EXHIBIT 10-D


                           EMPLOYMENT AGREEMENT


          THIS AGREEMENT is dated August 10, 1995 ("Agreement"), by and
between GUARDSMAN PRODUCTS, INC., a Michigan corporation, of 3033 Orchard
Vista Drive, S.E., Suite 200, Post Office Box 1521, Grand Rapids, Michigan
49506 ("Guardsman"), and EVERETTE L. MARTIN of 718 Gatewood, High Point,
North Carolina 27262 ("Executive"), and the parties agree as follows:


                             R E C I T A L S :

     A.   Executive is currently employed with Guardsman pursuant to an
Employment Agreement between Guardsman and Executive dated May 14, 1992.

     B.   The parties desire to modify the above-referenced Employment
Agreement in order to specifically provide for and accommodate Executive's
plans for retirement.

     C.   The parties intend this Employment Agreement to entirely
supersede and replace any previous Employment Agreement.


                                 AGREEMENT

          THEREFORE, for and in consideration of the terms and conditions
herein, the parties agree as follows:

     1.   EMPLOYMENT.  The parties agree that Guardsman shall continue to
employ Executive, and Executive shall continue employment with Guardsman,
upon the terms and conditions set forth in this Agreement.  The Employment
Agreement dated May 14, 1992, is hereby terminated, and the parties intend
that it shall be entirely replaced and superseded by this Agreement.

     2.   TERM OF AGREEMENT.  The term of this Agreement shall continue
through December 31, 1997, and shall thereupon terminate unless earlier
terminated as provided herein.

     3.   COMPENSATION.  During Executive's employment with Guardsman, he
shall be paid an annual salary, annual bonuses, and other fringe benefits,
as determined from time to time by the Board of Directors of Guardsman
("Board"), subject to the following:

          A.   SALARY.  Executive shall continue to be paid his
     current salary of One Hundred Fifty Thousand Dollars ($150,000)



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     through December 31, 1995.  Thereafter, he shall receive an
     annual salary of One Hundred Thousand Dollars ($100,000).  Salary
     shall be paid monthly.

          B.   BONUS.  Executive will not participate in any new
     Performance Award Plan beginning after December 31, 1995. 
     Executive will, however, continue as a participant in the
     existing Performance Award Plans in accordance with the terms and
     conditions of those plans.  These plans are three (3) year
     rolling plans, based on profitability objectives for three (3)
     years.  There are three (3) existing plans, ending at the end of
     calendar years 1995, 1996, and 1997, respectively.  Executive
     shall be entitled to receive payment under the terms of these
     plans, it being understood that the payment of the last plan, if
     any, will be made in 1998.

               Executive shall also participate in the Annual Bonus
     Plan for 1995.  No other bonuses shall be paid unless authorized
     by the Board.

          C.   SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN.  Executive
     shall remain in the Guardsman Supplemental Executive Retirement
     Plan ("SERP") (dated January 1, 1990) for the term of this
     Agreement.  For purposes of eligibility for benefit and payment
     of benefit under the SERP, Executive shall be deemed to have
     completed fifteen (15) years (180 months) as an officer,
     divisional officer, or other key employee as of December 31,
     1997.  Termination prior to December 31, 1997, would result in
     the appropriate reduction in the amount of benefit as described
     in the SERP.

          D.   INSURANCE.  Guardsman will continue to provide health
     insurance for Executive and his dependents under such group or
     other health plans as obtained by Guardsman, comparable to such
     insurance as is provided to Guardsman employees holding positions
     comparable to that of Executive.  This insurance will be
     maintained up to Executive's sixty-fifth (65th) birthday (even if
     Executive retires from the company prior to that time) so long as
     Executive is not in breach of this Agreement.  Executive shall
     pay the contribution for such insurance as is required by
     employees at the level of responsibility Executive is then
     working or, if retired, was working at the time of retirement.

          E.   BUSINESS EXPENSES.  Executive will be reimbursed for
     his normal ongoing business expenses, including any club dues and
     fees that are currently being reimbursed by Guardsman, in the
     same manner as other key executives of Guardsman holding
     positions comparable to that of Executive, for the term of this
     Agreement.


