Exhibit 4.1


FLUKE CORPORATION
1998 STOCK INCENTIVE PLAN


Article 1.  Establishment and Purposes

1.1      Establishment of the Plan.  Fluke Corporation (the "Company") hereby 
establishes a plan to be known as the Fluke Corporation 1998 Stock Incentive 
Plan (the "Plan") as set forth in this document.  The Plan permits the grant 
of Nonqualified Stock Options, Incentive Stock Options, Restricted Stock, 
Stock Appreciation Rights, and Performance Awards.  The Plan shall become 
effective upon adoption by the Board of Directors and by approval of the 
stockholders of the Company.

1.2      Purpose of the Plan.  The purpose of the Plan is to promote the 
success and enhance the value of the Company by linking the personal interests 
of the Participants to those of the Company's stockholders, and by providing 
Participants with an incentive for outstanding performance. The Plan further 
strengthens the Company's ability to attract and retain officers, Directors, 
employees, and other persons providing significant services to the Company and 
its subsidiaries whose ability and special efforts will contribute materially 
to the success of the Company.


Article 2.  Definitions

2.1      Definitions.  Unless otherwise required by the context, the following 
terms when used in the Plan shall have the meanings set forth in this Section 
2.1:

(a)       "Board" means the Board of Directors of the Company.  

(b)       "Change of Control" of the Company, as used in this Plan, 
means and shall be deemed to occur:

            (i)  upon the date the Company is informed by receiving a 
report on Schedule 13D under the Securities Exchange Act of 1934 
(the "Exchange Act") or similar report that any person (as such 
term is used in Sections 13(d) and 14(d)(2) of the Exchange Act), 
together with such person's Affiliates and Associates (as defined 
in Rule 12b-2 of the Exchange Act), is or has become the 
"beneficial owner" (as defined in Rule 13d-3 of the Exchange Act) 
directly or indirectly, of securities of the Company representing 
25% or more of the combined voting power of the Company's then 
outstanding securities.  A person shall not be deemed to 
beneficially own securities acquired pursuant to the Employee 
Stock Purchase Plan of the Company or other plans generally 
applicable to employees, officers or Directors of the Company.   
There will not be a Change of Control as the result of an 
acquisition of securities by the Company, which by reducing the 
number of shares outstanding, increases the proportionate number 
of shares beneficially owned by any person to 25% or more of the 
securities of the Company then outstanding.  However, that if a 
person becomes the beneficial owner of 25% or more of the 
securities of the Company then outstanding by reason of share 
purchases by the Company and shall, after such share purchases by 
the Company, become the beneficial owner of any additional 
securities of the Company, then a Change of Control will occur 
unless such person disposes of such additional securities of the 
Company within 10 days, or 

            (ii)  upon the first purchase of the Company's Common Stock 
pursuant to a tender or exchange offer (other than a tender or 
exchange offer made by the Company) seeking to acquire securities 
representing 25% or more of the combined voting power of the 
Company's then outstanding securities, or 

            (iii)  upon the first date on which Continuing Directors, as 
defined in Article VI of the Company's Articles of Incorporation, 
cease for any reason to constitute at least a majority of the 
Board of Directors.
 
(c)       "Code" means the Internal Revenue Code of 1986, as amended 
from time to time, and the temporary or final regulations adopted 
pursuant to the Code.  

(d)       "Committee" means the Compensation Committee of the Board of 
Directors.  

(e)       "Common Stock" means the Common Stock of the Company, $.25 par 
value.

(f)        "Exchange Act" means the Securities Exchange Act of 1934, as 
amended from time to time.  

(g)        "Fair Market Value" as applied to a specific date, means the 
average between the highest and lowest quoted selling prices at which 
the Company's Common Stock was sold on such date as reported in the New 
York Stock Exchange Composite Transactions by The Wall Street Journal on 
such date or such other report as the Committee may select, or if no 
Company Common Stock was traded on such date, on the next preceding day 
on which the Company Common Stock was so traded.  Notwithstanding the 
foregoing, upon the exercise, during the thirty (30) day period 
following a Change of Control, of a tandem stock appreciation right 
which is granted in connection with an option, Fair Market Value on the 
date of exercise shall be deemed to be the greater of (i) the highest 
price per share of the Company Common Stock as reported in the New York 
Stock Exchange Composite Transactions by The Wall Street Journal or such 
other report as the Committee may select during the sixty (60) day 
period ending on the day preceding the date of exercise of the tandem 
stock appreciation right, or (ii) if the Change of Control is one 
described in Clause (ii) of Section 2.1(b) or a transaction described in 
Section 5.2(b), the highest price per share paid for the Company's 
Common Stock in connection with such Change of Control.
  
