EXHIBIT 10.2


                     GERBER SCIENTIFIC, INC.
          1992 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN,
        AS AMENDED AND RESTATED AS OF SEPTEMBER 12, 1997,
          AND AS FURTHER AMENDED ON SEPTEMBER 25, 1998

                           ARTICLE 1.
                           DEFINITIONS

1.1  Board shall mean the Board of Directors of the Company.
1.2  Code  shall  mean  the Internal Revenue  Code  of  1986,  as
     amended.
1.3  Common Stock shall mean the Common Stock of the Company.
1.4  Company shall mean Gerber Scientific, Inc., its Subsidiaries
     and their successors and assigns.
1.5  Deferment  Agreement shall mean the Gerber Scientific,  Inc.
     Agreement for Deferment of Directors Fees, dated October 13,
     1995, as amended from time to time.
1.6  Deferred  Shares Account shall mean an account  for  a  Non-
     Employee Director to which all or portions of a Non-Employee
     Director's fees have been or are to be credited in the  form
     of shares of Common Stock.
1.7  Director  Fees  shall  mean all directors'  fees,  including
     annual  retainer fees, regular and special meeting fees  and
     committee fees, paid to the Non-Employee Directors by the Company
     each year.
1.8  Effective Date shall have the meaning ascribed to such
     term in Section 2.2 of the Plan.
1.9  Employee  shall mean any employee of the Company or  any  of
     its Subsidiaries.
1.10 Exchange Act shall mean the Securities Exchange Act of 1934,
     as amended.
1.11 Fair Market Value shall mean, as applied to a specific date,
     the  closing  price for the Common Stock  on  such  date  as
     reported   in   the   New   York  Stock   Exchange-Composite
     Transactions  by The Wall Street Journal, or  if  no  Common
     Stock was traded on such date, on the next preceding day  on
     which  Common Stock was so traded.  If the Common  Stock  is
     not  listed  and traded on the New York Stock Exchange,  the
     Fair Market Value shall mean, as applied to a specific date,
     the  closing  price for the Common Stock  on  such  date  as
     reported  on  such other principal United States  securities
     exchange  registered under the Exchange  Act  on  which  the
     Common Stock is listed, or if the Common Stock is not listed
     on any such exchange, the highest closing bid quotation with
     respect   to  a  share  of  Common  Stock  on  the  National
     Association of Securities Dealers, Inc. Automated Quotations
     System.
1.12 Non-Employee Director shall mean any person who is a  member
     of  the Board, but who is not currently an Employee, nor has
     been an Employee during the preceding twelve-month period.
1.13 Option  shall  mean  the right of an  Optionee  to  purchase
     Common Stock in accordance with the provisions of this Plan.
     Such  options are intended to be nonqualified stock  options
     that are outside the scope of the provisions of Section  422
     of the Code.
1.14 Option  Agreement  shall mean the agreement  evidencing  the
     grant of an Option entered into between the Optionee and the
     Company pursuant to Section 6.2 of the Plan.
1.15 Optionee  shall mean any Non-Employee Director who satisfies
     the  eligibility requirements of Section 3.1 of the Plan and
     is   entitled  to  receive  an  Option  under  the  Plan  in
     accordance with Section 6.1.
1.16 Option Price shall mean the price per share of Common  Stock
     to  be  paid  by an Optionee upon exercise of an Option,  as
     stated in the Option Agreement.
1.17 Permanent   Disability  shall  mean  "permanent  and   total
     disability" as provided in Section 22(e)(3) of the Code.
1.18 Plan  shall  mean  the  Gerber Scientific,  Inc.  1992  Non-
     Employee  Director  Stock  Option Plan  and  any  amendments
     thereto.
1.19 Subsidiary  shall mean any present or future  majority-owned
     United  States  subsidiary of the Company  which  meets  the
     definition  of  a  "subsidiary  corporation"  set  forth  in
     Section 424(f) of the Code, at the time of granting  of  the
     Option in question.

