Exhibit 10.24

                American Home Products Corporation
                 1996 STOCK INCENTIVE PLAN

     (As approved by the Board of Directors on January 25, 1996,
subject to the approval of stockholders at the April 1996 Annual
Meeting)

     Section 1.  Purpose.  The purpose of the 1996 Stock
Incentive Plan (the "Plan") is to provide favorable opportunities
for officers and other key employees of American Home Products
Corporation (the "Company") and its subsidiaries to acquire
shares of Common Stock of the Company or to benefit from the
appreciation thereof.  Such opportunities should provide an
increased incentive for these employees to contribute to the
future success and prosperity of the Company, thus enhancing the
value of the stock for the benefit of the stockholders, and
increase the ability of the Company to attract and retain
individuals of exceptional skill upon whom, in large measure, its
sustained progress, growth and profitability depend.

     Pursuant to the Plan, options to purchase the Company's
Common Stock ("Options") and Stock Appreciation Rights may be
granted and Restricted Stock may be awarded by the Company.
Options granted under the Plan may be either incentive stock
options, as defined in Section 422(b) of the Internal Revenue
Code of 1986, as amended (the "Code"), or options which do not
meet the requirements of said Section 422(b) of the Code, herein
referred to as non-qualified stock options.

     It is intended, except as otherwise provided herein, that
incentive stock options may be granted under the Plan and that
such incentive stock options shall conform to the requirements of 
Section 422 and 424 of the Code and to the provisions of this
Plan and shall otherwise be as determined by the Committee and,
to the extent provided in the last sentence of Section 2 hereof,
approved by the Board of Directors.  The terms "subsidiaries" and
"subsidiary corporation" shall have the meanings given to them by
Section 424 of the Code.  All section references to the Code in
this Plan are intended to include any amendments or substitutions
therefor subsequent to the adoption of the Plan.

     Section 2.  Administration.  The Plan shall be administered
by the Compensation and Benefits Committee (the "Committee")
consisting of two or more members of the Board of Directors of
the Company, each of whom shall be (i) a "disinterested person"
within the meaning of Rule 16b-3 under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and (ii) an
"outside director" within the meaning of Section 162(m) of the
Code.  The Committee shall have full authority to grant Options
and Stock Appreciation Rights, and make Restricted Stock awards,
to interpret the Plan and to make such rules and regulations and
establish such procedures as it deems appropriate for the
administration of the Plan, taking into consideration the
recommendations of management.  The decisions of the Committee
shall be binding and conclusive for all purposes and upon all
persons unless and except to the extent that the Board of
Directors of the Company shall have previously directed that all
or specified types of decisions of the Committee shall be subject
to approval by the Board of Directors.


     Section 3.  Number of Shares.  The total number of shares
which may be sold or awarded under the Plan and with respect to
which Stock Appreciation Rights may be exercised shall not exceed
15,000,000 shares of the Company's Common Stock.  Such number
shall be, without further action, adjusted to 30,000,000 in
accordance with Section 8 hereof upon the consummation of a two-
for-one stock split (in the form of a dividend) anticipated to
occur in 1996.  The total number of shares which may be sold or
awarded under the Plan to any optionee (hereinafter defined),
including shares for which Stock Appreciation Rights may be
exercised, shall not exceed 10% of such number, as and if
adjusted, over the life of the Plan.  The shares may be
authorized and unissued or issued and reacquired shares, as the
Board of Directors from time to time may determine.  Shares with
respect to which Options or Stock Appreciation Rights are not
exercised prior to termination of the Option and shares that are
part of a Restricted Stock award which are forfeited before the
restrictions lapse shall be available for Options and Stock
Appreciation Rights thereafter granted and for Restricted Stock
thereafter awarded under the Plan, to the fullest extent
permitted by Rule 16b-3 under the Exchange Act (if applicable at
the time).  

