SMITH CORONA CORPORATION                                 Exhibit 10.18
STOCK INCENTIVE PLAN

SMITH CORONA CORPORATION
STOCK INCENTIVE PLAN

PURPOSE OF PLAN
	Establishment of Plan.  
The Company (as herein defined) hereby establishes a stock incentive plan, as 
set forth herein, which shall be known as the Smith Corona Corporation Stock 
Incentive Plan (hereinafter the "Plan").
	Plan Purpose.  
The purpose of the Plan is to assist the Company in retaining valued employees 
by offering them a stake in the Company's success and to promote 
decision-making at all levels that leads to the enhancement of shareholders 
value and increased profitability for the Company.

DEFINITIONS
Whenever used in the Plan, the following terms shall have the meanings set 
forth below unless otherwise expressly provided.  Any masculine terminology 
shall be deemed to refer either to a male or a female, and the definition of
any terms in the singular shall also include the plural, whichever is 
appropriate in the context.
	"Award"
means any grant of restricted Shares under the Plan. 
	"Board" 
means the Board of Directors of the Company.
	"Change of Control" 
means (1) a stock purchase by any person (as such term is used in Section 13(d) 
and 14(d)(2) of the Securities and Exchange Act of 1934, as amended) who then 
owns or by virtue of such purchase becomes the beneficial owner of, directly or 
indirectly, voting securities of the Company representing 51% or more of the 
combined voting power of the Company's outstanding voting securities and (2 any 
change in the composition of the Company's Board in any one year which involves 
a majority of such directors and which is not recommended by the Board and (3) 
within one year thereafter, the Optionee or Grantee is discharged for any 
reason other than Termination for Cause or incurs either a material reduction in
title, duties or responsibilities (including transfer to a worksite requiring a 
relocation of such person's domicile) or a reduction in base salary.  For 
purposes of the Plan, the event in clause (3) above must take place on or after 
March 1, 1999 in order to be considered a Change of Control.
	"Code" 
means the Internal Revenue Code of 1986, as amended.
	"Company" 
means Smith Corona Corporation and, where the context requires, a subsidiary of 
Smith Corona Corporation allowed to participate in the Plan.
	"Date of Grant" 
means the date on which either an Option is granted or an Award is granted.
	"Disability" 
means disability as defined in the Company's Long-Term Disability Plan.
	"Expiration Date" 
means the earliest of the following:
		
if Optionee shall cease to be employed by the Company for any reason other than 
death, Disability, Retirement or Termination for Cause, ninety (90) days after 
the date of termination of employment (i.e., last day worked by Optionee); or
		
if Optionee shall cease to be employed by the Company because of Disability, 
death or as a result of Retirement, the date thirty-six(36) months after either 
(a) the date Optionee terminates employment because of Disability, death, 
(b) Retirement or (b) March 1, 1999, if later; or
	
if Optionee ceases to be employed by the Company as a result of a Change of 
Control, the  date thrity-six (36) months after the date Optionee terminates 
employment.
		
if the Optionee is Terminated for Cause, the date of termination of employment; 
or		the day before the seventh anniversary of the Date of Grant.
	"Grantee" 
means a person to whom an Award has been granted under the Plan.
	"Option" 
means any stock option granted under the Plan.
	"Optionee" 
means a person to whom an Option has been granted under the Plan, which Option 
has not been exercised and has not expired or terminated.
	"Retirement" 
means termination from employment after attainment (i) of age 50 with at least 
15 years of service (including accrued vacation and earned severance period, if 
any,hereinafter referred to as the service period extension) or (ii) of age 60 
with at least one year of service.  For purposes of this definition, age is 
determined at the end of the service period extension.
	"Share" or "Shares" 
means a share or shares of Common Stock, $.001 par value,of the Company.
	"Special Employment Termination" 
means termination of employment by action of the Company other than a 
Termination for Cause.
	"Terminated" or "Termination for Cause" 
means a termination on account of (i) a material breach by Optionee or Grantee 
of his or her obligations to the Company, (ii) theft, embezzlement, bribery or 
act of comparable dishonesty or disloyalty or breach of trust against the 
Company, (iii)the conviction of the Optionee or Grantee for a felony (or a plea 
of nolo contendere thereto), or (iv) the willful engaging by the Optionee or 
Grantee in conduct materially injurious to the Company.

RIGHTS TO BE GRANTED
	Options and Awards.  
Rights that may be granted under the Plan are non-qualified stock options, 
incentive stock options or awards of restricted Shares. 

