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                                                                    EXHIBIT 10.1
                                           
                             ENGINEERING ANIMATION, INC.
                                  STOCK OPTION PLAN
                                           
                                           

    1.   PURPOSE.  The purpose of Engineering Animation, Inc. Stock Option Plan
(the "Plan"), as hereinafter set forth, is to enable Engineering Animation,
Inc., a Delaware corporation (the "Company"), to attract, retain and reward
corporate officers and managerial and other significant employees, and
non-employees (other than non-employee directors) who have an ongoing consultant
or independent contractor relationship with the Company, by offering them an
opportunity to have a greater proprietary interest in and closer identity with
the Company and with its financial success.

    Options granted under this Plan may be incentive or non-qualified
(collectively referred to as "Options").  Proceeds of cash or Company Stock
received by the Company from the sale of Common Stock of the Company pursuant to
Options granted under the Plan will be used for general corporate purposes.

    2.   ADMINISTRATION.  The Plan shall be administered by a Committee
consisting of two or more members of the Board of Directors of the Company who
are appointed from time to time by said Board of Directors (the "Committee"). 
Subject to the express provisions of the Plan, the Committee shall have the
power to interpret the Plan, to prescribe, amend and rescind rules and
regulations relating to the Plan, to determine the terms and provisions of
Participants' individual option agreements (which need not be identical) and to
make such other determinations as it deems necessary or advisable in carrying
out the administration of the Plan.  All decisions of the Committee on matters
within its jurisdiction shall be conclusive and binding.  To the extent required
to comply with the relevant provisions of Rule 16b-3 under the Securities
Exchange Act of 1934, each member of the Committee shall qualify as a
"non-employee director," as defined in Rule 16b-3 or in any successor definition
adopted by the Securities and Exchange Commission.  No member of the Board of
Directors or the Committee shall be liable for any action taken or determination
made in good faith.

    3.   DEFINITIONS.  Whenever used in this Agreement, the following terms
shall have the meanings set forth below:

        (a)   "Beneficial Owner" shall have the meaning ascribed to such term
    in Rule 13d-3 of the General Rules and Regulations under the Securities
    Exchange Act of 1934.
    
         (b)  "Change in Control" of the Company shall be deemed to have
    occurred if the conditions set forth in any one or more of the following
    paragraphs shall have been satisfied:
    
              (i)   Any Person other than a trustee or other fiduciary holding
         securities under an employee benefit plan of the Company, or a
         corporation owned directly or indirectly by the stockholders of the
         Company in substantially the same proportions as their ownership of
         Shares of the Company, or other than a Person whose stock ownership is
         approved by a vote of two-thirds (2/3) of the Directors who are not
         affiliated with such Person), becomes the Beneficial Owner, directly
         or indirectly, of securities of the Company representing 50% or more
         of the combined voting power of the Company's then outstanding
         securities; or
    
              (ii)  During any period of two consecutive fiscal years,
         individuals who at the beginning of such period constitute the Board
         of Directors (and any new Director, whose election the Board of
         Directors was approved by a vote of at least two-thirds (2/3) of the
         Directors then still in office who either were Directors at the
         beginning of the period or whose election was previously so approved),
         cease for any reason to constitute a majority thereof; or
    
              (iii) The stockholders of the Company approve (a) a plan of
         complete liquidation of the Company; or (b) an agreement for the sale
         or disposition of all or substantially all the Company's assets; or
         (c) a merger or consolidation of the Company with any other
         corporation, 

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         other than a merger or consolidation which would result in the 
         voting securities of the Company outstanding immediately prior 
         thereto continuing to represent (either by remaining outstanding or 
         by being converted into voting securities of the surviving entity), 
         at least 50% of the combined voting securities of the Company (or 
         such surviving entity) outstanding immediately after such merger or 
         consolidation;
    
              (iv)  The Board of Directors agrees by a two-thirds (2/3) vote,
         that a Change in Control of the Company has occurred.
    
    However, in no event shall a Change in Control be deemed to have occurred,
    with respect to a Participant, if that Participant is part of a purchasing
    group which consummates the Change in Control transaction.  A Participant
    shall be deemed "part of a purchasing group" for purposes of the preceding
    sentence if the Participant is an equity participant or has agreed to
    become an equity participant in the purchasing company or group (except for
    (i) passive ownership of less than 3% of the shares of the purchasing
    company; or (ii) ownership or equity participation in the purchasing
    company or group which is otherwise not deemed to be significant, as
    determined prior to the Change in Control by a majority of the
    disinterested Directors of the Company).
         
