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                                                                   EXHIBIT 10.26

                             LINCARE HOLDINGS INC.
                                2001 STOCK PLAN

     1.  Purpose. The purpose of the Lincare Holdings Inc. 2001 Stock Plan (the
"Plan") is to promote the interests of Lincare Holdings Inc., a Delaware
corporation (the "Company"), and any Subsidiary thereof and the interests of the
Company's stockholders by providing an opportunity to selected employees,
officers and directors of the Company or any Subsidiary thereof as of the date
of the adoption of the Plan or at any time thereafter to purchase Common Stock
of the Company. By encouraging such stock ownership, the Company seeks to
attract, retain and motivate such employees and persons and to encourage such
employees and persons to devote their best efforts to the business and financial
success of the Company. It is intended that this purpose will be effected by the
granting of "non-qualified stock options" and/or "incentive stock options" to
acquire the Common Stock of the Company. Under the Plan, the Committee shall
have the authority (in its sole discretion) to grant "incentive stock options"
within the meaning of Section 422(b) of the Code and/or "non-qualified stock
options" as described in Treasury Regulation Section 1.83-7 or any successor
regulation thereto.

     2.  Definitions. For purposes of the Plan, the following terms used herein
shall have the following meanings, unless a different meaning is clearly
required by the context.

     2.1 "Board of Directors" shall mean the Board of Directors of the Company.

     2.2 "Code" shall mean the Internal Revenue Code of 1986, as amended.

     2.3 "Committee" shall mean the committee of the Board of Directors referred
to in Section 5 hereof.

     2.4 "Common Stock" shall mean the Common Stock, $.01 par value, of the
Company.

     2.5 "Employee" shall mean (i) with respect to an ISO, any person, including
an officer or director of the Company, who, at the time an ISO is granted to
such person hereunder, is employed on a full-time basis by the Company or any
Subsidiary of the Company, and (ii) with respect to a Non-Qualified Option, any
person employed by, or performing services for, the Company or any Subsidiary of
the Company, including, without limitation, directors and officers.
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     2.6.  "ISO" shall mean an Option granted to a Participant pursuant to the
Plan that constitutes and shall be treated as an "Incentive stock option" as
defined in Section 422(b) of the Code.

     2.7.  "Non-Qualified Option" shall mean an Option granted to a Participant
pursuant to the Plan that is intended to be, and qualifies as, a "non-qualified
stock option" as described in Treasury Regulation Section 1.83-7 or any
successor regulation thereto and that shall not constitute nor be treated as an
ISO.

     2.8.  "Option" shall mean any ISO or Non-Qualified Option granted to an
Employee pursuant to the Plan.

     2.9.  "Participant" shall mean any Employee to whom an Option is granted
under the Plan.

     2.10.  "Parent of the Company" shall have the meaning set forth in Section
424(e) of the Code.

     2.11.  "Subsidiary of the Company" shall have the meaning set forth in
Section 424(f) of the Code.

     3.  Eligibility.  Options may be granted to any Employee. The Committee
shall have the sole authority to select the persons to whom Options are to be
granted hereunder, and to determine whether a person is to be granted a
Non-Qualified Option or an ISO or any combination thereof. No person shall have
any right to participate in the Plan. Any person selected by the Committee for
participation during any one period will not by virtue of such participation
have the right to be selected as a Participant for any other period.

     4.  Common Stock Subject to the Plan.

     4.1  Number of Shares.  The total number of shares of Common Stock for
which Options may be granted under the Plan shall not exceed in the aggregate
One Million Five Hundred Thousand (1,500,000) shares of Common Stock (subject
to adjustment as provided in Section 7 hereof). The total number of shares of
Common Stock for which Options may be granted under the Plan to any individual
in any fiscal year shall not exceed Three Hundred Thousand (300,000) shares of
Common Stock (subject to adjustment as provided in Section 7 hereof).