                           ARTICLE 2.
                             PURPOSE

2.1  Purpose.   The  Plan is intended to provide an incentive  to
     Non-Employee Directors to encourage ownership of the  Common
     Stock  of  the Company and to enable the Company to  attract
     and  retain qualified Non-Employee Directors whose  services
     are considered important to the success of the Company.
2.2  Effective Date.  The Effective Date of the Plan shall be the
     date  of  adoption  of  the  Plan by  the  Board;  provided,
     however,  that  the  Effective Date  of  the  provisions  of
     Article  7  shall  be  the  date  the  Board  in  its   sole
     discretion, elects to implement the provisions of Article 7.

                           ARTICLE 3.
                           ELIGIBILITY

3.1  Persons  Eligible.  Any member of the Board who  is  not  an
     Employee of the Company and has not been an Employee  during
     the preceding twelve months shall be eligible to participate
     in   the  Plan.   The  selection  of  eligible  Non-Employee
     Directors is not subject to the discretion of the Company or
     the Board.

                           ARTICLE 4.
              COMMON STOCK AVAILABLE UNDER THE PLAN

4.1  Maximum Number of Shares.  The aggregate number of shares of
     Common  Stock with respect to which Options may  be  granted
     under   the  Plan  shall  be  175,000  shares,  subject   to
     adjustment  as  provided in Section 4.3 of  the  Plan.   The
     aggregate  number  of shares of Common Stock  which  may  be
     purchased under this Plan shall not exceed 250,000 shares of
     Common Stock.
4.2  Source  of  Shares.   The shares to be  issued  upon  either
     exercise  of Options granted under this Plan shall  be  made
     available, at the discretion of the Board, either  from  the
     authorized  but  unissued shares of  Common  Stock  or  from
     shares  of Common Stock reacquired by the Company, including
     shares purchased in the open market.
4.3  Adjustment  to  Number of Shares.  In  the  event  that  the
     number of outstanding shares of Common Stock is changed by reason
     of  a  split-up or combination or an exchange of  shares  or
     recapitalization  or by reason of a stock dividend,  merger,
     consolidation, reorganization, liquidation or the like,  the
     number of shares for which Options may thereafter be granted
     under this Plan, the number of shares which may thereafter be
     purchased under this Plan, and the number of shares then subject
     to Options theretofore granted under this Plan and the price per
     share payable by the Optionee upon exercise of such Options,
     shall be adjusted proportionately so as to reflect such change.
     If any Option granted under the Plan shall terminate or expire,
     without having been exercised in full, or be canceled as to any
     shares, new Options may thereafter be granted covering  such
     shares.
                           ARTICLE 5.
                   ADMINISTRATION OF THE PLAN

5.1  Committee.  The Plan shall be administered by the Board.
5.2  Powers.   All  matters concerning eligibility to participate
     in  the Plan, the timing and amount of Options granted,  the
     exercise  price  of such Options, the periods  during  which
     they  may be exercised, and the term of any Option shall  be
     determined  in accordance with the provisions of  the  Plan,
