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                            As Amended February 11, 1997

                             THE COLEMAN COMPANY, INC.
                               1996 STOCK OPTION PLAN

 1.  PURPOSE.

     This 1996 Stock Option Plan (the "Plan") is intended to encourage stock
     ownership by employees of The Coleman Company, Inc. (the "Company") and
     employees of Affiliated Corporations (as defined in Section 2(a)
     hereof), so that they may acquire or increase their proprietary
     interest in the Company, and to encourage such employees to remain in
     the employ of the Company and to put forth maximum efforts for the
     success of the business.  It is further intended that options granted
     by the Committee (as defined herein) pursuant to Section 6 of this Plan
     shall constitute "incentive stock options" ("Incentive Stock Options")
     within the meaning of Section 422 of the Internal Revenue Code of 1986,
     as amended, and the regulations issued thereunder (the "Code"), and
     options granted by the Committee pursuant to Section 7 of this Plan
     shall constitute "nonqualified stock options" ("Nonqualified Stock
     Options").  Options granted under the Plan ("Options") may be
     accompanied by stock appreciation rights ("Rights"), as hereinafter
     set forth.  Rights may also be granted alone.

 2.  DEFINITIONS.

     As used in this Plan, the following words and phrases shall have the
     meanings indicated:

     (a)  "Affiliate Corporation" or "Affiliate" shall mean any corporation,
          directly or indirectly, through one or more intermediaries,
          controlling, controlled by, or under common control with the Company.

     (b)  "Disability" shall mean an inability of an Optionee (as defined
          herein) to engage in any substantial gainful activity by reason of
          any medically determinable physical or mental impairment that can be
          expected to result in death or that has lasted or can be expected to
          last for a continuous period of not less than twelve months.

     (c)  "Change of Control" shall mean that any of the following events will
          be deemed to have taken place:

          (i)  any "person" (as defined in Section 3(a)(9) of the Securities
               Exchange Act of 1934, as amended (the "Exchange Act"), and as
               modified in Sections 13(d) and 14(d) of the Exchange Act) other
               than (A) the Corporation or any of its subsidiaries, (B) any
               employee benefit plan of the Corporation or one of its
               subsidiaries, or (C) MacAndrews & Forbes

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               Holdings Inc. or any affiliate thereof (collectively, "MAFCO"),
               (D) a corporation owned, directly or indirectly, by shareholders
               of the Corporation in substantially the same proportions as their
               ownership of the Corporation, or (E) an underwriter temporarily
               holding securities pursuant to an offering of such securities (a
               "Person"), becomes a "beneficial owner" (as defined in Rule
               13(d)(3) of the Exchange Act), directly or indirectly, of
               securities of the Corporation representing 20% or more of the
               shares of common stock of the Corporation then outstanding, and
               such Person's beneficial ownership level then exceeds the
               percentage of the Corporation's outstanding shares beneficially
               owned by MAFCO;

         (ii)  the consummation of any merger or consolidation of the
               Corporation or one of its subsidiaries with or into another
               corporation, other than a merger or consolidation which would
               result in the holders of the voting securities of the Corporation
               outstanding immediately prior thereto holding securities which
               represent immediately after such merger or consolidation more
               than 80% of the combined voting power of the voting securities
               of the Corporation or the surviving corporation or the parent of
               such surviving corporation;

         (iii) the shareholders of the Corporation approve a plan of complete
               liquidation of the Corporation or an agreement for the sale or
               disposition by the Corporation of all or substantially all of
               the Corporation's assets; or

         (iv)  a majority of the Board of Directors votes in favor of a decision
               that a Change of Control has occurred.

