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                                                                   EXHIBIT 10.2


                            OSI PHARMACEUTICALS, INC.

                             FIRST AMENDMENT TO THE
               2001 INCENTIVE AND NON-QUALIFIED STOCK OPTION PLAN

         Pursuant to the powers reserved to the Board of Directors of OSI
Pharmaceuticals, Inc., a Delaware corporation (the "Company"), under Section 7
of Company's 2001 Incentive and Non-Qualified Stock Option Plan (the "Plan"),
the Plan is hereby amended as follows, effective January 1, 2003:

                              FIRST AND ONLY CHANGE

         Section 11(a) of the Plan is amended to read as follows:

         "(a)(i) Each director, who is not also an employee of the Company or
         any of its affiliates, or the designee of any stockholder of the
         Company pursuant to a right to designate one or more directors (an
         "Eligible Director") who first becomes an Eligible Director on or after
         June 13, 2001 but prior to January 1, 2003, shall automatically be
         awarded a grant of 30,000 non-qualified stock options upon his or her
         initial election to the Board of Directors. An Eligible Director
         receiving an initial option grant under this Section 11(a)(i) shall not
         be eligible for an initial grant of option under any other stock option
         plan maintained by the Company. Such options shall vest and be
         exercisable solely in accordance with the following schedule:

                  (A) The options may be exercised with respect to a maximum of
         one-half of the option shares during the twelve-month period beginning
         after the date of grant.

                  (B) The options may be exercised with respect to all of the
         option shares upon the Eligible Director's reelection to the Board of
         Directors for a second consecutive term.

                  (C) The options will expire and will no longer be exercisable
         as of the tenth anniversary of the date of grant, subject to sooner
         expiration upon the occurrence of certain events as provided elsewhere
         in this Plan.

         (a)(ii) Each Eligible Director who first becomes an Eligible Director
         on or after January 1, 2003, shall automatically be awarded a grant of
         50,000 non-qualified stock options upon his or her initial election to
         the Board of Directors. An Eligible Director receiving an initial
         option grant under this Section 11(a)(ii)


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         shall not be eligible for an initial grant of option under any other
         stock option plan maintained by the Company. Such options shall vest
         and be exercisable solely in accordance with the following schedule:

                  (A) The options shall not be exercisable during the
         twelve-month period beginning after the date of grant.

                  (B) The options may be exercised with respect to one-third of
         the option shares after the expiration of twelve months from the date
         of grant.

                  (C) The remaining two-thirds of the options shall vest and
         become exercisable ratably on a monthly basis over the two-year period
         commencing one year from the date of grant and ending three years from
         the date of grant.

                  (D) The options will expire and will no longer be exercisable
         as of the tenth anniversary of the date of grant, subject to sooner
         expiration upon the occurrence of certain events as provided elsewhere
         in this Plan."




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