8-K

               SECURITIES AND EXCHANGE COMMISSION

                     WASHINGTON, D.C. 20549

                                

                            FORM 8-K

                         CURRENT REPORT

                                

             PURSUANT TO SECTION 13 OR 15 (D) OF THE

                 SECURITIES EXCHANGE ACT OF 1934

                                

                         Date of Report
       (Date of earliest event reported)       May 6, 1997
                                

                          NESTOR, INC.

            (Exact name of registrant as specified in charter)

                                

                                

Delaware                      0-12-965        13-3163744
(State of other jurisdiction  (Commission     IRS employer
of incorporation)             file number)    identification no.




     One Richmond Square, Providence, Rhode Island  02906
            (Address of principal executive offices)




Registrant's telephone number, including area code: 401-331-9640

                                

                              N/A

   (Former name or former address, if changed since last report)







Item 5.        Other Events.

     1) The shareholders of the Registrant approved the Incentive
Stock  Option  Plan on May 6, 1997 pursuant to which  options  to
purchase  an  aggregate of 1,000,000 shares of  the  Registrant's
Common  Stock  was  authorized and  approved.   A  copy  of  such
Incentive Stock Option Plan is annexed hereto as an exhibit.






                            EXHIBITS

The following exhibit is filed herewith:

Exhibit No.         Description
   10.34            Nestor, Inc. 1997 Incentive Stock Option Plan







                           SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.

Dated:  May 7, 1997                NESTOR, INC.
                                   (Registrant)


                                   By:/s/ Nigel P. Hebborn
                                     Chief Financial Officer

EX-10

                          NESTOR, INC.

                1997 INCENTIVE STOCK OPTION PLAN


1.   Purpose

           The purpose of this plan (the "Plan") is to secure for
Nestor,  Inc.  (the "Company") and its stockholders the  benefits
arising  from capital stock ownership by employees, officers  and
directors  (who  are also either employees or  officers)  of  the
Company  and  its  subsidiary corporations who  are  expected  to
contribute  to  the Company's future growth and  success.   Those
provisions  of the Plan which make express reference  to  Section
422  of the Internal Revenue Code of 1986, as amended or replaced
from  time  to  time (the "Code"), shall apply only to  Incentive
Stock Options (as that term is defined in the Plan).  The Plan is
also  designed  to  attract and retain  other  persons  who  will
provide services to the Company.


2.   Type of Options and Administration

          (a)  Types of Options.  Options granted pursuant to the
Plan shall be authorized by action of the Board of Directors (the
"Board") of the Company (or a committee designated by the  Board)
and  may  be  either  incentive stock options  ("Incentive  Stock
Options") meeting the requirements of Section 422 of the Code  or
non-statutory  options  which  are  not  intended  to  meet   the
requirements   of   Section  422  of  the  Code   ("Non-Qualified
Options").

           (b)  Administration.  The Plan will be administered by
the  Board  or by a committee consisting of two or more directors
each  of  whom  shall  be a "non-employee  director"  within  the
meaning  of Rule 16b-3 promulgated under the Securities  Exchange
Act  of  1934, as amended (the "Exchange Act"), or any  successor
rule  ("Rule 16b-3") and an "outside director" within the meaning
of  Treasury Regulation Section 1.162-27(e)(3) promulgated  under
Section  162(m)  of the Code (the "Committee") appointed  by  the
Board, in each case whose construction and interpretation of  the
terms  and  provisions of the Plan shall be final and conclusive.
If  the Board determines to create a Committee to administer  the
Plan,  the  delegation  of  powers  to  the  Committee  shall  be
consistent   with  applicable  laws  or  regulations  (including,
without  limitation, applicable state law and Rule  16b-3).   The
Board  or  Committee may in its sole discretion grant options  to
purchase  shares of the Company's Common Stock, $0.01  par  value
per  share  ("Common Stock"), and issue shares upon  exercise  of
such  options  as provided in the Plan.  The Board  or  Committee
shall  have authority, subject to the express provisions  of  the
Plan,  to construe the respective option agreements and the Plan;
to prescribe, amend and rescind rules and regulations relating to
the Plan; to determine the terms and provisions of the respective
option  agreements, which need not be identical; and to make  all
other  determinations in the judgment of the Board  or  Committee
necessary  or desirable for the administration of the Plan.   The
Board  or Committee may correct any defect or supply any omission
or  reconcile  any  inconsistency in the Plan or  in  any  option
agreement in the manner and to the extent it shall deem expedient
to  carry the Plan into effect and it shall be the sole and final
judge  of such expediency.  No director or person acting pursuant
to  authority  delegated by the Board shall  be  liable  for  any
action or determination under the Plan made in good faith.


