CHEMFAB CORPORATION

       THIRD AMENDED AND RESTATED 1991 STOCK OPTION PLAN


      1.    Definitions.   As used in this Third  Amended  and
Restated  1991  Stock Option Plan of Chemfab Corporation,  the
following terms shall have the following meanings:

      Annual  Shareholders  Meeting  shall  have  the  meaning
ascribed to it in Section 6.

      As  Adjusted means as appropriately adjusted  for  stock
dividends payable in the Stock, split-ups and contractions  of
the  Stock, reclassifications of the Stock, or similar changes
of  the outstanding shares of the Stock which occur after  the
date of adoption of this Third Amended and Restated 1991 Stock
Option Plan by the Board of Directors.

      Automatic Grant Date shall have the meanings ascribed to
it in Section 6(a) and (b), as applicable.

       Board  of  Directors  means  the  Company's  board   of
directors.

      Code means the Federal Internal Revenue Code of 1986, as
amended.

      Committee  means a committee comprised of  two  or  more
Nonemployee  Directors, appointed by the Board  of  Directors,
responsible for the administration of the Plan, as provided in
Section 4; provided, that the Board of Directors itself may at
any  time,  in  its  sole  discretion,  exercise  any  or  all
functions  and  authority of the Committee,  except  that  the
Committee  shall  have  exclusive authority  to  exercise  its
functions  and authority in respect of selection  of  officers
and   directors   who  are  not  Nonemployee   Directors   for
participation in and decisions concerning a grant or award  of
an  Option to any of such persons and the matters set forth in
clauses  (b)  through (h) of Section 4 (and any other  matters
concerning the timing, pricing and amount of a grant or award)
in respect of any such persons.

       Company   means   Chemfab   Corporation,   a   Delaware
corporation.

      Grant Date means the date on which an Option is granted,
as specified in Section 8 or, as applicable, in Section 6.

     Incentive Option means an Option which by its terms is to
be  treated as an "incentive stock option" within the  meaning
of Section 422 of the Code.

      Market Value means the closing price for a share of  the
Stock on any date.

      Nonemployee Director means a director of the Company who
is not an officer or employee of the Company.

      Nonstatutory  Option means any Option  that  is  not  an
Incentive Option.

      Option  means an option to purchase shares of the  Stock
granted under the Plan.

      Option  Agreement means an agreement between the Company
and an Optionee, setting forth the terms and conditions of  an
Option.

      Option  Price means the price paid or to be paid  by  an
Optionee for a share of Stock upon exercise of an Option.

     Optionee means a person eligible to receive an Option, as
provided  in  Section  7, to whom an Option  shall  have  been
granted under the Plan.

      Plan  means this Third Amended and Restated  1991  Stock
Option Plan of the Company.

      Stock  means common stock, par value $.10 per share,  of
the Company.

      Ten  Percent Owner means a person who owns, or is deemed
within  the meaning of Section 422(b)(6) of the Code  to  own,
stock  possessing more than 10% of the total  combined  voting
power of all classes of stock of the Company (or its parent or
subsidiary  corporations).  Whether a person is a Ten  Percent
Owner shall be determined with respect to each Option based on
the facts existing immediately prior to the Grant Date of such
Option.

      Vesting  Year  for any portion of any  Incentive  Option
means  the  calendar year in which that portion of the  Option
first becomes exercisable.

       2.    Purpose.   The  Plan  is  intended  to  encourage
ownership of the Stock by key employees and directors of,  and
consultants  to,  the  Company and  its  subsidiaries  and  to
provide  additional incentive for them to promote the  success
of the Company's business.  The Plan is intended to qualify as
an  incentive stock option plan within the meaning of  Section
422  of  the  Code and to provide for the grant  of  Incentive
Options and Nonstatutory Options.

