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                                                                    Exhibit 10.2


                           K-TRON INTERNATIONAL, INC.
                              AMENDED AND RESTATED
                          EMPLOYEE STOCK PURCHASE PLAN
                         (SEPTEMBER 11, 1996 REVISION)

                                   ARTICLE I.

                                  INTRODUCTION

                 Sec. 1.01  Statement of Purpose.   The purpose of the K-Tron
International, Inc. Amended and Restated Employee Stock Purchase Plan is to
provide eligible employees of K-Tron International, Inc. (the Company) who wish
to become shareholders an opportunity to purchase common stock of the Company.
The Board of Directors of the Company believes that employee participation in
ownership will be to the mutual benefit of both the employees and the Company.

                 Sec. 1.02  Internal Revenue Code Considerations.  This Plan is
intended to quality as an "employee stock purchase plan" within the meaning of
Section 423 of the Internal Revenue Code of 1986, as amended.

                 Sec. 1.03  History of the Plan.  This Plan was adopted by the
Board of Directors and approved by the shareholders in 1981.  On February 24,
1986 the Board voted to extend the Plan until June 30, 1996, which extension
was approved by the shareholders on May 2, 1986.  On March 8, 1996, the Board
of Directors voted to further extend the Plan until June 30, 2001, which
extension was approved by shareholders on May 10, 1996.  On September 11, 1996,
the Board authorized the amendment and restatement of the Plan to update and
correct certain Internal Revenue Code references.


                                  ARTICLE II.

                                  DEFINITIONS

                 Sec. 2.01  "Administrative Committee" shall mean the committee
appointed by the Board of Directors to administer this Plan, as provided in
Section 6.03 hereof.

                 Sec. 2.02  "Board of Directors" shall mean the Board of
Directors of the Company.

                 Sec. 2.03  "Company" shall mean K-Tron International, Inc., a
New Jersey corporation.
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                 Sec. 2.04  "Compensation" shall mean the total remuneration
paid, during the period of reference, to an Employee by Employer, including
regular salary or wages, overtime payments, bonuses and commissions, but
excluding expense reimbursements of all types, payments in lieu of expenses,
Employer contributions to any qualified retirement plan or other program of
deferred compensation, Employer contributions to Social Security, the costs
paid by Employer in connection with fringe benefits (whether or not the
Employee could have elected to receive cash in lieu of such benefits), and any
amounts accrued for the benefit of Employee but not paid during the period of
reference.

                 Sec. 2.05  "Continuous Service" shall mean the period of time,
immediately preceding the Offering Date of reference, during which the Employee
has been employed by Employer and during which there has been no interruption
of Employee's employment by Employer.  For this purpose, periods of Excused
Absence shall not be considered to be interruptions of Continuous Service.

                 Sec. 2.06  "Effective Date" shall mean July 1, 1981.

                 Sec. 2.07  "Eligible Employee" shall mean each person who, on
an Offering Date, meets all of the following requirements:

                          (a)     He/she is an Employee of Employer;

                          (b)     He/she has completed at least twelve (12)
                                  months of Continuous Service; and

                          (c)     He/she is not deemed for purposes of Section
                                  423(b)(3) of the Internal Revenue Code to
                                  own  stock possessing five percent (5%) or
                                  more of the total combined voting power or
                                  value of all classes  of Stock of the Company
                                  or his/her Employer.

                 Sec. 2.08  "Employee" shall mean each person employed by
Employer whose customary employment is for more than twenty (20) hours per week
and for more than five (5) months per year.

                 Sec. 2.09  "Employer" shall mean the Company and each
subsidiary of Company designated by the Board of Directors as an Employer under
the Plan.  A "subsidiary" of the Company shall be any corporation in which the
Company holds, directly or indirectly, fifty percent (50%) or more of the total
combined voting power of all classes of stock of such subsidiary, as described
in Section 424(f) of the Internal Revenue Code.




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                 Sec. 2.10  "Excused Absence" shall mean absence pursuant to a
leave of absence granted by the Company or any other entity constituting
Employer, absence due to disability or illness, or absence by reason of a
layoff.  An Excused Absence shall not exceed the greater of (a) ninety (90)
days, or (b) the period during which, an Employee on such Excused Absence has a
contractual or statutory right to reemployment (the greater of (a) or (b) being
the "Excused Period").  Any absence shall cease to be an Excused Absence upon
the earlier of (a) the last day of the Excused Period, or (1)) the last day of
the calendar month in which the leave expires by its terms, the layoff ends by
recall or permanent separation from service, or recovery from illness or
disability occurs.

