EXHIBIT 4.2
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                    AMENDMENT TO 1984 STOCK INCENTIVE PLAN
                              FOR PS GROUP, INC.
                   APPROVED BY THE STOCKHOLDERS MAY 21, 1987

"3.  Shares Subject to the Plan.
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     (a) Subject to the provisions of Section 3(c) and Section 9 of the Plan,
     the aggregate number of shares of Common Stock that may be issued or
     transferred or exercised pursuant to Incentive Awards under the Plan will
     not exceed an aggregate of 760,000 Shares, less the number of Shares issued
     after September 17, 1984 upon exercise of options granted under the
     Company's 1977 Stock Option Plan, under the Company's Employee Incentive
     Stock Option Program and under the Company's Incentive Stock Option Plan."