EXHIBIT 10.19

                      FREEPORT-McMoRan INC.
                      1996 STOCK OPTION PLAN


                            SECTION 1


     Purpose.  The purpose of the Freeport-McMoRan Inc. 1996 Stock Option
Plan  (the "Plan") is to motivate and reward key personnel by giving them
a proprietary interest in the Company's continued success.


                            SECTION 2


     Definitions.   As  used  in the Plan, the following terms shall have
the meanings set forth below:

     "Award" shall mean any Option,  Stock  Appreciation  Right,  Limited
Right or Other Stock-Based Award.

     "Award  Agreement"  shall  mean  any  written agreement, contract or
other instrument or document evidencing any  Award,  which  may, but need
not, be executed or acknowledged by a Participant.

     "Board" shall mean the Board of Directors of the Company.

     "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time.

     "Committee"  shall mean a committee of the Board designated  by  the
Board  to administer  the  Plan  and  composed  of  not  fewer  than  two
directors,  each  of  whom,  to  the  extent  necessary  to  comply  with
Rule 16b-3  only,  is  a  "non-employee  director"  within the meaning of
Rule 16b-3  and,  to the extent necessary to comply with  Section  162(m)
only, is an "outside  director"  under  Section  162(m).  Until otherwise
determined by the Board, the Committee shall be the  Corporate  Personnel
Committee of the Board.

     "Company" shall mean Freeport-McMoRan Inc.

     "Designated  Beneficiary"  shall mean the beneficiary designated  by
the Participant, in a manner determined  by the Committee, to receive the
benefits  due  the  Participant  under  the Plan  in  the  event  of  the
Participant's death.  In the absence of an  effective  designation by the
Participant, Designated Beneficiary shall mean the Participant's estate.

     "Employee"  shall  mean  (i)  any  person providing services  as  an
officer of the Company or a Subsidiary, whether  or  not employed by such
entity, including any such person who is also a director  of the Company,
(ii) any employee of the Company or a Subsidiary, including  any director
who is also an employee of the Company or a Subsidiary, (iii) any officer
or employee of an entity with which the Company has contracted to receive
executive,  management  or  legal services who provides services  to  the
Company or a Subsidiary through  such arrangement and (iv) any person who
has agreed in writing to become a  person  described in clauses (i), (ii)
or (iii) within not more than 30 days following the date of grant of such
person's first Award under the Plan.

     "Exchange Act" shall mean the Securities  Exchange  Act  of 1934, as
amended from time to time.

     "Incentive Stock Option" shall mean an option granted under  Section
6 of the Plan that is intended to meet the requirements of Section 422 of
the Code or any successor provision thereto.

     "Limited Right" shall mean any right granted under Section 8 of  the
Plan.

     "Nonqualified  Stock  Option"  shall  mean  an  option granted under
Section  6  of  the  Plan  that is not intended to be an Incentive  Stock
Option.

     "Offer" shall mean any  tender  offer,  exchange  offer or series of
purchases   or   other   acquisitions,   or   any  combination  of  those
transactions, as a result of which any person, or any two or more persons
acting as a group, and all affiliates of such person  or  persons,  shall
beneficially own more than 40% of all classes and series of the Company's
stock  outstanding, taken as a whole, that has voting rights with respect
to the election  of directors of the Company (not including any series of
preferred stock of the Company that has the right to elect directors only
upon the failure of the Company to pay dividends).

     "Offer Price"  shall  mean  the  highest price per Share paid in any
Offer that is in effect at any time during  the  period  beginning on the
ninetieth day prior to the date on which a Limited Right is exercised and
ending on and including the date of exercise of such Limited  Right.  Any
securities   or   property   that  comprise  all  or  a  portion  of  the
consideration paid for Shares in the Offer shall be valued in determining
the  Offer Price at the higher  of  (i)  the  valuation  placed  on  such
securities  or  property  by  the person or persons making such Offer, or
(ii) the valuation, if any, placed  on such securities or property by the
Committee or the Board.

     "Option" shall mean an Incentive  Stock  Option  or  a  Nonqualified
Stock Option.

     "Other  Stock-Based  Award"  shall  mean  any right or award granted
under Section 9 of the Plan.

