S-8

As filed with the Securities and Exchange Commission on March 17, 1998.
                                            Registration No. 333-


               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                            FORM S-8

                     REGISTRATION STATEMENT
                             UNDER
                   THE SECURITIES ACT OF 1933

                         OWENS CORNING
     (Exact name of registrant as specified in its charter)

           Delaware                        34-4323452
(State or other jurisdiction of     (I.R.S. Employer Identification No.)
incorporation or organization)

Owens Corning World Headquarters
   One Owens Corning Parkway                      43659
       Toledo, Ohio                             (Zip Code)
(Address of Principal Executive Offices)

               FIBREBOARD 401(k) RETIREMENT PLAN
                    (Full title of the plan)
                                   
                         Maura J. Abeln, Esq.
         Senior Vice President, General Counsel and Secretary
                             Owens Corning
                   Owens Corning World Headquarters
                       One Owens Corning Parkway
                           Toledo, OH 43659
                            (419) 248-8000
                 (Name, address and telephone number,
              including area code, of agent for service)

                CALCULATION OF REGISTRATION FEE
                                                                      
                                            Proposed        Proposed Maximum     Amount of
Title of Securities    Amount to Be    Maximum Offering    Aggregate Offering   Registration
to Be Registered       Registered(1)   Price per Share(2)        Price(2)       Fee(3)

Common Stock,
$0.10 par value(1)     200,000 shares       $34.375             $6,875,000      $2,028.13

Preferred Share
Purchase Rights        200,000 shares       None (4)            None (4)        (4)



(1)  In addition, pursuant to Rule 416(c) under the Securities Act of
     1933, this Registration Statement also covers an indeterminate
     amount of interests to be offered or sold pursuant to the
     employee benefit plan described herein.  Plus such indeterminable
     number of additional shares and rights as may be required to be
     issued in the event of an adjustment as a result of an increase
     in the number of issued shares of Common Stock of the Company
     resulting from a subdivision of such shares, the payment of a
     stock dividend or certain other capital adjustments.
(2)  Estimated solely for the purpose of calculating the registration
     fee on the basis of the average of the high and low prices as
     reported on the New York Stock Exchange Composite Tape on March
     12, 1998.
(3)  The Registration Fee has been calculated pursuant to Rule 457(h).
(4)  Any value attributable to the Preferred Share Purchase Rights is
     reflected in the value of the Common Stock.  Because no separate
     consideration is paid for the Preferred Share Purchase Rights,
     the registration  fee for such securities is included in the fee
     for the Common Stock.
                _______________________________
     The Registration Statement shall become effective upon filing in
accordance with Rule 462 under the Securities Act of 1933.



                            PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.   Incorporation of Certain Documents By Reference.

     The following documents, filed with the Securities and
Exchange Commission (the "Commission") by the Registrant, are
hereby incorporated by reference in this Registration Statement:

          (i)  The Registrant's annual report on Form 10-K (File
          No. 1-03660) filed with the Commission on March 13,
          1998 for the fiscal year ended December 31, 1997;

          (ii) The Registrant's current report on Form 8-K (File
          No. 1-03660), dated January  9, 1998.

          (iii)     The information with regard to the
          Registrant's common stock, par value $.10 per share,
          contained in the registration statement filed under the
          Exchange Act of 1934, including any amendment or report
          filed for the purpose of updating such information.

In addition, all documents subsequently filed by the Registrant
pursuant to sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective
amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of
filing of such documents.

Item 4.   Description of Securities.

     Not Applicable.


Item 5.   Interests of Named Experts and Counsel.

     Dennis L. Jarvela, Esq., who has provided an opinion
concerning the legality of the securities to be offered under the
Plan, is Vice President, Senior Counsel, Corporate Transactions
and Assistant Secretary of the Company.  As of March 12, 1998,
Mr. Jarvela owned beneficially less than 0.1 per cent of the
Company's common stock, par value $.10 per share.

Item 6.   Indemnification of Officers and Directors.

     A.   Reference is made to Section 102(b)(7) of the General
Corporation Law of the State of Delaware as to the limitation of
personal liability of directors and officers and to Section 145
of the General Corporation Law of the State of Delaware as to
indemnification by the Company of its directors and officers.

     B.   Article FOURTEENTH of the Company's Certificate of
Incorporation, as amended, provides as follows with respect to
the indemnification of the Company's directors and officers and
the limitation of personal liability of its directors and
officers:

    FOURTEENTH:  The corporation shall indemnify to the full
extent authorized or permitted by law any person made, or
threatened to be made, a party to any action or proceeding
(whether civil or criminal or otherwise) by reason of the fact
that he, his testator or intestate, is or was a director or
officer of the corporation or by reason of the fact that such
director or officer, at the request of the corporation, is or was
serving any other corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise, in any capacity.
Nothing contained herein shall affect any rights to
indemnification to which employees other than directors and
officers may be entitled by law. No director of the corporation
shall be personally liable to the corporation or its stockholders
for monetary damages for any breach of fiduciary duty by such a
director as a director.  Notwithstanding the foregoing sentence,
a director shall be liable to the extent provided by applicable





law (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) pursuant to Section 174 of the
Delaware General Corporation Law, or (iv) for any transaction
from which such director derived an improper personal benefit.
No amendment to or repeal of this Article FOURTEENTH shall apply
to or have any effect on the liability or alleged  liability of
any director of the corporation for or with respect to any acts
or omissions of such  director occurring prior to such amendment.

     C.   Article IX of the Company's By-Laws provides as follows
with respect to the indemnification of the Company's directors
and officers:

    The Corporation shall, to the fullest extent permitted by
applicable law from time to time in effect (but, in the case of
any amendment of such law, only to the extent that such amendment
permits the Corporation to provide broader indemnification rights
than such law permitted the Corporation to provide prior to such
amendment), indemnify any and all persons who may serve or who
have served at any time as directors or officers of the
Corporation, or who at the request of the Corporation may serve
or at any time have served as directors, officers, employees or
agents of another corporation (including subsidiaries of the
Corporation) or of any partnership, joint venture, trust or other
enterprise, and any directors or  officers of the Corporation who
at the request of the Corporation may serve or at any time have
served as agents or fiduciaries of an employee benefit plan of
the Corporation or any of its subsidiaries, from and against any
and all of the expenses, liabilities or  other matters referred
to in or covered by law whether the basis of such proceeding is
alleged action in an official capacity as a director, officer,
employee or agent or in any other capacity while serving as a
director, officer, employee or agent.  The Corporation may also
indemnify any and all other persons whom it shall have power to
indemnify under any applicable law from time to time in effect to
the extent permitted by such law. The indemnification provided by
this Article IX shall not be deemed exclusive of any other rights
to which any person may be entitled under any provision of the
Certificate of Incorporation, other By-Law, agreement, vote of
stockholders or disinterested directors, or otherwise, both as to
action in an official capacity and as to action in another
capacity while holding such office, and shall be contract rights
and continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.  If a claim
under this Article IX is not paid in full by the Corporation
within sixty days after a written claim has been received by the
Corporation, except in the case of a claim for an advancement of
expenses, in which case the applicable period shall be twenty
days, the director or officer may at any time thereafter bring
suit against the Corporation to recover the unpaid amount of the
claim.  If successful in whole or in part in any such suit, or in
a suit brought by the Corporation to recover an advancement of
expenses pursuant to the terms of an undertaking, the director or
officer shall be entitled to be paid also the expense of
prosecuting or defending such suit.  In (i) any suit brought by
the director or officer to enforce a right to indemnification
hereunder (but not in a suit brought by the director or officer
to enforce a right to an advancement of expenses) it shall be a
defense that, and (ii) any suit by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking,
the Corporation shall be entitled to recover such expenses upon a
final adjudication that, the director or officer has not met any
applicable standard for indemnification set forth in the Delaware
General Corporation Law. Neither the failure of the Corporation
(including its Board of Directors, independent legal counsel, or
its stockholders) to have made a determination prior to the
commencement of such suit that indemnification of the director or
officer is proper in the circumstances because the director or
officer has met the applicable standard of conduct set forth in
the Delaware General Corporation Law, nor an actual determination
by the Corporation (including its Board, independent legal
counsel, or its stockholders) that the director or officer has
not met such applicable standard of conduct, shall create a
presumption that the director or officer has not met the
applicable standard of conduct or, in the case of such a suit
brought by the director or officer, be a defense to such suit.
In any suit brought by the director or officer to enforce a right
to indemnification or to an advancement of expenses hereunder, or
by the Corporation to recover an advancement of expenses pursuant
to the terms of an undertaking, the burden of proving that the
director or officer is not entitled to be indemnified, or to such
advancement of expenses, under this Article IX or otherwise shall
be on the Corporation.

The indemnification provided in this Article IX shall inure to
each person referred to herein, whether or not the person is
serving in any of the enumerated capacities at the time such
expenses (including attorneys' fees), judgments, fines or amounts
paid in settlement are imposed or incurred, and whether or not the
claim asserted against him is based on  matters which antedate the
adoption of this Article IX.  None of the provisions of this





Article IX shall be construed as a limitation upon the right of
the Corporation to exercise its general power to enter into a
contract or understanding of indemnity with a director, officer,
employee, agent or any other person in any proper case not
provided for herein.  Each person who shall act or have acted as a
director or officer of the Corporation shall be deemed to be doing
so in reliance upon such right of indemnification.  For purposes
of this Article IX, the term "Corporation" shall include
constituent corporations referred to in subsection (h) of Section
145 of the General Corporation Law of the State of Delaware (or
any similar provision of applicable law at the time in effect).

     D.   The Company has entered into an Indemnity Agreement
with each member of the Company's Board of Directors.  Each
Indemnity Agreement provides, among other things, that in the
event the director was, is or becomes a party, witness or other
participant in a Claim (as defined in the Indemnity Agreement) by
reason of (or arising in part out of) an Indemnifiable Event (as
defined in the Indemnity Agreement), the Company is required to
indemnify the director to the fullest extent authorized by the
Company's By-Laws as in effect on the date of the Indemnification
Agreement notwithstanding any subsequent amendment, repeal or
modification of such By-Laws, against any and all expenses,
judgments, fines, penalties and amounts paid in settlement of
such Claim. The Indemnity Agreement requires that the Company
advance to the director all expenses relating to Claims and
contains an undertaking by the director to reimburse the Company
for any such advances that are subsequently determined in a final
judicial determination to have been impermissible under
applicable law.

     E.   The directors and officers of the Company are covered
by insurance policies, maintained by the Company at its expense,
insuring the directors and officers against certain liabilities
which might be incurred by them in such capacities, including
liabilities arising under the Securities Act of 1933.

Item 7.   Exemption from Registration Claimed.

     Not Applicable.

Item 8.   Exhibits.

     Number    Exhibit


     4         Instruments Defining Rights of Security Holder: Fibreboard 
               401(k) Retirement Plan, as amended to include the Owens 
               Corning Common Stock Fund.

     5         Opinion of Dennis L. Jarvela.

     23.1      Consent of Independent Auditors - Arthur Andersen
               LLP.

     23.2      Consent of Dennis L. Jarvela is contained in Exhibit 5.

     24        Power of Attorney.  Reference is made to page 5 of
               this Registration Statement.

     The undersigned Registrant hereby undertakes that it will
submit the Fibreboard 401(k) Retirement Plan, as amended to
include the Owens Corning Common Stock Fund, to the Internal
Revenue Service (the "IRS") in a timely manner and has or will
make all changes required by the IRS in order to qualify the plan
under Internal Revenue Code Section 401.






Item 9.    Undertakings.

     The undersigned Registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are
being made of the securities registered hereby, a post-effective
amendment to this Registration Statement:

               (i)  To include any prospectus required by section
     10(a)(3) of the Securities Act of 1933;

               (ii) To reflect in the prospectus any facts or
     events arising after the effective date of this Registration
     Statement (or the most recent post-effective amendment
     thereof) which, individually or in the aggregate, represent
     a fundamental change in the information set forth in this
     Registration Statement. Notwithstanding the foregoing, any
     increase or decrease in volume of securities offered (if the
     total dollar value of securities offered would not exceed
     that which was registered) and any deviation from the low or
     high end of the estimated maximum offering range may be
     reflected in the form of prospectus filed with the
     Commission pursuant to Rule 424(b) if, in the aggregate, the
     changes in volume and price represent no more than a 20%
     change in the maximum aggregate offering price set forth in
     the "Calculation of Registration Fee" table in the effective
     registration statement;

               (iii)     To include any material information with
     respect to the plan of distribution not previously disclosed
     in this Registration Statement or any material change to
     such information in this Registration Statement;  provided,
     however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
     apply if the information required to be included in a
     post-effective amendment by those paragraphs is contained in
     periodic reports filed by the Registrant pursuant to section
     13 or section 15(d) of the Securities Exchange Act of 1934
     that are incorporated by reference in this Registration
     Statement.

     (2)  That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.

     (3)  To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.

     (b)  The undersigned Registrant hereby further undertakes
that, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual
report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference
in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.





                           SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8, and has duly  caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Toledo, State of Ohio, on this 17 day
of March, 1998.

                                   OWENS CORNING
                                   
                                   By  /s/ Glen H. Hiner
                                   Glen H. Hiner, Chairman of the
                                   Board and Chief Executive
                                   Officer (Principal Executive
                                   Officer)
                                   
                                   
                       POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Glen H. Hiner,
Maura J. Abeln  and Robert C. Lonergan, and each of them, his
true and lawful attorneys-in-fact and agents, each with full
power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and
all amendments, including post-effective amendments, to this
Registration Statement, and to file the same, with exhibits
thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that each of said attorneys-in-fact and agents or
his substitute or substitutes may lawfully do or cause to be done
by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the date indicated:


Signatures                Title                              Date

                               Chairman of the Board 
/s/ Glen H. Hiner              and Chief Executive Officer      March 17, 1998
Glen H. Hiner                  and Director
 
                                       
/s/ Domenico Cecere            Senior Vice President            March 11, 1998
Domenico Cecere                and Chief Financial Officer 


/s/ Steven J. Strobel          Vice President and Controller    March 12, 1998
Steven J. Strobel


/s/ Norman P. Blake, Jr.       Director                         March 9, 1998
Norman P. Blake, Jr.


                               Director
Gaston Caperton








/s/ Leonard S. Coleman. Jr.    Director                         March 12, 1998
Leonard S. Coleman, Jr.,

/s/ William W. Colville        Director                         March 9, 1998
William W. Colville


/s/ John H. Dasburg            Director                         March 9, 1998
John H. Dasburg


/s/ Landon Hilliard            Director                         March 10, 1998
Landon Hilliard


/s/ Sir Trevor Holdsworth      Director                         March 9, 1998
Sir Trevor Holdsworth


/s/ Jon M. Huntsman, Jr.       Director                         March 10, 1998
Jon M. Huntsman, Jr.


/s/ Ann Iverson                Director                         March 11, 1998
Ann Iverson


/s/ W. Walker Lewis            Director                         March 12, 1998
W. Walker Lewis


/s/ Furman C. Moseley, Jr.     Director                         March 13, 1998
Furman C. Moseley, Jr.


/s/ W. Ann Reynolds            Director                         March 11, 1998
W. Ann Reynolds


     Plan.     Pursuant to the requirements of the Securities Act
of 1933, as amended, the Fibreboard 401(k) Retirement Plan has
caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of
Toledo, State of Ohio, on this 17 day of March, 1998.


                          FIBREBOARD 401(k) RETIREMENT PLAN

                          By: /s/Michael I. Miller
                          Treasurer Fibreboard Corporation
                                   






INDEX TO EXHIBITS

Exhibit
Number    Exhibit

4         Instruments Defining Rights of Security Holder:
          Fibreboard 401(k) Retirement Plan, as amended to
          include the Owens Corning Common Stock Fund.

5         Opinion of Dennis L. Jarvela.

23.1      Consent of Independent Auditors - Arthur Andersen LLP.

23.2      Consent of Dennis L. Jarvela is contained in
          Exhibit 5.

24        Power of Attorney.  Reference is made to page 5 of
          this Registration Statement.


                                

EX-4

                                                   Exhibit 4
                              
                              
        FIBREBOARD CORPORATION 401(K) RETIREMENT PLAN
                              
        (Amended and Restated as of January 1, 1997)

                          PREAMBLE



          The Fibreboard Corporation 401(K) Retirement Plan
("Plan"), previously known as the Fibreboard Corporation
Profit Sharing 401(K) Plan, was established January 1, 1988
and was later amended and restated effective January 1,
1993.  Effective January 1, 1997, or as otherwise indicated,
this document constitutes another complete amendment and
restatement of the Plan.

          The principal purpose of the 1993 amendment and
restatement was to bring the Plan into compliance with the
requirements of the Tax Reform Act of 1986, the Omnibus
Budget Reconciliation Act of 1986, the Omnibus Budget
Reconciliation Act of 1987, the Technical and Miscellaneous
Revenue Act of 1988, the Omnibus Budget Reconciliation Act
of 1989, and the Unemployment Compensation Amendments of
1992.

          The principal purpose of this amendment and
restatement is to merge the plans of company's that have
recently been acquired into the Plan and to change the
Matching and Retirement Contribution percentages.

          The Plan and the Trust, which is the funding
medium for the Plan, are intended to meet the requirements
for qualification and tax exemption under Sections 401(a)
and 501(a) of the Code, which includes a cash or deferred
arrangement intended to qualify under Section 401(k) of the
Code.  Unless the contrary rule is clearly stated, the
provisions of this Plan shall not apply to the benefits
payable to a Participant whose employment terminated prior
to the Effective Date.





                          ARTICLE I
                              
                         DEFINITIONS
                              
                              
                              
     1.1  "Account" means the aggregate of the following
accounts of the Participant, as appropriate:

          (a)  Salary Deferral Account;

          (b)  Matching Contribution Account;

          (c)  Retirement Account; and

          (d)  Rollover Account.

     1.2  "Administrator" means the administrator of the
Plan as specified in Section 13.8.

