<PAGE 1>
                                    Registration No. 333-        

   ____________________________________________________________

                SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
   ___________________________________________________________

                             FORM S-8
     Registration Statement Under The Securities Act of 1933
          ______________________________________________

                       BHC FINANCIAL, INC.
          ______________________________________________
      (Exact name of registrant as specified in its charter)

         Delaware                          23-2264646
(State or other jurisdiction of   (I.R.S. Employer Identification No.)
incorporation or organization)

Twelve Hundred, One Commerce Square
        2005 Market Street
    Philadelphia, Pennsylvania                           19103-3212   
(Address of Principal Executive Offices)                 (Zip Code)

                       BHC Financial, Inc.
                     Long Term Incentive Plan  
                     (Full title of the plan)

                        Lawrence E. Donato
   Senior Vice President, Chief Financial Officer and Treasurer
                       BHC Financial, Inc.
                          Twelve Hundred
                       One Commerce Square
                        2005 Market Street
              Philadelphia, Pennsylvania 19103-3212        
             (Name and address of agent for service)

                               (215) 636-3000                               
  (Telephone number, including area code, of agent for service)

                        with a copy to:
                      Rhonda R. Cohen, Esq.
                Ballard Spahr Andrews & Ingersoll
                  1735 Market Street, 51st Floor
                 Philadelphia, Pennsylvania 19103
                          (215) 665-8500<PAGE>
<PAGE 2>

<TABLE>
<CAPTION>
                      CALCULATION OF REGISTRATION FEE


<S>            <C>           <C>              <C>              <C> 
Title of       Amount to     Proposed Maximum Proposed Maximum Amount of
Securities to  be Registered Offering Price   Aggregrate       Registration
be Registered                Per Share        Offering Price   Fee


Common Stock,   
par value 
$.001 per 
share          464,353       $15.625(1)       $7,255,516(1)    $2,268


</TABLE>

  
(1) Estimated solely for the purpose of calculating the registration fee. 
    In accordance with Rule 457(c), the price shown is based upon the
    average of the high and low price of BHC Financial, Inc. Common Stock on
    October 28, 1996, $15.625, as reported on the Nasdaq National Market
    System.


























<PAGE 3> 

Part I and Items 3-7 of BHC Financial, Inc.'s Registration Statement on Form
S-8 (File No. 33-76936) are incorporated by reference herein pursuant to
Instruction E of Form S-8.

<TABLE>
<CAPTION>

Item 8.  Exhibits.


    Exhibit Number

     <S> <C>

    5    Opinion of Ballard Spahr Andrews & Ingersoll

    23.1 Consent of Coopers & Lybrand

    23.2 Consent of Ballard Spahr Andrews & Ingersoll (included in Exhibit
         5)

    24   Power of Attorney (included on signature page)

    99   BHC Financial, Inc. Long Term Incentive Plan, as amended.


</TABLE>

Item 9.  Undertakings.

      A. The Company hereby undertakes: 

         (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement: (i) to
include any prospectus required by Section 10(a)(3) of the Securities Act of
1933; (ii) to reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement.  Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective registration
statement; and (iii) to include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
provided, however, that clauses (i) and (ii) above do not apply if the
registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Company pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in the 
registration statement. 



<PAGE 4>
         (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, 
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

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

      B. The Company hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, 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 therein, 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 of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company 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 Company 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 Act,
and will be governed by the final adjudication of such issue.<PAGE>
<PAGE 5>

                            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 Philadelphia, Commonwealth of
Pennsylvania, on
October 16, 1996.


                        BHC FINANCIAL, INC.


                        By:  /s/ William T. Spane, Jr.                
                             William T. Spane, Jr.
                             Chairman, Chief Executive Officer
                               and President


                        POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints, WILLIAM T. SPANE, JR. and LAWRENCE E.
DONATO and each of them, as true and lawful attorneys-in-fact and agents with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any or 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, granting unto said attorneys-in-
fact and agents full power and authority to do and be done in connection with
the above premises, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents or their or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.

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

Signature                    Title                         Date


/s/ William T. Spane, Jr.Chairman, Chief Executive     October 16, 1996
William T. Spane, Jr.    Officer, President and Director
                         (Principal executive officer)


/s/ Lawrence E. Donato  Senior Vice President,         October 16, 1996
Lawrence E. Donato      Chief Financial Officer,
                        Treasurer and Director
                        (Principal financial and
                        accounting officer)


<PAGE 6>

Signature              Title                    Date


/s/ Robert T. Arnold        Director                 October 16, 1996
Robert T. Arnold


/s/ Vincent G. Bell, Jr.    Director                  October 16, 1996
Vincent G. Bell, Jr.


/s/ Richard L. Bunn         Director                  October 16, 1996
Richard L. Bunn


Carroll H. Crouch, Jr.      Director                  October 16, 1996

    
/s/ George L.  Denton, Jr.   Director                  October 16, 1996
George L. Denton, Jr.


/s/ John W.Saunders, Jr.     Director                  October 16, 1996
John W. Saunders, Jr.


<PAGE 7>

                          EXHIBIT INDEX
<TABLE>
<CAPTION>

Exhibit
Number                  Description

<S>   <C>
5   Opinion of Ballard Spahr Andrews & Ingersoll

23.1     Consent of Coopers & Lybrand

23.2     Consent of Ballard Spahr Andrews & Ingersoll (included in Exhibit 5)

24  Power of Attorney (included on signature page)

99  BHC Financial, Inc. Long Term Incentive Plan, as amended 
</TABLE>








































<PAGE 8>
                                                        Exhibit 5

  [LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL APPEARS HERE]


                                  October 28, 1996

BHC Financial, Inc.
One Commerce Square
2005 Market Street
Philadelphia, PA 19103-3212

         Re:  Long Term Incentive Plan

Gentlemen:

         We have acted as counsel to BHC Financial, Inc. (the "Company") in
connection with the registration under the Securities Act of 1933, as amended,
of an additional 464,353 shares of common stock of the Company, par value
$.001 per share (the "Shares"), issuable upon the exercise of options or the
vesting of awards granted under the Company's Long Term Incentive Plan (the
"Incentive Plan").

         The opinion expressed below is based on the assumption that the
Registration Statement on Form S-8 with respect to the Shares issuable upon
the exercise of options or the vesting of awards under the Incentive Plan will
have been filed by the Company with the Securities and Exchange Commission and
will have become effective before any of the Shares are issued and that the
persons acquiring the Shares will receive a prospectus containing all of the
information required by Part I of Form S-8 before acquiring such Shares.

         In rendering our opinion, we have reviewed such certificates,
documents, corporate records and other instruments as in our judgment are
necessary or appropriate to enable us to render the opinion expressed below. 
In giving this opinion, we are assuming the authenticity of all instruments
presented to us as originals, the conformity with the originals of all
instruments presented to us as copies and the genuineness of all signatures.

         Based on the foregoing, we are of the opinion that the 464,353
Shares, when issued upon exercise of options or the vesting of awards granted
or to be granted under the Incentive Plan, in accordance with the terms
thereof, will be legally issued, fully paid and non-assessable.

         We consent to the filing of this opinion as Exhibit 5 to the
Registration Statement on Form S-8 being filed with respect to the offering of
the Shares.

                             Very truly yours,



                             /s/ Ballard Spahr Andrews & Ingersoll<PAGE>
<PAGE 9>
                                                     Exhibit 23.1

      [LETTERHEAD OF COOPERS & LYBRAND L.L.P. APPEARS HERE]

                CONSENT OF INDEPENDENT ACCOUNTANTS


We consent to the incorporation by reference in this registration statement of
BHC Financial, Inc. on Form S-8 of our report dated February 5, 1996, except
to Note 6 as to which the date is March 15, 1996 on our audits of the
consolidated financial statements and financial statement schedules of BHC
Financial, Inc. as of December 31, 1995 and 1994, and for the years ended
December 31, 1995, 1994, and 1993, which report is incorporated by reference
in this registration statement.


                                       /s/ Coopers & Lybrand L.L.P.


Coopers & Lybrand L.L.P.
Philadelphia, Pennsylvania
October 28, 1996<PAGE>
<PAGE 10>
                                                       Exhibit 99


                       BHC FINANCIAL, INC.

                     LONG TERM INCENTIVE PLAN
                      (as amended May 1995)


                            ARTICLE I

                             Purpose


         The purpose of this Long Term Incentive Plan (the "Plan") is to
enable BHC Financial, Inc. to offer key employees of the Company and
Designated Subsidiaries (defined below) performance-based stock incentives and
other equity interests in the Company and other incentive awards, in order to
attract, retain, and reward such key employees, and strengthening the
mutuality of interests between key employees and the Company's shareholders.


                            ARTICLE II

                           Definitions


         For purposes of this Plan, the following terms shall have the
following meanings:

         "Award" shall mean any award under this Plan of any Stock Option,
Reload Option, Restricted Stock, Performance Shares, Performance Units or
Other Stock-Based Award.

         "Board" shall mean the Board of Directors of the Company.

         "Code" shall mean the Internal Revenue Code of 1986, as amended.

         "Committee" shall mean a committee of the Board consisting of two
or more Directors, each of whom is a Disinterested Person.  

         "Common Stock" means the Common Stock, $.001 par value per share,
of the Company.

         "Company" means BHC Financial, Inc., and any successor thereto.  

         "Designated Subsidiary" shall mean a subsidiary of the Company as
designated from time to time by the Board, 80 percent or more of the voting
capital stock of which is owned, directly or indirectly, by the Company.  

         "Disability" shall mean Total Disability as defined in the
Company's long term disability plan.

         "Disinterested Person" shall have the meaning set forth in rule
16b-3(d)(3) as promulgated by the Securities and Exchange Commission under the
Securities Exchange Act of 1934, or any successor definition adopted by the
Commission.

         

<PAGE 11>

         "Fair Market Value" for purposes of this Plan, unless otherwise
required by any applicable provision of the Code or any regulations issued
thereunder, shall mean, as of any date, the mean between the high and low
sales prices of a share of Common Stock as reported for exchange, quoted on an
automated quotation system sponsored by a national securities association.

         "Incentive Stock Option" shall mean any Stock Option awarded under
this Plan intended to be and designated as an "Incentive Stock Option" within
the meaning of section 422 of the Code.

         "Non-Qualified Stock Option" shall mean any Stock Option awarded
under this Plan that is not an Incentive Stock Option.

         "Other Stock-Based Award" shall mean an Award under Article XI of
this Plan that is valued in whole or in part by reference to, or is payable in
or otherwise based on, Common Stock.

         "Participant" shall mean an employee to whom an Award has been
made pursuant to this Plan.

         "Performance Cycle" shall have the meaning set forth in Section
9.1.

         "Performance Period" shall have the meaning set forth in Section
8.1.

         "Performance Share" shall mean an Award made pursuant to Article
VIII of this Plan of the right to receive Common Stock or cash of an
equivalent value at the end of a specified Performance Period.

         "Performance Unit" shall mean an Award of the right to receive a
fixed dollar amount equal to the increase in the price of Common Stock over a
specified base amount, payable in cash or Common Stock or a combination of
both, pursuant to Article IX of the Plan.  

         "Plan" shall mean BHC Financial, Inc. Long Term Incentive Plan, as
set forth herein.  

         "Reload Option" shall have the meaning set forth in Section 6.5.

         "Restricted Stock" shall mean an Award of shares of Common Stock
under this Plan that is subject to restrictions under Article VII.

