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                                                                       EXHIBIT 4









                                    GTX, INC.




                      DIRECTORS' DEFERRED COMPENSATION PLAN


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                                   GTX, INC.

                      DIRECTORS' DEFERRED COMPENSATION PLAN

                                Table of Contents


                                                                          
ARTICLE I

Definitions...................................................................2

ARTICLE II

Election to Defer ............................................................3

ARTICLE III

Deferred Compensation Accounts................................................3

ARTICLE IV

Payment of Deferred Compensation..............................................4

ARTICLE V

Administration................................................................5

ARTICLE VI

Amendment of Plan.............................................................5






                                    ARTICLE I
                                   DEFINITIONS

         1.1 "Board" shall mean the Board of Directors of GTx, Inc.

         1.2 "Cash Account" shall mean the account created by the Company
pursuant to Article III of this Plan in accordance with an election by a
Director to receive deferred cash compensation under Article II hereof.

         1.3 "Code" means the Internal Revenue Code of 1986, as amended.

         1.4 "Common Stock" shall mean the Common Stock of the Company.

         1.5 "Company" means GTx, Inc.

         1.6 "Director" shall mean a member of the Board of Directors of the
Company that is not an employee of the Company or any of its subsidiaries.

         1.7 "Fees" shall mean amounts earned for serving as a member of the
Board, including any committees of the Board.

         1.8 "He", "Him" or "His" shall apply equally to male and female members
of the Board.

         1.9 "Plan" shall mean this Deferred Compensation Plan for Directors as
it may be amended from time to time.

         1.10 "Regulations" means those certain Treasury Regulations promulgated
pursuant to the Code.

         1.11 "Stock Account" shall mean the account created by the Company
pursuant to Article III of this Plan in accordance with an election by a
Director to receive stock compensation under Article II hereof.

         1.12 "Stock Value" shall mean, for any given day, the closing price of
the Company's Common Stock as reported on the Nasdaq Stock Market ("Nasdaq") on
such day. If the closing price is not available from Nasdaq for the Common stock
on a date in question, then the next preceding practicable date for which such
closing price is available shall be used.

         1.13 "Year" shall mean calendar year.


                                       2


                                   ARTICLE II
                                ELECTION TO DEFER

         2.1 A Director may elect, on or before December 31 of any Year, to
defer payment of all or a specified part of all Fees earned during the Year
following such election and succeeding Years (until the Director ceases to be a
Director or changes his election pursuant to Paragraph 2.3); provided, however,
that with respect to Year 2004, a Director may elect, on or before July 1, 2004,
to defer all or a specified part of all Fees earned on or after July 1, 2004.
Any person who shall become a Director during any Year, and who was not a
Director of the Company on the preceding December 31, may elect, before the
Director's term begins, to defer payment of all or a specified part of such Fees
earned during the remainder of such Year and for succeeding Years.

         2.2 The election to participate in the plan and manner of payment shall
be designated by submitting a letter in the form attached hereto as Appendix A
to the Secretary of the Company.

         2.3 The election shall continue from Year to Year unless the Director
terminates it by written request delivered to the Secretary of the Company prior
to the commencement of the Year for which the termination is first effective.

                                  ARTICLE III
                         DEFERRED COMPENSATION ACCOUNTS

         3.1 The Company shall maintain separate memorandum accounts for the
Fees deferred by each Director.

         3.2 The Company shall credit, on the date Fees become payable, to the
Cash Account of each Director the deferred portion of any Fees due the Director
as to which an election to receive cash has been made. Fees deferred in the form
of cash (and interest thereon) shall be held in the general funds of the
Company.

         3.3 On the first day of each quarter, the Company shall credit the Cash
Account of each Director with interest calculated on the basis of the Balance in
such account on the first day of each month of the preceding quarter at the
prime rate of interest then in effect at First Horizon National Bank, Memphis,
Tennessee, or if no such rate shall be available, then such rate of interest as
is then published in the Wall Street Journal as the prevailing prime rate of
interest.

         3.4 The Company shall credit, on the date Fees become payable, the
Stock Account of each Director with the number of shares of Common Stock which
is equal to the deferred portion of any Fees due the Director as to which an
election to receive the Company Common Stock has been made, divided by the Stock
Value on the date such Fees would otherwise have been paid. For purposes of this
Section 3.4, the Stock Value shall be determined on the date Fees would
otherwise have been paid.


                                       3


         3.5 The Company shall credit the Stock Account of each Director who has
elected to receive deferred compensation in the form of Common Stock with the
number of shares of Common Stock equal to any cash dividends (or the fair market
value of dividends paid in property other than dividends payable in Common
Stock) payable on the number of shares of Common Stock represented in each
Director's Stock Account in the form of the right to receive Common Stock. If
adjustments are made to the outstanding shares of Common Stock as a result of
stock-splits, recapitalizations, mergers, consolidations and the like, an
appropriate adjustment also will be made in the number of shares of Common Stock
credited to the Director's Stock Account.