     "Participant" shall mean any Employee granted  an  Award  under  the
Plan.

     "Person"   shall  mean  any  individual,  corporation,  partnership,
association, joint-stock  company,  trust,  unincorporated  organization,
government or political subdivision thereof or other entity.

     "Rule 16b-3" shall mean Rule 16b-3 promulgated by the SEC  under the
Exchange  Act,  or  any successor rule or regulation thereto as in effect
from time to time.

     "SAR" shall mean any Stock Appreciation Right.

     "SEC" shall mean  the  Securities and Exchange Commission, including
the staff thereof, or any successor thereto.

     "Section 162(m)" shall mean  Section  162(m)  of  the  Code  and all
regulations promulgated thereunder as in effect from time to time.

     "Shares" shall mean the shares of Common Stock, par value $0.01  per
share,  of  the  Company  and  such  other securities of the Company or a
Subsidiary as the Committee may from time to time designate.

     "Stock  Appreciation  Right" shall  mean  any  right  granted  under
Section 7 of the Plan.

     "Subsidiary" shall mean (i) any corporation or other entity in which
the   Company  possesses  directly   or   indirectly   equity   interests
representing  at least 50% of the total ordinary voting power or at least
50% of the total  value  of  all  classes  of  equity  interests  of such
corporation  or  other  entity  and  (ii)  any  other entity in which the
Company has a direct or indirect economic interest  that is designated as
a Subsidiary by the Committee.


                            SECTION 3

     Administration.  The Plan shall be administered  by  the  Committee.
Subject  to the terms of the Plan and applicable law, and in addition  to
other express powers and authorizations conferred on the Committee by the
Plan, the Committee shall have full power and authority to: (i) designate
Participants; (ii) determine the type or types of Awards to be granted to
an eligible  Employee; (iii) determine the number of Shares to be covered
by, or with respect  to which payments, rights or other matters are to be
calculated in connection  with,  Awards;  (iv)  determine  the  terms and
conditions of any Award; (v) determine whether, to what extent, and under
what  circumstances  Awards  may  be  settled or exercised in cash, whole
Shares, other whole securities, other Awards,  other  property  or  other
cash  amounts  payable  by the Company upon the exercise of that or other
Awards, or canceled, forfeited  or suspended and the method or methods by
which Awards may be settled, exercised, canceled, forfeited or suspended;
(vi)  determine whether, to what extent,  and  under  what  circumstances
cash, Shares,  other  securities, other Awards, other property, and other
amounts payable by the Company with respect to an Award shall be deferred
either automatically or  at  the election of the holder thereof or of the
Committee; (vii) interpret and  administer the Plan and any instrument or
agreement relating to, or Award made  under,  the Plan; (viii) establish,
amend,  suspend  or  waive such rules and regulations  and  appoint  such
agents as it shall deem  appropriate for the proper administration of the
Plan; and (ix) make any other  determination  and  take  any other action
that the Committee deems necessary or desirable for the administration of
the  Plan.   Unless  otherwise  expressly  provided  in  the  Plan,   all
designations,  determinations,  interpretations and other decisions under
or  with  respect to the Plan or any  Award  shall  be  within  the  sole
discretion  of the Committee, may be made at any time and shall be final,
conclusive and  binding  upon  all  Persons,  including  the Company, any
Subsidiary, any Participant, any holder or beneficiary of  any Award, any
stockholder of the Company and any Employee.


                            SECTION 4

     Eligibility.  Any Employee shall be eligible to be granted an Award.


                            SECTION 5

          (a)  Shares  Available  for  Awards.  Subject to adjustment  as
provided in Section 5(b):

               (i)  Calculation  of  Number  of  Shares  Available.   The
number of Shares with respect to which  Awards  payable  in Shares may be
granted  under the Plan shall be 1,300,000.  Awards that by  their  terms
may be settled  only  in  cash  shall  not be counted against such total.
Grants of Stock Appreciation Rights, Limited Rights and Other Stock-Based
Awards not granted in tandem with Options  and  payable  only in cash may
relate to no more than 1,300,000 Shares.  If, after the effective date of
the  Plan,  an  Award  granted  under  the  Plan expires or is exercised,
forfeited, canceled or terminated without the  delivery  of  Shares, then
the Shares covered by such Award or to which such Award relates,  or  the
number of Shares otherwise counted against the aggregate number of Shares
with  respect  to  which Awards may be granted, to the extent of any such
expiration, exercise, forfeiture, cancellation or termination without the
delivery of Shares,  shall again be, or shall become, Shares with respect
to which Awards may be  granted.  To the extent that Shares are delivered
to pay the exercise price  of  an  Option or are delivered or withheld by
the Company in payment of the withholding taxes relating to an Award, the
number  of  Shares  so delivered or withheld  shall  become  Shares  with
respect to which Awards may be granted.

