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                                                                    Exhibit 10.2


                           GAMI-FALCON DISAFFILIATION
                             TAX SHARING AGREEMENT


      This GAMI-FALCON DISAFFILIATION TAX SHARING AGREEMENT ("Agreement") made
 as of October 28, 1994, by and among Great American Management and Investment,
 Inc., a Delaware corporation ("GAMI"); Eagle Industrial Products Corporation,
 O.D.E. Manufacturing, Inc., and Amerace Corporation, all Delaware corporations
 (collectively "Eagle"); and Falcon Building Products, Inc., a Delaware
 corporation ("Falcon"),

                                Witnesseth that:

      WHEREAS, GAMI is the common parent corporation of the affiliated group
 (as such terms are defined in Section 1504(a) of the Code) (the "Consolidated
 Group") of which Eagle is a Member, and of which Falcon is a third tier
 subsidiary and of which Falcon's direct and indirect subsidiaries (the "Falcon
 Subsidiaries") are members; and
      WHEREAS, GAMI, Eagle and Falcon are parties to a Tax Sharing Agreement
 made as of the 31st day of January, 1994 (the "Existing Tax Sharing
 Agreement"); and WHEREAS, shares of Falcon common stock will be sold pursuant
 to a public offering; upon completion of the offering, GAMI and Eagle will not
 own enough of the outstanding shares of Falcon stock for Falcon to be a member
 of the Consolidated Group (the "Disaffiliation"); and
      WHEREAS, upon and after the consummation of the transactions pursuant to
 the Disaffiliation, and as a result thereof, Falcon and the Falcon
 Subsidiaries will cease to be members of the Consolidated Group (the date of
 such cessation being referred to herein as the "Disaffiliation Date"); and
      WHEREAS, the parties to this Agreement desire to set forth their
 agreement in relation to liability for taxes (including interest and penalties
 thereon) that are or may be owed by, or asserted against, Falcon and the
 Falcon Subsidiaries;
      NOW, THEREFORE, in consideration of the foregoing and of the mutual
 promises, covenants and conditions hereinafter contained, the parties hereto
 agree as follows:

1. General Intent and Third Party Rights-Indemnification

    (a)  It is the general intent of the parties to this Agreement that:

         (1)  GAMI and Eagle shall economically bear the burden of
              all federal income taxes imposed on the income of the
              Consolidated Group excluding Falcon and the Falcon Subsidiaries;
              and that Falcon shall economically bear the burden of all federal
              income taxes imposed on the income of Falcon or the Falcon
              Subsidiaries;

         (2)  Falcon shall bear the burden of all taxes imposed on
              Falcon or the Falcon Subsidiaries by state and local taxing
              authorities, including, but not limited to, sales, use,
              occupation, franchise, excise, income, or any other tax, fee or
              assessment (a "non-Federal tax") imposed on Falcon, it being
              acknowledged that Falcon and the Falcon Subsidiaries have at all
              times relevant hereto filed 

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              non-Federal tax returns and paid all non-Federal tax amounts
              computed on a stand-alone basis without regard to any affiliation
              of Falcon with GAMI; and
                                          

         (3)  Falcon shall bear the burden of all foreign income
              taxes imposed on Falcon and the Falcon Subsidiaries.

              This Agreement shall be construed accordingly.  This Agreement
              shall not create any rights in any person other than the parties
              to this Agreement and the Falcon Subsidiaries.

    (b)  GAMI and Eagle shall indemnify and hold Falcon harmless from and
         against GAMI Taxes, and Falcon shall indemnify and hold GAMI and Eagle
         harmless from and against Falcon Taxes.

2. Continuation of Existing Tax Sharing Agreement; Termination of All Other Tax
Sharing Agreements.  The Existing Tax Sharing Agreement shall continue to apply
in accordance with its terms, except as modified by this Agreement.  To the
extent a provision of the Existing Tax Sharing Agreement is inconsistent with a
provision of this Agreement, the Provision of this Agreement shall apply.

3. Certain Definitions.  Capitalized terms not defined elsewhere in this
Agreement or in the Existing Tax Sharing Agreement shall have the following
meanings:

    (a)  The term "Tax" means any imposed by subtitle A of the Code.

    (b)  The term "Period" means the period of time under applicable law
         for which a Tax is imposed.

    (c)  The term "Return" means the return or the report, if any, to be
         filed with the IRS for a Tax with respect to a Period.

    (d)  "Old Periods" are Periods ending on or before the Disaffiliation
         Date.

