Exhibit 10(l)


                        Amended by the Board of Directors 1/12/98




                     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 contingently 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
     responsibilities.

(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 legal 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


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           vesting, time for exercise, forfeiture or
           cancellation of an Award in such circumstances.

     (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 specifies) 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


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                 specifies) must elapse from the date of
                 acquisition of the derivative security 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 of such Non-Qualified Stock
           Options to (a) the spouse, children or grandchildren
           (including in each case stepchildren or step
           grandchildren)


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           of the Participant (all such persons collectively
           "Immediate Family Members":), (b) 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 Award Agreement in the same manner
           as if the transferee were a Participant hereunder.

     (iii) 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


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           of the other, each joint Award shall be deemed to be
           the equivalent of the number of shares under the
           other; and

     (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.


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(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 applicable 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:

     (i)   Any Stock Options and Stock Appreciation Rights
           outstanding as of the date of the Change of Control
           that are not then fully exercisable and vested, shall
           become fully exercisable and vested to the full
           extent of the original grant;

     (ii)  All restrictions and other limitations applicable to
           any Restricted Stock shall lapse, and such Restricted
           Stock shall become free of all restrictions and
           become fully vested and transferable to the full
           extent of the original grant;

     (iii) All Performance Awards and other Awards outstanding
           as of the date of the Change of Control shall be
           considered to be earned and payable in full, and any
           deferral or other restriction shall lapse and except
           as provided in subsection (c) of this Section 9, such
           Performance Units shall be settled in cash as
           promptly as is practicable; and

     (iv)  All noncompetition covenants and other similar
           restrictive covenants applicable to any outstanding
           Awards shall lapse and become null and void and of no
           further effect.

(b)  A "Change of Control" shall mean:

     (i)   The acquisition by any individual, entity or group
           (within the meaning of Section 13(d)(3) or 14 (d)(2)
           of the Exchange Act (a "Person")) of beneficial
           ownership (within the meaning of Rule 13d-3
           promulgated under the Exchange Act) of 20% or more of
           either (a) the then outstanding shares of common
           stock of the Company (the "Outstanding Company Common
           Stock") or (b) the combined power of the then


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           outstanding voting securities of the Company entitled
           to vote generally in the election of directors (the
           "Outstanding Company Voting Securities"); provided,
           however, that for purposes of this subsection (i),
           the following acquisitions shall not constitute a
           Change of Control: (A) any acquisition directly from
           the Company, (B) any acquisition by the Company, (C)
           any acquisition by any employee benefit plan (or
           related trust) sponsored or maintained by the Company
           or any corporation controlled by the Company or (D)
           any acquisition pursuant to a transaction which
           complies with clauses (A), (B) and (C) of subsection
           (iii) of this Section 9(b); or

     (ii)  Individuals who, as of January 12, 1998, constitute
           the Board (the "Incumbent Board") cease for any
           reason to constitute at least a majority of the
           Board; provided, however, that any individual
           becoming a director subsequent to January 12, 1998,
           whose election, or nomination for election by the
           Company's shareholders, was approved by a vote of at
           least a majority of the directors then comprising the
           Incumbent Board shall be considered as though such
           individual were a member of the Incumbent Board, but
           excluding, for this purpose, any such individual
           whose initial assumption of office occurs as a result
           of an actual or threatened election contest with
           respect to the election or removal of directors or
           other actual or threatened solicitation of proxies or
           consents by or on behalf of a Person other than the
           Board; or

     (iii) Approval by the shareholders of the Company of a
           reorganization, merger or consolidation or sale or
           other disposition of all or substantially all of the
           assets of the Company or the acquisition of assets of
           another entity (a "Corporate Transaction"), in each
           case, unless, following such Corporate Transaction,
           (A) all or substantially all of the individuals and
           entities who were the beneficial owners,
           respectively, of the Outstanding Company Common Stock
           and Outstanding Company Voting Securities


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           immediately prior to such Corporate Transaction
           beneficially own, directly or indirectly, more than
           60% of, respectively, the then outstanding shares of
           common stock and the combined voting power of the
           then outstanding voting securities entitled to vote
           generally in the election of directors, as the case
           may be, of the corporation resulting from such
           Corporate Transaction (including, without limitation,
           a corporation which as a result of such transaction
           owns the Company or all or substantially all of the
           Company's assets either directly or through one or
           more subsidiaries) in substantially the same
           proportions as their ownership, immediately prior to
           such Corporate Transaction of the Outstanding Company
           Common Stock and Outstanding Company Voting
           Securities, as the case may be, (B) no Person
           (excluding any employee benefit plan (or related
           trust) of the Company or such corporation resulting
           from such Corporate Transaction) beneficially own,
           directly or indirectly, 20% or more of, respectively,
           the then outstanding shares of common stock of the
           corporation resulting from such Corporate Transaction
           or the combined voting power of the then outstanding
           voting securities of such corporation except to the
           extent that such ownership existed prior to the
           Corporate Transaction and (C) at least a majority of
           the members of the board of directors of the
           corporation resulting from such Corporate Transaction
           were members of the Incumbent Board at the time of
           the execution of the initial agreement, or of the
           action of the Board, providing for such Corporate
           Transaction; or

     (iv)  Approval by the shareholders of the Company of a
           complete liquidation or dissolution of the Company.

(c)  Notwithstanding the foregoing, if any right to receive cash
     granted pursuant to this Section 9 would make a Change of
     Control transaction ineligible for pooling-of-interests
     accounting under APB No. 16 that but for the nature of such
     right would be eligible for such accounting treatment, the
     Committee shall have the ability to substitute for the cash
     payable pursuant to


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     such right Stock or other securities with a fair market
     value equal to the cash that would otherwise be payable
     hereunder.

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.

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.


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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, but no such
alteration or amendment may adversely affect the rights of the
Participant in question without such Participant's consent.
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,

     (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.


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<PAGE>



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.

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.





Omnibus.sec/wc98
01/02/98

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