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                                  EXHIBIT 10.2


                          GELTEX PHARMACEUTICALS, INC.

              AMENDED AND RESTATED 1995 DIRECTOR STOCK OPTION PLAN


     The purpose of this Amended and Restated 1995 Director Stock Option Plan
(the "Plan") of GelTex Pharmaceuticals, Inc. (the "Company") is to attract and
retain highly qualified non-employee directors of the Company and to encourage
ownership of stock of the Company by such Directors so as to provide additional
incentives to promote the success of the Company.

1. ADMINISTRATION OF THE PLAN.

     Grants of stock options under the Plan shall be automatic as provided in
Section 6. However, all questions of interpretation with respect to the Plan and
options granted under it shall be determined by the Board of Directors of the
Company (the "Board") or by a committee consisting of one or more directors
appointed by the Board and such determination shall be final and binding upon
all persons having an interest in the Plan.

2. PERSONS ELIGIBLE TO PARTICIPATE IN THE PLAN.

     Each director of the Company who is not an employee of the Company or of
any subsidiary of the Company shall be eligible to participate in the Plan
unless such director irrevocably elects not to participate.

3. SHARES SUBJECT TO THE PLAN.

     (a) The aggregate number of shares of the Company's Common Stock which may
be optioned under this Plan is 110,000 shares. Shares issued under the Plan may
consist in whole or in part of authorized but unissued shares or treasury
shares.

     (b) In the event of a stock dividend, split-up, combination or
reclassification of shares, recapitalization or other similar capital change
relating to the Company's Common Stock, the maximum aggregate number and kind of
shares or securities of the Company as to which options may be granted under
this Plan and as to which options then outstanding shall be exercisable, and the
option price of such options shall be appropriately adjusted so that the
proportionate number of shares or other securities as to which options may be
granted and the proportionate interest of holders of outstanding options shall
be maintained as before the occurrence of such event.

     (c) In the event of a consolidation or merger of the Company with another
corporation where the Company's stockholders do not own a majority in interest
of the surviving or resulting corporation, or the sale or exchange of all or
substantially all of the assets of the Company, or a reorganization or
liquidation of the Company, any deferred exercise period shall be automatically
accelerated and each holder of an outstanding option shall be entitled to
receive upon exercise and payment in accordance with the terms of the option the
same shares, securities or property as he would have been entitled to receive
upon the occurrence of such event if he had been, immediately prior to such
event, the holder of the number of shares of Common Stock purchasable under his
or her option; provided, however, that in lieu of the foregoing the Board may
upon written notice to each holder of an outstanding option or right under the
Plan, provide that such option or right shall terminate on a date not less than
20 days

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after the date of such notice unless theretofore exercised.

     (d) Whenever options under this Plan lapse or terminate or otherwise become
unexercisable the shares of Common Stock which were subject to such options may
again be subjected to options under this Plan. The Company shall at all times
while this Plan is in force reserve such number of shares of Common Stock as
will be sufficient to satisfy the requirements of this Plan.

4. NON-STATUTORY STOCK OPTIONS.

     All options granted under this Plan shall be non-statutory options not
entitled to special tax treatment under Section 422 of the Internal Revenue Code
of 1986, as amended (the "Code").

5. FORM OF OPTIONS.

     Options granted hereunder shall be in substantially the form as the Board
or any committee appointed pursuant to Section 1 above may from time to time
determine.

6. GRANT OF OPTIONS AND OPTION TERMS.

     (a) AUTOMATIC GRANT OF OPTIONS. Upon the adoption of this Plan by the Board
of Directors each eligible director shall automatically be granted options to
purchase 4,000 shares of Common Stock for each year of the term of office for
which such director has been nominated to stand for election at the Company's
1996 annual meeting of stockholders, such that Class I Directors shall be
granted options to purchase 12,000 shares; Class II Directors shall be granted
options to purchase 8,000 shares and Class III Directors shall be granted
options to purchase 4,000 shares. Upon the election or re-election of any
eligible director at the Company's 1997 annual meeting of its stockholders and
upon each annual meeting of the stockholders thereafter, each such director
shall automatically be granted options to purchase 4,000 shares of Common Stock
for each year of the term of office to which he or she is elected. In addition,
upon the election of a director who is eligible to receive options to purchase
Common Stock under the Plan other than at an annual meeting of stockholders
(whether by the Board or the stockholders and whether to fill a vacancy or
otherwise), such director shall automatically be granted options to purchase
4,000 shares of Common Stock for each year or portion thereof of the term of
office to which he or she is elected. No options shall be granted hereunder
after ten years from the date on which this Plan was initially approved and
adopted by the Board.

