Exhibit 10.2
                         ARONEX PHARMACEUTICALS, INC.
                    AMENDED AND RESTATED 1993 NON-EMPLOYEE
                          DIRECTOR STOCK OPTION PLAN


      Aronex  Pharmaceuticals,  Inc.,  a Delaware  Corporation  (the  "Company")
hereby amends and restates its Amended and Restated 1993  Non-Employee  Director
Stock Option Plan (this  "Plan"),  effective  as of March 12,  1997,  subject to
stockholder approval.

      1. Purpose.

      The purpose of this Plan is to promote and  advance the  interests  of the
Company by aiding the Company in attracting and retaining qualified directors of
the Company who, at the time of their service,  are not employees of the Company
or any of its subsidiaries ("Non-Employee Directors"),  and to further align the
interests of such  Non-Employee  Directors  with those of  stockholders  through
stock options. An additional purpose of this Plan is to recognize and reward the
contributions of Non-Employee  Directors who are actively involved in aspects of
the Company's business beyond their role as directors.

      2. Administration.

      This Plan shall be administered by the Compensation Committee of the Board
of Directors of the Company (the  "Committee"),  which shall consist of not less
than two members of the Board of Directors, each of whom will be a "non-employee
director"  within  the  meaning  of Rule 16b-3 of the  Securities  and  Exchange
Commission  (or any successor rule to the same effect) as in effect from time to
time and an  "outside  director"  within the  meaning  of Section  162(m) of the
Internal  Revenue  Code of 1986,  as amended.  For the  purposes of this Plan, a
majority  of the  members of the  Committee  shall  constitute  a quorum for the
transaction of business,  and the vote of a majority of those members present at
any meeting shall decide any question brought before that meeting.  No member of
the Committee shall be liable for any act or omission of any other member of the
Committee  or for  any  act or  omission  on his own  part,  including  (without
limitation)  the  exercise  of any power or  discretion  given to him under this
Plan,   except  those  resulting  from  his  own  gross  negligence  or  willful
misconduct.  All questions of interpretation and application of this Plan, or as
to  options  granted  hereunder  (the  "Options"),   shall  be  subject  to  the
determination,  which  shall be final and  binding,  of a majority  of the whole
Committee.

      3. Option Shares.

      The stock  subject to the Options and other  provisions of this Plan shall
be shares of the Company's  Common Stock, par value $.001 per share (the "Common
Stock").  The total amount of the Common Stock with respect to which Options may
be granted shall not exceed 600,000 shares in the aggregate;  provided, that the
class and aggregate number of shares which may be subject to the Options granted
hereunder  shall be subject to adjustment in accordance  with the  provisions of
Section 11 of this Plan.  Such shares may be treasury  shares or authorized  but
unissued shares.

      If any  outstanding  Option for any reason  shall  expire or  terminate by
reason of the death of the optionee or the fact that the optionee ceases to be a
director,  the surrender of any such Option,  or any other cause,  the shares of
Common Stock  allocable to the  unexercised  portion of such Option may again be
subject to an Option under this Plan.

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4.    Grant of Options.

      (a)   Formula Grants.

            (i) Directors on the Effective Date of the Amendment and Restatement
         of this Plan.  Subject to the  provisions  of Section 15 hereof,  there
         shall be granted to each person who is a  Non-Employee  Director,  upon
         the effective  date of the amendment and  restatement  of this Plan, an
         Option to  purchase  16,250  shares of the Common  Stock at a per share
         Option Price equal to the fair market  value (as defined in  Subsection
         4(a)(iv) below) of a share of Common Stock on such date.

            (ii) Directors Elected after the Effective Date of the Amendment and
         Restatement  of this  Plan.  Subject  to the  provisions  of Section 15
         hereof,  for so long as this Plan is in effect and shares are available
         for the grant of Options hereunder, each person who is not otherwise an
         employee  of the  Company,  and who is first  elected  to the  Board of
         Directors  after the effective date of the amendment and restatement of
         this Plan, shall be granted, on the date of his election,  an Option to
         purchase  25,000  shares of Common  Stock (such  number of shares being
         subject to the  adjustments  provided  in Section 11 of this Plan) at a
         per share  Option  Price equal to the fair  market  value of a share of
         Common Stock on such date.

