Exhibit 10.1
                       ALZA CORPORATION
                 Amended and Restated Stock Plan

                (as amended through May 6, 1999)

     1.   PURPOSE.  The purpose of this ALZA Corporation Amended
and Restated Stock Plan (the "Plan") is to attract, retain and
motivate key employees (including employees who are also
directors), directors and consultants of ALZA Corporation (the
"Company") and its subsidiaries by giving them the opportunity to
acquire stock ownership in the Company.  Grants under this Plan
may consist of incentive stock options, intended to satisfy the
requirements of Section 422 of the Internal Revenue Code of 1986,
as it may be amended from time to time (the "Code"), or non-
statutory stock options (in either case, where unspecified,
"options").  This Plan also provides for the award of restricted
stock.
     2.   EFFECTIVE DATE AND TERM OF PLAN. The effective date of
this Plan is May 4, 1992, the date of the approval of the 1992
Stock Option Plan by the Company's stockholders. This Plan shall
terminate automatically ten (10) years after its effective date
unless terminated earlier by the Board of Directors (the "Board")
under Section 13 hereof.  No grant of options or restricted stock
shall be made after termination of this Plan, but all grants made
prior to termination shall remain in effect in accordance with
their terms.
     3.   SHARES SUBJECT TO THE PLAN.
          (a)  NUMBER AND SOURCE OF SHARES.  Subject to the
provisions of Section 9, the total number of shares of stock
reserved for grants under this Plan is 14,000,000 shares of
Common Stock, $. 01 par value, of the Company (the "Stock").  If
any option terminates or expires without being exercised in full,
or if any shares of Stock issued as restricted stock are
forfeited prior to conferring on their holder benefits of
ownership other than voting rights or accumulated dividends that
are not realized, the shares issuable under such option or so
forfeited shall become available again for grant under this Plan.
The shares to be issued hereunder may consist of authorized and
unissued shares or treasury shares.
          (b)  INDIVIDUAL LIMITATION.  The Company may not grant
options covering in the aggregate more than 200,000 shares of
Stock (subject to adjustments and substitutions as required under
Section 9 below) to any one participant in any one-year period,
except that, at the time of an offer of employment, the Company
may grant options covering in the aggregate up to 750,000 shares
of Stock (subject to adjustments and substitutions as required
under Section 9 below).
     4.   ADMINISTRATION OF THE PLAN.  This Plan shall be
administered by the Board or by a committee that meets the
requirements of Rule 16b-3 under the Securities Exchange Act of
1934 (the "Exchange Act") as in effect from time to time (in
either case, the "Administrator").  The Administrator (i) may
authorize any one or more of its members or any officer of the
Company to execute and deliver documents on behalf of the
Administrator and (ii) so long as not otherwise required for the
Plan to comply with Rule 16b-3, may delegate to one or more
officers or directors of the Company authority to grant options
to persons who are not subject to Section 16 of the Exchange Act
with respect to Stock.  The Administrator may delegate non-
discretionary administrative duties to such employees of the
Company or a subsidiary as it deems proper.  The Administrator
may also make rules and regulations which it deems useful to
administer this Plan.  Any decision or action of the
Administrator in connection with this Plan or any options or
restricted stock granted or shares of Stock purchased under this
Plan shall be final and binding.  No member of the Board shall be
liable for any decision, action or omission respecting this Plan,
or any options or restricted stock granted or shares of Stock
issued under this Plan.
     5.   ELIGIBILITY.
          (a)  Incentive stock options may be granted under this
Plan only to employees of the Company or a subsidiary, including
employees who may also be officers or directors of the Company or
any subsidiary of the Company.  Non-statutory options and
restricted stock may be granted to employees (including employees
who are also directors), directors, consultants and potential
employees (in contemplation of and subject to employment) of the
Company or any subsidiary of the Company; provided, however, that
grants to directors who are not also employees of the Company may
be made only in accordance with Section 5(b) below.  Participants
in this Plan shall be recommended for grants hereunder by the
Chief Executive Officer or Chief Operating Officer of the Company
and approved by the Administrator.  Determination by the
Administrator as to eligibility shall be conclusive.
          (b)  Notwithstanding any other provision of this Plan,
directors who are not also employees of the Company may receive
grants under this Plan only in accordance with this Section 5(b).
