<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.
                   Directors' Stock Option 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 be Proposed Maximum Proposed Maximum   Amount of
Securities to  Registered   Offering Price   Aggregate Offering Registration   
be Registered               Per Share        Price              Fee 


Common Stock      
par value $.001
per share         150,000       $15.625(1)       $2,343,750(1)        $733


</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 - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


         The documents containing the information specified in Part I of
this Registration Statement will be given or sent to all directors who
participate in the Directors' Stock Option Plan as specified by Rule 428.


   PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

<TABLE>
<CAPTION>

Item 3.   Incorporation of Certain Documents by Reference.

         The following documents filed with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Exchange Act of 1934
(the "Exchange Act") by BHC Financial, Inc. (the "Company") (File No. 0-20185)
are incorporated herein by reference:

            <S>     <C>  
         (i)    the Company's Annual Report on Form 10-K for the fiscal
                year ended December 31, 1995;

         (ii)   the Company's Quarterly Reports on Form 10-Q for the
                quarters ended March 29, 1996 and June 28, 1996;

         (iii)  the Company's Current Reports on Form 8-K dated March 13,
                1996 and October 17, 1996; and

                (iv)    the description of the Company's Common Stock contained
                        in the Company's Registration Statement on Form 8-A 
                        dated February 19, 1993.

</TABLE>

         Each document filed by the Company after the date hereof pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing
of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities remaining unsold,
shall be deemed to be incorporated by reference in this Registration Statement
and shall be part hereof from the date of filing of such document.

Item 4.   Description of Securities.

         Not applicable.


Item 5.   Interests of Named Experts and Counsel.

         Not applicable.


Item 6.   Indemnification of Directors and Officers.

         The Delaware General Corporation Law permits Delaware corporations
to include in their certificates of incorporation a provision eliminating or
limiting director liability to a corporation or its stockholders for monetary
damages arising from breaches of their fiduciary duty.  The only limitations
imposed under the statute are that the provision may not eliminate or limit a
director's liability (i) for breaches of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith 

<PAGE 4>

or involving intentional misconduct or knowing violations of law, (iii) for
the payment of unlawful dividends or unlawful stock purchases or redemptions,
and (iv) for transactions in which the director received an improper personal
benefit.  The Company's Amended and Restated Certificate of Incorporation
contains a provision eliminating the liability of the Company's directors for
breaches of their fiduciary duty, subject to the foregoing statutory
limitations.  This provision does not limit or otherwise affect the personal
liability of a director for violation of the federal securities laws.


Item 7.  Exemption from Registration Claimed.

         Not applicable.

<TABLE>
<CAPTION>

Item 8.  Exhibits.

   <S>   <C>
    4    Specimen copy of Common Stock Certificate  (incorporated by
         reference to Exhibit 4.1 to Registration Statement on Form S-1,
         Reg. No. 33-46492)

    5    Opinion of Ballard Spahr Andrews & Ingersoll

    23.1 Consent of Coopers & Lybrand

    23.2 Consent of Ballard Spahr Andrews & Ingersoll (contained in Exhibit
         5.1)

    24   Power of Attorney (included on signature page)

    99   BHC Financial, Inc. Directors' Stock Option Plan

</TABLE>


Item 9.  Undertakings.

         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 

<PAGE 5>

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.<PAGE>
<PAGE 6>
                            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 7>

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


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


/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>
<PAGE 8>

<TABLE>
<CAPTION>
                          EXHIBIT INDEX

   Exhibit
   Number     Description

   <S>      <C> 
    4         Specimen copy of Common Stock Certificate
         (incorporated by reference to Exhibit 4.1 to
         Registration Statement on Form S-1, Reg. No. 33-46492)

