Exhibit 10.1
                   IONICS, INCORPORATED

                  1979 Stock Option Plan

           As Amended through February 22, 1996

1.   Purposes of Plan.

     This 1979 Stock Option Plan (hereinafter called the
"Plan") of Ionics, Incorporated (hereinafter called the
"Company") is intended to advance the interests of the
Company (and its subsidiaries) by providing a means whereby
key employees of the Company, that is, those who are largely
responsible for its management and its technical and
business success, and are expected to continue in this role,
may be offered incentives in addition to the other
incentives which they may hold, such as pensions, etc.

2.   Definitions.

     2.1  "Subsidiaries" or "Subsidiary" shall mean a
corporation, partnership or other entity whose controlling
stock or other ownership interest is owned directly or
indirectly by the Company.

     2.2  A "key employee" shall mean an employee of the
Company or of any of its Subsidiaries who is engaged in an
important executive, administrative or technical function
who is classified by the Administrators of the Plan as such
within the purposes of the Plan.

3.   Effective Date and Duration.

     The Plan will become effective immediately upon its
adoption by the Board of Directors of the Company, subject,
however, to approval by the holders of a majority of the
outstanding shares of its capital stock having voting rights
present at the meeting when the matter was acted upon.  The
Plan shall remain in effect until the close of business on
Februry 15, 1999 (the "Termination Date").

4.   Stock Subject to the Plan.

     Subject to adjustment as provided hereinbelow, the
total aggregate   number of shares of Common Stock, One
Dollar ($1) per share par value (hereinafter "Common
Stock"), of the Company which are to be issued and delivered
upon exercise of options granted pursuant to this Plan 
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(hereinafter called the "Options" and each singly an
"Option") or pursuant to the earn out of Performance Units
under this Plan, shall not exceed 3,610,000 shares of said
Common Stock.  Such shares may either be authorized and
unissued shares of Common Stock or issued shares of Common
Stock which shall have been reacquired by the Company and
held as treasury shares.  In the event that any Options
granted under the Plan shall be surrendered to the Company
or shall terminate, lapse or expire for any reason without
having been exercised in full, the shares not purchased
under such Options shall be available again for the purposes
of issuance pursuant to the Plan.

     In the event that the outstanding shares of the Common
Stock of the Company are hereafter increased or decreased or
changed into or exchanged for a different number or kind of
shares, or other securities of the Company or of another
corporation, by reason of reorganization, merger,
consolidation, recapitalization, reclassification, stock
split-up, combination of shares, or dividends payable in
stock, corresponding adjustments as determined by the Board
of Directors in their sole discretion to be appropriate
shall forthwith be made in the Option price and in the
number and kind of shares for the purchase of which Options
may theretofore or thereafter be granted under the Plan;
provided, however, the aggregate total Option price of
Options then outstanding and unexercised shall not be
changed thereby.

5.   Administration of the Plan.

     The Plan shall be administered by the Board of
Directors of the Company or such committee composed of its
Directors as may be delegated this duty and function by
resolution of the Board of Directors (said Board or said
Committee, as the case may be, being hereinafter referred to
as the "Administrators").  The Administrators shall be
comprised of, to the extent required by applicable
regulations under Section 162(m) of the Code, two or more
outside Directors as defined in applicable regulations
thereunder and, to the extent required by Rule 16b-3
promulgated under the Securities Exchange Act of 1934 or any
successor provision, disinterested Directors.  A majority of
the Administrators acting upon a particular matter shall
have no personal interest in the Option or matter with which
they are concerned.

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     Subject to the express provisions of the Plan, the
Administrators acting by a majority of their number at a
meeting or by written consent shall have plenary authority
in their discretion to grant Options under the Plan, and in
relation thereto to determine from time to time those
officers or employees of the Company or of its Subsidiaries
who are to receive Options, the number of shares to be
optioned to each, the Option price (which shall not be less
than the par value of the stock subject to the Option) and
the terms and conditions upon which the Options are to be
granted, which need not be identical; including, without
limitation, requirements that an exercise of the Option may
be conditioned in whole or in part upon duration of the
optionee's employment, his attainment of specified
performance criteria, his refraining from competitive
activities and other conditions.  Options may be granted at
any time prior to termination of the Plan and the Options
granted may extend beyond the Termination Date.