                 Sec. 2.11  "Exercise Date" shall mean the last day of each
Purchase Period.

                 Sec. 2.12  "Internal Revenue Code" shall mean the United
States Internal Revenue Code of 1986, as the same is presently constituted and
as it may hereafter be amended, and successor statutes of similar purpose.

                 Sec. 2.13  "Market Value" shall mean the closing price (or the
average of the closing bid and asked prices) of the Stock as reported on the
principal market, trading system or exchange on which the Stock is traded (as
determined by the Administrative Committee) as of the date of reference.  If
there is no such price reported for the date of reference, "Market Value" shall
mean the "Market Value," computed as aforesaid, as of the date next preceding
the date of reference on which such price is reported.  If the Stock is not
publicly-traded, the "Market Value" shall mean the fair market value of the
Stock determined by the Administrative Committee, whose determination shall be
final and binding, subject to the approval of the Board of Directors.

                 Sec. 2.14  "Offering" shall mean the offering of shares of
Stock under this Plan.

                 Sec. 2.15  "Offering Date" shall mean the first business day
of January and the first business day of July of each Plan Year, commencing
with July 1981.

                 Sec. 2.16  "Participant" shall mean each Employee who elects
to participate in this Plan.

                 Sec. 2.17  "Plan" shall mean the K-Tron International, Inc.
Amended and Restated Employee Stock Purchase Plan, as the same is set forth
herein and as the same may hereafter be amended.

                 Sec. 2.18  "Plan Year" shall mean the calendar year.





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                 Sec. 2.19  "Purchase Agreement" shall mean the document
prescribed by the Administrative Committee pursuant to which an Eligible
Employee has enrolled to be a Participant in this Plan.

                 Sec. 2.20  "Purchase Period" shall mean the period beginning
on an Offering Date and ending on the last business day of the fifth calendar
month following the calendar month in which such Offering Date occurred.

                 Sec. 2.21  "Stock" shall mean the common stock of the Company.
Such Stock may be authorized but previously unissued shares or shares
reacquired and held by the Company as treasury shares.

                 Sec. 2.22  "Stock Purchase Account" shall mean with respect to
any Employee a non-interest bearing account consisting of all amounts withheld
from such Employee's Compensation (or otherwise paid into the Plan) for the
purpose of purchasing shares of Stock under this Plan, reduced by all amounts
applied to the purchase of Stock under this Plan.


                                  ARTICLE III.

                           ADMISSION TO PARTICIPATION


                 Sec. 3.01  Initial Participation.  Any Eligible Employee may
elect to be a Participant and may become a Participant by executing and filing
with the Administrative Committee a Purchase Agreement on forms provided by the
Administrative Committee.  The effective date of an Eligible Employee's
participation shall be the Offering Date coincident with or next following the
date on which the Administrative Committee receives from the Eligible Employee
a properly executed Purchase Agreement.

                 Sec. 3.02  Discontinuance of Participation.  Any Participant
may voluntarily withdraw from the Plan by filing a notice of withdrawal with
the Administrative Committee prior to an Exercise Date.  Upon such withdrawal,
there shall be paid to the Participant the amount, if any, standing to his/her
credit in his/her Stock Purchase Account.  Amounts paid to a Participant or
former Participant pursuant to this Section 3.02 shall not be eligible for
redeposit in the Participant's Stock Purchase Account in the event of the
person's readmission to participation.

                 Sec. 3.03  Involuntary Withdrawal; Termination of Eligible
Employee Status.  If a Participant's Continuous Service terminates for any
reason, or if a Participant ceases to be an Eligible Employee, no further
amounts shall be deducted from such Participant's compensation





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and deposited into his/her Stock Purchase Account and the entire amount
standing to the Participant's credit in his/her Stock Purchase Account on the
effective date of such occurrence shall be used to purchase whole shares of
Stock under this Plan as of the next succeeding Exercise Date, and any balance
thereafter remaining to his/her credit in his/her Stock Purchase Account shall
be refunded to him/her.  Notwithstanding the foregoing, if a Participant's
Continuous Service is terminated for any reason three (3) months or more prior
to the next succeeding Exercise Date, the entire amount, if any, standing to
his/her credit in that Stock Purchase Account shall be refunded to him/her.

