EXHIBIT 10.2

                             ENGINEERING ANIMATION, INC.

                                STOCK OPTION PLAN

              (As Amended and Restated Effective February 10, 1999)

         1. Purpose.  The purpose of  Engineering  Animation,  Inc. Stock Option
Plan (the "Plan"), as hereinafter set forth, is to enable Engineering Animation,
Inc., a Delaware  corporation  (the  "Company"),  to attract,  retain and reward
corporate  officers  and  managerial  and  other  significant   employees,   and
non-employees (other than non-employee directors) who have an ongoing consultant
or independent  contractor  relationship  with the Company,  by offering them an
opportunity to have a greater  proprietary  interest in and closer identity with
the Company and with its financial success.

         Options  granted  under  this Plan may be  incentive  or  non-qualified
(collectively  referred  to as  "Options").  Proceeds  of cash or Company  Stock
received by the Company from the sale of Common Stock of the Company pursuant to
Options granted under the Plan will be used for general corporate purposes.

         2.  Administration.  The Plan  shall  be  administered  by a  Committee
consisting  of two or more  members of the Board of Directors of the Company who
are appointed  from time to time by said Board of Directors  (the  "Committee").
Subject to the express  provisions  of the Plan,  the  Committee  shall have the
power to  interpret  the  Plan,  to  prescribe,  amend  and  rescind  rules  and
regulations  relating to the Plan,  to  determine  the terms and  provisions  of
Participants'  individual option agreements (which need not be identical) and to
make such other  determinations  as it deems  necessary or advisable in carrying
out the  administration  of the Plan.  All decisions of the Committee on matters
within its jurisdiction shall be conclusive and binding.  To the extent required
to comply  with the  relevant  provisions  of Rule  16b-3  under the  Securities
Exchange  Act  of  1934,  each  member  of  the  Committee  shall  qualify  as a
"non-employee director," as defined in Rule 16b-3 or in any successor definition
adopted by the  Securities  and Exchange  Commission.  No member of the Board of
Directors or the Committee shall be liable for any action taken or determination
made in good faith.

         3.       Definitions.  Whenever used in this  Agreement,  the
following  terms shall have the meanings set forth below:

                  (a) "Beneficial Owner" shall have the meaning ascribed to such
         term in Rule  13d-3 of the  General  Rules  and  Regulations  under the
         Securities Exchange Act of 1934.

                  (b) "Change in Control" of the Company shall be deemed to have
         occurred  if the  conditions  set  forth  in any  one  or  more  of the
         following paragraphs shall have been satisfied:

                           (i)  Any  Person   other  than  a  trustee  or  other
                  fiduciary holding securities under an employee benefit plan of
                  the Company,  or a corporation owned directly or indirectly by
                  the  stockholders  of the  Company in  substantially  the same
                  proportions  as their  ownership of Shares of the Company,  or
                  other than a Person  whose  stock  ownership  is approved by a
                  vote  of  two-thirds  (2/3)  of  the  Directors  who  are  not
                  affiliated  with such Person),  becomes the Beneficial  Owner,
                  directly  or   indirectly,   of   securities  of  the  Company
                  representing  50% or more of the combined  voting power of the
                  Company's then outstanding securities; or

                           (ii)  During  any  period of two  consecutive  fiscal
                  years,  individuals  who  at  the  beginning  of  such  period
                  constitute the Board of Directors (and any new Director, whose
                  election the Board of  Directors  was approved by a vote of at
                  least  two-thirds  (2/3) of the Directors then still in office
                  who either were  Directors  at the  beginning of the period or
                  whose  election was  previously  so  approved),  cease for any
                  reason to constitute a majority thereof; or

                           (iii) The  stockholders  of the Company approve (a) a
                  plan  of  complete  liquidation  of  the  Company;  or  (b) an
                  agreement for the sale or disposition of all or  substantially
                  all the Company's  assets; or (c) a merger or consolidation of
                  the Company with any other corporation, other than a merger or
                  consolidation  which would result in the voting  securities of
                  the Company  outstanding  immediately prior thereto continuing
                  to  represent  (either by  remaining  outstanding  or by being
                  converted into voting securities of the surviving entity),  at
                  least 50% of the combined voting securities of the Company (or
                  such  surviving  entity)  outstanding  immediately  after such
                  merger or consolidation;

                           (iv) The Board of  Directors  agrees by a  two-thirds
                  (2/3)  vote,  that a Change  in  Control  of the  Company  has
                  occurred.

