EXHIBIT 4.3

                         THE WALT DISNEY COMPANY

                    1997 NON-EMPLOYEE DIRECTORS STOCK
                                   AND
                       DEFERRED COMPENSATION PLAN


1.   Purposes and Authorized Shares

     The purposes of The Walt Disney Company 1997 Non-Employee Directors
Stock  and  Deferred  Compensation Plan (the  "Plan")  are  to  attract,
motivate  and  retain  eligible directors of the Company  who  elect  to
participate  in  this  Plan  by  offering them  opportunities  to  defer
compensation and to encourage eligible directors to increase their stock
ownership  in  the  Company.  An aggregate number not to  exceed  50,000
treasury shares of Common Stock (subject to adjustments contemplated  by
Section 5.7) may be delivered pursuant to this Plan.

2.   Definitions

     Whenever  the following terms are used in this Plan they shall have
the  meaning specified below unless the context clearly indicates to the
contrary:

     ACCOUNT  or  ACCOUNTS means one or more of the  Participant's  Cash
Account(s),  Stock  Unit  Account(s) or Share Account,  as  the  context
requires.

     APPLICABLE PERCENTAGE means the percentage of Eligible Compensation
subject to deferral or payment in Shares.

     AVERAGE  FAIR  MARKET VALUE means  the average of the  Fair  Market
Values  of  a  share  of Common Stock during the last  10  trading  days
preceding the applicable Award Date.

     AWARD DATE  means, in the case of Cash Account deferrals, each date
on  which  cash  would otherwise have been paid; in  the  case  of  Unit
Account  deferrals,  the last day of each calendar  quarter,  except  as
provided  in  Section 5.5; in the case of Share elections under  Section
4.1(a),  the  last day of each Year, except as provided in Section  5.5;
and in the case of Rollover Accounts, December 31, 1997.

     BOARD means the Board of Directors of the Company.

     CASH  ACCOUNT  means  the  bookkeeping account  maintained  by  the
Company  on  behalf  of a Participant who elects to  defer  his  or  her
Compensation in cash pursuant to Section 4.

     CODE means the Internal Revenue Code of 1986, as amended.

     COMMON  STOCK  means  the Common Stock of the Company,  subject  to
adjustment pursuant to Section 5.7.

     COMMITTEE means  the Board or a Committee of the Board acting under
delegated authority from the Board.

     COMPANY means The Walt Disney Company,  a Delaware corporation, and
its successors and assigns.

     DIVIDEND  EQUIVALENT  means the amount of cash dividends  or  other
cash  distributions  paid by the Company on that  number  of  shares  of
Common  Stock which is equal to the number of Stock Units then  credited
to a Participant's Stock Unit Account on the applicable measurement date
which  amount  shall  be  allocated as additional  Stock  Units  to  the
Participant's Stock Unit Account, as provided in Section 5.4.

     EFFECTIVE DATE means December 15, 1997.

     ELIGIBLE COMPENSATION means retainer and meeting fees for  services
as a director.

     ELIGIBLE DIRECTOR means a member of the Board who is not an officer
or employee of the Company or a subsidiary and who is compensated in the
capacity  as  a director and (with reference to any outstanding  Account
balance  under  this Plan) any person who has an Account  balance  under
this  Plan by reason of his or her prior status as an Eligible  Director
or Section 8.8.

     EXCHANGE ACT means  the Securities Exchange Act of 1934, as amended
from time to time.

     FAIR MARKET VALUE means on any date the average of the high and low
prices  of the Common Stock on the Composite Tape, as published  in  the
Western  Edition  of  The  Wall  Street Journal  or  otherwise  reliably
reported,  of the principal securities exchange or market on  which  the
Common Stock is so listed, admitted to trade, or quoted or, if there  is
no  trading  of the Common Stock on such date, then the average  of  the
high and low prices of the Common Stock as quoted on such Composite Tape
on  the  next preceding date on which there was trading in such  shares.
If  the Common Stock is not so listed, admitted or quoted, the Committee
may  designate such other exchange, market or source of data as it deems
appropriate for determining such value for purposes of this Plan.