     Section 4.  Participation.  The Committee may, from time to
time, select and grant Options and Stock Appreciation Rights to
officers (whether or not directors) and other key employees of
the Company and its subsidiaries ("optionees") and award
Restricted Stock to officers (whether or not directors) and other
key employees of the Company and its subsidiaries and shall
determine the number of shares subject to each Option or award.

     Section 5. Terms and Conditions of Options.  The terms and
conditions of each Option and each Stock Appreciation Right shall
be set forth in an agreement or agreements between the Company
and the optionee.  Such terms and conditions shall include the
following as well as such other provisions, not inconsistent with
the Plan, as may be deemed advisable by the Committee:

     (a)  Number of  Shares.  The number of shares subject to the
Option.
          
     (b)  Option Price.  The option price per share (the "Option
Price"), which shall not be less than 100% of the fair market
value of the Company's Common Stock on the date the Option is
granted.  Fair market value shall be deemed to be the mean
between the highest and lowest sale prices of the Common Stock on
the Consolidated Transaction Reporting System on the date the
Option is granted.

     (c)  Date of Grant.  Subject to previous directions of the
Board of Directors pursuant to the last sentence of Section 2,
the date of grant of an Option shall be the date when the
Committee meets and awards such Option.

     (d)  Payment.  The Option Price multiplied by the number of
shares to be purchased by exercise of the Option shall be paid
upon the exercise thereof. Unless the terms of an Option provide
to the contrary, upon exercise, the aggregate Option Price shall
be payable by delivering to the Company (i) cash equal to such
aggregate Option Price, (ii) shares of the Company's Common Stock
owned by the grantee having a fair market value (determined in
accordance with  Section 5(b)) at least equal to such aggregate
Option Price, (iii) a combination of any of the above methods
which total to such aggregate Option Price, or (iv) any other
form of consideration which has been approved by the Committee,
including under any approved cashless exercise mechanism; and
payment of such aggregate Option Price by any such means shall be
made and received by the Company prior to the delivery of the
shares as to which the Option was exercised. The right to deliver
in full or partial payment of such Option Price any consideration
other than cash shall be limited to such frequency as the
Committee shall determine in its absolute discretion.  A holder
of an Option shall have none of the rights of a stockholder until
the shares are issued to him or her; provided that if an optionee
exercises an Option and the appropriate purchase price is
received by the Company in accordance with this Section 5(d)
prior to any dividend record date, such optionee shall be
entitled to receive the dividends which would be paid on the
shares subject to such exercise if such shares were outstanding
on such record date.

     (e)  Term of Options.  Each Option granted pursuant to the
Plan shall be for the term specified in the applicable option
agreement (the "Option Agreement") subject to earlier termination
in all cases as provided in paragraph (g) of this Section.

     (f)  Exercise of Option.  Options granted under the Plan may
be exercised during the period and in accordance with the
conditions set forth in the Plan and the applicable Option
Agreement; provided, however, that (i) no option granted under
the Plan may be exercisable earlier than the later of (A) one
year from the date of grant or (B) the date on which the optionee
completes two years of continuous employment with the Company or
one or more of its subsidiaries and (ii) in the event of an
optionee's death, Retirement (as defined below) or Disability (as
defined below), any options held by such optionee shall become
exercisable on his or her Retirement date, the date his or her
employment terminates on account of Disability or the date of his
or her death provided he or she has been in the continuous
employment of the Company or one or more of its subsidiaries for
at least two years at such time.  No Option may be exercised
after it is terminated as provided in paragraph (g) of this
Section, and no Option may be exercised unless the optionee,
except as provided in paragraph (g) of this Section, is then
employed by the Company or any of its subsidiaries and shall have
been continuously employed by the Company or one or more of such
subsidiaries since the date of the grant of his or her Option. 
Non-qualified stock options and incentive stock options may be
exercised regardless of whether or not other Options granted to
the optionee pursuant to the Plan are outstanding or whether or
not other stock options granted to the optionee pursuant to any
other plan are outstanding.

