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                                                                  EXHIBIT 4(f)


                             NUCLEAR METALS, INC.
                         DIRECTORS' STOCK OPTION PLAN


     The Nuclear Metals, Inc. Directors' Stock Option Plan as adopted
November 20, 1995:

1.  PURPOSE AND ELIGIBILITY

     The purpose of this Plan is to enhance the ability of NUCLEAR METALS,
INC. (the "Corporation") to attract and retain skilled and competent members
of its Board of Directors. The class of persons eligible to receive options
under the Plan shall consist of all outside (non-management) directors of the
Corporation and its subsidiaries.

2.  MAXIMUM NUMBER OF SHARES TO BE OPTIONED

     The maximum number of shares of common stock which may be optioned and
sold under this Plan is 35,000 shares of common stock of the Corporation (the
"Common Stock"), except as such number of shares shall be adjusted in
accordance with provisions of Section 5 hereof.  Such shares shall be shares
of the authorized but unissued common stock or shares of Common Stock
purchased as treasury stock as may from time to time be determined by the
Board of Directors of the Corporation.  Any shares which are reserved for
issuance upon the exercise of an option and which for any reason are not so
issued may after the expiration of the option, again be optioned under this
Plan.

3.  ADMINISTRATION OF THE PLAN

     This Plan shall be administered by a Stock Option Committee (the
"Committee") selected from time to time by the Board of Directors and
initially consisting of the entire Board of Directors of the Corporation.
Subject to the express provisions of this Plan, the Committee shall supervise
and administer this Plan and grant all options hereunder.  The Committee
shall have full authority, consistently with this Plan from time to time to
determine the directors of the Corporation to receive options under this
Plan, the number of shares to be subject to each option, and the time or
times when each option may be exercised in whole or in part; to determine the
provisions of options to be granted (which need not be identical); to
construe and interpret this Plan and such options;  and to make all other
determinations which it may deem necessary and advisable for administering
this Plan.  All such actions and determinations of the Committee shall be
final, conclusive and binding upon all parties interested.

     No member of the Committee shall be liable for any action or
determination made by him in good faith.




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4.  TERMS AND CONDITIONS OF OPTIONS

     Options granted under this Plan shall be evidenced by written agreements
subject to the following terms and conditions and not inconsistent therewith
as the Committee shall from time to time determine.

     (a) OPTION PRICE

     The Committee shall determine the purchase price under each option,
provided that (i) the purchase price under each option shall not be less than
one hundred (100%) percent and not more than one hundred and twenty-five
(125%) percent of the fair market value of the common stock on the date the
option is granted, (ii) the fair market value shall be determined by the
Committee (provisions are made in Section 5 for adjustment of the price in
certain events).

     (b) PERIOD OF OPTIONS

     The period during which an option may be exercised shall be determined
by the Committee, but shall be for a period of not more than ten years from
the date such option is granted.  Such period may be reduced only as
specifically provided in this Plan.

     (c) EXERCISE OF OPTIONS

     Each option may provide that it may not be exercised for a specific
period after the date of the granting of the option as the Stock Option
Committee in each case may determine.  Shares which may be purchased in any
one year and are not purchased in full may be purchased in any subsequent
year during the period of the option.

     (d) PAYMENT FOR AND DELIVERY OF STOCK

     Payment for shares purchased upon exercise of an option shall be made in
full in cash, or in common stock of the Corporation, valued at fair market
value on the date of exercise.  Certificates for fully paid shares shall be
issued in the name of the optionee as the Corporation from time to time
receives payment in full for the purpose price thereof.

     The Corporation shall not be obligated to deliver any shares of stock
until there has been compliance with any federal or State laws or regulations
which the Corporation may deem applicable.

     No holder of any option or his legal representatives, legatees or
distributees, as the case may be, will be, or will be deemed to be a holder
of any shares subject to an option unless and until certificates for such
shares are issued to him or them under the provisions of this Plan.




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     (e) NON-TRANSFERABILITY OF OPTIONS

     No option under the Plan shall be transferable, and except as otherwise
provided herein, options shall be exercisable only by the optionee.  No
option shall be subject to execution, attachment or similar process.

     (f) PURCHASE FOR INVESTMENT

     At the time each option is exercised, the optionee shall represent in
writing to the Corporation that he is of full age and that stock purchased by
him under the option is to be and is being purchased for investment and not
with a view to the distribution thereof.

     (h) EFFECT OF DEATH

     If an optionee dies at a time when he is entitled to exercise an option,
then at any time or times within twelve months after his death, but in no
event after ten years from the date such option is granted, such option may
be exercised, as to all or any of the shares which the optionee was entitled
to purchase and had not purchased at the time of his death, by his executor
or administrator or the person or persons to whom the option is transferred
by will or the applicable laws of descent and distribution, and except as so
exercised such option shall expire at the end of such twelve months or at the
end of such ten years, whichever is earlier, provided however, any such
exercise of such an option shall be expressly subject to any restrictions on
transfer of stock of the Corporation found in the Articles of Organization
and the executor, administrator or person or persons so exercising said
option shall be required to comply with any restrictions on transfer of stock
of the Corporation in the same manner as if the optionee had died owning
stock of the Corporation.

5.  ADJUSTMENT IN NUMBER OF SHARES AND PURCHASE PRICE

     The aggregate number of shares of common stock on which options may be
granted hereunder, the number of shares of common stock covered by each such
option, shall all be appropriately and equitably adjusted by the Board of
Directors in it discretion to prevent dilution or any enlargement of rights
under such option, by reason of any increase or decrease in the number of
issued shares of common stock resulting from a subdivision or consolidation
of shares or capital readjustment, or the payment of a stock dividend or
other increase or decrease in such shares effected without receipt of
compensation by the Corporation.  Any fractional shares resulting from any
such adjustment shall be eliminated from the option.

     Subject to any required action by the stockholders, if the Corporation
shall be the surviving corporation in any merger or consolidation, any option
granted hereunder shall cover the securities to which a holder of the number
of shares of common stock covered by the option would have been entitled; but
a sale of substantially all the assets of the Corporation, or a dissolution
or liquidation of the Corporation, or a merger or consolidation in which the
Corporation is not the surviving corporation, shall cause (i) all outstanding
options hereunder to become exercisable in full effective as of the date of
such sale,




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dissolution, liquidation, merger or consolidation, and (ii) all outstanding
options hereunder immediately thereafter to terminate.

6.  AMENDMENT AND TERMINATION

     The Board of Directors may at any time amend, suspend or terminate this
Plan.  No action by the Board of Directors may, except as provided in Section
5, without the consent of the holder of an existing option, materially and
adversely affect his rights under such option.

7.  DURATION OF THE PLAN

     This Plan became effective on November 20, 1995 and shall terminate on
November 20, 2000 unless sooner terminated by the Board of Directors.
Options may be granted under this Plan at any time and from time to time
prior to its termination.  Any option outstanding under this Plan at the time
of the termination or a suspension of this Plan shall remain in effect until
such option shall have been exercised or shall have expired in accordance
with its terms and conditions.

DATED:    November 20, 1995