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                                                                   EXHIBIT 10.14



                       INDUSTRIAL DISTRIBUTION GROUP, INC.

                          MANAGEMENT INCENTIVE PROGRAM

                         EFFECTIVE AS OF JANUARY 1, 1998


1.       ESTABLISHMENT AND EFFECTIVE DATE OF PLAN

Industrial Distribution Group, Inc. (the "Company") hereby adopts the Industrial
Distribution Group, Inc. Management Incentive Program (the "Plan") for its
executive officers and certain other executives of the Company, its Business
Units and affiliates who are in management positions designated as eligible for
participation by the Compensation Committee (the "Committee") of the Board of
Directors of the Company or its designee. The Plan shall be effective as of
January 1, 1998 and shall remain in effect, subject to the rights of amendment
and termination in Section 15. Payments under the Plan shall only be made to
Named Executive Officers after the Plan is approved by the stockholders of the
Company, unless the Board of Directors determines otherwise.


2.       PURPOSE OF THE PLAN

The purpose of the Plan is to reward certain key management personnel of the
Company and its Business Units for achieving performance goals relating to,
among other things, increasing operating income and return on investment,
increasing shareholder value, promoting growth and efficient use of resources
and achieving specific individual goals.


3.       DEFINITIONS

         (a)      "Base Annual Salary" means the base salary established for a
                  Participant during the applicable Plan Year, as determined by
                  the Committee (which shall include the amount of any pre-tax
                  deferrals or other pre-tax payments made by the Participant to
                  the Company's deferred compensation or welfare plans, whether
                  qualified or non-qualified).

         (b)      "Board of Directors" means the Board of Directors of the
                  Company.

         (c)      "Business Unit" means a separate business operating unit of
                  the Company with respect to which separate performance goals
                  may be established hereunder.

         (d)      "Change in Control" means any of the following events:

                  (i)      The acquisition (other than from the Company) by any
                           "Person" (as the term person is used for purposes of
                           Sections 13(d) or 14(d) of the 



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                           Securities Exchange Act of 1934, as amended (the
                           "1934 Act")) of beneficial ownership (within the
                           meaning of Rule 13d-3 promulgated under the 1934 Act)
                           of twenty percent (20%) or more of the combined
                           voting power of the Company's then outstanding voting
                           securities; or

                  (ii)     The individuals who, as of January 1, 1998, are
                           members of the Board of Directors (the "Incumbent
                           Board"), cease for any reason to constitute at least
                           two-thirds of the Board of Directors; provided,
                           however, that if the election, or nomination for
                           election by the Company's stockholders, of any new
                           director was approved by a vote of at least
                           two-thirds of the Incumbent Board, such new director
                           shall, for purposes of this Plan, be considered as a
                           member of the Incumbent Board; or

                  (iii)    Approval by stockholders of the Company of (1) a
                           merger or consolidation involving the Company if the
                           stockholders of the Company, immediately before such
                           merger or consolidation do not, as a result of such
                           merger or consolidation, own, directly or indirectly,
                           more than fifty percent (50%) of the combined voting
                           power of the then outstanding voting securities of
                           the corporation resulting from such merger or
                           consolidation in substantially the same proportion as
                           their ownership of the combined voting power of the
                           voting securities of the Company outstanding
                           immediately before such merger or consolidation, or
                           (2) a complete liquidation or dissolution of the
                           Company or an agreement for the sale or other
                           disposition of all or substantially all of the assets
                           of the Company.

                  Notwithstanding the foregoing, for purposes of subsection (i)
                  above, "person" shall not include any person who on the date
                  hereof owns 100% or more of the Company's outstanding
                  securities, and a Change in Control shall not be deemed to
                  occur solely because twenty percent (20%) or more of the
                  combined voting power of the Company's then outstanding
                  securities is acquired by (i) a trustee or other fiduciary
                  holding securities under one or more employee benefit plans
                  maintained by the Company or any of its subsidiaries, or (ii)
                  any corporation, which, immediately prior to such acquisition,
                  is owned directly or indirectly by the stockholders of the
                  Company in the same proportion as their ownership of stock in
                  the Company immediately prior to such acquisition.

         (e)      "Chief Executive Officer" means the chief executive officer of
                  the Company, unless otherwise specified.

         (f)      "Code" means the Internal Revenue Code of 1986, as amended.

         (g)      "Committee" means the Compensation Committee of the Board of
                  Directors or any other committee designated by the Board of
                  Directors which is responsible for administering the Plan.

         (h)      "Common Stock" means the common stock of the Company, par
                  value $.01 per share.



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         (i)      "Company" means Industrial Distribution Group, Inc., a
                  Delaware corporation, and its successors.

