exercised by holder at any time or from time to time after July 23, 2002 or upon
the liquidation, dissolution or winding up of the Company, whether voluntary or
involuntary, whichever is earlier, and prior to August 2, 2006. The Company has
the right to require the Holder to exercise this Warrant, in whole or in part,
any time after July 23, 2002 in the event the last sale price of Company's
common stock is equal to or greater than $13 per share for the ten (10)
consecutive trading days immediately preceding the date the Company gives the
Holder notice of the Company's election to require the exercise of all or a part
of this Warrant (the "Notice Date"). The portion of this Warrant required by the
Company to be exercised will expire on the 30th day following the Notice Date
unless exercised by the Holder on or before such 30th day.

            4. Shares. All shares that may be issued upon the exercise of the
rights represented by this Warrant shall, upon issuance, be duly authorized and
issued, fully paid and nonassessable shares. During the period within which the
rights represented by this Warrant may be exercised, the Company shall at all
times have authorized and reserved for the purpose of issue or transfer upon
exercise of the subscription rights evidenced by this Warrant a sufficient
number of shares of its Series D Preferred Stock and shares of common stock in
the case of a Transfer Conversion (as that term is defined in Section 7(b)
hereof), to provide for the exercise of the rights represented by this Warrant.

            5. Adjustment. The Warrant Exercise Price for the Series D Preferred
Stock issuable upon exercise of this Warrant or issuable upon a Transfer
Conversion, shall be subject to adjustment from time to time as hereinafter
provided in this Section 5:

                        (a) If the Company at any time divides the outstanding
            shares of its common stock into a greater number of shares (whether
            pursuant to a stock split, stock dividend or otherwise), and
            conversely, if the outstanding shares of its common stock are
            combined into a smaller number of shares, the Warrant Exercise Price
            for the Series D Preferred Stock in effect immediately prior to such
            division or combination of the Company's common stock

                                       51
<PAGE>


            shall be proportionately adjusted to reflect the reduction or
            increase in the value of each such common share.

                        (b) If any capital reorganization or reclassification of
            the capital stock of the Company, or consolidation or merger of the
            Company with another corporation, the sale of all or substantially
            all of its assets to another corporation or a Change of Control
            shall be effected in such a way that holders of the Company's common
            stock shall be entitled to receive stock, securities or assets with
            respect to or in exchange for such common stock, then, as a
            condition of such reorganization, reclassification, consolidation,
            merger or sale, the Holder shall have the right, at its option, to
            (i) purchase and receive upon the basis and upon the terms and
            conditions specified in this Warrant and in lieu of the shares of
            the Series D Preferred Stock of the Company immediately theretofore
            purchasable and receivable upon the exercise of the rights
            represented hereby, such shares of Series D Preferred Stock or other
            securities as would have been issued or delivered to the Holder if
            Holder had exercised this Warrant and had received such shares of
            Series D Preferred Stock immediately prior to such reorganization,
            reclassification, consolidation, merger or sale; or (ii) purchase
            and receive upon the basis and upon the terms and conditions
            specified in this Warrant and in lieu of the shares of the Series D
            Preferred Stock of the Company immediately theretofore purchasable
            and receivable upon the exercise of the rights represented hereby,
            such assets as would have been issued or delivered to the Holder if
            Holder had exercised this Warrant and had received such shares of
            Series D Preferred Stock immediately prior to such reorganization,
            reclassification, consolidation, merger or sale; or (iii) purchase
            and receive upon the basis and upon the terms and conditions
            specified in this Warrant, a warrant to purchase shares of stock or
            other securities as would have been issued or delivered to the
            Holder if Holder had exercised this Warrant and had received shares
            of Series D Preferred Stock immediately prior to such
            reorganization, reclassification, consolidation, merger or sale.
            With respect to (i), (ii) and (iii) above, in the case of a Change
            of Control (as defined herein), the Holder shall receive, at its
            option, the securities, assets or warrants described above as if it
            had not only exercised this Warrant, but had also participated in
            the transaction that resulted in the Change of Control. In the event
            such a Change of Control resulted from a tender offer or the
            issuance of additional securities by the Company, the Holder shall
            receive from the Company, at its option, an amount equal to the
            excess of the aggregate offer price over the aggregate Warrant
            Exercise Price, as the case may be. For purposes of the preceding
            sentence, the term "aggregate offer price" means the amount that
            would be paid to the Holder in connection with the Change of Control
            if the Holder had exercised this Warrant for shares of Series D
            Preferred Stock. For purposes of this Warrant, the term "Change of
            Control" means any sale or issuance or series of related sales or
            issuances of the Company's voting securities (or securities
            convertible into or exchangeable for voting securities) which
            results in any person or group of affiliated persons (i) owning more
            than 50% of the Company's voting securities outstanding at the time
            of such sale or issuances, or (ii) having the ability to elect a
            majority of the Company's Board of Directors.