     1.3  "Beneficiary" means the person or persons
designated by or for a Participant, entitled under this Plan
to receive benefits after the death of a Participant.

     1.4  "Board of Directors" means the board of directors
of the Company.

     1.4A "Change of Control" means any of the following:

          (a)  The holders of the voting securities of the
Company approve a merger or consolidation of the Company
with any other entity, other than a merger or consolidation
which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity) at
least 50% of the total voting power represented by the
voting securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation.

          (b)  A plan of complete liquidation of the Company
is adopted or the holders of voting securities of the
Company approve an agreement for the sale or disposition by
the Company (in one transaction or a series of transactions)
of all or substantially all of the Company's assets.

          (c)  Any "person" (as such term is used in
Sections 13(d) and 14(d) of the Securities Exchange Act of
1934 ("1934 Act")) becomes the "beneficial owner" (as
defined in Rule 13d-3 under the 1934 Act), directly or
indirectly, of more than 50% of the combined voting power of
the Company's then outstanding shares; or






          (d)  During any period of two consecutive years
beginning after May 23, 1997, members who at the beginning
of such period constitute the Board of Directors cease for
any reason to constitute a majority thereof, unless the
election, or nomination for election by the Company's
stockholders, of each director is approved by the vote of at
least two-thirds of the directors then still in office and
who were directors at the beginning of such period.

     1.5  "Code" means the Internal Revenue Code of 1986, as
amended from time to time.

     1.6  "Committee" means the administrative committee
appointed and acting in accordance with Section 13.7 of the
Plan.

     1.7  "Company" means the Fibreboard Corporation, a
Delaware corporation.

     1.8  "Compensation" means the amounts specified in this
Section 1.8.

          (a)  General Definition.  Except as otherwise
provided in this Section 1.8, "Compensation" means
compensation as defined for the Wages, Tips and Other
Compensation Box on Form W-2.  The term "Compensation" also
includes severance payments distributed as the result of the
sale of the Wood Products Group to Sierra Pacific Industries
(and effective August 1, 1996, all severance payments
distributed to Participants) and elective deferrals with
respect to employment with an Employer (i) under a qualified
cash or deferred arrangement described in Section 401(k) of
the Code, or (ii) to a plan qualified under Section 125 of
the Code.  In addition, Compensation shall not include
amounts paid as reimbursements or expense allowances for
moving expenses, fringe benefits (cash and noncash),
deferred compensation or welfare benefits.

          (b)  Special Rule for Article VI and Article XVI.
For purposes of applying the limitations under Section 415
of the Code set forth in Article VI and the top-heavy
requirements set forth in Article XVI, "Compensation" means
an Employee's wages within the meaning of Section 3401(a) of
the Code and all other payments of compensation by an
Employer to an Employee in the course of the Employer's
trade or business for which the Employer is required to
furnish the Employee with a written statement under Sections
6041(d) and 6051(a)(3) of the Code.  For Plan Years
commencing prior to 1997, Compensation shall not include
elective deferrals with respect to employment with an
Employer (i) under a qualified cash or deferred arrangement
described in Section 401(k) of the Code, or (ii) to a plan
qualified under Section 125 of the Code.

          (c)  Definition for Article V.  For purposes of
determining the percentage limitations on Salary Deferral
Contributions and Matching Contributions set forth in
Article V, the term "Compensation" also may mean compensation
as defined in either Treasury Regulation Section 1.415-
2(d)(2), (10), or (11), as elected by the Company.




      
    (a)  Limitations on Compensation.  In any Plan
Year any Compensation in excess of $200,000 (or $150,000 for
Plan Years commencing on or after January 1, 1994), or such
other amount established by the Secretary of the Treasury,
in accordance with Section 401(a)(17) of the Code shall be
disregarded.  For purposes of applying the $200,000 limit
($150,000 limit for Plan Years commencing on or after
January 1, 1994).

     For Plan Years prior to 1997, the "family unit" of a
Highly Compensated Employee who is either a five percent
owner (as defined in Section 416(i)(1) of the Code) or in
the group of the ten Highly Compensated Employees paid the
greatest Compensation during the Plan Year shall be treated
as one Participant with one Compensation and the $200,000
limit ($150,000 limit for Plan Years commencing on or after
January 1, 1994) shall be allocated among the members of the
family unit in proportion to each Participant's
Compensation.  The "family unit" of such a Highly
Compensated Employee consists of the Highly Compensated
Employee, the Highly Compensated Employee's spouse and the
Highly Compensated Employee's lineal descendants who have
not attained age 19 prior to the end of the Plan Year.

     1.9  "Determination Year" means the Plan Year.

    1.10  "Disability" means the mental or physical
inability of a Participant to perform his normal job, as
evidenced by his receipt of disability benefits under the
Social Security Act.

    1.11  "Discretionary Contributions" means the
contribution, if any, made by an Employer pursuant to
Section 3.4.

    1.12  "Effective Date" means January 1, 1993, except as
otherwise specified in Article VI, Article VII, or required
by the Tax Reform Act of 1986, as amended.

    1.13  "Election Date" means the last day of each month
of each Plan Year and shall be the date on which Salary
Deferral Elections and investment elections become
effective.  As of January 1, 1996, Election Date shall mean
the first day of each month of each Plan Year.

    1.14  "Eligible Employee" means any Employee, except the
following Employees:

          (a)  An Employee whose compensation and conditions
of employment are subject to determination by collective
bargaining, provided that retirement entitlements have been
a subject of good-faith bargaining between an Employer and
the person's lawful representative or bargaining agent
unless the agreement specifically provides for coverage of
such Employee under this Plan;

          (b)  An Employee who is a nonresident alien and
who receives no earned income (within the meaning of
Section 911(d) of the Code) from an Employer, such earned
income constituting income from sources within the United
States (within the meaning of Section 861(a)(3) of the
Code);






          (c)  An Employee whose age is less than 21 years
(effective January 1, 1996, this restriction shall be
reduced to less than 18 years of age);

          (d)  A "leased employee" as defined in
Section 1.16 of the Plan.

     1.15  "Eligible Spouse" means that spouse to whom a
Participant is married on the earlier of the date such
Participant's benefits commenced or the date of his death.
The term "Eligible Spouse" means a former spouse in place of
the Participant's current spouse to the extent provided
under a "qualified domestic relations order" as described in
Section 414(p) of the Code.

     1.16  "Employee" means a person currently employed by an
Employer, any portion of whose income is subject to
withholding of income tax and/or for whom Social Security
contributions are made by an Employer, and any other person
qualifying as a common law employee of an Employer.  The
term "Employee" also includes a "leased employee."  The term
"leased employee" means any person (other than an employee
of the recipient) who pursuant to an agreement between the
recipient and any other person ("leasing organization") has
performed services for the recipient (or for the recipient
and related persons determined in accordance with Section
414(n)(6) of the Code) on a substantially full-time basis
for a period of at least one year, and such services are of
the type historically performed by employees in the business
field of the recipient employer.  A leased employee shall
not be considered an employee of the recipient if:  (i) such
employee is covered by a plan if (A) such plan is a money
purchase pension plan with a nonintegrated employer contri
bution rate for each participant of at least 10% of compen
sation, (B) such plan provides for full and immediate
vesting, and (C) each employee of the leasing organization
(other than employees who perform substantially all of their
services for the leasing organization immediately partici
pates in such plan, and (ii) leased employees do not
constitute more than 20% of the recipient's Non-Highly
Compensated Employees.

       1.17  "Employer" means the Company and any other
corporation or trade or business which has adopted or
hereafter adopts the Plan with the approval of the Company.
A list of adopting Employers is attached to this Plan as
"Appendix A" and shall be kept current by the Committee.

     For purposes of the definition of Highly Compensated
Active Employee, Article V (Nondiscrimination Limitations on
Contributions), Article VIII (Distribution of Benefits),
Article IX (Withdrawals and Loans), Article XVI (Top-Heavy
Rules) and determining an Employee's Service Hours of
Service, the term "Employer" includes any corporation or
trade or business which is or was a member of a controlled
group of corporations, a group of businesses under common
control or an affiliated service group (within the meaning
of Sections 414(b), (c), (m), and (n) of the Code) of which
an Employer adopting the Plan is a member, and any other





entity required to be aggregated pursuant to Section 414(o)
of the Code and the regulations thereunder, and solely for
the purposes of the limitations under Section 415 of the
Code, as modified by Section 415(h) of the Code, but only
for such period as the corporation or trade or business and
the adopting Employer are or were considered members of the
group.

     In addition, for purposes of determining an Employee's
Hours of Service and for purposes of Article VI (Limitations
on Allocations), the term "Employer" includes the entities
described in the preceding paragraph, as well as any
corporation or trade or business for which a leased employee
(within the meaning of Section 414(n) of the Code) performs
services, but only for such period as the leased employee
performs such services.

     1.18 "Entry Date" means the date upon which an Eligible
Employee becomes a Participant, which shall be the first day
of each calendar month.

     1.19 "ERISA" means the Employee Retirement Income
Security Act of 1974, as amended from time to time.

     1.20 "Family Member" means, with respect to any
Employee, such Employee's spouse and lineal ascendants or
descendants, and the spouses of such lineal ascendants or
descendants.

      1.21 "Highly Compensated Active Employee" means any
Employee who performs service for an Employer during the
Determination Year and who, during the Look-Back Year
either:  (i) received Compensation from an Employer in
excess of $75,000 (indexed at the same time and in the same
manner as the dollar limit in Section 415(d) of the Code is
indexed); (ii) received Compensation from an Employer in
excess of $50,000 (indexed at the same time and in the same
manner as the dollar limit in Section 415(d) of the Code is
indexed) and was a member of the "top-paid group" for such
year; or (iii) was an officer of an Employer and received
Compensation during such year greater than 50% of the dollar
limitation in effect under Section 415(b)(1)(A) of the Code;
provided, however, that if no officer received Compensation
in excess of 50% of the dollar limit in effect under
Section 415(b)(1)(A) of the Code, the highest paid officer
for such year shall be treated as a Highly Compensated
Employee.  The term Highly Compensated Active Employee also
includes:  (i) an Employee who is both described in the
preceding sentence if the term "Determination Year" is
substituted for the term "Look-Back Year" and the Employee
is one of the 100 Employees who received the most Compen
sation from an Employer during the Determination Year, and
(ii) an Employee who is a 5% owner at any time during the
Look-Back Year or Determination Year.  An Employee shall be
considered to be in the "top-paid group" for any Determi
nation Year or Look-Back Year if the Employee is in the
group consisting of the top 20% of Employees when ranked on
the basis of Compensation paid during such year.

     1.22 "Highly Compensated Employee" for Plan years
commencing prior to January 1, 1997, Highly Compensated
Employee means an Employee who is either a Highly





Compensated Active Employee or a Highly Compensated Former
Employee.  The determination of who is a Highly Compensated
Employee, including the determinations of the number and
identity of Employees in the "top-paid group," the top 100
employees, the number of Employees treated as officers and
the Compensation that is considered, will be made in
accordance with Section 414(q) of the Code and the
regulations thereunder.

     For Plan Years commencing on or after January 1, 1997,
Highly Compensated Employee means  Highly Compensated
Employee means any Employee who performs service for an
Employer during the Determination Year and who, during the
Look-Back Year meets any of the following criteria:

          (i)  is a five percent (5%) owner (as determined
under Code Section 416(i)(1)) of any Affiliated Company;

          (ii) received aggregate Compensation for the Look-
Back Year in excess of Eighty Thousand Dollars ($80,000.00)
and was a member of the Top-Paid Group for the Look-Back
Year.

     The term "Top-Paid Group" shall mean the top twenty
percent (20%) of all Employees (including any Leased
Employees treated as Employees pursuant to Section 20.12)
when ranked on the basis of the Compensation paid to such
Employees for the Determination Period.  However, for
purposes of calculating the number of Employees in the Top-
Paid Group, the following Employees shall be excluded:

          (i)  Employees who have completed less than six
(6) months of Service,

          (ii) Employees who normally work less than
seventeen and one-half (172) hours per week,

          (iii)     Employees who normally work six (6)
months or less during the Determination Period,

          (iv) Employees who are excluded from the
definition of Employee under Section 1.14(a).

     The dollar amount specified in paragraph (b) shall be
automatically adjusted each Plan Year beginning after
December 31, 1997 to take into account cost-of-living
increases in accordance with the Regulations issued under
Code Section 415(d).

     For purposes of this subsection 1.22, the Compensation
of each Employee shall be determined on an aggregate basis
as if all the Employers were a single employer entity paying
such earnings.  All other determinations under this
subsection 1.22 shall be made in accordance with Code
Section 414(q) and the Treasury Regulations thereunder.






     1.23 "Highly Compensated Former Employee" means an
Employee who (i) separated from service (or was deemed to
have separated) prior to the Determination Year, (ii) per
forms no service for an Employer during the Determination
Year, and (iii) was a Highly Compensated Active Employee for
either the separation year or any Determination Year ending
on or after the Employee's 55th birthday.

     1.24 "Hour of Service" means each hour for which an
Employee is:

          (a)  Directly or indirectly paid or entitled to
payment by an Employer for the performance of duties;

          (b)  Directly or indirectly paid or entitled to
payment by an Employer on account of a period of time during
which no duties were performed (irrespective of whether the
employment relationship has terminated) due to vacation,
holiday, illness, incapacity (including disability), layoff,
jury duty, military duty, or an authorized leave of absence.
However, no more than 501 Hours of Service shall be credited
under this paragraph (b) on account of any single continuous
period during which the Employee performs no duties (whether
or not such period occurs     in a single computation
period).  Payments made or due under a plan maintained by an
Employer solely to comply with applicable workers'
compensation, unemployment compensation, or disability
insurance law, or to reimburse an Employee for medical or
medically-related expenses, shall not be considered as
payments by an Employer for purposes of this paragraph (b);

          (c)  Absent from work by reason of the pregnancy
of the Employee, the birth of a child of the Employee, the
placement of a child with the Employee in connection with
the adoption of the child by the Employee, or the care of
such child by the Employee for a period immediately
following birth or placement.  No more than 501 Hours of
Service shall be credited under this paragraph (c) by reason
of any one pregnancy or placement.  Hours of Service
credited under this paragraph (c) shall be credited solely
for determining whether a One-Year Break in Service has
occurred.  All Hours of Service credited under this
paragraph (c) shall be credited only in the computation
period in which the absence from work begins if any of such
Hours of Service are required in that computation period in
order to avoid a One-Year Break in Service.  If none of the
Hours of Service are required in such computation period,
then the Hours of Service shall be credited in the next
computation period.  Credit shall be given pursuant to this
paragraph (c) only after the Employee furnishes to the
Administrator such timely information as the Administrator
may reasonably require to establish that the absence is for
the reason described in this paragraph; or

          (d)  Either awarded back pay or for which an
Employer agrees to pay such back pay, irrespective of
mitigation of damages.  The number of hours for which back
pay is attributable shall be determined in accordance with
Department of Labor Regulations, Section 2530.200b-2(b).  An
Hour of Service received under this paragraph (d) shall be





credited to that computation period for which the award was
granted.  No hours shall be credited under this
paragraph (d) if the same hours have been credited under
paragraphs (a), (b), or (c), above.  Hours of Service for
which back pay is awarded or agreed to with respect to
periods described in paragraph (b) shall be subject to the
limitations set forth in that paragraph.

     The number of Hours of Service to be credited to an
Employee shall be determined on an equivalency basis by
crediting the Employee with 190 Hours of Service for each
month during which he completes one Hour of Service.  Hours
of Service shall be credited to the applicable computation
period in accordance with 29 Code of Federal Regulations
Sections 2530.200b-2(b) and (c).

     1.25 "Look-Back Year" means the 12-month period
immediately preceding the Determination Year.

     1.26 "Matching Contribution" means the contribution, if
any, made to the Plan by an Employer pursuant to
Section 3.3.

     1.27 "Matching Contribution Account" means the account
maintained for each Participant for the purpose of recording
any Matching Contributions allocated to the Participant and
any company matching contribution amount transferred from
the Norandex, Inc. Employees' Savings Plan, as adjusted for
earnings and losses allocated thereto.

     1.27A "Norandex Savings Plan" means the Norandex, Inc.
Employees' Savings Plan as in effect immediately prior to
the January 1, 1996.

     1.28 "Non-Highly Compensated Employee" means an
Employee who is not a Highly Compensated Employee.

     1.29 "Normal Retirement" means retirement on a
Participant's Normal Retirement Date.

     1.30 "Normal Retirement Age" means the earlier of
attaining age 60 or attaining age 55 with 5 Years of
Service.

     1.31 "Normal Retirement Date" means the first day of
the month coincident with or next following a Participant's
attainment of Normal Retirement Age.

     1.32 "One-Year Break in Service" means, for purposes of
vesting, with respect to any Employee, a Plan Year during
which the Employee is credited with 500 or fewer Hours of
Service.  For purposes of determining an Employee's
eligibility to participate, the term "One-Year Break in
Service" means, with respect to any Employee, an eligibility
computation period during which the Employee is credited
with 500 or fewer Hours of Service.  The initial computation
period is the 12-consecutive month period commencing on the
date the Employee first performs an Hour of Service for an
Employer ("Employment Commencement Date").  The succeeding





eligibility computation period commences with the first Plan
Year which commences prior to the first anniversary of the
Employee's Employment Commencement Date.

     1.33 "Participant" means any Eligible Employee who has
become a Participant of this Plan, in accordance with
Article II of this Plan.  "Participant" also means any
Eligible Employee who has made a Rollover Contribution
pursuant to Section 3.6 regardless of whether such Eligible
Employee has otherwise become a Participant in the Plan in
accordance with Article II of the Plan; provided, however,
that such a Participant shall not be entitled to have
contributions made on his behalf or to otherwise make
contributions under the Plan until he satisfies the require
ments for participation set forth in Article II.  In addi
tion, "Participant" means any Non-Key Employee as defined in
Section 16.2(c) who is or has been allocated an Employer
minimum contribution pursuant to Section 16.3, even if such
Non-Key Employee is not otherwise a Participant.