                 Sec. 3.04  Readmission to Participation.  Any Eligible
Employee who has previously been a Participant, who has discontinued
participation (whether by interruption of Continuous Service or otherwise), and
who wishes to be reinstated as a Participant may again become a Participant by
executing and filing with the Administrative Committee a new Purchase Agreement
on forms provided by the Administrative Committee.  Reinstatement to
Participant status shall be effective as of the Offering Date coincident with
or next following the date on which the Administrative Committee receives from
the Eligible Employee the Properly executed Purchase Agreement.


                                  ARTICLE IV.

                                 STOCK PURCHASE

                 Sec. 4.01  Reservation of Shares.  There shall be 500,000
shares of Stock reserved for the Plan, subject to adjustment in accordance with
the anti-dilution provisions hereinafter set forth.  Except as provided in
Section 5.02 hereof, the aggregate number of shares that may be purchased under
the Plan shall not exceed the number of shares reserved for the Plan.

                 Sec. 4.02  Limitation on Shares Available.  Subject to the
limitations described in Sections 4.04 (a) and (b), the maximum number of
shares of Stock that may be purchased for each Participant on an Exercise Date
is the lowest of (a) the number of whole shares of Stock that can be purchased
by applying the full balance of his/her Stock Purchase Account to such purchase
of shares at the Purchase Price (as hereinafter determined), (b) the
Participant's proportionate part of the maximum number of shares of Stock
available within the limitation established by the maximum aggregate number of
such shares reserved for this Plan, as stated in Section 4.01 hereof, or (c)
5,000 shares.  Notwithstanding the foregoing, if any person entitled to
purchase shares pursuant to any offering hereunder would, upon such purchase,
be deemed for the purposes of Section 423(b)(3) of the Internal Revenue Code to
own stock (including any number of shares that such person would be entitled to
purchase hereunder) possessing five percent (5%) or more of the total combined
voting power or value of all classes of stock of the





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Company, the maximum number of shares that such person shall be entitled to
purchase pursuant to this Plan shall be reduced to that number which, when
added to the number of shares of Stock that such person is so deemed to own
(excluding any number of shares that such person would be entitled to purchase
hereunder), is one less than such five percent (5%).  Any portion of a
Participant's Stock Purchase Account that cannot be applied by reason of the
foregoing limitation, or by reason of the fact that no fractional shares are
purchased or issued under this Plan, shall remain in the Participant's Stock
Purchase Account for application to purchase of Stock on the next Offering Date
(unless withdrawn before that Offering Date).

                 Sec. 4.03  Purchase Price of Shares.  The Purchase Price per
share of the Stock sold to Participants pursuant to any Offering shall be
eighty-five percent (85%) of the Market Value of such share on the Offering
Date on which such Offering commences or on the Exercise Date on which such
Offering expires, whichever is the lower.  If the Exercise Date with respect.
to the purchase of Stock is a day on which the Stock is selling exdividend but
is on or before the record date for such dividend, then for Plan purposes the
Purchase Price per share will be increased by an amount equal to the dividend
per share.  In no event shall the Purchase Price be less than this par value of
the Stock.

                 Sec. 4.04  Exercise of Purchase Privilege.

                          (a)     Subject to the provisions of Section 4.02
                                  above and of paragraph (b) of this Section
                                  4.04, if on the tenth business day prior to
                                  any Exercise Date there is standing, to the
                                  credit of a Participant in his/her Stock
                                  Purchase Account an amount equal to, or
                                  greater than, the Purchase Price of one share
                                  of Stock for the Offering that expires on
                                  such Exercise Date, there shall be purchased
                                  for the Participant at such Purchase Price
                                  the largest number of whole shares of Stock
                                  as can be purchased with the amount then
                                  standing to the Participant's credit in
                                  his/her Stock Purchase Account.  Each such
                                  purchase shall be deemed to have occurred on
                                  the Exercise Date occurring at the close of
                                  the offering from which the purchase was
                                  made.

                          (b)     A Participant may not purchase shares of
                                  Stock having an aggregated Market Value of
                                  more than twenty-five thousand dollars
                                  ($25,000), determined at the time off the
                                  Offering(s), for each calendar year in which
                                  one or more such Offering(s) is/are
                                  outstanding at any time, and a Participant
                                  may not purchase a share of Stock under any
                                  Offering after the expiration of the Purchase
                                  Period for such Offering.