         However,  in no event  shall a Change  in  Control  be  deemed  to have
         occurred, with respect to a Participant, if that Participant is part of
         a purchasing group which consummates the Change in Control transaction.
         A Participant shall be deemed "part of a purchasing group" for purposes
         of the preceding  sentence if the Participant is an equity  participant
         or has agreed to become an equity participant in the purchasing company
         or group  (except  for (i)  passive  ownership  of less  than 3% of the
         shares  of  the  purchasing   company;  or  (ii)  ownership  or  equity
         participation in the purchasing company or group which is otherwise not
         deemed to be significant,  as determined prior to the Change in Control
         by a majority of the disinterested Directors of the Company).

                  (c)      "Common Stock" shall mean the Company's $0.01 par
                            value common stock.

                  (d) "Person"  shall have the meaning  ascribed to such term in
         Section  3(a)(9)  of the  Securities  Exchange  Act of 1934 and used in
         Sections 13(d) and 14(d) thereof,  including a group defined in Section
         13(d).

         4. Eligibility.  Options may be granted under this Plan to any employee
of the Company or its subsidiaries whose participation the Committee  determines
is in the best  interest of the Company,  including  employees  who are officers
and/or  members  of the  Board of  Directors,  and to any  nonemployee  who is a
consultant or  independent  contractor to the Company  whose  participation  the
Committee  determines is in the best interests of the Company  ("Participants");
provided,  however,  that no incentive options shall be granted to anyone who is
not an  employee  of the  Company  and no  non-employee  member  of the Board of
Directors  shall be  eligible  to receive any new Option  grant  hereunder.  The
Committee shall have absolute discretion to determine,  within the limits of the
express provisions of the Plan, those Participants to whom and the time or times
at which Options shall be granted. The Committee shall also determine the number
of shares to be  subject  to each  Option,  the  duration  of each  Option,  the
exercise price (Option price) under each Option,  the time or times within which
(during the term of the Option) all or portions of each Option may be exercised,
and whether cash or Common Stock may be accepted in full or partial payment upon
exercise of an Option. In making such determination, the Committee may take into
account  the nature of the  services  rendered  by the  Participant,  his or her
present and  potential  contributions  to the  Company's  success and such other
factors  as the  Committee  in its  discretion  shall deem  relevant;  provided,
however,  that no Option granted under this Plan may become exercisable prior to
six (6) months following the date it is granted.

         5. Common  Stock.  The number of shares of Common Stock with respect to
which Options may be granted under the Plan shall not exceed,  in the aggregate,
2,335,000  shares,  subject to adjustment in accordance  with the  provisions of
Section  12 of the Plan;  provided,  however,  the  maximum  number of shares of
Common Stock with respect to which Options may be granted to any one  individual
in any calendar year may not exceed 500,000 shares.

         In  the  event  that  any  Option   granted   under  the  Plan  expires
unexercised,  is surrendered by a Participant for  cancellation or is terminated
or ceases to be  exercisable  for any other  reason  without  having  been fully
exercised  prior to the end of the period  during  which  Options may be granted
under the Plan, the shares subject to such Option, or to the unexercised portion
thereof,  shall again become  available  for new Options to be granted under the
Plan to any eligible Participant (including the holder of such former Option) at
an Option  price  determined  in  accordance  with  Section 6(a) or Section 7(a)
hereof, as appropriate,  which price may then be greater or less than the Option
price of such former Option.  Any shares of Common Stock that are surrendered or
withheld in payment of the exercise  price of an Option or that are  surrendered
or withheld in satisfaction  of any tax liabilities  resulting from the exercise
of an Option  will be added to the  aggregate  number of shares of Common  Stock
available for new Option grants hereunder.

