EXHIBIT 10.29


                        THE MULTICARE COMPANIES, INC.
                      NONQUALIFIED STOCK PURCHASE PLAN





Table of Contents
                                                       Page
SECTION 1 - PURPOSE                                      1

SECTION 2 - DEFINITIONS                                  1

     2.1  "Board of Directors"                           1
     2.2  "Code"                                         1
     2.3  "Committee"                                    1
     2.4  "Common Stock"                                 1
     2.5  "Common Stock Account"                         1
     2.6  "Company"                                      1
     2.7  "Custodian"                                    1
     2.8  "Eligible Compensation"                        1
     2.9  "Eligible Employee"                            1
     2.10 "Employer"                                     2
     2.11 "Entry Date"                                   2
     2.12 "Fair Market Value"                            2
     2.13 "Participant"                                  2
     2.14 "Payroll Deduction Account"                    2
     2.15 "Plan"                                         2
     2.16 "Plan Year"                                    2
     2.17 "Purchase Period"                              2

SECTION 3 - ELIGIBILITY                                  2

     3.1  General Rule                                   2
     3.2  Leave of Absence                               2
     3.3  Common Stock Account                           2

SECTION 4 - PARTICIPATION AND PAYROLL DEDUCTIONS         3
     4.1  Enrollment                                     3
     4.2  Amount of Deduction Accounts                   3
     4.3  Subsequent Plan Years                          3
     4.4  Changes in Participation                       3

SECTION 5 - OFFERINGS                                    3
     5.1  Maximum Number of Shares                       4
     5.2  Exercise of Options                            4
     5.3  Oversubscription of Shares                     5
     5.4  Limitations on Grant and Exercise of Options   5

SECTION 6 - DISTRIBUTIONS OF COMMON STOCK ACCOUNTS       5
     5.1  Termination of Employment                      5
     5.2  In-Service Withdrawals                         5

SECTION 7 - DIVIDENDS ON SHARES                          5

SECTION 8 - RIGHTS AS A STOCKHOLDER                      6

SECTION 9 - OPTIONS NOT TRANSFERABLE                     6

SECTION 10 - COMMON STOCK                                6

     10.1 Reserved Shares                                6
     10.2 Restrictions on Exercise                       6
     10.3 Restrictions on Sale                           6
     10.4 Additional Restrictions of Rule 16b-3          7

SECTION 11 - ADJUSTMENT UPON CHANGES IN CAPITALIZATION   7

SECTION 12 - ADMINISTRATION                              7

     12.1 Appointment                                    7
     12.2 Authority                                      7
     12.3 Committee Procedures                           7
     12.4 Duties of Committee                            8
     12.5 Plan Expenses                                  8
     12.6 Indemnification                                8

SECTION 13 - AMENDMENT AN TERMINATION                    8

     13.1 Amendment                                      8
     13.2 Termination                                    8

SECTION 14 - EFFECTIVE DATE                              9

SECTION 15 - GOVERNMENTAL AND OTHER REGULATIONS          9

SECTION 16 - NO EMPLOYMENT RIGHTS                        9

SECTION 17 - WITHHOLDING                                 9

SECTION 18 - OFFSETS                                     10

SECTION 19 - NOTICES, ETC.                               10

SECTION 20 - CAPTIONS, ETC.                              10

SECTION 21 - EFFECT OF PLAN                              10

SECTION 22 - GOVERNING LAW                               11

SECTION 23 - TRANSFERABILITY                             11



                                  SECTION 1

                                   PURPOSE

     The  purpose  of  the  Plan  is  to  secure  for  the  Company  and  its
stockholders  the  benefits of the incentive inherent  in  the  ownership  of
Common Stock by current and future Eligible Employees.

                                  SECTION 2

                                 DEFINITIONS

     When used herein, the following terms shall have the following meanings:

     2.1  "Board of Directors" means the Board of Directors of the Company.

     2.2  "Code"  means the Internal Revenue Code of 1986, as  amended  from
time to time, or any successor statute thereto.

     2.3  "Committee" means the committee appointed by the Board of Directors
to administer the Plan pursuant to Section 12.

     2.4  "Common Stock" means common stock, par value $0.01 per  share,  of
the Company.

     2.5  "Common  Stock  Account" means the account established  with,  and
maintained  by,  the  Custodian,  for the purpose  of  holding  Common  Stock
purchased pursuant to this Plan.