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          F.   STOCK OPTIONS.  Executive's existing stock options will
     remain in effect for the term of this Agreement according to the
     terms of said options.  Any new grants of stock options during
     the term of this Agreement will be given at a level commensurate
     with other such grants to persons at the level of responsibility
     at Guardsman which Executive is then working, as determined by
     the Board in its sole discretion.

          G.   VACATION.  Executive shall be entitled to vacation time
     consistent with the vacation policy of Guardsman as in effect
     from time to time.

          H.   OTHER.  Any other compensation or benefits shall be at
     the sole discretion of the Board.

     4.   DUTIES.  Executive will be available on an "as needed" basis to
assist Guardsman in the transition of new personnel to his present
position, in anticipation of Executive's retirement, and will further be
available as an advisor to the sales force and the customer base of the
wood-coatings group of Guardsman.  This Agreement anticipates that
Executive may be reducing his actual work hours, but Executive shall spend
at least fifty percent (50%) of the time previously devoted to business in
the business and affairs of Guardsman.  Executive agrees that he will not
be employed by anyone other than Guardsman for the term of this Agreement.

          Executive shall be reasonably available to Guardsman's North
Carolina facility.  So long as Executive is reasonably available to the
North Carolina facility, Executive shall not be required to relocate or
spend any substantial amount of time outside of the North Carolina area,
except for travel not substantially in excess of Executive's present
business travel obligations.

     5.   LOYALTY AND CONFIDENTIALITY.  Executive agrees that during his
employment with Guardsman he will not, without the prior approval of the
Board, either for himself or on behalf of any other person, firm, or
corporation, directly or indirectly divert or attempt to divert from
Guardsman any business opportunity or business whatsoever, or attempt to
negatively influence any Guardsman customers or potential Guardsman
customers with whom Executive may have dealings.  Executive shall be loyal
to Guardsman during his employment and shall forever hold in strictest
confidence and shall not use or disclose any information, technique,
process, development, or experimental work, trade secret, customer lists,
or other secret and confidential matter relating to the products, services,
sales, employees, or business of Guardsman, except as such disclosure or
use may be required in connection with Executive's work for Guardsman. 
Upon termination of his employment with Guardsman, Executive shall deliver
to Guardsman any and all materials relating to Guardsman's business
including, without limitation, all customer lists, keys, financial



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information, business notes, business plans, credit cards, memoranda,
specifications, and documents.  Executive shall not retain any photocopies
or other facsimiles of such materials.

     6.   TERMINATION.  Executive's employment and this Agreement may be
terminated prior to the end of the term hereof (Paragraph 2) as follows:


          A.   DEATH.  If Executive, while in the employ of Guardsman,
     shall die prior to the expiration of this term of employment,
     this Agreement shall terminate upon Executive's death which, for
     purposes of this Agreement, shall be deemed to have occurred on
     the last day of the month in which his death occurs.  Guardsman
     shall continue to pay salary at the rate set forth in Paragraph
     3, above, for a period of three (3) months following the date of
     death, but not beyond the term of this Agreement.

               If Executive should die while any amount would still be
     payable to him hereunder, all such amounts, unless otherwise
     provided herein, shall be paid in accordance with the terms of
     this Agreement to the beneficiary designated by Executive in a
     writing delivered to Guardsman or, if there be no such designated
     beneficiary, to his estate.