Automatically and in connection with the offer of directorship to
a person who is not an employee of the Company, and subject to
that person becoming a director of the Company within the time
period set forth in the offer, the person shall be granted a non-
statutory option to purchase 20,000 shares of Stock at the fair
market value of the Stock on the date of the offer.  Such option
shall vest in five equal annual increments of 4,000 shares for
each increment, beginning on the first anniversary of the date on
which the person first attends a meeting of the Board following
his or her election as a director (the "Service Date"), and shall
be exercisable until the date that is ten (10) years after the
date of grant.  Assuming that the director is a non employee
director on the fifth anniversary of his or her Service Date,
such director automatically shall be granted on such fifth
anniversary of his or her Service Date a further non-statutory
option to purchase 10,000 shares of Stock at the fair market
value of the Stock on the date of the grant.  Such additional
option shall vest in five equal annual increments of 2,000 shares
each, beginning one year after the date of grant and shall be
exercisable until the date that is ten (10) years after the date
of grant.  Thereafter, on each subsequent fifth anniversary of
his or her Service Date, assuming the director is then a non
employee director, a further option to purchase an additional
10,000 shares of Stock automatically shall be granted to such
director on the same basis as set forth in the preceding
sentence.  The Service Date for a director who is also an
employee of the Company but who terminates employment with the
Company while remaining a director shall, for purposes of this
Section 5(b), be deemed to be the date on which such director
first attends a meeting of the Board following the termination of
his or her employment with the Company.  If such director has not
been granted options to purchase Stock within five years prior to
his or her Service Date, he or she automatically shall be granted
a non-statutory option to purchase 20,000 shares of Stock on the
same basis as set forth above for a grant to a person becoming a
director of the Company; and, thereafter, on each  subsequent
fifth anniversary of his or her Service Date, assuming the
director is then a non-employee director, a further option to
purchase an additional 10,000 shares of Stock automatically shall
be granted to such director on the same basis as set forth above
for further options.  However, if such director has been granted
options to purchase Stock within five years prior to his or her
Service Date, he or she shall automatically be granted a non-
statutory option to purchase 10,000 shares of Stock on the same
basis as set forth above for further options on the fifth
anniversary of the date of the last grant of options by the
Company to such person prior to the termination of his or her
employment with the Company (the "Initial Grant Date"); and,
thereafter, on each subsequent fifth anniversary of his or her
Initial Grant Date, assuming the director is then a non-employee
director, a further option to purchase an additional 10,000
shares of Stock automatically shall be granted to such director
on the same basis as set forth above for further options.
     6.   OPTIONS.
          (a)  GRANT.  The Administrator may, in its discretion,
grant options under this Plan at any time and from time to time
before the expiration of this Plan.  The Administrator shall
specify the date of grant or, if it fails to, the date of grant
shall be the date of the action taken by the Administrator to
grant the option (in either case, the "Grant Date").  If an
incentive stock option is approved in anticipation of employment,
the Grant Date shall in any event not be prior to the date the
intended optionee is first treated as an employee of the Company
or any subsidiary for payroll purposes.
          (b)  OPTION AGREEMENTS.  As soon as practicable after
the Grant Date, the Company will provide the optionee a written
stock option agreement (the "Option Agreement"), which designates
the option as an incentive stock option or non-statutory option
and which identifies the Grant Date, the number of shares of
Stock covered by the option, the option price and the terms and
conditions for exercise of the option.
          (c)  TERMS AND CONDITIONS OF OPTIONS.  Options granted
under this Plan shall be subject to the following additional
terms and conditions and such other terms and conditions not
inconsistent with this Plan as the Administrator may impose:
               (i)  EXERCISE OF OPTION.  In order to exercise all
or any portion of an incentive stock option granted under this
Plan (or any other option which, by its terms, so requires), an
optionee must remain in the employ of the Company or a subsidiary
of the Company until the date on which the option (or portion
thereof) becomes exercisable (the "Vesting Date").  An option
shall be partially exercisable on or after each Vesting Date with
respect to the percentage of total shares of Stock covered by the
option set out in the Option Agreement.
          If an option (or portion thereof) is not exercised on
the earliest Vesting Date on which it becomes exercisable, it may
be exercised thereafter at any time prior to its expiration date;
provided, however, that in no event may an incentive stock option
granted under this Plan be exercised more than ten (10) years
from the Grant Date.  If the Company grants an incentive stock
option to an optionee who owns, on the Grant Date, directly or by
attribution, stock possessing more than ten percent (10%) of the
total combined voting power of all classes of stock of the
company or any subsidiary, the option shall not be exercisable
more than five (5) years after the Grant Date.