3.   Eligibility

           Options may be granted to persons who are, at the time
of  grant, employees, officers or directors (who are also  either
employees or officers) of the Company or any subsidiaries of  the
Company  as  defined in Sections 424(e) and 424(f) of  the  Code,
provided,  that Incentive Stock Options may only  be  granted  to
individuals who are employees of the Company (within the  meaning
of  Section 3401(c) of the Code).  Options may also be granted to
other  persons, provided that such options shall be Non-Qualified
Options.  A person who has been granted an option may, if  he  or
she  is otherwise eligible, be granted additional options if  the
Board or Committee shall so determine.


4.   Stock Subject to Plan

           The  stock subject to options granted under  the  Plan
shall  be shares of authorized but unissued or reacquired  Common
Stock.   Subject to adjustment as provided in Section  15  below,
the maximum number of shares of Common Stock of the Company which
may be issued and sold under the Plan is 1,000,000.  If an option
granted  under the Plan shall expire, terminate or  is  cancelled
for  any  reason  without  having been  exercised  in  full,  the
unpurchased  shares  subject  to  such  option  shall  again   be
available for subsequent option grants under the Plan.


5.   Forms of Option Agreements

           As  a  condition to the grant of an option  under  the
Plan,  each  recipient  of  an option  shall  execute  an  option
agreement  in  such form not inconsistent with  the  Plan.   Such
option agreements may differ among recipients.


6.   Purchase Price

           (a)   General.  The purchase price per share of  stock
issuable  upon  the exercise of an option shall be determined  by
the  Board or the Committee at the time of grant of such  option,
provided, however, that in the case of an Incentive Stock  Option
or  Non-Qualified Option, the exercise price shall  not  be  less
than  100%  of the Fair Market Value (as hereinafter defined)  of
such stock at the time of grant of such option, or less than 110%
of  such  Fair  Market Value in the case of options described  in
Section 11(b).  "Fair Market Value" of a share of Common Stock of
the Company as of a specified date for purposes of the Plan shall
mean  the  closing  price of a share of the  Common  Stock  on  a
principal securities exchange on which such shares are traded  on
the  day  immediately preceding the date as of which Fair  Market
Value is being determined, or on the next preceding date on which
such  shares  are  traded  if  no  shares  were  traded  on  such
immediately preceding day, or if the shares are not traded  on  a
securities exchange, Fair Market Value shall be deemed to be  the
average of the high bid and low asked prices of the shares in the
over-the-counter market on the day immediately preceding the date
as  of which Fair Market Value is being determined or on the next
preceding  date on which such high bid and low asked prices  were
recorded.   If  the shares are not publicly traded,  Fair  Market
Value  of a share of Common Stock (including, in the case of  any
repurchase  of  shares, any distributions  with  respect  thereto
which  would be repurchased with the shares) shall be  determined
in  good faith by the Board.  In no case shall Fair Market  Value
be determined with regard to restrictions other than restrictions
which, by their terms, will never lapse.

           (b)  Payment of Purchase Price.  Options granted under
the  Plan  may provide for the payment of the exercise  price  by
delivery  of  cash or a check to the order of the Company  in  an
amount  equal to the exercise price of such options,  or  by  any
other  means which the Board determines are consistent  with  the
purpose  of  the  Plan and with applicable laws  and  regulations
(including, without limitation, the provisions of Rule 16b-3  and
Regulation T promulgated by the Federal Reserve Board).


7.   Exercise Option Period

          Subject to earlier termination as provided in the Plan,
each  option and all rights thereunder shall expire on such  date
as  determined by the Board or the Committee and set forth in the
applicable option agreement, provided, that such date  shall  not
be  later than ten (10) years after the date on which the  option
is granted.