            (iii) Annual  Grants.  On December 31 of each year that this Plan is
         in effect  (commencing  with  December  31,  1997),  each  Non-Employee
         Director who is in office on that day (provided that such  Non-Employee
         Director has served as a director for at least six months prior to such
         date) shall automatically receive an Option to purchase 7,500 shares of
         Common Stock (such number of shares  being  subject to the  adjustments
         provided in Section 11 of this Plan) at a per share  Option Price equal
         to the fair market value of a share of Common Stock on such date.

            (iv) Fair Market  Value.  For  purposes of this Section 4, the "fair
         market  value" of a share of  Common  Stock as of any  particular  date
         shall mean (i) if the Common  Stock is listed or admitted to trading on
         any  securities  exchange or on the National  Association of Securities
         Dealers (the "NASD")  Automated  Quotation System  ("Nasdaq")  National
         Market,  the  closing  price  on such day on the  principal  securities
         exchange or on the Nasdaq  National Market on which the Common Stock is
         traded  or  quoted,  or if  such  day is not a  trading  day  for  such
         securities exchange or the Nasdaq National Market, the closing price on
         the first  preceding  day that was a trading  day,  (ii) if the  Common
         Stock is not then  listed or  admitted  to  trading  on any  securities
         exchange  or on the Nasdaq  National  Market,  the closing bid price on
         such day as  reported  by the NASD,  or if no such price is reported by
         the NASD for such day, the closing bid price as reported by the NASD on
         the first preceding day for which such price is available, and (iii) if
         the  Common  Stock is not then  listed or  admitted  to  trading on any
         securities  exchange  or on the  Nasdaq  National  Market  and no  such
         closing  bid  price is  reported  by the  NASD,  as  determined  by the
         Committee in good faith.

            (v) No Discretion with Respect to Formula  Grants.  The selection of
         Non-Employee  Directors to whom  Options are to be granted  pursuant to
         this Section 4(a), the number of shares subject to any such Option, the
         exercise price of any such Option and the term of any such Option shall
         be as provided  herein and the Committee shall have no discretion as to
         such matters.

         (b)Discretionary  Grants. The Committee may from time to time authorize
      grants to any  Non-Employee  Director  (provided that no such grant may be
      made to a Non-Employee Director who is a member of the Committee, and that
      no such grant may be made that would  prevent the members of the Committee
      from constituting "non-employee director" within the meaning of Rule 16b-3
      or "outside directors" within the meaning of Section 162(m)) of Options to
      purchase  shares of Common Stock upon such terms and  conditions as it may
      determine in accordance with the following provisions:


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            (i) Each grant will  specify the number of shares of Common Stock to
         which the Option granted pertains.

            (ii) Each grant will specify the Option  Price of the Option,  which
         may be less than,  equal to or greater  than the fair market value of a
         share of Common Stock on the date of grant.

            (iii)  Each  grant may  specify  the  required  period or periods of
         continuous  service by the grantee  with the  Company  and/or the other
         conditions  of  vesting  (if any)  before  the  Option or  installments
         thereof will become exercisable.

         (c)Outstanding  Options.  The  amendment and  restatement  of this Plan
      shall not affect the terms and conditions of any Options  (including terms
      relating to the vesting and term thereof)  outstanding  under this Plan on
      the effective date of such amendment and restatement.

      5. Vesting and Term of Options.

      Each Option granted under Section 4(a) of this Plan shall vest in full and
be  exercisable  to purchase  all of the shares of Common  Stock  subject to the
Option on the date on which the  Option was  granted,  and each  Option  granted
under  Section 4(b) of this Plan shall vest and be  exercisable  to purchase the
number of shares subject to the Option at such times and upon such conditions as
may be established  by the Committee on the date of grant,  subject in each case
to earlier  termination  as  provided  in Section 8 of this  Plan.  Each  Option
granted  under this Plan shall  expire on the tenth  anniversary  of the date on
which the Option was granted.

      6. Exercise of Options.

      An optionee may exercise his Option by delivering to the Company a written
notice stating (a) that such optionee wishes to exercise such Option on the date
such  notice is so  delivered,  (b) the  number of shares of Common  Stock  with
respect to which such Option is to be exercised and (c) the address to which the
certificate representing such shares of stock should be mailed. To be effective,
such written  notice shall be accompanied by payment of the Option Price of each
of such  shares  of  Common  Stock.  Each  such  payment  shall be made by cash,
cashier's check or bank draft drawn on a national banking  association or postal
or express  money  order,  payable to the order of the Company in United  States
dollars.