(h)        "Incentive Stock Option" or "ISO" means an option to purchase 
shares, granted under Article 6, which meets the requirements of an 
Incentive Stock Option as defined in Section 422A of the Code, as in 
effect at the time of grant of such option, or any statutory provision 
that may hereafter replace such section.

(i)        "Nonqualified Stock Option" or "NQSO" means an option to 
purchase shares, granted under Article 6, which is not intended to be an 
Incentive Stock Option.  

(j)        "Option Price" means the price per share of Common Stock at 
which an option is exercisable.

(k)        "Participant" means an individual who is selected by the 
Committee to participate in the Plan pursuant to Article 4.

(l)        "Performance Award" means an award granted under Article 10.

(m)      "Permanent Disability" means when a Participant shall be found, 
upon the basis of medical evidence satisfactory to the Committee, that 
the Participant is prevented, whether due to physical or mental 
condition, from engaging in further comparable employment by the Company 
or any of its Subsidiaries and that such disability will be permanent 
and continuous during the remainder of the Participant's life. 

(n)        "Restricted Stock" means a grant of shares granted under 
Article 9.

(o)        "Stock Appreciation Right" or "SAR" means an award of rights 
granted under Article 8. 

(p)        "Subsidiary" means an entity that is designated by the 
Committee as a subsidiary for purposes of this Plan and that is a 
corporation (or other form of business association that is treated as a 
corporation for tax purposes) of which shares (or other ownership 
interests) having more than 50% of the voting power are owned or 
controlled, directly or indirectly, by the Company so as to qualify as a 
"subsidiary corporation" (within the meaning of Code Section 424(f)).  


Article 3.  Administration

3.1      The Committee.  The Plan shall be administered by the Compensation 
Committee of the Board.  No Director shall serve as a member of the Committee 
unless at the time of his appointment and service he shall be a "Non-Employee 
Director," as defined in Rule 16b-3 of the General Rules and Regulations under 
the Exchange Act, and shall be an "outside director" for purposes of Section 
162 (m)(4) of the Code. 

3.2      Authority of the Committee.  The Committee shall have full authority 
to construe and interpret the Plan, to establish, amend and rescind rules and 
regulations relating to the Plan, to select persons eligible to participate in 
the Plan, to grant NQSOs or ISOs, Restricted Stock, SARs and/or Performance 
Awards thereunder, to administer the Plan, to make recommendations to the 
Board, to take all such steps and make all such determinations in connection 
with the Plan as it may deem necessary or advisable, which determination shall 
be final and binding upon all Participants.


Article 4.  Eligibility

4.1      Eligible Individuals.  To be eligible for selection by the Committee 
to participate in the Plan, an individual must be an officer, Director, 
employee, or other person providing significant services to the Company, or of 
any Subsidiary, as of the date on which the Committee grants to such 
individual a NQSO, ISO, Restricted Stock, SAR, or Performance Award, and who 
in the judgment of the Committee holds a position of responsibility and is 
able to contribute substantially to the Company's continued success.  Each 
chosen individual is hereinafter referred to as a "Participant".  A  non-
employee Director may not be granted an ISO or a Performance Award pursuant to 
this Plan.



Article 5.  Shares Available and Certain Adjustments 

5.1      Maximum Number of Shares.  Subject to Section 5.2(a), the maximum 
number of shares for which stock options, Restricted Stock grants, SARs and 
Performance Awards denominated in shares may at any time be granted under the 
Plan is 1,500,000 shares of Common Stock, from shares repurchased by the 
Company or out of the authorized but unissued shares of the Company, or partly 
out of each, as shall be determined by the Board of Directors.  Upon the 
expiration, cancellation or termination in whole or in part of (a) unexercised 
NQSOs or ISOs, (b) Restricted Stock grants reverting to the Company, (c) 
shares of Common Stock covered by a NQSO or ISO, or portion thereof, which are 
surrendered upon exercise of a tandem SAR, (d) unexercised tandem SARs, and 
(e) unearned Performance Awards denominated in shares, shares of Common Stock 
which were subject thereto shall again be available under the Plan.  