               (ii)   Substitute  Awards.   Any  Shares  delivered by the
Company, any Shares with respect to which Awards are made by the Company,
or any Shares with respect to which the Company becomes obligated to make
Awards,  through  the assumption of, or in substitution for,  outstanding
awards previously granted  by an acquired company or a company with which
the Company combines, shall  not  be counted against the Shares available
for Awards under the Plan.

               (iii) Sources of Shares  Deliverable  Under  Awards.   Any
Shares  delivered  pursuant  to  an  Award  may consist of authorized and
unissued  Shares  or of treasury Shares, including  Shares  held  by  the
Company or a Subsidiary  and  Shares  acquired  in  the  open  market  or
otherwise obtained by the Company or a Subsidiary.

               (iv) Individual  Limit.   Any provision of the Plan to the
contrary notwithstanding, no individual may  receive  in  any year Awards
under  the Plan, whether payable in cash or Shares, that relate  to  more
than 750,000 Shares.

          (b)  Adjustments.   In  the event that the Committee determines
that any dividend or other distribution  (whether  in  the  form of cash,
Shares,  Subsidiary  securities,  other  securities  or  other property),
recapitalization,  stock  split,  reverse  stock  split,  reorganization,
merger,  consolidation,  split-up,  spin-off, combination, repurchase  or
exchange  of  Shares or other securities  of  the  Company,  issuance  of
warrants or other  rights  to  purchase Shares or other securities of the
Company, or other similar corporate  transaction  or  event  affects  the
Shares  such  that  an  adjustment  is  determined by the Committee to be
appropriate  to  prevent  dilution  or enlargement  of  the  benefits  or
potential benefits intended to be made available under the Plan, then the
Committee may, in its sole discretion  and  in such manner as it may deem
equitable, adjust any or all of (i) the number  and  type  of  Shares (or
other  securities  or  property)  with  respect  to  which  Awards may be
granted,  (ii)  the  number  and  type of Shares (or other securities  or
property) subject to outstanding Awards,  and (iii) the grant or exercise
price  with  respect  to  any  Award  and,  if deemed  appropriate,  make
provision for a cash payment to the holder of  an  outstanding Award and,
if deemed appropriate, adjust outstanding Awards to  provide  the  rights
contemplated  by  Section  9(b) hereof; provided, in each case, that with
respect to Awards of Incentive  Stock Options no such adjustment shall be
authorized to the extent that such  authority  would  cause  the  Plan to
violate  Section 422(b)(1) of the Code or any successor provision thereto
and, with  respect to all Awards under the Plan, no such adjustment shall
be authorized  to  the  extent  that such authority would be inconsistent
with the requirements for full deductibility  under  Section  162(m); and
provided  further,  that  the  number  of  Shares  subject  to  any Award
denominated in Shares shall always be a whole number.


                            SECTION 6

          (a)  Stock Options.  Subject to the provisions of the Plan, the
Committee  shall  have  sole  and  complete  authority  to  determine the
Employees  to whom Options shall be granted, the number of Shares  to  be
covered by each  Option, the option price therefor and the conditions and
limitations applicable  to  the  exercise  of  the Option.  The Committee
shall have the authority to grant Incentive Stock  Options,  Nonqualified
Stock Options or both.  In the case of Incentive Stock Options, the terms
and  conditions  of such grants shall be subject to and comply with  such
rules as may be required by Section 422 of the Code, as from time to time
amended, and any implementing  regulations.   Except  in  the  case of an
Option granted in assumption of or substitution for an outstanding  award
of  a company acquired by the Company or with which the Company combines,
the exercise  price  of  any  Option granted under this Plan shall not be
less than 100% of the fair market  value  of the underlying Shares on the
date of grant.