         (j)      "Estimated Earnings" means the Company's estimated earnings
                  for the fiscal year based upon the consensus estimate
                  forecasted by analysts and market makers for the fiscal year,
                  as adjusted by the Committee in its discretion.

         (k)      "Incentive Award" or "Award" means the cash and, if
                  applicable, Shares or restricted Shares awarded to
                  Participants under the terms of the Plan.

         (l)      "Maximum Award" means the maximum percentage of Base Annual
                  Salary which may be paid based upon the Company's or Business
                  Unit's Relative Performance during the Plan Year.

         (m)      "Named Executive Officer" means a Participant who as of the
                  date of payment of an Incentive Award is one of the group of
                  "covered employees" under Code Section 162(m) and the
                  regulations thereunder.

         (n)      "Participant" means an executive of the Company, a Business
                  Unit or an affiliate who is designated by the Committee (or
                  its designee) to participate in the Plan.

         (o)      "Personal Performance Goals" means the goals established for
                  each Participant each year to improve the effectiveness of the
                  Participant's area of responsibility as well as the Company as
                  a whole.

         (p)      "Plan Year" means the twelve month period which is the same as
                  the Company's fiscal year. The initial Plan Year shall be
                  January 1 through December 31, 1998.

         (q)      "Program Rules" means the eligible Participants, performance
                  measures, Incentive Award amounts, and other rules and
                  conditions established annually by the Committee pursuant to
                  Section 4, subject to ratification by the Board of Directors.
                  The Program Rules for Participants other than Named Executive
                  Officers may be established by a designee of the Committee.

         (r)      "Relative Performance" means the extent to which the Company,
                  or designated Business Unit, as applicable, achieves the
                  performance measurement criteria set forth in the Program
                  Rules.

         (s)      "Shares" means the shares of Common Stock of the Company
                  (including any new, additional or different stock or
                  securities resulting from the changes described in Section 7).

         (t)      "Target Award" means the percentage (which may vary among
                  Participants and from Plan Year to Plan Year) of Base Annual
                  Salary which will be paid to a Participant as an Incentive
                  Award if the performance measurement criteria applicable to
                  the Participant for the Plan Year is achieved, as reflected in
                  the Program Rules for such Plan Year.




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         (u)      "Threshold Award" means the minimum percentage of Base Annual
                  Salary which may be paid based on the Company's Relative
                  Performance during the Plan Year.


4.       ADMINISTRATION OF THE PLAN

The Plan will be administered by the Committee; provided, however, the Committee
shall have the right to delegate as it may deem necessary or appropriate to the
Chief Executive Officer, the Chief Operating Officer or the Chief Financial
Officer its authority and responsibility for administration of parts of the Plan
as it applies to Participants other than Named Executive Officers. Subject to
the right of the Board of Directors to ratify such Program Rules, the Committee
(or its designee) will have the authority, from time to time, to determine the
Program Rules for the following matters:

         (a)      the executives who are eligible to participate in the Plan;

         (b)      the types of Awards to grant under the Plan, such as the use
                  of a performance matrix or bonus pool, which may vary among
                  Participants and from year to year;

         (c)      the Target Award, Maximum Award and Threshold Award that can
                  be granted to each Participant and the method for determining
                  such award, which the Committee may amend from time to time;

         (d)      the performance targets and the measurement criteria to be
                  used in determining the Company's or a Business Unit's
                  Relative Performance, which will include one or more of the
                  following, as determined by the Committee each year: operating
                  income, return on investment, Estimated Earnings, net income,
                  earnings per share, return on equity, return on assets (or net
                  assets), profit before taxes, market value of the Company's
                  stock, and total shareholder return;

         (e)      the time or times and the conditions (such as continuing
                  employment requirements) subject to which any Incentive Award
                  may become payable; and

         (f)      the form in which the Award will be paid, such as cash, Shares
                  or restricted Shares or any combination of the foregoing.

The Program Rules will be adopted by the Committee prior to, or as soon as
practical after, the commencement of each Plan Year. Subject to the provisions
of the Plan and its right to delegate its responsibilities, the Committee will
also have the discretionary authority to interpret the Plan and the Incentive
Awards issued under the Plan; to prescribe, amend and rescind rules and
regulations relating to the Plan and the Awards; and to make all other
determinations deemed necessary or advisable in administering the Plan. The
determinations of the Committee on the matters referred to in paragraphs (a)
through (f) of this Section 4 shall be submitted at least annually to the Board
of Directors for its consideration and ratification. For Participants who are
not Named Executive Officers, the Committee may in its discretion establish
performance measures not listed in this Section 4 without obtaining shareholder
approval.



