Exhibit 10(r)(C)



                                STOCK OPTION AGREEMENT
                                ----------------------

                    AGREEMENT made as of this 5th day of June 1995 between
          MILTOPE GROUP INC., a Delaware corporation (the "Company"), and
          WILLIAM L. DICKINSON residing at 3535 North Glebe Road, Arlington
          Virginia 22207 (the "Director"). 

                    WHEREAS, the Company desires, in connection with the
          service of the Director on the Board of Directors of the Company,
          to provide the Director with an opportunity to acquire Common
          Stock, par value $.01 per share (the "Common Stock"), of the
          Company on favorable terms;

                    NOW, THEREFORE, in consideration of the premises, the
          mutual covenants herein set forth and other good and valuable
          consideration, the Company and the Director hereby agree as
          follows:

                    1.   Confirmation of Grant of Option.
                         -------------------------------
          Pursuant to a determination by the Board of Directors of the
          Company made as of June 5, 1995 (the "Date of Grant"), the
          Company hereby confirms that the Director has been granted
          effective June 5, 1995, as a matter of separate inducement and
          agreement, and in addition to and not in lieu of salary or other
          compensation for services to be rendered by the Director, the
          right to purchase (the "Option") 5,639 shares of Common Stock,
          $.01 par value, of the Company (the "Shares"), subject to
          adjustment as provided in Section 7 hereof.

                    2.   Purchase Price.
                         --------------
          The purchase price per share of the Shares will be $2.66 per
          share, subject to adjustment as provided in Section 7 hereof.

                    3.   Exercise of Option.
                         ------------------
          The Option may be exercised at any time during its term pursuant
          to the provisions of Sections 9 and 14 hereof.  Except as
          provided in Section 6 hereof, the Option can only be exercised
          while the Director is a member of the Board of Directors of the
          Company or within one (l) year after the termination of the
          Director's services as a director of the Company.

                    4.   Term of Option.
                         --------------
          The term of the Option shall be a period of ten (10) years from
          the Date of Grant, subject to earlier termination or cancellation
          as provided in this Agreement.  The Option may not be exercised
          after the expiration of its term.

                    The holder of the Option will not have any rights to
          dividends or any other rights of a stockholder with respect to
          any share subject to the Option until it has been issued to him
          (as evidenced by the appropriate entry on the books of a duly
          authorized transfer agent of the Company).  The date of issuance
          shall not be earlier than the Closing Date, as defined in
          Section 9 hereof. 

                    5.   Non-transferability of Option.
                         -----------------------------
          The Option is not transferable otherwise than by will or by the
          laws of descent and distribution, and the Option may be exercised
          during the lifetime of the Director only by him.  More
          particularly, but without limiting the generality of the
          foregoing, the Option may not be assigned, transferred or
          otherwise disposed of, or pledged or hypothecated in any way
          (voluntarily or involuntarily), and is not subject to execution,
          attachment or other process.  Any assignment, transfer, pledge,
          hypothecation or other disposition of the Option attempted
          contrary to the provisions of this Agreement, or any levy of
          execution, attachment or other process attempted upon the Option,
          will be null and void and without effect.  Any attempt to make
          any such assignment, transfer, pledge, hypothecation or other
          disposition of the Option or any attempt to make any such levy of
          execution, attachment or other process will cause the Option to
          terminate immediately upon the happening of any such event if the
          Board of Directors of the Company, at any time, should, in its
          sole discretion, so elect, by written notice to the Director or
          to the person then entitled to exercise the Option; provided,
          however, that any such termination of the Option under the
          foregoing provisions of this Section 5 will not prejudice any
          rights or remedies which the Company or any subsidiary thereof
          may have under this Agreement or otherwise. 

