Exhibit 10.4
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                            SI HANDLING SYSTEMS, INC.

                        1992 INCENTIVE STOCK OPTION PLAN

               Amended and Restated Effective as of July 16, 1997


         Section 1. Purpose. The purpose of the 1992 Incentive Stock Option Plan
         ---------  ------- 
(the "Plan") of SI Handling Systems,  Inc. (the  "Corporation") is to assist the
Corporation  and its  subsidiaries  in  attracting  and  retaining  employees of
outstanding  competence by providing an incentive  which permits those employees
responsible for the Corporation's growth to share directly in that growth and to
further the identity of their  interests with those of the  stockholders  of the
Corporation.  No  additional  grants  shall be made  under  the Plan  after  the
effective date of this amendment and restatement of the Plan.

         Section 2.  Administration of the Plan.  The Plan shall be administered
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by a  committee  (the  "Committee")  appointed  by the Board of  Directors  (the
"Board")  of the  Corporation.  The  Committee  members  shall  consist of Board
members who are not employees of the  Corporation or its  subsidiaries,  and may
consist  of  "non-employee  directors"  as  defined  in  Rule  16b-3  under  the
Securities  Exchange Act of 1934 (the "Exchange  Act").  The Board shall appoint
the Chairman of the Committee. Notwithstanding the foregoing, the Board may take
any  administrative  actions under the Plan, in which case all references in the
Plan to the "Committee" shall be deemed to include the Board.

         The Committee  shall have authority in its  discretion,  but subject to
the provisions of the Plan and the  restrictions  of the Internal  Revenue Code,
and regulations promulgated thereunder regarding incentive stock options, (a) to
determine  the terms of all options  granted under the Plan  including,  without
limitation:  (i) the purchase  price of the common stock covered by each option,
(ii) the  employees to whom,  and the time or times at which,  options  shall be
granted,  (iii)  when an option  can be  exercised  and  whether  in whole or in
installments,  and (iv) the number of shares covered by each option,  and (b) to
interpret  the Plan and to make all other  determinations  deemed  necessary  or
advisable for the  administration of the Plan. The Committee's  determination on
the foregoing matters shall be conclusive.  All  determinations of the Committee
shall be made by not less than a majority  of its  members.  The  Committee  may
designate  the  Secretary  or any  employee  of the  Corporation  to assist  the
Committee in the administration of the Plan.

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         Section 3.  Stock  Available.  The stock  subject  to the Plan shall be
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authorized  but  unissued  shares or  treasury  shares  of  common  stock of the
Corporation.  The  amount of such  common  stock  which is hereby  reserved  for
issuance and authorized to be issued pursuant to the Plan is 75,000 shares.  The
number of such shares shall be subject to adjustment in accordance  with Section
11 of this Plan.  Except as provided in Section 9 hereof,  if any option granted
under this Plan shall expire,  terminate or be canceled, for any reason, without
having been exercised in full, the  corresponding  number of unpurchased  shares
which were reserved for issuance upon exercise  thereof shall again be available
for purpose of this Plan.

         Section 4.  Time of Granting of Options.  The  effective  date  of  the
         ---------   ---------------------------
granting of an option (the  "Granting  Date") shall be the date specified by the
Committee  in its  determination  or  designation  relating to the award of such
option,  whereupon a written  option  agreement  shall  promptly be executed and
delivered by or on behalf of the Corporation and the grantee, provided that such
grant of an option shall expire if a written  option  agreement is not signed by
such  grantee and returned to the  Corporation  within 30 days from the Granting
Date.

         Section 5.  Eligibility.  Options may be granted only to key  employees
         ---------   -----------
(which term shall be deemed to include  officers but not  directors  who are not
employees) who on the Granting Date are in the employ of the  Corporation or any
of its present and future subsidiary companies, as defined in Section 425 of the
Internal  Revenue Code as the same shall be amended  from time to time.  Options
may be  granted  to  eligible  employees  whether  or not they hold or have held
options under the Plan or under previously adopted plans. However, no option may
be granted under this Plan to an otherwise eligible employee if, at the time the
option would have been granted but for this provision,  such employee owns stock
of the Corporation possessing more than ten (10%) per cent of the total combined
voting  power of all  classes of stock of the  Corporation  or its  subsidiaries
unless  the  price per share of such  option  is not less than one  hundred  ten
(110%) percent of the fair market value of the Corporation's common stock on the
Granting Date and, the  provisions of Section 8(a) hereof  notwithstanding,  the
term thereof shall be no greater than five (5) years after the Granting Date.