     (g)  Termination of Options.  An Option, to the extent not
validly exercised, shall terminate upon the occurrence of the
first of the following events:

          (i)  On the date specified in the Option Agreement;

          (ii) Three years after the date of termination of the
optionee's employment by the Company or its subsidiaries due to
"Retirement" (defined as termination of full time employment on
or after the earliest retirement age under any qualified
retirement plan of the Company or its subsidiaries which covers
the optionee, or age 55 with 5 continuous years of such
employment if there is no such plan) or "Disability" (defined as
disability for purposes of at least one qualified retirement plan
or long term disability plan maintained by the Company or its
subsidiaries in which the optionee participates), during which
three year period the optionee may exercise the Option to the
extent he or she was entitled to exercise it at the time of such
termination or such shorter period as may be provided in the
Option Agreement;

          (iii)  Three years after the date of the optionee's
death during which three year period the Option may be exercised
by the optionee's legal representative or legatee or such other
person designated by an appropriate court as the person entitled
to exercise such Option to the extent the optionee was entitled
to exercise it at the time of his or her death;

          (iv)  Three months after termination by the Company or
one of its subsidiaries of the optionee's employment for any
reason other than death, Retirement, Disability or deliberate
gross misconduct, determined in the sole discretion of the
Committee, during which three month period the Option may be
exercised by the optionee to the extent the optionee was entitled
to exercise it at the time of such termination;

          (v)  Concurrently with the time of termination by the
Company or one of its subsidiaries of the optionee's employment
for deliberate gross misconduct, determined in the sole
discretion of the Committee (for purposes only of this
subparagraph (v) an Option shall be deemed to be exercised when
the optionee has received the stock certificate representing the
shares for which the Option was exercised); or

          (vi)  Concurrently with the time of termination by the
employee of his or her employment with the Company or one of its
subsidiaries for reasons other than Retirement, Disability or
death.

     Notwithstanding the above, no Option shall be exercisable
after termination of employment unless the optionee shall have,
during the entire time period in which his or her Options are
exercisable, (a) refrained from becoming or serving as an
officer, director, partner or employee of any individual
proprietorship, partnership or corporation, or the owner of a
business, or a member of a partnership which conducts a business
in competition with the Company or renders a service (including
without limitation, advertising agencies and business
consultants) to competitors with any portion of the business of
the Company, (b) made himself or herself available, if so
requested by the Company, at reasonable times and upon a
reasonable basis to consult with, supply information to, and
otherwise cooperate with, the Company and (c) refrained from
engaging in deliberate action which, as determined by the
Committee, causes substantial harm to the interests of the
Company.  If these conditions are not fulfilled, the optionee
shall forfeit all rights to any unexercised Option as of the date
of the breach of the condition.

     Notwithstanding the provisions of subparagraphs (ii) and
(iii) of this Section 5(g), an Option granted under the Plan to
an optionee who dies or terminates employment due to Retirement
or Disability before this Plan is approved by the stockholders of
the Company, to the extent not validly exercised, shall terminate
three years after the date the Plan is approved by the
stockholders of the Company.
     
     (h)  Non-transferability of Options and Stock Appreciation
Rights.  Options and Stock Appreciation Rights shall not be
transferable by the optionee other than by will or the laws of
descent and distribution, and Options and Stock Appreciation
Rights shall during his or her lifetime be exercisable only by
the optionee; provided, however, that the Committee may, in its
sole discretion, allow for transfer of Options (other than
incentive stock options, unless such transferability would not
adversely affect incentive stock option tax treatment) to other
persons or entities, subject to such conditions or limitations as
it may establish to ensure that transactions with respect to
Options intended to be exempt from Section 16(b) of the Exchange
Act pursuant to Rule 16b-3 under the Exchange Act do not fail to
maintain such exemption as a result of the Committee causing
Options to be transferrable, or for other purposes; provided
further, however, that for any Option that is transferred, other
than by the laws of descent and distribution, any related Stock
Appreciation Right shall be extinguished.

