S-8

        As filed with the Securities and Exchange Commission on April 15, 2002

Registration No. ______________

____________________________________________________________________________________

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

____________________

FORM S-8-Amendment No. 1

to
REGISTRATION STATEMENT

No. 333-86801
Under
THE SECURITIES ACT OF 1933
____________________
HUMANA INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 61-0647538
(I.R.S. Employer
Identification No.)

500 West Main Street
Louisville, Kentucky 40202
(Address of principal executive offices)
_____________________

HUMANA INC. NON-QUALIFIED STOCK OPTION PLAN FOR EMPLOYEES
(Full title of the plan)
____________________

Arthur P. Hipwell
Senior Vice President and General Counsel
Humana Inc.
500 West Main Street
Louisville, Kentucky 40202
(502) 580-1000
(Name, address and telephone number,
including area code, of agent for service)

CALCULATION OF REGISTRATION FEE
Title of securities to be registered	Amount to be Registered (1)	Proposed maximum offering price per share (2)	Proposed maximum aggregate offering price	Amount of registration fee (2)
Common Stock, par value $0.16-2/3 per share	300,000	$14.60	$4,380,000	$403

(1)    Plus an indeterminable number of additional shares as may become issuable as a result of any antidilution provisions of the Plan. The shares represent the number of shares of the Registrant=s Common Stock, including associated Preferred Stock Purchase Rights, which may be awarded as Restricted Stock. This registration represents the additional number of shares being added to the Humana Inc. Non-Qualified Stock Option Plan for Employees.

(2)    Estimated solely for the purpose of determining the registration fee. Calculated in accordance with Rule 457(h) under the Securities Act of 1933 and based on the average of the high and low prices of the Common Stock as reported in the New York Stock Exchange Composite Tape on April 11, 2002.

Exhibit Index on page II-10.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Certain Documents by Reference.

The following documents filed by Humana Inc. (the "Company" or the "Registrant") with the Commission (File No. 1-5975) are incorporated herein by reference and made a part hereof:

(a)   The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2001;

(b)   The description of the Registrant's Common Stock, par value $0.16-2/3 per share (the "Common Stock"), contained in the Registrant's Registration Statement on Form 8-A, as such description may be amended or updated.

All documents filed by the Company pursuant to Sections 13, 14 and 15(d) of the Securities Exchange Act of 1934 ("Exchange Act"), subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all of the securities offered have been sold or which deregisters all of such shares then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4.    Description of Securities.

The Company's authorized capital stock consists of (i) 300,000,000 shares of Common Stock, of which 168,887,235 shares were issued and outstanding as of April 1, 2002; (ii) 10,000,000 shares of Preferred Stock, par value $1.00 per share, of which none were issued or outstanding as of April 1, 2002.

Item 5.    Interest of Named Experts and Counsel.

The validity of the issuance of the shares of Common Stock being offered by the Registration Statement will be passed upon for the Registrant by Kathleen Pellegrino, Vice President and Associate General Counsel of the Registrant. As of April 1, 2002, Ms. Pellegrino owned 61,641 shares of Common Stock, has 6,790 shares of Common Stock in the Humana Retirement and Savings Plan, and also has stock options to purchase 87,871 shares of Common Stock of the Registrant.

Item 6.    Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law (the "DGCL") permits a Delaware corporation to indemnify any person who was or is, or is threatened to be made, a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation) by reason of the fact that such person is or was a director, officer, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The indemnity may include expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided that such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proce eding, such person had no reasonable cause to believe the conduct was unlawful. A Delaware corporation may indemnify such persons in actions brought by or in the right of the corporation to procure a judgment in its favor under the same conditions, except that no indemnification is permitted in respect of any claim, issue or matter as to which such person has been adjudged to be liable to the corporation unless and to the extent the Court of Chancery of the State of Delaware, or the court in which such action or suit is brought, determines upon application that, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the Court of Chancery or other such court deems proper. To the extent such person has been successful on the merits or otherwise in defense of any action referred to above, or in defense of any claim, issue or matter therein, the corporation must indemnify such person against expenses (including attorneys' fees) actually and r easonably incurred by such person in connection therewith. Corporations, under certain circumstances, may pay expenses incurred by an officer or director in advance of the final disposition of an action for which indemnification may be permitted or required. The indemnification and advancement of expenses provided for or granted pursuant to Section 145 of the DGCL are not exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise. Section 145 further provides that a corporation may maintain insurance against liabilities for which indemnification is not expressly provided by statute.

