Exhibit 4.2

                        NORTEK, INC.

            2000 STOCK OPTION PLAN FOR DIRECTORS

1.   Purpose

     The   purpose  of  this  2000  Stock  Option  Plan  for
Directors  (the  "Plan")  is to  advance  the  interests  of
Nortek, Inc. (the "Company") by enhancing the ability of the
Company  to  attract  and  retain directors  who  are  in  a
position to make significant contributions to the success of
the  Company  and to reward directors for such contributions
through  ownership of shares of the Company's Common  Stock,
$1.00 par value ("Stock").

2.   Administration

     The  Plan  shall  be administered by the  Stock  Option
Committee  (the "Committee") of the Board of Directors  (the
"Board") of the Company. The Committee shall have authority,
not  inconsistent with the express provisions of  the  Plan,
(a)  to  grant options in accordance with the Plan  to  such
directors  as  are  eligible  to  receive  options;  (b)  to
prescribe  the  form  or  forms  of  instruments  evidencing
options  and any other instruments required under  the  Plan
and  to  change such forms from time to time; (c) to  adopt,
amend   and   rescind   rules  and   regulations   for   the
administration  of the Plan; and (d) to interpret  the  Plan
and  decide  any questions and settle all controversies  and
disputes  that may arise in connection with the  Plan.  Such
determinations  of  the Committee shall  be  conclusive  and
shall  bind all parties. Subject to Section 7, the Committee
shall  also  have  the  authority,  both  generally  and  in
particular instances, to waive compliance by a director with
any obligation to be performed by him or her under an option
and to waive any condition or provision of an option.

3.   Effective Date and Term of Plan

     The  Plan  shall become effective on the date on  which
the  Plan  is  approved by the stockholders of the  Company.
Awards  may  be made prior to such stockholder  approval  if
made subject thereto.  No option shall be granted under  the
Plan  after  the completion of ten years from  the  date  on
which the Plan was adopted by the Board, but options granted
may extend beyond that date.

4.   Shares Subject to the Plan

     (a)   Number  of  Shares.   Subject  to  adjustment  as
provided in Section 4(c), the aggregate number of shares  of
Stock  that  may be delivered upon the exercise  of  options
granted  under  the  Plan shall be  40,000.  If  any  option
granted  under  the  Plan  terminates  without  having  been
exercised in full, the number of shares of Stock as to which
such  option was not exercised shall be available for future
grants within the limits set forth in this Section 4(a).

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     (b)   Shares  to Be Delivered.  Shares delivered  under
the  Plan shall be authorized but unissued Stock or, if  the
Board so determines, previously issued Stock acquired by the
Company and held in treasury.  No fractional shares of Stock
shall be delivered under the Plan.

     (c)   Changes  in  Stock.  In  the  event  of  a  stock
dividend, stock split or other change in corporate structure
or  capitalization affecting the Stock, the number and  kind
of  shares  of  stock or securities of  the  Company  to  be
subject  to options then outstanding or to be granted  under
the   Plan,  and  the  option  price,  and  other   relevant
provisions shall be appropriately adjusted by the Committee,
whose determination shall be binding on all persons.

5.   Eligibility for Options

     Directors  eligible to receive options under  the  Plan
("Eligible Directors") shall be those directors who are  not
employees of the Company or its subsidiaries.

6.   Terms and Conditions of Options

     (a)   Formula Options.  Following stockholder  approval
of  the Plan, each newly elected Eligible Director shall  be
awarded options to purchase up to 200 shares of Stock on the
date  of  his  or her first election (unless  such  Director
receives  formula  options under the  Company's  1997  Stock
Option Plan for Directors on such date). In addition, as  of
the close of business on the day of the final adjournment of
each annual meeting of stockholders commencing with the 2001
annual  meeting,  each  Eligible  Director  (other  than  an
Eligible  Director  first elected  as  a  director  at  such
meeting)  shall be awarded an option covering 200 shares  of
Stock.

     (b)   Discretionary  Options. The  Committee  may  also
award  options  to  purchase shares  of  Stock  to  Eligible
Directors on such terms as it may determine not inconsistent
with this Plan.

     (c)  Exercise Price. The exercise price of each formula
option  shall  be  not less than the fair market  value  per
share  of  the  Stock  at the time of the  grant.  For  this
purpose  "fair market value" shall mean the last sale  price
of  the shares of the Company's Common Stock as reported  on
the  New York Stock Exchange on the date of the grant (based
on   The   Wall   Street   Journal   report   of   composite
transactions), or if such stock is no longer listed on  such
Exchange, it shall have the same meaning as it does  in  the
provisions of the Internal Revenue Code of 1986 (the "Code")
and  the  regulations  thereunder  applicable  to  incentive
options.  The  exercise price of each  discretionary  option
shall be as determined by the Committee.

     (d)   Duration of options. The latest date on which  an
option may be exercised (the "Final Exercise Date") shall be
the  date  which is ten years from the date the  option  was
granted.

     (e)  Exercise of Options.

