Exhibit 10.8
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              TOUCHSTONE APPLIED SCIENCE ASSOCIATES, INC.

                       2000 STOCK INCENTIVE PLAN
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          1.   Purpose.  The purpose of the 2000 Stock Incentive
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Plan (the "Plan") is to aid the Company in attracting, retaining
and motivating officers, key employees, consultants and directors
by providing them with incentives for making significant contri-
butions to the growth and profitability of the Company.  The Plan
is designed to accomplish this goal by offering stock options and
other incentive awards, thereby providing Participants with a
proprietary interest in the growth, profitability and success of
the Company.

          2.   Definitions.
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          (a)  Award.  Any form of stock option, stock appreciation
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right, stock or cash award granted under the Plan, whether granted
singly, in combination or in tandem, pursuant to such terms,
conditions and limitations as the Committee may establish in order
to fulfill the objectives, and in accordance with the terms and
conditions, of the Plan.

          (b)  Award Agreement.  An agreement between the Company
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and a Participant setting forth the terms, conditions and
limitations applicable to an Award.

          (c)  Board.  The Board of Directors of Touchstone Applied
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Science Associates, Inc.

          (d)  Code.  The Internal Revenue Code of 1986, as amended
               ----
from time to time.

          (e)  Committee.  Such committee of the Board as may be
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designated from time to time by the Board to administer the Plan or
any subplan under the Plan.  Any such committee shall consist of
not less than two members of the Board who are not officers or
employees of the Company.

          (f)  Company.  Touchstone Applied Science Associates,
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Inc. and its direct and indirect subsidiaries.

          (g)  Exchange Act.  The Securities Exchange Act of 1934,
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as amended.

          (h)  1991 Plan.  The Company's Amended and Restated 1991
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Stock Option Incentive Plan, as amended.

          (i)  Fair Market Value.  If the Stock is listed on the
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New York Stock Exchange (or other national exchange), the average
of the high and low sale prices as reported on the New York Stock
Exchange (or such other exchange) or, if the Stock is not listed on
a national exchange, the closing price of the Stock in the over-the-
counter market, as reported by the National Association of
Securities Dealers through its Automated Quotation System or
otherwise, in either case for the date in question, provided that
                                                    --------
if no transactions in the Stock are reported for that date, the
average of the high and low sale prices or the closing price, as
appropriate, as so reported for the preceding day on which
transactions in the Stock were effected.

          (j)  Participant.  An officer, director or employee of
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the Company to whom an Award has been granted.

          (k)  Touchstone.  Touchstone Applied Science Associates, Inc.
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          (l)  Stock.  Authorized and issued or unissued shares of
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Common Stock, par value $.0001 per share, of Touchstone or any
security issued in exchange or substitution therefor.

          3.   Eligibility.  Only officers, key employees,
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consultants and directors who are also officers or employees of the
Company or who have been designated by the Board as eligible to
receive Awards are eligible to receive Awards under the Plan.  Key
employees are those employees who hold positions of responsibility
or whose performance, in the judgment of the Committee, can have a
significant effect on the growth and profitability of the Company.

          4.   Stock Available for Awards.  Subject to Section 14
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hereof, a total of 300,000 shares of Stock, plus such additional
number of shares as becomes available under the 1991 Plan by reason
of the forfeiture of awards granted thereunder or their
cancellation or expiration without exercise shall be available for
issuance pursuant to Awards granted under the Plan, provided,
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however, that the aggregate number of shares of Stock subject to
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options and upon which stock appreciation rights are based pursuant
to Awards hereunder shall not exceed 150,000 for any Participant
during any three consecutive fiscal-year periods beginning on or
after November 1, 2000.  From time to time, the Board and
appropriate officers of Touchstone shall file such documents with
governmental authorities and, if the Stock is listed on the New
York Stock Exchange (or other national exchange), with such stock
exchange, as are required to make shares of Stock available for
issuance pursuant to Awards and publicly tradeable.  Shares of
Stock related to Awards, or portions of Awards, that are forfeited,
canceled or terminated, expire unexercised, are surrendered in
exchange for other Awards, or are settled in cash in lieu of Stock
or in any other manner such that all or some of the shares of Stock
covered by an Award are not and will not be issued to a Par-
ticipant, shall be restored to the total number of shares of Stock
available for issuance pursuant to Awards, unless such Awards, or
portions thereof, are canceled in connection with an exchange for
options issued at a lower price or the holders of a majority of the
shares of Stock voting on such matter approve such exchange.

