Exhibit 10.11



                                McMoRan OIL & GAS CO.
                               1994 STOCK OPTION PLAN


                                      SECTION 1

                    Purpose.  The purpose of the McMoRan Oil & Gas Co. 1994
          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  McMoRan
          Oil & Gas Co.

                    "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 McMoRan Oil & Gas Co.

                    "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,  (iii) any  officer or  employee of  an
          entity  with  which  the   Company  has  contracted  to   receive
          management 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  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 $0.01 per share,  of McMoRan Oil &  Gas Co. (including  any
          attached  Preferred  Stock  Purchase  Rights),  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 cancelled, forfeited or suspended and the method or methods by
          which Awards may be  settled, exercised, cancelled, 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 3,000,000.  If, after the effective  date
          of the  Plan, an  Award  granted under  the  Plan expires  or  is
          exercised,  forfeited,  cancelled   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.

                    (iv)  Individual Limit.  Any  provision of the Plan  to
          the contrary notwithstanding,  no individual may  receive in  any
          year Awards  under the  Plan that  relate  to more  than  600,000
          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  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,  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)  of  the   Code  and   the
          regulations thereunder; 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  cancelled  in
          consideration of a cash payment or alternative Award made to  the
          holder of such cancelled Award equal  in value to such  cancelled
          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)
          if permitted  by  the Committee  and  so provided  in  the  Award
          Agreement or  an amendment  thereto, Options  and Limited  Rights
          granted in tandem therewith may be transferred or assigned (a) to
          Immediate Family Members, (b) to a partnership in which Immediate
          Family Members, or entities in which Immediate Family Members are
          the owners,  members or  beneficiaries, as  appropriate, are  the
          partners, (c) to a limited  liability company in which  Immediate
          Family Members, or entities in which Immediate Family Members are
          the owners,  members or  beneficiaries, as  appropriate, are  the
          members, or (d) to  a trust for the  benefit of Immediate  Family
          Members; provided,  however,  that  no more  than  a  de  minimus
          beneficial interest in a  partnership, limited liability  company
          or trust described in  (b), (c) or  (d) above may  be owned by  a
          person who is not an Immediate Family Member or by an entity that
          is not beneficially  owned solely by  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, 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 cancelled, 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 stockholder  of
          the Company.


                                     SECTION 13

                    Term of the Plan.  No Award shall be granted under  the
          Plan after the  tenth 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.