     (d)  "Fair Market Value" per share as of a particular date shall mean (i)
          the closing sales price per share of Common Stock (as defined herein)
          on a specified date which is on or after the date on which a
          resolution is adopted to expressly grant an Option, or (ii) if the
          shares of Common Stock are then traded on an over-the-counter market,
          the average of the closing bid and asked prices for the shares of
          Common Stock in such over-the-counter market for the last preceding
          date on which there was a sale of such Common Stock in such market,
          or (iii) if the shares of Common Stock are not then listed on a
          national securities exchange or traded in an over-the-counter market,
          such value as the Committee in its discretion may determine.

     (e)  "Parent Corporation" shall mean any corporation (other than the
          Company) in an unbroken chain of corporations ending with the Company
          if, at the time of granting an Option, each of such corporations
          (other than the Company) owns stock possessing fifty percent or more
          of the total combined voting power of all classes of stock in one of
          the other corporations in such chain.

     (f)  "Subsidiary Corporation" shall mean any corporation (other than the
          Company) in an unbroken chain of corporations beginning with the
          Company if, at the time of


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          granting an Option, each of such corporations other than the last
          corporation in an unbroken chain owns stock possessing fifty percent
          or more of the total combined voting power of all classes of stock in
          one of the other corporations in such chain.

     (g)  "Ten Percent Stockholder" shall mean an Optionee who, at the time an
          Incentive Stock Option is granted, owns stock possessing more than ten
          percent of the total combined voting power of all classes of stock of
          the Company or of its Parent Corporations or Subsidiary Corporations.

 3.  ADMINISTRATION.

     The Plan shall be administered by the Management Compensation and Stock
     Option Committee (the "Committee"), consisting of at least two members of
     the Board of Directors of the Company (the "Board"), none of whom is or
     shall have been for at least one year prior to such appointment granted or
     awarded equity securities pursuant to the Plan or any other plan of the
     Company or any of its Affiliates entitling the participants therein to
     acquire stock, stock options or stock appreciation rights of the Company or
     any of its Affiliates.

     The Committee shall have the authority in its discretion, subject to and
     not inconsistent with the express provisions of the Plan, to administer
     the Plan and to exercise all the powers and authorities either specifically
     granted to it under the Plan or necessary or advisable in the
     administration of the Plan, including, without limitation, the authority
     to grant Options; to determine which Options shall constitute Incentive
     Stock Options and which Options shall constitute Nonqualified Stock
     Options; to determine which Options (if any) shall be accompanied by
     Rights; to determine the purchase price of the shares of Common Stock
     covered by each Option (the "Option Price"); to determine the persons to
     whom, and the time or times at which, Options shall be granted; to
     determine the number of shares to be covered by each Option; to interpret
     the Plan; to prescribe, amend and rescind rules and regulations relating to
     the Plan; to determine the terms and provisions relating to the Plan; to
     determine the terms and provisions of the Option Agreements (which need not
     be identical) entered into in connection with Options granted under the
     Plan; and to make all other determinations deemed necessary or advisable
     for the administration of the Plan. The Committee may delegate to one or
     more of its members or to one or more agents such administrative duties as
     it may deem advisable, and the Committee or any person to whom it has
     delegated duties as aforesaid may employ one or more persons to render
     advice with respect to any responsibility the Committee or such person may
     have under the Plan.

     No member of the Board or Committee shall be liable for any action taken
     or determination made in good faith with respect to the Plan or any Option
     or Right granted hereunder.

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4.   ELIGIBILITY.

          Options or Rights, or both, may be granted to key employees
          (including, without limitation, officers and directors who are
          employees) of the Company or its present or future Affiliate
          Corporations, except that Incentive Stock Options shall be granted
          only to individuals who, on the date of such grant, are employees of
          the Company or a Parent Corporation or a Subsidiary Corporation.  In
          determining the persons to whom Options and Rights shall be granted
          and the number of shares to be covered by each Option and any Rights,
          the Committee shall take into account the duties of the respective
          persons, their present and potential contributions to the success of
          the Company and such other factors as the Committee shall deem
          relevant in connection with accomplishing the purpose of the Plan.  A
          person to whom an Option has been granted hereunder is sometimes
          referred to herein as an "Optionee."

