EXHIBIT 10.10
                                                                                

                           FMC 1995 STOCK OPTION PLAN
                                  (AS AMENDED)


1. PURPOSE OF THE PLAN

The purpose of the FMC 1995 Stock Option Plan is to promote the long-term
performance of FMC by (i) providing long-term incentives in common stock of FMC
to key management employees of FMC and its subsidiaries, (ii) assisting in
attracting and retaining as employees persons whose abilities, experience and
judgment have contributed and will continue to contribute to the financial
success and progress of FMC, and (iii) aligning the identity of interests of
those employees and FMC's shareholders.


2. DEFINITIONS

(a) "Award" means an Option.

(b) "Board of Directors" means the Board of Directors of FMC as it may be
constituted from time to time.

(c) "Code" means the Internal Revenue Code of 1986, as amended.

(d) "Committee" means the Compensation and Organization Committee of the Board
of Directors.

(e) "Common Stock" means the common stock of FMC.

(f) "Date of Grant" means the date which is designated by the Committee as the
date of grant of an Option.

(g) "Disability" means complete and permanent inability by reason of illness or
accident to perform the duties of the occupation at which a Participant was
employed when such disability commenced.

(h) "Disinterested Person" means any member of the Board of Directors who, at
the time discretion under the Plan is exercised, has not at any time within one
year prior thereto received grants or awards of equity securities under the Plan
or any other plan of FMC or any of its affiliates (as that term is used in the
Exchange Act) except as provided in Rule 16b-3(c)(2)(i), and is not selected as
a person to whom equity securities may be allocated or granted pursuant to 

 
any other plan of FMC or any of its affiliates (as that term is used in the
Exchange Act) entitling the participants therein to acquire equity securities of
FMC or of any such affiliates except as provided in Rule 16b-3(c)(2)(i).

(i) "Employee" means any person employed by the FMC Companies.

(j) "Exchange Act" means the Securities Exchange Act of 1934, as amended.

(k) "Fair Market Value" means the closing price of a share of Common Stock on a
specified date as reported in the New York Stock Exchange Composite Transactions
for such date, or such other measurement of value as may be specified by the
Committee from time to time.

(l) "FMC" means FMC Corporation.

(m) "FMC Company" or "FMC Companies" means FMC and its Subsidiaries.

(n) "Incentive Stock Option" means a stock option granted by the Committee to a
Participant which is an incentive stock option within the meaning of Section 422
of the Code and is designated by the Committee as an Incentive Stock Option.

(o) "Nonqualified Stock Option" means a stock option granted by the Committee to
a Participant which is not designated by the Committee as an Incentive Stock
Option.

(p) "Option" means an Incentive Stock Option or a Nonqualified Stock Option.

(q) "Parent Corporation" means a corporation which, with respect to another
corporation, is a parent corporation within the meaning of Section 424(e) of the
Code.

(r) "Participant" means an Employee who has received an Award which has not been
exercised, cancelled or forfeited and which has not expired.

(s) "Plan" means the FMC 1995 Stock Option Plan.

(t) "Plan Year" means each calendar year commencing on or after January 1, 1995.

(u) "Subsidiary Company" means (i) any corporation the majority of the voting
power of all classes of stock entitled to vote or the majority of the total
value of shares of all classes of stock of which is owned, directly or
indirectly, by FMC, or (ii) any trade or business other than a corporation the
majority of the profits interest, 

 
capital interest or actuarial interest of which is owned, directly or
indirectly, by FMC.

(v) "Subsidiary Corporation" means a corporation or other entity which, with
respect to another corporation, is a subsidiary corporation within the meaning
of Section 424(f) of the Code.

(w) "10 Percent Shareholder" means an individual who on the Date of Grant owns
directly or indirectly stock of the FMC Company employing such individual, or of
a corporation which is a Parent Corporation or Subsidiary Corporation with
respect to such FMC Company, possessing more than 10 percent of the total
combined voting power of all classes of stock of such FMC Company, Parent
Corporation, or Subsidiary Corporation.