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          (1)   Each formula option shall become exercisable
     in increments of one half of the shares covered thereby
     on  each of the first and second anniversaries  of  the
     grant.   Each   discretionary   option   shall   become
     exercisable  at  such time or times  as  the  Committee
     shall determine.

          (2)   Any  exercise  of  an  option  shall  be  in
     writing,  signed by the proper person and delivered  or
     mailed  to  the Company, accompanied by (i)  an  option
     exercise notice and any other documents required by the
     Committee; and (ii) payment in full in accordance  with
     paragraph (f) below for the number of shares for  which
     the option is exercised.

          (3)  If any option is exercised by the executor or
     administrator of a deceased director, or by the  person
     or  persons to whom the option has been transferred  by
     the  director's will or the applicable laws of  descent
     and  distribution,  the  Company  shall  be  under   no
     obligation  to deliver Stock pursuant to such  exercise
     until  the Company is satisfied as to the authority  of
     the person or persons exercising the option.

          (4)   The  Company shall have the right to  settle
     any  option, and to terminate the rights of the  holder
     thereof, by paying to the option holder the excess  (if
     any)  of the fair market value of the Stock at the time
     of settlement over the purchase price.

        (f)  Payment  for  and  Delivery  of  Stock.   Stock
purchased  under the Plan shall be paid for as follows:  (i)
in cash (which payment may be made by personal check payable
to  the order of the Company); (ii) through the delivery  of
shares  of  Stock  having a fair market value  on  the  last
business  day  preceding the date of exercise equal  to  the
purchase  price; or (ii) by a combination of cash and  Stock
as provided in clauses (i) an (ii) above.

     An  option  holder  shall not  have  the  rights  of  a
stockholder with regard to awards under the Plan  except  as
to Stock actually received by him or her under the Plan.

     The  Company  shall  not be obligated  to  deliver  any
shares  of  Stock (i) until, in the opinion of the Company's
counsel,   all  applicable  federal  and  state   laws   and
regulations have been complied with; (ii) if the outstanding
Stock is at the time listed on any stock exchange, until the
shares to be delivered have been listed or authorized to  be
listed  on  such exchange upon official notice of  issuance;
and  (iii) until all other legal matters in connection  with
the  issuance and delivery of such shares have been approved
by  the Company's counsel. If the sale of Stock has not been
registered under the Securities Act of 1933, as amended, the
Company  may  require, as a condition  to  exercise  of  the
option,  such representations or agreements as  counsel  for
the  Company may consider appropriate to avoid violation  of
such  Act  and may require that the certificates  evidencing
such Stock bear an appropriate legend restricting transfer.

     (g)   Transferability  of  Options.   Unless  otherwise
determined by the Committee, options are transferable at any
time by a director.

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     (h)  Death.  If a director dies at a time he or she  is
entitled  to  exercise an option, then the portion  formerly
exercisable  by  the  director  may  be  exercised  by   the
director's  executor or administrator, or by the  person  to
whom the option is transferred under the applicable laws  of
descent and distribution, within three years of the death of
the  director, subject to earlier termination upon the Final
Exercise Date.

     (i)   Other  Termination  of Status  of  Director.  All
options  that  are  not then exercisable terminate  and  are
forfeited   automatically  upon  the  termination   of   the
director's service with the Company, unless the Committee or
the Board of Directors specifies otherwise. Options that are
exercisable on the date of termination shall continue to  be
exercisable until the earlier of (i) the 180th day following
the date of termination (or such later date as is determined
by  the  Committee or the Board) or (ii) the Final  Exercise
Date.

     (j)       Effect of Change of Control.  Notwithstanding
any  other provision of the Plan to the contrary, except  as
otherwise  explicitly provided by the Committee  in  writing
with  respect to a particular option at the time the  option
is  granted, in the event of a Change of Control (as defined
below):

           (1)  Acceleration of Options.  As of the date  on
     which  such  Change  of Control is determined  to  have
     occurred, options that are outstanding and that are not
     then  exercisable shall become exercisable to the  full
     extent of the original grants.

            (2)    Termination   of   Options   in   Certain
     Transactions.   If, as part of, or in connection  with,
     the  Change  of  Control,  there  occurs  a  merger  or
     consolidation in which the Company is not the surviving
     corporation  or  which results in  the  acquisition  of
     substantially all the Company's outstanding stock by  a
     person,  entity  or  group of persons  and/or  entities
     acting  in  concert  or  there  is  a  dissolution   or
     liquidation of the Company, options that are not cashed
     out  or  otherwise  disposed of  in  or  prior  to  the
     transaction will terminate.

           (3)  Restriction on Termination of Options Due to
     Termination   of  Employment.   Options   that   remain
     outstanding  after  a Change of Control  shall  not  be
     terminated  as  a  result  of  the  termination  of   a
     director's  service  with the Company,  other  than  by
     reason  of death, for a period of at least seven months
     following such termination of service.

