EXHIBIT 10.20

ALZA Corporation
Executive Estate Protection Plan Agreement

        FORM OF EXECUTIVE ESTATE PROTECTION PLAN AGREEMENT

     This Executive Estate Protection Plan Agreement ("Agreement")
is made, as of ____________, 1999, among ALZA Corporation, a
Delaware corporation, (the "Corporation") and
_________________________ (the "Participant") and
___________________________ ( the "Owner").

                             RECITALS
A.   The Participant desires to insure his or her life for the
     benefit and protection of the Participant's family or other
     beneficiary under the Policy (as defined below);
B.   The Corporation desires to help the Participant provide life
     insurance for the benefit and protection of his or her family
     or beneficiary by providing funds from time to time to pay
     the premiums due on the Policy in accordance with this
     Agreement;
C.   The Owner desires to assign certain rights and interests in
     the Policy to the Corporation, to the extent provided herein, as
     security for repayment of certain funds provided by the
     Corporation for the acquisition and/or maintenance of the Policy;
     and
D.   The Corporation has established a trust ("Trust") dated
     ________________, 1998, by and between the Corporation and
     ______________________________ ("Trustee") to provide a source of
     funds to cover its obligations under the Agreement.

                             AGREEMENT
NOW, THEREFORE, in consideration of the foregoing, and the mutual
agreements and covenants set forth below, the parties to this
Agreement agree as follows:
1.   Definitions.  For purposes of this Agreement, unless
     otherwise clearly apparent from the context, the following phrases
     or terms shall have the following indicated meanings:
     (a)  "Aggregate Premiums Paid" shall mean, at any time, an amount
          equal to (i) the cumulative premiums paid by the Corporation on
          the Single Life Policy, plus (ii) the cumulative premiums paid by
          the Corporation on the Joint LifePolicy, plus (iii) in the case of
          the Joint Life Policy only, interest at the rate of 3.6%per annum
          compounded annually on the premiums on such Joint Life Policy.
(b)  "Benefit Measurement Date" shall mean the date on which the
first of any of the following events occurs:
          (i)  termination of this Agreement in accordance with
          Section 9 below;
               (1)  for the Joint Life Policy, the ___________
                    (____) anniversary of the issuance of the
                    Joint Life Policy; and
               (2)  for the Single Life Policy, the _________
                    (___) anniversary of the issuance of the
                    Single Life Policy; or
          (ii) the death of the Decedent.
     (c)  "Cash Surrender Value" shall mean an amount that equals,
          at any specified time, the cash surrender value as
          determined under the terms of the Policy.
     (d)  "Code" shall mean the Internal Revenue Code of 1986, as
          amended.
     (e)  "Collateral Assignment" shall mean an assignment made by the
          Owner in favor of the Corporation in a form mutually agreed to by
          the Corporation and the Owner and accepted by the Insurer.
     (f)  "Collateral Interest" shall mean the Corporation's interest
          in the Policy, which shall equal, at any time, the lesser of
          Aggregate Premiums Paid or Cash Surrender Value, and which shall
          be repaid to the Corporation in accordance with Section 6 below.
(g)  "Corporation's Death Benefit" shall mean the portion of the
Policy's death benefit, if any, that exceeds the sum of the
Collateral Interest and the Owner's Death Benefit.
(h)  "Decedent" shall mean, as to a Single Life Policy, the
Participant, and, as to a Joint Life Policy, the second to die of
the Participant and his or her spouse.
(i)  "Designated Beneficiary" shall mean the beneficiary
designated under the Policy.
(j)  "Economic Income" shall mean taxable compensation income for
that portion of the premiums paid by the Corporation that is equal
in amount to the value of the "economic benefit" derived by the
Participant from the Policy's life insurance protection, as
determined for Federal income tax purposes under Revenue Rulings
64-328 and 66-110, plus any economic benefit derived from any
reimbursement for tax liability under Section 3(c).  Economic
Income shall include any increase in economic benefit attributable
to the death of the first to die under a Joint Life Policy.
(k)  "Insurer(s)" shall mean
 .
(l)  "Joint Life Policy" means a policy which pays upon the death
of the second to die of the Participant and his or her spouse.
(m)  "Owner" shall mean
________________________________________________.
(n)  "Owner's Death Benefit" shall mean $__________________.
(o)  "Participant" shall mean
_____________________________________________.
(p)  "Plan" shall mean the plan described in Section 8(a) below.
(q)  "Policy" shall mean the following Joint Life Policy or
Policies or Single Life Policy or Policies on the life of the
Participant that are issued by the Insurer(s):

                 Insurer             Policy Number         Type of
                                                           Policy




