Exhibit A

                       DUTY FREE INTERNATIONAL, INC.

                                 AMENDMENT

                                  to the

              1989 STOCK OPTION PLAN, AS AMENDED AND RESTATED

          Pursuant to Section 7 of the 1989 Stock Option Plan, as
amended and restated (the "Plan"), of Duty Free International, Inc. (the
"Company"), the Board of Directors of the Company hereby amends the Plan
as follows:

          (1)  Section 2 of the Plan is hereby amended by deleting
the words "One Million Six Hundred Thousand (1,600,000) shares (which
amount reflects adjustments through February 11, 1993)" in the first
sentence of the third paragraph thereof and inserting in their stead the
words "Two Million Six Hundred Thousand (2,600,000) shares (which amount
reflects adjustments through May 20, 1994)."

          (2)  Section 2 of the Plan is hereby amended by adding the
following as a new sentence at the end of the third paragraph thereof:
     Other provisions of the Plan notwithstanding, the maximum number
     of shares with respect to which Employee Options may be granted to
     any one person during any fiscal year of the Company shall be
     250,000.


          (3)  Section 5 of the Plan is hereby amended by adding the
following as a new subsection at the end of the existing text:

               5.5. ADDITIONAL POST-TERMINATION EXERCISE PROVISIONS. 
     The provisions of Sections 5.1, 5.2, and 5.3 notwithstanding, the
     Committee may specify as a term of any Employee Option (i) that,
     upon termination of employment of the Optionee for any reason that
     the Committee may specify, death, or disability, such Employee
     Option to the extent not theretofore exercised may be exercised at
     any time within a period of three (3) years (or such lesser period
     as the Committee may specify) after such termination, death, or
     disability (but in no event shall such Option be exercisable after
     its stated expiration date), and (ii) that, during such period
     following termination, death, or disability, such Employee Option
     either shall be exercisable only to the extent it was exercisable
     on the date of termination, death, or disability, shall continue
     to vest and become exercisable in accordance with Section 3.3
     hereof, or shall be fully exercisable as of the date of
     termination, death, or disability, the provisions of Section 3.3
     notwithstanding.  No Option granted under the Plan may be
     exercised by an Optionee who is not then employed by the Company
     or serving as a director except within a period specified in or
     under Sections 5.1, 5.2, 5.3, or 5.5 hereof.


          (4)  Section 10 of the Plan is hereby amended by deleting
the existing first sentence thereof and inserting in its stead the
following:
     The total number of shares of Common Stock which may be purchased
     on exercise of Options granted under the Plan, the total number of
     shares of Common Stock for which Options may be granted under the
     Plan, the maximum number of shares with respect to which Employee
     Options may be granted to any one person during any fiscal year,
     the number of shares to be subject to Non-Employee Director
     Options granted automatically under Section 4 hereof, and other
     rights relating to Options (both as to the number of shares of
     Common Stock and the Option Price) shall be appropriately adjusted
     by the Committee for any increase or decrease in the number of
     outstanding shares of Common Stock resulting from a stock
     dividend, stock split or combination of shares or
     reclassification.


          (5)  Section 14 of the Plan is hereby amended by adding the
following at the end of the existing text:
     The amendments to the Plan adopted as of April 12, 1994 shall be
     submitted to a vote of stockholders of the Company at the 1994
     Annual Meeting of Stockholders of the Company, and shall become
     effective only upon approval thereof by the affirmative votes of
     the holders of a majority of voting securities present in person
     or represented by proxy and entitled to vote at such Meeting, or
     any adjournment thereof.