    5         Opinion of Ballard Spahr Andrews & Ingersoll

    23.1 Consent of Coopers & Lybrand

    23.2 Consent of Ballard Spahr Andrews & Ingersoll (contained in Exhibit
         5.1)

    24        Power of Attorney (included on signature page)

    99        BHC Financial, Inc. Directors' Stock Option Plan

</TABLE>








































<PAGE 9>
                                                        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:  Directors' Stock Option 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 150,000 shares of common stock of the Company, par value $.001 per share
(the "Shares"), issuable upon the exercise of options (the "Options") granted
under the Company's Directors' Stock Option Plan (the "Director 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 the Options 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 150,000
Shares, when issued upon exercise of Options granted or to be granted under
the Director Plan and upon payment of the option price, all in accordance with
the terms of the Director Plan, 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 10>
                                                     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 11>

                                                       Exhibit 99

                       BHC FINANCIAL, INC.

                   DIRECTORS' STOCK OPTION PLAN


                            ARTICLE I

                             Purpose

         The purpose of this Directors' Stock Option Plan (the "Plan") is
to enable BHC Financial, Inc. to attract and retain qualified independent
directors and to further promote the mutuality of interests between such
directors and the Company's shareholders.


                            ARTICLE II

                           Definitions

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

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

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

         "Committee" shall mean the Stock Option Committee of the Board, or
such other committee as the Board may designate from time to time.

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

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

         "Effective Date" shall mean the date on which this Plan is
approved by the Company's shareholders.

         "Eligible Director" shall mean any member of the Board who, on the
date of the granting of an Option, is not an officer or an employee of the
Company or any of the Company's subsidiaries.

         "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 on the principal national
securities exchange on which the Common Stock is listed or admitted to
trading, or if not listed or traded on any such exchange, on the Nasdaq Stock
Market.

         "Participant" shall mean an Eligible Director to whom an Option
has been granted.

         "Plan" shall mean BHC Financial, Inc. Directors' Stock Option
Plan, as set forth herein.

         "Stock Option" or "Option" shall mean any option to purchase
shares of Common Stock granted pursuant to Article VI.


<PAGE 12>

                           ARTICLE III

                          Administration

          3.1  The Committee.  The Plan shall be administered and
interpreted by the Committee.  Subject to Article VII 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
Option granted 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 Option in the manner and to the extent it shall deem necessary
to carry this Plan into effect.

          3.2  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, all members of the Board 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 be 150,000, which 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.

          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, the
number of shares subject to Stock Options to be granted to Eligible Directors
pursuant to Section 6.2 and the number and option price of shares subject to
outstanding Options, as may be determined to be appropriate by the Committee,
in its sole discretion, provided that the number of shares subject to any
Option shall always be a whole number.


                            ARTICLE V

                           Eligibility

          5.1  Eligible Directors.  Members of the Board who are not
officers or employees of the Company or any of its subsidiaries are eligible
to be granted Options under this Plan.


                            ARTICLE VI

                          Stock Options

          6.1  Options.  All Stock Options granted under this Plan shall
be non-qualified stock options (i.e., options that do not qualify as incentive
stock options under section 422 of the Code).

<PAGE 13>

          6.2  Grants.  On the Effective Date, each Eligible Director
shall automatically be granted Stock Options for 3,000 shares of Common Stock. 
Thereafter, for as long as the Plan remains in effect, each Eligible Director
shall automatically be granted Stock Options for 1,000 shares of Common Stock
on the date of the Company's annual meeting of shareholders; provided,
however, that an individual who ceases to be a member of the Board on such
date shall not be entitled to receive any Stock Options.  If a new member of
the Board is elected (either at an annual meeting of shareholders or to fill a
vacancy on the Board), such new Board member, if an Eligible Director, shall
automatically be granted Stock Options for 3,000 shares of Common Stock on the
date of such election.

          6.3  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 upon exercise of a Stock Option shall be equal to the Fair
Market Value of a share of Common Stock on the date of grant.

               (b)  Option Term.  The term of each Stock Option shall be
ten years from the date of grant.

               (c) Exercisability.  All Stock Options shall be
immediately exercisable.