     2.6  "Company"  means  The  Multicare  Companies,  Inc.,  a   Delaware
corporation, and its successors and assigns.

     2.7  "Custodian" means the agent selected by the Company to hold Common
Stock purchased under the Plan.

     2.8  "Eligible  Compensation"  means  the  sum  of:   (i)  the   total
compensation paid to an Eligible Employee by the Employer which is subject to
tax  under  Code section 3402, or any successor provision thereto  (or  which
would  be  subject  to tax thereunder if the employee were fully  subject  to
Federal  income  tax with respect to such compensation),  plus  (ii)  amounts
deferred under a plan of the Employer intended to qualify under Code  section
401(k)  (a  "401(k)  Plan")  by such Eligible Employee,  plus  (iii)  amounts
deferred under a plan of the Employer intended to qualify under Code  section
125.

<PAGE>                                1

     2.9  "Eligible  Employee" means each employee of the Employer  who  has
completed at least six months of employment.


     2.10 "Employer"  means  any  non-corporate  entity  that,  directly  or
indirectly,  controls or is controlled by, or is under common  control  with,
the  Company,  and that has been designated by the Board of  Directors  as  a
participating employer under the Plan.

     2.11 "Entry Date" means the first day of each Purchase Period.

     2.12 "Fair Market Value" means the mean of the high and low sales prices
of a share of Common Stock as reported on the New York Stock Exchange or such
other exchange on which the shares of Common Stock are principally traded  on
the  date  in question or, if the Common Stock shall not have been traded  on
such  date, the mean of the high and low sales prices on the first day  prior
thereto on which the Common Stock was so traded, or, if the Common Stock  was
not  so  traded, such other amount as may be determined by Committee  in  its
sole discretion.

     2.13 "Participant"  means  an  Eligible  Employee  who  has  met   the
requirements of Section 3 and has elected to participate in the Plan pursuant
to Section 4.1.

     2.14 "Payroll Deduction Account" means the bookkeeping entry established
by the Employer for each Participant pursuant to Section 4.3.

     2.15 "Plan"  means  The  Multicare Companies, Inc.  Nonqualified  Stock
Purchase Plan as set forth herein and as amended from time to time.

     2.16 "Plan  Year" means the 1996 calendar year and each  calendar  year
thereafter.

     2.17 "Purchase  Period" means each calendar quarter commencing  on  and
after  the effective date of the Plan.  Each such Purchase Period shall begin
on  the  first day of the calendar quarter and end on the last  day  of  that
calendar quarter.

                                  SECTION 3

                                 ELIGIBILITY

     3.1  General Rule. Subject to Section 3.3, an Eligible Employee shall be
eligible  to  become a Participant in the Plan beginning on  the  Entry  Date
coincident with or next following the date he becomes an Eligible Employee.

     3.2   Leave  of  Absence. Unless the Committee otherwise  determines,  a
Participant on a paid leave of absence shall continue to be a Participant  in
the  Plan  so  long as Participant is on such paid leave of absence.   Unless
otherwise  determined by the Committee, a Participant on an unpaid  leave  of
absence shall not be entitled to participate in any offering commencing after
such  unpaid  leave  has  begun but shall not be deemed  to  have  terminated

<PAGE>                                2

employment  for  purposes of the Plan.  A Participant who,  upon  failing  to
return to work following a leave of absence, is deemed not to be an employee,
shall  not  be entitled to participate in any offering commencing after  such
termination  of  employment and such Participants Payroll  Deduction  Account
shall be paid out in accordance with Section 6.1

     3.3  Common Stock Account. As a condition to participation in this Plan,
each  Eligible Employee shall be required to hold shares purchased  hereunder
in  a Common Stock Account and such employees decision to participate in  the
Plan shall constitute the appointment of the Custodian as custodial agent for
the  purpose  of  holding such shares.  Such Common  Stock  Account  will  be
governed  by, and subject to, the terms and conditions of a written agreement
with the Custodian.

                                  SECTION 4

                    PARTICIPATION AND PAYROLL DEDUCTIONS

     4.1   Enrollment. Each Eligible Employee may elect to participate in the
Plan  for  a  Plan  Year by completing an enrollment form prescribed  by  the
Committee and returning it to the Employer on or before the date specified by
the Committee.

