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                                                                   EXHIBIT 10.24

                               CELL PATHWAYS, INC.

                           1997 EQUITY INCENTIVE PLAN

                             RESTRICTED STOCK GRANT


         This RESTRICTED STOCK GRANT, dated as of December 14, 2001 (the "Date
of Grant"), is delivered by Cell Pathways, Inc. (the "Company") to Robert E.
Bellet (the "Grantee").

                                    RECITALS

         The Cell Pathways, Inc. 1997 Equity Incentive Plan (the "Plan")
provides for the grant of restricted stock in accordance with the terms and
conditions of the Plan. The Compensation Committee of the Board of Directors of
the Company (the "Committee") has decided to make a restricted stock grant as an
inducement for the Grantee to promote the best interests of the Company and its
shareholders.

         NOW, THEREFORE, the parties to this Agreement, intending to be legally
bound hereby, agree as follows:



1. Restricted Stock Grant. Subject to the terms and conditions set forth in this
Agreement and the Plan, Cell Pathways, Inc. (the "Company") hereby grants the
Grantee 10,000 shares of common stock of the Company, subject to the
restrictions set forth below and in the Plan ("Restricted Stock"). Shares of
Restricted Stock may not be transferred by the Grantee or subjected to any
security interest until the shares have become vested pursuant to this Agreement
and the Plan.


2. Vesting and Nonassignability of Restricted Stock.

         (a) The shares of Restricted Stock shall become fully vested, and the
restrictions described in Section 2(d) and Section 4 shall lapse, on the fifth
anniversary of the Date of Grant (December 14, 2006), if the Grantee continues
in the Continuous Service (as defined in the Plan) of the Company from the Date
of Grant until the vesting date; provided, however, that the vesting of the
Restricted Stock may be accelerated in accordance with subparagraph (b) or (c)
below.

         (b) The Restricted Stock shall become fully vested on the date the
Company receives its first marketing approval from the U.S. Food and Drug
Administration for a New Drug Application for a drug developed by the Company,
if the Grantee is then in the Continuous Service of the Company.
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         (c) If a change of control of the Company (as determined under Section
13(b) of the Plan) occurs while the Grantee is in the Continuous Service of the
Company, the Restricted Stock shall become fully vested.

         (d) If the Grantee's Continuous Service terminates for any reason
before the Restricted Stock is fully vested, the shares of Restricted Stock that
are not then vested shall be forfeited and the certificates therefor shall not
be delivered to Grantee.


3. 83(b) Election and Tax Gross Up.

         (a) The Grantee agrees that, during the 30-day period that begins on
the Date of Grant, the Grantee shall file an election under Section 83(b) of the
Internal Revenue Code (the "83(b) Election") with the Internal Revenue Service.
As a result of the 83(b) Election, the Grantee will be required to recognize in
income the fair market value of the Restricted Stock as of the Date of Grant. A
sample 83(b) Election and a memorandum explaining the consequences of an 83(b)
Election are attached.

         (b) If the Grantee makes an effective 83(b) Election, the Company will
pay to the Grantee in cash an amount that the Company determines is sufficient
to gross up the Grantee for the federal, state and local ordinary income and
employment taxes (including those withheld pursuant to Section 8 hereof) that
are imposed on the Grantee as a result of the 83(b) Election and this gross up
payment.


4. Non-Transferability of Shares. During the period before the shares of
Restricted Stock vest (the "Restriction Period"), the non-vested Restricted
Stock may not be assigned, transferred, pledged or otherwise disposed of by the
Grantee. Any attempt to assign, transfer, pledge or otherwise dispose of the
shares contrary to the provisions hereof, and the levy of any execution,
attachment or similar process upon the shares, shall be null, void and without
effect.


5. Right to Vote and to Receive Dividends. The Grantee will have the right to
vote unvested shares of Restricted Stock and receive any dividends or other
distributions paid on the unvested shares. In the event of a dividend or
distribution payable in stock or other property or a reclassification, split up
or similar event during the Restriction Period, the shares or other property
issued or delivered with respect to the unvested shares shall be subject to the
same terms and conditions relating to vesting as the shares of Restricted Stock
to which they relate.


6. Issuance of Certificates.

         (a) Stock certificates representing the Restricted Stock shall be
issued by the Company and held in escrow by the Company until the Restricted
Stock vests.

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         (b) When the Grantee obtains a vested right to shares of Restricted
Stock, a certificate representing the vested shares shall be delivered to the
Grantee free of the restrictions under Sections 2 and 4 of this Agreement.

         (c) The obligation of the Company to deliver shares upon the vesting of
the Restricted Stock shall be subject to all applicable laws, rules, and
regulations and such approvals by governmental agencies as may be deemed
appropriately to comply with relevant securities laws and regulations.


7. Incorporation by Reference. This grant of Restricted Stock shall be subject
to the terms, conditions and limitations of the Plan, which are incorporated
herein by reference. This grant of Restricted Stock is subject to the
interpretations, regulations and determinations concerning the Plan established
from time to time by the Committee in accordance with the provisions of the
Plan, including, but not limited to, provisions pertaining to (i) the
registration, qualification or listing of the shares, (ii) changes in
capitalization of the Company, and (iii) other requirements of applicable law.
The Committee shall have the authority to interpret and construe this Agreement
pursuant to the terms of the Plan.


8. Withholding. The Company shall have the right to withhold all applicable
federal, state, local and other withholding taxes from amounts payable under
this Agreement and from other compensation or amounts payable to the Grantee
from the Company.


9. No Employment or Other Rights. This grant shall not confer upon the Grantee
any right to be retained by or in the employ or service of the Company and shall
not interfere in any way with the right of the Company to terminate the
Grantee's employment or service at any time. The right of the Company to
terminate at will the Grantee's employment or service at any time for any reason
is specifically reserved.


10. Assignment by Company. The rights and protections of the Company hereunder
shall extend to any successors or assigns of the Company and to the Company's
parents, subsidiaries, and affiliates. This Agreement may be assigned by the
Company without the Grantee's consent.


11. Applicable Law. The validity, construction, interpretation and effect of
this instrument shall be governed by and construed in accordance with the laws
of State of Delaware, without giving effect to the conflicts of laws provisions
thereof.

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12. Notice. Any notice to the Company provided for in this instrument shall be
addressed to the Company in care of the President at Cell Pathways, Inc., 702
Electronic Drive, Horsham, PA 19044, and any notice to the Grantee shall be
addressed to such Grantee at the current address shown on the payroll of the
Company, or to such other address as the Grantee may designate to the Company in
writing. Any notice shall be delivered by hand, sent by telecopy or enclosed in
a properly sealed envelope addressed as stated above, registered and deposited,
postage prepaid, in a post office regularly maintained by the United States
Postal Service.


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         IN WITNESS WHEREOF, the Company has caused its duly authorized officers
to execute and attest this instrument, and the Grantee has placed his or her
signature hereon, effective as of the Date of Grant.


                                        CELL PATHWAYS, INC.
Attest:


/s/  Martha E. Manning                  By: /s/ Robert J. Towarnicki, CEO
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I hereby accept the grant of Restricted Stock described in this Agreement, I
agree to be bound by the terms of the Plan and this Agreement, and I hereby
agree that all the decisions and determinations of the Committee shall be final
and binding.


                                                 /s/ Robert E. Bellet
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                                        Robert E. Bellet

                                                 February 1, 2002
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                                        Date


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