     1.34 "Plan" means the Fibreboard Corporation 401(k)
Retirement Plan, as set forth herein, and any amendments
thereto.

     1.35 "Plan Year" means the twelve-month period ending
on December 31 and each calendar year thereafter.

     1.36 "Prior Plan" means the Fibreboard Corporation
Profit Sharing Plan, as in effect immediately prior to the
Effective Date.

     1.37 "Resorts Group" means any adopting Employer who is
classified as being in the resort and leisure industry.

     1.38 "Retirement Account" means the account established
for a Participant for purposes of recording any Retirement
Contributions allocated to the Participant and any amounts
transferred from the Snider Plan, as adjusted for earnings
and losses allocated thereto.

     1.39 "Retirement Contribution" means the contribution,
if any, made to the Plan by an Employer pursuant to Section
3.5.

     1.40 "Rollover Account" means the account established
for a Participant for purposes of recording any Rollover
Contributions made by a Participant, as adjusted for
earnings and losses allocated thereto.

     1.41 "Rollover Contribution" means a contribution made
by a Participant pursuant to Section 3.6.

     1.42 "Salary Deferral Contribution Account" means the
account maintained for each Participant for the purpose of
recording any Salary Deferral Contributions allocated to the
Participant, as adjusted for earnings and losses allocated
thereto.





      

     1.43 "Salary Deferral Contributions" means the
contributions, if any, made by an Employer on behalf of a
Participant pursuant to Section 3.1.

     1.44 "Salary Deferral Election" means an election made
by an Eligible Employee, pursuant to Section 2.2 to defer a
specified percentage of the Eligible Employee's
Compensation for the Plan Year.

     1.45 "Snider Plan" means the Snider Lumber Products
Company Profit Sharing Plan as in effect immediately prior
to the Effective Date.

     1.46 "Trust" means the trust established pursuant to
Article XI of this Plan.

     1.47 "Trust Agreement" means the agreement entered into
between the Company and the Trustee pursuant to Article XI.

     1.48 "Trustee" means the trustee or trustees of the
Trust established pursuant to this Plan.

     1.49 "Valuation Date" means June 30 and December 31 of
each Plan Year and such other date or dates as may be
designated by the Administrator for the valuation of
Accounts of Participants.

     1.50 "Year of Service" means for vesting purposes a
Plan Year during which an Employee is credited with not less
than 1,000 Hours of Service.  For purposes of determining an
Employee's eligibility to participate under Section 2.1, a
"Year of Service" means a 12-month eligibility computation
period during which an Employee is credited with not less
than 1,000 Hours of Service.  The initial eligibility
computation period is the 12-month period commencing on the
date an Employee first performs one Hour of Service for an
Employer ("Employment Commencement Date").  The succeeding
eligibility computation period is the first Plan Year which
commences prior to the first anniversary of the Employee's
Employment Commencement Date regardless of whether the
Employee is credited with 1,000 Hours of Service during the
initial eligibility computation period.  Notwithstanding the
foregoing, for eligibility purposes only if an Employee
completes 1,000 Hours of Service prior to the end of an
eligibility computation period, the Employee will be deemed
to have completed one Year of Service on the date the
Employee completes such 1,000 Hours of Service.

     1.51 Masculine pronouns used herein shall include the
feminine, and the singular number shall include the plural.
         




                         ARTICLE IIII
                              
                ELIGIBILITY AND PARTICIPATION
                              
                              
                              
     2.1 Service RequirementsII.1 Service Requirements.

          (a)  An Eligible Employee who had an account in
the Prior Plan or the Snider Plan on December 31, 1992 shall
become a Participant in the Plan on the Effective Date.

          (b)  An Eligible Employee who had an account in
the S-K-I Limited Ltd. 401(K) Retirement Plan and was an
Employee on October 23, 1995 shall become a Participant in
the Plan on January 1, 1996.

          (c)  An Eligible Employee who had an account in
the Norandex Savings Plan shall become a Participant in the
Plan on January 1, 1996.

          (d)  An Eligible Employee who was employed by the
Vytec Corporation on January 1, 1996 shall become a
Participant in the Plan on January 1, 1996.

          (e)  An Eligible Employee who was participating in
the Stucco Stone Products 401(k) Retirement Plan, Oklahoma
Better Homes, Inc. Savings Plan or the Gentek Building
Products Inc. Employee's Savings Plan on December 31, 1996
shall become a Participant in the Plan on January 1, 1997.

          (f)  An Eligible Employee not described in
paragraphs (a), (b),(c) (d) and (e), above, shall become 
a Participant as of the first or any succeeding Entry Date 
coincident with or next following the date he is credited 
with one Year of Service; provided, however, that if he is
not then an Eligible Employee, he shall become a Participant 
as of the first or any succeeding Entry Date thereafter on 
which he is an Eligible Employee.

     2.2 Salary Deferral ElectionII.2  Salary Deferral
Election.  A Participant may elect to make a Salary Deferral
Election in accordance with Section 3.1.

     2.3 Termination of ParticipationII.3   Termination of
Participation.  Participation in the Plan continues until a
Participant terminates employment by reason of Normal
Retirement, Disability, by death or until the Participant
ceases to be an Employee.  A Participant who continues in
employ with an Employer after attaining Normal Retirement
Age shall continue to participate in the Plan and have
Salary Deferral Contributions, Retirement Contributions, and
Matching Contributions allocated to his Account.  An
Employee whose participation in the Plan has terminated
shall be eligible to participate in the Plan as soon as he
or she resumes status as an Eligible Employee and shall be
eligible to make a Salary Deferral Election as of the Entry
Date coinciding with or next following the date on which he
again becomes an Eligible Employee.





     2.4  Leaves of Absence.  If an
Employee is on a leave of absence with an Employer's
consent, the Employee's service shall not be considered
terminated for purposes of the Plan, provided that the
Employee returns to the employ of the Employer within
30 days after the expiration of the leave of absence, or
within any longer period as may be prescribed by law.  A
leave of absence shall mean a leave granted by an Employer,
in accordance with rules uniformly applied to all Employees,
for reasons of health or for reasons determined by the
Employer to be in its best interests.  A leave of absence
shall also include periods of military service for which
reemployment rights are prescribed by law.  For purposes of
determining an Employee's Years of Service, an Employee who
is on an unpaid leave of absence shall not be credited with
any Hours of Service during his leave of absence.  An
Employee who is on a paid leave of absence shall be credited
with Hours of Service in accordance with Section 1.24.  An
Employee who does not return to the employ of an Employer
within 30 days following the end of the leave of absence, or
in the case of military service, within the time required by
law, shall be deemed to have terminated his employment as of
the date that the leave of absence began, unless such
failure to return was the result of Normal Retirement,
Disability or death of the Employee.

     2.5 Suspended Participation.  A Participant who ceases 
to be an Eligible Employee, but who has not separated from 
service of an Employer, shall become a suspended Participant.  
During the period of suspension, no amounts which are based on his
Compensation from and after the date of suspension shall be
credited to his Account.  However, amounts previously
credited to a Participant's Account shall continue to vest,
and the Participant shall be entitled to benefits in
accordance with the other provisions of the Plan while he is
a suspended Participant.
      



                        ARTICLE IIIIII
                              
                        CONTRIBUTIONS
                              
                              
                              
    3.1     Salary Deferral ContributionsIII.1 Salary
Deferral Contributions.

          (a)  Deferral of Compensation.  Subject to the
limitations set forth in Article V and Section 3.2, below
and notwithstanding anything in the Plan to the contrary, on
or after the month following attaining 21 years of age a
Participant may elect, pursuant to a Salary Deferral Elec
tion, to defer any whole percentage of his Compensation that
is not less than 1% and not greater than 14% of his
Compensation.

          (b)  Deferral of Bonus.  Subject to the
limitations set forth in Article V and Section 3.2, below,
in addition to any amounts a Participant elects to defer
pursuant to paragraph (a), above, a Participant shall be
entitled to make a special Salary Deferral Election with
respect to each special bonus payment of compensation that
would otherwise be made to the Participant equal to any
whole percentage or amount that does not exceed 14% of such
bonus compensation payment.

          (c)  Changes in Salary Deferral Election.  A
Participant may change his Salary Deferral Election as of
any Election Date and may discontinue his Salary Deferral
Election at any time by giving the Administrator such
advance notice as determined by the Committee.  All Salary
Deferral Elections, changes in Salary Deferral Elections or
discontinuances of Salary Deferral Elections shall be made
in writing on such forms and in such manner as may be
established by the Committee.

          (d)  Salary Deferral Contributions.  An Employer
shall make a Salary Deferral Contribution to the Plan for
each Participant in an amount equal to the amount of
Compensation which the Participant has elected to defer
pursuant to his Salary Deferral Election.  The Employer
shall pay over all Salary Deferral Contributions to the
Trustee on the earliest date on which such contributions can
reasonably be segregated from the Employer's general assets,
but in any event, within 30 days of the date on which such
amounts would otherwise have been payable to the Employee in
cash.

          (e)  Suspension of Salary Deferral Contributions.
During a Plan Year, the Committee may, in its sole
discretion (but subject to such rules and procedures as the
Committee may prescribe), suspend or reduce the percentage
of Compensation deferred by a Highly Compensated Employee
pursuant to paragraphs (a) and (b) of this Section 3.1 for
the remainder of the Plan Year if the Committee projects
that the Plan will not satisfy the limitations set forth in
Section 5.2.  If the Committee subsequently projects that
the Participant's Salary Deferral Election has been reduced
below the level necessary to satisfy the tests contained in
Section 5.2, the Committee may permit (subject to such rules
and procedures as the Committee may prescribe) such Partici
pant to increase his or her Salary Deferral Election for the
remainder of the Plan Year to a level not in excess of the
level which the Committee projects will satisfy the test
contained in Section 5.2.






          3.2     Dollar Limit on Salary Deferral
          Contributions.

          (a)  Amount of Dollar Limit.  No Participant shall
receive Salary Deferral Contributions for the calendar year
under this Plan which, when combined with any other elective
deferrals (as defined in Code Section 402(g)(3)) made by the
Participant under any qualified plan, exceed $7,000 (as
adjusted under Section 415(d) of the Code, in accordance
with the manner prescribed by the Secretary of the
Treasury).

          (b)  Distribution to Participant.  Amounts
deferred by a Participant in excess of the limits set forth
in paragraph (a), above, ("Excess Deferrals") adjusted for
income or loss pursuant to paragraph (c) below, shall be
distributed to the Participant no later than the first
April 15 following the close of the Participant's taxable
year provided that the Participant or the Participant's
Employer notifies the Administrator of such Excess Defer
rals.  Notwithstanding the foregoing, a Participant shall be
deemed to have notified the Plan of Excess Deferrals to the
extent the Participant has Excess Deferrals for the Partici
pant's taxable year by taking into account only elective
deferrals under the Plan and other plans of the Employers.

          (c)  Calculation of Income.  The income or loss
allocable to Excess Deferrals shall be equal to the sum of:
(i) the income or loss for the Participant's taxable year
allocable to the Participant's Salary Deferral Contributions
multiplied by a fraction, the numerator of which is the
Participant's Excess Deferrals for the taxable year, and the
denominator of which is equal to the sum of (A) the portion
of the Participant's Account attributable to Salary Deferral
Contributions at the beginning of the Participant's taxable
year, and (B) the Participant's Salary Deferral
Contributions for the Participant's taxable year.  The
income or loss allocable to Excess Deferrals shall not
include the income or loss for the period between the end of
the taxable year and the date of distribution.

     3.3     Matching Contributions.

          (a)  Pre 1996 Plan Year Matching Contributions.
Prior to January 1, 1996, an Employer contributed a Matching
Contribution equal to one-third of the Salary Deferral
Contributions made on the behalf of a Participant for a Plan
Year, provided that the Matching Contribution made pursuant
to this sentence did not exceed 2% of a Participant's
Compensation for such Plan Year.

          (b)  Post 1995 Plan Year Matching Contributions.
Subject to the limitations set forth in Article V and
subparagraph (e), effective January 1, 1996, an Employer
shall make the following Matching Contributions:





               (i)  An Employer shall contribute a Matching
Contribution equal to 100% of the Salary Deferral
Contributions made on the behalf of a Participant employed
by the Resorts Group for a Plan Year, provided that the
Matching Contribution made pursuant to this subparagraph
shall not exceed 5% of such Participant's Salary Deferral
Contributions for such Plan Year.

               (ii) An Employer shall contribute a Matching
Contribution equal to 50% of Salary Deferral Contributions
made on the behalf of a Participant (other than a
Participant employed by the Resorts Group) employed for a
Plan Year, provided that the Matching Contribution made
pursuant to this subparagraph shall not exceed 6% of a
Participant's Salary Deferral Contributions for such Plan
Year.

          (c)  Forfeitures.   Forfeitures arising under
Article VII shall reduce an Employer's obligation to make
Matching Contributions under this Section 3.3.  An Employer
may change the amount of Matching Contribution by notifying
Participants in sufficient time to adjust their Salary
Deferral Elections prior to the start of the period for
which the new Matching Contribution percentage applies.

          (d)  Time of Contribution.  An Employer shall pay
over all Matching Contributions to the Trustee as soon as
administratively practicable and in no event later than the
Employer's federal tax filing date, including extensions
thereof, for deducting such Matching Contributions.  If
Matching Contributions are made on a per pay period basis,
then following the end of each Plan Year, the Employer shall
following the end of each Plan Year, make an additional
Employer Matching Contribution on behalf of each Participant
who is still employed on the last day of the Plan Year and
whose Employer Matching Contribution determined on an annual
basis exceeds the amount of Employer Matching Contributions
determined on per pay period basis throughout the Plan Year.
The amount of this additional Employer Matching Contribution
shall be equal to the difference between an Employer
Matching Contribution determined based on annual
Compensation and Salary Deferral Contributions for the
entire Plan Year and the total amount of Employer Matching
Contributions contributed to the Plan in accordance with
subparagraph above.

          (e)  Vytec Corporation.  Employee of Vytec
Corporation are not entitled to receive Matching
Contributions.

     3.4     Discretionary Contributions.  An Employer shall be permitted
to make such additional contributions to the Trust as it
deems necessary in order to comply with either the actual
deferral percentage requirements of Section 401(k)(3) of the
Code or the contribution percentage requirements of
Section 401(m)(2) of the Code for a Plan Year.  An Employer
may designate all or any part of a Discretionary
Contribution as a contribution to the Salary Deferral
Contribution portion of the Plan which shall be used for
Section 401(k) purposes or a contribution to the Matching
Contribution portion of the Plan which shall be used for
Section 401(m) purposes.  Any Discretionary Contribution
designated as a contribution to the Salary Deferral
Contribution portion of the Plan shall be allocated to the
Salary Deferral Contribution Accounts of Participants as
necessary to satisfy the requirements set forth in Section
401(k)(3) of the Code and Section 5.2 of the Plan.  Such
Discretionary Contributions shall satisfy the requirements
for qualified nonelective contributions treated as elective
deferral contributions under Section 401(k)(3)(B) and (C) of
the Code and shall be subject to the withdrawal and distri
bution rules applicable to Salary Deferral Contributions.
Any Discretionary Contributions designated as a contribution
to the Matching Contribution portion of the Plan shall





satisfy the requirements for qualified nonelective contri
butions treated as matching contributions under Section
401(m)(4)(C) of the Code.  Such contributions shall be
allocated as of the last day of such Plan Year to any or all
Participants on that date, other than Participants who are
Highly Compensated Employees, in accordance with the average
of their respective Actual Deferral Percentage and/or
Contribution Percentage for such Plan Year.

     3.5     Retirement Contributions.  For each Plan Year, 
an Employer shall make a Retirement Contribution to the Trust 
in one or more installments in the amount determined under paragraph 4.4,
below.  Forfeitures arising under Article VII shall reduce
an Employer's obligation to make Retirement Contributions
under this Section 3.5.  The Plan Year for which each
Retirement Contribution is made shall be designated at the
time of the contribution.  An Employer shall pay over all
Retirement Contributions to the Trustee as soon as
administratively practicable and in no event later than the
Employer's federal tax filing date, including extensions
thereof, for deducting such Retirement Contributions.

     3.6     Rollover Contributions.

          (a)  Rollovers from Other Qualified Plans.  An
Eligible Employee who has distributed to him his entire
interest in a plan meeting the requirements of
Section 401(a) of the Code may, in accordance with proce
dures approved by the Committee, transfer the distribution
to the Trustee, provided that the following conditions are
met:

               (i)  The transfer is made in cash on or
before the 60th day after the Eligible Employee receives the
distribution; and

               (ii) The distribution qualifies as an
eligible rollover distribution within the meaning of
Section 402(c)(4) of the Code.

          (b)  Rollovers from Individual Retirement
Accounts.  An Eligible Employee who receives a distribution
from an individual retirement account described in
Section 408(b) of the Code which constitutes the entire
amount of such account, and no portion of which is attrib
utable to any source other than an eligible rollover distri
bution from a plan qualified under Section 401(a) of the
Code may, in accordance with procedures approved by the
Committee, transfer the entire amount of such distribution
to the Trustee within 60 days after receiving the
distribution.




      
    (c)  Administration.  The Committee shall develop
such procedures, including procedures for obtaining
information from an Eligible Employee desiring to make such
a transfer, as it deems necessary or desirable to enable it
to determine that the transfer will meet the requirements of
this Section 3.6.  If the Administrator later determines
that an amount transferred pursuant to paragraph (a) or (b),
above, did not satisfy the requirements set forth in those
paragraphs, the Eligible Employee's Rollover Contribution
Account shall immediately be (1) segregated from all other
assets of the Plan, (2) treated as a nonqualified trust
established by and for the benefit of the Employee, and
(3) distributed to the Employee.  Any such nonqualifying
Rollover Contribution shall be deemed never to have been
part of the Plan.

