S-8

   As filed with the Securities and Exchange Commission on May 20,
1994
                                                   File No. 33-   
      
                SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549
                        _______________
                            FORM S-8
                     REGISTRATION STATEMENT
                              UNDER
                      THE SECURITIES ACT OF 1933
                    ________________________________
                   AMERICAN HOME PRODUCTS CORPORATION
          (Exact name of registrant as specified in its charter)
                       ________________________
        Delaware                          13-2526821
(State of other jurisdiction   (I.R.S. Employer Identification No.)
of incorporation or 
organization)

          Five Giralda Farms, Madison, New Jersey       07940
        (Address of Principal Executive Offices)      (Zip Code)

                   AMERICAN HOME PRODUCTS CORPORATION 
                       1993 STOCK INCENTIVE PLAN
                        (Full title of the plan) 
                                                   

                          LOUIS L. HOYNES, JR.
               Senior Vice President and General Counsel
                   American Home Products Corporation 
                         Five Giralda Farms
                      Madison, New Jersey 07940
                          (201) 660-5000
(Name, address and telephone number, including area code of agent 
                          for service)

                     CALCULATION OF REGISTRATION FEE


Title of Securities  Amount     Proposed   Proposed     Amount of
to be Registered     to be      Maximum    Maximum      Regis-
                     Registered Offering   Aggregate    tration 
                                Price per  Offering     Fee
                                  Share    Price
                                        
Common Stock,        14,000,000 $56.625    $792,750,000 $273,362  
par value $.33 1/3 
per share

(1) Estimated solely for the purpose of calculating the
registration fee on the basis of the average of the high and low
sales prices of such securities on the New York Stock Exchange on
May 13, 1994.
Part I.          INFORMATION REQUIRED IN THE
                 SECTION 10(a) PROSPECTUS

Item 1.  Plan Information and Registrant Information and Employee
Plan Annual Information.

    The information required by Part I is included in document (s)
sent or given to participants in the American Home Products
Corporation (the "Corporation") 1993 Stock Incentive Plan (the
"Plan") pursuant to Rule 428(b)(1).
PART II.         INFORMATION REQUIRED IN THE
                 REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The following documents filed with the Securities and Exchange
Commission (File No. 1-1225) are incorporated herein by reference:

     (a)  The Corporation's Annual Report on Form 10-K for the
fiscal year ended December 31, 1993;

     (b)  The Corporation's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1994; and

     (c)  The description of Common Stock contained in the
Corporation's registration statement on Form 10, as amended through
January 24, 1991, filed with the Commission pursuant to Section 12
of the Securities Exchange Act 1934 (the "1934 Act").

     All reports and other documents subsequently filed by the
Corporation pursuant to Section 13, 14, or 15(d) of the 1934 Act as
amended, prior to filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or
which deregisters all securities remaining unsold, shall be deemed
to be incorporated by reference in the Prospectus and to be a part
hereof from the date of filing of such reports and documents.

     Any statement contained in a document incorporated or deemed
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 incorporated or is deemed
to be incorporated by reference herein modified 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.   Not Applicable.

Item 5.   Interests of Named Experts and Counsel.

     The consolidated financial statements of the Corporation and
subsidiary companies as of December 31, 1993 and 1992 and for each
of the years in the three-year period ended December 31, 1993
incorporated by reference in this registration statement, have been
audited by Arthur Andersen & Co., independent public accountants,
as indicated in their reports with respect thereto, and are
incorporated by reference in this registration statement in
reliance upon the authority of said firm as experts in accounting
and auditing in giving said reports.



                              II-1
Item 6.   Indemnification of Directors and Officers


     Section 145 of the Delaware Corporation Law and the Restated
Certificate of Incorporation of the Corporation contain provisions
covering indemnification of corporate directors and officers
against certain liabilities and expenses incurred as a result of
proceedings under the 1933 Securities Act, as amended (the "1933
Act") and the 1934 Act. 

     The Corporation provides indemnity insurance pursuant to which
officers and directors are indemnified or insured against liability
or loss under certain circumstances which may include liability or
related loss under the 1933 Act and the 1934 Act.

Item 7.   Not Applicable.

Item 8.   Exhibits

See Index to Exhibits on page II-6

Item 9.   Undertakings

A.   Rule 415 Offering

     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 1933 Act.

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

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

     Provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if the registration statement is on Form S-8, and 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 1934 Act
that are incorporated by reference in the registration statement.


                              II-2
     (2)  That, for the purpose of determining any liability under
the 1933 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 the 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.   Filing Incorporated Subsequent Exchange Act Documents by
Reference

     The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act , each
filing of the registrant's annual report pursuant to section 13(a)
or section 15(d) of the 1934 Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
section 15(d) of the 1934 Act) that is incorporated by reference in
the registration statement 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.

