1
                                                        EXHIBIT 10(p)


                 AMENDMENT NO. 1 TO THE MORNINGSTAR GROUP INC.
               1994 INCENTIVE AND NONSTATUTORY STOCK OPTION PLAN

I.      The first sentence of Section 3 of the Employee Plan shall be deleted
and restated in its entirety as follows:

                "Subject to the adjustments provided in Section 9, the maximum
                aggregate number of shares of common stock, par value $0.01 per
                share, of the Company ("Common Stock") which may be granted for
                all purposes under the Plan shall be 1,440,000 shares."

II.     Subsection 6(i) of the Employee Plan shall be deleted and restated in
its entirety as follows:

                "i. Maximum Number of Options to be Issued to a Key Employee.
        The maximum number of shares of Common Stock with respect to which 
        Options may be granted to any Key Employee or Eligible Non-Employee 
        hereunder is 400,000 (including any Options which are cancelled or 
        expire)."