                                       52
<PAGE>


                            The Company shall not effect any such consolidation,
            merger or sale unless prior to the consummation thereof the
            successor corporation (if other than the Company) resulting from
            such consolidation or merger or the corporation purchasing such
            assets shall assume by written instrument executed and mailed to the
            Holder at the last address of the Holder appearing on the books of
            the Company the obligation to deliver to the Holder such shares of
            stock, securities or assets as, in accordance with the foregoing
            provisions, the Holder may be entitled to purchase. Further
            adjustment to the Warrant Exercise Price shall be made for
            successive recapitalizations, reclassifications, consolidations,
            mergers, sale of assets or Changes of Control as shall be
            appropriate under the circumstances.

                        (c) If and whenever the Company shall (1) issue or sell
            any shares of its common stock for a consideration per share less
            than the Warrant Exercise Price in effect immediately prior to the
            time of such issuance or sale, (2) issue or sell any warrants,
            options or other rights to acquire shares of its common stock at a
            purchase price less than the Warrant Purchase Price in effect
            immediately prior to the time of such issuance or sale, (3) amend
            the terms of any existing warrants, options or other rights to
            acquire shares of common stock, or otherwise adjust the purchase
            price for shares of common stock issuable upon the exercise of such
            warrants, options or other rights to acquire shares of common stock,
            such that the purchase price for such shares of common stock is less
            than the Warrant Exercise Price in effect immediately prior to the
            time of such amendment or adjustment, or (4) issue or sell any other
            securities that are convertible into shares of its common stock for
            a purchase or exchange price less than the Warrant Exercise Price in
            effect immediately prior to the time of such issuance or sale
            (except for Permitted Issuances (as that term is defined in Article
            I Section 8 of the Company's Certificate of Designation for Series B
            Convertible Preferred Stock)), then, upon such issuance or sale, the
            Warrant Exercise Price shall be reduced to the price at which such
            shares of common stock are being issued or sold by the Company or
            the price at which such other securities are exercisable or
            convertible into shares of the Company's common stock. For purposes
            of this Warrant, the term "consideration per share" for which common
            stock is issued or issuable shall mean (1) with respect to the
            issuance, grant or sale of options or warrants to purchase shares of
            common stock, an amount determined by dividing (i) the total amount,
            if any, received or receivable by the Corporation as consideration
            for the granting or sale of such options or warrants, plus the
            minimum aggregate amount of additional consideration payable to the
            Corporation upon exercise of all such options and warrants, plus in
            the case of such options which relate to convertible securities, the
            minimum aggregate amount of additional consideration, if any,
            payable to the Corporation upon the issuance or sale of such
            convertible securities and the conversion or exchange thereof, by
            (ii) the total maximum number of shares of common stock issuable
            upon the exercise of such options and warrants or upon the
            conversion or exchange of all such convertible securities issuable
            upon the exercise of such options, and (2) with respect to the
            issuance, grant or sale of common stock of the Company or securities
            directly or indirectly exercisable or convertible into shares of
            common stock, an amount determined by dividing (i) the total amount
            received or receivable by the Corporation as consideration for the
            issue or

                                       53
<PAGE>


            sale of such convertible securities, plus the minimum aggregate
            amount of additional consideration, if any, payable to the
            Corporation upon the conversion or exchange thereof, by (ii) the
            total maximum number of shares of common stock issuable upon the
            conversion or exchange of all such convertible securities.

                        (d) If the Company takes any other action, or if any
            other event occurs, which does not come within the scope of the
            provisions of Section 5(a), 5(b) or 5(c), but which should result in
            an adjustment in the Warrant Exercise Price and/or the number of
            shares subject to this Warrant in order to fairly protect the
            purchase rights of the Holder, an appropriate adjustment in such
            purchase rights shall be made by the Company.