          (b)  Exercise.  Each Option shall  be exercisable at such times
and subject to such terms and conditions as the  Committee  may,  in  its
sole discretion, specify in the applicable Award Agreement or thereafter,
provided,  however,  that in no event may any Option granted hereunder be
exercisable after the  expiration  of  10  years  after  the date of such
grant.   The  Committee  may impose such conditions with respect  to  the
exercise of Options, including without limitation, any condition relating
to the application of Federal  or  state  securities laws, as it may deem
necessary or advisable.

          (c)  Payment.  No Shares shall be  delivered  pursuant  to  any
exercise  of an Option until payment in full of the option price therefor
is received  by  the  Company.   Such payment may be made in cash, or its
equivalent,  or, if and to the extent  permitted  by  the  Committee,  by
applying cash  amounts  payable  by the Company upon the exercise of such
Option  or other Awards by the holder  thereof  or  by  exchanging  whole
Shares owned  by  such holder (which are not the subject of any pledge or
other security interest),  or by a combination of the foregoing, provided
that the combined value of all  cash,  cash  equivalents, cash amounts so
payable by the Company upon exercises of Awards and the fair market value
of  any  such  whole  Shares  so  tendered  to  the Company,  valued  (in
accordance  with  procedures  established  by the Committee)  as  of  the
effective date of such exercise, is at least equal to such option price.


                            SECTION 7

          (a)  Stock Appreciation Rights.  Subject  to  the provisions of
the  Plan,  the  Committee  shall  have  sole  and complete authority  to
determine  the  Employees  to  whom Stock Appreciation  Rights  shall  be
granted, the number of Shares to  be  covered  by  each  Award  of  Stock
Appreciation  Rights,  the  grant  price  thereof  and the conditions and
limitations  applicable  to  the  exercise  thereof.  Stock  Appreciation
Rights  may  be  granted in tandem with another  Award,  in  addition  to
another Award, or  freestanding  and unrelated to any other Award.  Stock
Appreciation Rights granted in tandem with or in addition to an Option or
other Award may be granted either at the same time as the Option or other
Award  or  at  a  later time.  Stock Appreciation  Rights  shall  not  be
exercisable after the  expiration  of  10  years after the date of grant.
Except in the case of a Stock Appreciation Right granted in assumption of
or substitution for an outstanding award of  a  company  acquired  by the
Company  or with which the Company combines, the grant price of any Stock
Appreciation Right granted under this Plan shall not be less than 100% of
the fair market  value  of  the Shares covered by such Stock Appreciation
Right on the date of grant or,  in the case of a Stock Appreciation Right
granted in tandem with a then outstanding  Option  or other Award, on the
date of grant of such related Option or Award.

          (b)  A  Stock  Appreciation  Right  shall  entitle  the  holder
thereof  to  receive  upon  exercise,  for  each Share to which  the  SAR
relates, an amount equal to the excess, if any,  of the fair market value
of a Share on the date of exercise of the Stock Appreciation  Right  over
the  grant price.  Any Stock Appreciation Right shall be settled in cash,
unless  the  Committee  shall  determine  at the time of grant of a Stock
Appreciation Right that it shall or may be  settled  in cash, Shares or a
combination of cash and Shares.


                            SECTION 8

          (a)  Limited Rights.  Subject to the provisions  of  the  Plan,
the  Committee  shall  have  sole and complete authority to determine the
Employees to whom Limited Rights  shall  be granted, the number of Shares
to be covered by each Award of Limited Rights,  the  grant  price thereof
and  the  conditions and limitations applicable to the exercise  thereof.
Limited Rights  may  be granted in tandem with another Award, in addition
to another Award, or freestanding  and  unrelated  to any Award.  Limited
Rights granted in tandem with or in addition to an Award  may  be granted
either at the same time as the Award or at a later time.  Limited  Rights
shall not be exercisable after the expiration of 10 years after the  date
of  grant and shall only be exercisable during a period determined at the
time  of  grant  by  the Committee beginning not earlier than one day and
ending not more than ninety  days  after the expiration date of an Offer.
Except  in  the  case of a Limited Right  granted  in  assumption  of  or
substitution for an  outstanding  award  of  a  company  acquired  by the
Company  or  with  which  the  Company  combines,  the grant price of any
Limited Right granted under this Plan shall not be less  than 100% of the
fair market value of the Shares covered by such Limited Right on the date
of grant or, in the case of a Limited Right granted in tandem with a then
outstanding Option or other Award, on the date of grant of  such  related
Option or Award.