          Notwithstanding any other provision of this Plan, to
the extent required by Section 422(d) of the Code, the aggregate
value of all shares first becoming exercisable by an optionee
during any year, under all incentive stock options granted to
such optionee covering stock of the Company (or any company
which, at the time of grant, was a parent or subsidiary of the
Company), shall not exceed $100,000 or such other amount as may
be in effect from time to time.  If by their terms such incentive
stock options, when taken together, would first become
exercisable at a faster rate then, except as otherwise
specifically provided by the Administrator in its discretion, the
portion thereof which exceeds such amount shall be non-statutory
options.  For this purpose, value shall be the fair market value
of the option stock when the options were granted and options
shall be taken into account in the order in which they were
granted.  In no event may the operation of this Section 6(c)(i)
cause an option to vest before its terms or, having vested, cease
to be vested.
          Options granted to employees under this Plan shall be
exercisable until ten (10) years after the Grant Date, unless the
Administrator shall determine otherwise.
               (ii) OPTION PRICE.  The option price of incentive
stock options shall be at least one-hundred percent (100%) of the
fair market value of the shares covered by the option on the
Grant Date, as determined in good faith by the Administrator and,
in the case of non-statutory options, shall be at least one
hundred percent (100%) of the fair market value of the shares
covered by the option on the Grant Date unless the Administrator
specifically determines otherwise, in which event the option
price of such non-statutory options shall not be less than eighty-
five percent (85%) of the fair market value of the shares covered
thereby on the Grant Date, determined in the same manner.  If the
Company grants an incentive stock option to an optionee owning on
the Grant Date, directly or by attribution, shares possessing
more than ten percent (10%) of the total combined voting power of
all classes of stock of the Company or any subsidiary, the option
price shall be at least one-hundred ten percent (110%) of the
fair market value of the shares covered by the option on the
Grant Date determined in the same manner.
               (iii) METHOD OF EXERCISE.  To the extent the
right to purchase shares has accrued, an option (or portion
thereof) may be exercised from time to time in accordance with
its terms by written notice from the optionee to the Company
stating the number of shares with respect to which the option is
being exercised and accompanied by payment in full of the
exercise price of the shares.  Payment may be made in cash, by
check, or by delivery of shares of Stock (duly endorsed in favor
of the Company or accompanied by a duly endorsed stock power), by
a combination of the above, or any other form of consideration
approved by the Administrator (including payment in accordance
with a cash-less exercise program as permitted under Regulation T
promulgated by the Federal Reserve Board, as amended from time to
time).  Any shares delivered to the Company as payment upon
exercise of an option shall be valued at their fair market value
as of the date of exercise of the option determined in good faith
by the Administrator.  Options may not be exercised by any
optionee by the delivery of shares of stock more frequently than
once every six months.
               (iv) RESTRICTIONS ON OPTION SHARES.  At the time
it grants options under this Plan, the Company may retain for
itself (or others) rights to purchase the shares acquired under
the option or impose other restrictions on the shares.  The terms
and conditions of any such rights or other restrictions shall be
set forth in the Option Agreement evidencing the option.
               (v)  NON-ASSIGNABILITY OF OPTION RIGHTS.  Except
as otherwise determined by the Administrator, no option shall be
transferable other than by will or by the laws of descent and
distribution or a qualified domestic relations order and,
otherwise during the lifetime of an optionee, only the optionee
may exercise an option.
               (vi) EXERCISE AFTER TERMINATION OF SERVICE OR DEATH.
If for any reason other than permanent and total disability or
death, an optionee ceases to be employed by, or a consultant or
director to (if such relationship forms the sole basis for the
grant), the Company or a subsidiary, options held at the date
of such termination (to the extent then exercisable) may be
exercised at any time within three months after the date of
such termination (but in no event after the expiration date of
the option as set forth in the Option Agreement).  If an optionee
becomes permanently and totally disabled (within the meaning of
Section 22(e)(3) of the Code) or dies while employed by, or a
consultant or director to, the Company or a subsidiary, (or, if
the optionee dies within the period that the option remains
exercisable after termination of employment, consultancy or
directorship), options then held (to the extent then exercisable)
may be exercised by the optionee, the optionee's personal
representative, or by the person to whom the option is
transferred by will or the laws of descent and distribution, at
any time within one year after the disability or death or any
lesser period specified in the Option Agreement (but in no event
after the expiration date of the option as set forth in the
Option Agreement).
