EXHIBIT 10.1
                         BONE CARE INTERNATIONAL, INC.
1996                           STOCK OPTION PLAN

  1.  Plan.  To provide incentives to officers, key employees and
consultants of Bone Care International, Inc. (the "Company") and its
subsidiaries from time to time, and members of the Board of Directors of the
Company (the "Board") to contribute to the success and prosperity of the
Company, based upon the ownership of the common stock, no par value, of the
Company ("Common Stock"), the Committee hereinafter designated, may grant
nonqualified stock options to officers, key employees, consultants and
eligible members of the Board on the terms and subject to the conditions
stated in this Plan.  

  2.  Eligibility.  Officers, key employees and consultants of the Company
and its subsidiaries and members of the Board who are not employees of the
Company ("non-employee directors") shall be eligible, upon selection by the
Committee, to receive stock options as the Committee, in its discretion, shall
determine.  

  3.  Shares Issuable.  The maximum number of shares of Common Stock to be
available under this Plan pursuant to all grants of stock options hereunder
shall be 500,000, subject to adjustment in accordance with Section 5.  Shares
of Common Stock subject to a stock option granted hereunder, which are not
issued by reason of the expiration, cancellation or other termination of such
stock option, shall again be available for future grants of stock options
under this Plan.

  Shares of Common Stock to be issued may be authorized and unissued shares
of Common Stock, treasury stock, or a combination thereof.

  To the extent required by Section 162(m) of the Internal Revenue Code of
1986, as amended (the "Code"), and the rules and regulations thereunder, the
maximum number of shares of Common Stock with respect to which options may be
granted during any calendar year to any person shall be 100,000, subject to
adjustment as provided in Section 5.

  4.  Administration of the Plan.  This Plan shall be administered by a
committee designated by the Board (the "Committee") consisting of two or more
members of the Board, each of whom shall be a "Non-Employee Director," within
the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and an "outside director" within the meaning of
Section 162(m) under the Code.

  The Committee shall, subject to the terms of this Plan, establish
eligibility guidelines, select officers, key employees, consultants and
non-employee directors for participation in this Plan and determine the number
of
shares of Common Stock subject to a stock option granted hereunder, the
exercise price for such shares of Common Stock, the time and conditions of
vesting or exercise and all other terms and conditions of the stock option,
including, without limitation, the form of the option agreement.  The
Committee may establish rules and regulations for the administration of the
Plan, interpret the Plan and impose, incidental to the grant of a stock
option, conditions with respect to the grant or award of stock options or
competitive employment or other activities not inconsistent with or
conflicting with this Plan.  All such rules, regulations and interpretations
relating to this Plan adopted by the Committee shall be conclusive and binding
on all parties.  All grants of stock options under this Plan shall be
evidenced by written agreements between the Company and the optionees, and no
such grant shall be valid until so evidenced.

  5.  Changes in Capitalization.  Appropriate adjustments shall be made by
the Committee in the maximum number of shares to be issued under the Plan and
the maximum number of shares which are subject to any stock option granted
hereunder, and the exercise price therefor, to give effect to any stock
splits, stock dividends and other relevant changes in the capitalization of
the Company occurring after the effective date of this Plan (which shall not
include the sale by the Company of shares of Common Stock or securities
convertible into shares of Common Stock).

  6.  Effective Date and Term of Plan.  This Plan shall be submitted to the
shareholders of the Company for approval and, if approved, shall become
effective on the date thereof; provided, however, that this Plan and any
options granted hereunder shall be null and void in the event the Company's
registration statement under Section 12 of the Exchange Act does not become
effective on or prior to December 31, 1996.  This Plan shall terminate ten
years after it becomes effective unless terminated prior thereto by action of
the Board.  No further grants shall be made under this Plan after termination,
but termination shall not affect the rights of any optionee under any grants
made prior to termination.

  7.  Amendments.  This Plan may be amended by the Board in any respect,
except that no amendment may be made without shareholder approval if such
amendment would (a) increase the maximum number of shares of Common Stock
available for issuance under this Plan (other than as provided in Section 5)
or (b) otherwise require shareholder approval.

