As filed  with the  Securities  and  Exchange  Commission  on  October  5,  2001
Registration No. 333-_____

 ===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              ---------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                              ---------------------


                                 JOY GLOBAL INC.
             (Exact name of registrant as specified in its charter)

                              ---------------------


             Delaware                                    39-1566457
  (State or other jurisdiction of                     (I.R.S. Employer
  incorporation or organization)                      Identification No.)

100 East Wisconsin Avenue, Suite 2780,                      53202
        Milwaukee, WI                                     (Zip Code)
(Address of Principal Executive Offices)

                    Joy Global Inc. 2001 Stock Incentive Plan
                            (Full title of the plan)

                              Eric B. Fonstad, Esq.
                     Secretary and Associate General Counsel
                                 Joy Global Inc.
                      100 East Wisconsin Drive, Suite 2780
                               Milwaukee, WI 53202
                                 (414) 319-8500
(Name and address, including zip code, and telephone number, including area
code, of agent for service)
<TABLE>
<CAPTION>
<S>    <C>                            <C>                 <C>                    <C>                     <C>


                         CALCULATION OF REGISTRATION FEE
       ------------------------------ -------------------- --------------------- ----------------------- ------------------
         Title of securities to be       Amount to be        Proposed maximum       Proposed maximum         Amount of
               registered               registered(1)      offering price per     aggregate offering      registration
                                                                  share                  price                  fee
       ------------------------------ -------------------- --------------------- ----------------------- ------------------
       Common Stock, par value $1      5,556,000 shares         $14.80 (2)           $82,228,800 (2)          $20,558 (2)
       per share
       ------------------------------ -------------------- --------------------- ----------------------- ------------------
</TABLE>


(1)  Pursuant to Rule 416 under the Securities Act of 1933, this Registration
     Statement shall be deemed to cover any additional shares of Common Stock
     which may be issuable under the plan to reflect stock splits, stock
     dividends, mergers and other capital changes.
(2)  Estimated pursuant to Rule 457(h) solely for purposes of calculating the
     aggregate offering price and the amount of the registration fee based upon
     the average of the high and low prices reported for the shares on the
     National Association of Stock Dealers Automated Quotation (the "NASDAQ")
     system on October 4, 2001.

 ==============================================================================



<PAGE>




                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


Item 1.       Plan Information.

              The documents containing the information specified in Part I (plan
and registrant information) will be delivered in accordance with Rule 428(b)(1)
under the Securities Act of 1933, as amended (the "Securities Act"). Such
documents are not required to be, and are not, filed with the Securities and
Exchange Commission (the "Commission"), either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424
under the Securities Act. These documents, and the documents incorporated by
reference in this Registration Statement pursuant to Item 3 of Part II of this
Form S-8, taken together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.

Item 2.       Registrant Information and Employee Plan Annual Information.

              Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this Registration Statement, which are also
incorporated by reference in the Section 10(a) prospectus, other documents
required to be delivered to eligible participants pursuant to Rule 428(b), or
additional information about the Joy Global Inc. 2001 Stock Incentive Plan (the
"Plan"), will be available without charge by contacting the Joy Global Inc.
Human Resources Department, 100 East Wisconsin Avenue, Suite #2780, Milwaukee,
WI 53202; Telephone Number: (414) 319-8500.




<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.       Incorporation of Documents by Reference.

              The following documents, which have been filed by Joy Global Inc.
(the "Company") with the Commission, are incorporated in this Registration
Statement by reference:

(a) The  Company's  Annual Report on Form 10-K for the fiscal year ended October
31, 2000.

(b) The Company's  Quarterly Reports on Form 10-Q for the quarters ended January
31, April 30 and July 31, 2001.

(c) The Company's Form 8-K dated July 12, 2001.

All  documents  subsequently  filed by the Company  pursuant to Sections  13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which  indicates that all securities  offered hereby have been sold or
which  deregisters all securities then remaining  unsold,  shall be deemed to be
incorporated by reference herein 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
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.

Joy Global Inc.'s Amended and Restated  Certificate of Incorporation  authorizes
the issuance of up to  150,000,000  shares of common stock,  par value $1.00 per
share.  Each share of the common stock shall  entitle the holder  thereof to one
vote, in person or by proxy, at any and all meetings of the  stockholders of the
Company on all propositions before such meetings. Subject to the prior rights of
the  holders  of any  preferred  stock,  the  holders of common  stock  shall be
entitled to dividends if, when and as the same shall be declared by the board of
directors of the Company and as may be permitted by law. The common stock may be
issued by the  Company  from time to time for such  consideration  and upon such
terms as may be fixed from time to time by the board of directors of the Company
and as may be  permitted  by  law,  without  action  by any  stockholders.  Upon
liquidation,  dissolution,  or winding up of the Company,  the holders of common
stock are  entitled to receive pro rata assets of the Company  which are legally
available for distribution, after payment of all debts and other liabilities and
subject to the prior rights of any holders of preferred stock then  outstanding.
Holders  of  common  stock  have no  preemptive  or  conversion  rights or other
subscription  rights  and there are no  redemption  or sinking  fund  provisions
applicable to the common stock. All shares of common stock, when issued and paid
for, will be fully paid and nonassessable.

Item 5.       Interests of Named Experts and Counsel.  Not applicable.

Item 6.       Indemnification of Directors and Officers.

The Company is incorporated  under the laws of the State of Delaware.  Article 6
of the Company's Amended and Restated Certificate of Incorporation  provides, as
authorized  by  Section  102(b)(7)  of the  Delaware  General  Company  Law (the
"DGCL"),  that a director of the Company, to the fullest extent permitted by the
DGCL,  will not be  personally  liable to the  Company or its  stockholders  for
monetary  damages  arising out of breach of  fiduciary  duty to the Company as a
director.

Section 15 of Article III of the Company's  Amended and Restated  Bylaws further
provides,  as permitted by Section 145 of the DGCL, that each person who was, is
or is threatened to be made a party to or is otherwise involved with any action,
suit,   arbitration,   mediation  or  proceeding,   whether   civil,   criminal,
administrative or investigative,  whether domestic or foreign,  by reason of the
fact that he or she, or a person of whom he or she is the legal  representative,
is or was a director or officer of the  Company or,  while a director or officer
of the  Company,  is or was serving at the request of the Company as a director,
officer, fiduciary, employee or agent of another company or other enterprise (an
"indemnitee"),  will be  indemnified  and held  harmless  by the  Company to the
fullest  extent not prohibited by the DGCL,  against all expense,  liability and
loss  (including  attorneys'  fees),  reasonably  incurred  or  suffered by such
indemnitee in connection therewith.  This right of indemnification  includes the
obligation  of the  Company to provide an  advance  of  expenses,  although  the
indemnitee  may be  required  to repay  such an  advance  if there is a judicial
determination that the indemnitee was not entitled to the  indemnification.  The
Company may also, by action of its board of directors,  provide  indemnification
to employees  and agents of the Company with the same or lesser scope and effect
as the foregoing indemnification of directors and officers.

Item 7.       Exemption from Registration Claimed.  Not applicable.

Item 8.       Exhibits.  An Exhibit Index is located at page 8.

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;

     (ii) to reflect in the  prospectus  any facts or events  arising  after the
effective  date  of  Registration   Statement  (or  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 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) do 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 the 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; and

     (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) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual  report  pursuant to Section  13(a) or Section  15(d) of the Exchange Act
(and, where applicable,  each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the 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 foregoing  provisions,  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 the 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 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  Securities  Act and will be  governed by the final
adjudication of such issue.



<PAGE>




                                   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 of 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 City of Milwaukee, State of Wisconsin, on October 5, 2001.



                                                      JOY GLOBAL INC.



                                 By:   /s/
                                        --------------------------
                                 John Nils Hanson
                                 Director, President and Chief Executive Officer


                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below   constitutes   and  appoints   John  Nils  Hanson  his  true  and  lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments  (including  post-effective  amendments) to this Registration
Statement,  and to file the same, with all exhibits thereto, and other documents
in connection  therewith,  with the Securities and Exchange Commission,  and any
other regulatory  authority,  granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and thing requisite and
necessary  to be done in and about the  premises,  as fully to all  intents  and
purposes as he might or could do in person,  hereby ratifying and confirming all
that said  attorney-in-fact  and agent,  or his  substitute,  may lawfully do or
cause to be done by virtue hereof.


     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  and power of attorney have been signed by the following
persons in the capacities indicated on August 28 2001.


           Signature                                Title
/s/                              Director, President and Chief Executive Officer
---------------------------------(Principal Executive Officer)
      John Nils Hanson

/s/                              Executive Vice President, Treasurer and Chief
---------------------------------Financial Officer (Principal Financial Officer)
      Donald C. Roof

/s/                              Vice President, Controller and Chief Accounting
---------------------------------Officer (Principal Accounting Officer)
      Michael S. Olsen

/s/                              Director
---------------------------------
      Steven L. Gerard

/s/                              Director
---------------------------------
      Ken C. Johnsen

/s/                              Director
---------------------------------
      James R. Klauser

/s/                              Director
---------------------------------
      Richard B. Loynd

/s/                              Director
---------------------------------
      P. Eric Siegert

/s/                              Director
---------------------------------
      James H. Tate


<PAGE>


                                  EXHIBIT INDEX


         Exhibit    Description
         Number

          4.1       Amended and Restated  Certificate  of  Incorporation  of the
                    Company,  incorporated  by  reference  to Exhibit 3.1 of the
                    Company's Form 8-K dated as of July 12, 2001.

          4.2       Amended and Restated Bylaws of the Company,  incorporated by
                    reference to Exhibit 3.2 of the Company's  Form 8-K dated as
                    of July 12, 2001.

          4.3       Form of  certificate  representing  shares of common  stock,
                    $1.00 par value per  share,  incorporated  by  reference  to
                    Exhibit 4.4 of the  Company's  Form 8-K dated as of July 12,
                    2001.

          4.4       Joy Global Inc. 2001 Stock Incentive Plan

          5.1       Opinion of Eric B. Fonstad, Esq.

          23.1      Consent of PricewaterhouseCoopers LLP.

          23.2      Consent  of  Counsel,   included  in  Exhibit  5.1  of  this
                    Registration Statement.

          24        Powers  of  Attorney,   incorporated  by  reference  to  the
                    signature page of this Registration Statement.


<PAGE>
                                                                    Exhibit 4.4

                                JOY GLOBAL, INC.
                            2001 STOCK INCENTIVE PLAN

SECTION 1.        Purpose; Definitions

     The purpose of the Plan is to give the Company a  competitive  advantage in
attracting,  retaining and motivating officers,  employees, and/or directors and
to provide the Company and its  Subsidiaries  and  Affiliates  with a stock plan
providing  incentives  directly  linked to the  profitability  of the  Company's
businesses and increases in Company shareholder value.

     For  purposes  of the Plan,  the  following  terms are defined as set forth
below:

     a.  "Affiliate"   means  a  corporation  or  other  entity  controlled  by,
controlling or under common control with the Company.

     b. "Award"  means a Stock Option,  Stock  Appreciation  Right,  Performance
Unit, or other stock-based award.

     c.  "Award  Cycle"  shall  mean a period  of  consecutive  fiscal  years or
portions thereof designated by the Committee over which Performance Units are to
be earned.

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

     e. "Cause" means,  unless otherwise provided by the Committee,  (1) "Cause"
as defined in any Individual  Agreement to which the  participant is a party, or
(2) if there is no such Individual Agreement or if it does not define Cause: (A)
conviction of the  participant  for committing a felony under federal law or the
law of the state in which such action occurred,  (B) dishonesty in the course of
fulfilling  the  participant's  employment  duties,  (C) willful and  deliberate
failure on the part of the  participant to perform his or her employment  duties
in any material respect, or (D) prior to a Change in Control,  such other events
as shall be determined by the Committee.  The Committee shall,  unless otherwise
provided  in an  Individual  Agreement  with  the  participant,  have  the  sole
discretion to determine whether "Cause" exists,  and its determination  shall be
final.

     f. "Change in Control" and "Change in Control  Price" have the meanings set
forth in Sections 10(b) and (c), respectively.

     g. "Code" means the Internal  Revenue Code of 1986, as amended from time to
time, and any successor thereto.

     h.  "Commission"  means  the  Securities  and  Exchange  Commission  or any
successor agency.

     i. "Committee" means the Committee referred to in Section 2.

     j. "Common  Stock" means common  stock,  par value $1.00 per share,  of the
Company.

     k. "Company" means Joy Global, Inc., a Delaware corporation.

     l. "Covered Employee" means a participant  designated prior to the grant of
Performance Units by the Committee who is or may be a "covered  employee" within
the meaning of Section  162(m)(3)  of the Code in the year in which  Performance
Units are expected to be taxable to such participant.

     m.  "Disability"  means,  unless otherwise  provided by the Committee,  (1)
"Disability" as defined in any Individual  Agreement to which the participant is
a party, or (2) if there is no such  Individual  Agreement or it does not define
"Disability,"  permanent and total  disability as determined under the Company's
Long-Term Disability Plan applicable to the participant.

     n. "Early  Retirement"  means  retirement  from active  employment with the
Company, a Subsidiary or Affiliate  pursuant to the early retirement  provisions
of the applicable pension plan of such employer.

     o. " Eligible Individuals" mean directors,  officers,  and employees of the
Company or any of its Subsidiaries or Affiliates,  and prospective employees who
have  accepted  offers of  employment  from the Company or its  Subsidiaries  or
Affiliates,  who are or will be responsible for or contribute to the management,
growth or profitability  of the business of the Company,  or its Subsidiaries or
Affiliates.

     p.  "Exchange  Act" means the  Securities  Exchange Act of 1934, as amended
from time to time, and any successor thereto.

     q.  "Fair  Market  Value"  means,  except  as  otherwise  provided  by  the
Committee, as of any given date, the average of the highest and lowest per-share
sales  prices  for the  shares  during  normal  business  hours on any  national
exchange listing the Company's Common Stock for the immediately  preceding date,
or if the shares were not traded on such national exchange on such date, then on
the next preceding date on which such shares of Common Stock were traded, all as
reported by such source as the Committee may select.

     r.  "Incentive  Stock  Option"  means any Stock Option  designated  as, and
qualified as, an "incentive  stock option"  within the meaning of Section 422 of
the Code.

     s. "Individual  Agreement" means an employment or similar agreement between
a participant and the Company or one of its Subsidiaries or Affiliates.

     t.  "NonQualified  Stock  Option"  means  any Stock  Option  that is not an
Incentive Stock Option.

     u. "Normal  Retirement"  means  retirement from active  employment with the
Company, a Subsidiary or Affiliate at or after age 65.

     v. "Qualified  Performance-Based Award" means an Award of Performance Units
designated  as  such  by the  Committee  at the  time  of  grant,  based  upon a
determination  that (i) the  recipient is or may be a "covered  employee" within
the  meaning of Section  162(m)(3)  of the Code in the year in which the Company
would  expect  to be  able  to  claim  a tax  deduction  with  respect  to  such
Performance  Units and (ii) the  Committee  wishes such Award to qualify for the
Section 162(m) Exemption.

     w.  "Performance  Goals" means the  performance  goals  established  by the
Committee in  connection  with the grant of  Performance  Units.  In the case of
Qualified  Performance-Based  Awards,  (i) such  goals  shall  be  based  on the
attainment  of  specified  levels  of one or  more  of the  following  measures:
earnings per share, sales, net profit after tax, gross profit, operating profit,
cash  generation,  unit  volume,  return on equity,  change in working  capital,
return on capital,  shareholder return, economic value added, or earnings before
interest, taxes, depreciation and amortization,  and (ii) such Performance Goals
shall be set by the  Committee  within  the time  period  prescribed  by Section
162(m) of the Code and related regulations.

     x. "Performance Units" means an Award granted under Section 7.

     y. "Plan" means the Joy Global,  Inc.  2001 Stock  Incentive  Plan,  as set
forth herein and as hereinafter amended from time to time.

     z. "Retirement" means Normal or Early Retirement.

     aa. "Rule 16b-3" means Rule 16b-3,  as promulgated by the Commission  under
Section 16(b) of the Exchange Act, as amended from time to time.

     bb. "Section 162(m)  Exemption"  means the exemption from the limitation on
deductibility imposed by Section 162(m) of the Code that is set forth in Section
162(m)(4)(C) of the Code.

     cc. "Stock Appreciation Right" means an Award granted under Section 6.

     dd. "Stock Option" means an Award granted under Section 5.

     ee. "Subsidiary" means any corporation, partnership, joint venture or other
entity  during any period in which at least a 50% voting or profits  interest is
owned, directly or indirectly, by the Company or any successor to the Company.

     ff.  "Termination of Employment" means the termination of the participant's
employment  with,  or  performance  of services  for, the Company and any of its
Subsidiaries or Affiliates.  A participant  employed by, or performing  services
for, a Subsidiary or an Affiliate shall also be deemed to incur a Termination of
Employment if the  Subsidiary or Affiliate  ceases to be such a Subsidiary or an
Affiliate,  as the  case  may  be,  and the  participant  does  not  immediately
thereafter  become an  employee  of, or  service-provider  for,  the  Company or
another  Subsidiary or Affiliate.  Temporary absences from employment because of
illness,  vacation or leave of absence and  transfers  among the Company and its
Subsidiaries and Affiliates shall not be considered Terminations of Employment.