     (i)  Applicable Laws or Regulations.  The Company's
obligation to sell and deliver stock under the Option is subject
to such compliance as the Company deems necessary or advisable
with federal and state laws, rules and regulations.
          
     (j)  Limitations on Incentive Stock Options.  To the extent
that the aggregate fair market value of the Company's Common
Stock, determined at the time of grant in accordance with the
provisions of Section 5(b), with respect to which incentive stock
options granted under this or any other Plan of the Company are
exercisable for the first time by an optionee during any calendar
year exceeds $100,000, or such other amount as may be permitted
under the Code, such excess shall be considered non-qualified
stock options.

     Notwithstanding anything in the Plan to the contrary, any
incentive stock option granted to any individual who, at the time
of grant, is the owner, directly or indirectly, of stock
possessing more than ten percent (10%) of the total combined
voting power of all classes of stock of the Company or any
subsidiary thereof, shall (i) have a term not exceeding five
years from the date of grant and (ii) shall have an option price
per share of not less than 110% of the fair market value of the
Company's Common Stock on the date the incentive stock option is
granted (determined in accordance with the last sentence of
Section 5(b)).

     Section 6.  Stock Appreciation Rights.
     
     (a)  The Committee may, in its sole discretion, from time to
time grant Stock Appreciation Rights to certain optionees in
connection with any Option granted under this Plan and in
connection with Options granted under the 1990 and 1993 Stock
Incentive Plans and under the 1985 Stock Option Plan.  Stock
Appreciation Rights may be granted either at the time of the
grant of an Option under the Plan or at any time thereafter
during the term of the Option, provided such Stock Appreciation
Rights may also be granted with respect to outstanding Options
under the 1990 and 1993 Stock Incentive Plans and the 1985 Stock
Option Plan.  Stock Appreciation Rights may be granted with
respect to all or part of the stock under a particular Option.

     (b)  Stock Appreciation Rights shall entitle the holder of
the related Option, upon exercise, in whole or in part, of the
Stock Appreciation Rights, to receive payment in the amount and
form determined pursuant to subparagraph (iii) of paragraph (c)
of this Section 6.  Stock Appreciation Rights may be exercised
only to the extent that the related Option has not been
exercised.  The exercise of Stock Appreciation Rights shall
result in a pro rata surrender of the related Option to the
extent that the Stock Appreciation Rights have been exercised.

     (c)  Stock Appreciation Rights shall be subject to such
terms and conditions which are not inconsistent with the Plan as
shall from time to time be approved by the Committee and
reflected in the applicable Option Agreement (or in a separate
document, which shall be considered for purposes of the Plan to
be incorporated into and part of the applicable Option
Agreement), and to the following terms and conditions.

     (i)  Stock Appreciation Rights shall be exercisable at such
time or times and to the extent, but only to the extent, that the
Option to which they relate shall be exercisable.

     (ii)  Subject to Section 9, Stock Appreciation Rights and
any Options to which they relate shall in no event be exercisable
during the first six months after the date of grant; provided
that this limitation shall apply only to persons who are subject
to Section 16(b) of the Exchange Act.

     (iii)  Upon exercise of Stock Appreciation Rights, the
holder thereof shall be entitled to elect to receive therefor
payment in the form of shares of the Company's Common Stock
(rounded down to the next whole number so no fractional shares
are issued), cash or any combination thereof in an amount equal
in value to the difference between the Option Price per share and
the fair market value per share of Common Stock on the date of
exercise multiplied by the number of shares in respect of which
the Stock Appreciation Rights shall have been exercised, subject
to any limitation on such amount which the Committee may in its
discretion impose at the time of grant of the Stock Appreciation
Rights.  Such election as to the form of payment shall be subject
to the consent of the Committee which consent or disapproval may
be given at any time after the election to which it relates.  The
fair market value of Common Stock shall be deemed to be the mean
between the highest and lowest sale prices of the Common Stock on
the Consolidated Transaction Reporting System on the date the
Stock Appreciation Right is exercised or if no transaction on the
Consolidated Transaction Reporting System occurred on such date,
then on the last preceding day on which a transaction did take
place.

