EXHIBIT 10.14
                      FREEPORT-McMoRan INC.
                      1992 STOCK OPTION PLAN

                            SECTION 1

        Purpose.   The  purposes  of the Freeport-McMoRan Inc. 1992 Stock
Option Plan (the "Plan") are to promote the interests of Freeport-McMoRan
Inc. and its stockholders by (i) attracting  and  retaining executive and
other key employees, as hereinafter defined, of Freeport-McMoRan Inc. and
its   affiliates;   (ii)   motivating   such   employees   by  means   of
performance-related incentives to achieve longer-range performance goals;
and (iii) enabling such employees to participate in the long-term  growth
and financial success of the Company.

                            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 Freeport-McMoRan
Inc.

        "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, (ii) any employee of the Company or a Subsidiary,  including  any
director  who  is  also  an  employee of the Company or a Subsidiary, and
(iii) any person who has agreed  in  writing to become a person described
in clauses (i) or (ii) 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
own beneficially  more  than  40% of the Shares outstanding (exclusive of
Shares held in the Company's treasury or by the Company's Subsidiaries).

        "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 $.01
per  share,  of Freeport-McMoRan Inc., 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 Freeport-McMoRan  Copper  &  Gold  Inc.,
Freeport-McMoRan  Resource   Partners,   Limited   Partnership,  and  any
corporation  or  other  entity in which Freeport-McMoRan  Inc.  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.


                            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 who is not a member  of  the Committee
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 may be granted  under  the Plan shall
be 8,000,000.  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.

        (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 acquired in the open  market  or otherwise obtained by the
Company or a Subsidiary.

        (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 or, if deemed appropriate, make provision
for a cash payment to the holder of an outstanding  Award  or,  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 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 Stock Appreciation
Right,  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  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  Limited Right, 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
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.   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.
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 with the holder's consent  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.

        (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.   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.

        (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.  The Company or any Subsidiary may at
any time dismiss a Participant  from  employment, 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

        Effective Date of the Plan.  The Plan  shall  be  effective as of
the date of its approval by the stockholders of the Company.


                            SECTION 13

        Term of the Plan.  No Award shall be granted under the Plan after
the fifth anniversary of the effective date of the Plan; however,  unless
otherwise  expressly  provided  in  the  Plan  or  in an applicable Award
Agreement, any Award theretofore granted may, and the  authority  of  the
Committee to amend, alter, adjust, suspend, discontinue, or terminate any
such  Award  or  to  waive  any conditions or rights under any such Award
shall, extend beyond such date.