          An Optionee shall be eligible to receive more than one grant of an
          Option during the term of the Plan, but only on the terms and subject
          to the restrictions hereinafter set forth.

 5.  STOCK.

     The stock subject to Options and Rights hereunder shall be shares of the
     Company's common stock, par value $0.01 per share ("Common Stock").  Such
     shares may, in whole or in part, be authorized but unissued shares or
     shares that shall have been or that may be reacquired by the Company. The
     aggregate number of shares of Common Stock as to which Options and Rights
     may be granted from time to time under the Plan shall not exceed 1,000,000.
     The limitation established by the preceding sentence shall be subject to
     adjustment as provided in Section 8(h) hereof.

     In the event that any outstanding Option under the Plan for any reason
     expires or is terminated without having been exercised in full or without
     having been surrendered in full in connection with the exercise of a Right,
     the shares of Common Stock allocable to the unexercised portion of such
     Option shall (unless the Plan shall have been terminated) become available
     for subsequent grants of Options and Rights under the Plan.

 6.  INCENTIVE STOCK OPTIONS.

     Options granted pursuant to this Section 6 are intended to constitute
     Incentive Stock Options and shall be subject to the following special
     terms and conditions, in addition to the general terms and conditions
     specified in Section 8 hereof.

     (a)  VALUE OF SHARES.  The aggregate Fair Market Value (determined as of
          the date the Incentive Stock Option is granted) of the shares of
          Common stock with respect to which Options granted under this Plan
          and all other option plans of the Company,

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          any Parent Corporation and any Subsidiary Corporation become
          exercisable for the first time by an Optionee during any calendar
          year shall not exceed $100,000.

     (b)  TEN PERCENT STOCKHOLDER.  In the case of an Incentive Stock Option
          granted to a Ten Percent Stockholder, (i) the Option Price shall not
          be less than one hundred ten percent of the Fair Market Value of a
          share of Common Stock of the Company on the date of grant of such
          Incentive Stock Option, and (ii) the exercise period shall not exceed
          five years from the date of grant of such Incentive Stock Options.

 7.  NONQUALIFIED STOCK OPTIONS.

     Options granted pursuant to this Section 7 are intended to constitute
     Nonqualified Stock Options and shall be subject only to the general terms
     and conditions specified in Section 8 hereof.

 8.  TERMS AND CONDITIONS OF OPTIONS.

     Each Option granted pursuant to the Plan shall be evidenced by a written
     Option Agreement between the company and the Optionee, which agreement
     shall comply with and be subject to the following terms and conditions:

     (a)  NUMBER OF SHARES.  Each Option Agreement shall state the number of
          shares of Common Stock to which the Option relates.  The maximum
          number of shares that can be granted to an Optionee in a particular
          calendar year is 150,000 shares.

     (b)  OPTION PRICE.  Each Option Agreement shall state the Option Price per
          share of Common Stock, which, in the case of Incentive Stock Options,
          shall be not less than one hundred percent of the Fair Market Value
          of a share of Common Stock of the Company on the date of grant of the
          Option.  The Option Price shall be subject to adjustment as provided
          in Section 8(h) hereof.  The date on which the Committee adopts a
          resolution expressly granting an Option shall be considered the day on
          which such Option is granted, unless a subsequent date is specified in
          such resolution.

     (c)  MEDIUM AND TIME OF PAYMENT.  The Option Price shall be paid in full,
          at the time of exercise, in cash or in shares of Common Stock having
          a Fair Market Value equal to such Option Price or in a combination of
          cash and such shares, and may be effected in whole or in part (i)
          with monies borrowed from the Company pursuant to repayment terms
          and conditions as shall be determined from time to time by the
          Committee, in its discretion, separately with respect to each exercise
          of Options and each Optionee; provided, however, that each such method
          and time for payment and each such borrowing and terms and conditions
          of security, if any, and repayment shall be permitted by and be in
          compliance with applicable law.