         "Restriction Period" shall have the meaning set forth in Section
7.3(a).

         "Retirement" shall mean termination of employment by an employee
who is at least 55 years of age after at least 5 years of employment by the
Company and/or a Designated Subsidiary.

         "Stock Option" or "Option" shall mean any option to purchase
shares of Common Stock (including Restricted Stock and Performance Shares, if
the Committee so determines) granted pursuant to Article VI.  

         "Ten Percent Shareholder" means a person who at the time of grant
owns, either directly or within the meaning of the attribution rules contained
in section 425(d) of the Code, stock possessing more than 10% of the total
combined voting power of all classes of stock of his or her employer 

<PAGE 12>

corporation or of its parent or subsidiary corporations, as defined
respectively in sections 425(e) and (f) of the Code, but only to the extent
that the employer corporation is the Company or a Designated Subsidiary.  

         "Termination of employment" shall mean a termination of service
for reasons other than a military or personal leave of absence granted by the
Company.

         "Withholding Election" shall have the meaning set forth in Section
13.4.


                           ARTICLE III

                          Administration

          3.1  The Committee.  The Plan shall be administered and
interpreted by the Committee.

          3.2  Grant of Awards.  The Committee shall have the authority: 

               (a) to grant, pursuant to the terms of this Plan, to
officers and other key employees eligible under Article V, (1)  Stock Options,
(2) Restricted Stock, (3) Performance Shares, (4) Performance Units, and
(5) Other Stock-Based Awards; 

               (b) to select the officers and other key employees of the
Company to whom Stock Options, Restricted Stock, Performance Shares,
Performance Units and Other Stock-Based Awards may from time to time be
granted hereunder;

               (c) to determine whether and to what extent Incentive
Stock Options, Non-Qualified Stock Options, Restricted Stock, Performance
Shares, Performance Units and Other Stock-Based Awards, or any combination
thereof, are to be granted hereunder to one or more eligible employees;

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

               (e) to determine the terms and conditions, not
inconsistent with the terms of this Plan, of any Award granted hereunder
(including, but not limited to, the share price, any restriction or
limitation, any vesting schedule or acceleration thereof, or any forfeiture
restrictions or waiver thereof, regarding any Stock Option or other Award and
the shares of Common Stock relating thereto, based on such factors as the
Committee shall determine, in its sole discretion);

               (f) to determine whether, to what extent and under what
circumstances grants of Options and other Awards under this Plan are to
operate on a tandem basis and/or in conjunction with or apart from other cash
awards made by the Company outside of this Plan;

               (g) to determine whether and under what circumstances a
Stock Option may be settled in cash, stock, and/or Restricted Stock under
Section 6.4(k); and

               (h) to determine whether, to what extent and under what
circumstances Common Stock and other amounts payable with respect to an Award 

<PAGE 13>

under this Plan shall be deferred either automatically or at the election of
the Participant.

          3.3  Guidelines.   Subject to Article XI hereof, the Committee
shall have the authority to adopt, alter and repeal such administrative rules,
guidelines and practices governing this Plan as it shall, from time to time,
deem advisable; to interpret the terms and provisions of this Plan and any
Award issued under this Plan (and any agreements relating thereto); and to
otherwise supervise the administration of this Plan.  The Committee may
correct any defect, supply any omission or reconcile any inconsistency in this
Plan or in any Award granted in the manner and to the extent it shall deem
necessary to carry this Plan into effect.  

          3.4  Decisions Final.  Any decision, interpretation or other
action made or taken in good faith by the Committee arising out of or in
connection with the Plan shall be final, binding and conclusive on the Company
and all employees and their respective heirs, executors, administrators,
successors and assigns.


                            ARTICLE IV

                         Share Limitation


          4.1  Shares.  The maximum aggregate number of shares of Common
Stock which may be issued under this Plan shall not exceed 750,000 shares,
subject to any increase or decrease pursuant to Section 4.2.  The shares
issued under the Plan may be either authorized and unissued Common Stock or
issued Common Stock reacquired by the Company.  If any Option granted under
this Plan shall expire, terminate or be cancelled for any reason without
having been exercised in full, the number of unpurchased shares shall again be
available for the purposes of the Plan; provided, however, that if such
expired, terminated or cancelled Option shall have been issued in conjunction
with another Award, none of such unpurchased shares shall again become
available for purposes of this Plan to the extent that the related Award
granted under this Plan is exercised.  If an Option is exercised using Common
Stock already owned by the Participant exercising the Option, the number of
shares that shall be treated as issued under the Plan shall be (a) the number
of shares issued minus (b) the number of shares exchanged in satisfaction of
the Option Price, and the number of shares so exchanged shall be added to the
total number of shares of Common Stock available under the Plan.  Further, if
any shares of Common Stock granted hereunder are forfeited or such Award
otherwise terminates without the delivery of such shares upon the lapse of
restrictions, the shares subject to such grant, to the extent of such
forfeiture or termination, shall again be available under this Plan.

          4.2  Changes.  In the event of any merger, reorganization,
consolidation, recapitalization, dividend (other than a dividend or its
equivalent which is credited to a Plan Participant or a regular cash
dividend), stock split, or other change in corporate structure affecting the
Common Stock, a corresponding substitution or adjustment shall be made in the
maximum aggregate number of shares which may be issued under this Plan, in the
number and option price of shares subject to outstanding Options granted under
this Plan, and in the number of shares subject to other outstanding Awards
(including but not limited to Awards of Restricted Stock, Performance Shares,
Performance Units and Other Stock-Based Awards) granted under this Plan, as
may be determined to be appropriate by the Committee, in its sole discretion, 

<PAGE 14>

provided that the number of shares subject to any Award shall always be a
whole number.


                            ARTICLE V

                           Eligibility


          5.1  Senior officers, senior management, and key employees of
the Company and its Designated Subsidiaries are eligible to be granted Options
and other Awards under this Plan.  Eligibility under this Plan shall be
determined by the Committee.


                            ARTICLE VI

                          Stock Options


          6.1  Options.  Stock Options may be granted alone or in
addition to other Awards granted under this Plan.  Each Stock Option granted
under this Plan shall be either an Incentive Stock Option or a Non-Qualified
Stock Option.

          6.2  Grants.  The Committee shall have the authority to grant
to any Participant one or more Incentive Stock Options, Non-Qualified Stock
Options, or both types of Stock Options.  To the extent that any Stock Option
is not an Incentive Stock Option (whether because of its provisions, the time
or manner of its exercise, designation of the Stock Option as other than an
Incentive Stock Option, or otherwise), such Stock Option or the portion
thereof which is not an Incentive Stock Option shall constitute a separate
Non-Qualified Stock Option.  

          6.3  Incentive Stock Options.  Anything in the Plan to the
contrary notwithstanding, no term of this Plan relating to Incentive Stock
Options shall be interpreted, amended or altered, nor shall any discretion or
authority granted under the Plan be so exercised, so as to disqualify the Plan
under section 422 of the Code, or, without the consent of the Participants
affected, to disqualify any Incentive Stock Option under such section 422.

          6.4  Terms of Options.  Options granted under this Plan shall
be subject to the following terms and conditions and shall be in such form and
contain such additional terms and conditions, not inconsistent with the terms
of this Plan, 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 at
the time of grant; provided, however, that if the Stock Option is intended to
be an Incentive Stock Option the option price per share shall not be less than
100% of the Fair Market Value of the Common Stock at grant, and provided
further that with respect to any Stock Options that are intended to be
Incentive Stock Options granted to a Ten Percent Shareholder, the option price
per share shall not be less than 110% of the Fair Market Value at the time of
grant.  
               (b)  Option Term.  The term of each Stock Option shall be
fixed by the Committee; provided, however, that no Option shall be exercisable
more than ten years after the date the Option is granted.  

<PAGE 15>

               (c) Exercisability.  Stock Options shall be exercisable at
such time or times and subject to such terms and conditions as shall be
determined by the Committee at grant; provided, however, that, except as
provided in Subsections (f) and (g) and Article III, unless otherwise
determined by the Committee, the Committee may waive any installment exercise
provisions at any time at or after grant in whole or in part, based on such
factors as the Committee shall determine, in its sole discretion.

               (d) Method of Exercise.  Subject to whatever installment
exercise and waiting period provisions apply under Subsection (c), 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 to be purchased.  Such notice shall be accompanied by payment
in full of the purchase price in such form as the Committee may accept.  If
and to the extent determined by the Committee in its sole discretion at or
after grant, payment in full or in part may also be made in the form of Common
Stock duly owned by the Participant (and for which the Participant has good
title free and clear of any liens and encumbrances) or Restricted Stock, or by
reduction in the number of shares issuable upon such exercise based, in each
case, on the Fair Market Value of the Stock on the last trading date preceding
payment as determined by the Committee (without regard to any forfeiture
restrictions applicable to Restricted Stock).  No shares of Stock shall be
issued until payment, as provided herein, therefor has been made.  A
Participant shall generally have the rights to dividends or other rights of a
shareholder with respect to shares subject to the Option when the optionee has
given written notice of exercise, has paid for such shares as provided herein,
and, if requested, has given the representation described in Section 14.1. 
Notwithstanding the foregoing, if payment in full or in part has been made in
the form of Restricted Stock, an equivalent number of shares of Common Stock
issued on exercise of the Option shall be subject to the same restrictions and
conditions, and during the remainder of the Restriction Period, applicable to
the shares of Restricted Stock surrendered therefor.

               (e) Non-Transferability of Options.  No Stock Option shall
be transferable by the Participant otherwise than by will or by the laws of
descent and distribution, to the extent consistent with the terms of the Plan
and the Option, and all Stock Options shall be exercisable, during the
Participant's lifetime, only by the Participant.

               (f) Termination by Death.  Subject to Subsection (j), if a
Participant's employment by the Company or a Designated Subsidiary terminates
by reason of death, any Stock Option held by such Participant, unless
otherwise determined by the Committee at grant, shall be fully vested and may
thereafter be exercised by the legal representative of the Participant's
estate, until the expiration of the option term of such Stock Option, or such
other period as the Committee may specify at grant.  

               (g) Termination by Reason of Disability.  Subject to
Subsection (j), if a Participant's employment by the Company or a Designated
Subsidiary terminates by reason of Disability, any Stock Option held by such
Participant, unless otherwise determined by the Committee at grant, shall be
fully vested and may thereafter be exercised by the Participant until the
expiration of the stated term of such Stock Option, or such other period as
the Committee may specify at grant; provided, however, that, if the
Participant dies before the Stock Option is exercised, any unexercised Stock
Option held by such Participant shall thereafter be exercisable by the legal
representative of the Participant's estate to the extent to which it was
exercisable at the time of death until the expiration of the option term of 

<PAGE 16>

such Stock Option, or such other period as the Committee may specify at grant.
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 Non-Qualified Stock Option.

               (h) Termination by Reason of Retirement.  Subject to
Subsection (j), if a Participant's employment by the Company or a Designated
Subsidiary terminates by reason of Retirement, any Stock Option held by such
Participant, unless otherwise determined by the Committee at grant, shall be
fully vested and may thereafter be exercised by the Participant until the
expiration of the option term of such Stock Option, or such other period as
the Committee may specify at grant; provided, however, that, if the
Participant dies after retirement but before the Option is exercised, any
unexercised Stock Option held by such Participant shall thereafter be
exercisable by the legal representative of the Participant's estate, to the
extent to which it was exercisable at the time of death, until the expiration
of the option term of such Stock Option, or such other period as the Committee
shall specify at grant.  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 Non-Qualified Stock Option.

