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                                  EXHIBIT 10(Y)

                                 AMENDMENT NO. 6
                                       TO
                             MARTIN INDUSTRIES, INC.
                       1988 NONQUALIFIED STOCK OPTION PLAN

              As directed by the Board of Directors of Martin Industries, Inc.
at its meeting held on February 18, 1997, the 1988 Nonqualified Stock Option
Plan of Martin Industries, Inc. is hereby amended by adding a new paragraphs
(j), (k) and (l) at Section 1.1, to read in their entireties as follows:

              "(j)   "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.

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

              (l)    "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 under the
       Exchange Act."

              Further, as directed by the Board of Directors of Martin
Industries, Inc. at its meeting held on February 18, 1997, the 1988 Nonqualified
Stock Option Plan of Martin Industries, Inc. is hereby amended by deleting in
its entirety Section 4.1 thereof and substituting the following in lieu thereof:

              "Section 4.1   Duties and Powers of Committee

              The Plan shall be administered by the 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 Committee only if all of the members of the 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 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 to the express provisions of the
       Plan, the Committee shall have sole direction and authority to determine
       from among eligible management personnel 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 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 Committee
       shall also 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."

              Further, as directed by the Board of Directors of Martin
Industries, Inc. at its meeting held on February 18, 1997, the 1988 Nonqualified
Stock Option Plan of Martin Industries, Inc. is hereby amended by deleting
Section 6.4, paragraph (a) in its entirety and substituting the following in
lieu thereof:

              "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 Committee or, in accordance
       with Section 4.1 above, the Grants and Awards Committee, as the case may
       be, 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


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       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)    [Remains unchanged]"

              Further, as directed by the Board of Directors of Martin
Industries, Inc. at its meeting held on February 18, 1997, the 1988 Nonqualified
Stock Option Plan of Martin Industries, Inc. is hereby amended by adding a new
Section 9.0 to read in its entirety as follows:

              "Section 9.10  Compliance with Section 16

                     During any period in which the Company has a class of
       equity securities registered under Section 12 under 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 Committee or the
       Grants and Awards 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 or the Grants and Awards Committee, as the case may be, so
       to comply."


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