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EXHIBIT A

BOWNE & CO., INC.
 

1992 STOCK OPTION PLAN

The purpose of this
1992 Stock Option Plan (the Plan) is to aid Bowne &
Co., Inc. (the Company) and its subsidiaries in attracting and retaining capable
officers and key employees and to provide an inducement to such personnel to
promote the best interests of the Company by enabling and encouraging them to
acquire stock ownership in the Company.

1. TYPES OF
OPTIONS AND AMOUNT OF STOCK: Except as otherwise permitted pursuant
to paragraph 9 hereof, the total number of shares of the
Companys Common Stock
that may be issued under the Plan shall not exceed 850,000. The options granted
under the Plan may be Incentive Stock Options (Incentive Stock
Options) as
provided for in Section 422 of the Internal Revenue Code of 1986, as amended
(the Code), or options which are not described in Section 422 of the Code
(Non-Qualified Stock Options).

2. SOURCE OF STOCK: The shares issued under the Plan may be authorized and
unissued shares or issued and reacquired shares, as the Board of Directors of
the Company (the Board) may from time to time determine. The number of shares
of the Companys Common Stock available for the grant of options under the Plan
shall be decreased by the sum of the number of shares with respect to which
options have been granted and have not been exercised and the number of shares
issued upon exercise of options and shall be increased by the number of shares
that are the subject of options that have expired or terminated prior to
exercise.

3. EFFECTIVE DATE AND TERM OF PLAN: The Plan shall become effective when
adopted by the Board; provided, however, that, unless the Plan as here set
forth is approved at a meeting of the stockholders of the Company by the holders
of a majority of the votes entitled to vote thereon within one year after its
adoption by the Board, the Plan shall not be effective.* Any options
granted under the Plan before such approval shall be conditioned
thereon and, if such
majority vote is not obtained during such one-year period, such
options shall be null and void retroactive to the conditional grant.
Options may be granted
under the Plan on or before the tenth anniversary of the effective date of the
Plan.

4. ADMINISTRATION: The Plan shall be administered by a committee (the
Committee) consisting of not less than two non-employee directors of the
Company, all of whom must be disinterested persons as such term is used in
Rule 16b-3(c) (2)(i) of the rules of the Securities and Exchange Commission, to
be appointed by, and to serve at the pleasure of, the Board. The Board may from
time to time appoint members of the Board in substitution for or in addition to
members previously appointed and may fill vacancies on the Committee. The
Committee shall have full power to interpret the Plan and to establish and
amend rules and regulations for its administration.

5. SELECTION: From time to time the Committee shall determine those officers
and key employees of the Company or its subsidiaries who shall be granted
options under the Plan (the Optionees) and the number of shares subject to
each option.

6. TERMS OF
OPTIONS: (a) Option Period: Each option granted under the Plan
(the Option) shall be exercisable during a term ending on the day (the
Termination Date) designated by the




* The Plan was adopted by the Board of
Directors on December 19, 1991.


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Committee (unless the Option shall have terminated earlier under the provisions
of the Plan); provided, however, that, unless otherwise permitted on the date
of grant by the provisions of the Code applicable to Incentive Stock Options,
no Incentive Stock Option may be granted which is exercisable after the day
preceding the tenth anniversary of the date when granted.

