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                                                                   EXHIBIT 10.7A

                                AMENDMENT 1997-1

                                     TO THE

                                 FURON COMPANY

                           DEFERRED COMPENSATION PLAN





          WHEREAS, Furon Company ("Company") maintains the Furon Company
Deferred Compensation Plan ("Plan"); and

          WHEREAS, the Company has the right to amend the Plan

          NOW, THEREFORE, this Amendment 1997-1 is hereby adopted, as follows:

          1.        The definition of Change in Control contained in Section
                    4.7(f) of the Plan is amended in its entirety to read as
                    follows:

          "For purposes of this Plan, a 'Change in Control' means any of the
following:

                    (1) The dissolution or liquidation of the Company;

                    (2) The merger, consolidation, or other reorganization of
          the Company with or into one or more entities which are not
          'Subsidiaries' (as defined below), 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 Company;

                    (3) The sale or transfer of substantially all of the
          Company's business and/or assets to a person or entity which is not a
          Subsidiary;





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                    (4) any 'person', alone or together with all 'affiliates'
          and 'associates' of such person is or becomes (a) an 'Acquiring
          Person' as defined in the Rights Agreement, originally dated as of
          March 21, 1989, by and between the Company and The Bank of New York,
          successor Rights Agent, or (b) the 'beneficial owner' of 20% or more
          of the outstanding voting securities of the Company (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 Company, any Subsidiary or any employee benefit plan
          or employee stock plan of the Company or of any Subsidiary, 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

                    (5) individuals who at the beginning of any period of two
          consecutive calendar years constitute the Board of Directors of the
          Company (the "Board") cease for any reason, during such period, to
          constitute at least a majority thereof, unless the election, or the
          nomination for election by the Company'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.

                    '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 Company. If the
          approval of the shareholders of the





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          Company for any of the occurrences set forth in subsections (1)
          through (5) is obtained prior to such occurrence, then such
          shareholder approval shall constitute the Change in Control."



                    IN WITNESS WHEREOF, this Amendment 1997-1 is hereby adopted
          this _____ day of __________________, 1997.





                                               FURON COMPANY


                                               By:  _________________________


                                               Its: _________________________