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                                                                  EXHIBIT 10.24


                              COMPDENT CORPORATION

                   NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN

         The purpose of this Non-Employee Directors' Stock Option Plan (the
"Plan") is to promote the interests of CompDent Corporation (the "Company") by
providing an incentive to obtain and retain the services of highly qualified
persons who are not employees of the Company to serve as members of the Board
of Directors of the Company through the granting of options, as herein
provided, to acquire shares of its Common Stock, $.01 par value (the "Common
Stock").  The effective date of the Plan shall be February 1, 1996 (the
"Effective Date").  Options granted under the Plan are not intended to qualify
and shall not be treated as "incentive stock options" under Internal Revenue
Code Section 422.

1.       SHARES OF STOCK SUBJECT TO THE PLAN

         The stock that may be issued and sold pursuant to options granted
under the Plan shall not exceed, in the aggregate, 100,000 shares of the Common
Stock of the Company, which may be (i) authorized but unissued shares, (ii)
treasury shares or (iii) shares previously reserved for issuance upon the
exercise of options under the Plan, which options have expired or been
terminated; provided, however, that the number of shares subject to the Plan
shall be subject to adjustment as provided in Section 6.

2.       ELIGIBILITY

         Options will be granted only to persons who are Directors of the
Company on the date of grant of options hereunder and who are not also
employees of the Company or any subsidiary of the Company ("non-employee
Directors").

3.       GRANT OF OPTIONS  -  PURCHASE PRICE

         a.  Grant of Options.  Each non-employee Director shall automatically
be granted an option to purchase 20,000 shares of Common Stock on the date such
non-employee Director is initially elected or appointed to the Board of
Directors of the Company. All options granted under this Plan shall vest
annually beginning on the first anniversary of the date of grant in four equal
installments over a four-year period.

         b.  Purchase Price.  The purchase price of shares which may be
purchased under each option shall be equal to the Fair Market Value of the
Common Stock on the date the option is granted.  Fair Market Value shall mean
the last reported sale price of the Common Stock on the Nasdaq Stock Market on
any given day, or if no sales of Common Stock were made on that day, the last
reported sale price of the Common Stock on the next preceding day on which
sales were made.

         c.  Limitations.  All grants of options hereunder shall be subject to
the availability of shares hereunder, and no option shall be granted under this
Plan except as provided in this Section 3.

4.       PERIOD OF OPTION AND CERTAIN LIMITATIONS ON RIGHT TO EXERCISE.

         a.  Period.  Each option shall become exercisable as provided in
Section 3 hereof, but in no event shall any such option be exercisable after
the earlier of (a) the date ten years after the date such option is granted or
(b) with respect to unvested options, the date on which the Director to whom
such option was granted ceases for any reason to serve as a Director of the
Company and with respect to vested options, the date three months after the
date on which the Director ceases for any reason to serve as a Director of the
Company; provided, however, that





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in the event of termination as a result of disability or death, the Director or
the Director's personal representative may exercise any outstanding options not
theretofore exercised, to the extent exercisable on the date of such disability
or death, during the six month period following such disability or death.

         b.  Exercise.  The delivery of certificates representing shares under
any option will be contingent upon receipt by the Company from the optionee (or
a purchaser acting in the optionee's stead in accordance with the provisions of
the option) of the full purchase price for such shares by one or more of the
methods specified below and the fulfillment of any other requirements provided
in the option or under applicable provisions of law; and until such receipt of
the purchase price and fulfillment of such other requirements no optionee or
person entitled to exercise the option shall be, or shall be deemed to be, a
holder of any shares subject to the option for any purpose.

         Options may be exercised in whole or in part, by giving written notice
of exercise to the Company, specifying the number of shares to be purchased.
Payment of the purchase price may be made by one or more of the following
methods:

             (A)     In cash, by certified or bank check or other instrument
         acceptable to the Board of Directors or its authorized committee;

             (B)     In the form of shares of Common Stock that are not then
         subject to restrictions under any Company plan, if such shares have
         been held for at least six months prior to the exercise date and
         permitted by the Board or its authorized committee, in its discretion.
         Such surrendered shares shall be valued at Fair Market Value on the
         exercise date; or

             (C)     By the optionee delivering to the Company a properly
         executed exercise notice together with irrevocable instructions to a
         broker to promptly deliver to the Company cash or a check payable and
         acceptable to the Company to pay the purchase price; provided that in
         the event the optionee chooses to pay the purchase price as so
         provided, the optionee and the broker shall comply with such
         procedures and enter into such agreements of indemnity and other
         agreements as the Company shall prescribe as a condition of such
         payment procedure.  Payment instruments will be received subject to
         collection.