          5.   Administration.
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          (a)  General.  The Plan shall be administered by the
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Committee, which shall have full and exclusive power to (i) autho-
rize and grant Awards to persons eligible to receive Awards under
the Plan; (ii) establish the terms, conditions and limitations of
each Award or class of Awards, including terms, conditions and
limitations governing the extent (if any) to which the Award may be
assigned or transferred; provided that, Awards shall not be
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assignable or transferable to any person who is not at the time of
transfer a member of the Participant's immediate family or to any
entity that is not established for the benefit of, or wholly-owned
by, the Participant or a member or members of the Participant's
immediate family; (iii) construe and interpret the Plan and all
Award Agreements; (iv) grant waivers of Plan restrictions; (v)
adopt and amend such rules, procedures, regulations and guidelines
for carrying out the Plan as it may deem necessary or desirable;
and (vi) take any other action necessary for the proper operation
and administration of the Plan, all of which powers shall be
exercised in a manner consistent with the objectives, and in
accordance with the terms and conditions, of the Plan.  The
Committee's powers shall include, but shall not be limited to, the
authority to (A) adopt such subplans as may be necessary or appro-
priate (1) to provide for the authorization and granting of Awards
to promote specific goals or for the benefit of specific classes of
Participants, (2) to provide for grants of Awards by means of for-
mulae, standardized criteria or otherwise, or (3) for any other
purposes as are consistent with the objectives of the Plan, and to
segregate shares of Stock available for issuance under the Plan
generally as being available specifically for the purposes of one
or more subplans, and (B) subject to Section 11 hereof, adopt
modifications, amendments, rules, procedures, regulations, subplans
and the like as may be necessary or appropriate (1) to comply with
provisions of the laws of other countries in which the Company may
operate in order to assure the effectiveness of Awards granted
under the Plan and to enable Participants employed in such other
countries to receive advantages and benefits under the Plan and
such laws, (2) to effect the continuation, acceleration or
modification of Awards under certain circumstances, including
events which might constitute a Change in Control (as set forth in
Section 7 hereof) of Touchstone, or (3) for any other purposes as
are consistent with the objectives of the Plan.  All such
modifications, amendments, rules, procedures, regulations and
subplans shall be deemed to be a part of the Plan as if stated
herein.

          (b)  Committee Actions.  All actions of the Committee
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with respect to the Plan shall require the vote of a majority of
its members or, if there are only two members, by the vote of both.
Any action of the Committee may be taken by a written instrument
signed by a majority (or both members) of the Committee, and any
action so taken shall be as effective as if it had been taken by a
vote at a meeting.  All determinations and acts of the Committee as
to any matters concerning the Plan, including interpretations or
constructions of the Plan and any Award Agreement, shall be
conclusive and binding on all Participants and on any parties
validly claiming through any Participants.

          6.   Delegation of Authority.  The Committee may delegate
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to the Chief Executive Officer of Touchstone and to other executive
officers of the Company certain of its administrative duties under
the Plan, pursuant to such conditions or limitations as the Commit-
tee may establish, except that the Committee may not delegate its
authority with respect to (a) the selection of eligible persons as
Participants in the Plan, (b) the granting or timing of Awards,
(c) establishing the amount, terms and conditions of any such
Award, (d) interpreting the Plan, any subplan or any Award
Agreement or (e) amending or otherwise modifying the terms or
provisions of the Plan, any subplan or any Award Agreement.

          7.   Awards.  Subject to Section 4, the Committee shall
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determine the types and timing of Awards to be made to each
Participant and shall set forth in the related Award Agreement the
terms, conditions and limitations applicable to each Award.  Awards
may include, but are not limited to, those listed below in this
Section 7.  Awards may be granted singly, in combination or in
tandem, or in substitution for Awards previously granted under the
Plan.  Awards may also be made in combination or in tandem with, in
substitution for, or as alternatives to, grants or rights under any
other benefit plan of the Company, including any such plan of any
entity acquired by, or merged with or into, the Company.  Any such
Awards made in substitution for, or as alternatives to, grants or
rights under a benefit plan of an entity acquired by, or merged
with or into, the Company in order to give effect to the
transaction shall be deemed to be issued in accordance with the
terms and conditions of the Plan.  Awards shall be effected through
Award Agreements executed by the Company in such forms as are ap-
proved by the Committee from time to time.