         (c)  "Common Stock" shall mean the Company's $0.01 par value common
    stock.
    
         (d)  "Person" shall have the meaning ascribed to such term in Section
    3(a)(9) of the Securities Exchange Act of 1934 and used in Sections 13(d)
    and 14(d) thereof, including a group defined in Section 13(d).
    
    4.   ELIGIBILITY.  Options may be granted under this Plan to any employee
of the Company or its subsidiaries whose participation the Committee determines
is in the best interest of the Company, including employees who are officers
and/or members of the Board of Directors, and to any nonemployee who is a
consultant or independent contractor to the Company whose participation the
Committee determines is in the best interests of the Company ("Participants");
provided, however, that no incentive options shall be granted to anyone who is
not an employee of the Company and no non-employee member of the Board of
Directors shall be eligible to receive any new Option grant hereunder.  The
Committee shall have absolute discretion to determine, within the limits of the
express provisions of the Plan, those Participants to whom and the time or times
at which Options shall be granted.  The Committee shall also determine the
number of shares to be subject to each Option, the duration of each Option, the
exercise price (Option price) under each Option, the time or times within which
(during the term of the Option) all or portions of each Option may be exercised,
and whether cash or Common Stock may be accepted in full or partial payment upon
exercise of an Option.  In making such determination, the Committee may take
into account the nature of the services rendered by the Participant, his or her
present and potential contributions to the Company's success and such other
factors as the Committee in its discretion shall deem relevant; provided,
however, that no Option granted under this Plan may become exercisable prior to
six (6) months following the date it is granted.

    5.   COMMON STOCK.  Options may be granted for a number of shares not to
exceed, in the aggregate, 1,190,000 shares of Common Stock, except as such
number of shares shall be adjusted in accordance with the provisions of
Section 12 of this Plan.

    In the event that any Option granted under the Plan expires unexercised, is
surrendered by a Participant for cancellation or is terminated or ceases to be
exercisable for any other reason without having been fully exercised prior to
the end of the period during which Options may be granted under the Plan, the
shares subject to such Option, or to the unexercised portion thereof, shall
again become available for new Options to be granted under the Plan to any
eligible Participant (including the holder of such former Option) at an Option
price determined in accordance with Section 6(a) or Section 7(a) hereof, as
appropriate, which price may then be greater or less than the Option price of
such former Option.  Any shares of Common Stock that are surrendered or withheld
in payment of the exercise price of an Option or that are surrendered or
withheld in satisfaction of any tax liabilities resulting from the exercise of
an Option will be added to the aggregate number of shares of Common Stock
available for new Option grants hereunder.


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    6.   REQUIRED TERMS AND CONDITIONS OF INCENTIVE OPTIONS.  The incentive
options granted under this Plan are intended to be "incentive stock options"
within the meaning of that term in Section 422 of the Internal Revenue Code of
1986, as amended (the "Code"), and the provisions of each incentive option
granted shall be interpreted in a manner consistent with Section 422 and with
all valid regulations issued thereunder.  Such incentive options shall be
granted in such form and upon such terms and conditions, including provisions as
to the treatment of outstanding incentive options upon the occurrence of a
Change in Control, as the Committee shall from time to time determine, subject
to the general provisions of the Plan, and the following specific rules:

         (a)  OPTION PRICE.  The purchase price per share of Common Stock
    subject to an incentive option shall be fixed by the Committee, but shall
    not be less than 100% of the Fair Market Value per share of Common Stock at
    the time the incentive option is granted.  However, if an eligible
    Participant on the date that an option is granted owns, directly or
    indirectly, within the meaning of Section 424(d) of the Code, stock
    representing more than 10% of the voting power of all classes of stock of
    the Company, then the purchase price per share shall in no instance be less
    than 110% of the Fair Market Value per share of Common Stock at the time
    the incentive option is granted; provided further, however, that the
    incentive option price shall in no event be less than the par value of the
    Common Stock subject to such incentive option.  See Section 8 below for
    determination of "Fair Market Value."

         (b)  MAXIMUM TERM.  Notwithstanding anything herein to the contrary,
    no incentive option shall be exercisable after the expiration of ten years
    from the date it is granted and no incentive option shall be exercisable
    after the expiration of five years in the case a Participant who at the
    time of grant owns (directly or indirectly, including the shares
    purchasable under such incentive option) stock of the Company possessing
    more than 10% of the total combined voting power of all classes of stock of
    the Company.