(b) Option Price: The purchase price per share of Common Stock under any Option
granted pursuant to the Plan (the Option Price) shall be determined by the
Committee at the time the Option is granted; provided that in no event shall
the Option Price on the date the Option is granted (i) be less
than the Fair
Market Value of the Common Stock of the Company or (ii) be less
than the par
value of a share of Common Stock of the Company. The Fair
Market Value shall
be deemed, for all purposes under the Plan, to be the mean between the highest
and lowest sales prices reported as having occurred on the American Stock
Exchange on the date of determination thereof (or, if the Common Stock
of the Company is not then traded on the American Stock Exchange, the
mean between the highest and lowest sales prices reported as having
occurred on the principal market (as determined by the Committee) on
which such stock is then traded) or, if there is no such sale on that
date, then on the last preceding date on which such a sale was
reported; provided, however, that, if the Common Stock of the
Company  has not been traded for ten trading days or if there ceases
to be a principal market for the Common Stock of the Company, the
Fair Market Value of such Common Stock shall be determined by the
Committee in its reasonable discretion. The Option Price shall be
paid in full upon the exercise of the Option by certified or bank
cashiers check payable to the order of the Company or, if acceptable
to the Committee, (A)(1) by the surrender or delivery to the Company
of shares of its Common Stock with a Fair Market Value equal to or
less than the Option Price or (2) through the written election of the
Optionee to have shares of such Common Stock withheld by the Company
from the shares otherwise to be received, with such withheld shares
having an aggregate Fair Market Value on the date of exercise equal
to or less than the Option Price, plus (B) a certified or bank
cashiers check payable to the Company for any difference, and the
stock purchased shall thereupon be promptly delivered. The Committee
shall determine acceptable methods for tendering and withholding
Common Stock of the Company as payment upon exercise of an Option and
may impose such limitations and prohibitions on the use of Common
Stock of the Company to exercise an Option as it deems appropriate,
including, without limitation, any limitation or prohibition designed
to avoid certain accounting consequences which may result from the
use of Common Stock of the Company as payment upon exercise of an
Option. No Optionee or his legal representatives, legatees or
distributees, as the case may be, will be deemed to be a holder of
any shares pursuant to exercise of an Option until the date of the
issuance of a stock certificate to him for such shares. Upon the
exercise of the Option for cash, the proceeds of the sale of stock
subject to Options are to be added to the general funds of the
Company and used for its general corporate purposes. Any Common Stock
received for the purchase of shares upon the exercise of an Option
shall become treasury stock.

(c) Special Rules Regarding Incentive Stock Options Granted to
Certain Employees: Unless otherwise permitted by the provisions of
the Code applicable to Incentive Stock Options, and notwithstanding
the provisions of subparagraphs (a) and (b) of this paragraph, no
Incentive Stock Option shall be granted to any employee who, at the
time the Option is granted, owns (directly, or within the meaning of
Section 424(d) of the Code) more than ten percent of the total
combined voting power of all classes of stock of the Company or any
subsidiary corporation, unless (i) the Option Price under such
Incentive Stock Option is at least 110 percent of the Fair Market
Value of the stock subject to the Option at the time of the grant and
(ii) such Incentive Stock Option by its terms is not exercisable
after the expiration of five years from the date it is granted.

(d) Exercise of Options: At the time the Committee grants an Option,
the Committee shall determine when and in what manner the Optionee
may exercise

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such Option. In the Case of Options

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for which shares of Common Stock may be purchased in installments, such
installments or portions thereof not exercised in earlier periods shall be
accumulated and be available for exercise in later periods. The Committee may
accelerate the exercisability of any Option previously granted to an Optionee
who has not then retired, died or otherwise ceased to be employed by the
Company or a subsidiary thereof, and such exercisability shall automatically be
accelerated upon the occurrence of a Change of Control. A Change of Control
shall be deemed, for all purposes of the Plan, to have taken place upon the
occurrence of:

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) the acquisition by any person
(including a group within the meaning of
Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as
amended), other than the Company or any of its subsidiaries or any employee
benefit plan of the Company, of beneficial ownership (within the meaning of
Rule 13d-3 of the rules of the Securities and Exchange Commission) of 15% or
more of the combined voting power of the Companys then outstanding voting
securities,
|
| | (ii) the first purchase under a tender offer or exchange offer, other
than by the Company or any of its subsidiaries, pursuant to which
shares of Common Stock have been purchased,                                                                                                                                                                                                                                                                                               
|
| | (iii) the first day on which less than two-thirds of the total
membership of the Board shall be directors who were members of the
Board on the effective date of the Plan or who are recommended or
elected to the Board by a majority of the members of the Board who
either were directors on the effective date of the Plan or were so
recommended or elected, or                                                                                                              
|
| | (iv) approval by stockholders of the Company of a merger,
consolidation, liquidation or dissolution of the Company, or of the
sale of all or substantially all of the assets of the Company.                                                                                                                                                                                                                                                                                      

With respect to any Option, the Optionee is limited to ten exercises
during the term of such Option.