     INTEREST  RATE  means an  annual rate equal to the Moody's  Average
Corporate  (Industrial) Bond Yield as of the most recent date for  which
such  yield  is  published  prior to the  beginning  of  the  applicable
quarter,  or  such other reasonable rate of interest  as  the  Board  by
resolution  may from time to time establish for any Year no  later  than
the end of the preceding year.

     PARTICIPANT means any person who elects to participate in this Plan
or otherwise has an Account balance under this Plan.

     PLAN  means  The  Walt  Disney Company 1997 Non-Employee  Directors
Stock and Deferred Compensation Plan.

     ROLLOVER ACCOUNT  means the bookkeeping account maintained  by  the
Company  on  behalf of an Eligible Director with respect to his  or  her
prior  account  balance  under the Company's 1984 Deferred  Compensation
Plan  for  Outside Directors (the "1984 Plan") which has been  converted
into  a  Cash Account or Stock Unit Account under this Plan pursuant  to
Section 8.8.

     SHARES means shares of Common Stock.

     SHARE  ACCOUNT  means  an  Account established  under  Section  5.3
pursuant to an election under Section 4.1(a).

     STOCK UNIT OR UNIT  means a non-voting unit of measurement which is
deemed for bookkeeping and payment purposes to represent one outstanding
share of Common Stock of the Company solely for purposes of this Plan.

     STOCK UNIT ACCOUNT  means the bookkeeping account maintained by the
Company on behalf of each Participant which is credited with Stock Units
in accordance with Section 5.2.

     YEAR  means  each  calendar  year during the  term  of  this  Plan,
commencing with the year 1998.


3.   Participation

      Each  Eligible  Director may elect to defer under and  subject  to
Section 4 of this Plan his or her Eligible Compensation for any Year.


4.   Share or Deferral Elections

      4.1    Time and Types of Elections.  On or before the December  30
immediately preceding each Year (or, in the case of a person  who  first
becomes  an  Eligible  Director during the Year, within  30  days  after
becoming  an  Eligible  Director), each Eligible Director  may  make  an
irrevocable election, subject to Section 4.2, (a) to receive his or  her
Eligible Compensation for the Year in Shares and/or (b) to defer:

         (1)  In  a Cash Account the Eligible Compensation not otherwise
     deferred in Stock Units for services to be rendered by the Eligible
     Director  during the next Year (or remainder of the  Year,  as  the
     case may be); or

         (2)  In  a  Stock  Unit Account the Eligible  Compensation  not
     otherwise  deferred in a Cash Account and payable to  the  Eligible
     Director  for  services to be rendered during  the  next  Year  (or
     remainder of the Year, as the case may be).

      4.2    Permitted Amounts; Elections.  The portions of the Eligible
Compensation subject to deferral or payment in Shares shall  be  limited
to  increments  of 25%, 50%, 75% or 100% (the "Applicable  Percentage").
All elections shall be in writing on forms provided by the Company.   If
an  election is made under this Section 4 and is not revoked or  changed
with  respect  to the following Year by the end of the applicable  Year,
the election will be deemed a continuing one.


5.   Deferral Accounts

     5.1    Cash Account.

      If  an  Eligible Director has made a cash election  under  Section
4.1(b)(1),  the Company shall establish and maintain a Cash Account  for
the  Participant  under this Plan, which Account shall be  a  memorandum
account  on  the  books  of  the Company.  An Eligible  Director's  Cash
Account shall be credited as follows:

         (a)  As  of the date the Eligible Compensation would have  been
     otherwise payable, the Company shall credit the Participant's  Cash
     Account  with an amount equal to the Applicable Percentage  of  the
     Eligible Compensation; and

         (b)  As  of  the  last  day  of  each  calendar   quarter,  the
     Participant's Cash Account shall be credited with interest  on  the
     balance  credited  to  such account as  of  the  last  day  of  the
     preceding  quarter,  plus  interest from  the  applicable  date  of
     crediting  under Section 5.1(a) on any additional amounts  deferred
     during the current quarter, at the Interest Rate (adjusted for  the
     applicable period of accrual).