               (i) Other Termination.  Unless otherwise determined by the
Committee at or after grant, if a Participant's employment by the Company
terminates for any reason other than death, Disability or Retirement, the
Stock Option shall thereupon terminate, except that such Stock Option may be
exercised for the lesser of three months or the balance of such Stock Option's
term if the Participant is involuntarily terminated by the Company without
cause.

               (j) Incentive Stock Option Limitations.  

                   (1) To the extent that the aggregate Fair Market Value
(determined as of the time of grant) of the Common Stock with respect to which
Incentive Stock Options are exercisable for the first time by the Participant
during any calendar year under the Plan and/or any other stock option plan of
the Company or any subsidiary or parent corporation (within the meaning of
section 425 of the Code) exceeds $100,000, such Options shall be treated as
Options which are not Incentive Stock Options.

                   (2)  Should any of the foregoing provisions not be
necessary in order for the Stock Options to qualify as Incentive Stock
Options, or should any additional provisions be required, the Committee may
amend the Plan accordingly, without the necessity of obtaining the approval of
the shareholders of the Company.

               (k) Buyout and Settlement Provisions.  The Committee may
at any time offer to buy out an Option previously granted, based on such terms
and conditions as the Committee shall establish and communicate to the
Participant at the time that such offer is made.  In addition, if the Option
agreement so provides or is amended after grant and prior to exercise to so
provide (with the Participant's consent), the Committee may require that all
or part of the shares to be issued with respect to the spread value of an
exercised Option take the form of Performance Shares or Restricted Stock,
which shall be valued on the date of exercise on the basis of the Fair Market
Value of such Performance Shares or Restricted Stock determined without regard
to the deferral limitations and/or forfeiture restrictions involved.

<PAGE 17>

          6.5  Reload Options.  Without in any way limiting the authority
of the Committee to make grants hereunder, and in order to induce officers and
other key employees to retain ownership of shares in the Company, the
Committee shall have the authority (but not an obligation) to include within
any option agreement a provision entitling the optionee to a further option (a
"Reload Option") in the event the optionee exercises the option evidenced by
the option agreement, in whole or in part, by surrendering other shares of the
Company in accordance with this Plan and the terms and conditions of the
option agreement.  Any such Reload Option shall be for a number of shares
equal to the number of surrendered shares, shall become exercisable in the
event the purchased shares are held for a minimum period of time established
by the Committee, and shall be subject to such other terms and conditions as
the Committee may determine.

         6.6   Rights as Shareholders.  Unless otherwise determined by
the Committee, a Participant shall not have any right as a shareholder with
respect to any shares subject to his Options until the issuance of stock
certificates to him or her for such shares.  


                           ARTICLE VII

                         Restricted Stock


          7.1  Awards of Restricted Stock.  Shares of Restricted Stock
may be issued either alone or in addition to other Awards granted under the
Plan.  The Committee shall determine the eligible persons to whom, and the
time or times at which, grants of Restricted Stock will be made, the number of
shares to be awarded, the price (if any) to be paid by the recipient (subject
to Section 7.2), the time or times within which such Awards may be subject to
forfeiture, the vesting schedule and rights to acceleration thereof, and all
other terms and conditions of the Awards.  The Committee may condition the
grant of Restricted Stock upon the attainment of specified performance goals
or such other factors as the Committee may determine, in its sole discretion. 
The provisions of Restricted Stock awards need not be the same with respect to
each Participant, and such Awards to individual Participants need not be the
same in subsequent years.

          7.2  Awards and Certificates.  The prospective Participant
selected to receive a Restricted Stock Award shall not have any rights with
respect to such Award, unless and until such Participant has executed an
agreement evidencing the Award and has delivered a fully executed copy thereof
to the Company, and has otherwise complied with the applicable terms and
conditions of such Award.  Further, such Award shall be subject to the
following conditions:

               (a) Purchase Price.  The purchase price for shares of
Restricted Stock shall be determined by the Committee.  
               (b) Acceptance.  Awards of Restricted Stock must be
accepted within a period of 60 days (or such shorter period as the Committee
may specify at grant) after the Award date, by executing a Restricted Stock
Award agreement and by paying whatever price (if any) the Committee has
designated hereunder.

               (c) Legend.  Each Participant receiving a Restricted Stock
Award shall be issued a stock certificate in respect of such shares of
Restricted Stock.  Such certificate shall be registered in the name of such 

<PAGE 18>

Participant, and shall bear an appropriate legend referring to the terms,
conditions, and restrictions applicable to such Award.  

               (d) Custody.  The Committee may require that the stock
certificates evidencing such shares be held in custody by the Company until
the restrictions thereon shall have lapsed, and that, as a condition of any
Restricted Stock Award, the Participant shall have delivered a duly signed
stock power, endorsed in blank, relating to the Stock covered by such Award.

         7.3   Restrictions and Conditions.  The shares of Restricted
Stock awarded pursuant to this Plan shall be subject to the following
restrictions and conditions:

               (a)  Restriction Period.  Subject to the provisions of
this Plan and the Award agreement, during a period set by the Committee
commencing with the date of such Award (the "Restriction Period"), the
Participant shall not be permitted to sell, transfer, pledge or assign shares
of Restricted Stock awarded under this Plan.  Within these limits, the
Committee, in its sole discretion, may provide for the lapse of such
restrictions in installments and may accelerate or waive such restrictions in
whole or in part, based on service, performance and/or such other factors or
criteria as the Committee may determine in its sole discretion.

               (b) Rights as Shareholder.  Except as provided in this
Subsection (b) and Subsection (a) above, the Participant shall have, with
respect to the shares of Restricted Stock, the rights of a holder of shares of
Common Stock of the Company including the right to receive any dividends and
exercise the voting rights of the stock, as determined by the Committee.  The
Committee, in its sole discretion, as determined at the time of Award, may
permit or require the payment of dividends to be deferred.

               (c) Termination of Employment.  Subject to the applicable
provisions of the Award agreement and this Article VII, upon termination of a
Participant's employment with the Company for any reason during the
Restriction Period, including disability, retirement or death, all Restricted
Shares still subject to restriction will vest or be forfeited in accordance
with the terms and conditions established by the Committee at or after grant.

               (d) Hardship.  In the event of hardship or other special
circumstances of a Participant whose employment with the Company or a
Designated Subsidiary is involuntarily terminated (other than for cause), the
Committee may, in its sole discretion, waive in whole or in part any or all
remaining restrictions with respect to such Participant's shares of Restricted
Stock, based on such factors as the Committee may deem appropriate.

               (e) Lapse of Restrictions.  If and when the Restriction
Period expires without a prior forfeiture of the Restricted Stock subject to
such Restriction Period, the certificates for such shares shall be delivered
to the Participant.  All legends shall be removed from said certificates at
the time of delivery to the Participant.


                           ARTICLE VIII

                        Performance Shares


          8.1  Award of Performance Shares.  

<PAGE 19>

               (a) Performance Shares may be awarded either alone or in
addition to other Awards granted under this Plan.  The Committee shall
determine the eligible persons to whom and the time or times at which
Performance Shares shall be awarded, the number of Performance Shares to be
awarded to any person, the duration of the period (the "Performance Period")
during which, and the conditions under which, receipt of the Shares will be
deferred, and the other terms and conditions of the Award in addition to those
set forth in Section 8.2.

               (b) The Committee may condition the grant of Performance
Shares upon the attainment of specified performance goals or such other
factors or criteria as the Committee shall determine, in its sole discretion.

               (c) The provisions of Performance Share Awards need not be
the same with respect to each Participant, and such Awards to individual
Participants need not be the same in subsequent years.

          8.2  Terms and Conditions.  Performance Shares awarded pursuant
to this Article VIII shall be subject to the following terms and conditions:

               (a) Non-Transferability.  Subject to the provisions of
this Plan and the Award agreement referred to in Subsection (f) below,
Performance Share Awards may not be sold, assigned, transferred, pledged or
otherwise encumbered during the Performance Period.  At the expiration of the
Performance Period, share certificates or cash of an equivalent value (as the
Committee may determine in its sole discretion) shall be delivered to the
Participant, or the Participant's legal representative, in a number equal to
the shares covered by the Performance Share Award.

               (b) Rights as Shareholder.  Except as provided in this
Subsection (b) and Subsection (a) above, the Participant shall have, with
respect to the shares of stock covered by a Performance Share Award, the
rights of a holder of shares of Common Stock of the Company including the
right to receive any dividends and exercise the voting rights of the stock, as
determined by the Committee.  The Committee, in its sole discretion, as
determined at the time of Award, may permit or require the payment of
dividends to be deferred.

               (c) Termination of Employment.  Subject to the provisions
of the Award agreement and this Article VIII, upon termination of a
Participant's employment with the Company for any reason during the
Performance Period for a given Award, any Performance Shares previously
awarded to the Participant which are not vested will vest or be forfeited in
accordance with the terms and conditions established by the Committee at or
after grant.

               (d) Accelerated Vesting.  Based on service, performance
and/or such other factors or criteria as the Committee may determine, the
Committee may, at or after grant, accelerate the vesting of all or any part of
any Performance Share Award and/or waive the deferral limitations for all or
any part of such Award.

               (e) Hardship.  In the event of hardship or other special
circumstances of a Participant whose employment with the Company or a
Designated Subsidiary is involuntarily terminated other than for cause, the
Committee may, in its sole discretion, based on such factors as the Committee
may deem appropriate, waive in whole or in part any or all of the remaining
deferral limitations imposed hereunder with respect to any or all of the 

<PAGE 20>

Participant's Performance Shares, based on such factors as the Committee deems
appropriate.

               (f) Agreement.  Each Award shall be confirmed by, and
subject to the terms of, a Performance Share agreement executed by the Company
and the Participant.


                            ARTICLE IX

                        Performance Units


         9.1   Award of Performance Units.  

               (a) Performance Units may be awarded either alone or in
addition to other Awards granted under this Plan.  The Committee shall
determine the eligible persons to whom and the time or times at which
Performance Units shall be awarded, the number of Performance Units to be
awarded to any person, the duration of the period (the "Performance Cycle")
during which, and the conditions under which, a Participant's right to
Performance Units will be vested, the ability of Participants to defer the
receipt of payment of such Units, and the other terms and conditions of the
Award in addition to those set forth in Section 9.2.

               (b) The Committee may condition the vesting of Performance
Units upon the attainment of specified performance goals or such other factors
or criteria as the Committee shall determine, in its sole discretion.

               (c) The provisions of Performance Unit Awards need not be
the same with respect to each Participant, and such Awards to individual
Participants need not be the same in subsequent years.

          9.2  Terms and Conditions.  The Performance Units awarded
pursuant to this Article IX shall be subject to the following terms and
conditions:

               (a) Non-Transferability.  Subject to the provisions of
this Plan and the Award agreement referred to in Subsection (g) below,
Performance Unit Awards may not be sold, assigned, transferred, pledged or
otherwise encumbered.

               (b) Vesting.  At the expiration of the Performance Cycle,
the Committee shall determine the extent to which the performance goals have
been achieved, and the percentage of the Performance Units of each Participant
that have vested.

               (c) Payment.  Subject to the provisions of this Plan and
the Award agreement referred to in Subsection (g) below, the vested
Performance Units shall be paid to the Participant or the Participant's legal
representative as soon as practicable after the end of a Performance Cycle. 
Payment may be made in cash, shares of Common Stock or a combination of both,
as determined by the Committee, in its sole discretion.