     3.7     Maximum Contribution.  Employer contributions 
to the Plan shall not exceed the amount which the Company estimates will be
deductible under Section 404(a)(3), or, if applicable under
Section 404(a)(7) of the Code, or any successor or similar
statutory provision hereafter enacted.
      



      


                        ARTICLE IVIV
                              
            ALLOCATIONS TO PARTICIPANTS' ACCOUNTS
                              
                              
                              
     4.1 Accounts.  The Committee shall
establish and maintain, where appropriate, separate accounts
for each Participant, including a Salary Deferral Account, a
Matching Contribution Account, a Retirement Account, and a
Rollover Account.  Since these individual accounts are main
tained only for accounting purposes, a segregation of the
Trust assets within each account is not required.

     4.2 Allocation of Salary Deferral Contributions. Salary Deferral
Contributions made by an Employer pursuant to
Section 3.1(d), if any, shall be allocated to the Salary
Deferral Accounts of Participants in amounts equal to the
Salary Deferral Contributions contributed on their behalf
pursuant to Section 3.1(d).

     4.3 Allocation of Matching Contributions.  Matching
Contributions made by an Employer pursuant to  Section 3.3
shall be allocated to the Matching Contribution Accounts of
Participants in amounts equal to the Matching Contribution
contributed on their behalf pursuant to Section 3.3.

     4.4 Allocation of Retirement Contributions.  Retirement
Contributions made by an Employer pursuant to Section 3.5
shall be allocated as of the last day of the Plan Year (or
as prescribed by the Retirement Committee) to the Retirement
Account of each "Eligible Participant" as follows:

          (a)  Pre 1996 Plan Year Retirement Contributions.
Prior to January 1, 1996, Retirement Contribution were
allocated to the Retirement Contribution Account of each
"Eligible Participant" in accordance with one of the
following percentages:

               (i)  3% of Compensation to each hourly paid
Eligible Participant.

               (ii) 5% of Compensation to each salaried
Eligible Participant who is not a Highly Compensated
Employee (and effective June 15, 1995, each salaried
Eligible Participant who was a Highly Compensated Employee
and whose employment with the Employer was terminated on or
after June 15, 1995 by reason of the sale of the Woods
Product Group).

               (iii)     3% of Compensation to each salaried
Eligible Participant who is a Highly Compensated Employee.

     The allocation to the Retirement Accounts of Eligible
Participants described in (i) or (iii) above may, in the
discretion of the Company, be increased to a level not in





excess of 5% of each such Participant's Compensation pro
vided that such increased allocation is permissible under
the requirements of Section 401(a)(4) of the Code and
applicable regulations.

          (b)  Post 1995 Plan Year Retirement Contributions.
Effective January 1, 1996, an Employer shall make a
Retirement Contribution to the Retirement Account of each
"Eligible Participant" in the amount of 4% of Compensation
of each "Eligible Participant."  Notwithstanding the
foregoing, Stone Products Corporation shall make a
Retirement Contribution to the Retirement Account of each of
its Employees who are Eligible Participants in the amount of
2% of their Compensation.

          (c)  Eligible Participant.  For purposes of this
Section 4.4, an "Eligible Participant" means a Participant
(other than an Employee of the Vytec Corporation or as of
January 1, 1996 an Employee of the Resorts Group) who
completes 1,000 Hours of Service in a Plan Year and is
either employed on the last day of the Plan Year, or (i)
terminated employment during the Plan Year by reason of
Normal Retirement, Disability or by death, (ii) terminated
employment on or after June 15, 1995, by reason of the sale
of the Woods Product Group, (iii) terminated employment with
the Fibreboard Corporation between August 31, 1996 and
December 31, 1996 as the result of the closing of the Walnut
Creek office, (iv) terminated employment as the result of a
Change in Control; provided, however, that if allocations
pursuant to this Section 4.4 do not satisfy the coverage
requirements of Section 410(b) of the Code, the term
Eligible Participant also shall include a Participant who
completes 500 hours of Service in a Plan Year.

     4.5 Allocation to Rollover Account.  Any Rollover 
Contribution made by a Participant pursuant to Section 
3.6 shall be allocated to the Rollover Account established 
for such Participant.
      




                       ARTICLE VV
                              
       NONDISCRIMINATION LIMITATIONS ON CONTRIBUTIONS
                              
                              
                              
     5.1  Definitions.  For purposes of this
Article V, the following definitions shall apply unless
otherwise indicated:

          (a)  "Actual Deferral Percentage" means for a Plan
Year the ratio (calculated to the nearest one-hundredth of
one percent) of a Participant's Salary Deferral Contri
butions and the Discretionary Contributions the Company
elects to take into account in computing the Actual Deferral
Percentage made on behalf of a Participant divided by the
Participant's Compensation for the Plan Year.  The Actual
Deferral Percentage of a Participant who has no Salary
Deferral Contributions or Discretionary Contributions made
on his behalf shall be zero.  A Participant's Actual
Deferral Percentage shall be computed according to the
following rules:

               (i)  Salary Deferral Contributions,
Discretionary Contributions, and Qualified Matching
Contributions made on behalf of a Participant shall be taken
into account for a Plan Year only if such contributions are
paid to the Trust within two and one-half months after the
end of such Plan Year.

               (ii) In the case of a Highly Compensated
Employee who is eligible to participate in two or more plans
of an Employer to which elective deferrals may be made
(other than an employee stock ownership plan as defined in
Section 4975(e)(7) of the Code), all elective deferral
contributions made on behalf of the Highly Compensated
Employee must be aggregated for purposes of determining such
Highly Compensated Employee's Actual Deferral Percentage.

               (iii)     If the Employers maintain two or
more plans that are subject to the requirements of
Section 401(k) of the Code, and such plans are considered as
one plan for purposes of Section 401(a)(4) or 410(b) of the
Code, all such plans shall be aggregated and treated as one
plan for purposes of determining the Actual Deferral Per
centage of a Participant.

               (iv) For Plan Years prior to January 1, 1997,
if an eligible Highly Compensated Employee is either a five
percent owner (as defined in Section 416(i)(1) of the Code)
or in the group of the ten Highly Compensated Employees paid
the greatest Compensation during the Plan Year the combined
Actual Deferral Percentage for the family group (which
includes the Highly Compensated Employee and which is
treated as one Highly Compensated Employee) shall be
determined by combining the elective deferrals, compensation
and amounts treated as elective deferrals of all the
eligible Family Members.  The elective deferrals,
compensation and amounts treated as elective deferrals of
all Family Members are disregarded for purposes of
determining the Actual Deferral Percentage of all other
Highly Compensated Employees and Non-Highly Compensated
Employees.





          (b)  "Average Actual Deferral Percentage" means
the average of the Actual Deferral Percentages of the
eligible Participants in a group.

          (c)  "Average Contribution Percentage" means the
average of the Contribution Percentages of the eligible
Participants in a group.

          (d)  "Average Percentage" means the Average Actual
Deferral Percentage or the Average Contribution Percentage,
as applicable.

          (e)  "Contribution Percentage" means for a Plan
Year the ratio of a Participant's Matching Contributions and
any Salary Deferral Contributions the Company elects to take
into account in computing the Contribution Percentage to the
Participant's Compensation for the Plan Year.  The
Contribution Percentage of a Participant who has no Matching
Contributions made on his behalf and for whom the Company
elects to take no Salary Deferral Contributions into account
shall be zero.  A Participant's Contribution Percentage
shall be computed according to the following rules:

               (i)  Matching Contributions made on the
Participant's behalf shall be taken into account for a Plan
Year only if such Matching Contributions are allocated to
the Participant's Account during such Plan Year and paid to
the Trust no later than the end of the 12th month following
the end of such Plan Year.

               (ii) In the case of a Highly Compensated
Employee who is eligible to participate in two or more plans
of an Employer to which matching contributions, after-tax
contributions, or both, are made (other than an employee
stock ownership plan as defined in Section 4975(e)(7) of the
Code), all such contributions made on behalf of such Highly
Compensated Employee must be aggregated for purposes of
determining such Highly Compensated Employee's Contribution
Percentage.

               (iii)     If the Employers maintain two or
more plans that are subject to the requirements of
Section 401(m) of the Code, and such plans are considered as
one plan for purposes of Section 401(a)(4) or 410(b) of the
Code, all such plans shall be aggregated and treated as one
plan for purposes of determining the Contribution Percentage
of a Participant.

               (iv) For Plan Years prior to 1997, if a
Highly Compensated Employee is either a five percent owner
(as defined in Section 416(i)(1) of the Code) or in the
group of the ten Highly Compensated Employees paid the
greatest Compensation during the Plan Year, the combined
Contribution Percentage for the family group (which includes
the Highly Compensated Employee and which is treated as one
Highly Compensated Employee) shall be determined by
combining the after-tax contributions, compensation,
matching contributions and amounts treated as matching
contributions of all the eligible Family Members.  The after-
tax contributions, compensation, matching contributions and
amounts treated as matching contributions of all Family
Members are disregarded for purposes of determining the
Contribution Percentage of all other Highly Compensated
Employees and Non-Highly Compensated Employees.




          (f)  "Excess Aggregate Contributions" means, with
respect to any Plan Year, the excess of:

               (i)  the aggregate amount of the Matching
Contributions allocated to a Highly Compensated Employee for
a Plan Year, over

               (ii) the maximum amount of such contributions
that may be allocated to the Highly Compensated Employee
without violating the limitations set forth in Section 5.2.

     For Plan Years prior to 1997, the maximum amount that
may be allocated to a Highly Compensated Employee shall be
determined by ranking the Highly Compensated Employees by
Contribution Percentage in descending order and then
reducing the Matching Contributions from the Accounts of the
Highly Compensated Employees starting with the highest
Contribution Percentage to the extent required to:
(i) enable the Plan to satisfy the limitations set forth in
Section 5.2, or (ii) cause such Highly Compensated
Employee's Contribution Percentage to equal the Contribution
Percentage of the Highly Compensated Employee with the next
highest Contribution Percentage.  This process shall be
repeated until the Plan satisfies the limitations set forth
in Section 5.2.  Notwithstanding the foregoing, in the case
of a Highly Compensated Employee whose Contribution
Percentage is determined under the family aggregation rules
set forth in Section 5.1(e)(iv), this reduction shall be
accomplished by reducing such Highly Compensated Employee's
Contribution Percentage in the manner set forth above and
allocating Excess Aggregate Contributions for the family
group among the Family Members in proportion to the Matching
Contributions of each Family Member that are combined to
determine the Contribution Percentage.  In no event shall
the amount of Excess Aggregate Contributions exceed the
amount of Matching Contributions made on behalf of a Highly
Compensated Employee for a Plan Year.

     For Plan Years after 1996, the maximum amount that may
be allocated to a Highly Compensated Employee shall be
determined by ranking the Highly Compensated Employees with
the highest dollar amount of Matching Contributions in
descending order, and then reducing the Matching
Contributions of the Employee with the highest dollar amount
of Matching Contributions to the lesser of (i) the dollar
amount which would yield the Contribution Percentage
necessary to allow the Contribution Percentage for all
Highly Compensated Employees to satisfy the limitations set
forth in Section 5.2, or (B) the dollar amount of the
Matching Contribution of the Highly Compensated Employee
with the next highest dollar amount of such Matching
Contributions.  This process shall be repeated until the
Plan satisfies the limitations set forth in Section 5.2.
The family aggregation rules set forth above do not apply
for Plan Years after 1996.





          (g)  "Excess Contributions" means, with respect to
any Plan Year, the excess of:

               (i)  the Salary Deferral Contributions
allocated to a Highly Compensated Employee for a Plan Year,
over

               (ii) the maximum amount of Salary  Deferral
Contributions that may be allocated to such Highly
Compensated Employee without violating the limitations set
forth in Section 5.2.

     For Plan Years prior to 1997, the maximum amount that
may be allocated to a Highly Compensated Employee shall be
determined by ranking the Highly Compensated Employees by
Actual Deferral Percentage in descending order, and then
reducing Salary Deferral Contributions from the Accounts of
Highly Compensated Employees starting with the highest
Actual Deferral Percentage to the extent required to:
(i) enable the Plan to satisfy the limitations set forth in
Section 5.2 or (ii) cause each such Highly Compensated
Employee's Actual Deferral Percentage to equal the Actual
Deferral Percentage of the Highly Compensated Employee with
the next highest Actual Deferral Percentage.  This process
shall be repeated until the Plan satisfies the limitations
set forth in Section 5.2.  Notwithstanding the foregoing, in
the case of a Highly Compensated Employee whose Actual
Deferral Percentage is determined under the family
aggregation rules set forth in Section 5.1(a)(iv), this
reduction shall be accomplished by reducing such Highly
Compensated Employee's Actual Deferral Percentage in the
manner set forth above and allocating Excess Contributions
for the family group among the Family Members in proportion
to the Salary Deferral Contributions of each Family Member
that are combined to determine the Actual Deferral
Percentage.  In no event shall Excess Contributions exceed
the amount of Salary Deferral Contributions made on behalf
of a Highly Compensated Employee for a Plan Year.

     For Plan Years after 1996, the maximum amount that may
be allocated to a Highly Compensated Employee shall be
determined by ranking the Highly Compensated Employees with
the highest dollar amount of Salary Deferral Contributions
in descending order, and then reducing the Employee with the
highest dollar amount of Salary Deferral Contributions to
the lesser of (i) the dollar amount which would yield the
Actual Deferral Percentage necessary to allow the Actual
Deferral Percentage for all Highly Compensated Employees to
satisfy the limitations set forth in Section 5.2, or (B) the
dollar amount of the Salary Deferral Contribution of the
Highly Compensated Employee with the next highest dollar
amount of such Salary Deferral Contributions.  This process
shall be repeated until the Plan satisfies the limitations
set forth in Section 5.2.  The family aggregation rules set
forth above do not apply for Plan Years after 1996.





     5.2  Percentage Limitations on Contributions.  Notwithstanding
anything in the Plan to the contrary, the Average Actual
Deferral Percentage and the Average Contribution Percentage
of Participants must each satisfy either the basic
Limitation or the alternative Limitation set forth below:

          (a)  Basic Limitation.  The Average Percentage of
Highly Compensated Employees who are eligible to participate
in the Plan under Article II (whether or not such Employees
elect to have their Compensation reduced) shall not exceed
for the Plan Year the Average Percentage of Non-Highly
Compensated Employees who are eligible to participate in the
Plan under Article II (whether or not such Employees elect
to have their Compensation reduced) for the prior Plan Year
multiplied by 1.25.

          (b)  Alternative Limitation.  The Average
Percentage of Highly Compensated Employees who are eligible
to participate in the Plan under Article II (whether or not
such Employees elect to have their Compensation reduced)
shall not exceed the Average Percentage of Non-Highly
Compensated Employees who are eligible to participate in the
Plan under Article II (whether or not such Employees elect
to have their Compensation reduced) for the prior Plan Year
multiplied by two, provided that the Average Percentage of
Highly Compensated Employees does not exceed the Average
Percentage of Non-Highly Compensated Employees by more than
two percentage points.

          (c)  Multiple Use Limitation.  If both the average
actual deferral percentage test and the average contribution
percentage test do not satisfy the basic limitation set
forth in paragraph (a) of this Section 5.2 and one or more
Highly Compensated Employees are eligible to have Salary
Deferral Contributions made on their behalf and to have
Matching Contributions made on their behalf, then the sum of
the Actual Deferral Percentages of Highly Compensated
Employees plus the sum of the Contribution Percentages of
Highly Compensated Employees shall not exceed the greater
of:

               (i)  The sum of:  (A) 1.25 times the greater
of the Actual Deferral Percentages or Contribution
Percentages of Non-Highly Compensated Employees, plus
(B) two percentage points plus the lesser of the Actual
Deferral Percentages or Contribution Percentages of Non-
Highly Compensated Employees; or

               (ii) The sum of:  (A) 1.25 times the lesser
of the Actual Deferral Percentages or Contribution
Percentages of Non-Highly Compensated Employees, plus
(B) two percentage points plus the greater of the Actual
Deferral Percentages or Contribution Percentages of Non-
Highly Compensated Employees.
If the multiple use limitation set forth in this para
graph (c) is exceeded, the Administrator shall determine the
maximum percentage to be used in place of the calculated
percentage for all Highly Compensated Employees that would
reduce either or both the Actual Deferral Percentage or
Contribution Percentage for the Highly Compensated Employees
in order that the multiple use limitation shall be satis
fied.  Any excess shall be handled in the same manner that
Excess Contributions or Excess Aggregate Contributions are
handled.



         5.3  Remedial Measures.  If
the Plan does not satisfy the requirements of Section 5.2
for any Plan Year, the Administrator shall take such
remedial measures, as necessary, in accordance with either
Section 5.4 or Section 5.5 in order that the limitations set
forth in Section 5.2 are met.

          5.4  Correction of Actual Deferral Percentage
          Test.

          (a)  General Rules.  The Administrator shall
determine the Excess Contributions for each Highly Compen
sated Employee in accordance with Section 5.1(g) and either:
(i) distribute such amounts along with income or loss
attributable thereto, to the appropriate Highly Compensated
Employees in the manner set forth in paragraph (b) of this
Section 5.4; (ii) contribute a Discretionary Contribution on
behalf of each Participant who is a Non-Highly Compensated
Employee in order that the limitations in Section 5.2 are
met; (iii) use any combination of (i), (ii), and (iii) to
satisfy the limitations in Section 5.2.

          (b)  Distribution of Excess Contributions.  Excess
Contributions and income allocable thereto shall be
distributed to Participants on whose behalf such Excess
Contributions were made no later than the last day of the
Plan Year following the Plan Year for which the Excess
Contributions were made.  The amount of Excess Contributions
shall be reduced in accordance with regulations prescribed
by the Secretary of the Treasury, by the amount of the
Excess Deferrals, if any, distributed to the Participant
under Section 3.2(b).