Article X of the Company's By-Laws essentially provides for indemnification of directors, officers, employees and agents of the Company to the fullest extent authorized under the DGCL.

The Tenth Article of the Company's Restated Certificate of Incorporation provides that a director of the Company shall not be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability (i) for any breach of the director's duty of loyalty to the Company or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL or (iv) for any transaction from which the director derived an improper personal benefit.

The Company has in effect officers and directors liability insurance policies with various insurance companies. The policies provide indemnity to the directors and officers of the Company for loss arising from claims concerning a covered wrongful act where there is no corporate indemnification. The insurance will also reimburse the Company for indemnification it may be required by statute or the Company's By-laws to make to any of its directors and officers in connection with a claim by reason of a wrongful act. The policies cover negligent acts, errors, omissions, or breach of duty by a director or officer. The principal exclusions from coverage include the following: (i) claims involving violations of Section 16(b) of the Exchange Act; (ii) dishonest acts; and (iii) libel, slander or non-monetary damages. Effective March 31, 2002, the policies generally provide for a $2,500,000 deductible self-insurance retention by the Company with the limit of liability under the policies of $100,000,000 in the aggreg ate for coverage in excess of deductibles and participations.

The Company has entered into Indemnity Agreements (the "Agreements") with its directors and officers ("Indemnitees"), whereby the Company will indemnify such parties and advance expenses to the fullest extent permitted by the DGCL.

An Indemnitee will not be entitled to indemnification or advancement of expenses under the Agreements with respect to any proceeding or claim brought or made by the Indemnitee against the Company. If the Indemnitee is not entitled to indemnification of all expenses, he or she may still be indemnified for a portion of the expenses. The determination of entitlement to indemnification under the Agreements will be made by a majority of a quorum of disinterested directors, independent counsel or by the stockholders of the Company. In the event of a change in control of the Company (as defined in the Agreements), the determination of entitlement will be made, if the Indemnitee so elects, by an independent counsel selected by the Indemnitee, and the Company will have the burden of proof to overcome a presumption that the Indemnitee is entitled to indemnification.

The Agreements further provide that to the extent the Company maintains a liability insurance policy for directors, officers, employees, agents or fiduciaries, the Indemnitee will be covered by such policy in accordance with its terms to the maximum extent of the coverage available for any such officer, director, employee, agent or fiduciary under the policy. The Agreements will terminate upon the later of: (a) 10 years after the date the Indemnitee ceases to serve; or (b) the final termination of all pending proceedings covered thereunder.

Item 7.    Exemption From Registration Claimed.

             Not Applicable.

Item 8.    Exhibits.

              The Exhibit Index immediately preceding the exhibits is incorporated herein by reference.

Item 9.    Undertakings.

                (a)   The undersigned Registrant hereby undertakes:

(1)    To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)   To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 ("Securities Act");

(ii)   To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement;

(iii)   To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement.

(2)    That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)    To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

              (b)    That for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

              (c)    Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the DGCL, the Amended and Restated Certificate of Incorporation, the By-Laws of the Registrant and the Agreements or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its c ounsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

The Registrant.

Pursuant to the requirements of the Securities Act of 1933 ("Securities Act"), the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Louisville, Commonwealth of Kentucky, on the 15^th day of April, 2002.

HUMANA INC.
NON-QUALIFIED STOCK OPTION PLAN FOR EMPLOYES


By:   /s/ Arthur P. Hipwell                     
              Arthur P. Hipwell
              Senior Vice President and
                General Counsel

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act, this Registration Statement and Power of Attorney have been signed below by the following persons in the capacities and on the dates indicated.

Each person whose signature appears below constitutes and appoints Michael B. McCallister and Arthur P. Hipwell, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution to execute in his or her name and on his or her behalf, and to file any amendments (including, without limitation, post-effective amendments) to this Registration Statement necessary or advisable in the opinion of any of them to enable the Company to comply with the Securities Act, and any rules, regulations and requirements of the Commission thereunder, in connection with the registration of the additional securities which are under the subject of this Registration Statement.