     5.2    Stock Unit Account.

        (a) Elective Deferrals.

                       (1)Ongoing  Elections.  If an  Eligible  Director
                has  made a Stock Unit election under Section 4.1(b)(2),
                the Committee shall, as of the last day of each calendar
                quarter  in  which the Eligible Compensation was  earned
                and  would  otherwise be paid, credit the  Participant's
                Stock Unit Account with a number of Units determined  by
                dividing  an  amount which is equal  to  the  Applicable
                Percentage  of  the Participant's Eligible  Compensation
                (after  crediting  any  interest that  would  have  been
                credited as of such date if the amount had been deferred
                into  a  Cash Account under Section 5.1) by the  Average
                Fair  Market Value of a share of Common Stock as of  the
                Award Date.

                       (2)One-Time  Rollover Election.  If  an  Eligible
                Director  has  made a Stock Unit election under  Section
                8.8,  the  Committee  shall, as of  December  31,  1997,
                credit  the  Participant's Stock  Unit  Account  with  a
                number  of  Units determined by dividing the  Applicable
                Percentage of the Rollover Account (after crediting  any
                interest  that would have been credited as of such  date
                under the 1984 Plan) by the Average Fair Market Value of
                a share of Common Stock as of the Award Date.

         (b)  Limitations on Rights Associated with Units.  An  Eligible
     Director's Stock Unit Account shall be a memorandum account on  the
     books of the Company.  The Units credited to an Eligible Director's
     Stock  Unit  Account  shall be used solely  as  a  device  for  the
     determination  of  the  number of shares  of  Common  Stock  to  be
     eventually distributed to the Participant in accordance  with  this
     Plan.   The  Units shall not be treated as property or as  a  trust
     fund  of any kind.  No Participant shall be entitled to any  voting
     or  other  stockholder  rights with respect  to  Units  granted  or
     credited  under this Plan.  The number of Units credited  (and  the
     number  of  Shares to which the Participant is entitled under  this
     Plan) shall be subject to adjustment in accordance with Section 5.7
     and the terms of this Plan.

     5.3    Share Accounts.

      If  an  Eligible Director has made a Share election under  Section
4.1(a),  an  amount equal to the Applicable Percentage of  the  Eligible
Compensation shall be credited to a Share Account, payable  as  soon  as
practicable  after  the  end  of  the applicable  Year  or  any  earlier
termination  of service.  The amount of the Share Account  shall  accrue
interest  from  the  date  the  Eligible  Compensation  deferred   would
otherwise  have  been  paid  until the  Year-end  (or  earlier  date  of
termination) at the Interest Rate (adjusted for the applicable period of
accrual).

     5.4    Dividend Equivalent Credits to Stock Unit Account.

      As  of the end of each quarter, an Eligible Director's Stock  Unit
Account  shall be credited with additional Units in an amount  equal  to
the  Dividend Equivalents representing dividends paid during the quarter
on  a  number of shares equal to the aggregate number of Stock Units  in
the  Participant's  Stock Unit Account as of the end  of  the  preceding
quarter  divided by the Average Fair Market Value of a share  of  Common
Stock as of the applicable crediting date.

     5.5    Immediate Vesting and Accelerated Crediting.

         (a)  Units  and Other Amounts Vest Immediately.  All  Units  or
     other  amounts  credited to one or more of an  Eligible  Director's
     Accounts  shall be at all times fully vested and not subject  to  a
     risk of forfeiture.

         (b) Acceleration of Crediting of Accounts. The crediting of the
     rights to payment of each Participant in respect of Accounts  shall
     be  accelerated  if  an  Eligible Director ceases  to  serve  as  a
     director  of the Company.  In such case, the amount of interest  at
     the  Interest Rate (adjusted for the applicable period of accrual),
     Units  or  Shares credited for the quarter in which the termination
     of services occurs shall be prorated based on the number of days of
     service  during  the applicable quarter.  For these  purposes,  the
     Award  Date  shall  be  deemed to be the  date  of  termination  of
     service.