STOCK SUBJECT TO PLAN
	Shares Available.  
The aggregate amount of Shares that will be reserved for and may be issued 
pursuant to the Plan upon exercise of Options or grant of Awards shall be equal 
to 10% of the total Shares issued pursuant to the Third Amended Joint Plan of 
Reorganization of the Company Under Chapter 11 of the United States Bankruptcy 
Code, determined on a fully diluted basis, not including the effect of the 
exercise of any warrants for such Shares described in the aforementioned Plan of
Reorganization.  The Shares so delivered may, at the option of the Company, be 
either treasury Shares or Shares originally issued for such purposes.
	Stock Subject to Expired Options or Forfeited Awards.  
If an Option covering Shares terminates or expires without having been 
exercised in whole or in part, or if an Award is forfeited in whole or in part, 
the Shares as to which the unexercised Option relates or a forfeited Award may 
be used for the grant of other Options or Awards.

ADMINISTRATION OF PLAN
	Administration.  
The Plan shall be administered by the Board.  The Board may delegate part or 
all of the Plan administration to a committee of the Board.

GRANT OF RIGHTS
	Grants.  
The Board may grant Options or Awards to eligible employees of the Company in 
such number and with such frequency as the Board determines in its sole 
discretion.

ELIGIBILITY
	Eligibility.  
Any employee of the Company shall be eligible to receive one or more Options or 
Awards.  No employee shall be eligible to receive an incentive stock option if 
he owns stock (including stock the ownership of which is attributed to him 
pursuant to Section 424 (d) of the Code) possessing more than 10% of the total 
voting power of all classes of stock of the Company. 

OPTION AGREEMENTS AND TERMS
All Options shall be evidenced by Option Agreements that shall be executed on 
behalf of the Company and by the Optionee to whom such Options are granted.  
The Board reserves the right to amend an Option Agreement provided that no 
amendment shall adversely affect the Optionee's rights under the Agreement 
without the Optionee's written consent.  The terms of each Option Agreement 
shall be determined from time to time by the Board, consistent, however, with 
the following:
	Time of Grant.  
All Options shall be granted within ten (10) years from the effective date of 
adoption of the Plan by the Board.
	Incentive Options.  
The terms and conditions of incentive options shall in all cases be consistent 
with the provisions of the Code applicable to "incentive stock options" as 
described in Section 422 of the Code including the annual limitation required by
Section 422(d) of the Code.
	Option Price.  
The option price per Share shall be determined by the Board but, with respect to
incentive stock options, shall be equal to or greater than the fair market 
value of a Share on the Date of Grant.  For the purposes of this Plan, the fair 
market value on any date shall be the average of the high and low sale prices of
 a Share as quoted on the NASDAQ composite index.
	Restrictions on Transferability.  
No Option shall be transferable or assignable otherwise than by will or the 
laws of descent and distribution and, during the lifetime of the Optionee, an 
Option shall be exercisable only by such Optionee.  Upon the death of an 
Optionee, the person to whom the rights shall have passed by will or by the laws
of descent and distribution may exercise any Options only in accordance with
the provisions of the Plan.
	Payment Upon Exercise of Options.  
Full payment for Shares purchased upon the exercise of an Option shall be made 
in cash or in Shares already owned by the Optionee having a total fair market 
value upon such exercise, as determined by the Board, equal to the option price 
or a combination of cash and Shares having a total fair market value, as so 
determined, equal to the option price.  The Company may allow Options to be 
paid under a cashless exercise program established for this purpose.
	Issuance of Certificate Upon Exercise of Options.  
Upon payment of the option price and satisfaction of the requirements of the 
Option Agreement, a certificate for the number of whole Shares and a check for 
the fair market value on the date of exercise of any fractional Share to which 
the Optionee is entitled shall be delivered to such Optionee by the Company; 
provided, however, that the Optionee has remitted to the Company an amount 
determined by the Company, necessary to satisfy applicable federal, state or 
local tax withholding requirements.  The Company shall not be obligated to 
deliver any certificates for Shares until there has been such compliance with 
such laws or regulations as the Company may deem applicable including tax 
withholding requirements under federal, state, or local laws.  The Company 
shall use its best efforts to effect such compliance.  The Board may permit an 
Optionee to satisfy the withholding obligations, in whole or in part, by 
instructing the Company to withhold up to that number of Shares otherwise 
deliverable to the Optionee with a fair market value equal to the tax 
withholding.
	Fractional Shares.  
Only whole Shares shall be issuable upon exercise of Options.  Any right to a 
fractional Share shall be satisfied in cash.

