Exhibit 10.9


                              HOLOPHANE BONUS PLAN
                            REVISED FEBRUARY 19, 1997


     Each year, the  Compensation  Committee will approve a list of participants
in the Holophane Bonus Plan, along with the bonus  participation  percentage for
each  participant.  The CEO may modify  this list during the year as required by
organizational  changes;  however, any change in Executive Officer participation
will require approval of the Compensation Committee.

     Each  participant  has an annual target bonus equal to his salary times his
bonus participation  percentage.  "Salary" means total base salary earned in the
respective calendar year. The target for the Company bonus pool equals the total
target for all participants.

Annual Bonus Plan

     Funding of the Company bonus pool will be based upon annual achievement vs.
the following objectives:

                              Objective                   Weight
                             -------------               --------

                             Sales Growth                   50%
                             EBITDA Growth                  50%


     Each objective will be individually  scored using  interpolation based upon
the following table:

                              Achievement                 Score
                             -------------               --------

                                  85%                         0%
                                  90%                        50%
                                 100%                       100%
                                 120% or more               150%  Maximum

     Scores  above 100% for any  objective  can be earned only if EBITDA  growth
exceeds 5%.

     The Company  performance  factor will be the weighted  average score of all
objectives.  The Company  bonus pool will equal the bonus pool target  times the
Company performance factor.

     Payments  to each  participant  are based  upon a  combination  of  Company
performance  and the achievement of individual  objectives.  At the beginning of
the year, each participant  will establish three to five individual  objectives.
Upon approval by the CEO,  these  objectives  will be weighted based on priority
and importance to the performance of the Company. The collective impact of these


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individual objectives is expected to exceed the corporate plan. At year-end, the
CEO will score  achievement  against  these  objectives  and develop a composite
individual performance factor for each participant. The scoring will utilize the
above table as a guideline, but may also consider other relevant factors.

     The bonus  pool will be  divided  among  participants  proportional  to the
individual performance factor times the participants' target bonus.

     Any  residual  left in the pool may be  distributed  by the CEO based  upon
over-achievement    of   individual    objectives    or   other    extraordinary
accomplishments.

Long-Term Bonus Plan

     Beginning at the end of 1996, and for each year thereafter, long-term bonus
awards can be earned  based upon  growth in Company  Earnings  Per Share  before
extraordinary events, measured over the preceding three years.

     The  long-term  target  bonus for each  participant  will  equal the annual
target bonus established for the first year of each measurement period.

     At the  end of each  measurement  period,  employees,  who  continue  to be
participants  in the Bonus Plan, will be paid a long-term bonus as determined by
the following table using interpolation:

        Three Year EPS Growth     % of Long-Term Target Bonus Earned
        _____________________     __________________________________

             20% Minimum                       25%
             30%                               50%
             40% or More                       100% Maximum

     For the transition  period ending in 1996, the  measurement  period will be
two  years  and the  Earnings  Per  Share  growth  targets  will be  reduced  by
one-third.

Extraordinary Achievement Awards

     In addition to the above, an Extraordinary Achievement Fund of $25,000 will
be  established  annually.  Awards may be granted  from this fund by the CEO for
significant  achievements  by Holophane  personnel not included in the Holophane
Bonus Plan. Awards may be granted at any time during the year.