ATLANTIC COAST AIRLINES HOLDINGS INC
EXHIBIT 10.246 NON-EXECUTIVE OFFICER STOCK PLAN
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<TYPE>EX-10
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<DESCRIPTION>EXHIBIT 10.246 NON-EXECUTIVE OFFICER STOCK PLAN
<TEXT>

Exhibit 10.246



              NON-EXECUTIVE OFFICER STOCK PLAN
                             OF
           ATLANTIC COAST AIRLINES HOLDINGS, INC.


SECTION 1.     PURPOSE OF PLAN

     The  purpose of this Non-Executive Officer  Stock  Plan
(this  "Plan") of Atlantic Coast Airlines Holdings, Inc.,  a
Delaware  corporation (the "Company"),  is  to  advance  the
interests of the Company by stimulating the efforts of  non-
executive  officer employees and service providers  who  are
selected  to be participants, by heightening the  desire  of
such  persons to continue in working toward and contributing
to  the  success  of  the  Company.  Stock  options  granted
pursuant  to  this Plan are not incentive stock options,  as
defined in Section 422 of the Internal Revenue Code of 1986,
as amended (the "Code").

SECTION 2.     ADMINISTRATION OF PLAN

     2.1    Composition  of  Committee.   Subject   to   the
provisions for directors pursuant to Section 6.8, this  Plan
shall  be administered by the Compensation Committee of  the
Board of Directors (the "Committee"), as appointed from time
to  time  by the Board of Directors.  The Board of Directors
shall fill vacancies on, and from time to time may remove or
add  members  to,  the  Committee. The Committee  shall  act
pursuant  to  a majority vote or unanimous written  consent.
The Board of Directors, in its sole discretion, may exercise
any  authority of the Committee under this Plan in  lieu  of
the   Committee's  exercise  thereof.   Notwithstanding  the
foregoing,  the Committee may appoint one or  more  separate
committees  (any such committee, a "Subcommittee")  composed
of  one  or more directors of the Company (who may but  need
not  be  members of the Committee) and may delegate  to  any
such  Subcommittee(s)  the authority  to  grant  Awards,  as
defined  in  Section 5.1 hereof, under the Plan to  Eligible
Persons,  to determine all terms of such Awards,  and/or  to
administer the Plan or any aspect of it.  Any action by  any
such  Subcommittee within the scope of such delegation shall
be  deemed  for  all  purposes to have  been  taken  by  the
Committee. The Committee may designate the Secretary of  the
Company  or other Company employees to assist the  Committee
in  the  administration of the Plan, and may grant authority
to  such  persons  to execute agreements or other  documents
evidencing  Awards made under this Plan or  other  documents
entered  into under this Plan on behalf of the Committee  or
the Company.

     2.2   Powers of the Committee.  Subject to the  express
provisions  of this Plan, the Committee shall be  authorized
and  empowered  to do all things necessary or desirable,  in
its  sole  discretion, in connection with the administration
of this Plan, including, without limitation, the following:

          (a)   to  prescribe, amend and rescind  rules  and
     regulations  relating to this Plan and to define  terms
     not otherwise defined herein; provided that, unless the
     Committee shall specify otherwise, for purposes of this
     Plan (i) the term "fair market value" shall mean, as of
     any date, the closing price for a Share (as defined  in
     Section 3.1) reported for the last trading day prior to
     such  date  by the Nasdaq Stock Market (or  such  other
     stock exchange or quotation system on which Shares  are
     then  listed or quoted) or, if no Shares are traded  on
     the  Nasdaq Stock Market (or such other stock  exchange
     or  quotation system) on the date in question, then for
     the  next preceding date for which Shares traded on the
     Nasdaq  Stock Market (or such other stock  exchange  or
     quotation  system); and (ii) the term  "Company"  shall
     mean  the  Company and its subsidiaries and affiliates,
     unless the context otherwise requires;

          (b)   to  determine  which  persons  are  Eligible
     Persons  (as  defined in Section 4), to which  of  such
     Eligible  Persons,  if  any, Awards  shall  be  granted
     hereunder  and  the timing of any such Awards,  and  to
     grant Awards;

          (c)   to  grant  Awards  to Eligible  Persons  and
     determine  the terms and conditions thereof,  including
     the number of Shares subject to Awards and the exercise
     or  purchase price of such Shares and the circumstances
     under which Awards become exercisable or vested or  are
     forfeited  or expire, which terms may but need  not  be
     conditioned   upon  the  passage  of  time,   continued
     employment,  the satisfaction of performance  criteria,
     the  occurrence  of  certain events  (including  events
     which the Board or the Committee determine constitute a
     change of control), or other factors;

