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                                                                    EXHIBIT 10.1

                         INSPIRE PHARMACEUTICALS, INC.

                             AMENDED AND RESTATED
                                1995 STOCK PLAN


     A.   Inspire Pharmaceuticals, Inc. (the "Company") heretofore established
this 1995 Stock Plan (the "Plan") to encourage ownership of Common Stock, $0.001
par value (the "Stock") of by its directors, officers, employees and consultants
("Participants") through the grant of Incentive Stock Options, Nonstatutory
Stock Options (as such terms are defined in Section 3(a) below (collectively,
"Options") and Restricted Stock (as such term is defined in Section 8 below).

     B.   Pursuant to Section 11 of the Plan, the Company now desires to amend
and restate the Plan in order to clarify the right of the Board to amend
existing Options and Options granted hereafter and the consequences of any such
amendments.

NOW THEREFORE, effective April 6, 1999 , the Plan is hereby amended and restated
as follows:

     1.   Administration of the Plan.
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          The administration of the Plan shall be under the general supervision
of the Board of Directors of the Company or any committee of such board to which
such board delegates such administrative responsibility (the "Board"). The Board
may establish such rules as it deems necessary for the proper administration of
the Plan, make such determinations and interpretations with respect to the Plan
and Options and Restricted Stock granted under it as may be necessary or
desirable and include such further provisions or conditions in Options and
Restricted Stock granted under the Plan as it deems advisable. To the extent
permitted by law, the Board may delegate its authority under the Plan to a sub-
committee of the Board. Within the limits of the Plan, the Board shall
determine:

          (a)  the individuals to whom, and the times at which, Options or
Restricted Stock shall be granted;

          (b)  in the case of Options, the type of Option to be granted, the
duration of each Option, the price at which Option Shares (as defined in Section
2(a)) may from time to time be purchased through exercise of an Option ("Strike
Price") and method of payment for each Option, and the time or times within
which (during its term) all or portions of each Option may be exercised; and

          (c)  in the case of Restricted Stock, the repurchase provisions of
such Restricted Stock and the price and method of payment for such Restricted
Stock..
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     2.   Shares Subject to the Plan.
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          (a)  Number and Type of Shares.  The aggregate number of shares of
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Stock of the Company which may be issued pursuant to Options ("Option Shares")
or Restricted Stock granted under the Plan is 1,760,000 shares. In the event
that the Board in its discretion determines that any stock dividend, split-up,
combination or reclassification of shares, recapitalization or other similar
capital change affects the Stock such that adjustment is required in order to
preserve the benefits or potential benefits of the Plan or any Option granted
under the Plan, the maximum aggregate number and kind of shares or securities of
the Company which may be issued under the Plan and as to which Options then
outstanding shall be exercisable, and the Strike Price of such Options or the
repurchase price of Restricted Stock, shall be appropriately adjusted by the
Board (whose determination shall be conclusive) so that the proportionate number
of Option Sshares or other securities as to which Options or Restricted Stock
may be granted and the proportionate interest of holders of outstanding Options
shall be maintained as before the occurrence of such event.

          (b)  Effect of Certain Transactions.  In the event of a consolidation
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or merger of the Company with another corporation, or the sale or exchange of
all or substantially all of the assets of the Company, or a reorganization or
liquidation of the Company, each holder of an outstanding Option shall be
entitled to receive upon exercise and payment in accordance with the terms of
the Option the same shares, securities or property as he would have been
entitled to receive upon the occurrence of such event if he had been,
immediately prior to such event, the holder of the number of Option Shares;
provided, however, that in lieu of the foregoing the Board may upon written
notice to each holder of an outstanding Option provide that such Option shall
terminate on a date not less than 20 days after the date of such notice unless
theretofore exercised. In connection with such notice, the Board may in its
discretion accelerate or waive any deferred exercise period.

          (c)  Restoration of Shares.  If any Option expires or is terminated
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unexercised or is forfeited for any reason or settled in a manner that results
in fewer shares outstanding than were initially awarded, including without
limitation the surrender of shares in payment of the Strike Price or any tax
obligation thereon, or if any shares of Restricted Stock are repurchased by the
Company pursuant to the terms thereof, the shares subject to such Option or so
surrendered or repurchased, as the case may be, to the extent of such
expiration, termination, forfeiture, repurchase or decrease, shall again be
available for granting Options or Restricted Stock under the Plan, subject,
however, in the case of Incentive Stock Options, to any requirements under the
Internal Revenue Code of 1986, as amended (the "Code").