      Any Option  granted  under the Plan may be  exercised  by a  broker-dealer
acting on behalf of an optionee if (i) the  broker-dealer  has received from the
optionee or the Company a duly  endorsed  agreement  evidencing  such Option and
instructions signed by the optionee requesting the Company to deliver the shares
of Common  Stock  subject to such Option to the  broker-dealer  on behalf of the
Participant  and  specifying  the  account  into  which  such  shares  should be
deposited,  (ii) adequate provision has been made with respect to the payment of
any withholding  taxes due on such exercise and (iii) the  broker-dealer and the
optionee have  otherwise  complied with Section  220.3(e)(4) of Regulation T, 12
CFR Part 220.

      As promptly as practicable  after the receipt by the Company,  in the form
required by the  foregoing  provisions  of this  Section 6, of (a) such  written
notice from the optionee  and (b) payment,  of the Option Price of the shares of
stock with respect to which such Option is to be  exercised,  the Company  shall
deliver to such  optionee  a  certificate  representing  the number of shares of
stock with respect to which such Option has been so exercised  registered in the
name of such  optionee,  provided that such delivery shall be considered to have
been made when such certificate shall have been mailed, postage prepaid, to such
optionee at the address  specified for such purpose in such written  notice from
the optionee to the Company.



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      7. Transferability of Options.

      Options shall not be transferable  by the optionee  otherwise than by will
or under the laws of descent and distribution.

      8. Termination.

      Except as may be  otherwise  expressly  provided in this Plan or otherwise
determined by the Committee,  each Option,  to the extent it shall not have been
exercised previously, shall terminate on the earliest of the following:

         (a)On  the last day of the 24 month  period  commencing  on the date on
      which  the  optionee  ceases  to be a  member  of the  Company's  Board of
      Directors,  for any reason  other than the death of the  optionee,  during
      which period the  optionee  shall be entitled to exercise all Options held
      by the optionee on the date on which the optionee ceased to be a member of
      the Company's  Board of Directors  which could have been exercised on such
      date;

         (b)On the last day of the  six-month  period  commencing on the date of
      the optionee's  death while serving as a member of the Company's  Board of
      Directors,  during  which  period the  executor  or  administrator  of the
      optionee's  estate or the person or persons to whom the optionee's  Option
      shall  have  been   transferred   by  will  or  the  laws  of  descent  or
      distribution,  shall be entitled to exercise all Options in respect of the
      number of shares that the  optionee  would have been  entitled to purchase
      had the optionee exercised such Options on the date of his death; or

         (c)Ten years after the date of grant of such Option.

      9. Requirements of Law.

      The Company  shall not be  required to sell or issue any shares  under any
Option if the  issuance  of such shares  shall  constitute  a  violation  by the
optionee  or the  Company  of any  provisions  of any law or  regulation  of any
governmental authority.  Each Option granted under this Plan shall be subject to
the  requirement  that,  if at any time the Board of Directors of the Company or
the  Committee   shall   determine  that  (i)  the  listing,   registration   or
qualification  of the shares  subject  thereto upon any  securities  exchange or
under any state or federal law of the United  States or of any other  country or
governmental   subdivision  thereof,   (ii)  the  consent  or  approval  of  any
governmental  regulatory  body,  or (iii)  the  making  of  investment  or other
representations,  are  necessary or desirable  in  connection  with the issue or
purchase of shares subject thereto,  no such Option may be exercised in whole or
in part unless such listing, registration,  qualification,  consent, approval or
representation  shall have been effected or obtained free of any  conditions not
acceptable to the Board of Directors.  Any  determination  in this connection by
the Committee shall be final, binding and conclusive.  If the shares issuable on
exercise of an Option are not  registered  under the Securities Act of 1933, the
Company may imprint on the certificate  for such shares the following  legend or
any legend  which  counsel for the Company  considers  necessary or advisable to
comply with the Securities Act of 1933:

      THE  SHARES  OF  STOCK  REPRESENTED  BY THIS  CERTIFICATE  HAVE  NOT  BEEN
      REGISTERED  UNDER THE SECURITIES ACT OF 1933 OR UNDER THE SECURITIES  LAWS
      OF ANY  STATE  AND  MAY  NOT BE  SOLD  OR  TRANSFERRED  EXCEPT  UPON  SUCH
      REGISTRATION  OR UPON RECEIPT BY THE  CORPORATION OF AN OPINION OF COUNSEL
      SATISFACTORY TO THE CORPORATION, IN FORM AND SUBSTANCE SATISFACTORY TO THE
      CORPORATION, THAT REGISTRATION IS NOT REQUIRED FOR SUCH SALE OR TRANSFER.