BY:                                          /s/ David A. Jones                               
                                                 David A. Jones
                                                 Chairman of the Board and Director
DATE:                                         April 15, 2002

BY:                                          /s/ James H. Bloem
                                                 James H. Bloem
                                                 Senior Vice President & Chief Financial Officer,
                                                 (Principal Financial & Accounting Officer)
DATE:                                         April 15, 2002

BY:                                          /s/ Michael E. Gellert                             
                                                 Michael E. Gellert
                                                 Director
DATE:                                         April 15, 2002

BY:                                          /s/ John R. Hall                                   
                                                 John R. Hall
                                                 Director
DATE:                                         April 15, 2002

BY:                                          /s/ David A. Jones, Jr.                            
                                                 David A. Jones, Jr.
                                                 Director
DATE:                                         April 15, 2002

BY:                                          /s/ Irwin Lerner                                    
                                                 Irwin Lerner
                                                 Director
DATE:                                         April 15, 2002

BY:                                          /s/ Michael B. McCallister                         
                                                 Michael B. McCallister
                                                 President, Chief Executive Officer and Director
DATE:                                         April 15, 2002

BY:                                          /s/ W. Ann Reynolds, Ph.D.                       
                                                 W. Ann Reynolds, Ph.D.
                                                 Director
DATE:                                         April 15, 2002

Exhibit Index.

4.1    Restated Certificate of Incorporation filed with the Secretary of State of Delaware on November 9, 1989, as restated to incorporate the amendment of January 9, 1992, and the correction of March 23, 1992. Exhibit 4(i) to the Company's Post-Effective Amendment No. 1 to the Company's Registration Statement on Form S-8 (Reg. No. 33-49305) filed February 2, 1994 is incorporated by reference herein.

4.2    By-Laws as amended. Exhibit 3(b) to the Company's Annual Report for the year ended December 31, 1997, is incorporated by reference herein.

4.3    Form of Amended and Restated Rights Agreement, dated February 14, 1996, between Humana Inc. and Mid-America Bank of Louisville and Trust Company. Exhibit 1.3 to the Registration Statement (File No. 1-5975) on Form 8-A/A dated February 14, 1996, is incorporated by reference herein.

4.4    Amendment No. 1 dated May 27, 1998, to Amended and Restated Rights Agreement, dated February 14, 1996 between Humana Inc. and Mid-America Bank of Louisville and Trust Company ("Rights Agreement"). Exhibit 4.2 to the Registration Statement (File No. 1-5975 on Form 8-A/A dated June 15, 1998 is incorporated by reference herein.

4.5    Amendment No. 2 dated as of March 1, 1999 to the Rights Agreement. Exhibit 4.3 to the Registration Statement (File No. 1-5975) on Form 8-A12B/A dated February 26, 1999 is incorporated by reference herein.

4.6    Indenture dated as of August 2001 covering the Company's 7 1/4% Senior Notes due 20006. Exhibit 4.1 to Registration Statement No. 333-63384 is incorporated by reference herein.

5.    Opinion of counsel as to the validity of the securities registered herein, filed herewith.

23.1  Consent of PricewaterhouseCoopers LLP, independent accountants for the Registrant, filed herewith.

23.2  Consent of counsel, included in 5 above.

24    Powers of Attorney (included on the signature page of this (Registration Statement).

99    Humana Inc. Non-Qualified Stock Option Plan for Employees, as amended, filed herewith.

EX-5

Exhibit 5


April 15, 2002




Humana Inc.
500 West Main Street
Louisville, KY  40202

Form S-8 Registration Statement - Amendment No. 1
No. 333-86801

Ladies and Gentlemen:

I am Vice President and Associate General Counsel for Humana
Inc., a Delaware Corporation (the "Company"), and have been
involved with the preparation of an amended Registration
Statement on Form S-8 (the "Registration Statement") under
the Securities Act of 1933, as amended, covering an
aggregate of Three Hundred Thousand (300,000) shares of the
common stock, par value $0.16 2/3 per share (the "Shares")
to be issued in connection with the Company's Non-Qualified
Stock Option Plan for Employees (the "Plan").

I have examined and am familiar with the Restated
Certificate of Incorporation and Restated By-Laws of the
Company and the various corporate records and proceedings
related to the organization of the Company and the proposed
issuance of Shares.  I have also examined such other
documents as I have considered necessary for the purpose of
this opinion.