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5.       PARTICIPATION

Eligibility for participation in the Plan is limited to the Presidents and
certain other executives of the Company's Business Units or affiliates thereof
who hold key management and staff positions. From among those eligible and based
upon the recommendations of the Chief Executive Officer and other designees, the
Committee will designate by name or position the Participants each Plan Year.
Any employee who is a Participant in one Plan Year may be excluded from
participation in any other Plan Year. If, during the Plan Year, a Participant
other than a Named Executive Officer, changes employment positions to a new
position which corresponds to a different award level, the Committee may, in its
discretion adjust the Participant's award level for such Plan Year. The
Committee may, in its discretion, designate employees who are hired after the
beginning of the Plan Year as Participants for such Plan Year and as eligible to
receive full or partial Incentive Awards for such year.


6.       INCENTIVE AWARDS

         (A)      DETERMINATION OF THE AMOUNT OF INCENTIVE AWARDS

As soon as administratively practical after the end of each Plan Year, the
Committee shall certify the extent to which the performance targets and
measurement criteria established pursuant to Section 4 have been achieved for
such Plan Year based upon information prepared by the Company's Chief Financial
Officer. Subject to the right to decrease an award as described in the next
paragraph, the Participant's Incentive Award shall be computed by the Committee
based upon the achievement of the established performance targets, measurement
criteria and the requirements of the Plan. The Committee may in determining
whether performance targets have been met adjust the Company's financial results
to exclude the effect of unusual charges or income items or other events,
including acquisitions or dispositions of businesses or assets, restructurings,
reductions in force, currency fluctuations or changes in accounting, which are
distortive of financial results (either on a segment or consolidated basis);
provided, that for purposes of determining the Incentive Awards of Named
Executive Officers, the Committee shall exclude unusual items whose exclusion
has the effect of increasing income, earnings, or other measurements if such
items constitute "extraordinary items" under generally accepted accounting
principles or are significant unusual items. In addition, the Committee will
adjust its calculations to exclude the effect on financial results of changes in
the Code or other tax laws, or the regulations relating thereto.

The Committee may, in its discretion, decrease the amount of a Participant's
Incentive Award for a Plan Year based upon such factors as it may determine,
including the failure of the Company or a Business Unit to meet certain
performance goals or of a Participant to meet his Personal Performance Goals.
The factors to be used in reducing an Incentive Award may be established at the
beginning of a Plan Year and may vary among Participants.

In the event that the Company's or a Business Unit's performance is below the
performance thresholds for the Plan Year and the Incentive Awards are reduced or
canceled, the Committee may in its discretion grant Incentive Awards to
deserving Participants, except for Participants who are Named Executive
Officers.



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The Program Rules and Incentive Awards under the Plan shall be administered in a
manner to qualify payments under the Plan to the Named Executive Officers for
the performance based exception under Code Section 162(m) and the regulations
thereunder, except where the Board of Directors determines such compliance is
not necessary or desirable. The maximum Incentive Award that may be paid to an
individual Participant for a Plan Year shall not exceed $1.0 million.

         (B)      ELIGIBILITY FOR PAYMENT OF INCENTIVE AWARD

No Participant will have any vested right to receive any Incentive Award until
such date as the Board of Directors has ratified the Committee's (or its
designee's) recommendation with respect to the payment of individual Incentive
Awards, except where the Committee determines such ratification is not
necessary. No Incentive Award will be paid to any Participant who is not an
active employee of the Company or an affiliate on the date the Board of
Directors has ratified the payment of such Incentive Awards; provided, however,
at the discretion of the Committee or its designee (subject to ratification by
the Board of Directors, where required), a partial Incentive Award may be
authorized by the Committee to be paid to Participants (or their beneficiaries)
who are terminated by the Company without cause or who retire, die or become
permanently and totally disabled during the Plan Year or prior to payment of the
Incentive Award. No Participant entitled to receive an Incentive Award shall
have any interest in any specific asset of the Company, and such Participant's
rights shall be equivalent to that of a general unsecured creditor of the
Company.

         (C)      PAYMENTS OF AWARDS

The Awards will be payable in cash, provided that the Committee shall have the
authority to provide in the Program Rules that all or a portion of the Award
will be paid in Shares and/or that the Participant may elect to receive all or a
portion of his Award in Shares. For this purpose, the Shares will be valued at
the closing price of the Shares on the primary securities exchange on which they
are traded on the last trading day of the fiscal year, unless the Committee
provides otherwise. The Committee may elect to place transferability, vesting
and resale restrictions on the Shares.