          (b)  A  Limited  Right  shall  entitle  the  holder  thereof to
receive upon exercise, for each Share to which the Limited Right relates,
an amount equal to the excess, if any, of the Offer Price on the  date of
exercise  of  the  Limited Right over the grant price.  Any Limited Right
shall be settled in  cash,  unless  the  Committee shall determine at the
time of grant of a Limited Right that it shall or may be settled in cash,
Shares or a combination of cash and Shares.


                            SECTION 9

          (a)  Other  Stock-Based  Awards.    The   Committee  is  hereby
authorized  to grant to eligible Employees an "Other Stock-Based  Award",
which shall consist  of an Award, the value of which is based in whole or
in part on the value of  Shares,  that  is  not  an  instrument  or Award
specified in Sections 6 through 8 of this Plan.  Other Stock-Based Awards
may  be  awards of Shares or may be denominated or payable in, valued  in
whole or in  part  by  reference to, or otherwise based on or related to,
Shares  (including,  without   limitation,   securities   convertible  or
exchangeable into or exercisable for Shares), as deemed by  the Committee
consistent with the purposes of the Plan.  The Committee shall  determine
the  terms  and  conditions  of any such Other Stock-Based Award and  may
provide that such awards would  be  payable  in whole or in part in cash.
Except in the case of an Other Stock-Based Award granted in assumption of
or in substitution for an outstanding award of  a company acquired by the
Company or with which the Company combines, the price at which securities
may be purchased pursuant to any Other Stock-Based  Award  granted  under
this  Plan, or the provision, if any, of any such Award that is analogous
to the  purchase  or  exercise  price, shall not be less than 100% of the
fair market value of the securities  to  which  such Award relates on the
date of grant.

          (b)  Dividend Equivalents.  In the sole and complete discretion
of  the Committee, an Award, whether made as an Other  Stock-Based  Award
under  this  Section  9  or  as  an  Award granted pursuant to Sections 6
through  8  hereof,  may provide the holder  thereof  with  dividends  or
dividend equivalents,  payable  in  cash,  Shares, Subsidiary securities,
other securities or other property on a current or deferred basis.


                            SECTION 10

          (a)  Amendments to the Plan.  The  Board  may amend, suspend or
terminate the Plan or any portion thereof at any time,  provided  that no
amendment shall be made without stockholder approval if such approval  is
necessary to comply with any tax or regulatory requirement, including for
these  purposes  any approval necessary to qualify Awards as "performance
based" compensation  under  Section  162(m) or any successor provision if
such qualification is deemed necessary  or  advisable  by  the Committee.
Notwithstanding anything to the contrary contained herein, the  Committee
may  amend  the  Plan in such manner as may be necessary for the Plan  to
conform with local  rules and regulations in any jurisdiction outside the
United States.

          (b)  Amendments  to Awards.  The Committee may amend, modify or
terminate any outstanding Award  at any time prior to payment or exercise
in any manner not inconsistent with  the  terms  of  the  Plan, including
without limitation, (i) to change the date or dates as of which  an Award
becomes exercisable, or (ii) to cancel an Award and grant a new Award  in
substitution  therefor  under  such  different terms and conditions as it
determines  in  its  sole  and  complete  discretion  to  be  appropriate
Notwithstanding the foregoing, no amendment,  modification or termination
may impair the rights of a holder of an Award under  such  Award  without
the consent of the holder.

          (c)  Adjustment  of  Awards  Upon  the  Occurrence  of  Certain
Unusual  or  Nonrecurring Events.  The Committee is hereby authorized  to
make adjustments  in  the  terms  and  conditions  of,  and  the criteria
included  in,  Awards  in  recognition of unusual or nonrecurring  events
(including, without limitation,  the  events  described  in  Section 5(b)
hereof) affecting the Company, or the financial statements of the Company
or  any  Subsidiary,  or  of changes in applicable laws, regulations,  or
accounting  principles,  whenever  the  Committee  determines  that  such
adjustments are appropriate  to  prevent  dilution  or enlargement of the
benefits  or potential benefits intended to be made available  under  the
Plan.