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     (d)  TERM AND EXERCISE OF OPTIONS.  Options shall be exercisable over the
          exercise period as and at the times and upon the conditions that the
          Committee may determine, as reflected in the Option Agreement;
          provided, however, that the Committee shall have the authority to
          accelerate the exercisability of any outstanding Option at such time
          and under such circumstances as it, in its sole discretion, deems
          appropriate.  The exercise period shall be determined by the
          Committee; provided, however, that in the case of an Incentive Stock
          Option, such exercise period shall not exceed ten years from the date
          of grant of such Incentive Stock Option.  The exercise period shall be
          subject to earlier termination as provided in Section 8(e) and 8(f)
          hereof.  An Option may be exercised, as to any or all full shares of
          Common Stock as to which the Option has become exercisable, by giving
          written notice of such exercise to the Committee; provided, however,
          that an Option may not be exercised at any time as to fewer than one
          hundred shares (or such number of shares as to which the Option is
          then exercisable if such number of shares is less than one hundred).

     (e)  TERMINATION OF EMPLOYMENT.  Except as provided in this Section 8(e)
          and in Section 8(f) hereof, an Option may not be exercised unless the
          Optionee is then in the employ of (1) the Company, (2) an Affiliate
          Corporation or (3) a corporation issuing or assuming the Option in a
          transaction to which Section 424(a) of the Code applies or a parent
          corporation or subsidiary corporation of the corporation described in
          this Clause 3, and unless the Optionee has remained continuously so
          employed since the date of grant of the Option.  In the event that the
          employment of an Optionee shall terminate (other than by reason of
          death, Disability or retirement), all Options of such Optionee that
          are exercisable at the time of such termination may, unless earlier
          terminated in accordance with their terms, be exercised within three
          months after such termination.  Nothing in the Plan or in any Option
          or Right granted pursuant hereto shall confer upon an individual any
          right to continue in the employ of the Company or any of its Affiliate
          Corporations or interfere in any way with the right of the Company or
          any such Affiliate Corporation to terminate such employment at any
          time.

     (f)  DEATH, DISABILITY OR RETIREMENT OF OPTIONEE.  If an Optionee shall die
          while employed by the Company or an Affiliate Corporation, or within
          three months after the termination of such Optionee's employment, or
          if the Optionee's employment shall terminate by reason of Disability
          or retirement, all Options previously granted to such Optionee, except
          those that have previously terminated, or those that have been
          exercised, may be exercised by the Optionee or by the person or
          persons to whom the Optionee's rights pass, at any time within one
          year after the date of death, Disability or retirement of the
          Optionee.

     (g)  NONTRANSFERABILITY OF OPTIONS.  Options granted under the Plan shall
          not be transferable otherwise than by will or by the laws of descent
          and distribution, and Options may be exercised, during the lifetime of
          the Optionee, only by the Optionee or by the guardian or legal
          representative of the Optionee.


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     (h)  EFFECT OF CERTAIN CHANGES.

          (1)  If there is any change in the number of shares of Common Stock
               through the declaration of stock dividends, or through
               recapitalization resulting in stock splits, or combinations or
               exchanges of such shares, the number of shares of Common Stock
               available for Options and Rights, the number of shares covered
               by outstanding Options and Rights, THE MAXIMUM NUMBER OF SHARES
               THAT CAN BE GRANTED TO AN OPTIONEE IN A PARTICULAR CALENDAR YEAR,
               and the price per share of such Options or the applicable market
               value of Rights, shall be proportionately adjusted by the
               Committee to reflect any increase or decrease in the number of
               issued shares of Common Stock.

          (2)  In the event of a change in the Common Stock of the Company as
               presently constituted, which is limited to a change of all of
               its authorized shares with par value into the same number of
               shares with a different par value or without par value, the
               shares resulting from any such change shall be deemed to be the
               Common Stock within the meaning of the Plan.

