EXHIBIT 10.1

            THIRD AMENDMENT TO CASTLE DENTAL CENTERS, INC.
                   OMNIBUS STOCK AND INCENTIVE PLAN

                         W I T N E S S E T H:

        WHEREAS, Castle Dental Centers, Inc. (the "Company") presently maintains
the Castle Dental Centers, Inc. Omnibus Stock and Incentive Plan (the "Plan")
which became effective on January 23, 1996; and

        WHEREAS, the Company, pursuant to Section 8.2 of the Plan, has the right
to amend the Plan from time to time subject to certain limitations.

        NOW, THEREFORE, in order to make various revisions desired by the
Company, the Plan is hereby amended in the following manner:

        1. Paragraph 2.1.5 is amended to read as follows:

                "2.1.5 "Committee" means all or certain members of the Committee
        as described in Section 3.1."

        2. Paragraph 3.1 is amended to read as follows:

                "3.1 COMMITTEE. The Plan shall be administered by the Board of
        Directors of the Company (the "Board"). The Board while administering
        the Plan shall hereinafter be referred to as the "Committee"."

        3. Paragraph 4.1 is amended to read as follows:

                "4.1 STOCK RESERVED. Subject to adjustment as provided in
        Section 4.2 hereof, the aggregate number of shares of Stock that may be
        issued under this Plan shall not exceed 750,000. The shares subject to
        this Plan shall consist of authorized but unissued shares of Stock or
        treasury Stock and such number of shares shall be and is hereby reserved
        for issuance for such purpose. Any of such shares which may remain
        unissued and which are not subject to outstanding Awards at the
        termination of this Plan shall cease to be reserved for the purpose of
        this Plan, but until termination of this Plan or the termination of the
        last of the Awards granted under this Plan, whichever last occurs, the
        Company shall at all times reserve a sufficient number of shares to meet
        the requirements of this Plan. To the extent that an Award lapses or the
        rights of the Participant holding such Award terminate or the Award is
        paid in cash, any shares of Stock subject to such Award may again be
        made subject to another Award under this Plan."

        4. Paragraph 6.3.2 is deleted.

        5. Paragraph 6.3.3 is redesignated as Paragraph 6.3.2.

        6. Paragraph 6.3.4 is redesignated as Paragraph 6.3.3.

        7. Paragraph 6.3.5 is deleted.

        8. Paragraph 6.3.6 is deleted.

        9. Paragraph 6.3.7 is redesignated as Paragraph 6.3.4.

        10. Paragraph 10.2 is amended to read as follows:

                "10.2 STOCK WITHHOLDING ELECTIONS. Subject to the consent of the
        Committee, due to (i) the exercise of a Nonqualified Option or (ii) the
        lapse of restrictions on Restricted Stock, a Participant may make an
        irrevocable election to (a) have shares of Stock otherwise issuable
        under (i) withheld, or (b) tender back to the Company shares of Stock
        received pursuant to (i) or (ii), or (c) deliver back to the Company
        pursuant to (i) or (ii) previously-acquired shares of Stock of the
        Company having a Fair Market Value sufficient to satisfy all or part of
        the Participant's estimated total Federal, state, and local tax
        obligations associated with the transaction, provided that such tax
        withholding or stock delivery right was specifically pre-approved by the
        Committee as a feature of the Nonqualified Option or Restricted Stock or
        is otherwise approved in accordance with Rule 16b-3. Such elections must
        be made by a Participant on or prior to the date the amount of tax to be
        withheld is determined (the "tax date")."

        11. Paragraph 10.3 is deleted.

        12. Paragraph 10.4 is redesignated as Paragraph 10.3 and is amended to
read as follows:

                "10.3 STOCK WITHHOLDING DELIVERY REQUIREMENTS. Pursuant to rules
        adopted by the Committee, when a Participant makes an election under
        Code Section 83(b), and the Participant elects share withholding
        pursuant to Subsection 10.2 above, the full number of shares of Stock
        shall be issued or transferred to the Participant upon the exercise of
        the Nonqualified Option, but the Participant shall be unconditionally
        obligated to tender back or deliver to the Company the proper number of
        shares on the tax date. When the tax date occurs in connection with the
        lapse of restrictions on Restricted Stock and the Participant elects
        share withholding, the Participant shall be unconditionally obligated to
        tender back or deliver to the Company a sufficient number of shares of
        Stock of the Company to satisfy the tax obligations on the tax date."



        IN WITNESS WHEREOF, the Company has executed this Third Amendment to the
Castle Dental Centers, Inc. Omnibus Stock and Incentive Plan to be effective as
of this ___ day of August, 1997.

                              CASTLE DENTAL CENTERS, INC.

Attest:
                              By:    JACK H. CASTLE, JR.
                                     Jack H. Castle, Jr.
                                     Chairman and Chief Executive Officer
JOHN M. SLACK
John M. Slack
Secretary