Exhibit 10(l)


                                             Shareholder Approved
                                             5/10/93

                        Amended by the Board of Directors 1/13/97




                     OMNIBUS SECURITIES PLAN
                               OF
                   PHILLIPS PETROLEUM COMPANY
                     (Amended and Restated)


Section 1.  Purpose and Establishment.

The purpose of the Omnibus Securities Plan of Phillips Petroleum
Company (the "Plan") is to benefit the Company's stockholders by
encouraging high levels of performance by individuals whose
performance is a key element in achieving the Company's continued
financial and operational success, and to enable the Company to
recruit, reward, retain and motivate employees to work as a team to
achieve the Company's mission of being the top performer in each of
our businesses by rewarding the creation of shareholder value.

The Omnibus Securities Plan of Phillips Petroleum Company shall
become effective January 1, 1993 upon its adoption by the Company's
stockholders at the 1993 Annual Meeting.


Section 2.  Definitions.

For purposes of the Plan, the following terms, as used herein,
shall have the meaning specified:

(a)  "Award" or "Awards" means an award granted pursuant to Section
     4 hereof.

(b)  "Award Agreement" means an agreement described in Section 5
     hereof entered into between the Company and a Participant,
     setting forth the terms, conditions and any limitations
     applicable to the Award granted to the Participant.



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(c)  "Beneficiary" means a person or persons designated by a
     Participant to receive, in the event of death, any unpaid
     portion of an Award held by the Participant.  Any Participant
     may, subject to such limitations as may be prescribed by the
     Committee, designate one or more persons primarily or contin-
     gently as beneficiaries in writing upon forms supplied by and
     delivered to the Company, and may revoke such designations in
     writing.  If a Participant fails effectively to designate a
     beneficiary, then the Award will be paid in the following
     order of priority:
     (i)       Surviving spouse;
     (ii)      Surviving children in equal shares;
     (iii)     To the estate of the Participant.

(d)  "Board" means the Board of Directors of the Company as it may
     be comprised from time to time.

(e)  "Code" means the Internal Revenue Code of 1986, as amended
     from time to time, or any successor statute.

(f)  "Committee" means the Compensation Committee of the Board or
     any successor committee with substantially the same responsi-
     bilities.

(g)  "Company" means Phillips Petroleum Company, a Delaware
     corporation or any successor corporation.

(h)  "Disability" shall mean the inability, in the opinion of the
     Company's group life insurance carrier, of a Participant,
     because of an injury or sickness, to work at a reasonable
     occupation which is available with the Company or at any
     gainful occupation which the Participant is or may become
     fitted.


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(i)  "Employee" means any individual who is a salaried employee of
     the Company or any Participating Subsidiary.

(j)  "Exchange Act" means the Securities Exchange Act of 1934, as
     amended and in effect from time to time, or any successor
     statute.

(k)  "Fair Market Value" in reference to the common Stock of the
     Company means

     (i)  the average of the reported highest and lowest sale
          prices per share of such Stock as reported on the composite
          tape of New York Stock Exchange transactions (or such
          other reporting system as shall be selected by the
          Committee) on the relevant date; or

    (ii)  in the absence of reported sales on that date, the
          average of the reported highest and lowest sales prices
          per share on the last previous day for which there was a
          reported sale.

     The Committee shall determine the Fair Market Value of any
     security that is not publicly traded, using such criteria as
     it shall determine, in its sole discretion, to be appropriate
     for such valuation.

(l)  "Insider" means any person who is subject to Section 16 of the
     Exchange Act.

(m)  "Participant" means an Employee who has been designated by the
     Committee to be eligible for an Award pursuant to this Plan.

(n)  "Participating Subsidiary" means a subsidiary of the Company,
     of which the Company beneficially owns, directly or
     indirectly, more than 50% of the aggregate voting power of all
     outstanding classes and series of stock, and one or more
     Employees of which are Participants, or are eligible for
     Awards pursuant to this Plan.


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(o)  "Restricted Stock" means shares of Stock which have certain
     restrictions attached to the ownership thereof, which may be
     issued under Section 4.3.

(p)  "Retirement" means termination of employment with the Company
     or a Participating Subsidiary which qualifies the Employee for
     Retirement as that term is defined in the Retirement Income
     Plan of Phillips Petroleum Company or of the applicable
     retirement plan of a Participating Subsidiary.

(q)  "Rule 16b-3" means Rule 16b-3 promulgated by the Securities
     and Exchange Commission as now in force or as such regulation
     or successor regulation shall be hereafter amended.