	Exercise of Options.  
An Option shall become exercisable at such time or times as the Board 
determines at the Date of Grant, provided, however, no Option shall be exercised
earlier than March 1, 1999 or 6 months following the Date of Grant, if later.  
The Board, on the Date of Grant, shall provide that Options shall be fully 
exercisable on a Change of Control, and may provide that Options shall be fully 
exercisable on a termination of employment by reason of death, Disability, 
Retirement or Special Employment Termination but in no event earlier than March 
1, 1999.
	Expiration of Options.  
No Option granted hereunder shall be exercisable before March 1, 1999 or after 
the Expiration Date.
	Date of Exercise.  
The date of exercise of an Option shall be the date on which written notice of 
exercise, addressed to the Company at its main office, is hand delivered, 
telecopied, or mailed first class postage prepaid; provided, however, that the 
Company shall not be obligated to deliver any certificates for Shares pursuant 
to the exercise of an Option until the Optionee shall have made payment in full 
of the option price for such Shares in accordance with Section 8.5 and 
applicable income withholding taxes.
	Multiple Grants of Options.  
The grant, exercise, termination or expiration of any Option shall have no 
effect upon any other Option held by the same Optionee.
	Shareholder Rights.  
An Optionee shall not have any right as a shareholder with respect to any 
Shares subject to his Option until after exercise and the date of the issuance 
to him of a stock certificate for such Shares.

RESTRICTED STOCK AWARDS
	Awards.  
The Board may grant an Award to any eligible employee covering any number of 
Shares as the Board may determine at the Date of Grant and may make such Awards 
subject such restrictions, terms and conditions as it deems appropriate.  All 
Awards shall be evidenced by a Restricted Stock Agreement that shall be 
executed on behalf of the Company and by the Grantee.  The Board reserves the 
right to amend a Restricted Stock Agreement provided that no amendment shall 
adversely affect a Grantee's rights and the Agreement without the Grantee's 
written consent.
	Transfer Restrictions.  
None of the Shares covered by an Award shall be sold, assigned, pledged or 
otherwise transferred, voluntarily or involuntarily, by the Grantee.  The 
restrictions shall lapse at such time or times as the Board shall determine on 
the Date of Grant but in no event earlier than March 1, 1999.
	Termination of Employment.  
If a Grantee terminates employment with the Company for any reason other than 
Retirement, death, Disability or Special Employment Termination, prior the time 
the restrictions on his Award lapse, the Award shall be forfeited and rescinded 
as to all Shares which are, at the date of such employment termination, subject 
to restriction and the Grantee shall promptly return such Shares to the Company 
if stock certificates were issued respecting the Award.
	Retirement, Death, Disability or Special Employment Termination.  
If, prior to the time the restrictions on his Award lapse, a Grantee terminates 
employment with the Company by reason of Retirement, death, Disability or 
Special Employment Termination, the restrictions imposed upon any Shares of an 
Award shall lapse and be of no further force and effect on the date of such 
employment termination or March 1, 1999, if later.  The Shares shall thereafter 
be freely transferable by the Grantee.
	Certificate Legend.  
If a certificate for Shares is issued pursuant to an Award under the Plan prior 
to the lapse of the transfer restrictions, such certificate shall bear the 
following legend or such other legend as may be specified by the Board:
"The shares represented by this certificate may not be sold, assigned, 
transferred, pledged, alienated, hypothecated or otherwise disposed of and are 
subject to the restrictions on transfer and forfeiture set forth in the Smith 
Corona Corporation Stock Incentive Plan, a copy of which is on file with the 
Secretary of the Company."
	Rights as Stockholders.  
Subject to Article X, the Grantee shall not be entitled to vote the Award 
Shares or to receive dividends and other distributions payable with respect to 
such Shares while the restrictions on transfer apply to such Shares.
	Government Regulations.  
Notwithstanding anything contained herein to the contrary, the Company's 
obligation to issue or deliver certificates evidencing the Award Shares shall be
subject to all applicable laws, rules and regulations and to such approvals by 
any governmental agencies or national securities exchanges as may be required.

CHANGES IN CAPITALIZATION, MERGERS,
DISPOSITIONS AND CERTAIN OTHER TRANSACTIONS
	Changes in Capitalization.  
In the event of a stock dividend, stock split, recapitalization, subdivision, 
issuance of rights, or other similar corporate change, the Board may take such 
action as the Board shall determine reasonable under the circumstances in order 
to permit an Optionee or Grantee to realize the value of the rights granted to 
them under the Plan.
	Other Transactions.  
If during the term of any Option, the Company shall be merged into or 
consolidated with or otherwise combined with or acquired by another person or 
entity, or there is a divisive reorganization or a liquidation or partial 
liquidation of the Company, the Board may take such action as the Board shall 
determine to be reasonable under the circumstances in order to permit Optionees 
to realize the value of rights granted to them under the Plan.

PLAN NOT TO AFFECT EMPLOYMENT
	Employment.  
Neither the Plan nor any Option or Award shall confer upon any employee of the 
Company any right to continue in the employment of the Company or in any 
position or level of such employment.