8.   Exercise of Options

          Each option granted under the Plan shall be exercisable
either  in  full  or in installments at such time  or  times  and
during  such period as shall be set forth in the option agreement
evidencing  such option, subject to the provisions of  the  Plan.
Subject   to  the  requirements  in  the  immediately   preceding
sentence,  if  an option is not at the time of grant  immediately
exercisable,  the Board may (i) in the agreement evidencing  such
option,  provide  for the acceleration of the  exercise  date  or
dates  of  the  subject option upon the occurrence  of  specified
events, and/or (ii) at any time prior to the complete termination
of  an  option,  accelerate the exercise date or  dates  of  such
option.


9.   Nontransferability of Options

           No  option granted under this Plan shall be assignable
or  otherwise transferable by the optionee, except by will or  by
the  laws of descent and distribution. An option may be exercised
during the lifetime of the optionee only by the optionee.


10.  Effect of Termination of Employment or Other Relationship

           Except  as  provided in Section 11(d) with respect  to
Incentive Stock Options and except as otherwise determined by the
Board or Committee at the date of grant of an option, and subject
to the provisions of the Plan, an optionee may exercise an option
at  any time within three (3) months following the termination of
the  optionee's employment or other relationship with the Company
or  within one (1) year if such termination was due to the  death
or  disability of the optionee (to the extent such option is then
exercisable)  but in no event later than the expiration  date  of
the  option.  If the termination of the optionee's employment  is
for  cause  or  is  otherwise attributable to  a  breach  by  the
optionee  of  an  employment or confidentiality or non-disclosure
agreement,  the  option  shall  expire  immediately   upon   such
termination.   The Board shall have the power to  determine  what
constitutes a termination for cause or a breach of an  employment
or   confidentiality  or  non-disclosure  agreement,  whether  an
optionee  has been terminated for cause or has breached  such  an
agreement, and the date upon which such termination for cause  or
breach  occurs.   Any  such determinations  shall  be  final  and
conclusive and binding upon the optionee.


11.  Incentive Stock Options

          Options granted under the Plan which are intended to be
Incentive  Stock  Options  shall  be  subject  to  the  following
additional terms and conditions:

           (a)  Express Designation.  All Incentive Stock Options
granted  under  the  Plan  shall,  at  the  time  of  grant,   be
specifically designated as such in the option agreement  covering
such Incentive Stock Options.

           (b)   10%  Shareholder.  If any employee  to  whom  an
Incentive Stock Option is to be granted under the Plan is, at the
time  of  the grant of such option, the owner of stock possessing
more  than 10% of the total combined voting power of all  classes
of   stock  of  the  Company  (after  taking  into  account   the
attribution  of stock ownership rules of Section  424(d)  of  the
Code),  then the following special provisions shall be applicable
to the Incentive Stock Option granted to such individual:

             (i)      the purchase price per share of the  Common
     Stock  subject to such Incentive Stock Option shall  not  be
     less  than  110% of the Fair Market Value of  one  share  of
     Common Stock at the time of grant; and

            (ii)      the option exercise period shall not exceed
     five (5) years from the date of grant.

           (c)  Dollar Limitation.  For so long as the Code shall
so  provide, options granted to any employee under the Plan  (and
any  other incentive stock option plans of the Company) which are
intended   to  constitute  Incentive  Stock  Options  shall   not
constitute  Incentive  Stock Options  to  the  extent  that  such
options, in the aggregate, become exercisable for the first  time
in  any  one  calendar year for shares of Common  Stock  with  an
aggregate Fair Market Value, as of the respective date  or  dates
of grant, of more than $100,000.

           (d)   Termination of Employment, Death or  Disability.
No Incentive Stock Option may be exercised unless, at the time of
such  exercise, the optionee is, and has been continuously  since
the  date of grant of his or her option, employed by the Company,
except that:

             (i)      an  Incentive Stock Option may be exercised
     within  the  period of three (3) months after the  date  the
     optionee ceases to be an employee of the Company (or  within
     such  lesser  period as may be specified in  the  applicable
     option  agreement),  to the extent it is  then  exercisable,
     provided, that the agreement with respect to such option may
     designate  a  longer exercise period and that  the  exercise
     after  such three (3) month period shall be treated  as  the
     exercise of a non-statutory option under the Plan,

            (ii)     if the optionee dies while in the employ  of
     the  Company, or within three (3) months after the  optionee
     ceases  to  be such an employee, the Incentive Stock  Option
     may be exercised by the person to whom it is transferred  by
     will  or  the  laws of descent and distribution  within  the
     period  of  one (1) year after the date of death (or  within
     such  lesser  period as may be specified in  the  applicable
     option agreement), to the extent it is then exercisable, and

           (iii)     if the optionee becomes disabled (within the
     meaning  of  Section 22(e)(3) of the Code or  any  successor
     provisions thereto) while in the employ of the Company,  the
     Incentive Stock Option may be exercised within the period of
     one  (1) year after the date the optionee ceases to be  such
     an  employee  because  of such disability  (or  within  such
     lesser  period as may be specified in the applicable  option
     agreement), to the extent it is then exercisable.