      3.    Term of the Plan.  Options under the Plan  may  be
granted not later than August 27, 2001.

      4.   Administration.  The Plan shall be administered  by
the   Committee.   Subject  to  the  provisions  of  the  Plan
(including, without limitation, the provisions of Sections  6,
9 and 10), the Committee shall have complete authority, in its
discretion, to make the following determinations with  respect
to  each  Option to be granted by the Company:   (a)  the  key
employee,  director or consultant to receive the  Option;  (b)
whether  the  Option (if granted to an employee)  will  be  an
Incentive  Option or a Nonstatutory Option; (c)  the  time  of
granting  the  Option; (d) the number of shares of  the  Stock
subject  to the Option; (e) the Option Price; (f) the  vesting
schedule,   if  any,  over  which  the  Option  shall   become
exercisable; (g) the expiration date of the Option (which  may
not  be  more  than  ten (10) years after the  date  of  grant
thereof); and (h) the restrictions, if any, to be imposed upon
transfer of shares of the Stock purchased by the Optionee upon
the  exercise  of  the Option.  Subject to the  provisions  of
Section  6,  the  Committee shall have complete  authority  to
interpret the Plan, to prescribe, amend and rescind rules  and
regulations  relating  to  it,  to  determine  the  terms  and
provisions of the respective Option Agreements (which need not
be  identical), and to make all other determinations necessary
or   advisable  for  the  administration  of  the  Plan.   The
Committee's determination on the matters referred to  in  this
Section 4 shall be conclusive.

      5.    Stock  Subject  to  the  Plan.   The  Plan  covers
1,950,000  shares  of  the  Stock, subject,  however,  to  the
provisions of Section 12 of the Plan.  The number of shares of
the  Stock  purchased pursuant to the exercise of Options  and
the  number  of  shares  of the Stock subject  to  outstanding
Options  shall  be charged against the shares covered  by  the
Plan;  but  shares  of  the  Stock subject  to  Options  which
terminated  without being exercised shall not be  so  charged.
Shares  of the Stock to be issued upon the exercise of Options
may be either authorized but unissued shares or shares held by
the  Company  in  its  treasury.  If  any  Option  expires  or
terminates  for  any reason without having been  exercised  in
full,  the  shares  not purchased thereunder  shall  again  be
available for Options thereafter to be granted.

       6.     Automatic  Grants  of  Options  to   Nonemployee
Directors.

       (a)    Directors  Elected  or  Re-Elected   at   Annual
Shareholders  Meeting or Special Meeting  in  Lieu  of  Annual
Meeting.  Each individual who is not an officer or employee of
the  Company  who  is elected or re-elected to  the  Board  of
Directors at an annual shareholders meeting or special meeting
in  lieu of annual meeting (an "Annual Shareholders Meeting"),
or  continues  to  serve  as  a  director  after  such  Annual
Shareholders Meeting, is hereby granted, on the date  of  such
meeting (as used in or with reference to this Section 6(a), an
"Automatic  Grant  Date"), a Nonstatutory Option  to  purchase
6,000  shares  of the Stock (As Adjusted).  Each  Nonstatutory
Option  granted to an Optionee under this Section  6(a)  shall
(1)  have an exercise price equal to 100% of the Market  Value
of  the  Stock  on the Automatic Grant Date,  and  (2)  become
exercisable in four (4) equal installments as follows: 25%  on
the Automatic Grant Date, an additional 25% on the last day of
the  fiscal  quarter which includes the Automatic  Grant  Date
(unless the Automatic Grant Date is itself the last day  of  a
fiscal  quarter, in which case this second 25%  portion  shall
become   exercisable  on  the  last  day  of  the  immediately
subsequent fiscal quarter), and an additional 25% on the  last
day  of  each of the next two fiscal quarters, if the Optionee
remains a director of the Company on such dates.

