Exhibit 10.6


              FOUNTAIN POWERBOAT INDUSTRIES, INC.

                        OPTION AGREEMENT

                      Dated March 17, 1995

          Fountain   Powerboat   Industries,   Inc.,   a   Nevada
corporation  (the  "Company") hereby grants to  Mark  L.  Spencer
("Holder") an Option (the "Option") to purchase 20,000 shares  of
the Company's Common Stock (the "Shares") at a purchase price and
on the terms set forth herein.

          1.   Exercise.

               a.   Purchase Price.  This Option, or any portion
hereof, is exercisable  at  a  purchase  price  of  $5.375  per
Share  (the "Purchase Price").

               b.   Time of Exercise.  Subject to Section 2(c),
this Option may be  exercised in whole or in part (but not in
fractional  shares) at  the office of the Company, at any time or
from time to  time, commencing on the date above; provided, however,
that this Option shall  expire and be null and void if not exercised
in the manner herein  provided at 5:00 p.m. local time, on the
earlier  of  (i) March 17, 2005, or (ii) two years after Termination
of Employment (the   "Expiration  Date").  For  purposes  of  this
Agreement, Termination of Employment shall mean the close of business
on the day preceding the first date on which the Holder is no longer for
any reason whatsoever employed by the Company or a subsidiary  of
the Company or is no longer a member of the Board of Directors of
the  Company  whether such termination is with or without  cause,
including,  but  not  by  way  of limitation,  a  termination  by
resignation,  discharge,  death  or  retirement,  but   excluding
terminations  where there is a simultaneous reemployment  by  the
Company.  A  leave of absence shall constitute a  Termination  of
Employment  if,  and to the extent that, such  leave  of  absence
interrupts employment for the purposes of Section 422 (a) (2)  of
the Internal Revenue Code and the then applicable Regulations and
Revenue Rulings under said Section.

               c.   Manner of Exercise.  This Option is exercisable
at the Purchase Price, payable, in cash or by check, to the order
of the Company,  subject to adjustment as provided in Section 2
hereof. Upon  surrender  of this Option, or a portion  hereof,with the
annexed Subscription Form duly executed, together with payment of
the  Purchase Price for the Shares purchased (and any  applicable
transfer taxes) at the Company's principal executive offices, the
Holder shall be entitled to receive a certificate or certificates
for the Shares so purchased.

               d.   Delivery of Stock Certificates.  As soon as
practicable, but not exceeding 30 days, after complete or partial
exercise of this Option, the Company, at its expense, shall cause
to be issued  in the  name  of  the Holder (or upon payment by the
Holder  of  any applicable transfer taxes, the Holder's assigns) a
certificate or certificates  for  the  number of fully paid  and
non-assessable Shares  to which the Holder shall be entitled upon
such exercise, together  with  such  other stock or securities  or
property  or combination  thereof to which the Holder shall be
entitled  upon such exercise, determined in accordance with Section
2 hereof.

               e.   Record Date of Issuance of Shares.  Irrespective
of the date of  issuance  and  delivery  of certificates  for  any
stock  or securities  issuable  upon the exercise of this  Option,
or  any portion   hereof,  each  person  (including  a   corporation
or partnership) in whose name any such certificate is to  be  issued
shall  for  all purposes be deemed to have become the  holder  of
record  of  the  stock  or other securities  represented  thereby
immediately prior to the close of business on the date on which a
duly executed Subscription Form containing notice of exercise  of
this  Option, or any portion hereof, and payment of the  Purchase
Price is received by the Company.

<PAGE>



          2.   Adjustments.

               a.   Adjustment for Subdivisions, Combination or
Dividends.  In case  the  Company  shall, at any time  or  from
time  to  time, subdivide  or combine the outstanding shares of Common
Stock  or declare a dividend payable in Common Stock, the exercise
price of this  Option  in  effect immediately prior  to  the
subdivision, combination  or record date for such dividend payable
in  Common Stock  shall forthwith be proportionately increased, in
the  case of  combination,  or  decreased, in the case  of  subdivision
or dividend payable in Common Stock, and each share of Common  Stock
purchasable upon exercise of the Option shall be changed  to  the
number determined by dividing the then current exercise price  by
the exercise price as adjusted after the subdivision, combination
or dividend payable in Common Stock.

