FORM S-8 
                SECURITIES AND EXCHANGE COMMISSION 
                     Washington, D.C.  20549 
 
REGISTRATION STATEMENT PURSUANT TO THE SECURITIES EXCHANGE ACT OF  
1933 
										   Page 1 of 37 
                        CARVER CORPORATION 
          (exact name of issuer as specified in its charter) 
 
             WASHINGTON..                       91-1043157 
  (State or other jurisdiction              (I.R.S. Employer 
of incorporation or organization)          Identification No.) 
 
            20121 48th Avenue W., Lynnwood, WA  98036 
            (address of principal executive offices) 
                           (Zip code) 
 
                         (206) 775-1202 
        (Registrant's telephone number, including area code) 
 
             CARVER CORPORATION 1995 STOCK OPTION PLAN 
             CARVER CORPORATION 1995 STOCK BONUS PLAN 
                  (Full titles of the Plans) 
 
                         John P. World 
                     20121 48th Avenue W. 
                         P.O. Box 1237 
                   Lynnwood, Washington 98036         
            (Name and address of agent for service) 
 
                        (206) 775-1202  
 (Telephone number, including area code, of agent for service) 
 
                    CALCULATION OF REGISTRATION FEE 
 
  Title of    Amount to    Proposed     Proposed     Amount of 
 Securities       be       Maximum      Maximum   Registration 
    to be     Registered   Offering    Aggregate       Fee 
 Registered       (1)       Price       Offering  
                           Per Share      Price 
 
Common Stock,   239,500     $1.75 -     $596,875     $205.82 
par value        shares      $2.50  
$0.01, subject 
to outstanding 
options (2) 
 
Common Stock,   488,650     $1.9375     $946,760     $326.47 
par value        shares 
$0.01, not 
subject to 
outstanding 
options (3) 
 
    Total (2) (3)                                $532.29
 
(1)  Pursuant to Rule 416(c), this registration statement also  
includes an indeterminate number of shares as may become issuable 
by reason of the anti-dilution provisions of the 1995 Stock Option 
Plan. 
 
(2)  Based upon the exercise price of options granted and  
outstanding as of the date of the filing of the registration  
statement. 
 
(3)  Estimated, pursuant to Rule 457(h)(1) and (2), solely for  
the purpose of calculating the amount of the registration fee  
which is based on the average of the high and low prices for  
shares of common stock of Carver Corporation on December 6, 1995, 
as quoted by the National Association of Securities Dealers 
Automated Quotation National Market System which was $1.9375 per 
share. 
 
                             PART II 
 
         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT 
 
Item 3.  Incorporation of Documents by Reference. 
 
The documents listed in (a) through (c) below are incorporated by 
reference in this registration statement. 
 
     (a)  The Company's Annual Report on Form 10-K for the fiscal 
year ended December 31, 1994, the Company's Quarterly  
Report on Form 10-Q for the quarter ended March 31, 1995, filed 
with the Commission pursuant to Section 13(a) of the Exchange Act 
of 1934, as amended (the "Exchange Act"). 
 
     (b)  All other reports filed pursuant to Section 13(a) or  
15(d) of the Exchange Act since the filing of the Form 10-K 
referred to in (a) above. 
 
     (c)  The description or the Company's securities contained in 
a registration statement on Form 8-A filed pursuant to Section 12 
of the Exchange Act. 
 
All documents filed by the Company pursuant to Sections 13(a),  
13(c), 14 or 15(d) of the Exchange Act after the date hereof and 
prior to the termination of the offering of the common stock 
pursuant to the Plan described herein shall be deemed to be 
incorporated by reference herein and to be a part hereof from the 
date of filing of such documents. 
 
Item 4.  Description of Securities. 
 
Not Applicable 
 
Item 5.  Interests of Named Experts and Counsel. 
 
None 
 
Item 6.  Indemnification of Directors and Officers. 
 
The Washington Business Corporation Act (Sections 23B.08.500  
through 23B.08.600 of the Revised Code of Washington) authorizes a 
court to award, or a corporation's Board of Directors to grant, 
indemnity to directors and officers in terms sufficiently broad to 
permit such indemnification under certain circumstances for 
liabilities arising under the Securities Act of 1933, as amended.  
Article IX of the Company's Bylaws provides for indemnification of 
its directors, officers, employees and other agents. 
 
The Washington Business Corporation Act includes a provision  
(Section 23B.08.320 of the Revised Code of Washington) that  
permits a corporation to limit a director's liability to the  
corporation or its shareholders for monetary damages for his acts 
or omissions as a director, except for those acts or omissions 
involving intentional misconduct or a knowing violation of law, 
certain unlawful distributions or a transaction whereby the 
director received a personal benefit to which he was not legally 
entitled.  The Registrant's Articles of Incorporation contain 
provisions implementing the allowed limitations on director 
liability. 
 
Item 7.  Exemption from Registration Claimed. 
 
Not Applicable 
 
Item 8.  Exhibits. 
 
Exhibit Number                   Exhibit  
 
4.1              Carver Corporation 1995 Stock Option Plan  
 
4.2              Carver Corporation 1995 Stock Bonus Plan  
 
5.1              Opinion of Heller, Ehrman, White & McAuliffe  
 
23.1             Consent of Heller, Ehrman, White & McAuliffe  
                    (See Exhibit 5.1)  
 
23.2             Consent of Moss Adams, Independent Auditors  
 
24               Power of Attorney (See page 5 of this         
                    Registration Statement)  
 
Item 9.  Undertakings. 
 
     (a)	The undersigned registrant hereby undertakes: 
 
         (1)  To file, during any period in which offers or sales 
are being made, a post-effective amendment to this registration 
statement: 
 
               (i)  To include any prospectus required by section 
10(a)(3) of the Securities Act 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; 
 
               (iii)  To include any material information with 
respect to the plan of distribution not previously disclosed in the 
registration statement or any material change to such information 
in the registration statement; 
 
     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do 
not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic 
reports filed by the registrant pursuant to section 13 or section 
15(d) of the Securities Exchange Act of 1934 that are incorporated 
by reference in this 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 undersigned registrant hereby undertakes that, for 
purposes of determining any liability under the Securities Act of 
1933, each filing of the registrant's annual report pursuant to 
section 13(a) or section 15(d) of the Securities Exchange Act of 
1934, (and, where applicable, each filing of an employee benefit 
plan's annual report pursuant to section 15(d) of the securities 
Exchange Act of 1934) 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. 
 
     (h)  Insofar as indemnification for liabilities arising under 
the Securities Act of 1933 may be permitted to directors, officers 
and controlling persons of the registrant pursuant to the foregoing 
provisions, or otherwise, the registrant has been advised that in 
the opinion of the 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 registrant of expenses incurred or paid by a director, officer 
or controlling person of the registrant in the successful defense 
of any action, suit or proceeding) is asserted by such director, 
officer or controlling person in connection with the securities 
being registered, the  
registrant will, unless in the opinion of its counsel the matter 
has been settled by controlling precedent, submit to a court of 
appropriate jurisdiction the question of 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 
 
     The Registrant.  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 his behalf by the undersigned, thereunto 
duly authorized, in the City of Lynnwood, State of Washington, on 
the 12th day of December, 1995. 
 
                   CARVER CORPORATION 
 
 
By:  /s/ ROBERT A. FULTON	 
     Robert A. Fulton, President and Chief 
     Executive Officer (Principal Executive Officer) 
 
 
                         Power of Attorney 
 
     Each person whose signature appears below constitutes and 
appoints Robert A. Fulton and Sandra L. Jenkins, or any of them, 
his or her attorney-in-fact, with the power of substitution, for 
him or her in any and all capacities, to sign any amendments to 
this Registration Statement, and to file the same, with exhibits 
thereto and other documents in connection therewith, with the 
Securities and Exchange Commission, hereby ratifying and confirming 
all that said attorneys-in-fact, or their substitute or 
substitutes, may 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 date indicated. 
 
Signature                     Title                   Date 
 
/s/SANDRA L. JENKINS 
Sandra L. Jenkins      Vice President-Finance     December 12, 1995  
                      (Principal Financial and 
                       Accounting Officer) 
 
 
Robert W. Carver            Director              December __, 1995 
 
/s/ ROBERT A.FULTON         Director              December 12, 1995 
Robert A. Fulton 
 
/s/ THOMAS C.GRAHAM 
Thomas C. Graham            Director              December 12, 1995 
 
/s/ JOHN F. VYNNE 
John F. Vynne               Director              December 12, 1995 
 
/s/ STEPHEN M.WILLIAMS     
Stephen M. Williams         Director              December 12,1995 
 
 
                         EXHIBIT INDEX   
 
Exhibit No.                 Exhibit                            Page 
 
4.1          Carver Corporation 1995 Stock Option Plan           7 
 
4.2          Carver Corporation 1995 Stock Bonus Plan           20 
 
5.1          Opinion of Heller, Ehrman, White & McAuliffe       27 
 
23.2         Consent of Moss Adams, Independent Auditors        30 
 
                            EXHIBIT 4.1 
                        CARVER CORPORATION 
                      1995 STOCK OPTION PLAN 
 
     This 1995 Stock Option Plan (the "Plan") provides for the  
grant of options to acquire shares of common stock, .01 par value 
(the "Common Stock"), of Carver Corporation, a Washington  
corporation (the "Company").  Stock options granted under this  
Plan that qualify under Section 422 of the Internal Revenue Code  
of 1986, as amended (the "Code"), are referred to in this Plan as  
"Incentive Stock Options."  Incentive Stock Options and stock  
options that do not qualify under Section 422 of the Code ("Non- 
Qualified Stock Options") granted under this Plan are referred to  
as "Options." 
 
     1.  PURPOSES. 
 
     The purposes of this Plan are to retain the services of  
directors, valued key employees and consultants of the Company  
and such other persons as the Plan Administrator shall select in  
accordance with Section 3 below, to encourage such persons to  
acquire a greater proprietary interest in the Company, thereby  
strengthening their incentive to achieve the objectives of the  
shareholders of the Company, and to serve as an aid and inducement 
in the hiring of new employees and to provide an equity incentive 
to directors, consultants and other persons selected by the Plan 
Administrator.  
 
     2.  ADMINISTRATION. 
 
     This Plan shall be administered by the Board of Directors of  
the Company (the "Board") if each director is a "disinterested  
person" (as defined below).  If all directors are not independent  
directors, the Plan shall be administered by a committee designated 
by the Board and composed of two (2) or more members of the Board, 
which committee (the "Committee") may be an executive, compensation 
or other committee, including a separate committee especially 
created for this purpose.  The term "disinterested person" shall 
have the meaning assigned to it under Rule 16b-3 (as amended from 
time to time) promulgated under the Securities Exchange Act of 
1934, as amended (the "Exchange Act"), or any successor rule or 
regulatory requirement (the "Rule").  The Committee shall have the 
powers and authority vested in the Board hereunder (including the 
power and authority to interpret any provision of this Plan or of 
any Option).  The members of any such Committee shall serve at the 
pleasure of the Board.  A majority of the members of the Committee 
shall constitute a quorum, and all actions of the Committee shall 
be taken by a majority of the members present.  Any action may be  
taken by a written instrument signed by all of the members of the  
Committee and any action so taken shall be fully effective as if  
it had been taken at a meeting.  The Board, or any committee  
thereof appointed to administer the Plan, is referred to herein  
as the "Plan Administrator."   
 
     Subject to the provisions of this Plan, and with a view to  
effecting its purpose, the Plan Administrator shall have sole  
authority, in its absolute discretion, to (a) construe and 
interpret this Plan; (b) define the terms used in this Plan; (c)  
prescribe, amend and rescind rules and regulations relating to  
this Plan; (d) correct any defect, supply any omission or reconcile 
any inconsistency in this Plan; (e) grant Options under this Plan 
(other than pursuant to Section 6); (f) determine the individuals 
to whom Options shall be granted under this Plan and whether the 
Option is an Incentive Stock Option or a Non-Qualified Stock 
Option; (g) determine the time or times at which Options shall be 
granted under this Plan; (h) determine the number of shares of 
Common Stock subject to each Option, the exercise price of each 
Option, the duration of each Option and the times at which each 
Option shall become exercisable; (i) determine all other terms and 
conditions of Options; and (j) make all other determinations 
necessary or advisable for the administration of this Plan.  All 
decisions, determinations and interpretations made by the Plan 
Administrator shall be binding and conclusive on all participants 
in this Plan and on their legal representatives, heirs and 
beneficiaries.   
 
     The Plan Administrator shall have no authority, discretion  
or power to select the persons who will receive Options under  
Section 6 hereof or to set the number of shares to be covered by  
such Options, the exercise price of such Options, the timing of  
the grant of such Options or the period within which such Options  
may be exercised.   
 
     The Board or the Committee may delegate to one or more  
executive officers of the Company the authority to grant Options  
under this Plan to employees of the Company who, on the Date of  
Grant, are not subject to Section 16(b) of the Exchange Act with  
respect to the Common Stock ("Non-Insiders"), and in connection  
therewith the authority to determine:  (a) the number of shares  
of Common Stock subject to such Option; (b) the duration of the  
Option; (c) the vesting schedule for determining the times at  
which such Option shall become exercisable; and (d) all other  
terms and conditions of such Options.  The exercise price for any  
Option granted by action of an executive officer or officers  
pursuant to such delegation of authority shall not be less than  
the fair market value per share of the Common Stock on the Date  
of Grant.  Unless expressly approved in advance by the Board or  
the Committee, such delegation of authority shall not include the  
authority to accelerate the vesting, extend the period for  
exercise or otherwise alter the terms of outstanding Options.   
The term "Plan Administrator" when used in any provision of this  
Plan other than Sections 2, 5(m), 5(n) and 12 shall be deemed to  
refer to the Board or the Committee, as the case may be, and an  
executive officer who has been authorized to grant Options  
pursuant hereto, insofar as such provision may be applied to Non- 
Insiders and Options granted to Non-Insiders.   
 
     3.  ELIGIBILITY. 
 
     Incentive Stock Options may be granted to any individual  
who, at the time the Option is granted, is an employee of the  
Company or any Related Corporation (as defined below), including  
employees who are directors of the Company ("Employees").  Non- 
Qualified Stock Options may be granted to Employees and to such  
other persons as the Plan Administrator shall select.  Options  
shall be granted hereunder to directors who are not employees of  
the Company or any related Corporation, but solely on the terms  
and conditions set forth in Section 6 hereof.  Options may be  
granted in substitution for outstanding Options of another  
corporation in connection with the merger, consolidation,  
acquisition of property or stock or other reorganization between  
such other corporation and the Company or any subsidiary of the  
Company.  Options also may be granted in exchange for outstanding  
Options.  No person shall be eligible to receive in any fiscal  
year Options to purchase more than 50,000 shares of Common Stock  
(subject to adjustment as set forth in Section 5(m) hereof).  Any  
person to whom an Option is granted under this Plan is referred  
to as an "Optionee."  Any person who is the owner of an Option is  
referred to as a "Holder." 
 
     As used in this Plan, the term "Related Corporation," shall  
mean any corporation (other than the Company) that is a "Parent  
Corporation" of the Company or "Subsidiary Corporation" of the  
Company, as those terms are defined in Sections 424(e) and  
424(f), respectively, of the Code (or any successor provisions),  
and the regulations thereunder (as amended from time to time). 
 
     4.  STOCK. 
 
     The Plan Administrator is authorized to grant Options to  
acquire up to a total of 360,000 shares of the Company's  
authorized but unissued, or reacquired, Common Stock.  The number  
of shares with respect to which Options may be granted hereunder  
is subject to adjustment as set forth in Section 5(m) hereof.  Of  
these 360,000 shares, 60,000 shares are available exclusively for  
grant to certain directors of the Company under Section 6 hereof,  
subject to adjustment in as set forth in Section 5(m).  In the  
event that any outstanding Option expires or is terminated for  
any reason, the shares of Common Stock allocable to the unexercised 
portion of such Option may again be subject to an Option to the 
same Optionee or to a different person eligible under Section 3 of 
this Plan; provided however, that any cancelled Options will be 
counted against the maximum number of shares with respect to which 
Options may be granted to any particular person as set forth in 
Section 3 hereof. 
 
     5.  TERMS AND CONDITIONS OF OPTIONS. 
 
     Each Option granted under this Plan shall be evidenced by a  
written agreement approved by the Plan Administrator (the  
"Agreement").  Agreements may contain such provisions, not  
inconsistent with this Plan, as the Plan Administrator in its  
discretion may deem advisable.  All Options also shall comply  
with the following requirements: 
 
          (a)  Number of Shares and Type of Option. 
 
     Each Agreement shall state the number of shares of Common  
Stock to which it pertains and whether the Option is intended to  
be an Incentive Stock Option or a Non-Qualified Stock Option.  In  
the absence of action to the contrary by the Plan Administrator  
in connection with the grant of an Option, all Options shall be  
Non-Qualified Stock Options.  The aggregate fair market value  
(determined at the Date of Grant, as defined below) of the stock  
with respect to which Incentive Stock Options are exercisable for  
the first time by the Optionee during any calendar year (granted  
under this Plan and all other Incentive Stock Option plans of the  
Company, a Related Corporation or a predecessor corporation)  
shall not exceed $100,000, or such other limit as may be  
prescribed by the Code as it may be amended from time to time.   
Any portion of an Option which exceeds the annual limit shall not  
be void but rather shall be a Non-Qualified Stock Option. 
 
          (b)  Date of Grant. 
 
     Each Agreement shall state the date the Plan Administrator  
has deemed to be the effective date of the Option for purposes of  
this Plan (the "Date of Grant"). 
 
            (c)  Option Price. 
 
     Each Agreement shall state the price per share of Common  
Stock at which it is exercisable.  The exercise price shall be  
fixed by the Plan Administrator at whatever price the Plan  
Administrator may determine in the exercise of its sole discretion; 
provided that the per share exercise price for an Incentive Stock 
Option shall not be less than the fair market value per share of 
the Common Stock at the Date of Grant as determined by the Plan 
Administrator in good faith; provided further, that with respect to 
Incentive Stock Options granted to greater-than-10 percent (>10%) 
shareholders of the Company (as determined with reference to 
Section 424(d) of the Code), the exercise price per share shall not 
be less than 110 percent (110%) of the fair market value per share 
of the Common Stock at the Date of Grant as determined by the Plan 
Administrator in good faith; and, provided further, that Options 
granted in substitution for outstanding options of another 
corporation in connection with the merger, consolidation, 
acquisition of property or stock or other reorganization involving 
such other corporation and the Company or any subsidiary of the 
Company may be granted with an exercise price equal to the exercise 
price for the substituted option of the other corporation, subject 
to any adjustment consistent with the terms of the transaction 
pursuant to which the substitution is to occur. 
 
          (d)  Duration of Options. 
 