                    6.   Exercise Upon Death.
                         -------------------
          If the Director dies while still a member of the Board of
          Directors of the Company or within one (1) year after the
          Director's service as a director of the Company has terminated,
          the Option may be exercised to the extent the Director would have
          been entitled under Section 3 hereof to exercise the Option on
          the day next preceding the date of his death, by the estate of
          the deceased Director, or by any person who acquired the right to
          exercise the Option by bequest or inheritance or by reason of the
          death of the Director, at any time within six (6) months after
          his death, at the end of which period the Option shall terminate. 
          Such period shall in no event extend the date of exercise of the
          Option beyond the term thereof as provided in Section 4.

                    7.   Adjustments.
                         ------------
          In the event of a stock dividend, stock split, share combination,
          exchange of shares, recapitalization, merger, consolidation,
          acquisition or disposition of property or shares, reorganization,
          liquidation or other similar changes or transactions of or by the
          Company, the Board of Directors of the Company will make (or will
          undertake to have the Board of Directors of any corporation which
          merges with, or acquires the stock or assets of, the Company
          make) an adjustment of the number or class of shares then covered
          by the Option, or of the purchase price per share of the Shares,
          or both, as it in its sole discretion deems appropriate to give
          proper effect to the event. 

                    8.   Registration.
                         ------------
          The Company may register or qualify the Shares for sale pursuant
          to the Securities Act of 1933, as amended (the "Securities Act"),
          at any time prior to or after the exercise in whole or in part of
          the Option.

                    9.   Method of Exercise of Option.
                         ----------------------------
          The Option is exercisable by notice and payment to the Company in
          accordance with the procedure prescribed herein.  Each such
          notice will:

                         (a)  State the election to exercise the Option and
          the number of shares in respect of which it is being exercised;

                         (b)  Contain a representation and agreement as to
          investment intent, if required by counsel to the Company with
          respect to such Shares, in form satisfactory to counsel for the
          Company; and

                         (c)  Be signed by the person entitled to exercise
          the Option and, if the Option is being exercised by any person
          other than the Director, be accompanied by proof, satisfactory to
          counsel for the Company, of the right of that person to exercise
          the Option.

                    Upon receipt of such notice, the Company will specify,
          by written notice to the person exercising the Option, a date and
          time (the "Closing Date") and place for payment of the full
          purchase price of such Shares.  The Closing Date will be not more
          than fifteen days from the date the notice of exercise is
          received by the Company unless another date is agreed upon by the
          Company and the person exercising the Option or is required upon
          advice of counsel for the Company in order to meet the
          requirements of Section 10 hereof.

                    Payment of the purchase price will be made at the place
          specified by the Company on or before the Closing Date by
          delivering to the Company a certified or bank cashier's check
          payable to the order of the Company.  The Option will be deemed
          to have been exercised with respect to any particular shares of
          Common Stock if, and only if, the preceding provisions of this
          Section 9 and the provisions of Section 10 hereof shall have been
          complied with, in which event the Option will be deemed to have
          been exercised on the Closing Date.  Anything in this Agreement
          to the contrary notwithstanding, any notice of exercise given
          pursuant to the provisions of this Section 9 will be void and of
          no effect if all the preceding provisions of this Section 9 and
          the provisions of Section 10 have not been complied with.  The
          certificate(s) for shares of Common Stock as to which the Option
          shall be exercised will be registered in the name of the person
          exercising the Option (or, if the Option is exercised by the
          Director and if the Director so requests in the notice exercising
          the Option, will be registered in the name of the Director and
          another person jointly, with right of survivorship) and will be
          delivered on the Closing Date to the person exercising the Option
          at the place specified for the closing, but only upon compliance
          with all of the provisions of this Agreement.  If the Director
          fails to accept delivery of and pay for all or any part of the
          number of shares specified in the notice upon tender or delivery
          thereof on the Closing Date, his right to exercise the Option
          with respect to those undelivered shares may be terminated in the
          sole discretion of the Board of Directors of the Company.  The
          Option may be exercised only with respect to full shares.

