Exhibit 10.3


                                 AMENDMENT TO
                      1984 STOCK OPTION INCENTIVE PLAN
                          EFFECTIVE AUGUST 2, 1995


     FURTHER RESOLVED, that Section 7.1 of the 1984 Plan shall be amended to 
be and read in its entirety as follows:

               7.1  The Committee may, in its discretion, grant a SAR to the 
holder of an Option, either at the time the Option is granted or by amending 
the instrument evidencing the grant of the Option at any time after the 
Option is granted, so long as the grant is made during the period in which 
grants of SARs may be made under the Plan and, if made to a person subject to 
Section 16(b) of the Securities Exchange Act of 1934, as amended (the 
"Exchange Act"),  is made more than six months prior to the end of the Term 
of the Option.  

; and

     FURTHER RESOLVED, that Section 7.2 of the 1984 Plan shall be amended to 
be and read in its entirety as follows:

               7.2.  Each SAR shall be for such Term, and shall be subject to 
such other terms and conditions, as the Committee shall impose.   The terms 
and conditions may include Committee approval of the exercise of the SAR, 
limitations on the amount of appreciation which may be recognized with regard 
to such SAR, and specification of what portion, if any, of the amount payable 
to the Grantee upon his exercise of a SAR shall be paid in cash and what 
portion, if any, shall be payable in Shares.  If the Committee does not 
determine the form in which payment of a SAR will be made, each Award made to 
a person subject to Section 16(b) of the Exchange Act, which may be payable 
in cash shall reserve to the Committee the right to withhold its consent to 
the Grantee's  election to receive cash in settlement of the SAR.  If and to 
the extent that Shares are issued in satisfaction of amounts payable upon 
exercise of a SAR, the Shares shall be valued at their Fair Market Value on 
the date of exercise.

; and

     FURTHER RESOLVED, that Section 13.4 of the 1984 Plan shall be amended to 
be and read in its entirety as follows:

          13.4  The notice of exercise of a SAR shall be in writing.  For 
Grantees subject to the provisions of Section 16(b) of the Exchange Act, a 
SAR exercisable for cash may be exercised only during a period beginning on 
the third business day following the date of release for publication of the 
Company's quarterly or annual summary statements of sales and earnings and 
ending on the twelfth business day following such date or on a date at least 
six months after the date on which such Grantee makes an irrevocable election 
to exercise a SAR for cash.

          FURTHER RESOLVED, that Section 13.8 and Section 13.9, as follow, 
shall be added to the 1984 Plan:

          13.8.  In no event may any employee who is granted an Award under 
the Plan hold such derivative security for less than six months prior to 
disposition of the derivative security or its underlying equity securities.

          13.9.  A Grantee who is subject to Section 16(b) of the Exchange 
Act may avail himself of the alternative methods of payment set forth in 
Section 13.3 of this Plan only if such Grantee (i) makes an irrevocable 
election to use such payment method at least six months prior to the 
effective date of the transaction or (ii) if such transaction is effected 
during a period beginning on the third business day following the date of 
release for publication of the Company's quarterly or annual summary 
statements of sales and earnings and ending on the twelfth business day 
following such date.