Exhibit 10(d)
                                                             of Form 10-K



































                          A. P. GREEN INDUSTRIES, INC.



                                   Corporate 

			

                       Management Incentive Award Program



                            Effective January 1, 1995























































                                      1

                          A. P. Green Industries, Inc.

                                     1995

                  Corporate Management Incentive Award Program









1.	PURPOSE OF PLAN



	The purpose of the A. P. Green Industries, Inc. Management
Incentive Award Plan is:  (a) to direct management efforts
toward unit or corporate goals and b) to offer awards for
performing above these goals.



2.	DEFINITIONS



	2.1	"Plan" means this Management Incentive Award Plan.



	2.2	"Company" means A. P. Green Industries, Inc., its division
and subsidiaries.



	2.3	"Corporate" refers to the administrative body of the
Company responsible for overall operations and management.



	2.4	"Board of Directors" means the Board of Directors of A. P.
Green Industries, Inc.



	2.5	"Committee" means the Compensation Committee of the Board
of Directors.



	2.6	"Employee" means any person, who is employed on a
permanent, full-time basis by, and receives a regular salary
from the Company.



	2.7	"Participant" means any employee eligible for an incentive
award hereunder.  To become eligible, an employee must be
recommended by the Chief Executive Officer and approved by the
Compensation Committee of the Board of Directors.



	2.8	"Plan year" means the fiscal year of the Company.



	2.9	"Operating Income" means Corporate Operating Income as
shown on Comparative Statement of Net Sales and Income, Form
F-M-001, adjusted for any extraordinary items.



	



	





                                       2













3.	ELIGIBILITY FOR INCENTIVE AWARDS





	3.1	Determination of Eligibility

		

		Eligibility is limited to key managers as approved by the
Committee.  Schedule I indicates managers eligible for 1995 plan
year participation.





	3.2	Date of Eligibility



		All participants designated in Schedule I are eligible to
participate as of January 1, 1995.  Any participant who is not
eligible as of January 1, 1995 but who becomes a participant
during the plan year will be eligible for a pro-rata award.





4.	DETERMINATION OF ANNUAL INCENTIVE AWARD





	4.1	Target Incentive



		A participant's target incentive shall be that percentage of
his base salary as established by the Compensation Committee of
the Board of Directors.





     4.2	Incentive Goal



		A participant's target incentive is achieved when the 	Company
meets its operating income goal of $            . 	Operating
income is defined in section 2.9.  No incentive will be paid for
performance at less than 67% of net earnings goals.



		When net earnings reach 67% of goal the plan target incentives
will be adjusted by three times the degree by which these
earnings fail to meet goal or double the degree by which these
earnings exceed goal.  The maximum allowable adjustment is 2.0.

























                                       3







Examples of target incentive awards resulting from selected
operating income levels are outlined in the table below.  Other
operating income levels will result in awards as described in
the formula above.

                                 

 Operating Income     Percent of Target  Percent of Target
	 (Millions)          Operating Income   Incentive Awarded

  	               	        0% - 67%             0%
	           	     	           80               40%
                       		     85               55%
                       		     90		             70%
	                    		 	     95               85%
              		        	    100              100%
                    		       125              150%
                  		         150              200%



	4.3	Discretionary Adjustments



	The Chief Executive Officer may increase or decrease incentive
payments by 25% for any Plan participant. Discretionary
adjustments will be based on such considerations as individual
contribution, special accomplishment, and additional
responsibility.  (Total incentive payment may not exceed 200% of
target incentive.)



5.	PAYMENT OF INCENTIVE AWARDS



	5.1	The incentive award of each participant shall be paid in
cash as soon as practical after the annual audit of the Company
and following approval of the Committee.  A participant must be
an employee of the Company at the conclusion of the fiscal year
in order to be eligible to receive an incentive award unless
otherwise provided in Section 6.2.



6.	ADMINISTRATION



	6.1	A new participant who begins participation during the plan
year will be eligible for a pro-rata incentive award from the
date of his/her entry in the Plan.



	6.2	In the case of death, total disability, or retirement, a
pro-rata incentive award shall be distributed based on actual
service during the plan year.



	6.3	Unless otherwise approved by the Chief Executive Officer,
any participant who resigns or is terminated during the plan
year except as provided for in paragraph 6.2, shall not be
entitled to any incentive award attributable to such plan year.





                                       4













	6.4	A participant who is employed as of the end of a plan year
shall be entitled to receive an incentive award regardless of
whether the participant resigns or is terminated between the end
of the plan year and the date the incentive awards are
distributed.



	6.5	Nothing herein shall be construed as an agreement or
commitment to employ any participant or to employ a participant
for any fixed period of time or constitutes a commitment by the
Company that any participant will continue to receive an
incentive award or will continue as a participant in the Plan.



7.	AMENDMENT OR TERMINATION OF PLAN



	The Committee reserves the right to amend the Plan from time to
time or to terminate the Plan entirely; provided, however, that
no amendment or termination of the Plan shall operate to cancel
or otherwise affect the rights of a participant or his
beneficiaries or legal representatives to payments in accordance
with this Plan with respect to awards determined prior to the
date of any such amendment or termination.



EFFECTIVE DATE



For 1995, this Plan is in effect as of January 1, 1995, and will
end on December 31, 1995. 

















































                                       5