     and  the  Board will have no discretion as to such  matters.
     All  other decisions relating to the administration  of  the
     Plan  shall  be  made  by  the  Board.   Any  determination,
     decision or action made or taken by the Board shall be final
     and binding on all parties.
5.3  Action  by  Board.  A majority of the members of  the  Board
     shall  constitute a quorum.  All determinations of the Board
     shall be made by a majority of its members.  Any decision or
     determination reduced to writing and signed by  all  of  the
     members  shall be fully as effective as if it had been  made
     by  a majority vote at a meeting duly called and held.   The
     Board shall also have express authority to hold meetings  by
     means  of  conference  telephone or  similar  communications
     equipment by which all persons participating in the  meeting
     can hear each other.
5.4  Indemnification.   Current and past  members  of  the  Board
     shall  be  indemnified  and held  harmless  by  the  Company
     against  and  from  any  and all loss,  cost,  liability  or
     expense  that may be imposed upon or reasonably incurred  by
     such  member in connection with or resulting from any claim,
     action,  suit or proceeding to which such member may  be  or
     become  a  party or in which such member may  be  or  become
     involved  by  reason of any action taken or failure  to  act
     under the Plan and against and from any and all amounts paid
     by  such  member in settlement thereof (with  the  Company's
     written approval) or paid by such member in satisfaction  of
     a  judgment in any such action, suit or proceeding, except a
     judgment  in  favor of the Company based upon a  finding  of
     such  member's lack of good faith.  Indemnification pursuant
     to this provision is subject to the condition that, upon the
     institution of any claim, action, suit or proceeding against
     such  member, such member shall in writing give the  Company
     an opportunity, at its own expense, to handle and defend the
     same  before such member undertakes to handle and defend  it
     on   such   member's   behalf.   The  foregoing   right   of
     indemnification shall not be exclusive of any other right to
     which  such  member may be entitled as a matter  of  law  or
     otherwise,  or  any  power  that the  Company  may  have  to
     indemnify or hold such member harmless.
5.5  Reliance.   Each member of the Board, and each  officer  and
     Employee of the Company, shall be fully justified in relying
     or  acting  in good faith upon any information furnished  in
     connection  with  the administration  of  the  Plan  by  any
     appropriate  person  or  persons.  In  no  event  shall  any
     current  or  past  member of the Board,  or  an  officer  or
     Employee   of   the  Company,  be  held   liable   for   any
     determination made or other action taken or any omission  to
     act in reliance upon any such information, or for any action
     (including  the  furnishing  of information)  taken  or  any
     failure to act, if in good faith.
5.6  Agents.   In  administering the Plan, the Board  may  employ
     accountants and counsel (who may be the independent auditors and
     outside counsel for the Company) and other persons to assist or
     render advice to it, all at the expense of the Company.