     Subject to the express provisions of the Plan, the
Administrators may (1) construe the respective stock Option
agreements and the Plan, prescribe, amend, and rescind rules
and regulations relating to the Plan and make all other
determinations necessary or advisable for administering the
Plan, and (2) correct any defect or supply any omission or
reconcile any inconsistency in the Plan or in any stock
Option agreement and in the manner and to the extent they
shall deem expedient to carry it into effect and (3)
constitute and appoint a person or persons selected by them
to execute and deliver in the name and on behalf of the
Administrators all such agreements, instruments and other
documents (including without limitation of the generality of
the foregoing documents evidencing amendments of individual
stock Options and other actions delegated to the
Administrators by the votes of the Board of Directors
adopted at their meeting on February 18, 1982, relating to
"incentive stock options").

     The Administrators shall have the authority in their
discretion to determine from time to time those officers or
employees of the Company or of its Subsidiaries who are
eligible to receive Performance Units, as hereinafter
defined.  In connection therewith the Administrators shall
have the authority to prescribe the number of Performance
Units to be granted to any key employee and all terms
thereof and to adopt, amend and rescind rules and
regulations for the administration of Performance Units.

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6.   Persons to whom Options and Performance Units may be
     Granted.

     Only persons who are officers of, or who are "key
employees" of the Company or any of its Subsidiaries, and
who accept an Option or Performance Unit granted hereunder,
as the case may be, and subject to all of the terms and
conditions of this Plan, may be granted any Options or
Performance Units under this Plan.  During any one-year
period, no individual shall be granted Options and/or
Performance Units which could result in the issuance to such
individual of more than 100,000 shares of Common Stock.

7.   The Option Price.

     The price payable upon exercise of an Option granted
hereunder (the "Option Price") shall be an amount as
specified by the Administrators which shall not be less than
the par value of the stock which is subject to the Option
and which shall be paid upon exercise of the Option (1) in
cash, (2) with shares of the Company of the same class as
the shares issuable upon exercise of the Option, previously
acquired by the optionee and having an aggregate fair market
value equal to the aggregate Option Price payable, or (3) in
any combination of cash and of such shares so valued.  In
the event such shares are delivered to pay all or a portion
of the Option Price -

     (a)  such shares shall be valued at the closing price
          for such stock on the American Stock Exchange or
          other exchanges or markets where such shares are
          primarily traded, as reported on the date of such
          delivery of the shares, and

     (b)  a number of the shares being issued upon exercise
          of the Option which is equal to the number of
          shares of such stock delivered in payment of the
          Option Price shall be issued free from repurchase
          rights of the Company under said Plan or stock
          Option agreement evidencing the Option.

8.   The Duration of the Options.

     The duration of the Options granted hereunder shall be
as determined by the Administrators but shall not exceed a
period of ten years from the date of grant.  Notwithstanding
the preceding sentence, the duration of Options not 
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designated as Incentive Stock Options pursuant to Section 17
may be a period of ten years and one day from the date of
grant.

9.   Nontransferability of Options.

     No Option granted under the Plan shall be encumbered,
assigned, or otherwise transferred, and an Option may be
exercised during the lifetime of the Optionee only by such
person, and the stock Option agreement covering the Option
shares shall so provide.

10.  Exercise of Options.

     The exercise, in whole or in part, of any Option
granted under the Plan shall be :

     (a)  subject to compliance of all conditions or
          restrictions stated in Section 11 of this Plan or
          imposed at the time the Option is granted, and

     (b)  exercisable only by the employee to whom granted
          and while he remains in the employment of the
          Company or any of its Subsidiaries, except that -

          (1)  if the employee holding the Option ceases to
               remain in such employment for any reason
               other than his or her voluntary termination
               or his or her being terminated by the Company
               (or its Subsidiary employing said employee)
               because of his malfeasance, violation of this
               or any other agreement with the Company (or
               its employing Subsidiary), or other like
               justifiable cause, the employee shall have
               the right within thirty (30) days after said
               termination to exercise the Option to the
               extent it would have been exercisable by the
               employee immediately before the employee's
               termination, and
 
          (2)  if the employee holding the Option shall die
               while in said employment or within said 30-
               day period after its termination as described
               in sub-paragraph (1) above, the Option, to
               the extent exercisable by said employee at
               the time of his death, may be exercised
               within ninety (90) days after his death by
               the executor or administrator of the
               employee's estate.
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     Options shall be exercised in each instance by the
person entitled to exercise them by giving written notice of
exercise to the Company (to its Treasurer) substantially in
the form of Exhibit A annexed hereto and tendering payment
of the entire Option Price payable.