C.   Filing of Registration Statement on Form S-8

     Insofar as indemnification for liabilities arising under the
1933 Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provision or
otherwise, the registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is
against public policy as expressed in the 1933 Act and is,
therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by
the registrant in the successful defence 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 counsel 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 1933 Act and
will be governed by the final adjudication of such issue.











                              II-3
                           SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe
that it meets all the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the County of
Morris and State of New Jersey, on this 20th day of April, 1994.

                    AMERICAN HOME PRODUCTS CORPORATION
                    (Registrant)



                    By: /s/ John R. Stafford
                    (John R. Stafford
                    Chairman of the Board, President and Chief
                    Executive Officer)


     Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the following
persons in the capacities and on the dates indicated.

Signature                   Title                    Date

/s/ John R. Stafford        Chairman of the Board,   April 20, 1994
(John R. Stafford)          President and 
                            Director - Principal 
                            Executive Officer

/s/ Robert G. Blount        Executive Vice President April 20, 1994
(Robert G. Blount)          and Director - 
                            Principal Financial 
                            Officer

/s/ John R. Considine       Vice President -         April 20, 1994
(John R. Considine)         Finance - Principal 
                            Accounting Officer

/s/ Clifford L. Alexander   Director                 April 20, 1994
(Clifford L. Alexander)

/s/ Frank A. Bennack, Jr.   Director                 April 20, 1994
(Frank A. Bennack, Jr.)

/s/ K. Roald Bergethon, Jr. Director                 April 20, 1994
(K. Roald Bergethon)

/s/ John W. Culligan        Director                 April 20, 1994
(John W. Culligan)


                              II-4
/s/ Robin Chandler Duke     Director                 April 20, 1994
(Robin Chandler Duke)

/s/ John D. Feerick         Director                 April 20, 1994
(John D. Feerick)

/s/ Edwin A. Gee            Director                 April 20, 1994
(Edwin A. Gee)

/s/ Robert W. Sarnoff       Director                 April 20, 1994
(Robert W. Sarnoff)

/s/ John R. Torell III      Director                 April 20, 1994
(John R. Torell III)

/s/ William W. Wrigley      Director                 April 20, 1994
(William W. Wrigley)   




































                              II-5
                       INDEX TO EXHIBITS

Exhibit  
Number        Exhibit

4.1           Restated Certificate of Incorporation of the 
              Corporation, incorporated herein by reference to    
              Exhibit No. 3 of the Registrant's Annual Report on  
              Form 10-K for the fiscal year ended December 31,    
              1990.

4.2           By-laws of the Corporation, incorporated herein by  
              reference to Exhibit No. 3 of the Registrant's      
              Annual Report on Form 10-K for the fiscal year ended 
              December 31, 1992.

23            The consent of Arthur Andersen & Co. 

99            1993 Stock Incentive Plan


































                              II-6

EX-23

                                              EXHIBIT 23





               CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement our
reports dated January 18, 1994 included in American Home Products
Corporation's Form 10-K for the year ended December 31, 1993 and
to all references to our Firm included in this registration
statement.





New York, New York
May 20, 1994

EX-99

                                                  EXHIBIT 99

             AMERICAN HOME PRODUCTS CORPORATION

                  1993 STOCK INCENTIVE PLAN

               (Adopted by the Board of Directors on June 24,
1993, effective on that date, subject to approval at the April
1994 Annual Meeting of Stockholders.)

     Section 1. Purpose.  The purpose of the 1993 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 and Stock Appreciation Rights may be granted and
Restricted Stock may be awarded by the Company.  Options to
purchase the Company's Common Stock shall have a term not
exceeding ten years from the date of grant for non-qualified
stock options as shall be determined by the Committee
(hereinafter defined), and for incentive stock options as
hereinafter defined for such term as shall be determined by the
Committee not exceeding ten years from the date of grant (the
"Option" or "Options").  Options granted under the Plan may be
either incentive stock options, as defined in Section 422(b) of
the Internal Revenue 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
Sections 422 and 424 of the Internal Revenue 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 Internal Revenue
Code.  All section references to the Internal Revenue Code in
this Plan are intended to include any amendments or substitutions
therefor in such Code 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 three or more members of the Board of Directors of
the Company each of whom shall be a "disinterested person" within
the meaning of Rule 16(b)-3 under the Securities Exchange Act of
1934.  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 for which Stock
Appreciation Rights may be exercised shall not exceed 14,000,000
shares of the Company's Common Stock.  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.

     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.

     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 shall not exceed $100,000, or such other amount as may be
permitted under the Internal Revenue Code.