     In addition, certain other terms used herein have definitions given to them
in the first place in which they are used.

SECTION 2.        Administration

     The Plan shall be  administered  by the Human  Resource  Committee  or such
other  committee of the Board as the Board may from time to time  designate (the
"Committee"),  which  shall be composed  of not less than three  directors,  and
shall be appointed by and serve at the pleasure of the Board.

     The Committee shall have plenary  authority to grant Awards pursuant to the
terms of the Plan to Eligible Individuals.

     Among other things, the Committee shall have the authority,  subject to the
terms of the Plan:

     (a) To select the Eligible Individuals to whom Awards may from time to time
be granted;

     (b) To  determine  whether  and to what  extent  Incentive  Stock  Options,
NonQualified Stock Options,  Stock Appreciation Rights, and Performance Units or
any combination thereof are to be granted hereunder;

     (c) To determine the number of shares of Common Stock to be covered by each
Award granted hereunder;

     (d) To determine the terms and  conditions  of any Award granted  hereunder
(including,  but not limited to, the option price (subject to Section 5(a)), any
vesting  condition,  restriction  or  limitation  (which  may be  related to the
performance of the participant,  the Company or any Subsidiary or Affiliate) and
any  vesting  acceleration  regarding  any Award and the shares of Common  Stock
relating thereto, based on such factors as the Committee shall determine;

     (e) To modify,  amend or adjust the terms and  conditions of any Award,  at
any time or from time to time,  including but not limited to Performance  Goals;
provided,  however, that the Committee may not adjust upwards the amount payable
with  respect  to a  Qualified  Performance-Based  Award or  waive or alter  the
Performance Goals associated therewith;

     (f) To determine to what extent and under what  circumstances  Common Stock
and other amounts payable with respect to an Award shall be deferred; and

     (g) To determine under what  circumstances  an Award may be settled in cash
or Common Stock under Sections 5(j) and 6(b)(ii).

     The  Committee  shall have the  authority  to adopt,  alter and repeal such
administrative  rules,  guidelines and practices  governing the Plan as it shall
from time to time deem  advisable,  to interpret the terms and provisions of the
Plan and any Award issued under the Plan (and any  agreement  relating  thereto)
and to otherwise supervise the administration of the Plan.

     The  Committee  may act only by a majority of its  members  then in office.
Except to the extent  prohibited by applicable law or the applicable  rules of a
stock exchange, the Committee may delegate administrative  responsibilities with
respect to the Plan. Any determination made by the Committee with respect to any
Award shall be made in the sole  discretion  of the Committee at the time of the
grant of the Award or, unless in  contravention of any express term of the Plan,
at any time  thereafter.  All decisions  made by the  Committee  pursuant to the
provisions of the Plan shall be final and binding on all persons,  including the
Company and Plan participants.

     Any  authority  granted to the  Committee may also be exercised by the full
Board,  except to the extent that the grant or exercise of such authority  would
cause any Award or transaction to become subject to (or lose an exemption under)
the short-swing profit recovery  provisions of Section 16 of the Exchange Act or
cause an Award designated as a Qualified  Performance-Based Award not to qualify
for, or to cease to qualify for,  the Section  162(m)  Exemption.  To the extent
that any permitted  action taken by the Board conflicts with action taken by the
Committee, the Board action shall control.

SECTION 3.        Common Stock Subject to Plan

     The  maximum  number of shares of Common  Stock  that may be  delivered  to
participants  and their  beneficiaries  under the Plan  shall be  5,556,000.  No
participant may be granted Stock Options and Stock Appreciation  Rights covering
in excess of 1,000,000 shares of Common Stock in any fiscal year of the Company.
Shares subject to an Award under the Plan may be authorized and unissued  shares
or may be treasury shares.

     If any  Award is  forfeited,  or if any Stock  Option  (and  related  Stock
Appreciation  Right,  if  any)  terminates,  expires  or  lapses  without  being
exercised,  or if any Stock  Appreciation Right is exercised for cash, shares of
Common Stock subject to such Awards shall again be available for distribution in
connection  with Awards under the Plan.  If the option price of any Stock Option
granted under the Plan is satisfied by delivering  shares of Common Stock to the
Company (by either actual delivery or by attestation), only the number of shares
of Common Stock  issued net of the shares of Common Stock  delivered or attested
to shall be deemed  delivered for purposes of determining the maximum numbers of
shares of Common Stock  available for delivery under the Plan. To the extent any
shares of Common Stock  subject to an Award are not  delivered to a  participant
because  such  shares  are  used  to  satisfy  an   applicable   tax-withholding
obligation,  such shares shall not be deemed to have been delivered for purposes
of  determining  the  maximum  number of shares of Common  Stock  available  for
delivery  under the Plan.  The maximum number of shares of Common Stock that may
be issued pursuant to Stock Options intended to be Incentive Stock Options shall
be 20% of the shares issued under the Plan.

     In the event of any change in corporate capitalization  (including, but not
limited to, a change in the number of shares of Common Stock outstanding),  such
as a stock split or a corporate transaction,  such as any merger, consolidation,
separation,  including a spin-off, or other distribution of stock or property of
the Company, any reorganization (whether or not such reorganization comes within
the  definition  of such  term in  Section  368 of the Code) or any  partial  or
complete  liquidation  of the  Company,  the  Committee  or Board  may make such
substitution or adjustments in the aggregate  number and kind of shares reserved
for issuance under the Plan, and the maximum  limitation  upon Stock Options and
Stock Appreciation Rights to be granted to any participant,  in the number, kind
and  option  price of shares  subject to  outstanding  Stock  Options  and Stock
Appreciation  Rights,  in the  number  and  kind  of  shares  subject  to  other
outstanding   Awards  granted  under  the  Plan  and/or  such  other   equitable
substitution  or  adjustments  as it may determine to be appropriate in its sole
discretion;  provided,  however,  that the number of shares subject to any Award
shall always be a whole number. Such adjusted option price shall also be used to
determine  the amount  payable by the  Company  upon the  exercise  of any Stock
Appreciation Right associated with any Stock Option.

SECTION 4.        Eligibility

     Awards may be granted under the Plan to Eligible Individuals.

SECTION 5.        Stock Options

     Stock Options may be granted  alone or in addition to other Awards  granted
under the Plan and may be of two types: Incentive Stock Options and NonQualified
Stock Options.  Any Stock Option granted under the Plan shall be in such form as
the Committee may from time to time approve.

     The  Committee  shall have the  authority to grant any  optionee  Incentive
Stock  Options,  NonQualified  Stock  Options or both types of Stock Options (in
each case with or without Stock Appreciation  Rights);  provided,  however, that
grants  hereunder  are subject to the  aggregate  limit on grants to  individual
participants set forth in Section 3. Incentive Stock Options may be granted only
to employees of the Company and its subsidiaries or parent  corporation  (within
the meaning of Section 424(f) of the Code).  To the extent that any Stock Option
is not designated as an Incentive Stock Option or even if so designated does not
qualify as an Incentive  Stock  Option on or  subsequent  to its grant date,  it
shall constitute a NonQualified Stock Option.

     Stock  Options  shall be  evidenced  by  option  agreements,  the terms and
provisions of which may differ.  An option  agreement shall indicate on its face
whether it is intended to be an  agreement  for an  Incentive  Stock Option or a
NonQualified  Stock Option.  The grant of a Stock Option shall occur on the date
the Committee by resolution selects an Eligible Individual to receive a grant of
a Stock Option, determines the number of shares of Common Stock to be subject to
such Stock Option to be granted to such  Eligible  Individual  and specifies the
terms and  provisions of the Stock Option.  The Company shall notify an Eligible
Individual of any grant of a Stock  Option,  and a written  option  agreement or
agreements  shall  be  duly  executed  and  delivered  by  the  Company  to  the
participant.  Such agreement or agreements shall become effective upon execution
by the Company and the participant.

     Stock  Options  granted  under the Plan shall be  subject to the  following
terms and conditions and shall contain such  additional  terms and conditions as
the Committee shall deem desirable:

     (a) Option  Price.  The option price per share of Common Stock  purchasable
under a Stock Option shall be  determined  by the Committee and set forth in the
option agreement, and with respect to Incentive Stock Options, shall not be less
than the Fair Market  Value of the Common  Stock  subject to the Stock Option on
the date of grant,  other than with respect to Stock  Option  granted in lieu of
foregone compensation.

     (b)  Option  Term.  The  term of each  Stock  Option  shall be fixed by the
Committee, but no Incentive Stock Option shall be exercisable more than 10 years
after the date the Stock Option is granted.

     (c)  Exercisability.  Except as otherwise  provided  herein,  Stock Options
shall be  exercisable  at such  time or times  and  subject  to such  terms  and
conditions as shall be determined by the  Committee.  If the Committee  provides
that any Stock Option is exercisable only in installments,  the Committee may at
any time waive such installment exercise provisions,  in whole or in part, based
on such factors as the Committee may determine.  In addition,  the Committee may
at any time accelerate the exercisability of any Stock Option.

     (d) Method of Exercise.  Subject to the provisions of this Section 5, Stock
Options  may be  exercised,  in whole or in part,  at any time during the option
term by giving written  notice of exercise to the Company  specifying the number
of shares of Common Stock subject to the Stock Option to be purchased.

     Such notice shall be  accompanied  by payment in full of the purchase price
by certified or bank check or such other  instrument  as the Company may accept.
If approved by the Committee,  payment,  in full or in part, may also be made in
the  form of  unrestricted  Common  Stock  (by  delivery  of such  shares  or by
attestation) already owned by the optionee of the same class as the Common Stock
subject to the Stock Option  (based on the Fair Market Value of the Common Stock
on the date the Stock Option is exercised); provided, however, that, in the case
of an Incentive Stock Option, the right to make a payment in the form of already
owned shares of Common  Stock of the same class as the Common  Stock  subject to
the Stock Option may be authorized  only at the time the Stock Option is granted
and  provided,  further,  that such  already  owned shares have been held by the
optionee  for at least six months at the time of exercise or had been  purchased
on the open market.

     If approved by the  Committee,  payment in full or in part may also be made
by delivering a properly executed exercise notice to the Company,  together with
a copy of  irrevocable  instructions  to a broker  to  deliver  promptly  to the
Company the amount of sale or loan proceeds necessary to pay the purchase price,
and,  if  requested,  by the  amount of any  federal,  state,  local or  foreign
withholding  taxes.  To  facilitate  the  foregoing,  the Company may enter into
agreements for coordinated procedures with one or more brokerage firms.

     In addition,  if approved by the Committee,  payment in full or in part may
also be made by  instructing  the  Committee to withhold a number of such shares
having  a Fair  Market  Value  on the date of  exercise  equal to the  aggregate
exercise price of such Stock Option.  The Committee may also provide for Company
loans to be made for purposes of the exercise of Stock Options.

     No shares of Common Stock shall be issued  until full payment  therefor has
been made. Except as otherwise provided in Section 5(l) below, an optionee shall
have all of the rights of a  shareholder  of the  Company  holding  the class or
series of Common  Stock  that is subject to such  Stock  Option  (including,  if
applicable,  the right to vote the shares  and the right to receive  dividends),
when the optionee  has given  written  notice of exercise,  has paid in full for
such shares and, if requested, has given the representation described in Section
13(a).

     If determined by the Committee at or, with respect to a NonQualified  Stock
Option,  subsequent  to the  date of grant of a Stock  Option,  in the  event an
optionee who has not incurred a Termination of Employment  pays the option price
of such  Stock  Option  (in whole or in part) by  delivering  (or  attesting  to
ownership  of) shares of Common Stock  previously  owned by the  optionee,  such
optionee  shall  automatically  be  granted a reload  Stock  Option  (a  "Reload
Option") for the number of shares of Common Stock used to pay the option  price.
Unless otherwise determined by the Committee, the Reload Option shall be subject
to the same terms and  conditions  as the Option,  except that the Reload Option
shall be a  NonQualified  Stock  Option,  have an option price equal to the Fair
Market  Value of the  Common  Stock on the date the  Reload  Option is  granted,
expire  the same date as the  expiration  date of the Option so  exercised,  and
shall vest and become  exercisable 6 months  following the date of grant of such
Reload Option. Reload Options shall not be treated as grants for purposes of the
limitations set forth in the second sentence of Section 3 of the Plan.

     (e)   Nontransferability  of  Stock  Options.  No  Stock  Option  shall  be
transferable  by the  optionee  other than (i) by will or by the laws of descent
and  distribution;  or  (ii) in the  case of a  NonQualified  Stock  Option,  as
otherwise  expressly  permitted by the  Committee  including,  if so  permitted,
pursuant to a transfer to such optionee's  children  immediate  family,  whether
directly or indirectly or by means of a trust or partnership  or otherwise.  For
purposes of this Plan, unless otherwise determined by the Committee,  "immediate
family"  shall  have the  meaning  given to such  term in  General  Instructions
A.1(a)(5)  to Form S-8  under the  Securities  Act of 1933 as  amended,  and any
successor thereto. All Stock Options shall be exercisable,  subject to the terms
of this Plan, only by the optionee,  the guardian or legal representative of the
optionee,  or any person to whom such  option is  transferred  pursuant  to this
paragraph,  it being  understood  that the term "holder" and "optionee"  include
such guardian, legal representative and other transferee.

     (f) Termination by Death. Unless otherwise determined by the Committee,  if
an optionee  incurs a Termination  of  Employment by reason of death,  any Stock
Option held by such optionee may  thereafter  be  exercised,  to the extent then
exercisable,  or on such accelerated basis as the Committee may determine, for a
period of one year (or such other  period as the  Committee  may  specify in the
option  agreement)  from the date of such death or until the  expiration  of the
stated term of such Stock Option, whichever period is the shorter.