     4.2  Reissuance.  The shares of Common Stock that may be subject to
Options granted under the Plan may be either authorized and unissued shares or
shares reacquired at any time and now or hereafter held as treasury stock as
the Board

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of Directors may determine. In the event that any outstanding Option expires or
is terminated for any reason, the shares allocable to the unexercised portion of
such Option may again be subject to an Option granted under the Plan. If any
shares of Common Stock acquired pursuant to the exercise of an Option shall have
been repurchased by the Company, then such shares shall again become available
for issuance pursuant to the Plan.

          4.3  Special ISO Limitations.

          (a)  The aggregate fair market value (determined as of the date an ISO
is granted) of the shares of Common Stock with respect to which ISOs are
exercisable for the first time by an Employee during any calendar year (under
all Incentive Stock Option Plans of the Company or any Parent or Subsidiary of
the Company) shall not exceed $100,000.

          (b)  No ISO shall be granted to an Employee who, at the time of the
ISO is granted, owns (actually or constructively under the provisions of Section
424(d) of the Code) stock possessing more than 10% of the total combined voting
power of all classes of stock of the Company or any Parent or Subsidiary of the
Company, unless the option price is at least 110% of the fair market value
(determined as of the time the ISO is granted) of the shares of Common Stock
subject to the ISO and the ISO by its terms is not exercisable more than five
years from the date it is granted.

          4.4  Limitations Not Applicable to Non-Qualified Options.
Notwithstanding any other provision of the Plan, the provisions of Sections
4.3(a) and (b) shall not apply, nor shall be construed to apply, to any
Non-Qualified Option granted under the Plan.

          5.   Administration of the Plan.

          5.1  Administration. The Plan shall be administered by a committee of
the Board of Directors (the "Committee") established by the Board of Directors
and consisting of no less than two persons. All members of the Committee shall
be "non-employee directors" within the meaning of Rule 16b-3 promulgated under
the Securities Exchange Act of 1934 (the "Exchange Act"). The Committee shall be
appointed from time to time by, and shall serve at the pleasure of, the Board of
Directors.


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     5.2.  Grant of Options.  The Committee shall have the sole authority and
discretion under the Plan (i) to select the Employees who are to be granted
Options hereunder; (ii) to designate whether any Option to be granted hereunder
is to be an ISO or a Non-Qualified Option; (iii) to establish the number of
shares of Common Stock that may be issued under each Option; (iv) to determine
the time and the conditions subject to which Options may be exercised in whole
or in part; (v) to determine the form of the consideration that may be used to
purchase shares of Common Stock upon exercise of any Option (including the
circumstances under which the Company's issued and outstanding shares of Common
Stock may be used by a Participant to exercise an Option); (vi) to impose
restrictions and/or conditions with respect to shares of Common Stock acquired
upon exercise of an Option; (vii) to determine the circumstances under which
shares of Common Stock acquired upon exercise of any Option may be subject to
repurchase by the Company; (viii) to determine the circumstances and conditions
subject to which shares acquired upon exercise of an Option may be sold or
otherwise transferred, including, without limitation, the circumstances and
conditions subject to which a proposed sale of shares of Common Stock acquired
upon exercise of an Option may be subject to the Company's right of first
refusal (as well as the terms and conditions of any such right of first
refusal); (ix) to establish a vesting provision for any Option relating to the
time when (or the circumstances under which) the Option may be exercised by a
Participant, including, without limitation, vesting provisions that may be
contingent upon (A) the Company's meeting specified financial goals, (B) a
change of control of the Company or (C) the occurrence of other specified
events; (x) to accelerate the time when outstanding Options may be exercised,
provided, however, that any ISOs shall be "accelerated" within the meaning of
Section 424(h) of the Code; and (xi) to establish any other terms, restrictions
and/or conditions applicable to any Option not inconsistent with the provisions
of the Plan. Notwithstanding anything in the Plan to the contrary, in no event
shall any Option granted to any director or officer of the Company who is
subject to Section 16 of the Exchange Act become exercisable, in whole or in
part, prior to the date that is six months after the date such Option is granted
to such director or officer.