     5.6    Distribution of Cash or Shares.

        (a) Time and Manner of Distribution of Accounts.

                (1) Cash Accounts and Stock Units Account.  The cash  or
        Shares  respectively payable under this Plan in respect of  Cash
        Accounts  or  Stock  Unit Accounts shall be distributed  to  the
        Participant  (or,  in  the  event  of  his  or  her  death,  the
        Participant's  Beneficiary), subject to  Section  8.8,  at  such
        time  and in such manner as elected by the Participant  and  set
        forth  in  the Participant's Election Agreement.  A  Participant
        may  elect  any  of  the  distribution  commencement  dates  and
        methods  of  distribution (lump sum or annual installments)  set
        forth  in  the  form  of  Election  Agreement  approved  by  the
        Committee  from time to time, initially the form  of  Exhibit  A
        attached  hereto.   Notwithstanding the foregoing,  if  after  a
        termination  of  service the balance remaining  in  an  Eligible
        Director's  Cash Account is less than $10,000 or, if the  number
        of  Units remaining in the Participant's Stock Unit Accounts  is
        less   than   100,  then  such  remaining  balances   shall   be
        distributed in a lump sum.

                (2)  Share Account.  The Shares payable under this  Plan
        in  respect  of  Share  Accounts  under  Section  5.3  shall  be
        delivered  as soon as practicable after completion of  the  Year
        (or  shorter  service  period, in the event  of  termination  of
        service), but no later than 30 business days following  (x)  the
        end  of  the Year or (y) the date of termination of service,  if
        applicable.    The  number  of  Shares  deliverable   shall   be
        determined  by  (i)  dividing the amount of  the  Share  Account
        (after  crediting  all  amounts  contemplated  hereby)  by   the
        "Average  Annual  Fair  Market Value" of  the  Company's  Common
        Stock  during the Year or other applicable service  period,  and
        (ii)  rounding  the  number of Shares  determined  down  to  the
        nearer  whole number of such Shares.  The "Average  Annual  Fair
        Market  Value"  means the sum of the Fair Market Values  of  the
        Common  Stock  on  the  last  day of  each  quarter  during  the
        applicable   service  period  (i.e.,  the   calendar   year   or
        applicable  shorter period) divided by the number of measurement
        dates during such service period.

         (b)  Change in Manner of Distribution of Cash Accounts or Stock
     Unit  Accounts.   A  Participant  may  change  the  manner  of  any
     distribution  election from a lump sum to annual  installments  (or
     vice  versa) with respect to amounts credited under a Cash  Account
     or  Stock  Unit  Account  by  filing a written  election  with  the
     Committee  on a form provided by the Committee; provided,  however,
     that  no such election shall be effective until at least 12  months
     after  such  election  is  filed with the Committee,  and  no  such
     election  shall  be  effective with respect to  any  Account  after
     benefits  with respect to such Account have commenced.  An election
     made  pursuant to this Section 5.6(b) shall not affect the date  of
     the commencement of benefits.

         (c)  Change in Time of Distribution of Cash Accounts  or  Stock
     Unit  Accounts.   A  Participant may elect  to  further  defer  the
     commencement of any distribution to be made with respect to amounts
     credited  under  any Cash or Stock Unit Account  by  filing  a  new
     written  election  with the Committee on a  form  approved  by  the
     Committee;  provided, however, that (1) no such election  shall  be
     effective  until 12 months after such election is  filed  with  the
     Committee,  and  (2) no such new election shall be  effective  with
     respect  to any Account after benefits with respect to the  Account
     shall  have  commenced.  An election made pursuant to this  Section
     5.6(c) shall not affect the manner of distribution (i.e., lump  sum
     versus  installments),  the  terms of which  shall  be  subject  to
     Section 5.6(b) above.