     At the time of the grant of the Option, the Plan Administrator 
shall designate, subject to paragraph 5(g) below, the expiration 
date of the Option, which date shall not be later than 10 years 
from the Date of Grant in the case of Incentive Stock Options; 
provided, that the expiration date of any Incentive Stock Option 
granted to a greater-than-10 percent (>10%) shareholder of the 
Company (as determined with reference to Section 424(d) of the 
Code) shall not be later than five years from the Date of Grant.  
In the absence of action to the contrary by the Plan Administrator 
in connection with the grant of a particular Option, and except in 
the case of Incentive Stock Options as described above, all Options 
granted under this Section 5 shall expire ten (10) years from the 
Date of Grant. 
 
          (e)  Vesting Schedule  
 
	No Option shall be exercisable until it has vested.  The  
vesting schedule for each Option shall be specified by the Plan  
Administrator at the time of grant of the Option prior to the  
provision of services with respect to which such Option is granted; 
provided, that if no vesting schedule is specified at the time of 
grant, the Option shall vest according to the following schedule: 
 
         Number of Years                   Percentage of Total 
    Following Date of Grant                    Option Vested    
 
              One                                   25% 
              Two                                   50% 
              Three                                 75% 
              Four                                 100% 
 
     The Plan Administrator may specify a vesting schedule for  
all or any portion of an Option based on the achievement of  
performance objectives established in advance of the commencement  
by the Optionee of services related to the achievement of the  
performance objectives.  Performance objectives shall be expressed 
in terms of one or more of the following:  return on equity, return 
on assets, share price, market share, sales, earnings per share, 
costs, net earnings, net worth, inventories, cash and cash 
equivalents, gross margin or the Company's performance relative to 
its internal business plan.  Performance objectives may be in 
respect of the performance of the Company as a whole (whether on a 
consolidated or unconsolidated basis), a Related Corporation, or a 
subdivision, operating unit, product or product line of either of 
the foregoing.  Performance objectives may be absolute or relative 
and may be expressed in terms of a progression or a range.  An 
option which is exercisable (in whole or in part) upon the 
achievement of one or more performance objectives may be exercised 
only following written notice to the Optionee and the Company by 
the Plan Administrator that the performance objective has been 
achieved. 
 
          (f)  Acceleration of Vesting  
 
     The vesting of one or more outstanding Options may be  
accelerated by the Plan Administrator at such times and in such  
amounts as it shall determine in its sole discretion.  The  
vesting of Options also shall be accelerated under the  
circumstances described in Sections 5(m) and 5(n) below.  
 
          (g)  Term of Option. 
 
     Vested Options shall terminate, to the extent not previously  
exercised, upon the occurrence of the first of the following  
events:  (i) the expiration of the Option, as designated by the  
Plan Administrator in accordance with Section 5(d) above; (ii)  
the date of an Optionee's termination of employment or contractual 
relationship with the Company or any Related Corporation for cause 
(as determined in the sole discretion of the Plan Administrator); 
(iii) the expiration of ninety (90) days from the date of an 
Optionee's termination of employment or contractual relationship 
with the Company or any Related Corporation for any reason 
whatsoever other than cause, death or Disability (as defined below) 
unless, the exercise period is extended by the Plan Administrator 
until a date not later than the expiration date of the Option; or 
(iv) the expiration of one year from (A) the date of death of the 
Optionee or (B) cessation of an Optionee's employment or 
contractual relationship by reason of Disability (as defined below) 
unless, the exercise period is extended by the Plan Administrator 
until a date not later than the expiration date of the Option.  If 
an Optionee's employment or contractual relationship is terminated 
by death, any Option held by the Optionee shall be exercisable only 
by the person or persons to whom such Optionee's rights under such 
Option shall pass by the Optionee's will or by the laws of descent 
and distribution of the state or county of the Optionee's domicile 
at the time of death.  For purposes of the Plan, unless otherwise  
defined in the Agreement, "Disability" shall mean any physical,  
mental or other health condition which substantially impairs the  
Optionee's ability to perform his or her assigned duties for one  
hundred twenty (120) days or more in any two hundred forty (240)  
day period or that can be expected to result in death.  The Plan  
Administrator shall determine whether an Optionee has incurred a  
Disability on the basis of medical evidence acceptable to the  
Plan Administrator.  Upon making a determination of Disability,  
the Plan Administrator shall, for purposes of the Plan, determine  
the date of an Optionee's termination of employment or  
contractual relationship.   
 
     Unless accelerated in accordance with Section 5(f) above,  
unvested Options shall terminate immediately upon termination of  
employment of the Optionee by the Company for any reason 
whatsoever, including death or Disability.  For purposes of this  
Plan, transfer of employment between or among the Company and/or  
any Related Corporation shall not be deemed to constitute a  
termination of employment with the Company or any Related  
Corporation.  For purposes of this subsection with respect to  
Incentive Stock Options, employment shall be deemed to continue  
while the Optionee is on military leave, sick leave or other bona  
fide leave of absence (as determined by the Plan Administrator).  
 The foregoing notwithstanding, employment shall not be deemed to  
continue beyond the first ninety (90) days of such leave, unless  
the Optionee's re-employment rights are guaranteed by statute or  
by contract. 
 
          (h)  Exercise of Options. 
 
     Options shall be exercisable, either all or in part, at any  
time after vesting, until termination; provided, however, that  
any Optionee who is subject to the reporting and liability 
provisions of Section 16 of the Exchange Act with respect to the  
Common Stock shall be precluded from selling or transferring any  
Common Stock or other security underlying an Option during the  
six (6) months immediately following the grant of that Option.   
If less than all of the shares included in the vested portion of  
any Option are purchased, the remainder may be purchased at any  
subsequent time prior to the expiration of the Option term.  No  
portion of any Option for less than one hundred (100) shares (as  
adjusted pursuant to Section 5(m) below) may be exercised;  
provided, that if the vested portion of any Option is less than  
one hundred (100) shares, it may be exercised with respect to all  
shares for which it is vested.  Only whole shares may be issued  
pursuant to an Option, and to the extent that an Option covers  
less than one (1) share, it is unexercisable.   
 
     Options or portions thereof may be exercised by giving  
written notice to the Company, which notice shall specify the  
number of shares to be purchased, and be accompanied by payment  
in the amount of the aggregate exercise price for the Common  
Stock so purchased, which payment shall be in the form specified  
in Section 5(i) below.  The Company shall not be obligated to  
issue, transfer or deliver a certificate of Common Stock to the  
Holder of any Option, until provision has been made by the  
Holder, to the satisfaction of the Company, for the payment of  
the aggregate exercise price for all shares for which the Option  
shall have been exercised and for satisfaction of any tax with- 
holding obligations associated with such exercise.  During the  
lifetime of an Optionee, Options are exercisable only by the  
Optionee or a transferee who takes title to the Option in the  
manner permitted by Subsection 5(k) hereof. 
 
          (I)  Payment upon Exercise of Option. 
 
     Upon the exercise of any Option, the aggregate exercise  
price shall be paid to the Company in cash or by certified or  
cashier's check.  In addition, the Holder may pay for all or any  
portion of the aggregate exercise price by complying with one or  
more of the following alternatives: 
 
          (1)  by delivering to the Company shares of Common  
Stock previously held by such Holder, or by the Company   
withholding shares of Common Stock otherwise deliverable pursuant  
to exercise of the Option, which shares of Common Stock received  
or withheld shall have a fair market value at the date of exercise 
(as determined by the Plan Administrator) equal to the aggregate 
exercise price to be paid by the Optionee upon such exercise; 
 
          (2)  by delivering a properly executed exercise notice  
together with irrevocable instructions to a broker to promptly  
deliver to the Company the amount of sale or loan proceeds to pay  
the exercise price; or 
 
          (3)  by complying with any other payment mechanism  
approved by the Plan Administrator at the time of exercise.  
 
          (j)  Rights as a Shareholder. 
 
     A Holder shall have no rights as a shareholder with respect  
to any shares covered by an Option until such Holder becomes a  
record holder of such shares, irrespective of whether such Holder  
has given notice of exercise.  Subject to the provisions of  
Sections 5(m) and 5(n) hereof, no rights shall accrue to a Holder  
and no adjustments shall be made on account of dividends (ordinary 
or extraordinary, whether in cash, securities or other property) or 
distributions or other rights declared on, or created in, the 
Common Stock for which the record date is prior to the date the 
Holder becomes a record holder of the shares of Common Stock 
covered by the Option, irrespective of whether such Holder has 
given notice of exercise. 
 
          (k)  Transfer of Option. 
 
     Options granted under this Plan and the rights and privileges 
conferred by this Plan may not be transferred, assigned, pledged or 
hypothecated in any manner (whether by operation of law or 
otherwise) other than by will, by applicable laws of descent and 
distribution or (except in the case of an Incentive Stock Option) 
pursuant to a qualified domestic relations order, and shall not be 
subject to execution, attachment or similar process; provided 
however, that any Agreement may provide or be amended to provide 
that the Option to which it relates is transferrable without 
payment of consideration to immediate family members of the 
Optionee or to trusts or partnerships established exclusively for 
the benefit of the Optionee and the Optionee's immediate family 
members.  Upon any attempt to transfer, assign, pledge, hypothecate 
or otherwise dispose of any Option or of any right or privilege 
conferred by this Plan contrary to the provisions hereof, or upon 
the sale, levy or any attachment or similar process upon the rights 
and privileges conferred by this Plan, such Option shall thereupon  
terminate and become null and void. 
 
          (l)  Securities Regulation and Tax Withholding. 
 
               (1)  Shares shall not be issued with respect to an  
Option unless the exercise of such Option and the issuance and  
delivery of such shares shall comply with all relevant provisions  
of law, including, without limitation, any applicable state  
securities laws, the Securities Exchange Act of 1933, as amended,  
the Exchange Act, the rules and regulations thereunder and the  
requirements of any stock exchange upon which such shares may  
then be listed, and such issuance shall be further subject to the  
approval of counsel for the Company with respect to such 
compliance, including the availability of an exemption from  
registration for the issuance and sale of such shares.  The  
inability of the Company to obtain from any regulatory body the  
authority deemed by the Company to be necessary for the lawful  
issuance and sale of any shares under this Plan, or the  
unavailability of an exemption from registration for the issuance  
and sale of any shares under this Plan, shall relieve the Company  
of any liability with respect to the non-issuance or sale of such  
shares.   
 
                    As a condition to the exercise of an Option,  
the Plan Administrator may require the Holder to represent and  
warrant in writing at the time of such exercise that the shares  
are being purchased only for investment and without any then- 
present intention to sell or distribute such shares.  At the  
option of the Plan Administrator, a stop-transfer order against  
such shares may be placed on the stock books and records of the  
Company, and a legend indicating that the stock may not be  
pledged, sold or otherwise transferred unless an opinion of  
counsel is provided stating that such transfer is not in violation 
of any applicable law or regulation, may be stamped on the 
certificates representing such shares in order to assure an  
exemption from registration.  The Plan Administrator also may  
require such other documentation as may from time to time be  
necessary to comply with federal and state securities laws.  THE  
COMPANY HAS NO OBLIGATION TO UNDERTAKE REGISTRATION OF OPTIONS OR  
THE SHARES OF STOCK ISSUABLE UPON THE EXERCISE OF OPTIONS. 
 
              (2)  The Holder shall pay to the Company by  
certified or cashier's check, promptly upon exercise of an Option  
or, if later, the date that the amount of such obligations  
becomes determinable, all applicable federal, state, local and  
foreign withholding taxes that the Plan Administrator, in its  
discretion, determines to result upon exercise of an Option or  
from a transfer or other disposition of shares of Common Stock  
acquired upon exercise of an Option or otherwise related to an  
Option or shares of Common Stock acquired in connection with an  
Option.  Upon approval of the Plan Administrator, a Holder may  
satisfy such obligation by complying with one or more of the  
following alternatives selected by the Plan Administrator: 
 
                   (A)  by delivering to the Company shares of  
Common Stock previously held by such Holder or by the Company  
withholding shares of Common Stock otherwise deliverable pursuant  
to the exercise of the Option, which shares of Common Stock  
received or withheld shall have a fair market value at the date  
of exercise (as determined by the Plan Administrator) equal to  
the tax obligation to be paid by the Optionee upon such exercise;  
provided that if the Holder is an Insider or if beneficial  
ownership of the shares issuable upon exercise of the Option is  
attributable to an Insider pursuant to the regulations under  
Section 16 of the Exchange Act, the Holder will have executed, by  
a date not later than six (6) months prior to the date of  
exercise, an irrevocable election to satisfy its obligations  
under this Paragraph 2 through the Company withholding shares of  
Common Stock otherwise deliverable pursuant to the exercise of  
the Option; 
 
                   (B)  by executing appropriate loan documents  
approved by the Plan Administrator by which the Holder borrows  
funds from the Company to pay the withholding taxes due under  
this Paragraph 2, with such repayment terms as the Plan  
Administrator shall select; or 
 
                   (C)  by complying with any other payment  
mechanism approved by the Plan Administrator from time to time. 
 
              (3)  The issuance, transfer or delivery of  
certificates of Common Stock pursuant to the exercise of Options  
may be delayed, at the discretion of the Plan Administrator,  
until the Plan Administrator is satisfied that the applicable  
requirements of the federal and state securities laws and the  
withholding provisions of the Code have been met.   
 
         (m)  Stock Dividend, Reorganization or Liquidation. 
 
              (1)  If (i) the Company shall at any time be  
involved in a transaction described in Section 424(a) of the Code  
(or any successor provision) or any "corporate transaction"  
described in the regulations thereunder; (ii) the Company shall  
declare a dividend payable in, or shall subdivide or combine, its  
Common Stock or (iii) any other event with substantially the same  
effect shall occur, the Plan Administrator shall, with respect to  
each outstanding Option, proportionately adjust the number of  
shares of Common Stock subject to such Option and/or the exercise  
price per share so as to preserve the rights of the Holder  
substantially proportionate to the rights of the Holder prior to  
such event, and to the extent that such action shall include an  
increase or decrease in the number of shares of Common Stock  
subject to outstanding Options, the number of shares available  
under Section 4 of this Plan and the number of shares of Common  
Stock underlying Options to be granted pursuant to Section 6  
hereof shall automatically be increased or decreased, as the case  
may be, proportionately, without further action on the part of  
the Plan Administrator, the Company, the Company's shareholders,  
or any Holder. 
 
              (2)  If the Company shall at any time declare an  
extraordinary dividend with respect to the Common Stock, whether  
payable in cash or other property, the Plan Administrator may, in  
the exercise of its sole discretion and with respect to each  
outstanding Option, proportionately adjust the number of shares  
of Common Stock subject to such Option and/or adjust the exercise  
price per share so as to preserve the rights of the Holder  
substantially proportionate to the rights of the Holder prior to  
such event, and to the extent that such action shall include an  
increase or decrease in the number of shares of Common Stock  
subject to outstanding Options, the number of shares available  
under Section 4 of this Plan and the number of shares of Common  
Stock underlying Options to be granted pursuant to Section 6  
hereof shall automatically be increased or decreased, as the case  
may be, proportionately, without further action on the part of  
the Plan Administrator, the Company, the Company's shareholders,  
or any Holder. 
 
              (3)  If the Company is liquidated or dissolved, the  
Plan Administrator may allow the Holders of any outstanding  
Options to exercise all or any part of the unvested portion of  
the Options held by them; provided, however, that such Options  
must be exercised prior to the effective date of such liquidation  
or dissolution.  If the Holders do not exercise their Options  
prior to such effective date, each outstanding Option shall  
terminate as of the effective date of the liquidation or dissolu- 
tion. 
 
              (4)  The foregoing adjustments in the shares  
subject to Options shall be made by the Plan Administrator, or by  
any successor administrator of this Plan, or by the applicable  
terms of any assumption or substitution document. 
 
              (5)  The grant of an Option shall not affect in any  
way the right or power of the Company to make adjustments,  
reclassifications, reorganizations or changes of its capital or  
business structure, to merge, consolidate or dissolve, to  
liquidate or to sell or transfer all or any part of its business  
or assets. 
 
         (n)  Change in Control 
 
              (1)  Any and all Options that are outstanding under  
the Plan at the time of occurrence of any of the events described  
in Subparagraphs (A), (B), (C) and (D) below (an "Eligible  
Option") shall become immediately vested and fully exercisable  
for the periods indicated (each such exercise period referred to  
as an "Acceleration Window"): 
 
                   (A)  For a period of forty-five (45) days  
beginning on the day on which any Person together with all  
Affiliates and Associates (as such terms are defined below) of  
such Person shall become the Beneficial Owner (as defined below)  
of twenty-five percent (25%) or more of the shares of Common  
Stock then outstanding, but shall not include the Corporation,  
any subsidiary of the Corporation, any employee benefit plan of  
the Corporation or of any subsidiary of the Corporation, or any  
Person or entity organized, appointed or established by the  
Corporation for or pursuant to the terms of any such employee  
benefit plan; 
 
                   (B)  Beginning on the date that a tender or  
exchange offer for Common Stock by any Person (other than the  
Corporation, any subsidiary of the Corporation, any employee  
benefit plan of the Corporation or of any subsidiary of the  
Corporation, or any Person or entity organized, appointed or  
established by the Corporation for or pursuant to the terms of  
any such employee benefit plan) is first published or sent or  
given within the meaning of Rule 14d-2 under the Exchange Act and  
continuing so long as such offer remains open (including any  
extensions or renewals of such offer), unless by the terms of  
such offer the offeror, upon consummation thereof, would be the  
Beneficial Owner of less than thirty percent (30%) of the shares  
of Common Stock then outstanding;  
 
                   (C)  For a period of twenty (20) days  
beginning on the day on which the shareholders of the Corporation  
(or, if later, approval by the shareholders of any Person) duly  
approve any merger, consolidation, reorganization or other  
transaction providing for the conversion or exchange of more than  
fifty percent (50%) of the outstanding shares of Common Stock  
into securities of any Person, or cash, or property, or a  
combination of any of the foregoing; or 
 
                   (D)  For a period of twenty (20) days  
beginning on the day on which, at any meeting of the shareholders  
of the Company involving a contest for the election of directors,  
individuals constituting a majority of the Board of Directors who  
were not the Board of Director's nominees for election  
immediately prior to the meeting are elected; 
 
         provided, however, that with respect to the events  
specified in Subparagraphs (A), (B) and (C) above, such  
accelerated vesting shall not occur if the event that would  
otherwise trigger the accelerated vesting of Eligible Options has  
received the prior approval of a majority of all of the directors  
of the Corporation, excluding for such purposes the votes of  
directors who are directors or officers of, or have a material  
financial interest in any Person (other than the Corporation) who  
is a party to the event specified in Subparagraph (A), (B) or (C)  
above which otherwise would trigger acceleration of vesting and  
provided, further, that no Option which is to be converted into  
an option to purchase shares of Exchange Stock as stated at item  
(3) below shall be accelerated pursuant to this Section 5(n). 
 
         (2)  The exercisability of any Eligible Option which  
remains unexercised following expiration of an Acceleration  
Window shall be governed by the vesting schedule and other terms  
of the Agreement representing such Option. 
 