     Unless the shares deliverable upon exercise of Options
are registered or qualified for public sale by an effective
Registration Statement of the Company under the Securities
Act of 1933, as amended (or any superseding law) and are
registered or qualified for sale under all applicable state
securities laws, the person to whom the stock is issued and
delivered hereunder shall confirm to the Company that the
recipient is purchasing the shares for investment and not
with a view to effecting any distribution or resale of the
shares.

     In no instance may an Option be exercised for less than
one full share of the stock.

11.  Restrictions Applicable to Stock Issued and Delivered 
     Under the Plan.

     11.1 The Company may elect in granting an Option to
          include a provision that during the period of five
          years from the date of grant of the Option, the
          Company shall have the right to repurchase stock
          acquired by exercise of the Option, at a price
          payable in cash equal to the price which the
          Company received upon its issuance, to the
          following extent

          If the Repurchase right      Portion of the Shares
          arises prior to              Subject to Repurchase

          the end of first year                 All

          the end of the second year   the excess of 20% of 
                                       the Option shares held

          the end of the third year    the excess of 40% of 
                                       the Option shares held

          the end of the fourth year   the excess of 60% of 
                                       the Option shares held

          the end of the fifth year    the excess of 80% of 
                                       the Option shares held

          After the fifth year of                None
            holding
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          and upon the following events:

         (a)  if the employee issued the Option shall cease
              to be an employee of the Company or of any of
              its Subsidiaries because of the employee's
              voluntary termination of said employment or
              his being terminated therefrom because of his
              malfeasance, violation of this or any other
              agreement with the Company or said Subsidiary
              for like justifiable cause, and/or

         (b)  before the participant may sell or transfer
              the stock in any manner, whether voluntarily,
              by action of law or otherwise.

              Said right of the Company to repurchase the
              stock may be exercised by the Company at any
              time within thirty (30) days after it has
              notice of any such event.  At the closing of
              said purchase (which shall be held on the
              fifth business day following the Company's
              delivery of written notice to the holder that
              the Company has elected to so purchase the
              shares) the Company shall pay the purchase
              price to the holder against its receipt of
              delivery of the stock certificates
              representing the stock being purchased, duly
              endorsed or with duly executed stock powers to
              effect transfer of the stock to the Company.
              If the Company doers not elect to exercise
              said repurchase right within said period, the
              holder shall be free to sell or transfer the
              stock free of such restriction, but unless
              said stock has been registered or qualified
              for public sale under an effective
              Registration Statement or other authorization
              under the Securities Act of 1933, as amended
              (or under any superseding law) and qualified
              for public sale under any applicable state
              securities laws, the holder shall not so sell
              or transfer without prior written notice to
              the Company and furnishing to the Company an
              opinion of legal counsel or of said regulatory
              authority, satisfactory to the Company, that
              no such registration or qualification of the
              stock is required in the circumstances.


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         11.2 Each stock certificate representing stock
              issued upon exercise of an Option hereunder
              shall bear such legend referring to these
              restrictions as the Company may require, and
              it shall not transfer ownership of such stock
              on its records except upon compliance with
              these restrictions.

12.      Stock Option Agreement Required.

         Each stock Option granted under the Plan shall be
evidenced by a "Stock Option Agreement" between the Company
and the employee granted the Option, to be in such form as
the Administrators in granting the Option shall determine,
provided that said Stock Option Agreement shall in any event
include an undertaking on the part of the Employee to whom
the Option is granted (the "Optionee") that in consideration
for the grant of such Option, the Optionee will not at any
time during his employment by the Company or by any of its
Subsidiaries (as defined in the Plan) or within two (2)
years following the date of termination of said employment,
without the written consent of the Company, directly or
indirectly, accept employment from, or engage in any work or
activities as an employee, officer, Director, agent,
consultant, partner, proprietor or principal stockholder for
any other corporation, person or entity which is
substantially competitive to the business in which the
Company or its Subsidiaries are then engaged.

