Exhibit 10.10


                                 AMENDMENT TO
                1991 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
                           EFFECTIVE AUGUST 2, 1995

     FURTHER RESOLVED, that the definition of "Date of Entitlement" in the 
Directors' Plan is amended to be and read in its entirety as follows:

           "Date of Entitlement" means the date as of which as director 
becomes entitled to receive an Option under this Plan, as determined in 
paragraph 5 hereof, which date shall be deemed to be the date of the grant of 
such Option.

; and

     FURTHER RESOLVED, that Section 6(d)(iii), as follows, shall be added to 
the Directors' Plan:

          (iii) A Director who is subject to Section 16(b) of the Exchange 
Act may avail himself of the alternative methods of payment set forth in 
Section 6(d)(i) and Section 6(d)(ii) this Plan only if such Director (i) 
makes an irrevocable election to use such payment method at least six months 
prior to the effective date of the transaction or (ii) if such transaction is 
effected during a period beginning on the third business day following the 
date of release for publication of the Company's quarterly or annual summary 
statements of sales and earnings and ending on the twelfth business day 
following such date.