               (d) Termination of Employment.  Subject to the provisions
of the Award agreement and this Article IX, upon termination of a
Participant's employment with the Company for any reason during the
Performance Cycle for a given Award, the Performance Units in question will 

<PAGE 21>

vest or be forfeited in accordance with the terms and conditions established
by the Committee at or after grant.

               (e) Accelerated Vesting.  Based on service, performance
and/or such other factors or criteria as the Committee may determine, the
Committee may, at or after grant, accelerate the vesting of all or any part of
any Performance Unit Award and/or waive the deferral limitations for all or
any part of such Award.

               (f) Hardship.  In the event of hardship or other special
circumstances of a Participant whose employment with the Company or a
Designated Subsidiary is involuntarily terminated (other than for cause), the
Committee may, in its sole discretion, based on such factors as the Committee
may deem appropriate, waive in whole or in part any or all of the remaining
deferral limitations imposed hereunder with respect to any or all of the
Participant's Performance Units, based on such factors as the Committee deems
appropriate.

               (g) Agreement.  Each Award shall be confirmed by, and
subject to the terms of, a Performance Unit agreement executed by the Company
and the Participant.


                            ARTICLE X

                     Other Stock-Based Awards


         10.1  Other Awards.  Other Awards of Common Stock and other
Awards that are valued in whole or in part by reference to, or are payable in
or otherwise based on, Common Stock ("Other Stock-Based Awards"), including,
without limitation, Awards valued by reference to subsidiary performance, may
be granted either alone or in addition to or in tandem with Stock Options,
Restricted Stock, Performance Shares or Performance Units.  Subject to the
provisions of this Plan, the Committee shall have authority to determine the
persons to whom and the time or times at which such Awards shall be made, the
number of shares of Common Stock to be awarded pursuant to such Awards, and
all other conditions of the Awards.  The Committee may also provide for the
grant of Common Stock under such Awards upon the completion of a specified
performance period.  The provisions of Other Stock-Based Awards need not be
the same with respect to each Participant and such Awards to individual
Participants need not be the same in subsequent years.

         10.2  Terms and Conditions.  Other Stock-Based Awards made
pursuant to this Article X shall be subject to the following terms and
conditions:

               (a) Non-Transferability.  Subject to the provisions of
this Plan and the Award agreement referred to in Subsection (e) below, shares
of Common Stock subject to Awards made under this Article X may not be sold,
assigned, transferred, pledged or otherwise encumbered prior to the date on
which the shares are issued, or, if later, the date on which any applicable
restriction, performance or deferral period lapses.

               (b) Dividends.  Unless otherwise determined by the
Committee at the time of Award, subject to the provisions of this Plan and the
Award agreement, the recipient of an Award under this Article X shall be
entitled to receive, currently or on a deferred basis, dividends or dividend 

<PAGE 22>

equivalents with respect to the number of shares of Common Stock covered by
the Award, as determined at the time of the Award by the Committee, in its
sole discretion.

               (c) Vesting.  Any Award under this Article X and any
Common Stock covered by any such Award shall vest or be forfeited to the
extent so provided in the Award agreement, as determined by the Committee, in
its sole discretion.

               (d)  Waiver of Limitation.  In the event of the
Participant's Retirement, Disability or death, or in cases of special
circumstances, the Committee may, in its sole discretion, waive in whole or in
part any or all of the limitations imposed hereunder (if any) with respect to
any or all of an Award under this Article X.  

               (e) Agreement.  Each Award under this Article X shall be
confirmed by, and subject to the terms of an agreement or other instrument
executed by the Company and the Participant.

               (f) Price.  Common Stock issued on a bonus basis under
this Article X may be issued for no cash consideration; Common Stock purchased
pursuant to a purchase right awarded under this Article X shall be priced as
determined by the Committee.


                            ARTICLE XI

               Termination or Amendment of the Plan


         11.1  Termination or Amendment.  

               (a) The Board may at any time amend, discontinue or
terminate this Plan or any part thereof (including any amendment deemed
necessary to ensure that the Company may comply with any regulatory
requirement referred to in Article XIII); provided, however, that, unless
otherwise required by law, the rights of a Participant with respect to Options
or other Awards granted prior to such amendment, discontinuance or
termination, may not be impaired without the consent of such Participant and,
provided further, without the approval of the Company's stockholders, no
amendment may be made which would (i) increase the aggregate number of shares
of Common Stock that may be issued under this Plan (except by operation of
Section 4.2); (ii) change the definition of employees eligible to receive
Stock Awards under this Plan; (iii) decrease the option price of any Stock
Option to less than 100% of the Fair Market Value on the date of grant for a
Stock Option intended to be an Incentive Stock Option; or (iv) extend the
maximum option period under Section 6.4 of the Plan.

               (b) The Committee may amend the terms of any Stock Option
or other Award theretofore granted, prospectively or retroactively, but,
subject to Article IV above, no such amendment or other action by the
Committee shall impair the rights of any holder without the holder's consent. 
The Committee may also substitute new Stock Options for previously granted
Stock Options having higher option exercise prices.
<PAGE 23>

                           ARTICLE XII

                          Unfunded Plan


         12.1  Unfunded Status of Plan.  This Plan is intended to
constitute an "unfunded" plan for incentive and deferred compensation.  With
respect to any payment not yet made to a Participant by the Company, nothing
contained herein shall give any such Participant any rights that are greater
than those of a general creditor of the Company.


                           ARTICLE XIII

                        General Provisions


         13.1  Legend.  The Committee may require each person purchasing
shares pursuant to a Stock Option or other Award under the Plan to represent
to and agree with the Company in writing that the Participant is acquiring the
shares without a view to distribution thereof.  In addition to any legend
required by this Plan, the certificates for such shares may include any legend
which the Committee deems appropriate to reflect any restrictions on transfer.

         All certificates for shares of Common Stock delivered under the
Plan shall be subject to such stock transfer orders and other restrictions as
the Committee may deem advisable under the rules, regulations and other
requirements of the Securities and Exchange Commission, any stock exchange
upon which the Stock is then listed, any applicable Federal or state
securities law, and any applicable corporate law, and the Committee may cause
a legend or legends to be put on any such certificates to make appropriate
reference to such restrictions.

         13.2  Other Plans.  Nothing contained in this Plan shall prevent
the Board from adopting other or additional compensation arrangements, subject
to shareholder approval if such approval is required; and such arrangements
may be either generally applicable or applicable only in specific cases.

         13.3  No Right to Employment.  Neither this Plan nor the grant
of any Option or other Award hereunder shall give any Participant or other
employee any right with respect to continuance of employment by the Company or
any subsidiary, nor shall there be a limitation in any way on the right of the
Company or any subsidiary by which an employee is employed to terminate his
employment at any time.

         13.4  Withholding of Taxes.  The Company shall have the right to
deduct from any payment to be made pursuant to this Plan, or to otherwise
require, prior to the issuance or delivery of any shares of Common Stock or
the payment of any cash hereunder, payment by the Participant of any Federal,
state or local taxes required by law to be withheld.  The Committee may permit
any such withholding obligation to be satisfied by reducing the number of
shares of Common Stock otherwise deliverable.  A person required to file
reports under section 16(a) of the Securities Act of 1933 with respect to
securities of the Company may elect to have a sufficient number of shares of
Common Stock withheld to fulfill such tax obligations (hereinafter a
"Withholding Election") only if the election complies with the following
conditions: (a) the Withholding Election shall be subject to the disapproval
of the Committee and (b) the Withholding Election is made (i) during the 

<PAGE 24>

period beginning on the third business day following the date of release for
publication of the quarterly or annual summary statements of sales and
earnings of the Company and ending on the twelfth business day following such
date, (ii) six months before the Stock Award becomes taxable, or (iii) during
any other period in which a Withholding Election may be made under the
provisions of rule 16b-3 promulgated pursuant to the Act.  Any fraction of a
share of Common Stock required to satisfy such tax obligations shall be
disregarded and the amount due shall be paid instead in cash to the
Participant.

         13.5  No Assignment of Benefits.  No Option, Award or other
benefit payable under this Plan shall, except as otherwise specifically
required by law, be subject in any manner to anticipation, alienation, 
attachment, sale, transfer, assignment, pledge, encumbrance or charge, and any
attempt to anticipate, alienate, attach, sell, transfer, assign, pledge,
encumber or charge any such benefit shall be void, and any such benefit shall
not in any manner be liable for or subject to the debts, contracts,
liabilities, engagements or torts of any person who shall be entitled to such
benefit, nor shall it be subject to attachment or legal process for or against
such person.

         13.6  Listing and Other Conditions.

               (a) As long as the Common Stock is listed on national
securities exchange or system sponsored by a national securities association,
the issue of any shares of Common Stock pursuant to an Option or other Award
shall be conditioned upon such shares being listed on such exchange or system. 
The Company shall have no obligation to issue such shares unless and until
such shares are so listed, and the right to exercise any Option or other Award
with respect to such shares shall be suspended until such listing has been
effected.

               (b) If at any time counsel to the Company shall be of the
opinion that any sale or delivery of shares of Common Stock pursuant to an
Option or other Award is or may in the circumstances be unlawful or result in
the imposition of excise taxes under the statutes, rules or regulations of any
applicable jurisdiction, the Company shall have no obligation to make such
sale or delivery, or to make any application or to effect or to maintain any
qualification or registration under the Securities Act of 1933, as amended, or
otherwise with respect to shares of Common Stock or Awards, and the right to
exercise any Option or other Award shall be suspended until, in the opinion of
said counsel, such sale or delivery shall be lawful.

               (c) Upon termination of any period of suspension under
this Section 13.6, any Award affected by such suspension which shall not then
have expired or terminated shall be reinstated as to all shares available
before such suspension and as to shares which would otherwise have become
available during the period of such suspension, but no such suspension shall
extend the term of any Option.

         13.7  Governing Law.  This Plan and actions taken in connection
herewith shall be governed and construed in accordance with the laws of the
State of Delaware (regardless of the law that might otherwise govern under
applicable Delaware principles of conflict of laws).

         13.8  Construction.  Wherever any words are used in this Plan in
the masculine gender they shall be construed as though they were also used in
the feminine gender in all cases where they would so apply, and wherever any 

<PAGE 25>

words are used herein in the singular form they shall be construed as though
they were also used in the plural form in all cases where they would so apply.

         13.9  Indemnification.  Each member of the Committee or director
of the Company shall be indemnified and held harmless by the Company against
and with respect to all damages, losses, obligations, liabilities, liens,
deficiencies, costs and expenses, including without limitation, reasonable
attorney's fees and other costs incident to any suit, action, investigation,
claim or proceedings to which he may be a party by reason of his performance
of administrative functions and duties under the Plan.  The foregoing right to
indemnification shall be in addition to such other rights as the Committee
member or other person may enjoy as a matter of law or by reason of insurance
coverage of any kind.  Rights granted hereunder shall be in addition to and
not in lieu of any rights to indemnification to which the Committee member or
other person may be entitled pursuant to the by-laws of the Company.  

         13.10 Other Benefits.  No Award payment under this Plan shall be
deemed compensation for purposes of computing benefits under any retirement
plan of the Company or its subsidiaries nor affect any benefits under any
other benefit plan now or subsequently in effect under which the availability
or amount of benefits is related to the level of compensation.