13.      Effect of the Option.

         The grant of an Option under the Plan shall not
entitle the Optionee to have or claim any rights of a
stockholder of the Company (whether as to dividends, voting
rights or otherwise).

         Neither the grant of an Option nor the making of
any Stock Option Agreement under this Plan shall confirm
upon the Optionee any right with respect to continuation of
his or her employment nor shall it affect or restrict the
right of the Company, any Subsidiary of it, or any assuming
Company, or any successor of either of them employing the
Optionee to terminate such employment at any time.

14.      Termination, Suspension, Amendment or Modification
         of the Plan.

         The Board of Directors of the Company may at any
time amend, alter, suspend or terminate the Plan provided
that:

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         (a)  No change shall be made which, in the judgment
              of its Board of Directors, will have a
              material adverse effect upon any Option
              previously granted under this Plan unless the
              consent of the Optionee is obtained in
              writing.

         (b)  Without the approval by the holders of a
              majority of the outstanding shares of its
              capital stock having voting rights,

              (1) the maximum number of shares reserved for
                  issuance upon the exercise of Options
                  under the Plan may not be changed; and

              (2) the classes of employees to whom Options
                  may be granted under the Plan may not be
                  changed.

15.  Merger, Consolidation or Sale of the Entire Business of 
     the Company.

     If, prior to the expiration of the Plan, or the period
of restriction during which the Company may have or may
obtain rights to repurchase stock issued hereunder pursuant
to Section 11 of the Plan, the Company shall merge with,
consolidate in or with, or sell all or substantially all of
its assets and business to another corporation or entity
(other than a company or entity which continues under the
control of the same persons who were the stockholders or
owners of the Company immediately prior to the event), all
Options then outstanding shall become subject to exercise in
full and all of said repurchase rights of the Company shall
terminate as of the effective date of said transaction.

16.  Optionee Shall Comply with Applicable Laws and
     Regulations upon Exercise.

     Upon exercise of any Option granted hereunder, the
person exercising the Option shall file any and all reports
if any, required of such person under the Securities
Exchange Act of 1934, as amended, or otherwise.

17.  Incentive Stock Options.

     The special terms and conditions of this Section 17
shall apply to Stock Options granted hereunder which meet
any of the following requirements ("Incentive Stock
Options"):

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     (a)  Options considered under the Internal Revenue Code
          to have been granted on or after January 1, 1981,
          and before August 14, 1981, as to which the
          Optionee consents in writing to the application of
          this Section 17; and

     (b)  Options granted on or after August 14, 1981, and
          before February 18, 1982, which the Administrators
          designate in the Stock Option Agreement as
          Incentive Stock Options, and as to which the
          Optionee consents in writing to the application of
          this Section 17; and

     (c)  Options granted on or after February 18, 1982,
          which the Administrators designate in the Stock
          Option Agreement as Incentive Stock Options.

     The following special terms and conditions (in all of
which, any reference to the date of grant of a Stock Option
shall mean the date on which the Stock Option is considered
to have been granted under Sections 421 through 425 of the
Internal Revenue Code and the regulations issued thereunder)
shall apply to all Incentive Stock Options:

     17.1 Option Price.  The Option Price shall be not less
          than the fair market value of the stock covered by
          the Option, determined as of the date of grant of
          the Option.

     17.2 Prior Outstanding Option.  No Incentive Stock
          Option may be exercised while there remains
          outstanding, within the meaning of Section
          422A(c)(7) of the Internal Revenue Code, any other
          Incentive Stock Option which was granted at an
          earlier date to the Optionee to purchase stock in
          this Corporation or in any other corporation which
          is on the date of grant of the later Option either
          a parent or subsidiary corporation of this
          Corporation, or a predecessor corporation of any
          of such corporations.  The Stock Option Agreement
          for every Incentive Stock Option shall include a
          provision to this effect.  The two preceding
          sentences shall have no application to any
          Incentive Stock Option granted after December 31,
          1986.



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     17.3 No Further Grants.  No Option granted after
          February 15, 1989, shall be designated an
          Incentive Stock Option.