     (g) Termination by Reason of Disability. Unless otherwise determined by the
Committee,  if an  optionee  incurs a  Termination  of  Employment  by reason of
Disability,  any Stock Option held by such optionee may  thereafter be exercised
by the optionee, to the extent it was exercisable at the time of termination, or
on such  accelerated  basis as the Committee may determine,  for a period of two
years  (or  such  other  period  as the  Committee  may  specify  in the  option
agreement)  from  the  date of such  Termination  of  Employment  or  until  the
expiration  of the stated  term of such Stock  Option,  whichever  period is the
shorter;  provided,  however,  that if the optionee dies within such period, any
unexercised  Stock  Option  held by such  optionee  shall,  notwithstanding  the
expiration of such period,  continue to be exercisable to the extent to which it
was  exercisable at the time of death for a period of 12 months from the date of
such  death or until the  expiration  of the stated  term of such Stock  Option,
whichever  period is the shorter.  In the event of  Termination of Employment by
reason of  Disability,  if an  Incentive  Stock  Option is  exercised  after the
expiration of the exercise periods that apply for purposes of Section 422 of the
Code,  such Stock  Option will  thereafter  be treated as a  NonQualified  Stock
Option.

     (h) Termination by Reason of Retirement. Unless otherwise determined by the
Committee,  if an  optionee  incurs a  Termination  of  Employment  by reason of
Retirement,  any Stock Option held by such optionee may  thereafter be exercised
by the  optionee,  to the  extent  it  was  exercisable  at  the  time  of  such
Retirement,  or on such accelerated basis as the Committee may determine,  for a
period of two years (or such other  period as the  Committee  may specify in the
option  agreement) from the date of such  Termination of Employment or until the
expiration  of the stated  term of such Stock  Option,  whichever  period is the
shorter;  provided,  however,  that if the optionee  dies within such period any
unexercised  Stock  Option  held by such  optionee  shall,  notwithstanding  the
expiration of such period,  continue to be exercisable to the extent to which it
was  exercisable at the time of death for a period of 12 months from the date of
such  death or until the  expiration  of the stated  term of such Stock  Option,
whichever  period is the shorter.  In the event of  Termination of Employment by
reason of  Retirement,  if an  Incentive  Stock  Option is  exercised  after the
expiration of the exercise periods that apply for purposes of Section 422 of the
Code,  such Stock  Option will  thereafter  be treated as a  NonQualified  Stock
Option.

     (i) Other Termination. Unless otherwise determined by the Committee: (A) if
an optionee incurs a Termination of Employment for Cause, all Stock Options held
by such optionee  shall  thereupon  terminate;  and (B) if an optionee  incurs a
Termination  of  Employment  for  any  reason  other  than  death,   Disability,
Retirement or for Cause,  any Stock Option held by such  optionee,  to extent it
was then exercisable at the time of termination, or on such accelerated basis as
the  Committee  may  determine,  may be exercised for the lesser of three months
from the date of such  Termination  of  Employment  or the balance of such Stock
Option's  term;  provided,  however,  that  if the  optionee  dies  within  such
three-month  period,  any unexercised  Stock Option held by such optionee shall,
notwithstanding  the  expiration  of such  three-month  period,  continue  to be
exercisable to the extent to which it was exercisable at the time of death for a
period of 12 months from the date of such death or until the  expiration  of the
stated  term  of  such  Stock   Option,   whichever   period  is  the   shorter.
Notwithstanding  any other provision of this Plan to the contrary,  in the event
an optionee  incurs a Termination of Employment  other than for Cause during the
24-month  period  following a Change in Control,  any Stock  Option held by such
optionee  may  thereafter  be exercised  by the  optionee,  to the extent it was
exercisable  at the time of  termination,  or on such  accelerated  basis as the
Committee  may  determine,  for (x) the longer of (i) one year from such date of
termination  or (ii) such other  period as may be  provided in the Plan for such
Termination  of  Employment  or as the  Committee  may  provide  in  the  option
agreement,  or (y) until  expiration  of the stated  term of such Stock  Option,
whichever period is the shorter. If an Incentive Stock Option is exercised after
the expiration of the post-termination  exercise periods that apply for purposes
of Section 422 of the Code,  such Stock Option will  thereafter  be treated as a
NonQualified Stock Option.

     (j) Cashing Out of Stock Option.  On receipt of written notice of exercise,
the  Committee may elect to cash out all or part of the portion of the shares of
Common Stock for which a Stock Option is being  exercised by paying the optionee
an amount, in cash or Common Stock, equal to the excess of the Fair Market Value
of the Common  Stock over the option  price times the number of shares of Common
Stock for which the  Option is being  exercised  on the  effective  date of such
cash-out.

     (k) Change in Control Cash-Out.  Notwithstanding any other provision of the
Plan, during the 60-day period from and after a Change in Control (the "Exercise
Period"),  if the Committee  shall determine at the time of grant or thereafter,
an  optionee  shall  have the right,  whether  or not the Stock  Option is fully
exercisable  and in lieu of the  payment of the  option  price for the shares of
Common Stock being  purchased under the Stock Option and by giving notice to the
Company,  to elect (within the Exercise  Period) to surrender all or part of the
Stock  Option  to the  Company  and to  receive  cash,  within  30  days of such
election,  in an amount equal to the amount by which the Change in Control Price
per share of Common Stock on the date of such election shall exceed the exercise
price per share of Common Stock under the Stock Option (the "Spread") multiplied
by the number of shares of Common  Stock  granted  under the Stock  Option as to
which the right  granted  under this  Section  5(k)  shall have been  exercised.
Notwithstanding  the  foregoing,  if any right granted  pursuant to this Section
5(k)   would   make   a   Change   in   Control   transaction   ineligible   for
pooling-of-interests accounting under APB No. 16 that but for the nature of such
grant would otherwise be eligible for such accounting  treatment,  the Committee
shall have the ability to substitute for the cash payable pursuant to such right
Common Stock with a Fair Market Value (as of the date of delivery of such stock)
equal to the cash that would otherwise be payable  hereunder or, if necessary to
preserve such accounting treatment, otherwise modify or eliminate such right.

     (l)  Deferral  of  Option  Shares.  The  Committee  may  from  time to time
establish  procedures  pursuant to which an optionee may elect to defer, until a
time or times later than the exercise of an Option,  receipt of all or a portion
of the shares of Common Stock  subject to such Option  and/or to receive cash at
such later time or times in lieu of such deferred shares,  all on such terms and
conditions  as  the  Committee  shall  determine.  If  any  such  deferrals  are
permitted,  then notwithstanding Section 5(d) above, an optionee who elects such
deferral  shall  not have any  rights  as a  stockholder  with  respect  to such
deferred  shares unless and until shares are actually  delivered to the optionee
with  respect  thereto,  except  to  the  extent  otherwise  determined  by  the
Committee.

SECTION 6.        Stock Appreciation Rights

     (a) Grant  and  Exercise.  Stock  Appreciation  Rights  may be  granted  in
conjunction  with all or part of any Stock Option granted under the Plan. In the
case of a  NonQualified  Stock Option,  such rights may be granted  either at or
after the time of grant of such Stock Option.  In the case of an Incentive Stock
Option,  such  rights  may be  granted  only at the time of grant of such  Stock
Option. A Stock  Appreciation Right shall terminate and no longer be exercisable
upon the termination or exercise of the related Stock Option.

     A Stock  Appreciation  Right may be exercised by an optionee in  accordance
with Section 6(b) by  surrendering  the applicable  portion of the related Stock
Option in accordance  with  procedures  established by the Committee.  Upon such
exercise  and  surrender,  the  optionee  shall be entitled to receive an amount
determined in the manner  prescribed  in Section 6(b).  Stock Options which have
been so  surrendered  shall no longer be  exercisable  to the extent the related
Stock Appreciation Rights have been exercised.

     (b) Terms and  Conditions.  Stock  Appreciation  Rights shall be subject to
such terms and conditions as shall be determined by the Committee, including the
following:

     (i) Stock  Appreciation  Rights shall be  exercisable  only at such time or
times  and to the  extent  that the  Stock  Options  to which  they  relate  are
exercisable in accordance with the provisions of Section 5 and this Section 6.

     (ii) Upon the exercise of a Stock Appreciation  Right, an optionee shall be
entitled to receive an amount in cash,  shares of Common Stock or both, in value
equal to the excess of the Fair Market  Value of one share of Common  Stock over
the option price per share  specified in the related Stock Option  multiplied by
the number of shares in respect of which the Stock Appreciation Right shall have
been  exercised,  with the  Committee  having the right to determine the form of
payment.

     (iii) Stock  Appreciation  Rights shall be  transferable  only to permitted
transferees of the underlying Stock Option in accordance with Section 5(e).

     (iv) Upon the exercise of a Stock  Appreciation  Right, the Stock Option or
part thereof to which such Stock  Appreciation  Right is related shall be deemed
to have been  exercised for the purpose of the limitation set forth in Section 3
on the number of shares of Common Stock to be issued under the Plan, but only to
the extent of the number of shares  covered by the Stock  Appreciation  Right at
the time of exercise based on the value of the Stock  Appreciation Right at such
time.

SECTION 7.        Performance Units

     (a)  Administration.  Performance  Units may be awarded  either alone or in
addition to other Awards granted under the Plan. The Committee  shall  determine
the  Eligible  Individuals  to whom and the  time or times at which  Performance
Units shall be  awarded,  the number of  Performance  Units to be awarded to any
Eligible  Individual),  the  duration of the Award Cycle and any other terms and
conditions of the Award, in addition to those contained in Section 7(b).

     (b) Terms and Conditions.  Performance  Unit Awards shall be subject to the
following terms and conditions:

     (i) The  Committee  may,  prior to or at the time of the  grant,  designate
Performance Units as Qualified Performance-Based Awards, in which event it shall
condition the settlement  thereof upon the attainment of Performance  Goals.  If
the   Committee   does   not   designate    Performance   Units   as   Qualified
Performance-Based  Awards, it may also condition the settlement thereof upon the
attainment of Performance  Goals.  Regardless of whether  Performance  Units are
Qualified  Performance-Based  Awards,  the  Committee  may  also  condition  the
settlement thereof upon the continued service of the participant. The provisions
of such Awards (including without  limitation any applicable  Performance Goals)
need not be the same with respect to each  recipient.  Subject to the provisions
of the Plan and the Performance Unit Agreement  referred to in Section 7(b)(vi),
Performance Units may not be sold, assigned,  transferred,  pledged or otherwise
encumbered  during the Award Cycle.  No more than 200,000 shares of Common Stock
may be subject to Qualified  Performance-Based Awards granted to any participant
in any fiscal year of the Company.

     (ii) Except to the extent otherwise provided in the applicable  Performance
Unit  Agreement  or  Section  7(b)(iii)  or  10(a)(iii),  upon  a  participant's
Termination  of  Employment  for any reason during the Award Cycle or before any
applicable Performance Goals are satisfied,  all rights to receive cash or stock
in settlement of the  Performance  Units shall be forfeited by the  participant;
provided,  however,  that the Committee  shall have the discretion to waive,  in
whole or in part, any or all remaining payment  limitations  (other than, in the
case  of  Performance  Units  that  are  Qualified   Performance-Based   Awards,
satisfaction  of the  applicable  Performance  Goals  unless  the  participant's
employment is terminated by reason of death or  Disability)  with respect to any
or all of such participant's Performance Units.

     (iii) A participant may elect to further defer receipt of cash or shares in
settlement  of  Performance  Units for a  specified  period or until a specified
event, subject in each case to the Committee's approval and to such terms as are
determined by the Committee (the  "Elective  Deferral  Period").  Subject to any
exceptions adopted by the Committee,  such election must generally be made prior
to commencement of the Award Cycle for the Performance Units in question.

     (iv) At the expiration of the Award Cycle, the Committee shall evaluate the
Company's  performance  in light of any  Performance  Goals for such Award,  and
shall determine the number of Performance Units granted to the participant which
have been  earned,  and the  Committee  shall then cause to be  delivered  (A) a
number of  shares  of Common  Stock  equal to the  number of  Performance  Units
determined by the  Committee to have been earned,  or (B) cash equal to the Fair
Market Value of such number of shares of Common Stock to the participant, as the
Committee shall elect (subject to any deferral pursuant to Section 7(b)(iii)).

     (v) Each Award  shall be  confirmed  by, and be subject  to, the terms of a
Performance Unit Agreement.

SECTION 8.        Tax Offset Bonuses

     At the time an  Award is made  hereunder  or at any  time  thereafter,  the
Committee may grant to the participant receiving such Award the right to receive
a cash payment in an amount specified by the Committee,  to be paid at such time
or  times  (if  ever)  as  the  Award  results  in  compensation  income  to the
participant,  for the purpose of assisting the  participant to pay the resulting
taxes, all as determined by the Committee and on such other terms and conditions
as the Committee shall determine.

SECTION 9.        Other Stock-Based Awards

     Other  Awards of Common  Stock and other Awards that are valued in whole or
in part by reference to, or are otherwise  based upon,  Common Stock,  including
(without  limitation) dividend  equivalents and convertible  debentures,  may be
granted either alone or in conjunction with other Awards granted under the Plan.

SECTION 10.       Change in Control Provisions

     (a) Impact of Event. Notwithstanding any other provision of the Plan to the
contrary,  the Committee may provide in the terms of any grant that in the event
of a Change in Control:

     (i) Any Stock Options and Stock  Appreciation  Rights outstanding as of the
date such Change in Control is  determined to have  occurred,  and which are not
then  exercisable and vested,  shall become fully  exercisable and vested to the
full extent of the original.

     (ii) All Performance  Units shall be considered to be earned and payable in
full,  and any deferral or other  restriction  shall lapse and such  Performance
Units shall be settled in cash as promptly as is practicable.

     (iii) The Committee may also make additional adjustments and/or settlements
of outstanding  Awards as it deems  appropriate  and consistent  with the Plan's
purposes.

     (b) Definition of Change in Control. For purposes of the Plan, a "Change in
Control" shall mean the happening of any of the following events:

     (i) An acquisition by any  individual,  entity or group (within the meaning
of Section  13(d)(3) or 14(d)(2) of the Exchange Act) (a "Person") of beneficial
ownership  (within the meaning of Rule 13d-3 promulgated under the Exchange Act)
of 20% or more of either (1) the then outstanding  shares of common stock of the
Company (the  "Outstanding  Company  Common  Stock") or (2) the combined  voting
power of the then outstanding  voting securities of the Company entitled to vote
generally  in  the  election  of  directors  (the  "Outstanding  Company  Voting
Securities");  excluding,  however, the following:  (1) any acquisition directly
from the  Company,  other than an  acquisition  by virtue of the  exercise  of a
conversion  privilege unless the security being so converted was itself acquired
directly  from  the  Company,  (2)  any  acquisition  by the  Company,  (3)  any
acquisition  by any  employee  benefit  plan (or  related  trust)  sponsored  or
maintained by the Company or any entity  controlled  by the Company,  or (4) any
acquisition  pursuant to a transaction  which complies with clauses (1), (2) and
(3) of subsection (iii) of this Section 10(b); or

     (ii) A change in the  composition  of the Board  such that the  individuals
who,  as of the  effective  date of the Plan,  constitute  the Board (such Board
shall be hereinafter  referred to as the "Incumbent Board") cease for any reason
to constitute at least a majority of the Board; provided,  however, for purposes
of this Section  10(b),  that any  individual  who becomes a member of the Board
subsequent to the effective date of the Plan, whose election,  or nomination for
election by the  Company's  shareholders,  was  approved by a vote of at least a
majority  of those  individuals  who are  members of the Board and who were also
members of the  Incumbent  Board (or deemed to be such pursuant to this proviso)
shall be  considered  as though such  individual  were a member of the Incumbent
Board; but, provided further,  that any such individual whose initial assumption
of office occurs as a result of either an actual or threatened  election contest
(as such terms are used in Rule 14a-11 of Regulation 14A  promulgated  under the
Exchange Act) or other actual or threatened  solicitation of proxies or consents
by or on behalf of a Person other than the Board shall not be so considered as a
member of the Incumbent Board; or

     (iii) Consummation of a reorganization,  merger or consolidation or sale or
other  disposition  of all or  substantially  all of the  assets of the  Company
("Corporate  Transaction");  excluding,  however,  such a Corporate  Transaction
pursuant to which (1) all or  substantially  all of the individuals and entities
who are the beneficial owners,  respectively,  of the Outstanding Company Common
Stock  and  Outstanding  Company  Voting  Securities  immediately  prior to such
Corporate  Transaction will beneficially own, directly or indirectly,  more than
50% of,  respectively,  the outstanding shares of common stock, and the combined
voting  power  of the  then  outstanding  voting  securities  entitled  to  vote
generally in the election of directors,  as the case may be, of the  corporation
resulting from such Corporate  Transaction  (including,  without  limitation,  a
corporation  which as a result of such  transaction  owns the  Company or all or
substantially all of the Company's assets either directly or through one or more
subsidiaries)  in  substantially   the  same  proportions  as  their  ownership,
immediately  prior to such Corporate  Transaction,  of the  Outstanding  Company
Common Stock and Outstanding Company Voting Securities,  as the case may be, (2)
no Person (other than the Company,  any employee benefit plan (or related trust)
of the Company or such  corporation  resulting from such Corporate  Transaction)
will beneficially own, directly or indirectly, 20% or more of, respectively, the
outstanding  shares  of  common  stock of the  corporation  resulting  from such
Corporate  Transaction or the combined  voting power of the  outstanding  voting
securities  of such  corporation  entitled to vote  generally in the election of
directors  except  to the  extent  that  such  ownership  existed  prior  to the
Corporate  Transaction,  and (3)  individuals  who were members of the Incumbent
Board  will  constitute  at least a  majority  of the  members  of the  board of
directors of the corporation resulting from such Corporate Transaction; or

     (iv)  The  approval  by the  stockholders  of  the  Company  of a  complete
liquidation or dissolution of the Company.