         6. Required  Terms and Conditions of Incentive  Options.  The incentive
options  granted  under this Plan are intended to be "incentive  stock  options"
within the meaning of that term in Section 422 of the  Internal  Revenue Code of
1986,  as amended (the "Code"),  and the  provisions  of each  incentive  option
granted shall be  interpreted in a manner  consistent  with Section 422 and with
all valid regulations issued thereunder. Such incentive options shall be granted
in such form and upon such terms and conditions,  including provisions as to the
treatment of  outstanding  incentive  options upon the occurrence of a Change in
Control,  as the  Committee  shall from time to time  determine,  subject to the
general provisions of the Plan, and the following specific rules:

                  (a) Option Price. The purchase price per share of Common Stock
         subject to an  incentive  option shall be fixed by the  Committee,  but
         shall  not be less  than  100% of the Fair  Market  Value  per share of
         Common Stock at the time the incentive option is granted.  However,  if
         an  eligible  Participant  on the date that an option is granted  owns,
         directly or  indirectly,  within the  meaning of Section  424(d) of the
         Code,  stock  representing  more  than 10% of the  voting  power of all
         classes  of stock of the  Company,  then the  purchase  price per share
         shall in no  instance  be less than 110% of the Fair  Market  Value per
         share of Common  Stock at the time the  incentive  option  is  granted;
         provided further,  however, that the incentive option price shall in no
         event be less than the par value of the  Common  Stock  subject to such
         incentive option. See Section 8 below for determination of "Fair Market
         Value."

                  (b)  Maximum  Term.  Notwithstanding  anything  herein  to the
         contrary, no incentive option shall be exercisable after the expiration
         of ten years from the date it is granted and no incentive  option shall
         be  exercisable  after  the  expiration  of five  years  in the  case a
         Participant  who at the time of grant  owns  (directly  or  indirectly,
         including the shares  purchasable under such incentive option) stock of
         the Company possessing more than 10% of the total combined voting power
         of all classes of stock of the Company.

                  (c)  Time of  Exercise.  The  Committee  shall  determine  the
         duration of each  incentive  option and the time or times  within which
         (during  the term of the  incentive  option)  all or  portions  of each
         incentive  option may be  exercised,  except to the  extent  that other
         terms of exercise are specifically  provided by other provisions of the
         Plan.

                  (d)  Value  of  Shares.   The  aggregate   Fair  Market  Value
         (determined at the date of grant) of the incentive options  exercisable
         for the first time by a Participant  during any calendar year shall not
         exceed $100,000 or any other limit imposed by the Code.

                  (e) Limitations on  Dispositions.  To retain  incentive option
         tax treatment,  stock received upon exercise of an incentive option may
         not be  disposed  of prior to the later of two years  from the date the
         incentive  option was  granted or one year from the date the shares are
         transferred to the Participant upon exercise of the incentive option.

         7.  Required  Terms  and  Conditions  of  Nonqualified   Options.   The
nonqualified  options granted under the Plan shall be in such form and upon such
terms and  conditions,  including  provisions as to the treatment of outstanding
nonqualified  options  upon  the  occurrence  of a  Change  in  Control,  as the
Committee shall from time to time determine,  subject to the general  provisions
of the Plan, and the following specific rules:

                  (a)      Option  Price.  The option  price of each option to
                           purchase  Common Stock shall be 100% of the
         Fair Market Value per share of Common Stock at the date the option is
         granted.

                  (b)      Maximum Term. No option shall be  exercisable  after
         the  expiration of fifteen (15) years from the date it is granted,
         except as provided in Section 10(b), (c), (d) or (e).

                  (c)  Time of  Exercise.  The  Committee  shall  determine  the
         duration of each Option and the time or times within which  (during the
         term of Option) all or portions of each Option may be exercised, except
         to the extent that other terms of exercise are specifically provided by
         other provisions of the Plan; provided, however, that no Option granted
         under  this  Plan  may  become  exercisable  prior  to six  (6)  months
         following the date it is granted.