(e) Nontransferability of Options: Each Option shall, during the
Optionees lifetime, be exercisable only by him, and neither it nor
any right hereunder shall be transferable otherwise than by will
or the laws of descent and distribution or be subject to attachment,
execution or other similar process. In the event of any attempt by
the Optionee to alienate, assign, pledge, hypothecate or otherwise
dispose of his Option or of any right hereunder, except as provided
for herein, or in the event of any levy or any attachment, execution
or similar process upon the rights or interest hereby conferred, the
Committee may terminate his Option by notice to the Optionee and it
shall thereupon become null and void.

(f) Cessation of Employment of the Optionee: If, prior to the
Termination Date, the Optionee shall cease to be employed by the
Company or a subsidiary thereof otherwise than by reason of the death,
disability (within the meaning of Section 22(e)(3) of the Code) or,
in the case of any Non-Qualified Stock Option, retirement of the
Optionee, each Option held by the Optionee shall remain exercisable
until the Termination Date or until the date three months from the
date of cessation of employment, whichever occurs first, to the
extent it was exercisable at the time of cessation of employment,
whereupon all such Options shall terminate together with all rights
hereunder. If, prior to the Termination Date, the Optionee shall
cease to be employed by the Company or a subsidiary thereof by reason
of a disability within the meaning of Section 22(e)(3) of the Code,
each Option shall remain exercisable until the Termination Date or
until the date one year from the date of cessation of employment,
whichever occurs first, to the extent it was exercisable at the time
of cessation of employment, whereupon all such Options shall
terminate together with all rights hereunder. Unless the Committee
determines otherwise

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at the time of grant, if an Optionee retires
prior to the Termination Date, each Non-Qualified Stock Option held
by the Optionee may be exercised (but only to the extent, if any,
exercisable on the date of retirement) until the Termination Date or
until the date

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three months from the date of cessation of employment, whichever
occurs first. Notwithstanding the provisions of this paragraph,
however, if the Optionee shall be discharged for cause (which shall
be defined as participation in conduct during employment consisting
of fraud, felony, willful misconduct or commission of any act which
causes or may reasonably be expected to cause substantial damage to the
Company) or shall cease to be employed by the Company and shall be
employed by a competitor of the Company or any of its subsidiaries in any line
of business in which the Company or any of its subsidiaries is
engaged during the period of the Optionees employment with the
Company or one of its subsidiaries, each Option to the extent not
previously exercised shall terminate at once.

(g) Death of Optionee: Unless the Committee determines otherwise at
the time of grant, in the event of the death of the Optionee prior to
the Termination Date while employed by the Company or any subsidiary
thereof, or thereafter in the case of an Option exercisable without regard to
this subparagraph after his cessation of employment, each Option held
by the Optionee may be exercised at any time or from time to time
until the Termination Date or the date one year from the date of his
death, whichever occurs first, by the person or persons to whom the
Optionees rights under each Option shall pass by will or by the
applicable laws of descent and distribution (to the extent, if any, that the
Optionee was entitled to exercise it on the date of his death).

7. LIMITATION OF GRANTS OF INCENTIVE STOCK OPTIONS: Unless otherwise
permitted by the provisions of the Code applicable to Incentive Stock
Options, the aggregate Fair Market Value of the Common Stock
(determined as of the date an Option is granted) for which an
employee may be granted Incentive Stock Options which are exercisable
for the first time by such Optionee in any calendar year under the
Plan or any other stock option plan maintained by the Company or any
of its subsidiaries shall not exceed $100,000 for that calendar year.

8. INSTRUMENT OF GRANT: The terms and conditions of each Option
granted under the Plan shall be set forth in an instrument designated
Incentive Stock Option Agreement or Non-Qualified Stock Option
Agreement, as appropriate, substantially in the form of
Exhibit 1 or 2, respectively, attached hereto and made a part hereof. The Committee may
make such modifications in the provisions of the instrument of grant
as it shall deem advisable or as may be required by any provision of
the Code.