          B.   DISABILITY.  If Executive shall be unable to
     substantially perform the duties described in Paragraph 4 above
     for a period of nine (9) successive months by reason of illness
     or other similar incapacity or disability, this Agreement may be
     terminated as of the end of any calendar month following such
     nine (9) months by Guardsman, based upon a determination that
     Executive is disabled and by notice in writing to that effect to
     Executive.  Executive can terminate this Agreement in the same
     circumstances by presenting his resignation in writing to
     Guardsman.  Any determination as to whether Executive is disabled
     shall be made by a licensed physician selected by agreement of
     Guardsman and Executive or, if they cannot agree upon a
     physician, then by a majority of a panel of three (3) licensed
     physicians, one selected by Guardsman, one selected by Executive,
     and the third selected by the first two.  If this Agreement is
     terminated by Guardsman pursuant to this Subparagraph 6(B), the
     compensation provided in Paragraph 3 of this Agreement shall
     continue for such period as the Board shall in its sole
     discretion deems appropriate but not beyond the term of this
     Agreement.  If this Agreement is terminated by Executive pursuant
     to this Subparagraph 6(B), the compensation provided in Paragraph
     3 of this Agreement shall continue for such period as the Board
     deems appropriate, but not less than the period provided in
     Guardsman's employee disability policy in effect at the time of
     the termination.


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          C.   TERMINATION FOR CAUSE.  Guardsman shall have the right
     to terminate Executive's employment for "Cause."  For purposes of
     this Agreement, "Cause" shall be limited to:

               (i)  the willful and continued failure by Executive to
          substantially perform assigned duties consistent with
          Paragraph 4 above (other than any failure resulting from an
          illness or other similar incapacity or disability), after a
          demand for substantial performance is delivered to Executive
          on behalf of the Board which specifically identifies the
          manner in which it is alleged that Executive has not
          substantially performed his duties; or

              (ii)  the willful engaging by Executive in misconduct
          which is materially injurious to Guardsman, monetarily or
          otherwise.

     For purposes of this Subparagraph C, no act or failure to act on
     Executive's part shall be considered "willful" unless done, or
     omitted to be done, by Executive not in good faith and without
     reasonable belief that his action or omission was in the best
     interests of Guardsman.  Notwithstanding the foregoing, Executive
     shall not be deemed to have been terminated for Cause unless and
     until:  there shall have been delivered to him a copy of a notice
     of termination on behalf of the Board; and after reasonable
     notice to him and an opportunity for him, together with his
     counsel (at his own expense), to be heard before the Board, at
     least two-thirds of the Board finds, in their reasonable
     opinions, that Executive was guilty of conduct set forth above in
     Clause (i) or (ii) and specifying the particulars thereof in
     detail.

          D.   TERMINATION BY EXECUTIVE.  Executive shall have the
     right to terminate his employment with Guardsman by providing
     written notice of the termination to Guardsman, if Guardsman
     shall materially breach its obligations under this Agreement.

          E.   TERMINATION BY NOTICE.  Guardsman and Executive shall
     each have the right to terminate their employment relationship
     for reasons other than those provided in this Paragraph 6 by
     giving thirty (30) days' written notice to the other party
     specifying the date of termination.

          F.   RETIREMENT.  Executive shall have the option to retire
     on his sixty-second (62nd) birthday and terminate this Agreement. 
     Upon such termination, salary payments shall cease, but Executive
     shall continue to participate in the bonus [Paragraph 3(B)
     herein] and shall continue to receive health insurance [Paragraph
     3(D) herein] and all other benefits provided under this Agreement
     pursuant to the terms of this Agreement.

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     7.   SEVERANCE PAY.

          A.   If Executive's employment shall be terminated by
     Guardsman by the provision of thirty (30) days' written notice
     pursuant to Subparagraph 6(E) of this Agreement, or if
     Executive's employment is terminated by Executive under
     Subparagraph 6(D) of this Agreement, Executive shall be entitled
     to receive severance pay for the remainder of the period of
     employment provided in this Agreement in the amount and upon the
     terms of the compensation under Paragraph 3 herein, which would
     have been paid if the employment had not been terminated, so long
     as Executive is not in competition with Guardsman as defined in
     Paragraph 8.

          B.   MITIGATION OF SEVERANCE PAY.  Executive shall not be
     required to mitigate the amount of any payments of severance
     benefits provided in this Paragraph 7 by seeking other employment
     or otherwise, nor shall the amount of any payment provided in
     this Paragraph 7 be reduced by any compensation earned by
     Executive as a result of his employment with another employer
     after termination, or otherwise.