(r)  "Section 16" means Section 16 of the Exchange Act or any
     successor regulation and the rules promulgated thereunder as
     they may be amended from time to time.

(s)  "Stock" means shares of Common Stock of the Company, par value
     $1.25.

(t)  "Stock Appreciation Right" means a right, the value of which
     is determined relative to the appreciation in value of shares
     of Stock, which may be issued under Section 4.2.

(u)  "Stock Option" means a right to purchase shares of Stock
     granted pursuant to Section 4.1 and includes Incentive Stock
     Options and Non-Qualified Stock Options as defined in Section
     4.1.


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Section 3.  Eligibility.

Awards may be granted only to Employees who are designated as
Participants from time to time by the Committee.  The Committee
shall determine which Employees shall be Participants, the types of
Awards to be made to Participants and the terms, conditions and
limitations applicable to the Awards.


Section 4.  Awards

Awards may include, but are not limited to, those described in this
Section 4.  The Committee may grant Awards singly, in tandem or in
combination with other Awards, as the Committee may in its sole
discretion determine.  Subject to the other provisions of this
Plan, Awards may also be granted in combination or in tandem with,
in replacement of, or as alternatives to, grants or rights under
this Plan and any other employee plan of the Company.

4.1  Stock Options

A Stock Option is a right to purchase a specified number of shares
of Stock at a specified price during such specified time as the
Committee shall determine.

(a)  Options granted may be either of a type that complies with the
     requirements of incentive stock options as defined in Section
     422 of the Code ("Incentive Stock Options") or of a type that
     does not comply with such requirements ("Non-Qualified
     Options"), provided however, that the aggregate number of
     shares which may be subject to Incentive Stock Options under
     this Plan shall not exceed twenty million (20,000,000) shares
     of Stock.

(b)  The exercise price per share of any Stock Option shall be no
     less than the Fair Market Value per share of the Stock subject
     to the option on the date the Stock Option is granted.


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(c)  A Stock Option may be exercised, in whole or in part, by
     giving written notice of exercise to the Company specifying
     the number of shares of Stock to be purchased.

(d)  The exercise price of the Stock subject to the Stock Option
     may be paid in cash or, at the discretion of the Committee,
     may also be paid by the tender of Stock already owned by the
     Participant, or through a combination of cash and Stock, or
     through such other means the Committee determines are
     consistent with the Plan's purpose and applicable law.  No
     fractional shares of Stock will be issued or accepted.

4.2  Stock Appreciation Rights

A Stock Appreciation Right is a right to receive, upon surrender of
the right, but without payment, an amount payable in cash and/or
shares of Stock under the terms and conditions as the Committee
shall determine.

(a)  A Stock Appreciation Right may be granted in tandem with part
     or all of, in addition to, or completely independent of a
     Stock Option or any other Award under this Plan.  A Stock
     Appreciation Right issued in tandem with a Stock Option may be
     granted at the time of grant of the related Stock Option or at
     any time thereafter during the term of the Stock Option.

(b)  The amount payable in cash and/or shares of Stock with respect
     to each right shall be equal in value to a percent of the
     amount by which the Fair Market Value per share of Stock on
     the exercise date exceeds the exercise price of the Stock
     Appreciation Right.  The applicable percent shall be
     established by the Committee.  The amount payable in shares of
     Stock, if any, is determined with reference to the Fair Market
     Value on the date of exercise.

(c)  Stock Appreciation Rights issued in tandem with Stock Options
     shall be exercisable only to the extent that the Stock Options
     to which they relate are exercisable.  Upon exercise of the
     Stock Appreciation Right, the Participant shall surrender to
     the Company the underlying


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     Stock Option.  Stock Appreciation Rights issued in tandem with Stock
     Options shall automatically terminate upon the exercise of such
     Stock Options.

4.3  Restricted Stock

Restricted Stock is Stock that is issued to a Participant and is
subject to such terms, conditions and restrictions as the Committee
deems appropriate, which may include, but are not limited to,
restrictions upon the sale, assignment, transfer or other disposition
of the Restricted Stock and the requirement of forfeiture of
the Restricted Stock upon termination of employment under certain
specified conditions.  The Committee may provide for the lapse of
any such term or condition or waive any term or condition based on
such factors or criteria as the Committee may determine.  The
Participant shall have, with respect to awards of Restricted Stock,
all of the rights of a shareholder of the Company, including the
right to vote the Restricted Stock and the right to receive any
cash or stock dividends on such Stock.  No more than thirty percent
(30%) of the total number of shares of Stock available for Awards
under the Plan shall be issued during the duration of the Plan as
Restricted Stock.