The Company may, but shall in no event be obligated to,  register any securities
covered  hereby  pursuant to the  Securities Act of 1933 (as now in effect or as
hereinafter  amended)  and,  if any shares are so  registered,  the  Company may
remove any legend on certificates  representing  such shares.  The Company shall
not be obligated to take any other affirmative

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action to cause the  exercise of an Option or the  issuance  of shares  pursuant
thereto to comply with any law or regulation or any governmental authority.

      10.   No Rights as Stockholder.

      No optionee  shall have  rights as a  stockholder  with  respect to shares
covered by his Option until the date of issuance of a stock certificate for such
shares;  and, except as otherwise  provided in Section 11 hereof,  no adjustment
for dividends, or otherwise,  shall be made if the record date therefor is prior
to the date of issuance of such certificate.

      11. Changes in the Company's Capital Structure.

      The existence of outstanding Options shall not affect in any way the right
or power of the  Company or its  stockholders  to make or  authorize  any of all
adjustments,   recapitalizations,   reorganizations  or  other  changes  in  the
Company's  capital  structure or its business or any merger or  consolidation of
the Company,  or any issue of bonds,  debentures,  preferred or prior preference
stock  ahead of or  affecting  the Common  Stock or the rights  thereof,  or the
dissolution or liquidation of the Company, or any sale or transfer of all or any
part of its  assets or  business,  or any  other  corporate  act or  proceeding,
whether of a similar character or otherwise.

      If the Company shall effect a subdivision  or  consolidation  of shares or
other capital readjustment, the payment of a stock dividend or other increase or
reduction  of the  number of shares of the  Common  Stock  outstanding,  without
receiving  consideration  therefor in money, services or property,  then (a) the
number,  class and per share  price of shares of stock  subject  to  outstanding
Options hereunder shall be appropriately adjusted in such a manner as to entitle
an optionee to receive upon exercise of an Option,  for the same  aggregate cash
consideration,  the same total number and class or classes of shares as he would
have received had he exercised his Option in full immediately prior to the event
requiring the  adjustment;  and (b) the number and class of shares then reserved
for  issuance  under  this Plan and the  number of shares to be  subject  to the
grants to be made  pursuant to Section  4(a)(ii)  and (iii) shall be adjusted by
substituting  for the total number and class of shares of stock then reserved or
subject  to grant the  number and class or classes or shares of stock that would
have been  received  by the owner of an equal  number of  outstanding  shares of
Common Stock as the result of the event requiring the  adjustment,  disregarding
any fractional shares.

      If the Company merges or consolidates with another corporation, whether or
not the Company is a surviving  corporation,  or if the Company is liquidated or
sells or otherwise disposes of substantially all of its assets while unexercised
Options remain  outstanding under this Plan, or if any "person" (as that term is
used in Section 13(d) and 14(d)(2) of the Securities Exchange Act of 1934) is or
becomes the  beneficial  owner,  directly or  indirectly,  of  securities of the
Company  representing  greater  than  50% of the  combined  voting  power of the
Company's then outstanding securities,  after the effective date of such merger,
consolidation,  liquidation, sale or other disposition, as the case may be, each
holder of an outstanding Option shall be entitled, upon exercise of such Option,
to receive,  in lieu of shares of Common Stock,  the number and class or classes
of shares of such stock or other  securities  or  property  to which such holder
would have been entitled if,  immediately  prior to such merger,  consolidation,
liquidation,  sale or other  disposition,  such  holder  had been the  holder of
record of a number of shares of Common Stock equal to the number of shares as to
which such Option may be exercised.