                        (e) Upon each adjustment of the Warrant Exercise Price,
            the Holder shall thereafter be entitled to purchase, at the Warrant
            Exercise Price resulting from such adjustment, the number of shares
            of Series D Preferred Stock obtained by multiplying the Warrant
            Exercise Price in effect immediately prior to such adjustment by the
            number of shares of Series D Preferred Stock purchasable pursuant
            hereto immediately prior to such adjustment and dividing the product
            thereof by the Warrant Exercise Price resulting from such
            adjustment.

                        (f) Upon any adjustment of the Warrant Exercise Price,
            the Company shall give written notice thereof to the Holder stating
            the Warrant Exercise Price resulting from such adjustment and the
            increase or decrease, if any, in the number of shares of Series D
            Preferred Stock purchasable at such price upon the exercise of this
            Warrant, setting forth in reasonable detail the method of
            calculation and the facts upon which such calculation is based.

            6. Rights as Shareholder. This Warrant shall not entitle the Holder
to any voting rights or other rights except as provided in the Stock Purchase
Agreement dated as of August 2, 1999, by and between the Company and UBS Capital
II LLC (the "Stock Purchase Agreement").

            7. Transfer.

                        (a) This Warrant and all rights hereunder are
            transferable, in whole or in part, at the principal office of the
            Company by the holder hereof in person or by duly authorized
            attorney, upon surrender of this Warrant properly endorsed. The
            bearer of this Warrant, when endorsed, 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 by this Warrant, 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 owner hereof as the owner for all purposes.

                        (b) In the event this Warrant and all rights hereunder
            are transferred, in whole or in part, to a Permitted Investor, any
            rights to purchase shares of Series D Preferred Stock

                                       54
<PAGE>


            pursuant to the exercise of this Warrant, or any transferred portion
            thereof will automatically be converted into a right to purchase
            shares of the Company's common stock (a "Transfer Conversion"). The
            conversion rate applicable to a Transfer Conversion shall be one
            share of common stock for each share of Series D Preferred Stock.

                        (c) For purposes of Section 7(b), the following
            definitions apply:

                              (i) "Permitted Investor" means a Person that is
                        not (a) the Beneficial Owner, directly or indirectly, of
                        ten percent (10%) or more of the Company's outstanding
                        stock or other securities entitled to vote, or has or
                        shares the power to dispose of, or direct the
                        disposition of, such stock or securities, (b) a Person
                        that directly or indirectly controls, is controlled by,
                        or is under common control with, the Company (an
                        "Affiliate"), or (c) any corporation or organization of
                        which the Company is an officer or partner, is the
                        Beneficial Owner, directly or indirectly, of ten percent
                        (10%) or more of the Company's outstanding stock or
                        other securities entitled to vote (an "Associate").

                                        (A) A Person shall not be considered a
                              Beneficial Owner for purposes of Section 7(c)(i)
                              if such Person was not a Beneficial Owner of ten
                              percent (10%) or more of the Company's outstanding
                              stock or other securities entitled to vote, or has
                              or shares the power to dispose of, or direct the
                              disposition of, such stock or securities
                              immediately prior to a repurchase of shares,
                              recapitalization of the Company or similar action
                              and became a Beneficial Owner as defined in
                              Section 7(c)(ii) solely as a result of such share
                              repurchase, recapitalization or similar action
                              unless, (i) the repurchase, recapitalization,
                              conversion, or similar action was proposed by or
                              on behalf of, or pursuant to, any agreement,
                              arrangement, relationship, understanding, or
                              otherwise (whether or not in writing) with, the
                              Person or is an Affiliate or Associate of the
                              Person, or (ii) the Person thereafter acquires a
                              beneficial ownership, directly or indirectly, of
                              the Company's outstanding shares entitled to vote
                              and, immediately after such acquisition, is the
                              Beneficial Owner, directly or indirectly, of ten
                              percent (10%) or more of the Company's outstanding
                              stock or other shares entitled to vote.