               (d) Method of Exercise.  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 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 by reduction in the number of shares issuable upon such
exercise based, in each case, on the Fair Market Value of the Common Stock on
the last trading date preceding payment.  No shares of Common Stock shall be
issued until the Participant has given written notice of exercise, has paid
for such shares as provided herein, and, if requested, has given the
representation described in Section 9.1.

               (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) Death.  Unless otherwise determined by the Committee
at or after the date of grant, if a Participant ceases to be a member of the
Board by reason of death, any Stock Option held by such Participant at the
time of death may thereafter be exercised by the legal representative of the
Participant's estate until the expiration of the option term of such Stock
Option.

               (g) Disability.  Unless otherwise determined by the
Committee at or after the date of grant, if a Participant ceases to be a
member of the Board by reason of a disability that prevents him or her from
performing the duties of a director, any Stock Option held by such Participant
may thereafter be exercised by the Participant until the expiration of the
stated term of such Stock Option; provided, however, that, if the Participant
dies, any unexercised Stock Options held by such Participant at the time of
death may thereafter be exercised by the legal representative of the 

<PAGE 14>

participant's estate until the expiration of the option term of such Stock
Option.

               (h) Other Termination.  Unless otherwise determined by the
Committee at or after the date of grant, if a Participant ceases to be a
member of the Board for any reason other than death or disability, any Stock
Option held by such Participant may be exercised for the lesser of six months
or until the expiration of the option term of such Stock Option.  Any Option
not exercised during such period shall terminate at the end of the period.

         6.4   Rights as Shareholder.  A Participant shall not have any
right as a shareholder with respect to any shares of Common Stock subject to
Stock Options until such Options are exercised and stock certificates are
issued to the Participant.


                           ARTICLE VII

                     Termination or Amendment

         7.1   Termination or Amendment of the Plan.  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 IX); provided,
however, that, unless otherwise required by law, the rights of a Participant
with respect to Options 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 shareholders, no
amendment may be made which would (i) materially increase the number of shares
of Common Stock that may be issued under this Plan (except by operation of
Section 4.2); (ii) materially modify the requirements as to eligibility for
participation in this Plan; or (iii) materially increase the benefits accruing
to participants under this Plan.  Notwithstanding the foregoing, the
provisions of Article V and Article VI may not be amended more than once every
six months, other than to comport with changes in the Code, the Employee
Retirement Income Security Act, or the rules thereunder.

         7.2   Amendment of Options.  The Committee may amend the terms
of any Stock Option 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.


                           ARTICLE VIII

                          Unfunded Plan

         8.1   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 IX

                        General Provisions

         9.1   Legend.  The Committee may require each person purchasing
shares upon exercise of a Stock Option to represent to 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 


<PAGE 15>

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 Common Stock is then listed, the Nasdaq Stock Market, 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.

         9.2   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.

         9.3   No Right to Continue as Director.  Neither this Plan nor
the grant of any Option hereunder shall confer upon any person the right to
continue as a director of the Company or obligate the Company to nominate any
director for reelection by the Company's shareholders.

         9.4   No Assignment of Benefits.  No Option 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 Option shall be void.

         9.5   Listing and Other Conditions.

               (a) As long as the Common Stock is listed on a national
securities exchange or the Nasdaq National Market, the issue of any shares of
Common Stock upon exercise of an Option shall be conditioned upon such shares
being listed on such exchange or Nasdaq.  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 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 upon exercise of
an Option 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, and the right to exercise
any Option 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 9.5, any Option 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.

         9.6   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).

         9.7   Construction.  Wherever any words are used in this Plan in
the masculine gender they shall be construed as though they were also used in 

<PAGE 16>

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.

         9.8   Indemnification.  Each member of the Committee and each
member of the Board 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 attorneys' fees and other costs incident to any suit, action,
investigation, claim or proceedings to which they may be a party by reason of
their 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 Board member 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 Board member may be entitled pursuant to the by-laws of
the Company.

         9.9   Costs.  The Company shall bear all expenses incurred in
administering this Plan, including expenses related to the issuance of Common
Stock upon exercise of Stock Options.