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                 Sec. 4.05  Establishment of Stock Purchase Account.  Each
Participant shall authorize payroll deductions from Compensation for the
purposes of funding his/her Stock Purchase Account.  In the Purchase Agreement,
each Participant shall authorize a deduction from each payment of his/her
Compensation during a Purchase Period, which deduction shall be not less than
two percent (2%) nor more than ten percent (10%) of the gross amount of such
payment, rounded to the nearest whole dollar amount.  Any Participant who has
elected payroll deductions which exceed two percent (2%) of his/her payments of
Compensation may reduce his/her payroll deduction rate during any Purchase
Period, provided no such reduction shall reduce the payroll deduction rate
below two percent (2%).  The payroll deduction rate may not be increased during
any Purchase Period.  However, a Participant may change the deduction to any
permissible level for any subsequent Offering by filing notice thereof prior to
the Offering Date on which such subsequent Offering commences.

                 Sec. 4.06  Payment for Stock.  The Purchase Price for all
shares of Stock purchased by any Participant under this Plan shall be paid out
of the Participant's Stock Purchase Account.  As of each Exercise Date, the
amount standing to the credit of each Participant on the tenth (10th) business
day prior to the Exercise Date in his/her Stock Purchase Account in the
Offering that expires on such Exercise Date shall be charged with the aggregate
Purchase Price of the shares of Stock purchased by such Participant on the
Exercise Date.  The remaining balance standing to the Participant's credit in
his/her Stock Purchase Account shall remain credited to such Stock Purchase
Account for the next succeeding Offering under this Plan.  No interest shall be
paid or payable with respect to any amount held in the Participant's Stock
Purchase Account.

                 Sec. 4.07  Share Ownership; Issuance of Certificates.

                          (a)     The shares purchased by a Participant on an
Exercise Date shall, for all purposes, be deemed to have been issued and/or
sold at the close of business on such Exercise Date.  Prior to that time, none
of the rights or privileges of a shareholder of the Company shall inure to the
Participant with respect to such shares.  All the shares of Stock purchased
under this Plan shall be delivered by the Company in a manner as determined by
the Administrative Committee, provided, however, that all shares acquired by
Participants during any Plan Year shall be delivered not later than one hundred
twenty (120) days following the last day of such Plan Year.

                          (b)     The Administrative Committee, in its sole
discretion, may determine that the shares of Stock shall be delivered by the
Company to the Participant by issuing and delivering to the Participant a
certificate for the number of shares of Stock purchased by a Participant on an
Exercise Date or during a Plan Year, or that the shares of Stock purchased by
all Participants shall be delivered to a member firm of the New York Stock
Exchange which





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is also a member of the National Association of Securities Dealers, as selected
by the Administrative Committee from time to time, which shares shall be
maintained by such member firm in separate brokerage accounts of each
Participant.  Each certificate or brokerage account, as the case may be, may be
in the name of the Participant or, if he/she designates on his/her Stock
Purchase Agreement, in his/her name jointly with his/her spouse, with right of
survivorship.  A Participant who is a resident of a jurisdiction that does not
recognize such joint tenancy may have a certificate or brokerage account in
his/her name as tenant in common with his/her spouse, without right of
survivorship.  Such designation may be changed by filing notice thereof.


                                   ARTICLE V.

                              SPECIAL ADJUSTMENTS

                 Sec. 5.01  Shares Unavailable.  If, on any Exercise Date, the
aggregate funds available for the purchase of Stock would purchase a number of
shares in excess of the number of shares then available for purchase under the
Plan, the following events shall occur:

                          (a)     The number of shares that would otherwise be
                                  purchased by each Participant shall be
                                  proportionately reduced on the Exercise Date
                                  in order to eliminate such excess;

                          (b)     The Plan shall automatically terminate
                                  immediately after the Exercise Date as of
                                  which the supply of available shares is
                                  exhausted; and

                          (c)     Any amount remaining in the Stock Purchase
                                  Account of any Participant shall be repaid to
                                  such Participant.

                 Sec. 5.02  Anti-Dilution Provisions.  The aggregate number of
shares of Stock reserved for purchase under the Plan, as hereinabove provided,
and the calculation of the Purchase Price per share may be appropriately
adjusted to reflect any increase or decrease in the number of issued shares of
Stock resulting from a subdivision or consolidation of shares or other capital
adjustment, or the payment of a stock dividend, or other increase or decrease
in such shares, if effected without receipt of consideration by the Company.
Any such adjustment shall be made by the Administrative Committee acting with
the consent of, and subject to the approval, of the Board of Directors.