Based on the foregoing, it is my opinion that the Shares
have been duly authorized and, when issued and paid for in
accordance with the terms of the Plan, will be validly
issued, fully paid and nonassessable.

I hereby consent to the filing of this opinion as an Exhibit
to the Registration Statement.

Sincerely,

/s/  Kathleen Pellegrino

Kathleen Pellegrino
Vice President and Associate General Counsel

EX-23

             CONSENT OF INDEPENDENT ACCOUNTANTS



     We hereby consent to the incorporation by reference in
this Registration Statement on Form S-8 of our reports dated
February 4, 2002 relating to the financial statements and
financial statement schedule of Humana Inc., which appear
in Humana Inc.'s Annual Report on Form 10-K for the year
ended December 31, 2001.

/s/  Pricewaterhouse Coopers LLC

Louisville, Kentucky
April 15, 2002

EX-99

        NON-QUALIFIED STOCK OPTION PLAN FOR EMPLOYEES
                  As Amended March 14, 2002

1.    PURPOSE.  The purpose of the Non-Qualified Stock
Option  Plan for Employees (the "Plan") is to enable Humana
Inc.,  a Delaware corporation, and its subsidiaries
(collectively the "Company") to attract and retain capable
employees and to provide a long-range inducement  for
employees to remain in the management of the Company, to
perform at increasing levels of effectiveness, to acquire  a
stake in the Company with the interest and outlook of an
owner and to realize an economic benefit from any future
appreciation in the price of the Company's common  stock.
These objectives will be promoted through the granting  to
employees of non-qualified options to acquire shares  of
common stock of the Company pursuant to the terms of the
Plan.

2.    DEFINITIONS AND INTERPRETATION.

      2.1   Defined  Terms.   Except  as  otherwise  stated
herein, defined terms whenever used in this Plan, shall have
the  same  meaning as defined in the Humana Inc. 1996  Stock
Incentive Plan for Employees or its successor.

      2.2   Gender  and  Number.   Except  when  otherwise
indicated  by  context, reference to  the  masculine  gender
shall  include the feminine gender and any term used in  the
singular shall also include the plural.

3.    ADMINISTRATION.   The  Board  shall  appoint   the
committee  to  administer  the Plan.   The  members  of  the
Committee  shall  not  be eligible to receive  Options.   In
accordance with and subject to the provisions of  the  Plan,
the Committee shall (a) select the employees to whom Options
shall  be granted; (b) determine the number of shares to  be
included in each Option; (c) determine the time at which the
Option  is to be granted; (d) define the Option period;  (e)
determine  the duration and purposes for leaves of absences,
which  may be granted to an Employee on an individual  basis
without  constituting termination of employment for purposes
of  the  Plan; (f) determine when Options may be  exercised;
and (g) establish such other provisions of the Agreement  as
the Committee may deem necessary or desirable. The Committee
shall  have  full authority in its discretion  to  determine
when  Options  may be exercised, including  the  ability  to
accelerate  exercise  dates  of Options  previously  granted
under the Plan and to extend the exercise period.  From time
to  time  the Committee may adopt such rules and regulations
for  carrying out the Plan as it may deem proper and in  the
best  interest  of the Company.  However, in  no  event  may
Options  be  repriced  under the  Plan  without  shareholder
approval.  The interpretation of any provision of  the  Plan
by the Committee shall be final.

4.    ELIGIBILITY.  Executive Officers, as defined in the
Exchange  Act, and Directors of the Company are not eligible
to participate in the Plan.  Any other employee ("Employee")
of  the  Company  whose  judgment,  initiative  and  efforts
contribute  or  may be expected to contribute materially  to
the  successful performance of the Company shall be eligible
to receive Options under the Plan.

5.    SHARES AVAILABLE FOR OPTIONS.  The  Shares  to  be
subject  to  Options under the Plan may be either authorized
and  unissued  or held in the Treasury of the  Company.   As
amended, the total amount of Shares for which Options may be
granted  under  the Plan shall not exceed One Million  Seven
Hundred Thousand (1,700,000) Shares.  The maximum number  of
Shares which may be authorized by the Board over the life of
the  Plan  shall  not  exceed 2% of the Shares  outstanding.
Such  number of Shares is subject to adjustment as  provided
herein.  In the event that an Option granted under the  Plan
to  any  Employee  expires,  is cancelled  or  is  otherwise
terminated for any reason without having been exercised or a
payment  having  been made, any unexercised  shares  covered
thereby shall be available for the granting of Options under
the Plan.