     (c) Change in Control Price.  For purposes of the Plan,  "Change in Control
Price" means the higher of (i)the highest reported sales price,  regular way, of
a share  of  Common  Stock in any  transaction  reported  on the New York  Stock
Exchange  Composite  Tape or other  national  exchange  on which such shares are
listed or on NASDAQ  during the 60-day period prior to and including the date of
a Change in  Control  or (ii) if the Change in Control is the result of a tender
or exchange  offer or a Corporate  Transaction,  the highest  price per share of
Common  Stock paid in such tender or exchange  offer or  Corporate  Transaction;
provided,  however,  that in the  case of  Incentive  Stock  Options  and  Stock
Appreciation  Rights relating to Incentive Stock Options,  the Change in Control
Price  shall be in all cases the Fair  Market  Value of the Common  Stock on the
date such Incentive Stock Option or Stock  Appreciation  Right is exercised.  To
the extent that the consideration  paid in any such transaction  described above
consists all or in part of securities or other noncash consideration,  the value
of such  securities  or other noncash  consideration  shall be determined in the
sole discretion of the Board.

SECTION 11.       Term, Amendment and Termination

     The Plan will  terminate on the tenth  anniversary of the effective date of
the Plan.  Under  the  Plan,  Awards  outstanding  as of such date  shall not be
affected or impaired by the termination of the Plan.

     The Board may amend,  alter,  or  discontinue  the Plan,  but no amendment,
alteration or discontinuation  shall be made which would impair the rights of an
optionee  under a Stock  Option or a recipient  of a Stock  Appreciation  Right,
Performance Unit Award or other stock-based  Award  theretofore  granted without
the optionee's or recipient's  consent,  except such an amendment made to comply
with applicable law, stock exchange rules or accounting  rules. In addition,  no
such amendment shall be made without the approval of the Company's  stockholders
to the extent such  approval is required  by  applicable  law or stock  exchange
rules.

     The  Committee  may  amend the  terms of any  Stock  Option or other  Award
theretofore granted, prospectively or retroactively, but no such amendment shall
cause a  Qualified  Performance-Based  Award to cease to qualify for the Section
162(m) Exemption or impair the rights of any holder without the holder's consent
except  such an  amendment  made to  cause  the Plan or  Award  to  comply  with
applicable law, stock exchange rules or accounting rules.

     Subject to the above  provisions,  the Board shall have  authority to amend
the Plan to take into  account  changes in law and tax and  accounting  rules as
well as other  developments,  and to grant Awards which  qualify for  beneficial
treatment under such rules without stockholder approval.

SECTION 12.       Unfunded Status of Plan

     It is presently  intended that the Plan  constitute an "unfunded"  plan for
incentive and deferred compensation. The Committee may authorize the creation of
trusts or other  arrangements to meet the obligations  created under the Plan to
deliver  Common  Stock or make  payments;  provided,  however,  that  unless the
Committee  otherwise   determines,   the  existence  of  such  trusts  or  other
arrangements is consistent with the "unfunded" status of the Plan.

SECTION 13.       General Provisions

     (a) The  Committee may require each person  purchasing or receiving  shares
pursuant to an Award to  represent to and agree with the Company in writing that
such person is acquiring the shares without a view to the distribution  thereof.
The  certificates  for such shares may include  any legend  which the  Committee
deems appropriate to reflect any restrictions on transfer.

     Notwithstanding any other provision of the Plan or agreements made pursuant
thereto,  the Company shall not be required to issue or deliver any  certificate
or  certificates  for shares of Common Stock under the Plan prior to fulfillment
of all of the following conditions:

     (1) Listing or approval for listing upon notice of issuance, of such shares
on the New York Stock Exchange,  Inc., or such other securities  exchange as may
at the time be the principal market for the Common Stock;

     (2) Any  registration or other  qualification of such shares of the Company
under any state or federal law or  regulation,  or the  maintaining in effect of
any such registration or other  qualification  which the Committee shall, in its
absolute discretion upon the advice of counsel, deem necessary or advisable; and

     (3)  Obtaining  any other  consent,  approval,  or permit from any state or
federal   governmental  agency  which  the  Committee  shall,  in  its  absolute
discretion  after receiving the advice of counsel,  determine to be necessary or
advisable.

     (b)  Nothing  contained  in the  Plan  shall  prevent  the  Company  or any
Subsidiary  or  Affiliate  from  adopting   other  or  additional   compensation
arrangements for its employees.

     (c) The Plan shall not constitute a contract of employment, and adoption of
the Plan shall not confer upon any employee  any right to continued  employment,
nor  shall  it  interfere  in any way  with  the  right  of the  Company  or any
Subsidiary or Affiliate to terminate the employment of any employee at any time.

     (d) No later than the date as of which an amount first  becomes  includible
in the gross income of the  participant  for federal  income tax  purposes  with
respect to any Award under the Plan, the  participant  shall pay to the Company,
or make  arrangements  satisfactory to the Company regarding the payment of, any
federal,  state,  local  or  foreign  taxes of any  kind  required  by law to be
withheld  with  respect  to such  amount.  Unless  otherwise  determined  by the
Company,  withholding  obligations  may be settled with Common Stock,  including
Common  Stock  that is part of the  Award  that  gives  rise to the  withholding
requirement;   provided,  that  not  more  than  the  legally  required  minimum
withholding  may be settled with Common Stock.  The  obligations  of the Company
under the Plan shall be  conditional  on such payment or  arrangements,  and the
Company and its Affiliates shall, to the extent permitted by law, have the right
to deduct any such taxes from any payment otherwise due to the participant.  The
Committee  may establish  such  procedures  as it deems  appropriate,  including
making irrevocable elections, for the settlement of withholding obligations with
Common Stock.

     (e) The Committee shall  establish such procedures as it deems  appropriate
for a participant to designate a beneficiary to whom any amounts  payable in the
event of the  participant's  death  are to be paid or by whom any  rights of the
participant, after the participant's death, may be exercised.

     (f) In the case of a grant of an Award to any employee of a  Subsidiary  of
the Company, the Company may, if the Committee so directs, issue or transfer the
shares of Common Stock, if any, covered by the Award to the Subsidiary, for such
lawful  consideration  as the  Committee  may  specify,  upon the  condition  or
understanding  that the  Subsidiary  will transfer the shares of Common Stock to
the  employee  in  accordance  with the  terms  of the  Award  specified  by the
Committee  pursuant to the  provisions  of the Plan.  All shares of Common Stock
underlying Awards that are forfeited or canceled should revert to the Company.

     (g) The Plan and all Awards  made and  actions  taken  thereunder  shall be
governed by and construed in accordance  with the laws of the State of Delaware,
without reference to principles of conflict of laws.

     (h) Except as  otherwise  provided in Section  5(e) or  6(b)(iii) or by the
Committee,  Awards under the Plan are not transferable except by will or by laws
of descent and distribution.

     (i) In the event an Award is granted to Eligible Individual who is employed
or providing  services outside the United States and who is not compensated from
a payroll  maintained  in the United  States,  the  Committee  may,  in its sole
discretion, modify the provisions of the Plan as they pertain to such individual
to comply with applicable foreign law.

SECTION 14.       Effective Date of Plan

     The Plan  shall be  effective  as of the date it is  adopted  by the  Board
subject to the  approval  by at least a majority  of the  outstanding  shares of
Common Stock of the Company.  (which approval shall be deemed to have been given
upon the final confirmation of the Company's Joint Plan of Reorganization by the
U.S. Bankruptcy Court for the District of Delaware in Case No. 99-2171 (PJW)).

SECTION 15.   Director Stock Options.

     (a) Each  director of the Company who is not  otherwise  an employee of the
Company or any of its  Subsidiaries  or  Affiliates,  shall (i) on the first day
after his or her first  election as a director of the Company  automatically  be
granted  10,000  NonQualified  Stock Options to purchase  Common Stock having an
exercise  price of 100% of Fair Market  Value of the Common Stock on the date of
grant of such  NonQualified  Stock Option and (ii) thereafter,  on the day after
each Annual Meeting of Stockholders of the Company during such director's  term,
be granted 5,000  NonQualified  Stock Options to purchase Common Stock having an
exercise  price of 100% of Fair Market  Value of the Common Stock on the date of
grant of such NonQualified Stock Option.

     (b) An automatic  director Stock Option shall be granted  hereunder only if
as of each date of grant the  director  (i) is not  otherwise an employee of the
Company or any of its Subsidiaries or Affiliates,  (ii) has not been an employee
of the  Company or any of its  Subsidiaries  or  Affiliates  for any part of the
preceding fiscal year, and (iii) has served on the Board  continuously since the
commencement of his term.

     (c) Each holder of a Stock Option granted pursuant to this Section 15 shall
also have the rights specified in Section 5(k).

     (d) In the event that the number of shares of Common  Stock  available  for
future  grant  under  the  Plan is  insufficient  to make all  automatic  grants
required to be made on such date, then all non-employee  directors entitled to a
grant on such date  shall  share  ratably  in the  number of  options  on shares
available for grant under the Plan.

     (e) Except as  expressly  provided  in this  Section  15, any Stock  Option
granted hereunder shall be subject to the terms and conditions of the Plan as if
the grant were made pursuant to Section 5 hereof.

<PAGE>
                                                                    Exhibit 5.1
JOY GLOBAL INC.

                                                      Eric B. Fonstad
                                                      Secretary and
                                                      Associate General Counsel



                                                                October 5, 2001

Joy Global Inc.
100 E Wisconsin Ave, Suite 2780
Milwaukee WI  53202


Re: Registration Statement on Form S-8

Ladies/Gentlemen:

     I am issuing  this  opinion  letter in my  capacity  as  Associate  General
Counsel  to  Joy  Global  Inc.,  a  Delaware  corporation  (the  "Company"),  in
connection  with the filing by the Company of a  Registration  Statement on Form
S-8  under  the  Securities  Act of  1933,  as  amended  (the  "Act"),  with the
Securities  Exchange  Commission covering the offering of up to 5,556,000 shares
of the common  stock of the Company,  $1.00 par value per share (the  "Shares"),
pursuant to the Joy Global Inc. 2001 Stock Incentive Plan (the "Plan").

     For purposes of this  letter,  I have  examined  such  documents,  records,
certificates,  memoranda and other  instruments  deemed necessary as a basis for
this opinion.

     Based upon and subject to the assumptions  and  limitations  stated in this
letter,  it is my opinion that the Shares are duly  authorized and, when (i) the
Registration  Statement  related to the Shares becomes  effective under the Act,
(ii) the Shares have been duly issued in  accordance  with the terms of the Plan
upon receipt of the consideration to be paid therefor (assuming in each case the
consideration received by the Company is at least equal to $1.00 per share), and
(iii) the certificates representing the Shares comply as to form with the bylaws
of the Company and the Delaware  General  Corporation Law and bear all necessary
signatures and  authentications,  the Shares will be validly issued,  fully paid
and nonassessable.

     I have relied without independent  investigation upon an assurance from the
Company  that the number of Shares which the Company is  authorized  to issue in
its Amended and  Restated  Certificate  of  Incorporation  exceeds the number of
shares  outstanding  and the number of shares  which the Company is obligated to
issue (or had  otherwise  reserved for  issuance)  for any  purposes  other than
issuance in connection  with the Plan by at least the number of Shares which may
be issued in  connection  with the Plan and I have assumed  that such  condition
will remain true at all future times  relevant to this  opinion.  I have assumed
that the  Company  will cause  certificates  representing  Shares  issued in the
future to be properly  executed and  delivered  and will take all other  actions
appropriate for the issuances of such Shares. All of my opinions assume that the
Registration Statement related to the Shares will become effective under the Act
before any Shares covered by such  Registration  Statement are sold. I have also
made other  assumptions  which I believe to be appropriate  for purposes of this
letter.

     I hereby  consent  to the filing of this  opinion  with the  Commission  as
Exhibit 5.1 to the  Registration  Statement.  In giving this  consent,  I do not
thereby  admit that I am in the  category of persons  whose  consent is required
under Section 7 of the Act or the rules and regulations of the Commission.

     I do  not  find  it  necessary  for  the  purposes  of  this  opinion,  and
accordingly I do not purport to cover herein,  the application of the securities
or "Blue Sky" laws of the various states to the issuance and sale of the Shares.

     This opinion is limited to the specific  issues  addressed  herein,  and no
opinion may be inferred or implied beyond that expressly stated herein. I assume
no obligation to revise or  supplement  this opinion  should the present laws of
the States of Wisconsin  or Delaware or the federal law of the United  States be
changed by legislative action, judicial decision or otherwise.

     This  opinion  is  furnished  to you in  connection  with the filing of the
Registration  Statement and is not to be used,  circulated,  quoted or otherwise
relied upon for any other purpose.



                                         Sincerely,


                                         Eric B. Fonstad
                                         Secretary and Associate General Counsel

<PAGE>
                                                                    Exhibit 23.1



Consent of Independent Accountants


We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement  on Form S-8 of our report  dated  January  11,  2001  relating to the
financial statements, which appears in the 2000 Annual Report to Shareholders of
Joy Global Inc. (p/k/a Harnischfeger Industries, Inc.), which is incorporated in
Joy Global  Inc.'s  Annual  Report on Form 10-K for the year ended  October  31,
2000.  We also  consent to the  incorporation  by  reference of our report dated
January 11, 2001 relating to the financial statement schedule,  which appears in
such Annual Report on Form 10-K.