         13.11 Costs.  The Company shall bear all expenses incurred in
administering this Plan, including expenses of issuing Common Stock pursuant
to any Awards hereunder.


                           ARTICLE XIV

                      Effective Date of Plan


         The Plan shall be effective as of the later of (a) approval by the
shareholders of the Company or (b) the date on which shares of the Company's
stock are listed on a national securities exchange or system.


                            ARTICLE XV

                       Termination of Plan


         No Option, Restricted Stock, Performance Share, Performance Unit
or Other Stock-Based Award shall be offered, sold, issued or otherwise made
available after May 16, 2000.  Options granted on or before such date shall be
exercisable after such date.  <PAGE>
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Registration No. 333-        

   ____________________________________________________________

                SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
   ___________________________________________________________

                             FORM S-8
     Registration Statement Under The Securities Act of 1933
          ______________________________________________

                       BHC FINANCIAL, INC.
          ______________________________________________
      (Exact name of registrant as specified in its charter)

         Delaware                          23-2264646
(State or other jurisdiction of   (I.R.S. Employer Identification No.)
incorporation or organization)

Twelve Hundred, One Commerce Square
        2005 Market Street
    Philadelphia, Pennsylvania                           19103-3212   
(Address of Principal Executive Offices)                 (Zip Code)

                       BHC Financial, Inc.
                     Long Term Incentive Plan  
                     (Full title of the plan)

                        Lawrence E. Donato
   Senior Vice President, Chief Financial Officer and Treasurer
                       BHC Financial, Inc.
                          Twelve Hundred
                       One Commerce Square
                        2005 Market Street
              Philadelphia, Pennsylvania 19103-3212        
             (Name and address of agent for service)

                               (215) 636-3000                               
  (Telephone number, including area code, of agent for service)

                        with a copy to:
                      Rhonda R. Cohen, Esq.
                Ballard Spahr Andrews & Ingersoll
                  1735 Market Street, 51st Floor
                 Philadelphia, Pennsylvania 19103
                          (215) 665-8500
CALCULATION OF REGISTRATION FEE
Title of       Amount to     Proposed Maximum Proposed Maximum Amount of
Securities to  be Registered Offering Price   Aggregrate       Registration
be Registered                Per Share        Offering Price   Fee

Common Stock,   
par value 
$.001 per 
share          464,353       $15.625(1)       $7,255,516(1)    $2,268
(1) Estimated solely for the purpose of calculating the registration fee. 
    In accordance with Rule 457(c), the price shown is based upon the
    average of the high and low price of BHC Financial, Inc. Common Stock on
    October 28, 1996, $15.625, as reported on the Nasdaq National Market
    System.
Part I and Items 3-7 of BHC Financial, Inc.'s Registration Statement on Form
S-8 (File No. 33-76936) are incorporated by reference herein pursuant to
Instruction E of Form S-8.
Item 8.  Exhibits.

    Exhibit Number
5    Opinion of Ballard Spahr Andrews & Ingersoll

    23.1 Consent of Coopers & Lybrand

    23.2 Consent of Ballard Spahr Andrews & Ingersoll (included in Exhibit
         5)

    24   Power of Attorney (included on signature page)

    99   BHC Financial, Inc. Long Term Incentive Plan, as amended.
Item 9.  Undertakings.

      A. The Company hereby undertakes: 

         (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement: (i) to
include any prospectus required by Section 10(a)(3) of the Securities Act of
1933; (ii) to reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement.  Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective registration
statement; and (iii) to include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
provided, however, that clauses (i) and (ii) above do not apply if the
registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Company 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 of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, 
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

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

      B. The Company hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, 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 therein, 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 of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company 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 Company 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 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 Philadelphia, Commonwealth of
Pennsylvania, on
October 16, 1996.

                        BHC FINANCIAL, INC.

                        By:  /s/ William T. Spane, Jr.                
                             William T. Spane, Jr.
                             Chairman, Chief Executive Officer
                               and President

                        POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints, WILLIAM T. SPANE, JR. and LAWRENCE E.
DONATO and each of them, as true and lawful attorneys-in-fact and agents with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any or 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, granting unto said attorneys-in-
fact and agents full power and authority to do and be done in connection with
the above premises, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents or their or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.

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

Signature                    Title                         Date

/s/ William T. Spane, Jr.Chairman, Chief Executive     October 16, 1996
William T. Spane, Jr.    Officer, President and Director
                         (Principal executive officer)

/s/ Lawrence E. Donato  Senior Vice President,         October 16, 1996
Lawrence E. Donato      Chief Financial Officer,
                        Treasurer and Director
                        (Principal financial and
                        accounting officer)
Signature              Title                    Date

/s/ Robert T. Arnold        Director                 October 16, 1996
Robert T. Arnold

/s/ Vincent G. Bell, Jr.    Director                  October 16, 1996
Vincent G. Bell, Jr.

/s/ Richard L. Bunn         Director                  October 16, 1996
Richard L. Bunn

Carroll H. Crouch, Jr.      Director                  October 16, 1996

    
/s/ George L.  Denton, Jr.   Director                  October 16, 1996
George L. Denton, Jr.

/s/ John W.Saunders, Jr.     Director                  October 16, 1996
John W. Saunders, Jr.
EXHIBIT INDEX
Exhibit
Number                  Description
5   Opinion of Ballard Spahr Andrews & Ingersoll

23.1     Consent of Coopers & Lybrand

23.2     Consent of Ballard Spahr Andrews & Ingersoll (included in Exhibit 5)

24  Power of Attorney (included on signature page)

99  BHC Financial, Inc. Long Term Incentive Plan, as amended
Exhibit 5

  [LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL APPEARS HERE]

                                  October 28, 1996

BHC Financial, Inc.
One Commerce Square
2005 Market Street
Philadelphia, PA 19103-3212

         Re:  Long Term Incentive Plan

Gentlemen:

         We have acted as counsel to BHC Financial, Inc. (the "Company") in
connection with the registration under the Securities Act of 1933, as amended,
of an additional 464,353 shares of common stock of the Company, par value
$.001 per share (the "Shares"), issuable upon the exercise of options or the
vesting of awards granted under the Company's Long Term Incentive Plan (the
"Incentive Plan").

         The opinion expressed below is based on the assumption that the
Registration Statement on Form S-8 with respect to the Shares issuable upon
the exercise of options or the vesting of awards under the Incentive Plan will
have been filed by the Company with the Securities and Exchange Commission and
will have become effective before any of the Shares are issued and that the
persons acquiring the Shares will receive a prospectus containing all of the
information required by Part I of Form S-8 before acquiring such Shares.

         In rendering our opinion, we have reviewed such certificates,
documents, corporate records and other instruments as in our judgment are
necessary or appropriate to enable us to render the opinion expressed below. 
In giving this opinion, we are assuming the authenticity of all instruments
presented to us as originals, the conformity with the originals of all
instruments presented to us as copies and the genuineness of all signatures.

         Based on the foregoing, we are of the opinion that the 464,353
Shares, when issued upon exercise of options or the vesting of awards granted
or to be granted under the Incentive Plan, in accordance with the terms
thereof, will be legally issued, fully paid and non-assessable.

         We consent to the filing of this opinion as Exhibit 5 to the
Registration Statement on Form S-8 being filed with respect to the offering of
the Shares.

                             Very truly yours,

                             /s/ Ballard Spahr Andrews & Ingersoll
Exhibit 23.1

      [LETTERHEAD OF COOPERS & LYBRAND L.L.P. APPEARS HERE]

                CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this registration statement of
BHC Financial, Inc. on Form S-8 of our report dated February 5, 1996, except
to Note 6 as to which the date is March 15, 1996 on our audits of the
consolidated financial statements and financial statement schedules of BHC
Financial, Inc. as of December 31, 1995 and 1994, and for the years ended
December 31, 1995, 1994, and 1993, which report is incorporated by reference
in this registration statement.

                                       /s/ Coopers & Lybrand L.L.P.

Coopers & Lybrand L.L.P.
Philadelphia, Pennsylvania
October 28, 1996
Exhibit 99

                       BHC FINANCIAL, INC.

                     LONG TERM INCENTIVE PLAN
                      (as amended May 1995)

                            ARTICLE I

                             Purpose

         The purpose of this Long Term Incentive Plan (the "Plan") is to
enable BHC Financial, Inc. to offer key employees of the Company and
Designated Subsidiaries (defined below) performance-based stock incentives and
other equity interests in the Company and other incentive awards, in order to
attract, retain, and reward such key employees, and strengthening the
mutuality of interests between key employees and the Company's shareholders.

                            ARTICLE II

                           Definitions

         For purposes of this Plan, the following terms shall have the
following meanings:

         "Award" shall mean any award under this Plan of any Stock Option,
Reload Option, Restricted Stock, Performance Shares, Performance Units or
Other Stock-Based Award.

         "Board" shall mean the Board of Directors of the Company.

         "Code" shall mean the Internal Revenue Code of 1986, as amended.

         "Committee" shall mean a committee of the Board consisting of two
or more Directors, each of whom is a Disinterested Person.  

         "Common Stock" means the Common Stock, $.001 par value per share,
of the Company.

         "Company" means BHC Financial, Inc., and any successor thereto.  

         "Designated Subsidiary" shall mean a subsidiary of the Company as
designated from time to time by the Board, 80 percent or more of the voting
capital stock of which is owned, directly or indirectly, by the Company.  

         "Disability" shall mean Total Disability as defined in the
Company's long term disability plan.

         "Disinterested Person" shall have the meaning set forth in rule
16b-3(d)(3) as promulgated by the Securities and Exchange Commission under the
Securities Exchange Act of 1934, or any successor definition adopted by the
Commission.
"Fair Market Value" for purposes of this Plan, unless otherwise
required by any applicable provision of the Code or any regulations issued
thereunder, shall mean, as of any date, the mean between the high and low
sales prices of a share of Common Stock as reported for exchange, quoted on an
automated quotation system sponsored by a national securities association.

         "Incentive Stock Option" shall mean any Stock Option awarded under
this Plan intended to be and designated as an "Incentive Stock Option" within
the meaning of section 422 of the Code.

         "Non-Qualified Stock Option" shall mean any Stock Option awarded
under this Plan that is not an Incentive Stock Option.

         "Other Stock-Based Award" shall mean an Award under Article XI of
this Plan that is valued in whole or in part by reference to, or is payable in
or otherwise based on, Common Stock.

         "Participant" shall mean an employee to whom an Award has been
made pursuant to this Plan.

         "Performance Cycle" shall have the meaning set forth in Section
9.1.

         "Performance Period" shall have the meaning set forth in Section
8.1.

         "Performance Share" shall mean an Award made pursuant to Article
VIII of this Plan of the right to receive Common Stock or cash of an
equivalent value at the end of a specified Performance Period.

         "Performance Unit" shall mean an Award of the right to receive a
fixed dollar amount equal to the increase in the price of Common Stock over a
specified base amount, payable in cash or Common Stock or a combination of
both, pursuant to Article IX of the Plan.  

         "Plan" shall mean BHC Financial, Inc. Long Term Incentive Plan, as
set forth herein.  

         "Reload Option" shall have the meaning set forth in Section 6.5.

         "Restricted Stock" shall mean an Award of shares of Common Stock
under this Plan that is subject to restrictions under Article VII.

         "Restriction Period" shall have the meaning set forth in Section
7.3(a).

         "Retirement" shall mean termination of employment by an employee
who is at least 55 years of age after at least 5 years of employment by the
Company and/or a Designated Subsidiary.