4.4  Performance Awards

Performance Awards may be granted under this Plan from time to time
based on the terms and conditions as the Committee deems
appropriate provided that such Awards shall not be inconsistent
with the terms and purposes of this Plan.  Performance Awards are
Awards which are contingent upon the performance of all or a
portion of the Company and/or its Subsidiaries or which are
contingent upon the individual performance of a Participant.
Performance Awards may be in the form of performance units,
performance shares and such other forms of performance Awards which
the Committee shall determine.  The Committee shall determine the
performance measurements and criteria for such performance Awards.


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4.5  Other Awards

The Committee may from time to time grant Stock, other Stock based
and non-Stock based Awards under the Plan including without
limitations those Awards pursuant to which Shares of Stock are or
may in the future be acquired, Awards denominated in Stock units,
securities convertible into Stock, phantom securities and dividend
equivalents.  The Committee shall determine the terms and conditions
of such other Stock, Stock based and non-Stock based Awards
provided that such Awards shall not be inconsistent with the terms
and purposes of this Plan.


Section 5.  Award Agreements.

Each Award under this Plan shall be evidenced by an Award Agreement
setting forth the number of shares of Stock or other security,
Stock Appreciation Rights, or units subject to the Award and such
other terms and conditions applicable to the Award as determined by
the Committee.

(a)  Award Agreements shall include the following terms:

     (i)  Non-assignability:
          -----------------
          A provision that the Awards under the Plan other than Awards
          representing Non-Qualified Stock Options shall not be
          assigned, pledged or otherwise transferred except by will or by
          the laws of descent and distribution and that during the
          lifetime of a Participant, an Award other than an Award
          representing Non-Qualified Stock Options shall be exercised
          only by such Participant or by the Participant's guardian or
          legal representative.

    (ii)  Termination of Employment:
          -------------------------
          A provision describing the treatment of an Award in the event
          of the Retirement, Disability, death or other termination of a
          Participant's employment with the Company, including but not
          limited to terms relating to the vesting, time for exercise,
          forfeiture or cancellation of an Award in such circumstances.


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   (iii)  Rights as Stockholder:
          ---------------------
          A provision that a Participant shall have no rights as a
          stockholder with respect to any securities covered by an Award
          until the date the Participant becomes the holder of record.
          Except as provided in Section 8 hereof, no adjustment shall be
          made for dividends or other rights, unless the Award Agreement
          specifically requires such adjustment, in which case,
          grants of dividend equivalents or similar rights shall
          not be considered to be a grant of any other stockholder
          right.

    (iv)  Withholding:
          -----------
          A provision requiring the withholding of applicable taxes
          required by law from all amounts paid in satisfaction of an
          Award.  In the case of an Award paid in cash, the withholding
          obligation shall be satisfied by withholding the applicable
          amount and paying the net amount in cash to the Participant.
          In the case of Awards paid in shares of Stock or other
          securities of the Company, a Participant may satisfy the
          withholding obligation by paying the amount of any taxes in
          cash or, with the approval of the Committee, shares of Stock or
          other securities may be deducted from the payment to
          satisfy the obligation in full or in part as long as such
          withholding of shares does not violate any applicable laws,
          rules or regulations of federal, state or local authorities.
          The number of shares to be deducted shall be determined by
          reference to the Fair Market Value of such shares of Stock on
          the applicable date.

     (v)  Holding Period:
          --------------
          In the case of an Award to an Insider:

          (A)  of an equity security, a provision stating (or the
               effect of which is to require) that such security
               must be held for a least six months (or such longer
               period as the Committee in its discretion speci-
               fies) from the date of acquisition; or

          (B)  of a derivative security with a fixed exercise
               price within the meaning of Section 16, a provision
               stating (or the effect of which is to require) that
               at least six months (or such longer period as the
               Committee in its discretion specifies) must elapse
               from the date of acquisition of the derivative
               security

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               to the date of disposition of the derivative security
               (other than upon exercise or conversion) or its underlying
               equity security; or

          (C)  of a derivative security without a fixed exercise
               price within the meaning of Section 16, a provision
               stating (or the effect of which is to require) that
               at least six months (or such longer period as the
               Committee in its discretion specifies) must elapse
               from the date upon which such price is fixed to the
               date of disposition of the derivative security
               (other than by exercise or conversion) or its
               underlying equity security.

