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                                                                  EXHIBIT 10.3

                      CV THERAPEUTICS, INC.

             NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN

   AMENDED AND RESTATED BY THE BOARD OF DIRECTORS ON SEPTEMBER 23, 1996
          APPROVED BY THE STOCKHOLDERS ON OCTOBER 29, 1996
       AMENDED BY THE BOARD OF DIRECTORS ON FEBRUARY 23, 2000
          APPROVED BY THE STOCKHOLDERS ON MAY 16, 2000
    AMENDED AND RESTATED BY THE BOARD OF DIRECTORS ON AUGUST 21, 2000


1. PURPOSE.

   (a) The purpose of the Non-Employee Directors' Stock Option Plan (the
"Plan") is to provide a means by which each director of CV Therapeutics, Inc.
(the "Company") who is not otherwise an employee of the Company or of any
Affiliate of the Company (each such person being hereafter referred to as a
"Non-Employee Director") will be given an opportunity to purchase stock of
the Company.

   (b) The word "Affiliate" as used in the Plan means any parent corporation
or subsidiary corporation of the Company as those terms are defined in
Sections 424(e) and (f), respectively, of the Internal Revenue Code of 1986,
as amended from time to time (the "Code").

   (c) The Company, by means of the Plan, seeks to retain the services of
persons now serving as Non-Employee Directors of the Company, to secure and
retain the services of persons capable of serving in such capacity, and to
provide incentives for such persons to exert maximum efforts for the success
of the Company.

2. ADMINISTRATION.

   (a) The Plan shall be administered by the Board of Directors of the
Company (the "Board") unless and until the Board delegates administration to
a committee, as provided in subparagraph 2(b).

   (b) The Board may delegate administration of the Plan to a committee
composed of not fewer than two (2) members of the Board (the "Committee").
If administration is delegated

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to a Committee, the Committee shall have, in connection with the
administration of the Plan, the powers theretofore possessed by the Board,
subject, however, to such resolutions, not inconsistent with the provisions
of the Plan, as may be adopted from time to time by the Board.  The Board may
abolish the Committee at any time and revest in the Board the administration
of the Plan.

3. SHARES SUBJECT TO THE PLAN.

   (a) Subject to the provisions of paragraph 10 relating to adjustments upon
changes in stock, the stock that may be sold pursuant to options granted
under the Plan shall not exceed in the aggregate four hundred thousand
(400,000) shares of the Company's common stock.  If any option granted under
the Plan shall for any reason expire or otherwise terminate without having
been exercised in full, the stock not purchased under such option shall again
become available for the Plan.

   (b) The stock subject to the Plan may be unissued shares or reacquired
shares, bought on the market or otherwise.

4. ELIGIBILITY.

   Options shall be granted only to Non-Employee Directors of the Company.

5. NON-DISCRETIONARY GRANTS.

   (a) Each person who is a Non-Employee Director on September 23, 1996
automatically shall be granted an option to purchase fifteen thousand
(15,000) shares of the Company's common stock (after taking into account the
1:10 reverse split adopted by the Board in September 1996) on the terms and
conditions set forth herein.

   (b) Each person who is, after August 21, 2000, elected for the first time
to be a Non-Employee Director automatically shall, upon the date of such
person's initial election to be a Non-Employee Director by the Board or
stockholders of the Company, be granted an option to

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purchase twenty-five thousand (25,000) shares of the Company's common stock
on the terms and conditions set forth herein.

   (c) At each annual meeting of the stockholders following the effectiveness
of the initial public offering of the Company's common stock until and
including the 1998 Annual Meeting, each person then serving as a Non-Employee
Director automatically shall be granted an option to purchase five thousand
(5,000) shares of the Company's common stock (after taking into account the
1:10 reverse split adopted by the Board in September 1996) on the terms and
conditions set forth herein; at each annual meeting of the stockholders
beginning with the 1999 Annual Meeting, each person then serving as a
Non-Employee Director automatically shall be granted an option to purchase
seven thousand five hundred (7,500) shares of the Company's common stock on
the terms and conditions set forth herein.

6. OPTION PROVISIONS.

   Each option shall be subject to the following terms and conditions:

   (a) The term of each option commences on the date it is granted and,
unless sooner terminated as set forth herein, expires on the date
("Expiration Date") ten (10) years from the date of grant.  If the optionee's
service as a Director of the Company terminates for any reason or for no
reason, the option shall terminate on the earlier of the Expiration Date or
the date three (3) months following the date of termination of service;
PROVIDED, HOWEVER, that if such termination of service is due to the
optionee's death, the option shall terminate on the earlier of the Expiration
Date or eighteen (18) months following the date of the optionee's death.  In
any and all circumstances, an option may be exercised following termination
of the optionee's service as a Non-Employee Director of the Company only as
to that number of shares as to which it was exercisable on the date of
termination of such service under the provisions of subparagraph 6(e).

