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                                 EXHIBIT 10 (Z)

                             MARTIN INDUSTRIES, INC.

            AMENDED AND RESTATED 1994 NONQUALIFIED STOCK OPTION PLAN


                                    ARTICLE I

                                   DEFINITIONS

SECTION 1.1   DEFINITIONS

       As used herein, the following terms shall have the meanings hereinafter
set forth unless the context clearly indicates to the contrary:

              (a)    "Company" shall mean Martin Industries, Inc., a Delaware
corporation.

              (b)    "Board" shall mean the Board of Directors of the Company.

              (c)    "Compensation Committee" shall mean the Compensation
Committee of the Board, as the same may be constituted from time to time.

              (d)    "Grants and Awards Committee" shall mean a committee of the
Board of Directors that is composed solely of two or more "Non-Employee
Directors," as such term is defined in Rule 16b-3 of the General Rules and
Regulations promulgated under the Exchange Act.

              (e)    "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended.

              (f)    "Fair Market Value" shall mean, if applicable, the closing
price per share of the Stock on the principal United States securities exchange
registered under the Securities Exchange Act of 1934 on which such Stock is sold
in the regular way; or the last sales price per share of the Stock quoted on an
automated quotation system of a registered securities association on which such
Stock is sold in a regular way; or if the Stock is not registered or traded in
such a manner that such quotations are available, the Fair Market Value shall be
deemed to be the fair value per share of Stock determined in good faith by the
Board or the Committee as of a date which is within 30 days of the date as of
which the determination is to be made.


              (g)    "Stock," with respect to each share to which that term
refers, shall mean one (1) share of Common Stock, par value $0.01 per share, of
the Company now authorized; any other shares of the Stock of the Company
hereafter authorized; and securities of the Company which, under any conditions,
will be converted into or exchanged for any such Stock.

              (h)    "Option" shall mean an option to purchase Stock granted
pursuant to the provisions of Article VI hereof.

              (i)    "Optionee" shall mean a director, officer, or key
management employee of the Company or any of its subsidiaries to whom an Option
has been granted hereunder.

              (j)    "Insider" shall mean an individual who is required to file
reports of beneficial ownership and changes in beneficial ownership with the
Securities and Exchange Commission under Section 16 of the Exchange Act.

              (k)    "Plan" shall mean the Martin Industries, Inc. 1994
Nonqualified Stock Option Plan, the terms of which are set forth herein.

              (l)    "Stock Option Agreement" shall mean the agreement between
the Company and the Optionee under which the Optionee may purchase Stock
hereunder.


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                                   ARTICLE II

                                    THE PLAN

SECTION 2.1   NAME

        This Plan shall be known as the "Martin Industries, Inc. 1994
Nonqualified Stock Option Plan."

SECTION 2.2   PURPOSE

        The purpose of the Plan is to advance the interests of the Company and
its stockholders by affording to directors (including nonemployee directors),
officers and key management personnel of the Company and its subsidiaries an
opportunity to acquire or increase their proprietary interest in the Company by
the grant to such directors, officers and key management personnel of Options
under the terms set forth herein and to align the interests of the stockholders
of the Company with the interests of said directors, officers and key management
employees. The purpose of the Plan is also to provide compensation to selected
directors, officers and key management personnel for past services rendered to
the Company or its subsidiaries. By thus compensating such directors, officers
and key management personnel and encouraging them to become owners of Stock of
the Company, the Company seeks to compensate, motivate, incentivize, retain, and
attract those highly competent individuals upon whose judgment, initiative,
leadership, and continued efforts the successful conduct of the business
operations of the Company is largely dependent.


SECTION 2.3   EFFECTIVE DATE

        The Plan was adopted by the Board of Directors and became effective as
of October 18, 1994 (the "Effective Date"), and was ratified and approved by the
stockholders of the Company on April 7, 1995.