5.2      Certain Adjustments. 
 
      (a)      In the event of any change in the Common Stock through 
reorganization, recapitalization, reclassification, stock dividend of 
ten percent or greater, stock split, amendment to the Articles of 
Incorporation of the Company, or reverse stock split, the Board shall 
make an appropriate and proportionate adjustment in the number of shares 
of Common Stock subject to a NQSO, ISO, or Performance Award denominated 
in shares without any change in the aggregate purchase price of the 
shares subject to such NQSO, ISO, or Performance Award denominated in 
shares but with corresponding adjustment to the exercise price per share 
and in the number of shares covered by outstanding NQSOs, ISOs, SARs or 
Performance Awards denominated in shares.

(b)      Upon the effective date of a merger, consolidation or plan of 
exchange (other than a merger, consolidation or plan of exchange 
involving the Company in which the holders of voting securities of the 
Company immediately prior to such transaction own at least 50% of the 
voting power of the outstanding securities of the surviving corporation 
or a parent of the surviving corporation after such transaction), or a 
sale of all or substantially all the assets of the Company, or a 
liquidation or dissolution of the Company, the Plan and any NQSO or ISO, 
SAR, or Performance Award theretofore granted hereunder shall terminate, 
unless provisions be made in writing in connection with such transaction 
for the continuance of the Plan and for the assumption of options, SARs, 
or Performance Awards theretofore granted, or the substitution for such 
options, SARs, or Performance Awards with new options, SARs, or 
Performance Awards covering the shares of a successor corporation, or a 
parent, affiliate or subsidiary thereof, with appropriate adjustments as 
to number and kind of shares and prices thereof, in which event the Plan 
and the options, SARs, or Performance Awards granted under it, or the 
new options, SARs, or Performance Awards substituted therefor, shall 
continue in the manner and under the terms so provided.  

(c)      If provision is not made pursuant to the preceding Section 
5.2(b) in connection with such a transaction for the continuance of the 
Plan and for the assumption of options, SARs, or Performance Awards 
denominated in shares, or the substitution for such options, SARs, or 
Performance Awards denominated in shares of new options, SARs, or 
Performance Awards denominated in shares covering the shares of a 
successor employer corporation or a parent, affiliate or subsidiary 
thereof, then each Participant under the Plan shall be entitled, prior 
to the effective date of any such transaction, to purchase the full 
number of shares under the option or Performance Award which the 
Participant otherwise would have been entitled to purchase during the 
remaining term of such option or Performance Award denominated in 
shares, if applicable, and to exercise any SAR or Performance Award 
denominated in shares, if applicable, for the full number of shares 
under the SAR or Performance Award to which the Participant otherwise 
would have been entitled to acquire upon such exercise during the 
remaining term of such SAR or Performance Award denominated in shares, 
if applicable, without regard to any limitation on exercise which may be 
contained therein.  

(d)      Upon the occurrence of a Change of Control (unless the Board 
shall consist of a majority of Continuing Directors, as defined in 
Article VI of the Company's Articles of Incorporation, and the Board 
shall determine otherwise by notice to Participants prior to or within 
30 days after such Change of Control), all outstanding options, SARs, or 
Performance Award, if applicable, shall become immediately exercisable 
in full for the remainder of their terms, and the transferability 
restrictions on all outstanding Restricted Stock grants or Performance 
Award, if applicable, shall automatically lapse.  All Performance Awards 
shall be considered to be earned and payable in full and any deferral or 
other restriction shall lapse.  Any Performance Award or freestanding 
SAR payable in cash shall be paid as promptly as is practicable.    

Adjustments under this Section shall be made by the Board, whose 
determination as to what adjustments shall be made, and the extent thereof, 
shall be final, binding, and conclusive. No fractional share of Common Stock 
shall be issued under the Plan or any such adjustment.  


Article 6.  Grant of Options

6.1      Committee Determination of Option Grant.  Options may be granted in 
such number and at such times during the term of this Plan as the Committee 
shall determine, taking into account the duties of the respective individuals, 
their present and potential contributions to the success of the Company, and 
such other factors as the Committee shall deem relevant in accomplishing the 
purposes of the Plan.  The granting of an option shall take place when the 
Committee by resolution, written consent or other appropriate action 
determines to grant such an option to a particular Participant at a particular 
price.  Each option shall be evidenced by a written instrument delivered by or 
on behalf of the Company containing provisions not inconsistent with the Plan 
and such other or additional terms as the Committee may approve. 