                           ARTICLE 6.
                 TERMS AND CONDITIONS OF OPTIONS

Each  Option  granted  under the Plan shall  be  subject  to  the
following terms and conditions:

6.1  Annual Grant of Options.  Subject to the limitations on  the
     number  of shares of Common Stock set forth in Section  4.1,
     each  person who is a Non-Employee Director on May 1 of each
     year  (beginning  May  1,  1993)  shall  automatically,  and
     without further action by the Board, be granted an option to
     purchase  1,000 (3,000 on and after May 1, 1998)  shares  of
     Common Stock.
6.2  Option Agreement.  A proper officer of the Company and  each
     Optionee  shall execute an Option Agreement which shall  set
     forth  the date of grant of the Option, the total number  of
     shares  of  Common  Stock  to which  such  Option  Agreement
     pertains,  the  Option Price, the time  or  times  when  the
     Option  is  exercisable, and the duration  of  the  exercise
     period.   The Option Agreement may also include  such  other
     terms, conditions, restrictions, and privileges as the Board
     in  each instance shall deem appropriate, provided they  are
     not  inconsistent with the provisions set forth  in  Section
     5.2  regarding  those  matters not subject  to  the  Board's
     discretion.
6.3  Option Exercise Price.  The price per share of Common  Stock
     subject to an Option shall be one hundred percent (100%)  of
     the Fair Market Value of a share of Common Stock on the date
     such Option is granted.
6.4  Exercise  of  Option.  Options granted  hereunder  shall  be
     exercisable  immediately.  An Option shall be  exercised  by
     (a)  written  notice to the Board of the intent to  exercise
     the  option with respect to a specified number of shares  of
     Common Stock and (b) payment for such shares as specified in
     Section  6.7  of the Plan.  The Board may also  require  the
     Optionee  to  deliver  a written representation  as  to  his
     investment intent, as set forth in Section 9.2 of the Plan.
6.5  Sales  of Stock Underlying Options.  Except in the  case  of
     sales  by  an executor or administrator of the estate  of  a
     deceased  Non-Employee  Director,  shares  of  Common  Stock
     acquired through the exercise of an Option granted hereunder
     may  not  be  disposed of until a date at least  six  months
     after  the date of the grant of such Option as specified  in
     the  Option  Agreement,  unless such disposition  would  not
     otherwise  result in liability under Section  16(b)  of  the
     Exchange Act.
6.6  Option Period.  Each Option Agreement shall specify that the
     Option  may  be exercised not later than 10 years  from  the
     date of grant of such Option.  Subject to Section 6.8 of the
     Plan,  an Option may be exercised by an Optionee only  while
     he remains a Non-Employee Director.
6.7  Payment  of  Option Price.  Upon the exercise of an  Option,
     the  Option  Price shall be paid in full in cash,  provided,
     however, that an Optionee may, at the Optionee's discretion,
     in   lieu   of   cash  payment,  deliver  certificates   and
     appropriate stock powers for shares of the Company's  Common
     Stock  that  have  been  fully paid for  and  owned  by  the
     Optionee  for  at  least thirty (30) days by  the  Optionee,
     valued at Fair Market Value on the date of exercise, as full
     or partial payment for the exercise price of any Option.
6.8  Termination  of  Directorship;  Exercise  Period   Following
     Termination.   A Non-Employee Director's directorship  shall
     be deemed to have terminated at the close of business on the
     day  on which he ceases to be a member of the Board for  any
     reason  whatsoever, including resignation, removal,  failure
     to  be  re-elected, or death.  In the event  that  the  Non-
     Employee  Director's directorship is terminated,  an  Option
     granted  to  him  under  the Plan  and  all  of  his  rights
     thereunder shall wholly and completely terminate:(a) at  the
     time  the Non-Employee Director's directorship is terminated
     as  a result of his removal from the Board for cause;(b)  at
     the  expiration  of  a  period of five years  following  the
     termination  of the Non-Employee Director's directorship  if
     such  termination  occurs for any  reason  other  than  that
     specified  in  Subsection (a) above, but in no  event  later
     than  the expiration date relating to such Option.   In  the
     event  of  the  Non-Employee Director's death  or  permanent
     disability,  an  Option  granted  under  the  Plan  may   be
     exercised  by  the  person designated  by  the  Non-Employee
     Director or, if no such designation was made, by the  proper
     legal  representative of the Non-Employee Director.  In  the
     event  of the death of a former Non-Employee Director within
     five  years  following his termination,  an  Option  granted
     under  the Plan may be exercised within the greater  of  (i)
     one  year  following the date of death or (ii) the remainder
     of  the  five-year period following the date of termination,
     but  in no event later than the expiration date relating  to
     such Option.
6.9  No Rights as Shareholder.  No Optionee shall have any rights
     as  a shareholder with respect to any shares of Common Stock
     subject to his Option prior to the date of issuance  to  him
     of a certificate or certificates for such shares.
6.10 Nontransferability of Options.  Options  granted  under  the
     Plan shall not be transferable other than by will or by  the
     laws  of  descent and distribution; provided, however,  that
     the  designation  of a beneficiary shall  not  constitute  a
     transfer.   During the lifetime of the Optionee,  an  Option
     shall  be  exercisable  only by such  Optionee  or,  if  the
     Optionee  is legally incompetent, by the Optionee's guardian
     or legal representative.

