Exhibit 4.2

                              RULES AND REGULATIONS
                          FOR THE AVENTIS STOCK OPTION
                                  PLAN 2002 / 2

                           Grant of November 12, 2002

I.   GENERAL PRINCIPLES AND PURPOSE FOR AVENTIS STOCK OPTION PLAN

A stock option plan is a system that enables its beneficiaries to subscribe
    for new shares in their company (or in the parent company of their group)
    during a certain period, at a price fixed at the opening of the plan and
    that remains fixed during the whole of this period.

The purpose of Aventis stock option plan 2002 / 2 is to foster and promote
    the long-term success of Aventis Group and increase shareholder value by
    motivating superior performance by means of performance-related incentives
    and by encouraging and providing for the acquisition of an ownership
    interest in Aventis Group by employees. The people concerned can therefore
    choose to be fully associated to the running of their company and benefit
    from capital gains if the share price progresses favourably.

Stock option plans of Aventis are governed by the French law and notably by
    Articles L 225-177 to L 225-185 of the Commercial Law concerning business
    corporations.

On the basis of the authorization and the powers which have been given to it
    by the Company's shareholders meeting, the Aventis Management Board has
    decided on the creation of the present Aventis stock option plan 2002 / 2
    and has laid down the conditions within the framework of the legal
    provisions mentioned above. The Management Board can adapt these conditions,
    notably in the case of changes in the regulations relative to the stock
    options.

II. DEFINITIONS

      Whenever used herein, the following terms shall have the respective
      meanings set forth below:

      "Aventis" means Aventis or the Company, as French holding company for an
      international group in the global life sciences industry.


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      "Aventis Group" means the Company together with any company, partnership
      or other group of economic interest or legal entity where at least 10% of
      the capital or voting rights is held directly or indirectly by the
      Company, on the date of exercise.

      "Beneficiary" means any Employee of the Aventis Group designated by the
      Management Board to receive options.

      "Change in control," means exclusively the occurrence of any of the
      following events:

      (a)   carrying out a takeover bid or a public offer of exchange.

      (b)   the direct or indirect acquisition of an interest allowing a new
            shareholder to hold at least 20% of the voting rights in the
            shareholders' meeting, or to increase his/her previous interest so
            as to hold at least 20% of the voting rights in the shareholders'
            meeting.

      (c)   the demerger, the contribution or transferral of significant
            corporate assets of the Company, which necessitate a shareholders'
            meeting of the Company.

      (d)   the direct or indirect intervention of a rival company in the
            management of the Company.

      (e)   the merger-absorption by the Company of a rival company involving
            the arrival of shareholders holding over 20% of the voting rights of
            the company resulting from the merger, and the merger-absorption of
            the Company by a rival company involving the arrival of new
            shareholders holding over 20% of the voting rights of the company
            resulting from the merger.

      "Company" means Aventis, a French company, and any successor thereto.

      "Employee" means any employee of the Company or of Aventis Group.

      "Management Board" means the Management Board of directors of Aventis.

      "Option" means the right to subscribe share(s) at a stated price for a
      specified period of time.

      "Period of restriction" means the period during which the Management Board
      can suspend the right for employees to exercise the options.

      "Share" means the common share of the Company, par value (euro) 3.82 per
      share.

      "Stock Option Plan" means the Aventis stock option plan 2002 / 2.

      Gender and Number: Except when otherwise indicated by the context, words
      in the masculine gender used in the Stock Option Plan shall include the
      feminine gender, the singular shall include the plural, and the plural
      shall include the singular.

III.     DESCRIPTION OF THE AVENTIS STOCK OPTION PLAN


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      Optionees

      The Management Board has laid down the list of beneficiaries of the Stock
      Option Plan.

      Number of shares

      The maximum number of shares each beneficiary may apply for is given on
      the individual letter addressed by the Chairman, or his duly designated
      representative.

      Share subscription price

      The Management Board has set the subscription price on the basis of the
      average price (on the basis of the closing prices) quoted during the last
      twenty days trading on the Paris stock exchange prior to the Management
      Board decision in accordance with the legal and statutory provisions in
      force.

      It will remain fixed during the entire Stock Option Plan subject to its
      adjustment by the Management Board according to the terms and conditions
      set out in these regulations.

      Duration of the options

      The options are granted irrevocably for a duration of 10 years from the
      day they are allotted by the Management Board.

      Options that have not been exercised at the end of the 10-year period will
      be declared null and void. No extensions will be granted.

