FORM OF $11.375 WARRANT

Exhibit 4.2



THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") THE HOLDER HEREOF,
BY PURCHASING THIS SECURITY, AGREES FOR THE BENEFIT OF EMCORE CORPORATION (THE
"COMPANY") THAT THIS SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED
ONLY: (1) TO THE COMPANY (UPON REPURCHASE THEREOF OR OTHERWISE), (2) IN AN
OFFSHORE TRANSACTION IN ACCORDANCE WITH THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, PROVIDED THAT THE
CONDITIONS OF REGULATION S FOR RESALES HAVE BEEN SATISFIED, (3) PURSUANT TO AN
EXEMPTION FROM REGISTRATION IN ACCORDANCE WITH RULE 144 (IF AVAILABLE) UNDER THE
SECURITIES ACT, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, (4) IN RELIANCE ON
ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND
SUBJECT TO THE RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL TO THE EFFECT
THAT SUCH TRANSFER DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT, OR
(5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN
EACH CASE IN ACCORDANCE WITH APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES.

Warrant No. ____ Number of Shares: _______

Date of Issuance: June 22, 1998 Price: $11.375 per share
(subject to adjustment)



EMCORE CORPORATION
SOMERSET, NEW JERSEY
ISSUE DATE: JUNE 22, 1998

WARRANT

EMCORE CORPORATION, a New Jersey corporation (the "Company"), for value
received, hereby certifies that _____________ or his registered assigns (the
"Registered Holder"), is entitled, subject to the terms set forth below, to
purchase from the Company, at any time or from time to time on or after June 22,
1998 and on or before May 1, 2001, at no later than 5:00 p.m. (New York City
time), up to ___________ shares of the common stock of the Company ("Common
Stock"), at a purchase price of $11.375 per share. The shares purchasable upon
exercise of this Warrant, and the purchase price per share, each as adjusted
from time to time pursuant to the provisions of this Warrant, are hereinafter
referred to as the "Warrant Shares" and the "Purchase Price," respectively.






1. EXERCISE.

(a) Subject to the requirements of Section 5, this Warrant may
be exercised by the Registered Holder, in whole or in part, by surrendering this
Warrant, with the purchase form appended hereto as EXHIBIT I duly executed by
such Registered Holder or by such Registered Holder's duly authorized attorney,
at the principal office of the Company, or at such other office or agency as the
Company may designate, accompanied by payment in full, in lawful money of the
United States, of the Purchase Price payable in respect of the number of shares
of Warrant Shares purchased upon such exercise.

(b) Each exercise of this Warrant shall be deemed to have been
effected immediately prior to the close of business on the day on which this
Warrant shall have been surrendered to the Company as provided in subsection
1(a) above. At such time, the person or persons in whose name or names any
certificates for warrant shares shall be issuable upon such exercise as provided
in subsection 1(c) below shall be deemed to have become the holder or holders of
record of the Warrant Shares represented by such certificates.

(c) As soon as practicable after the exercise of this Warrant
in full or in part, and in any event within 10 days thereafter, the Company, at
its expense, will cause to be issued in the name of, and delivered to, the
Registered Holder, or such Holder (upon payment by such Holder of any applicable
transfer taxes) as the Registered Holder may direct:

(i) a certificate or certificates for the number of
full Warrant Shares to which such Registered Holder shall be entitled upon such
exercise plus, in lieu of any fractional share to which such Registered Holder
would otherwise be entitled, cash in an amount determined pursuant to Section 4
hereof; and

(ii) in case such exercise is in part only, a new
warrant or warrants (dated the date hereof) of like tenor, calling in the
aggregate on the face or faces thereof for the number of Warrant Shares equal
(without giving effect to any adjustment therein) to the number of such shares
called for on the face or this Warrant minus the number of such shares purchased
by the Registered Holder upon such exercise as provided in subsection 1(a)
above.

2. CALL PROVISION.

This Warrant may be called in whole or in part by the Board of
Directors of the Company upon 30 days written notice to the holder at any time
after October 1, 1998 at a price per warrant of $0.85. No call of this warrant
shall be made unless (i) the Corporation can deliver registered shares of Common
Stock and (ii) the price per share of Common Stock is at least 150% of the
Purchase Price for at least 30 consecutive trading days.