          All or part of any Award may be subject to conditions
established by the Committee, and set forth in the Award Agreement,
which conditions may include, without limitation, achievement of
specific business objectives, increases in specified indices,
attainment of growth rates and other measurements of Company
performance.

          The Committee may determine to make any or all of the
following Awards:

          (a)  Stock options.  A grant of a right to purchase a
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specified number of shares of Stock at an exercise price not less
than 100% of the Fair Market Value of the Stock on the date of
grant, during a specified period, all as determined by the
Committee.  Without limitation, a stock option may be in the form
of (i) an incentive stock option which, in addition to being
subject to such terms, conditions and limitations as are es-
tablished by the Committee, complies with Section 422 of the Code,
provided that, no more than 300,000 shares of Stock in the
aggregate may be subject to options granted hereunder as incentive
stock options, or (ii) a non-qualified stock option subject to such
terms, conditions and limitations as are established by the Commit-
tee.

          (b)  Stock Appreciation Rights.  A right to receive a
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payment, in cash or Stock, equal to the excess of the Fair Market
Value (or other specified valuation) of a specified number of
shares of Stock on the date the stock appreciation right ("SAR") is
exercised over the Fair Market Value (or other specified valuation)
on the date of grant of the SAR, except that if a SAR is granted in
tandem with a stock option, valuations on the grant and exercise
dates shall be no less than as determined on the basis of Fair
Market Value.  The eventual amount, vesting or issuance of an SAR
may be subject to future service, performance standards and such
other restrictions and conditions as may be established by the
Committee.

          (c)  Stock Awards.  An Award made in Stock or denominated
               ------------
in units of Stock.  The eventual amount, vesting or issuance of a
Stock Award may be subject to future service, performance standards
and such other restrictions and conditions as may be established by
the Committee.  Stock Awards may be based on Fair Market Value or
another specified valuation.

          (d)  Cash Awards.  An Award made or denominated in cash.
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The eventual amount of a cash Award may be subject to future
service, performance standards and such other restrictions and
conditions as may be established by the Committee.

          Dividend equivalency rights, on a current or deferred
basis, may be extended to and be made part of any Award denominated
in whole or in part in Stock or units of Stock, subject to such
terms, conditions and restrictions as the Committee may establish.

          Notwithstanding the provisions of the paragraphs of this
Section 7, Awards may be subject to acceleration of exercisability
or vesting in the event of a Change in Control of Touchstone (i) as
set forth in agreements between Touchstone and certain of its
officers, directors and key employees which provide for certain
protections and benefits in the event of a change in control (as
defined in such agreements) or (ii) as may otherwise be determined
by the Committee under and in accordance with the terms and
conditions of the Plan.  "Change in Control" for purposes of the
Plan shall mean a change in control of Touchstone under such
circumstances as shall be specified by (x) the Committee or (y)
where applicable to any Awards granted under the Plan by such
agreements between Touchstone and a Participant as (1) may have
been entered into prior to the effective date of the Plan or (2)
shall be entered into after the effective date of the Plan with, to
the extent such an agreement is applicable to an Award, the ap-
proval of the Committee.  A "Change in Control" may, without
limitation, be deemed to have occurred if (A) any "person" or
"group" of persons (as the terms "person" and "group" are used in
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as
amended, and the rules thereunder) is or becomes the beneficial
owner, directly or indirectly, of securities of Touchstone
representing 30% or more of the combined voting power of the then
outstanding securities of Touchstone, or (B) a change of more than
25% in the composition of the Board occurs within a two-year
period, unless such change in composition was approved in advance
by at least two-thirds of the previous directors.