PricewaterhouseCoopers LLP

Milwaukee, Wisconsin
October 5, 2001
[{"type": "S-8", "sequence": "1", "filename": "s8.txt", "secsgml_size_bytes": 80461}]
{"company-data": {"conformed-name": "JOY GLOBAL INC", "cik": "0000801898", "assigned-sic": "3532", "irs-number": "391566457", "state-of-incorporation": "DE", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-71024", "film-number": "1752881"}, "business-address": {"street1": "100  EAST WISCONSIN AVE SUITE 2780", "city": "MILWAUKEE", "state": "WI", "zip": "53201-0554", "phone": "4144866400"}, "mail-address": {"street1": "100 EAST WISCONSIN AVE SUITE 2780", "city": "MILWAUKEE", "state": "WI", "zip": "53201-0554"}, "former-company": {"former-conformed-name": "HARNISCHFEGER INDUSTRIES INC", "date-changed": "19920703"}}
As filed  with the  Securities  and  Exchange  Commission  on  October  5,  2001
Registration No. 333-_____

 ===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              ---------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                              ---------------------

                                 JOY GLOBAL INC.
             (Exact name of registrant as specified in its charter)

                              ---------------------

             Delaware                                    39-1566457
  (State or other jurisdiction of                     (I.R.S. Employer
  incorporation or organization)                      Identification No.)

100 East Wisconsin Avenue, Suite 2780,                      53202
        Milwaukee, WI                                     (Zip Code)
(Address of Principal Executive Offices)

                    Joy Global Inc. 2001 Stock Incentive Plan
                            (Full title of the plan)

                              Eric B. Fonstad, Esq.
                     Secretary and Associate General Counsel
                                 Joy Global Inc.
                      100 East Wisconsin Drive, Suite 2780
                               Milwaukee, WI 53202
                                 (414) 319-8500
(Name and address, including zip code, and telephone number, including area
code, of agent for service)
CALCULATION OF REGISTRATION FEE
       ------------------------------ -------------------- --------------------- ----------------------- ------------------
         Title of securities to be       Amount to be        Proposed maximum       Proposed maximum         Amount of
               registered               registered(1)      offering price per     aggregate offering      registration
                                                                  share                  price                  fee
       ------------------------------ -------------------- --------------------- ----------------------- ------------------
       Common Stock, par value $1      5,556,000 shares         $14.80 (2)           $82,228,800 (2)          $20,558 (2)
       per share
       ------------------------------ -------------------- --------------------- ----------------------- ------------------
(1)  Pursuant to Rule 416 under the Securities Act of 1933, this Registration
     Statement shall be deemed to cover any additional shares of Common Stock
     which may be issuable under the plan to reflect stock splits, stock
     dividends, mergers and other capital changes.
(2)  Estimated pursuant to Rule 457(h) solely for purposes of calculating the
     aggregate offering price and the amount of the registration fee based upon
     the average of the high and low prices reported for the shares on the
     National Association of Stock Dealers Automated Quotation (the "NASDAQ")
     system on October 4, 2001.

 ==============================================================================
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.       Plan Information.

              The documents containing the information specified in Part I (plan
and registrant information) will be delivered in accordance with Rule 428(b)(1)
under the Securities Act of 1933, as amended (the "Securities Act"). Such
documents are not required to be, and are not, filed with the Securities and
Exchange Commission (the "Commission"), either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424
under the Securities Act. These documents, and the documents incorporated by
reference in this Registration Statement pursuant to Item 3 of Part II of this
Form S-8, taken together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.

Item 2.       Registrant Information and Employee Plan Annual Information.

              Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this Registration Statement, which are also
incorporated by reference in the Section 10(a) prospectus, other documents
required to be delivered to eligible participants pursuant to Rule 428(b), or
additional information about the Joy Global Inc. 2001 Stock Incentive Plan (the
"Plan"), will be available without charge by contacting the Joy Global Inc.
Human Resources Department, 100 East Wisconsin Avenue, Suite #2780, Milwaukee,
WI 53202; Telephone Number: (414) 319-8500.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.       Incorporation of Documents by Reference.

              The following documents, which have been filed by Joy Global Inc.
(the "Company") with the Commission, are incorporated in this Registration
Statement by reference:

(a) The  Company's  Annual Report on Form 10-K for the fiscal year ended October
31, 2000.

(b) The Company's  Quarterly Reports on Form 10-Q for the quarters ended January
31, April 30 and July 31, 2001.

(c) The Company's Form 8-K dated July 12, 2001.

All  documents  subsequently  filed by the Company  pursuant to Sections  13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which  indicates that all securities  offered hereby have been sold or
which  deregisters all securities then remaining  unsold,  shall be deemed to be
incorporated by reference herein 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
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.

Joy Global Inc.'s Amended and Restated  Certificate of Incorporation  authorizes
the issuance of up to  150,000,000  shares of common stock,  par value $1.00 per
share.  Each share of the common stock shall  entitle the holder  thereof to one
vote, in person or by proxy, at any and all meetings of the  stockholders of the
Company on all propositions before such meetings. Subject to the prior rights of
the  holders  of any  preferred  stock,  the  holders of common  stock  shall be
entitled to dividends if, when and as the same shall be declared by the board of
directors of the Company and as may be permitted by law. The common stock may be
issued by the  Company  from time to time for such  consideration  and upon such
terms as may be fixed from time to time by the board of directors of the Company
and as may be  permitted  by  law,  without  action  by any  stockholders.  Upon
liquidation,  dissolution,  or winding up of the Company,  the holders of common
stock are  entitled to receive pro rata assets of the Company  which are legally
available for distribution, after payment of all debts and other liabilities and
subject to the prior rights of any holders of preferred stock then  outstanding.
Holders  of  common  stock  have no  preemptive  or  conversion  rights or other
subscription  rights  and there are no  redemption  or sinking  fund  provisions
applicable to the common stock. All shares of common stock, when issued and paid
for, will be fully paid and nonassessable.

Item 5.       Interests of Named Experts and Counsel.  Not applicable.

Item 6.       Indemnification of Directors and Officers.

The Company is incorporated  under the laws of the State of Delaware.  Article 6
of the Company's Amended and Restated Certificate of Incorporation  provides, as
authorized  by  Section  102(b)(7)  of the  Delaware  General  Company  Law (the
"DGCL"),  that a director of the Company, to the fullest extent permitted by the
DGCL,  will not be  personally  liable to the  Company or its  stockholders  for
monetary  damages  arising out of breach of  fiduciary  duty to the Company as a
director.

Section 15 of Article III of the Company's  Amended and Restated  Bylaws further
provides,  as permitted by Section 145 of the DGCL, that each person who was, is
or is threatened to be made a party to or is otherwise involved with any action,
suit,   arbitration,   mediation  or  proceeding,   whether   civil,   criminal,
administrative or investigative,  whether domestic or foreign,  by reason of the
fact that he or she, or a person of whom he or she is the legal  representative,
is or was a director or officer of the  Company or,  while a director or officer
of the  Company,  is or was serving at the request of the Company as a director,
officer, fiduciary, employee or agent of another company or other enterprise (an
"indemnitee"),  will be  indemnified  and held  harmless  by the  Company to the
fullest  extent not prohibited by the DGCL,  against all expense,  liability and
loss  (including  attorneys'  fees),  reasonably  incurred  or  suffered by such
indemnitee in connection therewith.  This right of indemnification  includes the
obligation  of the  Company to provide an  advance  of  expenses,  although  the
indemnitee  may be  required  to repay  such an  advance  if there is a judicial
determination that the indemnitee was not entitled to the  indemnification.  The
Company may also, by action of its board of directors,  provide  indemnification
to employees  and agents of the Company with the same or lesser scope and effect
as the foregoing indemnification of directors and officers.

Item 7.       Exemption from Registration Claimed.  Not applicable.

Item 8.       Exhibits.  An Exhibit Index is located at page 8.

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;

     (ii) to reflect in the  prospectus  any facts or events  arising  after the
effective  date  of  Registration   Statement  (or  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 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) do 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 the 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; and

     (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) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual  report  pursuant to Section  13(a) or Section  15(d) of the Exchange Act
(and, where applicable,  each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the 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 foregoing  provisions,  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 the 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 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  Securities  Act and will be  governed by the final
adjudication of such issue.
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 of 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 City of Milwaukee, State of Wisconsin, on October 5, 2001.

                                                      JOY GLOBAL INC.

                                 By:   /s/
                                        --------------------------
                                 John Nils Hanson
                                 Director, President and Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below   constitutes   and  appoints   John  Nils  Hanson  his  true  and  lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments  (including  post-effective  amendments) to this Registration
Statement,  and to file the same, with all exhibits thereto, and other documents
in connection  therewith,  with the Securities and Exchange Commission,  and any
other regulatory  authority,  granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and thing requisite and
necessary  to be done in and about the  premises,  as fully to all  intents  and
purposes as he might or could do in person,  hereby ratifying and confirming all
that said  attorney-in-fact  and agent,  or his  substitute,  may lawfully do or
cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  and power of attorney have been signed by the following
persons in the capacities indicated on August 28 2001.

           Signature                                Title
/s/                              Director, President and Chief Executive Officer
---------------------------------(Principal Executive Officer)
      John Nils Hanson

/s/                              Executive Vice President, Treasurer and Chief
---------------------------------Financial Officer (Principal Financial Officer)
      Donald C. Roof

/s/                              Vice President, Controller and Chief Accounting
---------------------------------Officer (Principal Accounting Officer)
      Michael S. Olsen

/s/                              Director
---------------------------------
      Steven L. Gerard

/s/                              Director
---------------------------------
      Ken C. Johnsen

/s/                              Director
---------------------------------
      James R. Klauser

/s/                              Director
---------------------------------
      Richard B. Loynd

/s/                              Director
---------------------------------
      P. Eric Siegert

/s/                              Director
---------------------------------
      James H. Tate
EXHIBIT INDEX

         Exhibit    Description
         Number

          4.1       Amended and Restated  Certificate  of  Incorporation  of the
                    Company,  incorporated  by  reference  to Exhibit 3.1 of the
                    Company's Form 8-K dated as of July 12, 2001.

          4.2       Amended and Restated Bylaws of the Company,  incorporated by
                    reference to Exhibit 3.2 of the Company's  Form 8-K dated as
                    of July 12, 2001.

          4.3       Form of  certificate  representing  shares of common  stock,
                    $1.00 par value per  share,  incorporated  by  reference  to
                    Exhibit 4.4 of the  Company's  Form 8-K dated as of July 12,
                    2001.

          4.4       Joy Global Inc. 2001 Stock Incentive Plan

          5.1       Opinion of Eric B. Fonstad, Esq.

          23.1      Consent of PricewaterhouseCoopers LLP.

          23.2      Consent  of  Counsel,   included  in  Exhibit  5.1  of  this
                    Registration Statement.

          24        Powers  of  Attorney,   incorporated  by  reference  to  the
                    signature page of this Registration Statement.
Exhibit 4.4

                                JOY GLOBAL, INC.
                            2001 STOCK INCENTIVE PLAN

SECTION 1.        Purpose; Definitions

     The purpose of the Plan is to give the Company a  competitive  advantage in
attracting,  retaining and motivating officers,  employees, and/or directors and
to provide the Company and its  Subsidiaries  and  Affiliates  with a stock plan
providing  incentives  directly  linked to the  profitability  of the  Company's
businesses and increases in Company shareholder value.

     For  purposes  of the Plan,  the  following  terms are defined as set forth
below:

     a.  "Affiliate"   means  a  corporation  or  other  entity  controlled  by,
controlling or under common control with the Company.

     b. "Award"  means a Stock Option,  Stock  Appreciation  Right,  Performance
Unit, or other stock-based award.

     c.  "Award  Cycle"  shall  mean a period  of  consecutive  fiscal  years or
portions thereof designated by the Committee over which Performance Units are to
be earned.

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

     e. "Cause" means,  unless otherwise provided by the Committee,  (1) "Cause"
as defined in any Individual  Agreement to which the  participant is a party, or
(2) if there is no such Individual Agreement or if it does not define Cause: (A)
conviction of the  participant  for committing a felony under federal law or the
law of the state in which such action occurred,  (B) dishonesty in the course of
fulfilling  the  participant's  employment  duties,  (C) willful and  deliberate
failure on the part of the  participant to perform his or her employment  duties
in any material respect, or (D) prior to a Change in Control,  such other events
as shall be determined by the Committee.  The Committee shall,  unless otherwise
provided  in an  Individual  Agreement  with  the  participant,  have  the  sole
discretion to determine whether "Cause" exists,  and its determination  shall be
final.

     f. "Change in Control" and "Change in Control  Price" have the meanings set
forth in Sections 10(b) and (c), respectively.

     g. "Code" means the Internal  Revenue Code of 1986, as amended from time to
time, and any successor thereto.

     h.  "Commission"  means  the  Securities  and  Exchange  Commission  or any
successor agency.

     i. "Committee" means the Committee referred to in Section 2.

     j. "Common  Stock" means common  stock,  par value $1.00 per share,  of the
Company.

     k. "Company" means Joy Global, Inc., a Delaware corporation.

     l. "Covered Employee" means a participant  designated prior to the grant of
Performance Units by the Committee who is or may be a "covered  employee" within
the meaning of Section  162(m)(3)  of the Code in the year in which  Performance
Units are expected to be taxable to such participant.

     m.  "Disability"  means,  unless otherwise  provided by the Committee,  (1)
"Disability" as defined in any Individual  Agreement to which the participant is
a party, or (2) if there is no such  Individual  Agreement or it does not define
"Disability,"  permanent and total  disability as determined under the Company's
Long-Term Disability Plan applicable to the participant.

     n. "Early  Retirement"  means  retirement  from active  employment with the
Company, a Subsidiary or Affiliate  pursuant to the early retirement  provisions
of the applicable pension plan of such employer.

     o. " Eligible Individuals" mean directors,  officers,  and employees of the
Company or any of its Subsidiaries or Affiliates,  and prospective employees who
have  accepted  offers of  employment  from the Company or its  Subsidiaries  or
Affiliates,  who are or will be responsible for or contribute to the management,
growth or profitability  of the business of the Company,  or its Subsidiaries or
Affiliates.

     p.  "Exchange  Act" means the  Securities  Exchange Act of 1934, as amended
from time to time, and any successor thereto.

     q.  "Fair  Market  Value"  means,  except  as  otherwise  provided  by  the
Committee, as of any given date, the average of the highest and lowest per-share
sales  prices  for the  shares  during  normal  business  hours on any  national
exchange listing the Company's Common Stock for the immediately  preceding date,
or if the shares were not traded on such national exchange on such date, then on
the next preceding date on which such shares of Common Stock were traded, all as
reported by such source as the Committee may select.

     r.  "Incentive  Stock  Option"  means any Stock Option  designated  as, and
qualified as, an "incentive  stock option"  within the meaning of Section 422 of
the Code.

     s. "Individual  Agreement" means an employment or similar agreement between
a participant and the Company or one of its Subsidiaries or Affiliates.

     t.  "NonQualified  Stock  Option"  means  any Stock  Option  that is not an
Incentive Stock Option.

     u. "Normal  Retirement"  means  retirement from active  employment with the
Company, a Subsidiary or Affiliate at or after age 65.

     v. "Qualified  Performance-Based Award" means an Award of Performance Units
designated  as  such  by the  Committee  at the  time  of  grant,  based  upon a
determination  that (i) the  recipient is or may be a "covered  employee" within
the  meaning of Section  162(m)(3)  of the Code in the year in which the Company
would  expect  to be  able  to  claim  a tax  deduction  with  respect  to  such
Performance  Units and (ii) the  Committee  wishes such Award to qualify for the
Section 162(m) Exemption.

     w.  "Performance  Goals" means the  performance  goals  established  by the
Committee in  connection  with the grant of  Performance  Units.  In the case of
Qualified  Performance-Based  Awards,  (i) such  goals  shall  be  based  on the
attainment  of  specified  levels  of one or  more  of the  following  measures:
earnings per share, sales, net profit after tax, gross profit, operating profit,
cash  generation,  unit  volume,  return on equity,  change in working  capital,
return on capital,  shareholder return, economic value added, or earnings before
interest, taxes, depreciation and amortization,  and (ii) such Performance Goals
shall be set by the  Committee  within  the time  period  prescribed  by Section
162(m) of the Code and related regulations.

     x. "Performance Units" means an Award granted under Section 7.

     y. "Plan" means the Joy Global,  Inc.  2001 Stock  Incentive  Plan,  as set
forth herein and as hereinafter amended from time to time.

     z. "Retirement" means Normal or Early Retirement.

     aa. "Rule 16b-3" means Rule 16b-3,  as promulgated by the Commission  under
Section 16(b) of the Exchange Act, as amended from time to time.

     bb. "Section 162(m)  Exemption"  means the exemption from the limitation on
deductibility imposed by Section 162(m) of the Code that is set forth in Section
162(m)(4)(C) of the Code.

     cc. "Stock Appreciation Right" means an Award granted under Section 6.

     dd. "Stock Option" means an Award granted under Section 5.

     ee. "Subsidiary" means any corporation, partnership, joint venture or other
entity  during any period in which at least a 50% voting or profits  interest is
owned, directly or indirectly, by the Company or any successor to the Company.

     ff.  "Termination of Employment" means the termination of the participant's
employment  with,  or  performance  of services  for, the Company and any of its
Subsidiaries or Affiliates.  A participant  employed by, or performing  services
for, a Subsidiary or an Affiliate shall also be deemed to incur a Termination of
Employment if the  Subsidiary or Affiliate  ceases to be such a Subsidiary or an
Affiliate,  as the  case  may  be,  and the  participant  does  not  immediately
thereafter  become an  employee  of, or  service-provider  for,  the  Company or
another  Subsidiary or Affiliate.  Temporary absences from employment because of
illness,  vacation or leave of absence and  transfers  among the Company and its
Subsidiaries and Affiliates shall not be considered Terminations of Employment.