          (d)  Cancellation.   Any  provision  of  this Plan or any Award
Agreement to the contrary notwithstanding, the Committee  may  cause  any
Award granted hereunder to be canceled in consideration of a cash payment
or  alternative  Award made to the holder of such canceled Award equal in
value to such canceled  Award.   The  determinations  of value under this
subparagraph shall be made by the Committee in its sole discretion.


                            SECTION 11

          (a)  Delegation.   Subject  to  the  terms  of  the   Plan  and
applicable law, the Committee may delegate to one or more officers of the
Company  the  authority,  subject  to  such  terms and limitations as the
Committee shall determine, to grant Awards to,  or  to  cancel, modify or
waive  rights  with  respect  to,  or to alter, discontinue, suspend,  or
terminate Awards held by, Employees  who are not officers or directors of
the  Company for purposes of Section 16  of  the  Exchange  Act,  or  any
successor  section  thereto,  or  who  are  otherwise not subject to such
Section.

          (b)  Award Agreements.  Each Award hereunder shall be evidenced
by a writing delivered to the Participant that  shall  specify  the terms
and  conditions  thereof and any rules applicable thereto, including  but
not limited to the effect on such Award of the death, retirement or other
termination of employment  of  the Participant and the effect thereon, if
any, of a change in control of the Company.

          (c)  Withholding.  (i)  A Participant may be required to pay to
the Company, and the Company shall  have  the  right  to  deduct from all
amounts paid to a Participant (whether under the Plan or otherwise),  any
taxes  required  by  law  to  be  paid  or  withheld in respect of Awards
hereunder to such Participant.  The Committee  may provide for additional
cash payments to holders of Awards to defray or  offset  any  tax arising
from the grant, vesting, exercise or payment of any Award.

               (ii)  At any time that a Participant is required to pay to
the  Company  an amount required to be withheld under the applicable  tax
laws in connection  with the issuance of shares of Common Stock under the
Plan, the participant  may,  if  permitted by the Committee, satisfy this
obligation in whole or in part by  electing  (the "Election") to have the
Company withhold from the issuance shares of Common  Stock having a value
equal  to the amount required to be withheld.  The value  of  the  shares
withheld  shall  be based on the fair market value of the Common Stock on
the date that the  amount  of  tax  to be withheld shall be determined in
accordance with applicable tax laws (the "Tax Date").

               (iii)  Each Election must  be  made prior to the Tax Date.
The Committee may suspend or terminate the right to make Elections at any
time.

               (iv)  A Participant may also satisfy  his or her total tax
liability  related  to  the  Award  by  delivering  Shares owned  by  the
Participant.  The value of the Shares delivered shall  be  based  on  the
fair market value of the Shares on the Tax Date.

          (d)  Transferability.    No  Awards  granted  hereunder  may be
transferred,  pledged,  assigned or otherwise encumbered by a Participant
except:

               (i)  by will;

               (ii)  by the laws of descent and distribution;

               (iii)  pursuant  to a domestic relations order, as defined
in the Code, if permitted by the  Committee  and so provided in the Award
Agreement or an amendment thereto; or

               (iv)  as to Options only, if permitted  by  the  Committee
and  so  provided in the Award Agreement or an amendment thereto, (a)  to
Immediate  Family Members, (b) to a partnership in which Immediate Family
Members, or  entities  in  which  Immediate  Family  Members are the sole
owners, members or beneficiaries, as appropriate, are  the only partners,
(c) to a limited liability company in which Immediate Family  Members, or
entities  in which Immediate Family Members are the sole owners,  members
or beneficiaries, as appropriate, are the only members, or (d) to a trust
for the sole  benefit  of  Immediate  Family  Members.  "Immediate Family
Members" shall be defined as the spouse and natural  or  adopted children
or  grandchildren  of the Participant and their spouses.  To  the  extent
that an Incentive Stock  Option is permitted to be transferred during the
lifetime  of  the Participant,  it  shall  be  treated  thereafter  as  a
Nonqualified Stock  Option.   Any attempted assignment, transfer, pledge,
hypothecation or other disposition  of  Awards,  or levy of attachment or
similar process upon Awards not specifically permitted  herein,  shall be
null  and  void  and  without  effect.   The  designation of a Designated
Beneficiary shall not be a violation of this Section 11(d).