     4.2   Amount of Deduction. The enrollment form shall specify  an  amount
(in  whole dollars) or percentage (in whole numbers) of Eligible Compensation
which  shall  be withheld from the Participants regular paychecks,  including
bonus  paychecks, if any, for the Plan Year.  No amount shall be withheld  in
excess  of the amount described in Section 5.4.  The Committee, in  its  sole
discretion,  may  authorize  payment  in  respect  of  any  option  exercised
hereunder by personal check.

     4.3   Payroll  Deduction Accounts. Each Participants  payroll  deduction
shall be credited, as soon as practicable following the relevant pay date, to
a  Payroll  Deduction  Account,  pending the  purchase  of  Common  Stock  in
accordance with the provisions of the Plan.  All such amounts shall be assets
of  the  Employer  and  may be used by the Employer  for  any  purpose.   The
Employer  shall not be obligated to segregate the payroll deductions  in  any
way.   No  interest shall accrue or be paid on amounts credited to a  Payroll
Deduction Account.

     4.4   Subsequent  Plan Years. Unless otherwise specified  prior  to  the
beginning of any Plan Year on an enrollment form prescribed by the Committee,
a  Participant  shall  be  deemed  to have elected  to  participate  in  each
subsequent Plan Year for which he is eligible to the same extent and  in  the
same manner as at the end of the prior Plan Year.

     4.5  Changes in Participation.

     (a)    At  any  time  during  a  Plan  Year,  a  Participant  may  cease
participation in the Plan by completing and filing the form prescribed by the
Committee with the Employer.  Such cessation will become effective as soon as

<PAGE>                                3

practicable  following  receipt of such form by the  Employer,  whereupon  no
further  payroll deductions will be made and the Employer shall pay  to  such
Participant  an  amount  equal  to the balance in  the  Participants  Payroll
Deduction  Account  as soon as practicable thereafter.  To  the  extent  then
eligible,  any Participant who ceases to participate may elect to participate
again  on any subsequent Entry Date in any calendar quarter after the quarter
in which such Participant ceased to participate.

     (b)   At  any time during the Plan Year (but not more than once  in  any
calendar  quarter), a Participant may increase or decrease the percentage  of
Eligible  Compensation  subject  to  payroll  deductions  within  the  limits
provided  in Section 4.2 by filing the form prescribed by the Committee  with
the  Employer.   Such  increase or decrease shall become effective  with  the
first  pay  period  following  receipt of  such  form  to  which  it  may  be
practicably applied.

     (c)  Any Participant who receives a distribution under a 401(k) Plan  on
account  of hardship, as determined under such plan, shall be suspended  from
participation  in  the  Plan  for  the  same  period  as  such   Participants
participation in the 401(k) Plan shall be suspended.

                                  SECTION 5

                                  OFFERINGS

     5.1   Maximum Number of Shares. The Plan will be implemented  by  making
offerings  of  Common  Stock during each Purchase Period  until  the  maximum
number  of  shares of Common Stock available under the Plan have been  issued
pursuant to the exercise of options.

     5.2  Exercise of Options.

     (a)   Subject to Section 5.3, on the first day of each Purchase  Period,
each  Participant  shall  be deemed, subject to Section  5.4,  to  have  been
granted an option to purchase on the last day of the Purchase Period, without
any further action, the number of whole shares of Common Stock determined  by
dividing  the amounts credited to the Participants Payroll Deduction  Account
on  the  last day of the Purchase Period by the Purchase Price (as determined
in  paragraph  (b)  below).   All  such  shares  shall  be  credited  to  the
Participants Common Stock Account.  The balance of any amount credited to the
Participants Payroll Deduction Account which is not sufficient to purchase  a
whole share of Common Stock shall remain in the Payroll Deduction Account and
shall be applied to the next offering under this Plan.

     (b)  The Purchase Price for each share of Common Stock shall be equal to
the  lesser of (i) eighty-five percent (85%) of the Fair Market Value of each
share  on  the  first day of the Purchase Period or (ii) eighty-five  percent

<PAGE>                                4

(85%) of the Fair Market Value of each share on the last day of such Purchase
Period.

     5.3   Oversubscription of Shares. the total number of  shares  of  which
options  are  exercised on the last day of any Purchase  Period  exceeds  the
maximum  number of shares available for the applicable offering, the  Company
shall   make  an  allocation  of  the  shares  available  for  delivery   and
distribution among the Participants in as nearly a uniform manner as shall be
practicable, and the balance of all amounts credited to Participants  Payroll
Deduction Accounts shall be applied to the next offering.