     17.4 Ten Percent Stockholder.  If any Optionee to whom
          an Incentive Stock Option is to be granted
          pursuant to the provisions of the Plan is on the
          date of grant the owner (as determined under
          Section 424(d) of the Internal Revenue Code) of
          stock possessing more than 10% of the total
          combined voting power of all classes of stock of
          this Corporation or any of its subsidiaries, then
          the following special provisions shall be
          applicable to the Option granted to such
          individual:

          (i)  The Option Price per share of stock subject
               to such Incentive Stock Option shall not be
               less than 110% of the fair market value of
               one share of stock on the date of grant; and

          (ii) The Option shall not have a term in excess of
               five (5) years from the date of grant.

     Except as modified by the preceding provisions of this
Section 17, all the provisions of the Plan shall be
applicable to the Incentive Stock Options granted hereunder.

18.  Special Bonus Grants.  The Administrators may, but
shall not be required to, grant in connection with any
Option which is not designated an Incentive Stock Option a
special bonus in cash in an amount not to exceed the
combined federal and state income tax liability incurred by
the Option holder as a consequence of his acquisition of
stock pursuant to the exercise of the Option, and payment of
the bonus; payable, at the discretion of the Administrators,
in whole or in part to federal and state taxing authorities
for the benefit of the Option holder at such time or times
as withholding payments of such income tax may be required,
and the remainder, if any, to be paid in cash to the
Optionee at the time or times at which he is required to
make payment of such tax.  In the event that an Option with
respect to which a special bonus has been granted becomes
exercisable by the personal representative of the estate of
the Optionee in accordance with Section 10, the bonus shall
be payable to or for the benefit of the estate in the same
manner and to the same extent as it would have been payable 

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to or for the benefit of the Optionee had he survived to the
date of exercise.  A special bonus may be granted
simultaneously with a related Option, or granted separately
with respect to an outstanding Option granted at an earlier
date.  In the case of an Optionee who is an officer or a
director of the Company, an Option with respect to which a
special bonus is granted may be exercised:

     (a)  no earlier than six months after the date on which
          the bonus is granted; provided, however, that this
          limitation shall not apply in the event that the
          Optionee dies or becomes disabled before the
          expiration of six months after the date on which
          the bonus is granted; and

     (b)  only within one of the following:

          (i)   a period beginning on the third business day
                and ending on the twelfth business day
                following the release for publication by the
                Company of a quarterly or annual summary
                statement of its sales and earnings; or

          (ii)  a period beginning on the first day and
                ending on the thirtieth day following the
                date of approval by the stockholders of the
                Company of (x) any consolidation or merger
                of the Company in which the Company does not
                survive as an independent, publicly owned
                corporation, or pursuant to which shares of
                Common Stock would be converted into cash,
                securities, or other property (other than a
                merger in which the holders of Common Stock
                immediately before the merger have the same
                proportionate ownership of common stock of
                the surviving corporation after the merger),
                or (y) a transfer of all or substantially
                all of the assets of the Company (other than
                a transfer to a subsidiary corporation
                controlled by the Company), or (z) the
                liquidation or dissolution of the Company;
                or






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          (iii) a period beginning on the first day and
                ending on the thirtieth day following (x)
                the acquisition of beneficial ownership of
                thirty percent (30%) or more of the
                outstanding voting shares of the Company,
                whether in one transaction or a series of
                transactions, by another corporation, entity
                or person or group of corporations, entities
                or persons theretofore beneficially owning
                less than thirty percent (30%) of such
                shares, or (y) the first purchase of shares
                pursuant to a tender or exchange offer
                (other than one made by the Company) for
                voting shares of the Company or securities
                convertible into voting shares, after which
                offer the offeror, if successful, will
                become the beneficial owner of at least 30%
                of the outstanding voting shares of the
                Company.

     For purposes of this Section 18, the income tax
liability incurred by the Option holder shall be calculated
as described in the attached appendix A, as of the date on
which an amount is includible in the Option holder's income
pursuant to Section 83 of the Internal Revenue Code of 1986
as a consequence of his acquisition of stock pursuant to the
exercise of an Option.  The fair market value of the Option
stock shall be its closing price on the American Stock
Exchange or other exchanges or markets where such shares are
permanently traded, for the date in question, and the tax
rate applicable to an Option holder shall be the single rate
or the highest graduated rate (exclusive of surtax) applied
to earned income by a relevant taxing jurisdiction.