(b)  Award Agreements may include the following terms:

     (i)  Replacement, Substitution, and Reloading:
          ----------------------------------------
          Any provisions

          (A)  permitting the surrender of outstanding Awards or
               securities held by the Participant in order to
               exercise or realize rights under other Awards, or
               in exchange for the grant of new Awards under
               similar or different terms (including the grant of
               reload options), or,

          (B)  requiring holders of Awards to surrender outstanding
               Awards as a condition precedent to the grant of
               new Awards under the Plan.

    (ii)  Transferability of Non-Qualified Stock Options:
          ----------------------------------------------
          Such provisions as the Committee may, in its discretion,
          authorize in any particular case, with respect to all or any
          portion of any Non-Qualified Stock Options to be granted to
          Participant, the transfer by such Participant of any such Non-
          Qualified Stock Options to (a) the spouse, children or
          grandchildren (including in each case stepchildren or step
          grandchildren) of the Participant (all such persons
          collectively "Immediate Family Members":), (b)


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<PAGE>

          a trust or trusts for the exclusive benefit of persons all of
          whom are Immediate Family Members, or (c) a partnership in
          which all partners are Immediate Family Members, provided that
          following any such permitted transfer, subsequent transfers of
          transferred Non-Qualified Stock Options, except by will or the
          laws of descent and distribution, are prohibited.  Following
          any transfer contemplated hereby, the transferred Non-Qualified
          Stock Options shall continue to be subject to all of the terms
          hereof and Administrative Procedure and the Award Agreement
          pursuant to which it was originally granted and the transferee
          shall be obliged to comply in all respects with all of the
          terms and conditions hereof, the Administrative Procedure and
          the Awards Agreement in the same manner as if the transferee
          were a Participant hereunder.

    (ii)  Other Terms:
          -----------
          Such other terms as are necessary and appropriate to effect an
          Award to the Participant including but not limited to the term
          of the Award, vesting provisions, deferrals, any requirements
          for continued employment with the Company, any other
          restrictions or conditions (including performance requirements)
          on the Award and the method by which restrictions or conditions
          lapse, effect on the Award of a Change of Control as
          defined in Section 9, the price, amount or value of
          Awards.


Section 6.  Shares of Stock Subject to the Plan

(a)  Subject to the adjustment provisions of Section 8 hereof, the
     number of Shares for which Awards may be granted in each
     calendar year during any part of which the Plan is in effect
     (including, for the purpose of this limitation, shares of
     Stock which have been or may be the subject of Awards under
     the Prior Plans as defined in Section 17 hereof during such
     year) shall not exceed eight-tenths of one percent (.8%) of
     the total issued and outstanding shares of Stock on December
     31 of the immediately preceding year.  In the event that not
     all of the shares available in one year are used for Awards in
     that year, the number of shares not used


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     for Awards that year shall be carried forward and shall be available
     for Awards in succeeding calendar years in addition to the eight-
     tenths of one percent (.8%) of shares that would otherwise be
     available in such years.

(b)  Any unexercised or undistributed portion of any terminated,
     expired, exchanged, or forfeited Award or Awards settled in
     cash in lieu of shares of Stock shall be available for further
     Awards in addition to those available under Section 6(a)
     hereof.

(c)  For the purposes of computing the total number of shares of
     Stock granted under the Plan, the following rules shall apply
     to Awards payable in Stock or other securities, where appropriate:

     (i)  except as provided in (v) of this Section, each Stock
          Option shall be deemed to be the equivalent of the
          maximum number of shares that may be issued upon exercise
          of the particular Stock Option;

    (ii)  except as provided in (v) of this Section, each other
          Stock-based Award payable in some other security shall be
          deemed to be equal to the number of shares to which it
          relates;

   (iii)  except as provided in (v) of this Section, where the
          number of shares available under the Award is variable on
          the date it is granted, the number of shares shall be
          deemed to be the maximum number of shares that could be
          received under that particular Award;

    (iv)  where one or more types of Awards (both of which are
          payable in shares of Stock or another security) are
          granted in tandem with each other, such that the exercise
          of one type of Award with respect to a number of shares
          cancels an equal number of shares of the other, each
          joint Award shall be deemed to be the equivalent of the
          number of shares under the other; and


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<PAGE>


     (v)  each share awarded or deemed to be awarded under the
          preceding subsections shall be treated as shares of
          Stock, even if the Award is for a security other than
          Stock.