     In addition, certain other terms used herein have definitions given to them
in the first place in which they are used.

SECTION 2.        Administration

     The Plan shall be  administered  by the Human  Resource  Committee  or such
other  committee of the Board as the Board may from time to time  designate (the
"Committee"),  which  shall be composed  of not less than three  directors,  and
shall be appointed by and serve at the pleasure of the Board.

     The Committee shall have plenary  authority to grant Awards pursuant to the
terms of the Plan to Eligible Individuals.

     Among other things, the Committee shall have the authority,  subject to the
terms of the Plan:

     (a) To select the Eligible Individuals to whom Awards may from time to time
be granted;

     (b) To  determine  whether  and to what  extent  Incentive  Stock  Options,
NonQualified Stock Options,  Stock Appreciation Rights, and Performance Units or
any combination thereof are to be granted hereunder;

     (c) To determine the number of shares of Common Stock to be covered by each
Award granted hereunder;

     (d) To determine the terms and  conditions  of any Award granted  hereunder
(including,  but not limited to, the option price (subject to Section 5(a)), any
vesting  condition,  restriction  or  limitation  (which  may be  related to the
performance of the participant,  the Company or any Subsidiary or Affiliate) and
any  vesting  acceleration  regarding  any Award and the shares of Common  Stock
relating thereto, based on such factors as the Committee shall determine;

     (e) To modify,  amend or adjust the terms and  conditions of any Award,  at
any time or from time to time,  including but not limited to Performance  Goals;
provided,  however, that the Committee may not adjust upwards the amount payable
with  respect  to a  Qualified  Performance-Based  Award or  waive or alter  the
Performance Goals associated therewith;

     (f) To determine to what extent and under what  circumstances  Common Stock
and other amounts payable with respect to an Award shall be deferred; and

     (g) To determine under what  circumstances  an Award may be settled in cash
or Common Stock under Sections 5(j) and 6(b)(ii).

     The  Committee  shall have the  authority  to adopt,  alter and repeal such
administrative  rules,  guidelines and practices  governing the Plan as it shall
from time to time deem  advisable,  to interpret the terms and provisions of the
Plan and any Award issued under the Plan (and any  agreement  relating  thereto)
and to otherwise supervise the administration of the Plan.

     The  Committee  may act only by a majority of its  members  then in office.
Except to the extent  prohibited by applicable law or the applicable  rules of a
stock exchange, the Committee may delegate administrative  responsibilities with
respect to the Plan. Any determination made by the Committee with respect to any
Award shall be made in the sole  discretion  of the Committee at the time of the
grant of the Award or, unless in  contravention of any express term of the Plan,
at any time  thereafter.  All decisions  made by the  Committee  pursuant to the
provisions of the Plan shall be final and binding on all persons,  including the
Company and Plan participants.

     Any  authority  granted to the  Committee may also be exercised by the full
Board,  except to the extent that the grant or exercise of such authority  would
cause any Award or transaction to become subject to (or lose an exemption under)
the short-swing profit recovery  provisions of Section 16 of the Exchange Act or
cause an Award designated as a Qualified  Performance-Based Award not to qualify
for, or to cease to qualify for,  the Section  162(m)  Exemption.  To the extent
that any permitted  action taken by the Board conflicts with action taken by the
Committee, the Board action shall control.

SECTION 3.        Common Stock Subject to Plan

     The  maximum  number of shares of Common  Stock  that may be  delivered  to
participants  and their  beneficiaries  under the Plan  shall be  5,556,000.  No
participant may be granted Stock Options and Stock Appreciation  Rights covering
in excess of 1,000,000 shares of Common Stock in any fiscal year of the Company.
Shares subject to an Award under the Plan may be authorized and unissued  shares
or may be treasury shares.

     If any  Award is  forfeited,  or if any Stock  Option  (and  related  Stock
Appreciation  Right,  if  any)  terminates,  expires  or  lapses  without  being
exercised,  or if any Stock  Appreciation Right is exercised for cash, shares of
Common Stock subject to such Awards shall again be available for distribution in
connection  with Awards under the Plan.  If the option price of any Stock Option
granted under the Plan is satisfied by delivering  shares of Common Stock to the
Company (by either actual delivery or by attestation), only the number of shares
of Common Stock  issued net of the shares of Common Stock  delivered or attested
to shall be deemed  delivered for purposes of determining the maximum numbers of
shares of Common Stock  available for delivery under the Plan. To the extent any
shares of Common Stock  subject to an Award are not  delivered to a  participant
because  such  shares  are  used  to  satisfy  an   applicable   tax-withholding
obligation,  such shares shall not be deemed to have been delivered for purposes
of  determining  the  maximum  number of shares of Common  Stock  available  for
delivery  under the Plan.  The maximum number of shares of Common Stock that may
be issued pursuant to Stock Options intended to be Incentive Stock Options shall
be 20% of the shares issued under the Plan.

     In the event of any change in corporate capitalization  (including, but not
limited to, a change in the number of shares of Common Stock outstanding),  such
as a stock split or a corporate transaction,  such as any merger, consolidation,
separation,  including a spin-off, or other distribution of stock or property of
the Company, any reorganization (whether or not such reorganization comes within
the  definition  of such  term in  Section  368 of the Code) or any  partial  or
complete  liquidation  of the  Company,  the  Committee  or Board  may make such
substitution or adjustments in the aggregate  number and kind of shares reserved
for issuance under the Plan, and the maximum  limitation  upon Stock Options and
Stock Appreciation Rights to be granted to any participant,  in the number, kind
and  option  price of shares  subject to  outstanding  Stock  Options  and Stock
Appreciation  Rights,  in the  number  and  kind  of  shares  subject  to  other
outstanding   Awards  granted  under  the  Plan  and/or  such  other   equitable
substitution  or  adjustments  as it may determine to be appropriate in its sole
discretion;  provided,  however,  that the number of shares subject to any Award
shall always be a whole number. Such adjusted option price shall also be used to
determine  the amount  payable by the  Company  upon the  exercise  of any Stock
Appreciation Right associated with any Stock Option.

SECTION 4.        Eligibility

     Awards may be granted under the Plan to Eligible Individuals.

SECTION 5.        Stock Options

     Stock Options may be granted  alone or in addition to other Awards  granted
under the Plan and may be of two types: Incentive Stock Options and NonQualified
Stock Options.  Any Stock Option granted under the Plan shall be in such form as
the Committee may from time to time approve.

     The  Committee  shall have the  authority to grant any  optionee  Incentive
Stock  Options,  NonQualified  Stock  Options or both types of Stock Options (in
each case with or without Stock Appreciation  Rights);  provided,  however, that
grants  hereunder  are subject to the  aggregate  limit on grants to  individual
participants set forth in Section 3. Incentive Stock Options may be granted only
to employees of the Company and its subsidiaries or parent  corporation  (within
the meaning of Section 424(f) of the Code).  To the extent that any Stock Option
is not designated as an Incentive Stock Option or even if so designated does not
qualify as an Incentive  Stock  Option on or  subsequent  to its grant date,  it
shall constitute a NonQualified Stock Option.

     Stock  Options  shall be  evidenced  by  option  agreements,  the terms and
provisions of which may differ.  An option  agreement shall indicate on its face
whether it is intended to be an  agreement  for an  Incentive  Stock Option or a
NonQualified  Stock Option.  The grant of a Stock Option shall occur on the date
the Committee by resolution selects an Eligible Individual to receive a grant of
a Stock Option, determines the number of shares of Common Stock to be subject to
such Stock Option to be granted to such  Eligible  Individual  and specifies the
terms and  provisions of the Stock Option.  The Company shall notify an Eligible
Individual of any grant of a Stock  Option,  and a written  option  agreement or
agreements  shall  be  duly  executed  and  delivered  by  the  Company  to  the
participant.  Such agreement or agreements shall become effective upon execution
by the Company and the participant.

     Stock  Options  granted  under the Plan shall be  subject to the  following
terms and conditions and shall contain such  additional  terms and conditions as
the Committee shall deem desirable:

     (a) Option  Price.  The option price per share of Common Stock  purchasable
under a Stock Option shall be  determined  by the Committee and set forth in the
option agreement, and with respect to Incentive Stock Options, shall not be less
than the Fair Market  Value of the Common  Stock  subject to the Stock Option on
the date of grant,  other than with respect to Stock  Option  granted in lieu of
foregone compensation.

     (b)  Option  Term.  The  term of each  Stock  Option  shall be fixed by the
Committee, but no Incentive Stock Option shall be exercisable more than 10 years
after the date the Stock Option is granted.

     (c)  Exercisability.  Except as otherwise  provided  herein,  Stock Options
shall be  exercisable  at such  time or times  and  subject  to such  terms  and
conditions as shall be determined by the  Committee.  If the Committee  provides
that any Stock Option is exercisable only in installments,  the Committee may at
any time waive such installment exercise provisions,  in whole or in part, based
on such factors as the Committee may determine.  In addition,  the Committee may
at any time accelerate the exercisability of any Stock Option.

     (d) Method of Exercise.  Subject to the provisions of this Section 5, Stock
Options  may be  exercised,  in whole or in part,  at any time during the option
term by giving written  notice of exercise to the Company  specifying the number
of shares of Common Stock subject to the Stock Option to be purchased.

     Such notice shall be  accompanied  by payment in full of the purchase price
by certified or bank check or such other  instrument  as the Company may accept.
If approved by the Committee,  payment,  in full or in part, may also be made in
the  form of  unrestricted  Common  Stock  (by  delivery  of such  shares  or by
attestation) already owned by the optionee of the same class as the Common Stock
subject to the Stock Option  (based on the Fair Market Value of the Common Stock
on the date the Stock Option is exercised); provided, however, that, in the case
of an Incentive Stock Option, the right to make a payment in the form of already
owned shares of Common  Stock of the same class as the Common  Stock  subject to
the Stock Option may be authorized  only at the time the Stock Option is granted
and  provided,  further,  that such  already  owned shares have been held by the
optionee  for at least six months at the time of exercise or had been  purchased
on the open market.

     If approved by the  Committee,  payment in full or in part may also be made
by delivering a properly executed exercise notice to the Company,  together with
a copy of  irrevocable  instructions  to a broker  to  deliver  promptly  to the
Company the amount of sale or loan proceeds necessary to pay the purchase price,
and,  if  requested,  by the  amount of any  federal,  state,  local or  foreign
withholding  taxes.  To  facilitate  the  foregoing,  the Company may enter into
agreements for coordinated procedures with one or more brokerage firms.

     In addition,  if approved by the Committee,  payment in full or in part may
also be made by  instructing  the  Committee to withhold a number of such shares
having  a Fair  Market  Value  on the date of  exercise  equal to the  aggregate
exercise price of such Stock Option.  The Committee may also provide for Company
loans to be made for purposes of the exercise of Stock Options.

     No shares of Common Stock shall be issued  until full payment  therefor has
been made. Except as otherwise provided in Section 5(l) below, an optionee shall
have all of the rights of a  shareholder  of the  Company  holding  the class or
series of Common  Stock  that is subject to such  Stock  Option  (including,  if
applicable,  the right to vote the shares  and the right to receive  dividends),
when the optionee  has given  written  notice of exercise,  has paid in full for
such shares and, if requested, has given the representation described in Section
13(a).

     If determined by the Committee at or, with respect to a NonQualified  Stock
Option,  subsequent  to the  date of grant of a Stock  Option,  in the  event an
optionee who has not incurred a Termination of Employment  pays the option price
of such  Stock  Option  (in whole or in part) by  delivering  (or  attesting  to
ownership  of) shares of Common Stock  previously  owned by the  optionee,  such
optionee  shall  automatically  be  granted a reload  Stock  Option  (a  "Reload
Option") for the number of shares of Common Stock used to pay the option  price.
Unless otherwise determined by the Committee, the Reload Option shall be subject
to the same terms and  conditions  as the Option,  except that the Reload Option
shall be a  NonQualified  Stock  Option,  have an option price equal to the Fair
Market  Value of the  Common  Stock on the date the  Reload  Option is  granted,
expire  the same date as the  expiration  date of the Option so  exercised,  and
shall vest and become  exercisable 6 months  following the date of grant of such
Reload Option. Reload Options shall not be treated as grants for purposes of the
limitations set forth in the second sentence of Section 3 of the Plan.

     (e)   Nontransferability  of  Stock  Options.  No  Stock  Option  shall  be
transferable  by the  optionee  other than (i) by will or by the laws of descent
and  distribution;  or  (ii) in the  case of a  NonQualified  Stock  Option,  as
otherwise  expressly  permitted by the  Committee  including,  if so  permitted,
pursuant to a transfer to such optionee's  children  immediate  family,  whether
directly or indirectly or by means of a trust or partnership  or otherwise.  For
purposes of this Plan, unless otherwise determined by the Committee,  "immediate
family"  shall  have the  meaning  given to such  term in  General  Instructions
A.1(a)(5)  to Form S-8  under the  Securities  Act of 1933 as  amended,  and any
successor thereto. All Stock Options shall be exercisable,  subject to the terms
of this Plan, only by the optionee,  the guardian or legal representative of the
optionee,  or any person to whom such  option is  transferred  pursuant  to this
paragraph,  it being  understood  that the term "holder" and "optionee"  include
such guardian, legal representative and other transferee.

     (f) Termination by Death. Unless otherwise determined by the Committee,  if
an optionee  incurs a Termination  of  Employment by reason of death,  any Stock
Option held by such optionee may  thereafter  be  exercised,  to the extent then
exercisable,  or on such accelerated basis as the Committee may determine, for a
period of one year (or such other  period as the  Committee  may  specify in the
option  agreement)  from the date of such death or until the  expiration  of the
stated term of such Stock Option, whichever period is the shorter.