                                   ARTICLE III

                                  PARTICIPANTS

SECTION 3.1   ELIGIBILITY

        Except as otherwise provided herein, any director (including any
nonemployee director) or officer of the Company or its subsidiaries, or any key
management employee of the Company or its subsidiaries, shall be eligible to
participate in the Plan. Subject to the express provisions of the Plan, the
Compensation Committee may grant Options, and, as the case may be, the Grants
and Awards Committee may approve such grant, to any eligible director, officer
or key management employee of the Company or its subsidiaries in accordance with
such determinations as the Compensation Committee and the Grants and Awards
Committee from time to time in their sole discretion shall make.


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                                   ARTICLE IV

                                 ADMINISTRATION

SECTION 4.1   DUTIES AND POWERS OF THE COMPENSATION COMMITTEE AND THE GRANTS AND
              AWARDS COMMITTEE

        The Plan shall be administered by the Compensation Committee, except
that any action taken with respect to grants and awards of securities to and
other acquisitions of securities by Insiders under the Plan shall be taken by
the Compensation Committee only if all of the members of the Compensation
Committee meet the definition of a "non-employee director" under Rule
16b-3(b)(3) under the Exchange Act. If all of the members of the Compensation
Committee are not "non-employee directors," such action shall be taken by a
committee or subcommittee of two (2) or more members, all of whom are
"non-employee directors." Subject to the foregoing and the express provisions of
the Plan, the Compensation Committee shall have the discretion and authority to
determine from among eligible directors, officers and key management employees
those to whom and the time or times at which Options may be granted, the number
of shares of Stock to be subject to each Option, the exercise price of each
Option, and the period for the exercise of such Option, which need not be the
same for each grant hereunder. Subject to the express provisions of the Plan,
the Compensation Committee shall have complete authority to interpret the Plan,
to prescribe, amend, and rescind rules and regulations relating to it, to
determine the details and provisions of each Stock Option Agreement, and to make
all other determinations necessary or advisable in the administration of the
Plan.

SECTION 4.2   MAJORITY RULE

        A majority of the members of the Compensation Committee shall constitute
a quorum, and any action taken by a majority present at a meeting at which a
quorum is present or any action taken without a meeting evidenced by a writing
executed by all of the members of the committee shall constitute the action of
the committee. Grants of Options to members of the Grants and Awards Committee
shall be further approved by the majority of the remaining members of the Board
of the Company.

SECTION 4.3   COMPANY ASSISTANCE

        The Company shall supply full and timely information to the Compensation
Committee and the Grants and Awards Committee on all matters relating to
eligible directors, officers and key management employees, their employment,
death, retirement, disability, or other termination of employment, and such
other pertinent facts as the said committees may require. The Company shall
furnish the Compensation Committee and the Grants and Awards Committee with such
clerical and other assistance as is necessary in the performance of their
duties.

                                    ARTICLE V

                         SHARES OF STOCK SUBJECT TO PLAN

SECTION 5.1   LIMITATIONS

        The number of shares of Stock which may be issued and sold hereunder
shall not exceed 262,500 shares of Stock, subject to adjustment pursuant to the
provisions of Section 5.3 hereof. Such shares may be either authorized and
unissued shares or shares issued and thereafter acquired by the Company, and
such amount of shares shall be and is hereby reserved for issuance pursuant to
this Plan. Any of such shares which may remain unsold and which are not subject
to outstanding Options at the termination of the Plan shall cease to be reserved
for the purpose of the Plan, but until the termination of the Plan, the Company
shall at all times reserve a sufficient number of shares to meet the
requirements of the Plan.


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SECTION 5.2   OPTIONS GRANTED UNDER PLAN

        Shares of Stock with respect to which an Option granted hereunder shall
have been exercised shall not again be available for grant hereunder. If Options
granted hereunder shall expire, terminate, or be canceled for any reason without
being wholly exercised, new Options may be granted hereunder covering the number
of shares to which such Option expiration, termination or cancellation relates.