     The income or loss attributable to Excess Contributions
shall be equal to the sum of:  (i) the income or loss
allocable to the Salary Deferral Contributions made on the
Participant's behalf for the Plan Year multiplied by a
fraction, the numerator of which is the Participant's Excess
Contributions for the Plan Year, and the denominator of
which is equal to the sum of (A) that portion of the Par
ticipant's Account attributable to Salary Deferral Contri
butions at the beginning of the Participant's taxable year,
and (B) the Participant's Salary Deferral Contributions for
the Participant's taxable year.  The income or loss
allocable to Excess Contributions shall not include the
income or loss for the period between the end of the taxable
year and the date of distribution.

          (c)  Treatment as Annual Additions.  Excess
Contributions shall be treated as Annual Additions under
Section 6.1(a).

          5.5  Correction of Average Contribution Percentage
          Test.

          (a)  General Rule.  The Administrator shall
determine the Excess Aggregate Contributions in accordance
with Section 5.1(f) and either:  (i) cause such amounts




along with the income or loss attributable thereto to be
forfeited, if not vested under the terms of the Plan, or, if
vested, distributed no later than the last day of the Plan
Year; (ii) contribute a Discretionary Contribution on behalf
of each Participant who is a Non-Highly Compensated Employee
in order that the limitations in Section 5.2 are met; or
(iii) use any combination of (i) and (ii) to satisfy the
limitations in Section 5.2.  Any forfeiture or distribution
shall be made on the basis of the respective portion of the
amount of Excess Aggregate Contributions attributable to
each Highly Compensated Employee whose Matching Contribu
tions Account received an allocation for the preceding Plan
Year.

          (b)  Calculation of Income.  The income or loss
attributable to Excess Aggregate Contributions shall be
equal to the sum of:  (i) the income or loss allocable to
the Participant's Matching Contributions, multiplied by a
fraction, the numerator of which is the Participant's Excess
Aggregate Contributions for the Plan Year, and the
denominator of which is equal to the sum of (A) that portion
of the Participant's Account attributable to Matching
Contributions at the beginning of the Participant's taxable
year, plus (B) the Participant's Matching Contributions for
the Participant's taxable year.  The income or loss
allocable to Excess Aggregate Contributions shall not
include the income or loss for the period between the end of
the taxable year and the date of distribution.

          (c)  Deadline for Distribution.  Excess Aggregate
Contributions and income allocable thereto shall be
distributed to Participants on whose behalf such Excess
Aggregate Contributions were made no later than the last day
of the Plan Year following the Plan Year for which such
Excess Aggregate Contributions were made.  Excess Aggregate
Contributions shall be distributed from the Participant's
Matching Contribution Account.

          (d)  Treatment as Annual Additions.  Excess
Aggregate Contributions shall be treated as Annual Additions
under Section 6.1(a).

     5.6  Compliance with Treasury Regulations.  The Plan shall satisfy the
requirements of Sections 401(k)(3) and 401(m)(2) of the Code
and the regulations thereunder, and such requirements are
hereby incorporated by reference.




                        ARTICLE VIVI
                              
                 LIMITATIONS ON ALLOCATIONS
                              
                              
                              
     6.1  Allocation Limitation Definitions.  For purposes of 
this Article VI, the following definitions shall apply:

          (a)  "Annual Additions" means for any Limitation
Year the sum of the following amounts credited to a
Participant's account in all qualified defined contribution
plans maintained by an Employer:  (i) Employer contribu
tions, (ii) Employee contributions, and (iii) forfeitures.
In addition, the term "Annual Additions" includes amounts
allocated after March 31, 1984, to an individual medical
account as defined in Section 415(l)(2) of the Code which is
part of a pension or annuity plan maintained by an Employer
and amounts derived from contributions paid or accrued after
December 31, 1985, in taxable years ending after such date
which are attributable to post-retirement medical benefits,
allocated to the separate account of a key employee, as
defined in Section 419A(d)(3) of the Code, under a welfare
benefit fund, as defined in Section 419(e) of the Code
maintained by an Employer.

          (b)  "Defined Benefit Fraction" means a fraction,
the numerator of which is the Projected Annual Benefit of
the Participant under all defined benefit plans maintained
by an Employer (determined as of the close of the Limitation
Year) and the denominator of which is the lesser of:

               (i)  the product of 1.25 multiplied by the
maximum dollar limitation under Section 415(b)(1)(A) of the
Code, as adjusted in accordance with regulations issued by
the Secretary of the Treasury, or

               (ii) the product of 1.4 multiplied by an
amount which is 100% of the Participant's average
Compensation for the three consecutive calendar years while
he or she was a Participant in the Plan in which his or her
Compensation was the highest.
A Participant's "Projected Annual Benefit" is the annual
benefit (as defined in Treasury Regulation Section
1.415-3(b)(1)(i)) a Participant would receive if he or she
continued employment, receiving his current Compensation in
each Limitation Year, until the later of age 65 or the
Participant's current age, and if all relevant factors used
to determine benefits under the Plan for the current Limita
tion Year remained constant for all future Limitation Years.

          (c)  "Defined Contribution Fraction" means a
fraction, the numerator of which is the sum of the Annual
Additions to the accounts of the Participant in all defined
contribution plans (as defined in Section 414(i) of the
Code) maintained by an Employer (as of the end of the
Limitation Year), and the denominator of which is the sum of
the lesser of the following amounts determined for such
Limitation Year and for each prior year of service with the
Employers:





               (i)  the product of 1.25 multiplied by the
maximum dollar limitation for a defined contribution plan
under Section 415(c)(1)(A) of the Code (determined without
regard to Section 415(c)(6) of the Code), as adjusted in
accordance with regulations issued by the Secretary of the
Treasury, or

               (ii) the product of 1.4 multiplied by an
amount equal to 25% of the Participant's Compensation.

          (d)  "Limitation Year" means the Plan Year.

     6.2 General Rule.  Notwithstanding
anything to the contrary contained in this Plan, the Annual
Additions to a Participant's Account for any Limitation Year
shall not exceed the lesser of $30,000 (or such larger
amount equal to one-fourth of the defined benefit dollar
limitation set forth in Section 415(b)(1) of the Code, as
adjusted by the Secretary of the Treasury) or 25% of the
Participant's Compensation.

     6.3 Participation in Defined Benefit Plan.  If a Participant
also is a participant in any defined benefit plan (as
defined in Section 414(j) of the Code) maintained by an
Employer, then in addition to the limitation contained in
Section 6.2, the sum of (i) the Defined Benefit Fraction and
(ii) the Defined Contribution Fraction with respect to such
Participant shall not exceed 1.0.

     6.4 Excess Annual Additions.

          (a)  Order of Reduction.  If, due to a reasonable
error in calculating a Participant's Compensation for a
Limitation Year, or due to the allocation of forfeitures, or
such other facts and circumstances, as determined by the
Internal Revenue Service, the Annual Additions to a Partici
pant's Account would exceed the limitation described in
Section 6.2, the Annual Additions made on behalf of a
Participant shall be reduced in the following order of
priority to the extent necessary to prevent the Annual
Additions to any Participant's Account from exceeding the
limitations set forth in Section 6.2:

               (i)  Refund of any employee contributions
made by the Participant to any other defined contribution
plan and earnings thereon, if such refund is authorized
under the terms of the other plan;

               (ii) Reduction in the Participant's
allocation of Salary Deferral Contributions under this Plan
for the Limitation Year in which the excess occurs; and





               (iii)     Reduction in the Participant's
allocation of Matching Contributions and Retirement
Contributions under this Plan for the Limitation Year in
which the excess occurs.
Reduction of Employer contributions under this Section 6.4
shall not affect the amount allocated to the Accounts of any
Participant, except for a Participant on whose behalf the
Employer contribution was reduced.

          (b)  The excess Annual Additions reduced under
paragraph (a), above, shall be credited to a suspense
account and shall be used to reduce Employer contributions
to the Plan on behalf of all Participants in the next Plan
Year and in succeeding Plan Years, as necessary.  Notwith
standing the foregoing, any Salary Deferral Contributions
that are reduced in accord with this Section 6.4 shall be
refunded to the Participant.

          (c)  Treatment of Amounts in Suspense Accounts.
Excess amounts, while retained in a suspense account, shall
not participate in the allocation of investment gains and
losses under Section 12.3 until reapplied to the
Participants' Accounts and shall not be distributed to
Participants.  In the event of termination of the Plan, the
suspense account shall revert to the Employers to the extent
that it may not then be allocated to any Participant's
Account.  Notwithstanding anything in the Plan to the
contrary, an Employer shall not knowingly contribute any
amount that would cause an allocation to a suspense account
as of the date the contribution is allocated.

     6.5 Aggregation of Plans.
For purposes of this Article VI, all defined contribution
plans of an Employer (whether or not terminated) shall be
treated as one defined contribution plan of the Employer,
and all defined benefit plans of an Employer (whether or not
terminated) shall be treated as one defined benefit plan of
the Employer.

     6.6 Effective Date.  The
provisions of this Article VI shall be effective January 1,
1987.
     



                       ARTICLE VIIVII
                              
                           VESTING
                              
                              
                              
     7.1     Vesting of Accounts.

          (a)  Salary Deferral Account and Rollover Account.
The Salary Deferral Account and the Rollover Account of a
Participant shall be fully vested and nonforfeitable at all
times and shall not be subject to divestment for cause.

          (b)  Retirement and Matching Contribution
Accounts.  The Retirement and Matching Contribution Accounts
of Participants who have completed less than three Years of
Service as of October 1, 1992 shall vest in accordance with
the following schedule:

                             
       Completed Years                    Vested
         of Service                     Percentage

         Less than 2                         0%
              2                             20%
              3                             40%
              4                             60%
              5                             80%
          6 or more                        100%

       


     The Retirement and Matching Contribution Accounts of
Participants who have completed three or more Years of
Service as of October 1, 1992 shall vest in accordance with
the following schedule:

                              
       Completed Years                    Vested
         of Service                     Percentage

              3                             40%
              4                             60%
              5                            100%

       

Years of Service completed prior to January 1, 1993 under
both the Prior Plan and the Snider Plan will be counted
towards the Participant's completed Years of Service under
both vesting schedules set forth above.  Notwithstanding the
foregoing, a Participant shall be fully vested in his
Retirement and Matching Contribution Accounts upon the
attainment of Normal Retirement Age or if he terminates
employment by reason of Disability or death.





          (c)  Years of Service completed under the
Norandex, Inc. Employees' Savings Plan.  Notwithstanding the
foregoing, for vesting purposes only, persons who as of
December 31, 1995 are: (i) Employees of Norandex, Inc., (ii)
Participants in the Norandex, Inc. Employees' Savings Plan,
and (iii) have completed three or more Years of Service
shall have the right to elect to have their nonforfeitable
percentage computed under the five year cliff vesting
schedule contained in the Norandex, Inc. Employees' Savings
Plan, in accordance with the procedures set forth in Section
7.5.

          (d)  Accelerated Vesting as the Result of the Sale
of the Resorts Group.  Notwithstanding the foregoing, for
vesting purposes only, Participants who terminated
employment on or after [Date of sale of resorts], by reason
of the sale of the Resorts Group shall be fully vested in
their Retirement and Matching Contribution Accounts.

          (e)  Accelerated Vesting as the Result of a Change
in Control.  Notwithstanding the foregoing, for vesting
purposes only, Participants employed in the Company's
Corporate Office shall be fully vested in his Retirement and
Matching Contribution Accounts upon a Change in Control.

     7.2     Termination of Employment; Forfeitures.

          (a)  If a Participant terminates employment and
the value of the Participant's vested Account does not
exceed $3,500 (and has never exceeded $3,500), the Partici
pant shall receive a distribution of his entire vested
Account in accordance with Article VII, and the nonvested
portion of his Account shall be treated as a forfeiture.
For purposes of this paragraph (a), if the value of a
Participant's vested Account is zero, the Participant shall
be deemed to have received a distribution of such vested
Account.

          (b)  If a Participant terminates employment and
the value of the Participant's vested Account exceeds (or
has ever exceeded) $3,500, and the Participant consents to
receive a distribution of the vested portion of his Account
in accordance with Section 8.1(b), the nonvested portion of
his Account shall be treated as a forfeiture.  If the
Participant elects to have distributed less than the entire
vested portion of his Account derived from Employer
contributions, the part of the nonvested portion that shall
be treated as a forfeiture shall be the nonvested portion of
the Participant's Account multiplied by a fraction, the
numerator of which is the amount of the distribution attrib
utable to Employer contributions and the denominator of
which is the total value of the Participant's Account
attributable to Employer contributions.

          (c)  If a Participant receives a distribution
pursuant to paragraph (a) or (b), above, and the Participant
is reemployed by an Employer, the Participant's Employer-
derived Account, determined as of the date of the distribu
tion, shall be restored from forfeitures, from income to the
Plan, or from Employer contributions if the Participant
repays to the Plan the full amount of the distribution
attributable to Employer contributions before the earlier of
five years after the first date on which the Participant is
subsequently reemployed, or the date the Participant incurs
five consecutive One-Year Breaks in Service following the
date of the distribution.  If a Participant is deemed to
receive a distribution pursuant to paragraph (a), above, and
the Participant is reemployed by an Employer before the
Participant incurs five consecutive One-Year Breaks in
Service, upon reemployment of such Participant, the Partici
pant's Employer-derived Account, determined as of the date
of the deemed distribution shall be restored from
forfeitures, from income to the Plan, or from Employer
contributions.




     7.3     Years of Service Disregarded for Vesting
Purposes.  In determining Years of Service for purposes of
determining a Participant's vested percentage under
Section 7.1, all of the Participant's Years of Service shall
be taken into account except as follows:

          (a)  If at the time of a One-Year Break in Service
a Participant does not have any vested right under
Section 7.1, Years of Service before such One-Year Break in
Service shall not thereafter be taken into account if the
number of consecutive One-Year Breaks in Service equals or
exceeds the greater of (i) the aggregate number of Years of
Service before such Breaks in Service, or (ii) five.
Service before each Break in Service shall be deemed not to
include any Service not required to be taken into account
hereunder by reason of any prior Break in Service.

          (b)  If a Participant has five consecutive One-
Year Breaks in Service, Years of Service thereafter shall
not be taken into account in determining the vested portion
of his Account derived from contributions for periods before
such Breaks in Service.

          (c)  Years of Service prior to the date the
Participant attained age 18.

     7.4     No Divestment for Cause.  Amounts vested 
pursuant to this Article VII shall not be subject to divestment for cause.

     7.5     Amendment of Vesting Schedule.  If the vesting 
schedule set forth in Section 7.1 is amended, or the Plan is 
amended in any way that directly or indirectly affects the 
computation of a Participant's vested percentage, or if the Plan is deemed
amended by an automatic change to or from a top-heavy
vesting schedule, each Participant with at least three Years
of Service may elect to have the nonforfeitable percentage
completed under the Plan without regard to such amendment or
change.  The period during which the election may be made
shall commence with the date the amendment is adopted or
deemed to be made and shall end on the latest of:
(a) 60 days after the date the amendment is adopted,
(b) 60 days after the date the amendment becomes effective,
or (c) 60 days after the date the Participant is issued
written notice of the amendment by an Employer or the Plan
Administrator.



                      ARTICLE VIII
                              
                  DISTRIBUTION OF BENEFITS
                              
                              
                              
          8.1    Distributions to Participants and
          Beneficiaries.

          (a)  Time of Distribution.  Subject to the
following provisions of this Section 8.1, when a
Participant's employment ceases, whether by reason of quit,
discharge, Disability, retirement or death, the Committee
shall determine the value of the Participant's vested
Account in accordance with Section 12.3 and cause the vested
Account to be distributed to the Participant, or, in the
case of the Participant's death, to the Participant's
Beneficiary, in the form set forth in paragraph (b), below,
as soon as practicable after the event giving rise to the
distribution occurs.  To the extent not inconsistent with
Section 8.2, payment of the balance in the Participant's
vested Account shall begin no later than the 60th day after
the latest of the close of the Plan Year in which:  (A) the
Participant attains Normal Retirement Age; (B) occurs the
fifth anniversary of the year in which the Participant
commenced participation in the Plan; or (C) the Participant
terminates service with his Employer.

          (b)  Form of Distribution.  A Participant shall
receive a distribution of his vested Account in the form of
a single sum payment in cash or in kind.  Notwithstanding
the foregoing, a Participant (or the Participant's
Beneficiary in the case of the death of the Participant) who
was a participant in the Snider Plan may elect to receive a
distribution of his vested Account in the form of either
(a) a single sum payment or (b) installment payments over a
period certain.

          (c)  Distributions from the Company Common Stock
Fund.   When requesting a distribution under this Article
VIII, a Participant (or Beneficiary) may elect to receive
the portion of his Account that is invested in the Company
Common Stock Fund in whole shares of Company Common Stock.
Any balance representing fractional shares will be
distributed in cash.

          (d)  Consent to Distribution.  Notwithstanding any
other provision of the Plan to the contrary, if the value of
a Participant's vested Account exceeds (or has ever
exceeded) $3,500, distribution of the benefits shall not be
made without the Participant's written consent before the
Participant attains age 62.  The Administrator shall provide
such a Participant with written notice of his right to defer
distribution of the Participant's vested Account no less
than 30 and no more than 90 days before distribution of such
Participant's benefits have commenced.  Such notice also
shall contain an explanation of the eligibility requirements
for, the material features of, and the relative values of
the optional forms of benefits available under the Plan.
After receipt of the notice described in this paragraph (c),
a Participant may give his written consent to receive a
distribution.  If a Participant whose vested Account exceeds
(or has ever exceeded) $3,500 does not consent to receive a




distribution of his or her vested Account, the vested
Account shall remain invested in the Trust until the earlier
of the date the Participant attains age 62 or the
Participant elects to receive a distribution of his or her
vested Account.  The provisions of this paragraph (c) shall
not apply to distributions to Beneficiaries.