     (iv)  Any exercise of Stock Appreciation Rights by an
officer or director subject to Section 16(b) of the Exchange Act,
as well as any election by such officer or director as to the
form of payment of Stock Appreciation Rights (Common Stock, cash
or any combination thereof), which election is subject to the
consent of the Committee in its sole discretion as provided in
subparagraph (iii) hereof, shall be made during the ten-day
period beginning on the third business day following the release
for publication of any quarterly or annual statement of sales and
earnings by the Company and ending on the twelfth business day
following the date of such release.  In the event that such a
director or officer exercises a Stock Appreciation Right for cash
or stock pursuant to this Section 6 during a "window period" as
provided in Rule 16b-3 under the Exchange Act, the day on which
such right is effectively exercised shall be that day, if any,
during such "window period" which is designated by the Committee
in its discretion for all such exercises by such individuals
during such period.  If no such day is designated, the day of
effective exercise shall be determined in accordance with normal
administrative practices of the Plan.  This clause (iv) shall
cease to apply at the discretion of the Committee if any
amendment or Securities and Exchange Commission interpretation of
such Rule 16b-3 makes the application of this clause (iv)
unnecessary to exempt the grant and/or exercise of Stock
Appreciation Rights from the application of Section 16(b) of the
Exchange Act.

     (d)  To the extent that Stock Appreciation Rights shall be
exercised, the Option in connection with which such Stock
Appreciation Rights shall have been granted shall be deemed to
have been exercised for the purpose of the maximum limitations
set forth in the Plan under which such Options shall have been
granted.  Any shares of Common Stock which are not purchased due
to the surrender in whole or in part of an Option pursuant to
this Section 6 shall not be available for granting further
Options under the Plan.

     Section 6A.    Deferral.

     (a)  Notwithstanding anything herein to the contrary, an
optionee may elect, at the discretion of, and in accordance with
rules which may be established by, the Committee, to defer delivery
of the proceeds of exercise of an unexercised Option or the
corresponding Stock Appreciation Right, provided such election is
irrevocable and is made (i) at least six months prior to the date
that such Option or the corresponding Stock Appreciation Right
otherwise would expire and (ii) at least one month prior to the
date such Option or the corresponding Stock Appreciation Right is
exercised (or such shorter period as may be determined by the
Committee).  Upon such exercise, the amount deferred shall be equal
in value to the difference between the Option Price per share and
the fair market value per share of the Common Stock on the date of
exercise (determined in accordance with Section 5(b)), multiplied
by the number of shares covered by such exercise and in respect of
which the optionee shall have made the deferral election, and shall
be credited to an account in the name of the optionee on the books
and records of the Company (a "Deferred Compensation Account") at
the date of exercise.  A separate Deferred Compensation Account
shall be maintained with respect to each Option or corresponding
Stock Appreciation Right subject to an effective deferral election.

     (b)  Interest shall be credited on amounts in the Deferred
Compensation Account from the date of exercise of the Option or the
corresponding Stock Appreciation Right to the date of payment, at
the rate of interest determined by the Committee and communicated
to the optionees.  The value of an optionee's Deferred Compensation
Account shall be payable in a lump sum cash payment or in annual
installments over a period not to exceed 10 years or as otherwise
determined by the Committee.  At the time an optionee makes such
deferral election, the optionee shall elect the form of payment and
date for lump sum payment or commencement of annual payments of the
Deferred Compensation Account, with such date at least one year
subsequent to the date of exercise of the Option or corresponding
Stock Appreciation Right, but not later than the date of the
optionee's termination of employment with Company.  Notwithstanding
any election by an optionee, in the event of Disability or death of
the optionee, the optionee's Deferred Compensation Account shall be
paid within 90 days in the form of a single lump sum.