    (e)  The "Stub Period" is the Period of Falcon commencing August 1,
         1994 and ending on the date of the interim closing of the books
         pursuant to the Disaffiliation as set forth in Section 4(b).  The Stub
         Period is an Old Period.

    (f)  "New Periods" are Periods beginning after the Stub Period.

    (g)  "Falcon Taxes" are Taxes for which Falcon is liable under the
         Existing Tax Sharing Agreement and this Agreement, and the related
         Periods are "Falcon Periods".

    (h)  "GAMI Taxes" are all taxes imposed on the Consolidated Group
         excluding Falcon Taxes.

    (i)  "IRS" shall mean the United States Internal Revenue Service.

    (j)  The "Maximum Applicable Corporate Tax Rate" with respect to a Tax
         shall be the maximum marginal corporate tax rate determined without
         regard to tax rate or tax benefit make-up provisions such as Section I
         l(b)(1) (last sentence) of the Code.



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    (k) "Final Computation" means the final computation of amounts owing
         between the parties with respect to a period as such amount is
         determined in the ordinary course of the preparation of the Return
         filed with respect to such Period, and shall be deemed to have
         occurred on the later of the date on which such Return is filed with
         the IRS or the Disaffiliation Date.

    (l)  The term "Code" means the Internal Revenue Code of 1986, as
         amended.

4. Special Rules for Computation and Payment of Taxes for Stub Period.

     Stub Period.

    (a)  Computation and Payment of Taxes.  The amount of the Stand Alone
         Tax Liability (as such term is defined in Section I of the Existing
         Tax Sharing Agreement) for the Stub Period of Falcon shall be
         estimated and the amount of such estimate shall be due and payable on
         the fifteenth day of the third calendar month following the calendar
         month in which the Disaffiliation Date occurs.  Actual amounts owing
         between the parties with respect to the Stub Period shall be computed
         on or before the due date (with extensions) of the GAMI return which
         includes the Stub Period, and Falcon shall pay to Eagle any remaining
         amounts owing, or Eagle shall refund to Falcon any excess amount paid
         by Falcon, as appropriate.  Amounts owing between the parties
         hereunder which are paid after the fifteenth day of the third calendar
         month following the calendar month in which the Disaffiliation Date
         occurs shall bear interest from such date until the date paid at an
         annual rate of 2 percent (2%) per annum over the prime rate in effect
         from time to time at Bank of America Illinois.

    (b)  Interim Closing of Books.  The computation of the Stand Alone Tax
         Liability for the Stub Period shall be determined on the basis of an
         interim closing of the books for financial reporting purposes for the
         month end nearest the Disaffiliation Date.  In the event there is not
         an interim closing of the books for financial reporting purposes, then
         the computation of the Stand Alone Tax Liability for the Stub Period
         shall be determined on the basis of the Falcon internal financial
         statements for the month end nearest the Disaffiliation Date or on any
         other basis agreed to by the parties.

    (c)  Any item of income or gain included in the income of the
         Consolidated Group under Reg.1.1502-19, relating to "excess loss
         accounts", by reason of any transactions or events occurring on the
         Disaffiliation Date shall not be taken into account in computing the
         Stand Alone Tax Liability of Falcon but shall be treated as an item
         entering into the computation of Tax economically borne by GAMI and
         Eagle.

    (d)  Elections.

         (1)  No options otherwise available under Reg. I. 1502-76(b)(5) for the
              Stub Period of Falcon shall be exercised without the consent of 
              both GAMI and Falcon.



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         (2)  With Respect to Falcon, GAMI shall not, and shall not permit
              Falcon, to change any existing or adopt any new tax accounting
              principle, method of accounting, or tax election, except as
              provided herein or as agreed to by Falcon.

5.   Adjustments to Taxes Subsequent to Final Computation.

    (a)  In General.  In the event of adjustments to Taxes for an Old
         Period Subsequent to the Final Computation thereof, whether such
         adjustments arise pursuant to an IRS audit, a court proceeding, a
         carryback, an amended Return or otherwise ("Tax Adjustments"), the
         allocation of liabilities under the existing Tax Sharing Agreement and
         this Agreement shall be recomputed and payments between the parties
         shall be made as provided in the existing Tax Sharing Agreement and
         this Agreement, subject to the following modifications:

         (1)  The amount owing by Falcon to GAMI and Eagle shall be
              computed within 15 days after the time that GAMI or Eagle has
              notified Falcon that it has realized a "Tax Detriment" (such Tax
              Detriment being equal to the excess of: (x) the last made
              computation of Tax for such Period after taking into account the
              Tax Adjustments; over (y) the last made computation of Tax for
              such Period determined without taking into account such Tax
              Adjustments).  GAMI and Eagle are deemed to realize a Tax
              Detriment by either a payment of such Tax Detriment to the IRS,
              or by an application by the IRS of such Tax Detriment against a
              refund, and shall be paid 15 days after the date of such
              computation.

