Exhibit 10.3
                      
                      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 1,000,000.  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
200,000 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) 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, 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.


                      As amended effective December 10, 1996