6.2      Type of Option.  An option granted under the Plan may be either a 
NQSO or an ISO, as designated by the Committee and as indicated in the option 
agreement.


Article 7.  Terms and Conditions of Options

7.1      Grant of an ISO.  Each provision of the Plan and each ISO granted 
hereunder shall be construed so that such option shall qualify as an ISO, and 
any provision thereof that cannot be so construed shall be disregarded.  ISOs, 
in addition to complying with the other provisions of the Plan relating to 
options generally, shall be subject to the following conditions:

(a)      Only officers and other employees of the Company, or of any 
Subsidiary are eligible to be granted ISOs.

(b)      Except as provided in paragraph (c), the option price of the 
ISOs shall be 100% of the Fair Market Value of the stock on the date of 
grant.

(c)      An officer or other employee must not, at the time an ISO is 
granted, own stock representing more than ten percent of the voting 
power of all classes of stock of the Company or of a Subsidiary.  This 
requirement is deemed waived if (i) the Option Price of the ISO to be 
granted is at least 110% of the Fair Market Value of the stock subject 
to the option, determined at the time the option is granted, and (ii) 
the option is not exercisable more than five years from the date the 
option is granted.  

(d)      The aggregate Fair Market Value (determined at the time of the 
grant of the option) of the stock with respect to which ISOs are 
exercisable for the first time by an officer or other employee during 
any calendar year may not exceed $100,000.  

(e)      Any other terms and conditions will be added which the 
Committee determines, upon advice of counsel, must be imposed for the 
option to be an ISO.

(f)      During a Participant's lifetime, the option may be exercisable 
only by the Participant and options shall not be transferable, other 
than by will or the laws of descent and distribution.    

7.2      General Terms of Option Grants.  Except as otherwise provided in 
Section 7.1, all ISOs and NQSOs under the Plan shall be granted subject to the 
following terms and conditions:

(a)      The option price per share shall be determined by the Committee 
at the time of grant.  The option price may not be less than 100% of the 
Fair Market Value of the shares covered by the option on the date the 
option is granted.  Options may not be repriced without stockholder 
approval.
  
(b)      Options shall be exercisable at such time and under such 
conditions as set forth in the option grant however an option may not be 
exercisable prior to six months following the date of grant, or 
exercisable more than ten years after the date of grant. 

(c)      Shares of Common Stock covered by an option may be purchased at 
one time or in such installments over the balance of the option period 
as may be provided in the option grant.  Any shares not purchased on the 
applicable installment date may be purchased at one time or in such 
installments over the balance of the option period as may be provided in 
the option grant.  Any shares not purchased on the applicable 
installment date may be purchased thereafter at any time prior to the 
final expiration of the option.  To the extent that the right to 
purchase shares has accrued thereunder, options may be exercised from 
time to time by written notice to the Corporate Secretary of the Company 
stating the number of shares with respect to which the option is being 
exercised.  

(d)      The purchase price of shares of Common Stock covered by an 
option and any related taxes to be withheld, if applicable, shall be 
paid in full to the Company upon the exercise of the option either (i) 
in cash or check, or (ii) by delivery at Fair Market Value, of Common 
Stock already owned by the Participant, or any combination of cash and 
Common Stock.  The Fair Market Value of such Common Stock as delivered 
shall be valued as of the day prior to delivery.  A Participant shall 
have none of the rights of a stockholder until the shares of Common 
Stock are issued.  

(e)      The Committee shall determine, with respect to each option, the 
nature and extent of the restrictions, if any, to be imposed on the 
shares of Common Stock which may be purchased thereunder including, but 
not limited to, restrictions on the transferability of such shares 
acquired through the exercise of such options for such periods as the 
Committee may determine and, further, that in the event a Participant's 
employment by the Company, or a Subsidiary, terminates during the period 
in which such shares are nontransferable, the Participant shall be 
required to sell such shares back to the Company at such prices as the 
Committee may specify in the option.
 
(f)      During a Participant's lifetime, the option may be exercisable 
only by the Participant and options shall not be transferable, other 
than by will or the laws of descent and distribution.  In the event of 
death of a Participant, the option may be exercisable only by the 
Participant's legal representative or beneficiaries, as provided in 
Section 7.2(j).  At the discretion of the Committee, however, an option 
agreement may permit the transferability of an option by a Participant 
solely to members of the Participant's immediate family or trusts or 
partnerships for the benefit of such persons.  