9. ADJUSTMENTS UPON CHANGES IN STOCK: If (i) the Company shall at any
time be involved in a transaction to which subsection (a) of
Section 424 of the Code is applicable; (ii) the Company shall declare a
dividend payable in, or shall subdivide or combine, its Common
Stock; or (iii) any other event shall occur which in the judgment of
the Committee necessitates action by way of adjusting the terms of the
outstanding Options, the Committee shall forthwith take any such
action as in its judgment shall be necessary to preserve to the
Optionees rights substantially proportionate to the rights existing
prior to such event and to the extent that such action shall include
an increase or decrease in the number of shares of Common Stock
subject to outstanding Options, the number of shares available under
paragraph 1 above shall be increased or decreased, as the case may be,
proportionately. The judgment of the Committee with respect to any
matter referred to in this paragraph shall be conclusive and binding
upon each Optionee.

10. AMENDMENTS AND TERMINATION: The Board may amend or terminate the
Plan, but may not (i) without the consent of the Optionee, alter or
impair any rights or obligations under any Option theretofore
granted, or (ii) make any alteration in the Plan that would cause the
Plan to fail to comply with (A) Section 16 of the Securities Exchange
Act of 1934, as amended (or Rule 16b-3 of the rules of the Securities
and Exchange Commission) or (B) any other requirement of applicable
law or regulation, if such revision or amendment

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were not approve by the holders of the Common Stock
of the Company,
unless and until the approval of the holders of such Common Stock is
obtained.

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11.    PLAN DOES NOT CONFER EMPLOYMENT OR STOCKHOLDER RIGHTS: The right
of the Company or any subsidiary thereof to terminate the
Optionees
employment (whether by dismissal, discharge, retirement or otherwise)
and to terminate any other agreement for the provision of services,
at any time at will, or as otherwise provided by any agreement
between the Company and the Optionee, is specifically reserved.
Neither the Optionee nor any person entitled to exercise his rights in
the event of his death shall have any rights of a stockholder with
respect to the shares subject to each Option, except to the extent
that a certificate for such shares shall have been issued upon the
exercise of each Option as provided for herein.

12.    WITHHOLDING:  (a) In General: The Committee may, in its discretion,
require the Optionee to pay to the Company at the time of exercise
of any Non-Qualified Stock Option the amount that the Committee deems
necessary to satisfy the Companys obligation to withhold federal,
state or local income or other taxes incurred by reason of the
exercise. Upon the exercise of the Option, the Optionee may make a
written election to have shares of Common Stock then issued withheld
by the Company from the shares otherwise to be received, or to deliver
previously owned shares, in order to satisfy the liability for such
withholding taxes. The number of shares so withheld or delivered
shall have an aggregate Fair Market Value on the date of exercise
sufficient to satisfy the applicable withholding taxes.
Notwithstanding the Optionees opportunity to make the foregoing
election, the Committee in its sole discretion will decide whether to
accept such election.

(b)    Special Rules: Where the exercise of an Option does not give rise
to an obligation by the Company to withhold federal, state or local
income or other taxes on the date of exercise, the Committee may, in
its discretion, require an Optionee to place shares of Common Stock
of the Company purchased under the Option in escrow for the benefit of the
Company until such time as such withholding is required on amounts
included in the gross income of the Optionee as a result of the
exercise of an Option. At such time, the Committee, in its discretion,
may require an Optionee to pay to the Company the amount that the
Committee deems necessary to satisfy its obligation to withhold such
taxes incurred by reason of the exercise of the Option, in which case
the shares of Common Stock of the Company will be released from escrow
to the Optionee. Alternatively, subject to acceptance by the
Committee in its sole discretion, an Optionee may make a written
election to have shares of Common Stock of the Company held in escrow
to be applied toward the Companys obligation to withhold such taxes
incurred by reason of the exercise of the Option, or to deliver
previously owned shares for such purpose, in either case based on
the Fair Market Value of the shares on the date of the termination
of the escrow arrangement. Upon application of such shares toward the
Companys withholding obligation, any shares of Common Stock of the
Company held in escrow and not, in the judgment of the Committee,
necessary to satisfy such withholding obligation shall be released
from escrow to the Optionee. In addition, subject to acceptance by
the Committee in its sole discretion, an Optionee may make a written
election to have shares of Common Stock withheld by the Company from
the shares otherwise to be received upon exercise of an Option or to
deliver to the Company previously owned shares, in either case to
satisfy any additional federal, state or local income or other taxes
applicable to the Optionee and the particular transaction, up to the
maximum marginal tax rates, whether in the case of an Option exercise
whose taxability is immediate or an Option exercise whose taxability
is deferred. The number of shares so withheld or delivered shall have
an aggregate Fair Market Value on the date withholding is required
sufficient to satisfy the applicable withholding taxes or to satisfy
taxes up to the maximum marginal tax rate as and to the extent
elected by an Optionee.