     5.3.  Interpretation.  The Committee shall be authorized to interpret the
Plan and may, from time to time, adopt such rules and regulations, not
inconsistent with the provisions of the Plan, as it may deem advisable to carry
out the purposes of the Plan.

     5.4.  Finality. The interpretation and construction by the Committee of any
provision of the Plan, any Option granted hereunder or any agreement evidencing
any such Option shall be final and conclusive upon all parties.

     5.5. Voting.  Members of the Committee may vote on any matter affecting the
administration of the Plan or the granting of Options under the Plan.




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     5.6. Expenses, Etc. All expenses and liabilities incurred by the Committee
in the administration of the Plan shall be borne by the Company. The Committee
may employ attorneys, consultants, accountants or other persons in connection
with the administration of the Plan. The Company, and its officers and
directors, shall be entitled to rely upon the advice, opinions or valuations of
any such persons. No member of the Committee shall be liable for any action,
determination or interpretation taken or made in good faith with respect to the
Plan or any Option granted hereunder.

     6.   Terms and Conditions of Options.

     6.1. ISOs. The terms and conditions of each ISO granted under the Plan
shall be specified by the Committee and shall be set forth in an ISO agreement
between the Company and the Participant in such form as the Committee shall
approve. The terms and conditions of each ISO shall be such that each ISO issued
hereunder shall constitute and shall be treated as an "incentive stock option"
as defined in Section 422(b) of the Code. The terms and conditions of any ISO
granted hereunder need not be identical to those of any other ISO granted
hereunder.

     The terms and conditions of each ISO shall include the following:

     (a)  The option price shall be fixed by the Committee but shall in no event
be less than 100% (or 110% in the case of an Employee referred to in Section
4.3(b) hereof) of the fair market value of the shares of Common Stock subject to
the ISO on the date the ISO is granted. For purposes of the Plan, the fair
market value per share of Common Stock as of any day shall mean the average of
the closing prices of sales of shares of Common Stock on all national securities
exchanges on which the Common Stock may at the time be listed or, if there shall
have been no sales on any such day, the average of the highest bid and lowest
asked prices on all such exchanges at the end of such day, or, if on any day the
Common Stock shall not be so listed, the average of the representative bid and
asked prices quoted in the NASDAQ system as of 3:30 p.m., New York time, on such
day, or, if on any day the Common Stock shall not be quoted in the NASDAQ
system, the average of the high and low bid and asked prices on such day in the
over-the-counter market as reported by National Quotation Bureau Incorporated,
or any similar successor organization. If at any time the Common Stock is not
listed on any national securities exchange or quoted in the NASDAQ system or the
over-the-counter market, the fair market value of the shares of Common stock
subject to an Option on the date the ISO is granted shall be the fair market
value thereof determined in good faith by the Board of Directors.


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     (b)  ISOs, by their terms, shall not be transferable otherwise than by
will or the laws of descent and distribution, and, during an Optionee's
lifetime, an ISO shall be exercisable only by the Optionee.

     (c)  The Committee shall fix the term of all ISOs granted pursuant to the
Plan (including the date on which such ISO shall expire and terminate),
provided, however, that such term shall in no event exceed ten years from the
date on which such ISO is granted (or, in the case of an ISO granted to an
Employee referred to in Section 4.3(b) hereof, such term shall in no event
exceed five years from the date on which such ISO is granted). Each ISO shall
be exercisable in such amount or amounts, under such conditions and at such
times or intervals or in such installments as shall be determined by the
Committee in its sole discretion, provided, however, that in no event shall any
ISO granted to any director or officer of the Company who is subject to Section
16 of the Exchange Act become exercisable, in whole or in part, prior to the
date that is six months after the date such ISO is granted to such director or
officer.