6.    OPTION CONDITIONS.  The Committee shall set forth in
a  related  Agreement the terms, conditions and  limitations
applicable to each grant, including but not limited to those
specified in the Plan.

7.    OPTION PRICE.  The Option exercise price per  Share
purchasable  under  an  Option shall be  determined  by  the
Committee  at the time of grant, but in no event  shall  the
exercise price of an Option be less than one hundred percent
(100%) of the Fair Market Value of the Stock on the date  of
the grant of such Option.

8.    OPTION TERM.  The term of each Option shall be fixed
by the Committee.

9.    EXERCISE OF OPTION. The exercise of an Option shall
be  made only by a written notice delivered in person or  by
mail  to  the  Secretary  of the Company  at  the  Company's
principal executive office, specifying the number of  Shares
to  be  exercised and accompanied by payment  therefore  and
otherwise in accordance with the Agreement pursuant to which
the Option was granted.  The purchase price of the Shares as
to  which an Option shall be exercised shall be paid in full
at  the time of exercise at the election of the holder of an
Option  (a)  in  cash or currency of the  United  States  of
America,  (b) if approved by the Committee, by tendering  to
the  Company  Shares then owned having a Fair  Market  Value
equal  to  the  cash  exercise price  of  the  Option  being
exercised, or (c) a combination of (a) and (b).   Such  Fair
Market Value for the tendered Shares shall be determined  as
of  the close of the business day immediately preceding  the
day on which the Option is exercised.  The right to purchase
Shares  shall  be  cumulative so  that  when  the  right  to
purchase  any  Shares has accrued such Shares  or  any  part
thereof  may be purchased at any time thereunder  until  the
expiration or termination of the Option.

10.   TAX  WITHHOLDING.   With respect  to  any  Option  the
Committee  may, in its discretion and subject to such  rules
as the Committee may adopt to comply with Exchange Act, Code
or  other rules, permit an employee to satisfy, in whole  or
in  part, any withholding tax obligation which may arise  in
connection  with the exercise of such option by electing  to
(a)  have  the  Company  collect or withhold  cash;  or  (b)
deliver  to the Company, on the date on which the amount  of
tax  to  be withheld is determined (the "Tax Date"),  Shares
owned prior to or acquired in such Option exercise having  a
Fair  Market  Value equal to the amount of  the  withholding
tax; or (c) a combination of (a) and (b).

11.  TERMINATION OF EMPLOYMENT, DEATH OR DISABILITY.  If the
employment of an Employee is terminated for Cause,  all  the
Option  rights of such Employee, whether or not exercisable,
under   any   then   outstanding  Option   shall   terminate
immediately.

     If the employment of the Employee is terminated for any
reason   other   than  for  Cause,  Retirement,   death   or
Disability, an Option shall be exercisable by such  Employee
or  a  personal  representative at any  time  prior  to  the
expiration  date  of the Option or within ninety  (90)  days
after the date of such termination, whichever is the shorter
period,  but  only  to the extent of the  accrued  right  to
exercise at the date of such termination.

     In   the  event  of  Retirement,  an  Option  shall  be
exercisable  by  such  Employee at any  time  prior  to  the
expiration date of the Option or within two (2) years  after
the  date  of  such  Retirement, whichever  is  the  shorter
period,  but  only  to the extent of the  accrued  right  to
exercise at the date of Retirement.

     In  the  event  of death or Disability of  an  Employee
while  in  the  employ of the Company, all Options  of  such
Employee   then   outstanding   shall   become   immediately
exercisable.   In  the event of death of  an  Employee,  all
Options of such Employee shall be exercisable by the  person
or  the persons to whom those rights pass by will or by  the
laws of descent and distribution or, if appropriate, by  the
legal  representative of the estate of the deceased Employee
at  any  time  within two (2) years after the date  of  such
death, regardless of the expiration date of the Option.   In
the  event of Disability of an Employee all Options of  such
Employee  shall  be  exercisable  by  the  Employee  or,  if
incapacitated, by a legal representative at any time  within
two  (2)  years  of the date of determination of  Disability
regardless of the expiration date of the Options.