         "Stock Option" or "Option" shall mean any option to purchase
shares of Common Stock (including Restricted Stock and Performance Shares, if
the Committee so determines) granted pursuant to Article VI.  

         "Ten Percent Shareholder" means a person who at the time of grant
owns, either directly or within the meaning of the attribution rules contained
in section 425(d) of the Code, stock possessing more than 10% of the total
combined voting power of all classes of stock of his or her employer
corporation or of its parent or subsidiary corporations, as defined
respectively in sections 425(e) and (f) of the Code, but only to the extent
that the employer corporation is the Company or a Designated Subsidiary.  

         "Termination of employment" shall mean a termination of service
for reasons other than a military or personal leave of absence granted by the
Company.

         "Withholding Election" shall have the meaning set forth in Section
13.4.

                           ARTICLE III

                          Administration

          3.1  The Committee.  The Plan shall be administered and
interpreted by the Committee.

          3.2  Grant of Awards.  The Committee shall have the authority: 

               (a) to grant, pursuant to the terms of this Plan, to
officers and other key employees eligible under Article V, (1)  Stock Options,
(2) Restricted Stock, (3) Performance Shares, (4) Performance Units, and
(5) Other Stock-Based Awards; 

               (b) to select the officers and other key employees of the
Company to whom Stock Options, Restricted Stock, Performance Shares,
Performance Units and Other Stock-Based Awards may from time to time be
granted hereunder;

               (c) to determine whether and to what extent Incentive
Stock Options, Non-Qualified Stock Options, Restricted Stock, Performance
Shares, Performance Units and Other Stock-Based Awards, or any combination
thereof, are to be granted hereunder to one or more eligible employees;

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

               (e) to determine the terms and conditions, not
inconsistent with the terms of this Plan, of any Award granted hereunder
(including, but not limited to, the share price, any restriction or
limitation, any vesting schedule or acceleration thereof, or any forfeiture
restrictions or waiver thereof, regarding any Stock Option or other Award and
the shares of Common Stock relating thereto, based on such factors as the
Committee shall determine, in its sole discretion);

               (f) to determine whether, to what extent and under what
circumstances grants of Options and other Awards under this Plan are to
operate on a tandem basis and/or in conjunction with or apart from other cash
awards made by the Company outside of this Plan;

               (g) to determine whether and under what circumstances a
Stock Option may be settled in cash, stock, and/or Restricted Stock under
Section 6.4(k); and

               (h) to determine whether, to what extent and under what
circumstances Common Stock and other amounts payable with respect to an Award
under this Plan shall be deferred either automatically or at the election of
the Participant.

          3.3  Guidelines.   Subject to Article XI hereof, the Committee
shall have the authority to adopt, alter and repeal such administrative rules,
guidelines and practices governing this Plan as it shall, from time to time,
deem advisable; to interpret the terms and provisions of this Plan and any
Award issued under this Plan (and any agreements relating thereto); and to
otherwise supervise the administration of this Plan.  The Committee may
correct any defect, supply any omission or reconcile any inconsistency in this
Plan or in any Award granted in the manner and to the extent it shall deem
necessary to carry this Plan into effect.  

          3.4  Decisions Final.  Any decision, interpretation or other
action made or taken in good faith by the Committee arising out of or in
connection with the Plan shall be final, binding and conclusive on the Company
and all employees and their respective heirs, executors, administrators,
successors and assigns.

                            ARTICLE IV

                         Share Limitation

          4.1  Shares.  The maximum aggregate number of shares of Common
Stock which may be issued under this Plan shall not exceed 750,000 shares,
subject to any increase or decrease pursuant to Section 4.2.  The shares
issued under the Plan may be either authorized and unissued Common Stock or
issued Common Stock reacquired by the Company.  If any Option granted under
this Plan shall expire, terminate or be cancelled for any reason without
having been exercised in full, the number of unpurchased shares shall again be
available for the purposes of the Plan; provided, however, that if such
expired, terminated or cancelled Option shall have been issued in conjunction
with another Award, none of such unpurchased shares shall again become
available for purposes of this Plan to the extent that the related Award
granted under this Plan is exercised.  If an Option is exercised using Common
Stock already owned by the Participant exercising the Option, the number of
shares that shall be treated as issued under the Plan shall be (a) the number
of shares issued minus (b) the number of shares exchanged in satisfaction of
the Option Price, and the number of shares so exchanged shall be added to the
total number of shares of Common Stock available under the Plan.  Further, if
any shares of Common Stock granted hereunder are forfeited or such Award
otherwise terminates without the delivery of such shares upon the lapse of
restrictions, the shares subject to such grant, to the extent of such
forfeiture or termination, shall again be available under this Plan.

          4.2  Changes.  In the event of any merger, reorganization,
consolidation, recapitalization, dividend (other than a dividend or its
equivalent which is credited to a Plan Participant or a regular cash
dividend), stock split, or other change in corporate structure affecting the
Common Stock, a corresponding substitution or adjustment shall be made in the
maximum aggregate number of shares which may be issued under this Plan, in the
number and option price of shares subject to outstanding Options granted under
this Plan, and in the number of shares subject to other outstanding Awards
(including but not limited to Awards of Restricted Stock, Performance Shares,
Performance Units and Other Stock-Based Awards) granted under this Plan, as
may be determined to be appropriate by the Committee, in its sole discretion,
provided that the number of shares subject to any Award shall always be a
whole number.

                            ARTICLE V

                           Eligibility

          5.1  Senior officers, senior management, and key employees of
the Company and its Designated Subsidiaries are eligible to be granted Options
and other Awards under this Plan.  Eligibility under this Plan shall be
determined by the Committee.

                            ARTICLE VI

                          Stock Options

          6.1  Options.  Stock Options may be granted alone or in
addition to other Awards granted under this Plan.  Each Stock Option granted
under this Plan shall be either an Incentive Stock Option or a Non-Qualified
Stock Option.

          6.2  Grants.  The Committee shall have the authority to grant
to any Participant one or more Incentive Stock Options, Non-Qualified Stock
Options, or both types of Stock Options.  To the extent that any Stock Option
is not an Incentive Stock Option (whether because of its provisions, the time
or manner of its exercise, designation of the Stock Option as other than an
Incentive Stock Option, or otherwise), such Stock Option or the portion
thereof which is not an Incentive Stock Option shall constitute a separate
Non-Qualified Stock Option.  

          6.3  Incentive Stock Options.  Anything in the Plan to the
contrary notwithstanding, no term of this Plan relating to Incentive Stock
Options shall be interpreted, amended or altered, nor shall any discretion or
authority granted under the Plan be so exercised, so as to disqualify the Plan
under section 422 of the Code, or, without the consent of the Participants
affected, to disqualify any Incentive Stock Option under such section 422.

          6.4  Terms of Options.  Options granted under this Plan shall
be subject to the following terms and conditions and shall be in such form and
contain such additional terms and conditions, not inconsistent with the terms
of this Plan, 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 at
the time of grant; provided, however, that if the Stock Option is intended to
be an Incentive Stock Option the option price per share shall not be less than
100% of the Fair Market Value of the Common Stock at grant, and provided
further that with respect to any Stock Options that are intended to be
Incentive Stock Options granted to a Ten Percent Shareholder, the option price
per share shall not be less than 110% of the Fair Market Value at the time of
grant.  
               (b)  Option Term.  The term of each Stock Option shall be
fixed by the Committee; provided, however, that no Option shall be exercisable
more than ten years after the date the Option is granted.
(c) Exercisability.  Stock Options shall be exercisable at
such time or times and subject to such terms and conditions as shall be
determined by the Committee at grant; provided, however, that, except as
provided in Subsections (f) and (g) and Article III, unless otherwise
determined by the Committee, the Committee may waive any installment exercise
provisions at any time at or after grant in whole or in part, based on such
factors as the Committee shall determine, in its sole discretion.

               (d) Method of Exercise.  Subject to whatever installment
exercise and waiting period provisions apply under Subsection (c), 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 to be purchased.  Such notice shall be accompanied by payment
in full of the purchase price in such form as the Committee may accept.  If
and to the extent determined by the Committee in its sole discretion at or
after grant, payment in full or in part may also be made in the form of Common
Stock duly owned by the Participant (and for which the Participant has good
title free and clear of any liens and encumbrances) or Restricted Stock, or by
reduction in the number of shares issuable upon such exercise based, in each
case, on the Fair Market Value of the Stock on the last trading date preceding
payment as determined by the Committee (without regard to any forfeiture
restrictions applicable to Restricted Stock).  No shares of Stock shall be
issued until payment, as provided herein, therefor has been made.  A
Participant shall generally have the rights to dividends or other rights of a
shareholder with respect to shares subject to the Option when the optionee has
given written notice of exercise, has paid for such shares as provided herein,
and, if requested, has given the representation described in Section 14.1. 
Notwithstanding the foregoing, if payment in full or in part has been made in
the form of Restricted Stock, an equivalent number of shares of Common Stock
issued on exercise of the Option shall be subject to the same restrictions and
conditions, and during the remainder of the Restriction Period, applicable to
the shares of Restricted Stock surrendered therefor.

               (e) Non-Transferability of Options.  No Stock Option shall
be transferable by the Participant otherwise than by will or by the laws of
descent and distribution, to the extent consistent with the terms of the Plan
and the Option, and all Stock Options shall be exercisable, during the
Participant's lifetime, only by the Participant.

               (f) Termination by Death.  Subject to Subsection (j), if a
Participant's employment by the Company or a Designated Subsidiary terminates
by reason of death, any Stock Option held by such Participant, unless
otherwise determined by the Committee at grant, shall be fully vested and may
thereafter be exercised by the legal representative of the Participant's
estate, until the expiration of the option term of such Stock Option, or such
other period as the Committee may specify at grant.  

               (g) Termination by Reason of Disability.  Subject to
Subsection (j), if a Participant's employment by the Company or a Designated
Subsidiary terminates by reason of Disability, any Stock Option held by such
Participant, unless otherwise determined by the Committee at grant, shall be
fully vested and may thereafter be exercised by the Participant until the
expiration of the stated term of such Stock Option, or such other period as
the Committee may specify at grant; provided, however, that, if the
Participant dies before the Stock Option is exercised, any unexercised Stock
Option held by such Participant shall thereafter be exercisable by the legal
representative of the Participant's estate to the extent to which it was
exercisable at the time of death until the expiration of the option term of
such Stock Option, or such other period as the Committee may specify at grant.
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 Non-Qualified Stock Option.

               (h) Termination by Reason of Retirement.  Subject to
Subsection (j), if a Participant's employment by the Company or a Designated
Subsidiary terminates by reason of Retirement, any Stock Option held by such
Participant, unless otherwise determined by the Committee at grant, shall be
fully vested and may thereafter be exercised by the Participant until the
expiration of the option term of such Stock Option, or such other period as
the Committee may specify at grant; provided, however, that, if the
Participant dies after retirement but before the Option is exercised, any
unexercised Stock Option held by such Participant shall thereafter be
exercisable by the legal representative of the Participant's estate, to the
extent to which it was exercisable at the time of death, until the expiration
of the option term of such Stock Option, or such other period as the Committee
shall specify at grant.  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 Non-Qualified Stock Option.

               (i) Other Termination.  Unless otherwise determined by the
Committee at or after grant, if a Participant's employment by the Company
terminates for any reason other than death, Disability or Retirement, the
Stock Option shall thereupon terminate, except that such Stock Option may be
exercised for the lesser of three months or the balance of such Stock Option's
term if the Participant is involuntarily terminated by the Company without
cause.

