Exhibit 10.15

                       SPAN-AMERICA MEDICAL SYSTEMS, INC.

                   1997 LONG-TERM INCENTIVE STOCK OPTION PLAN




         1.  PURPOSE

          The purpose of the Span-America Medical Systems, Inc. 1997 Long-Term
Incentive Stock Option Plan (the "Plan") is to promote the growth and
profitability of Span-America Medical Systems, Inc. (the "Company") and its
subsidiaries ("Subsidiaries") from time to time by increasing the personal
participation of officers and key employees in the financial performance of the
Company and by providing such officers and key employees with an equity
opportunity in the Company. This purpose will be achieved through the grant of
stock options ("Options") to purchase shares of common stock of the Company
("Common Stock"), subject to achieving certain performance standards.

         2.  ADMINISTRATION

          The Plan shall be administered by the Company's Board of Directors
(the "Board"). The Board shall have complete authority to: (i) interpret all
terms and provisions of the Plan consistent with law; (ii) select from the group
of officers and key employees eligible to participate in the Plan the officers
and key employees to whom Options shall be granted; (iii) within the limits
established herein, determine the number of shares to be subject to, the
exercise price of and the term of each Option granted to each of such officers
and key employees; (iv) prescribe the form of instrument(s) evidencing Options
granted under this Plan; (v) determine the time or times at which Options shall
be granted to officers or key employees; (vi) make special grants of Options to
officers or key employees when determined to be appropriate; (vii) provide, if
appropriate, for the exercisability of Options granted to officers or key
employees in installments or subject to specified conditions; (viii) determine
the method of exercise of Options granted to officers or key employees under the
Plan; (ix) adopt, amend and rescind general and special rules and regulations
for the Plan's administration; and (x) make all other determinations necessary
or advisable for the administration of this Plan.

         3.  STOCK SUBJECT TO PLAN

          The stock to be offered under this Plan shall be authorized but
unissued shares of Common Stock, shares of Common Stock previously issued and
thereafter acquired by the Company, or any combination thereof. An aggregate of
70,800 shares are initially reserved for grant under this Plan. Options shall be

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first granted from the 60,000 shares remaining for grant under the Company's
1987 Stock Option Plan and the remaining shares, 10,800 shares, shall be granted
from shares available for grant under the Company's 1991 Stock Option Plan. All
of the options granted under this Plan shall be non-qualified stock options. The
numbers of shares granted under this Plan may be adjusted to reflect any change
in the capitalization of the Company as contemplated by the Plan and occurring
after the adoption of this Plan. The Board will maintain records showing the
cumulative total of all shares subject to Options outstanding under this Plan.

         4.       ELIGIBILITY AND FACTORS TO BE CONSIDERED IN GRANTING
                  OPTIONS

          The grant of Options shall be limited to those officers and key
employees of the Company or any of its Subsidiaries who have the greatest impact
on the Company's long-term performance and are selected by the Board. In making
any determination as to the officer(s) and key employee(s) to whom Options shall
be granted and as to the number of shares to be subject thereto, the Board shall
take into account, in each case, the level and responsibility of the person's
position, the level of the person's performance, the person's level of
compensation, the assessed potential of the person and such additional factors
as the Board shall deem relevant to the accomplishment of the purposes of the
Plan. Options may be granted only for a reason connected with an officer's or
key employee's employment by the Company or any Subsidiary.

         5.       OPTION PRICE

         The price per share at which each Option granted under this Plan may be
exercised shall be such price as shall be determined by the Board at the time of
grant based on such criteria as may be adopted by the Board in good faith,
taking into account, in each case, the market price of the Common Stock, the
level and responsibility of the person's position, the level of the person's
performance, the person's level of compensation, the assessed potential of the
person, and such additional factor or factors as the Board shall deem relevant
to the accomplishment of the purposes of the Plan; provided, however, that in no
event shall the exercise price per share of an Option be less than 50% of the
fair market value of the Company's shares of Common Stock on the date the Option
is granted.


         6.       TERMS OF OPTION

         The term of each Option granted under this Plan shall be established by
the Board, but shall not exceed 10 years from the date of the grant.

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         7.       TIME OF GRANTING OPTIONS

         The date of grant of an Option under this Plan shall, for all purposes,
be the date on which the Board makes the determination of granting such Option.
Notice of the determination shall be given to each officer or key employee to
whom an Option is so granted within a reasonable time after the date of such
grant.

         8.       OPTIONS GRANTED INITIALLY AND OPTION PRICE

         Effective March 26, 1997, options as set forth on Schedule A are hereby
granted.

         9.       VESTING SCHEDULE

         The employees to whom options are initially granted will have zero (0%)
percent vesting through December 31, 1999. If both performance goals (as defined
below) are met by fiscal year end 1999, the employees to whom options are
granted herein will become one hundred (100%) percent vested on January 1, 2000.
If both of the performance goals (as defined below) are not met by fiscal year
end 1999, the participants will remain zero (0%) percent vested through December
31, 2001 and shall become one hundred (100%) percent vested on January 1, 2002
whether or not either or both performance goals are met.

