EXHIBIT 4

                        FURON COMPANY

                        Amendment to
     Furon Company 1982 Stock Incentive Plan, as amended
    (Adopted by the Board of Directors on March 22, 1994)

          1.   The second sentence of Section 2.4 of the
Plan is amended to delete the number "1,500,000" and replace
it with the number "1,650,000", thereby increasing the
aggregate amount of Common Stock that may be issued or
transferred pursuant to "Awards" granted under the Plan by
150,000 shares.

          2.   Section 7.7(b) of the Plan is amended in its
entirety to read as set forth below so as to reflect
correctly the intent of the Plan by conforming it to the
applicable provisions of Section 16 of the Securities
Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder.

               "(b) If an amendment would
          materially (i) increase the benefits
          accruing to participants within the
          meaning of Rule 16b-3(a) under the Exchange
          Act or any successor thereto, (ii) increase
          the aggregate number of shares which may
          be issued under this Plan, or (iii)
          modify the requirements of eligibility
          for participation in this Plan, the
          amendment shall be approved by the Board
          or the Committee and by a majority of
          the shareholders."