Exhibit 10.2



                      IONICS, INCORPORATED
                     1986 STOCK OPTION PLAN
                   FOR NON-EMPLOYEE DIRECTORS
             (As amended through February 19, 1997)


1.   Purpose of Plan.

     This 1986 Stock Option Plan for Non-Employee Directors
(hereinafter called the "Plan") of Ionics, Incorporated
(hereinafter called the "Company") is intended to advance the
interests of the Company by providing a means of attracting
capable and qualified persons to serve as independent Directors,
and encouraging such persons to continue to serve as Directors,
through ownership of Common Stock of the Company.

2.   Definitions.

     2.1  "Optionee" shall mean a person to whom a stock option
has been granted under the Plan.

     2.2  "Subsidiary" shall mean a corporation, partnership or
other entity whose controlling stock or other ownership interest
is owned directly or indirectly by the Company.

3.   Effective Date.

     The Plan will become effective immediately upon its adoption
by the Board of Directors of the Company, subject, however, to
approval by the holders of a majority of the outstanding shares
of its capital stock having voting rights and present at the
meeting when the matter is acted upon.

4.   Stock Subject to the Plan.

     Subject to adjustment as provided hereinbelow, the total
number of shares of Common Stock, one dollar ($1.00) per share
par value (hereinafter "Common Stock"), of the Company for which 

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options may be granted pursuant to the Plan (hereinafter called
the "Options" and each singly an "Option") shall not exceed
200,000 shares in the aggregate.  Such shares may either be
authorized and unissued shares of Common Stock or issued shares
of Common Stock which have been reacquired by the Company and
held as treasury shares.  In the event that any Options granted
under the Plan shall be surrendered to the Company or shall
terminate, lapse or expire for any reason without having been
exercised in full, the shares not purchased under such Options
shall be available again for the purpose of issuance pursuant to
the Plan.

     Each eligible Director shall be granted an Option to acquire
2,000 shares of Common Stock as provided in Section 6, subject to
adjustment as provided hereinbelow, for each year of service as a
Director of the Company.

     In the event that the outstanding shares of the Common Stock
of the Company are hereafter increased or decreased or changed
into or exchanged for a different number or kind of shares, or
other securities of the Company or of another corporation, by
reason of reorganization, merger, consolidation,
recapitalization, reclassification, stock split-up, combination
of shares, or dividends payable in stock, corresponding
adjustments (as determined by the Board of Directors in their
sole discretion to be appropriate) shall be made in the number
and kind of shares as to which outstanding Options (or portions
thereof then unexercised) and Options to be issued in the future
pursuant to the terms of this Plan shall be exercisable, such
that the proportionate interest of each Optionee shall be
maintained as before the occurrence of such event.  Such
adjustments in outstanding Options shall be made without change
in the aggregate total option price of Option then outstanding
and unexercised, but with a corresponding adjustment in the
option price per share.


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5.   Administration of the Plan.

     The Plan shall be administered by the Board of Directors of
the Company or such committee composed of its Directors as may be
delegated this duty and function by resolution of the Board of
Directors (said Board or said Committee, as the case may be,
being hereinafter referred to as the "Administrators").  A
majority of the Administrators acting upon a particular matter
shall have no personal interest in the Option or matter with
which they are concerned.

     Subject to the express provisions of the Plan, the
Administrators may (1) construe the respective stock option
agreements and the Plan, prescribe, amend, and rescind rules and
regulations relating to the Plan and make all other
determinations necessary or advisable for administering the Plan,
and (2) correct any defect or supply any omission or reconcile
any inconsistency in the Plan or in any stock option agreement in
the manner and to the extent they shall deem expedient to carry
it into effect and (3) constitute and appoint a person or persons
selected by them to execute and deliver in the name and on behalf
of the Administrators all such agreements, instruments and other
documents.

6.   Eligibility; Grant of Options.

     Only persons who hold office as Directors of the Company and
who are not otherwise employees of the Company or of any of its
Subsidiaries may be granted an Option under this Plan.  Each
Director of the Company who is not otherwise an employee of the
Company or any Subsidiary shall be granted an Option to acquire
2,000 shares under the Plan with respect to his election to
office, and to each year that he continues to serve as a Director
of the Company.  Each such Director shall be entitled to receive
an Option to acquire 2,000 shares under the Plan immediately 


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after the annual meeting of the stockholders at which he is first
elected, and an additional Option to acquire 2,000 shares
immediately upon completion of each next successive year in
office.  A Director who assumes office at a time other than an
annual meeting of stockholders shall be entitled to receive his
initial Option to acquire 2,000 shares under the Plan immediately
after the annual meeting of stockholders next following his
assumption of office.  For purposes of the Plan, a Director shall
be considered to have completed a "year in office" on the date of
each annual meeting of stockholders while he continues in office;
provided, however, that if the interval between any two such
annual meetings is greater than 395 days, a Director shall be
considered to have completed a "year in office" for purposes of
the Plan on the 395th day after the preceding year's annual
meeting of stockholders, rather than on the date of the second of
the two such annual meetings.