     (g) Termination by Reason of Disability. Unless otherwise determined by the
Committee,  if an  optionee  incurs a  Termination  of  Employment  by reason of
Disability,  any Stock Option held by such optionee may  thereafter be exercised
by the optionee, to the extent it was exercisable at the time of termination, or
on such  accelerated  basis as the Committee may determine,  for a period of two
years  (or  such  other  period  as the  Committee  may  specify  in the  option
agreement)  from  the  date of such  Termination  of  Employment  or  until  the
expiration  of the stated  term of such Stock  Option,  whichever  period is the
shorter;  provided,  however,  that if the optionee dies within such period, any
unexercised  Stock  Option  held by such  optionee  shall,  notwithstanding  the
expiration of such period,  continue to be exercisable to the extent to which it
was  exercisable at the time of death for a period of 12 months from the date of
such  death or until the  expiration  of the stated  term of such Stock  Option,
whichever  period is the shorter.  In the event of  Termination of Employment by
reason of  Disability,  if an  Incentive  Stock  Option is  exercised  after the
expiration of the exercise periods that apply for purposes of Section 422 of the
Code,  such Stock  Option will  thereafter  be treated as a  NonQualified  Stock
Option.

     (h) Termination by Reason of Retirement. Unless otherwise determined by the
Committee,  if an  optionee  incurs a  Termination  of  Employment  by reason of
Retirement,  any Stock Option held by such optionee may  thereafter be exercised
by the  optionee,  to the  extent  it  was  exercisable  at  the  time  of  such
Retirement,  or on such accelerated basis as the Committee may determine,  for a
period of two years (or such other  period as the  Committee  may specify in the
option  agreement) from the date of such  Termination of Employment or until the
expiration  of the stated  term of such Stock  Option,  whichever  period is the
shorter;  provided,  however,  that if the optionee  dies within such period any
unexercised  Stock  Option  held by such  optionee  shall,  notwithstanding  the
expiration of such period,  continue to be exercisable to the extent to which it
was  exercisable at the time of death for a period of 12 months from the date of
such  death or until the  expiration  of the stated  term of such Stock  Option,
whichever  period is the shorter.  In the event of  Termination of Employment by
reason of  Retirement,  if an  Incentive  Stock  Option is  exercised  after the
expiration of the exercise periods that apply for purposes of Section 422 of the
Code,  such Stock  Option will  thereafter  be treated as a  NonQualified  Stock
Option.

     (i) Other Termination. Unless otherwise determined by the Committee: (A) if
an optionee incurs a Termination of Employment for Cause, all Stock Options held
by such optionee  shall  thereupon  terminate;  and (B) if an optionee  incurs a
Termination  of  Employment  for  any  reason  other  than  death,   Disability,
Retirement or for Cause,  any Stock Option held by such  optionee,  to extent it
was then exercisable at the time of termination, or on such accelerated basis as
the  Committee  may  determine,  may be exercised for the lesser of three months
from the date of such  Termination  of  Employment  or the balance of such Stock
Option's  term;  provided,  however,  that  if the  optionee  dies  within  such
three-month  period,  any unexercised  Stock Option held by such optionee shall,
notwithstanding  the  expiration  of such  three-month  period,  continue  to be
exercisable to the extent to which it was exercisable at the time of death for a
period of 12 months from the date of such death or until the  expiration  of the
stated  term  of  such  Stock   Option,   whichever   period  is  the   shorter.
Notwithstanding  any other provision of this Plan to the contrary,  in the event
an optionee  incurs a Termination of Employment  other than for Cause during the
24-month  period  following a Change in Control,  any Stock  Option held by such
optionee  may  thereafter  be exercised  by the  optionee,  to the extent it was
exercisable  at the time of  termination,  or on such  accelerated  basis as the
Committee  may  determine,  for (x) the longer of (i) one year from such date of
termination  or (ii) such other  period as may be  provided in the Plan for such
Termination  of  Employment  or as the  Committee  may  provide  in  the  option
agreement,  or (y) until  expiration  of the stated  term of such Stock  Option,
whichever period is the shorter. If an Incentive Stock Option is exercised after
the expiration of the post-termination  exercise periods that apply for purposes
of Section 422 of the Code,  such Stock Option will  thereafter  be treated as a
NonQualified Stock Option.

     (j) Cashing Out of Stock Option.  On receipt of written notice of exercise,
the  Committee may elect to cash out all or part of the portion of the shares of
Common Stock for which a Stock Option is being  exercised by paying the optionee
an amount, in cash or Common Stock, equal to the excess of the Fair Market Value
of the Common  Stock over the option  price times the number of shares of Common
Stock for which the  Option is being  exercised  on the  effective  date of such
cash-out.

     (k) Change in Control Cash-Out.  Notwithstanding any other provision of the
Plan, during the 60-day period from and after a Change in Control (the "Exercise
Period"),  if the Committee  shall determine at the time of grant or thereafter,
an  optionee  shall  have the right,  whether  or not the Stock  Option is fully
exercisable  and in lieu of the  payment of the  option  price for the shares of
Common Stock being  purchased under the Stock Option and by giving notice to the
Company,  to elect (within the Exercise  Period) to surrender all or part of the
Stock  Option  to the  Company  and to  receive  cash,  within  30  days of such
election,  in an amount equal to the amount by which the Change in Control Price
per share of Common Stock on the date of such election shall exceed the exercise
price per share of Common Stock under the Stock Option (the "Spread") multiplied
by the number of shares of Common  Stock  granted  under the Stock  Option as to
which the right  granted  under this  Section  5(k)  shall have been  exercised.
Notwithstanding  the  foregoing,  if any right granted  pursuant to this Section
5(k)   would   make   a   Change   in   Control   transaction   ineligible   for
pooling-of-interests accounting under APB No. 16 that but for the nature of such
grant would otherwise be eligible for such accounting  treatment,  the Committee
shall have the ability to substitute for the cash payable pursuant to such right
Common Stock with a Fair Market Value (as of the date of delivery of such stock)
equal to the cash that would otherwise be payable  hereunder or, if necessary to
preserve such accounting treatment, otherwise modify or eliminate such right.

     (l)  Deferral  of  Option  Shares.  The  Committee  may  from  time to time
establish  procedures  pursuant to which an optionee may elect to defer, until a
time or times later than the exercise of an Option,  receipt of all or a portion
of the shares of Common Stock  subject to such Option  and/or to receive cash at
such later time or times in lieu of such deferred shares,  all on such terms and
conditions  as  the  Committee  shall  determine.  If  any  such  deferrals  are
permitted,  then notwithstanding Section 5(d) above, an optionee who elects such
deferral  shall  not have any  rights  as a  stockholder  with  respect  to such
deferred  shares unless and until shares are actually  delivered to the optionee
with  respect  thereto,  except  to  the  extent  otherwise  determined  by  the
Committee.

SECTION 6.        Stock Appreciation Rights

     (a) Grant  and  Exercise.  Stock  Appreciation  Rights  may be  granted  in
conjunction  with all or part of any Stock Option granted under the Plan. In the
case of a  NonQualified  Stock Option,  such rights may be granted  either at or
after the time of grant of such Stock Option.  In the case of an Incentive Stock
Option,  such  rights  may be  granted  only at the time of grant of such  Stock
Option. A Stock  Appreciation Right shall terminate and no longer be exercisable
upon the termination or exercise of the related Stock Option.

     A Stock  Appreciation  Right may be exercised by an optionee in  accordance
with Section 6(b) by  surrendering  the applicable  portion of the related Stock
Option in accordance  with  procedures  established by the Committee.  Upon such
exercise  and  surrender,  the  optionee  shall be entitled to receive an amount
determined in the manner  prescribed  in Section 6(b).  Stock Options which have
been so  surrendered  shall no longer be  exercisable  to the extent the related
Stock Appreciation Rights have been exercised.

     (b) Terms and  Conditions.  Stock  Appreciation  Rights shall be subject to
such terms and conditions as shall be determined by the Committee, including the
following:

     (i) Stock  Appreciation  Rights shall be  exercisable  only at such time or
times  and to the  extent  that the  Stock  Options  to which  they  relate  are
exercisable in accordance with the provisions of Section 5 and this Section 6.

     (ii) Upon the exercise of a Stock Appreciation  Right, an optionee shall be
entitled to receive an amount in cash,  shares of Common Stock or both, in value
equal to the excess of the Fair Market  Value of one share of Common  Stock over
the option price per share  specified in the related Stock Option  multiplied by
the number of shares in respect of which the Stock Appreciation Right shall have
been  exercised,  with the  Committee  having the right to determine the form of
payment.

     (iii) Stock  Appreciation  Rights shall be  transferable  only to permitted
transferees of the underlying Stock Option in accordance with Section 5(e).

     (iv) Upon the exercise of a Stock  Appreciation  Right, the Stock Option or
part thereof to which such Stock  Appreciation  Right is related shall be deemed
to have been  exercised for the purpose of the limitation set forth in Section 3
on the number of shares of Common Stock to be issued under the Plan, but only to
the extent of the number of shares  covered by the Stock  Appreciation  Right at
the time of exercise based on the value of the Stock  Appreciation Right at such
time.

SECTION 7.        Performance Units

     (a)  Administration.  Performance  Units may be awarded  either alone or in
addition to other Awards granted under the Plan. The Committee  shall  determine
the  Eligible  Individuals  to whom and the  time or times at which  Performance
Units shall be  awarded,  the number of  Performance  Units to be awarded to any
Eligible  Individual),  the  duration of the Award Cycle and any other terms and
conditions of the Award, in addition to those contained in Section 7(b).

     (b) Terms and Conditions.  Performance  Unit Awards shall be subject to the
following terms and conditions:

     (i) The  Committee  may,  prior to or at the time of the  grant,  designate
Performance Units as Qualified Performance-Based Awards, in which event it shall
condition the settlement  thereof upon the attainment of Performance  Goals.  If
the   Committee   does   not   designate    Performance   Units   as   Qualified
Performance-Based  Awards, it may also condition the settlement thereof upon the
attainment of Performance  Goals.  Regardless of whether  Performance  Units are
Qualified  Performance-Based  Awards,  the  Committee  may  also  condition  the
settlement thereof upon the continued service of the participant. The provisions
of such Awards (including without  limitation any applicable  Performance Goals)
need not be the same with respect to each  recipient.  Subject to the provisions
of the Plan and the Performance Unit Agreement  referred to in Section 7(b)(vi),
Performance Units may not be sold, assigned,  transferred,  pledged or otherwise
encumbered  during the Award Cycle.  No more than 200,000 shares of Common Stock
may be subject to Qualified  Performance-Based Awards granted to any participant
in any fiscal year of the Company.

     (ii) Except to the extent otherwise provided in the applicable  Performance
Unit  Agreement  or  Section  7(b)(iii)  or  10(a)(iii),  upon  a  participant's
Termination  of  Employment  for any reason during the Award Cycle or before any
applicable Performance Goals are satisfied,  all rights to receive cash or stock
in settlement of the  Performance  Units shall be forfeited by the  participant;
provided,  however,  that the Committee  shall have the discretion to waive,  in
whole or in part, any or all remaining payment  limitations  (other than, in the
case  of  Performance  Units  that  are  Qualified   Performance-Based   Awards,
satisfaction  of the  applicable  Performance  Goals  unless  the  participant's
employment is terminated by reason of death or  Disability)  with respect to any
or all of such participant's Performance Units.

     (iii) A participant may elect to further defer receipt of cash or shares in
settlement  of  Performance  Units for a  specified  period or until a specified
event, subject in each case to the Committee's approval and to such terms as are
determined by the Committee (the  "Elective  Deferral  Period").  Subject to any
exceptions adopted by the Committee,  such election must generally be made prior
to commencement of the Award Cycle for the Performance Units in question.

     (iv) At the expiration of the Award Cycle, the Committee shall evaluate the
Company's  performance  in light of any  Performance  Goals for such Award,  and
shall determine the number of Performance Units granted to the participant which
have been  earned,  and the  Committee  shall then cause to be  delivered  (A) a
number of  shares  of Common  Stock  equal to the  number of  Performance  Units
determined by the  Committee to have been earned,  or (B) cash equal to the Fair
Market Value of such number of shares of Common Stock to the participant, as the
Committee shall elect (subject to any deferral pursuant to Section 7(b)(iii)).

     (v) Each Award  shall be  confirmed  by, and be subject  to, the terms of a
Performance Unit Agreement.

SECTION 8.        Tax Offset Bonuses

     At the time an  Award is made  hereunder  or at any  time  thereafter,  the
Committee may grant to the participant receiving such Award the right to receive
a cash payment in an amount specified by the Committee,  to be paid at such time
or  times  (if  ever)  as  the  Award  results  in  compensation  income  to the
participant,  for the purpose of assisting the  participant to pay the resulting
taxes, all as determined by the Committee and on such other terms and conditions
as the Committee shall determine.

SECTION 9.        Other Stock-Based Awards

     Other  Awards of Common  Stock and other Awards that are valued in whole or
in part by reference to, or are otherwise  based upon,  Common Stock,  including
(without  limitation) dividend  equivalents and convertible  debentures,  may be
granted either alone or in conjunction with other Awards granted under the Plan.

SECTION 10.       Change in Control Provisions

     (a) Impact of Event. Notwithstanding any other provision of the Plan to the
contrary,  the Committee may provide in the terms of any grant that in the event
of a Change in Control:

     (i) Any Stock Options and Stock  Appreciation  Rights outstanding as of the
date such Change in Control is  determined to have  occurred,  and which are not
then  exercisable and vested,  shall become fully  exercisable and vested to the
full extent of the original.

     (ii) All Performance  Units shall be considered to be earned and payable in
full,  and any deferral or other  restriction  shall lapse and such  Performance
Units shall be settled in cash as promptly as is practicable.

     (iii) The Committee may also make additional adjustments and/or settlements
of outstanding  Awards as it deems  appropriate  and consistent  with the Plan's
purposes.