          8.   Payment under Awards.  Payment by the Company
               --------------------
pursuant to Awards may be made in the form of cash, Stock or
combinations thereof and may be subject to such restrictions as the
Committee determines, including, in the case of Stock, restrictions
on transfer and forfeiture provisions.  Stock subject to transfer
restrictions or forfeiture provisions is referred to herein as
"Restricted Stock".  The Committee may provide for payments to be
deferred, such future payments to be made in installments or by
lump-sum payment.  The Committee may permit selected Participants
to elect to defer payments of some or all types of Awards in
accordance with procedures established by the Committee to assure
that such deferrals comply with applicable requirements of the
Code.

          The Committee may also establish rules and procedures for
the crediting of interest on deferred cash payments and of dividend
equivalencies on deferred payments to be made in Stock or units of
Stock.

          At the discretion of the Committee, a Participant may be
offered an election to substitute an Award for another Award or
Awards, or for awards made under any other benefit plan of the
Company, of the same or different type.

          9.   Stock Option Exercise.  The price at which shares of
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Stock may be purchased upon exercise of a stock option shall be
paid in full, or arrangements acceptable to the Committee for
payment in full shall be made, at the time of the exercise, in cash
or, if permitted by the Committee, by (a) tendering Stock or
surrendering another Award, including Restricted Stock, or an
option or other award granted under another benefit plan of the
Company, in each case valued at, or on the basis of, Fair Market
Value on the date of exercise, (b) delivery of a promissory note
issued by a Participant to the Company pursuant to the terms and
conditions as determined by the Committee, or (c) any other means
acceptable to the Committee.  The Committee shall determine
acceptable methods for tendering Stock or surrendering other Awards
or grants and may impose such conditions on the use of Stock or
other Awards or grants to exercise a stock option as it deems
appropriate.  If shares of Restricted Stock are tendered as consid-
eration for the exercise of a stock option, the Committee may
require that the number of shares issued upon exercise of the stock
option equal to the number of shares of Restricted Stock used as
consideration therefor be subject to the same restrictions as the
Restricted Stock so surrendered and any other restrictions as may
be imposed by the Committee.  The Committee may also permit
Participants to exercise stock options and simultaneously sell some
or all of the shares of Stock so acquired pursuant to a brokerage
or similar arrangement which provides for the payment of the
exercise price substantially concurrently with the delivery of such
shares.

          10.  Tax Withholding.  The Company shall have the right
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to deduct applicable taxes from any Award payment or shares of
Stock receivable under an Award and to withhold an appropriate
number of shares of Stock for payment of taxes required by law or
to take such other action as may be necessary in the opinion of the
Company to satisfy all tax withholding obligations.  In addition,
the Committee may permit Participants to elect to (a) have the
Company deduct applicable taxes resulting from any Award payment
to, or exercise of an Award by, such Participant by withholding an
appropriate number of shares of Stock for payment of tax obli-
gations or (b) tender to the Company for the purpose of satisfying
tax payment obligations other Stock held by the Participant.  If
the Company withholds shares of Stock to satisfy tax payment
obligations, the value of such Stock in general shall be its Fair
Market Value on the date of the Award payment or the date of
exercise of an Award, as the case may be.  If a Participant tenders
shares of Stock pursuant to clause (b) above to satisfy tax payment
obligations, the value of such Stock shall be the Fair Market Value
on the date the Participant tenders such Stock to the Company.

          11.  Amendment, Modification, Suspension or Termination
               --------------------------------------------------
of the Plan.  The Board may amend, modify, suspend or terminate the
-----------
Plan, or adopt subplans under the Plan, (a) for the purpose of
meeting or addressing any changes in any applicable tax, securities
or other laws, rules or regulations, or (b) for any other purpose
permitted by law.  Subject to changes in law or other legal
requirements that would permit otherwise, the Plan may not be
amended without the approval of the stockholders to (i) increase
materially the aggregate number of shares of Stock that may be
issued under the Plan (except for any increase resulting from
adjustments pursuant to Section 14 hereof), (ii) increase the
aggregate number of shares that may be issued to any individual
Participant pursuant to options, or which are used as a basis of
SARs granted under the Plan, or (iii) modify materially the
requirements as to eligibility for participation in the Plan.
Further, the Plan may not be amended in a manner that would alter,
impair, amend, modify, suspend or terminate any rights of a Parti-
cipant or obligation of the Company under any Awards theretofore
granted, in any manner adverse to any such affected Participant,
without the consent of such affected Participant.