          (d)    to   establish,  verify   the   extent   of
     satisfaction   of,   adjust,  reduce   or   waive   any
     performance goals or other conditions applicable to the
     grant, issuance, exercisability, vesting and/or ability
     to retain any Award;

          (e)   to  prescribe  and amend the  terms  of  the
     agreements  or other documents evidencing  Awards  made
     under this Plan (which need not be identical);

          (f)   to  determine  whether, and  the  extent  to
     which, adjustments are required pursuant to Section 10;

          (g)   to  interpret and construe  this  Plan,  any
     rules and regulations under this Plan and the terms and
     conditions of any Award granted hereunder, and to  make
     exceptions to any such provisions in good faith and for
     the benefit of the Company; and

          (h)  to make all other determinations deemed
     necessary or advisable for the administration of this
     Plan.

     2.3   Determinations of the Committee.  All  decisions,
determinations   and  interpretations   by   the   Committee
regarding  this  Plan  shall be final  and  binding  on  all
Eligible  Persons  and Participants.   The  Committee  shall
consider  such factors as it deems relevant to  making  such
decisions,  determinations  and  interpretations  including,
without  limitation, the recommendations or  advice  of  any
director,  officer  or  employee of  the  Company  and  such
attorneys, consultants and accountants as it may select.

SECTION 3.     STOCK SUBJECT TO PLAN

     3.1   Aggregate Limits.  The aggregate number of shares
of the Company's Common Stock ("Shares"), issued pursuant to
all   Awards  granted  under  this  Plan  shall  not  exceed
2,000,000.   The  aggregate number of Shares  available  for
issuance under this Plan and the number of Shares subject to
outstanding  Options  or other Awards shall  be  subject  to
adjustment  as  provided in Section 10.  The  Shares  issued
pursuant  to  this  Plan  may be  Shares  that  either  were
reacquired by the Company, including Shares purchased in the
open market, or authorized but unissued Shares.

     3.2   Issuance of Shares.  For purposes of Section 3.1,
the aggregate number of Shares issued under this Plan at any
time  shall equal only the number of Shares actually  issued
upon  exercise  or  settlement of an  Award  and  shall  not
include  Shares  subject to Awards that have been  canceled,
expired  or forfeited or Shares subject to Awards that  have
been   delivered  (either  actually  or  constructively   by
attestation)  to or retained by the Company  in  payment  or
satisfaction  of the purchase price, exercise price  or  tax
withholding obligation of an Award.

SECTION 4.     PERSONS ELIGIBLE UNDER PLAN

     Any  person who is an employee or prospective  employee
of the Company or any of its affiliates shall be eligible to
be   considered  for  the  grant  of  Awards  hereunder  (an
"Eligible  Person") unless such person  is  an  "officer  or
director"  as  defined under Rule 4460 of the  Nasdaq  Stock
Market's  National Market rules.  Unless provided  otherwise
by   the  Committee,  the  term  "employee"  shall  mean  an
"employee," as such term is defined in General Instruction A
to  Form  S-8 under the Securities Act of 1933, as  amended.
To   the  extent  authorized  by  the  Committee,  the  term
"employee"  may  also  include a  consultant  who  has  been
retained to provide consulting or advisory services  to  the
Company  or any of its affiliates and who does not meet  the
definition  of  "employee" under  Form  S-8,  provided  that
either  an  exemption from registration under the Securities
Act  is  determined  by  the Company to  be  available  with
respect to the Award granted to any such consultant  or  the
Company elects to file a registration statement with respect
to   the   Award   granted  to  any  such   consultant.    A
"Participant"  is any current or former Eligible  Person  to
whom  an  Award has been made and any person (including  any
estate)  to  whom an Award has been assigned or  transferred
pursuant to Section 9.1.

SECTION 5.     PLAN AWARDS

     5.1   Award  Types.  The Committee, on  behalf  of  the
Company, is authorized under this Plan to enter into certain
types  of  arrangements with Eligible Persons and to  confer
certain  benefits  on them.  The following  arrangements  or
benefits  are authorized under this Plan if their terms  and
conditions are not inconsistent with the provisions of  this
Plan: Options, Incentive Bonuses and Incentive Stock.   Such
arrangements and benefits are sometimes referred  to  herein
as  "Awards."   The  authorized types  of  arrangements  and
benefits  for  which Awards may be granted  are  defined  as
follows:

          (a)   Options:  An Option is a right granted under
     Section  6  to  purchase a number  of  Shares  at  such
     exercise price, at such times, and on such other  terms
     and  conditions  as are specified in the  agreement  or
     terms  and conditions or other document evidencing  the
     Award  (the "Option Document ").  Stock options granted
     pursuant  to this Plan are not incentive stock options,
     as defined in Section 422 of the Code.