         8.  Fair  Market  Value.  "Fair  Market  Value"  shall  be  the  amount
determined by the Committee from time to time,  using such good faith  valuation
methods as it deems  appropriate,  except  that as long as the  Common  Stock is
traded on NASDAQ or a recognized  stock  exchange,  it shall mean the average of
the  highest and lowest  quoted  selling  prices for the Shares on the  relevant
date, or (if there were no sales on such date) the weighted average of the means
between  the  highest and the lowest  quoted  selling  prices on the nearest day
before and the nearest day after the relevant  date,  as  prescribed by Treasury
Regulation 20.2031-2(b)(2),  as reported in the Wall Street Journal or a similar
publication selected by the Committee.

         9.  Conversion  and  Modification.  The  Company  retains  the right to
convert incentive options to nonqualified options. The Company may modify grants
of options to  Participants  who are foreign  nationals or employed  outside the
United States to fulfill Plan purposes and recognize  differences  in local law,
tax policy and custom.

         10.      Expiration of Option.

                  (a)  General  Rule.  Except with  respect to Options  expiring
         pursuant to Section 10(b), (c), (d) or (e), each Option shall expire on
         the  first  to  occur  of:  (i) the  tenth  anniversary  in the case of
         incentive  Options,  or  the  fifteenth  anniversary  in  the  case  of
         nonqualified  Options,  of the  date of  grant  thereof,  or  (ii)  the
         expiration date or dates set forth in the applicable Option agreement.

                  (b) Expiration  Upon  Termination  of Employment.  Except with
         respect to Options  expiring  pursuant to Section 10(c), (d) or (e), an
         Option  shall  expire on the first to occur of the  applicable  date or
         dates  determined  pursuant  to  Section  10(a)  or the  date  that the
         employment  or  relationship  of  the  Participant   with  the  Company
         terminates.  Notwithstanding  the preceding  provisions of this Section
         10(b),  the  Committee,  in its  sole  discretion,  may  permit  such a
         Participant to exercise an Option during a period  following his or her
         termination of employment,  which period shall not exceed three months.
         In no event,  however,  may the Committee  permit such  Participant  to
         exercise an Option under this Section 10(b) after the  expiration  date
         computed under Section 10(a).

                  (c) Expiration  Upon Disability or Death. If the employment or
         relationship of a Participant with the Company  terminates by reason of
         disability  (as  determined in the  discretion of the  Committee) or by
         reason of death,  his or her  Options,  if any,  shall expire after the
         first to occur of the  expiration  date computed under Section 10(a) or
         the one-year  anniversary of termination of employment or  relationship
         by reason of disability or death.

                  (d)  Expiration  Upon  Retirement.  If  the  employment  of  a
         Participant with the Company terminates due to "retirement," as defined
         below, with the consent of the Committee,  his or her Options,  if any,
         shall  expire  on the  first to occur of the  applicable  date or dates
         determined  pursuant  to Section  10(b).  If a  Participant  who has so
         retired  dies  prior to  exercising  in full an  Option  which  has not
         expired pursuant to the preceding sentence,  then,  notwithstanding the
         preceding sentence,  his or her Options shall expire after the first to
         occur  of the  expiration  date  computed  under  Section  10(a) or the
         one-year   anniversary  of  the  date  of  the   Participant's   death.
         "Retirement"  for purposes of this Plan shall mean the  termination  of
         employment  of a  Participant  with the  Company on or after the date a
         Participant attains age 65.

                  (e) Expiration  Upon  Termination for Cause. If the employment
         or  relationship  of a  Participant  is  terminated  by the Company for
         substantial  cause,  the  Participant's  right to  exercise  his or her
         Options  shall   terminate  at  the  time  notice  of   termination  of
         employment, or cancellation of relationship, is given by the Company to
         such  Participant.  For purposes of this provision,  substantial  cause
         shall include:

                           (i)  The  commission  of  an  action  against  or  in
                  derogation of the interests of the Company which, if proven in
                  a court of law,  would  constitute  a violation  of a criminal
                  code or similar law;

                           (ii)     Divulging the Company's confidential
                  information; or

                           (iii) The  performance of any similar action that the
                  Committee, in its sole discretion, may deem to be sufficiently
                  injurious  to  the  interest  of  the  Company  to  constitute
                  substantial cause for termination.