                 Sec. 5.03  Effect of Certain Transactions.  Subject to any
required action by the shareholders, it the Company shall be the surviving or
resulting corporation in any merger or





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consolidation, any Offering hereunder shall pertain to and apply to the shares
of stock of the Company.  However, in the event of a dissolution or liquidation
of the Company, or of a merger or consolidation in which the Company is not the
surviving or resulting corporation, this Plan and any offering hereunder shall
terminate upon the effective date of such dissolution, liquidation, merger, or
consolidation, and the balance then standing to the credit of each Participant
in his/her Stock Purchase Account shall be returned to him/her.


                                  ARTICLE VI.

                                 MISCELLANEOUS

                 Sec. 6.01  Non-Alienation.  The right to purchase shares of
Stock under this Plan is personal to the Participant, is exercisable only by
the Participant during his/her lifetime except as hereinafter set forth, and
may not be assigned or otherwise transferred by the Participant.
Notwithstanding the foregoing, there shall be delivered to the executor,
administrator or other personal representative of a deceased Participant such
shares of Stock and such residual balance as may remain in the Participant's
Stock Purchase Account as of the Exercise Date occurring at the close of the
Purchase Period in which the Participant's death occurs, including shares of
Stock purchased as of that date or prior thereto with moneys deposited by the
Participant and/or withheld from the Participant's compensation.

                 Sec. 6.02  Administrative Costs.  The Company shall pay all
administrative expenses associated with the operation of this Plan.  No
administrative charges shall be levied against the Stock Purchase Accounts of
the Participants.

                 Sec. 6.03  Administrative Committee.  The Board of Directors
shall designate a committee to be the Administrative Committee of the Plan.
The Administrative Committee shall have the authority and power to administer
the Plan and to make, adopt, construe, and enforce rules and regulations not
inconsistent with the provisions of the Plan.  The Administrative Committee
shall adopt and prescribe the contents of all forms required in connection with
the administration of this Plan, including, but not limited to, the Purchase
Agreement, payroll withholding authorizations, withdrawal documents, and all
other notices required hereunder.  The Administrative Committee's
interpretations and decisions in respect of this Plan, the rules and
regulations pursuant to which it is operated, and the rights of Participants
hereunder shall be final and conclusive.

                 Sec. 6.04  Amendment of this Plan.  The Board of Directors
may, at any time and from time to time, amend this Plan in any respect, except
that no amendment may





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                          (a)     increase the number of shares reserved for
                                  purposes of this Plan;

                          (b)     reduce the Purchase Price per share; or

                          (c)     allow any person who is not an Eligible
                                  Employee to become a Participant

without the approval of the shareholders.

                 Sec. 6.05  Expiration and Termination of this Plan.  Unless
terminated prior thereto pursuant to Section 5.01 to this Plan, this Plan shall
continue in effect until 11:59 p.m., Pitman, New Jersey time on June 30, 2001,
provided, however, that the Board of Directors shall have the right to
terminate this Plan at any time prior thereto without notice to any
Participant.  Upon the expiration or termination of this Plan, the balance, if
any, then standing to the credit of each Participant in his/her Stock Purchase
Account shall be refunded to him/her.

                 Sec. 6.06  Repurchase of Stock.  The Company shall not be
required to purchase or repurchase from any Participant any of the shares of
Stock that the Participant acquired under this Plan.

                 Sec. 6.07  Notice.  A Purchase Agreement and any notice that a
Participant files pursuant to the Plan shall be on the form prescribed by the
Administrative Committee and shall be effective only when received by the
Administrative Committee.  Delivery of such forms may be made by hand or by
certified mail, sent postage prepaid, to K-Tron International, Inc., Routes 55
and 553, Pitman, New Jersey 08071, Attention: Stock Purchase Plan Committee.

                 Sec. 6.08  Government Regulation.  The Company's obligation to
sell and to deliver the Stock under the Plan is.at all times subject to all
approvals of any governmental authority required in connection with the
authorization, issuance, sale, or delivery of such Stock.

                 Sec. 6.09  Headings, Captions, Gender.  The headings and
captions herein are for convenience of reference only and shall not be
considered as a part of the text.  The masculine shall include the feminine,
and vice versa.

                 Sec. 6.10  Severability of Provisions; Prevailing Law.  The
provisions of this Plan shall be deemed severable.         In the event any
such provision is determined to be unlawful or unenforceable by a court of
competent jurisdiction or by reason of a change in an applicable statute, this
Plan shall continue to exist as though such provision had never been included
therein.  This Plan shall be governed by the laws of the State of New Jersey,
to the extent such laws are not in conflict with or superseded by federal law.





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