ENVIRODYNE INDUSTRIES, INC.
                        CORPORATE OFFICE
                    MANAGEMENT INCENTIVE PLAN
                        Fiscal Year 1998


 I.  Purpose
     -------
The Envirodyne Industries, Inc. Management Incentive Plan (MIP) has
been established for Fiscal Year 1998 for those covered employees
defined under Section III below.

The purpose of this Management Incentive Plan is to provide
additional compensation to participants for their contribution to
the achievement of the objectives of the Company including:
     
  -  Assisting in attracting and retaining highly qualified
     key employees. 

  -  Encouraging and stimulating superior performance by
     such personnel.

II.  Definitions
     -----------
A.   Base Salary equals the salary earnings for the portion of the
     -----------
     Fiscal Year during which the participant was an active
     employee in the particular level of management for which the
     computation is being made.  Salary earnings do not include
     Plan awards, long-term incentive awards, imputed income from
     such programs as executive life insurance or non-recurring
     earnings such as moving expenses and is based on salary
     earnings before reductions for such items as contributions
     under Section 401-(K) of the Internal Revenue Code of 1986 as
     amended.

B.   Company means Envirodyne Industries, Inc., its successors and
     -------
     assigns.

C.   Fiscal Year means the Company's Fiscal Year beginning January
     -----------
     1 and ending the last day of December.

D.  Plan means the Envirodyne Industries, Inc. Management Incentive
    ----
    Plan as from time to time amended.

E.  Chairman of the Board and Chief Executive Officer means the
    -------------------------------------------------
    Chairman of the Board and Chief Executive Officer of Envirodyne
    Industries, Inc.

F.  Financial Targets are the financial goal(s) appropriate to the
    -----------------
    company for the Fiscal Year.  These goals are identified in
    Exhibit B and are specifically identified by participant in
    Exhibit C.

G.  Discretionary Goals refer to the personal goals and objectives
    -------------------
    set by each participant and his/her supervisor at the beginning
    of each Fiscal Year against which performance is measured.
    

III. EMPLOYEES COVERED BY THIS PLAN
     ------------------------------
The Plan is applicable to those management employees and other key
personnel in the management levels specified in the attached
Exhibit C.

 IV.  FINANCIAL AWARD
      ---------------
A participant in the Plan shall be entitled to a Financial Award
computed in accordance with the following formula:  

      Base         Financial        Bonus            Financial
      Salary   x   Performance  x   Percent      =   Performance
                   Incentive        Allocated        Award
                   Earned           To Financial
                                    Targets

      Where:

-   "Base Salary" is as defined in Section II A.

-   "Financial Performance Incentive Earned" is determined by the
    relationship of actual achievement to targeted goals and can
    range from target to maximum, with full attainment of the
    financial goals equating to the target for each measure as set
    forth in the business plan.  The target/maximum range for each
    participant is a function of management level slotting (See
    Exhibit C).  The relationship of actual achievement to the
    performance range will be determined by using  straight-line 
    interpolation for achievement between the target and the 
    maximum  of the payout range as  applicable  (see Exhibit B). 
    Actual performance below target will result in no award being
    paid on that particular financial measure.
    

-   "Bonus Percent Allocated To Financial Targets" shall range from
    0% to 100%.

If a participant was in more than one management level during a
Fiscal Year, a separate computation shall be made for each level
applicable to the participant during such Fiscal Year; the sum of
the separate computations shall be the participant's Financial
Performance Award.

V.  Personal Performance Award
    --------------------------
Goals for each participant are to be developed jointly by the
participant and his/her supervisor at the beginning of a Fiscal
Year.  It is anticipated that both quantifiable and non-
quantifiable goals will be developed in the process.  Each goal
should be weighted from 0% to 100%, with the sum of the weights
equal to 100%.

A participant in the Plan shall be entitled to a Personal
Performance Award computed in accordance with the following
formula:

      Base         Personal         Bonus            Personal 
      Salary   x   Performance  x   Percent      =   Performance
                   Incentive        Allocated        Award
                   Earned           To Personal 
                                    Objectives
            
      Where:

-   "Base Salary" is as defined in Section II A.

-   "Percent of Personal Objectives Achieved" ranges from 0% to
    100% and is determined by the agreed upon performance of the
    individual against pre-established individual goals.

-   "Percent of Bonus Allocated to Personal Objectives" shall range
    from 0% to 100%.

It is intended that the participant and his/her supervisor will
agree on meaningful individual goals.  The following is a partial
list of the type of goals or objectives that may be developed:

-   Achievement of income goals

-   Development of subordinates

-   Successful development of new accounts/products

-   Improvement in product merchandising programs

-   Attainment of self-development objectives

-   Control or reduction of operating expenses

At the end of a Fiscal Year, each participant will review and
evaluate his/her accomplishment of personal goals and objectives. 
The participant and his/her supervisor will then review the
preliminary rating.  Thereafter, the supervisor will assign a
Personal Performance %, from 0% to 100%, reflecting the
participant's achievement of his/her goals during such Fiscal Year. 
The Personal Performance % recommendation of the supervisor shall
be reviewed by the President of the Company, who shall recommend an
appropriate Personal Performance % to the Chairman of the Board and
Chief Executive Officer who shall approve the final Personal
Performance % for each participant.

 VI.  Performance Measures, Targets and Payout Ranges
      -----------------------------------------------
The financial performance measures, targets and payout ranges used
for incentive purposes shall be established by the Company based on
the annual business plan.  Those measures, targets and payout
ranges, as appropriate, shall be approved  by the Chairman of the
Board and Chief Executive Officer.  The performance measures,
targets and payout ranges are defined in Exhibit B.