         Section 6.  Option Prices.  The option  price or prices per share to be
         ---------   -------------
specified in each option  agreement  will be  determined by the  Committee,  but
shall not be less than the fair market value of the  Corporation's  common stock
on the Granting Date, as determined by the Committee in accordance with Internal
Revenue Code provisions and regulations from time to time in effect with respect
to incentive stock options under Section 422 of the Internal Revenue Code.



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         Section 7.  Limitations on Incentive Stock Options.   If  the aggregate
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fair  market  value of the stock on the date of the grant with  respect to which
incentive  stock options are  exercisable for the first time by a grantee during
any  calendar  year,  under  the  Plan or any  other  stock  option  plan of the
Corporation or a parent or subsidiary, exceeds $100,000, then the options, as to
the excess, shall be treated as nonqualified stock options.

         Section 8.  Terms of Options.
         ---------   ---------------- 

         (a) Required  Provisions.  Each option  granted under the Plan shall be
             --------------------
nontransferable   other  than  by  will  or  under  the  laws  of  descent   and
distribution,  may be  exercised  during the lifetime of the grantee only by the
grantee and (except in the event of death or  disability)  may be exercised only
after six  months  from the  Granting  Date and  (except  in the event of death,
disability  or  retirement)  while the  optionee  remains  in the  employ of the
Corporation or a subsidiary. Each option shall expire at the earliest of (i) ten
years after the Granting  Date,  (ii) three months after the  retirement  of the
grantee, or (iii) one year after death or disability of the grantee.

         (b) Other Provisions.  Each  option  agreement (and amendments thereof)
             -----------------  
may contain such terms and provisions  consistent with the  requirements of this
Plan, as the Committee in its  discretion  shall  determine,  including  vesting
provisions  and such terms and  provisions  as shall be  requisite  to cause the
options to qualify as incentive  stock options under Section 422 of the Internal
Revenue Code. Option agreements need not be identical.

         Section 9.  Purchases of Options by the Corporation.  With the approval
         ---------   --------------------------------------- 
of the Board, and in accordance with the  recommendation  of the Committee,  any
option  agreement may provide that the holder thereof shall have the right after
the  expiration  of six months  following  the Granting Date (except that in the
event of death or disability of the grantee this six month  limitation shall not
apply),  subject to the consent of the Committee  given at its discretion  after
the holder's  exercise of such right, to require the Corporation to purchase for
cancellation  all or a part of the option (to the extent specified in the option
agreement and consented to by the  Committee) at a cash price or in common stock
(or any  combination  of cash or common stock as the Committee in its discretion
shall  determine)  equal in value to the excess of the fair market value of such
share of common stock covered by the option or portion  thereof  purchased (such
fair market value to be determined  as of the date of such written  notice) over
the option price; provided,  however, that such purchase obligation shall always
be subject to the condition that the purchase shall not violate the terms of any
agreement to which the Corporation is or may hereafter  become a party and shall
be permitted by law.  Shares of common stock reserved for issuance upon exercise
of options so  purchased  shall not again be  available  for the purposes of the
Plan.

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         Section 10.  Medium of Payment.  The option price specified in the Plan
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shall be payable  either in United  States  dollars  or, with the consent of the
Committee, with stock of the Corporation.

         Section 11.  Adjustments Upon Changes in Capitalization.  Notwithstand-
         ----------   ------------------------------------------ 
ing any other  provision  of the Plan,  the option  agreements  may contain such
provision as the Committee  shall determine to be appropriate for the adjustment
of the number and class of shares  subject  to each  outstanding  option and the
option  prices in the event of changes in the  outstanding  common  stock of the
Corporation  by  reason  of stock  dividends,  stock  splits,  recapitalization,
mergers,  consolidations,   combinations  or  exchanges  of  shares,  split-ups,
split-offs,  spin-offs, liquidations or other similar changes in capitalization,
or any distribution to common stockholders other than cash dividends, and in the
event of any such change in the outstanding common stock of the Corporation, the
aggregate  number  and  class  of  shares  available  under  the  Plan  shall be
appropriately adjusted by the Committee.