      (b)   Directors Elected at Other Times.  Each individual
who  is  not  an  officer or employee of the  Company  who  is
elected to the Board of Directors on a date other than the day
of  an  Annual  Shareholders  Meeting  (as  used  in  or  with
reference  to this Section 6(b), such date being an "Automatic
Grant Date") is hereby granted, on the Automatic Grant Date, a
Nonstatutory  Option to purchase the number of shares  of  the
Stock  set  forth  below,  based on  the  number  of  quarters
remaining  in  the fiscal year during which he or  she  is  so
elected, which option shall become exercisable if the Optionee
remains a director of the Company as set forth below:

           (1)  If such individual is elected after the day of
an  Annual Shareholders Meeting but on or before December  31,
he  or she is hereby granted a Nonstatutory Option to purchase
4,500  shares  of the Stock (As Adjusted), 33  1/3%  of  which
shall become exercisable on each of December 31, March 31  and
June  30 of the fiscal year of such director's election if  he
or she remains a director on such dates.

           (2)   If  such individual is elected  on  or  after
January  1  but  on or before March 31, he or  she  is  hereby
granted a Nonstatutory Option to purchase 3,000 shares of  the
Stock (As Adjusted), 50% of which shall become exercisable  on
each  of  March  31  and June 30 of the fiscal  year  of  such
director's  election if he or she remains a director  on  such
dates.

          (3)  If such individual is elected on or after April
1  but  on  or before June 30, he or she is hereby  granted  a
Nonstatutory Option to purchase 1,500 shares of the Stock  (As
Adjusted) which shall become fully exercisable on June  30  of
the  fiscal  year of such director's election  if  he  or  she
remains a director on such date.

Each  Option  granted to a director under  this  Section  6(b)
shall have an exercise price equal to 100% of the Market Value
of the Stock on the Automatic Grant Date.

     7.   Eligibility.  An Option may be granted only to a key
employee, director or consultant of the Company or one or more
of  its  subsidiaries, provided that no Options may be granted
to  any Nonemployee Director except pursuant to the provisions
of  Section  6, and provided, further, that Incentive  Options
may be granted only to a key employee of the Company or one or
more of its subsidiaries.

     8.   Time of Granting Options.  Subject to the provisions
of  Section 6, the granting of an Option shall take  place  at
the  time  specified by the Committee.  Only if  expressly  so
provided by the Committee shall the Grant Date be the date  on
which  an  Option Agreement shall have been duly executed  and
delivered by the Company and the Optionee.

     9.   Option Price.  The Option Price under each Incentive
Option shall be not less than 100% of the Market Value of  the
Stock  on the Grant Date, or not less than 110% of the  Market
Value of the Stock on the Grant Date if the Optionee is a  Ten
Percent  Owner.   The  Option Price  under  each  Nonstatutory
Option  shall not be so limited by reason of this  Section  9,
and need not be fair market value.

     10.  Option Period.  No Incentive Option may be exercised
later  than  the fifth anniversary of the Grant  Date  if  the
Optionee is a Ten Percent Owner.  The option period under  any
Nonstatutory Option shall not be so limited by reason of  this
Section 10.

      11.   Limit  on  Incentive Option Characterization.   No
Incentive  Option shall be considered an Incentive  Option  to
the  extent  that  pursuant to its terms it would  permit  the
Optionee  to  purchase for the first time in any Vesting  Year
under that Incentive Option more than the number of shares  of
Stock  calculated by dividing the current limit by the  Option
Price.   The  current limit for any Optionee for  any  Vesting
Year shall be $100,000 minus the aggregate Market Value at the
date  of grant of the number of shares of Stock available  for
purchase  for  the first time in the Vesting Year  under  each
other Incentive Option granted to the Optionee under the  Plan
and  each other incentive stock option granted to the Optionee
after December 31, 1986 under any other incentive stock option
plan   of   the   Company  (and  any  parent  and   subsidiary
corporations).