     5.4  Limitations on Grant and Exercise of Options.

     No option granted under this Plan shall permit a Participant to purchase
stock  under  all  employee stock purchase plans of the Employer  at  a  rate
which,  in  the aggregate, exceeds $25,000 of the Fair Market Value  (payroll
deductions  not in excess of $21,250) of such stock (determined at  the  time
the  option  is  granted)  for each calendar year  in  which  the  option  is
outstanding at any time.

                                  SECTION 6

                    DISTRIBUTIONS OF COMMON STOCK ACCOUNT

     6.1   Termination  of Employment If a Participants employment  with  the
Employer terminates for any reason during a Plan Year, all shares credited to
the  Participants Common Stock Account shall be distributed, and  any  amount
credited to the Participants Payroll Deduction Account shall be refunded,  to
the  Participant  or,  in  the  event of  the  Participant=s  death,  to  the
Participants estate, as soon as practicable.

     6.2   In-Service  Withdrawals.  Prior  to  Participants  termination  of
employment with the Employer, the Participant may withdraw some or all of the
whole  shares credited to the Participants Common Stock Account, as  long  as
such  shares  have been held in the Participants Common Stock Account  for  a
period of at least six (6) months.

                                  SECTION 7

                             DIVIDENDS ON SHARES

     All cash dividends paid with respect to shares of Common Stock held in a
Participants  Common Stock Account shall be invested automatically  in  whole
shares of Common Stock purchased at 100% of Fair Market Value on the last day
of  the  next Purchase Period.  Notwithstanding the foregoing, the amount  of
any cash dividend which is not sufficient to purchase a whole share of Common
Stock also shall be credited to the Participants Payroll Deduction Account as
soon  as  practicable after the payment date of each dividend.  All  non-cash
distributions  paid  on  Common Stock held in  a  Participants  Common  Stock

<PAGE>                                5

Account shall be paid to the Participant as soon as practicable.

                                  SECTION 8

                           RIGHTS AS A STOCKHOLDER

     When the Participant purchases Common Stock pursuant to the Plan or when
Common  Stock  is  credited  to the Participants Common  Stock  Account,  the
Participant  shall have all of the rights and privileges of a stockholder  of
the  Company with respect to the shares so purchased or credited, whether  or
not certificates representing full shares have been issued.

                                  SECTION 9

                          OPTIONS NOT TRANSFERABLE

     Options  granted under the Plan are not transferable by the  Participant
other  than  by  will  or  the  laws  of descent  and  distribution  and  are
exercisable during the Participants lifetime only by the Participant.

                                 SECTION 10

                                COMMON STOCK

     10.1  Reserved Shares. There shall be reserved for issuance and purchase
under the Plan and The Multicare Companies, Inc. Employee Stock Purchase Plan
previously adopted by the Company an aggregate of 1,200,000 shares of  Common
Stock,  subject to adjustment as provided in Section 11.  Shares  subject  to
the  Plan  may  be shares now or hereafter authorized but unissued,  treasury
shares, or both.

     10.2  Restrictions on Exercise.  In its sole discretion,  the  Board  of
Directors may require as conditions to the exercise of any option that shares
of  Common  Stock reserved for issuance upon the exercise of an option  shall
have  been  duly listed on any recognized national securities  exchange,  and
that  either  a registration statement under the Securities Act of  1933,  as
amended,  with respect to said shares shall be effective, or the  Participant
shall  have  represented  at  the time of purchase,  in  form  and  substance
satisfactory  to  the  Company,  that it is  the  Participants  intention  to
purchase the shares for investment only and not for resale or distribution.

     10.3 Restriction on Sale Notwithstanding any other provision of the Plan
to  the  contrary, shares of Common Stock purchased hereunder  shall  not  be
transferable  by  a  Participant for a period of six (6)  months  immediately
following  the  last  day of the Purchase Period in  which  the  shares  were
purchased.

<PAGE>                                6

     10.4  Additional Restrictions of Rule 16b-3 The terms and conditions  of
options  granted hereunder to, and the purchase of shares by, persons subject
to  Section 16 of the Securities Exchange Act of 1934 shall comply  with  the
applicable  provisions of Rule 16b-3.  This Plan shall be deemed to  contain,
and  such options shall contain, and the shares issued upon exercise  thereof
shall  be subject to, such additional conditions and restrictions as  may  be
required  by Rule 16b-3 to qualify for the maximum exemption from Section  16
of the Securities Exchange Act of 1934 with respect to Plan transactions.