Additional rules for determining the number of shares of Stock
granted under the Plan may be made by the Committee, as it deems
necessary or appropriate.

(d)  The Stock which may be issued pursuant to an Award under the
     Plan may be treasury or authorized but unissued Stock or Stock
     may be acquired, subsequently or in anticipation of the
     transaction, in the open market to satisfy the requirements of
     the Plan.


Section 7.  Administration.

(a)  The Plan and all Awards granted pursuant thereto shall be
     administered by the Committee so as to permit the Plan to
     comply with Rule 16b-3.  A majority of the members of the
     Committee shall constitute a quorum.  The vote of a majority
     of a quorum shall constitute action by the Committee.

(b)  The Committee shall periodically determine the Participants in
     the Plan and the nature, amount, pricing, timing, and other
     terms of Awards to be made to such individuals.

(c)  The Committee shall have the power to interpret and administer
     the Plan.  All questions of interpretation with respect to the
     Plan, the number of shares of Stock or other security, Stock
     Appreciation Rights, or units granted, and the terms of any
     Award Agreements shall be determined by the Committee and its
     determination shall be final and conclusive upon all parties
     in interest.  In the event of any conflict between an Award
     Agreement and the Plan, the terms of the Plan shall govern.

(d)  It is the intent of the Company that the Plan and Awards
     hereunder satisfy and be interpreted in a manner, that, in the
     case of Participants who are or may be Insiders, satisfies the
     applica-


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<PAGE>


     ble requirements of Rule 16b-3, so that such persons
     will be entitled to the benefits of Rule 16b-3 or other
     exemptive rules under Section 16 and will not be subjected to
     avoidable liability thereunder.  If any provision of the Plan
     or of any Award would otherwise frustrate or conflict with the
     intent expressed in this Section 7(d), that provision to the
     extent possible shall be interpreted and deemed amended so as
     to avoid such conflict.  To the extent of any remaining
     irreconcilable conflict with such intent, the provision shall
     be deemed void as applicable to Insiders.

(e)  The Committee may delegate to the officers or employees of the
     Company the authority to execute and deliver such instruments
     and documents, to do all such acts and things, and to take all
     such other steps deemed necessary, advisable or convenient for
     the effective administration of the Plan in accordance with
     its terms and purpose, except that the Committee may not
     delegate any discretionary authority with respect to substantive
     decisions or functions regarding the Plan or Awards
     thereunder as these relate to Insiders including but not
     limited to decisions regarding the timing, eligibility,
     pricing, amount or other material term of such Awards.


Section 8.  Adjustments Upon Changes in Capitalization.

Subject to any required action by the Company's shareholders, in
the event of a reorganization, recapitalization, Stock split, Stock
dividend, exchange of Stock, combination of Stock, merger,
consolidation or any other change in corporate structure of the
Company affecting the Stock, or in the event of a sale by the
Company of all or a significant part of its assets, or any
distribution to its shareholders other than a normal cash dividend,
the Committee may make appropriate adjustment in the number, kind,
price and value of Stock authorized by this Plan and any adjustments
to outstanding Awards as it determines appropriate so as to
prevent dilution or enlargement of rights.


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Section 9.  Change of Control

(a)  In the event of a Change of Control of the Company, in
     addition to any action required or authorized by the terms of
     an Award Agreement, the Committee may, in its discretion,
     recommend that the Board of Directors take any of the following
     actions as a result of, or in anticipation of, any such
     event to assure fair and equitable treatment of the Plan
     Participants:

     (i)  accelerate time periods for purposes of vesting in, or
          realizing gain from, any outstanding Award made pursuant
          to the Plan;

    (ii)  offer to purchase any outstanding Award made pursuant to
          this Plan from the holder for its equivalent cash value,
          as determined by the Committee, as of the date of the
          Change of Control; or

   (iii)  make adjustments or modifications to outstanding Awards
          as the Committee deems appropriate to maintain and
          protect the rights and interests of Plan Participants following
          such Change of Control.

     Any such action approved by the Board of Directors shall be
     conclusive and binding on the Company and all Plan Participants.