         (3)  If the shareholders of the Corporation receive  
shares of capital stock of another Person ("Exchange Stock") in  
exchange for or in place of shares of Common Stock in any  
transaction involving any merger, consolidation, reorganization  
or other transaction providing for the conversion or exchange of  
all or substantially all outstanding shares of Common Stock into  
Exchange Stock, then at the closing of such transaction all  
Options granted hereunder shall be converted into options to  
purchase shares of Exchange Stock unless the Corporation (by the  
affirmative vote of a majority of all of the directors of the  
Corporation, excluding for such purposes the votes of directors  
who are directors or officers of, or have a material financial  
interest in the Person issuing the Exchange Stock and any  
Affiliate of such Person), in its sole discretion, determines  
that any or all such Options granted hereunder shall not be so  
converted but instead shall terminate.  The amount and price of  
converted Options shall be determined by adjusting the amount and  
price of the Options granted hereunder in the same proportion as  
used for determining the shares of Exchange Stock the holders of  
the Common Stock received in such merger, consolidation,  
reorganization or other transaction.  Unless altered by the Plan  
Administrator, the vesting schedule set forth in the Option  
Agreement shall continue to apply to the Options granted for  
Exchange Stock. 
 
         For the purposes of this Subsection 5(n):  (i) "Person"  
shall include any individual, firm, corporation, partnership or  
other entity; (ii) "Affiliate" and "Associate" shall have the  
meanings assigned to them in Rule 12b-2 under the Exchange Act;  
and (iii) "Beneficial Owner" shall have the meaning assigned to  
it in Rule 16a-1 under the Exchange Act. 
 
     6.  NON-EMPLOYEE DIRECTORS. 
 
     Directors who are not also employees of the Company ("Non- 
Employee Directors") shall be eligible to receive options under  
the Plan only in accordance with the terms and conditions of this  
Section 6. 
 
         (a)  Number of Shares and Date of Grant 
 
     Concurrent with election to the Board of Directors, and so  
long as shares are available for grant pursuant to Section 4,  
each Non-Employee Director shall automatically receive an option  
to purchase 2,500 shares of Common Stock, subject to adjustment  
as set forth in Section 5(m) hereof.  Every first Wednesday in  
May for so long as shares are available for grant pursuant to  
Section 4, each Non-Employee Director who was a director of the  
Company as of December 31 of the immediately preceding year shall  
receive an additional option to purchase 2,500 shares of Common  
Stock, subject to adjustment as set forth in Section 5(m) hereof.  
 In addition, each Non-Employee Director holding office on the  
date of approval of this Plan by the Company's shareholders shall  
receive an option (a "Recognition Option") to purchase up to the  
number of shares of Common Stock equal to the product of (x)  
2,500, multiplied by (y) the number of complete years of  
continuous service of such person as a Non-Employee Director,  
subject to adjustment as set forth in Section 5(m) hereof.   
Options granted pursuant to this Section 6 shall be Non-Qualified  
Stock Options. 
 
         (b)  Option Price 
 
     The exercise price of Options granted under this Section 6  
shall be the fair market value of the Company's Common Stock on  
the Date of Grant.  For the purposes of this Section, the term  
"fair market value" on any given day means:  (i) if the Common  
Stock is listed on a national securities exchange, the average of  
the high and low prices of the Common Stock of the Company on  
such exchange; or (ii) if the Common Stock is quoted in the over- 
the-counter securities market, the last sale price of the Common  
Stock as quoted by NASDAQ National Market System or, if the  
Common Stock is not quoted in the National Market System, the  
mean between the closing bid and asked prices of Common Stock as  
quoted by NASDAQ. 
 
         (c)  Vesting 
 
     In order to ensure that the Company will receive the  
benefits contemplated in exchange for the Options, no Option  
granted under this Section 6 shall be exercisable until it has  
vested.  Options (other than Recognition Options) shall vest and  
become exercisable as follows:  forty percent (40%) on the Date  
of Grant; thirty percent (30%) on the first anniversary of the  
Date of Grant; and thirty percent (30%) on the second anniversary  
of the Date of Grant.  Recognition Options shall vest according  
to the same schedule but assuming that the Recognition Options  
had been granted in annual increments of 2,500 shares beginning  
on the first Wednesday in May of each of the calendar years  
following the Optionee's initial election to the Board of  
Directors. 
 
         (d)  Term of Option 
 
     Options shall terminate, to the extent not previously  
exercised, upon the occurrence of the first of the following  
events: 
 
              (i)  ten (10) years from the Date of Grant; 
 
              (ii)  the expiration of ninety (90) days from the  
date of Optionee's termination as a Director of the  
Company for any reason other than death or Disability  
(as defined below); or 
 
              (iii)  the expiration of one (1) year from the date  
of death of Optionee or the cessation of Optionee's  
service as a Director by reason of Disability (as  
defined below). 
 
     For purposes of this Section 6, unless otherwise defined in  
the Agreement, "Disability" shall mean any physical, mental or  
other health condition which substantially impairs the Optionee's  
ability to perform his or her duties as a director of the Company  
for one hundred twenty (120) days or more in any two hundred  
forty (240) day period or that can be expected to result in  
death.   
 
         (e)  Other Terms 
 
     Except as otherwise provided in this Section 6, all Options  
granted to Non-Employee Directors shall be subject to the  
provisions of the Plan, including Section 5. 
 
         (f)  Amendments 
 
     The provisions of this Section 6 shall not be amended more  
than once every six (6) months, other than to comport with  
changes in the Code, the Employee Retirement Income Security Act,  
or the rules thereunder. 
 
     7.  EFFECTIVE DATE; TERM. 
 
     This Plan shall be effective as of February 15, 1995.   
Incentive Stock Options may be granted by the Plan Administrator  
from time to time thereafter until February 14, 2005.  Non- 
Qualified Stock Options may be granted until this Plan is  
terminated by the Board in its sole discretion.  Termination of  
this Plan shall not terminate any Option granted prior to such  
termination.  Any Options granted by the Plan Administrator prior  
to the approval of this Plan by the shareholders of the Company  
shall be granted subject to ratification of this Plan by the  
shareholders of the Company within twelve (12) months after this  
Plan is adopted by the Board.  The Plan Administrator may require  
any shareholder approval that it considers necessary for the  
Company to comply with or to avail the Company and/or the  
Optionees of the benefits of any securities, tax, market listing  
or other administrative or regulatory requirement.  If such  
shareholder ratification is sought within twelve (12) months  
after this Plan is adopted by the Board and such shareholder  
ratification is not obtained, each and every Option granted under  
this Plan shall be null and void and shall convey no rights to  
the Holder thereof.  
 
     8.  NO OBLIGATIONS TO EXERCISE OPTION. 
 
     The grant of an Option shall impose no obligation upon the  
Optionee to exercise such Option. 
 
     9.  NO RIGHT TO OPTIONS OR TO EMPLOYMENT. 
 
     Except for the grant of options pursuant to Section 6  
hereof, whether or not any Options are to be granted under this  
Plan shall be exclusively within the discretion of the Plan  
Administrator, and nothing contained in this Plan shall be  
construed as giving any person any right to participate under  
this Plan.  The grant of an Option shall in no way constitute any  
form of agreement or understanding binding on the Company or any  
Related Company, express or implied, that the Company or any  
Related Company will employ or contract with an Optionee for any  
length of time, nor shall it interfere in any way with the  
Company's or, where applicable, a Related Company's right to  
terminate Optionee's employment at any time, which right is  
hereby reserved.  
 
     10.  APPLICATION OF FUNDS. 
 
     The proceeds received by the Company from the sale of Common  
Stock issued upon the exercise of Options shall be used for  
general corporate purposes, unless otherwise directed by the  
Board. 
 
     11.  INDEMNIFICATION OF PLAN ADMINISTRATOR. 
 
     In addition to all other rights of indemnification they may  
have as members of the Board, members of the Plan Administrator  
shall be indemnified by the Company for all reasonable expenses  
and liabilities of any type or nature, including attorneys' fees,  
incurred in connection with any action, suit or proceeding to  
which they or any of them are a party by reason of, or in  
connection with, this Plan or any Option granted under this Plan,  
and against all amounts paid by them in settlement thereof  
(provided that such settlement is approved by independent legal  
counsel selected by the Company), except to the extent that such  
expenses relate to matters for which it is adjudged that such  
Plan Administrator member is liable for willful misconduct;  
provided, that within fifteen (15) days after the institution of  
any such action, suit or proceeding, the Plan Administrator  
member involved therein shall, in writing, notify the Company of  
such action, suit or proceeding, so that the Company may have the  
opportunity to make appropriate arrangements to prosecute or  
defend the same. 
 
          12.  AMENDMENT OF PLAN. 
 
     Except as set forth in Section 6 hereof, the Plan  
Administrator may, at any time, modify, amend or terminate this  
Plan or modify or amend Options granted under this Plan,  
including, without limitation, such modifications or amendments  
as are necessary to maintain compliance with applicable statutes,  
rules or regulations; provided however, no amendment with respect  
to an outstanding Option which has the effect of reducing the  
benefits afforded to the Holder thereof shall be made over the  
objection of such Holder; further provided, that the events  
triggering acceleration of vesting of outstanding Options may be  
modified, expanded or eliminated without the consent of Holders.  
 The Plan Administrator may condition the effectiveness of any  
such amendment on the receipt of shareholder approval at such  
time and in such manner as the Plan Administrator may consider  
necessary for the Company to comply with or to avail the Company  
and/or the Optionees of the benefits of any securities, tax,  
market listing or other administrative or regulatory requirement.  
 Without limiting the generality of the foregoing, the Plan  
Administrator may modify grants to persons who are eligible to  
receive Options under this Plan who are foreign nationals or  
employed outside the United States to recognize differences in  
local law, tax policy or custom. 
 
                           EXHIBIT 4.2 
                       CARVER CORPORATION 
                     1995 STOCK BONUS PLAN 
 
     This 1995 Stock Bonus Plan (the "Plan") provides for the  
grant of bonuses consisting of shares of common stock, $.01 par  
value (the "Common Stock"), of Carver Corporation, a Washington  
corporation (the "Company").  Bonuses granted under this plan  
shall be Restricted Bonuses or Unrestricted Bonuses as defined in  
Section 5(a) of the Plan. 
 
          1.  PURPOSES.  The purposes of this Plan are to reward  
directors, valued key employees and consultants of the Company  
and such other persons as the Plan Administrator shall select in  
accordance with Section 3 below for their services to the  
Company, to enable such persons to acquire a greater proprietary  
interest in the Company, thereby strengthening their incentive to  
achieve the objectives of the shareholders of the Company, and to  
serve as an aid and inducement in the hiring of new employees. 
 
          2.  ADMINISTRATION.  This Plan shall be administered by  
the Board of Directors of the Company (the "Board") if each  
director is a "disinterested person" (as defined below).  If all  
directors are not disinterested persons, the Plan shall be  
administered by a committee designated by the Board and composed  
of two (2) or more members of the Board who are disinterested  
persons, which committee (the "Committee") may be an executive,  
compensation or other committee, including a separate committee  
especially created for this purpose.  "Disinterested person"  
shall have the meaning assigned to it under Rule 16b-3 (as  
amended from time to time) promulgated under the Securities  
Exchange Act of 1934, as amended (the "Exchange Act"), or any  
successor rule or regulatory requirement ("Rule 16b-3").  The  
Committee shall have the powers and authority vested in the Board  
hereunder (including the power and authority to interpret any  
provision of this Plan or of any Bonus).  The members of any such  
Committee shall serve at the pleasure of the Board.  A majority  
of the members of the Committee shall constitute a quorum, and  
all actions of the Committee shall be taken by a majority of the  
members present.  Any action may be taken by a written instrument  
signed by all of the members of the Committee and any action so  
taken shall be fully effective as if it had been taken at a  
meeting.  The Board, or any committee thereof appointed to  
administer the Plan, is referred to herein as the "Plan  
Administrator". 
 
          Subject to the provisions of this Plan, and with a view  
to effecting its purpose, the Plan Administrator shall have sole  
authority, in its absolute discretion, to (a) construe and  
interpret this Plan; (b) define the terms used in this Plan; (c)  
prescribe, amend and rescind rules and regulations relating to  
this Plan; (d) correct any defect, supply any omission or  
reconcile any inconsistency in this Plan; (e) determine the  
individuals to whom Bonuses shall be granted under this Plan and  
whether the Bonus shall be a Restricted Bonus or an Unrestricted  
Bonus; (f) determine the time or times at which Bonuses shall be  
granted under this Plan; (g) determine the number of shares of  
Common Stock covered by each Bonus; (h) determine all other terms  
and conditions of Bonuses; and (i) make all other determinations  
necessary or advisable for the administration of this Plan.  All  
decisions, determinations and interpretations made by the Plan  
Administrator shall be binding and conclusive on all participants  
in this Plan and on their legal representatives, heirs and bene- 
ficiaries. 
 
          The Plan Administrator shall have no authority,  
discretion or power to award bonuses hereunder to directors of  
the Company.  Benefits for such persons shall accrue solely in  
accordance with Section 6 hereof. 
 
          The Board or the Committee may delegate to one or more  
executive officers of the Company the authority to grant Bonuses  
under this Plan to employees of the Company who, on the Date of  
Grant, are not subject to Section 16(b) of the Exchange Act with  
respect to the Common Stock ("Non-Insiders"), and in connection  
therewith the authority to determine the number of shares of  
Common Stock covered by such Bonus and all other terms and  
conditions of such Bonuses.  Unless expressly approved in advance  
by the Board or the Committee, such delegation of authority shall  
not include the authority to alter the terms of outstanding  
Bonuses.  The term "Plan Administrator" when used in any provision 
of this Plan other than Sections 2 and 12 shall be deemed to refer 
to the Board or the Committee, as the case may be, and an executive 
officer who has been authorized to grant Bonuses pursuant hereto, 
insofar as such provision may be applied to Non-Insiders and 
Bonuses granted to Non-Insiders. 
 
          3.  ELIGIBILITY.  Bonuses may be granted to any  
individual who, at the time the Bonus is granted, is an employee  
of the Company or any Related Corporation (as defined below),  
including employees who are directors of the Company ("Employees"), 
and to such other persons as the Plan Administrator shall select.  
Bonuses shall be granted hereunder to directors who are not 
employees of the Company or any Related Corporation, but solely on 
the terms and conditions set forth in Section 6 hereof.  During 
each calendar year of the term of the Plan, no person shall be 
eligible to receive Bonuses covering more than 100,000 shares of 
Common Stock (subject to adjustment in the event of a stock split, 
stock dividend, recapitalization, reorganization or similar event).  
Any person to whom a Bonus is granted under this Plan is referred 
to as a "Grantee". 
 
          As used in this Plan, the term "Related Corporation",  
shall mean any corporation (other than the Company) that is a  
"Parent Corporation" of the Company or "Subsidiary Corporation"  
of the Company, as those terms are defined in Sections 424(e) and  
424(f), respectively, of the Internal Revenue Code of 1986, as  
amended (or any successor provisions) (the "Code"), and the  
regulations thereunder (as amended from time to time). 
 
          4.  STOCK.  In each year during the term of the Plan,  
the Plan Administrator is authorized to grant Bonuses to acquire  
an amount of shares of the Company's authorized but unissued, or  
reacquired, Common Stock equal in amount to one percent (1%) of  
the number of issued and outstanding shares of Common Stock on  
the record date for the meeting of shareholders of the Company at  
which this Plan is approved, in the case of 1995, and on  
January 1 of each year thereafter.  The number of shares with  
respect to which Bonuses may be granted in each year hereunder is  
subject to adjustment in the event of a stock split, stock  
dividend, recapitalization, reorganization or similar event.  In  
the event that any outstanding Bonus is forfeited for any reason,  
the shares of Common Stock allocable to the forfeited portion of  
such Bonus may again be subject to a Bonus to the same Grantee or  
to a different person eligible under Section 3 of this Plan.   
Shares of Common Stock granted to a Grantee pursuant to a Bonus  
are referred to herein as "Bonus Shares". 
 
          5.  TERMS AND CONDITIONS OF BONUSES. 
 
          (a)  Grant of Bonus.  The Plan Administrator may grant  
to a Grantee (i) Bonus Shares subject to the restrictions described 
in Section 5(c) hereof (such grant a "Restricted Bonus" and such 
shares "Restricted Bonus Shares"); or (ii) Bonus Shares which are 
not subject to the restrictions described in Section 5(c) hereof 
(such grant an "Unrestricted Bonus" and such shares "Unrestricted 
Bonus Shares").  The Grantee shall pay no consideration for 
Restricted Bonus Shares or Unrestricted Bonus Shares. 
 
          (b)  Bonus Agreement.  As soon as practicable after the  
date of a Bonus grant, the Company and the Grantee shall enter  
into a written agreement (a "Bonus Agreement") identifying the  
date of grant, and specifying the terms and conditions of the  
Bonus.  Any Bonus under this Plan shall be governed by the terms  
of the Plan and the applicable Bonus Agreement. 
 
          (c)  Restricted Bonus Shares. 
 
               (i)  Restrictions.  Subject to the provisions of  
the Plan and the Bonus Agreement, during the period (the  
"Restriction Period"), if any, set by the Plan Administrator at  
the time of award of the Bonus (the "Date of Grant"), commencing  
with, and not exceeding ten (10) years from, the Date of Grant,  
the Grantee shall not be permitted to sell, assign, transfer,  
pledge or otherwise encumber Restricted Bonus Shares.  Within  
these limits, the Plan Administrator 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 or such other factors or criteria as the Plan  
Administrator may determine. 
 
                (ii)  Dividends on Restricted Bonus Shares.  
Unless otherwise determined by the Plan Administrator, with  
respect to dividends on Restricted Bonus Shares, dividends  
payable in cash shall be paid to the Grantee and dividends  
payable in Common Stock shall be paid in the form of Restricted  
Bonus Shares.  The payment of share dividends in additional  
Restricted Bonus Shares shall only be permissible if sufficient  
shares of Common Stock are available under Section 4 for such  
reinvestment. 
 
               (iii)  Termination.  Except to the extent  
otherwise provided in the Bonus Agreement and pursuant to Section  
5(c)(i), in the event the Grantee ceases to be, for any reason,  
employed by, or a consultant to, the Company or a Related  
Corporation (such event a "Termination") during the Restriction  
Period, all Restricted Bonus Shares then subject to restriction  
shall be forfeited by the Grantee. 
 
                (iv)  Escrow and Voting of Restricted Bonus  
Shares.  As soon as practicable following the Grant Date, the  
appropriate officers of the Company shall prepare, issue and  
deliver certificate(s) representing Restricted Bonus Shares to  
the Chief Financial Officer or General Counsel of the Company  
(the "Administrative Executive") to be held by such person in  
accordance with this paragraph.  Any grant of Resticted Bonus  
Shares under this Plan shall be made conditioned on the Grantee's  
delivery to the Administrative Executive of stock power(s) duly  
transferring ownership of the Restricted Bonus Shares to the  
Company.  The Administrative Executive shall deliver the share  
certificate(s) and stock power(s) to the Grantee only following  
the receipt of written certification from the Plan Administrator  
that the Restricted Period relating to the Restricted Bonus  
Shares has expired.  Pending the delivery of share certificates  
representing Restricted Bonus Shares to the Grantee as provided  
in this paragraph 5(c)(iv) or the forfeiture of such shares as  
provided in paragraph 5(c)(iii), the Grantee shall be entitled to  
vote such shares. 
 