          (b)  Incentive Stock:  Incentive Stock is an award
     or  issuance of Shares made under Section 8, the grant,
     issuance, retention, vesting and/or transferability  of
     which  is subject during specified periods of  time  to
     such  conditions  (including  continued  employment  or
     performance  conditions) and terms as are expressed  in
     the  agreement or other document evidencing  the  Award
     (the "Incentive Stock Document").

          (c)   Incentive Bonus:  An Incentive  Bonus  is  a
     bonus  opportunity awarded under Section 7 pursuant  to
     which  a Participant may become entitled to receive  an
     amount   based  on  satisfaction  of  such  performance
     criteria  as  are specified in the agreement  or  other
     document  evidencing  the Award (the  "Incentive  Bonus
     Document").

     5.2   Grants  of Awards.  An Award may consist  of  one
such arrangement or benefit or two or more of them in tandem
or in the alternative.

SECTION 6.     OPTIONS

     The  Committee may grant an Option or provide  for  the
grant  of  an  Option,  either from  time  to  time  in  the
discretion  of  the  Committee  or  automatically  upon  the
occurrence   of   specified   events,   including,   without
limitation,  the  achievement  of  performance  goals,   the
satisfaction of an event or condition within the control  of
the recipient of the Award or within the control of others.

     6.1   Option  Document.   Each  Option  Document  shall
contain  provisions regarding (a) the number of Shares  that
may  be issued upon exercise of the Option, (b) the purchase
price of the Shares and the means of payment for the Shares,
(c) the term of the Option, (d) such terms and conditions on
the  vesting and/or exercisability of an Option  as  may  be
determined   from   time   to   time   by   the   Committee,
(e)   restrictions  on  the  transfer  of  the  Option   and
forfeiture  provisions  and  (f)  such  further  terms   and
conditions, in each case not inconsistent with this Plan  as
may be determined from time to time by the Committee.

     6.2  Option Price.  The purchase price per share of the
Shares subject to each Option granted under this Plan  shall
equal or exceed 100% of the fair market value of a Share  on
the date the Option is granted.

     6.3   Option  Term.  The "Term" of each Option  granted
under  this  Plan  shall be 10 years from the  date  of  its
grant, unless the Committee provides for a lesser term.

     6.4   Option Vesting. Options granted under  this  Plan
shall  be  exercisable at such time and in such installments
during  the  period prior to the expiration of the  Option's
Term  as  determined by the Committee. The  Committee  shall
have the right to make the timing of the ability to exercise
any  Option  granted  under this Plan subject  to  continued
employment,  the  passage  of time and/or  such  performance
requirements as deemed appropriate by the Committee.  At any
time  after the grant of an Option the Committee may  reduce
or  eliminate any restrictions surrounding any Participant's
right to exercise all or part of the Option.

     6.5   Termination of Employment or Service. Subject  to
Section  11, upon a termination of employment by an Eligible
Person  prior  to  the  full  exercise  of  an  Option,  the
unexercised portion of the Option shall be subject  to  such
procedures as the Committee may establish.

     6.6  Payment of Exercise Price.  The exercise price  of
an  Option shall be paid in the form of one of more  of  the
following,  as  the Committee shall specify, either  through
the  terms of the Option Document or at the time of exercise
of  an  Option:  (a) cash or certified or  cashiers'  check,
(b)  shares of capital stock of the Company that  have  been
held  by  the  Participant for such period of  time  as  the
Committee  may specify, (c) other property deemed acceptable
by the Committee, (d) a reduction in the number of Shares or
other  property otherwise issuable pursuant to such  Option,
(e)  payment under an arrangement with a broker selected  or
approved by the Company where payment is made pursuant to an
irrevocable  commitment  by the broker  to  deliver  to  the
Company  proceeds from the sale of the Shares issuable  upon
exercise  of  the  Option, or (f)  any  combination  of  (a)
through (d).

SECTION 7.     INCENTIVE BONUSES

     Each  Incentive  Bonus  Award  will  confer  upon   the
Employee  the opportunity to earn a future payment  tied  to
the  level  of  achievement with  respect  to  one  or  more
performance criteria established for a performance period of
not less than one year.