3. ADMINISTRATION OF THE PLAN

The Plan shall be administered by the Committee, the composition of which shall
consist of not less than two members of the Board of Directors who are
Disinterested Persons, and otherwise satisfy the provisions of Rule 16b-3 of the
General Rules and Regulations under the Exchange Act or any successor to such
rule. Except as limited by the express provisions of the Plan or by resolutions
adopted by the Board of Directors, the Committee shall have the authority and
discretion to interpret the Plan, to establish and revise rules and regulations
relating to the Plan, and to make any other determinations that it believes
necessary or advisable for the administration of the Plan. Decisions and
determinations by the Committee shall be final and binding on all persons.
Notwithstanding anything to the contrary contained in the Plan, the Board of
Directors shall also have all power and authority to perform any act granted to
the Committee pursuant to the Plan.


4. PARTICIPATION

Participants shall be determined by the Committee, in its sole discretion, from
Employees who, in the Committee's judgment, have a significant opportunity to
influence the growth of FMC or whose outstanding performance or potential merit
further incentive and reward for continued employment and accomplishment.

 
5. SHARES OF COMMON STOCK SUBJECT TO THE PLAN

Subject to adjustment pursuant to Section 7, at no time may (i) the sum of (a)
the number of shares of Common Stock issued upon exercise of Options, and (b)
the number of shares of Common Stock subject to outstanding Options, together
with all shares issued or subject to outstanding awards under the FMC 1995
Management Incentive Plan exceed 3.0 million or (ii) the number of shares of
Common Stock for which Options may be granted during a Plan Year exceed 100,000
for any Participant. In the event that any outstanding Option for any reason
expires, terminates, is cancelled or forfeited, without having been exercised,
the shares of Common Stock allocable to the expired, terminated, cancelled or
forfeited portion of such Option shall (unless the Plan shall have been
terminated) become available for subsequent grants of Options.


6. OPTIONS

(a) Grant of Options. The Committee may, in its sole discretion, at any time and
from time to time grant Options to any Participant. Each Option shall be
evidenced by a written instrument containing such terms and conditions, not
inconsistent with the Plan, as the Committee shall approve.

(b) Nonqualified Stock Options

   (i) Exercise Price. The purchase price per share of Common Stock under each
   Nonqualified Stock Option shall be as specified by the Committee in the
   Option, provided that such purchase price shall be not less than 100 percent
   of the Fair Market Value on the Date of Grant.

   (ii) Exercisability. Each Nonqualified Stock Option shall become fully
   exercisable by the grantee at the time designated by the Committee in the
   Option.

   (iii) Term. The term of each Nonqualified Stock Option shall be as specified
   by the Committee in the Option. In the event no term is so specified, the
   term for the Nonqualified Stock Option shall be 15 years from the Date of
   Grant. The Committee may, from time to time, extend the Option Expiration
   Date of any Nonqualified Stock Option upon such terms and conditions as the
   Committee shall determine.

   (iv) No Ordering. Nonqualified Stock Options may be exercised in any order,
   regardless of the Date of Grant or the existence of any outstanding Option.

 
(c) Incentive Stock Options

   (i) Date of Grant. In no event shall any Incentive Stock Option be granted
   after ten years from the date the Plan is adopted or the date the Plan is
   approved by the stockholders of FMC pursuant to Section 16, whichever is
   earlier.

   (ii) Exercise Price. The purchase price per share of Common Stock under each
   Incentive Stock Option shall be not less than 100 percent of the Fair Market
   Value on the Date of Grant.

   Notwithstanding the foregoing, in the case of a Ten Percent Shareholder, the
   purchase price per share of Common Stock under each such Incentive Stock
   Option shall be not less than 110 percent of the Fair Market Value on the
   Date of Grant.

