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                                                                    Exhibit 10.2

                                AMENDMENT NO. 1
                      TO THE NON-EMPLOYEE DIRECTORS' PLAN
                       OF MICHAEL ANTHONY JEWELERS, INC.

         1.  Section 2.4 of the Plan is hereby amended by adding the phrase ",to
the extent practical," after the word "eligibility" in the phrase "whose members
meet the requirements for eligibility to serve" near the end of the sentence.

         2.  Section 4 of the Plan is hereby amended by deleting the first two 
sentences of the paragraph and adding the following three sentences at the 
beginning of the paragraph:

         "The Board may appoint a Committee to administer the Plan, which
         Committee shall consist of not less than two (2) disinterested
         directors, to the extent practical, as defined in Rule 16b- 3. Subject
         to the provisions of the Plan, the Committee or the Board shall have
         full authority, in its discretion, to interpret the Plan, to prescribe,
         amend, and rescind rules and regulations relating to the Plan, and
         generally to interpret and determine any and all matters whatsoever
         relating to the administration of the Plan and the granting of Options
         hereunder. Notwithstanding anything in the Plan to the contrary any and
         all rights conferred upon the Committee shall also be conferred upon
         the Board."

         3.  Section 7.1 of the Plan is hereby amended by deleting the phrase
"held for more than six (6) months," from the second sentence of the paragraph.

         4.  Section 9 of the Plan is hereby amended by deleting the existing 
paragraph in its entirety and replacing it with the following:

             "TRANSFERABILITY OF OPTIONS. An Option granted under the Plan shall
             be freely transferable by the recipient, as long as the recipient
             shall notify the Company prior to the transfer of such Option."

         5.  Section 15 of the Plan is hereby amended by deleting the following 
sentence from said paragraph:

             "Notwithstanding the foregoing, the Plan may not be amended more
             than once every six (6) months to change the Plan provisions listed
             in section (c)(2)(ii)(A) of Rule 16b-3, other than to comport with
             changes in the Code, ERISA or Rule 16b-3."

         6.  Capitalized terms not otherwise defined herein shall have the 
meanings ascribed to them in the Plan.

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         7.  This Amendment No. 1 to the Plan shall be effective when approved 
by the Board.  As approved by the Board of Directors of the Company on 
November 8, 1996.