     7.1   Incentive  Bonus Document. Each  Incentive  Bonus
Document  shall contain provisions regarding (a) the  target
and  maximum  amount  payable  to  the  Participant  as   an
Incentive Bonus, (b) the performance criteria and  level  of
achievement  versus these criteria that shall determine  the
amount  of  such  payment, (c) the term of  the  performance
period  as  to  which  performance  shall  be  measured  for
determining the amount of any payment, which term shall  not
be  less than one year, (d) the timing of any payment earned
by virtue of performance, (e) restrictions on the alienation
or  transfer of the Incentive Bonus prior to actual payment,
(f)  forfeiture  provisions and (g) such further  terms  and
conditions, in each case not inconsistent with this Plan  as
may  be determined from time to time by the Committee.   The
maximum  amount  payable  as an Incentive  Bonus  may  be  a
multiple of the target amount payable.

     7.2    Performance   Criteria.   The  Committee   shall
establish  the performance criteria and level of achievement
versus  these criteria that shall determine the  target  and
maximum amount payable under an Incentive Bonus Award, which
criteria  may  be  based  on  financial  performance  and/or
personal  performance  evaluations.   The  Committee   shall
certify  the  extent to which any performance  criteria  has
been  satisfied, and the amount payable as a result thereof,
prior to payment of any Incentive Bonus.

     7.3   Timing  and Form of Payment. The Committee  shall
determine the timing of payment of any Incentive Bonus.  The
Committee  may  provide for or, subject to  such  terms  and
conditions  as  the  Committee may  specify,  may  permit  a
Participant to elect for the payment of any Incentive  Bonus
to  be  deferred to a specified date or event.  An Incentive
Bonus may be payable in Shares or in cash or other property.
Any  Incentive Bonus that is paid in cash or other  property
shall  not  affect the number of Shares otherwise  available
for issuance under this Plan.

     7.4     Discretionary   Adjustments.    Notwithstanding
satisfaction of any performance goals, the amount paid under
an  Incentive  Bonus  Award on account of  either  financial
performance  or  personal  performance  evaluations  may  be
reduced  by  the  Committee on the  basis  of  such  further
considerations as the Committee shall determine.

SECTION 8.     INCENTIVE STOCK

     Incentive  Stock is an award or issuance of Shares  the
grant,  issuance, retention, vesting and/or  transferability
of which is subject during specified periods of time to such
conditions  (including continued employment  or  performance
conditions) and terms as the Committee deems appropriate.

     8.1   Incentive  Stock Document.  Each Incentive  Stock
Document  shall contain provisions regarding (a) the  number
of Shares subject to such Award or a formula for determining
such, (b) the purchase price of the Shares, if any, and  the
means  of  payment  for  the  Shares,  (c)  the  performance
criteria,  if  any,  and level of achievement  versus  these
criteria  that shall determine the number of Shares granted,
issued,  retainable  and/or  vested,  (d)  such  terms   and
conditions on the grant, issuance, vesting and/or forfeiture
of  the Shares as may be determined from time to time by the
Committee,  (e) restrictions on the transferability  of  the
Shares  and  (f) such further terms and conditions  in  each
case  not  inconsistent with this Plan as may be  determined
from time to time by the Committee.

     8.2   Sale  Price.   Subject  to  the  requirements  of
applicable law, the Committee shall determine the price,  if
any,  at  which Shares of Incentive Stock shall be  sold  or
awarded  to an Eligible Person, which may vary from time  to
time  and among Eligible Persons and which may be below  the
fair  market  value of such Shares at the date of  grant  or
issuance.

     8.3   Share  Vesting.   The grant, issuance,  retention
and/or vesting of Shares of Incentive Stock shall be at such
time and in such installments as determined by the Committee
or   under  criteria  established  by  the  Committee.   The
Committee  shall have the right to make the  timing  of  the
grant  and/or the issuance, ability to retain and/or vesting
of   Shares   of   Incentive  Stock  subject  to   continued
employment, passage of time and/or such performance criteria
and  level  of achievement versus these criteria  as  deemed
appropriate by the Committee, which criteria may be based on
financial    performance   and/or    personal    performance
evaluations.

     8.4     Discretionary   Adjustments.    Notwithstanding
satisfaction of any performance goals, the number of  Shares
granted, issued, retainable and/or vested under an Incentive
Stock  Award  on account of either financial performance  or
personal  performance  evaluations may  be  reduced  by  the
Committee on the basis of such further considerations as the
Committee shall determine.