          (4)  Restriction on Amendment.  In connection with
     or following a Change of Control, neither the Committee
     nor  the  Board  may impose additional conditions  upon
     exercise  or otherwise amend or restrict an option,  or
     amend  the  terms of the Plan in any manner adverse  to
     the holder thereof, without the written consent of such
     holder.

           (5)   Impact  on Pooling-of-Interests Accounting.
     Notwithstanding  the foregoing, if  any  right  granted
     pursuant  to this Section 6(j) would make a  Change  of
     Control transaction ineligible for pooling of interests
     accounting under applicable accounting principles  that
     but  for  this Section 6(j) would otherwise be eligible
     for such accounting treatment, the Committee shall have
     the  authority to substitute stock for the  cash  which

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     would  otherwise  be payable pursuant to  this  Section
     6(j) having a fair market value equal to such cash.

           (6)   Definition of Change of Control.  A "Change
     of  Control"  shall be deemed to have occurred  if  and
     when:

                (A)   The  Company ceases to be  a  publicly
          owned      corporation     having     at     least
          500 stockholders; or

                (B)   There  occurs any event or  series  of
          events that would be required to be reported as  a
          change  of control in response to Item 1(a)  on  a
          Form 8-K filed by the Company under the Securities
          Exchange Act of 1934, as amended, or in any  other
          filing  by  the  Company with the  Securities  and
          Exchange  Commission unless the person ("Person"),
          as  that term is defined or used in Section  13(d)
          or  14(d)(2) of the 1934 Act, acquiring control is
          an  affiliate  of the Company as of the  date  the
          Plan  is  approved by stockholders of the Company;
          or

                (C)   The  Company executes an agreement  of
          acquisition,   merger,  or   consolidation   which
          contemplates   that  after  the   effective   date
          provided for in the agreement all or substantially
          all  of  the business and/or assets of the Company
          will  be  controlled by another Person;  provided,
          however,  for  purposes of this  subparagraph  (C)
          that  (i)  if  such  an agreement  requires  as  a
          condition  precedent  approval  by  the  Company's
          shareholders  of the agreement or  transaction,  a
          Change  of  Control shall not be  deemed  to  have
          taken  place  unless and until  such  approval  is
          secured  and,  (ii) if the voting shareholders  of
          such  other  Person shall, immediately after  such
          effective date, be substantially the same  as  the
          voting  shareholders  of the  Company  immediately
          prior  to  such effective date, the  execution  of
          such agreement shall not, by itself, constitute  a
          "Change of Control"; or

                (D)   Any Person (other than the Company,  a
          majority-owned  subsidiary  of  the  Company,   an
          employee benefit plan maintained by the Company or
          a  majority-owned  subsidiary of  the  Company  or
          members  of  the  Board on the date  the  Plan  is
          approved  by stockholders of the Company)  becomes
          the   beneficial  owner,  directly  or  indirectly
          (either   as  a  result  of  the  acquisition   of
          securities  or as the result of an arrangement  or
          understanding, including the holding  of  proxies,
          with or among security holders), of securities  of
          the  Company representing 25% or more of the votes
          that could then be cast in an election for members
          of  the  Board  unless within  15  days  of  being
          advised   that  such  ownership  level  has   been
          reached, the Company's board of directors adopts a
          resolution approving the acquisition of that level
          of securities ownership by such Person; or

                (E)   During  any period of  24  consecutive
          months,  commencing after the date  this  Plan  is
          approved   by   stockholders   of   the   Company,
          individuals who at the beginning of such  24-month
          period  were directors of the Company shall

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          cease
          to  constitute at least a majority of  the  Board,
          unless the election of each director who was not a
          director at the beginning of such period has  been
          approved  in advance by directors representing  at
          least  two  thirds  of (i) the directors  then  in
          office who were directors at the beginning of  the
          24-month  period, or (ii) the directors  specified
          in  clause  (i) plus directors whose election  has
          been  so approved by directors specified in clause
          (i).

7.    Effect,  Discontinuance, Cancellation,  Amendment  and
Termination

     Neither  adoption of the Plan nor the grant of  options
to  a director shall affect the Company's right to grant  to
such  director or any director options that are not  subject
to  the Plan, to issue to such directors Stock as a bonus or
otherwise,  or  to  adopt other plans or arrangements  under
which Stock may be issued, or payments made, to directors.

     The  Committee  may  at  any time discontinue  granting
options  under the Plan. The Committee may at any  time,  or
times,  amend  the  Plan for the purpose of  satisfying  any
changes  in applicable laws or regulations or for any  other
purpose which may at the time be permitted by law, or may at
any  time  terminate the Plan as to any  further  grants  of
options,  provided  that  (except to  the  extent  expressly
required or permitted herein above) no such amendment shall,
without the approval of the stockholders of the Company, (a)
increase  the maximum number of shares available  under  the
Plan;  (b)  increase the number of options to be granted  to
Eligible  Directors;  (c) amend the definition  of  Eligible
Directors so as to enlarge the group of director eligible to
receive  options  under the Plan; (d) reduce  the  price  at
which options may be granted other than as permitted in  the
Plan; or (e) amend the provisions of this Section 7.