     12.  Exercise of Option.

      (a)   Unless  the  Committee otherwise  determines,  and
except  as otherwise provided in Section 6, all Options  shall
permit  the  Optionee to exercise, cumulatively,  25%  of  the
option  shares on each of the first four anniversary dates  of
the  Grant  Date.  The Optionee shall give written  notice  of
exercise to the Company.  The notice shall specify the  number
of  shares of the Stock which the Optionee elects to purchase.
For shares of the Stock which the Optionee elects to purchase,
the  Optionee shall, except as otherwise permitted by  Section
12(c)  below, enclose a personal check equal to the  aggregate
option price payable with respect to such shares.  Subject to,
and  promptly after, the Optionee's compliance with all of the
provisions of this Section 12(a), the Company shall deliver or
cause  to be delivered to the Optionee a certificate  for  the
number  of shares of the Stock then being purchased by him  or
her.   If  any law or applicable regulation of the  Securities
and  Exchange Commission or other body having jurisdiction  in
the premises shall require the Company or the Optionee to take
any  action  in  connection with shares  of  the  Stock  being
purchased upon exercise of the Option, exercise of the  Option
and  delivery  of  the  certificate or certificates  for  such
shares  (including, without limitation, any  exercise  of  the
Option and delivery of the certificate or certificate for such
shares  in accordance with the procedures set forth in Section
12(c)  below)  shall  be  postponed until  completion  of  the
necessary  action,  which  shall be  taken  at  the  Company's
expense.   Each  outstanding Option shall be  reduced  by  one
share  for each share of the Stock purchased upon exercise  of
the Option.

      (b)  The Company's obligation to deliver shares of Stock
upon  exercise of an Option shall be subject to the Optionee's
satisfaction of all applicable federal, state and local income
and  employment  tax  withholding obligations.   The  Optionee
shall  satisfy  such obligations by making a  payment  of  the
requisite  amount in cash or by check, unless the Optionee  is
entitled  to and has elected to effect such payment through  a
"cashless" exercise in accordance with Section 12(c) below.

      (c)  In lieu of enclosing a personal check together with
the  written notice of exercise as described in Section  12(a)
above,  an  Optionee that is not subject to the provisions  of
Section 16 of the Securities Exchange Act of 1934, as amended,
and  the  rules  and  regulations  promulgated  thereunder  (a
"Qualified  Optionee"), may, unless prohibited  by  applicable
law,  elect  to effect payment by including with  the  written
notice  of  exercise  referred  to  in  Section  12(a)   above
irrevocable  instructions to deliver for sale to a  registered
securities broker acceptable to the Company a number of shares
of  Stock  subject  to the Option being exercised  sufficient,
after  brokerage  commissions, to cover the  aggregate  option
price  payable  with  respect  to  such  shares  and,  if  the
Qualified  Optionee  further elects, the Qualified  Optionee's
withholding  obligations under Section 12(b) with  respect  to
such  exercise, together with irrevocable instructions to such
broker  to  sell  such  shares and to remit  directly  to  the
Company  such  aggregate option price and,  if  the  Qualified
Optionee  has  so  elected,  the amount  of  such  withholding
obligations.  The Company shall not be required to deliver  to
such  securities broker any stock certificate for such  shares
until  it  has received from the broker such aggregate  option
price  and,  if  the Qualified Optionee has  so  elected,  the
amount of such withholding obligations.

      13.   Transferability of Options.  Options shall not  be
transferable,  otherwise than by will or the laws  of  descent
and  distribution, and may be exercised during the life of the
Optionee only by the Optionee.