     8.5  Termination of Employment.  Subject to Section 11,
upon a termination of employment by an Eligible Person prior
to  the  vesting  of  or  the  lapsing  of  restrictions  on
Incentive Stock, the Incentive Stock Awards granted to  such
Eligible  Person  shall  be subject to  such  procedures  as
determined by the Committee.

SECTION 9.     OTHER PROVISIONS APPLICABLE TO AWARDS

     9.1   Transferability.  Unless the agreement  or  other
document  evidencing  an  Award  (or  an  amendment  thereto
authorized by the Committee) expressly states that the Award
is  transferable  as provided hereunder,  no  Award  granted
under  this  Plan, nor any interest in such  Award,  may  be
sold,  assigned, conveyed, gifted, pledged, hypothecated  or
otherwise transferred in any manner prior to the vesting  or
lapse  of any and all restrictions applicable thereto, other
than by will or the laws of descent and distribution.

     9.2   Dividends.   Unless  otherwise  provided  by  the
Committee,  no  adjustment shall be made in Shares  issuable
under  Awards on account of cash dividends that may be  paid
or  other rights that may be issued to the holders of Shares
prior  to  their  issuance under any Award.   The  Committee
shall  specify  whether  dividends  or  dividend  equivalent
amounts shall be paid to any Participant with respect to the
Shares  subject  to any Award that have not vested  or  been
issued or that are subject to any restrictions or conditions
on the record date for dividends.

     9.3  Documents Evidencing Awards.  The Committee shall,
subject  to applicable law, determine the date an  Award  is
deemed to be granted, which for purposes of this Plan  shall
not  be affected by the fact that an Award is contingent  on
subsequent stockholder approval of this Plan.  The Committee
or,  except  to the extent prohibited under applicable  law,
its  delegate(s)  may establish the terms of  agreements  or
other  documents evidencing Awards under this Plan and  may,
but need not, require as a condition to any such agreement's
or  document's effectiveness that such agreement or document
be  executed  by  the Participant and that such  Participant
agree  to such further terms and conditions as specified  in
such  agreement  or document.  The grant of an  Award  under
this  Plan  shall not confer any rights upon the Participant
holding  such  Award other than such terms, and  subject  to
such  conditions,  as are specified in this  Plan  as  being
applicable  to such type of Award (or to all Awards)  or  as
are  expressly set forth in the agreement or other  document
evidencing such Award.

     9.4   Tandem Stock or Cash Rights.  Either at the  time
an  Award  is granted or by subsequent action, the Committee
may, but need not, provide that an Award shall contain as  a
term  thereof,  a  right, either in tandem  with  the  other
rights under the Award or as an alternative thereto, of  the
Participant  to receive, without payment to the  Company,  a
number  of Shares, cash or a combination thereof, the amount
of  which  is  determined by reference to the value  of  the
Award.

     9.5   Financing.   The Committee may in its  discretion
provide  financing  to a Participant in a  principal  amount
sufficient to pay the purchase price of any Award and/or  to
pay  the amount of taxes required by law to be withheld with
respect to any Award.  Any such loan shall be subject to all
applicable  legal  requirements and  restrictions  pertinent
thereto,  including Regulation G promulgated by the  Federal
Reserve  Board.   The  grant of an Award  shall  in  no  way
obligate  the  Company  or  the  Committee  to  provide  any
financing whatsoever in connection therewith.

     9.6   Additional Restrictions on Awards.  Either at the
time  an  Award  is  granted or by  subsequent  action,  the
Committee  may,  but  need  not, impose  such  restrictions,
conditions or limitations as it determines appropriate as to
the  timing  and  manner of any resales by a Participant  or
other  subsequent transfers by a Participant of  any  Shares
issued  under  an  Award, including without  limitation  (a)
restrictions   under   an  insider   trading   policy,   (b)
restrictions designed to delay and/or coordinate the  timing
and manner of sales by Participants, and (c) restrictions as
to the use of a specified brokerage firm for such resales or
other transfers.