          (e)  Share Certificates.  All certificates  for Shares or other
securities delivered under the Plan pursuant to any Award or the exercise
thereof  shall  be  subject  to  such  stop  transfer  orders  and  other
restrictions  as the Committee may deem advisable under the Plan  or  the
rules, regulations, and other requirements of the SEC, any stock exchange
upon which such  Shares  or  other  securities  are  then listed, and any
applicable federal or state laws, and the Committee may cause a legend or
legends to be put on any such certificates to make appropriate  reference
to such restrictions.

          (f)  No  Limit  on  Other  Compensation  Arrangements.  Nothing
contained  in  the  Plan  shall  prevent  the  Company from  adopting  or
continuing in effect other compensation arrangements, which may, but need
not,  provide  for  the grant of options, stock appreciation  rights  and
other types of Awards  provided  for  hereunder  (subject  to stockholder
approval  of  any  such  arrangement  if approval is required), and  such
arrangements may be either generally applicable  or  applicable  only  in
specific cases.

          (g)  No  Right  to Employment.  The grant of an Award shall not
be construed as giving a Participant  the  right  to  be  retained in the
employ  of  the Company or any Subsidiary or in the employ of  any  other
entity providing  services to the Company.  The Company or any Subsidiary
or any such entity may at any time dismiss a Participant from employment,
or terminate any arrangement  pursuant  to which the Participant provides
services to the Company, free from any liability  or  any claim under the
Plan,  unless otherwise expressly provided in the Plan or  in  any  Award
Agreement.  No Employee, Participant or other person shall have any claim
to be granted  any  Award,  and  there is no obligation for uniformity of
treatment  of Employees, Participants  or  holders  or  beneficiaries  of
Awards.

          (h)  Governing  Law.  The validity, construction, and effect of
the Plan, any rules and regulations  relating  to  the Plan and any Award
Agreement shall be determined in accordance with the laws of the State of
Delaware.

          (i)  Severability.  If any provision of the  Plan  or any Award
is  or  becomes or is deemed to be invalid, illegal, or unenforceable  in
any jurisdiction  or  as  to any Person or Award, or would disqualify the
Plan or any Award under any  law deemed applicable by the Committee, such
provision shall be construed or  deemed  amended to conform to applicable
laws,  or if it cannot be construed or deemed  amended  without,  in  the
determination  of  the  Committee,  materially altering the intent of the
Plan  or  the  Award,  such  provision  shall  be  stricken  as  to  such
jurisdiction, Person or Award and the remainder  of the Plan and any such
Award shall remain in full force and effect.

          (j)  No Trust or Fund Created.  Neither  the Plan nor any Award
shall create or be construed to create a trust or separate  fund  of  any
kind or a fiduciary relationship between the Company and a Participant or
any  other  Person.   To  the  extent that any Person acquires a right to
receive payments from the Company  pursuant to an Award, such right shall
be no greater than the right of any  unsecured  general  creditor  of the
Company.

          (k)  No  Fractional  Shares.   No  fractional  Shares  shall be
issued  or delivered pursuant to the Plan or any Award, and the Committee
shall determine whether cash, other securities or other property shall be
paid or transferred  in  lieu  of  any  fractional Shares or whether such
fractional Shares or any rights thereto shall be canceled, terminated, or
otherwise eliminated.

          (l)  Headings.  Headings are given  to  the  subsections of the
Plan  solely  as  a  convenience to facilitate reference.  Such  headings
shall not be deemed in  any  way material or relevant to the construction
or interpretation of the Plan or any provision thereof.


                            SECTION 12

     Term of the Plan.  Subject  to  Section 10(a), the Plan shall remain
in effect until all Awards permitted to  be  granted  under the Plan have
either been satisfied, expired or cancelled under the terms  of  the Plan
and  any restrictions imposed on Shares in connection with their issuance
under the Plan have lapsed.


                           As amended effective December 10, 1996