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   (b) Subject to applicable law, the exercise price of each option shall be
the fair market value of the stock subject to such option on the date such
option is granted.

   (c) Payment of the exercise price of each option is due in full in cash
upon any exercise when the number of shares being purchased upon such
exercise is less than 1,000 shares; but when the number of shares being
purchased upon an exercise is 1,000 or more shares, the optionee may elect to
make payment of the exercise price under one of the following alternatives:

      (i)   Payment of the exercise price per share in cash at the time of
exercise; or

      (ii)  Provided that at the time of the exercise the Company's common
stock is publicly traded and quoted regularly in the Wall Street Journal,
payment by delivery of shares of common stock of the Company already owned by
the optionee, held for the period required to avoid a charge to the Company's
reported earnings, and owned free and clear of any liens, claims,
encumbrances or security interest, which common stock shall be valued at its
fair market value on the date preceding the date of exercise; or

      (iii) Payment by a combination of the methods of payment specified in
subparagraph 6(c)(i) and 6(c)(ii) above.

            Notwithstanding the foregoing, this option may be exercised
pursuant to a program developed under Regulation T as promulgated by the
Federal Reserve Board which results in the receipt of cash (or check) by the
Company prior to the issuance of shares of the Company's common stock.

   (d) An option shall not be transferable except by will or by the laws of
descent and distribution, and shall be exercisable during the lifetime of the
person to whom the option is granted only by such person or by such person's
guardian or legal representative.  The person to whom the Option is granted
may, by delivering written notice to the Company, in a form

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satisfactory to the Company, designate a third party who, in the event of the
death of the Optionee, shall thereafter be entitled to exercise the Option.

   (e) Each option shall become exercisable as follows: the initial grants
described in Sections 5(a) and 5(b) shall become exercisable ("vest") at the
rate of two and seventy-seven one hundredths percent (2.77%) per month over
the thirty-six (36) months after the date of grant; and the annual grants
described in Section 5(c) shall vest at the rate of eight and thirty-three
one hundredths (8.33%) per month over the twelve-month (12-month) period
following the date of grant; provided that the optionee has, during the
entire period prior to such vesting date, continuously served as a
Non-Employee Director or as an employee of or consultant to the Company or
any Affiliate of the Company, whereupon such option shall become fully
exercisable in accordance with its terms with respect to that portion of the
shares represented by that installment.

   (f) The Company may require any optionee, or any person to whom an option
is transferred under subparagraph 6(d), as a condition of exercising any such
option:  (i) to give written assurances satisfactory to the Company as to the
optionee's knowledge and experience in financial and business matters; and
(ii) to give written assurances satisfactory to the Company stating that such
person is acquiring the stock subject to the option for such person's own
account and not with any present intention of selling or otherwise
distributing the stock.  These requirements, and any assurances given
pursuant to such requirements, shall be inoperative if (i) the issuance of
the shares upon the exercise of the option has been registered under a
then-currently-effective registration statement under the Securities Act of
1933, as amended (the "Securities Act"), or (ii), as to any particular
requirement, a determination is made by counsel for the Company that such
requirement need not be met in the circumstances under the then-applicable
securities laws.

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   (g) Notwithstanding anything to the contrary contained herein, an option
may not be exercised unless the shares issuable upon exercise of such option
are then registered under the Securities Act or, if such shares are not then
so registered, the Company has determined that such exercise and issuance
would be exempt from the registration requirements of the Securities Act.

   (h) The Company (or a representative of the underwriters) may, in
connection with the first underwritten registration of the offering of any
securities of the Company under the Securities Act, require that any optionee
not sell or otherwise transfer or dispose of any shares of common stock or
other securities of the Company during such period (not to exceed one hundred
eighty (180) days) following the effective date of the registration statement
of the Company filed under the Securities Act as may be requested by the
Company or the representative of the underwriters.

7. COVENANTS OF THE COMPANY.

   (a) During the terms of the options granted under the Plan, the Company
shall keep available at all times the number of shares of stock required to
satisfy such options.

   (b) The Company shall seek to obtain from each regulatory commission or
agency having jurisdiction over the Plan such authority as may be required to
issue and sell shares of stock upon exercise of the options granted under the
Plan; PROVIDED, HOWEVER, that this undertaking shall not require the Company
to register under the Securities Act either the Plan, any option granted
under the Plan, or any stock issued or issuable pursuant to any such option.
If, after reasonable efforts, the Company is unable to obtain from any such
regulatory commission or agency the authority which counsel for the Company
deems necessary for the lawful issuance and sale of stock under the Plan, the
Company shall be relieved from any liability for failure to issue and sell
stock upon exercise of such options.

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8. USE OF PROCEEDS FROM STOCK.

   Proceeds from the sale of stock pursuant to options granted under the Plan
shall constitute general funds of the Company.