                              (ii) "Beneficial Owner" means a Person who,
                        directly or indirectly through any written or oral
                        agreement, arrangement, relationship, understanding, or
                        otherwise, has or shares the power to vote, or direct
                        the voting of, shares or securities of the Company
                        entitled to vote, or has or shares the power to dispose
                        of, or direct the disposition of, such shares of
                        securities; provided, that a Person shall not be deemed
                        the beneficial owner of shares or securities of the
                        Company (a) tendered pursuant to a tender offer or
                        exchange offer made by the Person or any of such
                        Person's Affiliates or Associates until the tendered
                        shares or securities are accepted for purchase or

                                       55
<PAGE>


                        exchange, (b) if such beneficial ownership arises solely
                        from a revocable proxy given in response to a proxy
                        solicitation required to be made and made in accordance
                        with the applicable rules and regulations under the
                        Securities Exchange Act of 1934, as amended (the
                        "Securities Exchange Act"), and is not then reportable
                        under the Securities Exchange Act, or, if the Company is
                        not subject to the Securities Exchange Act, would have
                        been required to be made and would not have been
                        reportable even if the Company had been subject to the
                        Securities and Exchange Act.

                              (iii) "Affiliate" shall have the meaning assigned
                        to that term in Section 7(c)(i) hereof.

                              (iv) "Associate" shall have the meaning assigned
                        to that term in Section 7(c)(i) hereof.

                              (v) "Person" means any individual, partnership,
                        limited liability company, association, corporation,
                        estate, trust or other entity.

                        (d) In the event this Warrant and all rights hereunder,
            are re-acquired, in whole or in part, by Investor (as defined in the
            Stock Purchase Agreement") prior to July 23, 2002, the shares of
            common stock into which the shares of Series D Preferred Stock were
            converted upon a Transfer Conversion shall automatically be
            converted into shares of Series D Preferred Stock at a conversion
            rate of one share of Series D Preferred Stock for each share of
            common stock.

            8. Notices. All demands and notices to be given hereunder shall be
delivered or sent by first class mail, postage prepaid; in the case of the
Company, addressed to its corporate headquarters, 13911 Ridgedale Drive,
Minnetonka, Minnesota, 55305, until a new address shall have been substituted by
like notice; and in the case of Holder, addressed to Holder at the address
written below, until a new address shall have been substituted by like notice,
with a copy to:

                      Nancy Fuchs, Esq.
                      Kaye, Scholer, Fierman, Hays & Handler, LLP
                      425 Park Avenue
                      New York, NY 10022
                      Facsimile: (212) 836-8689

            9. Additional Right to Convert Warrant.

                        (a) The holder of this Warrant shall have the right to
            require the Company to convert this Warrant (the "Conversion Right")
            at any time after it is exercisable, but prior to its expiration,
            into shares of Series D Preferred Stock as provided for in this
            Section 9. Upon exercise of the Conversion Right, the Company shall
            deliver to the Holder (without payment

                                       56
<PAGE>


            by the Holder of any Warrant Exercise Price) that number of shares
            of Company's Series D Preferred Stock, as the case may be, equal to
            the result obtained by multiplying (i) the number of shares with
            respect to which the Warrant is being exercised by (ii) the quotient
            obtained by dividing (x) the value of the Warrant at the time the
            Conversion Right is exercised (determined by subtracting the
            aggregate Warrant Exercise Price for the warrant shares in effect
            immediately prior to the exercise of the Conversion Right from the
            aggregate fair market value for the warrant shares immediately prior
            to the exercise of the Conversion Right) by (y) the aggregate fair
            market value for the warrant shares immediately prior to the
            exercise of the Conversion Right.

                        (b) The Conversion Right may be exercised by the Holder,
            at any time or from time to time, prior to its expiration, on any
            business day by delivering written notice to the Company (the
            "Conversion Notice") at the offices of the Company exercising the
            Conversion Right and specifying (i) the total number of shares with
            respect to which the Warrant is being exercised and (ii) a place and
            date not less than one or more than 20 business days from the date
            of the Conversion Notice for the closing of such purchase.

                        (c) At any closing under Section 9(b) hereof, (i) Holder
            will surrender the Warrant and (ii) the Company will deliver to
            Holder a certificate or certificates for the number of shares of the
            Company's Series D Preferred Stock (or common stock, as the case may
            be under Section 7(b) hereof) issuable upon such conversion,
            together with cash, in lieu of any fraction of a share, and (iii)
            the Company will deliver to Holder a new warrant representing the
            number of shares, if any, with respect to which the Warrant shall
            not have been exercised.