     No incentive stock option shall be granted to any individual
who, at the time when the option would be otherwise granted, 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.

     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, 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 full purchase price of shares purchased
by exercise of the Option shall be paid upon the exercise
thereof.  A holder of an Option shall have none of the rights of
a stockholder until the shares are issued to him or her.  Unless
the terms of an Option provide to the contrary, upon exercise,
the Option Price shall be payable in cash or by delivering to the
Company 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 the Option Price, or a combination of
such Common Stock and cash equal to the Option Price, or by
delivering any other form of consideration which has been
approved by the Committee; and payment of the Option Price by any
such means shall be made prior to the delivery of the shares as
to which the Option was exercised.  Such right to deliver the
Company's Common Stock in full or partial payment of the Option
Price shall be limited to such frequency as the Committee shall
determine in its absolute discretion.

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

     (f)  Exercise of Option.  Except as otherwise provided in
this Section 5(f), the Option may not be exercised during its
applicable holding period which is the one year period commencing
on the date of grant, or such other longer period as the
Committee may, in its sole discretion, determine ("Holding
Period").  The Committee may, in its sole discretion, set
different Holding Periods for Options covered by the same grant
to an optionee.  However, if a person retires, becomes disabled
or dies during the Holding Period with respect to an Option, such
Option shall become exercisable on the person's retirement date,
the date the person's disability commences or the date of the
person's death, provided the person has been in the continuous
employment of the Company or one or more of its subsidiaries for
two years or more at the time of the person's disability or
death.  After the expiration of the Holding Period of the Option,
the optionee may exercise the Option in full at any time or in
part from time to time provided the optionee has, at the date of
exercise, been in the continuous employment of the Company and/or
one or more of its subsidiaries for at least two years. 
Notwithstanding the foregoing, 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. 
Also, notwithstanding the provisions of this Section 5(f),
Options which are granted by the Committee to replace shares of
the Company's Common Stock used as part or all of the purchase
price of other Options shall, subject to the discretion of and
determination by the Committee, be exercisable less than one year
from the date of the Option grant.  Non-qualified stock option
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 termination of the optionee's
employment by the Company or its subsidiaries due to retirement
or disability 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;

     (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 retirement, disability or deliberate gross misconduct
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 (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 or disability.

     (vii)  No Options shall be exercisable after termination of
employment unless the optionee shall have during the time period
in which his or her Options are exercisable, (a) refrained from
becoming or serving as an officer, director or employee of any
individual, 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 or Stock
Appreciation Right as of the date of the breach of the condition.

     (viii)  Notwithstanding the provisions of subparagraph (ii)
and (iii) of this paragraph 5(g), an Option granted under the
Plan to an optionee who retires, dies or become disabled before
this Plan is adopted by the stockholders of the Company, to the
extent not validly exercised, shall terminate three years after
the date the Plan is adopted 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.  

     (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.

     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.  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.  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 to the
following terms and conditions.

     (i)  Stock Appreciation Rights shall be exercised 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)  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 and such rights shall not be
transferable other than by will or by the laws of descent and
distribution and shall be exercisable during the optionee's
lifetime only by him or her or his or her guardian or legal
representative.

     (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 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 Consolidation 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 by an officer or director of Stock
Appreciation Rights, as well as any election by such officer or
director as to the form of payment to such officer or director
(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.  For purposes
hereof officer shall mean only officers who are subject to
Section 16(b) of the Securities Exchange Act of 1934, as amended. 
In the event that a director or officer of the Company subject to
Section 16(b) of the Securities Exchange Act of 1934 exercises a
Stock Appreciation Right for cash or stock pursuant to this
Section 6 during a "window period" as provided in Rule 16(b)-3
under the Securities Exchange Act of 1934, 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.

     (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 7.  Restricted Stock Performance Award.  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, 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 right 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.

     (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 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.  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 an
outstanding Restricted Stock award; provided, however, that to
the extent permitted in the case of incentive stock options by
Sections 422 and 424 of the Internal Revenue 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 Internal Revenue 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.  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
which may be sold or awarded 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 Internal Revenue Code or regulations
thereunder); or (iii) extend the term of the Plan or the maximum
period during which any Option may be exercised.  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 10.  Effective Date and Duration.  The Plan was
adopted by the Board of Directors of the Company on June 24,
1993, subject to approval by the stockholders of the Company at
meeting to be held on April 22, 1994.  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
majority of the Company's outstanding stock.  No Option may be
granted and no stock may be awarded under the Plan before June
24, 1993 nor after June 23, 2003.  Options granted and stock
awarded before June 24, 2003 may extend beyond the date last
mentioned in accordance with their terms.


     Section 11.  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.