INTERPRETATION
	In General.  
The Board shall have the power to interpret the Plan and to make and amend 
rules for putting it into effect and administering it.  All interpretations and 
determinations of the Board shall be final, conclusive and binding on all 
interested parties.  The Board may correct any defect or supply any omission or 
reconcile any inconsistency in the Plan or in any Option or Award in a manner 
and to the extent the Board deems desirable to carry it into effect.
	Securities Laws.  
The Board shall have the power to make each grant under the Plan subject to 
such conditions as it deems necessary or appropriate to comply with the then 
existing requirements of the Securities Act of 1933 or the Securities Exchange 
Act of 1934, and any applicable state securities laws.

AMENDMENTS
	Amendments.  
The Plan may be amended by the Board, but any amendment which increases the 
aggregate number of Shares which may be issued pursuant to the Plan, shall 
require the approval of the holders of such portion of the shares of the 
capital stock of the Company present and entitled to vote on such amendment 
as is required by applicable state law and the terms of the Company's By-laws, 
as then in effect, to make the amendment effective.  No outstanding Option or 
Award shall be adversely affected by any Plan amendment without the written
consent of the Optionee, Grantee or other person then entitled to exercise such 
Option, as the case may be.

EFFECTIVE DATE AND TERM OF PLAN
	Effective Date and Term.  
The Plan shall become effective on the date determined when the Plan is adopted 
by the Board, and shall expire no later than ten (10) years from such date, 
unless sooner terminated by the Board.

GENERAL
	Applicable Law.  
The issuance of Shares on the exercise of an Option or grant of an Award shall 
be subject to all of the applicable requirements of the Delaware General 
Corporation Law and other applicable laws, including federal or state 
securities laws, and all Shares issued under the Plan shall be subject to the 
terms and restrictions contained in the By-laws of the Company, as amended from 
time to time.  The interpretation or construction of the Plan shall be governed 
by the laws of the State of New York, without bringing into effect the 
principles of conflicts of law.

SMITH CORONA CORPORATION
STOCK INCENTIVE PLAN
TABLE OF CONTENTS
Page

ARTICLE I 
PURPOSE OF PLAN
1.1	Establishment of Plan	           1
1.2	Plan Purpose	                            1
ARTICLE II 
DEFINITIONS
2.1	"Award	                                  1
2.2	"Board	                                  1
2.3	"Change of Control	                      1
2.4	"Code	                                   1
2.5	"Company	                                1
2.6	"Date of Grant	                          1
2.7	"Disability	                             2
2.8	"Expiration Date	                        2
2.9	"Grantee	                                2
2.10	"Option	                                2
2.11	"Optionee	                              2
2.12	"Retirement	                            2
2.13	"Share" or "Shares	                     2
2.14	"Special Employment Termination	        2
2.15	"Terminated" or "Termination for Cause	 2
ARTICLE III 
RIGHTS TO BE GRANTED
3.1	Options and Awards	                      3
ARTICLE IV 
STOCK SUBJECT TO PLAN
4.1	Shares Available	                        3
4.2	Stock Subject to Expired Options or 
    Forfeited Awards	                        3
ARTICLE V 
ADMINISTRATION OF PLAN
5.1	Administration	                          3
ARTICLE VI 
GRANT OF RIGHTS
6.1	Grants	                                  3
ARTICLE VII 
ELIGIBILITY
7.1	Eligibility	                             3
ARTICLE VIII 
OPTION AGREEMENTS AND TERMS
8.1	Time of Grant	                           4
8.2	Incentive Options	                       4
8.3	Option Price	                            4
8.4	Restrictions on Transferability	         4
8.5	Payment Upon Exercise of Options	        4
8.6	Issuance of Certificate Upon 
    Exercise of Options	                     4
8.7	Fractional Shares	                       5
8.8	Exercise of Options	                     5
8.9	Expiration of Options	                   5
8.10	Date of Exercise	                       5
8.11	Multiple Grants of Options	             5
8.12	Shareholder Rights	                     5
ARTICLE IX 
RESTRICTED STOCK AWARDS
9.1	Awards	                                  5
9.2	Transfer Restrictions	                   5
9.3	Termination of Employment	               6
9.4	Retirement, Death, Disability or 
    Special Termination	                     6
9.5	Certificate Legend	                      6
9.6	Rights as Stockholders	                  6
9.7	Government Regulations	                  6
ARTICLE X 
CHANGES IN CAPITALIZATION, MERGERS,
DISPOSITIONS AND CERTAIN OTHER TRANSACTIONS
10.1	Changes in Capitalization	              6
10.2	Other Transactions	                     6
ARTICLE XI 
PLAN NOT TO AFFECT EMPLOYMENT
11.1	Employment	                             7
ARTICLE XII 
INTERPRETATION
12.1	In General	                             7
12.2	Securities Laws	                        7
ARTICLE XIII 
AMENDMENTS
13.1	Amendments	                             7
ARTICLE XIV 
EFFECTIVE DATE AND TERM OF PLAN
14.1	Effective Date and Term	                7
ARTICLE XV 
GENERAL
15.1	Applicable Law	                         8