     (c)  Notwithstanding the deferred payment date elected by the
optionee, the Committee may, in its discretion, allow for early
payment of an optionee's Deferred Compensation Account in the event
of an "unforeseeable emergency."  For this purpose, an
unforeseeable emergency shall be defined as an unanticipated
emergency that is caused by an event beyond the control of the
optionee and that would result in severe financial hardship to the
optionee if early withdrawal were not permitted.  Any withdrawal on
account of an unforeseeable emergency must be limited to the amount
necessary to meet the emergency.  The above provisions regarding a
withdrawal upon an unforeseeable emergency shall be interpreted in
accordance with published revenue procedures, regulations, releases
or interpretations.  In addition, Deferred Compensation Accounts
may be distributed on an accelerated basis in the discretion of the
Committee.

     (d)  Optionees have the status of general unsecured creditors
of the Company with respect to their Deferred Compensation
Accounts, and such accounts constitute a mere promise by the
Company to make payments with respect thereto.

     (e)  An optionee's right to benefit payments under the Plan
with respect to the Deferred Compensation Accounts may not be
anticipated, alienated, sold, transferred, assigned, pledged,
encumbered, attached or garnished by creditors of the optionee or
the optionee's beneficiary and any attempt to do so shall be void.

     Section 7.  Restricted Stock Performance Awards.  The
Committee may, in its sole discretion, from time to time, make
awards of shares of the Company's Common Stock or awards of units
representing shares of the Company's Common Stock, up to 2,000,000
shares in the aggregate (such number to be adjusted without further
action to 4,000,000 in accordance with Section 8 hereof upon the
consummation of the stock split referred to in Section 3), to such
officers and other key employees of the Company and its
subsidiaries in such quantity, and on such terms, conditions and
restrictions (whether based on performance standards, periods of
service or otherwise) as the Committee shall establish ("Restricted
Stock").  The terms, conditions and restrictions of any Restricted
Stock award made under this Plan shall be set forth in an agreement
or agreements between the Company and the recipient of the award.

     (a)  Issuance of Restricted Stock.  The Committee shall
determine the manner in which Restricted Stock shall be held during
the period it is subject to restrictions.

     (b)  Stockholder Rights.  Beginning on the date of grant of
the Restricted Stock award and subject to the execution of the
award agreement by the recipient of the award and subject to the
terms, conditions and restrictions of the award agreement, the
Committee shall determine to what extent the recipient of the award
has the rights of a stockholder of the Company including, but not
limited to, whether or not the employee receiving the award has the
right to vote the shares or to receive dividends or dividend
equivalents.

     (c)  Restriction on Transferability.  None of the shares or
units of a Restricted Stock award may be assigned or transferred,
pledged or sold prior to their delivery to a recipient or, in the
case of a recipient's death, to the recipient's legal
representative or legatee or such other person designated by an
appropriate court; provided, however, that the Committee may, in
its sole discretion, allow for transfer of shares or units of a
Restricted Stock Award to other persons or entities.

     (d)  Delivery of Shares.  Upon the satisfaction of the terms,
conditions and restrictions contained in the Restricted Stock award
agreement or the release from the terms, conditions and
restrictions of a Restricted Stock award agreement, as determined
by the Committee, the Company shall deliver, as soon as
practicable, to the recipient of the award (or permitted
transferee), or in the case of his or her death to his or her legal
representative or legatee or such other person designated by an
appropriate court, a stock certificate for the appropriate number
of shares of the Company's Common Stock, free of all such
restrictions, except for any restrictions that may be imposed by
law.

     (e)  Forfeiture of Restricted Stock.  Subject to Section 7(f),
all of the restricted shares or units with respect to a Restricted
Stock award shall be forfeited and all rights of the recipient with
respect to such restricted shares or units shall terminate unless
the recipient continues to be employed by the Company or its
subsidiaries until the expiration of the forfeiture period and the
satisfaction of any other conditions set forth in the award
agreement.