                    10.  Approval of Counsel.
                         -------------------
          The exercise of the Option and the issuance and delivery of
          shares of Common Stock pursuant thereto is subject to approval by
          the Company's counsel of all legal matters in connection
          therewith, including compliance with the requirements of the
          Securities Act and the Securities Exchange Act of 1934, as
          amended, and the rules and regulations thereunder, and the
          requirements of any stock exchange upon which the Common Stock
          may then be listed.

                    11.  Resale of Common Stock.
                         ----------------------
          Before any sale or transfer of the Common Stock purchased upon
          exercise of the Option, the Director will deliver to the Company
          an opinion of counsel satisfactory to counsel for the Company to
          the effect that either (i) the Common Stock to be sold or
          transferred has been registered under the Securities Act and that
          there is in effect a current prospectus meeting the requirements
          of Subsection 10(a) of the Securities Act which is being or will
          be delivered to the purchaser or transferee at or prior to the
          time of delivery of the certificates evidencing the Common Stock
          to be sold or transferred, or (ii) such Common Stock may then be
          sold without violating Section 5 of the Securities Act.
                    
                    The Common Stock issued upon exercise of the Option
          shall bear the following legend if required by counsel for the
          Company:

                    THE SHARES EVIDENCED BY THIS CERTIFICATE MAY
                    NOT BE SOLD, TRANSFERRED, PLEDGED,
                    HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS
                    THEY HAVE FIRST BEEN REGISTERED UNDER THE
                    SECURITIES ACT OF 1933, AS AMENDED, OR
                    UNLESS, IN THE OPINION OF COUNSEL FOR THE
                    COMPANY, SUCH REGISTRATION IS NOT REQUIRED. 


                    12.  Reservation of Shares.
                         ---------------------
          The Company shall at all times during the term of the Option
          reserve and keep available a number of shares of the class of
          stock then subject to the Option sufficient to satisfy the
          requirements of this Agreement.

                    13.  Limitation of Action.
                         --------------------
          The Director and the Company each acknowledges that every right
          of action accruing to him or it, as the case may be, and arising
          out of or in connection with this Agreement against the Company
          or a subsidiary thereof, on the one hand, or against the
          Director, on the other hand, will, irrespective of the place
          where an action may be brought, cease and be barred by the
          expiration of three years from the date of the act or omission in
          respect of which such right of action arises.

                    14.  Notices.
                         -------
          Each notice relating to this Agreement shall be in writing and
          delivered in person or by certified mail to the proper address. 
          All notices to the Company will be addressed to it at 1770 Walt
          Whitman Road, Melville, New York 11747.  All notices to the
          Director or other person then entitled to exercise the Option
          will be addressed to the Director or other person at the
          Director's address above specified.  Anyone to whom a notice may
          be given under this Agreement may designate a new address by
          notice to that effect.

                    15.  Benefits of Agreement.
                         ---------------------
          This Agreement will inure to the benefit of and be binding upon
          each successor and assign of the Company.  All obligations
          imposed upon the Director and all rights granted to the Company
          under this Agreement will be binding upon the Director's heirs,
          legal representatives and successors.

                    16.  Severability.
                         ------------
          In the event that any provision of this Agreement shall be deemed
          to be illegal or unenforceable, that illegality or
          unenforceability will not affect the validity and enforceability
          of the remaining legal and enforceable provisions hereof, which
          shall be construed as if the illegal or unenforceable provision
          had not been inserted.

                    17.  Governing Law.
                         -------------
          This Agreement will be construed and governed in accordance with
          the laws of the State of New York.


                    IN WITNESS WHEREOF, the Company has caused this
          Agreement to be executed in its name by its President and its
          corporate seal to be hereunto affixed and attested by its
          Secretary and the Director has hereunto set his hand all as of
          the day, month and year first above written. 


          ATTEST:                            MILTOPE GROUP INC.


          /s/ Leonard Gubar                  By: /s/ George K. Webster
          ----------------------------          --------------------------
          Leonard Gubar, Secretary                  George K. Webster,
                                                Acting President and Chief
                                                    Executive Officer

                                                /s/ William L. Dickinson
                                             -----------------------------
                                                  WILLIAM L. DICKINSON