     7.   RESTRICTED STOCK.
          (a)  GRANT.  The Administrator may grant restricted
stock under this Plan at any time and from time to time before
the expiration of this Plan.
          (b)  RESTRICTED STOCK AGREEMENT.  As soon as
practicable after the grant of restricted stock, which in no
event shall be later than thirty (30) days after the grant date
of the restricted stock, the Company will provide the participant
with a written restricted stock agreement setting forth the terms
and conditions of the grant (the "Restricted Stock Agreement").
          (c)  PRICE.  Participants awarded restricted stock,
within fifteen (15) days of receipt of the Restricted Stock
Agreement, shall pay to the Company the purchase price of the
restricted stock set forth in the Restricted Stock Agreement,
which shall not be less than the par value of the Stock subject
to the grant.  If such payment is not made and received by the
Company by such date, the grant of restricted stock shall lapse.
          (d)  RESTRICTIONS.  Subject to the provisions of the
Plan and the Restricted Stock Agreement, during a period set by
the Administrator, commencing with, and not exceeding ten (10)
years from, the grant date of the restricted stock (the
"Restriction Period"), the participant shall not be permitted to
sell, assign, transfer, pledge or otherwise encumber shares of
restricted stock.  Within these limits, the Administrator may
provide for the lapse of such restrictions in installments and
may accelerate or waive such restrictions, in whole or in part,
based on service, performance or such other factors or criteria
as the Administrator may determine.
          (e)  DIVIDENDS.  Unless otherwise determined by the
Administrator, cash dividends with respect to shares of
restricted stock shall be automatically reinvested in additional
restricted stock, and dividends payable in Stock shall be paid in
the form of restricted stock.
          (f)  TERMINATION.  Except to the extent otherwise
provided in the Restricted Stock Agreement and pursuant to
Section 7(d), upon termination of a participant's employment for
any reason during the Restriction Period, all shares still
subject to restriction shall be forfeited by the participant.
     8.   PAYMENT OF TAXES.
          (a)  The exercise of an option (regardless of the form
of payment for exercise of the option) or the transfer or other
disposition of restricted stock shall be conditioned upon payment
in cash, or provision satisfactory to the Administrator for
payment to the Company, of any federal and state withholding
taxes which, in the Administrator's judgment, are payable in
connection therewith.
          (b)  If and to the extent consented to by the
Administrator in its sole discretion, a person who exercises an
option may (i) tender to the Company previously-owned shares of
Stock, or (iii) have shares of Stock to be obtained upon exercise
of the option withheld by the Company on behalf of the optionee,
in either case to pay the amount of tax that the Administrator,
in its discretion, determines to be required to be withheld by
the Company.
     9.   ADJUSTMENT FOR CHANGES IN CAPITALIZATION.  The
existence of outstanding options shall not affect the Company's
right to effect adjustments, re-capitalization, reorganizations,
or other changes in its or any other corporation's capital
structure or business, any merger or consolidation, any issuance
of bonds, debentures, preferred or prior preference stock ahead
of or affecting the Stock, the dissolution or liquidation of the
Company's, or any other corporation's, assets or business, or any
other corporate act whether similar to the events described above
or otherwise.  Subject to Section 10, if the number of
outstanding shares of Stock is increased or decreased in number
or changed into or exchanged for a different number or kind of
securities of the Company or any other corporation by reason of a
re-capitalization, reclassification, stock split, combination of
shares, stock dividend or other event, the number and kind of
securities with respect to which options or restricted stock may
be granted under this Plan, the individual limitations under
Section 3(b) above, the number and kind of securities as to which
outstanding options may be exercised, the option price at which
outstanding options may be exercised hereunder shall be
proportionately adjusted.