          12.  Termination of Employment.  Except as otherwise set
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forth in an applicable Award Agreement or determined by the
Committee, or as otherwise provided in paragraph (a) or (b) of this
Section 12, if a Participant's employment by or association with
the Company terminates, all unexercised, deferred and unpaid Awards
(or portions of Awards) shall be canceled immediately.

          (a)  Retirement, Resignation or Other Termination.  If a
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Participant's employment or association with the Company terminates
by reason of the Participant's retirement or resignation, or for
any other reason (other than the Participant's death or
disability), the Committee may, under circumstances in which it
deems an exception from the provisions of the first sentence of
this Section 12 to be appropriate to carry out the objectives of
the Plan and to be consistent with the best interests of the
Company, permit Awards to continue in effect and be exercisable or
payable beyond the date of such termination, up until the
expiration date specified in the applicable Award Agreement and
otherwise in accordance with the terms of the applicable Award
Agreement, and may accelerate the exercisability or vesting of any
Award, in either case, in whole or in part.

          (b)  Death or Disability.
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                   (i)     In the event of a Participant's death, the
  Participant's estate or beneficiaries shall have a period, not
  extending beyond the expiration date specified in the
  applicable Award Agreement (except as otherwise provided in
  such Award Agreement), within which to exercise any
  outstanding Award held by the Participant, as may be specified
  in the Award Agreement or as may otherwise be determined by
  the Committee.  All rights in respect of any such outstanding
  Awards shall pass in the following order: (A) to beneficiaries
  so designated in writing by the Participant; or if none, then
  (B) to the legal representative of the Participant; or if
  none, then (C) to the persons entitled thereto as determined
  by a court of competent jurisdiction.  Awards so passing shall
  be exercised or paid at such times and in such manner as if
  the Participant were living, except as otherwise provided in
  the applicable Award Agreement or as determined by the
  Committee.

                  (ii)     If a Participant ceases to be employed by or
  associated with the Company because the Participant is deemed
  by the Company to be disabled, outstanding Awards held by the
  Participant may be paid to or exercised by the Participant, if
  legally competent, or by a committee or other legally
  designated guardian or representative if the Participant is
  legally incompetent, for a period, not extending beyond the
  expiration date specified in the applicable Award Agreement
  (except as otherwise provided in such Award Agreement),
  following the termination of his or her employment by or
  association with the Company, as may be specified in the Award
  Agreement or as may otherwise be determined by the Committee.

                 (iii)     After the death or disability of a Participant,
  the Committee may at any time (A) terminate restrictions with
  respect to Awards held by the Participant, (B) accelerate the
  vesting or exercisability of any or all installments and
  rights of the Participant in respect of Awards held by the
  Participant, and (C) instruct the Company to pay the total of
  any accelerated payments under the Awards in a lump sum to the
  Participant or to the Participant's estate, beneficiaries or
  representatives, notwithstanding that, in the absence of such
  termination of restrictions or acceleration of payments, any
  or all of the payments due under the Awards might ultimately
  have become payable to other beneficiaries.

                  (iv)     In the event of uncertainty as to the in-
  terpretation of, or controversies concerning, paragraph (b) of
  this Section 12, the Committee's determinations shall be
  binding and conclusive on all Participants and any parties
  validly claiming through them.

       13.  Nonassignability.
            ----------------

       (a)  Except as the Committee may expressly provide
otherwise in or with respect to an Award Agreement, in each case in
accordance with paragraph (a)(ii) of Section 5 hereof, and except
as provided in paragraphs (a) and (b) of Section 12 hereof and
paragraph (b) of this Section 13, no Award or any other benefit
under the Plan, or any right with respect thereto, shall be assign-
able or transferable, or payable to or exercisable by, anyone other
than the Participant to whom it is granted.

       (b)  If a Participant's employment by or association with
the Company terminates in order for such Participant to assume a
position with a governmental, charitable or educational agency or
institution, and the Participant retains Awards pursuant to
paragraph (a) of Section 12 hereof, the Committee, in its
discretion and to the extent permitted by law, may authorize a
third party (including, without limitation, the trustee of a
"blind" trust), acceptable to the applicable authorities, the
Participant and the Committee, to act on behalf of the Participant
with respect to such Awards.