         11.  Method of Exercise.  Options may be  exercised  by giving  written
notice to the Corporate  Secretary of the Company,  stating the number of shares
of Common  Stock  with  respect  to which  the  Option  is being  exercised  and
tendering  payment  therefor.  The exercise  price of an Option shall be paid in
full at the time that the Option, or any part thereof, is exercised.  Subject to
the approval of the Committee, payment may be made (i) in cash, (ii) through the
surrender  of  previously  acquired  shares of Common Stock having a Fair Market
Value equal to the exercise price of the Option or the  withholding of shares of
Common  Stock  having a Fair  Market  Value equal to the  exercise  price of the
Option, or (iii) a combination of (i) and (ii).

         12.      Adjustments.

                  (a) The  aggregate  number  of shares  of  Common  Stock  with
         respect to which Options may be granted hereunder, the number of shares
         of Common Stock subject to each outstanding Option and the Option price
         per share for each such Option may all be  appropriately  adjusted,  as
         the Committee may determine, for any increase or decrease in the number
         of  shares of  issued  Common  Stock of the  Company  resulting  from a
         subdivision or consolidation of shares whether through  reorganization,
         payment of a share dividend or other increase or decrease in the number
         of such shares outstanding effected without receipt of consideration by
         the Company,  distribution of assets to stockholders, or the assumption
         and conversion of outstanding options in an acquisition of the Company;
         provided,  however,  that no  adjustment  in the number of shares  with
         respect to which Options may be granted under the Plan or in the number
         of shares  subject to  outstanding  Options shall be made except in the
         event  that  such  adjustment,   together  with  all  respective  prior
         adjustments which were not made as a result of this provision,  involve
         a net change of more than 10%.

                  (b) Subject to any required action by the stockholders, if the
         Company  shall  be a  party  to  a  transaction  involving  a  sale  of
         substantially  all its assets, a merger or a consolidation,  any Option
         granted hereunder shall pertain to and apply to the securities to which
         a holder of the number of shares of Common Stock  subject to the Option
         would have been entitled if the  Participant  actually  owned the stock
         subject  to  the  Option   immediately  prior  to  the  time  any  such
         transaction became effective;  provided,  however, that all unexercised
         Options  under  the  Plan  may be  canceled  by the  Company  as of the
         effective date of any such  transaction by giving notice to the holders
         thereof  of its  intention  to do so and by  permitting  the  exercise,
         during  the  30-day  period   preceding  the  effective  date  of  such
         transaction,  of all  partly  or  wholly  unexercised  Options  in full
         (without regard to installment  exercise  limitations).  This provision
         shall apply provided that the Participant is not terminated for cause.

                  (c) In the case of  dissolution  of the Company,  every Option
         outstanding  hereunder shall terminate;  provided,  however,  that each
         Participant  shall have 30 days'  prior  written  notice of such event,
         during  which time the holder shall have a right to exercise the partly
         or wholly  unexercised  Option (without regard to installment  exercise
         limitations).

                  (d) On the  basis of  information  known to the  Company,  the
         Committee  shall  make  all  determinations   under  this  Section  12,
         including  whether a transaction  involves a sale of substantially  all
         the Company's assets, and all such  determinations  shall be conclusive
         and binding.

         13. Option  Agreements.  Each Participant shall agree to such terms and
conditions in connection with the exercise of an Option,  including restrictions
on the  disposition of the Common Stock acquired upon the exercise  thereof,  as
the Committee may deem appropriate. Option agreements need not be identical. The
certificates  evidencing the shares of Common Stock acquired upon exercise of an
Option may bear a legend referring to the terms and conditions  contained in the
respective  Option  agreement  and the Plan,  and the  Company  may place a stop
transfer order with its transfer  agent against the transfer of such shares.  If
requested to do so by the  Committee at the time of exercise of an Option,  each
Participant shall execute a certificate  indicating that he or she is purchasing
the Common  Stock  under such  Option for  investment  and not with any  present
intention to sell the same.