               (j) Incentive Stock Option Limitations.  

                   (1) To the extent that the aggregate Fair Market Value
(determined as of the time of grant) of the Common Stock with respect to which
Incentive Stock Options are exercisable for the first time by the Participant
during any calendar year under the Plan and/or any other stock option plan of
the Company or any subsidiary or parent corporation (within the meaning of
section 425 of the Code) exceeds $100,000, such Options shall be treated as
Options which are not Incentive Stock Options.

                   (2)  Should any of the foregoing provisions not be
necessary in order for the Stock Options to qualify as Incentive Stock
Options, or should any additional provisions be required, the Committee may
amend the Plan accordingly, without the necessity of obtaining the approval of
the shareholders of the Company.

               (k) Buyout and Settlement Provisions.  The Committee may
at any time offer to buy out an Option previously granted, based on such terms
and conditions as the Committee shall establish and communicate to the
Participant at the time that such offer is made.  In addition, if the Option
agreement so provides or is amended after grant and prior to exercise to so
provide (with the Participant's consent), the Committee may require that all
or part of the shares to be issued with respect to the spread value of an
exercised Option take the form of Performance Shares or Restricted Stock,
which shall be valued on the date of exercise on the basis of the Fair Market
Value of such Performance Shares or Restricted Stock determined without regard
to the deferral limitations and/or forfeiture restrictions involved.
6.5  Reload Options.  Without in any way limiting the authority
of the Committee to make grants hereunder, and in order to induce officers and
other key employees to retain ownership of shares in the Company, the
Committee shall have the authority (but not an obligation) to include within
any option agreement a provision entitling the optionee to a further option (a
"Reload Option") in the event the optionee exercises the option evidenced by
the option agreement, in whole or in part, by surrendering other shares of the
Company in accordance with this Plan and the terms and conditions of the
option agreement.  Any such Reload Option shall be for a number of shares
equal to the number of surrendered shares, shall become exercisable in the
event the purchased shares are held for a minimum period of time established
by the Committee, and shall be subject to such other terms and conditions as
the Committee may determine.

         6.6   Rights as Shareholders.  Unless otherwise determined by
the Committee, a Participant shall not have any right as a shareholder with
respect to any shares subject to his Options until the issuance of stock
certificates to him or her for such shares.  

                           ARTICLE VII

                         Restricted Stock

          7.1  Awards of Restricted Stock.  Shares of Restricted Stock
may be issued either alone or in addition to other Awards granted under the
Plan.  The Committee shall determine the eligible persons to whom, and the
time or times at which, grants of Restricted Stock will be made, the number of
shares to be awarded, the price (if any) to be paid by the recipient (subject
to Section 7.2), the time or times within which such Awards may be subject to
forfeiture, the vesting schedule and rights to acceleration thereof, and all
other terms and conditions of the Awards.  The Committee may condition the
grant of Restricted Stock upon the attainment of specified performance goals
or such other factors as the Committee may determine, in its sole discretion. 
The provisions of Restricted Stock awards need not be the same with respect to
each Participant, and such Awards to individual Participants need not be the
same in subsequent years.

          7.2  Awards and Certificates.  The prospective Participant
selected to receive a Restricted Stock Award shall not have any rights with
respect to such Award, unless and until such Participant has executed an
agreement evidencing the Award and has delivered a fully executed copy thereof
to the Company, and has otherwise complied with the applicable terms and
conditions of such Award.  Further, such Award shall be subject to the
following conditions:

               (a) Purchase Price.  The purchase price for shares of
Restricted Stock shall be determined by the Committee.  
               (b) Acceptance.  Awards of Restricted Stock must be
accepted within a period of 60 days (or such shorter period as the Committee
may specify at grant) after the Award date, by executing a Restricted Stock
Award agreement and by paying whatever price (if any) the Committee has
designated hereunder.

               (c) Legend.  Each Participant receiving a Restricted Stock
Award shall be issued a stock certificate in respect of such shares of
Restricted Stock.  Such certificate shall be registered in the name of such
Participant, and shall bear an appropriate legend referring to the terms,
conditions, and restrictions applicable to such Award.  

               (d) Custody.  The Committee may require that the stock
certificates evidencing such shares be held in custody by the Company until
the restrictions thereon shall have lapsed, and that, as a condition of any
Restricted Stock Award, the Participant shall have delivered a duly signed
stock power, endorsed in blank, relating to the Stock covered by such Award.

         7.3   Restrictions and Conditions.  The shares of Restricted
Stock awarded pursuant to this Plan shall be subject to the following
restrictions and conditions:

               (a)  Restriction Period.  Subject to the provisions of
this Plan and the Award agreement, during a period set by the Committee
commencing with the date of such Award (the "Restriction Period"), the
Participant shall not be permitted to sell, transfer, pledge or assign shares
of Restricted Stock awarded under this Plan.  Within these limits, the
Committee, in its sole discretion, may provide for the lapse of such
restrictions in installments and may accelerate or waive such restrictions in
whole or in part, based on service, performance and/or such other factors or
criteria as the Committee may determine in its sole discretion.

               (b) Rights as Shareholder.  Except as provided in this
Subsection (b) and Subsection (a) above, the Participant shall have, with
respect to the shares of Restricted Stock, the rights of a holder of shares of
Common Stock of the Company including the right to receive any dividends and
exercise the voting rights of the stock, as determined by the Committee.  The
Committee, in its sole discretion, as determined at the time of Award, may
permit or require the payment of dividends to be deferred.

               (c) Termination of Employment.  Subject to the applicable
provisions of the Award agreement and this Article VII, upon termination of a
Participant's employment with the Company for any reason during the
Restriction Period, including disability, retirement or death, all Restricted
Shares still subject to restriction will vest or be forfeited in accordance
with the terms and conditions established by the Committee at or after grant.

               (d) Hardship.  In the event of hardship or other special
circumstances of a Participant whose employment with the Company or a
Designated Subsidiary is involuntarily terminated (other than for cause), the
Committee may, in its sole discretion, waive in whole or in part any or all
remaining restrictions with respect to such Participant's shares of Restricted
Stock, based on such factors as the Committee may deem appropriate.

               (e) Lapse of Restrictions.  If and when the Restriction
Period expires without a prior forfeiture of the Restricted Stock subject to
such Restriction Period, the certificates for such shares shall be delivered
to the Participant.  All legends shall be removed from said certificates at
the time of delivery to the Participant.

                           ARTICLE VIII

                        Performance Shares

          8.1  Award of Performance Shares.
(a) Performance Shares may be awarded either alone or in
addition to other Awards granted under this Plan.  The Committee shall
determine the eligible persons to whom and the time or times at which
Performance Shares shall be awarded, the number of Performance Shares to be
awarded to any person, the duration of the period (the "Performance Period")
during which, and the conditions under which, receipt of the Shares will be
deferred, and the other terms and conditions of the Award in addition to those
set forth in Section 8.2.

               (b) The Committee may condition the grant of Performance
Shares upon the attainment of specified performance goals or such other
factors or criteria as the Committee shall determine, in its sole discretion.

               (c) The provisions of Performance Share Awards need not be
the same with respect to each Participant, and such Awards to individual
Participants need not be the same in subsequent years.

          8.2  Terms and Conditions.  Performance Shares awarded pursuant
to this Article VIII shall be subject to the following terms and conditions:

               (a) Non-Transferability.  Subject to the provisions of
this Plan and the Award agreement referred to in Subsection (f) below,
Performance Share Awards may not be sold, assigned, transferred, pledged or
otherwise encumbered during the Performance Period.  At the expiration of the
Performance Period, share certificates or cash of an equivalent value (as the
Committee may determine in its sole discretion) shall be delivered to the
Participant, or the Participant's legal representative, in a number equal to
the shares covered by the Performance Share Award.

               (b) Rights as Shareholder.  Except as provided in this
Subsection (b) and Subsection (a) above, the Participant shall have, with
respect to the shares of stock covered by a Performance Share Award, the
rights of a holder of shares of Common Stock of the Company including the
right to receive any dividends and exercise the voting rights of the stock, as
determined by the Committee.  The Committee, in its sole discretion, as
determined at the time of Award, may permit or require the payment of
dividends to be deferred.

               (c) Termination of Employment.  Subject to the provisions
of the Award agreement and this Article VIII, upon termination of a
Participant's employment with the Company for any reason during the
Performance Period for a given Award, any Performance Shares previously
awarded to the Participant which are not vested will vest or be forfeited in
accordance with the terms and conditions established by the Committee at or
after grant.

               (d) Accelerated Vesting.  Based on service, performance
and/or such other factors or criteria as the Committee may determine, the
Committee may, at or after grant, accelerate the vesting of all or any part of
any Performance Share Award and/or waive the deferral limitations for all or
any part of such Award.

               (e) Hardship.  In the event of hardship or other special
circumstances of a Participant whose employment with the Company or a
Designated Subsidiary is involuntarily terminated other than for cause, the
Committee may, in its sole discretion, based on such factors as the Committee
may deem appropriate, waive in whole or in part any or all of the remaining
deferral limitations imposed hereunder with respect to any or all of the
Participant's Performance Shares, based on such factors as the Committee deems
appropriate.

               (f) Agreement.  Each Award shall be confirmed by, and
subject to the terms of, a Performance Share agreement executed by the Company
and the Participant.

                            ARTICLE IX

                        Performance Units

         9.1   Award of Performance Units.  

               (a) Performance Units may be awarded either alone or in
addition to other Awards granted under this Plan.  The Committee shall
determine the eligible persons to whom and the time or times at which
Performance Units shall be awarded, the number of Performance Units to be
awarded to any person, the duration of the period (the "Performance Cycle")
during which, and the conditions under which, a Participant's right to
Performance Units will be vested, the ability of Participants to defer the
receipt of payment of such Units, and the other terms and conditions of the
Award in addition to those set forth in Section 9.2.

               (b) The Committee may condition the vesting of Performance
Units upon the attainment of specified performance goals or such other factors
or criteria as the Committee shall determine, in its sole discretion.

               (c) The provisions of Performance Unit Awards need not be
the same with respect to each Participant, and such Awards to individual
Participants need not be the same in subsequent years.

          9.2  Terms and Conditions.  The Performance Units awarded
pursuant to this Article IX shall be subject to the following terms and
conditions:

               (a) Non-Transferability.  Subject to the provisions of
this Plan and the Award agreement referred to in Subsection (g) below,
Performance Unit Awards may not be sold, assigned, transferred, pledged or
otherwise encumbered.

               (b) Vesting.  At the expiration of the Performance Cycle,
the Committee shall determine the extent to which the performance goals have
been achieved, and the percentage of the Performance Units of each Participant
that have vested.

               (c) Payment.  Subject to the provisions of this Plan and
the Award agreement referred to in Subsection (g) below, the vested
Performance Units shall be paid to the Participant or the Participant's legal
representative as soon as practicable after the end of a Performance Cycle. 
Payment may be made in cash, shares of Common Stock or a combination of both,
as determined by the Committee, in its sole discretion.

               (d) Termination of Employment.  Subject to the provisions
of the Award agreement and this Article IX, upon termination of a
Participant's employment with the Company for any reason during the
Performance Cycle for a given Award, the Performance Units in question will
vest or be forfeited in accordance with the terms and conditions established
by the Committee at or after grant.