3. ADJUSTMENTS.

(a) EFFECT OF STOCK CHANGES. If, at any time or from
time to time the Company, by stock dividend, stock split, subdivision, reverse
split, consolidation, reclassification






of shares, or other similar structural change, changes as a whole its
outstanding Common Stock into a different number or class of shares, then,
immediately upon the occurrence of the change:

(i) the class of shares into which the
Common Stock has been changed shall replace the Common Stock, for the purposes
of this Warrant and the terms and conditions hereof, so that the registered
owner or owners of this Warrant shall be entitled to receive, and shall receive
upon exercise of this Warrant, shares of the class of stock into which the
Common Stock had been changed;

(ii) the number of shares purchasable upon
exercise of this Warrant shall proportionately be adjusted. (For example, if the
outstanding Common Stock of the Corporation is converted into X stock at the
rate of one (1) share of Common Stock into three (3) shares of X stock, and
prior to the change the Registered Holder of this Warrant were entitled, upon
exercise of this Warrant, to purchase one hundred shares of Common Stock, then
the registered owner or owners shall, after the change, be entitled to purchase
three hundred shares of X stock for the total same exercise price that the owner
or owners had to pay prior to the change to purchase the one hundred shares of
Common Stock); and

(iii) the purchase price per share shall be
proportionately adjusted. (In the above example, the purchase price per share
would be reduced by two-thirds).

Irrespective of any adjustment or change in the number or class of
shares purchasable under this or any other Warrant of like tenor or in the
purchase price per share, this Warrant, as well as any other warrant of like
tenor, may continue to express the purchase price per share and the number and
class of shares purchasable upon exercise of this Warrant as the purchase price
per share and the number and class of shares purchasable were expressed in this
Warrant when it was initially issued.

(b) EFFECT OF MERGER. If at any time while this
Warrant is outstanding another corporation merges into the Company, the
Registered Holder of this Warrant shall be entitled, immediately after the
merger becomes effective and upon exercise of this Warrant, to obtain the same
number of shares of Common Stock of the Company (or shares into which the Common
Stock has been changed as provided in the paragraph of this Warrant covering
changes) to which the owner or owners were entitled upon the exercise hereof to
obtain immediately before the merger became effective at the same exercise
price. The Company shall take any and all steps necessary in connection with the
merger to assure that sufficient shares of Common Stock to satisfy all
conversion and purchase rights represented by outstanding convertible
securities, options and warrants, including this Warrant, are available so that
these convertible securities, options and warrants, including this Warrant, may
be exercised.

(c) EFFECT OF CONSOLIDATION OR SALE. Notwithstanding
any provision of this Warrant concerning the callability of this Warrant, if the
Company consolidates with or merges into another corporation or other entity in
a transaction in which the Company is not the surviving corporation, or receives
an offer to purchase or lease all or substantially all of the assets of the
Company or an offer to purchase forty-five percent (45%) or more of the issued
and outstanding Common Stock of the Company, or if all or substantially all of
the assets of the






Company are sold or leased or forty-five percent (45%) or more of the issued and
outstanding Common Stock of the Company is purchased by any person or group of
persons acting in concert, then this Warrant shall be called by the Company on
the Effective Date of such consolidation or merger or asset sale, or in the case
of an offer to purchase forty-five percent (45%) of the Company's Common Stock,
on the date such offer is accepted by the Company. The right to exercise this
Warrant shall terminate when it is called. The call price shall be determined by
the board of directors of the Company in accordance with the provisions of this
second and third sentences of paragraph 3 hereof as of the time the event
triggering the call occurs, or the value of the securities or the other
consideration that shall be received in the transaction by the owner of a number
of outstanding shares of Common Stock equal to the number of shares purchasable
upon exercise of this Warrant. This call price shall be payable not later than
sixty (60) days after the effective date of the call to the registered owner or
owners of this Warrant upon its surrender for cancellation at the offices of the
Company, together with the transfer or assignment form which forms a part
hereof, duly completed and executed in blank.

(d) DISSOLUTION. In the event that a voluntary or
involuntary dissolution, liquidation or winding up of the Company (other than in
connection with a merger where the Company is the surviving corporation as
covered in this Warrant, or a merger or consolidation with or into another
corporation, a sale or lease of all or substantially all of the assets of the
Company, or a sale of a specified portion or percentage of its stock as covered
in this Warrant) is at any time proposed during the term of this Warrant, the
Company shall give written notice to the registered owner or owners of this
Warrant at least thirty (30) days prior to the record date of the proposed
transaction. The notice must contain:

(i) the date on which the transaction is to
take place;

(ii) the record date (which must be at least
thirty (30) days after the giving of the notice) as of which holders of the
Common Stock entitled to receive distributions as a result of the transaction
shall be determined;

(iii) a brief description of the
transaction;

(iv) a brief description of the
distributions, if any, to be made to holders of the Common Stock as a result of
the transaction; and

(v) an estimate of the fair market value of
the distributions.