         3.6 Common Stock shall be computed to three decimal places.

         3.7 The right to receive Common Stock at a later date shall not entitle
any person to rights of a stockholder with respect to such Common Stock unless
and until shares of Common Stock have been issued to such person pursuant to
Article IV hereof.

         3.8 The Company shall not be required to acquire, reserve, segregate,
or otherwise set aside shares of its Common Stock for the payment of its
obligations under the Plan, but shall make available as and when required a
sufficient number of shares of its Common Stock to meet the needs of the Plan,
provided that the Company shall not be required to issue any fractional shares
of Common Stock, and any fractional share amounts shall be paid in cash to the
Director, at the time the shares of Common Stock are issued to such Director,
based on the Stock Value of such Common Stock as of the close of trading on the
business day immediately preceding such payment date.

         3.9 Nothing contained herein shall be deemed to create a trust of any
kind or any fiduciary relationship. To the extent that any person acquires a
right to receive payments from the Company under the Plan, such right shall be
no greater than the right of any unsecured general creditor of the Company.

                                   ARTICLE IV
                        PAYMENT OF DEFERRED COMPENSATION

         4.1 Subject to the second succeeding sentence, amounts contained in a
Director's Cash Account and/or Stock Account shall be distributed as the
Director's election (made pursuant to Paragraph 2.2 of Article II hereof) shall
provide. Distributions from the Director's Cash Account or Stock Account shall
begin (i) within thirty (30) days after commencement of the Year following the
Director's retirement or separation from the Board or (ii) six months after such
event, whichever is later. Amounts credited to a Director's Cash Account shall
be paid in cash. Amounts credited to a Director's Stock Account shall be paid in
shares of Common Stock, subject to Paragraph 3.8 hereof. Notwithstanding the
foregoing, no distributions shall be made under the Plan for a period of one
year following any Change of Control of the Company (as determined in accordance
with the Code and the Regulations).

         4.2 Each Director shall have the right to designate a beneficiary who
is to succeed to his right to receive payments hereunder in the event of death.
Any designated beneficiary shall


                                       4


receive payments in the same manner as the Director if he had lived. In case of
a failure of designation or the death of a designated beneficiary without a
designated successor, the balance of the amounts contained in the Director's
Cash Account and/or Stock Account shall be payable in accordance with Section
4.1 to the Director's or former Directors' estate in full within thirty (30)
days after commencement of the Year following the Year in which he dies. No
designation of beneficiary or change in beneficiary shall be valid unless in
writing signed by the Director and filed with the Secretary of the Company.

                                   ARTICLE V
                                 ADMINISTRATION

         5.1 The Company shall administer the Plan at its expense. All decisions
made by the Company with respect to issues hereunder shall be final and binding
on all parties.

         5.2 Except to the extent required by law, the right of any Director or
any beneficiary to any benefit or to any payment hereunder shall not be subject
in any manner to attachment or other legal process for the debts of such
Director or beneficiary; and any such benefit or payment shall not be subject to
alienation, sale, transfer, assignment or encumbrance.

                                   ARTICLE VI
                                AMENDMENT OF PLAN

         6.1 The plan may be amended, suspended or terminated in whole or in
part from time to time by the Board except that no amendment, suspension, or
termination shall apply to the payment to any Director or beneficiary of a
deceased Director of any amounts previously credited to a Director's Cash
Account or Stock Account.




                                       5

                                   APPENDIX A

                              Date: _______________


_______________________________________
Corporate Secretary
GTx, Inc.
_______________________________________


Dear Mr. ____________:

         Pursuant to the GTx, Inc. Directors' Deferred Compensation Plan,
as amended to date (the "Plan"), I hereby elect to defer receipt of all or a
portion of my Director's fees commencing _______________ and for succeeding
calendar years commencing January 1, ______ in accordance with the percentages
indicated below.

         I elect to have my Director's fees (and committee fees, if any)
credited as follows (fill in appropriate percentages for options a, b and c,
below.

         (a) ____________% of the aggregate Director's fees shall be credited to
my Cash Account as defined in the Plan;

         (b) ____________% of the aggregate Director's fees shall be credited to
my Stock Account as defined in the Plan;

         (c) ____________% of the aggregate Director's fees shall not be
deferred, but shall be paid to me directly as they accrue.

         Further, I elect to receive the payment's pursuant to the Plan (check
method desired, below):

                  ____________ in one lump sum
                  ____________ in ____________ equal annual installments

         Further, I understand that my Cash Account and Stock Account will
become payable (i) within thirty (30) days after commencement of the Year
following my retirement or separation from the Board or (ii) six months after
such event, whichever is later. Notwithstanding the foregoing, no distributions
shall be made under the Plan for a period of one year following any Change of
Control of the Company (as determined in accordance with the Code and the
Regulations).

         In the event of my death prior to receipt of all or any balance of my
Cash Account and/or Stock Account, I designate _________________ as my
beneficiary to receive the funds so accumulated.


