Exhibit 10(a)(1)

                Long Term Stock Incentive Plan
            Amendment - Effective January 1, 1995


1.   The definition of "Fair Market Value" in Article I of 
     the Plan shall be amended to read in its entirety as 
     follows:


     FAIR MARKET VALUE means, with respect to Company Stock,
(1) the mean of the high and low sales prices of such stock
(a) as reported on the composite tape (or other appropriate
reporting vehicle as determined by the Committee) for a
specified date or, if no such report of such price shall be
available for such date, as reported for the New York Stock
Exchange for such date or (b) if the New York Stock Exchange
is closed on such date, the mean of the high and low sales
prices of such stock as reported in accordance with (a) above
for the next preceding day on which such stock was traded on
the New York Stock Exchange, or (2) at the option of and as
determined by the Committee, the average of the mean of the
high and low sales prices of such stock as reported in
accordance with (1) above for a period of up to ten
consecutive business days.

2.  Article II, Section 3 of the Plan shall be amended to 
    read in its entirety as follows:


Limitation on Optioned Shares.  In no event may any stock
option be granted to any Employee who owns stock possessing
more than five percent of the total combined voting power or
value of all classes of stock of the Company.  The maximum
number of shares subject to options awarded to any one
individual in any calendar year may not exceed 500,000 shares.

3.  Article IV, Section 1 of the Plan shall be amended by
    revising the first sentence thereof to read as follows:

Number of Shares.  The shares of Company Stock that may be
issued under the Plan, out of authorized but heretofore
unissued Company Stock, or out of Company Stock held as
treasury stock, or partly out of each, shall not exceed 4.4
million shares plus an additional number of shares equal to
the number of shares which at January 1, 1995 were reserved
for issuance under the Plan as then in effect.

(Note:  SHARE NUMBERS IN THIS AMENDMENT DO NOT REFLECT THE 
TWO-FOR-ONE COMMON STOCK SPLIT OF FEBRUARY 1995.)

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