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                        Dravo Corporation
                   Incentive Compensation Plan
                     (Revised December 1995)
                                
 The  Dravo Corporation Incentive Compensation Plan provides
 senior managers and other key employees the opportunity  to
 earn  incentive income each year by achieving or surpassing
 predetermined, preapproved objectives.
 
 Objectives
 
 The objectives of the Incentive Compensation Plan are to:
 
  1.   Promote individual ownership and accountability in the
     ongoing success of the corporation, while focusing team efforts
     on overall corporate earnings objectives.
  
  2.   Encourage and reward management achievements that contribute
     to the value of the corporation.
  
  3.   Communicate key corporate and divisional priorities through
     the plan.
  
  4.   Provide senior managers and other key employees with a
     competitive compensation opportunity.
  
 Plan Summary
 
 The Dravo Corporation Incentive Compensation Plan (ICP)  is
 a   target   incentive   plan   that   provides   for   the
 establishment  of  target, threshold and optimum  incentive
 awards    based    upon   performance   against    specific
 predetermined  performance  objectives.    Prior   to   the
 beginning of each plan year, target, threshold and  optimum
 performance  levels will be established  and  approved  for
 Corporate  and  Dravo Lime divisional  performance.   Those
 employees  who  function across divisional  locations  will
 have  a  single Corporate component (100%).  Those who  are
 assigned to an individual operating unit will have  both  a
 Corporate   component  (70%)  and  a  Divisional  component
 (30%).
 
 At  the  beginning  of each year each participant  will  be
 provided  with a Participant's Guide, which will give  them
 an  overview of the plan and specify their target award and
 award components.
 
 Shareholder Protection Provisions
 
 To  assure  that  ICP  awards  are  related  to  acceptable
 corporate  earnings,  the following shareholder  protection
 provisions will apply:
 
 In  developing  each year's Plan, the sum of all  projected
 ICP  awards  will not be allowed to exceed 8% of  projected
 after  tax  earnings  from continuing operations.   If  the
 total  of  all  projected  ICP awards  exceeds  8%  of  the
 projected  after  tax earnings from continuing  operations,
 then   either  the  number  of  participants   and/or   the
 individual target percentages are to be reduced  until  the
 total is 8% or less.
 
    If  the  Corporation  fails  to  achieve  threshold  EPS
 performance,  no incentive awards will be  made  under  the
 plan at any level for any component for any participant.
 
 Eligibility
 
 Participation in the plan may be extended to Corporate  and
 Dravo  Lime senior managers and other key employees.  Prior
 to  the  beginning of each plan year, eligible participants
 are  recommended  by  the  President  and  Chief  Executive
 Officer  (CEO)  and approved by the Compensation  Committee
 of the Board of Directors (Committee).
 
 Individual Target Awards
 
 Target  awards  are  established so as to  pay  competitive
 levels  of  incentive compensation for achievement  of  the
 targeted  performance levels. Target awards  will  equal  a
 specified  percentage of the Midpoint  salary  of  the  job
 grade  for  each  participant in the plan. Percentages  may
 vary  within the job grade based on accountability  of  the
 job   as  recommended  by  the  CEO  and  approved  by  the
 Committee each year.
 
 Range of Awards
 
 The  target  award  will be paid at the targeted  level  of
 performance on any component of the plan.
 
 The  threshold  award, equal to 50 percent  of  the  target
 award,  will  be paid at the threshold level of performance
 on  any  component  of the plan.  If performance  fails  to
 meet  the  threshold,  no  award  will  be  made  for  that
 component.
 
 The  optimum  award,  equal to 150 percent  of  the  target
 award,  will be paid for performance equal to or above  the
 optimum level of performance on any component of the Plan.
 
 Allocation of Awards Among Components
 
 Awards  will  be  allocated to reflect  the  organizational
 level  where  the  participant has the  greatest  level  of
 influence on business results.
 
 For  all  participants awards the greatest weight  will  be
 given  to corporate performance.  For participants assigned
 to  a specific operating division, a portion of their award
 will  be  allocated  to  reflect the performance  of  their
 respective division.
 
 Corporate Component
 
 All   participants  at  the  Corporate  level,  and   those
 participants  who are not assigned to a specific  operating
 division  will  receive  100% of their  award  through  the
 Corporate  component.  Employees  who  are  assigned  to  a
 specific  operating division location will receive  70%  of
 their award through the Corporate component.
 