                            ARTICLE X

                           Term of Plan

         10.1  Effective Date.  The Plan shall be effective as of the
date on which it is approved by the shareholders of the Company.

         10.2  Termination.  Unless sooner terminated, this Plan shall
terminate ten years after the Effective Date and no Options may be granted
thereafter.  Termination of the Plan shall not affect Options granted before
such date, which may continue to be exercisable after the Plan terminates.
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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.
                   Directors' Stock Option 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 be Proposed Maximum Proposed Maximum   Amount of
Securities to  Registered   Offering Price   Aggregate Offering Registration   
be Registered               Per Share        Price              Fee 

Common Stock      
par value $.001
per share         150,000       $15.625(1)       $2,343,750(1)        $733
(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 - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The documents containing the information specified in Part I of
this Registration Statement will be given or sent to all directors who
participate in the Directors' Stock Option Plan as specified by Rule 428.

   PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.   Incorporation of Certain Documents by Reference.

         The following documents filed with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Exchange Act of 1934
(the "Exchange Act") by BHC Financial, Inc. (the "Company") (File No. 0-20185)
are incorporated herein by reference:
(i)    the Company's Annual Report on Form 10-K for the fiscal
                year ended December 31, 1995;

         (ii)   the Company's Quarterly Reports on Form 10-Q for the
                quarters ended March 29, 1996 and June 28, 1996;

         (iii)  the Company's Current Reports on Form 8-K dated March 13,
                1996 and October 17, 1996; and

                (iv)    the description of the Company's Common Stock contained
                        in the Company's Registration Statement on Form 8-A 
                        dated February 19, 1993.
Each document filed by the Company after the date hereof pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing
of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities remaining unsold,
shall be deemed to be incorporated by reference in this Registration Statement
and shall be part hereof from the date of filing of such document.

Item 4.   Description of Securities.

         Not applicable.

Item 5.   Interests of Named Experts and Counsel.

         Not applicable.

Item 6.   Indemnification of Directors and Officers.

         The Delaware General Corporation Law permits Delaware corporations
to include in their certificates of incorporation a provision eliminating or
limiting director liability to a corporation or its stockholders for monetary
damages arising from breaches of their fiduciary duty.  The only limitations
imposed under the statute are that the provision may not eliminate or limit a
director's liability (i) for breaches of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith
or involving intentional misconduct or knowing violations of law, (iii) for
the payment of unlawful dividends or unlawful stock purchases or redemptions,
and (iv) for transactions in which the director received an improper personal
benefit.  The Company's Amended and Restated Certificate of Incorporation
contains a provision eliminating the liability of the Company's directors for
breaches of their fiduciary duty, subject to the foregoing statutory
limitations.  This provision does not limit or otherwise affect the personal
liability of a director for violation of the federal securities laws.

Item 7.  Exemption from Registration Claimed.

         Not applicable.
Item 8.  Exhibits.
4    Specimen copy of Common Stock Certificate  (incorporated by
         reference to Exhibit 4.1 to Registration Statement on Form S-1,
         Reg. No. 33-46492)

    5    Opinion of Ballard Spahr Andrews & Ingersoll

    23.1 Consent of Coopers & Lybrand

    23.2 Consent of Ballard Spahr Andrews & Ingersoll (contained in Exhibit
         5.1)

    24   Power of Attorney (included on signature page)

    99   BHC Financial, Inc. Directors' Stock Option Plan
Item 9.  Undertakings.

         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

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

/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
4         Specimen copy of Common Stock Certificate
         (incorporated by reference to Exhibit 4.1 to
         Registration Statement on Form S-1, Reg. No. 33-46492)

    5         Opinion of Ballard Spahr Andrews & Ingersoll

    23.1 Consent of Coopers & Lybrand

    23.2 Consent of Ballard Spahr Andrews & Ingersoll (contained in Exhibit
         5.1)

    24        Power of Attorney (included on signature page)

    99        BHC Financial, Inc. Directors' Stock Option Plan
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:  Directors' Stock Option 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 150,000 shares of common stock of the Company, par value $.001 per share
(the "Shares"), issuable upon the exercise of options (the "Options") granted
under the Company's Directors' Stock Option Plan (the "Director 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 the Options 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 150,000
Shares, when issued upon exercise of Options granted or to be granted under
the Director Plan and upon payment of the option price, all in accordance with
the terms of the Director Plan, 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.