         10.      PERFORMANCE GOALS

         The Company must accomplish an operating profit margin of ten (10%)
percent and a return on beginning shareholders' equity of twelve (12%) percent
in order for vesting to occur on January 1, 2000. All accounting terms used
herein will be defined by GAAP and numbers used in the calculation will be
derived from the Company's fiscal 1999 audited financial statements. The
definition of operating profit margin and return on beginning shareholders'
equity are as follows: (a) operating profit margin shall mean operating profit
for fiscal 1999 divided by net sales for fiscal 1999; and (b) return on
beginning shareholders' equity shall mean net income for fiscal 1999 divided by
total shareholders' equity at the beginning of fiscal 1999.

         Ratios shall be rounded to the nearest tenth of a percentage point; for
example, a calculated operating profit margin of 9.951% will be rounded to 10.0%
(in which event the performance goal would be met). A calculated operating
profit margin of 9.949% will be rounded to 9.90% and the performance goal would
not be met.

         In its discretion, the Board may determine to exclude the effects of
material transactions not in the ordinary course of business, such as stock
repurchases or offerings, gain or loss on

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the sale of a business unit and similar transactions.

         11.  NON-TRANSFERABILITY

        An Option granted to a participant under this Plan shall not be
transferable by him or her except: (i) by will; (ii) by the laws of descent and
distribution; or (iii) pursuant to a qualified domestic relations order as
defined by the Code or in Title I of the Employee Retirement Income Security
Act, or the rules thereunder.

         12.  EXERCISABILITY OF OPTIONS

          Subject to the provisions of this Plan, an Option granted hereunder
shall be exercisable at such time or times after the date of grant thereof,
according to such schedule and upon such conditions as may be determined by the
Board at the time of grant.

          Any unexercised Option granted under this Plan shall terminate prior
to the expiration of its term on the date the optionee ceases to be an employee
of the Company or any Subsidiary of the Company, unless the optionee shall (a)
die while an employee of the Company or an employee of the Company or such
Subsidiary, in which case the participant's legatee(s) under his or her last
will or the participant's personal representative or representatives may
exercise all or part of the previously unexercised portion of the Option at any
time within one year after the participant's death to the extent the optionee
could have exercised the Option immediately prior to his or her death, (b)
become permanently or totally disabled within the meaning of section 22(e)(3) of
the Code (or any successor provision), in which case the participant or his or
her personal representative may exercise the previously unexercised portion of
the Option at any time within one year after termination of his or her
employment or directorship to the extent the optionee could have exercised the
Option immediately prior to such termination, or (c) resign or retire with the
consent of the Company, in which case the participant may exercise the
previously unexercised portion of the Option at any time within three months
after the participant's resignation or retirement to the extent the optionee
could have exercised the Option immediately prior to such resignation or
retirement.

                  In no event may an Option be exercised after the expiration of
its fixed term.

         13.  METHOD OF EXERCISE

          Each Option granted under the Plan shall be deemed exercised when the
holder (a) shall indicate the decision to do so in writing delivered to the
Company, (b) shall at the same

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time tender to the Company payment in full in cash of the exercise price for the
shares for which the Option is exercised, (c) shall tender to the Company
payment in full in cash of the amount of all federal and state withholding or
other employment taxes applicable to the taxable income, if any, of the holder
resulting from such exercise, and (d) shall comply with such other reasonable
requirements as the Board may establish.

          No person, estate or other entity shall have any of the rights of a
shareholder with reference to shares subject to an Option until a certificate
for the shares has been delivered.

          An Option granted under this Plan may be exercised for any lesser
number of shares than the full amount for which it could be exercised. Such a
partial exercise of an Option shall not affect the right to exercise the Option
from time to time in accordance with this Plan for the remaining shares subject
to the Option.

         14.  TERMINATION OF OPTIONS

          An Option granted under this Plan shall be considered terminated in
whole or part, to the extent that, in accordance with the provisions of this
Plan and such Option, it can no longer be exercised for any shares originally
subject to the Option. In the event employee is terminated by the Company for
cause, any unexercised option shall immediately be terminated. Cause shall be
defined to mean (a) the commission by employee of any felony, (b) the commission
by employee of any crime or other activity involving dishonesty or moral
turpitude, (c) the engagement by employee in any act of fraud, misappropriation
or similar misfeasance, (d) the engagement by employee in any activity deemed by
the Board of Directors to constitute disloyalty to the Company or otherwise
result in a material adverse effect on the Company or; (e) repeated
non-attentiveness by employee to his assigned duties by officers of the Company.