         (d)  Form  of  Distribution  of Cash  Accounts  or  Stock  Unit
     Accounts.   Stock  Units credited to an Eligible  Director's  Stock
     Unit Account shall be distributed in an equivalent whole number  of
     shares  of  the  Company's  Common  Stock.   Any  fractional  share
     interests  shall  be  accumulated and paid in cash  with  the  last
     distribution.  All amounts credited to an Eligible Director's  Cash
     Account shall be distributed in cash.

        (e) Acceleration of Share Account Distribution on Termination of
     Service.   Notwithstanding Sections 5.6(a) (2) if  a  Participant's
     service   terminates,  a  Participant's  Share  Account  (including
     accelerated  benefits  under Section  5.5(b)),  if  any,  shall  be
     distributed  as soon as practicable, but no later than 30  business
     days thereafter, and the number and valuation of the Shares will be
     based  on  the amount in the Account, plus interest (on a per  diem
     basis)  based  on  the Interest Rate (adjusted for  the  applicable
     accrual period), divided by the Average Annual Fair Market Value.

         (f) Acceleration.  The Board by declaration may accelerate  any
     payment date (using for valuation purposes the date of its decision
     and  prior  retainer  payment dates in the  applicable  period)  in
     extraordinary circumstances where it determines that such action is
     necessary  or  advisable  to prevent a  forfeiture  or  permit  the
     realization  of  intended benefits and is  otherwise  fair  to  the
     director and the Company.

     5.7    Adjustments in Case of Changes in Common Stock.

      If  there shall occur any change in the outstanding shares of  the
Company's  Common  Stock by reason of any stock dividend,  stock  split,
recapitalization,   merger,   consolidation,   combination   or    other
reorganization, exchange of shares, sale of all or substantially all  of
the  assets of the Company, split-up, split-off, spin-off, extraordinary
redemption,  liquidation  or  similar  corporate  change  or  change  in
capitalization  or any distribution to holders of the  Company's  Common
Stock  (other than cash dividends and cash distributions), the Committee
shall make such proportionate and equitable adjustments consistent  with
the  effect  of  such  event  on  stockholders  generally  (but  without
duplication  of benefits if Dividend Equivalents are credited),  as  the
Committee determines to be necessary or appropriate, in the number, kind
and/or character of shares of Common Stock or other securities, property
and/or   rights   contemplated  hereunder,  including  any   appropriate
adjustments to the market prices used in the determination of the number
of Shares and Units, and in rights in respect of Stock Unit Accounts and
Share  Accounts credited under this Plan so as to preserve the  benefits
intended.


6.   Administration

     6.1    The Administrator.

      The Administrator of this Plan shall be the Board as a whole or  a
Committee  as  appointed from time to time by  the  Board  to  serve  as
administrator of this Plan.  The participating members of any  Committee
so  acting shall include, as to decisions in respect of participants who
are  subject  to Section 16 of the Exchange Act, only those members  who
are  Non-Employee Directors (as defined in Rule 16b-3 promulgated  under
the  Exchange  Act).   Members of the Committee shall  not  receive  any
additional compensation for administration of this Plan.

     6.2    Committee Action.

      A  member  of the Committee shall not vote or act upon any  matter
which  relates  solely to himself or herself as a  Participant  in  this
Plan.   Action  of  the Committee with respect to the administration  of
this  Plan  shall  be  taken pursuant to a majority  vote  or  (assuming
compliance  with  Section  6.1)  by unanimous  written  consent  of  its
members.

      6.3     Rights  and  Duties;  Delegation and  Reliance;  Decisions
Binding.

      Subject  to the limitations of this Plan, the Committee  shall  be
charged   with  the  general  administration  of  this  Plan   and   the
responsibility  for carrying out its provisions, and shall  have  powers
necessary  to accomplish those purposes, including, but not  by  way  of
limitation, the following:

        (1) To construe and interpret this Plan;

        (2) To  resolve  any questions concerning the amount of benefits
     payable  to  a Participant (except that no member of the  Committee
     shall  participate in a decision relating solely to his or her  own
     benefits);

        (3) To make all other determinations required by this Plan;

        (4) To maintain all the necessary records for the administration
     of this Plan; and

        (5) To  make  and publish forms, rules and  procedures  for  the
     administration of this Plan.