     (r)   "Single Life Policy" means a policy that pays upon the death
          of the Participant.
2.   Acquisition of Policy; Ownership of Insurance.  The parties
     to this Agreement shall cooperate in applying for and
     obtaining the Policy.  The Policy shall be issued to the
     Owner as the sole and exclusive owner of the Policy, subject
     to the rights and interests granted to the Corporation as
     provided in this Agreement and the Collateral Assignment.
     Concurrent with the signing of this Agreement, the Owner will
     collaterally assign the Policy to the Corporation, in the
     form of the Collateral Assignment, as security for the
     payment of the Collateral Interest, which assignment shall
     not be altered or changed without the mutual consent of the
     Corporation and the Owner.
3.   Premium Payments on Policy.
     (a)  Payments and Reimbursements.  Prior to the occurrence of the
          Benefit Measurement Date, the Corporation shall pay to the
          Insurer, on or before each applicable premium due date, all
          applicable premiums for the Policy.  In the event that the
          Corporation fails to make any such payment, the Owner or the
          Participant may make (but is not required to make) any such
          payment, and the Corporation shall immediately reimburse the Owner
          or the Participant, as the case may be, for any amount so paid.
(b)  Additional Compensation.  Each calendar year, the Corporation
shall withhold from the compensation paid to the Participant,
including any compensation paid pursuant to Section 6(c) below, in
a manner determined by the Corporation in its reasonable
discretion, the Participant's share of FICA and other employment
and income taxes relating to that compensation.
(c)  Tax Reimbursement.  On or before March 15 following each
calendar year until the Benefit Measurement Date, the Corporation
shall reimburse the Participant for some or all of the
Participant's state and federal tax liability attributable to the
Participant's Economic Income for such calendar year.  The tax
rates used by the Corporation in calculating the reimbursement
under this Section 3(c) shall be selected by the Corporation in
its sole discretion, and the Participant acknowledges that such
reimbursement may or may not offset his or her entire tax
liability with regard to his or her Economic Income.  The
Participant also acknowledges that any reimbursement under this
Section 3(c) itself will be Economic Income.
4.   Corporation's Rights.  The Corporation's rights and interests
     in and to the Policy shall be specifically limited to (i) the
     right to be paid its Collateral Interest and the
     Corporation's Death Benefit, if any, in accordance with
     Section 6 below, (ii) the rights specified in the Collateral
     Assignment, and (iii) the right to obtain one (1) or more
     loans or advances on the Policy, provided, however, that any
     such loans shall not, in the aggregate, exceed the Aggregate
     Premiums Paid by the Corporation at any specified date
     without the written consent of the Participant.
5.   Owner's Rights.  Subject to the terms of this Agreement and
     the Collateral Assignment, the Owner of the Policy shall be
     entitled to exercise all rights in the Policy while the
     Collateral Assignment is in effect, except for the following,
     which may be exercised only in accordance with Section 6:
     (a)  To borrow against or pledge the Policy;
     (b)  To surrender, cancel or assign the Policy; or
     (c)  To take a distribution or withdrawal from the Policy.
     In particular, subject to the terms and conditions of the
     Policy, and the provisions of Section 6 below, the Owner may
     assign its rights under this Agreement and the Collateral
     Agreement, including but not limited to an assignment to an
     insurance trust of which the Participant is a settlor.  In
     the event of an assignment of its rights, the Owner shall
     promptly notify the Corporation of the name and address of
     the new Owner or assignee, including the name and address of
     any trustee.
6.   Collateral Interest.  On the Benefit Measurement Date, the
     Collateral Interest (and, if applicable under Section 6(a)
     below, the Corporation's Death Benefit) shall be paid or
     repaid to the Corporation in the following manner:
     (a)  Notwithstanding any provision of this Agreement or the
          Policy that may be construed to the contrary, if the
          Benefit Measurement Date occurs due to the death of the
          Decedent, (i) the Corporation shall be entitled to that
          portion of the Policy's death proceeds that equals the
          sum of the Collateral Interest and the Corporation's
          Death Benefit, if any, and (ii) the Owner or the
          Designated Beneficiary, as the case may be, shall be
          entitled to the Owner's Death Benefit; provided,
          however, if the Benefit Measurement Date occurs due to
          the suicide of the Decedent, and the proceeds from the
          Policy are limited by either a suicide or contestability
          provision under the Policy, the Corporation shall be
          entitled to that portion of the higher of the Policy's
          Cash Surrender Value or death proceeds that does not
          exceed the Aggregate Premiums Paid.  In either event,
          promptly following the Decedent's death, the Corporation
          and the Owner or the Designated Beneficiary shall take
          all steps necessary to collect the death proceeds of the
          Policy by submitting the proper claims forms to the
          Insurer.  The Corporation shall notify the Insurer of
          the amount of the Owner's Death Benefit (except when the
          Policy's proceeds are limited because of the Decedent's
          death by suicide) and the Corporation's Collateral
          Interest in the Policy at the time of such death.  Such
          amounts shall be paid, respectively, by the Insurer to
          the Owner or to the Designated Beneficiary, as the case
          may be, and the Corporation.
     (b)  If the Benefit Measurement Date is other than the date
          of the Decedent's death, the Corporation's Death
          Benefit, if any, shall be paid to the Owner or the
          Designated Beneficiary, as the case may be, thebe.  The
          Corporation's Collateral Interest in the Policy shall be
          repaid in one of the following ways, as elected by the
          Corporation (or the Trustee, upon and after a Change in
          Control, as such term is defined in the Trust) in
          writing and in accordance with Section 6(c) below,
          within thirty (30) days after the date the Corporation
          first notifies the Participant in writing of the
          occurrence of the Benefit Measurement Date:
          (i)  The Insurer shallmake a loan against the Policy in
               an amount equal to the Corporation's Collateral
               Interest and shall pay the proceeds to the
               Corporation; the Owner shall be considered the
               borrower for all purposes under the loan;
          (ii) The Insurer shall withdraw funds from the Policy in
               an amount equal to the Corporation's Collateral
               Interest and shall pay the proceeds to the
               Corporation;
          (ii) The Insurer shall make a loan against the Policy in
               an amount equal to the Corporation's Collateral
