10-Q/A

                          UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                           FORM 10-Q/A

 (X) Quarterly Report Pursuant to Section 13 or 15(d) of the
     Securities Exchange Act of 1934 for the quarterly period
     ended June 30, 1999

                               or

 ( ) Transition Report Pursuant to Section 13 or 15(d) of the
     Securities Exchange Act of 1934 for the transition period
     from __________ to __________

                  Commission File Number 1-6247


                        ALZA CORPORATION
     (Exact name of registrant as specified in its charter)


Delaware                                               77-0142070
(State or other jurisdiction of                  (I.R.S. Employer
incorporation or organization)                Identification No.)

                      1900 Charleston Road
                          P.O. Box 7210
              Mountain View, California 94039-7210
            (Address of principal executive offices)

Registrant's telephone number, including area code (650) 564-5000


     Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes (X)  No ( )



Number of shares outstanding of each of the registrant's classes
of common stock as of July 30, 1999:

Common Stock, $.01 par value - 101,596,932 shares


                        ALZA CORPORATION
                FORM 10-Q/A for the Quarter Ended
                          June 30, 1999


                              INDEX



Part II. Other Information


Item 6. Exhibits and Reports on Form 8-K                     3


Signatures                                                   4


Exhibits



Item 6. Exhibits and Reports on Form 8-K

            (a)    Exhibits:

                   10.1 Form of Amendment to Executive
             Agreement between ALZA Corporation and Certain
             Executive Officers dated as of June 11, 1999.



                           SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.


                                   ALZA CORPORATION



Date: March 27, 2000          By:        /s/ Peter D. Staple
                                           Peter D. Staple
                                        Executive Vice President
                                     and Chief Administrative Officer





                            EXHIBIT INDEX




Exhibit


10.1     Form of Amendment to Executive Agreement between
         ALZA Corporation and Certain Executive Officers
         dated as of June 11, 1999.

EX-10.1

                                             Exhibit 10.1


        FORM OF AMENDMENT TO EXECUTIVE AGREEMENT

          AMENDMENT (the "Amendment") to Executive
Agreement (the "Executive Agreement"), between
_____________ (the "Executive") and ALZA Corporation, a
Delaware corporation (the "Company").

          WHEREAS, Compensation and Benefits Committee
(the "Committee") of the Board of Directors (the "Board")
of the Company previously authorized the Company to enter
into agreements with certain executive officers of the
Company (the "Executive Agreements") providing for the
payment of severance and other benefits upon termination
of such executives following a change in control of the
Company;

          WHEREAS, the Committee has determined that it
is in the best interests of the Company and its
stockholders to modify such benefits in the manner set
forth below.

          NOW, THEREFORE, in consideration of the mutual
agreements hereinafter set forth, and for other good and
valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Executive and the
Company have agreed and do hereby agree to amend the
Executive Agreement as follows, effective as of the 11th
day of June, 1999:

     1.   Section 6 of the Executive Agreement is hereby
renamed "Severance Payments."

     2.   Section 6.1(A) of the Executive Agreement is hereby
amended in its entirety to read as follows:

          "In lieu of any further salary and bonus
     payments to the Executive for periods subsequent to
     the Date of Termination and in lieu of any severance
     benefit otherwise payable to the Executive, the
     Company shall pay to the Executive a lump sum
     severance payment, in cash, equal to the product of
     (x) the sum of (i) the Executive's annual base
     salary in effect immediately prior to the occurrence
     of the event or circumstance upon which the Notice
     of Termination is based or in effect immediately
     prior to the Change in Control, if higher, and (ii)
     the amount paid to or accrued by the Executive
     pursuant to the Company's regular bonus, incentive
     cash compensation or income deferral arrangements
     (and not including any special one-time awards not
     made as part of a regular program) in the one-year
     period immediately preceding that in which the Date
     of Termination occurs or, if higher, the amount paid
     or accrued in the one-year period immediately
     preceding that in which the Change in Control occurs
     and (y) 2.5."

     3.   Section 6.1(C) of the Executive Agreement is
hereby amended in its entirety to read as follows:

          "All outstanding Options, to the extent not
     then vested on the Date of Termination shall be
     exercisable in accordance with the terms and
     conditions of the Amended and Restated Stock Plan
     and 1985 Stock Option Plan, as applicable, and
     Executive's option agreement(s)."