                                 SECTION 11

                  ADJUSTMENT UPON CHANGES IN CAPITALIZATION

     In the event of a subdivision or consolidation of the outstanding shares
of  Common  Stock, or the payment of a stock dividend thereon, the number  of
shares  reserved  or  authorized to be reserved  under  this  Plan  shall  be
increased  or decreased, as the case may be, proportionately, and such  other
adjustments  shall  be made as may be deemed necessary or  equitable  by  the
Board  of  Directors.  In the event of any other change affecting the  Common
Stock, such adjustments shall be made as may be deemed equitable by the Board
of  Directors, in its sole discretion, to give proper effect to  such  event,
subject to the limitations of Code section 424.

                                 SECTION 12

                               ADMINISTRATION

     12.1  Appointment The Plan shall be administered by the Committee.   The
Committee  shall  consist  of two or more members  who  shall  serve  at  the
pleasure of the Board of Directors.  The Board of Directors may from time  to
time appoint members of the Committee in substitution for, or in addition to,
members previously appointed and may fill vacancies, however caused,  in  the
Committee.

     12.2  Authority  Subject  to the express provisions  of  the  Plan,  the
Committee shall have authority to interpret the Plan, to prescribe, amend and
rescind  rules  and  regulations relating  to  it,  and  to  make  all  other
determinations necessary or advisable in administering the Plan, all of which
determinations shall be final and binding upon all persons.  If  and  to  the
extent  required by Rule 16b-3 or any successor exemption which the Committee
believes  it  is  appropriate  for the Plan to  qualify,  the  Committee  may
restrict a Participants ability to participate in the Plan or sell any Common
Stock  received  under  the  Plan  for such period  as  the  Committee  deems
appropriate   or  may  impose  such  other  conditions  in  connection   with
participation  or  distribution  under  the  Plan  as  the  Committee   deems
appropriate.

     12.3  Committee Procedures. The Committee may select one of its  members

<PAGE>                                7

as  it  Chairman and shall hold its meetings at such times and places  as  it
shall  deem  advisable and may hold telephonic meetings.  A majority  of  its
members shall constitute a quorum.  All determinations of the Committee shall
be  made by a majority of its members.  Any decision or determination reduced
to  writing and signed by a majority of the members of the Committee shall be
as  fully  effective as if it had been made by a majority vote at  a  meeting
duly  called  and  held.  The Committee may request advice or  assistance  or
employ  such other persons as are necessary for the proper administration  of
the Plan.

     12.4  Duties  of  Committee The Committee shall establish  and  maintain
records  of  the Plan and of each Payroll Deduction Account and Common  Stock
Account established for any Participant hereunder.

     12.5  Plan  Expenses  The Company shall pay the  fees  and  expenses  of
accountants,  counsel,  agents  and  other  personnel  and  other  costs  and
administration of the Plans.

     12.6  Indemnification To the maximum extent permitted by law, no  member
of  the  Committee shall be personally liable by reason of  any  contract  or
other  instrument executed by such member or on such members behalf  in  such
members  capacity as a member of the Committee or for any mistake of judgment
made  in  good  faith,  and the Company shall indemnify  and  hold  harmless,
directly from its own assets (including the proceeds of any insurance  policy
the premiums of which are paid from the Companys own assets), each member  of
the Committee and each other officer, employee or director of the Company  to
whom  any  duty or power relating to the administration or interpretation  of
the  Plan  or to the management or control of the assets of the Plan  may  be
delegated  or  allocated,  against  any  cost  or  expense  (including  fees,
disbursements and other charges of legal counsel) or liability (including any
sum  paid in settlement of a claim with the approval of the Company)  arising
out  of any act or omission to act in connection with the Plan unless arising
out  of  such  persons  own  fraud, willful misconduct  or  bad  faith.   The
foregoing  shall not be deemed to limit the Companys obligation to  indemnify
any  member  of the Committee under the Companys Certificate of Incorporation
or By-laws, or any other agreement between the Company and such member.

                                 SECTION 13

                          AMENDMENT AND TERMINATION

     13.1 Amendment The Board of Directors may amend the Plan in any respect;
provided,  however, that the Plan may not be amended in any manner that  will
retroactively impair or otherwise adversely affect the rights of  any  person
to  benefits  under the Plan which have accrued prior to  the  date  of  such
action.