7.   The Option Price.

     The price payable upon exercise of an Option granted
hereunder shall be the fair market value at the date of grant of
the shares covered by the Option.  For purposes of the Plan, if
the Common Stock of the Company is listed for trading on the New
York Stock Exchange (or any other registered stock exchange), the
fair market value of the shares shall be equal to the last sale
price for the Common Stock on such exchange on the trading day
next preceding the date of grant of an Option.

     The Option exercise price shall be paid (1) in cash, (2) in
shares of the Common Stock of the Company already owned by the
person exercising the Option, or (3) in any combination of cash
and of such shares.  In the event that such shares are delivered
to pay for all or a portion of the Option exercise price, they
shall be valued at the last sale price for the Common Stock on
the New York Stock Exchange (or other registered stock exchange) 


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as reported on the date of delivery of the shares in exercise of
the Option, and any shares delivered in payment of the Option
exercise price shall be free and clear from all restrictions on
transfer, claims or purchase rights, except as the Administrators
may affirmatively allow.

8.   Nontransferability of Options.

     Except as otherwise provided in this Section, no Option
granted under the Plan shall be encumbered, assigned or otherwise
transferred, otherwise than by will or the laws of descent and
distribution, and an Option may be exercised during the lifetime
of an Optionee only by him.  The Administrators may, in their
discretion, authorize all or a portion of the Options granted or
to be granted to an Optionee to be on terms which permit transfer
by such Optionee to (i) the spouse, children or grandchildren of
the Optionee ("Immediate Family Members"), (ii) a trust or trusts
for the exclusive benefit of such Immediate Family Members, or
(iii) a partnership in which such Immediate Family Members are
the only partners, provided that (x) the stock option agreement
pursuant to which such Options are granted must be approved by
the Committee, and must expressly provide for transferability in
as manner consistent with this Section, and (y) subsequent
transfers of transferred Options shall be prohibited otherwise
than by will or the laws of descent and distribution.

     Following transfer, any such Options shall continue to be
subject to the same terms and conditions as were applicable
immediately prior to transfer, provided that for purposes of
Section 2.1 hereof, the term "Optionee" shall be deemed to refer
to the transferee.  The provisions regarding duration of Options
in Section 9 hereof shall continue to apply with respect to the
original Optionee as to all Options granted to such Optionee,
whether or not transferred pursuant to this Section.





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9.   Duration of Options.

     Each Option shall expire not more than ten (10) years from
its date of grant, but shall be subject to earlier termination:

     (a)  in the event that the Optionee ceases to be a Director
          of the Company, an Option may thereafter be exercised
          by him only to the extent that under Section 10, the
          right to exercise the Option has accrued and is in
          effect, and only within the period of thirty (30) days
          after the Optionee ceases to be a Director; or
     (b)  in the event that the Optionee dies while holding
          office as a Director or within the 30-day period
          described in paragraph (a), an Option granted to him
          may thereafter be exercised by his estate or by any
          person or persons who acquired the right to exercise
          the Option by bequest or by inheritance or by reason of
          the death of the Optionee, to the extent of the full
          number of shares covered by the Option, regardless of
          whether the Optionee at the time of this death was
          entitled to exercise the Option in full, but only
          within the period of ninety (90) days after his death.

10.  Time and Manner of Exercise.

     Options granted under the Plan shall not be exercisable for
a period of six (6) months after their date of grant, but shall
be immediately exercisable in full thereafter; provided, however,
that (i) options may be exercised only during the periods
beginning on the third business day following the date on which
the Company releases for publication its annual or quarterly
financial reports and ending on the twelfth business day
following such date and (ii) no Option shall be exercisable after
ten (10) years from the date on which it was granted.

     To the extent that the right to exercise an Option has
accrued and is in effect, the Option may be exercised in full at
one time or in part from time to time by giving written notice,
signed by the person or persons exercising the Option, to the
Company, stating the number of shares with respect to which the 


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Option is being exercised, and accompanied by payment in full for
such shares in accordance with Section 7.  There shall be no such
exercise at any one time as to fewer than two hundred (200)
shares or all of the remaining shares then purchaseable by the
person or persons exercising the Option, if fewer than two
hundred (200) shares.  Upon such exercise, delivery of a
certificate for paid-up non-assessable shares shall be made at
the principal Massachusetts office of the Company to the person
or persons exercising the Option at such time, during ordinary
business hours, after fifteen (15) days but not more than thirty
(30) days from the date of receipt of the notice by the Company,
as shall be designated in such notice, or at such time, place or
manner as may be agreed upon by the Company and the person or
persons exercising the Option.  Notwithstanding the foregoing,
the Company may delay issuance of shares pursuant to an Option
until the person exercising the Option has complied with all of
the terms and conditions of the Plan and the applicable stock
option agreement.