          (d)  Performance Goals.  Any Bonus may be granted  
either alone or in addition to other Bonuses granted under the  
Plan.  The Plan Administrator may condition the grant of any  
Bonus upon the attainment of specified performance goals or such  
other factors or criteria, including continued employment or  
consulting, as the Plan Administrator shall determine.  Performance 
objectives may vary from Grantee to Grantee and among groups of 
Grantees and shall be based upon such Company, subsidiary, group or 
division factors or criteria as the Plan Administrator may deem 
appropriate, including, but not limited to, earnings per share or 
return on equity.  The other provisions of Bonuses also need not be 
the same with respect to each recipient.  Unless specified 
otherwise in the Plan or by the Plan Administrator, the date of 
grant of a Bonus shall be the date of action by the Plan 
Administrator to grant the Bonus. 
 
          (e)  Right of Repurchase.  At the option of the Plan  
Administrator, Bonus Shares issued under this Plan may be subject  
to a right of repurchase in favor of the Company upon Termination  
(as defined in Section 5(c)(iii) hereof) of the Grantee.  The  
terms and conditions of such right of repurchase, if any, shall  
be set forth in the Bonus Agreement. 
 
          (f)  Securities Regulation and Tax Withholding. 
 
               (i)  Bonus Shares shall not be issued with respect  
to a Bonus, unless the grant of such Bonus and the issuance and  
delivery of such Bonus Shares shall comply with all relevant  
provisions of law, including, without limitation, any applicable  
state securities laws, the Securities Act of 1933, as amended,  
the Exchange Act, the rules and regulations thereunder and the  
requirements of any stock exchange or quotation system upon which  
such Bonus Shares may then be listed or quoted, and such issuance  
shall be further subject to the approval of counsel for the  
Company with respect to such compliance, including the availability 
of an exemption from registration for the issuance of such Bonus 
Shares.  The inability of the Company to obtain from any regulatory 
body the authority deemed by the Company to be necessary for the 
lawful issuance of any Bonus Shares under this Plan, or the 
unavailability of an exemption from registration for the issuance 
of any Bonus Shares under this Plan, shall relieve the Company of 
any liability with respect to the non-issuance of such Bonus 
Shares. 
 
               As a condition to the issuance of Bonus Shares,  
the Plan Administrator may require the Grantee to represent and  
warrant in writing at the time of such issuance that such Bonus  
Shares are being acquired only for investment and without any  
then-present intention to sell or distribute such Bonus Shares.   
At the option of the Plan Administrator, a stop-transfer order  
against such Bonus Shares may be placed on the stock books and  
records of the Company, and a legend indicating that the Bonus  
Shares may not be pledged, sold or otherwise transferred, unless  
an opinion of counsel is provided stating that such transfer is  
not in violation of any applicable law or regulation, may be  
stamped on the certificates representing such Bonus Shares in  
order to assure an exemption from registration.  The Plan  
Administrator also may require such other documentation as may  
from time to time be necessary to comply with federal and state  
securities laws.  THE COMPANY HAS NO OBLIGATION TO UNDERTAKE  
REGISTRATION OF BONUS SHARES. 
 
               (ii)  The Grantee shall pay to the Company by  
certified or cashier's check, promptly upon grant of a Bonus or,  
if later, the date that the amount of such obligations becomes  
determinable (in either case, the "Tax Date"), all applicable  
federal, state, local and foreign withholding taxes that the Plan  
Administrator, in its discretion, determines to result upon grant  
of a Bonus, lapse of restrictions on transfer of Restricted Bonus  
Shares, transfer or other disposition of Bonus Shares or otherwise 
related to a Bonus or Bonus Shares.  Upon approval of the Plan 
Administrator, a Grantee may satisfy such obligation by complying 
with one or more of the following alternatives selected by the Plan 
Administrator: 
 
                    (A)  by delivering to the Company shares of  
Common Stock previously held by such Grantee or by the Company  
withholding Bonus Shares otherwise issuable pursuant to the  
Bonus, which have a fair market value at the Tax Date (as  
determined by the Plan Administrator) equal to the tax obligation  
to be paid by the Grantee on such Tax Date; provided, that if the  
Grantee is an Insider or if beneficial ownership of Bonus Shares  
is attributable to an Insider pursuant to the regulations under  
Section 16 of the Exchange Act, the Grantee will have executed,  
by a date not later than six (6) months prior to the Tax Date, an  
irrevocable election to satisfy its obligations under this  
Paragraph (ii) through the Company withholding shares of Common  
Stock otherwise deliverable pursuant to the Bonus; 
 
                    (B)  by executing appropriate loan documents  
approved by the Plan Administrator by which the Grantee borrows  
funds from the Company to pay the withholding taxes due under  
this Paragraph (ii), with such repayment terms as the Plan  
Administrator shall select; or 
 
                    (C)  by complying with any other payment  
mechanism approved by the Plan Administrator from time to time. 
 
               (iii)  The issuance, transfer or delivery of  
certificates representing Bonus Shares may be delayed, at the  
discretion of the Plan Administrator, until the Plan  
Administrator is satisfied that the applicable requirements of  
the federal and state securities laws and the withholding  
provisions of the Internal Revenue Code have been met. 
 
          (g)  Adjustment of Bonuses; Waivers.  The Plan  
Administrator may adjust the restrictions, performance goals and  
measurements applicable to Bonuses (i) to take into account  
changes in law and accounting and tax rules; (ii) to make such  
adjustments as the Plan Administrator deems necessary or  
appropriate to reflect the inclusion or exclusion of the impact  
of extraordinary or unusual items, events or circumstances in  
order to avoid windfalls or hardships; and (iii) to make such  
adjustments as the Plan Administrator deems necessary or  
appropriate to reflect any material changes in business  
conditions.  In the event of hardship or other special  
circumstances of a Grantee and otherwise in its discretion, the  
Plan Administrator may waive in whole or in part any or all  
restrictions, conditions, vesting or forfeiture with respect to  
any Bonus granted to such Grantee.  The provisions of this  
Section 5(g) shall not apply to Bonuses granted under Section 6  
hereof. 
 
          (h)  Non-Competition.  The Plan Administrator, in  
addition to any other requirement it may impose, may condition  
any discretionary adjustment or waiver pursuant Section 5(g)  
hereof upon a Grantee's agreement to (i) not engage in any  
business or activity competitive with any business or activity  
conducted by the Company; and (ii) be available for consultations  
at the request of the Company's management, all on such terms and  
conditions (including conditions in addition to (i) and (ii)) as  
the Plan Administrator may determine. 
 
          (i)  Rights as Shareholder.  Unless the Plan or the  
Plan Administrator expressly specifies otherwise, a Grantee shall  
have no rights as a shareholder with respect to any Bonus Shares  
until the issuance (as evidenced by the appropriate entry on the  
books of the Company or a duly authorized transfer agent) of a  
certificate representing the Bonus Shares.  Subject to Sections 4  
and 5(c)(ii), no adjustment shall be made for dividends or other  
rights for which the record date is prior to the date the  
certificate is issued. 
 
          (j)  Beneficiary Designation.  The Plan Administrator,  
in its discretion, may establish procedures for a Grantee to  
designate a beneficiary to whom any Bonus Shares issuable or  
amounts payable in the event of the Grantee's death are to be  
issued or paid. 
 
          (k)  Transfer Limitation on Stock.  In addition to any  
other transfer restrictions which may be imposed under the Plan  
or any Bonus Agreement, a Grantee who is an Insider may not sell  
or otherwise transfer, in whole or in part, any Bonus Shares  
prior to the six-month anniversary of the issuance of such Bonus  
Shares, unless the Plan Administrator determines that the  
foregoing provisions are not necessary to make the transaction  
exempt from Section 16(b) of the Exchange Act pursuant to Rule  
16b-3. 
 
     6.  NON-EMPLOYEE DIRECTORS.  Directors who are not also  
employees of the Company ("Non-Employee Directors") shall be  
eligible to receive Bonuses under the Plan only in accordance  
with the terms and conditions of this Section 6. 
 
     On each February 15, May 15, August 15 and November 15,  
following shareholder approval of this Plan and for so long  
thereafter as shares are available for grant pursuant to Section  
4, each person who served as a Non-Employee Director during the  
then most recently completed calendar quarter shall receive 250  
Bonus Shares.  Any person who served as a Non-Employee Director  
for less than the entire quarter shall receive a pro-rated number  
of Bonus Shares based on the number of days of service as a Non- 
Employee Director during such quarter. 
 
     7.  EFFECTIVE DATE; TERM.  This Plan shall be effective as  
of February 15, 1995.  Bonuses may be granted by the Plan  
Administrator from time to time thereafter until February 15,  
2005, or until this Plan is terminated by the Board in its sole  
discretion.  Termination of this Plan shall not terminate any  
Bonus granted prior to such termination.  No Bonuses shall be  
granted hereunder to directors of the Company pursuant to Section  
6 hereof or to Insiders prior to the approval of this Plan by the  
shareholders of the Company.  The Plan Administrator may require  
any shareholder approval that it considers necessary for the  
Company to comply with or to avail the Company and/or the Optionees 
of the benefits of any securities, tax, market listing or other 
administrative or regulatory requirement.   
 
     8.  NO OBLIGATIONS TO ACCEPT BONUS SHARES.  The grant of an  
Bonus shall impose no obligation upon the Grantee to receive  
Bonus Shares. 
 
     9.  NO RIGHT TO BONUSES OR TO EMPLOYMENT.  Except for the  
grant of Bonuses pursuant to Section 6 hereof, whether or not any  
Bonuses are to be granted under this Plan shall be exclusively  
within the discretion of the Plan Administrator, and nothing  
contained in this Plan shall be construed as giving any person  
any right to participate under this Plan.  The grant of a Bonus  
shall in no way constitute any form of agreement or understanding  
binding on the Company or any Related Corporation, express or  
implied, that the Company or any Related Corporation will employ  
or contract with a Grantee for any length of time, nor shall it  
interfere in any way with the Company's or, where applicable, a  
Related Corporation's right to terminate a Grantee's employment  
at any time, which right is hereby reserved. 
 
     10.  RULE 16b3-3.  With respect to Insiders, transactions  
under this Plan are intended to comply with the applicable  
conditions of Rule 16b-3.  To the extent any provision of this  
Plan or action by the Plan Administrator fails to so comply, it  
shall be adjusted to comply with Rule 16b-3 to the extent  
permitted by law and deemed advisable by the Plan Administrator.  
 It shall be the responsibility of Insiders and not of the  
Company or the Plan Administrator, to comply with the  
requirements of Section 16 of the Exchange Act; and neither the  
Company nor the Plan Administrator shall be liable if this Plan  
or any transaction under this Plan fails to comply with the  
applicable conditions of Rule 16b-3, or if any Insider incurs any  
liability under Section 16 of the Exchange Act. 
 
     11.  INDEMNIFICATION OF PLAN ADMINISTRATOR.  In addition to  
all other rights of indemnification they may have as members of  
the Board, members of the Plan Administrator shall be indemnified  
by the Company for all reasonable expenses and liabilities of any  
type or nature, including attorneys' fees, incurred in connection  
with any action, suit or proceeding to which they or any of them  
are a party by reason of, or in connection with, this Plan or any  
Bonus granted under this Plan, and against all amounts paid by  
them in settlement thereof (provided that such settlement is  
approved by independent legal counsel selected by the Company),  
except to the extent that such expenses relate to matters for  
which it is adjudged that such Plan Administrator member is  
liable for willful misconduct; provided, that within fifteen (15)  
days after the institution of any such action, suit or proceeding, 
the Plan Administrator member involved therein shall, in writing, 
notify the Company of such action, suit or proceeding, so that the 
Company may have the opportunity to make appropriate arrangements 
to prosecute or defend the same. 
 
     12.  AMENDMENT OF PLAN.  Except as set forth in Section 6  
hereof, the Plan Administrator may, at any time, modify, amend or  
terminate this Plan or modify or amend Bonuses granted under this  
Plan, including, without limitation, such modifications or  
amendments as are necessary to maintain compliance with applicable 
statutes, rules or regulations; provided, however, no amendment 
with respect to an outstanding Bonus which has the effect of 
reducing the benefits afforded to the Grantee thereof shall be made 
over the objection of such Grantee.  The Plan Administrator may 
condition the effectiveness of any such amendment on the receipt of 
shareholder approval at such time and in such manner as the Plan 
Administrator may consider necessary for the Company to comply with 
or to avail the Company and/or the Optionees of the benefits of any 
securities, tax, market listing or other administrative or 
regulatory requirement.  Without limiting the generality of the 
foregoing, the Plan Administrator may modify grants to persons who 
are eligible to receive Bonuses under this Plan who are foreign 
nationals or employed outside the United States to recognize 
differences in local law, tax policy or custom. 
 
     13.  UNFUNDED STATUS OF PLAN.  The Plan shall constitute an  
"unfunded" plan for incentive compensation.  The Plan Administrator 
may authorize the creation of trusts or arrangements to meet the 
obligations created under the Plan to deliver Stock or make 
payments; provided, however, that unless the Plan Administrator 
otherwise determines, the existence of such trusts or other 
arrangements shall be consistent with the "unfunded" status of the 
Plan. 
 
                           EXHIBIT 5.1 
           [HELLER, EHRMAN, WHITE & McAULIFFE Letterhead] 
 
December 12, 1995 
 
21232/0006 
 
 
Carver Corporation 
20121 48th Avenue W. 
Lynwood, Washington  98036 
 
Re:  Registration Statement on Form S-8 under 
     the Securities Act of 1933, as amended   
 
Ladies and Gentlemen: 
 
     Carver Corporation, a Washington corporation (the "Company"), 
has requested our opinion with respect to certain matters relating 
to the registration statement on Form S-8 (the "Registration 
Statement") which the Company will be filing with the Securities 
and Exchange Commission (the "Commission") in connection with the 
registration under the Securities Act of 1933, as amended, of an 
aggregate of 727,867 shares (the "Shares") of the Company's common 
stock, par value $0.01 (the "Common Stock"). Of the Shares, 360,000 
(the "Option Shares") are issuable by the Company upon the exercise 
of options (the "Options") granted pursuant to the Carver 
Corporation 1995 Stock Option Plan and 367,867 (the "Award Shares") 
are issuable as awards (the "Awards") pursuant to the Carver 
Corporation 1995 Stock Bonus Plan.  The Carver Corporation 1995 
Stock Option Plan and the Carver Corporation 1995 Stock Bonus Plan 
are hereinafter referred to as the "Plans". 
 
     The Shares are currently unissued shares of the Company. The  
Shares are to be sold or issued to employees and members of the  
Company's board of directors (the "Board") as described in the  
Plans. 
 
     We have based our opinion upon our review of the following  
records, documents, instruments and certificates: 
 
     1.  The Articles of Incorporation of the Company, certified 
by the Secretary of State of the State of Washington as of November 
16, 1995 and certified to us by an officer of the Company as being 
complete, unamended and in full force and effect as of the date of 
this opinion; 
 
     2.  A Certificate of Existence/Authorization relating to the  
Company issued by the Secretary of State of the State of 
Washington, dated as of November 16, 1995; 
 
     3.  The Bylaws of the Company, certified to us by an officer  
of the Company as being complete, unamended and in full force and  
effect as of the date of this opinion; 
 
     4.  Records certified to us by an officer of the Company as  
constituting all records of proceeding and actions of the Board  
and the shareholders of the Company relating to the adoption of  
the Plans; 
 
     5.  The Plans;  
 
     6.  Forms of Nonqualified Stock Option Agreement and  
Incentive Stock Option Agreement (the "Option Agreements"); 
 
     7.  Information provided by the Company's transfer agent as  
to the number of outstanding shares of Common Stock as of  
November 21, 1995; and 
 
     8.  A certificate of an officer of the Company, dated as of  
the date of this opinion, stating that no dissolution proceedings  
have been commenced with respect to the Company. 
 
     In connection with this opinion, we have, with your consent,  
assumed the authenticity of all records, documents and instruments  
submitted to us as originals, the genuineness of all signatures,  
the legal capacity of natural persons and the authenticity and  
conformity to the originals of all records, documents and  
instruments submitted to us as copies. 
 
     This opinion is limited to the laws of the State of  
Washington.  We disclaim any opinion as to any statute, rule,  
regulation, ordinance, order or other promulgation of any other  
jurisdiction or any federal, regional or local governmental body. 
 
     Based upon the foregoing and our examination of such questions 
of law as we have deemed necessary or appropriate for the purpose 
of this opinion, and subject to the assumptions and qualifications 
expressed herein, it is our opinion that the reservation for 
issuance of the Shares has been duly authorized and, upon exercise 
of the Options, payment of the exercise price for the Option Shares 
and issuance and delivery of the Option Shares pursuant to the 
terms of the Carver Corporation 1995 Stock Option Plan and the 
relevant Option Agreements, or upon issuance and delivery of the 
Award Shares pursuant to one or more Awards granted under the 
Carver Corporation 1995 Stock Bonus Plan, such Shares will be 
validly issued, fully paid and non-assessable. 
 
      Our opinion is qualified to the extent that in the event of  
a stock split, share dividend or other reclassification of the  
Common Stock effected subsequent to the date hereof, the number  
of shares of Common Stock issuable upon the exercise of Options  
or issuable pursuant to an Award may be adjusted automatically,  
as set forth in the terms of the Plans, such that the number of  
such shares may exceed the number of Company's remaining 
authorized, but unissued shares of Common Stock at the time the  
Options are exercised or an Award fully vests. 
 
     We expressly disclaim any obligation to advise you of any  
developments in areas covered by this opinion that occur after  
the date of this opinion. 
 
     We hereby authorize and consent to the use of this opinion  
as Exhibit 5 to the Registration Statement. 
 
Very truly yours, 
 
HELLER, EHRMAN, WHITE & McAULIFFE 
 
/s/ HELLER, EHRMAN, WHITE & MCAULIFFE 
 
                                EXHIBIT 23.2 
 
                    CONSENT OF INDEPENDENT ACCOUNTANTS 
 
We consent to the incorporation by reference into this registration 
statement on Form S-8 of our report dated February 9, 1995 on our 
audits of the consolidated financial statements of Carver 
Corporation and Subsidiary as of December 31, 1994 and 1993, and 
for each of the years in the three year period ended December 31, 
1994, which report is included in the Annual Report on Form 10-K of 
Carver Corporation for the year ended December 31, 1994. 
 