     8.   COVENANT NOT TO COMPETE.  Recognizing that his skill, experience,
and knowledge are unique and are a material inducement to Guardsman to
enter into this Agreement, Executive agrees that during his employment
pursuant to this Agreement, Executive will not participate directly or
indirectly, in the ownership, management, financing, operation, or control
of any business which is the same as or similar to the present or future
businesses of Guardsman or its subsidiaries.  Executive shall also not
provide consulting services or serve as an employee, officer, or director
for any such business during his employment pursuant to this Agreement. 
Executive is not prohibited by this paragraph, however, from owning an
insignificant amount of stock of any corporation whose shares are publicly
traded on any national or regional stock exchange or over the counter, so
long as that ownership is in no case more than five percent (5%) of the
outstanding shares of the corporation.

     9.   EXECUTIVE LIABILITY INSURANCE COVERAGE AND INDEMNIFICATION. 
Nothing in this Agreement shall deprive Executive, both during and
subsequent to the termination of his employment pursuant to this Agreement,
of the benefits of Guardsman's existing or hereafter obtained executive
liability insurance coverage, subject to the terms and conditions of such
coverage, nor of any right to indemnification under Guardsman's Restated
Certificate of Incorporation and Bylaws or under any indemnification
agreement between Guardsman and Executive, subject to the limitations on
indemnification set forth therein.





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     10.  SUCCESSORS.  This Agreement shall be binding on and shall inure
to the benefit of the successors, heirs, representatives, and assigns of
the parties.  Nothing in this Agreement, however, shall be construed to
allow Executive to assign this Agreement.

     11.  NOTICE.  Notices and all other communications provided for in the
Agreement shall be in writing and shall be deemed to have been duly given
when delivered or mailed by United States registered or certified mail,
return receipt requested, postage prepaid, addressed to Executive at the
address set forth on the first page of this Agreement, or to Guardsman at
its principal executive offices to the attention of the President of
Guardsman with a copy to the Secretary of Guardsman, or to such other
address as either party may have furnished to the other in writing in
accordance herewith, except that notice of change of address shall be
effective only upon receipt.

     12.  MODIFICATION OR WAIVER.  No provisions of this Agreement may be
amended, modified, waived, or discharged except by writing signed by the
parties.  No waiver by either party of any breach by the other party of any
condition or provision of this Agreement shall be deemed a waiver of
similar or dissimilar provisions.  Failure to insist upon strict compliance
with any of the terms, covenants, or conditions of this Agreement shall not
be deemed a waiver of such term, covenant, or condition, nor shall any
waiver or relinquishment of any right or power hereunder at any one or more
times be deemed waiver or relinquishment of such right or power at any
other time.

     13.  GOVERNING LAW.  This Agreement was entered into in the State of
Michigan and shall be construed and interpreted in accordance with the laws
of the State of Michigan.

     14.  CONSTRUCTION.  Each party has read and understands this
Agreement, and has had the opportunity to receive independent legal advice
from its attorneys with respect to the advisability of entering into this
Agreement.  Any ambiguity in this Agreement shall not be construed against
the drafter, but rather the terms hereof shall be given a reasonable
interpretation as if each party had in fact drafted the Agreement.

     15.  VALIDITY. The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect.

     16.  ENTIRE AGREEMENT.  This Agreement constitutes an integration of
the entire agreement of the parties, and supersedes and replaces any prior
agreement, written or oral.  Any representation, warranty, promise, or
condition, whether written or oral, not specifically incorporated herein
shall not be binding upon the parties.




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          IN WITNESS WHEREOF, Guardsman has caused this Agreement to be
executed by a duly authorized corporate officer and Executive has executed
this Agreement as of the date and year first above written.

                                   GUARDSMAN PRODUCTS, INC.


                                   By /S/ CHARLES E. BENNETT
                                   Charles E. Bennett
                                   President and CEO


                                   /S/ EVERETTE L. MARTIN
                                   Everette L. Martin - Executive





































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