SECTION 10.    CHANGES IN CAPITAL STRUCTURE

     10.1  Corporate Actions Unimpaired.  The  existence  of
outstanding Awards (including any Options) shall not  affect
in  any  way  the  right  or power of  the  Company  or  its
stockholders  to  make or authorize any or all  adjustments,
recapitalizations,  reorganizations,  exchanges,  or   other
changes  in the Company's capital structure or its business,
or  any  merger  or  consolidation of the  Company,  or  any
issuance  of  Shares  or  other securities  or  subscription
rights  thereto,  or  any  issuance  of  bonds,  debentures,
preferred  or  prior preference stock ahead of or  affecting
the  Shares or other securities of the Company or the rights
thereof,  or the dissolution or liquidation of the  Company,
or  any sale or transfer of all or any part of its assets or
business, or any other corporate act or proceeding,  whether
of  a  similar character or otherwise.  Further,  except  as
expressly  provided  herein or by  the  Committee,  (a)  the
issuance  by the Company of shares of stock of any class  of
securities  convertible into shares of stock of  any  class,
for  cash,  property, labor or services, upon  direct  sale,
upon  the  exercise  of  rights  or  warrants  to  subscribe
therefor, or upon conversion of shares or obligations of the
Company  convertible into such shares or  other  securities,
(b) the payment of a dividend in property other than Shares,
or (c) the occurrence of any similar transaction, and in any
case whether or not for fair value, shall not affect, and no
adjustment by reason thereof shall be made with respect  to,
the  number  of  Shares subject to Options or  other  Awards
theretofore granted or the purchase price per Share,  unless
the Committee shall determine in its sole discretion that an
adjustment is necessary to provide equitable treatment to  a
Participant.

     10.2   Adjustments  Upon  Certain   Events.    If   the
outstanding  Shares or other securities of the  Company,  or
both, for which the Award is then exercisable or as to which
the  Award is to be settled shall at any time be changed  or
exchanged  by declaration of a stock dividend, stock  split,
combination  of shares, recapitalization, or reorganization,
the  Committee  may,  and  if  such  event  occurs  after  a
Corporate  Change  the  Committee shall,  appropriately  and
equitably  adjust  the number and kind of  Shares  or  other
securities which are subject to the Plan or subject  to  any
Awards  theretofore granted, and the exercise or  settlement
prices  of  such Awards, so as to maintain the proportionate
number  of  Shares or other securities without changing  the
aggregate  exercise  or settlement price.   If  the  Company
recapitalizes or otherwise changes its capital structure, or
merges,  consolidates, sells all of its assets or  dissolves
(each  of  the  foregoing  a  "Fundamental  Change"),   then
thereafter  upon any exercise of an Option or settlement  of
an  Award  theretofore  granted, the  Participant  shall  be
entitled to purchase under such Option or receive under such
Award,  in  lieu of the number of Shares as  to  which  such
Option shall then be exercisable or such Award shall then be
subject,  the  number  and class  of  shares  of  stock  and
securities to which the Participant would have been entitled
pursuant  to  the  terms  of  the  Fundamental  Change   if,
immediately   prior   to   such  Fundamental   Change,   the
Participant had been the holder of record of the  number  of
Shares as to which such Option or Award is then subject.

SECTION 11.    CHANGE OF CONTROL

     11.1   Definitions.   Unless  the  Committee   provides
otherwise,

     For  purposes of the Plan and Awards granted under  the
Plan, the term "Corporate Change" shall mean:

          (i)   any  merger or consolidation  in  which  the
     Company  shall not be the surviving entity (or survives
     only   as   a   subsidiary  of  another  entity   whose
     shareholders  did not own all or substantially  all  of
     the  Company's Common Stock immediately prior  to  such
     transaction),

          (ii)  the sale of all or substantially all of  the
     Company's  assets to any other person or entity  (other
     than a wholly-owned subsidiary),

          (iii)      the acquisition of beneficial ownership
     or  control of (including, without limitation, power to
     vote) more than 50% of the outstanding shares of Common
     Stock  by any person or entity (including a "group"  as
     defined  by  or under Section 13(d)(3) of the  Exchange
     Act),

          (iv)   the  dissolution  or  liquidation  of   the
     Company,

          (v)   a  contested  election of  directors,  as  a
     result of which or in connection with which the persons
     who  were directors of the Company before such election
     or their nominees cease to constitute a majority of the
     Board, or

          (vi)  any  other event specified by the Committee,
     regardless of whether at the time an Option is  granted
     or thereafter.