19.  Performance Units.  All Performance Units granted under
the Plan shall be on the following terms and conditions (and
such other terms and conditions that the Administrators may
establish which are consistent with the Plan):

     (a)  A Performance Unit is defined as the right of a
          key employee who has been granted the same to
          receive cash and/or Common Stock and/or Options
          conditioned upon and measured by the attainment of
          financial goals set by the Administrators.
          Performance Units granted under the Plan shall be
          evidenced by agreements in such form and
          containing such terms and conditions, not
          inconsistent with the Plan, as the Administrators
          may approve.

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     (b)  The Administrators shall determine the number of
          Performance Units to be granted to each key
          employee selected for an award and may establish a
          stated value (the "Stated Value") of each
          Performance Unit.

     (c)  Payment of Performance Units shall be made by the
          Company to the extent that such Performance Units
          are earned out by attainment of the performance
          objectives set for such Performance Units by the
          Administrators pursuant to subsection (d) below.
          Such payment may be in the form of the grant of
          Options, or, if made in cash or shares of Common
          Stock, shall have a value equal to the dollar
          value of the Performance Units earned out.
          Subject to the provisions of Section 5, payment of
          the amounts to which participants are entitled to
          be paid in respect of Performance Units as
          provided above shall be made in cash, shares of
          Common Stock or Options, or in some combination
          thereof, as the Administrators may determine.  The
          Administrators, in their sole discretion, may
          defer distribution of one-half of the amount of
          the payment for a period up to twelve months
          following the date in which the decision as to
          entitlement to payment is made.

     (d)  The award period ("Award Period") in respect of
          any Performance Units shall be a period set by the
          Administrators.  At the time each grant of
          Performance Units is made, the Administrators
          shall establish performance objectives to be
          attained within the Award Period as a condition of
          such Performance Units being earned out.  The
          performance objectives shall be based on a
          specific dollar amount of growth or on a
          percentage rate of improvement in such elements as
          the Company's (or a subsidiary's) earnings per
          share, income, return on equity or such other
          measures related to growth or improvement of the
          Company (or its Subsidiaries) as the
          Administrators shall determine.  The
          Administrators shall determine whether the
          performance objectives in respect of an Award
          Period have been attained, as well as the value of
          the Performance Units consequently earned out.



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     (e)  In the event that recipient of a grant of
          Performance Units ceases to be a key employee
          prior to the end of the Award Period by reason of
          disability or death, his Performance Units if
          ultimately earned out shall be payable at the end
          of the Award Period in proportion to the active
          service of the key employee during the Award
          Period, as determined by the Committee.  Upon any
          other termination of employment, Performance Units
          and all rights associated therewith shall
          terminate unless the Administrators in their
          discretion shall determine otherwise.  For
          purposes of this subsection, the term "disability"
          means disability as defined in any disability
          program maintained by the Company or a subsidiary.

     (f)  Performance Units may not be transferred otherwise
          than by will or the laws of descent.

     (g)  If, as a result of any change in accounting
          principles or practices or the method of their
          application or in any tax or other laws or
          regulations, the earnings per share or other
          established criteria of the Company or its
          Subsidiaries as reported in the Company's annual
          report to stockholders differs materially from the
          earnings per share or other such criteria which
          would have been reported absent such change, the
          Administrators may, in their discretion, equitably
          adjust the reported earnings per share or other
          such criteria used in determining the attainment
          of any performance objectives previously
          established by the Administrators as a condition
          of earning out Performance Units.

     (h)  In the event of a stock dividend or other
          transaction described in the last paragraph of
          Section 4, the Administrators may make appropriate
          adjustments in performance objectives, such as
          earnings per share, for outstanding Performance
          Units.  In the event of a merger, consolidation,
          acquisition or liquidation described in the
          Section 15, all outstanding Performance Units and
          all rights relating thereto shall terminate,
          except as otherwise determined by the
          Administrators.



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     (i)  No payments will be made with respect to
          Performance Units unless arrangements satisfactory
          to the Administrators are made for any federal
          income tax withholding or other withholding
          required.

     (j)  Unless Shares deliverable upon earn out of
          Performance Units are registered or qualified for
          public sale by an effective Registration Statement
          of the Company under the Securities Act of 1933,
          as amended (or any superseding law) and are
          registered or qualified for sale under all
          applicable state securities laws, the person to
          whom the Common Stock is delivered shall confirm
          to the Company that such recipient is purchasing
          the Shares for investment and not with a view to
          effecting any distribution or resale of the
          Shares.































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