The determination of the Committee made in good faith as to any disputed
question  or  controversy and the Committee's determination of  benefits
payable  to  Participants, including decisions as to  adjustments  under
Section  5.7, shall be conclusive and binding for all purposes  of  this
Plan.  In performing its duties, the Committee shall be entitled to rely
on  information, opinions, reports or statements prepared  or  presented
by:   (i)  officers  or  employees of the  Company  whom  the  Committee
believes  to  be  reliable and competent as to such  matters;  and  (ii)
counsel  (who may be employees of the Company), independent  accountants
and  other  persons  as to matters which the Committee  believes  to  be
within  such persons' professional or expert competence.  The  Committee
shall be fully protected with respect to any action taken or omitted  by
it  in good faith pursuant to the advice of such persons.  The Committee
may   delegate  ministerial,  bookkeeping  and  other  non-discretionary
functions to individuals who are officers or employees of the Company.


7.   Plan Changes and Termination

     7.1    Amendments.

      The  Board shall have the right to amend this Plan in whole or  in
part  from  time  to time or may at any time suspend or  terminate  this
Plan; provided, however, that, except as contemplated by Section 5.7, no
amendment  or termination shall cancel or otherwise adversely affect  in
any  way,  without his or her written consent, any Participant's  rights
with  respect  to then outstanding Accounts (and the right  to  interest
(the  specific  rate of which may be changed from time to  time  by  the
Board as above provided) or Dividend Equivalent credits thereon so  long
as  the Account is outstanding).  Any amendments authorized hereby shall
be  stated  in an instrument in writing, and all Participants  shall  be
bound by upon receipt of notice of the amendment.

     7.2    Term.

      It  is the current expectation of the Company that this Plan shall
continue  indefinitely, but, in the case of the crediting of  the  Stock
Units  and/or  Share Accounts, subject to the continued availability  of
treasury shares.  Continuance of this Plan, however, is not assumed as a
contractual  obligation  of  the Company.  If  the  Board  of  Directors
decides  to  discontinue or terminate this Plan,  it  shall  notify  the
Committee  and Participants in this Plan of its action in  writing,  and
this Plan shall be terminated at the time set forth on the notice.   All
Participants  shall  be  bound thereby.  No  benefits  shall  accrue  in
respect  of  Eligible  Compensation earned  after  a  discontinuance  or
termination of this Plan.


8.   Miscellaneous

     8.1.   Limitation on Participants' Rights.

      Participation in this Plan shall not give any person the right  to
serve as a member of the Board or any rights or interests other than  as
herein  provided.  This Plan shall create only a contractual  obligation
on the part of the Company as to such amounts and shall not be construed
as  creating  a  trust.   This Plan, in and of itself,  has  no  assets.
Participants shall have only the rights of a general unsecured  creditor
of the Company with respect to amounts credited and benefits payable, if
any,  on  their Cash Accounts, and rights no greater than the  right  to
receive  the  Common Stock (or equivalent value as a  general  unsecured
creditor)  with respect to Stock Units or Share Accounts.   Participants
shall  not  be  entitled to receive actual dividends or to  vote  Shares
until after delivery of a certificate representing the Shares.

     8.2.   Beneficiaries.

     (a)    Beneficiary Designation.  Upon forms provided by and subject
to  conditions imposed by the Company, each Participant may designate in
writing  the Beneficiary or Beneficiaries (as defined in Section 8.2(b))
whom  such Participant desires to receive any amounts payable under this
Plan after his or her death.  The Company and the Committee may rely  on
the  Participant's  designation of a Beneficiary or  Beneficiaries  last
filed in accordance with the terms of this Plan.