         14.  Withholding of Taxes. Upon the exercise of an Option,  the Company
may deduct any Federal, state or local taxes required by law to be withheld with
respect to such exercise.  Any holder of an Option may elect to surrender shares
of  Common  Stock  previously  acquired  by the  holder  or to have the  Company
withhold  shares that would have otherwise been issued to the holder pursuant to
the exercise of an Option,  the number of such withheld or surrendered shares to
be  sufficient  to satisfy  all or a portion of the  income tax  liability  that
arises upon such exercise.

         15. Legal and Other Requirements. The obligation of the Company to sell
and deliver  Common Stock under Options  granted under the Plan shall be subject
to all applicable federal and state laws,  regulations,  rules and approvals.  A
Participant  shall have no rights as a  stockholder  with  respect to any shares
covered  by an Option  granted to or  exercised  by him or her until the date of
delivery of a stock  certificate  to him or her for such shares.  No  adjustment
other than  pursuant to Section 12 hereof  shall be made for  dividends or other
rights for which the record date is prior to the date such stock  certificate is
delivered.

         16.  Nontransferability.  During the  lifetime  of a  Participant,  any
Option granted to him or her shall be  exercisable  only by him or her or by his
or her  guardian  or legal  representative.  No Option  shall be  assignable  or
transferable,  except  by will or by the laws of  descent  and  distribution  or
pursuant  to a qualified  domestic  relations  order as defined by the  Internal
Revenue Code or the Employee  Retirement Income Security Act. The granting of an
Option shall impose no obligation upon the Participant to exercise such Option.

         17.  Indemnification of Committee.  In addition to such other rights of
indemnification  as they may have as  members  of the Board of  Directors  or as
members of the Committee,  the members of the Committee  shall be indemnified by
the Company against the reasonable expenses,  including attorneys' fees actually
and necessarily  incurred in connection with the defense of any action,  suit or
proceeding (or in connection with any appeal  therein),  to which they or any of
them may be a party by reason of any action  taken or failure to act under or in
connection  with the Plan or any  Option  granted  hereunder,  and  against  all
amounts paid by them in settlement thereof (provided such settlement is approved
by  independent  legal  counsel  selected  by the  Company)  or  paid by them in
satisfaction  of a judgment in any such  action,  suit or  proceeding  that such
Committee member is liable for gross negligence or misconduct in the performance
of his or her duties;  provided,  that within 60 days after  institution  of any
such action,  suit or proceeding,  Committee  members shall in writing offer the
Company the opportunity, at its own expense, to handle and defend the same.

         18. No Contract of  Employment.  Neither the  adoption of this Plan nor
the grant of any Option  shall be deemed to obligate the Company to continue the
employment or relationship of any  Participant  for any particular  period,  nor
shall the granting of an Option  constitute a request or consent to postpone the
retirement date of any Participant.

         19.  Termination  and Amendment of Plan. No Incentive  Options shall be
granted  under the Plan more than ten years  after the date the Plan was adopted
by the Board of Directors.  The Board of Directors,  acting by a majority of its
members,  without further action on the part of the stockholders,  may from time
to time alter,  amend or suspend the Plan or any Option granted hereunder or may
at any time terminate the Plan;  provided,  however,  the Board of Directors may
not materially increase the number of shares of Common Stock subject to the Plan
(except as provided in Section 12 hereof),  and  provided  further  that no such
action shall materially and adversely affect any outstanding Options without the
consent of the respective Participants.

         20.  Effective  Date of  Plan.  The  Plan as  adopted  by the  Board of
Directors and approved by  stockholders  was originally  effective as of June 9,
1994 and was  amended and  restated as of January 1, 1996 and May 1, 1997.  This
amendment and restatement of the Plan is effective February 10, 1999, subject to
the approval of the Company's stockholders.