      14.   Termination of Employment, Disgorgement of Certain
Profits.

           (a)   If  an  Optionee ceases to  be  an  employee,
director  or  consultant  of  the  Company  or  any   of   its
subsidiaries  for  any  reason other  than  retirement  of  an
employee  or  death of an Optionee, any Option  held  by  that
Optionee  may be exercised by the Optionee at any time  within
90  days after the termination of such relationship, but  only
to the extent exercisable at termination and in no event after
the  option  period.   If an Optionee enters  retirement  from
employment  or dies, any Option held by that Optionee  may  be
exercised  by  the  Optionee  or the  Optionee's  executor  or
administrator  at any time within the shorter  of  the  option
period or 12 months after the date of retirement or death, but
only  to  the  extent  exercisable  at  retirement  or  death.
Options  which are not exercisable at the time of  termination
of  such relationship or which are so exercisable but are  not
exercised  within  the  time  periods  described  above  shall
terminate.   Military  or sick leave shall  not  be  deemed  a
termination  under this Section 14 provided that it  does  not
exceed  the longer of 90 days or the period during  which  the
rights  of  the  absent employee, director or  consultant  are
guaranteed by statute or by contract.

           (b)   If,  during the twelve-month period following
the   cessation  of  an  Optionee's  employment  with,  and/or
directorship of, and/or consultancy for, the Company or any of
its  subsidiaries, as the case may be, and regardless  of  the
reason  or absence of reason for such cessation (the  date  of
which   cessation  hereinafter,  a  "Cessation  Date"),   said
Optionee  engages  directly  or indirectly  in  any  business,
activity  or  enterprise which diverts business  from,  is  in
conflict  with,  causes  a  competitive  disadvantage  to,  or
otherwise adversely affects the interests or business of,  the
Company  or  any  of  its  subsidiaries,  the  Optionee  shall
automatically  owe  to  the Company, and  shall  promptly  and
without demand pay to the Company, with respect to each  share
of  Stock  issued  to the Optionee upon the  full  or  partial
exercise  of  each Option exercised by the Optionee  from  and
after  that  date  which  is nine  (9)  months  prior  to  the
Optionee's  Cessation Date, an amount equal to the  excess  of
Market  Value of such share on the date of exercise  over  the
Option  Price  paid by the Optionee for such  share;  provided
that,  on  a  case by case basis, a majority of  disinterested
members  of  the Board of Directors or the Committee  may,  in
their sole discretion, waive enforcement of this provision, in
whole  or  in  part; and provided further that no such  waiver
shall be deemed a waiver of enforcement in any other instance.
The  provisions of this Section 14(b) shall be applicable only
with respect to Options granted on or after August 5, 1997.

      15.   Adjustment of Number of Shares; Fractional Shares.
Each  Option Agreement shall provide that in the event of  any
stock  dividend  payable  in the  Stock  or  any  split-up  or
contraction  in  the number of shares of  the  Stock,  or  any
reclassification or change of outstanding shares of the Stock,
in each case occurring after the date of such Option Agreement
and  prior  to the exercise in full of the Option, the  number
and  kind  of  shares for which the Option may  thereafter  be
exercised shall be proportionately and appropriately adjusted.
Each  Option  Agreement shall further provide  that  upon  any
consolidation  or merger of the Company with or  into  another
company,  or  any  sale or conveyance to  another  company  or
entity  of  the  property of the Company as a  whole,  or  the
dissolution  or liquidation of the Company, the  Option  shall
terminate,  but  the  Optionee (if at the  time  an  employee,
director  or  consultant  of  the  Company,  or  any  of   its
subsidiaries,   as   appropriate)  shall   have   the   right,
immediately  prior to such event, to exercise the  Option,  to
the  extent  then exercisable by its terms and not theretofore
exercised.   No  fraction of a share of  the  Stock  shall  be
purchasable or deliverable, but in the event any adjustment of
the  number of shares of the Stock covered by the Option shall
cause  such  number to include a fraction  of  a  share,  such
fraction shall be adjusted to the nearest smaller whole number
of  shares.  In the event of changes in the outstanding  Stock
by  reason  of  any  stock  dividend,  split-up,  contraction,
reclassification, or change of outstanding shares of the Stock
of  the nature contemplated by this Section 15 after the  date
of adoption of this Plan by the Board of Directors, the number
of  shares of the Stock available for the purpose of the  Plan
as  stated  in Section 5 and the exercise price per  share  of
each Option shall be correspondingly adjusted.