   (iii) Exercisability. Each Incentive Stock Option shall become fully
   exercisable by the grantee at the time designated by the Committee in the
   Option.

   (iv) Term. At or prior to the time an Incentive Stock Option is granted, the
   Committee shall fix the term of such Option, which shall be not more than ten
   years from the Date of Grant, and such term shall be stated in the Option. In
   the event the Committee takes no action to fix the term, such Option shall
   contain a provision that it shall expire 10 years from the Date of Grant.

   Notwithstanding the foregoing, the terms of an Option granted to a 10 Percent
   Shareholder shall not be more than five years from the Date of Grant.

   (v) Maximum Amount. The aggregate Fair Market Value (determined as of the
   date the Incentive Stock Option is granted) of the shares of Common Stock
   with respect to which the Incentive Stock Options granted under the Plan and
   all other FMC plans become exercisable for the first time by a Participant
   during any calendar year shall not exceed $100,000. Options granted in excess
   of such limitation shall be Nonqualified Options.

   (vi) Notice of Disposition. A Participant or former Participant shall give
   prompt notice to FMC of any disposition of shares acquired upon exercise of
   an Incentive Stock Option if such disposition occurs within either two years
   after the Date of Grant or one year after the receipt of such shares by the
   Participant or former Participant.

(d) Payment for Stock. Payment for Common Stock purchased upon the exercise (in
whole or in part) of an Option shall

 
be made in cash, in shares of Common Stock (valued at the then Fair Market
Value), or by a combination of cash and Common Stock. The proceeds received by
FMC from the sale or sales pursuant to the Plan will be used for general
corporate purposes.

(e) Termination of Employment.

   (i) Nonqualified Stock Options. If a Participant's employment is terminated
   for any reason whatsoever (including death), any Nonqualified Stock Option
   granted pursuant to the Plan outstanding at the time and all rights
   thereunder may, unless earlier terminated in accordance with its terms, be
   exercised by the Participant or other person who acquired the right to
   exercise such Option, until the following date:

      (A) The Option Expiration Date if termination is due to death, Disability
      or retirement under the terms of any formal retirement plan of any FMC
      Company;

      (B) three months after the date employment is terminated for any reason
      other than death, Disability, retirement or good cause as provided in
      Section 10(e); or

      (C) immediately upon the date employment is terminated for good cause as
      provided in Section 14(e).

   (ii) Incentive Stock Options. If a Participant's employment terminates for
   any reason (including death) such that the Participant is not employed by FMC
   or by any corporation which is a Parent Corporation or Subsidiary Corporation
   with respect to FMC, any Incentive Stock Option outstanding at the time and
   all rights thereunder may, unless earlier terminated in accordance with its
   terms, be exercised by the Participant or other person who acquired the right
   to exercise such option until the following date:

      (A) the Option Exercise Date if termination is due to death;

      (B) one year after the date employment terminates if such termination is
      by reason of permanent and total disability;

      (C) three months after the date employment terminates for any reason other
      than death or permanent and total disability or good cause as provided in
      Section 14(e), provided that if employment terminates due to retirement at
      the normal retirement date or to early retirement at the request of FMC,
      the Option shall terminate at the Option Expiration Date subject to its

 
      becoming a Nonqualified Stock Option if not exercised within three months
      of such termination of employment;

      (D) immediately upon the date employment is terminated for good cause as
      provided in Section 14(e),

   but in all events each Incentive Stock Option shall terminate not more than
   10 years (five years in the case of an Incentive Stock Option granted to a 10
   Percent Shareholder) from the Date of Grant. For purposes of this section,
   "permanent and total disability" means the inability to engage in any
   substantial gainful activity by reason of any medically determinable physical
   or mental impairment which can be expected to result in death or which has
   lasted or can be expected to last for a continuous period of not less than 12
   months.

   (iii) Whole or Partial Exercise. If an Option may be exercised by a
   Participant after his employment terminates, such Option may be exercised in
   whole or in part.