 
MOSS ADAMS LLP         
Seattle, Washington        
December 12, 1995
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 91747}]
{"company-data": {"conformed-name": "CARVER CORP", "cik": "0000766177", "assigned-sic": "3651", "irs-number": "911043157", "state-of-incorporation": "WA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-65005", "film-number": "95601616"}, "business-address": {"street1": "20121 48TH AVE W", "street2": "P O BOX 1237", "city": "LYNNWOOD", "state": "WA", "zip": "98036", "phone": "2067751202"}, "mail-address": {"street1": "20121 48TH AVE", "city": "LYNNWOOD", "state": "WA", "zip": "98036"}}
FORM S-8 
                SECURITIES AND EXCHANGE COMMISSION 
                     Washington, D.C.  20549 
 
REGISTRATION STATEMENT PURSUANT TO THE SECURITIES EXCHANGE ACT OF  
1933 
										   Page 1 of 37 
                        CARVER CORPORATION 
          (exact name of issuer as specified in its charter) 
 
             WASHINGTON..                       91-1043157 
  (State or other jurisdiction              (I.R.S. Employer 
of incorporation or organization)          Identification No.) 
 
            20121 48th Avenue W., Lynnwood, WA  98036 
            (address of principal executive offices) 
                           (Zip code) 
 
                         (206) 775-1202 
        (Registrant's telephone number, including area code) 
 
             CARVER CORPORATION 1995 STOCK OPTION PLAN 
             CARVER CORPORATION 1995 STOCK BONUS PLAN 
                  (Full titles of the Plans) 
 
                         John P. World 
                     20121 48th Avenue W. 
                         P.O. Box 1237 
                   Lynnwood, Washington 98036         
            (Name and address of agent for service) 
 
                        (206) 775-1202  
 (Telephone number, including area code, of agent for service) 
 
                    CALCULATION OF REGISTRATION FEE 
 
  Title of    Amount to    Proposed     Proposed     Amount of 
 Securities       be       Maximum      Maximum   Registration 
    to be     Registered   Offering    Aggregate       Fee 
 Registered       (1)       Price       Offering  
                           Per Share      Price 
 
Common Stock,   239,500     $1.75 -     $596,875     $205.82 
par value        shares      $2.50  
$0.01, subject 
to outstanding 
options (2) 
 
Common Stock,   488,650     $1.9375     $946,760     $326.47 
par value        shares 
$0.01, not 
subject to 
outstanding 
options (3) 
 
    Total (2) (3)                                $532.29
 
(1)  Pursuant to Rule 416(c), this registration statement also  
includes an indeterminate number of shares as may become issuable 
by reason of the anti-dilution provisions of the 1995 Stock Option 
Plan. 
 
(2)  Based upon the exercise price of options granted and  
outstanding as of the date of the filing of the registration  
statement. 
 
(3)  Estimated, pursuant to Rule 457(h)(1) and (2), solely for  
the purpose of calculating the amount of the registration fee  
which is based on the average of the high and low prices for  
shares of common stock of Carver Corporation on December 6, 1995, 
as quoted by the National Association of Securities Dealers 
Automated Quotation National Market System which was $1.9375 per 
share. 
 
                             PART II 
 
         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT 
 
Item 3.  Incorporation of Documents by Reference. 
 
The documents listed in (a) through (c) below are incorporated by 
reference in this registration statement. 
 
     (a)  The Company's Annual Report on Form 10-K for the fiscal 
year ended December 31, 1994, the Company's Quarterly  
Report on Form 10-Q for the quarter ended March 31, 1995, filed 
with the Commission pursuant to Section 13(a) of the Exchange Act 
of 1934, as amended (the "Exchange Act"). 
 
     (b)  All other reports filed pursuant to Section 13(a) or  
15(d) of the Exchange Act since the filing of the Form 10-K 
referred to in (a) above. 
 
     (c)  The description or the Company's securities contained in 
a registration statement on Form 8-A filed pursuant to Section 12 
of the Exchange Act. 
 
All documents filed by the Company pursuant to Sections 13(a),  
13(c), 14 or 15(d) of the Exchange Act after the date hereof and 
prior to the termination of the offering of the common stock 
pursuant to the Plan described herein shall be deemed to be 
incorporated by reference herein and to be a part hereof from the 
date of filing of such documents. 
 
Item 4.  Description of Securities. 
 
Not Applicable 
 
Item 5.  Interests of Named Experts and Counsel. 
 
None 
 
Item 6.  Indemnification of Directors and Officers. 
 
The Washington Business Corporation Act (Sections 23B.08.500  
through 23B.08.600 of the Revised Code of Washington) authorizes a 
court to award, or a corporation's Board of Directors to grant, 
indemnity to directors and officers in terms sufficiently broad to 
permit such indemnification under certain circumstances for 
liabilities arising under the Securities Act of 1933, as amended.  
Article IX of the Company's Bylaws provides for indemnification of 
its directors, officers, employees and other agents. 
 
The Washington Business Corporation Act includes a provision  
(Section 23B.08.320 of the Revised Code of Washington) that  
permits a corporation to limit a director's liability to the  
corporation or its shareholders for monetary damages for his acts 
or omissions as a director, except for those acts or omissions 
involving intentional misconduct or a knowing violation of law, 
certain unlawful distributions or a transaction whereby the 
director received a personal benefit to which he was not legally 
entitled.  The Registrant's Articles of Incorporation contain 
provisions implementing the allowed limitations on director 
liability. 
 
Item 7.  Exemption from Registration Claimed. 
 
Not Applicable 
 
Item 8.  Exhibits. 
 
Exhibit Number                   Exhibit  
 
4.1              Carver Corporation 1995 Stock Option Plan  
 
4.2              Carver Corporation 1995 Stock Bonus Plan  
 
5.1              Opinion of Heller, Ehrman, White & McAuliffe  
 
23.1             Consent of Heller, Ehrman, White & McAuliffe  
                    (See Exhibit 5.1)  
 
23.2             Consent of Moss Adams, Independent Auditors  
 
24               Power of Attorney (See page 5 of this         
                    Registration Statement)  
 
Item 9.  Undertakings. 
 
     (a)	The undersigned registrant hereby undertakes: 
 
         (1)  To file, during any period in which offers or sales 
are being made, a post-effective amendment to this registration 
statement: 
 
               (i)  To include any prospectus required by section 
10(a)(3) of the Securities Act 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; 
 
               (iii)  To include any material information with 
respect to the plan of distribution not previously disclosed in the 
registration statement or any material change to such information 
in the registration statement; 
 
     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do 
not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic 
reports filed by the registrant pursuant to section 13 or section 
15(d) of the Securities Exchange Act of 1934 that are incorporated 
by reference in this 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 undersigned registrant hereby undertakes that, for 
purposes of determining any liability under the Securities Act of 
1933, each filing of the registrant's annual report pursuant to 
section 13(a) or section 15(d) of the Securities Exchange Act of 
1934, (and, where applicable, each filing of an employee benefit 
plan's annual report pursuant to section 15(d) of the securities 
Exchange Act of 1934) 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. 
 
     (h)  Insofar as indemnification for liabilities arising under 
the Securities Act of 1933 may be permitted to directors, officers 
and controlling persons of the registrant pursuant to the foregoing 
provisions, or otherwise, the registrant has been advised that in 
the opinion of the 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 registrant of expenses incurred or paid by a director, officer 
or controlling person of the registrant in the successful defense 
of any action, suit or proceeding) is asserted by such director, 
officer or controlling person in connection with the securities 
being registered, the  
registrant will, unless in the opinion of its counsel the matter 
has been settled by controlling precedent, submit to a court of 
appropriate jurisdiction the question of 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 
 
     The Registrant.  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 his behalf by the undersigned, thereunto 
duly authorized, in the City of Lynnwood, State of Washington, on 
the 12th day of December, 1995. 
 
                   CARVER CORPORATION 
 
 
By:  /s/ ROBERT A. FULTON	 
     Robert A. Fulton, President and Chief 
     Executive Officer (Principal Executive Officer) 
 
 
                         Power of Attorney 
 
     Each person whose signature appears below constitutes and 
appoints Robert A. Fulton and Sandra L. Jenkins, or any of them, 
his or her attorney-in-fact, with the power of substitution, for 
him or her in any and all capacities, to sign any amendments to 
this Registration Statement, and to file the same, with exhibits 
thereto and other documents in connection therewith, with the 
Securities and Exchange Commission, hereby ratifying and confirming 
all that said attorneys-in-fact, or their substitute or 
substitutes, may 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 date indicated. 
 
Signature                     Title                   Date 
 
/s/SANDRA L. JENKINS 
Sandra L. Jenkins      Vice President-Finance     December 12, 1995  
                      (Principal Financial and 
                       Accounting Officer) 
 
 
Robert W. Carver            Director              December __, 1995 
 
/s/ ROBERT A.FULTON         Director              December 12, 1995 
Robert A. Fulton 
 
/s/ THOMAS C.GRAHAM 
Thomas C. Graham            Director              December 12, 1995 
 
/s/ JOHN F. VYNNE 
John F. Vynne               Director              December 12, 1995 
 
/s/ STEPHEN M.WILLIAMS     
Stephen M. Williams         Director              December 12,1995 
 
 
                         EXHIBIT INDEX   
 
Exhibit No.                 Exhibit                            Page 
 
4.1          Carver Corporation 1995 Stock Option Plan           7 
 
4.2          Carver Corporation 1995 Stock Bonus Plan           20 
 
5.1          Opinion of Heller, Ehrman, White & McAuliffe       27 
 
23.2         Consent of Moss Adams, Independent Auditors        30 
 
                            EXHIBIT 4.1 
                        CARVER CORPORATION 
                      1995 STOCK OPTION PLAN 
 
     This 1995 Stock Option Plan (the "Plan") provides for the  
grant of options to acquire shares of common stock, .01 par value 
(the "Common Stock"), of Carver Corporation, a Washington  
corporation (the "Company").  Stock options granted under this  
Plan that qualify under Section 422 of the Internal Revenue Code  
of 1986, as amended (the "Code"), are referred to in this Plan as  
"Incentive Stock Options."  Incentive Stock Options and stock  
options that do not qualify under Section 422 of the Code ("Non- 
Qualified Stock Options") granted under this Plan are referred to  
as "Options." 
 
     1.  PURPOSES. 
 
     The purposes of this Plan are to retain the services of  
directors, valued key employees and consultants of the Company  
and such other persons as the Plan Administrator shall select in  
accordance with Section 3 below, to encourage such persons to  
acquire a greater proprietary interest in the Company, thereby  
strengthening their incentive to achieve the objectives of the  
shareholders of the Company, and to serve as an aid and inducement 
in the hiring of new employees and to provide an equity incentive 
to directors, consultants and other persons selected by the Plan 
Administrator.  
 
     2.  ADMINISTRATION. 
 
     This Plan shall be administered by the Board of Directors of  
the Company (the "Board") if each director is a "disinterested  
person" (as defined below).  If all directors are not independent  
directors, the Plan shall be administered by a committee designated 
by the Board and composed of two (2) or more members of the Board, 
which committee (the "Committee") may be an executive, compensation 
or other committee, including a separate committee especially 
created for this purpose.  The term "disinterested person" shall 
have the meaning assigned to it under Rule 16b-3 (as amended from 
time to time) promulgated under the Securities Exchange Act of 
1934, as amended (the "Exchange Act"), or any successor rule or 
regulatory requirement (the "Rule").  The Committee shall have the 
powers and authority vested in the Board hereunder (including the 
power and authority to interpret any provision of this Plan or of 
any Option).  The members of any such Committee shall serve at the 
pleasure of the Board.  A majority of the members of the Committee 
shall constitute a quorum, and all actions of the Committee shall 
be taken by a majority of the members present.  Any action may be  
taken by a written instrument signed by all of the members of the  
Committee and any action so taken shall be fully effective as if  
it had been taken at a meeting.  The Board, or any committee  
thereof appointed to administer the Plan, is referred to herein  
as the "Plan Administrator."   
 
     Subject to the provisions of this Plan, and with a view to  
effecting its purpose, the Plan Administrator shall have sole  
authority, in its absolute discretion, to (a) construe and 
interpret this Plan; (b) define the terms used in this Plan; (c)  
prescribe, amend and rescind rules and regulations relating to  
this Plan; (d) correct any defect, supply any omission or reconcile 
any inconsistency in this Plan; (e) grant Options under this Plan 
(other than pursuant to Section 6); (f) determine the individuals 
to whom Options shall be granted under this Plan and whether the 
Option is an Incentive Stock Option or a Non-Qualified Stock 
Option; (g) determine the time or times at which Options shall be 
granted under this Plan; (h) determine the number of shares of 
Common Stock subject to each Option, the exercise price of each 
Option, the duration of each Option and the times at which each 
Option shall become exercisable; (i) determine all other terms and 
conditions of Options; and (j) make all other determinations 
necessary or advisable for the administration of this Plan.  All 
decisions, determinations and interpretations made by the Plan 
Administrator shall be binding and conclusive on all participants 
in this Plan and on their legal representatives, heirs and 
beneficiaries.   
 
     The Plan Administrator shall have no authority, discretion  
or power to select the persons who will receive Options under  
Section 6 hereof or to set the number of shares to be covered by  
such Options, the exercise price of such Options, the timing of  
the grant of such Options or the period within which such Options  
may be exercised.   
 
     The Board or the Committee may delegate to one or more  
executive officers of the Company the authority to grant Options  
under this Plan to employees of the Company who, on the Date of  
Grant, are not subject to Section 16(b) of the Exchange Act with  
respect to the Common Stock ("Non-Insiders"), and in connection  
therewith the authority to determine:  (a) the number of shares  
of Common Stock subject to such Option; (b) the duration of the  
Option; (c) the vesting schedule for determining the times at  
which such Option shall become exercisable; and (d) all other  
terms and conditions of such Options.  The exercise price for any  
Option granted by action of an executive officer or officers  
pursuant to such delegation of authority shall not be less than  
the fair market value per share of the Common Stock on the Date  
of Grant.  Unless expressly approved in advance by the Board or  
the Committee, such delegation of authority shall not include the  
authority to accelerate the vesting, extend the period for  
exercise or otherwise alter the terms of outstanding Options.   
The term "Plan Administrator" when used in any provision of this  
Plan other than Sections 2, 5(m), 5(n) and 12 shall be deemed to  
refer to the Board or the Committee, as the case may be, and an  
executive officer who has been authorized to grant Options  
pursuant hereto, insofar as such provision may be applied to Non- 
Insiders and Options granted to Non-Insiders.   
 
     3.  ELIGIBILITY. 
 
     Incentive Stock Options may be granted to any individual  
who, at the time the Option is granted, is an employee of the  
Company or any Related Corporation (as defined below), including  
employees who are directors of the Company ("Employees").  Non- 
Qualified Stock Options may be granted to Employees and to such  
other persons as the Plan Administrator shall select.  Options  
shall be granted hereunder to directors who are not employees of  
the Company or any related Corporation, but solely on the terms  
and conditions set forth in Section 6 hereof.  Options may be  
granted in substitution for outstanding Options of another  
corporation in connection with the merger, consolidation,  
acquisition of property or stock or other reorganization between  
such other corporation and the Company or any subsidiary of the  
Company.  Options also may be granted in exchange for outstanding  
Options.  No person shall be eligible to receive in any fiscal  
year Options to purchase more than 50,000 shares of Common Stock  
(subject to adjustment as set forth in Section 5(m) hereof).  Any  
person to whom an Option is granted under this Plan is referred  
to as an "Optionee."  Any person who is the owner of an Option is  
referred to as a "Holder." 
 
     As used in this Plan, the term "Related Corporation," shall  
mean any corporation (other than the Company) that is a "Parent  
Corporation" of the Company or "Subsidiary Corporation" of the  
Company, as those terms are defined in Sections 424(e) and  
424(f), respectively, of the Code (or any successor provisions),  
and the regulations thereunder (as amended from time to time). 
 
     4.  STOCK. 
 
     The Plan Administrator is authorized to grant Options to  
acquire up to a total of 360,000 shares of the Company's  
authorized but unissued, or reacquired, Common Stock.  The number  
of shares with respect to which Options may be granted hereunder  
is subject to adjustment as set forth in Section 5(m) hereof.  Of  
these 360,000 shares, 60,000 shares are available exclusively for  
grant to certain directors of the Company under Section 6 hereof,  
subject to adjustment in as set forth in Section 5(m).  In the  
event that any outstanding Option expires or is terminated for  
any reason, the shares of Common Stock allocable to the unexercised 
portion of such Option may again be subject to an Option to the 
same Optionee or to a different person eligible under Section 3 of 
this Plan; provided however, that any cancelled Options will be 
counted against the maximum number of shares with respect to which 
Options may be granted to any particular person as set forth in 
Section 3 hereof. 
 
     5.  TERMS AND CONDITIONS OF OPTIONS. 
 
     Each Option granted under this Plan shall be evidenced by a  
written agreement approved by the Plan Administrator (the  
"Agreement").  Agreements may contain such provisions, not  
inconsistent with this Plan, as the Plan Administrator in its  
discretion may deem advisable.  All Options also shall comply  
with the following requirements: 
 
          (a)  Number of Shares and Type of Option. 
 
     Each Agreement shall state the number of shares of Common  
Stock to which it pertains and whether the Option is intended to  
be an Incentive Stock Option or a Non-Qualified Stock Option.  In  
the absence of action to the contrary by the Plan Administrator  
in connection with the grant of an Option, all Options shall be  
Non-Qualified Stock Options.  The aggregate fair market value  
(determined at the Date of Grant, as defined below) of the stock  
with respect to which Incentive Stock Options are exercisable for  
the first time by the Optionee during any calendar year (granted  
under this Plan and all other Incentive Stock Option plans of the  
Company, a Related Corporation or a predecessor corporation)  
shall not exceed $100,000, or such other limit as may be  
prescribed by the Code as it may be amended from time to time.   
Any portion of an Option which exceeds the annual limit shall not  
be void but rather shall be a Non-Qualified Stock Option. 
 
          (b)  Date of Grant. 
 
     Each Agreement shall state the date the Plan Administrator  
has deemed to be the effective date of the Option for purposes of  
this Plan (the "Date of Grant"). 
 
            (c)  Option Price. 
 
     Each Agreement shall state the price per share of Common  
Stock at which it is exercisable.  The exercise price shall be  
fixed by the Plan Administrator at whatever price the Plan  
Administrator may determine in the exercise of its sole discretion; 
provided that the per share exercise price for an Incentive Stock 
Option shall not be less than the fair market value per share of 
the Common Stock at the Date of Grant as determined by the Plan 
Administrator in good faith; provided further, that with respect to 
Incentive Stock Options granted to greater-than-10 percent (>10%) 
shareholders of the Company (as determined with reference to 
Section 424(d) of the Code), the exercise price per share shall not 
be less than 110 percent (110%) of the fair market value per share 
of the Common Stock at the Date of Grant as determined by the Plan 
Administrator in good faith; and, provided further, that Options 
granted in substitution for outstanding options of another 
corporation in connection with the merger, consolidation, 
acquisition of property or stock or other reorganization involving 
such other corporation and the Company or any subsidiary of the 
Company may be granted with an exercise price equal to the exercise 
price for the substituted option of the other corporation, subject 
to any adjustment consistent with the terms of the transaction 
pursuant to which the substitution is to occur. 
 
          (d)  Duration of Options. 
 