                           ARTICLE 7.
                          DIRECTOR FEES

This  Article  7,  and  all the rights and  obligations  provided
herein,  shall be effective only if and when the Board elects  to
implement all of any portion of the provisions of this Article.

7.1  Election to Receive Director Fees in Shares of Common  Stock
     in  Lieu  of  Cash.  Subject to the terms and conditions  of
     this Plan, a Non-Employee Director may elect at any time  to
     receive  shares of Common Stock in lieu of all or a  portion
     of  the  Director Fees that would otherwise  be  payable  in
     cash.  The election to receive stock in lieu of cash must be
     made prior to the calendar quarter in which the Non-Employee
     Director earns Director Fees.  The number of shares (rounded
     to  the nearest one-hundredth of a share) to be paid in lieu
     of cash shall be the quotient that results from the division
     of  the  dollar  value  of  the Director  Fees,  or  portion
     thereof, by the Fair Market Value of shares of Common  Stock
     as  of  the date the fee is due and payable to the director.
     Except  with respect to any shares the director has  elected
     to  defer pursuant to Section 7.2, certificates representing
     shares  payable  hereunder shall be delivered  to  the  Non-
     Employee  Director as soon as practicable after the Director
     Fees are due.
7.2  Deferrals  of  Director  Fees.  Subject  to  the  terms  and
     conditions of this Plan and the Deferment Agreement, a  Non-
     Employee Director may elect to defer all or a portion of the
     Director  Fees  to  be  payable,  in  accordance  with  such
     election,  in  the  form of shares of  Common  Stock.   Such
     elections  shall be made prior to January 1 of the  year  in
     which the Director Fees would be payable absent the election
     to  defer  in  accordance with the terms  of  the  Deferment
     Agreement.
7.3  Credit  of  Deferrals.   A  Non-Employee  Director  who  has
     elected  to defer shares under Section 7.2 shall  receive  a
     credit  to  his  Deferred Shares Account for the  number  of
     shares payable in accordance with Sections 7.1 and 7.2.  The
     timing of each credit under this section shall be as of  the
     date  the fee to which the credit relates would have  become
     due  and  payable to the director had it not  been  for  his
     election or elections hereunder.
7.4  Dividends.  Each time a cash dividend is paid on the shares,
     a  Non-Employee  Director who has  shares  credited  to  his
     Deferred  Shares  Account shall receive a  credit  for  such
     dividends  on the dividend payment date to such Non-Employee
     Director's  Deferred  Shares Account.   The  amount  of  the
     dividend  credit shall be the number of shares  (rounded  to
     the   nearest  one-hundredth  of  a  share)  determined   by
     multiplying the dividend amount per share by the  number  of
     shares  credited to such director's Deferred Shares  Account
     as  of  the  record date for the dividend and  dividing  the
     product  by the Fair Market Value per share on the  dividend
     payment date.
7.5  Payouts.  Deferred Shares Accounts shall be paid out in full
     shares,  provided,  however, that, on the  occasion  of  the
     payment of the final installment of shares to be made out of
     a  Deferred Shares Account, fractional shares totaling  less
     than  a full share shall be rounded upwards to the next full
     share.   Certificates  representing  shares  credited  to  a
     Deferred  Shares  Account shall be  delivered  to  the  Non-
     Employee  Director  as  soon  as practicable  following  the
     termination of the deferral in accordance with the terms  of
     the Deferment Agreement.
7.6  No  Stock  Rights.  The deferral of shares into  a  Deferred
     Shares  Account shall confer no rights upon the Non-Employee
     Director in whose name such account exists, as a shareholder
     of the Company or otherwise, with respect to the shares held
     in  such Deferred Shares Account, but shall confer only  the
     right  to  receive such shares credited as and when provided
     under the terms of the Deferment Agreement.

                           ARTICLE 8.
                    AMENDMENT AND TERMINATION

8.1  Amendment.   The  Board,  without further  approval  of  the
     shareholders, may amend the Plan in such respects as it  may
     deem  advisable; provided, however, that no amendment  shall
     become  effective without prior approval of the shareholders
     which would (a) materially increase the benefits accruing to
     the  Non-Employee  Directors; (b)  materially  increase  the
     number  of securities which may be issued under the Plan  to
     the  Non-Employee  Directors; or (c) materially  modify  the
     requirements as to eligibility for participation in the Plan
     or  (d)  adversely affect the rights of participants to  any
     shares  theretofore credited to a Deferred  Shares  Account.
     No amendment shall, without the Optionee's consent, alter or
     impair  any  of the rights or obligations under  any  Option
     previously granted to him under the Plan.
8.2  Termination.   Unless  terminated  sooner,  the  Plan  shall
     remain  in  effect for ten (10) years, ending on  the  tenth
     anniversary   of   the  Effective  Date,   nor   shall   any
     compensation payable to a Non-Employee director  be  payable
     in  shares  under  this  Plan after such  anniversary.   The
     Board,  without  further approval of the  shareholders,  may
     terminate  the  Plan  at any time; provided,  however,  that
     termination:  (i) shall not alter or impair  any  rights  of
     Optionees  under Options previously granted under  the  Plan
     without the Optionee's (or his beneficiary's) consent;  (ii)
     shall not affect deferrals or elections to defer theretofore
     made, unless otherwise expressly provided in this Plan or in
     deferrals  previously made; and (iii) shall not  affect  the
     authority  of the Board to interpret, construe,  administer,
     make  determinations  and amend the Plan.   Dividends  shall
     continue   to  be  credited  to  a  Non-Employee  Director's
     Deferred  Shares  Account  in accordance  with  Section  7.4
     hereof  until all shares in such account have been  paid  to
     such   Non-Employee  Director,  notwithstanding  the   prior
     termination of this Plan.

