EXHIBIT 10.20

ALZA Corporation
Amended and Restated Executive Deferral Plan II
2000 Amendment 2

     ALZA Corporation, a Delaware corporation (the "Company"),
pursuant to the power granted to it by Section 10.2 of the ALZA
Corporation Amended and Restated Executive Deferral Plan II, as
amended (the "Plan"), hereby amends the Plan, as follows,
effective as of August 9, 2000.

1.   Section 1.29 is added to read as follows:

     "1.29     "Consultant" shall mean a Participant who enters
          into a written consulting arrangement with the Company
          under which the Participant becomes an independent
          consultant to the Company."

2.   Section 1.30 is added to read as follows:

     "1.30     "Deferred Compensation Plan for Consultants" shall
          mean any nonqualified deferral plan that is established
          by the Company from time to time for a select group of
          independent consultants that allows such consultants to
          defer compensation paid to them by the Company."

3.   Section 2.3 is added to read as follows:

     "2.3 Consultant.

     (a)  Change in Status.  If immediately upon or prior to a
          Participant's Retirement or Termination of Employment, either as
          an employee or as a Director, the Participant:

          (i)  becomes a Consultant; and

          (ii) made a timely and valid election in accordance with Section
               2.3(b) below,

          the Participant's entire Account Balance shall be
          rolled over to the Deferred Compensation Plan for
          Consultants as of the date of the Participant's
          Retirement or Termination of Employment, the
          Participant's participation in this Plan shall
          cease, and any obligations of the Company to the
          Participant with respect to his or her former
          Account Balance under this Plan shall be governed by
          the terms and conditions of the Deferred
          Compensation Plan for Consultants and not this Plan.
          If the Participant does meet all of the requirements
          set forth in (i) through (ii) immediately above, or
          a Deferred Compensation Plan for Consultants is not
          in existence at the time of the Participant's
          Retirement or Termination of Employment, the
          Participant's Account Balance shall continue to be
          governed by the terms and conditions of this Plan.

     (b)  Election.  Concurrent with the effective date of this
          Amendment, any current Participant in this Plan, who has not
          Retired or experienced a Termination of Employment, shall have
          the opportunity to elect whether or not to have his or her
          Account Balance rolled over to the Deferred Compensation Plan for
          Consultants in the event that the Participant becomes a
          Consultant and the conditions for a rollover, as set forth in
          Section 2.3(a) above, are met.  Any new Participant in this Plan
          shall have an opportunity to make a similar election at the time
          he or she becomes a Participant in the Plan.  Thereafter, a
          Participant may annually change his or her election to roll or
          not roll his or her Account Balance over to the Deferred
          Compensation Plan for Consultants by submitting a new Election
          Form to the Committee, provided that any such Election Form is
          submitted at least one (1) year prior to the Participant's
          Retirement or Termination of Employment and is accepted by the
          Committee in its sole discretion.  The Election Form most
          recently accepted by the Committee shall govern."

4.   Section 13.14 is added to read as follows:

     "13.14    No Guarantee.  Nothing in this Plan shall be
          deemed to give a Participant the right to be retained
          in the service of the Company as a Consultant or to be
          eligible to participate in the Deferred Compensation
          Plan for Consultants.  Any election made under Section
          2.3 above is an election that is expressly contingent
          on the Participant meeting the requirements of Section
          2.3 above."

5.   Except as expressly provided herein, the provisions of the
     Plan will continue in their entirety as set forth immediately
     prior to the effective date of this amendment.

     The Company has caused this Amendment to be signed by its
duly authorized officer as of the date written below.

                              ALZA Corporation, a Delaware Corporation

                              By:  David R. Hoffmann

                              Its: Vice President, Treasurer

                              Date: October 25, 2000