     At the time of the grant of the Option, the Plan Administrator 
shall designate, subject to paragraph 5(g) below, the expiration 
date of the Option, which date shall not be later than 10 years 
from the Date of Grant in the case of Incentive Stock Options; 
provided, that the expiration date of any Incentive Stock Option 
granted to a greater-than-10 percent (>10%) shareholder of the 
Company (as determined with reference to Section 424(d) of the 
Code) shall not be later than five years from the Date of Grant.  
In the absence of action to the contrary by the Plan Administrator 
in connection with the grant of a particular Option, and except in 
the case of Incentive Stock Options as described above, all Options 
granted under this Section 5 shall expire ten (10) years from the 
Date of Grant. 
 
          (e)  Vesting Schedule  
 
	No Option shall be exercisable until it has vested.  The  
vesting schedule for each Option shall be specified by the Plan  
Administrator at the time of grant of the Option prior to the  
provision of services with respect to which such Option is granted; 
provided, that if no vesting schedule is specified at the time of 
grant, the Option shall vest according to the following schedule: 
 
         Number of Years                   Percentage of Total 
    Following Date of Grant                    Option Vested    
 
              One                                   25% 
              Two                                   50% 
              Three                                 75% 
              Four                                 100% 
 
     The Plan Administrator may specify a vesting schedule for  
all or any portion of an Option based on the achievement of  
performance objectives established in advance of the commencement  
by the Optionee of services related to the achievement of the  
performance objectives.  Performance objectives shall be expressed 
in terms of one or more of the following:  return on equity, return 
on assets, share price, market share, sales, earnings per share, 
costs, net earnings, net worth, inventories, cash and cash 
equivalents, gross margin or the Company's performance relative to 
its internal business plan.  Performance objectives may be in 
respect of the performance of the Company as a whole (whether on a 
consolidated or unconsolidated basis), a Related Corporation, or a 
subdivision, operating unit, product or product line of either of 
the foregoing.  Performance objectives may be absolute or relative 
and may be expressed in terms of a progression or a range.  An 
option which is exercisable (in whole or in part) upon the 
achievement of one or more performance objectives may be exercised 
only following written notice to the Optionee and the Company by 
the Plan Administrator that the performance objective has been 
achieved. 
 
          (f)  Acceleration of Vesting  
 
     The vesting of one or more outstanding Options may be  
accelerated by the Plan Administrator at such times and in such  
amounts as it shall determine in its sole discretion.  The  
vesting of Options also shall be accelerated under the  
circumstances described in Sections 5(m) and 5(n) below.  
 
          (g)  Term of Option. 
 
     Vested Options shall terminate, to the extent not previously  
exercised, upon the occurrence of the first of the following  
events:  (i) the expiration of the Option, as designated by the  
Plan Administrator in accordance with Section 5(d) above; (ii)  
the date of an Optionee's termination of employment or contractual 
relationship with the Company or any Related Corporation for cause 
(as determined in the sole discretion of the Plan Administrator); 
(iii) the expiration of ninety (90) days from the date of an 
Optionee's termination of employment or contractual relationship 
with the Company or any Related Corporation for any reason 
whatsoever other than cause, death or Disability (as defined below) 
unless, the exercise period is extended by the Plan Administrator 
until a date not later than the expiration date of the Option; or 
(iv) the expiration of one year from (A) the date of death of the 
Optionee or (B) cessation of an Optionee's employment or 
contractual relationship by reason of Disability (as defined below) 
unless, the exercise period is extended by the Plan Administrator 
until a date not later than the expiration date of the Option.  If 
an Optionee's employment or contractual relationship is terminated 
by death, any Option held by the Optionee shall be exercisable only 
by the person or persons to whom such Optionee's rights under such 
Option shall pass by the Optionee's will or by the laws of descent 
and distribution of the state or county of the Optionee's domicile 
at the time of death.  For purposes of the Plan, unless otherwise  
defined in the Agreement, "Disability" shall mean any physical,  
mental or other health condition which substantially impairs the  
Optionee's ability to perform his or her assigned duties for one  
hundred twenty (120) days or more in any two hundred forty (240)  
day period or that can be expected to result in death.  The Plan  
Administrator shall determine whether an Optionee has incurred a  
Disability on the basis of medical evidence acceptable to the  
Plan Administrator.  Upon making a determination of Disability,  
the Plan Administrator shall, for purposes of the Plan, determine  
the date of an Optionee's termination of employment or  
contractual relationship.   
 
     Unless accelerated in accordance with Section 5(f) above,  
unvested Options shall terminate immediately upon termination of  
employment of the Optionee by the Company for any reason 
whatsoever, including death or Disability.  For purposes of this  
Plan, transfer of employment between or among the Company and/or  
any Related Corporation shall not be deemed to constitute a  
termination of employment with the Company or any Related  
Corporation.  For purposes of this subsection with respect to  
Incentive Stock Options, employment shall be deemed to continue  
while the Optionee is on military leave, sick leave or other bona  
fide leave of absence (as determined by the Plan Administrator).  
 The foregoing notwithstanding, employment shall not be deemed to  
continue beyond the first ninety (90) days of such leave, unless  
the Optionee's re-employment rights are guaranteed by statute or  
by contract. 
 
          (h)  Exercise of Options. 
 
     Options shall be exercisable, either all or in part, at any  
time after vesting, until termination; provided, however, that  
any Optionee who is subject to the reporting and liability 
provisions of Section 16 of the Exchange Act with respect to the  
Common Stock shall be precluded from selling or transferring any  
Common Stock or other security underlying an Option during the  
six (6) months immediately following the grant of that Option.   
If less than all of the shares included in the vested portion of  
any Option are purchased, the remainder may be purchased at any  
subsequent time prior to the expiration of the Option term.  No  
portion of any Option for less than one hundred (100) shares (as  
adjusted pursuant to Section 5(m) below) may be exercised;  
provided, that if the vested portion of any Option is less than  
one hundred (100) shares, it may be exercised with respect to all  
shares for which it is vested.  Only whole shares may be issued  
pursuant to an Option, and to the extent that an Option covers  
less than one (1) share, it is unexercisable.   
 
     Options or portions thereof may be exercised by giving  
written notice to the Company, which notice shall specify the  
number of shares to be purchased, and be accompanied by payment  
in the amount of the aggregate exercise price for the Common  
Stock so purchased, which payment shall be in the form specified  
in Section 5(i) below.  The Company shall not be obligated to  
issue, transfer or deliver a certificate of Common Stock to the  
Holder of any Option, until provision has been made by the  
Holder, to the satisfaction of the Company, for the payment of  
the aggregate exercise price for all shares for which the Option  
shall have been exercised and for satisfaction of any tax with- 
holding obligations associated with such exercise.  During the  
lifetime of an Optionee, Options are exercisable only by the  
Optionee or a transferee who takes title to the Option in the  
manner permitted by Subsection 5(k) hereof. 
 
          (I)  Payment upon Exercise of Option. 
 
     Upon the exercise of any Option, the aggregate exercise  
price shall be paid to the Company in cash or by certified or  
cashier's check.  In addition, the Holder may pay for all or any  
portion of the aggregate exercise price by complying with one or  
more of the following alternatives: 
 
          (1)  by delivering to the Company shares of Common  
Stock previously held by such Holder, or by the Company   
withholding shares of Common Stock otherwise deliverable pursuant  
to exercise of the Option, which shares of Common Stock received  
or withheld shall have a fair market value at the date of exercise 
(as determined by the Plan Administrator) equal to the aggregate 
exercise price to be paid by the Optionee upon such exercise; 
 
          (2)  by delivering a properly executed exercise notice  
together with irrevocable instructions to a broker to promptly  
deliver to the Company the amount of sale or loan proceeds to pay  
the exercise price; or 
 
          (3)  by complying with any other payment mechanism  
approved by the Plan Administrator at the time of exercise.  
 
          (j)  Rights as a Shareholder. 
 
     A Holder shall have no rights as a shareholder with respect  
to any shares covered by an Option until such Holder becomes a  
record holder of such shares, irrespective of whether such Holder  
has given notice of exercise.  Subject to the provisions of  
Sections 5(m) and 5(n) hereof, no rights shall accrue to a Holder  
and no adjustments shall be made on account of dividends (ordinary 
or extraordinary, whether in cash, securities or other property) or 
distributions or other rights declared on, or created in, the 
Common Stock for which the record date is prior to the date the 
Holder becomes a record holder of the shares of Common Stock 
covered by the Option, irrespective of whether such Holder has 
given notice of exercise. 
 
          (k)  Transfer of Option. 
 
     Options granted under this Plan and the rights and privileges 
conferred by this Plan may not be transferred, assigned, pledged or 
hypothecated in any manner (whether by operation of law or 
otherwise) other than by will, by applicable laws of descent and 
distribution or (except in the case of an Incentive Stock Option) 
pursuant to a qualified domestic relations order, and shall not be 
subject to execution, attachment or similar process; provided 
however, that any Agreement may provide or be amended to provide 
that the Option to which it relates is transferrable without 
payment of consideration to immediate family members of the 
Optionee or to trusts or partnerships established exclusively for 
the benefit of the Optionee and the Optionee's immediate family 
members.  Upon any attempt to transfer, assign, pledge, hypothecate 
or otherwise dispose of any Option or of any right or privilege 
conferred by this Plan contrary to the provisions hereof, or upon 
the sale, levy or any attachment or similar process upon the rights 
and privileges conferred by this Plan, such Option shall thereupon  
terminate and become null and void. 
 
          (l)  Securities Regulation and Tax Withholding. 
 
               (1)  Shares shall not be issued with respect to an  
Option unless the exercise of such Option and the issuance and  
delivery of such shares shall comply with all relevant provisions  
of law, including, without limitation, any applicable state  
securities laws, the Securities Exchange Act of 1933, as amended,  
the Exchange Act, the rules and regulations thereunder and the  
requirements of any stock exchange upon which such shares may  
then be listed, and such issuance shall be further subject to the  
approval of counsel for the Company with respect to such 
compliance, including the availability of an exemption from  
registration for the issuance and sale of such shares.  The  
inability of the Company to obtain from any regulatory body the  
authority deemed by the Company to be necessary for the lawful  
issuance and sale of any shares under this Plan, or the  
unavailability of an exemption from registration for the issuance  
and sale of any shares under this Plan, shall relieve the Company  
of any liability with respect to the non-issuance or sale of such  
shares.   
 
                    As a condition to the exercise of an Option,  
the Plan Administrator may require the Holder to represent and  
warrant in writing at the time of such exercise that the shares  
are being purchased only for investment and without any then- 
present intention to sell or distribute such shares.  At the  
option of the Plan Administrator, a stop-transfer order against  
such shares may be placed on the stock books and records of the  
Company, and a legend indicating that the stock may not be  
pledged, sold or otherwise transferred unless an opinion of  
counsel is provided stating that such transfer is not in violation 
of any applicable law or regulation, may be stamped on the 
certificates representing such shares in order to assure an  
exemption from registration.  The Plan Administrator also may  
require such other documentation as may from time to time be  
necessary to comply with federal and state securities laws.  THE  
COMPANY HAS NO OBLIGATION TO UNDERTAKE REGISTRATION OF OPTIONS OR  
THE SHARES OF STOCK ISSUABLE UPON THE EXERCISE OF OPTIONS. 
 
              (2)  The Holder shall pay to the Company by  
certified or cashier's check, promptly upon exercise of an Option  
or, if later, the date that the amount of such obligations  
becomes determinable, all applicable federal, state, local and  
foreign withholding taxes that the Plan Administrator, in its  
discretion, determines to result upon exercise of an Option or  
from a transfer or other disposition of shares of Common Stock  
acquired upon exercise of an Option or otherwise related to an  
Option or shares of Common Stock acquired in connection with an  
Option.  Upon approval of the Plan Administrator, a Holder may  
satisfy such obligation by complying with one or more of the  
following alternatives selected by the Plan Administrator: 
 
                   (A)  by delivering to the Company shares of  
Common Stock previously held by such Holder or by the Company  
withholding shares of Common Stock otherwise deliverable pursuant  
to the exercise of the Option, which shares of Common Stock  
received or withheld shall have a fair market value at the date  
of exercise (as determined by the Plan Administrator) equal to  
the tax obligation to be paid by the Optionee upon such exercise;  
provided that if the Holder is an Insider or if beneficial  
ownership of the shares issuable upon exercise of the Option is  
attributable to an Insider pursuant to the regulations under  
Section 16 of the Exchange Act, the Holder will have executed, by  
a date not later than six (6) months prior to the date of  
exercise, an irrevocable election to satisfy its obligations  
under this Paragraph 2 through the Company withholding shares of  
Common Stock otherwise deliverable pursuant to the exercise of  
the Option; 
 
                   (B)  by executing appropriate loan documents  
approved by the Plan Administrator by which the Holder borrows  
funds from the Company to pay the withholding taxes due under  
this Paragraph 2, with such repayment terms as the Plan  
Administrator shall select; or 
 
                   (C)  by complying with any other payment  
mechanism approved by the Plan Administrator from time to time. 
 
              (3)  The issuance, transfer or delivery of  
certificates of Common Stock pursuant to the exercise of Options  
may be delayed, at the discretion of the Plan Administrator,  
until the Plan Administrator is satisfied that the applicable  
requirements of the federal and state securities laws and the  
withholding provisions of the Code have been met.   
 
         (m)  Stock Dividend, Reorganization or Liquidation. 
 
              (1)  If (i) the Company shall at any time be  
involved in a transaction described in Section 424(a) of the Code  
(or any successor provision) or any "corporate transaction"  
described in the regulations thereunder; (ii) the Company shall  
declare a dividend payable in, or shall subdivide or combine, its  
Common Stock or (iii) any other event with substantially the same  
effect shall occur, the Plan Administrator shall, with respect to  
each outstanding Option, proportionately adjust the number of  
shares of Common Stock subject to such Option and/or the exercise  
price per share so as to preserve the rights of the Holder  
substantially proportionate to the rights of the Holder prior to  
such event, and to the extent that such action shall include an  
increase or decrease in the number of shares of Common Stock  
subject to outstanding Options, the number of shares available  
under Section 4 of this Plan and the number of shares of Common  
Stock underlying Options to be granted pursuant to Section 6  
hereof shall automatically be increased or decreased, as the case  
may be, proportionately, without further action on the part of  
the Plan Administrator, the Company, the Company's shareholders,  
or any Holder. 
 
              (2)  If the Company shall at any time declare an  
extraordinary dividend with respect to the Common Stock, whether  
payable in cash or other property, the Plan Administrator may, in  
the exercise of its sole discretion and with respect to each  
outstanding Option, proportionately adjust the number of shares  
of Common Stock subject to such Option and/or adjust the exercise  
price per share so as to preserve the rights of the Holder  
substantially proportionate to the rights of the Holder prior to  
such event, and to the extent that such action shall include an  
increase or decrease in the number of shares of Common Stock  
subject to outstanding Options, the number of shares available  
under Section 4 of this Plan and the number of shares of Common  
Stock underlying Options to be granted pursuant to Section 6  
hereof shall automatically be increased or decreased, as the case  
may be, proportionately, without further action on the part of  
the Plan Administrator, the Company, the Company's shareholders,  
or any Holder. 
 
              (3)  If the Company is liquidated or dissolved, the  
Plan Administrator may allow the Holders of any outstanding  
Options to exercise all or any part of the unvested portion of  
the Options held by them; provided, however, that such Options  
must be exercised prior to the effective date of such liquidation  
or dissolution.  If the Holders do not exercise their Options  
prior to such effective date, each outstanding Option shall  
terminate as of the effective date of the liquidation or dissolu- 
tion. 
 
              (4)  The foregoing adjustments in the shares  
subject to Options shall be made by the Plan Administrator, or by  
any successor administrator of this Plan, or by the applicable  
terms of any assumption or substitution document. 
 
              (5)  The grant of an Option shall not affect in any  
way the right or power of the Company to make adjustments,  
reclassifications, reorganizations or changes of its capital or  
business structure, to merge, consolidate or dissolve, to  
liquidate or to sell or transfer all or any part of its business  
or assets. 
 
         (n)  Change in Control 
 
              (1)  Any and all Options that are outstanding under  
the Plan at the time of occurrence of any of the events described  
in Subparagraphs (A), (B), (C) and (D) below (an "Eligible  
Option") shall become immediately vested and fully exercisable  
for the periods indicated (each such exercise period referred to  
as an "Acceleration Window"): 
 
                   (A)  For a period of forty-five (45) days  
beginning on the day on which any Person together with all  
Affiliates and Associates (as such terms are defined below) of  
such Person shall become the Beneficial Owner (as defined below)  
of twenty-five percent (25%) or more of the shares of Common  
Stock then outstanding, but shall not include the Corporation,  
any subsidiary of the Corporation, any employee benefit plan of  
the Corporation or of any subsidiary of the Corporation, or any  
Person or entity organized, appointed or established by the  
Corporation for or pursuant to the terms of any such employee  
benefit plan; 
 
                   (B)  Beginning on the date that a tender or  
exchange offer for Common Stock by any Person (other than the  
Corporation, any subsidiary of the Corporation, any employee  
benefit plan of the Corporation or of any subsidiary of the  
Corporation, or any Person or entity organized, appointed or  
established by the Corporation for or pursuant to the terms of  
any such employee benefit plan) is first published or sent or  
given within the meaning of Rule 14d-2 under the Exchange Act and  
continuing so long as such offer remains open (including any  
extensions or renewals of such offer), unless by the terms of  
such offer the offeror, upon consummation thereof, would be the  
Beneficial Owner of less than thirty percent (30%) of the shares  
of Common Stock then outstanding;  
 
                   (C)  For a period of twenty (20) days  
beginning on the day on which the shareholders of the Corporation  
(or, if later, approval by the shareholders of any Person) duly  
approve any merger, consolidation, reorganization or other  
transaction providing for the conversion or exchange of more than  
fifty percent (50%) of the outstanding shares of Common Stock  
into securities of any Person, or cash, or property, or a  
combination of any of the foregoing; or 
 
                   (D)  For a period of twenty (20) days  
beginning on the day on which, at any meeting of the shareholders  
of the Company involving a contest for the election of directors,  
individuals constituting a majority of the Board of Directors who  
were not the Board of Director's nominees for election  
immediately prior to the meeting are elected; 
 
         provided, however, that with respect to the events  
specified in Subparagraphs (A), (B) and (C) above, such  
accelerated vesting shall not occur if the event that would  
otherwise trigger the accelerated vesting of Eligible Options has  
received the prior approval of a majority of all of the directors  
of the Corporation, excluding for such purposes the votes of  
directors who are directors or officers of, or have a material  
financial interest in any Person (other than the Corporation) who  
is a party to the event specified in Subparagraph (A), (B) or (C)  
above which otherwise would trigger acceleration of vesting and  
provided, further, that no Option which is to be converted into  
an option to purchase shares of Exchange Stock as stated at item  
(3) below shall be accelerated pursuant to this Section 5(n). 
 
