Exhibit 10.1

                                      AMENDMENT NO. 3 TO
                                       DAY RUNNER, INC.
                                    1995 STOCK OPTION PLAN


     Section 3 of the Day Runner,  Inc. 1995 Stock Option Plan is hereby amended
to read in its entirety as follows:

                           "3. Shares Reserved.  The maximum aggregate number of
                  Shares  reserved  for  issuance  pursuant to the Plan shall be
                  1,925,000  Shares  or the  number  of shares of stock to which
                  such Shares shall be adjusted as provided in Section 10 of the
                  Plan. Such number of Shares may be set aside out of authorized
                  but unissued Shares not reserved for any other purpose, or out
                  of issued Shares  acquired for and held in the treasury of the
                  Company from time to time.

                           Shares subject to, but not sold or issued under,  any
                  Option terminating,  expiring or canceled for any reason prior
                  to its  exercise in full,  shall again  become  available  for
                  Options  thereafter granted under the Plan, and the same shall
                  not be deemed an increase in the number of Shares reserved for
                  issuance  under the Plan.  Any Shares  which may be  tendered,
                  actually or by attestation,  by an Optionee as full or partial
                  payment in  connection  with the  exercise of any Option under
                  the Plan  shall  again be  available  for  Options  thereafter
                  granted during the remainder of the term of the Plan."



Dated:  September 15, 1998