EXHIBIT 10.9
                   ENVIRODYNE INDUSTRIES, INC.
                         CORPORATE OFFICE
                    MANAGEMENT INCENTIVE PLAN
                         Fiscal Year 1997


 I.  Purpose
     -------

     The Envirodyne Industries, Inc. Management Incentive Plan
     (MIP) has been established for Fiscal Year 1997 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 attain-
          ment 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