      16.   Stock  Reserved.  The Company shall at  all  times
during the term of the Options reserve and keep available such
number of shares of the Stock as will be sufficient to satisfy
the requirements of this Plan and shall pay all other fees and
expenses  necessarily  incurred by the Company  in  connection
therewith.

      17.  Limitation of Rights in Option Stock.  The Optionee
shall  have no rights as stockholder in respect of  shares  of
the  Stock  as to which his or her Option shall not have  been
exercised,  certificates issued and delivered and  payment  as
herein  provided made in full, and shall have no  rights  with
respect to such shares not expressly conferred by this Plan.

      18.   Purchase for Investment.  The Optionee shall  make
such representations with respect to investment intent and the
method  of  disposal of optioned shares of the  Stock  as  the
Board  of  Directors  may deem advisable in  order  to  assure
compliance with applicable securities laws.

      19.   Termination and Amendment of Plan.  The  Board  of
Directors  may  at any time terminate the Plan  or  make  such
modifications  of  the  Plan  as  it  shall  deem   advisable,
provided,  that the Board of Directors may not (a)  except  as
provided in Section 15, without approval by the holders  of  a
majority  of the shares represented within twelve (12)  months
after  the  adoption  of  such  amendment  by  the  Board   of
Directors, increase the maximum number of shares available for
option  under  the  Plan  or extend the  period  during  which
Options  may be granted or exercised or (b) more than once  in
any  six (6) month period, amend the Plan so as to (1)  modify
Section 6 or (2) otherwise provide for or permit the grant  of
Options to Nonemployee Directors, provided, however, that  the
Board  of  Directors may make a modification of the  type  set
forth  in  clause  (b)(1) or (b)(2) above  which  is  made  to
comport  with  changes  in the Code, the  Employee  Retirement
Income  Security  Act of 1974, as amended, or  the  rules  and
regulations  under  either such statute.   No  termination  or
amendment of the Plan may, without the consent of the Optionee
to  whom  any  Option  shall theretofore  have  been  granted,
adversely  affect  the  rights of  that  Optionee  under  that
Option.

      20.   Effective Date.  The Company's 1991  Stock  Option
Plan was initially adopted by the Board of Directors on August
28,  1991, and was approved by the stockholders of the Company
on  October 31, 1991.  The Company's Amended and Restated 1991
Stock  Option  Plan was approved by the Board of Directors  on
September 8, 1993, and was approved by the stockholders of the
Company  on  October 27, 1993.  The addition of Section  6(c),
which  did  not require shareholder approval, was approved  by
the  Board  of  Directors  on October  27,  1993.   The  First
Amendment  to  the Company's Amended and Restated  1991  Stock
Option  Plan was approved by the Board of Directors on  August
3,  1995, and was approved by the stockholders of the  Company
on  October  26, 1995.  The 3-for-2 stock split of  the  Stock
(effected  on  February 22, 1996) and the Second Amendment  to
the  Company's  Amended and Restated 1991 Stock  Option  Plan,
neither  of which required shareholder approval, were approved
by  the  Board of Directors on February 1, 1996.  The deletion
of  Section  6(c), which did not require shareholder  approval
was  approved by the Board of Directors on May 1,  1997.   The
increase in the number of shares authorized for issuance under
the  Plan  to 1,950,000 shares, was approved by the  Board  of
Directors  on  August  5,  1997  and  was  approved   by   the
stockholders of the Company on October 30, 1997.  Revisions to
Section  14 of the Plan, regarding the disgorgement of certain
profits, did not require shareholder approval and was approved
by  the  Board  of  Directors on August 5, 1997.   This  Third
Amended  and Restated 1991 Stock Option Plan incorporates  all
amendments to the Plan as of October 30, 1997.