     (d)  To the extent that the Company or any Parent or Subsidiary of the
Company is required to withhold any Federal, state or local taxes in respect of
any compensation income realized by any Participant as a result of any
"disqualifying disposition" of any shares of Common Stock acquired upon
exercise of an ISO granted hereunder, the Company shall deduct from any
payments of any kind otherwise due to such Participant the aggregate amount of
such Federal, state or local taxes required to be so withheld or, if such
payments are insufficient to satisfy such Federal, state or local taxes, such
Participant will be required to pay to the Company, or make other arrangements
satisfactory to the Company regarding payment to the Company of, the aggregate
amount of any such taxes. All matters with respect to the total amount of taxes
to be withheld in respect of any such compensation income shall be determined
by the Board of Directors in its sole discretion.

     (e)  In the sole discretion of the Committee the terms and conditions of
any ISO may (but need not) include any of the following provisions:

          (i)  In the event a Participant shall cease to be employed by the
     Company or any Parent or Subsidiary of the Company on a full-time basis for
     any reason other than as a result of his death or "disability" (within the
     meaning of Section 22(e)(3) of the Code), the unexercised portion of any
     ISO held by such Participant at that time may only be exercised within one
     month after the date on which the Participant ceased to be so employed, and
     only to the extent that the Participant could have otherwise exercised such
     ISO as of the date on which he ceased to be so employed.

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          (ii)      In the event a Participant shall cease to be employed by the
     Company or any Parent or Subsidiary of the Company on a full-time basis by
     reason of his "disability" (within the meaning of Section 22(e)(3) of the
     Code), the unexercised portion of any ISO held by such Participant at that
     time may only be exercised within one year after the date on which the
     Participant ceased to be so employed, and only to the extent that the
     Participant could have otherwise exercised such ISO as of the date on which
     he ceased to be so employed.

          (iii)     In the event a Participant shall die while in the full-time
     employ of the Company or a Parent or Subsidiary of the Company (or within a
     period of one month after ceasing to be an Employee for any reason other
     than his "disability" or within a period of one year after ceasing to be an
     Employee by reason of such "disability"), the unexercised portion of any
     ISO held by such Participant at the time of his death may only be exercised
     within one year after the date of such Participant's death, and only to the
     extent that the Participant could have otherwise exercised such ISO at the
     time of his death. In such event, such ISO may be exercised by the executor
     or administrator of the Participant's estate or by any person or persons
     who shall have acquired the ISO directly from the Participant by bequest or
     inheritance.

          6.2.      Non-Qualified Options.  The terms and conditions of each
Non-Qualified Option granted under the Plan shall be specified by the Committee,
in its sole discretion, and shall be set forth in a written option agreement
between the Company and the Participant in such form as the Committee shall
approve. The terms and conditions of each Non-Qualified Option will be such (and
each Non-Qualified Option Agreement shall expressly so state) that each
Non-Qualified Option issued hereunder shall not constitute nor be treated as an
"incentive stock option" as defined in Section 422(b) of the Code but will be a
"non-qualified stock option" for Federal, state and local income tax purposes.
The terms and conditions of any Non-Qualified Option granted hereunder need not
be identical to those of any other Non-Qualified Option granted hereunder.

          The terms and conditions of each Non-Qualified Option Agreement shall
include the following:

          (a)  The option (exercise) price shall be fixed by the Committee and
may be equal to or more than (but shall not be less than) 100% of the fair
market value of the shares of Common Stock subject to the Non-Qualified Option
on the date such Non-Qualified Option is granted.

          (b)  The Committee shall fix the term of all Non-Qualified Options
granted pursuant to the Plan (including the date on which such Non-Qualified
Option shall expire



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and terminate). Such term may be more than ten years from the date on which such
Non-Qualified Option is granted. Each Non-Qualified Option shall be exercisable
in such amount or amounts, under such conditions (including provisions governing
the rights to exercise such Non-Qualified Option), and at such times or
intervals or in such installments as shall be determined by the Committee in its
sole discretion, provided, however, that in no event shall any Non-Qualified
Option granted to any director or officer of the Company who is subject to
Section 16 of the Exchange Act become exercisable, in whole or in part, prior to
the date that is six months after the date such Non-Qualified Option is granted
to such director or officer.