         (c)  TIME OF EXERCISE.  The Committee shall determine the duration of
    each incentive option and the time or times within which (during the term
    of the incentive option) all or portions of each incentive option may be
    exercised, except to the extent that other terms of exercise are
    specifically provided by other provisions of the Plan.

         (d)  VALUE OF SHARES.  The aggregate Fair Market Value (determined at
    the date of grant) of the incentive options exercisable for the first time
    by a Participant during any calendar year shall not exceed $100,000 or any
    other limit imposed by the Code.

         (e)  LIMITATIONS ON DISPOSITIONS.  To retain incentive option tax
    treatment, stock received upon exercise of an incentive option may not be
    disposed of prior to the later of two years from the date the incentive
    option was granted or one year from the date the shares are transferred to
    the Participant upon exercise of the incentive option.

    7.   REQUIRED TERMS AND CONDITIONS OF NONQUALIFIED OPTIONS.  The
nonqualified options granted under the Plan shall be in such form and upon such
terms and conditions, including provisions as to the treatment of outstanding
nonqualified options upon the occurrence of a Change in Control, as the
Committee shall from time to time determine, subject to the general provisions
of the Plan, and the following specific rules:

         (a)  OPTION PRICE.  The option price of each option to purchase Common
    Stock shall be 100% of the Fair Market Value per share of Common Stock at
    the date the option is granted.

         (b)  MAXIMUM TERM.  No option shall be exercisable after the
    expiration of fifteen (15) years from the date it is granted, except as
    provided in Section 10(b), (c), (d) or (e).

         (c)  TIME OF EXERCISE.  The Committee shall determine the duration of
    each Option and the time or times within which (during the term of Option)
    all or portions of each Option may be exercised, except to the extent that
    other terms of exercise are specifically provided by other provisions of
    the Plan; provided, however, that no Option granted under this Plan may
    become exercisable prior to six (6) months following the date it is
    granted.


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    8.   FAIR MARKET VALUE.  "Fair Market Value" shall be the amount determined
by the Committee from time to time, using such good faith valuation methods as
it deems appropriate, except that as long as the Common Stock is traded on
NASDAQ or a recognized stock exchange, it shall mean the average of the highest
and lowest quoted selling prices for the Shares on the relevant date, or (if
there were no sales on such date) the weighted average of the means between the
highest and the lowest quoted selling prices on the nearest day before and the
nearest day after the relevant date, as prescribed by Treasury Regulation
20.2031-2(b)(2), as reported in the Wall Street Journal or a similar publication
selected by the Committee.

    9.   CONVERSION AND MODIFICATION.  The Company retains the right to convert
incentive options to nonqualified options.  The Company may modify grants of
options to Participants who are foreign nationals or employed outside the United
States to fulfill Plan purposes and recognize differences in local law, tax
policy and custom.

    10.  EXPIRATION OF OPTION.

         (a)  GENERAL RULE.  Except with respect to Options expiring pursuant
    to Section 10(b), (c), (d) or (e), each Option shall expire on the first to
    occur of:  (i) the tenth anniversary in the case of incentive Options, or
    the fifteenth anniversary in the case of nonqualified Options, of the date
    of grant thereof, or (ii) the expiration date or dates set forth in the
    applicable Option agreement.

         (b)  EXPIRATION UPON TERMINATION OF EMPLOYMENT.  Except with respect
    to Options expiring pursuant to Section 10(c), (d) or (e), an Option shall
    expire on the first to occur of the applicable date or dates determined
    pursuant to Section 10(a) or the date that the employment or relationship
    of the Participant with the Company terminates.  Notwithstanding the
    preceding provisions of this Section 10(b), the Committee, in its sole
    discretion, may permit such a Participant to exercise an Option during a
    period following his or her termination of employment, which period shall
    not exceed three months.  In no event, however, may the Committee permit
    such Participant to exercise an Option under this Section 10(b) after the
    expiration date computed under Section 10(a).

         (c)  EXPIRATION UPON DISABILITY OR DEATH.  If the employment or
    relationship of a Participant with the Company terminates by reason of
    disability (as determined in the discretion of the Committee) or by reason
    of death, his or her Options, if any, shall expire after the first to occur
    of the expiration date computed under Section 10(a) or the one-year
    anniversary of termination of employment or relationship by reason of
    disability or death.