         15.  ADJUSTMENTS UPON CHANGES IN CAPITALIZATION

          In the event of any change in the outstanding Common Stock of the
Company by reason of a stock dividend, stock split, stock consolidation,
recapitalization, reorganization, merger, split up or the like, the shares
available for purposes of this Plan, the shares to be covered by subsequent
grants and the number and kind of shares under option in outstanding option
agreements pursuant to this Plan and the option price under such agreements
shall be appropriately adjusted so as to preserve, but not increase, the
benefits of this Plan to the Company and the benefits to the holders of such
Options.

          Adjustments under this Section shall be made by the Board, whose
determination as to what adjustments shall be made

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and the extent thereof, shall be final, binding and conclusive.

         16.  COMPLIANCE WITH SECURITIES LAWS AND OTHER REQUIREMENTS

          No certificate(s) for shares shall be executed and delivered upon
exercise of an Option until the Company shall have taken such action, if any, as
is then required to comply with the provisions of the Securities Act of 1933, as
amended, the Securities Exchange Act of 1934, as amended, the South Carolina
Uniform Securities Act, as amended, any other applicable state securities law(s)
and the requirements of any exchange on which the Common Stock may, at the time,
be listed.

          In the case of the exercise of an Option by a person or estate
acquiring the right to exercise the Option by bequest or inheritance, the Board
or Committee may require reasonable evidence as to the ownership of the Option
and may require such consents and releases of taxing authorities as it may deem
advisable.

         17.  NO RIGHT TO EMPLOYMENT

          Neither the adoption of the Plan nor its operation, nor any document
describing or referring to the Plan, or any part thereof, shall confer upon any
employee participant under the Plan any right to continue in the employ of the
Company or shall in any way affect the right and power of the Company to
terminate the employment or position with the Company of any participant under
this Plan at any time with or without assigning a reason therefor, to the same
extent as the Company might have done if this Plan had not been adopted.

         18.      RIGHTS UPON CONSOLIDATION OR MERGER

         If the Company is to be consolidated or merged with another corporation
and the Company's directors do not constitute a majority of the directors of the
surviving company, each Option hereunder, which at the time of such
consolidation or merger is not yet vested shall be vested (either in full or on
a pro rata basis at the Board's discretion) prior to the effective date of such
merger or consolidation; provided, however, that such vesting shall be made only
if the Board determines, in its sole discretion, that substantial compliance
with the Performance Goals has been achieved. Without limiting the foregoing,
the Board may determine to grant options subject to consummation of the
contemplated change of control transaction.

         19.  AMENDMENT AND TERMINATION

          The Board may at any time suspend, amend or terminate this Plan. The
Board may make such modifications of the terms and conditions of a holder's
Option as it shall deem advisable;

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provided that an Option granted under this Plan may not be modified by the Board
with respect to any term or condition thereof. No Option may be granted during
any suspension of the Plan or after such termination. Notwithstanding the
foregoing provisions of this Section, no amendment, suspension or termination
shall, without the consent of the holder of an Option, alter or impair any
rights or obligations under any Option theretofore granted under the Plan.

         20.  INDEMNIFICATION OF BOARD OR COMMITTEE

          In addition to such other rights of indemnification as they may have
as members of the Board, the members of the Board shall, to the fullest extent
permitted by law, be indemnified by the Company against the reasonable expenses,
including attorney's fees, actually and necessarily incurred in connection with
the defense of any action, suit or proceeding, or in connection with any appeal
therein, to which they or any of them may be a party by reason of any action
taken or failure to act under or in connection with the Plan or any Option
granted thereunder, and against all amounts paid by them in settlement thereof
(provided the settlement is approved by independent legal counsel selected by
the Company) or paid by them in satisfaction of a judgment in any such action,
suit or proceeding, except in relation to matters as to which it shall be
adjudged in such action, suit or proceeding that such Board member is liable for
gross negligence or misconduct in the performance of his duties; provided that
within 60 days after institution of any such action, suit or proceeding the
Board member or Committee member shall in writing offer the Company the
opportunity, at its own expense, to handle and defend the same.

         21.  DURATION OF THE PLAN

          Unless previously terminated by the Board, this Plan shall terminate
at the close of business on January 2, 2002, and no Option shall be granted
under it thereafter, but such termination shall not affect any Option
theretofore granted under this Plan.

         22.  EFFECTIVE DATE OF THE PLAN

          This Plan is adopted by the Board of the Company effective March 26,
1997.



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                                                    SCHEDULE A




                  Participant               # Shares
                  -----------               --------
                  Jim Ferguson               11,300
                  Richard Coggins            10,000
                  Rob Ackley                  9,500
                  Clyde Shew                  9,500
                  Ed Maier                    9,000
                  Keith Mauldin               8,500
                  Melinda Gage                6,800
                  Wanda Totton                6,200
                                            -------
                          Total              70,800

Each of these options is granted at an exercise price of $4.00 per share.



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