          (3)  To the extent that the foregoing adjustments relate to stock or
               securities of the Company, such adjustments shall be made by the
               Committee, whose determination in that respect shall be final,
               binding and conclusive, provided that each Incentive Stock Option
               granted pursuant to this Plan shall not be adjusted in a manner
               that causes such option to fail to continue to qualify as an
               Incentive Stock Option within the meaning of Section 422 of the
               Code.

          (4)  In the event of a Change of Control (as defined in Section 2(c)
               above), all previously granted options, except those that have
               been previously terminated or exercised, become immediately
               exercisable by an Optionee or an Optionee's transferee.

     (i)  RIGHTS AS A STOCKHOLDER.  An Optionee or a transferee of an Option
          shall have no rights as a stockholder with respect to any shares
          covered by the Option until the date of the issuance of a stock
          certificate to him for such shares.  No adjustment shall be made for
          dividends (ordinary or extraordinary, whether in cash, securities or
          other property) or distribution of other rights for which the record
          date is prior to the date such stock certificate is issued, except as
          provided in Section 8(h) hereof.

     (j)  OTHER PROVISIONS.  The Option Agreements authorized under the Plan
          shall contain such other provisions, including, without limitations,
          (i) the granting of Rights, (ii) the imposition of restrictions upon
          the exercise of an Option, and (iii) in the case of an Incentive Stock
          Option, the inclusion of any condition not inconsistent with such
          Options qualifying as Incentive Stock Options, as the Committee shall
          deem advisable.


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 9.  STOCK APPRECIATION RIGHTS.

     (a)  GRANT AND EXERCISE.  Rights may be granted either alone ("Free
          Standing Rights") or in conjunction with all or part of any Stock
          Option granted under the Plan ("Related Rights").  In the case of a
          Nonqualified Stock Option, Related Rights may be granted either at or
          after the time of the grant of such Stock Option.  In the case of an
          Incentive Stock Option, Related Rights may be granted only at the time
          of the grant of the Incentive Stock Option.

          A Related Right or applicable portion thereof granted with respect to
          a given Stock Option shall terminate and no longer be exercisable upon
          the termination or exercise of the related Stock Option, except that,
          unless otherwise provided by the Committee at the time of grant, a
          Related Right granted with respect to less than the full number of
          shares covered by a related Stock Option shall only be reduced if and
          to the extent that the number of shares covered by the exercise of
          termination of the related Stock Option exceeds the number of shares
          not covered by the Right.

          A Related Right may be exercised by an Optionee, in accordance with
          paragraph (b) of this Section 9, by surrendering the applicable
          portion of the related Stock Option.  Upon such exercise and
          surrender, the Optionee shall be entitled to receive an amount
          determined in the manner prescribed in paragraph (b) of this Section
          9. Stock Options which have been so surrendered, in whole or in part,
          shall no longer be exercisable to the extent the Related Rights have
          been exercised.

     (b)  TERMS AND CONDITIONS.  Rights shall be subject to such terms and
          conditions, not inconsistent with the provisions of the Plan, as shall
          be determined from time to time by the Committee, including the
          following:

          (1)  Rights which are Related Rights shall be exercisable only at such
               time or times and to the extent that the Options to which they
               relate shall be exercisable in accordance with the provisions of
               Sections 6, 7, 8 and this Section 9 of the Plan; provided,
               however, that any Related Right shall not be exercisable during
               the first six months of the term of the Related Right, except
               that this additional limitation shall not apply in the event of
               death or Disability of the Optionee prior to the expiration of
               the six-month period.

          (2)  Upon the exercise of a Related Right, an Optionee shall be
               entitled to receive up to, but not more than, an amount in cash
               or shares of Common Stock equal in value to the excess of the
               Fair Market Value as of the date of exercise of one share of
               Common Stock over the option price per share specified in the
               related Option multiplied by the number of shares in respect of
               which the Related Right shall have been exercised, with the
               Committee having the right to determine the form of payment.