12.   RESTRICTIONS ON TRANSFER.  No Option granted under the
Plan shall be transferable by an Employee other than by will
or,  if  the Employee dies intestate, by the laws of descent
and distribution of the state of such Employee's domicile at
the  time  of death.  An Option shall be exercisable  during
the  lifetime  of an Employee only by such Employee  or,  if
incapacitated   because   of   Disability,   by   a    legal
representative.

13.   EFFECT  OF CHANGE IN CONTROL.  Except as  may  be  set
forth  in an Agreement, in the event of a Change in Control,
all  Options  outstanding on the  date  of  such  Change  in
Control shall become immediately and fully exercisable.   In
the  event  an  Employee's employment with  the  Company  is
terminated  other  than  for  Cause  within  two  (2)  years
following  a  Change  in Control, each Option  held  by  the
Employee  that was exercisable as of the date of termination
of   the  Employee's  employment  or  service  shall  remain
exercisable  for a period ending the earlier of  the  second
anniversary of the termination of the Employee's  employment
or  service  or  the expiration of the stated  term  of  the
Option.

14.  CAPITAL ADJUSTMENTS AFFECTING SHARES.  In the event  of
a  capital adjustment resulting from a stock dividend, stock
split,   reverse   stock   split,  reorganization,   merger,
consolidation, combination or exchange of stock, spinoff  or
other   change  in  corporate  structure  or  capitalization
affecting the stock, the number of Shares or other stock  or
securities subject to the Plan and the number of  Shares  or
other  stock  or  securities subject  to  Options  shall  be
adjusted   in   a  manner  consistent  with   such   capital
adjustment.   The  purchase price of the  Shares,  stock  or
other  securities subject to Options shall  be  adjusted  so
that  there  will be no material increase in  the  aggregate
purchase price payable upon exercise of any such Options  or
other  options  or rights granted; provided,  however,  that
such  adjustments shall be made in a manner which preserves,
without exceeding, the then existing value of the Option.

15.   CORPORATE MERGERS, ACQUISITIONS, ETC.    The
Committee  may  grant Options or, with the  consent  of  the
Option holder, modify Options under the Plan to include such
provisions as it deems necessary and in the best interest of
the  Company  and the Employee to preserve for the  Employee
the  benefits  of  any appreciation of the underlying  stock
during  the  term  of  the  Option,  which  benefits   might
otherwise be lost as a result of a Change in Control of  the
Company.

16.   AMENDMENT TO THE PLAN.  The Board shall  have  the
right  to  amend, including the addition of  Shares  to  the
Plan, suspend or terminate the Plan at any time without  the
approval of Stockholders of the Company, to the extent  such
approval  is  not  required pursuant to  the  Exchange  Act,
except   in  no  event  may  Options  be  repriced   without
shareholders' approval.

17.   EFFECTIVE DATE AND TERM OF THE PLAN.  The effective
date  of the Plan is September 9, 1999.  No Options  may  be
granted under the Plan after September 9, 2004.

18.   MAXIMUM OPTIONS TO AN INDIVIDUAL EMPLOYEE.   No
individual  Employee  may  be granted  Options  to  purchase
Shares  in excess of fifteen percent (15%) of the number  of
Shares available under the Plan.

19.   RIGHTS OF EMPLOYEES.  No Employee shall  be  deemed
for any purpose to be the owner of any Shares subject to any
Option  unless  and  until (a) the Option  shall  have  been
exercised  pursuant to the terms thereof,  (b)  the  Company
shall have issued and delivered Shares to the Employee,  and
(c)  the  Employee's  name shall  have  been  entered  as  a
stockholder   of  record  on  the  books  of  the   Company.
Thereupon, the Employee shall have full voting, dividend and
other  ownership rights with respect to such Shares, subject
to  such  terms and conditions as may be set  forth  in  the
applicable Agreement.