         (d)  EXPIRATION UPON RETIREMENT.  If the employment of a Participant
    with the Company terminates due to "retirement," as defined below, with the
    consent of the Committee, his or her Options, if any, shall expire on the
    first to occur of the applicable date or dates determined pursuant to
    Section 10(b).  If a Participant who has so retired dies prior to
    exercising in full an Option which has not expired pursuant to the
    preceding sentence, then, notwithstanding the preceding sentence, his or
    her Options shall expire after the first to occur of the expiration date
    computed under Section 10(a) or the one-year anniversary of the date of the
    Participant's death.  "Retirement" for purposes of this Plan shall mean the
    termination of employment of a Participant with the Company on or after the
    date a Participant attains age 65.

         (e)  EXPIRATION UPON TERMINATION FOR CAUSE.  If the employment or
    relationship of a Participant is terminated by the Company for substantial
    cause, the Participant's right to exercise his or her Options shall
    terminate at the time notice of termination of employment, or cancellation
    of relationship, is given by the Company to such Participant.  For purposes
    of this provision, substantial cause shall include:

              (i)   The commission of an action against or in derogation of the
         interests of the Company which, if proven in a court of law, would
         constitute a violation of a criminal code or similar law;
    
              (ii)  Divulging the Company's confidential information; or
    


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              (iii) The performance of any similar action that the Committee,
         in its sole discretion, may deem to be sufficiently injurious to the
         interest of the Company to constitute substantial cause for
         termination.
    

    11.  METHOD OF EXERCISE.  Options may be exercised by giving written notice
to the Corporate Secretary of the Company, stating the number of shares of
Common Stock with respect to which the Option is being exercised and tendering
payment therefor.  The exercise price of an Option shall be paid in full at the
time that the Option, or any part thereof, is exercised.  Subject to the
approval of the Committee, payment may be made (i) in cash, (ii) through the
surrender of previously acquired shares of Common Stock having a Fair Market
Value equal to the exercise price of the Option or the withholding of shares of
Common Stock having a Fair Market Value equal to the exercise price of the
Option, or (iii) a combination of (i) and (ii).

    12.  ADJUSTMENTS.

         (a)  The aggregate number of shares of Common Stock with respect to
    which Options may be granted hereunder, the number of shares of Common
    Stock subject to each outstanding Option and the Option price per share for
    each such Option may all be appropriately adjusted, as the Committee may
    determine, for any increase or decrease in the number of shares of issued
    Common Stock of the Company resulting from a subdivision or consolidation
    of shares whether through reorganization, payment of a share dividend or
    other increase or decrease in the number of such shares outstanding
    effected without receipt of consideration by the Company, distribution of
    assets to stockholders, or the assumption and conversion of outstanding
    options in an acquisition of the Company; provided, however, that no
    adjustment in the number of shares with respect to which Options may be
    granted under the Plan or in the number of shares subject to outstanding
    Options shall be made except in the event that such adjustment, together
    with all respective prior adjustments which were not made as a result of
    this provision, involve a net change of more than 10%.
    
         (b)  Subject to any required action by the stockholders, if the
    Company shall be a party to a transaction involving a sale of substantially
    all its assets, a merger or a consolidation, any Option granted hereunder
    shall pertain to and apply to the securities to which a holder of the
    number of shares of Common Stock subject to the Option would have been
    entitled if the Participant actually owned the stock subject to the Option
    immediately prior to the time any such transaction became effective;
    provided, however, that all unexercised Options under the Plan may be
    canceled by the Company as of the effective date of any such transaction by
    giving notice to the holders thereof of its intention to do so and by
    permitting the exercise, during the 30-day period preceding the effective
    date of such transaction, of all partly or wholly unexercised Options in
    full (without regard to installment exercise limitations).  This provision
    shall apply provided that the Participant is not terminated for cause.
    
         (c)  In the case of dissolution of the Company, every Option
    outstanding hereunder shall terminate; provided, however, that each
    Participant shall have 30 days' prior written notice of such event, during
    which time the holder shall have a right to exercise the partly or wholly
    unexercised Option (without regard to installment exercise limitations).
    
         (d)  On the basis of information known to the Company, the Committee
    shall make all determinations under this Section 12, including whether a
    transaction involves a sale of substantially all the Company's assets, and
    all such determinations shall be conclusive and binding.
    
