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                                                                   EXHIBIT 10.1A
                                AMENDMENT 1997-1
                                  FURON COMPANY
                            1982 STOCK INCENTIVE PLAN



          WHEREAS, Furon Company (the "Company") maintains the Furon Company
1982 Stock Incentive Plan (the "Plan"); and

          WHEREAS, the Company has the right to amend the Plan, and the Company
desires to amend the Plan to reflect recent resolutions adopted by the Board of
Directors.

          NOW, THEREFORE, the Plan is hereby amended, effective immediately, as
follows:

          1.        Section 1.1(p) of the Plan is hereby amended in its entirety
to read as follows:

                    "(p)      'Event' shall mean any of the following:

                              (i) The dissolution or liquidation of the
                    Corporation;

                              (ii) The merger, consolidation, or other
                    reorganization of the Corporation with or into one or more
                    entities which are not "Subsidiaries" (as defined below in
                    this Section 1.1(p)), as a result of which 50% or less of
                    the outstanding voting securities of the surviving or
                    resulting entity are, or are to be, owned by former
                    shareholders of the Corporation;

                              (iii) The sale or transfer of substantially all of
                    the Corporation's business and/or assets to a person or
                    entity which is not a Subsidiary (as defined below in this
                    Section 1.1(p)); or






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                              (iv) A Change in Control. A "Change in Control"
                    shall be deemed to have occurred if:

                                        (A) any "person", alone or together with
                              all "affiliates" and "associates" of such person
                              is or becomes (1) an "Acquiring Person" as defined
                              in the Rights Agreement, originally dated as of
                              March 21, 1989, by and between the Corporation and
                              The Bank of New York, successor Rights Agent, or
                              (2) the "beneficial owner" of 20% or more of the
                              outstanding voting securities of the Corporation
                              (the terms "person", "affiliates", "associates"
                              and "beneficial owner" are used as such terms are
                              used in the Securities Exchange Act of 1934 and
                              the General Rules and Regulations thereunder);
                              provided, however, that a "Change in Control"
                              shall not be deemed to have occurred if such
                              "person" is the Corporation, any Subsidiary (as
                              defined below in this Section 1.1(p)) or any
                              employee benefit plan or employee stock plan of
                              the Corporation or of any Subsidiary (as defined
                              below in this Section 1.1(p)), or any trust or
                              other entity organized, established or holding
                              shares of such voting securities by, for or
                              pursuant to, the terms of any such plan; or

                                        (B) individuals who at the beginning of
                              any period of two consecutive calendar years
                              constitute the Board cease for any reason, during
                              such period, to constitute at least a majority
                              thereof,





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                              unless the election, or the nomination for
                              election by the Corporation's shareholders, of
                              each new Board member was approved by a vote of at
                              least three-quarters of the Board members then
                              still in office who were Board members at the
                              beginning of such period.


                              For purposes of this Section 1.1(p), 'Subsidiary'
                    shall mean any corporation or other entity of which more
                    than 50% of the outstanding voting stock or voting power is
                    beneficially owned directly or indirectly by the
                    Corporation. If the approval of the shareholders of the
                    Corporation for any of the occurrences set forth in
                    subsections (i) through (iv) is obtained prior to such
                    occurrence, then such shareholder approval shall constitute
                    the Event."