      Except as  otherwise  expressly  provided  in this Plan,  the issue by the
Company of shares of stock of any class, or securities  convertible  into shares
of stock of any class,  for cash or  property,  or for labor or services  either
upon  direct  sale or upon the  exercise  of rights  or  warrants  to  subscribe
therefor, or upon conversion of shares or obligations of the Company convertible
into such shares or other  securities,  shall not affect,  and no  adjustment by
reason  thereof  shall be made with respect to, the number or price of shares of
Common Stock then subject to outstanding Options.

      12. Amendment or Termination of Plan.

      The Board of Directors  may modify,  revise or terminate  this Plan at any
time and from time to time; provided, however, that without the further approval
of the holders of at least a majority of the outstanding shares of voting stock,

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or if the provisions of the corporate  charter,  bylaws or applicable  state law
prescribes a greater degree of stockholder approval for this action, without the
degree of stockholder approval thus required, the Board of Directors may not (a)
materially  increase the benefits accruing to participants  under this Plan; (b)
materially  increase  the  number of shares of Common  Stock  that may be issued
under this Plan; or (c) materially modify the requirements as to eligibility for
participation in this Plan, unless, in each such case, the Board of Directors of
the Company  shall have  obtained an opinion of legal counsel to the effect that
stockholder  approval of the  amendment  is not  required (x) by law, (y) by the
rules and  regulations  of, or any agreement  with, the National  Association of
Securities  Dealers,  Inc. or (z) to make available to the optionee with respect
to any Option  granted  under  this Plan the  benefits  of Rule 16b-3  under the
Securities  Exchange Act of 1934 (the "1934  Act"),  or any similar or successor
rule. In addition,  this Plan may not be amended more than once every six months
with respect to the plan provisions referred to in Rule 16b-3(c)(2)(ii)(A) under
the 1934 Act other than to comport with changes in the Internal  Revenue Code of
1986,  as amended,  the Employee  Retirement  Income  Security  Act of 1974,  as
amended,  or the rules thereunder.  All Options granted under this Plan shall be
subject to the terms and provisions of this Plan and any amendment, modification
or revision of this Plan shall be deemed to amend,  modify or revise all Options
outstanding  under  this  Plan at the time of such  amendment,  modification  or
revision.  If this Plan is terminated  by action of the Board of Directors,  all
outstanding Options may be terminated.

      13.   Written Agreement.

      Each  Option  granted  hereunder  shall be  embodied  in a written  option
agreement,  which shall be subject to the terms and conditions prescribed above,
and  shall be signed  by the  optionee  and by the  appropriate  officer  of the
Company  for and in the  name  and on  behalf  of the  Company.  Such an  option
agreement shall contain such other provisions as the Committee in its discretion
shall deem advisable.

      14. Indemnification of Committee and Board of Directors.

      The Company  shall,  to the fullest  extent  permitted by law,  indemnify,
defend and hold  harmless any person who at any time is a party or is threatened
to be made a party to any  threatened,  pending  or  completed  action,  suit or
proceeding (whether civil, criminal, administrative or investigative) in any way
relating  to or  arising  out of this  Plan or any  Option  or  Options  granted
hereunder  by  reason  of the  fact  that  such  person  is or was at any time a
director of the Company or a member of the Committee against  judgments,  fines,
penalties,  settlements  and reasonable  expenses  (including  attorney's  fees)
actually  incurred  by such  person  in  connection  with such  action,  suit or
proceeding.  This right of  indemnification  shall  inure to the  benefit of the
heirs,  executors and  administrators  of each such person and is in addition to
all other rights to which such person may be entitled by virtue of the bylaws of
the Company or as a matter of law, contract or otherwise.

      15. Effective Date of Amended and Restated Plan.

      The amendment and restatement of this Plan shall become effective, subject
to stockholder  approval,  on March 12, 1997.  The amendment and  restatement of
this Plan, and all Options granted  pursuant to the amendment and restatement of
this Plan prior to stockholder  approval,  shall be void and of no further force
and effect  unless the amendment  and  restatement  of this Plan shall have been
approved by the requisite vote of the stockholders entitled to vote at a meeting
of the  stockholders  of the Company  called for such purpose  prior to July 30,
1997. In the event such  stockholder  approval is not obtained,  this Plan shall
continue  in  existence  with the terms and  conditions  in effect  prior to the
effective date of the amendment and restatement  provided for hereby.  No Option
shall be granted pursuant to this Plan on or after September 30, 2003.


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