   (iv) Beneficiaries. In the event of the death of a Participant, the person or
   persons to whom any Option shall have been transferred by will or the laws of
   descent and distribution shall have the right (during the appropriate period
   determined under this section) to exercise such Option in whole or in part.

   (v) Committee Discretion. Notwithstanding the foregoing, the Committee may,
   if it believes circumstances warrant such action, authorize the exercise of
   an Option that would otherwise have terminated provided that the Committee
   may not exercise such discretion if it would cause the disallowance of FMC's
   tax deduction under Section 162(m) of the Code with respect to the Plan or an
   Award.


7. DILUTION AND OTHER ADJUSTMENTS

In the event of any change in the outstanding shares of Common Stock by reason
of any stock dividend or split, recapitalization, merger, consolidation,
spinoff, reorganization, combination or exchange of shares or other similar
corporate change, the Committee shall make such adjustments, if any, as it in
its sole discretion deems equitable in the number of shares of Common Stock
subject to an Option held by any Participant and the exercise price thereof,
such adjustments to be conclusive and binding upon all parties concerned.

 
8. CHANGE OF CONTROL

If, while any Options remain outstanding under the Plan_

   (a) the "beneficial ownership" (as defined in Rule 13d-3 under the Exchange
   Act) of securities representing more than 20 percent of the combined voting
   power of FMC is acquired by a "person" as defined in Sections 13(d) and 14(d)
   of the Exchange Act (other than FMC, any trustee or other fiduciary holding
   securities under an employee benefit plan of FMC or an affiliate thereof, or
   any corporation owned, directly or indirectly, by the stockholders of FMC in
   substantially the same proportions as their ownership of stock of FMC), or

   (b) the stockholders of FMC approve a definitive agreement to merge or
   consolidate FMC with or into another company (other than a merger or
   consolidation which would result in the voting securities of FMC outstanding
   immediately prior thereto continuing to represent (either by remaining
   outstanding or by being converted into voting securities of the surviving
   entity) more than 80 percent of the combined voting power of the voting
   securities of FMC or such surviving entity outstanding immediately after such
   merger or consolidation), or to sell or otherwise dispose of all or
   substantially all of its assets, or adopt a plan of liquidation, or

   (c) during any period of two consecutive years, individuals who at the
   beginning of such period constitute the Board of Directors any new director
   (other than a director designated by a person who has entered into an
   agreement with FMC to effect a transaction described in paragraph (a) or (b)
   of this section) whose election by the Board of Directors or nomination for
   election by FMC's stockholders was approved by a vote of at least two-thirds
   of the directors then still in office who either were directors at the
   beginning of the period or whose election or nomination for election was
   previously so approved, cease for any reason to constitute a majority
   thereof,

then from and after the date on which public announcement of the acquisition of
such percentage shall have been made, or the date of any such stockholder
approval or adoption, or the date on which the change in the composition of the
Board of Directors set forth above shall have occurred, whichever is applicable,
all Options shall become exercisable on the date of such event.

 
9. CANCELLATION OF AWARDS

The Committee may cancel all or any part of an Option with the written consent
of the Participant holding such Option. In the event of any cancellation, all
rights of the former Participant in respect of such cancelled Option shall
terminate.


10. MISCELLANEOUS PROVISIONS

(a) Assignment and Transfer. Options shall not be transferable other than by
will or the laws of descent and distribution and may be exercised or otherwise
realized, during the lifetime of the grantee, only by the grantee or by his or
her guardian or legal representative.

(b) No Right to Options or Employment. No Employee or other person shall have
any claim or right to be granted an Option. Neither the Plan nor any action
taken hereunder shall be construed as giving any Employee or Participant any
right to be retained in the employ of any FMC Company.

(c) Taxes. The FMC Companies shall have the right to deduct from payment of an
Award any taxes required by law to be withheld from an Employee with respect to
such payment and, in the case of shares of Common Stock issued upon the exercise
of an Option, the Employee or other person receiving such stock shall be
required to pay to the FMC Companies the amount of any taxes required to be
withheld from an Employee with respect to such stock.

