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                                 EXHIBIT 10(B)

                             AM INTERNATIONAL, INC.

                     EXECUTIVE INCENTIVE COMPENSATION PLAN

                                FISCAL YEAR 1997


I.      PLAN OBJECTIVES

A.      To provide competitive levels of compensation to enable AM
        International, Inc. (the "Company") to attract and retain the people
        needed to successfully manage the business.

B.      To provide a financial incentive for selected employees upon
        achievement of key performance goals, consisting both of financial and
        operating objectives set by the Management and Compensation Committee
        of the Board of Directors (the "Committee").

II.     POLICY

It is the Company's policy to pay base salaries and annual Executive    
Incentive Compensation Plan ("EICP") awards which are competitive and which
promote the objectives set by the committee for the plan year.

Under this policy, each participant's annual EICP award will be based on the
degree to which the Company achieves specific financial and operating goals.

III.    ELIGIBILITY AND PARTICIPATION

In general, participants in the EICP are to be selected from that group of
employees whose activities are determined by the Committee to have significant
impact on business results and whose base compensation is in excess of $50,000
annually will be selected because many will have responsibilities which do not
have a "significant impact" on results.

Categories of participants will be established with target and maximum award
potential as follows:


<TABLE>
<CAPTION>
Category              Threshold              Target              Maximum 
<S>                   <C>                    <C>                 <C>     
   A                             10.0                  40.0              80.0
   B                             7.5%                   30%               60%
   C                            6.25%                   25%               50%
   D                               5%                   20%               40%
   E                            3.75%                   15%               30%
   F                             2.5%                   10%               20%
</TABLE>

IV.     PERFORMANCE GOALS

Each participant will be measured based on the achievement of pre-established
financial goals: profitability, cash flow and revenue growth; and
pre-established operational objectives: completion of JBA system conversion and
the attainment of a customer satisfaction index as defined.  Goals (threshold,
target and maximum) will be suggested by the Chief Executive Officer and
approved by the Committee.
Performance goals for FY97, both financial and operational, are shown on
Attachment A.

V.      TARGET BONUS POOL









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A participant's Target Bonus equals a percentage (generally 10 percent to 40
percent)of the base annual salary at the target level set by the Committee.
The Target Bonus Pool is the sum of the Target Bonuses for all participants.
The Target Bonus Pool is reached based upon satisfaction or attainment of
performance goals set up by the Committee.  The Actual Bonus Pool will vary
depending upon the relationship of achievement of performance goals (for
example, profitability, cash flow) to target performance.

VI.     INDIVIDUAL AWARDS

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS PLAN, ALL AWARDS ARE
DISCRETIONARY WITH THE COMMITTEE, WHETHER PERFORMANCE GOALS HAVE BEEN MET OR
NOT.

The payout of individual awards shall be based on the attainment of the
performance goals set by the Committee.

A participant's share of the Bonus Pool will be based on the category or target
bonus set for the individual by the Committee and on achievement of performance
goals, unless the Committee sets other criteria.  Actual bonus payouts will not
exceed 200% of the Target Bonus.

VII.    DISCRETIONARY AWARDS

An amount equal to three (3) percent of the Actual Bonus Pool may be made
available for discretionary bonuses to non-participants in the Plan, but shall
be subject to the approval of the Committee.

VIII.   APPROVAL AND TIMING OF AWARD PAYMENTS

No participant shall have any claim or right to be granted an award under the
Plan.  The Plan may be amended by the Company at any time and from time to
time.  Neither the Plan nor any action taken pursuant to the Plan shall be
construed as giving to any  employee the right to be retained in the employ of
the Company.  Except as to otherwise provided herein, the Committee of the
Company's Board of Directors shall have full power and authority to interpret,
construe and administer the Plan including the right to adjust the amount
payable to you under any award to reflect any special circumstances that the
Committee deems relevant or to terminate it at any time.  All approved award
payments will be made not later than ninety (90) days after the end of the
award fiscal year, provided, however, upon receipt of a written request from
any participant delivered before the end of the year, the Committee may defer
payment for a period not to exceed one year.