                           ARTICLE 9.
                    MISCELLANEOUS PROVISIONS

9.1  Share Restrictions.  The Board, in its sole discretion,  may
     require  each  Non-Employee Director to hold all  shares  of
     Common  Stock acquired pursuant to the exercise of an option
     under  the Plan for six months after receipt of the  shares.
     The  Board  may also impose such other restrictions  on  the
     transfer of shares as it deems advisable, including, without
     limitation, restrictions pursuant to the Federal  securities
     laws  or  any  blue sky or other state securities  laws,  or
     under the requirements of any stock exchange upon which such
     shares of Common Stock are then listed.
9.2  Investment  Representation.   Each  Option  Agreement  shall
     provide that, upon demand by the Board, the Optionee (or his
     beneficiary)  shall deliver to the Company at  the  time  an
     Option, or any portion of an Option, is exercised, a written
     representation  that  the shares to be  acquired  upon  such
     exercise  are  to  be acquired for investment  and  not  for
     resale  or  with  a view to the distribution thereof  and/or
     that the Optionee will comply with such restrictions as  may
     be  necessary to satisfy the requirements of the Federal  or
     state  securities law.  Likewise, in conjunction  with  each
     election under Section 7.1 or 7.2 to receive or defer shares
     in  lieu  of cash, Non-Employee Directors shall, upon  Board
     request,  deliver  to  the Company a written  representation
     that the shares to be acquired pursuant to such election are
     to  be acquired for investment and not for resale or with  a
     view  to  the  distribution thereof  and/or  that  the  Non-
     Employee Director will comply with such restrictions as  may
     be  necessary to satisfy the requirements of the Federal  or
     state   securities  law.   Delivery  of  any  representation
     required  by this section shall be a condition precedent  to
     the  right of the Optionee, purchaser or any beneficiary  to
     purchase any shares of Common Stock under this Plan.
9.3  Compliance With Other Laws and Regulations.  The  Plan,  the
     grant and exercise of Options thereunder, and the obligation
     of  the Company to sell and deliver shares hereunder,  shall
     be  subject to all applicable Federal and state laws, rules,
     and regulations and to such approvals as may be required  by
     any  government or regulatory agency.  The Company shall not
     be  required to issue or deliver any certificates for shares
     of Common Stock under the Plan prior to (a) the obtaining of
     any  approval  or  ruling from the Securities  and  Exchange
     Commission,  the  Internal  Revenue  Service  or  any  other
     governmental  agency  which  the  Company,   in   its   sole
     discretion,  shall determine to be necessary  or  advisable,
     (b)  the  listing  of such shares on any stock  exchange  on
     which  the  Common  Stock may then be listed,  and  (c)  the
     completion  of  any  registration or qualification  of  such
     shares  under  any  Federal or state law,  or  any  rule  or
     regulation  of any government body which the Company  shall,
     in  its  sole  discretion,  determine  to  be  necessary  or
     advisable.
9.4  Designation of Beneficiary.  Each Non-Employee Director may,
     from   time   to   time,   designate  any   beneficiary   or
     beneficiaries to whom any benefit under the Plan  is  to  be
     paid  in  case of his death prior to his receipt of  all  of
     such  benefits.   Each designation shall  revoke  all  prior
     designations, shall be in the form prescribed by the  Board,
     and  will  be  effective only when filed by the Non-Employee
     Director  with  the  Board.  In  the  absence  of  any  such
     designation, any benefits remaining unpaid at  the  time  of
     the  Non-Employee  Director's death shall  be  paid  to  his
     estate.
9.5  No  Rights to Continued Service on the Board.   Neither  the
     action  of  the  Company in establishing the Plan,  nor  the
     granting  of Options pursuant to the Plan shall be construed
     as  (i) limiting any right which either the shareholders  of
     the  Company or the Board may have to remove from the  Board
     any  person  to whom an Option has been granted  under  this
     Plan,  (ii) creating any obligation on the part of the Board
     to  nominate  any Non-Employee Director for re-election,  or
     (iii)  evidencing any agreement, express or implied, that  a
     Non-Employee Director has a right to continue  as  such  for
     any  specified period of time or at any particular  rate  of
     compensation.
9.6  Headings.   Any headings preceding the text of the  sections
     of this Plan are inserted for convenience of reference only,
     and  shall neither constitute a part of this Plan nor affect
     its meaning, construction, or effect.
9.7  Governing Law.  All rights under this Plan shall be governed
     by  and construed in accordance with the internal laws  (and
     not the laws relating to conflicts of laws) of the State  of
     Connecticut.
9.8  Pronouns.  The use of the masculine gender shall be extended
     to include the feminine gender wherever appropriate.