               b.   Adjustment for Certain Dividends and Distributions.
In the event  the  Company, at any time or from time to time,  makes  or
fixes  a  record date for the determination of holders of  Common
Stock,  entitled  to  receive a dividend  or  other  distribution
payable in securities of the Company, other than shares of Common
Stock,  then and in each such event provisions shall be  made  so
that the Holder shall receive upon exercise of the Option, or any
portion  hereof,  in addition to the number of shares  of  Common
Stock  receivable  thereupon, the amount  of  securities  of  the
Company  which the Holder would have received had its Option,  or
any  portion hereof, been exercised into Common Stock on the date
of  such event and had it thereafter, during the period from  the
date  of  such  event  to  and including the  date  of  exercise,
retained  such  securities receivable by it as  aforesaid  during
such  period, subject to all other adjustments called for  during
such  period under this Section 2 with respect to the  rights  of
the Holder of the Option.

               c.   Adjustment for Reclassification, Exchange and
Substitution. If  the Common Stock issuable upon the exercise of
the Option, or any  portion hereof, is changed into the same or
different number of   shares  of  any  class  or  classes  of  stock,
whether  by recapitalization,  reclassification or otherwise  (other
than  a subdivision  or  combination of shares or  stock  dividend
or  a reorganization, merger, consolidation or sale of assets,
provided for elsewhere in this Section 2), then and in any such event
the, Holder  shall have the right thereafter, upon  exercise  of  the
Option, or any portion hereof, to receive the kind and amount  of
stock  and  other  securities and property receivable  upon  such
recapitalization, reclassification or other change, in an  amount
equal  to the amount that the Holder would have been entitled  to
had  the  Holder  exercised the Option, or  any  portion  hereof,
immediately  prior to such recapitalization, reclassification  or
other  change, but only to the extent the Option, or any  portion
hereof,  is actually exercised, all subject to further adjustment
as provided herein.

               d.   Reorganizations, Mergers, Consolidations or
Sales of Assets. If  at  any  time  or  from  time to  time  there
is  a  capital reorganization  of  the Common Stock (other than  a
subdivision, combination,  recapitalization, reclassification or
exchange  of the  Common  Stock provided for elsewhere in this Section
2)  or merger  or  consolidation of the Company  with  or  into  another
corporation,  or  a  sale  of all or  substantially  all  of  the
Company's properties and assets to any person then, as a part  of
such  reorganization, merger, consolidation  or  sale,  provision
shall be made so that the Holder shall thereafter be entitled  to
receive, upon exercise of the Option, or any portion hereof, (and
only to the extent the Option is exercised), the number of shares
of  stock or other securities or property of the Company,  or  of
the   successor  corporation  resulting  from  such   merger   or
consolidation  or  sale, to which a holder of  Common  Stock,  or
other  securities, deliverable upon the exercise of this  Option,
or any portion hereof, would otherwise have been entitled on such
capital reorganization, merger, consolidation, or sale.




          3.   Restriction on Transfer.

<PAGE>

               a.   The Holder, by its acceptance hereof, represents,
warrants, covenants  and  agrees  that (i) the Holder's  knowledge
of  the business and affairs of the Company, and (ii) this Option and
the Shares  issuable upon the exercise of this Option, or any portion
hereof, are being acquired for investment and not with a view  to
the   distribution   hereof,  and  that   absent   an   effective
registration statement under the Securities Act of 1933  ("Act"),
covering  the disposition of this Option, or any portion  hereof,
or the Shares issued or issuable upon exercise of this Option, or
any portion hereof, they will not be sold, transferred, assigned,
hypothecated or otherwise disposed of without first providing the
Company with an opinion of counsel (which may be counsel for  the
Company) or other evidence, reasonably acceptable to the Company,
to the effect that such sale, transfer, assignment, hypothecation
or  other  disposal  will  be exempt from  the  registration  and
prospectus delivery requirements of the Act. The Holder  consents
to the making of a notation in the Company's records or giving to
any  transfer  agent  of the Option or the  Shares  an  order  to
implement such restriction on transferability.

          This  Option and the Shares issuable upon the  exercise
of  this  Option, or any portion hereof, shall bear the following
legend  or  a  legend of similar import, provided, however,  that
such  legend shall be removed, or not placed upon the  Option  or
the  certificate or other instrument representing the Shares,  as
the  case may be, if such legend is no longer necessary to assure
compliance with the Act:

          THESE  SECURITIES  HAVE NOT BEEN  REGISTERED  WITH  THE
UNITED   STATES  SECURITIES  AND  EXCHANGE  COMMISSION   OR   THE
SECURITIES  COMMISSION OF ANY STATE BECAUSE THEY ARE BELIEVED  TO
BE  EXEMPT FROM REGISTRATION UNDER SECTION 4(2) OF THE  ACT.  THE
SECURITIES  ARE "RESTRICTED" AND MAY NOT BE RESOLD OR TRANSFERRED
EXCEPT  AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.

               b.   The Company agrees to register the Shares under
the Act on Form  S-8 or other applicable registration form, at the
Company's cost  and  expense (excluding the costs of legal counsel
to  the Holder).