          (3)  Related Rights shall be transferable only when and to the extent
               that the



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               underlying Option would be transferable under paragraph (g) of
               Section 8 of the Plan.

          (4)  Upon the exercise of a Related Right, the Option or part thereof
               to which such Related Right is related shall be deemed to have
               been exercised for the purpose of the limitation set forth in
               Section 5 of the Plan on the number of shares of Common Stock
               to be issued under the Plan, but only to the extent of the number
               of shares issued under the Related Right.

          (5)  [Not used]

          (6)  Rights which are Free Standing Rights shall be exercisable at
               such time or times and subject to such terms and conditions as
               shall be determined by the Committee at or after grant; provided,
               however, that Free Standing Rights shall not be exercisable
               during the first six months of the term of the Free Standing
               Right, except that this limitation shall not apply in the event
               of death or Disability of the recipient of the Free Standing
               Right prior to the expiration of the six-month period.

          (7)  The term of each Free Standing Right shall be fixed by the
               Committee, but no Free Standing Right shall be exercisable more
               than ten years after the date such right is granted.

          (8)  Upon the exercise of a Free Standing Right, a recipient shall be
               entitled to receive up to, but not more than, an amount in cash
               or shares of Common Stock equal in value to the excess of the
               Fair Market Value as of the date of exercise of one share of
               Common Stock over the price per share specified in the Free
               Standing Right (which shall be no less than one hundred percent
               of the Fair Market Value of the Common Stock on the date of
               grant) multiplied by the number of shares in respect to which
               the Right is being exercised, with the Committee having the right
               to determine the form of payment.

          (9)  No Free Standing Right shall be transferable by the recipient
               otherwise than by will or by the laws of descent and
               distribution, and all such Rights shall be exercisable, during
               the recipient's lifetime, only by the recipient or his legal
               guardian or legal representative.

          (10) In the event of the termination of employment of a recipient of
               a Free Standing Right, such Right shall be exercisable to the
               same extent that an Option would have been exercisable in the
               event of the termination of employment of an Optionee.

10.  AGREEMENT BY OPTIONEE REGARDING WITHHOLDING TAXES.

     If the Committee shall so require, as a condition of exercise, each
     Optionee shall agree that

     (a)  no later than the date of exercise of any Option or Right granted
          hereunder, the Optionee will pay to the Company or make arrangements
          satisfactory to the Committee regarding payment of any Federal, state
          or local taxes of any kind required by law to be withheld upon the
          exercise of such Option or Right; and


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     (b)  the Company shall, to the extent permitted or required by law, have
          the right to deduct from any payment of any kind otherwise due to
          the Optionee, Federal, state and local taxes of any kind required by
          law to be withheld upon the exercise of such Option or Right.

11.  TERM OF PLAN.

     Options and Rights may be granted pursuant to the Plan from time to time
     within a period of ten years from the date the Plan is adopted by the
     Board.

12.  AMENDMENT AND TERMINATION OF THE PLAN.

     The Board at any time and from time to time may suspend, terminate, modify
     or amend the Plan.  Except as provided in Section 8 hereof, no suspension,
     termination, modification or amendment of the Plan may adversely affect
     any Option or Right previously granted, unless the written consent of the
     Optionee is obtained.

13.  APPROVAL OF STOCKHOLDERS.

     The Plan shall take effect upon its adoption by the Board of Directors but
     shall be subject to the approval of the holders of a majority of the issued
     and outstanding shares of Common Stock of the Company, which approval must
     occur within twelve months after the date the Plan is adopted by the Board.

14.  EFFECT OF HEADINGS.

     The section and subsection headings contained herein are for convenience
     only and shall not affect the construction hereof.


February 14, 1997




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