The Committee may also provide in the Program Rules that if the Participant
elects to receive a portion of the Award in Shares, the Participant will receive
an additional number of Shares ("Additional Shares") equal to a certain
percentage (not to exceed 100%) of the number of Shares received by reason of
his election, plus an additional cash bonus equal to the fair market value
(determined as of the last trading day of the fiscal year) of the Additional
Shares received multiplied by a percentage amount to help offset income tax
liability. The Committee may elect to place restrictions, such as a vesting
schedule related to continuing employment, transferability, and resale
restrictions, on the Additional Shares. Subject to adjustment as provided in
Section 7, the maximum number of Shares that may be issued pursuant to the Plan
is 250,000.

Payment of the Awards shall be made within 90 days after the close of the
Company's fiscal year, or such other period as may be specified by the Committee
in the Program Rules.



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7.       RECAPITALIZATION OF THE COMPANY

In the event of a recapitalization of the Company or its merger into or
consolidation with another corporation, a Participant shall be entitled to
receive such securities which he or she would have been entitled to receive had
he or she been a shareholder of the Company holding Shares pursuant to the Plan
at the time of such recapitalization, merger or consolidation. In the event of a
stock split, stock dividend or combination of shares with respect to the Common
Stock of the Company after the determination of the number of Shares to which a
Participant is entitled but before delivery of such Shares to the Participant,
then the number of Shares that such Participant shall be entitled to receive
shall be proportionately adjusted.

8.       INVESTMENT REPRESENTATION AND RESTRICTIONS ON THE STOCK

Any Shares to be issued to a Participant pursuant to the Plan may be
unregistered and, at the option of the Company, the Participant may be required
to execute an investment letter in form satisfactory to the Company. The Shares
shall bear a legend reflecting the investment representation and the
unregistered status of the Shares.


9.       CHANGE IN CONTROL

The Committee may provide in the Program Rules or in the Award agreement that
upon the occurrence of a Change in Control, the Participant's Incentive Award
for the Plan Year, determined at the Target Award level (without any reductions
under Section 6(a)) shall be deemed to have been fully earned for the Plan Year.
The Committee may also provide that the Participant shall only be entitled to a
pro rata portion of his Incentive Award based upon the number of days within the
Plan Year that had elapsed as of the effective date of the Change in Control.
The Award agreement may also provide for accelerated payments of Incentive
Awards upon the occurrence of a Change in Control.


10.      DEFERRAL

The Committee may permit a Participant to defer to another plan or program such
Participant's receipt of Shares or cash that would otherwise be due to such
Participant by virtue of earning an Award under this Plan. If any such deferral
election is required or permitted, the Committee shall, in its discretion,
establish rules and procedures for such payment deferral.


11.      BENEFICIARY

Each Participant will designate a person or persons to receive, in the event of
death, any Incentive Award to which he or she would then be entitled under
Section 6(b). Such designation will be made in the manner determined by the
Committee and may be revoked by the Participant in writing. If a Participant
fails effectively to designate a beneficiary, then his or her estate will be
deemed to be the beneficiary.



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12.      WITHHOLDING OF TAXES

The Company shall deduct from each Incentive Award the amount of any taxes
required to be withheld by any governmental authority.


13.      EMPLOYMENT

Nothing in the Plan or in any Incentive Award shall confer (or be deemed to
confer) upon any Participant the right to continue in the employ of the Company,
a Business Unit or an affiliate, or interfere with or restrict in any way the
rights of the Company, a Business Unit or an affiliate to discharge any
Participant at any time for any reason whatsoever, with or without cause.


14.      SUCCESSORS

All obligations of the Company under the Plan with respect to Incentive Awards
granted hereunder shall be binding upon any successor to the Company, whether
such successor is the result of an acquisition of stock or assets of the
Company, a merger, a consolidation or otherwise.


15.      TERMINATION AND AMENDMENT OF THE PLAN; GOVERNING LAW

The Committee, subject to the ratification rights of the Board of Directors, has
the right to suspend or terminate the Plan at any time, or to amend the Plan in
any respect, provided that no such action will, without the consent of a
Participant, adversely affect his or her rights under an Incentive Award
approved under Section 6(b).

The Plan shall be interpreted and construed under the laws of the State of
Delaware.

The Plan is intended to comply with Rule 16b-3 promulgated under the Securities
Exchange Act of 1934, as amended, and the Committee shall interpret and
administer the provisions of the Plan and any Award agreement in a manner
consistent therewith. Any provisions inconsistent with such Rule shall be
inoperative and shall not affect the validity of the Plan.

In the event that changes are made to Code Section 162(m) to permit greater
flexibility with respect to any Award under the Plan, the Committee may, subject
to this Section 15, make any adjustments it deems appropriate in such Award.

                                    AS ADOPTED BY BOARD OF DIRECTORS,
                                    March 5, 1998

                                    AND APPROVED BY STOCKHOLDERS,
                                    May 7, 1998



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