(g)      Upon the termination of a Participant's service for any reason 
other than retirement, Permanent Disability or death, any option held by 
such Participant shall be exercisable only to the extent that it was 
then exercisable (unless the Committee shall determine in a particular 
case that specific limitations and restrictions of the option shall not 
apply), and such option shall expire, unless it sooner expires under 
Section 7.2(b) or its terms, three (3) months after termination of 
service, unless extended by special action of the Committee.  Leaves of 
absence for such periods and purposes conforming to the personnel policy 
of the Company, or of its Subsidiaries as applicable, shall not be 
deemed terminations or interruptions of employment.  In case of an ISO, 
a leave of absence of no more than ninety (90) days (or, if longer, 
where a Participant's right to reinstatement by the Company is 
guaranteed by statute or by contract) approved in writing by the Board 
of Directors shall not be deemed a termination of a Participant's 
employment with or contract to provide services to the Company.

(h)      Upon the termination of a Participant's service due to 
retirement, any option held by such Participant shall become exercisable 
in full (unless the Committee shall determine otherwise), and such 
option shall expire, unless it sooner expires under Section 7.2(b) or 
its terms, thirty six (36) months after such Participant's retirement 
from the Company or any Subsidiary (three (3) months if the option is an 
ISO).

(i)      Upon the termination of a Participant's service due to 
Permanent Disability, any option held by such Participant shall become 
exercisable in full (unless the Committee shall determine otherwise), 
and such option shall expire, unless it sooner expires under Section 
7.2(b) or its terms, twelve (12) months after such termination of 
service.

(j)      Upon the death of a Participant, whether during a period of 
service or during the three (3), twelve (12) or thirty six (36) month 
period, as the case may be, referred to in Section 7.2(h) or 7.2(i), any 
option held by such Participant shall become exercisable in full (unless 
the Committee shall determine otherwise), and such option shall expire, 
unless it sooner expires under Section 7.2(b) or its terms, twelve (12) 
months after the date of death (three (3) months if the option is an 
ISO).







Article 8.  Stock Appreciation Rights

8.1      Grant of SARs.  The Committee may grant freestanding SARs, tandem 
SARs or any combination of these forms of SARs to any Participant at any time, 
in such number, and under such terms and conditions as shall be determined by 
the Committee.  The grant price of freestanding SARs may not be less than 100% 
of the Fair Market Value of the shares covered by the SAR on the date the SAR 
is granted.  In the case of a NQSO, tandem SARs may be granted either at the 
time of the grant of such option or at any time thereafter during the term of 
the option. In the case of an ISO, tandem SARs may be granted only at the time 
of the grant of such option.  Tandem SARs shall cover the same shares covered 
by the options (or such lesser number of shares of Common Stock as the 
Committee may determine) and shall, except as provided in Section 8.4 hereof, 
be subject to the same terms and conditions as the related options including 
without limitation Section 5.2 of this Plan, and such further terms and 
conditions not inconsistent with the Plan as shall from time to time be 
determined by the Committee.  SARs may not be repriced without stockholder 
approval.

8.2      Exercise of Freestanding SARs.  Each freestanding SAR shall entitle 
the holder of the SAR to receive from the Company an amount equal to the 
excess of the Fair Market Value of one share of Common Stock on the date the 
right is exercised over the grant price per share times the number of shares 
covered by the SAR.  Payment shall be made either in cash or in shares of 
Common Stock valued at Fair Market Value as of the date the right is exercised 
rounded up to next full share.  Freestanding SARs may be exercised from time 
to time upon actual receipt by the Company of written notice stating the 
number of shares of Common Stock with respect to which the SAR is being 
exercised.  Such exercise shall be subject to the terms and conditions as 
established for such SAR by the Committee.

8.3      Exercise of Tandem SARs.  Each tandem SAR shall entitle the holder to 
receive from the Company an amount equal to the excess of the Fair Market 
Value of one share of Common Stock on the date the right is exercised over the 
Option Price per share times the number of shares covered by the option, or 
portion thereof, which is surrendered.  The option which is surrendered must 
be exercisable at the time of such surrender.  Payment shall be made either in 
cash or in shares of Common Stock valued at Fair Market Value as of the date 
the right is exercised rounded up to next full share.  Tandem SARs may be 
exercised from time to time upon actual receipt by the Company of written 
notice stating the number of shares of Common Stock with respect to which the 
SAR is being exercised and the surrender of the related option.  