       14.  Adjustments.  In the event of any change in the
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outstanding Stock by reason of a stock split, stock dividend,
combination or reclassification of shares, recapitalization,
merger, consolidation  or similar event, the Committee shall adjust
proportionally (a) the number of shares of Stock (i) reserved under
the Plan, (ii) available for options or other Awards and available
for issuance pursuant to options, or upon which SARs may be based,
for individual Participants and (iii) covered by outstanding Awards
denominated in Stock or units of Stock; (b) the prices related to
outstanding Awards; and (c) the appropriate Fair Market Value and
other price determinations for such Awards.  In the event of any
other change affecting the Stock or any distribution (other than
normal cash dividends) to holders of Stock, such adjustments as may
be deemed equitable by the Committee, including adjustments to
avoid fractional shares, shall be made to give proper effect to
such event.  In the event of a corporate merger, consolidation,
acquisition of property or stock, separation, reorganization or
liquidation, the Committee shall be authorized to issue or assume
stock options or other awards, whether or not in a transaction to
which Section 424(a) of the Code applies, by means of substitution
of new stock options or Awards for previously issued stock options
or awards or an assumption of previously issued stock options or
awards.

       15.  Notice.  Any written notice to Touchstone required
            ------
by any of the provisions of the Plan shall be addressed to the
Committee, c/o the Secretary of Touchstone, and shall become
effective when received by the Secretary.

       16.  Unfunded Plan.  Insofar as the Plan provides for
            -------------
Awards of cash or Stock, the Plan shall be unfunded unless and
until the Board or the Committee otherwise determines.  Although
bookkeeping accounts may be established with respect to
Participants who are entitled to cash, Stock or rights thereto
under the Plan, any such accounts shall be used merely as a
bookkeeping convenience.  Unless the Board otherwise determines,
(a) the Company shall not be required to segregate any assets that
may at any time be represented by cash, Stock or rights thereto,
nor shall the Plan be construed as providing for such segregation,
nor shall the Company, the Board or the Committee be deemed to be
a trustee of any cash, Stock or rights thereto to be granted under
the Plan; (b) any liability of the Company to any Participant with
respect to a grant of cash, Stock or rights thereto under the Plan
shall be based solely upon any contractual obligations that may be
created by the Plan and an Award Agreement; (c) no such obligation
of the Company shall be deemed to be secured by any pledge or other
encumbrance on any property of the Company; and (d) neither the
Company, the Board nor the Committee shall be required to give any
security or bond for the performance of any obligation that may be
created by or pursuant to the Plan.

       17.  Payments to Trust.  Notwithstanding the provisions
            -----------------
of Section 16 hereof, the Board or the Committee may cause to be
established one or more trust agreements pursuant to which the
Committee may make payments of cash, or deposit shares of Stock,
due or to become due under the Plan to Participants.

       18.  No Right to Employment.  Neither the adoption of the
            ----------------------
Plan nor the granting of any Award shall confer on any Participant
any right to continued employment by or association with the
Company or in any way interfere with the Company's right to
terminate the employment or association of any Participant at any
time, with or without cause, and without liability therefor.
Awards, payments and other benefits received by a Participant under
the Plan shall not be deemed a part of the Participant's regular,
recurring compensation for any purpose, including, without
limitation, for the purposes of any termination indemnity or sever-
ance pay law of any jurisdiction.

       19.  Governing Law.  The Plan and all determinations made
            -------------
and actions taken pursuant hereto, to the extent not otherwise
governed by the Code or the securities laws of the United States,
shall be governed by and construed under the laws of the State of
Delaware.

       20.  Effective and Termination Dates.  The Plan, and any
            -------------------------------
amendment hereof requiring stockholder approval, shall become
effective as of the date of its approval by the stockholders of
Touchstone by the affirmative vote of a majority of the votes cast
at a stockholders' meeting at which the approval of the Plan (or
any such amendment) is considered, provided that the total vote
                                   --------
cast represents over 50% of all shares entitled to vote on the
proposal.  The Plan shall terminate ten years after its initial
effective date, subject to earlier termination by the Board
pursuant to Section 11 hereof, except as to Awards then
outstanding.