For  all  purposes of the Plan and any option granted  hereunder,
"employment"  shall be defined in accordance with the  provisions
of  Section  1.421-7(h)  of the Income Tax  Regulations  (or  any
successor    regulations).    Notwithstanding    the    foregoing
provisions, no Incentive Stock Option may be exercised after  its
expiration date.


12.  Additional Provisions

           (a)   Additional Option Provisions.  The Board or  the
Committee   may,  in  its  sole  discretion,  include  additional
provisions  in  option agreements covering options granted  under
the Plan, including without limitation, restrictions on transfer,
vesting  of options, repurchase rights, rights of first  refusal,
commitments  to  pay  cash bonuses or to  make,  arrange  for  or
guaranty  loans  or to transfer other property to optionees  upon
exercise  of  options,  or  such other  provisions  as  shall  be
determined  by  the  Board or the Committee, provided  that  such
additional  provisions shall not be inconsistent with  any  other
term  or  condition  of  the Plan and such additional  provisions
shall not cause any Incentive Stock Option granted under the Plan
to  fail  to  qualify  as an Incentive Stock  Option  within  the
meaning of Section 422 of the Code.

           (b)   Acceleration, Extension, Etc.  The Board or  the
Committee may, in its sole discretion (i) accelerate the date  or
dates  on  which all or any particular option or options  granted
under  the Plan may be exercised, or (ii) extend the dates during
which all, or any particular, option or options granted under the
Plan  may  be exercised, provided, however that no such extension
shall  be permitted if it would cause the Plan to fail to  comply
with Section 422 of the Code or with Rule 16b-3 (if applicable to
such option).


13.  General Restrictions

           (a)   Investment  Representations.   The  Company  may
require  any person to whom an option is granted, as a  condition
of exercising such option or award, to give written assurances in
substance and form satisfactory to the Company to the effect that
such  person is acquiring the Common Stock subject to the  option
or  award for his or her own account for investment and not  with
any  present  intention of selling or otherwise distributing  the
same, and to such other effects as the Company deems necessary or
appropriate in order to comply with federal and applicable  state
securities laws, or with covenants or representations made by the
Company  in  connection with any public offering  of  its  Common
Stock,   including   any  "lock-up"  or  other   restriction   on
transferability.

          (b)  Compliance With Securities Law.  Each option shall
be  subject  to the requirement that if, at any time, counsel  to
the  Company  shall determine that the listing,  registration  or
qualification of the shares subject to such option or award  upon
any  securities exchange or automated quotation system  or  under
any  state  or  federal law, or the consent or  approval  of  any
governmental or regulatory body, or that the disclosure  of  non-
public information or the satisfaction of any other condition, is
necessary  as a condition of, or in connection with the  issuance
or purchase of shares thereunder, such option or award may not be
exercised,   in   whole   or  in  part,  unless   such   listing,
registration, qualification, consent or approval or  satisfaction
of  such  condition  shall  have been  effected  or  obtained  on
conditions  acceptable  to the Board or the  Committee.   Nothing
herein shall be deemed to require the Company to apply for or  to
obtain such listing, registration or qualification, or to satisfy
such condition.


14.  Rights as a Stockholder

           The  holder  of an option shall have no  rights  as  a
stockholder  with  respect to any shares covered  by  the  option
(including, without limitation, any right to vote or  to  receive
dividends or non-cash distributions with respect to such  shares)
until the effective date of exercise of such option and then only
to  the  extent of the shares of Common Stock so purchased.    No
adjustment shall be made for dividends or other rights for  which
the record date is prior to the date of exercise.