     13.2  Termination The Plan will terminate on the date that  Participants
become  entitled to purchase a number of shares greater than  the  number  of

<PAGE>                                8

reserved  shares  available  for purchase.  In  addition,  the  Plan  may  be
terminated at any time, in the sole discretion of the Board of Directors.

                                 SECTION 14

                               EFFECTIVE DATE

     The  Plan shall become effective on January 1, 1996, subject to approval
by the Board of Directors.

                                 SECTION 15

                     GOVERNMENTAL AND OTHER REGULATIONS

     The  Plan  and  the  grant and exercise of options  to  purchase  shares
hereunder,  and the Companys obligation to sell and deliver shares  upon  the
exercise  of  options to purchase shares, shall be subject to all  applicable
Federal, state and foreign laws, rules and regulations, and to such approvals
by any regulatory or governmental agency as, in the opinion of counsel to the
Company, may be required.

                                 SECTION 16

                            NO EMPLOYMENT RIGHTS

     The  Plan  does  not create, directly or indirectly, any right  for  the
benefit  of  any employee or class of employees to purchase any shares  under
the  Plan,  or  create in any employee or class of employees any  right  with
respect  to  continuation of employment by the Employer and it shall  not  be
deemed  to  interfere in any way with the Employers right  to  terminate,  or
otherwise modify, an employees employment at any time.

                                 SECTION 17

                                 WITHHOLDING

     As  a  condition to receiving shares hereunder, the Company may  require
the  Participant to make a cash payment to the Employer of, or  the  Employer
may  withhold  from  any  shares distributable  under  the  Plan,  an  amount
necessary  to  satisfy  all Federal, state, city or other  taxes  as  may  be
required  to be withheld in respect of such payments pursuant to any  law  or
governmental regulation or ruling.

<PAGE>                                9

                                 SECTION 18

                                   OFFSETS

     To  the  extent  permitted by law, the Company shall have  the  absolute
right  to withhold any amounts payable to any Participant under the terms  of
the  Plan to the extent of any amount owed for any reason by such Participant
to  the  Employer and to set off and apply the amounts so withheld to payment
of  any  such  amount owed to the Employer, whether or not such amount  shall
then  be  immediately due and payable and in such order or priority as  among
such amounts owed as the Committee, in its sole discretion, shall determine.

                                 SECTION 19

                                NOTICES, ETC.

     All  elections, designations, requests, notices, instructions and  other
communications  from  a  Participant to the Committee,  the  Company  of  the
Employer  required or permitted under the Plan shall be in such  form  as  is
prescribed from time to time by the Committee, shall be mailed by first-class
mail  or  delivered to such location as shall be specified by the  Committee,
and shall be deemed to have been given and delivered only upon actual receipt
thereof at such location.

                                 SECTION 20

                               CAPTIONS, ETC.

     The  captions  of  the sections and paragraphs of this  Plan  have  been
inserted solely as a matter of convenience and in no way define or limit  the
scope  or intent of any provision of the Plan.  References to sections herein
are  to  the  specified  sections of this Plan unless  another  reference  is
specifically stated.  Wherever used herein, a singular number shall be deemed
to include the plural unless a different meaning is required by the context.

                                 SECTION 21

                               EFFECT OF PLAN

     The  provisions  of the Plan shall be binding upon,  and  inure  to  the
benefit  of,  all successors of the Company and each Participant,  including,
without   limitation,   such   Participants   estate   and   the   executors,
administrators  or trustees thereof, heirs, and legatees,  and  any  receiver
trustee in bankruptcy or representative of creditors of such Participant.

<PAGE>                                10

                                 SECTION 22

                                GOVERNING LAW

     The  law  of the State of Delaware shall govern all matters relating  to
this  Plan  except to the extent it is superseded by the laws of  the  United
States.

                                 SECTION 23

                               TRANSFERABILITY

     Neither  payroll deductions credited to a Participants Payroll Deduction
Account nor any rights with regard to the exercise of an option or to receive
shares  under  the  plan may be assigned, transferred, pledged  or  otherwise
disposed  of  in  any  way (other than by will or the  laws  of  descent  and
distribution) by the Participant.  Any such attempt at assignment,  transfer,
pledge  or  other  disposition  shall be  without  effect,  except  that  the
Committee  may treat such act as an election to withdraw funds in  accordance
with Section 4.5.

<PAGE>                                11