     (b) DATE OF GRANT. The "Date of Grant" for options granted under this Plan
shall be the date of adoption of the Plan, or the date of election or
re-election as a director, as the case may be.

     (c) OPTION PRICE. The option price for each option granted under this Plan
shall be the current fair market value of a share of Common Stock of the Company
as determined by the closing price for the Company's Common Stock as reported by
the National Association of Securities Dealers Automated Quotations National
Market System on the Date of Grant.

     (d) TERM OF OPTION. The term of each option granted under this Plan shall
be ten



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years from the Date of Grant.

     (e) EXERCISABILITY OF OPTIONS. Options granted upon the adoption of this
Plan shall become exercisable with respect to 4,000 shares on the date of the
Company's 1997 annual meeting of stockholders and on each of the next two annual
meetings of stockholders of the Company following such annual meeting of
stockholders (i.e., options to purchase 12,000 shares of Common Stock granted
upon the adoption of the Plan will become exercisable with respect to 4,000
shares at each of the 1997, 1998 and 1999 annual meetings). Otherwise, Options
granted under this Plan shall become exercisable with respect to 4,000 shares on
the each of the first three annual meetings of stockholders of the Company
following the Date of Grant, but in all cases if and only if the option holder
is a member of the Board at the opening of business on that date.

     (f) GENERAL EXERCISE TERMS. Directors holding exercisable options under
this Plan who cease to serve as members of the Board may, during their lifetime,
exercise the rights they had under such options at the time they ceased being a
director for the full unexpired term of such option. Any rights that have not
yet become exercisable shall terminate upon cessation of membership on the
Board. Upon the death of a director, those entitled to do so shall have the
right, at any time within twelve months after the date of death, to exercise in
whole or in part any rights which were available to the director at the time of
his or her death. The rights of the option holder may be exercised by the
holder's guardian or legal representative in the case of disability and by the
beneficiary designated by the holder in writing delivered to the Company or, if
none has been designated, by the holder's estate or his or her transferee on
death in accordance with this Plan, in the case of death. Options granted under
the Plan shall terminate, and no rights thereunder may be exercised, after the
expiration of the applicable exercise period. Notwithstanding the foregoing
provisions of this section, no rights under any options may be exercised after
the expiration of ten years from their Date of Grant.

     (g) METHOD OF EXERCISE AND PAYMENT. Options may be exercised only by
written notice to the Company at its head office accompanied by payment of the
full option price for the shares of Common Stock as to which they are exercised.
The option price shall be paid in cash or by check or in shares of Common Stock
of the Company, or in any combination thereof. Shares of Common Stock
surrendered in payment of the option price shall have been held by the person
exercising the option for at least six months, unless otherwise permitted by the
Board. The value of shares delivered in payment of the option price shall be
their fair market value, as determined in accordance with Section 6(c) above, as
of the date of exercise. Upon receipt of such notice and payment, the Company
shall promptly issue and deliver to the optionee (or other person entitled to
exercise the option) a certificate or certificates for the number of shares as
to which the exercise is made.

     (h) NON-TRANSFERABILITY. Options granted under this Plan shall not be
transferable by the holder thereof otherwise than by will or the laws of descent
and distribution or as permitted by Rule 16b-3 (or any successor provision)
under the Securities Exchange Act of 1934, as amended ("Rule 16b-3").

7. LIMITATION OF RIGHTS.

     (a) NO RIGHT TO CONTINUE AS A DIRECTOR. Neither the Plan, nor the granting
of an option or any other action taken pursuant to the Plan, shall constitute an
agreement or understanding, express or implied, that the Company will retain an
option holder as a director for any period of time or at any particular rate of
compensation.



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     (b) NO STOCKHOLDERS' RIGHTS FOR OPTIONS. A director shall have no rights as
a stockholder with respect to the shares covered by options until the date the
director exercises such options and pays the option price to the Company, and no
adjustment will be made for dividends or other rights for which the record date
is prior to the date such option is exercised and paid for.

8. AMENDMENT OR TERMINATION.

     The Board may amend or terminate this Plan at any time, provided that, to
the extent necessary to comply with Rule 16b-3, this Plan shall not be amended
more than once every six months, other than to comport with changes in the Code,
ERISA or the rules thereunder.

9. STOCKHOLDER APPROVAL.

     This Plan and the automatic grants made upon adoption thereof by the Board
of Directors are subject to approval by the stockholders of the Company by the
affirmative vote of the holders of a majority of the shares of Common Stock of
the Company present, or represented and entitled to vote, at a meeting duly held
in accordance with the laws of the State of Delaware. In the event such approval
is not obtained, all options granted under this Plan shall be void and without
effect.

10. GOVERNING LAW.

     This Plan shall be governed by and interpreted in accordance with the laws
of the State of Delaware.





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