     11.2  Effect  of Change of Control.  The Committee  may
provide,  either  at  the  time  an  Option  is  granted  or
thereafter,  that a Corporate Change shall have such  effect
as  specified  by  the  Committee,  or  no  effect,  as  the
Committee  in  its  sole discretion  may  provide.   Without
limiting  the  foregoing, the Committee  may  but  need  not
provide,  either  at  the  time  an  Option  is  granted  or
thereafter,   that  if  a  Corporate  Change  occurs,   then
effective  as  of  a  date selected by  the  Committee,  the
Committee  (which  for  purposes of  the  Corporate  Changes
described  in (iii) and (v) above shall be the Committee  as
constituted  prior  to  the  occurrence  of  such  Corporate
Change) acting in its sole discretion without the consent or
approval of any Participant, will effect one or more of  the
following  alternatives or combination of alternatives  with
respect  to all outstanding Options (which alternatives  may
be  conditional on the occurrence of such of  the  Corporate
Change specified in clause (i) through (v) above which gives
rise  to  the  Corporate Change and  which  may  vary  among
individual  Participants):  (1) in the case of  a  Corporate
Change  specified  in clauses (i), (ii) or (iv),  accelerate
the  time at which Options then outstanding may be exercised
in  full  for  a  limited period of  time  on  or  before  a
specified  date  (which  will  permit  the  Participant   to
participate with the Common Stock received upon exercise  of
such Option in the event of a Corporate Change specified  in
clauses (i), (ii) or (iv), as the case may be) fixed by  the
Committee,   after  which  specified  date  all  unexercised
Options  and  all  rights of Participants  thereunder  shall
terminate,  (2)  accelerate the time at which  Options  then
outstanding  may be exercised so that such  Options  may  be
exercised  in  full  for  their  then  remaining  term,   or
(3)  require  the  mandatory surrender  to  the  Company  of
outstanding  Options held by such Participant  (irrespective
of  whether  such  Options are then  exercisable  under  the
provisions  of the Plan) as of a date, before or  not  later
than  sixty  days after such Corporate Change, specified  by
the  Committee,  and  in  such  event  the  Committee  shall
thereupon cancel such Options and the Company shall  pay  to
each  Participant an amount of cash equal to the  excess  of
the  fair  market value of the aggregate shares  subject  to
such  Option over the aggregate Option price of such shares.
Notwithstanding  the  foregoing, with  the  consent  of  the
Participant, the Committee may in lieu of the foregoing make
such  provision with respect of any Corporate Change  as  it
deems appropriate.

SECTION 12.    TAXES

     12.1  Withholding Requirements.  The Committee may make
such  provisions or impose such conditions as  it  may  deem
appropriate  for the withholding or payment by a Participant
of  any taxes that the Committee determines are required  in
connection  with any Award granted under this  Plan,  and  a
Participant's   rights   in  any  Award   are   subject   to
satisfaction of such conditions.

     12.2 Payment of Withholding Taxes.  Notwithstanding the
terms  of  Section 12.1, the Committee may  provide  in  the
agreement or other document evidencing an Award or otherwise
that all or any portion of the taxes required to be withheld
by the Company or, if permitted by the Committee, desired to
be paid by the Participant, in connection with the exercise,
vesting, settlement or transfer of any other Award shall  be
paid or, at the election of the Participant, may be paid  by
the  Company by withholding shares of the Company's  capital
stock otherwise issuable or subject to such Award, or by the
Participant  delivering  previously  owned  shares  of   the
Company's  capital stock, in each case having a fair  market
value equal to the amount required or elected to be withheld
or  paid, or by a broker selected or approved by the Company
paying such amount pursuant to an irrevocable commitment  by
the  broker to deliver to the Company proceeds from the sale
of  the  Shares issuable under the Award.  Any such election
is  subject  to  such  conditions or procedures  as  may  be
established by the Committee and may be subject to  approval
by the Committee.

SECTION 13.    AMENDMENTS OR TERMINATION

     The Board may amend, alter or discontinue this Plan  or
any  agreement  or other document evidencing an  Award  made
under  this  Plan, but no amendment or alteration  shall  be
made  which  would  impair the rights of any  Award  holder,
without  such holder's consent, under any Award  theretofore
granted, provided that no such consent shall be required  if
the Committee determines in its sole discretion and prior to
the  date  of any Corporate Change or change of control  (as
defined,  if  applicable, in the agreement  evidencing  such
Award)  that such amendment or alteration either is required
or advisable in order for the Company, the Plan or the Award
to satisfy any law or regulation or to meet the requirements
of any accounting standard.

SECTION 14.    COMPLIANCE WITH OTHER LAWS AND
               REGULATIONS.