 The  performance  measure for the  Corporate  component  is
 Earnings  Per Share (EPS) from continuing operations.   The
 CEO   will   recommend  to  the  Committee   for   approval
 threshold,  target  and optimum levels of  EPS  performance
 for the Plan Year for use in determining awards.
 
 Performance at the threshold level will result in an  award
 of  50%  of the target for this component.   At the  target
 level of performance, the target award will be made and  at
 the  optimum  level, the optimum award of  150%  of  target
 will  be  made.  For intermediate results, awards  will  be
 interpolated.
 
 The  Corporate component may be adjusted, with the approval
 of  the  Committee, to reflect the impact of  extraordinary
 events on Corporate EPS.
 
 Divisional Component
 
 Participants employed in the various operating divisions  -
 -  Black River, Maysville and Longview -- will receive  30%
 of  their  awards  through a Divisional component  that  is
 based   upon  the  results  attained  by  their  respective
 operating division.
 
 The  performance  measure for the Divisional  component  is
 earnings  before interest and taxes (EBIT).  The  CEO  will
 recommend  to the Committee for approval threshold,  target
 and  optimum levels of EBIT performance for each  operating
 division for the plan year for use in determining awards.
 
 The  relationship of actual results to awards is determined
 in  the  same  way  as described above  for  the  Corporate
 component.
 
 The   Divisional  component  may  be  adjusted,  with   the
 approval  of  the  Committee,  to  reflect  the  impact  of
 extraordinary events on an operating division's EBIT.
 
 Payment of Incentive in Dravo Corporate Stock
 
 For  participants in job grade level 24 and above having  a
 target  percentage of 15% or more, the  ICP  award  may  be
 paid  in  a  combination  of cash and  stock.  The  maximum
 percentage  of stock will be specified for each  applicable
 job  grade.  The actual amount of the award paid  in  stock
 will  be  recommended  by  the  CEO  and  approved  by  the
 Committee.  Such  stock  award  will  be  a  grant  to  the
 employee, and it is expected that the employee will  retain
 ownership of the stock while in a management position  with
 the  Corporation. The amount of incentive award to be  used
 for  stock  will be determined by first tax  adjusting  the
 employee's  total  incentive award and  then  applying  the
 percentage  to  that tax adjusted amount.   The  number  of
 shares  of  stock  awarded  will be  calculated  using  the
 average between the high and low price of the stock on  the
 date the award is made, and using the full market value  of
 the stock.
 
 Partial Year Payments
 
 A  new employee, hired into an approved ICP position,  will
 have   his   target  percentage  and  component  allocation
 established  in  accordance with the Plan.  The  employee's
 award will be calculated at the end of the year along  with
 other  participants, but the award will be  prorated  based
 on the number of months of employment.
 
 Terminations
 
 Employees who terminate from the company prior to  December
 31  of the plan year for any reason, with the exception  of
 lay   off,   change  of  control  termination,  retirement,
 disability,   or   death,  will  forfeit  their   incentive
 compensation  for  that  year.   Employees  who  leave  the
 company  prior  to December 31 due to lay  off,  change  of
 control  termination,  retirement, disability,  or  in  the
 event  of  death,  will  receive a prorated  incentive  for
 those  months  actually worked.  Employees  who  leave  the
 company  after  December 31 will be paid  their  award,  if
 any, when other ICP payments are distributed.
 
 Promotions
 
 Employees  promoted  into an ICP position  from  a  non-ICP
 position,  or  employees who are promoted into  a  position
 having  a  higher  salary grade, target  percentage  and/or
 different  component  allocation,  will  receive  an  award
 prorated  for  the  number  of  months  spent  in  the  new
 position.   If  an  ICP  award has  been  earned  in  their
 previous  position,  that award will  be  prorated  by  the
 number of months spent in the previous position.
 
 Plan Administration
 
 The  plan is administered by the Compensation Committee  of
 the  Board  of  Directors.  The Committee is authorized  to
 interpret  the plan, to establish and amend rules  for  its
 administration  and  to make discretionary  adjustments  in
 awards due to extraordinary events.
 
 Recommendations as to the operation of the  plan,  eligible
 participants,  target  percentages, component  allocations,
 type  (cash and/or restricted stock) and amount of  awards,
 performance criteria, and extraordinary adjustments may  be
 made to the Committee by the CEO.