          (e)  Cash-Out of Small Accounts.  Notwithstanding
anything in the Plan to the contrary, in the event that the
Participant has terminated employment with a vested balance
in his Account of $3,500 or less (and has never exceeded
$3,500), the Participant's Account shall be distributed in a
single sum distribution as soon as practicable after the
Participant's termination of employment.  No distribution
may be made under this paragraph (d) after distribution of
benefits have commenced without the Participant's written
consent.

     8.2    Minimum Distribution Rules.

          (a)  Required Beginning Date for Participants.
Notwithstanding anything in the Plan to the contrary,
distribution of the balance of the Participant's Account (or
the first installment of such distribution) for a Partici
pant who attains age 702 on or after January 1, 1988 shall
begin no later than April 1 of the calendar year following
the calendar year in which the Participant attains age 702.
Notwithstanding the foregoing, a Participant who attained
age 702 in 1988 who is not a five percent owner of the
Employer and who did not retire by January 1, 1989 shall be
treated as if he retired on January 1, 1989 so that such
Participant's first possible distribution calendar year is
the 1989 Plan Year, and such Participant's required distri
bution date is April 1, 1990.  However, if the amount of
distribution required to commence on the date determined
under this subparagraph cannot be ascertained by such date,
or if it is not possible to make such distribution on such
date because the Administrator has been unable to locate the
Participant after making reasonable efforts to do so, a
distribution retroactive to that date shall be made no later
than 60 days after the earliest date on which the amount of
such distribution can be ascertained under the Plan or the
date on which the Participant is located (whichever is
applicable).

          (b)  Period of Distribution.  If the form of
distribution is other than a single sum distribution, then
the Participant's entire interest shall be paid over a
period not extending beyond the life (or the life expec
tancy) of the Participant, or the lives (or the joint life
and last survivor expectancy) of the Participant and his
Beneficiary.  For purposes of this paragraph (b), a Partici
pant may elect to have the life expectancy of either himself
or his spouse, or both, redetermined; provided, however,
that if a timely election is not made, such redetermination
shall not be made.  A Participant's election to redetermine
life expectancy shall (i) be made no later than the time
distributions are required to commence under paragraph (a)
above, (ii) be irrevocable, (iii) specify the frequency with
which redeterminations are to be made (not more frequently
than annually), and (iv) require that such redeterminations
be made from that date forward.  Notwithstanding anything in
the Plan to the contrary, all distributions shall comply
with the requirements of Section 401(a)(9) of the Code and
the regulations thereunder, including Proposed Treasury
Regulation Section 1.401(a)(9)-(2), or any successor
thereto.

          (c)  Required Distributions to Beneficiaries.
Notwithstanding any provision of this Article VIII to the
contrary, any distribution to a Participant's Beneficiary
must comply with the following requirements:

               (i)  If distributions to a Participant have
begun and the Participant dies before his entire interest
has been distributed to him, the remaining portion shall be
distributed at least as rapidly as under the distribution
method being utilized on the date of his death.

               (ii) In no event shall any distributions be
made later than December 31 of the calendar year which
contains the fifth anniversary of the Participant's death
unless the Participant's designated Beneficiary elects to
receive payments in substantially equal installments at
least annually for a period not exceeding the Beneficiary's
life expectancy, in which case the first installment must be
made by December 31 of the calendar year immediately
following the calendar year of the Participant's death.

               (iii)     An Eligible Spouse who elects to
receive installment payments or a single sum payment as set
forth in subparagraph (ii), above, may defer commencement of
payment(s) until December 31 of the calendar year the
deceased Participant would have attained age 702.  If the
Eligible Spouse elects to defer such distribution in
accordance with this subparagraph and the Eligible Spouse
dies leaving an unpaid balance, the balance shall be
distributed no later than December 31 of the calendar year
that contains the fifth anniversary of the Eligible Spouse's
death to the Beneficiary designated by the Participant or,
in the absence of any designation, to the estate of the
Eligible Spouse.

     8.3    Investment of Deferred Distributions.  If a distribution to
a Participant or to a Beneficiary is to be deferred, the
Participant shall continue to direct the investment of his
account in accordance with Section 12.1.

     8.4    Nonliability.  Any
payment to any Participant, or to his legal representative
or Beneficiary, in accordance with the provisions of the
Plan, shall to the extent thereof be in full satisfaction of
all claims under this Plan against the Trustee, the
Committee and any Employer, any of whom may require such
Participant, legal representative or Beneficiary, as a
condition precedent to such payment, to execute a receipt
therefor in such form as shall be determined by the Trustee,
the Committee, or the Employers, as the case may be.  The
Employers and the Trustee do not guarantee the Trust, the
Participants, former Participants or their Beneficiaries
against loss of or depreciation in value of any right or
benefit that any of them may acquire under the terms of this
Plan.  All benefits payable under this Plan shall be paid or
provided for solely from the Trust, and the Employers do not
assume any liability or responsibility for those benefits.





     8.5    Missing Persons.  In
the case of any benefit payable to a person under this Plan,
if the Committee is unable to locate the person within six
months from the date a certified letter was mailed to such
person notifying him of the benefit, the Committee shall
direct the Trustee to establish a segregated account, as
provided for in Section 8.4.  This account shall share in
the allocations of Trust income or loss, as provided in
Section 12.3, on a segregated basis.  The Trustee shall
continue to maintain this segregated account until: (i) the
person entitled to the benefit makes application therefor,
or (ii) the benefit reverts by escheat to the state,
whichever occurs first.

     8.6    Incompetent Participant or Beneficiary.  If the Committee
determines that any person entitled to payments under the
Plan is an infant or incompetent by reason of disability, it
may cause all payments thereafter becoming due to such
person to be made to any other person for his benefit
without responsibility for the application of amounts so
paid.  Payments made pursuant to this provision shall
completely discharge the Employers, the Trustee and the
Committee from liability to such person.

     8.7    Payment to Alternate Payee.  Distribution to an 
"alternate payee" (as defined in Section 414(p)(8) of the Code) may be made
without regard to the age or employment status of the
Participant provided payment is made pursuant to a court
order which the Administrator has determined to be a
"qualified domestic relations order" (within the meaning of
Section 414(p)(1) of the Code) in accordance with procedures
established by the Committee.  If the amount to be
distributed to an alternate payee exceeds $3,500, distri
bution shall not be made without the alternate payee's
written consent until the Participant attains age 62.

     8.8    Direct Trustee-to-Trustee Transfer.

          (a)  General Rule.  This Section 8.8 applies to
distributions made on or after January 1, 1993.  Notwith
standing any provisions of the Plan to the contrary that
would otherwise limit a Distributee's election under this
Section 8.8, a Distributee may elect, at the time and in the
manner prescribed by the Plan Administrator, to have any
portion of an Eligible Rollover Distribution paid directly
to an Eligible Retirement Plan specified by the Distributee
in a Direct Rollover.

          (b)  Definitions.

               (i)  "Eligible Rollover Distribution" means
any distribution of all or any portion of the balance to the
credit of the Distributee, except that an Eligible Rollover
Distribution does not include:  any distribution that is one
of a series of substantially equal periodic payments (not
less frequently than annually) made for the life (or life
expectancy) of the Distributee or the joint lives (or joint
life expectancies) of the Distributee and the Distributee's
designated beneficiary, or for a specified period of ten
years or more; any distribution to the extent such
distribution is required under Section 401(a)(9) of the
Code; and the portion of any distribution that is not inclu
dable in gross income (determined without regard to the
exclusion for net unrealized appreciation with respect to
employer securities).





               (ii) "Eligible Retirement Plan" means an
individual retirement account described in Section 408(a) of
the Code, an individual retirement annuity described in
Section 408(b) of the Code, an annuity plan described in
Section 403(a) of the Code, or a qualified trust described
in Section 401(a) of the Code, that accepts the
Distributee's Eligible Rollover Distribution.  However, in
the case of an Eligible Rollover Distribution to the
surviving spouse, an Eligible Retirement Plan is an
individual retirement account or individual retirement
annuity.

               (iii)     "Distributee" means an Employee or
former Employee.  In addition, the term "Distributee" means
the Employee's or former Employee's surviving spouse and the
Employee's or former Employee's spouse or former spouse who
is the alternate payee under a qualified domestic relations
order, as defined in Section 414(p) of the Code with regard
to the interest of the spouse or former spouse.

               (iv) "Direct Rollover" means a payment by the
Plan to the Eligible Retirement Plan specified by the
Distributee.




                        ARTICLE IX
                              
                    WITHDRAWALS AND LOANS
                              
                              
                              
     9.1 Withdrawals on Account of Financial Hardship.

          (a)  Withdrawals on account of financial hardship
shall be permitted only in accordance with this Section 9.1
and shall be permitted from the vested portion of any
Account of a Participant under this Plan.  Withdrawals from
the Participant's Salary Deferral and Matching Accounts
shall be limited to the amount of Salary Deferral and
Matching Contributions.  No amount attributable to income
earned on such Salary Deferral or Matching Contributions
made under this Plan may be withdrawn on account of such
hardship.  Withdrawals on account of financial hardship
shall be permitted only if the withdrawal is necessary in
light of an immediate and heavy financial need of the
Participant as described in paragraph (b), below, and if the
withdrawal is necessary to satisfy the need of the Partici
pant as set forth in paragraph (c), below.  The decision of
the Committee as to the amount, if any, which may be with
drawn shall be final and binding on all interested parties.

          (b)  Immediate and Heavy Financial Need.  For
purposes of this Section 9.1, a distribution will be deemed
to be made on account of an immediate and heavy financial
need of the Participant if the distribution is on account
of:

               (i)  Expenses for medical care previously
incurred by the Participant, his spouse or dependents as
necessary for these persons to obtain medical care;

               (ii) The payment of tuition and related
educational expenses for the next 12 months of post-
secondary education for the Participant, his spouse,
children, or dependents;

               (iii)     Costs directly related to the
purchase of a Participant's principal residence;

               (iv) Payments necessary to prevent eviction
of the Participant from his principal residence or
foreclosure on his principal residence;

               (v)  The payment of funeral expenses for the
Participant's immediate family;

               (vi) The payment of expenses incurred by a
Participant due to a natural disaster; or




               (vii)     Other expenses which the Commis
sioner of the Internal Revenue Service indicates will be
deemed to be made on account of such need.

In addition, any Participant may apply in writing to the
Committee to determine that an expense of the Participant
constitutes an immediate and heavy financial need.  The
Committee shall make such determination on the basis of
objective criteria adopted by the Committee and shall apply
such criteria on a nondiscriminatory basis.

          (c)  Necessary to Satisfy Need.  For purposes of
this Section 9.1, a distribution will be treated as
necessary to satisfy an immediate and heavy financial need
only if the criteria in either (i) or (ii), below, are
satisfied.

               (i)  Certification by Participant.  The
Committee reasonably relies on the Participant's
certification that the amount of the distribution is not in
excess of the amount required to relieve the immediate and
heavy financial need of the Participant and the need cannot
be satisfied:

                    (A)  Through reimbursement or
compensation by insurance or otherwise;

                    (B)  By reasonable liquidation of the
Participant's assets, to the extent such liquidation would
not itself cause an immediate and heavy financial need;

                    (C)  By cessation of elective  deferral
contributions (including Salary Deferral Contributions under
this Plan) under plans maintained by an Employer;

                    (D)  By other distributions or
nontaxable (at the time of the loan) loans from plans
maintained by an Employer or any other employer; or

                    (E)  By borrowing from commercial
sources on reasonable commercial terms in an amount
sufficient to satisfy the need.
Assets owned by a Participant's spouse or minor children
that are reasonably available to the Participant shall be
considered resources of the Participant.

               (ii) Safe Harbor.  All of the following
conditions are satisfied:

                    (A)  The Participant certifies that the
distribution is not in excess of the amount of the
Participant's immediate and heavy financial need;

                    (B)  The Participant has obtained all
other distributions and all nontaxable (at the time of the
loan) loans currently available under this Plan and all
plans maintained by an Employer;





                    (C)  The Participant shall not be
permitted to make elective deferral contributions or after-
tax employee contributions to any qualified or nonqualified
plan of an Employer (including cafeteria plans within the
meaning of Section 125 of the Code), except for mandatory
employee contributions to a defined benefit plan of an
Employer and contributions to health or welfare plans of an
Employer, including health or welfare plans that are part of
a cafeteria plan, within 12 months after the hardship
withdrawal;

                    (D)  The Participant's Salary Deferral
Contributions made in the calendar year following a
withdrawal on account of a financial hardship shall not
exceed $7,000 (or such other amount determined by applying
the cost-of-living adjustment factor prescribed by the
Secretary of the Treasury under Section 415(d) of the Code,
in accordance with the manner prescribed by the Secretary),
reduced by the Participant's Salary Deferral Contributions
which were made in the calendar year of the hardship
withdrawal.

     9.2 Loans to Participants.  The Committee shall administer the loan
program under the Plan, and shall have the authority to
establish uniform and nondiscriminatory rules (and to modify
and change such rules) governing the amount of the loans and
the circumstances under which such loans shall be made.
Upon application of a Participant to the Committee, the
Committee shall direct the Trustee to make loans to the
Participant on the following basis:

          (a)  Availability of Loans.  Loans shall be
available to all active Participants and those inactive
Participants who are "parties in interest" as defined in
Section 3(14) of ERISA.  An active Participant may not have
more than two loans outstanding at any one time.

          (b)  Amount of Loan.  A loan to a Participant
(when added to the outstanding balance of all other loans
from this Plan and any other qualified plan maintained by an
Employer) shall not be in an amount that exceeds the lesser
of:

               (i)  $50,000 reduced by the excess, if any, of:

                    (A)  The highest outstanding balance of
loans from the Plan during the one year period ending on the
day before the date such loan is made, over

                    (B)  The outstanding balance of loans
from the Plan on the date such loan is made; or

               (ii) 50% of the amount of the Participant's
vested Account as of the date of the origination of the
loan.
Notwithstanding the foregoing, if the Participant requests a
loan of less than $1,000, or if the maximum loan permitted
under this paragraph (b) would be less than $1,000, no loan
shall be made.





          (c)  Loan Request.  The Participant shall submit
an application to the Committee indicating the name of the
Participant and the amount of the loan requested.

          (d)  Loan Approval.  A loan requested by a
Participant shall be approved by the Committee if the
Committee determines that the amount of the loan satisfies
the requirements of paragraph (b), above, the loan is
adequately secured, and, in the case of an active Partici
pant, the Participant has agreed to repay the loan through
payroll deduction.  The Committee shall have the full
authority to approve or deny the application, and its action
shall be final.

          (e)  Interest Rate.  Each loan shall bear a
reasonable rate of interest selected by the Committee, which
shall provide the Trust with a return commensurate with the
interest rates charged by persons in the business of lending
money for loans which would be made under similar
circumstances.

          (f)  Collateral.  Each loan shall be made and
secured by collateral consisting of 50% of the Participant's
vested Account as of the date of the origination of the
loan, supported by the Participant's collateral promissory
note for the amount of the loan, made payable to the
Trustee.  The Committee may require additional security for
the loan if it determines such security is necessary in
order for the loan to be adequately secured.

          (g)  Term of Loan.  The term of a loan shall not
exceed five years, unless the loan is used to acquire a
dwelling unit which, within a reasonable period of time
(determined at the time the loan is made), is to be used as
the principal residence of the Participant, and, except as
provided by the Secretary of the Treasury, shall require
substantially level amortization of the loan (with payments
not less frequently than quarterly) over its term.

          (h)  Default.  If any loan made under this
Section 9.2 to a Participant is not repaid in accordance
with its terms, the loan shall be in default.  The Committee
shall deduct the total amount thereof, including interest
thereon, from any distribution of Trust assets to which the
Participant or his Beneficiary may be entitled to receive.
If the Participant's Account is not sufficient to pay the
remaining balance of any such loan, he shall be liable for
any balance still due, and shall continue to make payments
to the Trustee.  No distribution from the Trust shall be
made to any Participant or Beneficiary of such Participant
until all loans, including interest thereon, have been
repaid.

          (i)  Statement.  Every loan applicant shall
receive a clear statement of the charges involved in each
loan transaction, including the dollar amount and annual
interest rate of the finance charge.  The statement shall be
prepared in accordance with the Truth-in-Lending Law
(P.L. 90-321).





          (j)  Source of Loans.  All loans shall be made to
the Participant from his individual Account in the Trust and
shall be charged against such Account.  Interest and
principal repayments shall be added to such Account.

          (k)  No Owner-Employee Loans.  Notwithstanding the
foregoing provisions of this Section 9.2, no loan shall be
made to a Participant who is an "owner-employee" within the
meaning of Section 4975(d) of the Code.

          (l)  Suspension of Loan Repayments. Loan
repayments will be suspended under this Plan as permitted
under Section 414(u) of the Code.





                          ARTICLE X
                              
                        BENEFICIARIES
                              
                              
                              
     10.1 Designation.  A Participant shall
have the right to designate, on forms provided by the
Administrator, a Beneficiary or Beneficiaries to receive the
benefits (reduced by any security interest held by the Plan
by reason of a loan outstanding to the Participant) provided
by the Plan in the event of his death and shall have the
right to revoke such designation or to substitute another
Beneficiary or Beneficiaries at any time.  Notwithstanding
the preceding sentence, a married Participant's initial
designation of a Beneficiary or change in Beneficiary
designation to someone other than or in addition to his
Eligible Spouse shall not be effective unless the Eligible
Spouse consents in writing to such designation, such
designation names a Beneficiary which may not be changed
without further spousal consent (or the consent of the
Eligible Spouse expressly permits designations by the
Participant without any requirement of further consent by
the Eligible Spouse), the Eligible Spouse's consent
acknowledges the effect of such election and is witnessed by
a Plan representative or a notary public, or it is
established to the satisfaction of a Plan representative
that spousal consent cannot be obtained because there is no
Eligible Spouse, or that the Eligible Spouse cannot be
located.  In addition, no spousal consent is necessary if
the Participant has been legally separated or abandoned
within the meaning of local law and the Participant provides
the Plan representative with a court order to that effect so
long as such court order does not conflict with a qualified
domestic relations order.