SECTION 5.3   ANTIDILUTION

        In the event that the outstanding shares of Stock hereafter are
increased, decreased or changed into or exchanged for a different number or kind
of shares or other securities of the Company by reason of merger, consolidation,
reorganization, recapitalization, reclassification, combination of shares, stock
split, or stock dividend after the effective date of the Plan,

              (a)    the aggregate number and kind of shares subject to Options
which may be granted hereunder shall be adjusted appropriately; and

              (b)    rights under outstanding Options granted hereunder, both as
to the number of subject shares and the Option price, shall be adjusted
appropriately.

        In the event of a dissolution or liquidation of the Company, the Options
granted hereunder shall terminate; provided, however, that the Optionees shall
have the right for a period of thirty (30) days prior to such dissolution or
liquidation to exercise outstanding Options in full without regard to any
installment exercise provisions and whether the Option by its terms is at such
time immediately exercisable in full, to the extent it shall not have been
exercised. In the event of (i) any merger, consolidation or combination
involving the Company, other than (A) any merger, consolidation or combination
that is solely for the purpose of changing the domicile of the Company, and (B)
any merger, consolidation or combination that would result in the holders of the
voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by the securities remaining outstanding or by
being converted into voting securities of the surviving entity) more than fifty
percent (50%) of the combined voting power of the voting securities of the
Company (or such surviving entity) outstanding immediately after such merger,
consolidation or combination, or (ii) any sale of substantially all the assets
of the Company or a sufficient amount of Stock in the Company (whether by tender
offer, original issuance, or a single or series of related stock purchase and
sale agreements and/or transactions) sufficient to confer on the purchaser or
purchasers thereof (whether individually or in a group) the ability to elect a
majority of the Board of Directors of the Company, the Optionee shall have the
right, immediately prior to such merger, consolidation, combination, or asset or
stock sale to exercise outstanding Options in full, without regard to any
installment exercise provisions and whether the Option by its terms is at such
time immediately exercisable in full, to the extent that it shall not have been
exercised. In the event of a transaction of the nature described in (i) above
(including, without limitation, in (i)(A) and (i)(B) above), nothing contained
herein shall prevent the Board and the Board of Directors of the surviving
corporation and/or the acquiring corporation from converting an Option into an
option to purchase stock in the surviving or acquiring corporation on a fair and
equitable basis. In the event of a transaction described in (i) (including,
without limitation, in (i)(A) and (i)(B)) and (ii) above, the Board shall be
entitled in its discretion to require Optionees either to exercise their Options
prior to such transactions becoming effective or to forfeit them in the absence
of such an exercise.

        The foregoing adjustments and the manner of application of the foregoing
provisions shall be determined solely by the Committee, and any such adjustment
shall provide for the elimination of fractional share interests.


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                                   ARTICLE VI

                                    OPTIONS

SECTION 6.1   OPTION GRANT AND AGREEMENT

        (a)    Each Option granted hereunder shall be evidenced by a Stock
Option Agreement dated as of the date of grant and executed by the Company and
the Optionee, which Agreement shall set forth such terms and conditions as may
be determined by the Committee consistent with the Plan.

        (b)    In the event that an Optionee elects to exercise any Option under
the Plan by tendering Stock (rather than cash) to the Company pursuant to
Section 6.4 below, the Committee is authorized (but not required) to grant such
Optionee additional Options with respect to a number of shares of Stock equal to
the number of shares so tendered, and having terms and conditions identical in
all respects to the Options so exercised, except that the exercise price of such
newly issued Options shall be equal to the Fair Market Value of the Stock as of
the date of such tender.

SECTION 6.2   OPTION PRICE

        The per share price of the Stock subject to each Option shall be
determined by the Compensation Committee in the exercise of its discretion, with
due consideration for the compensation and incentive purposes of this Plan, but
said per share price shall not be less than the greater of (i) the par value of
the Stock on the date the Option is granted or any time during which the Option
is exercisable, or (ii) 85% of the Fair Market Value of the Stock on the date of
grant.