               Interest and shall pay the proceeds to the
               Corporation; the Owner shall be considered the
               borrower for all purposes under the loan; or
          (iiii)    The Owner shall pay to the Corporation, from
               the Owner's separate funds, an amount equal to the
               Corporation's Collateral Interest.
     (c)  The Corporation, in its reasonable discretion, may
          select any of the three methods described in Section
          6(b) to be repaid its Collateral Interest in the Policy;
          provided, however, upon and after a Change in Control
          (as that term is defined in the Trust), the Corporation
          must select the method described in Section 6(b)(i)
          above.
     (d)  The Corporation agrees to keep records of its premium
          payments and to furnish the Owner and the Insurer with a
          statement of its Collateral Interest whenever either
          party requires such statement.
     (e)  Upon and after the Corporation's Collateral Interest in
          the Policy has been repaid pursuant to Section 6(b)
          above, the Corporation shall (i) assign its Collateral
          Interest in the Policy to the Owner, (ii) execute and
          file with the Insurer an appropriate release of the
          Corporation's Collateral Interest in the Policy and
          (iii) have no further interest in the Policy; provided
          that, in all instances, the Corporation has received
          payment in full for its Collateral Interest in the
          Policy.  Further, the Participant and/or Owner hereby
          acknowledge, understand and agree that, upon the release
          of the Corporation's Collateral Interest, the
          Corporation shall not have any responsibility for the
          future performance of the Policy and shall have no
          obligation to make any additional premium payments.
     (f)  Upon payment to the Corporation of its Collateral
          Interest in accordance with this Section 6, this
          Agreement, and the Participant's participation in the
          Plan, shall terminate and no party shall have any
          further rights or obligations under the Agreement or the
          Plan with respect to any other party.
     (g)  Notwithstanding anything to the contrary in this
          Agreement, the Corporation shall not have any obligation
          to seek or inquire after the whereabouts of an Owner or
          a Participant upon a Benefit Measurement Date.
7.   Insurer.
     (a)  The Insurer is not a party to this Agreement, shall in
          no way be bound by or charged with notice of its terms,
          and is expressly authorized to act only in accordance
          with the terms of the Policy. The Insurer shall be fully
          discharged from any and all liability under the Policy
          upon payment or other performance of its obligations in
          accordance with the terms of the Policy.
     (b)  The signature(s) required for the Insurer to recognize
          the exercise of a right under the Policy shall be
          specified in the Collateral Assignment.
8.   Plan; Named Fiduciary; Claims Procedure.
     (a)  This Agreement is part of the ALZA Executive Estate
          Protection Plan, which consists of all ALZA Corporation
          Executive Estate Protection Plan Agreements that so
          reference their association with the Plan.
     (b)  The Corporation is the named fiduciary of the Plan for
          purposes of this Agreement.
     (c)  The following claims procedure shall be followed in
          handling any benefit claim under this Agreement and the
          Plan:
          (i)  The Owner, Participant, or the Designated
               Beneficiary, as the case may be,  (the "Claimant"),
               shall file a claim for benefits by notifying the
               Corporation in writing.  If the claim is wholly or
               partially denied, the Corporation shall provide a
               written notice within ninety (90) days specifying
               the reasons for the denial, the provisions of this
               Agreement on which the denial is based, and
               additional material or information, if any, that is
               necessary for the Claimant to receive benefits.
               Such written notice shall also indicate the steps
               to be taken by the Claimant if a review of the
               denial is desired.
          (ii) If a claim is denied, and a review is desired, the
               Claimant shall notify the Corporation in writing
               within sixty (60) days after receipt of written
               notice of a denial of a claim.  In requesting a
               review, the Claimant may review Plan documents and
               submit any written issues and comments the Claimant
               feels are appropriate.  The Corporation shall then
               review the claim and provide a written decision
               within sixty (60) days of receipt of a request for
               a review.  This decision shall state the specific
               reasons for the decision and shall include
               references to specific provisions of this
               Agreement, if any, upon which the decision is
               based.
          (iii)     If no event shall the Corporation's liability
               under this Agreement exceed the amount of proceeds
               from the Policy.
9.   Amendment of Agreement.  This Agreement shall not be modified
     or amended except by a writing signed by all the parties
     hereto.
10.  Binding Agreement.  This Agreement shall be binding upon the
     heirs, administrators, executors, successors and assigns of
     each party to this Agreement.
11.  State Law.  This Agreement shall be subject to and be
     construed under the internal laws of the State of California,
     without regard to its conflicts of laws principles.
12.  Validity.  In case any provision of this Agreement shall be
     illegal or invalid for any reason, said illegality or
     invalidity shall not affect the remaining parts of this
     Agreement, but this Agreement shall be construed and enforced
     as if such illegal or invalid provision had never been
     inserted in this Agreement.
13.  Not a Contract of Employment.  The terms and conditions of
     this Agreement shall not be deemed to constitute a contract
     of employment between the Corporation and the Participant.
     Such employment is hereby acknowledged to be an "at will"
     employment relationship that can be terminated at any time
     for any reason, with or without cause, unless expressly
     provided in a separate written employment agreement.  Nothing
     in this Agreement shall be deemed to give the Participant the
     right to be retained in the service of the Corporation or to
     interfere with the right of the Corporation to discipline or
     discharge the Participant at any time.
14.  Examination.  Pursuant to his or her duty under Section 2,
     the Participant shall submit to a medical examination if
     required by the Insurer.  In addition, if the Policy is a
     Joint Life Policy, the Participant's spouse shall submit to a
     medical examination if required by the Insurer.
15.  Notice.  Any notice or filing required or permitted to be
     given under this Agreement to the Owner, Participant or the
     Corporation shall be sufficient if in writing and
     hand-delivered, or sent by registered or certified mail, to
     the address below:

                  To the Owner:     ________________________
                                    ________________________
                                    ________________________


                  To the Participant:   ________________________
                                    ________________________
                                    ________________________


                  To the Corporation:   ALZA Corporation
                                    950 Page Mill Road
                                    P.O. Box 10950
                                    Palo Alto, California 94303-0802
                                    Attn:  Treasurer

     or to such other address as may be furnished to the Owner,
     Participant or the Corporation in writing in accordance with
     this notice provision.  Such notice shall be deemed given as
     of the date of delivery or, if delivery is made by mail, as
     of the date shown on the postmark on the receipt for
     registration or certification.  Any notice or filing required
     or permitted to be given to the Owner and/or the Participant
     or the Designated Beneficiary under this Agreement shall be
     sufficient if in writing and hand-delivered, or sent by mail,
     to the last known address of the Owner and/or the
     Participant, as the case may be.

16.  Tax Consequences.  The Corporation does not guarantee that
     the tax consequences of the Participant's and/or Owner's
     participation in the Plan will be as the parties hereto may
     have expected, and by signing this Agreement the Participant
     and Owner assume the risk that different interpretations of
     currently applicable tax law or subsequent changes in
     applicable tax law may result in unexpected tax consequences.

17.  Entire Agreement.  This Agreement constitutes the entire
     agreement between the parties hereto with regard to the
     subject matter of this Agreement and supersedes all previous
     negotiations, agreements and commitments in respect thereto.
     No oral explanation or oral information by the parties to
     this Agreement shall alter the meaning or interpretation of
     this Agreement.
          IN WITNESS WHEREOF, the parties hereto have signed this
Agreement as of the date first written above.

                              "Corporation"

                              ALZA Corporation, a Delaware
                              corporation

                              By:

                              Its:

                              "Participant"

                              Signature

                              Print Name

                              "Owner"

                              Signature

                              Print Name