         (2)  The exercisability of any Eligible Option which  
remains unexercised following expiration of an Acceleration  
Window shall be governed by the vesting schedule and other terms  
of the Agreement representing such Option. 
 
         (3)  If the shareholders of the Corporation receive  
shares of capital stock of another Person ("Exchange Stock") in  
exchange for or in place of shares of Common Stock in any  
transaction involving any merger, consolidation, reorganization  
or other transaction providing for the conversion or exchange of  
all or substantially all outstanding shares of Common Stock into  
Exchange Stock, then at the closing of such transaction all  
Options granted hereunder shall be converted into options to  
purchase shares of Exchange Stock unless the Corporation (by the  
affirmative vote of a majority of all of the directors of the  
Corporation, excluding for such purposes the votes of directors  
who are directors or officers of, or have a material financial  
interest in the Person issuing the Exchange Stock and any  
Affiliate of such Person), in its sole discretion, determines  
that any or all such Options granted hereunder shall not be so  
converted but instead shall terminate.  The amount and price of  
converted Options shall be determined by adjusting the amount and  
price of the Options granted hereunder in the same proportion as  
used for determining the shares of Exchange Stock the holders of  
the Common Stock received in such merger, consolidation,  
reorganization or other transaction.  Unless altered by the Plan  
Administrator, the vesting schedule set forth in the Option  
Agreement shall continue to apply to the Options granted for  
Exchange Stock. 
 
         For the purposes of this Subsection 5(n):  (i) "Person"  
shall include any individual, firm, corporation, partnership or  
other entity; (ii) "Affiliate" and "Associate" shall have the  
meanings assigned to them in Rule 12b-2 under the Exchange Act;  
and (iii) "Beneficial Owner" shall have the meaning assigned to  
it in Rule 16a-1 under the Exchange Act. 
 
     6.  NON-EMPLOYEE DIRECTORS. 
 
     Directors who are not also employees of the Company ("Non- 
Employee Directors") shall be eligible to receive options under  
the Plan only in accordance with the terms and conditions of this  
Section 6. 
 
         (a)  Number of Shares and Date of Grant 
 
     Concurrent with election to the Board of Directors, and so  
long as shares are available for grant pursuant to Section 4,  
each Non-Employee Director shall automatically receive an option  
to purchase 2,500 shares of Common Stock, subject to adjustment  
as set forth in Section 5(m) hereof.  Every first Wednesday in  
May for so long as shares are available for grant pursuant to  
Section 4, each Non-Employee Director who was a director of the  
Company as of December 31 of the immediately preceding year shall  
receive an additional option to purchase 2,500 shares of Common  
Stock, subject to adjustment as set forth in Section 5(m) hereof.  
 In addition, each Non-Employee Director holding office on the  
date of approval of this Plan by the Company's shareholders shall  
receive an option (a "Recognition Option") to purchase up to the  
number of shares of Common Stock equal to the product of (x)  
2,500, multiplied by (y) the number of complete years of  
continuous service of such person as a Non-Employee Director,  
subject to adjustment as set forth in Section 5(m) hereof.   
Options granted pursuant to this Section 6 shall be Non-Qualified  
Stock Options. 
 
         (b)  Option Price 
 
     The exercise price of Options granted under this Section 6  
shall be the fair market value of the Company's Common Stock on  
the Date of Grant.  For the purposes of this Section, the term  
"fair market value" on any given day means:  (i) if the Common  
Stock is listed on a national securities exchange, the average of  
the high and low prices of the Common Stock of the Company on  
such exchange; or (ii) if the Common Stock is quoted in the over- 
the-counter securities market, the last sale price of the Common  
Stock as quoted by NASDAQ National Market System or, if the  
Common Stock is not quoted in the National Market System, the  
mean between the closing bid and asked prices of Common Stock as  
quoted by NASDAQ. 
 
         (c)  Vesting 
 
     In order to ensure that the Company will receive the  
benefits contemplated in exchange for the Options, no Option  
granted under this Section 6 shall be exercisable until it has  
vested.  Options (other than Recognition Options) shall vest and  
become exercisable as follows:  forty percent (40%) on the Date  
of Grant; thirty percent (30%) on the first anniversary of the  
Date of Grant; and thirty percent (30%) on the second anniversary  
of the Date of Grant.  Recognition Options shall vest according  
to the same schedule but assuming that the Recognition Options  
had been granted in annual increments of 2,500 shares beginning  
on the first Wednesday in May of each of the calendar years  
following the Optionee's initial election to the Board of  
Directors. 
 
         (d)  Term of Option 
 
     Options shall terminate, to the extent not previously  
exercised, upon the occurrence of the first of the following  
events: 
 
              (i)  ten (10) years from the Date of Grant; 
 
              (ii)  the expiration of ninety (90) days from the  
date of Optionee's termination as a Director of the  
Company for any reason other than death or Disability  
(as defined below); or 
 
              (iii)  the expiration of one (1) year from the date  
of death of Optionee or the cessation of Optionee's  
service as a Director by reason of Disability (as  
defined below). 
 
     For purposes of this Section 6, unless otherwise defined in  
the Agreement, "Disability" shall mean any physical, mental or  
other health condition which substantially impairs the Optionee's  
ability to perform his or her duties as a director of the Company  
for one hundred twenty (120) days or more in any two hundred  
forty (240) day period or that can be expected to result in  
death.   
 
         (e)  Other Terms 
 
     Except as otherwise provided in this Section 6, all Options  
granted to Non-Employee Directors shall be subject to the  
provisions of the Plan, including Section 5. 
 
         (f)  Amendments 
 
     The provisions of this Section 6 shall not be amended more  
than once every six (6) months, other than to comport with  
changes in the Code, the Employee Retirement Income Security Act,  
or the rules thereunder. 
 
     7.  EFFECTIVE DATE; TERM. 
 
     This Plan shall be effective as of February 15, 1995.   
Incentive Stock Options may be granted by the Plan Administrator  
from time to time thereafter until February 14, 2005.  Non- 
Qualified Stock Options may be granted until this Plan is  
terminated by the Board in its sole discretion.  Termination of  
this Plan shall not terminate any Option granted prior to such  
termination.  Any Options granted by the Plan Administrator prior  
to the approval of this Plan by the shareholders of the Company  
shall be granted subject to ratification of this Plan by the  
shareholders of the Company within twelve (12) months after this  
Plan is adopted by the Board.  The Plan Administrator may require  
any shareholder approval that it considers necessary for the  
Company to comply with or to avail the Company and/or the  
Optionees of the benefits of any securities, tax, market listing  
or other administrative or regulatory requirement.  If such  
shareholder ratification is sought within twelve (12) months  
after this Plan is adopted by the Board and such shareholder  
ratification is not obtained, each and every Option granted under  
this Plan shall be null and void and shall convey no rights to  
the Holder thereof.  
 
     8.  NO OBLIGATIONS TO EXERCISE OPTION. 
 
     The grant of an Option shall impose no obligation upon the  
Optionee to exercise such Option. 
 
     9.  NO RIGHT TO OPTIONS OR TO EMPLOYMENT. 
 
     Except for the grant of options pursuant to Section 6  
hereof, whether or not any Options are to be granted under this  
Plan shall be exclusively within the discretion of the Plan  
Administrator, and nothing contained in this Plan shall be  
construed as giving any person any right to participate under  
this Plan.  The grant of an Option shall in no way constitute any  
form of agreement or understanding binding on the Company or any  
Related Company, express or implied, that the Company or any  
Related Company will employ or contract with an Optionee for any  
length of time, nor shall it interfere in any way with the  
Company's or, where applicable, a Related Company's right to  
terminate Optionee's employment at any time, which right is  
hereby reserved.  
 
     10.  APPLICATION OF FUNDS. 
 
     The proceeds received by the Company from the sale of Common  
Stock issued upon the exercise of Options shall be used for  
general corporate purposes, unless otherwise directed by the  
Board. 
 
     11.  INDEMNIFICATION OF PLAN ADMINISTRATOR. 
 
     In addition to all other rights of indemnification they may  
have as members of the Board, members of the Plan Administrator  
shall be indemnified by the Company for all reasonable expenses  
and liabilities of any type or nature, including attorneys' fees,  
incurred in connection with any action, suit or proceeding to  
which they or any of them are a party by reason of, or in  
connection with, this Plan or any Option granted under this Plan,  
and against all amounts paid by them in settlement thereof  
(provided that such settlement is approved by independent legal  
counsel selected by the Company), except to the extent that such  
expenses relate to matters for which it is adjudged that such  
Plan Administrator member is liable for willful misconduct;  
provided, that within fifteen (15) days after the institution of  
any such action, suit or proceeding, the Plan Administrator  
member involved therein shall, in writing, notify the Company of  
such action, suit or proceeding, so that the Company may have the  
opportunity to make appropriate arrangements to prosecute or  
defend the same. 
 
          12.  AMENDMENT OF PLAN. 
 
     Except as set forth in Section 6 hereof, the Plan  
Administrator may, at any time, modify, amend or terminate this  
Plan or modify or amend Options granted under this Plan,  
including, without limitation, such modifications or amendments  
as are necessary to maintain compliance with applicable statutes,  
rules or regulations; provided however, no amendment with respect  
to an outstanding Option which has the effect of reducing the  
benefits afforded to the Holder thereof shall be made over the  
objection of such Holder; further provided, that the events  
triggering acceleration of vesting of outstanding Options may be  
modified, expanded or eliminated without the consent of Holders.  
 The Plan Administrator may condition the effectiveness of any  
such amendment on the receipt of shareholder approval at such  
time and in such manner as the Plan Administrator may consider  
necessary for the Company to comply with or to avail the Company  
and/or the Optionees of the benefits of any securities, tax,  
market listing or other administrative or regulatory requirement.  
 Without limiting the generality of the foregoing, the Plan  
Administrator may modify grants to persons who are eligible to  
receive Options under this Plan who are foreign nationals or  
employed outside the United States to recognize differences in  
local law, tax policy or custom. 
 
                           EXHIBIT 4.2 
                       CARVER CORPORATION 
                     1995 STOCK BONUS PLAN 
 
     This 1995 Stock Bonus Plan (the "Plan") provides for the  
grant of bonuses consisting of shares of common stock, $.01 par  
value (the "Common Stock"), of Carver Corporation, a Washington  
corporation (the "Company").  Bonuses granted under this plan  
shall be Restricted Bonuses or Unrestricted Bonuses as defined in  
Section 5(a) of the Plan. 
 
          1.  PURPOSES.  The purposes of this Plan are to reward  
directors, valued key employees and consultants of the Company  
and such other persons as the Plan Administrator shall select in  
accordance with Section 3 below for their services to the  
Company, to enable such persons to acquire a greater proprietary  
interest in the Company, thereby strengthening their incentive to  
achieve the objectives of the shareholders of the Company, and to  
serve as an aid and inducement in the hiring of new employees. 
 
          2.  ADMINISTRATION.  This Plan shall be administered by  
the Board of Directors of the Company (the "Board") if each  
director is a "disinterested person" (as defined below).  If all  
directors are not disinterested persons, the Plan shall be  
administered by a committee designated by the Board and composed  
of two (2) or more members of the Board who are disinterested  
persons, which committee (the "Committee") may be an executive,  
compensation or other committee, including a separate committee  
especially created for this purpose.  "Disinterested person"  
shall have the meaning assigned to it under Rule 16b-3 (as  
amended from time to time) promulgated under the Securities  
Exchange Act of 1934, as amended (the "Exchange Act"), or any  
successor rule or regulatory requirement ("Rule 16b-3").  The  
Committee shall have the powers and authority vested in the Board  
hereunder (including the power and authority to interpret any  
provision of this Plan or of any Bonus).  The members of any such  
Committee shall serve at the pleasure of the Board.  A majority  
of the members of the Committee shall constitute a quorum, and  
all actions of the Committee shall be taken by a majority of the  
members present.  Any action may be taken by a written instrument  
signed by all of the members of the Committee and any action so  
taken shall be fully effective as if it had been taken at a  
meeting.  The Board, or any committee thereof appointed to  
administer the Plan, is referred to herein as the "Plan  
Administrator". 
 
          Subject to the provisions of this Plan, and with a view  
to effecting its purpose, the Plan Administrator shall have sole  
authority, in its absolute discretion, to (a) construe and  
interpret this Plan; (b) define the terms used in this Plan; (c)  
prescribe, amend and rescind rules and regulations relating to  
this Plan; (d) correct any defect, supply any omission or  
reconcile any inconsistency in this Plan; (e) determine the  
individuals to whom Bonuses shall be granted under this Plan and  
whether the Bonus shall be a Restricted Bonus or an Unrestricted  
Bonus; (f) determine the time or times at which Bonuses shall be  
granted under this Plan; (g) determine the number of shares of  
Common Stock covered by each Bonus; (h) determine all other terms  
and conditions of Bonuses; and (i) make all other determinations  
necessary or advisable for the administration of this Plan.  All  
decisions, determinations and interpretations made by the Plan  
Administrator shall be binding and conclusive on all participants  
in this Plan and on their legal representatives, heirs and bene- 
ficiaries. 
 
          The Plan Administrator shall have no authority,  
discretion or power to award bonuses hereunder to directors of  
the Company.  Benefits for such persons shall accrue solely in  
accordance with Section 6 hereof. 
 
          The Board or the Committee may delegate to one or more  
executive officers of the Company the authority to grant Bonuses  
under this Plan to employees of the Company who, on the Date of  
Grant, are not subject to Section 16(b) of the Exchange Act with  
respect to the Common Stock ("Non-Insiders"), and in connection  
therewith the authority to determine the number of shares of  
Common Stock covered by such Bonus and all other terms and  
conditions of such Bonuses.  Unless expressly approved in advance  
by the Board or the Committee, such delegation of authority shall  
not include the authority to alter the terms of outstanding  
Bonuses.  The term "Plan Administrator" when used in any provision 
of this Plan other than Sections 2 and 12 shall be deemed to refer 
to the Board or the Committee, as the case may be, and an executive 
officer who has been authorized to grant Bonuses pursuant hereto, 
insofar as such provision may be applied to Non-Insiders and 
Bonuses granted to Non-Insiders. 
 
          3.  ELIGIBILITY.  Bonuses may be granted to any  
individual who, at the time the Bonus is granted, is an employee  
of the Company or any Related Corporation (as defined below),  
including employees who are directors of the Company ("Employees"), 
and to such other persons as the Plan Administrator shall select.  
Bonuses shall be granted hereunder to directors who are not 
employees of the Company or any Related Corporation, but solely on 
the terms and conditions set forth in Section 6 hereof.  During 
each calendar year of the term of the Plan, no person shall be 
eligible to receive Bonuses covering more than 100,000 shares of 
Common Stock (subject to adjustment in the event of a stock split, 
stock dividend, recapitalization, reorganization or similar event).  
Any person to whom a Bonus is granted under this Plan is referred 
to as a "Grantee". 
 
          As used in this Plan, the term "Related Corporation",  
shall mean any corporation (other than the Company) that is a  
"Parent Corporation" of the Company or "Subsidiary Corporation"  
of the Company, as those terms are defined in Sections 424(e) and  
424(f), respectively, of the Internal Revenue Code of 1986, as  
amended (or any successor provisions) (the "Code"), and the  
regulations thereunder (as amended from time to time). 
 
          4.  STOCK.  In each year during the term of the Plan,  
the Plan Administrator is authorized to grant Bonuses to acquire  
an amount of shares of the Company's authorized but unissued, or  
reacquired, Common Stock equal in amount to one percent (1%) of  
the number of issued and outstanding shares of Common Stock on  
the record date for the meeting of shareholders of the Company at  
which this Plan is approved, in the case of 1995, and on  
January 1 of each year thereafter.  The number of shares with  
respect to which Bonuses may be granted in each year hereunder is  
subject to adjustment in the event of a stock split, stock  
dividend, recapitalization, reorganization or similar event.  In  
the event that any outstanding Bonus is forfeited for any reason,  
the shares of Common Stock allocable to the forfeited portion of  
such Bonus may again be subject to a Bonus to the same Grantee or  
to a different person eligible under Section 3 of this Plan.   
Shares of Common Stock granted to a Grantee pursuant to a Bonus  
are referred to herein as "Bonus Shares". 
 
          5.  TERMS AND CONDITIONS OF BONUSES. 
 
          (a)  Grant of Bonus.  The Plan Administrator may grant  
to a Grantee (i) Bonus Shares subject to the restrictions described 
in Section 5(c) hereof (such grant a "Restricted Bonus" and such 
shares "Restricted Bonus Shares"); or (ii) Bonus Shares which are 
not subject to the restrictions described in Section 5(c) hereof 
(such grant an "Unrestricted Bonus" and such shares "Unrestricted 
Bonus Shares").  The Grantee shall pay no consideration for 
Restricted Bonus Shares or Unrestricted Bonus Shares. 
 
          (b)  Bonus Agreement.  As soon as practicable after the  
date of a Bonus grant, the Company and the Grantee shall enter  
into a written agreement (a "Bonus Agreement") identifying the  
date of grant, and specifying the terms and conditions of the  
Bonus.  Any Bonus under this Plan shall be governed by the terms  
of the Plan and the applicable Bonus Agreement. 
 
          (c)  Restricted Bonus Shares. 
 
               (i)  Restrictions.  Subject to the provisions of  
the Plan and the Bonus Agreement, during the period (the  
"Restriction Period"), if any, set by the Plan Administrator at  
the time of award of the Bonus (the "Date of Grant"), commencing  
with, and not exceeding ten (10) years from, the Date of Grant,  
the Grantee shall not be permitted to sell, assign, transfer,  
pledge or otherwise encumber Restricted Bonus Shares.  Within  
these limits, the Plan Administrator 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 or such other factors or criteria as the Plan  
Administrator may determine. 
 
                (ii)  Dividends on Restricted Bonus Shares.  
Unless otherwise determined by the Plan Administrator, with  
respect to dividends on Restricted Bonus Shares, dividends  
payable in cash shall be paid to the Grantee and dividends  
payable in Common Stock shall be paid in the form of Restricted  
Bonus Shares.  The payment of share dividends in additional  
Restricted Bonus Shares shall only be permissible if sufficient  
shares of Common Stock are available under Section 4 for such  
reinvestment. 
 
               (iii)  Termination.  Except to the extent  
otherwise provided in the Bonus Agreement and pursuant to Section  
5(c)(i), in the event the Grantee ceases to be, for any reason,  
employed by, or a consultant to, the Company or a Related  
Corporation (such event a "Termination") during the Restriction  
Period, all Restricted Bonus Shares then subject to restriction  
shall be forfeited by the Grantee. 
 