20.   "POOLING  TRANSACTION".  Notwithstanding anything
contained  in the Plan or any Agreement to the contrary,  in
the event of a Change in Control, which has been approved by
the  Board, which is also intended to constitute  a  Pooling
Transaction, the Committee shall take such actions, if  any,
which   are   specifically  recommended  by  an  independent
accounting  firm  retained  by the  Company  to  the  extent
reasonably  necessary in order to assure  that  the  Pooling
Transaction will qualify as such, including but not  limited
to (i) deferring the vesting, exercise, payment, settlement,
or  lapsing of restriction with respect to any Option,  (ii)
providing that the payment or settlement in respect  of  any
Option be made in the form of cash, Shares or securities  of
a  successor or acquirer of the Company, or a combination of
the  foregoing and (iii) providing for the extension of  the
term  of  any  Option to the extent necessary to accommodate
the foregoing, but not beyond the maximum term permitted for
any Option.

21.   NON-EXCLUSIVITY OF THE PLAN.  The adoption of  the
Plan  by  the  Board  shall not be construed  as  amending,
modifying  or rescinding any previously approved  incentive
arrangement or as creating any limitations on the power  of
the Board to adopt such other incentive arrangements as  it
may  deem  desirable,  including, without  limitation,  the
granting  of stock options otherwise than under  the  Plan,
and such arrangements may be either applicable generally or
only in specific cases.

22.   LIMITATION OF LIABILITY.  As illustrative  of  the
limitations  of liability of the Company, but not  intended
to  be  exhaustive thereof, nothing in the  Plan  shall  be
construed to:

     (a)   give any person any right to be granted an Option
other than at the sole discretion of the Committee;

     (b)  give any person any rights whatsoever with respect
to Shares except as specifically provided in the Plan;

     (c)   limit in any way the right of the Company or  any
Subsidiary to terminate the employment of any person at  any
time; or

     (d)   be  evidence  of any agreement or  understanding,
expressed  or  implied,  that the Company  will  employ  any
person  at  any particular rate of compensation or  for  any
particular period of time.

23.  REGULATIONS AND OTHER APPROVALS; GOVERNING LAW.

     23.1 Except as to matters of federal law, the Plan  and
the  rights  of  all  persons claiming  hereunder  shall  be
construed and determined in accordance with the laws of  the
State of Delaware without giving effect to conflicts of laws
principles thereof.

     23.2  The obligation of the Company to sell or  deliver
Shares  with  respect to Options under  the  Plan  shall  be
subject  to  all  applicable laws,  rules  and  regulations,
including all applicable federal and state securities  laws,
and  the  obtaining  of all such approvals  by  governmental
agencies  as may be deemed necessary or appropriate  by  the
Committee.

     23.3  The  Board  may  make  such  changes  as  may  be
necessary  or  appropriate  to comply  with  the  rules  and
regulations  of any government authority, or to  obtain  for
Employees  the tax benefits under the applicable  provisions
of the Code and regulations promulgated thereunder.

     23.4 Each Option is subject to the requirement that, if
at  any  time  the Committee determines, in its  discretion,
that  the  listing, registration or qualification of  Shares
issuable  pursuant to the Plan is required by any securities
exchange  or under any state or federal law, or the  consent
or approval of any governmental regulatory body is necessary
or  desirable as a condition of, or in connection with,  the
grant  of an Option, no Options shall be granted or  payment
made  or Shares issued, in whole or in part, unless listing,
registration,  qualification, consent or approval  has  been
effected or obtained free of any conditions as acceptable to
the Committee.

     23.5 Notwithstanding anything contained in the Plan  or
any  Agreement  to  the  contrary, in  the  event  that  the
disposition of Shares acquired pursuant to the Plan  is  not
covered  by a then current registration statement under  the
Securities  Act of 1933, as amended (the "Securities  Act"),
and  is  not  otherwise exempt from such registration,  such
Shares  shall be restricted against transfer to  the  extent
required  by  the  Securities Act  and  Rule  144  or  other
regulations  thereunder.   The  Committee  may  require  any
individual  receiving Shares pursuant to an  Option  granted
under the Plan, as a condition precedent to receipt of  such
Shares,  to represent and warrant to the Company in  writing
that  the  Shares acquired by such individual  are  acquired
without a view to any distribution thereof and will  not  be
sold  or  transferred other than pursuant  to  an  effective
registration  thereof  under said  Act  or  pursuant  to  an
exemption  applicable under the Securities Act or the  rules
and  regulations  promulgated thereunder.  The  certificates
evidencing any of such Shares shall be appropriately amended
or  have  an  appropriate legend placed thereon  to  reflect
their status as restricted securities as aforesaid.