11.  Stock Option Agreement Required.

     Each Option granted under the Plan shall be evidenced by a
written option agreement (the "Agreement") between the Company
and the Optionee, in such form as the Administrators shall
determine, which Agreements may but need not be identical, and
which shall (i) comply with and be subject to the terms and
conditions of the Plan and (ii) provide that the Optionee agrees
to continue to serve as a Director of the Company during the term
for which he was elected, and that during such term he will not,
without the written consent of the Company, directly or
indirectly, accept employment from, or engage in any work or
activities as an employee, officer, director, agent, consultant,
partner, proprietor or principal stockholder for any other
corporation, person or entity having business substantially
competitive to the business in which the Company or its
Subsidiaries are then engaged.  Any Agreement may contain such
other terms, provisions and conditions not inconsistent with the
Plan as may be determined by the Administrators.  No Option shall
be granted within the meaning of the Plan, and no purported grant
of any Option shall be effective, until such an Agreement shall
have been duly executed on behalf of the Company and the Director
to whom the Option is to be granted.

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12.  Purchase for Investment; Rights of Holder of Subsequent
     Registration.

     Unless the shares to be issued upon exercise of an Option
have been effectively registered under the Securities Act of 1933
as now in force or hereafter amended, the Company shall be under
no obligation to issue any shares covered by any Option unless
the person who exercises such Option, in whole or in part, shall
give a written representation and undertaking to the Company
which is satisfactory in form and scope to counsel to the Company
and upon which, in the opinion of such counsel, the Company may
reasonably rely, that he is acquiring the shares issued to him
pursuant to such exercise of the Option for his own account as an
investment and not with a view to, or for sale in connection
with, the distribution of any such shares, and that he will make
no transfer of the same except in compliance with any rules and
regulations in force at the time of such transfer under the
Securities Act of 1933, or any other applicable law, and that if
shares are issued without such registration, a legend to this
effect may be endorsed upon the securities so issued.  In the
event that the Company shall, nevertheless, deem it necessary or
desirable to register under the Securities Act of 1933 or other
applicable statutes any shares with respect to which an Option
shall have been exercised, or to qualify any such shares for
exemption from the Securities Act of 1933 or other applicable
statutes, then the Company shall take such action at its own
expense and may require reasonable indemnity to the Company and
its officers and Directors from such holder against all losses,
claims, damages and liabilities arising from such use of the
information so furnished and caused by any untrue statement of
any material fact therein, or caused by omission to state a
material fact required to be stated therein or necessary to make
the statement therein not misleading in light of the
circumstances under which they were made.

13.  Listing of Option Stock.

     So long as the Common Stock of the Company is listed on the
New York Stock Exchange or any other stock exchange, the Company
shall take necessary steps so that the shares to be issued upon
exercise of an Option are listed by such exchange, or will be so
listed, upon notice of issuance.

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14.  Effect of Option.

     The grant of an Option shall not entitle the Optionee to
have or claim any rights of a stockholder of the Company, whether
as to dividends, voting rights or otherwise.  Neither the grant
of an Option nor the making of any Agreement under the Plan shall
confirm upon the Optionee any right with respect to continuation
of his Directorship, nor shall it affect or restrict the right of
the Company or any assuming or succeeding Company to terminate
such Directorship at any time.

15.  Termination, Suspension, Amendment or Modification of the
     Plan.

     Unless sooner terminated as hereinafter provided, the Plan
will terminate at the close of business on May 7, 2002.

     The Board may at any time terminate or suspend the Plan or
make such modification or amendment thereof as it deems
advisable, provided, however, that the Board may not, without
approval by the affirmative vote of the holders of a majority of
the securities of the Company present, or represented, and
entitled to vote at a meeting duly held in accordance with the
applicable laws of the Commonwealth of Massachusetts, (i)
materially increase the benefits accruing to participants under
the Plan;  (ii) materially increase the number of shares for
which Options may be granted under the Plan; or (iii) materially
modify the requirements as to eligibility for participation in
the Plan.  In no event, however, may any provision of this Plan
specified in Rule 16b-3(c)(2)(ii)(A) (or any successor or amended
provision thereof) of the Securities Exchange Act of 1934
(including without limitation, provisions as to eligibility and
who may participate in the Plan, the amount and price of shares
for which Options may be granted or the timing of awards), be
amended more than once every six months, other than to comport
with changes in the Internal Revenue Code, the Employee
Retirement Income Security Act, or the rules thereunder.
Termination or any modification or amendment of the Plan shall
not, without consent of a participant, affect his rights under an
Option previously granted to him.


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16.  Merger, Consolidation or Sale of the Entire Business of the 
     Company.

     If before the expiration of the Plan, the Company shall
merge with, consolidate in or with, or sell all or substantially
all of its assets and business to another corporation or entity
(other than a company or entity which continues under the control
of the same persons who were the stockholders or owners of the
Company immediately prior to the event), all Options then
outstanding shall become subject to exercise in full as of the
effective date of said transaction.

17.  Compliance with Applicable Laws and Regulations.

     Upon exercise of any Option granted hereunder, the person
exercising the Option shall file any and all reports required of
him under the Securities Exchange Act of 1934, as amended, or
otherwise.























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