     (b)    Definition of Beneficiary.  A Participant's "Beneficiary" or
"Beneficiaries"  shall  be  the person, persons,  trust  or  trusts  (or
similar  entity) designated by the Participant or, in the absence  of  a
designation, entitled by will or the laws of descent and distribution to
receive the Participant's benefits under this Plan in the event  of  the
Participant's  death,  and  shall mean  the  Participant's  executor  or
administrator  if no other Beneficiary is identified  and  able  to  act
under the circumstances.

        8.3.    Benefits  Not  Transferable;  Obligations  Binding  Upon
        Successors.

      Benefits  of a Participant under this Plan shall not be assignable
or  transferable and any purported transfer, assignment, pledge or other
encumbrance or attachment of any payments or benefits under  this  Plan,
or  any interest therein, other than by operation of law or pursuant  to
Section  8.2, shall not be permitted or recognized.  Shares  deliverable
under  this  Plan  may  be  subject to restrictions  on  transfer  under
applicable securities laws, unless the Shares are duly registered  prior
to  issuance.   Obligations  of the Company under  this  Plan  shall  be
binding upon successors of the Company.

     8.4.   Governing Law; Severability.

      The  validity  of  this  Plan or any of its  provisions  shall  be
construed, administered and governed in all respects under the  laws  of
the State of Delaware.  If any provisions of this Plan shall be held  by
a  court  of competent jurisdiction to be invalid or unenforceable,  the
remaining provisions hereof shall continue to be fully effective.

     8.5.   Compliance with Laws.

      This Plan and the offer, issuance and delivery of shares of Common
Stock  and/or  the payment of money through the deferral of compensation
under  this  Plan are subject to compliance with all applicable  federal
and  state  laws, rules and regulations (including but  not  limited  to
state  and federal securities law) and to such approvals by any listing,
agency  or  any  regulatory or governmental authority  as  may,  in  the
opinion  of  counsel  for  the Company, be  necessary  or  advisable  in
connection therewith.  Any securities delivered under this Plan shall be
subject  to  prior registration or such restrictions as the Company  may
deem  necessary  or desirable to assure compliance with  all  applicable
legal  requirements, and the person acquiring such securities shall,  if
requested by the Company, provide such assurances and representations to
the Company as it may reasonably request to assure such compliance.

     8.6.   Plan Construction.

      It is the intent of the Company that transactions pursuant to this
Plan  satisfy  and  be  interpreted  in  a  manner  that  satisfies  the
applicable  conditions for exemption under Rule 16b-3 promulgated  under
the  Exchange  Act  ("Rule 16b-3") so that to the extent  elections  are
timely  made, elective deferrals (including the crediting of  Units  and
Dividend Equivalents and the distribution of Shares hereunder)  will  be
entitled  to  the benefits of Rule 16b-3 or other exemptive rules  under
Section  16  of the Exchange Act and will not be subjected to  avoidable
liability  thereunder.   The Committee  may,  subject  to  Section  8.5,
permit  elections  by individual directors that would  not  qualify  for
exemption  under  Section 16(b) of the Exchange  Act,  so  long  as  the
availability of any exemption thereunder for other Directors under  this
Plan is not compromised.

     8.7.   Headings Not Part of Plan.

      Headings  and subheadings in this Plan are inserted for  reference
only  and are not to be considered in the construction of the provisions
hereof.

      8.8.   Relationship  to  the 1984 Deferred Compensation  Plan  for
Outside Directors (the "1984 Plan").

      This  Plan  supersedes  in its entirety the  1984  Plan  effective
December  31, 1997.  On that date, accrued balances under the 1984  Plan
for the benefit of any current Eligible Director shall be credited to  a
Cash  Account or, at the irrevocable election of the director  submitted
in  the  form of Exhibit B and received by the Company prior to December
30,  1997, a Stock Unit Account under this Plan.  The Account thereafter
shall be credited and payable in accordance with the provisions of  this
Plan applicable to Stock Unit Accounts and/or Cash Accounts, as the case
may be.