          (d)  Reservation of Shares.  The Company shall at all times while the
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Plan is in force reserve such number of shares of Stock as will be sufficient to
satisfy the requirements of the Plan. Shares issued under the Plan may consist
in whole or in part of authorized but unissued shares or treasury shares.

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     3.   Grant of Options, Eligible Persons
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          (a)  Types of Options.  Options shall be granted under the Plan either
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as incentive stock options ("Incentive Stock Options"), as defined in Code
Section 422 or as Options which do not meet the requirements of Section 422
("Nonstatutory Stock Options").  Options may be granted from time to time by the
Board, within the limits set forth in Sections 1 and 2 of the Plan, to all
employees of the Company or of any parent corporation or subsidiary corporation
of the Company (as claimed in Sections 424(e) and (f), respectively, of the
Code), and, with regard to Nonstatutory Stock Options, to all consultants and
directors of the Company.

          (b)  Date of Grant. The date of grant for each Option shall be the
               -------------
date on which it is approved by the Board, or such later date as the Board may
specify.  No Incentive Stock Options shall be granted hereunder after ten years
from the date on which the Plan was approved by the Board.

          (c)  Automatic Awards.  The Board may provide for the automatic award
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of an Option upon the delivery of shares to the Company in payment of an Option
for up to the number of shares so delivered.

     4.   Form of Options.
          ----------------

          Options granted hereunder shall be evidenced by a writing delivered to
the optionee specifying the terms and conditions thereof and containing such
other terms and conditions not inconsistent with the provisions of the Plan as
the Board considers necessary or advisable to achieve the purposes of the Plan
or comply with applicable tax and regulatory laws and accounting principles.
The form of such Options may vary among optionees.

     5.   Option Strike Price.
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          (a)  Incentive Stock Options.  In the case of Incentive Stock Options,
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the Strike Price shall be determined by the Board, provided that such price
shall not be less than the fair market value of the Stock on the date of
granting (or the date on which a modification of an existing Option is treated
as the grant of a new Option, pursuant to Section 11(b) of the Plan), as
determined in good faith by the Board; and provided further that no Incentive
Stock Option shall be granted to any individual who is ineligible to be granted
an Incentive Stock Option because his or her ownership of stock of the Company
or its parent or subsidiary corporations exceeds the limitations set forth in
Code Section 422(b)(6) (a "Ten Percent Owner") unless such Strike Price is at
least 110 % of the fair market value of the Stock on the date of grant.

          (b)  Nonstatutory Stock Options.  In the case of Nonstatutory Stock
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Options (and Incentive Stock Options which have been converted by the Board to
Nonstatutory Stock Options pursuant to Section 11(b) of the Plan), the Strike
Price shall be determined by the Board.

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          (c)  Payment Method.  The Board may in its discretion permit the
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Strike Price to be paid in whole or in part by a note or in installments or with
shares of Stock or such other lawful consideration as the Board may determine.

     6.   Term of Option and Dates of Exercise.
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          (a)  Exercisability.  The Board shall determine the term of all
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Options, the time or times that Options are exercisable and whether they are
exercisable in installments; provided, however, that (i) the term of each
Nonstatutory Stock Option shall not exceed a period of eleven years from its
Date of Grant; (ii) the term of each Incentive Stock Option granted to anyone
who is not a Ten Percent Owner shall not exceed a period of ten years from its
Date of Grant; (iii) the term of each Incentive Stock Option granted to any Ten
Percent Owner shall not exceed a period of five years from its Date of Grant.

          (b)  Effect of Disability, Death or Termination of Employment.  The
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Board shall determine the effect on an Option of the disability, death,
retirement or other termination of employment of an optionee and the extent to
which, and during the period which, the optionee's estate, legal representative,
guardian, or beneficiary on death may exercise rights thereunder.  Any
beneficiary on death shall be designated by the optionee, in the manner
determined by the Board, to exercise rights of the optionee in the case of the
optionee's death.

          (c)  Other Conditions.  The Board may impose such conditions with
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respect to the exercise of Options, including conditions relating to applicable
federal or state securities laws, as it considers necessary or advisable.

          (d)  Withholding.  The optionee shall pay to the Company, or make
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provision satisfactory to the Board for payment of, any taxes required by law to
be withheld in respect of any Options under the Plan no later than the date of
the event creating the tax liability.  In the Board's discretion, such tax
obligations may be paid in whole or in part in shares of Stock, including shares
retained from the exercise of the Option creating the tax obligation, valued at
the fair market value of the Stock on the date of delivery to the Company as
determined in good faith by the Board.  The Company and any parent corporation
or subsidiary corporation of the Company (as defined in Sections 424(e) and (f),
respectively, of the Code) may, to the extent permitted by law, deduct any such
tax obligations from any payment of any kind otherwise due to the optionee.