13.    DEFINITION: As used in the
Plan, the term subsidiary shall have
the meaning assigned to such term in Section 424 of the Code and in
addition shall include both foreign and domestic subsidiaries and
any corporation which becomes a subsidiary after the date of adoption
of the Plan.

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EXHIBIT 1

BOWNE & CO., INC.
 
INCENTIVE STOCK OPTION AGREEMENT

For valuable consideration, receipt of which is hereby acknowledged,
Bowne & Co., Inc., a New York corporation (the Company), hereby
grants to (the Optionee), whose address is
     
                  , an
Incentive Stock Option (Option), subject to the terms and
conditions of the 1992 Stock Option Plan of the Company (the Plan),
which Plan is incorporated herein by reference.

The Optionee may
purchase from the Company an aggregate of
            shares of
the Common Stock of the Company at an Option Price of
        per share.

The Optionee may purchase the aforesaid shares on the terms
determined at the time this Option was granted by a committee of the
Board of Directors consisting of at least two non-employee directors
(the Committee). Those terms, including the Termination Date, are
as follows:

This Option shall,
during the Optionees lifetime, be exercisable
only by him, and neither it nor any right hereunder shall be
transferable otherwise than by will or the laws of descent and
distribution or be subject to attachment, execution or other similar
process. In the event of any attempt by the Optionee to alienate,
assign, pledge, hypothecate or otherwise dispose of this Option or of
any right hereunder, except as provided for in the Plan, or in the
event of any levy or any attachment, execution or similar process
upon the rights or interest hereby conferred, the Committee may
terminate this Option by notice to the Optionee and it shall
thereupon become null and void.

Subject to the provisions of the Plan, this Option may be exercised
by written notice to the Company stating the number of shares with
respect to which it is being exercised and (i) accompanied by payment
of the Option Price by certified or bank cashiers check payable to
the order of the Company in New York Clearing House funds or,
(ii) if
acceptable to the Committee, by surrender or delivery to the Company
of shares of its Common Stock with a fair market value (as defined in
the Plan) equal to or less than the Option Price or through a written
election of the Optionee to have shares of Common Stock with a fair
market value (as defined in the Plan) equal to or less than the
Option Price withheld from the shares the Optionee would otherwise
receive, plus delivery of a certified or bank cashiers check for any
difference. As soon as practicable after receipt of such notice and
payment, the Company shall, without transfer or issue tax or other
incidental expense to the Optionee, deliver to the Optionee at the
office of the Company or such other place as may be mutually
acceptable, or, at the election of the Company, by first-class
insured mail addressed to the Optionee at his address shown in the
employment records of the Company or at the location at which he is
employed by the Company or a subsidiary, a certificate or
certificates for previously unissued shares or reacquired shares of
its Common Stock, as the Company may elect.

The Company may postpone the time of delivery of certificates for
shares of its Common Stock for such additional time as the Company
shall deem necessary or desirable to enable it to comply with the

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listing requirements of any securities exchange upon which the Common
Stock of the Company may be listed, or the requirements of the
Securities Act of 1933 or the Securities Exchange Act of 1934 or any
Rules or Regulations of the Securities and Exchange Commission
promulgated thereunder or the requirements of applicable state laws
relating to authorization, issuance or sale of securities.

If the Optionee fails to accept delivery of the shares of Common
Stock of the Company upon tender of delivery thereof, his right to
exercise this Option with respect to such undelivered shares may be
terminated.

If prior to the Termination Date the Optionee should cease to be
employed by the Company or die while in the employ of the Company,
paragraph 6(f) or 6(g) of the Plan will apply. This Option shall be
wholly void and of no effect after the Termination Date.