                   DIRECTORS' STOCK OPTION PLAN

                            ARTICLE I

                             Purpose

         The purpose of this Directors' Stock Option Plan (the "Plan") is
to enable BHC Financial, Inc. to attract and retain qualified independent
directors and to further promote the mutuality of interests between such
directors and the Company's shareholders.

                            ARTICLE II

                           Definitions

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

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

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

         "Committee" shall mean the Stock Option Committee of the Board, or
such other committee as the Board may designate from time to time.

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

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

         "Effective Date" shall mean the date on which this Plan is
approved by the Company's shareholders.

         "Eligible Director" shall mean any member of the Board who, on the
date of the granting of an Option, is not an officer or an employee of the
Company or any of the Company's subsidiaries.

         "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 on the principal national
securities exchange on which the Common Stock is listed or admitted to
trading, or if not listed or traded on any such exchange, on the Nasdaq Stock
Market.

         "Participant" shall mean an Eligible Director to whom an Option
has been granted.

         "Plan" shall mean BHC Financial, Inc. Directors' Stock Option
Plan, as set forth herein.

         "Stock Option" or "Option" shall mean any option to purchase
shares of Common Stock granted pursuant to Article VI.
ARTICLE III

                          Administration

          3.1  The Committee.  The Plan shall be administered and
interpreted by the Committee.  Subject to Article VII 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
Option granted 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 Option in the manner and to the extent it shall deem necessary
to carry this Plan into effect.

          3.2  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, all members of the Board 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 be 150,000, which 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.

          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, the
number of shares subject to Stock Options to be granted to Eligible Directors
pursuant to Section 6.2 and the number and option price of shares subject to
outstanding Options, as may be determined to be appropriate by the Committee,
in its sole discretion, provided that the number of shares subject to any
Option shall always be a whole number.

                            ARTICLE V

                           Eligibility

          5.1  Eligible Directors.  Members of the Board who are not
officers or employees of the Company or any of its subsidiaries are eligible
to be granted Options under this Plan.

                            ARTICLE VI

                          Stock Options

          6.1  Options.  All Stock Options granted under this Plan shall
be non-qualified stock options (i.e., options that do not qualify as incentive
stock options under section 422 of the Code).
6.2  Grants.  On the Effective Date, each Eligible Director
shall automatically be granted Stock Options for 3,000 shares of Common Stock. 
Thereafter, for as long as the Plan remains in effect, each Eligible Director
shall automatically be granted Stock Options for 1,000 shares of Common Stock
on the date of the Company's annual meeting of shareholders; provided,
however, that an individual who ceases to be a member of the Board on such
date shall not be entitled to receive any Stock Options.  If a new member of
the Board is elected (either at an annual meeting of shareholders or to fill a
vacancy on the Board), such new Board member, if an Eligible Director, shall
automatically be granted Stock Options for 3,000 shares of Common Stock on the
date of such election.

          6.3  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 upon exercise of a Stock Option shall be equal to the Fair
Market Value of a share of Common Stock on the date of grant.

               (b)  Option Term.  The term of each Stock Option shall be
ten years from the date of grant.

               (c) Exercisability.  All Stock Options shall be
immediately exercisable.

               (d) Method of Exercise.  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 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 by reduction in the number of shares issuable upon such
exercise based, in each case, on the Fair Market Value of the Common Stock on
the last trading date preceding payment.  No shares of Common Stock shall be
issued until the Participant has given written notice of exercise, has paid
for such shares as provided herein, and, if requested, has given the
representation described in Section 9.1.