     10.2  Absence of Valid Beneficiary Designation.  If, upon the
death of a Participant, former Participant or Beneficiary,
there is no valid Beneficiary designation on file with the
Administrator, the Committee shall designate the following
Beneficiary or Beneficiaries, in order of priority:

          (a)  The surviving spouse;

          (b)  Surviving issue, including adoptees, by right
of representation;

          (c)  Surviving parents, in equal shares;

          (d)  The Participant's estate.

The determination of the Committee as to which persons, if
any, qualify within the categories listed above shall be
final and conclusive upon all persons.




                        ARTICLE XI
                              
                   ESTABLISHMENT OF TRUST
                              
                              
                              
     11.1 Trust Agreement.
Contributions made by the Employers and all other assets of
this Plan shall be held in trust under a Trust Agreement.
The Company will enter into a Trust Agreement with the
Trustee for the administration of the Trust which shall
contain the assets of the Plan.  The Trustee shall not be
responsible for the administration of this Plan, but only
for the Trust established pursuant to this Plan.

     11.2 Trust Agreement Part of Plan.  The Trust Agreement 
shall be deemed to be a part of this Plan, and any rights or 
benefits accruing to any person under this Plan shall be subject 
to all of the relevant terms and provisions of the Trust Agreement,
including any amendments.  In addition to the powers of the
Trustee set forth in the Trust Agreement, the Trustee shall
have any powers, express or implied, granted to it under the
Plan.
     




                      ARTICLE XII
                              
               INVESTMENT FUNDS AND VALUATION
                              
                              
                              
     12.1     Investment of Accounts.  The Plan is intended 
to satisfy the requirements of Section 404(c) of ERISA.  The 
Committee or its designee shall select at least three separate
funds among which Participants may direct the investment of 
their Accounts, as provided below.  The Committee may change the funds from
time to time as it deems appropriate, provided that at all
times at least one fund is invested in products which is low
risk and a fund invested primarily in shares of stock of the
Louisiana-Pacific Corporation.  Any such change in funds
shall be communicated to Participants.  The Committee shall
direct the Trustee to invest any amounts awaiting investment
in a short-term investment fund.

          (a)  On joining the Plan as a Participant, the
Participant may direct the Committee as to the investment of
his Accounts among the investment funds available.  The
allocation of his Account among the funds shall be in
accordance with rules established by the Plan Administrator.

          (b)  As of each Election Date, a Participant may
change the investment of his Account and the investment of
his future contributions by reallocating the funds among the
investment choices then available in accordance with rules
established by the Plan Administrator.

          (c)  If a Participant fails to choose among
investment funds, all contributions made on his behalf and
the balance in his Account shall be invested in the guaran
teed interest investment fund or similar fund.

          (d)  All directions and changes of investment
direction shall be on forms provided by the Plan Adminis
trator and shall be made within the time prescribed by the
Committee in order to take effect as of the next Election
Date following the Committee's receipt of the appropriate
forms executed by the Participant.

     12.2     Fibreboard Common Stock Fund.  At the
discretion of the Committee, the Plan may acquire and hold
Class A Common Stock of the Fibreboard Corporation ("Company
Stock").  Participants may elect to invest amounts held in
their Account in units of a Company Stock fund ("Company
Common Stock Fund") established by the Trustee pursuant to
Section 12.1 of the Plan subject to such restrictions and
administrative procedures as are imposed by the Committee,
pursuant to its discretionary authority to administer and
interpret the Plan.

     12.3     Purchase Price.  All acquisitions and sales
of Company Stock by the Company Common Stock Fund will be
effected at the prevailing market price.




     12.4     Voting and Tender Offers.

          (a)  A Participant may direct voting of the shares
of Company Common Stock underlying the Participant's
interest in the Company Common Stock Fund.  The Trustee will
vote such shares in accordance with the directions of
Participants, as communicated in writing to the Trustee.

               (i)  A Participant whose Account is invested
in the Company Common Stock Fund will be notified by the
Trustee (or by the Company, pursuant to its normal
communications with shareholders) of each occasion for the
exercise of voting rights, within a reasonable time before
those voting rights are to be exercised.  This notification
will include all proxy statements and other information
distributed by the Company to shareholders generally,
regarding the exercise of voting rights.

               (ii) To the extent that a Participant fails
to direct the Trustee, in whole or in part, as to the
exercise of voting rights with respect to any Company Common
Stock underlying the Participant's interest in the Company
Common Stock Fund, those shares will be voted in the same
proportion as the shares for which voting instructions have
been received.

          (b)  Subject to (b)(iii) below, if the Trustee
receives a tender offer to buy Company Common Stock held by
the Trustee, a Participant may direct tender of the shares
of Company Common Stock underlying the Participant's
interest in the Company Common Stock Fund.  The Trustee will
tender such shares in accordance with the directions of
Participants, as communicated in writing to the Trustee.

               (i)  All Participants entitled to tender
Company Common Stock held by the Company Common Stock Fund
will be so notified by the Trustee (or by the Company)
within a reasonable time before the right to tender is to be
exercised.  This notification will include information
received by the Trustee as shareholder, or distributed by
the Company to shareholders generally, regarding their right
to tender.

               (ii) To the extent that a Participant fails
to direct the Trustee, in whole or in part, to tender
Company Common Stock underlying the Participant's interest
in the company Common Stock Fund, those shares will not be
tendered.

               (iii)     The Trustee will not permit
Participants to direct the tender of company Common Stock,
to the extent that the receipt or holding of the property
offered in exchange for the shares would violate any
applicable law, including ERISA.  The Committee will make
investment decisions regarding any non-cash property
received by the Company Common Stock Fund as a result of a
tender.

          (c)  Deemed Participant.  For purposes of this
Article XII, the Beneficiary of a deceased Participant will
be treated as though he was a Participant.





     12.5     Transfer From Louisiana-Pacific Plan
Transfer From Louisiana-Pacific Plan.  Assets transferred to
this Plan from the Louisiana-Pacific Employee Stock
Ownership Trust will be invested initially in the Company
stock fund to the extent invested in Company stock and will
be invested in the Louisiana-Pacific Corporation stock fund
to the extent invested in Louisiana-Pacific Corporation
stock, with any remaining assets invested according to
Participant directions as provided herein.  Thereafter the
transferred assets will be subject to Participant investment
directions to the same extent as other assets held in
Retirement Accounts.

     12.6     Valuation of Accounts.

          (a)  Within 60 days after each Valuation Date and
within 60 days after the removal or resignation of the
Trustee, the Trustee shall determine the fair market value
of the assets of the Trust as of the Valuation Date (or the
close of the shorter period ending with such resignation or
removal).  As of any Valuation Date, and before allocating
Employer contributions for the Plan Year, the Trustee shall
allocate the increment of Trust earnings to (or, as the case
may be, charge the losses against) the respective Accounts
of the Participants in proportion to the balances of such
Accounts as of the most recent prior Valuation Date.

          (b)  Notwithstanding the foregoing provisions of
paragraph (a), with respect to any amounts in a Partici
pant's Salary Deferral Account, the Trustee shall determine
the fair market value of the assets as of each Valuation
Date, and the balance of each Participant's Salary Deferral
Account shall be adjusted as of the Valuation Date to
reflect income, gains and losses of such Salary Deferral
Account as of the Valuation Date.

          (c)  The value of the Account of a Participant on
any date shall be the total of the Participant's balance in
his or her Account as of the Valuation Date coincident with
or immediately preceding that date, increased by any
distributions received and distributions made after such
Valuation Date and before the date on which the value of the
Account is to be determined.

     12.7     Individual Statements.  On not less than a quarterly basis,
Participants shall receive a written statement of account
showing applicable beginning account balances, contribu
tions, disbursements, income (or loss), ending account
balances, and other such information as may be required by
ERISA.

     12.8     Rules of Committee.
The Committee may establish such rules as it deems necessary
to carry out the provisions of this Article XII.
       




                      ARTICLE XIII
                              
             PLAN FIDUCIARIES AND ADMINISTRATION
                              
                              
                              
     13.1    Named Fiduciaries.
The authority to control and manage the operation and
administration of the Plan is vested in the named
fiduciaries specified herein.  Each named fiduciary shall be
responsible solely for the tasks allocated to it.  No
fiduciary shall have any liability for a breach of fiduciary
responsibility of another fiduciary with respect to the Plan
and Trust, unless it participates knowingly in the breach;
has actual knowledge of the breach and fails to take
reasonable remedial action to remedy such breach; or,
through its negligence in performing its own specific
fiduciary responsibilities, which give rise to its status as
a fiduciary, it has caused another fiduciary to commit a
breach of fiduciary responsibility.

     13.2    Fiduciary Standard.
Each named fiduciary and every other fiduciary under the
Plan shall discharge its duties with respect to the Plan
solely in the interests of the Participants and
Beneficiaries; and

          (a)  For the exclusive purpose of providing
benefits to Participants and their Beneficiaries and defray
ing reasonable expenses of administering the Plan;

          (b)  With the care, skill, prudence and diligence,
under the circumstances then prevailing, that a prudent man
acting in a like capacity and familiar with such matters
would use in the conduct of an enterprise of a like
character and with like aims;

          (c)  In accordance with the documents and
instruments governing the Plan, insofar as these are consis
tent with the provisions of Title I of ERISA.

     13.3    Multiple Duties and Advisors.  Any person or 
group of persons may serve in more than one fiduciary capacity 
with respect to the Plan.  A named fiduciary, or a fiduciary 
designated by a named fiduciary in accordance with the terms of the Plan,
may employ one or more persons to render advice with regard
to any responsibilities such fiduciary has under the Plan.

     13.4    Allocation and Delegation of Fiduciary
Duties.  Each named fiduciary may allocate its fiduciary
duties among its members or may delegate its
responsibilities to persons who are not named fiduciaries
with respect to the specific responsibility delegated.  Any
such allocation or delegation shall be in writing and shall
be made a permanent part of the records of the named
fiduciary.  Such allocation or delegation shall be reviewed
periodically by the named fiduciary and shall be terminable
upon such notice as the named fiduciary, in its sole
discretion, deems reasonable and prudent under the
circumstances.  An action by the Board of Directors or the
Committee allocating or delegating its named fiduciary
responsibilities shall be evidenced by a duly adopted
resolution of the Committee or of the Board of Directors.





     13.5    Indemnification.
The Company shall indemnify and hold harmless the named
fiduciaries and any officers or employees of the Employers
to which fiduciary responsibilities have been delegated,
from and against any and all liabilities, claims, demands,
costs and expenses, including attorneys' fees, which may
arise out of an alleged breach in the performance of their
fiduciary duties under the Plan and under ERISA, other than
such liabilities, claims, demands, costs and expenses as may
result from the gross negligence or willful misconduct of
such persons.  The Company shall conduct the defense of such
persons in any proceeding to which this Section 13.5,
applies.  The Company may satisfy its obligation under this
Section 13.5, in whole or in part, through the purchase of a
policy or policies of insurance; however, no insurer shall
have any rights against the Company arising out of this
Section 13.5.

    13.6 Costs and Expenses.
The costs and expenses of the named fiduciaries and the
Trustees and the administrative expenses and expenses
relating to the Trust's investment vehicles shall be paid by
the Company.

     13.7    Administrative CommitteeXIII.7
Administrative Committee.

          (a)  The Committee shall consist of two or more
persons and shall have as its officers a chairman who shall
be a member of the Committee, a secretary who may be, but
need not be, a member, and such other officers as may be
appointed by the Board of Directors.  The members of the
Committee and its officers shall be appointed by and hold
office at the pleasure of the Board of Directors and shall
serve as such without compensation.

          (b)  The Committee shall keep minutes of its
meetings and proceedings.  Every decision made or action
taken by a majority of the members then in office shall
constitute a decision or action of the Committee, and shall
be final, conclusive and binding upon all persons affected.
A Committee decision or action, under or in connection with
the Plan, may be made or taken either at a meeting held
pursuant to its rules, at which a majority of the members
then in office are present and vote in favor thereof, or
without a meeting if approved and evidenced by a writing
signed by a majority of the members then in office.  No Com
mittee member shall vote on any question relating solely to
himself.

     13.8 Plan Administrator.
The Committee shall be the Administrator of the Plan for
purposes of Section 3(16) of ERISA and Section 414(g) of the
Code, and shall have complete discretion to delegate some or
all of its responsibilities under this Section 13.8.  As
such, the Committee shall have the discretionary authority
to take all actions and make all decisions regarding the
administration of the Plan, including the discretionary
authority to interpret the terms of the Plan.  Without
limiting the generality of the foregoing, the Committee
shall have the discretionary authority to:





          (a)  Apply rules determining eligibility for
participation or benefits;

          (b)  Calculate service and compensation credits
for benefits;

          (c)  Prepare employee communications material;

          (d)  Maintain Participants' service and employment
records;

          (e)  Prepare reports required by government
agencies;

          (f)  Calculate benefits;

          (g)  Orient new Participants regarding their
rights and options under the Plan;

          (h)  Collect and apply contributions as provided
in the Plan;

          (i)  Process claims;

          (j)  Establish a loan program;

          (k)  Formulate rules and regulations necessary to
administer the Plan in accordance with its terms;

          (l)  Conduct final review of claims under the
claims review procedure;

          (m)  Establish and execute the funding policy of
the Plan;

          (n)  Invest Plan assets, if the Company has
transferred responsibility for Plan investments to the
Committee pursuant to the Trust;

          (o)  Conduct the annual review of the funding
policy and method;

          (p)  Amend the eligibility, vesting, distribution
and investment funds provisions of the Plan, when
appropriate; and make recommendations to the Board of
Directors regarding Plan amendments, when appropriate; and

          (q)  Maintain the qualified and tax-exempt status
of the Plan under the Code.

     13.9  Claims Procedures.

          (a)  Filing of Claim.  A Participant or
Beneficiary who believes he is entitled to a benefit which
he has not received may file a claim in writing with the
Committee.  The Committee may require a claimant to submit
additional information, if necessary, to process the claim.
The Committee or its delegate shall review the claim and
render its decision within 90 days from the date the claim
is filed (or the requested additional information is sub
mitted, if later), unless special circumstances require an
extension of time for processing the claim.  If such an
extension is required, written notice of the extension shall
be furnished the claimant within the initial 90 day period.
The notice shall indicate the special circumstances requir
ing the extension and the date by which the Committee
expects to reach a decision on the claim.  In no event shall
the extension exceed a period of 90 days from the end of the
initial period.





          (b)  Notice of Claim Denied.  If the Committee
denies a claim, in whole or in part, it shall provide the
claimant with written notice of the denial within the period
specified in paragraph (a) above.  The notice shall be
written in language calculated to be understood by the
claimant, and shall include the following information:

               (i)  The specific reason for such denial;

               (ii) Specific reference to pertinent Plan
provisions upon which the denial is based;

               (iii)     A description of any additional
material or information which may be needed to clarify or
perfect the request, and an explanation of why such
information is required; and

               (iv) An explanation of the Plan's review
procedure with respect to the denial of benefits.

          (c)  Review Procedure.  Any person whose claim has
been denied, in whole or in part, shall follow the review
procedures set forth herein.

               (i)  A person whose claim has been denied, in
whole or in part, may request a full and fair review of the
claim by the Committee by making written request therefor
within 60 days of the receipt of the notification of denial.
The Committee, for good cause shown, may extend the period
during which the request may be filed.  The claimant shall
be permitted to examine all documents pertinent to the claim
and shall be permitted to submit issues and comments
regarding the claim to the Committee in writing.

               (ii) The Committee shall render its decision
within 60 days after receipt of the request for review,
unless special circumstances (such as the need to hold a
hearing) require an extension of time for processing, in
which case the decision shall be rendered as soon as
possible, but not later than 120 days after receipt of a
request for review.  If an extension of time is necessary,
written notice shall be furnished to the claimant before the
extension period commences.





               (iii)     The Committee shall decide whether
a hearing shall be held on the claim.  If so, it shall
notify the claimant in writing of the time and place for the
hearing.  Unless the claimant agrees to a shorter period,
the hearing shall be scheduled at least 14 days after the
date of the notice of hearing.  The claimant and/or his
authorized representative may appear at any such hearing.

               (iv) The Committee shall send its decision on
review to the claimant in writing within the time specified
in this section.  If the claim is denied, in whole or in
part, the decision shall specify the reasons for the denial
in a manner calculated to be understood by the claimant,
referring to the specific Plan provisions on which the
decision is based.  The Committee shall not be restricted in
its review to those provisions of the Plan cited in the
original denial of the claim.

               (v)  If the Committee does not furnish its
decision on review within the time specified in this
paragraph (c), the claim shall be deemed denied on review.

     13.10     Agent for Legal Process.  The Administrator 
of the Plan shall be the Plan's agent for service of legal process.
                      



                         ARTICLE XIV
                              
                  AMENDMENT AND TERMINATION
                              
                              
                              
    14.1 Amendment.  The Board of
Directors shall have authority to amend this Plan, at any
time and from time to time, in whole or in part, by adopting
a resolution setting forth such amendment.  Any such
amendment shall be binding upon all Employers.  Such power
to amend includes the right, without limitation, to make
retroactive amendments referred to in Section 401(b) of the
Code.  However, no amendment of the Plan shall be effective
to reduce the benefits of any Participant or his Beneficiary
accrued under the Plan on the effective date of the
amendment except to the extent if such a reduction is
permitted by ERISA.

