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                                                                  EXHIBIT 10.12B

                                AMENDMENT 1997-1

                                 FURON COMPANY

                           1995 STOCK INCENTIVE PLAN





          WHEREAS, Furon Company (the "Company") maintains the Furon Company
1995 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. The definition of "Event" in Section 7.1 of the Plan is hereby
amended in its entirety to read as follows:

          "'Event' shall mean any of the following:

                    (1) The dissolution or liquidation of the Corporation;

                    (2) 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 definition), 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;

                    (3) 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 definition); or





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                    (4) 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
                    (a) 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 (b) 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
                    definition) or any employee benefit plan or employee stock
                    plan of the Corporation or of any Subsidiary (as defined
                    below in this definition), 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, unless the election, or the nomination for
                    election by the





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                    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 definition, '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
          (1) through (4) is obtained prior to such occurrence, then such
          shareholder approval shall constitute the Event."