               (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) Death.  Unless otherwise determined by the Committee
at or after the date of grant, if a Participant ceases to be a member of the
Board by reason of death, any Stock Option held by such Participant at the
time of death may thereafter be exercised by the legal representative of the
Participant's estate until the expiration of the option term of such Stock
Option.

               (g) Disability.  Unless otherwise determined by the
Committee at or after the date of grant, if a Participant ceases to be a
member of the Board by reason of a disability that prevents him or her from
performing the duties of a director, any Stock Option held by such Participant
may thereafter be exercised by the Participant until the expiration of the
stated term of such Stock Option; provided, however, that, if the Participant
dies, any unexercised Stock Options held by such Participant at the time of
death may thereafter be exercised by the legal representative of the
participant's estate until the expiration of the option term of such Stock
Option.

               (h) Other Termination.  Unless otherwise determined by the
Committee at or after the date of grant, if a Participant ceases to be a
member of the Board for any reason other than death or disability, any Stock
Option held by such Participant may be exercised for the lesser of six months
or until the expiration of the option term of such Stock Option.  Any Option
not exercised during such period shall terminate at the end of the period.

         6.4   Rights as Shareholder.  A Participant shall not have any
right as a shareholder with respect to any shares of Common Stock subject to
Stock Options until such Options are exercised and stock certificates are
issued to the Participant.

                           ARTICLE VII

                     Termination or Amendment

         7.1   Termination or Amendment of the Plan.  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 IX); provided,
however, that, unless otherwise required by law, the rights of a Participant
with respect to Options 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 shareholders, no
amendment may be made which would (i) materially increase the number of shares
of Common Stock that may be issued under this Plan (except by operation of
Section 4.2); (ii) materially modify the requirements as to eligibility for
participation in this Plan; or (iii) materially increase the benefits accruing
to participants under this Plan.  Notwithstanding the foregoing, the
provisions of Article V and Article VI may not be amended more than once every
six months, other than to comport with changes in the Code, the Employee
Retirement Income Security Act, or the rules thereunder.

         7.2   Amendment of Options.  The Committee may amend the terms
of any Stock Option 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.

                           ARTICLE VIII

                          Unfunded Plan

         8.1   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 IX

                        General Provisions

         9.1   Legend.  The Committee may require each person purchasing
shares upon exercise of a Stock Option to represent to 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 Common Stock is then listed, the Nasdaq Stock Market, 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.

         9.2   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.

         9.3   No Right to Continue as Director.  Neither this Plan nor
the grant of any Option hereunder shall confer upon any person the right to
continue as a director of the Company or obligate the Company to nominate any
director for reelection by the Company's shareholders.

         9.4   No Assignment of Benefits.  No Option 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 Option shall be void.

         9.5   Listing and Other Conditions.

               (a) As long as the Common Stock is listed on a national
securities exchange or the Nasdaq National Market, the issue of any shares of
Common Stock upon exercise of an Option shall be conditioned upon such shares
being listed on such exchange or Nasdaq.  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 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 upon exercise of
an Option 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, and the right to exercise
any Option 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 9.5, any Option 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.

         9.6   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).

         9.7   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.

         9.8   Indemnification.  Each member of the Committee and each
member of the Board 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 attorneys' fees and other costs incident to any suit, action,
investigation, claim or proceedings to which they may be a party by reason of
their 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 Board member 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 Board member may be entitled pursuant to the by-laws of
the Company.

         9.9   Costs.  The Company shall bear all expenses incurred in
administering this Plan, including expenses related to the issuance of Common
Stock upon exercise of Stock Options.

                            ARTICLE X

                           Term of Plan

         10.1  Effective Date.  The Plan shall be effective as of the
date on which it is approved by the shareholders of the Company.

         10.2  Termination.  Unless sooner terminated, this Plan shall
terminate ten years after the Effective Date and no Options may be granted
thereafter.  Termination of the Plan shall not affect Options granted before
such date, which may continue to be exercisable after the Plan terminates.