     This Plan, the grant and exercise of Awards thereunder,
and  the obligation of the Company to sell, issue or deliver
Shares under such Awards, shall be subject to all applicable
federal,  state and foreign laws, rules and regulations  and
to  such approvals by any governmental or regulatory  agency
as  may  be required.  The Company shall not be required  to
register in a Participant's name or deliver any Shares prior
to  the  completion of any registration or qualification  of
such  Shares under any federal, state or foreign law or  any
ruling  or  regulation  of  any government  body  which  the
Committee  shall  determine to be  necessary  or  advisable.
This  Plan is intended to constitute an unfunded arrangement
for  a  select  group of management or other key  employees,
directors and consultants.

     No  Option  shall be exercisable unless a  registration
statement  with  respect to the Option is effective  or  the
Company   has   determined   that   such   registration   is
unnecessary.  Unless the Awards and Shares covered  by  this
Plan  have been registered under the Securities Act of 1933,
as   amended,  or  the  Company  has  determined  that  such
registration is unnecessary, each person receiving an  Award
and/or  Shares pursuant to any Award may be required by  the
Company to give a representation in writing that such person
is  acquiring  such Shares for his or her  own  account  for
investment and not with a view to, or for sale in connection
with, the distribution of any part thereof.

SECTION 15.    OPTION GRANTS BY SUBSIDIARIES

     In  the  case  of a grant of an Option to any  eligible
Employee  employed by a Subsidiary, such grant may,  if  the
Committee so directs, be implemented by the Company  issuing
any  subject  shares  to  the Subsidiary,  for  such  lawful
consideration  as  the  Committee may  determine,  upon  the
condition or understanding that the Subsidiary will transfer
the  shares to the optionholder in accordance with the terms
of  the  Option specified by the Committee pursuant  to  the
provisions of the Plan.  Notwithstanding any other provision
hereof, such Option may be issued by and in the name of  the
Subsidiary and shall be deemed granted on such date  as  the
Committee shall determine.


SECTION 16.    NO RIGHT TO COMPANY EMPLOYMENT

     Nothing  in  this  Plan or as a  result  of  any  Award
granted pursuant to this Plan shall confer on any individual
any  right  to  continue in the employ  of  the  Company  or
interfere  in  any  way with the right  of  the  Company  to
terminate  an  individual's employment  at  any  time.   The
agreements or other documents evidencing Awards may  contain
such  provisions as the Committee may approve with reference
to the effect of approved leaves of absence.

SECTION 17.    LIABILITY OF COMPANY

     The Company and any Affiliate which is in existence  or
hereafter  comes into existence shall not  be  liable  to  a
Participant, an Eligible Person or other persons as to:

          (a)  The Non-Issuance of Shares.  The non-issuance
     or  sale  of  shares as to which the Company  has  been
     unable  to  obtain  from  any  regulatory  body  having
     jurisdiction  the  authority deemed  by  the  Company's
     counsel to be necessary to the lawful issuance and sale
     of any shares hereunder; and

          (b)    Tax   Consequences.   Any  tax  consequence
     expected,   but  not  realized,  by  any   Participant,
     Eligible  Person  or other person due to  the  receipt,
     exercise  or  settlement of any Option or  other  Award
     granted hereunder.

SECTION 18.    EFFECTIVENESS AND EXPIRATION OF PLAN

     This  Plan  shall  be  effective on  the  date  of  its
adoption  by  the Company's Board of Directors.   No  Awards
shall  be  granted pursuant to this Plan more than 10  years
after the effective date of this Plan.

SECTION 19.    NON-EXCLUSIVITY OF PLAN

     Neither the adoption of this Plan by the Board nor  the
submission  of this Plan to the stockholders of the  Company
for  approval shall be construed as creating any limitations
on  the  power of the Board or the Committee to  adopt  such
other  incentive arrangements as either may deem  desirable,
including  without  limitation, the granting  of  restricted
stock  or stock options otherwise than under this Plan,  and
such  arrangements  may  be either generally  applicable  or
applicable only in specific cases.

SECTION 20.    GOVERNING LAW

     This   Plan  and  any  agreements  or  other  documents
hereunder  shall be interpreted and construed in  accordance
with  the  laws  of  the  State of Delaware  and  applicable
federal law.  The Committee may provide that any dispute  as
to any Award shall be presented and determined in such forum
as  the  Committee  may specify, including  through  binding
arbitration.  Any reference in this Plan or in the agreement
or other document evidencing any Award to a provision of law
or  to  a rule or regulation shall be deemed to include  any
successor  law,  rule  or regulation of  similar  effect  or
applicability.


</TEXT>
</DOCUMENT>