     (f)  Waiver of Forfeiture Period.  Notwithstanding any other
provisions of the Plan, the Committee may, in its sole discretion,
waive the forfeiture period and any other conditions set forth in
any award agreement under certain circumstances (including the
death, Disability or Retirement of the recipient of the award or a
material change in circumstances arising after the date of an
award) and subject to such terms and conditions (including
forfeiture of a proportionate number of the restricted shares) as
the Committee shall deem appropriate.

     Section 8.  Adjustment in Event of Change in Stock.  Subject
to Section 9, in the event of stock split, stock dividend, cash
dividend (other than a regular cash dividend), combination of
shares, merger, or other relevant change in the Company's
capitalization, the Committee shall, subject to the approval of the
Board of Directors, appropriately adjust the number and kind of
shares available for issuance under the Plan, the number, kind and
Option Price of shares subject to outstanding Options and Stock
Appreciation Rights and the number and kind of shares subject to
outstanding Restricted Stock awards; provided, however, that to the
extent permitted in the case of incentive stock options by Sections
422 and 424 of the Code, in the event that the outstanding shares
of Common Stock of the Company are increased or decreased or
changed into or exchanged for a different number or kind of shares
or other securities of the Company or of another corporation,
through reorganization, merger, consolidation, liquidation,
recapitalization, reclassification, stock split-up, combination of
shares or dividend, appropriate adjustment in the number and kind
of shares as to which Options may be granted and as to which
Options or portions thereof then unexercised shall be exercisable,
and in the Option Price thereof, shall be made to the end that the
proportionate number of shares or other securities as to which
Options may be granted and the optionee's proportionate interests
under outstanding Options shall be maintained as before the
occurrence of such event; provided, that any such adjustment in
shares subject to outstanding Options (including any adjustments in
the Option Price) shall be made in such manner as not to constitute
a modification as defined by subsection (h)(3) of Section 424 of
the Code; and provided, further, that, in the event of an
adjustment in the number or kind of shares under a Restricted Stock
award pursuant to this Section 8, any new shares or units issued to
a recipient of a Restricted Stock award shall be subject to the
same terms, conditions and restrictions as the underlying
Restricted Stock award for which the adjustment was made.

Section 9.  Effect of a Change of Control.

     (a)  For purposes of this Section 9, "Change in Control"
shall, unless the Board of Directors of the Company otherwise
directs by resolution adopted prior thereto or, in the case of a
particular award, the applicable award agreement states otherwise,
be deemed to occur if (i) any "person" (as that term is used in
Sections 13 and 14(d)(2) of the Exchange Act) other than a
Permitted Holder (as defined below) is or becomes the beneficial
owner (as that term is used in Section 13(d) of the Exchange Act),
directly or indirectly, of 50% or more of either the outstanding
shares of Common Stock or the combined voting power of the
Company's then outstanding voting securities entitled to vote
generally, (ii) during any period of two consecutive years,
individuals who constitute the Board of Directors of the Company at
the beginning of such period cease for any reason to constitute at
least a majority thereof, unless the election or the nomination for
election by the Company's stockholders of each new director was
approved by a vote of at least three-quarters of the directors then
still in office who were directors at the beginning of the period
or (iii) the Company undergoes a liquidation or dissolution or a
sale of all or substantially all of the assets of the Company. No
merger, consolidation or corporate reorganization in which the
owners of the combined voting power of the Company's then
outstanding voting securities entitled to vote generally prior to
said combination, own 50% or more of the resulting entity's
outstanding voting securities shall, by itself, be considered a
Change in Control.  As used herein, "Permitted Holder" means (i)
the Company, (ii) any corporation, partnership, trust or other
entity controlled by the Company and (iii) any employee benefit
plan (or related trust) sponsored or maintained by the Company or
any such controlled entity.
     