5.       NON-TRANSFERABILITY OF OPTION

         Each option granted under the Plan shall provide that it is personal
to the optionee, is not transferable by the optionee in any manner otherwise
than by will or the laws of descent and distribution and is exercisable, during
the optionee's lifetime, only by the optionee.  However, the rights and
obligations of the Company under the Plan and any option may be assigned by the
Company to a successor to the whole or any substantial part of its business
provided that such successor assumes in writing all of such rights and
obligations.

6.       DILUTION OR OTHER ADJUSTMENT

         The terms of the options and the number of shares subject to this Plan
shall be equitably adjusted in such manner as to prevent dilution or
enlargement of option rights in the following instances:

         a.  The declaration of a dividend payable to the holders of Common
Stock in stock of the same class;

         b.  A split-up of the Common Stock or a reverse split thereof; or

         c.  A recapitalization of the Company under which shares of one or
more different classes of stock are distributed in exchange for or upon the
Common Stock without payment of any valuable consideration by the holders
thereof.





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         The terms of any such adjustment shall be conclusively determined by
the Board.  No fractional shares of Common Stock shall be issued under the Plan
resulting from any such adjustment.

7.       EFFECT OF CERTAIN TRANSACTIONS

         In the case of (a) the dissolution or liquidation of the Company, (b)
a merger, reorganization or consolidation in which the Company is acquired by
another person or in which the Company is not the surviving corporation, or (c)
the sale of all or substantially all of the assets of the Company to another
corporation, the Plan and options issued thereunder shall terminate on the
effective date of such dissolution, liquidation, merger, reorganization,
consolidation or sale, unless provision is made in such transaction for the
assumption of options theretofore granted under the Plan or the substitution
for such options of a new stock option of the successor corporation or a parent
or subsidiary thereof, with appropriate adjustment as to the number and kind of
shares and the per share exercise price, as provided in Section 6 of the Plan.
In the event of any transaction which will trigger such termination, the
Company shall give written notice thereof to the Optionees at least twenty days
prior to the effective date of such transaction or the record date on which
shareholders of the Company entitled to participate in such transaction shall
be determined, whichever comes first.  In the event of such termination, any
unexercised portion of outstanding options, whether or not vested and
exercisable at that time, shall be exercisable not later than the date of such
termination; provided, however, that in no event shall options be exercisable
after the applicable expiration date for an option.

8.       ADMINISTRATION AND AMENDMENT OF THE PLAN

         The Plan shall be administered in accordance with Rule 16b-3 under the
Securities Exchange Act of 1934 (the "1934 Act") by the Board or an authorized
committee thereof (in which case all reference to the Board shall refer to such
committee while such committee administers this Plan), which shall make any
determination under or interpretation of any provision of the Plan and any
option.  Any of the foregoing actions taken by the Board shall be final and
conclusive.  The Board may amend and make such changes in and additions to the
Plan (and, with the consent of the applicable optionee, any outstanding option)
as it may deem proper and in the best interest of the Company; provided,
however, that no such action shall adversely affect or impair any options
theretofore granted under the Plan without the consent of the applicable
optionee.  If and to the extent determined by the Board to be required under
the 1934 Act to ensure that options granted under the Plan are exempt under
Rule 16b-3 under the 1934 Act, Plan amendments shall be subject to approval by
the Company stockholders entitled to vote at a meeting thereof.
Notwithstanding anything to the contrary herein, the provisions of Section 3.a.
shall not be amended more than once in every six-month period, other than to
comport with changes in the Internal Revenue Code, the Employee Retirement
Income Survey Act, or the regulations promulgated thereunder.

9.       EFFECTIVE DATE OF PLAN.

         The Plan shall become effective upon approval of the holders of a
majority of the shares of Common Stock of the Company present or represented
and entitled to vote at a meeting of stockholders.  Subject to such approval by
the stockholders and to the requirement that no Common Stock may be issued
hereunder prior to such approval, options may be granted hereunder on and after
the Effective Date.

10.      EXPIRATION AND TERMINATION OF THE PLAN.

         Options shall be granted under the Plan as provided herein during the
ten years from the date the Plan is adopted by the Board, as long as the total
number of shares purchased under the Plan and subject to outstanding options
under the Plan does not exceed 100,000 shares of the Common Stock of the
Company, subject to adjustment as provided in Section 6.  The Plan may be
abandoned or terminated at any time by the Board, except with respect to any
options then outstanding under the Plan.





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