                                       Very truly yours,



                                   Appendix A

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                                    EXHIBIT 5


                             BASS, BERRY & SIMS PLC
                    A PROFESSIONAL LIMITED LIABILITY COMPANY
                                ATTORNEYS AT LAW


                                                                      
           KNOXVILLE OFFICE                                                          DOWNTOWN OFFICE:
   900 SOUTH GAY STREET, SUITE 1700                REPLY TO:                          AMSOUTH CENTER
         KNOXVILLE, TN 37902               THE TOWER AT PEABODY PLACE        315 DEADERICK STREET, SUITE 2700
            (865) 521-6200                100 PEABODY PLACE, SUITE 950            NASHVILLE, TN 37238-3001
                                             MEMPHIS, TN 38103-2625                    (615) 742-6200
            MEMPHIS OFFICE                       (901) 543-5900
      THE TOWER AT PEABODY PLACE                                                     MUSIC ROW OFFICE:
     100 PEABODY PLACE, SUITE 950              WWW.BASSBERRY.COM                    29 MUSIC SQUARE EAST
        MEMPHIS, TN 38103-2625                                                    NASHVILLE, TN 37203-4322
            (901) 543-5900                                                             (615) 255-6161





                                September 9, 2004



The Board of Directors of GTx, Inc.
3 North Dunlap, 3rd Floor
Van Vleet Building
Memphis TN 38103


         RE:   REGISTRATION STATEMENT ON FORM S-8 RELATING TO THE DIRECTORS'
               DEFERRED COMPENSATION PLAN.


Ladies and Gentlemen:

         We have acted as counsel to GTx, Inc., a Delaware corporation (the
"Company"), in connection with the preparation and filing of a registration
statement on Form S-8 (the "Registration Statement") relating to certain shares
of common stock, par value $.001 per share, of the Company (the "Common Stock")
to be issued pursuant to the above referenced plan (the "Plan").

         In our capacity as such counsel, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of such corporate records
of the Company, such agreements and instruments, such certificates of public
officials, officers of the Company and other persons, and such other documents
as we have deemed necessary or appropriate as a basis for the opinions
hereinafter expressed. In such examinations, we have assumed the genuineness of
all signatures, the legal capacity of all natural persons, the authenticity and
completeness of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified, conformed,
photostatic or facsimile copies, and the authenticity of the originals of such
copies, and we have assumed all certificates of public officials to have been
properly given and to be accurate.

         As to factual matters relevant to this opinion letter, we have relied
upon the representations and warranties as to factual matters contained in
certificates and statements of officers of the Company and certain public
officials. Except to the extent expressly set forth herein, we have made no
independent investigations with regard thereto, and, accordingly, we do not
express any opinion as to matters that might have been disclosed by independent
verification.

         On the basis of the foregoing, and subject to the limitations set forth
herein, we are of the opinion that the shares of Common Stock issuable in
connection with the Plan have been duly authorized and, when issued, sold and
paid for in accordance with the terms of the Plan, will be validly issued, fully
paid and non-assessable.

         The opinions expressed herein are limited in all respects to the laws
of the State of Tennessee, the General Corporation Law of the State of Delaware
("Delaware General Corporation Law") and the federal laws of the United States
of America, and no opinion is expressed with respect to the laws of any other
jurisdiction or any effect which such laws may have on the opinions expressed
herein. We are not rendering any opinion or providing any assurance as to
compliance with any antifraud law, rule or regulation relating to securities, or
to the sale or issuance thereof. We are not licensed to practice law in the
State of Delaware, and our opinion as to the Delaware General Corporation Law
are based solely on our review of standard compilations of the official statutes
of Delaware and without reference to its conflicts of law rules.

         We consent to the filing of this opinion letter as an exhibit to the
Registration Statement and to any related registration statement subsequently
filed by the Company pursuant to Rule 462(b) promulgated under the Securities
Act of 1933, as amended (the "Act"), and to the use of our name under the
heading "Legal Opinions" in any prospectus constituting a part thereof. In
giving such consent, we do not thereby admit that we are within the category of
persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Securities and Exchange Commission (the "Commission")
thereunder.




         This opinion letter is being furnished by us to the Company and the
Commission solely for the benefit of the Company and the Commission in
connection with the Registration Statement and is not to be used, circulated,
quoted or otherwise relied upon by any other person, or by the Company or the
Commission for any other purpose, without our express written consent. The only
opinion rendered by us consists of those matters set forth in the fourth
paragraph hereof, and no opinion may be implied or inferred beyond those
expressly stated. This opinion letter is rendered as of the date hereof, and we
have no obligation to update this opinion letter.




                                              Yours very truly,

                                              /s/ Bass, Berry & Sims PLC

                                  EXHIBIT 23.1


            Consent of Independent Registered Public Accounting Firm


We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-_____) pertaining to the Directors' Deferred Compensation Plan of
GTx, Inc. of our report dated January 30, 2004, except for Note 13, as to which
the date is March 16, 2004, with respect to the financial statements of GTx,
Inc. included in the Annual Report (Form 10-K) for the year ended December 31,
2003, filed with the Securities and Exchange Commission.



                                                /s/ Ernst & Young LLP

Memphis, Tennessee
September 7, 2004