               (e) Accelerated Vesting.  Based on service, performance
and/or such other factors or criteria as the Committee may determine, the
Committee may, at or after grant, accelerate the vesting of all or any part of
any Performance Unit Award and/or waive the deferral limitations for all or
any part of such Award.

               (f) Hardship.  In the event of hardship or other special
circumstances of a Participant whose employment with the Company or a
Designated Subsidiary is involuntarily terminated (other than for cause), the
Committee may, in its sole discretion, based on such factors as the Committee
may deem appropriate, waive in whole or in part any or all of the remaining
deferral limitations imposed hereunder with respect to any or all of the
Participant's Performance Units, based on such factors as the Committee deems
appropriate.

               (g) Agreement.  Each Award shall be confirmed by, and
subject to the terms of, a Performance Unit agreement executed by the Company
and the Participant.

                            ARTICLE X

                     Other Stock-Based Awards

         10.1  Other Awards.  Other Awards of Common Stock and other
Awards that are valued in whole or in part by reference to, or are payable in
or otherwise based on, Common Stock ("Other Stock-Based Awards"), including,
without limitation, Awards valued by reference to subsidiary performance, may
be granted either alone or in addition to or in tandem with Stock Options,
Restricted Stock, Performance Shares or Performance Units.  Subject to the
provisions of this Plan, the Committee shall have authority to determine the
persons to whom and the time or times at which such Awards shall be made, the
number of shares of Common Stock to be awarded pursuant to such Awards, and
all other conditions of the Awards.  The Committee may also provide for the
grant of Common Stock under such Awards upon the completion of a specified
performance period.  The provisions of Other Stock-Based Awards need not be
the same with respect to each Participant and such Awards to individual
Participants need not be the same in subsequent years.

         10.2  Terms and Conditions.  Other Stock-Based Awards made
pursuant to this Article X shall be subject to the following terms and
conditions:

               (a) Non-Transferability.  Subject to the provisions of
this Plan and the Award agreement referred to in Subsection (e) below, shares
of Common Stock subject to Awards made under this Article X may not be sold,
assigned, transferred, pledged or otherwise encumbered prior to the date on
which the shares are issued, or, if later, the date on which any applicable
restriction, performance or deferral period lapses.

               (b) Dividends.  Unless otherwise determined by the
Committee at the time of Award, subject to the provisions of this Plan and the
Award agreement, the recipient of an Award under this Article X shall be
entitled to receive, currently or on a deferred basis, dividends or dividend
equivalents with respect to the number of shares of Common Stock covered by
the Award, as determined at the time of the Award by the Committee, in its
sole discretion.

               (c) Vesting.  Any Award under this Article X and any
Common Stock covered by any such Award shall vest or be forfeited to the
extent so provided in the Award agreement, as determined by the Committee, in
its sole discretion.

               (d)  Waiver of Limitation.  In the event of the
Participant's Retirement, Disability or death, or in cases of special
circumstances, the Committee may, in its sole discretion, waive in whole or in
part any or all of the limitations imposed hereunder (if any) with respect to
any or all of an Award under this Article X.  

               (e) Agreement.  Each Award under this Article X shall be
confirmed by, and subject to the terms of an agreement or other instrument
executed by the Company and the Participant.

               (f) Price.  Common Stock issued on a bonus basis under
this Article X may be issued for no cash consideration; Common Stock purchased
pursuant to a purchase right awarded under this Article X shall be priced as
determined by the Committee.

                            ARTICLE XI

               Termination or Amendment of the Plan

         11.1  Termination or Amendment.  

               (a) The Board may at any time amend, discontinue or
terminate this Plan or any part thereof (including any amendment deemed
necessary to ensure that the Company may comply with any regulatory
requirement referred to in Article XIII); provided, however, that, unless
otherwise required by law, the rights of a Participant with respect to Options
or other Awards granted prior to such amendment, discontinuance or
termination, may not be impaired without the consent of such Participant and,
provided further, without the approval of the Company's stockholders, no
amendment may be made which would (i) increase the aggregate number of shares
of Common Stock that may be issued under this Plan (except by operation of
Section 4.2); (ii) change the definition of employees eligible to receive
Stock Awards under this Plan; (iii) decrease the option price of any Stock
Option to less than 100% of the Fair Market Value on the date of grant for a
Stock Option intended to be an Incentive Stock Option; or (iv) extend the
maximum option period under Section 6.4 of the Plan.

               (b) The Committee may amend the terms of any Stock Option
or other Award theretofore granted, prospectively or retroactively, but,
subject to Article IV above, no such amendment or other action by the
Committee shall impair the rights of any holder without the holder's consent. 
The Committee may also substitute new Stock Options for previously granted
Stock Options having higher option exercise prices.
ARTICLE XII

                          Unfunded Plan

         12.1  Unfunded Status of Plan.  This Plan is intended to
constitute an "unfunded" plan for incentive and deferred compensation.  With
respect to any payment not yet made to a Participant by the Company, nothing
contained herein shall give any such Participant any rights that are greater
than those of a general creditor of the Company.

                           ARTICLE XIII

                        General Provisions

         13.1  Legend.  The Committee may require each person purchasing
shares pursuant to a Stock Option or other Award under the Plan to represent
to and agree with the Company in writing that the Participant is acquiring the
shares without a view to distribution thereof.  In addition to any legend
required by this Plan, the certificates for such shares may include any legend
which the Committee deems appropriate to reflect any restrictions on transfer.

         All certificates for shares of Common Stock delivered under the
Plan shall be subject to such stock transfer orders and other restrictions as
the Committee may deem advisable under the rules, regulations and other
requirements of the Securities and Exchange Commission, any stock exchange
upon which the Stock is then listed, any applicable Federal or state
securities law, and any applicable corporate law, and the Committee may cause
a legend or legends to be put on any such certificates to make appropriate
reference to such restrictions.

         13.2  Other Plans.  Nothing contained in this Plan shall prevent
the Board from adopting other or additional compensation arrangements, subject
to shareholder approval if such approval is required; and such arrangements
may be either generally applicable or applicable only in specific cases.

         13.3  No Right to Employment.  Neither this Plan nor the grant
of any Option or other Award hereunder shall give any Participant or other
employee any right with respect to continuance of employment by the Company or
any subsidiary, nor shall there be a limitation in any way on the right of the
Company or any subsidiary by which an employee is employed to terminate his
employment at any time.

         13.4  Withholding of Taxes.  The Company shall have the right to
deduct from any payment to be made pursuant to this Plan, or to otherwise
require, prior to the issuance or delivery of any shares of Common Stock or
the payment of any cash hereunder, payment by the Participant of any Federal,
state or local taxes required by law to be withheld.  The Committee may permit
any such withholding obligation to be satisfied by reducing the number of
shares of Common Stock otherwise deliverable.  A person required to file
reports under section 16(a) of the Securities Act of 1933 with respect to
securities of the Company may elect to have a sufficient number of shares of
Common Stock withheld to fulfill such tax obligations (hereinafter a
"Withholding Election") only if the election complies with the following
conditions: (a) the Withholding Election shall be subject to the disapproval
of the Committee and (b) the Withholding Election is made (i) during the
period beginning on the third business day following the date of release for
publication of the quarterly or annual summary statements of sales and
earnings of the Company and ending on the twelfth business day following such
date, (ii) six months before the Stock Award becomes taxable, or (iii) during
any other period in which a Withholding Election may be made under the
provisions of rule 16b-3 promulgated pursuant to the Act.  Any fraction of a
share of Common Stock required to satisfy such tax obligations shall be
disregarded and the amount due shall be paid instead in cash to the
Participant.

         13.5  No Assignment of Benefits.  No Option, Award or other
benefit payable under this Plan shall, except as otherwise specifically
required by law, be subject in any manner to anticipation, alienation, 
attachment, sale, transfer, assignment, pledge, encumbrance or charge, and any
attempt to anticipate, alienate, attach, sell, transfer, assign, pledge,
encumber or charge any such benefit shall be void, and any such benefit shall
not in any manner be liable for or subject to the debts, contracts,
liabilities, engagements or torts of any person who shall be entitled to such
benefit, nor shall it be subject to attachment or legal process for or against
such person.

         13.6  Listing and Other Conditions.

               (a) As long as the Common Stock is listed on national
securities exchange or system sponsored by a national securities association,
the issue of any shares of Common Stock pursuant to an Option or other Award
shall be conditioned upon such shares being listed on such exchange or system. 
The Company shall have no obligation to issue such shares unless and until
such shares are so listed, and the right to exercise any Option or other Award
with respect to such shares shall be suspended until such listing has been
effected.

               (b) If at any time counsel to the Company shall be of the
opinion that any sale or delivery of shares of Common Stock pursuant to an
Option or other Award is or may in the circumstances be unlawful or result in
the imposition of excise taxes under the statutes, rules or regulations of any
applicable jurisdiction, the Company shall have no obligation to make such
sale or delivery, or to make any application or to effect or to maintain any
qualification or registration under the Securities Act of 1933, as amended, or
otherwise with respect to shares of Common Stock or Awards, and the right to
exercise any Option or other Award shall be suspended until, in the opinion of
said counsel, such sale or delivery shall be lawful.

               (c) Upon termination of any period of suspension under
this Section 13.6, any Award affected by such suspension which shall not then
have expired or terminated shall be reinstated as to all shares available
before such suspension and as to shares which would otherwise have become
available during the period of such suspension, but no such suspension shall
extend the term of any Option.

         13.7  Governing Law.  This Plan and actions taken in connection
herewith shall be governed and construed in accordance with the laws of the
State of Delaware (regardless of the law that might otherwise govern under
applicable Delaware principles of conflict of laws).

         13.8  Construction.  Wherever any words are used in this Plan in
the masculine gender they shall be construed as though they were also used in
the feminine gender in all cases where they would so apply, and wherever any
words are used herein in the singular form they shall be construed as though
they were also used in the plural form in all cases where they would so apply.

         13.9  Indemnification.  Each member of the Committee or director
of the Company shall be indemnified and held harmless by the Company against
and with respect to all damages, losses, obligations, liabilities, liens,
deficiencies, costs and expenses, including without limitation, reasonable
attorney's fees and other costs incident to any suit, action, investigation,
claim or proceedings to which he may be a party by reason of his performance
of administrative functions and duties under the Plan.  The foregoing right to
indemnification shall be in addition to such other rights as the Committee
member or other person may enjoy as a matter of law or by reason of insurance
coverage of any kind.  Rights granted hereunder shall be in addition to and
not in lieu of any rights to indemnification to which the Committee member or
other person may be entitled pursuant to the by-laws of the Company.  

         13.10 Other Benefits.  No Award payment under this Plan shall be
deemed compensation for purposes of computing benefits under any retirement
plan of the Company or its subsidiaries nor affect any benefits under any
other benefit plan now or subsequently in effect under which the availability
or amount of benefits is related to the level of compensation.

         13.11 Costs.  The Company shall bear all expenses incurred in
administering this Plan, including expenses of issuing Common Stock pursuant
to any Awards hereunder.

                           ARTICLE XIV

                      Effective Date of Plan

         The Plan shall be effective as of the later of (a) approval by the
shareholders of the Company or (b) the date on which shares of the Company's
stock are listed on a national securities exchange or system.

                            ARTICLE XV

                       Termination of Plan

         No Option, Restricted Stock, Performance Share, Performance Unit
or Other Stock-Based Award shall be offered, sold, issued or otherwise made
available after May 16, 2000.  Options granted on or before such date shall be
exercisable after such date.