15.  Adjustment Provisions for Recapitalizations,
     Reorganizations and Related Transactions

           (a)  Recapitalizations and Related Transactions.   If,
through or as a result of any recapitalization, reclassification,
stock dividend, stock split, reverse stock split or other similar
transaction  (i)  the  outstanding shares  of  Common  Stock  are
increased, decreased or exchanged for a different number or  kind
of  shares or other securities of the Company, or (ii) additional
shares  or  new or different shares or other non-cash assets  are
distributed with respect to such shares of Common Stock or  other
securities, an appropriate and proportionate adjustment shall  be
made  in  (x) the maximum number and kind of shares reserved  for
issuance  under  or otherwise referred to in the  Plan,  (y)  the
number and kind of shares or other securities subject to any then-
outstanding  options under the Plan, and (z) the price  for  each
share  subject  to any then-outstanding options under  the  Plan,
without  changing the aggregate purchase price as to  which  such
options  remain exercisable.  Notwithstanding the  foregoing,  no
adjustment  shall  be made pursuant to this Section  15  if  such
adjustment  (A)  would  cause the Plan to  fail  to  comply  with
Section 422 of the Code or with Rule 16b-3 (if applicable to such
option), or (B) would be considered as the adoption of a new plan
requiring stockholder approval.

           (b)   Reorganization, Merger and Related Transactions.
All  outstanding  options  under  the  Plan  shall  become  fully
exercisable  for  a  period  of sixty  (60)  days  following  the
occurrence  of any Trigger Event (as defined below),  whether  or
not such options are then exercisable under the provisions of the
applicable  agreements relating thereto.   For  purposes  of  the
Plan, a "Trigger Event" is any one of the following events:

             (i)     the date on which shares of Common Stock are
     first purchased pursuant to a tender offer or exchange offer
     (other than such an offer by the Company, any subsidiary  of
     the Company, any employee benefit plan of the Company or  of
     any  subsidiary of the Company or any entity holding  shares
     or  other securities of the Company for or pursuant  to  the
     terms  of  such plan), whether or not such offer is approved
     or  opposed by the Company and regardless of the  number  of
     shares purchased pursuant to such offer;

            (ii)     the date the Company acquires knowledge that
     any person or group deemed a person under Section 13(d)-3 of
     the Exchange Act (other than the Company, any subsidiary  of
     the Company, any employee benefit plan of the Company or  of
     any  subsidiary of the Company or any entity holding  shares
     of  Common Stock or other securities of the Company  for  or
     pursuant to the terms of any such plan or any individual  or
     entity  or  group  or affiliate thereof which  acquired  its
     beneficial ownership interest prior to the date the Plan was
     adopted  by  the  Board),  in a  transaction  or  series  of
     transactions, has become the beneficial owner,  directly  or
     indirectly (with beneficial ownership determined as provided
     in  Rule  13d-3, or any successor rule, under  the  Exchange
     Act),  of securities of the Company entitling the person  or
     group to 30% or more of all votes (without consideration  of
     the  rights  of any class or stock to elect directors  by  a
     separate  class  vote)  to  which all  stockholders  of  the
     Company would be entitled in the election of the Board  were
     an election held on such date;

           (iii)      the  date,  during any period  of  two  (2)
     consecutive years, when individuals who at the beginning  of
     such  period  constitute the Board cease for any  reason  to
     constitute at least a majority thereof, unless the election,
     or  the  nomination for election by the stockholders of  the
     Company, of each new director was approved by a vote  of  at
     least  a majority of the directors then still in office  who
     were directors at the beginning of such period; and

            (iv)     the date of approval by the stockholders  of
     the  Company  of an agreement (a "reorganization agreement")
     providing for:

                     (A)   The  merger  or consolidation  of  the
          Company   with  another  corporation  (x)   where   the
          stockholders of the Company, immediately prior  to  the
          merger  or  consolidation,  do  not  beneficially  own,
          immediately  after the merger or consolidation,  shares
          of  the  corporation issuing cash or securities in  the
          merger or consolidation entitling such stockholders  to
          80%  or more of all votes (without consideration of the
          rights  of any class of stock to elect directors  by  a
          separate class vote) to which all stockholders of  such
          corporation  would  be  entitled  in  the  election  of
          directors,  or  (y)  where the members  of  the  Board,
          immediately  prior  to the merger or consolidation,  do
          not,  immediately  after the merger  or  consolidation,
          constitute a majority of the Board of Directors of  the
          corporation issuing cash or securities in the merger or
          consolidation, or

                     (B)  The sale or other disposition of all or
          substantially all the assets of the Company.