(d) Securities Laws. Each Option shall be subject to the condition that such
Option may not be exercised if the Committee determines that the sale of
securities upon exercise of such Option may violate the Securities Act of 1933
or any other law or requirement of any governmental authority. FMC shall not be
deemed by any reason of the granting of any Option to have any obligation to
register the shares subject to such Option under the Securities Act of 1933 or
to maintain in effect any registration of such shares which may be made at any
time under the Securities Act of 1933.

(e) Premature Termination. FMC shall not be obligated to make any payment of
cash or Common Stock (or have any other obligation or liability) under any
Option if the Committee shall determine that (i) the employment of the holder of
such Option with any FMC Company shall have been terminated for good cause, or
(ii) the holder of such Option shall have engaged or may engage in employment or
activities competitive with the FMC Companies or contrary, in the opinion of the
Committee, to the best interests of the FMC 

 
Companies. After any such determination the holder of such Option shall have no
right under any such Option (regardless of whether such holder shall have
delivered a notice of exercise prior to the making of such determination) to
receive any payment or purchase any shares at any time unless such determination
shall be rescinded by the Committee. Any Option may be terminated entirely by
the Committee at the time of or any time subsequent to a determination by the
Committee under this section which has the effect of eliminating FMC's
obligation to pay such Award or sell or deliver shares under such Option.

(f) Severability. Whenever possible, each provision in the Plan and in every
Option shall be interpreted in such manner as to be effective and valid under
applicable law (including, in the case of an Incentive Stock Option,
interpretation in such manner as to not prevent such Option from meeting the
requirements of Section 422 of the Code and of other provisions applicable with
respect to incentive stock options as defined in such Section 422 (collectively,
the "ISO Requirements"), but if any provision of this Plan or any Option shall
be held to be prohibited by or invalid under applicable law, or, where
applicable, to fail to meet any ISO Requirements, then (i) such provision shall
be deemed amended to, and to have contained from the outset such language shall
be necessary to, accomplish the objectives of the provision as originally
written to the fullest extent permitted by law and (ii) all other provisions of
the Plan and every Option shall remain in full force and effect.

(g) No Strict Construction. No rule of strict construction shall be applied
against FMC, the Committee or any other person in the interpretation of any of
the terms of the Plan, any Option or any rule or procedure established by the
Committee.

(h) Stockholder Rights. A Participant shall not have any dividend, voting or
other stockholder rights by reason of an Option prior to the issuance of any
Common Stock pursuant to such Option.

(i) Governing Law. The Plan shall be governed by and construed in accordance
with the laws of the United States of America and, to the extent not
inconsistent therewith, by the laws of the State of Illinois.


11. AMENDMENT AND TERMINATION

(a) Amendment. The Board of Directors may at any time amend, suspend or
terminate the Plan, provided that no such action shall adversely affect any
rights under any Option 

 
theretofore granted or change the objectives or other measure of performance
applicable to an Option in a manner adverse to Participants in accordance with
Section 7. No amendment may, without stockholder approval in accordance with
this Section, increase the total number of shares of Common Stock issuable under
the Plan.

(b) Termination. The right to grant further Options shall terminate
automatically upon the granting of such Options which, together with shares of
Common Stock previously issued and/or subject to outstanding Options, equals the
maximum authorized under the Plan, subject to additional shares of Common Stock
becoming available for Options by reason of forfeitures or cancellations of
earlier Options or Awards under the Plan or the FMC 1995 Management Incentive
Plan.


12. EFFECTIVE DATE OF THE PLAN

The Plan shall become effective as of January 1, 1995, subject to approval by
the affirmative vote of the holders of a majority of the securities of FMC
present, or represented, and entitled to vote at the next annual meeting of the
stockholders of FMC.