         Section 12.  Change of Control.   As used herein, a "Change of Control"
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shall be deemed to have occurred if:

         (a) Any "person"  (as such term is used in Sections  13(d) and 14(d) of
the Exchange Act) becomes a "beneficial  owner" (as defined in Rule 13d- 3 under
the Exchange  Act),  directly or  indirectly,  of securities of the  Corporation
representing  more  than  50% of  the  voting  power  of  the  then  outstanding
securities of the Corporation;

         (b) The  shareholders  of the  Corporation  approve (or, if shareholder
approval is not required, the Board approves) an agreement providing for (i) the
merger or consolidation of the Corporation  with another  corporation  where the
shareholders   of  the   Corporation,   immediately   prior  to  the  merger  or
consolidation,  will not  beneficially  own,  immediately  after  the  merger or
consolidation,  shares entitling such shareholders to more than 50% of all votes
to which all shareholders of the surviving  corporation would be entitled in the
election of directors (without consideration of the rights of any class of stock
to elect directors by a separate class vote), (ii) the sale or other disposition
of all or  substantially  all of the  assets  of the  Corporation,  or  (iii)  a
liquidation or dissolution of the Corporation; or

         (c) After the date the amended and restated Plan is adopted,  directors
are  elected  such that a majority  of the  members of the Board shall have been
members of the Board for less than two years,  unless the election or nomination
for  election of each new  director  who was not a director at the  beginning of
such  two-year  period  was  approved  by a vote of at least  two-thirds  of the
directors  then  still in office who were  directors  at the  beginning  of such
period.


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         Section 13.  Consequences of a Change of Control.
         ----------   ----------------------------------- 

         (a)  Upon  a  Change  of  Control,   unless  the  Committee  determines
otherwise,  (i) the Corporation shall provide each grantee who holds outstanding
options written notice of the Change of Control and (ii) all outstanding options
shall automatically become fully exercisable.

         (b) Upon a Change of Control where the Corporation is not the surviving
corporation  (or survives  only as a  subsidiary  of another  corporation),  the
Committee  may  determine  that all  outstanding  options that are not exercised
shall be assumed  by, or replaced  with  comparable  options  by, the  surviving
corporation.  The assumption or replacement  shall comply with Section 424(a) of
the Internal Revenue Code.

         (c) Notwithstanding  anything in the Plan to the contrary, in the event
of a Change  of  Control,  the  Committee  shall  not have the right to take any
actions  described in the Plan that would make the Change of Control  ineligible
for pooling of interests  accounting  treatment or that would make the Change of
Control  ineligible  for desired tax treatment if, in the absence of such right,
the Change of Control  would  qualify  for such  treatment  and the  Corporation
intends to use such treatment with respect to the Change of Control.

         Section 14. Termination and Amendment. The Plan shall terminate on, and
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no option shall be granted  thereunder  after,  July 8, 2002. The Board may also
terminate the Plan or make such  modifications or amendments thereof as it shall
deem  advisable,  including  such  modifications  or amendments as it shall deem
advisable in order to cause certain stock options to qualify as incentive  stock
options  under  Section 422 of the  Internal  Revenue  Code or to conform to any
change in any law or regulation applicable thereto; provided,  however, that the
Board may not,  without  further  approval  by the  holders of a majority of the
outstanding  stock of the Corporation  having general voting power: (a) increase
the maximum  number of shares for which options may be granted under the Plan in
the aggregate,  (b) change the provisions of the Plan regarding the option price
to be specified in each option  agreement,  (c) lengthen the period during which
options may be granted or remain outstanding, or (d) enlarge the requirements as
to the class of employees eligible to receive options.  Nothing herein contained
shall,  however, be deemed to prevent the Committee from authorizing  amendments
of  outstanding  options,  including  the reduction of the option prices (or the
granting  of new  options  at lower  prices  upon  cancellation  of  outstanding
options),  so long as all options granted  outstanding at any one time shall not
call for  issuance of more  shares of common  stock than those  provided  for in
Section 3 and so long as the  provisions  of any amended  option would have been
permissible under the Plan if such option had been originally  granted as of the
date of such amendment. No termination,  modification, or amendments of the Plan
may,

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without  the  consent  of the  employee,  adversely  affect  the  rights of such
employee under an option previously granted to him.