                (iv)  Escrow and Voting of Restricted Bonus  
Shares.  As soon as practicable following the Grant Date, the  
appropriate officers of the Company shall prepare, issue and  
deliver certificate(s) representing Restricted Bonus Shares to  
the Chief Financial Officer or General Counsel of the Company  
(the "Administrative Executive") to be held by such person in  
accordance with this paragraph.  Any grant of Resticted Bonus  
Shares under this Plan shall be made conditioned on the Grantee's  
delivery to the Administrative Executive of stock power(s) duly  
transferring ownership of the Restricted Bonus Shares to the  
Company.  The Administrative Executive shall deliver the share  
certificate(s) and stock power(s) to the Grantee only following  
the receipt of written certification from the Plan Administrator  
that the Restricted Period relating to the Restricted Bonus  
Shares has expired.  Pending the delivery of share certificates  
representing Restricted Bonus Shares to the Grantee as provided  
in this paragraph 5(c)(iv) or the forfeiture of such shares as  
provided in paragraph 5(c)(iii), the Grantee shall be entitled to  
vote such shares. 
 
          (d)  Performance Goals.  Any Bonus may be granted  
either alone or in addition to other Bonuses granted under the  
Plan.  The Plan Administrator may condition the grant of any  
Bonus upon the attainment of specified performance goals or such  
other factors or criteria, including continued employment or  
consulting, as the Plan Administrator shall determine.  Performance 
objectives may vary from Grantee to Grantee and among groups of 
Grantees and shall be based upon such Company, subsidiary, group or 
division factors or criteria as the Plan Administrator may deem 
appropriate, including, but not limited to, earnings per share or 
return on equity.  The other provisions of Bonuses also need not be 
the same with respect to each recipient.  Unless specified 
otherwise in the Plan or by the Plan Administrator, the date of 
grant of a Bonus shall be the date of action by the Plan 
Administrator to grant the Bonus. 
 
          (e)  Right of Repurchase.  At the option of the Plan  
Administrator, Bonus Shares issued under this Plan may be subject  
to a right of repurchase in favor of the Company upon Termination  
(as defined in Section 5(c)(iii) hereof) of the Grantee.  The  
terms and conditions of such right of repurchase, if any, shall  
be set forth in the Bonus Agreement. 
 
          (f)  Securities Regulation and Tax Withholding. 
 
               (i)  Bonus Shares shall not be issued with respect  
to a Bonus, unless the grant of such Bonus and the issuance and  
delivery of such Bonus Shares shall comply with all relevant  
provisions of law, including, without limitation, any applicable  
state securities laws, the Securities Act of 1933, as amended,  
the Exchange Act, the rules and regulations thereunder and the  
requirements of any stock exchange or quotation system upon which  
such Bonus Shares may then be listed or quoted, and such issuance  
shall be further subject to the approval of counsel for the  
Company with respect to such compliance, including the availability 
of an exemption from registration for the issuance of such Bonus 
Shares.  The inability of the Company to obtain from any regulatory 
body the authority deemed by the Company to be necessary for the 
lawful issuance of any Bonus Shares under this Plan, or the 
unavailability of an exemption from registration for the issuance 
of any Bonus Shares under this Plan, shall relieve the Company of 
any liability with respect to the non-issuance of such Bonus 
Shares. 
 
               As a condition to the issuance of Bonus Shares,  
the Plan Administrator may require the Grantee to represent and  
warrant in writing at the time of such issuance that such Bonus  
Shares are being acquired only for investment and without any  
then-present intention to sell or distribute such Bonus Shares.   
At the option of the Plan Administrator, a stop-transfer order  
against such Bonus Shares may be placed on the stock books and  
records of the Company, and a legend indicating that the Bonus  
Shares may not be pledged, sold or otherwise transferred, unless  
an opinion of counsel is provided stating that such transfer is  
not in violation of any applicable law or regulation, may be  
stamped on the certificates representing such Bonus Shares in  
order to assure an exemption from registration.  The Plan  
Administrator also may require such other documentation as may  
from time to time be necessary to comply with federal and state  
securities laws.  THE COMPANY HAS NO OBLIGATION TO UNDERTAKE  
REGISTRATION OF BONUS SHARES. 
 
               (ii)  The Grantee shall pay to the Company by  
certified or cashier's check, promptly upon grant of a Bonus or,  
if later, the date that the amount of such obligations becomes  
determinable (in either case, the "Tax Date"), all applicable  
federal, state, local and foreign withholding taxes that the Plan  
Administrator, in its discretion, determines to result upon grant  
of a Bonus, lapse of restrictions on transfer of Restricted Bonus  
Shares, transfer or other disposition of Bonus Shares or otherwise 
related to a Bonus or Bonus Shares.  Upon approval of the Plan 
Administrator, a Grantee may satisfy such obligation by complying 
with one or more of the following alternatives selected by the Plan 
Administrator: 
 
                    (A)  by delivering to the Company shares of  
Common Stock previously held by such Grantee or by the Company  
withholding Bonus Shares otherwise issuable pursuant to the  
Bonus, which have a fair market value at the Tax Date (as  
determined by the Plan Administrator) equal to the tax obligation  
to be paid by the Grantee on such Tax Date; provided, that if the  
Grantee is an Insider or if beneficial ownership of Bonus Shares  
is attributable to an Insider pursuant to the regulations under  
Section 16 of the Exchange Act, the Grantee will have executed,  
by a date not later than six (6) months prior to the Tax Date, an  
irrevocable election to satisfy its obligations under this  
Paragraph (ii) through the Company withholding shares of Common  
Stock otherwise deliverable pursuant to the Bonus; 
 
                    (B)  by executing appropriate loan documents  
approved by the Plan Administrator by which the Grantee borrows  
funds from the Company to pay the withholding taxes due under  
this Paragraph (ii), with such repayment terms as the Plan  
Administrator shall select; or 
 
                    (C)  by complying with any other payment  
mechanism approved by the Plan Administrator from time to time. 
 
               (iii)  The issuance, transfer or delivery of  
certificates representing Bonus Shares may be delayed, at the  
discretion of the Plan Administrator, until the Plan  
Administrator is satisfied that the applicable requirements of  
the federal and state securities laws and the withholding  
provisions of the Internal Revenue Code have been met. 
 
          (g)  Adjustment of Bonuses; Waivers.  The Plan  
Administrator may adjust the restrictions, performance goals and  
measurements applicable to Bonuses (i) to take into account  
changes in law and accounting and tax rules; (ii) to make such  
adjustments as the Plan Administrator deems necessary or  
appropriate to reflect the inclusion or exclusion of the impact  
of extraordinary or unusual items, events or circumstances in  
order to avoid windfalls or hardships; and (iii) to make such  
adjustments as the Plan Administrator deems necessary or  
appropriate to reflect any material changes in business  
conditions.  In the event of hardship or other special  
circumstances of a Grantee and otherwise in its discretion, the  
Plan Administrator may waive in whole or in part any or all  
restrictions, conditions, vesting or forfeiture with respect to  
any Bonus granted to such Grantee.  The provisions of this  
Section 5(g) shall not apply to Bonuses granted under Section 6  
hereof. 
 
          (h)  Non-Competition.  The Plan Administrator, in  
addition to any other requirement it may impose, may condition  
any discretionary adjustment or waiver pursuant Section 5(g)  
hereof upon a Grantee's agreement to (i) not engage in any  
business or activity competitive with any business or activity  
conducted by the Company; and (ii) be available for consultations  
at the request of the Company's management, all on such terms and  
conditions (including conditions in addition to (i) and (ii)) as  
the Plan Administrator may determine. 
 
          (i)  Rights as Shareholder.  Unless the Plan or the  
Plan Administrator expressly specifies otherwise, a Grantee shall  
have no rights as a shareholder with respect to any Bonus Shares  
until the issuance (as evidenced by the appropriate entry on the  
books of the Company or a duly authorized transfer agent) of a  
certificate representing the Bonus Shares.  Subject to Sections 4  
and 5(c)(ii), no adjustment shall be made for dividends or other  
rights for which the record date is prior to the date the  
certificate is issued. 
 
          (j)  Beneficiary Designation.  The Plan Administrator,  
in its discretion, may establish procedures for a Grantee to  
designate a beneficiary to whom any Bonus Shares issuable or  
amounts payable in the event of the Grantee's death are to be  
issued or paid. 
 
          (k)  Transfer Limitation on Stock.  In addition to any  
other transfer restrictions which may be imposed under the Plan  
or any Bonus Agreement, a Grantee who is an Insider may not sell  
or otherwise transfer, in whole or in part, any Bonus Shares  
prior to the six-month anniversary of the issuance of such Bonus  
Shares, unless the Plan Administrator determines that the  
foregoing provisions are not necessary to make the transaction  
exempt from Section 16(b) of the Exchange Act pursuant to Rule  
16b-3. 
 
     6.  NON-EMPLOYEE DIRECTORS.  Directors who are not also  
employees of the Company ("Non-Employee Directors") shall be  
eligible to receive Bonuses under the Plan only in accordance  
with the terms and conditions of this Section 6. 
 
     On each February 15, May 15, August 15 and November 15,  
following shareholder approval of this Plan and for so long  
thereafter as shares are available for grant pursuant to Section  
4, each person who served as a Non-Employee Director during the  
then most recently completed calendar quarter shall receive 250  
Bonus Shares.  Any person who served as a Non-Employee Director  
for less than the entire quarter shall receive a pro-rated number  
of Bonus Shares based on the number of days of service as a Non- 
Employee Director during such quarter. 
 
     7.  EFFECTIVE DATE; TERM.  This Plan shall be effective as  
of February 15, 1995.  Bonuses may be granted by the Plan  
Administrator from time to time thereafter until February 15,  
2005, or until this Plan is terminated by the Board in its sole  
discretion.  Termination of this Plan shall not terminate any  
Bonus granted prior to such termination.  No Bonuses shall be  
granted hereunder to directors of the Company pursuant to Section  
6 hereof or to Insiders prior to the approval of this Plan by the  
shareholders of the Company.  The Plan Administrator may require  
any shareholder approval that it considers necessary for the  
Company to comply with or to avail the Company and/or the Optionees 
of the benefits of any securities, tax, market listing or other 
administrative or regulatory requirement.   
 
     8.  NO OBLIGATIONS TO ACCEPT BONUS SHARES.  The grant of an  
Bonus shall impose no obligation upon the Grantee to receive  
Bonus Shares. 
 
     9.  NO RIGHT TO BONUSES OR TO EMPLOYMENT.  Except for the  
grant of Bonuses pursuant to Section 6 hereof, whether or not any  
Bonuses are to be granted under this Plan shall be exclusively  
within the discretion of the Plan Administrator, and nothing  
contained in this Plan shall be construed as giving any person  
any right to participate under this Plan.  The grant of a Bonus  
shall in no way constitute any form of agreement or understanding  
binding on the Company or any Related Corporation, express or  
implied, that the Company or any Related Corporation will employ  
or contract with a Grantee for any length of time, nor shall it  
interfere in any way with the Company's or, where applicable, a  
Related Corporation's right to terminate a Grantee's employment  
at any time, which right is hereby reserved. 
 
     10.  RULE 16b3-3.  With respect to Insiders, transactions  
under this Plan are intended to comply with the applicable  
conditions of Rule 16b-3.  To the extent any provision of this  
Plan or action by the Plan Administrator fails to so comply, it  
shall be adjusted to comply with Rule 16b-3 to the extent  
permitted by law and deemed advisable by the Plan Administrator.  
 It shall be the responsibility of Insiders and not of the  
Company or the Plan Administrator, to comply with the  
requirements of Section 16 of the Exchange Act; and neither the  
Company nor the Plan Administrator shall be liable if this Plan  
or any transaction under this Plan fails to comply with the  
applicable conditions of Rule 16b-3, or if any Insider incurs any  
liability under Section 16 of the Exchange Act. 
 
     11.  INDEMNIFICATION OF PLAN ADMINISTRATOR.  In addition to  
all other rights of indemnification they may have as members of  
the Board, members of the Plan Administrator shall be indemnified  
by the Company for all reasonable expenses and liabilities of any  
type or nature, including attorneys' fees, incurred in connection  
with any action, suit or proceeding to which they or any of them  
are a party by reason of, or in connection with, this Plan or any  
Bonus granted under this Plan, and against all amounts paid by  
them in settlement thereof (provided that such settlement is  
approved by independent legal counsel selected by the Company),  
except to the extent that such expenses relate to matters for  
which it is adjudged that such Plan Administrator member is  
liable for willful misconduct; provided, that within fifteen (15)  
days after the institution of any such action, suit or proceeding, 
the Plan Administrator member involved therein shall, in writing, 
notify the Company of such action, suit or proceeding, so that the 
Company may have the opportunity to make appropriate arrangements 
to prosecute or defend the same. 
 
     12.  AMENDMENT OF PLAN.  Except as set forth in Section 6  
hereof, the Plan Administrator may, at any time, modify, amend or  
terminate this Plan or modify or amend Bonuses granted under this  
Plan, including, without limitation, such modifications or  
amendments as are necessary to maintain compliance with applicable 
statutes, rules or regulations; provided, however, no amendment 
with respect to an outstanding Bonus which has the effect of 
reducing the benefits afforded to the Grantee thereof shall be made 
over the objection of such Grantee.  The Plan Administrator may 
condition the effectiveness of any such amendment on the receipt of 
shareholder approval at such time and in such manner as the Plan 
Administrator may consider necessary for the Company to comply with 
or to avail the Company and/or the Optionees of the benefits of any 
securities, tax, market listing or other administrative or 
regulatory requirement.  Without limiting the generality of the 
foregoing, the Plan Administrator may modify grants to persons who 
are eligible to receive Bonuses under this Plan who are foreign 
nationals or employed outside the United States to recognize 
differences in local law, tax policy or custom. 
 
     13.  UNFUNDED STATUS OF PLAN.  The Plan shall constitute an  
"unfunded" plan for incentive compensation.  The Plan Administrator 
may authorize the creation of trusts or arrangements to meet the 
obligations created under the Plan to deliver Stock or make 
payments; provided, however, that unless the Plan Administrator 
otherwise determines, the existence of such trusts or other 
arrangements shall be consistent with the "unfunded" status of the 
Plan. 
 
                           EXHIBIT 5.1 
           [HELLER, EHRMAN, WHITE & McAULIFFE Letterhead] 
 
December 12, 1995 
 
21232/0006 
 
 
Carver Corporation 
20121 48th Avenue W. 
Lynwood, Washington  98036 
 
Re:  Registration Statement on Form S-8 under 
     the Securities Act of 1933, as amended   
 
Ladies and Gentlemen: 
 
     Carver Corporation, a Washington corporation (the "Company"), 
has requested our opinion with respect to certain matters relating 
to the registration statement on Form S-8 (the "Registration 
Statement") which the Company will be filing with the Securities 
and Exchange Commission (the "Commission") in connection with the 
registration under the Securities Act of 1933, as amended, of an 
aggregate of 727,867 shares (the "Shares") of the Company's common 
stock, par value $0.01 (the "Common Stock"). Of the Shares, 360,000 
(the "Option Shares") are issuable by the Company upon the exercise 
of options (the "Options") granted pursuant to the Carver 
Corporation 1995 Stock Option Plan and 367,867 (the "Award Shares") 
are issuable as awards (the "Awards") pursuant to the Carver 
Corporation 1995 Stock Bonus Plan.  The Carver Corporation 1995 
Stock Option Plan and the Carver Corporation 1995 Stock Bonus Plan 
are hereinafter referred to as the "Plans". 
 
     The Shares are currently unissued shares of the Company. The  
Shares are to be sold or issued to employees and members of the  
Company's board of directors (the "Board") as described in the  
Plans. 
 
     We have based our opinion upon our review of the following  
records, documents, instruments and certificates: 
 
     1.  The Articles of Incorporation of the Company, certified 
by the Secretary of State of the State of Washington as of November 
16, 1995 and certified to us by an officer of the Company as being 
complete, unamended and in full force and effect as of the date of 
this opinion; 
 
     2.  A Certificate of Existence/Authorization relating to the  
Company issued by the Secretary of State of the State of 
Washington, dated as of November 16, 1995; 
 
     3.  The Bylaws of the Company, certified to us by an officer  
of the Company as being complete, unamended and in full force and  
effect as of the date of this opinion; 
 
     4.  Records certified to us by an officer of the Company as  
constituting all records of proceeding and actions of the Board  
and the shareholders of the Company relating to the adoption of  
the Plans; 
 
     5.  The Plans;  
 
     6.  Forms of Nonqualified Stock Option Agreement and  
Incentive Stock Option Agreement (the "Option Agreements"); 
 
     7.  Information provided by the Company's transfer agent as  
to the number of outstanding shares of Common Stock as of  
November 21, 1995; and 
 
     8.  A certificate of an officer of the Company, dated as of  
the date of this opinion, stating that no dissolution proceedings  
have been commenced with respect to the Company. 
 
     In connection with this opinion, we have, with your consent,  
assumed the authenticity of all records, documents and instruments  
submitted to us as originals, the genuineness of all signatures,  
the legal capacity of natural persons and the authenticity and  
conformity to the originals of all records, documents and  
instruments submitted to us as copies. 
 
     This opinion is limited to the laws of the State of  
Washington.  We disclaim any opinion as to any statute, rule,  
regulation, ordinance, order or other promulgation of any other  
jurisdiction or any federal, regional or local governmental body. 
 
     Based upon the foregoing and our examination of such questions 
of law as we have deemed necessary or appropriate for the purpose 
of this opinion, and subject to the assumptions and qualifications 
expressed herein, it is our opinion that the reservation for 
issuance of the Shares has been duly authorized and, upon exercise 
of the Options, payment of the exercise price for the Option Shares 
and issuance and delivery of the Option Shares pursuant to the 
terms of the Carver Corporation 1995 Stock Option Plan and the 
relevant Option Agreements, or upon issuance and delivery of the 
Award Shares pursuant to one or more Awards granted under the 
Carver Corporation 1995 Stock Bonus Plan, such Shares will be 
validly issued, fully paid and non-assessable. 
 
      Our opinion is qualified to the extent that in the event of  
a stock split, share dividend or other reclassification of the  
Common Stock effected subsequent to the date hereof, the number  
of shares of Common Stock issuable upon the exercise of Options  
or issuable pursuant to an Award may be adjusted automatically,  
as set forth in the terms of the Plans, such that the number of  
such shares may exceed the number of Company's remaining 
authorized, but unissued shares of Common Stock at the time the  
Options are exercised or an Award fully vests. 
 
     We expressly disclaim any obligation to advise you of any  
developments in areas covered by this opinion that occur after  
the date of this opinion. 
 
     We hereby authorize and consent to the use of this opinion  
as Exhibit 5 to the Registration Statement. 
 
Very truly yours, 
 
HELLER, EHRMAN, WHITE & McAULIFFE 
 
/s/ HELLER, EHRMAN, WHITE & MCAULIFFE 
 
                                EXHIBIT 23.2 
 
                    CONSENT OF INDEPENDENT ACCOUNTANTS 
 
We consent to the incorporation by reference into this registration 
statement on Form S-8 of our report dated February 9, 1995 on our 
audits of the consolidated financial statements of Carver 
Corporation and Subsidiary as of December 31, 1994 and 1993, and 
for each of the years in the three year period ended December 31, 
1994, which report is included in the Annual Report on Form 10-K of 
Carver Corporation for the year ended December 31, 1994. 
 
 
MOSS ADAMS LLP         
Seattle, Washington        
December 12, 1995