1
                                                                    EXHIBIT 10.3

                               AMENDMENT NO. 6 TO
                                    TEKELEC
                             1994 STOCK OPTION PLAN

     Section 3 of the Tekelec 1994 Stock Option Plan is hereby amended to read
in its entirety as follows:

     "3.  SHARES RESERVED.

          The maximum aggregate number of Shares reserved for issuance pursuant
     to the Plan shall be Seven Million (7,000,000) Shares or the number of
     shares of stock to which such Shares shall be adjusted as provided in
     Section 10 of the Plan. Such number of Shares may be set aside out of
     authorized but unissued Shares not reserved for any other purpose, or out
     of issued Shares acquired for and held in the treasury of the Company from
     time to time.

          Shares subject to, but not sold or issued under, any Option
     terminating, expiring or canceled for any reason prior to its exercise in
     full, shall again become available for Options thereafter granted under
     the Plan, and the same shall not be deemed an increase in the number of
     Shares reserved for issuance under the Plan."

Dated: March 20, 1998