     (c) To the extent that the Company is required to withhold any Federal,
state or local taxes in respect of any compensation income realized by any
Participant in respect of a Non-Qualified Option granted hereunder or in respect
of any shares of Common Stock acquired upon exercise of a Non-Qualified Option,
the Company shall deduct from any payments of any kind otherwise due to such
Participant the aggregate amount of such Federal, state or local taxes required
to be so withheld or, if such payments are insufficient to satisfy such Federal,
state or local taxes, or if no such payments are due or to become due to such
Participant, then, such Participant will be required to pay to the Company, or
make other arrangements satisfactory to the Company regarding payment to the
Company of, the aggregate amount of any such taxes. All matters with respect to
the total amount of taxes to be withheld in respect of any such compensation
income shall be determined by the Board of Directors in its sole discretion.

     7.  Adjustments. In the event that, after the adoption of the Plan by the
Board of Directors, the outstanding shares of the Company's Common Stock shall
be increased or decreased or changed into or exchanged for a different number or
kind of shares of stock or other securities of the Company or of another
corporation through reorganization, merger or consolidation, recapitalization,
reclassification, stock split, split-up, combination or exchange of shares or
declaration of any dividends payable in Common Stock, the Board of Directors
shall appropriately adjust (i) the number of shares of Common Stock (and the
option price per share) subject to the unexercised portion of any outstanding
Option (to the nearest possible full share), provided, however, that the
limitations of Section 424 of the Code shall apply with respect to adjustments
made to ISOs; and (ii) the number of shares of Common Stock for which Options
may be granted under the Plan, as set forth in Section 4.1 hereof, and such
adjustments shall be effective and binding for all purposes of the Plan.

     8. Effect of the Plan on Employment Relationship. Neither the Plan nor any
Option granted hereunder to a Participant shall be construed as conferring upon
such Participant any right to continue in the employ of (or otherwise provide
services to) the Company or any Subsidiary or Parent thereof, or limit in any
respect the right of the

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Company or any Subsidiary or Parent thereof to terminate such Participant's
employment or other relationship with the Company or any Subsidiary or Parent,
as the case may be, at any time.

     9.  Amendments of the Plan.  The Board of Directors may amend, alter or
discontinue the Plan, except that (i) no amendment of alteration that would
impair the rights of any Optionee under any Option granted hereunder shall be
made without his or her consent, and (ii) without the approval of the holders
of a majority of the shares of Common Stock present or represented and entitled
to vote thereon at a meeting of stockholders, no amendment of alteration shall
be made that would:

     (a) modify the terms of ISOs in any manner that would require shareholder
approval under Section 422 of the Code;

     (b) materially increase the total number of shares of Common Stock
issuable under the Plan, except in accordance with Section 7 hereof;

     (c) materially modify the requirements as to eligibility for participation
in the Plan;

     (d) materially increase the benefits accruing to Participants; or

     (e) cause the Plan not to comply with the rules and regulations
promulgated under Section 16(b) of the Securities Exchange Act of 1934, as
amended;

except to conform the Plan to changes in the Code or other applicable law.

     10.  Termination of the Plan.  The Board of Directors may terminate the
Plan at any time. Unless the Plan shall theretofore have been terminated by the
Board of Directors, the Plan shall terminate ten years after the date of its
initial adoption by the Board of Directors. No Option may be granted hereunder
after termination of the Plan. The termination or amendment of the Plan shall
not alter or impair any rights or obligations under any Option theretofore
granted under the Plan.

     11.  Effective Date of the Plan.  The Plan shall be effective upon
shareholder approval.




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