     4.   Section 6.2 of the Executive Agreement is
hereby amended in its entirety to read as follows:

          "(A) In the event the Executive becomes
     entitled to the Severance Payments, if any of the
     payments or benefits received or to be received by
     the Executive in connection with a Change in Control
     or the Executive's termination of employment
     (whether pursuant to the terms of this Agreement or
     any other plan, arrangement or agreement with the
     Company, any Person whose actions result in a Change
     in Control or any Person affiliated with the Company
     or such Person) (all such payments and benefits,
     excluding the Gross-Up Payment (as defined below),
     being hereinafter referred to as the "Total
     Payments") will be subject to the Excise Tax, the
     Excise Tax shall be allocated pro rata to the
     portion of the Total Payments that are not
     attributable to the acceleration of equity-based
     awards to the Executive (the "Non-Equity Payments")
     and the portion of the Total Payments that are
     attributable to the acceleration of equity-based
     awards to the Executive (the "Equity Payments") and
     the Company shall pay to the Executive an additional
     amount (the "Gross-Up Payment") such that the net
     amount retained by the Executive, after deduction of
     any Excise Tax allocated to the Non-Equity Payments
     and any Federal, state and local income and
     employment taxes and Excise Tax upon the Gross-Up
     Payment, shall be equal to the Non-Equity Payments.
     By way of example, if the Excise Tax equals $100,000
     and each of the Non-Equity Payments and the Equity
     Payments are $200,000, the Gross-Up would be based
     on 50% of the Excise Tax.

          (B)  For purposes of determining whether any of
     the Total Payments will be subject to the Excise Tax
     and the amount of such Excise Tax, (i) all of the
     sum of the Total Payments shall be treated as
     "parachute payments" (within the meaning of section
     280G(b)(2) of the Code) unless, in the opinion of
     tax counsel ("Tax Counsel") reasonably acceptable to
     the Executive and selected by the accounting firm
     which was, immediately prior to the Change in
     Control, the Company's independent auditor (the
     "Auditor"), such payments or benefits (in whole or
     in part) do not constitute parachute payments,
     including by reason of section 280G(b)(4)(A) of the
     Code, (ii) all "excess parachute payments" within
     the meaning of section 280G(b)(l) of the Code shall
     be treated as subject to the Excise Tax unless, in
     the opinion of Tax Counsel, such excess parachute
     payments (in whole or in part) represent reasonable
     compensation for services actually rendered (within
     the meaning of section 280G(b)(4)(B) of the Code) in
     excess of the Base Amount allocable to such
     reasonable compensation, or are otherwise not
     subject to the Excise Tax, and (iii) the value of
     any noncash benefits or any deferred payment or
     benefit shall be determined by the Auditor in
     accordance with the principles of sections
     280G(d)(3) and (4) of the Code.  For purposes of
     determining the amount of the Gross-Up Payment, the
     Executive shall be deemed to pay federal income tax
     at the highest marginal rate of federal income
     taxation in the calendar year in which the Gross-Up
     Payment is to be made and state and local income
     taxes at the highest marginal rate of taxation in
     the state and locality of the Executive's residence
     on the date of termination (or if there is no date
     of termination, then the date on which the Gross-Up
     Payment is calculated for purposes of this section),
     net of the maximum reduction in federal income taxes
     which could be obtained from deduction of such state
     and local taxes.

          (C)  In the event that the Excise Tax is
     finally determined to be less than the amount taken
     into account hereunder in calculating the Gross-Up
     Payment, the Executive shall repay to the Company,
     within five (5) business days following the time
     that the amount of such reduction in the Excise Tax
     is finally determined, the portion of the Gross-Up
     Payment attributable to such reduction (plus that
     portion of the Gross-Up Payment attributable to the
     Excise Tax and federal, state and local income and
     employment taxes imposed on the Gross-Up Payment
     being repaid by the Executive, to the extent that
     such repayment results in a reduction in the Excise
     Tax and a dollar-for-dollar reduction in the
     Executive's taxable income and wages for purposes of
     federal, state and local income and employment
     taxes, plus interest on the amount of such repayment
     at 120% of the rate provided in section
     1274(b)(2)(B) of the Code.  In the event that the
     Excise Tax is determined to exceed the amount taken
     into account hereunder in calculating the Gross-Up
     Payment (including by reason of any payment the
     existence or amount of which cannot be determined at
     the time of the Gross-Up Payment), the Company shall
     make an additional Gross-Up Payment in respect of
     such excess (plus any interest, penalties or
     additions payable by the Executive with respect to
     such excess) within five (5) business days following
     the time that the amount of such excess is finally
     determined.  The Executive and the Company shall
     each reasonably cooperate with the other in
     connection with any administrative or judicial
     proceedings concerning the existence or amount of
     liability for Excise Tax with respect to the Total
     Payments."

          (D)  The Executive and the Company shall enter
     into an agreement, which shall (i) have a term of
     one (1) year, (ii) contain appropriate provisions
     restricting competition by the Executive from
     working in a Listed Drug Delivery Company during the
     noncompetition period, and (iii) provide the
     Executive with a quarterly fee payable in cash at
     the commencement of the agreement and, thereafter,
     on each of the following three quarterly anniversary
     dates of such commencement date in an amount equal
     to $25,000.

     5.   Except as otherwise provided herein, the
remaining terms of the Executive Agreement shall remain
in full force and effect.

     IN WITNESS WHEREOF, the Company has caused the
Amendment to be executed by its duly authorized officer,
and the Executive has hereunto signed the Amendment, as
of the date first above written.

                         ALZA Corporation


                         By: __________________________

                         Its:__________________________