EXHIBIT 10.5

                      ALZA CORPORATION
               Amended and Restated Stock Plan
            (as amended through August 13, 1997)

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 nonstatutory 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 9,000,000 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 nondiscretionary
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.  Nonstatutory
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 nonstatutory 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 nonemployee 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 nonstatutory 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 nonemployee 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 nonstatutory 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 nonstatutory 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
nonstatutory 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 nonstatutory 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.

     Nonstatutory 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 nonstatutory 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
nonstatutory 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 cashless 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)  Nonassignability 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 judgement, are payable in
connection therewith.

     (b)  If and to the extent consented to by
the Administrator in its sole discretion, a
person 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, 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, recapitalization, 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 recapitalization, 
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.  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 and the stockholders approved the
amendments on May 11, 1995.

          The Board amended the ALZA Corporation
Amended and Restated Stock 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 ALZA
Corporation Amended and Restated Stock Plan on
August 13, 1997.  These amendments did not
require stockholder approval.