            (c)   Board  Authority  to  Make  Adjustments.    Any
adjustments  under this Section 15 will be made by the  Board  or
the  Committee,  whose determination as to what  adjustments,  if
any,  will be made and the extent thereof will be final,  binding
and  conclusive.  No fractional shares will be issued  under  the
Plan on account of any such adjustments.


16.  Merger, Consolidation, Asset Sale, Liquidation, etc.

           (a)   General.   In  the event of  any  sale,  merger,
transfer  or acquisition of the Company or substantially  all  of
the  assets  of  the  Company in which the  Company  is  not  the
surviving  corporation, provided that after the merger,  transfer
or  acquisition the Company shall have requested the acquiring or
succeeding  corporation (or an affiliate thereof) that equivalent
options shall be substituted and such successor corporation shall
have  refused  or failed to assume all options outstanding  under
the  Plan or issue substantially equivalent options, then any  or
all  outstanding  options  under the Plan  shall  accelerate  and
become exercisable in full immediately prior to such event.   The
Board or Committee will notify holders of options under the  Plan
that any such options shall be fully exercisable for a period  of
fifteen  (15) days from the date of such notice, and the  options
will terminate upon expiration of such notice.

          (b)  Substitute Options.  The Company may grant options
under  the Plan in substitution for options held by employees  of
another  corporation who become employees of the  Company,  or  a
subsidiary  of  the  Company,  as  the  result  of  a  merger  or
consolidation of the employing corporation with the Company or  a
subsidiary  of the Company, or as a result of the acquisition  by
the Company, or one of its subsidiaries, of property or stock  of
the   employing  corporation.   The  Company  may   direct   that
substitute options be granted on such terms and conditions as the
Board considers appropriate in the circumstances.


17.  No Special Employment Rights

           Nothing  contained in the Plan or in any option  shall
confer   upon  any  optionee  any  right  with  respect  to   the
continuation of his or her employment by the Company or interfere
in any way with the right of the Company at any time to terminate
such  employment  or to increase or decrease the compensation  of
the optionee.


18.  Other Employee Benefits

           Except  as to plans which by their terms include  such
amounts as compensation, the amount of any compensation deemed to
be  received  by  an employee as a result of the exercise  of  an
option or the sale of shares received upon such exercise will not
constitute compensation with respect to which any other  employee
benefits  of  such  employee are determined,  including,  without
limitation,  benefits  under any bonus, pension,  profit-sharing,
life  insurance or salary continuation plan, except as  otherwise
specifically determined by the Board.


19.  Amendment, Modification or Termination of the Plan

           (a)   The  Board  may  at any time  modify,  amend  or
terminate  the Plan provided, however, that if at  any  time  the
approval  of  the stockholders of the Company is  required  under
Section   422   of  the  Code  or  any  successor provision  with
respect  to  Incentive Stock Options, or under  Rule  16b-3,  the
Board may not effect such modification or amendment without  such
approval.

           (b)  The modification, amendment or termination of the
Plan shall not, without the consent of an optionee, affect his or
her  rights  under an option previously granted to  him  or  her.
With  the  consent  of the optionee affected, the  Board  or  the
Committee may amend or modify outstanding option agreements in  a
manner not inconsistent with the Plan.  The Board shall have  the
right to amend or modify (i) the terms and provisions of the Plan
and  of any outstanding Incentive Stock Options granted under the
Plan  to  the extent necessary to qualify any or all such options
for  such  favorable  federal  income  tax  treatment  (including
deferral  of taxation upon exercise) as may be afforded incentive
stock  options under Section 422 of the Code, and (ii) the  terms
and  provisions of the Plan and of any outstanding option to  the
extent  necessary to ensure the qualification of the  Plan  under
Rule 16b-3.