SECTION 6.3   OPTION PERIOD

        Each Option granted hereunder must be granted within ten years from the
Effective Date of the Plan. The period for the exercise of each Option shall be
determined by the Compensation Committee, but in no instance shall such period
exceed ten years. During any period in which the Company has a class of equity
securities registered under Section 12 of the Exchange Act, Options granted to
any officer ( as defined at Rule 16a-1(f) promulgated under the Exchange Act) of
director of the Company shall not be exercisable within the first six months
after the date of grant, except in the case of the termination of an Optionee's
employment on account of total and permanent disability or death or unless it
should become exercisable upon a change of control of the Company pursuant to
Section 5.3 hereof, in each case where the exercise thereof would not cause a
violation of Section 16(b) of the Exchange Act. The foregoing notwithstanding,
the Compensation Committee in its discretion may provide for a shorter, or no,
holding period prior to the exercise of an Option or may accelerate the times
when Options are exercisable after the initial grant thereof, subject, in the
case of Options of Insiders, to approval by the Grants and Awards Committee, if
necessary; provided, however, that the Compensation Committee or the Grants and
Awards Committee may not exercise such power in a manner that would shorten the
initial six-month period for officers and directors of the Company referred to
in the foregoing sentence if it would permit a violation of Section 16(b) of the
Exchange Act.

SECTION 6.4   OPTION EXERCISE

              (a)    Options may be exercised with respect to whole shares only,
for such shares of Stock and within the period permitted by the exercise thereof
as determined by the Compensation Committee (and, with respect to Options of
Insiders, if necessary, as approved by the Grants and Awards Committee), and
shall be exercised by written notice of intent to exercise the Option with
respect to a specified number of shares delivered to the Company at its
principal office in the State of Alabama, and payment in full to the Company at
said office of the amount of the Option price for the number of shares of Stock
with respect to which the Option is then being exercised.

              (b)    The Option price upon exercise of any Option shall be
payable to the Company in full either (i) in cash or its equivalent, (ii) by
tendering shares of previously acquired Stock which has been held by the


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Optionee for a minimum of six months prior to such exercise, and having a Fair
Market Value as of the business day immediately preceding the date of exercise
equal to the total Option price, or (iii) by a combination of (i) and (ii). Any
shares of Stock received by the Company pursuant to this Section 6.4(b) shall be
held by the Company as treasury shares.

              (c)    No Option granted hereunder shall be exercisable unless at
all times during the period beginning on the date of the granting of such Option
and ending on the day which is three months before the date of exercise (or
ending on the day which is twelve months before the date of exercise in the
event of the total and permanent disability or death of an Optionee) the
Optionee was a director, officer or full-time employee of either the Company or
a subsidiary of the Company, or a corporation (or parent or subsidiary of such
corporation) issuing or assuming such Option in accordance with the terms of
this Plan.

SECTION 6.5   NONTRANSFERABILITY OF OPTION

        No Option shall be transferred by an Optionee otherwise than by will or
the laws of descent and distribution. During the lifetime of an Optionee, the
Option shall be exercisable only by the Optionee.


SECTION 6.6   EFFECT OF DEATH OR OTHER TERMINATION OF EMPLOYMENT

              (a)    In the event that the employment or directorship of an
Optionee to whom an Option shall have been granted shall be terminated for any
reason other than for cause (as defined below), death or disability, such Option
may be exercised (to the extent that the Optionee shall have been entitled to do
so at the date of his termination) by such Optionee at any time prior to the
expiration date of the Option or within three months after the date of such
termination, whichever is earlier, but only to the extent such Optionee had the
right to exercise such Option at the date of such termination.