IX.     COMMUNICATION

In order for the plan to be effective, it is essential that each participant
have a clear understanding of how the plan operates and that each participant
be informed of his or her inclusion shortly after the beginning of the plan
year.

X.      ADMINISTRATIVE DECISIONS AND PROCEDURES

A.      The Plan Year will be the same as the Company's fiscal year, i.e.
        August 1, 1996 through July 31, 1997.

B.      Current Awards

All awards will be paid in cash as soon as practical after approval (no later
than 90) days after the end of the award fiscal year).  The amounts required by
law to be withheld for income tax and Social Security taxes will be deducted
from the award payments.










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C.      Eligible Participants and Salary

The salary of each participant on September 1 of the Plan Year will be used as
the salary of record for all calculations.  Initial calculations will be based
upon an estimate of September 1 salaries for those employees who would be
eligible for September increases, and would be finalized after the September
increases have become effective.

D.      Change in Status During the Year

1.      New Hire, Transfer, Promotion

A newly hired employee or an employee transferred or promoted during the Plan
Year to a position qualifying for participation may receive a pro rata award
based on the percentage of the Plan Year (actual months/full year times the
amount granted for a full-year award for that position) the employee is in the
participating position.

2.      Demotion

No award will be paid to an employee who has been demoted during the Plan Year
to a position not eligible for participation.

3.      Discharge

An employee discharged during the Plan Year shall not be eligible to be paid
for an award, even if his or her severance agreement extends past year-end.

4.      Resignation

An employee must be an active employee as of the bonus payment date to be
eligible to be paid and award.  An employee who resigns or is terminated prior
to the payment date will not be entitled to be paid for an award.

5.      Death, Disability, Retirement, Leave of Absence

An employee whose status as an active employee is changed during the Plan Year
for any of the reasons cited in the heading of this section may, at the
discretion of the Committee, be eligible to be paid for a pro rata award.

E.      Miscellaneous

1.      The Committee shall have the right, in its sole discretion, to modify
the Plan from time to time or to terminate the Plan or to remove any participant
from the Plan.

2.      The decision of the Committee with respect to any issues concerning
individuals selected for award, the amount, terms, form and time of payment of
awards and interpretation of any Plan guidelines or requirements shall be final
and binding.

3.      By acceptance of an award, each employee agrees that such award is
special additional compensation and that it will not affect any employee
benefit, e.g. life insurance, savings plan, etc. in which the employee
participates except as provided in paragraph 4 below. 

4.      Payments of awards made under the Plan shall be included in the
employee's compensation for purposes of the Company's retirement programs.












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5.      The receipt of an award shall not give an employee any right to
continued employment and the right and power to dismiss any employee is
specifically reserved to the Company.  The receipt of an award shall not
entitle an employee to an award with respect to any subsequent Plan Year.

6.      When a performance goal is based on income, it may be necessary to
exclude significant non-budgeted or not-controllable gains or losses from actual
results in order to properly measure performance.  The Committee will decide
those items that shall be considered for exclusion.  Examples are:

        a.      Any gains or losses which will be treated as extraordinary in
the Company's published financial statements.

        b.      Profits or losses of companies acquired during the Plan Year,
assuming they were not included in the budget and/or the goal.

        c.      Material gains or losses not in the budget and/or which are of a
nonrecurring nature and are not considered to be in the ordinary course of
business.  Some of these would be as follows:

                        - Gains or losses from the sale or disposal of real
                          estate or property. 

                        - Gains resulting from insurance recoveries when such
                          gains relate to claims filed in previous years. 

                        - Losses resulting from natural catastrophes, when
                          the cause of the catastrophe is beyond the control of
                          the Company and did not result from any failure or
                          negligence on the Company's part.

XI.     BASIS FOR DETERMINING MEASUREMENT OF RECOMMENDED AWARDS:


Award payouts will be determined upon attainment of performance goals set by
the Committee, which may consist of financial and operational performance
objectives.  Payments for the attainment of performance goals will be weighted
at the levels set forth on the plan summary attached hereto.























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