VII.  Participant Bonus Composition
      -----------------------------
The composition of each participant's bonus shall be determined by
the President of the Company or his designee(s).  The composition
may have a Discretionary  portion and a Financial portion.  The
composition of the  bonuses are established in Exhibit C.

VIII.  Computation and Disbursement of Funds
       -------------------------------------
As soon as possible after the close of the Fiscal Year, the
President of the Company will recommend a final personal goal
achievement percentage and incentive award payment to the Chairman
of the Board and Chief Executive Officer.  Once approved, payment
of the awards shall be made within sixty (60) days after the end of
the Fiscal Year.

If the participant dies before receiving his/her award, the amount
due will be paid to the designated beneficiaries on file with the
Company and, in the absence of such designation, to the
participant's estate.  All payment awards shall be reduced by
amounts required to be withheld for taxes at the time payments are
made.

 IX.  Changes to Target
      -----------------
The President of the Company may recommend to the Chairman of the
Board and Chief Executive Officer, at any time prior to the final
determination of awards, changes to the performance measures,
targets, and payout ranges used for incentive purposes.  If, in the
judgment of the Chairman of the Board and Chief Executive Officer,
such change(s) is/are desirable in the interests of equitable
treatment of the participants and the Company as a result of
extraordinary or non-recurring events, changes in applicable
accounting rules or principles, changes in the Company's methods of
accounting, changes in applicable law, changes due to
consolidation, acquisitions, or reorganization, the Chairman of the
Board and Chief Executive Officer shall authorize and approve such
change(s) for immediate incorporation into the Plan.  Further,
should actual performance on any one or all of the financial
measure(s) be less than or greater than target by twenty-five
percent (25%) or more, the award actually earned under that
measure(s) will be at the sole discretion of the Chairman of the
Board and Chief Executive Officer subject to approval by the
Compensation Committee of the Board.

  X.  Partial Awards
      --------------
A participant shall be entitled to payment of a partial Financial
Award and a partial Personal Objectives Award, computed in
accordance with Sections IV and V, and based on Base Salary in a
Fiscal Year, if prior to the end of such Fiscal Year, a
participant:

-   Dies,

-   Retires (is eligible to immediately receive retirement benefits
    under a Company sponsored retirement plan),

-   Becomes permanently disabled,

-   Transfers to a position with a salary grade not eligible for
    participation in the Plan,

-   Enters military service,

-   Takes an approved leave of absence,

-   Is appointed or elected to public office,

-   Is terminated due to position elimination,

provided that the participant was an active employee for a minimum
of 30 consecutive calendar days during such Fiscal Year.  Such
partial awards shall be paid when payments of non-deferred awards
for such Fiscal Year are made.

Participants hired during the course of a Fiscal Year and who are
employed through the end of such Fiscal Year shall be eligible for
an award based on their Base Salary during such Fiscal Year,
provided that such employees begin active service prior to February
1 of such Fiscal Year.

  XI.  Forfeiture of Bonus
       -------------------
Except as provided in Section X, no participant who ceases to be an
employee of the Company prior to the end of a Fiscal Year shall be
entitled to any amounts under this Plan for such Fiscal Year unless
the Chairman of the Board and Chief Executive Officer, in
consultation with the Vice President, Human Resources, decides
otherwise.

Participants who cease to be an employee of the Company between the
end of a Fiscal Year and the payment date of awards for such Fiscal
Year shall be entitled to awards earned during such Fiscal Year.

 XII. Administration
      --------------
This Plan shall be administered by the Vice President, Human
Resources of Envirodyne Industries, Inc., subject to the control
and supervision of the Chairman of the Board and Chief Executive
Officer and the Compensation Committee of the Board of Directors of
Envirodyne Industries.

Any changes to the context of the Plan, the performance ranges,
Plan adjustments and actual payouts will be reviewed with and
approved by the Compensation Committee of the Board of Directors.

In the event of a claim or dispute brought forth by a participant,
the decision of the Chairman of the Board and Chief Executive
Officer as to the facts in the case and the meaning and intent of
any provision of the Plan, or its application, shall be final and
conclusive.

XIII.  No Employment Contract; Future Plans
       ------------------------------------
Participation in this Plan shall not confer upon any participant
any right to continue in the employ of the Company nor interfere in
any way with the right of the Company to terminate any
participant's employment at any time.  The company is under no
obligation to continue the Plan in future Fiscal Years.

 XIV.  Amendment or Termination
       ------------------------
The Company may at any time, or from time to time, (a) amend, alter
or modify the provisions of this Plan, (b) terminate this Plan, or
(c) terminate the participation of an employee or group of
employees in this Plan; provided, however, that in the event of the
termination of this Plan or a termination of participation, the
Company shall provide the partial awards to the affected
participant(s) for the portion of the Fiscal Year during which such
employee(s) were participants in this Plan, in a manner in which
the Company, in its sole judgment, determines to be equitable to
such participants and the Company.

  XV.  General Provisions
       ------------------
(a)  No right under the Plan shall be assignable, either
voluntarily or involuntarily by way of encumbrance, pledge,
attachment, level or charge of any nature (except as may be
required by state or federal law).

(b)  Nothing in the Plan shall require the Company to segregate or
set aside any funds or other property for the purpose of paying any
portion of an award.  No participant, beneficiary or other person
shall have any right, title or interest in any amount awarded under
the Plan prior to the close of the Fiscal Year, or in any property
of the Company or its subsidiaries.



       _____________________        ____________________________
        Final Approval Date           Chairman of the Board
                                    and Chief Executive Officer


                                    ____________________________
                                            Vice President
                                            Human Resources