      The options will not be exercisable within the first three years. However,
      the beneficiaries deemed to be resident in France for tax purposes will be
      entitled to exercise their options only after a four-year period from the
      date of the grant, unless they keep the shares on the asset register until
      the end of the said four-year period, and except if this exercising before
      four years no longer leads to the payment of social security contributions
      by the Company on the capital gains made by the beneficiaries following a
      change in the French regulations in force.

      The rights resulting from the options granted are non-transferable.

      Adjusting the subscription price and the number of shares

      Should the Company carry out any of the following financial operations
      before the options have expired, the subscription price of the shares and
      the number of shares that can be subscribed for by each beneficiary will
      be adjusted by the Management Board under the following conditions:

      1.    In the case of the issue, reserved for the shareholders, of shares
            to be subscribed in cash, or convertible or exchangeable bonds or
            bond warrants, the subscription price of the shares under option
            will be reduced by an amount equal


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            to the product of this price through the ratio between the value of
            the subscription right and the value of the share before removal of
            this right.

            The ratio will be calculated as follows:

            o     The value of the share before removal of the subscription
                  right will be equal to the average of twenty consecutive
                  opening prices chosen from the forty trading days preceding
                  the opening day of the issue.

            o     The value of the subscription right will be the theoretical
                  value calculated according to the number of new shares issued
                  to which an existing share gives entitlement, the issue price
                  of these new shares and the value of the share before removal
                  of the subscription right.

      2.    In the case of an increase in capital through incorporation of
            reserves, profit or premiums and distribution of bonus shares, the
            subscription price of the shares under option will be adjusted by
            the application of a coefficient equal to the ratio between the
            number of old shares and the number of shares existing after the
            operation.

      3.    In the case of distribution of reserves into cash or into portfolio
            securities, the subscription price of the shares under option will
            be reduced by an amount equal to the product of this price
            multiplied by the ratio between the amount per share of the
            distribution and the value of the share before distribution.

            For the calculation of this ratio, if the Company shares and the
            securities distributed are allowed in transactions on a regulated
            market, the value of the securities distributed and the value of the
            share before distribution will be equal to the average of the first
            prices quoted during the thirty trading days of the stock exchange
            prior to the start of the distribution.

            If the shares of the Company or the securities distributed are not
            allowed in transactions on a regulated market, the Management Board
            will fix the values upon review of the auditors' special report.

      4.    In the case of a reduction of capital due to losses.

            o     If the reduction focuses on the number of shares, the
                  subscription price will be adjusted by appropriating to it a
                  coefficient equal to the ratio between the number of old
                  shares and the number of shares remaining after reduction.

            o     If the reduction focuses on the nominal value of the shares,
                  there will be no adjustment.

      In all the cases mentioned above, an adjustment in the number of shares
      under option will be made so that the total subscription prices remain
      constant. The number adjusted will however be rounded up to the higher
      figure.

      Change of Control


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      The `Change of Control' will be considered as `effective' from:

            (a)   the date of publication in the official list of the notice of
                  the result of the takeover bid by Euronext Paris, in the case
                  of a takeover bid or a public offer of exchange.

            (b)   the date of the notification to the Company of the crossing of
                  the threshold level having taken the interest of a shareholder
                  to at least 20% of the voting rights in the Company, in the
                  case of entry into the capital of a new shareholder holding at
                  least 20% of the voting rights in the shareholders' meeting or
                  the increase in the previous interest of a new shareholder
                  taking his/her interest to at least 20% of the voting rights
                  in the shareholders' meeting.

            (c)   the date of the general meeting approving the demerger,
                  transferral or contribution of the principal assets of the
                  Company or the merger, in the case of demerger, contribution
                  or transfer of the principal assets of the Company or merger.

            (d)   the date of the general meeting appointing the new management
                  and administration structure, in the case of the direct or
                  indirect intervention of a rival company in the management and
                  administration structure of the Company.

      In the case of `Change of Control':

            1.    The Company will do its best to ensure sufficient liquidity
                  allowing the options to be exercised under normal conditions.

            2.    If the Aventis shares ceased to be quoted on a regulated
                  market, it would be requested of the company responsible for
                  the `Change of Control' to take over the existing patrimonial
                  commitments with regard to the beneficiaries and as a
                  consequence to implement one of the following solutions:

                  -     either to undertake to buy back from the beneficiaries
                        the shares obtained following the exercise of their
                        options, on the date when they will present them, this
                        date obligatorily being during the exercise period
                        initially decided for the options. In the case where the
                        Company is subject to a procedure of obligatory
                        withdrawal, the shares obtained by the beneficiaries
                        must obligatorily be presented for repurchase following
                        the exercise of the options.