20.  Withholding

           (a)   The Company shall have the right to deduct  from
payments  of any kind otherwise due to the optionee any  federal,
state  or  local taxes of any kind required by law to be withheld
with  respect to any shares issued upon exercise of options under
the  Plan.   Subject to the prior approval of the Company,  which
may  be  withheld  by  the Company in its  sole  discretion,  the
optionee  may elect to satisfy such obligations, in whole  or  in
part  by  (i)  causing the Company to withhold shares  of  Common
Stock  otherwise issuable pursuant to the exercise of an  option,
or  (ii) delivering to the Company shares of Common Stock already
owned by the optionee.  The shares so delivered or withheld shall
have a Fair Market Value equal to such withholding obligation  as
of  the  date  that  the amount of tax to be withheld  is  to  be
determined.   An  optionee who has made an election  pursuant  to
this  Section  20(a)  may  only satisfy his  or  her  withholding
obligation  with shares of Common Stock which are not subject  to
any  repurchase, forfeiture, unfulfilled vesting or other similar
requirements.

           (b)   The  acceptance of shares of Common  Stock  upon
exercise  of  an  Incentive  Stock  Option  shall  constitute  an
agreement by the optionee (i) to notify the Company if any or all
of  such  shares are disposed of by the optionee within  two  (2)
years from the date the option was granted or within one (1) year
from the date the shares were issued to the optionee pursuant  to
the exercise of the option, and (ii) if required by law, to remit
to  the  Company,  at the time of and in the  case  of  any  such
disposition,  an  amount  sufficient  to  satisfy  the  Company's
federal, state and local withholding tax obligations with respect
to such disposition, whether or not, as to both (i) and (ii), the
optionee  is  in the employ of the Company at the  time  of  such
disposition.


21.  Cancellation and New Grant of Options, etc.

           The Board or the Committee shall have the authority to
effect,  at  any time and from time to time, with the consent  of
the  affected  optionees  the  (i) cancellation  of  any  or  all
outstanding  options under the Plan and the grant in substitution
therefor  of  new  options under the Plan covering  the  same  or
different numbers of shares of Common Stock and having an  option
exercise  price per share which may be lower or higher  than  the
exercise  price  per  share  of the cancelled  options,  or  (ii)
amendment  of the terms of any and all outstanding options  under
the  Plan to provide an option exercise price per share which  is
higher or lower than the then-current exercise price per share of
such outstanding options.


22.  Effective Date and Duration of the Plan

           (a)   Effective Date.  The Plan shall become effective
when  adopted by the Board, but no Incentive Stock Option granted
under the Plan shall become exercisable unless and until the Plan
shall  have been approved by the Company's stockholders. If  such
stockholder  approval is not obtained within twelve  (12)  months
after  the  date of the Board's adoption of the Plan, no  options
previously granted under the Plan shall be deemed to be Incentive
Stock  Options  and no Incentive Stock Options shall  be  granted
thereafter.   Amendments  to the Plan not  requiring  stockholder
approval  shall become effective when adopted by  the  Board  and
amendments requiring stockholder approval (as provided in Section
19)  shall  become effective when adopted by the  Board,  but  no
Incentive  Stock Option granted after the date of such  amendment
shall  become  exercisable (to the extent that such amendment  to
the  Plan  was  required  to enable the  Company  to  grant  such
Incentive Stock Option to a particular optionee) unless and until
such   amendment  shall  have  been  approved  by  the  Company's
stockholders.   If  such  stockholder approval  is  not  obtained
within  twelve  (12)  months  of the  Board's  adoption  of  such
amendment,  any Incentive Stock Options granted on or  after  the
date  of  such amendment shall terminate to the extent that  such
amendment to the Plan was required to enable the Company to grant
such   option  to  a  particular  optionee.   Subject   to   this
limitation,  options may be granted under the Plan  at  any  time
after   the  effective  date  and  before  the  date  fixed   for
termination of the Plan.

           (b)   Termination.   Unless sooner terminated  by  the
Board, the Plan shall terminate upon the close of business on the
day  next  preceding the tenth anniversary of  the  date  of  its
adoption by the Board.  After termination of the Plan, no further
options  may  be granted under the Plan; provided  however,  that
such  termination  will not affect any options granted  prior  to
termination of the Plan.


23.  Provision for Foreign Participants

          The Board may, without amending the Plan, modify awards
or  options granted to participants who are foreign nationals  or
employed  outside the United States to recognize  differences  in
laws, rules, regulations or customs of such foreign jurisdictions
with  respect to tax, securities, currency, employee  benefit  or
other matters.


24.  Governing Law

           The  provisions  of this Plan shall  be  governed  and
construed  in accordance with the laws of the State  of  Delaware
without regard to the principles of conflicts of laws.