          (e)  Amendment or Termination of Existing Options.  The Board may
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amend, modify, or terminate any outstanding Option, including substituting
therefor another Option of the same or different type, (for example, changing
the date of exercise or realization and converting an Incentive Stock Option to
a Nonstatutory Stock Option, provided that the optionee's consent (which consent
may be withheld for any reason) shall be required unless the Board determines
that the action, taking into account any related action, would not materially
and adversely affect the optionee.  Any such amendment which results in a
"modification" of an existing option (as defined under Section 1.425-1(e) (2) of
the proposed Income Tax Regulations for purposes of Code Section 421

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and 424) shall be treated as a grant of new option if the Board determines that
such option should continue to qualify as an "incentive stock option" (as
defined in Code Section 422).

     7.   Non-transferability of Options.
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          Incentive Stock Options granted under the Plan shall not be
transferable by the holder thereof otherwise than by will or the laws of descent
and distribution, and shall be exercisable, during the holder's lifetime, only
by him or her.

          Nonstatutory Stock Options granted under the Plan shall not be
transferable by the holder thereof, except as expressly provided by the
applicable Option Agreement.

     8.   Restricted Stock.
          ----------------

          (a)  Subject to the provisions of the Plan, the Committee may award
shares of Stock subject to the Company's right to repurchase such shares
("Restricted Stock"). The Committee shall determine the duration of the period
of time (the "Restricted Period") during which, and the price at which and other
the conditions under which, the shares may be repurchased by the Company and
other terms and conditions of such grants. Shares of Restricted Stock may be
issued without cash consideration or for such consideration as may be determined
by the Committee.

          (b)  Shares of Restricted Stock may not be sold, assigned,
transferred, pledged or otherwise encumbered, except as permitted by the
Committee, during the Restricted Period. Shares of Restricted Stock shall be
evidenced in such manner as the Committee may determine. Any certificates issued
in respect of shares of Restricted Stock shall be registered in the name of the
holder and if requested by the Committee, shall be deposited by the holder,
together with a stock power endorsed in blank, with the Company. At the
expiration of the Restricted Period, the Company shall deliver such certificates
to the Participant or if the Participant has died, to the Participant's
designated beneficiary.

          (c)  Each recipient of Restricted Stock shall enter into a Restricted
Stock Purchase Agreement with the Company which shall specify the terms and
conditions of such grant of Restricted Stock and shall contain such other terms
and conditions not inconsistent with the provisions of this Plan as the
Committee considers necessary or advisable to achieve the purposes of the Plan
or comply with applicable tax and regulatory laws and accounting principles. The
form of such Restricted Stock Purchase Agreement may vary among Participants.

     9.   No Right to Employment.
          ----------------------

          No persons shall have any claim or right to be granted an Option or
Restricted Stock, and the grant of an Option or Restricted Stock shall not be
construed as giving an optionee the right to continued employment. The Company
expressly reserves the right at any time to dismiss a Participant free from any
liability or claim under the Plan, except as specifically provided in the

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applicable Option or Restricted Stock Purchase Agreement.

     10.  No Rights as a Shareholder.
          --------------------------

          Subject to the provisions of the applicable Option or Restricted Stock
Purchase Agreement, no optionee or any person claiming through an optionee shall
have any rights as a shareholder with respect to any shares of Stock to be
distributed under the Plan until he or she becomes the holder thereof.

     11.  Amendment or Termination.
          ------------------------

          The Board may amend or terminate the Plan at any time, provided that
no amendment shall be made without stockholder approval if such approval is
necessary to comply with any applicable tax or regulatory requirement, including
any requirement for exemptive relief under Section 16(b) of the Securities
Exchange Act of 1934, or any successor provision.

     12.  Stockholder Approval.
          --------------------

         The Plan is subject to approval by the stockholders of the Company by
the affirmative vote of the holders of a majority of the shares of capital stock
of the Company entitled to vote thereon and present or represented at a meeting
duly held in accordance with the laws of the State of Delaware, or by any other
action that would be given the same effect under the laws of such jurisdiction,
which action in either case shall be taken within twelve (12) months from the
date the Plan was adopted by the Board.  In the event such approval is not
obtained, all Options granted under the Plan shall be void and without effect.

     13.  Governing Law.
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          The provisions of the Plan shall be governed by and interpreted in
accordance with the laws of Delaware.

     Adopted by the Board of Directors on April 6, 1999.

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