                        The price of the repurchase will be equal to that of the
                        Aventis share on the date when the Change of Control
                        becomes effective or on the first date of quotation
                        following this date, and would vary both upwards and
                        downwards between this date and the date of the request
                        for repurchase, according to the evolution of the price
                        of the share of the Company which is the beneficiary of
                        the `Change of Control' over the same period.

                  -     or to grant the beneficiaries, in exchange for their old
                        options, new options.


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                  If these commitments are not carried out, the resulting loss
                  to the beneficiaries will be estimated by an expert designated
                  by the two parties, or if no agreement can be found, by the
                  President of the Paris Tribunal de Commerce (commercial
                  court), who will give a ruling on the petition of the more
                  diligent party.

                  The amount decided would be paid by the Company, or by any
                  company that it will substitute for or that will substitute
                  for it.

                  To decide this loss, the expert will take into account the
                  price of the share on the date when the Change of Control
                  becomes effective or on the first date of quotation following
                  this change and the `time value' still left to run until the
                  final date for the exercise of the considered options taking
                  into account all the existing corporate or tax incidences.

IV.  EXERCISE OF THE OPTIONS

Exercising conditions

The exercise of the options by an optionee is subject to the condition that
    he/she is actively employed by, or has a corporate mandate with, the Company
    or one of the Companies of the Aventis Group on the date of the exercise,
    unless otherwise decided by the Management Board in exceptional cases.

    By Company of the Aventis Group, it is meant any company or group of
    economic interests where at least 10% of the capital or voting rights is
    held directly or indirectly by the Company, on the date of exercise.

Notwithstanding the provisions of the preceding paragraphs:

      -     In the case of (i) resignation, (ii) lay-off, redundancy or other
            termination at the employer's initiative (except for serious
            professional misconduct), (iii) expiration of a limited duration
            work contract or (iv) revocation of a corporate mandate (except for
            serious professional misconduct), the options can, whatever the
            case, be exercised for a maximum period of 6 months from the date of
            departure from the employing company (in the case of resignation or
            termination), the date of expiration of the work contract or the
            date of the revocation, subject to their being exercisable on such
            date of departure, expiration or revocation. Options that are not
            exercisable on such date of departure, expiration or revocation will
            be lost.

      -     If the prior formal approval of the Management Board is obtained, in
            the case of lay-off, redundancy or other termination at the
            employer's initiative resulting from a collective headcount
            reduction scheme (except in the case of serious professional
            misconduct), the options can be exercised for a period of 12 months
            from the effective date of the termination or from the Opening Day
            of the Exercise Period of the options if this date is later,
            provided that this period cannot exceed the termination date of the
            options. Opening Day of the Exercise Period means it


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            is the day from which the options are exercisable as stipulated in
            the paragraph "Duration of the options".

      -     However, if a lay-off, redundancy or other termination at the
            employer's initiative (except for serious professional misconduct),
            expiration of a work contract or revocation (except for serious
            professional misconduct) takes place within eighteen months
            following a Change of Control of the Company, the options can be
            exercised until the expiration of the plan under the same conditions
            as if the optionee were still employed or held a corporate mandate.

      -     In the case of dismissal or revocation for serious professional
            misconduct, the departure from the employing automatically cancels
            those options not yet exercised with effect from the date of
            notification of such dismissal or revocation.

      -     In the case of the transfer of a Company of the Aventis Group or an
            activity of a Company of the Aventis Group to a company where
            Aventis does not hold directly or indirectly at least 10% of the
            capital or voting rights, or in the case of transfer by flotation,
            the options can be exercised until the expiration of the plan under
            the same conditions as if the optionee were still employed or held a
            corporate mandate.

      -     In the case of the death of the optionee, the heirs who wish to
            exercise the options must do so under the conditions fixed by French
            law, which at the moment stipulate that the options are exercisable
            for a period of six months from the date of death.

      -     Except in the case of serious professional misconduct, the options
            can be exercised until the expiration of the plan under the same
            conditions as if the optionee were still employed or held a
            corporate mandate, in the following cases:

            o     Disability,

            o     Employee or holder of a corporate mandate, aged 55 or more,
                  retiring at the employer's initiative or taking early
                  retirement at the employer's initiative,

            o     Employee or holder of a corporate mandate, aged 55 or more and
                  having at least 10 years of seniority in the Aventis Group,
                  retiring,

            o     Lay-off, redundancy or other termination at the employer's
                  initiative (except for serious professional misconduct) of an
                  employee aged 55 or more,

            o     Revocation or early termination of the corporate mandate
                  (except for serious professional misconduct) of a mandate
                  holder aged 55 or more.