On the date of the transaction, if it actually occurs, this Warrant and all
rights existing under this Warrant shall terminate.

4. FRACTIONAL SHARES. The Company shall not be required upon the
exercise of this Warrant to issue any fractional shares, but shall pay in cash
an amount determined by multiplying the fraction to which the Holder is entitled
by the fair market value of the Common Stock on the date of exercise. Should the
Common Stock then be traded on an Exchange or quoted on a quotation system for
which a last sale reporting system is in effect, the reported last sale on the
exercise date shall be deemed to be such fair market value. If the Common Stock
is






quoted on a quotation system without last sale reporting, the fair market value
shall be deemed to be the highest bid price of any broker/dealer regularly
making a market in the Common Stock on the exercise date. In all other cases
fair market value shall be as determined in good faith by the Company.

5. CERTAIN REQUIREMENTS FOR TRANSFER AND EXERCISE.

(a) In the absence of an effective Registration Statement
under the Securities Act of 1933, as amended (the "Act"), it shall be a
condition to any transfer or any exercise of this Warrant that the Issuer shall
be received, at the time of such transfer or exercise:

(i) A representation in writing from the proposed
transferee that the Warrant is being transferred or the Common Stock being
purchased is being acquired for investment and not with a view to any sale or
distribution thereof which would constitute or result in a violation of the Act;

(ii) an opinion of counsel, which opinion is
reasonably satisfactory to the Issuer, that the transaction shall not result in
a violation of state or federal securities laws.

(b) In such case, each certificate representing the Warrant
and the Warrant Shares shall bear a legend substantially in the following form:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING THIS
SECURITY, AGREES FOR THE BENEFIT OF EMCORE CORPORATION (THE
"COMPANY") THAT THIS SECURITY MAY BE RESOLD, PLEDGED OR
OTHERWISE TRANSFERRED ONLY: (1) TO THE COMPANY (UPON
REPURCHASE THEREOF OR OTHERWISE), (2) IN AN OFFSHORE
TRANSACTION IN ACCORDANCE WITH THE MEANING OF REGULATION S
UNDER THE SECURITIES ACT, AS THE SAME MAY BE AMENDED FROM TIME
TO TIME, PROVIDED THAT THE CONDITIONS OF REGULATION S FOR
RESALES HAVE BEEN SATISFIED, (3) PURSUANT TO AN EXEMPTION FROM
REGISTRATION IN ACCORDANCE WITH RULE 144 AVAILABLE) UNDER THE
SECURITIES ACT, AS THE SAME MAY BE AMENDED FROM TIME TO TIME,
(4) IN RELIANCE ON ANOTHER EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, AND SUBJECT TO THE RECEIPT
BY THE COMPANY OF AN OPINION OF COUNSEL TO THE EFFECT THAT
SUCH TRANSFER DOES NOT REQUIRE REGISTRATION UNDER THE
SECURITIES ACT, OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE
WITH APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES.



6. NO IMPAIRMENT. The Company will not, by amendment of its charter or
through reorganization, consolidation, merger, dissolution, sale of assets or
any other voluntary action, avoid or seek to avoid the observance or performance
of any of the terms of this Warrant, but will at all times in good faith assist
in the carrying out of all such terms and in the taking of all such action as
may be necessary or appropriate in order to protect the rights of the holder of
this Warrant against impairment.

7. RESERVATION OF STOCK. The Company will at all times reserve and keep
available, solely for issuance and delivery upon the exercise of this Warrant,
such number of Warrant Shares and other stock, securities and property as from
time to time shall be issuable upon the exercise of this Warrant.

8. EXCHANGE OF WARRANTS. Upon the surrender of the Registered Holder of
any Warrant or Warrants, properly endorsed, to the Company at the principal
office of the Company, the Company will, subject to the provisions of Section 5
hereof, issue and deliver to or upon the order of such Holder, at the Company's
expense, a new Warrant or Warrants of like tenor, in the name of such Registered
Holder or as such Registered Holder (upon payment by such Registered Holder of
any applicable transfer taxes) may direct.

9. REPLACEMENT OF WARRANTS. Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and (in the case of loss, theft or destruction) upon delivery of an
indemnity agreement (with surety if reasonably required in an amount reasonably
satisfactory to the Company), or in the case of mutilation upon surrender and
cancellation of this Warrant, the Company will issue, in lieu thereof, a new
Warrant of like tenor.