              (b)    If the employment or directorship of an Optionee to whom an
Option shall have been granted is terminated for cause, as defined below, such
Option shall terminate immediately upon such termination. For purposes of this
Section 6.6, the term "for cause" shall be defined as a good faith express
determination by the Board that the Optionee has been guilty of willful
misconduct or dishonesty, a good faith express determination by the Board that
the Optionee has been grossly derelict in or has breached or has grossly
neglected the Optionee's duty to the Company or upon the Optionee's voluntarily
leaving the employment of the Company and thereafter becoming employed by or
associated directly or indirectly with a firm or entity which, in the good faith
determination by the Board, is in direct competition with the Company and/or one
or more of its subsidiaries.

              (c)    If an Optionee to whom an Option shall have been granted
shall die or become totally and permanently disabled (as defined in Section
72(m)(7) of the Internal Revenue Code of 1986, as amended (the "Code"), or as
determined by the Compensation Committee in its discretion), while he is
employed by or a director of the Company or its subsidiaries, such Option may be
exercised (to the extent that the Optionee would otherwise have been entitled to
do so at the date of his death or disability) by such Optionee, his personal
representatives, the executor or administrator of the estate of the Optionee, or
the person or persons to whom an Option granted hereunder shall have been
validly transferred pursuant to a will or the laws of descent and distribution,
at any time prior to the expiration date of the Option or within twelve months
after the date of such death or disability, whichever shall first occur.

              (d)    No transfer of an Option by the Optionee by will or by the
laws of descent and distribution shall be effective to bind the Company unless
the Company shall have been furnished with written notice thereof and an
authenticated copy of the will and/or such other evidence as the Committee may
deem necessary to establish the validity of the transfer and the acceptance by
the transferee or transferees of the terms and conditions of such Option.

              (e)    Section 6.4(c) above notwithstanding, the Compensation
Committee may, in its sole discretion, either at the date of the execution of a
Stock Option Agreement or at any time thereafter, increase the


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amount of time during which an Optionee or his personal representative,
executor, administrator or other legatee or devisee may exercise such Option
following such Optionee's termination other than for cause as set forth in
Sections 6.6 (a) and (c) above; provided, however, that in the case of Options
of Insiders, any such increase in the amount of time during which said Option
may be exercised may require the approval of the Grants and Awards Committee.
The Compensation Committee may also, in its sole discretion, require as a
condition to the exercise of an Option and/or the purchase of shares of stock
thereunder whatever assurances it deems reasonable that the Option has not and
will not meet the definition of "for cause" set forth in Section 6.6 (b) above.

SECTION 6.7   RIGHTS AS STOCKHOLDER

        An Optionee or a transferee of an Option shall have no rights as a
stockholder with respect to any shares subject to such Option prior to the
purchase of such shares by exercise of such Option as provided herein.

                                   ARTICLE VII

                               STOCK CERTIFICATES

SECTION 7.1   STOCK CERTIFICATES

        The Company shall not be required to issue or deliver any certificate
for shares of Stock purchased upon the exercise of an Option granted hereunder
or any portion thereof, prior to fulfillment of all of the following conditions:

              (a)    the completion of any registration or other qualification
of such shares under any federal or state law or under the rulings or
regulations of the Securities and Exchange Commission or any other governmental
regulatory body, which the Compensation Committee shall in its sole discretion
deem necessary or advisable;

              (b)    the obtaining of any approval or other clearance from any
federal or state governmental agency which the Compensation Committee shall in
its sole discretion determine to be necessary or advisable;

              (c)    the lapse of such reasonable period of time following the
exercise of the Option as the Compensation Committee from time to time may
establish for reasons of administrative convenience;

              (d)    the compliance with any and all applicable federal, state
or local laws; and

              (e)    such other terms and conditions as may be set forth in the
Plan.

The Company shall further be entitled to place whatever legends on such
certificate as it shall deem reasonably necessary or appropriate.