     (b)  Except to the extent reflected in a particular award
agreement, in the event of a Change of Control:

     (i)  notwithstanding any vesting schedule, or any other
limitation on exercise or vesting, with respect to an award of
Options, Stock Appreciation Rights or Restricted Stock, such
Options or Stock Appreciation Rights shall become immediately
exercisable with respect to 100 percent of the shares subject
thereto, and the restrictions shall expire immediately with respect
to 100 percent of such Restricted Stock award; and

     (ii) the Committee may, in its discretion and upon at least 10
days advance notice to the affected persons, cancel any outstanding
Options, Stock Appreciation Rights or Restricted Stock awards and
pay to the holders thereof, in cash, the value of such awards based
upon the highest price per share of Company Common Stock received
or to be received by other stockholders of the Company in
connection with the Change of Control.

     Section 10.  Amendment and Discontinuance.  The Board of
Directors of the Company may from time to time amend or revise the
terms of the Plan, or may discontinue the Plan at any time as
permitted by law, provided, however, that such amendment shall not
(except as provided in Section 8), without further approval of the
stockholders, (i) increase the aggregate number of shares with
respect to which awards may be made under the Plan; (ii) change the
manner of determining the Option Price (other than determining the
fair market value of the Common Stock to conform with applicable
provisions of the Code or regulations and interpretations
thereunder); (iii) extend the term of the Plan or the maximum
period during which any Option may be exercised or (iv) make any
other change which, in the absence of stockholder approval, would
cause awards granted under the Plan which are then outstanding, or
which may be granted in the future, to fail to meet the exemptions
provided by Rule 16b-3 under the Exchange Act and Section 162(m) of
the Code.  No amendments, revision or discontinuance of the Plan
shall, without the consent of an optionee or a recipient of a
Restricted Stock award, in any manner adversely affect his or her
rights under any Option theretofore granted under the Plan.

     Section 11.  Effective Date and Duration.  The Plan was
adopted by the Board of Directors of the Company on January 25,
1996, subject to approval by the stockholders of the Company at a
meeting to be held in April 1996.  Neither the Plan nor any Option
or Stock Appreciation Right or Restricted Stock award shall become
binding until the Plan is approved by a vote of the stockholders in
a manner which complies with Rule 16b-3 promulgated pursuant to the
Exchange Act and Sections 162(m) and 422(b)(1) of the Code.  No
Option may be granted and no stock may be awarded under the Plan
before January 25, 1996 nor after January 24, 2006.

     Section 12.  Tax Withholding.   Notwithstanding any other
provision of the Plan, the Company or its subsidiaries, as
appropriate, shall have the right to deduct from all awards under
the Plan cash and/or stock, valued at fair market value on the date
of payment in accordance with Section 5(b), in an amount necessary
to satisfy all federal, state or local taxes as required by law to
be withheld with respect to such awards.  In the case of awards
paid in the Company's Common Stock, the optionee or permitted
transferee may be required to pay to the Company or a subsidiary
thereof, as appropriate, the amount of any such taxes which the
Company or subsidiary is required to withhold, if any, with respect
to such stock.  Subject in particular cases to the disapproval of
the Committee, the Company may accept shares of the Company's
Common Stock of equivalent fair market value in payment of such
withholding tax obligations if the optionee elects to make payment
in such manner.

     Section 13.  Construction and Conditions.  The Plan and
Options, Restricted Stock awards, and Stock Appreciation Rights
granted thereunder shall be governed by and construed in accordance
with the laws of the State of Delaware and in accordance with such
federal law as may be applicable.

     Neither the existence of the Plan nor the grant of any Options
or Stock Appreciation Rights or awards of Restricted Stock pursuant
to the Plan shall create in any optionee the right to continue to
be employed by the Company or its subsidiaries.  Employment shall
be "at will"  and shall be terminable "at will" by the Company or
employee with or without cause.  Any oral statements or promises to
the contrary are not binding upon the Company or the employee.