          4.   Payment of Taxes. All shares issued upon the exercise of
this  Option,  or  any portion hereof, shall be  validly  issued,
fully paid and non-assessable and the Company shall pay all taxes
and  other governmental charges (other than income tax) that  may
be  imposed  in  respect  of the issue or delivery  thereof.  The
Company  shall not be required, however, to pay any tax or  other
charge  imposed in connection with any transfer involved  in  the
issue  of any certificate for Shares in any name other than  that
of the Holder surrendered in connection with the purchase of such
Shares,  and  in such case, the Company shall not be required  to
issue  or  deliver any stock certificate until such tax or  other
charge  has been paid or it has been established to the Company's
satisfaction that no tax or other charge is due.

          5.   Reservation of Common Stock.  The Company shall at
all times reserve  and  keep available out of its authorized  but
unissued shares  of Common Stock, solely for the purpose of issuance
upon the  exercise of this Option, or any portion hereof, such  number
of shares  of  Common Stock as shall be issuable upon  the  exercise
hereof.  The Company covenants and agrees that, upon exercise  of
this  Option, or any portion hereof, and payment of the  Purchase
Price  thereof,  all  shares of Common Stock issuable  upon  such
exercise  shall be duly and validly issued, fully paid  and  non-
assessable.

          6.   Notices to Holder.  Nothing contained in this Option
shall be  construed as conferring upon the Holder hereof the  right
to vote  or  to  consent or to receive notice as  a  shareholder  in
respect  of  any  meetings of shareholders for  the  election  of
directors  or any other matter or as having any rights whatsoever
as  a shareholder of the Company. All notices, requests, consents
and  other communications hereunder shall be in writing and shall
be  deemed  to  have been duly made when delivered or  mailed  by
registered  or  certified mail, postage prepaid,  return  receipt
requested:

<PAGE>

               a.   If to the Holder, to the address of such Holder
as shown on the books of the Company; or

               b.   If to the Company, to Fountain Powerboat
Industries, Inc., Whichard's Beach Road, P.O. Box 457, Washington,
NC  27889.

 	    7.   Replacement of Option.  Upon receipt of evidence
reasonably satisfactory  to the Company of the ownership of  and
the  loss, theft,  destruction or mutilation of this Option and
(in case  of loss,  theft  or  destruction)  upon  delivery  of
an  indemnity agreement in an amount reasonably satisfactory to
the Company, or (in  the  case of mutilation) upon surrender and
cancellation  of the  mutilated Option, the Company will execute
and  deliver,  in lieu thereof, a new Option of like tenor.

          8.   Successors.  All the covenants, agreements,
representations and  warranties contained in this Option shall
bind  the  parties hereto and their respective heirs,  executors,
administrators, distributees, successors and assigns.

          9.   Change; Waiver.  Neither this Option nor any term
hereof may be  changed, waived, discharged or terminated orally
but only  by an  instrument  in  writing signed by  the  party
against  which enforcement  of  the change, waiver, discharge or
termination  is sought.

          10.  Headings.  The section headings in this Option are
inserted for purposes of convenience only and shall have no substantive
effect.

          11.  Law Governing.  This Option shall for all purposes be
construed and enforced in accordance with, and governed  by,  the
internal  laws of the State of Nevada, without giving  effect  to
principles of conflict of laws.

          IN  WITNESS WHEREOF, the Company has caused this Option
to be signed by its duly authorized officer and this Option to be
dated as of the date first above written.

                         FOUNTAIN POWERBOAT INDUSTRIES, INC.

                           /s/ R. M. Fountain, Jr.
                               R. M. Fountain, Jr.
                               Chairman,   President,   Chief
                               Executive Officer, and
                               Chief Operating Officer
Attest:

  /s/ Carol J. Price
      Carol J. Price
      Assistant Secretary

     CORPORATE  SEAL

	              OPTIONEE

                           /s/ Mark L. Spencer
                               Mark L. Spencer


                           EXHIBIT A

                       SUBSCRIPTION FORM

<PAGE>

                 (To be Executed by the Holder
               in order to Exercise this Option)

     The  undersigned hereby irrevocably elects to  exercise  the
right  to  purchase                                      of   the
Shares covered by this Option, according to the conditions hereof
and  herewith makes payment of the Purchase Price of such  Shares
in full.


                              ___________________________________
                              Signature


                              ___________________________________
                              Name


                              Address:

                              ___________________________________

                              ___________________________________


Dated:                                               ,