(b)  For the purposes of this Section, a "Change of Control" shall
     mean the earliest date on which either of the following events
     shall occur:

     (i)  An individual, entity or group shall acquire, otherwise
          than directly from the Company, beneficial ownership of
          20% or more of the outstanding common stock or voting
          power of the Company, provided that no such individual,
          entity or group shall be deemed to beneficially own any
          securities held by:


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<PAGE>


          (A)  the Company or any of its subsidiaries; or

          (B)  any employee benefit plan of the Company or any of
               its subsidiaries, or

    (ii)  The persons who were directors of Phillips Petroleum
          Company on February 12, 1990, together with those who
          subsequently became directors of Phillips Petroleum
          Company and whose election, or nomination for election by
          the Company's shareholders, was approved by the vote of
          at least a majority of the directors who were directors
          on February 12, 1990, or directors whose nomination or
          election was approved as provided above (the "Continuing
          Directors"), shall cease to constitute a majority of the
          Board or of its successor by merger, consolidation or
          sale of assets.

     However, a majority of the Continuing Directors may approve
     any event described in (a) of this Section and determine, for
     purposes of this Plan that a Change of Control has not
     occurred.


Section 10.  Rights of Employees.

(a)  Status as an eligible Employee shall not be construed as a
     commitment that any Award will be made under the Plan to such
     eligible Employee or to eligible Employees generally.

(b)  Nothing contained in the Plan (or in any other documents
     related to this Plan or to any Award) shall confer upon any
     Employee or Participant any right to continue in the employ or
     other service of the Company or constitute any contract or
     limit in any way the right of the Company to change such
     person's compensation or other benefits or to terminate the
     employment of such person with or without cause.


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<PAGE>



Section 11.    Awards in Foreign Countries.

The Committee shall have the authority to adopt such modifications,
procedures and subplans as may be necessary or desirable to comply
with provisions of the laws of foreign countries in which the
Company or its Participating Subsidiaries may operate to assure the
viability of the benefits of Awards made to Participants employed
in such countries and to meet the purpose of this Plan.


Section 12.  Compliance with Applicable Legal Requirements

No certificate for Stock distributable pursuant to this Plan shall
be issued and delivered unless the issuance of such certificate
complies with all applicable legal requirements including, without
limitation, compliance with the provisions of applicable state
securities laws, the Securities Act of 1933, as amended from time
to time or any successor statute, the Exchange Act and the
requirements of the exchanges on which the Company's Stock may, at
the time, be listed.


Section 13.  Amendment and Termination.

The Board of Directors may at any time amend, suspend or terminate
the Plan.  The Committee may at any time alter or amend any or all
Award Agreements under the Plan to the extent permitted by law.
However, no such action may, without further approval of the
stockholders of the Company, be effective if such approval is
required in order that transactions in Company securities under the
Plan be exempt from the operation of Section 16(b) of the Securities
Exchange Act of 1934 and may not amend the plan so as to

     (i)  increase the number of shares of Stock which may be
          issued under the Plan, except as provided for in Section
          8;

    (ii)  materially modify the requirements as to eligibility for
          participation,


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<PAGE>



   (iii)  materially increase the benefits accruing to Participants
          under the Plan; or

    (iv)  extend the duration beyond the date approved by the
          stockholders.


Section 14.  Unfunded Plan.

The Plan shall be unfunded.  Neither the Company nor the Board of
Directors shall be required to segregate any assets that may at any
time be represented by Awards made pursuant to the Plan.  Neither
the Company, the Committee, nor the Board of Directors shall be
deemed to be a trustee of any amounts to be paid under the Plan.


Section 15.  Limits of Liability.

(a)  Any liability of the Company to any Participant with respect
     to an Award shall be based solely upon contractual obligations
     created by the Plan and the Award Agreement.

(b)  Neither the Company nor any member of the Board of Directors
     or of the Committee, nor any other person participating in any
     determination of any question under the Plan, or in the
     interpretation, administration or application of the Plan,
     shall have any liability to any party for any action taken or
     not taken, in good faith under the Plan.


Section 16.  Duration of the Plan.

This Plan shall become effective on January 1, 1993 upon the
adoption by the Company's stockholders at the 1993 Annual Meeting
and the Committee shall have authority to grant Awards hereunder
until December 31, 2002 subject to the ability of the Board of
Directors to terminate the Plan as provided in Section 13.


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<PAGE>


Section 17.  Termination of Other Plans.

Effective upon the adoption of the Plan by stockholders, no further
grants of options, stock appreciation rights, stock or restricted
stock shall be made under the Company's 1986 Stock Plan and 1990
Stock Plan ("Prior Plans").  Thereafter, all grants and awards made
under the Prior Plans prior to that date shall continue in
accordance with the terms of the Prior Plans.




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