                        (d) Fair market value for a warrant share as of a
            particular date (the "Determination Date") shall mean:

                              (i) The average of the closing bid or last sale
                        prices of the Company's common stock, respectively,
                        reported for the ten (10) business days immediately
                        preceding the Determination Date if the Company's common
                        stock is reported on the New York Stock Exchange
                        Composite Tape, or, if the Company's common stock is not
                        listed or admitted to trading on such exchange, on the
                        principal national securities exchange on which the
                        Company's common stock is listed or admitted to trading,
                        or if the common stock is not listed or admitted to
                        trading on any national securities exchange, on the
                        NASDAQ National Market System.

                              (ii) If the Company's common stock is not admitted
                        for quotation on the NASDAQ National Market System, then
                        the average of the high bid and low asked prices
                        reported for the ten (10) business days immediately
                        preceding the Determination Date as recorded by the
                        National Association of Securities Dealers, Inc. through
                        NASDAQ, or if the National Association of Securities
                        Dealers, Inc. through NASDAQ shall not have reported any
                        bid and asked prices for the

                                       57
<PAGE>


                        Company's common stock for the ten (10) day period
                        immediately preceding the Determination Date, the
                        average of the bid and asked prices for such ten (10)
                        day period as furnished by any New York Stock Exchange
                        member firm selected from time to time by the Company
                        for such purpose.

                              (iii) If no bid and asked prices can be obtained
                        from any firm identified in Section 9(d)(ii), then the
                        value of one share of the Company's common stock on such
                        date as determined by the mutual agreement of the
                        Company and the holders of the right to purchase a
                        majority of the shares issuable under this Warrant, or,
                        if no such agreement can be reached within 30 days from
                        such date, then as determined by an independent
                        appraiser mutually acceptable to the parties.

                        (e) Holder of this Warrant shall have the right to pay
            for all or any portion of the Series C Warrant Exercise Price or
            Series D Warrant Exercise Price for shares of Series C Preferred
            Stock or Series D Preferred Stock purchased hereunder by
            cancellation of all or any part of the Company's obligation to
            Holder under the terms of that certain Promissory Note dated as of
            August 2, 1999, in the face amount of $2,050,000.

                        (f) Holder of this Warrant shall have the right, at any
            time on or after the date of this Warrant, to receive securities,
            assets or cash in the event of a liquidation, dissolution or winding
            up of the Company (each such event a "Liquidity Event"). The amount
            of such securities, assets or cash Holder shall be entitled to
            receive under this Section 9(f) shall be an amount equal to the
            difference between the Series D Warrant Exercise Price and the
            amount of consideration Holder would have received if Holder had
            exercised this Warrant for shares of Series D Preferred Stock.




            [REMAINING PORTION OF THIS PAGE INTENTIONALLY LEFT BLANK]

                                       58
<PAGE>


            IN WITNESS WHEREOF, the Company has caused this Warrant to be
executed and delivered by a duly authorized officer.

Dated: August 2, 1999


                                       ORPHAN MEDICAL, INC.



                                       By /s/ John Howell Bullion
                                          --------------------------------------
                                           John Howell Bullion
                                           Chief Executive Officer




[Name and Address of Holder]

                                       59
<PAGE>


                                WARRANT EXERCISE

                (To be signed only upon exercise of this warrant)

            The undersigned, the Holder of the foregoing Warrant, hereby
irrevocably elects to exercise the purchase right represented by such warrant
for, and to purchase thereunder, __________ shares of Series D Preferred Stock
of Orphan Medical, Inc., to which such warrant relates and herewith makes
payment of $__________ therefor in cash, certified check or bank draft and
requests that the certificates for such shares be issued in the name of, and be
delivered to ____________________, whose address is set forth below the
signature of the undersigned.

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


                                       Signature

If shares are to be issued other than to Holder: Social Security or other Tax
Identification No.




Please print present name and address

                                       60
<PAGE>


                               WARRANT ASSIGNMENT

                (To be signed only upon transfer of this warrant)

            FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto _______________ the right represented by the foregoing Warrant to
purchase the shares of Series D Preferred Stock of Orphan Medical, Inc. and
appoints ____________________ attorney to transfer such right on the books of
Orphan Medical, Inc. with full power of substitution in the premises.

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



                                       Signature

                                       Social Security or other Tax
                                       Identification No.

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


Please print present name and complete address


                                       61