  8.  Grants of Stock Options.  Options to purchase shares of Common Stock
may be granted hereunder to such eligible officers, key employees,
consultants, and non-employee directors as may be selected by the Committee.

  9.  Option Price.  The option price per share of Common Stock purchasable
upon exercise of an option granted hereunder shall be determined by the
Committee; provided, however, that the option price per share of Common Stock
purchasable upon exercise of an option grant under this Plan shall be 100% of
the fair market value of a share of Common Stock on the date of grant of such
option.  For purposes hereof, "fair market value" shall be determined by the
Committee.

  10.  Stock Option Period.  Each stock option granted hereunder may be
granted at any time on or after the effective date, and prior to the
termination, of this Plan.  Except as set forth in Section 8(b), the Committee
shall determine whether such stock option shall become exercisable in
cumulative or non-cumulative installments or in full at any time.  An
exercisable stock option may be exercised in whole or in part with respect to
whole shares of Common Stock only.  The period for the exercise of each stock
option shall be determined by the Committee.

  11.  Exercise of Stock Options.  (a) Upon exercise, the option price may
be paid in cash, in previously owned shares of Common Stock (which the
optionee has held for at least six months or acquired on the open market and
which the optionee owns free and clear from all encumbrances) having a fair
market value on the date of exercise equal to the option price, or in a
combination thereof.  The Company may arrange or approve of a cashless option
exercise procedure which complies with the provisions of Section 16 of the
Exchange Act and the rules and regulations thereunder.

  (b) An option may be exercised during an optionee's continued employment
with the Company or one of its subsidiaries, or service on the Board, as the
case may be, and, except in the event of such optionee's death, within a
period of 30 days following termination of such employment or service, but
only to the extent exercisable and within the term of such option at the time
of the termination of such employment or service; provided, however, that if
employment of the optionee by the Company or one of its subsidiaries or
service on the Board shall have terminated by reason of retirement after age
60, then the option may be exercised within a period not in excess of one year
following such termination of employment or service on the Board, but only to
the extent exercisable and within the term of such option at the time of such
termination of employment or service.

  (c) No option shall be transferable except that in the event of the death
of an optionee (i) during employment or service on the Board, as the case may
be, (ii) within a period of one year after termination of employment or
service on the Board, as the case may be, by reason of retirement after age 60
at a time when the option is otherwise exercisable or (iii) within 30 days
after termination of employment or service on the Board, as the case may be,
for any other reason, outstanding stock options may be exercised, but only to
the extent exercisable and within the term of such option prior to the
application of the Section 11, by the executor, administrator or personal
representative of such deceased optionee within one year of the death of such
optionee in the case of clauses (i) and (ii) or within 90 days of the death of
such optionee in the case of clause (iii).

  12.  Acceleration of Options upon a Change in Control.  The following
provisions shall apply in the event of a "Change in Control":

  (a)  In the event of a Change in Control, any stock options not
previously exercisable in full shall become fully exercisable.

  (b)  For purposes hereof, "Change in Control" means:

  (1)  The acquisition by any individual, entity or group (a "Person"),
including any "person" within the meaning of Section 13(d)(3) or 14(d)(2) of
the Exchange Act, of beneficial ownership within the meaning of Rule 13d-3
promulgated under the Exchange Act, of 50% or more of the then outstanding
shares of Common Stock (the "Outstanding Common Stock"); provided, however,
that the following acquisitions shall not constitute a Change in Control:  (A)
any acquisition by the Company, (B) any acquisition by an employee benefit
plan (or related trust) sponsored or maintained by the Company or any
corporation controlled by the Company, (C) any acquisition by an underwriter
or underwriters as part of a bona fide public distribution of securities of
the Company or (D) any acquisition by any Person which beneficially owned as
of the effective date of this Plan, 30% or more of the outstanding Common
Stock; and provided further that, for purposes of clause (A), if any Person
(other than the Company or any employee benefit plan (or related trust)
sponsored or maintained by the Company or any corporation controlled by the
Company) shall become the beneficial owner of 50% or more of the outstanding
Common Stock by reason of an acquisition by the Company and such Person shall,
after such acquisition by the Company, become the beneficial owner of any
additional shares of the Outstanding Common Stock and such beneficial
ownership is publicly announced, such additional beneficial ownership shall
constitute a Change in Control;

