EXHIBIT 4.1

                       Amendment to the Stock Option Plan

 1)      The  definition  of Common Share  Maximum as defined in Section 4(a) of
         the Stock Option Plan has been amended such that the maximum  number of
         shares of the  Company's  Common  Stock which shall be  available to be
         issued under the plan shall be increased from  5,745,587  Common Shares
         to 7,345,587 Common Shares.

2)       Section 6 of the Stock Option Plan was amended to read as follows:

         The exercise price (the "Exercise  Price") of any Stock Option shall be
         fixed by the Committee  when such Stock Option is granted and shall not
         be less than the Current Market Value.  For this purpose,  the "Current
         Market Value" shall mean the simple average  closing  trading price per
         Common Share on the New York Stock  Exchange  (and if the Common Shares
         are not listed on the New York Stock  Exchange,  on such stock exchange
         on which the Common  Shares are traded) for the ten (10)  trading  days
         preceding  the date of the  grant,  or if such  Common  Shares  are not
         listed on any stock exchange at a price determined by the Committee. If
         no trades are reported in any one of the ten trading days, the "Current
         Market Value" shall be  determined by reference to the closing  trading
         price on the last  trading  day  preceding  the ten  (10)  trading  day
         period.















                                    EX 4.1-1