                                  ARTICLE VIII

              TERMINATION, AMENDMENT, AND MODIFICATION OF THE PLAN

        The Board may at any time terminate, and may at any time and from time
to time and in any respect amend or modify, the Plan; provided, however, that no
such action of the Board without approval of the stockholders of the Company may

              (a)    increase the total number of shares of Stock subject to the
Plan except as contemplated in Section 5.3 hereof;


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              (b)    materially modify the requirements as to those persons who
are eligible to participate in the Plan; and

provided, further, that no termination, amendment, or modification of the Plan
shall in any manner affect any Stock Option Agreement theretofore entered into
pursuant to the Plan without the consent of the Optionee or valid transferee of
the Option.

                                   ARTICLE IX

                                  MISCELLANEOUS

SECTION 9.1   EMPLOYMENT

        Nothing in the Plan or in any Option granted hereunder or in any Stock
Option Agreement relating thereto shall confer upon any employee the right to
continue in the employ of the Company or any of its subsidiaries.

SECTION 9.2   OTHER COMPENSATION PLANS

        The adoption of the Plan shall not affect any other stock option or
incentive or other compensation plans in effect for the Company or any of its
subsidiaries, nor shall the Plan preclude the Company from establishing any
other forms of incentive or other compensation for employees of the Company or
any of its subsidiaries.

SECTION 9.3   PLAN BINDING ON SUCCESSORS

        The Plan shall be binding upon the successors and assigns of the
Company.

SECTION 9.4   SINGULAR, PLURAL; GENDER

        Whenever used herein, nouns in the singular shall include the plural,
and the masculine pronoun shall include the feminine gender.

SECTION 9.5   HEADINGS, ETC., NO PART OF PLAN

        Headings of Articles and Sections hereof are inserted for convenience
and references; they constitute no part of the Plan.

SECTION 9.6   INVESTMENT REPRESENTATION

        Each Stock Option Agreement shall contain an agreement that, upon demand
by the Compensation Committee for such a representation, the Optionee shall
deliver to the Compensation Committee at the time of any exercise of an Option a
written representation that the shares of Stock to be acquired upon such
exercise are to be acquired for investment and not for resale or with a view to
the distribution thereof. Upon such demand, delivery of such representation
prior to the delivery of any shares issued upon exercise of an Option and prior
to the expiration of the Option period shall be a condition precedent to the
right of the Optionee or such other persons to purchase any such shares.


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SECTION 9.7   COMPLIANCE WITH SECTION 16

        During any period in which the Company has a class of equity securities
registered under Section 12 of the Exchange Act, and with respect to persons
subject to Section 16 of the Exchange Act, transactions under this Plan are
intended to comply with all applicable provisions of Section 16 of the Exchange
Act and the rules promulgated thereunder (including, without limitation, Rule
16b-3) or their successors under the Exchange Act. To the extent any provision
of the Plan or any Stock Option Agreement or any action by the Grants and Awards
Committee or the Compensation Committee fails to so comply, it shall be deemed
null and void, to the extent permitted by law and deemed advisable by the
committee, and it shall be restructured to the extent deemed advisable by the
committee so to comply.

SECTION 9.8   COMPLIANCE WITH OTHER LAWS AND REGULATIONS

        The Plan, the grant and exercise of Options hereunder, and the
obligation of the Company to sell and deliver shares under such Options, shall
be subject to all applicable federal and state laws, rules and regulations and
to such approvals by any governmental or regulatory agency or national
securities exchange as may be required. The Company shall not be required to
issue or deliver any certificates for shares of Stock prior to the completion of
any registration or qualification of such shares under any federal or state law,
or any ruling or regulation of any governmental body or national securities
exchange which the Company shall, in its sole discretion, determine to be
necessary or advisable.

SECTION 9.9   WITHHOLDING BY THE COMPANY

        A Stock Option Agreement executed pursuant to this Plan may contain a
provision to the effect that the Optionee will consent to any withholding
actions that the Company deems reasonably necessary to enable the Company to
obtain the benefit of an income tax deduction under the Code, and any related
state or local income tax laws, in the amount of the difference between the
Option exercise price of the Stock and its fair market value on the date of
exercise or the lapse of a restriction, as applicable.


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