         (2)  If an adjustment results in additional foreign tax imposed on 
              Falcon, then GAMI and Eagle shall pay Falcon either: (a) 100% of
              such amount, if such amount gives rise to a credit against tax, 
              or (b) the Maximum Applicable Corporate Tax Rate applied to such
              amount, if such amount gives rise to a loss or deduction (such 
              payment being referred to as the "Foreign Tax Refund").  
              Notwithstanding the foregoing, the maximum amount of any Foreign
              Tax Refund under this Section 5(a)(2) from GAMI and Eagle to 
              Falcon shall not exceed the amount of any tax benefit realized by
              GAMI and Eagle as a result of the imposition of such foreign tax 
              on Falcon.  To the extent GAMI and Eagle have paid to Falcon a 
              Foreign Tax Refund in excess of the maximum amount payable under
              this Section 5(a)(2), Falcon shall promptly return such excess 
              to GAMI and Eagle,

         (3)  If an adjustment occurs by reason of a carryback of a loss or 
              deduction with respect to a Falcon Tax from a New Period to an 
              Old Period, then GAMI shall pay Falcon 100% of such amount,
              if such amount is a credit against tax, and the maximum
              applicable corporate tax rate applied to such amount, if such
              amount is a loss or deduction (such payment being referred to as
              the "Carryback Refund").  Notwithstanding the foregoing, the
              maximum amount of any carryback refund under this Section 5(a)(3)
              from GAMI to Falcon shall not exceed the amount of any tax
              benefit realized by GAMI as a result of such carryback.  To the
              extent GAMI has paid to Falcon a Carryback Refund in excess of
              the maximum amount payable under this Section 5(a)(3), Falcon
              shall promptly return such excess to GAMI.
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         (4)  Interest and penalties imposed by law on the taxpayer or the
              IRS with respect to any Tax (including with respect to the making
              and/or filing of the related Return) and reasonable expenses
              incurred by the parties in connection with seeking a refund of
              Tax or contesting a proposed deficiency of Tax shall be treated
              under the principles set forth in this Agreement applicable to
              the related Tax and shall relate to the Period to which such Tax
              relates.  This Section 5(a)(4) shall not be construed to modify
              the provisions of the other Sections of this Agreement.

         (5)  Notwithstanding the foregoing, no payment shall be
              required to be made under this Section 5(a) unless a written
              claim for such payment, along with all information and
              documentation reasonably necessary to support such claim, is
              served on the party requested to make such payment prior to the
              later of:  (x) the fifth anniversary of the date of this
              Agreement, or (y) the expiration of the applicable Tax statute of
              limitations (including extensions) with respect to such Period to
              which such claim relates.

    (b)  Tax refunds and payments of deficiencies in taxes shall be
         treated under the foregoing principles and payments between the
         parties shall be made promptly and to the extent necessary to
         effectuate such principles.

6.   Cooperation/Disagreements.

    (a)  The parties shall cooperate fully with each other in all matters
         relating to Taxes and in the determination of amounts payable
         hereunder.  If the parties are unable to agree as to the amount of any
         Tax owing between them under this Agreement, then the parties shall
         select a mutually acceptable "Big 6" accounting firm to determine such
         amount.  The costs of such determination shall be borne equally by
         both parties.

    (b)  Any party involved in any formal or informal act or proceeding
         relating to Tax matters which affects the other party shall promptly
         give such other party notice thereof and keep such other party fully
         and timely informed of developments.  Specifically:

         (1)  Upon receipt by Falcon of a written notice of any pending or 
              threatened Tax audits of or assessments against Falcon for Taxes
              allocable to GAMI or Eagle, or upon receipt by GAMI or Eagle of a
              written notice of any Pending or threatened Tax audits of or 
              assessments against GAMI or Eagle for Taxes allocable to Falcon 
              (either, a "Potential Tax Liability"), Falcon (or GAMI or Eagle,
              as the case may be) shall promptly give notice thereof to GAMI or
              Eagle (or Falcon, as the case may be) (the "Tax Claim Notice").
              The Tax Claim Notice shall contain information (to the extent 
              known to Falcon or GAMI or Eagle, as the case may be) describing
              the Potential Tax Liability.