9. MISCELLANEOUS.

   (a) Neither an optionee nor any person to whom an option is transferred
under subparagraph 6(d) shall be deemed to be the holder of, or to have any
of the rights of a holder with respect to, any shares subject to such option
unless and until such person has satisfied all requirements for exercise of
the option pursuant to its terms.

   (b) Nothing in the Plan or in any instrument executed pursuant thereto
shall confer upon any Non-Employee Director any right to continue in the
service of the Company or any Affiliate or shall affect any right of the
Company, its Board or stockholders or any Affiliate to terminate the service
of any Non-Employee Director with or without cause.

   (c) No Non-Employee Director, individually or as a member of a group, and
no beneficiary or other person claiming under or through him, shall have any
right, title or interest in or to any option reserved for the purposes of the
Plan except as to such shares of common stock, if any, as shall have been
reserved for him pursuant to an option granted to him.

   (d) In connection with each option made pursuant to the Plan, it shall be
a condition precedent to the Company's obligation to issue or transfer shares
to a Non-Employee Director, or to evidence the removal of any restrictions on
transfer, that such Non-Employee Director make arrangements satisfactory to
the Company to insure that the amount of any federal or other withholding tax
required to be withheld with respect to such sale or transfer, or such
removal or lapse, is made available to the Company for timely payment of such
tax.

   (e) As used in this Plan, fair market value means, as of any date, the
value of the common stock of the Company determined as follows:

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       (i)   If the common stock of the Company is listed on any established
stock exchange, or traded on the Nasdaq National Market or the Nasdaq
SmallCap Market, the Fair Market Value of a share of common stock of the
Company shall be the closing sales price for such stock (or the closing bid,
if no sales were reported) as quoted on such exchange or market (or the
exchange or market with the greatest volume of trading in common stock of the
Company) on the last market trading day prior to the day of determination, as
reported in the Wall Street Journal or such other source as the Board deems
reliable;

       (ii)  In the absence of such markets for the common stock of the
Company, the Fair Market Value shall be determined in good faith by the Board.

10. ADJUSTMENTS UPON CHANGES IN STOCK.

   (a) If any change is made in the stock subject to the Plan, or subject to
any option granted under the Plan (through merger, consolidation,
reorganization, recapitalization, stock dividend, dividend in property other
than cash, stock split, liquidating dividend, combination of shares, exchange
of shares, change in corporate structure or otherwise), the Plan and
outstanding options will be appropriately adjusted in the class(es) and
maximum number of shares subject to the Plan and the class(es) and number of
shares and price per share of stock subject to outstanding options.

(b) In the event of:  (1) a merger or consolidation in which the Company is
not the surviving corporation; (2) a reverse merger in which the Company is
the surviving corporation but the shares of the Company's common stock
outstanding immediately preceding the merger are converted by virtue of the
merger into other property, whether in the form of securities, cash or
otherwise; or (3) any other capital reorganization in which more than fifty
percent (50%) of the shares of the Company entitled to vote are exchanged,
any surviving corporation, other than the Company, shall assume any options
outstanding under the Plan or shall substitute similar

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options for those outstanding under the Plan or, if the Company is the
surviving corporation, such options shall continue in full force and effect.

11. AMENDMENT OF THE PLAN.

    (a) The Board at any time, and from time to time, may amend the Plan.
Except as provided in paragraph 10 relating to adjustments upon changes in
stock, no amendment shall be effective unless approved by the stockholders of
the Company within twelve (12) months before or after the adoption of the
amendment, where the amendment will increase the number of shares which may
be issued under the Plan.

    (b) Rights and obligations under any option granted before any amendment
of the Plan shall not be altered or impaired by such amendment unless (i) the
Company requests the consent of the person to whom the option was granted and
(ii) such person consents in writing.

12. TERMINATION OR SUSPENSION OF THE PLAN.

    (a) The Board may suspend or terminate the Plan at any time.  Unless
sooner terminated, the Plan shall terminate ten years from the date the Board
approves this amendment and restatement of the Plan.  No options may be
granted under the Plan while the Plan is suspended or after it is terminated.

    (b) Rights and obligations under any option granted while the Plan is in
effect shall not be altered or impaired by suspension or termination of the
Plan, except with the consent of the person to whom the option was granted.

    (c) The Plan shall terminate upon the occurrence of any of the events
described in Section 10(b) above.

13. EFFECTIVE DATE OF PLAN; CONDITIONS OF EXERCISE.

    (a) This amendment and restatement of the Plan shall become effective
upon adoption by the Board of Directors, subject to the condition subsequent
that this amendment and

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restatement of the Plan is approved by the
stockholders of the Company.  Following the effective date of this amendment
and restatement, options shall not be granted under the terms of the Plan in
effect prior to such effective date.

    (b) No option granted under the Plan shall be exercised or exercisable
unless and until the condition of subparagraph 13(a) above has been met.

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