     (b) Definition of Change in Control. For purposes of the Plan, a "Change in
Control" shall mean the happening of any of the following events:

     (i) An acquisition by any  individual,  entity or group (within the meaning
of Section  13(d)(3) or 14(d)(2) of the Exchange Act) (a "Person") of beneficial
ownership  (within the meaning of Rule 13d-3 promulgated under the Exchange Act)
of 20% or more of either (1) the then outstanding  shares of common stock of the
Company (the  "Outstanding  Company  Common  Stock") or (2) the combined  voting
power of the then outstanding  voting securities of the Company entitled to vote
generally  in  the  election  of  directors  (the  "Outstanding  Company  Voting
Securities");  excluding,  however, the following:  (1) any acquisition directly
from the  Company,  other than an  acquisition  by virtue of the  exercise  of a
conversion  privilege unless the security being so converted was itself acquired
directly  from  the  Company,  (2)  any  acquisition  by the  Company,  (3)  any
acquisition  by any  employee  benefit  plan (or  related  trust)  sponsored  or
maintained by the Company or any entity  controlled  by the Company,  or (4) any
acquisition  pursuant to a transaction  which complies with clauses (1), (2) and
(3) of subsection (iii) of this Section 10(b); or

     (ii) A change in the  composition  of the Board  such that the  individuals
who,  as of the  effective  date of the Plan,  constitute  the Board (such Board
shall be hereinafter  referred to as the "Incumbent Board") cease for any reason
to constitute at least a majority of the Board; provided,  however, for purposes
of this Section  10(b),  that any  individual  who becomes a member of the Board
subsequent to the effective date of the Plan, whose election,  or nomination for
election by the  Company's  shareholders,  was  approved by a vote of at least a
majority  of those  individuals  who are  members of the Board and who were also
members of the  Incumbent  Board (or deemed to be such pursuant to this proviso)
shall be  considered  as though such  individual  were a member of the Incumbent
Board; but, provided further,  that any such individual whose initial assumption
of office occurs as a result of either an actual or threatened  election contest
(as such terms are used in Rule 14a-11 of Regulation 14A  promulgated  under the
Exchange Act) or other actual or threatened  solicitation of proxies or consents
by or on behalf of a Person other than the Board shall not be so considered as a
member of the Incumbent Board; or

     (iii) Consummation of a reorganization,  merger or consolidation or sale or
other  disposition  of all or  substantially  all of the  assets of the  Company
("Corporate  Transaction");  excluding,  however,  such a Corporate  Transaction
pursuant to which (1) all or  substantially  all of the individuals and entities
who are the beneficial owners,  respectively,  of the Outstanding Company Common
Stock  and  Outstanding  Company  Voting  Securities  immediately  prior to such
Corporate  Transaction will beneficially own, directly or indirectly,  more than
50% of,  respectively,  the outstanding shares of common stock, and the combined
voting  power  of the  then  outstanding  voting  securities  entitled  to  vote
generally in the election of directors,  as the case may be, of the  corporation
resulting from such Corporate  Transaction  (including,  without  limitation,  a
corporation  which as a result of such  transaction  owns the  Company or all or
substantially all of the Company's assets either directly or through one or more
subsidiaries)  in  substantially   the  same  proportions  as  their  ownership,
immediately  prior to such Corporate  Transaction,  of the  Outstanding  Company
Common Stock and Outstanding Company Voting Securities,  as the case may be, (2)
no Person (other than the Company,  any employee benefit plan (or related trust)
of the Company or such  corporation  resulting from such Corporate  Transaction)
will beneficially own, directly or indirectly, 20% or more of, respectively, the
outstanding  shares  of  common  stock of the  corporation  resulting  from such
Corporate  Transaction or the combined  voting power of the  outstanding  voting
securities  of such  corporation  entitled to vote  generally in the election of
directors  except  to the  extent  that  such  ownership  existed  prior  to the
Corporate  Transaction,  and (3)  individuals  who were members of the Incumbent
Board  will  constitute  at least a  majority  of the  members  of the  board of
directors of the corporation resulting from such Corporate Transaction; or

     (iv)  The  approval  by the  stockholders  of  the  Company  of a  complete
liquidation or dissolution of the Company.

     (c) Change in Control Price.  For purposes of the Plan,  "Change in Control
Price" means the higher of (i)the highest reported sales price,  regular way, of
a share  of  Common  Stock in any  transaction  reported  on the New York  Stock
Exchange  Composite  Tape or other  national  exchange  on which such shares are
listed or on NASDAQ  during the 60-day period prior to and including the date of
a Change in  Control  or (ii) if the Change in Control is the result of a tender
or exchange  offer or a Corporate  Transaction,  the highest  price per share of
Common  Stock paid in such tender or exchange  offer or  Corporate  Transaction;
provided,  however,  that in the  case of  Incentive  Stock  Options  and  Stock
Appreciation  Rights relating to Incentive Stock Options,  the Change in Control
Price  shall be in all cases the Fair  Market  Value of the Common  Stock on the
date such Incentive Stock Option or Stock  Appreciation  Right is exercised.  To
the extent that the consideration  paid in any such transaction  described above
consists all or in part of securities or other noncash consideration,  the value
of such  securities  or other noncash  consideration  shall be determined in the
sole discretion of the Board.

SECTION 11.       Term, Amendment and Termination

     The Plan will  terminate on the tenth  anniversary of the effective date of
the Plan.  Under  the  Plan,  Awards  outstanding  as of such date  shall not be
affected or impaired by the termination of the Plan.

     The Board may amend,  alter,  or  discontinue  the Plan,  but no amendment,
alteration or discontinuation  shall be made which would impair the rights of an
optionee  under a Stock  Option or a recipient  of a Stock  Appreciation  Right,
Performance Unit Award or other stock-based  Award  theretofore  granted without
the optionee's or recipient's  consent,  except such an amendment made to comply
with applicable law, stock exchange rules or accounting  rules. In addition,  no
such amendment shall be made without the approval of the Company's  stockholders
to the extent such  approval is required  by  applicable  law or stock  exchange
rules.

     The  Committee  may  amend the  terms of any  Stock  Option or other  Award
theretofore granted, prospectively or retroactively, but no such amendment shall
cause a  Qualified  Performance-Based  Award to cease to qualify for the Section
162(m) Exemption or impair the rights of any holder without the holder's consent
except  such an  amendment  made to  cause  the Plan or  Award  to  comply  with
applicable law, stock exchange rules or accounting rules.

     Subject to the above  provisions,  the Board shall have  authority to amend
the Plan to take into  account  changes in law and tax and  accounting  rules as
well as other  developments,  and to grant Awards which  qualify for  beneficial
treatment under such rules without stockholder approval.

SECTION 12.       Unfunded Status of Plan

     It is presently  intended that the Plan  constitute an "unfunded"  plan for
incentive and deferred compensation. The Committee may authorize the creation of
trusts or other  arrangements to meet the obligations  created under the Plan to
deliver  Common  Stock or make  payments;  provided,  however,  that  unless the
Committee  otherwise   determines,   the  existence  of  such  trusts  or  other
arrangements is consistent with the "unfunded" status of the Plan.

SECTION 13.       General Provisions

     (a) The  Committee may require each person  purchasing or receiving  shares
pursuant to an Award to  represent to and agree with the Company in writing that
such person is acquiring the shares without a view to the distribution  thereof.
The  certificates  for such shares may include  any legend  which the  Committee
deems appropriate to reflect any restrictions on transfer.

     Notwithstanding any other provision of the Plan or agreements made pursuant
thereto,  the Company shall not be required to issue or deliver any  certificate
or  certificates  for shares of Common Stock under the Plan prior to fulfillment
of all of the following conditions:

     (1) Listing or approval for listing upon notice of issuance, of such shares
on the New York Stock Exchange,  Inc., or such other securities  exchange as may
at the time be the principal market for the Common Stock;

     (2) Any  registration or other  qualification of such shares of the Company
under any state or federal law or  regulation,  or the  maintaining in effect of
any such registration or other  qualification  which the Committee shall, in its
absolute discretion upon the advice of counsel, deem necessary or advisable; and

     (3)  Obtaining  any other  consent,  approval,  or permit from any state or
federal   governmental  agency  which  the  Committee  shall,  in  its  absolute
discretion  after receiving the advice of counsel,  determine to be necessary or
advisable.

     (b)  Nothing  contained  in the  Plan  shall  prevent  the  Company  or any
Subsidiary  or  Affiliate  from  adopting   other  or  additional   compensation
arrangements for its employees.

     (c) The Plan shall not constitute a contract of employment, and adoption of
the Plan shall not confer upon any employee  any right to continued  employment,
nor  shall  it  interfere  in any way  with  the  right  of the  Company  or any
Subsidiary or Affiliate to terminate the employment of any employee at any time.

     (d) No later than the date as of which an amount first  becomes  includible
in the gross income of the  participant  for federal  income tax  purposes  with
respect to any Award under the Plan, the  participant  shall pay to the Company,
or make  arrangements  satisfactory to the Company regarding the payment of, any
federal,  state,  local  or  foreign  taxes of any  kind  required  by law to be
withheld  with  respect  to such  amount.  Unless  otherwise  determined  by the
Company,  withholding  obligations  may be settled with Common Stock,  including
Common  Stock  that is part of the  Award  that  gives  rise to the  withholding
requirement;   provided,  that  not  more  than  the  legally  required  minimum
withholding  may be settled with Common Stock.  The  obligations  of the Company
under the Plan shall be  conditional  on such payment or  arrangements,  and the
Company and its Affiliates shall, to the extent permitted by law, have the right
to deduct any such taxes from any payment otherwise due to the participant.  The
Committee  may establish  such  procedures  as it deems  appropriate,  including
making irrevocable elections, for the settlement of withholding obligations with
Common Stock.

     (e) The Committee shall  establish such procedures as it deems  appropriate
for a participant to designate a beneficiary to whom any amounts  payable in the
event of the  participant's  death  are to be paid or by whom any  rights of the
participant, after the participant's death, may be exercised.

     (f) In the case of a grant of an Award to any employee of a  Subsidiary  of
the Company, the Company may, if the Committee so directs, issue or transfer the
shares of Common Stock, if any, covered by the Award to the Subsidiary, for such
lawful  consideration  as the  Committee  may  specify,  upon the  condition  or
understanding  that the  Subsidiary  will transfer the shares of Common Stock to
the  employee  in  accordance  with the  terms  of the  Award  specified  by the
Committee  pursuant to the  provisions  of the Plan.  All shares of Common Stock
underlying Awards that are forfeited or canceled should revert to the Company.

     (g) The Plan and all Awards  made and  actions  taken  thereunder  shall be
governed by and construed in accordance  with the laws of the State of Delaware,
without reference to principles of conflict of laws.

     (h) Except as  otherwise  provided in Section  5(e) or  6(b)(iii) or by the
Committee,  Awards under the Plan are not transferable except by will or by laws
of descent and distribution.

     (i) In the event an Award is granted to Eligible Individual who is employed
or providing  services outside the United States and who is not compensated from
a payroll  maintained  in the United  States,  the  Committee  may,  in its sole
discretion, modify the provisions of the Plan as they pertain to such individual
to comply with applicable foreign law.

SECTION 14.       Effective Date of Plan

     The Plan  shall be  effective  as of the date it is  adopted  by the  Board
subject to the  approval  by at least a majority  of the  outstanding  shares of
Common Stock of the Company.  (which approval shall be deemed to have been given
upon the final confirmation of the Company's Joint Plan of Reorganization by the
U.S. Bankruptcy Court for the District of Delaware in Case No. 99-2171 (PJW)).

SECTION 15.   Director Stock Options.

     (a) Each  director of the Company who is not  otherwise  an employee of the
Company or any of its  Subsidiaries  or  Affiliates,  shall (i) on the first day
after his or her first  election as a director of the Company  automatically  be
granted  10,000  NonQualified  Stock Options to purchase  Common Stock having an
exercise  price of 100% of Fair Market  Value of the Common Stock on the date of
grant of such  NonQualified  Stock Option and (ii) thereafter,  on the day after
each Annual Meeting of Stockholders of the Company during such director's  term,
be granted 5,000  NonQualified  Stock Options to purchase Common Stock having an
exercise  price of 100% of Fair Market  Value of the Common Stock on the date of
grant of such NonQualified Stock Option.

     (b) An automatic  director Stock Option shall be granted  hereunder only if
as of each date of grant the  director  (i) is not  otherwise an employee of the
Company or any of its Subsidiaries or Affiliates,  (ii) has not been an employee
of the  Company or any of its  Subsidiaries  or  Affiliates  for any part of the
preceding fiscal year, and (iii) has served on the Board  continuously since the
commencement of his term.

     (c) Each holder of a Stock Option granted pursuant to this Section 15 shall
also have the rights specified in Section 5(k).

     (d) In the event that the number of shares of Common  Stock  available  for
future  grant  under  the  Plan is  insufficient  to make all  automatic  grants
required to be made on such date, then all non-employee  directors entitled to a
grant on such date  shall  share  ratably  in the  number of  options  on shares
available for grant under the Plan.

     (e) Except as  expressly  provided  in this  Section  15, any Stock  Option
granted hereunder shall be subject to the terms and conditions of the Plan as if
the grant were made pursuant to Section 5 hereof.
Exhibit 5.1
JOY GLOBAL INC.

                                                      Eric B. Fonstad
                                                      Secretary and
                                                      Associate General Counsel

                                                                October 5, 2001

Joy Global Inc.
100 E Wisconsin Ave, Suite 2780
Milwaukee WI  53202

Re: Registration Statement on Form S-8

Ladies/Gentlemen:

     I am issuing  this  opinion  letter in my  capacity  as  Associate  General
Counsel  to  Joy  Global  Inc.,  a  Delaware  corporation  (the  "Company"),  in
connection  with the filing by the Company of a  Registration  Statement on Form
S-8  under  the  Securities  Act of  1933,  as  amended  (the  "Act"),  with the
Securities  Exchange  Commission covering the offering of up to 5,556,000 shares
of the common  stock of the Company,  $1.00 par value per share (the  "Shares"),
pursuant to the Joy Global Inc. 2001 Stock Incentive Plan (the "Plan").

     For purposes of this  letter,  I have  examined  such  documents,  records,
certificates,  memoranda and other  instruments  deemed necessary as a basis for
this opinion.

     Based upon and subject to the assumptions  and  limitations  stated in this
letter,  it is my opinion that the Shares are duly  authorized and, when (i) the
Registration  Statement  related to the Shares becomes  effective under the Act,
(ii) the Shares have been duly issued in  accordance  with the terms of the Plan
upon receipt of the consideration to be paid therefor (assuming in each case the
consideration received by the Company is at least equal to $1.00 per share), and
(iii) the certificates representing the Shares comply as to form with the bylaws
of the Company and the Delaware  General  Corporation Law and bear all necessary
signatures and  authentications,  the Shares will be validly issued,  fully paid
and nonassessable.

     I have relied without independent  investigation upon an assurance from the
Company  that the number of Shares which the Company is  authorized  to issue in
its Amended and  Restated  Certificate  of  Incorporation  exceeds the number of
shares  outstanding  and the number of shares  which the Company is obligated to
issue (or had  otherwise  reserved for  issuance)  for any  purposes  other than
issuance in connection  with the Plan by at least the number of Shares which may
be issued in  connection  with the Plan and I have assumed  that such  condition
will remain true at all future times  relevant to this  opinion.  I have assumed
that the  Company  will cause  certificates  representing  Shares  issued in the
future to be properly  executed and  delivered  and will take all other  actions
appropriate for the issuances of such Shares. All of my opinions assume that the
Registration Statement related to the Shares will become effective under the Act
before any Shares covered by such  Registration  Statement are sold. I have also
made other  assumptions  which I believe to be appropriate  for purposes of this
letter.

     I hereby  consent  to the filing of this  opinion  with the  Commission  as
Exhibit 5.1 to the  Registration  Statement.  In giving this  consent,  I do not
thereby  admit that I am in the  category of persons  whose  consent is required
under Section 7 of the Act or the rules and regulations of the Commission.

     I do  not  find  it  necessary  for  the  purposes  of  this  opinion,  and
accordingly I do not purport to cover herein,  the application of the securities
or "Blue Sky" laws of the various states to the issuance and sale of the Shares.

     This opinion is limited to the specific  issues  addressed  herein,  and no
opinion may be inferred or implied beyond that expressly stated herein. I assume
no obligation to revise or  supplement  this opinion  should the present laws of
the States of Wisconsin  or Delaware or the federal law of the United  States be
changed by legislative action, judicial decision or otherwise.

     This  opinion  is  furnished  to you in  connection  with the filing of the
Registration  Statement and is not to be used,  circulated,  quoted or otherwise
relied upon for any other purpose.

                                         Sincerely,

                                         Eric B. Fonstad
                                         Secretary and Associate General Counsel
Exhibit 23.1

Consent of Independent Accountants

We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement  on Form S-8 of our report  dated  January  11,  2001  relating to the
financial statements, which appears in the 2000 Annual Report to Shareholders of
Joy Global Inc. (p/k/a Harnischfeger Industries, Inc.), which is incorporated in
Joy Global  Inc.'s  Annual  Report on Form 10-K for the year ended  October  31,
2000.  We also  consent to the  incorporation  by  reference of our report dated
January 11, 2001 relating to the financial statement schedule,  which appears in
such Annual Report on Form 10-K.

PricewaterhouseCoopers LLP

Milwaukee, Wisconsin
October 5, 2001