8.4      Terms of the SAR.

(a)      The right of a Participant to exercise a tandem SAR shall be 
canceled if and to the extent the related option is exercised.  To the 
extent that a SAR is exercised, the related option shall be deemed to 
have been surrendered, unexercised.  

(b)      A holder of SARs shall have none of the rights of a stockholder 
until shares of Common Stock are issued, if any, pursuant to the 
exercise of such rights.

(c)      SARs may not be sold, transferred, pledged, assigned, levied 
upon, or otherwise alienated or hypothecated, other than by will or by 
application of the laws of descent and distribution.   A Participant's 
rights under the Plan shall be exercisable during the Participant's 
lifetime only by the Participant or upon the Participant's death by the 
Participant's beneficiary.  At the discretion of the Committee, however, 
a SAR Agreement may permit the transferability of a SAR by a Participant 
solely to members of the Participant's immediate family or trusts or 
partnerships for the benefit of such persons.
  

Article 9.  Restricted Stock Grants
 
9.1      Grant of Restricted Stock.  The Committee may make grants of 
Restricted Stock in such number and at such times as the Committee shall 
determine.  The Committee may make Restricted Stock grants to any Participant. 
 The Restricted Stock grants shall take place when the Committee by 
resolution, written consent or other appropriate action, establishes a 
Restricted Stock grant date, the Participants who will receive such grants, 
and the number of granted shares for each Participant.  

9.2      Issuance of Restricted Stock.  Stock certificates representing the 
number of restricted shares granted to each Participant shall be issued as 
soon as practical after the date of grant in the name of the Participant.  
Such Participant will be entitled to all cash dividends paid on the shares and 
will be able to vote such shares during the restricted period when the shares 
are not vested, unless such rights are restricted by the terms and conditions 
of the grant.  The restricted shares will be retained in the safekeeping of 
the Company and the shares will be physically delivered to the Participant 
only upon their vesting and the removal of the transferability restriction.  
Each Participant agrees to be bound by the terms and conditions of the grant 
as determined by the Committee.  Such shares shall bear a legend restricting 
transferability in accordance with the terms of the grant.  After the date of 
grant, any stock splits or stock dividends paid on the shares would be subject 
to the same transferability restrictions as the underlying shares upon which 
they were paid.  Shares subject to restrictions under the Plan may not be 
sold, given, assigned, pledged, levied upon, nor may the shares or any 
interest in the shares be transferred in any fashion.  Any attempt to so 
transfer the shares or any interest shall be void, and shall subject the 
shares to return to the Company.  At the discretion of the Committee, however, 
a Restricted Stock agreement may permit the transferability of Restricted 
Stock by a Participant solely to members of the Participant's immediate family 
or trusts or partnerships for the benefit of such persons. 

9.3      Lapse of Restrictions.  Restrictions on the shares will lapse over a 
period of time or in compliance with the conditions as established by the 
Committee or pursuant to any waiver of conditions by the Committee. The 
Committee shall establish a procedure for the removal of the legend from 
certificates representing shares no longer subject to the restrictions.

9.4      Automatic Lapse of Restrictions.  Restrictions shall automatically 
lapse upon the retirement, death, or Permanent Disability of a Participant.

9.5      Termination.  If a Participant's service with the Company or any of 
its subsidiaries is terminated for any reason (other than retirement, death or 
Permanent Disability), any shares still subject to the restrictions will be 
canceled by the Company unless the Committee expressly waives the cancellation 
provision for such Participant.  If the Participant is a Director, shares 
would be canceled if the Director voluntarily terminates as a Director prior 
to expiration of such Director's elected term of office or if the Director was 
removed from office for cause and by stockholder vote pursuant to the 
Company's Articles of Incorporation.  A leave of absence approved in writing 
by the Committee shall not constitute a termination of service.  Cash paid in 
lieu of fractional shares and cash dividends paid upon shares granted under 
this Plan shall not be subject to any transferability restrictions or 
reversion to the Company.