  (2) Individuals who, as of the date hereof, constitute the Board (the
"Incumbent Board") cease for any reason to constitute at least a majority of
such Board; provided, however, that any individual who becomes a director of
the Company subsequent to the date hereof whose election, or nomination for
election by the Company's shareholders, was approved by the vote of at least a
majority of the directors then comprising the Incumbent Board shall be deemed
to have been a member of the Incumbent Board; and provided further, that no
individual who was initially elected as a director of the Company as a result
of an actual or threatened election contest, as such terms are used in Rule
14a-11 of Regulation 14A promulgated under the Exchange Act, or any other
actual or threatened solicitation of proxies or consents by or on behalf of
any Person other than the Board shall be deemed to have been a member of the
Incumbent Board;

  (3) Approval by the shareholders of the Company of a reorganization,
merger or consolidation unless, in any such case, immediately after such
reorganization, merger or consolidation, (i) more than 50% of the then
outstanding shares of common stock of the corporation resulting from such
reorganization, merger or consolidation and more than 50% of the combined
voting power of the then outstanding securities of such corporation entitled
to vote generally in the election of directors is then beneficially owned,
directly or indirectly, by all or substantially all of the individuals or
entities who were the beneficial owners, respectively, of the Outstanding
Common Stock immediately prior to such reorganization, merger or consolidation
and in substantially the same proportions relative to each other as their
ownership, immediately prior to such reorganization, merger or consolidation,
of the Outstanding Common Stock, (ii) no Person (other than the Company, any
employee plan (or related trust) sponsored or maintained by the Company or the
corporation resulting from such reorganization, merger or consolidation (or
any corporation controlled by the Company) and any Person which beneficially
owned, immediately prior to such reorganization, merger or consolidation,
directly or indirectly, 30% or more of the Outstanding Common Stock)
beneficially owns, directly or indirectly, 50% or more of the then outstanding
shares of common stock of such corporation or 50% or more of the combined
voting power of the then outstanding securities of such corporation entitled
to vote generally in the election of directors and (iii) at least a majority
of the members of the board of directors of the corporation resulting from
such reorganization, merger or consolidation were members of the Incumbent
Board at the time of the execution of the initial agreement or action of the
Board providing for such reorganization, merger or consolidation; or

  (4) Approval by the shareholders of the Company of (i) a plan of complete
liquidation or dissolution of the Company or (ii) the sale or other
disposition of all or substantially all of the assets of the Company other
than to a corporation with respect to which, immediately after such sale or
other disposition, (A) more than 50% of the then outstanding shares of common
stock thereof and more than 50% of the combined voting power of the then
outstanding securities thereof entitled to vote generally in the election of
directors is then beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were the beneficial
owners, respectively, of the Outstanding Common Stock immediately prior to
such sale or other disposition and in substantially the same proportions
relative to each other as their ownership, immediately prior to such sale or
other disposition, of the Outstanding Common Stock, (B) no Person (other than
the Company, any employee benefit plan (or related trust) sponsored or
maintained by the Company or such corporation (or any corporation controlled
by the Company) and any Person which beneficially owned, immediately prior to
such sale or other disposition, directly or indirectly, 30% or more of the
Outstanding Common Stock) beneficially owns, directly or indirectly, 50% or
more of the then outstanding shares of common stock thereof or 50% or more of
the combined voting power of the then outstanding securities thereof entitled
to vote generally in the election of directors and (C) at least a majority of
the members of the board of directors thereof were members of the Incumbent
Board at the time of the execution of the initial agreement or action of the
Board providing for such sale or other disposition.