The Optionee agrees to notify the Company in writing, within thirty
days, of any disposition (whether by sale, exchange, gift or
otherwise) of shares of Common Stock acquired by the Optionee pursuant
to the exercise of this Option, within two years from the date of the
granting of this Option or within one year of the transfer of such
shares to the Optionee.

IN WITNESS WHEREOF,
BOWNE & CO., INC. has caused this Option to be
executed by one of its officers thereunto duly authorized, as of the
day of          .

| |                                                                        
| | -----------------------------------------------------------------------
| | BOWNE & CO., INC.
     By_____________________________
          Title:

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EXHIBIT 2

BOWNE & CO., INC.
 

NON-QUALIFIED STOCK OPTION AGREEMENT

For valuable consideration, receipt of which is hereby acknowledged,
Bowne & Co., Inc., a New York corporation (the Company), hereby
grants to               (the Optionee), whose address is                         ,
a Non-Qualified Stock Option (Option) subject to the terms and
conditions of the 1992 Stock Option Plan of the Company (the Plan),
which Plan is incorporated herein by reference.

The Optionee may purchase from the Company an aggregate of        shares of
the Common Stock of the Company at an Option Price of          per share.

The Optionee may purchase the aforesaid shares on the terms
determined at the time this Option was granted by a committee of the
Board of Directors consisting of at least two non-employee directors
(the Committee). Those terms, including the Termination Date, are
as follows:

This Option shall, during the Optionees lifetime, be exercisable
only by him, and neither it nor any right hereunder shall be
transferable otherwise than by will or the laws of descent and
distribution or be subject to attachment, execution or other similar
process. In the event of any attempt by the Optionee to alienate,
assign, pledge, hypothecate or otherwise dispose of this Option or
any right hereunder, except as provided for in the Plan, or in the
event of any levy or any attachment, execution or similar process
upon the rights or interest hereby conferred, the Committee may
terminate this Option by notice to the Optionee and it shall
thereupon become null and void.

Subject to the provisions of the Plan, this Option may be exercised
by written notice to the Company stating the number of shares with
respect to which it is being exercised and (i) accompanied by payment
of the Option Price by certified or bank cashiers check payable to
the order of the Company in New York Clearing House funds or,
(ii) if
acceptable to the Committee, by surrender or delivery to the Company
of shares of its Common Stock with a fair market value (as defined in
the Plan) equal to or less than the Option Price or through a written
election of the Optionee to have shares of Common Stock with a fair
market value (as defined in the Plan) equal to or less than the Option
Price withheld from the shares the Optionee would otherwise receive,
plus delivery of a certified or bank cashiers check for any
difference. As soon as practicable after receipt of such notice and
payment, the Company shall, without transfer or issue tax or other
incidental expense to the Optionee, deliver to the Optionee at the
offices of the Company or such other place as may be mutually
acceptable, or, at the election of the Company, by first-class
insured mail addressed to the Optionee at his address shown in the
employment records of the Company or at the location at which he is
employed by the Company or a subsidiary, a certificate or
certificates for previously unissued shares or reacquired shares of
its Common Stock, as the Company may elect.

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The Company may postpone the time of delivery of certificates for
shares of its Common Stock for such additional time as the Company
shall deem necessary or desirable to enable it to comply with the
listing requirements of any securities exchange upon which the Common
Stock of the Company may be listed, or the requirements of the
Securities Act of 1933 or the Securities Exchange Act of 1934 or any
Rules or Regulations of the Securities and Exchange Commission
promulgated thereunder or the requirements of applicable state laws
relating to authorization, issuance or sale of securities.

If the Optionee fails to accept delivery of the shares of Common
Stock of the Company upon tender of delivery thereof, his right to
exercise this Option with respect to such undelivered shares may be
terminated.

If prior to the Termination Date the Optionee should cease to be
employed by the Company or die while in the employ of the Company,
paragraph 6(f) or 6(g) of the Plan will apply. This Option shall be
wholly void and of no effect after the Termination Date.

IN WITNESS WHEREOF,
BOWNE & CO., INC. has caused this Option to be
executed by one of its officers thereunto duly authorized, as of the
     day
of               .



| |                                                                           
| | --------------------------------------------------------------------------
| | BOWNE & CO., INC.
 
     By _____________________________
          Title:

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