10. TRANSFERS, ETC.

(a) The Company will maintain a register containing the names
and addresses of the Registered Holders of this Warrant. Any Registered Holders
may change its or his address as shown on the warrant register by written notice
to the Company requesting such change.

(b) Subject to the provisions of Section 5 hereof, this
Warrant and all rights hereunder are transferable, in whole or in part, upon
surrender of this Warrant with a properly executed assignment (in the form of
EXHIBIT II hereto) at the principal office of the Company.

(c) Until any transfer of this Warrant is made in the warrant
register, the Company may treat the Registered Holder of this Warrant as the
absolute owner hereof for all purposes; PROVIDED, HOWEVER, that if and when this
Warrant is properly assigned in blank, the Company may (but shall not be
obligated to) treat the bearer hereof as the absolute owner hereof for all
purposes, notwithstanding any notice to the contrary.

11. REQUIRED NOTICES. The Company shall give the Registered Holder such
notices as it may, from time to time, be required to give the holders of the
Common Stock, as if the Registered Holder was a holder of Common Stock at the
time such notices are required to be given. The Company shall also give
Registered Holder written notice of: (i) each adjustment of the Purchase Price
or other warrant item made pursuant to Section 2 hereof; and (ii) of each





dividend and distribution payable with respect to any security which may be
acquired by exercise of the Warrant, at least ten (10) business days prior to
the record date for such dividend or distribution so that the Registered Holder
may exercise the warrant and participate in the dividend or distribution

12. MAILING OF NOTICES, ETC. All notices and other communications from
the Company to the Registered Holder of this Warrant shall be mailed by
first-class certified or registered mail, postage prepaid, to the address
furnished to the Company in writing by the last Registered Holder of this
Warrant who shall have furnished an address to the Company in writing. All
notices and other communications from the Registered Holder of this Warrant who
shall have furnished an address to the Company in writing. All notices and other
communications from the Registered Holder of this Warrant or in connection
herewith to the Company shall be mailed by first-class certified or registered
mail, postage prepaid, to the Company at its principal office set forth below.
If the Company should at any time change the location of its principal office to
a place other than as set forth below, it shall give prompt written notice to
the Registered Holder of this Warrant and thereafter all references in this
Warrant to the location of its principal office at the particular time shall be
as so specified in such notice.

EMCORE Corporation
Attention: Secretary
394 Elizabeth Avenue
Somerset, New Jersey 08873-1214

13. NO RIGHTS AS STOCKHOLDER. Until the exercise of this Warrant, the
Registered Holder of this Warrant shall not have or exercise any rights by
virtue hereof as a stockholder of the Company.

14. CHANGE OR WAIVER. Any term of this Warrant may be changed or waived
only by an instrument in writing signed by the party against which enforcement
of the change or waiver is sought.

15. HEADINGS. The headings in this Warrant are for purposes of
reference only and shall not limit or otherwise affect the meaning of any
provision of this Warrant.

16. GOVERNING LAW. This Warrant will be governed by and construed in
accordance with the internal laws of the State of New Jersey.


EMCORE CORPORATION


[CORPORATE SEAL] By:
-------------------------------
Reuben Richards, President

ATTEST:


- -----------------------------------
Thomas G. Werthan, Secretary





Exhibit I
PURCHASE FORM


TO: EMCORE CORPORATION Dated: __________________


The undersigned, pursuant to the provisions set forth in the
attached Warrant (No. _____, hereby irrevocably elects to purchase __________
shares of the Common Stock of Emcore Corporation covered by such Warrant and
herewith makes payment of $_____________ representing the full purchase price
for such shares at the price per share provided for in such Warrant either in
cash or by delivery of an equal principal amount of the Company's Floating Rate
Subordinated Note, due May 1, 2001, in an equal amount.

Holder: _____________________________

Address:_____________________________


Phone:_______________________________

Fax:_________________________________





Exhibit II

ASSIGNMENT FORM

FOR VALUE RECEIVED, ___________________ hereby sells, assigns
and transfers all of the rights of the undersigned under the attached Warrant
(No. __________) including the right to purchase the number of shares of EMCORE
Corporation Common Stock covered thereby set forth below, unto:


NAME OF ASSIGNEE ADDRESS NO. OF SHARES
---------------- ------- -------------







Dated:________________________________

Signature:____________________________


Dated:________________________________

Witness:______________________________