      Period of restriction

      The Management Board can suspend the right to exercise the options if
      necessary, notably when trading on Aventis capital requires the exact and
      prior knowledge of the number of shares that make up the capital or in the
      case of one of the financial operations leading to an adjustment being
      carried out.


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      In these cases, the Company will inform the beneficiaries of the
      suspension date and the date when the options can be exercised again. Such
      a suspension cannot extend the exercise period beyond the original 10-year
      period.

      The Management Board can also suspend the right to exercise the options
      for all employees who are "Restricted Persons" or who have access to
      privileged information under the "Aventis Corporate Guidelines on Insider
      Trading". Exercise of the options by an employee who is a Restricted
      Person or who has access to privileged information, is in particular
      prohibited during "Black-Out periods". In general, a Black-Out period is
      the 30-day period commencing before the Company's public announcement of
      its financial results (first quarter, half year, third quarter and annual
      results).

      Methods of the exercise of the options

      The exercise of the options is at the discretion of the beneficiaries.

      The options can be exercised partially or in totality.

      To exercise an option, the beneficiaries must apply to the Plan Manager
      whose details will have been provided.

      Costs incurred in exercising an option by the Plan Manager will be born by
      the beneficiaries.

 V.   CHARACTERISTICS OF SUBSCRIBED SHARES

      Form and delivery of stocks

      Shares subscribed for by beneficiaries who are French residents must take
      the registered form. If this is not the case, their holders will lose the
      benefit of the special tax system for stock options.

      Unless instructions to the contrary are received from the beneficiaries,
      the stocks will be registered in an individual account opened in the Plan
      Manager's books.

      Interest

      The new shares will be created with coupon attached and will be
      immediately entitled to the same dividend as the other shares which make
      up the capital of Aventis, subject to having been subscribed during the
      fiscal year for which the first dividend will be paid to them.

      Shares subscribed between the first day of the fiscal year and the date of
      distribution of the dividend in that year in respect of the previous
      fiscal year will not


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      give entitlement to the dividend relating to this previous fiscal year and
      will be subject to a specific quotation on the market of the Paris Bourse
      until the date of distribution of the said dividend.

VI.   TRANSFER OF SHARES

      Subject to the period inherent in preliminary formalities for the
      quotation on the stock market of new shares and possibly the application
      of a tax system which is less favourable in the case of non-compliance
      with legal conditions concerning time of tenure and form, the shares
      acquired following the exercise of options can be sold immediately.

      To carry out this sale, the beneficiaries must address a selling order to
      the Plan Manager, in accordance with the model sent by the latter.

      Requests to exercise options will be recorded on a register timed and
      dated, which will be held by each Plan Manager.

VII.  MANAGEMENT OF THE PLAN

      The administrative management of the Stock Option Plan has been entrusted
      to banks selected by Aventis (each one a `Plan Manager'). The
      beneficiaries will be informed of the details of the Plan Manager who they
      can contact for any information.

      Aventis reserves the right to entrust to a new bank the administrative
      management of the stock option plan, after prior information to the
      beneficiaries.

VIII  MISCELLANEOUS

      As some beneficiaries are not French residents, the Management Board
      could, depending on the conditions imposed by certain countries, with
      regard to the exercise of options and the subsequent transfer of options,
      modify certain provisions of the plan concerning beneficiaries working in
      these countries, without these modifications making the plan more
      favourable for these beneficiaries (apart from aspects relating to the tax
      systems of these countries).

      Nothing in the Plan shall interfere or limit in any way the right of the
      employer to terminate any beneficiary's employment at any time, nor confer
      upon any beneficiary any right to continue in employ of their company. No
      beneficiary shall have a right to be selected as a beneficiary, or, having
      been so selected, to receive any future options.


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                            RULES AND REGULATIONS FOR
                        AVENTIS STOCK SUBSCRIPTION OPTION

                           GRANT of November 12, 2002

                                   ----------

                                      ANNEX

<TABLE>
<S>                                          <C>
Authorization of the Option Plan:            General Shareholders Meeting of May 14, 2002.

Decision and date of grant:                  Management Board of November 12, 2002

Number of options allotted:

Reference price (average price
quoted from October 14, 2002
to November 8, 2002):                        (euro) 60.27

Exercise price:                              (euro) 60.27

Vesting date:                                November 13, 2005 except for French tax residents
                                             (November 13, 2006 for French tax residents)

Exercise period:                             From November 13, 2005
                                             through November 12, 2012
                                             inclusive (From November 13,
                                             2006 through November 12,
                                             2012, inclusive for French tax
                                             residents)
</TABLE>


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