         Section 15.  Government and other Regulations and Restrictions.     The
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obligation of the  Corporation to issue common stock upon execution of an option
agreement shall be subject to all applicable  laws, rules and regulations and to
such  approvals by  governmental  agencies as may be required.  Shares of common
stock acquired pursuant to the Plan shall not be sold,  transferred or otherwise
disposed of unless and until either (a) such shares  shall have been  registered
by the Corporation under the Securities Act of 1933, as amended (the "Securities
Act"), (b) the Corporation  shall have received either a "no action" letter from
the  Securities and Exchange  Commission or an opinion of counsel  acceptable to
the  Corporation  to the effect that such sale,  transfer or  disposition of the
shares  is made  pursuant  to Rule  144 of the  General  Rules  and  Regulations
promulgated  under the  Securities  Act, as the same may from time to time be in
effect, and the Corporation shall have received an opinion of counsel acceptable
to the  Corporation  to such effect.  In the event that at the time an option is
exercised there shall not be on file with the Securities and Exchange Commission
an effective Registration Statement under the Securities Act covering the shares
of common stock to be issued pursuant thereto,  the Corporation's  obligation to
deliver the shares are subject to the further  condition  that the employee will
execute and deliver to the  Corporation  an  undertaking  in form and  substance
satisfactory  to the  Corporation  that (i) it is the  employee's  intention  to
acquire  and  hold  such  shares  for  investment  and  not for  the  resale  or
distribution  thereof,  (ii) the shares will not be sold without registration or
exemption from the  requirement of  registration  under the Securities  Act, and
(iii) the employee will indemnify the Corporation for any costs, liabilities and
expenses which it may sustain by reason of any violation of the Securities  Act,
or any other law regulating the sale or purchase of securities occasioned by any
act on his part with respect to such shares.  The  Corporation  may require that
any  certificate or certificates  evidencing  shares issued pursuant to the Plan
bear a restrictive  legend intended to effect compliance with the Securities Act
or any other applicable regulatory measures, and stop transfer instructions with
respect to the certificates representing the shares may be given to the transfer
agent.

         Section 16.  Registration  of Shares.  The Corporation may but shall be
         ----------   -----------------------
under no obligation to register any shares of common stock under the  Securities
Act. However, an option agreement may make appropriate and reasonable  provision
for the registration of common stock acquired  thereunder.  The Corporation,  at
its  election,  may  undertake  to pay  all  fees  and  expenses  of  each  such
registration, other than an underwriter's commission, if any.

         Section 17.  No Rights in Common Stock.  No  employee  shall  have  any
         ----------   -------------------------
interest in or be entitled to any voting rights or dividends or other rights or

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privileges  of  stockholders  of the  Corporation  with respect to any shares of
common stock unless,  and until,  shares of common stock are actually  issued to
such  employee  following  exercise of an option and then only from the date the
employee becomes the record owner thereof.

         Section 18.  Successors.    The provisions of the Plan shall be binding
         ----------   ---------- 
upon and inure to the benefit of all successors of any person  receiving  common
stock of the Corporation  pursuant to the Plan,  including,  without limitation,
the estate of such person and the executors, administrators or trustees thereof,
the heirs and legatees of such person,  and any receiver,  trustee in bankruptcy
or representative of creditors of such person.

         Section  19.  Corporation's  Right  to  Terminate  Employment.  Nothing
         -----------   -----------------------------------------------
contained in the Plan or in any option  agreement shall confer upon any employee
a right to continue in the employ of the Corporation or any of its  subsidiaries
or  interfere  in any  way  with  the  right  of the  Corporation  or any of its
subsidiaries  to terminate the  employment of any employee at any time,  with or
without cause.

         Section 20.  Action by Corporation and the Board.  Neither the adoption
         ----------   -----------------------------------
of the Plan by the  shareholders  nor the  issuance  of  common  stock  pursuant
thereto shall impair the right of the Corporation, its shareholders or the Board
to make or effect  any  adjustments,  recapitalizations  or other  change in the
common  stock  referred  to in  Section  11,  any  change  in the  Corporation's
business,  any issuance of debt  obligations or stock by the  Corporation or any
grant  of  options  on  stock  of  the  Corporation,   or  any  other  incentive
compensation arrangement.

         Section 21.  Reliance on Reports.   Each member of the Board and of the
         ----------   -------------------
Committee  shall be fully  justified in relying or acting in good faith upon any
reports or other information furnished in connection with the Plan by any person
or  persons.  In no event shall any person who is or shall have been a member of
the Board or of the  Committee  be liable  for any  determination  made or other
action  taken  or any  omission  to act in  reliance  upon any  such  report  or
information or for any action taken or failure to act, if in good faith.

         Section 22.  Pronouns.      Masculine  pronouns  and  other  words  of
         ----------   -------- 
masculine gender shall refer to both men and women.

         Section  23.  Effective Date of Plan.     The  Plan  originally  became
         -----------   ---------------------- 
effective  on  the  date  the  Plan  was  adopted  by  the  shareholders  of the
Corporation,  but not sooner than July 8, 1992. The amendment and restatement of
the Plan shall be effective as of July 16, 1997.






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