         (2)  Subject to subparagraph (3) hereof, GAMI shall have the
              sole right to represent Falcon's interests in any Tax audit or
              administrative or court proceeding relating to a Potential Tax
              Liability, to employ counsel of its choice at its expense and to
              control the conduct of such audit or proceeding, including
              settlement or other disposition thereof.  If GAMI elects to so
              represent Falcon's interests, it shall within thirty (30) days of
              delivery of any Tax Claim Notice (or sooner, if the nature of the
              Potential Tax Liability so requires) notify Falcon of its intent
              to do 
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              so, and Falcon shall cooperate in the defense against or
              compromise of any claim in any such proceeding.  In that event,
              GAMI shall reasonably and in good faith consult with Falcon with
              respect to the defense against or compromise of any such
              Potential Tax Liability, and GAMI shall use its best efforts to
              vigorously defend Falcon with respect to such Potential Tax
              Liability.  If GAMI elects not to represent Falcon's interests, 
              Falcon may pay, compromise or contest such Potential Tax 
              Liability in such manner as it deems appropriate (in its sole 
              discretion).

         (3)  Notwithstanding subparagraph (2) hereof, in respect of
              a Potential Tax Liability relating to Returns other than
              consolidated, combined or unitary Returns of GAMI or Eagle or
              their affiliates which include Falcon, neither GAMI nor Eagle may
              settle, compromise or otherwise dispose of any such liability,
              without the consent of Falcon (which consent shall not be
              unreasonably withheld or delayed), if such settlement, compromise
              or other disposition would have an adverse effect on Falcon for
              New Periods.  In that event, GAMI or Eagle shall permit Falcon,
              through counsel of its own choosing and at the sole expense of
              Falcon, to participate in the settlement, compromise or other
              disposition of such Potential Tax Liability.

7. Miscellaneous Matters

    (a)  If Falcon and/or any of the Falcon Subsidiaries is required to
         file a consolidated, combined, or unitary state, local or foreign
         income tax return with GAMI or Eagle, then this Agreement shall apply
         with respect to such income tax in a manner similar to its application
         hereunder with respect to the federal income tax, taking into account
         concepts applicable under the state, local, or foreign tax laws.

    (b)  Notice of any claim under this Agreement must be received by the
         party against whom such claim is made no later than the expiration of
         the applicable Tax statute of limitations (if any) with respect to the
         Tax matter underlying such claims.

             (c)  The representations, warranties, covenants and
                  agreements of the parties set forth in this Agreement shall
                  survive the Disaffiliation Date indefinitely.

             (d)  All notices, requests, demands and other
                  communications which are required or may be given under this
                  Agreement shall be given to GAMI at:


             Great American Management and Investment, Inc. 
             Two North Riverside Plaza, Suite 600
             Chicago, Illinois 60606
                  ATTN: Arthur A. Greenberg




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                  to Eagle at:

                  Eagle Industrial Products Corporation
                  Two North Riverside Plaza, Suite II 00
                  Chicago, Illinois 60606
                  ATTN: Sam A. Cottone


                  to Falcon at:

                  Falcon Building Products, Inc.
                  Two North Riverside Plaza, Suite II 00
                  Chicago, Illinois 60606
                  ATTN:  Sam A. Cottone


            (e)  In the event that disaffiliation of Falcon from
                 the affiliated group of which GAMI is the common parent does
                 not occur as contemplated by this Agreement, then this
                 Agreement shall be void ab initio.

            (f)  This Agreement shall inure to the benefit of and
                 be binding upon the parties hereto and their respective
                 successors and assigns.


     IN WITNESS WHEREOF, this Agreement has been duly executed as of the day
and year first above written.


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GREAT AMERICAN MANAGEMENT AND
INVESTMENT, INC.


By:     \s\  Arthur A. Greenberg
        --------------------------

Name:     Arthur A. Greenberg

Title:    Executive Vice President









EAGLE INDUSTRIAL PRODUCTS CORPORATION
O.D.E. MANUFACTURING
AMERACE CORPORATION


By:     \s\  Anthony Navitsky
        ---------------------------

Name:     Anthony Navitsky

Title:    Vice President-Treasurer









FALCON BUILDING PRODUCTS, INC.


By:     \s\  Gus J. Athas
        ------------------------
Name:      Gus J. Athas

Title:     Senior Vice-President