Article 10.  Performance Awards

10.1     Grant of Performance Awards.  The Committee shall determine the 
number, amount and timing of Performance Awards granted to each Participant.  
The Committee may grant Performance Awards to Participants either alone or in 
conjunction with other awards under the Plan.  Such Performance Awards may 
take the form determined by the Committee, including without limitation, cash, 
Common Stock, performance units and performance shares, or any combination 
thereof.  The Committee may attach one or more restrictions to such 
Performance Awards and all Performance Awards terms will be confirmed in a 
Performance Award Agreement. 

10.2     Performance Goals. 

(a)      The Committee shall establish performance goals which, 
depending on the extent to which they are met, will determine the number 
and/or value of Performance Awards that will be paid out to the 
Participants.  Performance goals are based on the attainment of one or 
more of the following:  specified levels of earnings per share from 
continuing operations, operating income, revenues, return on operating 
assets, return on equity, stockholder return(based upon appreciation in 
stock price) and/or stockholder return (based upon appreciation in stock 
price and dividend growth), achievement of cost control, working capital 
turns, cash flow, net income, economic value added, stock price of the 
Company, or attainment of specified levels of performance under one or 
more of the measures described above relative to the performance of 
other corporations.  The performance goals are intended to qualify under 
Section 162(m)(4)(c) of the Code and shall be set by the Committee 
within the time period prescribed by Section 162(m) of the Code. 

(b)      The Committee shall have the authority at any time to make 
adjustments to the performance goals for any outstanding Performance 
Awards which the Committee deems necessary or desirable.

(c)      Performance periods shall, in all cases, be a minimum of one 
year.

10.3     Value of Performance Units/Shares.

(a)      Each performance unit shall have an initial value that is 
established by the Committee at the date of grant.

(B)      Each performance share shall have an initial value equal to the 
Fair Market Value of the Common Stock on the date of grant.

10.4     Earning and Payment of Performance Awards.  After the applicable 
performance period has ended, the holder of a Performance Award shall be 
entitled to receive the payout earned by such Participant over the performance 
period, to be determined as a function of the extent to which the 
corresponding performance goals have been achieved.  Payment of earned 
Performance Awards shall be made in accordance with the terms and conditions 
prescribed or authorized by the Committee.

10.5     Per Person Limitation on Amount of Award.  The total amount of a 
Performance Award during any measurement period may not exceed 200% of a 
Participant's base salary during that same measurement period.

10.6     Nontransferability.  Performance Awards may not be sold, transferred, 
pledged, assigned, levied upon, or otherwise alienated or hypothecated, other 
than by will or by application of the laws of descent and distribution.   A 
Participant's rights under the Plan shall be exercisable during the 
Participant's lifetime only by the Participant or upon the Participant's death 
by the Participant's beneficiary.  At the discretion of the Committee, 
however, an Award Agreement may permit the transferability of a Performance 
Award by a Participant solely to members of the Participant's immediate family 
or trusts or partnerships for the benefit of such persons.

10.7     Termination.  

(a)      Except to the extent otherwise provided in the applicable 
Performance Award agreement, if any, upon a Participant's termination of 
employment for any reason during the performance period or before any 
applicable performance goals are satisfied, the right to the units 
and/or shares covered by the Performance Award shall be forfeited by the 
Participant.

(b)      In the event that a Participant's employment is terminated 
(other than for cause), or in the event a Participant retires, the 
Committee shall have the 	discretion to waive, in whole or in part, 
any or all remaining payment limitations with respect to any or all of 
such Participant's Performance Awards.


Article 11.  Regulatory Approvals and Listing

11.1     Investment Representation.  The Committee shall have the right to 
require that each Participant or other person who shall exercise an option, 
receive a Restricted Stock grant, exercise a SAR or receive shares pursuant to 
a Performance Award under the Plan, and each person into whose name shares of 
Common Stock shall be issued pursuant to the exercise of an option, Restricted 
Stock grant, SAR or Performance Award represent and agree that any and all 
shares of Common Stock purchased pursuant to this Plan are being purchased for 
investment and not with a view to the distribution or resale thereof and that 
such shares will not be sold except in accordance with such restrictions or 
limitations as may be set forth in the option, Restricted Stock grant, SAR, or 
Performance Award.  This Section 11.1 shall be inoperative during any period 
of time when the Company has obtained all necessary or advisable approvals 
from governmental agencies and has completed all necessary or advisable 
registrations or other qualifications of shares of Common Stock as to which 
options, Restricted Stock grants, SARs, or Performance Awards may from time to 
time be granted as contemplated in Section 11.2 hereof.  