    13.  OPTION AGREEMENTS.  Each Participant shall agree to such terms and
conditions in connection with the exercise of an Option, including restrictions
on the disposition of the Common Stock acquired upon the exercise thereof, as
the Committee may deem appropriate.  Option agreements need not be identical. 
The certificates evidencing the shares of Common Stock acquired upon exercise of
an Option may bear a legend referring to the terms and conditions contained in
the respective Option agreement and the Plan, and the Company may place a stop
transfer order with its transfer agent against the transfer of such shares.  If
requested to do so by the Committee at the time of exercise of an Option, each
Participant shall execute a certificate indicating that he or 

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she is purchasing the Common Stock under such Option for investment and not 
with any present intention to sell the same.

    14.  WITHHOLDING OF TAXES.  Upon the exercise of an Option, the Company may
deduct any Federal, state or local taxes required by law to be withheld with
respect to such exercise.  Any holder of an Option may elect to surrender shares
of Common Stock previously acquired by the holder or to have the Company
withhold shares that would have otherwise been issued to the holder pursuant to
the exercise of an Option, the number of such withheld or surrendered shares to
be sufficient to satisfy all or a portion of the income tax liability that
arises upon such exercise.

    15.  LEGAL AND OTHER REQUIREMENTS.  The obligation of the Company to sell
and deliver Common Stock under Options granted under the Plan shall be subject
to all applicable federal and state laws, regulations, rules and approvals.  A
Participant shall have no rights as a stockholder with respect to any shares
covered by an Option granted to or exercised by him or her until the date of
delivery of a stock certificate to him or her for such shares.  No adjustment
other than pursuant to Section 12 hereof shall be made for dividends or other
rights for which the record date is prior to the date such stock certificate is
delivered.

    16.  NONTRANSFERABILITY.  During the lifetime of a Participant, any Option
granted to him or her shall be exercisable only by him or her or by his or her
guardian or legal representative.  No Option shall be assignable or
transferable, except by will or by the laws of descent and distribution or
pursuant to a qualified domestic relations order as defined by the Internal
Revenue Code or the Employee Retirement Income Security Act.  The granting of an
Option shall impose no obligation upon the Participant to exercise such Option.

    17.  INDEMNIFICATION OF COMMITTEE.  In addition to such other rights of
indemnification as they may have as members of the Board of Directors or as
members of the Committee, the members of the Committee shall be indemnified by
the Company against the reasonable expenses, including attorneys' fees actually
and necessarily incurred in connection with the defense of any action, suit or
proceeding (or in connection with any appeal therein), to which they or any of
them may be a party by reason of any action taken or failure to act under or in
connection with the Plan or any Option granted hereunder, and against all
amounts paid by them in settlement thereof (provided such settlement is approved
by independent legal counsel selected by the Company) or paid by them in
satisfaction of a judgment in any such action, suit or proceeding that such
Committee member is liable for gross negligence or misconduct in the performance
of his or her duties; provided, that within 60 days after institution of any
such action, suit or proceeding, Committee members shall in writing offer the
Company the opportunity, at its own expense, to handle and defend the same.

    18.  NO CONTRACT OF EMPLOYMENT.  Neither the adoption of this Plan nor the
grant of any Option shall be deemed to obligate the Company to continue the
employment or relationship of any Participant for any particular period, nor
shall the granting of an Option constitute a request or consent to postpone the
retirement date of any Participant.

    19.  TERMINATION AND AMENDMENT OF PLAN.  No Incentive Options shall be
granted under the Plan more than ten years after the date the Plan was adopted
by the Board of Directors.  The Board of Directors, acting by a majority of its
members, without further action on the part of the stockholders, may from time
to time alter, amend or suspend the Plan or any Option granted hereunder or may
at any time terminate the Plan; provided, however, the Board of Directors may
not materially increase the number of shares of Common Stock subject to the Plan
(except as provided in Section 12 hereof), and provided further that no such
action shall materially and adversely affect any outstanding Options without the
consent of the respective Participants.

    20.  EFFECTIVE DATE OF PLAN.  The Plan as adopted by the Board of Directors
and approved by stockholders was originally effective as of June 9, 1994 and was
amended and restated as of January 1, 1996.  The Plan is hereby further amended
and restated effective May 1, 1997, subject to approval by the holders of the
Common Stock of the Company


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