     10.  DISSOLUTION, LIQUIDATION, MERGER.  In the event of a
dissolution or liquidation of the Company, a merger or
consolidation in which the Company is not the surviving
corporation, a reverse merger in which the Company is the
surviving corporation but in which more than fifty percent (50%)
of the shares of its Stock outstanding before the merger are
held, after the merger, by holders different from those
immediately prior to the merger, or a sale of more than eighty
percent (80%) of the assets of the Company, (a) except as
otherwise provided in the Option Agreement, the time at which
each outstanding option may be exercised (subject, in the case of
incentive stock options, to the limitations on exercisability set
forth in Section 6(c)(i) of this Plan) shall be accelerated at a
time such that the optionee (upon exercise of the option) would
be eligible to receive the consideration payable to holders of
Stock in connection with such liquidation, dissolution, merger,
consolidation, reverse merger or sale, and (b) except as
otherwise provided in the Restricted Stock Agreement, the
restrictions applicable to any restricted stock shall lapse.
     11.  RIGHTS AS STOCKHOLDER.  Unless the Plan or the
Administrator expressly specify otherwise, a participant shall
have no rights as a stockholder with respect to any shares of
Stock covered by a grant hereunder until the date of issuance (as
evidenced by the appropriate entry on the books of the Company or
a duly authorized transfer agent) of a certificate representing
the shares of Stock.  Subject to Sections 9 and 10, no adjustment
shall be made for dividends or other rights for which the record
date is prior to the date the certificate is issued.
     12.  DISQUALIFYING DISPOSITIONS.  If shares of Stock
acquired upon exercise of an incentive stock option are disposed
of in a "disqualifying disposition" (within the meaning of
Section 422 of the Code), the holder of the shares shall notify
the Company in writing, within five days after the disposition,
of the date and the terms of such disposition.  In the event of
any such disposition, the holder will comply with any other
requirements imposed by the Company in order to enable the
Company to secure the related income tax deduction to which it is
entitled.
     13.  TERMINATION OR AMENDMENT.
          (a)  The Board may amend, alter or discontinue this
Plan, but no amendment, alteration or discontinuance shall be
made which would impair the rights of a participant under an
outstanding grant without the participant's consent.  In
addition, the Board may not amend or alter the Plan without the
approval of stockholders of the Company entitled to vote at a
duly held stockholders' meeting or by an action by written
consent and, if at a meeting, a quorum of the voting power of the
Company is represented in person or by proxy, where such
amendment or alteration would, except as expressly provided in
the Plan, increase the total number of shares reserved for
issuance pursuant to grants under the Plan or in such other
circumstances as the Board deems appropriate to comply with Rule
16b-3 or with Section 422 of the Code or otherwise.
     14.  PARENT AND SUBSIDIARY.  As used in this Plan, "parent"
and "subsidiary" mean any corporation in an unbroken chain of
corporations which includes the Company if, at the relevant time,
each of the corporations other than the last corporation in the
chain owns stock possessing more than fifty percent (50%) of the
total combined voting power of all classes of stock of one of the
other corporations in the chain.
     15.  EMPLOYMENT OR CONSULTING RELATIONSHIP.  Nothing in this
Plan or any option granted hereunder shall interfere with or
limit in any way the right of the Company or of any its
subsidiaries to terminate any optionee's employment or consulting
at any time, nor confer upon any optionee any right to continue
in the employ of, or consult with, the Company or any its
subsidiaries.
     16.  GOVERNING LAW.  This Plan and the rights of all persons
under this Plan shall be construed in accordance with and under
applicable provisions of the Code and the laws of the State of
California.
                        * * * * * * * * *
     The Board adopted the ALZA Corporation 1992 Stock Option
Plan on January 30, 1992 and the stockholders approved it on May
4, 1992.  The Board amended the ALZA Corporation 1992 Stock
Option Plan on February 16, 1995, renaming it the ALZA
Corporation Amended and Restated Stock Plan (the "Amended and
Restated Plan") and the stockholders approved the amendments on
May 11, 1995.
     The Board amended the Amended and Restated Plan on February
12, 1997 to increase the number of shares from 6,000,000 to
9,000,000 and to provide for the transferability of option
rights.  The stockholders approved the amendment to increase the
number of shares on May 8, 1997.
     The Board further amended the Amended and Restated Plan on
August 13, 1997.  These amendments did not require stockholder
approval.
     The Board further amended the Amended and Restated Plan on
February 9, 1999 to increase the number of shares from 9,000,000
to 14,000,000, subject to stockholder approval.  The stockholders
approved this amendment on May 6, 1999.  The Compensation and
Benefits Committee of the Board made certain non-material
amendments to Section 8 of the Amended and Restated Plan on May
6, 1999.