11.2     Registration and Listing.  No shares shall be issued and delivered 
pursuant to this Plan unless and until, in the opinion of counsel for the 
Company, any applicable registration requirements of the Securities Act of 
1933, as amended, any applicable listing requirements of any national 
securities exchange on which stock of the same class is then listed, and any 
other requirements of law or of any regulatory bodies having jurisdiction over 
such issuance and delivery, shall have been fully complied with.  






Article 12.  Term of the Plan

12.1     Term of the Plan.  This Plan shall be void unless it is approved by 
the stockholders of the Company within 12 months after the date the Plan is 
adopted by the Board of Directors.  Subject to such approval, options, 
Restricted Stock grants, SARs and Performance Awards may be granted pursuant 
to the Plan from time to time within the period commencing with and ending ten 
(10) years after the earlier of the adoption of the Plan by the Board of 
Directors or the approval of the Plan by the stockholders.  Options, SARs and 
Performance Awards granted under the Plan may extend beyond that date and the 
terms and conditions of the Plan shall continue to apply to such grants and to 
shares of Common Stock acquired upon exercise of such grants. 


Article 13.  General Provisions

13.1     Per Person Limitation on Number of Shares.  The number of shares of 
Common Stock with respect to which options, Restricted Stock grants, SARs, or 
Performance Awards may be granted under the Plan to an individual Participant 
in any three year period beginning with the adoption of the Plan by the Board 
through the end of the term of the Plan shall not exceed 200,000 shares, 
subject to adjustment as provided in Section 5.2.

13.2     Limitation on Number of Shares of Restricted Stock and Performance 
Shares.  The total number of shares of Common Stock with respect to which 
restricted stock grants may be granted pursuant to Article 9 and performance 
shares may be granted pursuant to Article 10 shall together not exceed 130,000 
shares during the term of the Plan, subject to adjustment as provided in 
Section 5.2. 
 
13.3     No Right to Continued Employment.  Nothing contained in the Plan, or 
in any option, Restricted Stock grant, SAR or Performance Award granted 
pursuant to the Plan, shall confer upon any employee any right with respect to 
continuance of employment by the Company or a Subsidiary, nor interfere in any 
way with the right of the Company or a Subsidiary to terminate the employment 
of such employee at any time with or without cause.  

13.4     Right to Withhold Taxes.  Appropriate provision shall be made for all 
taxes including any tax imposed by Code Section 4999, required to be withheld 
in connection with options, Restricted Stock grants, SARs or Performance 
Awards under the applicable laws or regulations of any governmental authority, 
whether federal, state or local and whether domestic or foreign.  The Company 
may withhold such taxes or may require a Participant to pay such taxes in 
connection with such grant or exercise.    


Article 14.      Amendment, Termination or Discontinuance of the Plan

14.1     Right to Amend.  Subject to Section 14.2, the Committee may from time 
to time make such amendments to the Plan as it may deem proper and in the best 
interest of the Company without further approval of the Board of Directors or 
stockholders of the Company, including, but not limited to, any amendment 
necessary to ensure that the Company may obtain any regulatory approval 
referred to in Section 11 hereof; provided, however, that no change in any 
option, Restricted Stock grant, SAR or Performance Award theretofore granted 
may be made without the consent of the Participant which would impair the 
right of the Participant to acquire or retain Common Stock which he may have 
acquired as a result of the Plan.

14.2     Amendments Requiring Stockholder Approval.  The Committee may not 
amend the Plan without the approval of the stockholders of the Company if such 
amendment relates to (a) an increase in the maximum number of shares of the 
Company subject to the Plan, except as permitted by Section 5.2, (b) an 
extension of the period for the exercise of an option or a SAR beyond the 
limit set forth in Section 7.2(b), (c) an extension to the term of the Plan, 
(d) a reduction in the option price at which options may be granted under the 
Plan, or (e) a change in the class of eligible Participants.  

14.3     Termination of the Plan.  The Board of Directors may at any time 
suspend the operation of or terminate the Plan with respect to any shares of 
the Company's Common Stock not at the time subject to option or grant.  
Termination shall not affect any right to repurchase shares or the 
forfeitability of shares issued under the Plan.

As amended on September 10, 1997