     14.2  Termination or Complete Discontinuance
of Contributions.  Although the Company has established the
Plan with the bona fide intention and expectation that it
will be able to make contributions indefinitely, neverthe
less the Company is not and shall not be under any obliga
tion or liability whatsoever to continue its contributions
or to maintain the Plan for any given length of time.  An
Employer may, in its sole and absolute discretion, discon
tinue such contributions or terminate the Plan with respect
to its Employees at any time, in accordance with the provi
sions of the Plan, with no liability whatsoever for such
discontinuance or termination.  The Company reserves the
right to terminate the Plan in its entirety at any time, in
accordance with the provisions of the Plan with no liability
whatsoever for that discontinuance or termination.  If the
Plan is terminated or partially terminated, or if contribu
tions of an Employer are completely discontinued, (1) the
rights of all affected Participants in their Accounts shall
thereupon become nonforfeitable, notwithstanding any other
provisions of the Plan.  However, the Trust shall continue
until all Participants' Accounts have been completely
distributed to or for the benefit of the Participants, in
accordance with the Plan.

    14.3   Nonreversion.

          (a)  Except as provided in this paragraph (a), the
assets of the Plan shall never inure to the benefit of an
Employer; such assets shall be held for the exclusive
purpose of providing benefits to Participants and their
Beneficiaries and for defraying the reasonable administra
tive expenses of the Plan.

               (i)  If an Employer contribution is made by
virtueof a mistake of fact, this Section 14.3 shall not
prohibit the return of such contribution to the Employer
within one year after the payment of the contribution.

               (ii) If an Employer contribution is
conditioned upon initial qualification of the Plan under
Section 401(a) of the Code, or any successor provision
thereto, and if the Plan does not so qualify, then this
Section 14.3 shall not prohibit the return of such
contribution to the Employer within one year after the date
of denial of qualification of the Plan, provided that the
application for determination is made by the time prescribed
by law for filing the Employer's return for the taxable year
in which the Plan was adopted, or such later date as the
Secretary of the Treasury may prescribe.





               (iii)     If an Employer contribution is
conditioned upon deductibility of the contribution under
Section 404 of the Code, or any successor provision thereto,
then to the extent such deduction is disallowed, this
Section 14.3 shall not prohibit the return to the Employer
of such contribution (to the extent disallowed) within one
year after such disallowance of the deduction.

          (b)  The Trustees shall have no right to modify or
amend the Plan retroactively in such a manner so as to
reduce the benefits of any Participant or his Beneficiary
accrued under the Plan by reason of contributions made by an
Employer prior to the modification or amendment, except to
the extent that such reduction is permitted by ERISA and the
Code.





                        ARTICLE XV
                              
                  MISCELLANEOUS PROVISIONS
                              
                              
                              
     15.1 Limitation of Rights; Employment Relationship.  Neither the
establishment of the Plan and the Trust, nor any
modifications thereof, nor the creation of any fund or
account, nor the payment of any benefits, shall be construed
as giving to any Participant or other person any legal or
equitable right against any Employer or the Trustee except
as provided in the Plan or Trust, and in no event shall the
terms of employment of any Employee or Participant, express
or implied, be modified or in any way affected by the Plan
or Trust.

      15.2 Transfer of Assets of Company; Transfer of
          Assets of Plan.

          (a)  If the Company merges or consolidates with or
into a corporation, or if substantially all of the assets of
the Company are transferred to another business, the Plan
hereby created shall terminate on the effective date of such
merger, consolidation or transfer.  However, if the
surviving corporation resulting from such merger or
consolidation, or the business to which the Company's assets
have been transferred, adopts this Plan, it shall continue
and such corporation or business shall succeed to all
rights, powers and duties of the Company hereunder.  The
employment of any Employee who continues in the employ of
such successor corporation or business shall not be deemed
to have been terminated for any purpose hereunder.

          (b)  In no event shall this Plan be merged or
consolidated with any other plan, nor shall there be any
transfer of assets or liabilities from this Plan to any
other plan, unless immediately after such merger, consoli
dation or transfer, each Participant's benefits, if such
other plan were then to terminate, are at least equal to or
greater than the benefits to which the Participant would
have been entitled, had this Plan been terminated immedi
ately before such merger, consolidation, or transfer.

     15.3     Spendthrift Provision.

          (a)  Except as otherwise provided in paragraph (b)
below, neither any Employer nor the Trustee shall recognize
any transfer, mortgage, pledge, hypothecation, order, or
assignment by any Participant or Beneficiary of all or part
of his interest hereunder, except a transfer pursuant to a
"qualified domestic relations order" within the meaning of
Section 414(p) of the Code or Section 303(d) of the
Retirement Equity Act of 1984, as amended.  Such interest
shall not otherwise be subject in any manner to transfer by
operation of law.  Such interest shall be exempt from the
claims of creditors or other claimants and from all orders,
decrees, levies, garnishments and/or executions and other
legal or equitable processes or proceedings against such
Participant or Beneficiary to the fullest extent permitted
by law.





          (b)  If any Participant's participation in the
Plan terminates at a time when he owes money to the Trust,
as a result of loans made to him pursuant to Section 9.2,
the Committee shall direct payment to the Trust from his
Accounts, and, if necessary, the Committee may direct
payment from other collateral on any amount so owing.

     15.4   Applicable Law; Severability.  The Plan hereby 
created shall be construed, administered and governed in 
all respects in accordance with ERISA and the laws of the
State of California; provided, however, that if any provision 
of this Plan is susceptible of more than one interpretation, 
such interpretation shall be given thereto as is consistent 
with the Plan being a qualified employees' profit sharing
plan and a qualified cash or deferred arrangement under the 
provisions for qualification set forth in the Code.  If any provision of
this Plan shall be held by a court of competent jurisdiction
to be invalid or unenforceable, the remaining provisions
shall continue in full force and effect.

     15.5 Incorporation of Trust Agreement Provisions.  The relevant
provisions of the Trust Agreement regarding:  (a) the
exclusive benefit of Participants and their Beneficiaries,
(b) amendment, (c) termination, (d) other employers,
(e) California law, (f) headings, gender and number, and
(g) nonalienation are hereby incorporated into this Plan and
are equally applicable to the Plan and to the Trust, which
Plan and Trust together shall constitute the entire Plan as
defined in the Code.

     15.6    Change of Address.  Each Participant, former 
Participant, pensioner, Beneficiary and dependent shall 
notify the Administrator in writing of each change in his 
post office address.  Any communication,
statement or notice to such person by an Employer, the
Administrator, the Committee or the Trustee in connection
with the Plan shall be sufficiently given or furnished if
sent to such person by first class mail, postage prepaid,
addressed to him at his last post office address as
disclosed by the records of the Administrator, and neither
the Employers, the Administrator, the Committee nor the
Trustee shall have any obligation to search for, or
ascertain the whereabouts of, any such person.

     15.7  Disqualification of Plan.  If, after initial 
qualification, it is finally determined that the plan and 
the trust of any Employer no longer meet the requirements 
of Sections 401(a) and 501(a) of the Code, such Employer 
will no longer participate in this Plan and Trust as of the 
date of disqualification, and the assets of the Trust allocable 
to the Employer shall be segregated as soon as possible after 
the date of final determination of disqualification and held as a separate
fund.

     15.8  Military Service. Notwithstanding any provision of 
this Plan to the contrary, contributions, benefits and service 
credit, with respect to qualified military service, will be 
provided in accordance with Section 414(u) of the Code.
                       



                          ARTICLE XVI
                              
                       TOP-HEAVY RULES
                              
                              
                              
     16.1   General Rule. Notwithstanding anything in this Plan 
to the contrary, the provisions of this Article XVI will apply 
in the event that the Plan is determined to be Top-Heavy.

     16.2    Definitions.  For purposes of this Article XVI:

          (a)  "Determination Date" means, in the case of
the first Plan Year, the last day of such Plan Year, or, in
the case of any other Plan Year, the last day of the
preceding Plan Year.  When more than one plan is aggregated,
the determination of whether the plans are Top-Heavy shall
be made at a time consistent with regulations issued by the
Secretary of the Treasury.

          (b)  "Key Employee" means an Employee or former
Employee and his Beneficiaries who, within the meaning of
Section 416(i) of the Code and the regulations thereunder,
is or at any time during the four preceding Plan Years has
been:

               (i)  An officer of an Employer whose annual
Compensation exceeds 50% of the amount in effect under
Section 415(b)(1)(A) of the Code for any such Plan Year;

               (ii) One of the ten Employees whose
Compensation from an Employer exceeds the limitation in
effect under Section 415(c)(l)(A) and who owns or is
considered as owning more than a 1/2% ownership interest and
one of the ten largest percentage ownership interests in an
Employer;

               (iii)     A 5% owner of an Employer; or

               (iv) A 1% owner of an Employer having an
annual Compensation of more than $150,000.

     For purposes of this definition, no more than
50 Employees (or, if less than 50, either three Employees or
ten percent of all Employees, whichever is greater) shall be
treated as officers.  For purposes of determining the number
of officers taken into account, Employees described in
Section 414(q)(8) of the Code shall be excluded.  In addi
tion, for purposes of determining ownership percentages
hereunder, the constructive ownership rules of Section 318
of the Code shall apply as provided by Section 416(i)(l)(B)
of the Code.  For purposes of paragraph (ii) above, if two
Employees have the same interest in an Employer, the
Employee having greater annual Compensation from the
Employer shall be treated as having a larger interest.
Beneficiaries of Key Employees shall be considered Key
Employees.





          (c)  "Non-Key Employee" means any Employee who is
not a Key Employee.

          (d)  "Permissive Aggregation Group" means any
other plans which the Company, in its discretion, elects to
aggregate with the Required Aggregation Group, provided that
the resulting group of plans satisfies Sections 401(a)(4)
and 410 of the Code.

          (e)  "Required Aggregation Group" means (i) each
plan of an Employer in which a Key Employee participates
(regardless of whether the Plan has terminated), and
(ii) each other plan of an Employer which enables any plan
described in clause (i), above, to meet the requirements of
Section 401(a)(4) or 410 of the Code.

          (f)  "Top-Heavy" means a plan in which, as of the
Determination Date, the Top-Heavy Ratio exceeds 60%.  The
determination of whether a plan is Top-Heavy shall be made
in accordance with Section 416(g) of the Code.

          (g)  "Top-Heavy Ratio" means for this Plan or the
Required Aggregation Group or Permissive Aggregation Group,
as applicable, the fraction, the numerator of which is the
sum of the account balances under the aggregated defined
contribution plans of all Key Employees as of the
Determination Date (including any part of any account
balance distributed in the five-year period ending on the
Determination Date) and the present value of accrued bene
fits (including any part of any accrued benefit distributed
in the five-year period ending on the Determination Date)
under the aggregated defined benefit plans of all Key
Employees as of the Determination Date, and the denominator
of which is the sum of all account balances (including any
part of any account balance distributed in the five-year
period ending on the Determination Date) under the aggre
gated defined contribution plans for all Participants and
the present value of accrued benefits under the defined
benefit plans (including any part of any accrued benefit
distributed in the five-year period ending on the Determi
nation Date) for all Participants as of the Determination
Date, determined in accordance with Section 416 of the Code
and the regulations thereunder.  The accrued benefit of a
Participant other than a Key Employee shall be determined
under (a) the method, if any, that uniformly applies for
accrual purposes under all defined benefit plans maintained
by an Employer, or (b) if no such method exists, as if such
benefit accrued not more rapidly than the slowest accrual
rate permitted under the fractional rule of Section
411(b)(1)(C) of the Code.

     16.3 Minimum Contribution Requirement.

          (a)  Notwithstanding anything in this Plan to the
contrary, and subject to the limitations set forth in
paragraphs (b) and (c) below, in any Plan Year in which the
Plan is Top-Heavy, the Employers shall contribute an addi
tional amount so as to provide allocations for each Non-Key
Employee who is employed on the last day of the Plan Year
(whether or not such Non-Key Employee is otherwise a Par
ticipant) of Employer contributions, exclusive of Salary and
Matching Contributions, under this Plan which equal five
percent of the Participant's Compensation.





          (b)  The percentage minimum contribution required
under paragraph (a), above, shall in no event exceed the
percentage at which contributions are made (or required to
be made) under the Plan for the Plan Year for the Key
Employee for whom such percentage is the highest for the
Plan Year.  In determining the highest rate of contribution
applicable to a Key Employee, amounts elected to be deferred
under a qualified Section 401(k) arrangement shall be
counted for purposes of Section 416 of the Code.

          (c)  No minimum contribution will be required for
a Participant under this Plan for any Plan Year if an
Employer maintains another qualified plan under which a
minimum benefit or contribution is being accrued or made for
such Participant in accordance with Section 416(c) of the
Code.

     16.4  Minimum Vesting Requirements.  In each Plan Year 
in which the Plan is Top-Heavy, a Participant's nonforfeitable 
interest shall be determined under a schedule which is not 
less favorable than the following:
                             
       Completed Years                    Vested
         of Service                     Percentage

         Less than 2                         0%
              2                             20%
              3                             40%
              4                             60%
              5                             80%
          6 or more                        100%

       

Any change in the Plan's vesting schedule resulting from a
change in the Plan's Top-Heavy status shall be made in
accordance with Section 7.5 of the Plan.





     16.5   Adjustments to Limitations on
Contributions and Benefits.  If the Plan becomes Top-Heavy,
(a) Sections 415(e)(2)(B) and (e)(3)(B) of the Code shall be
applied by substituting "1.0" for "1.25" and (b) Section
415(e)(6)(B)(i) of the Code shall be applied by substituting
"$41,500" for "$51,875."

          IN WITNESS WHEREOF, the Company has caused this
Plan to be effective the __th day of April, 1997.

                              FIBREBOARD CORPORATION

                              By:



                              Its:
                          


                          APPENDIX "A"
                             TO THE
        FIBREBOARD CORPORATION 401(k) RETIREMENT PLAN



          Effective January 1, 1997, the following entities
have adopted the Fibreboard Corporation 401(k) Retirement
Plan:

                   Fibreboard Corporation
                              
                   Pabco Metal Corporation
                              
                       Norandex, Inc.
                              
                      Vytec Corporation




                              
                  APPENDIX "B"APPENDIX "B"
                           TO THE
        FIBREBOARD CORPORATION 401(k) RETIREMENT PLAN

             FORM OF BENEFITS OF DISTRIBUTIONS
    FOR FORMER EMPLOYEES OF OKLAHOMA BETTER HOMES, INC.
       WHO PARTICIPATED IN THE OKLAHOMA BETTER HOMES, INC.
 SAVINGS PLAN AND FORMER EMPLOYEES OF STUCCO STONE PRODUCTS
    WHO PARTICIPATED IN THE STUCCO STONE PRODUCTS 401(K)
                       RETIREMENT PLAN



          The provisions of this Appendix B shall apply only
to  those  Participants who had one or more account balances
outstanding  under the Oklahoma Better Homes,  Inc.  Savings
Plan or the Stucco Stone Products 401(k) Retirement Plan  on
the Merger Date and shall, as supplemented by the provisions
of  Article VIII of the Plan, govern all distributions  made
to   those  Participants  (or  their  surviving  Spouses  or
Beneficiaries) from any Accounts maintained on their  behalf
under  the  Plan, whether before or after such Merger  Date.
Except   for   those  Participants,  no  other   individuals
participating  in the Plan from and after  the  Merger  Date
shall  be entitled to any of the benefit distribution  forms
provided under this Appendix B.

       B.1   Definitions.   For  purposes  of  applying  the
provisions  of this Appendix "B", the following  definitions
shall be in effect:

          (a)  "Annuity Contract" shall mean a paid-up, non-
transferable annuity contract issued by an insurance company
qualified  to  do business in the State of California.   Any
annuity   benefits  to  which  a  Participant  (or   his/her
surviving Spouse or Beneficiary) is entitled under this Plan
shall be provided under an Annuity Contract purchased by the
Administrator with the balance credited to the Participant's
Accounts at the time of such purchase.  The amount  of  such
monthly  benefit shall be determined in accordance with  the
annuity purchase rates in effect at the time for the Annuity
Contract.   The  purchase of the Annuity Contract  shall  be
effected  immediately  prior to the  date  benefits  are  to
commence  under the Plan, and the purchased Annuity Contract
shall   be  distributed  to  the  Participant  as  soon   as
practicable.

           (b)  "Annuity Starting Date" shall mean the first
day of the first period for which an amount is payable as an
annuity or, in the case of a benefit not payable in the form
of  an  annuity, the first day on which all the events  have
occurred which entitle the Participant to such benefit.

           (c)   "Joint  and Last Survivor Life  Expectancy"
shall  mean  the  joint  and last survivor  life  expectancy
calculated  for  the  Participant  and  his/her  Spouse   or
Beneficiary in accordance with the expected return multiples
in  Tables  V  and VI of Regulation Section 1.72-9.   Unless
otherwise  elected  by the Participant (or,  if  applicable,
his/her  Spouse  or  Beneficiary)  prior  to  the  time  the
distribution  of  benefits is required to  begin  under  the
Plan,  life  expectancies  shall be  recalculated  annually.
Such election shall be irrevocable as to the Participant (or
his/her  Spouse)  and shall apply to all  subsequent  years.
However,  the  life  expectancy of a non-spouse  Beneficiary
shall not be recalculated.





            (d)   "Life  Expectancy"  shall  mean  the  life
expectancy   calculated  for  the  Participant  or   his/her
surviving  Spouse  in  accordance with the  expected  return
multiples  in Tables V and VI of Regulation Section  1.72-9.
Unless   otherwise  elected  by  the  Participant  (or,   if
applicable,   his/her  Spouse)  prior  to   the   time   the
distribution  of  benefits is required to  begin  under  the
Plan,  life  expectancies  shall be  recalculated  annually.
Such election shall be irrevocable as to the Participant (or
his/her  Spouse)  and shall apply to all  subsequent  years.
However,  the  life  expectancy of a non-spouse  Beneficiary
shall not be recalculated.

           (e)   "Qualified Joint and 50% Survivor  Annuity"
shall  mean  an  immediate  annuity  for  the  life  of  the
Participant  with a survivor annuity for the remaining  life
of  the surviving Spouse equal to fifty percent (50%) of the
annuity  payable  during the joint lives of the  Participant
and  his/her  Spouse.  Such annuity shall be  the  actuarial
equivalent  of  the  balance credited to  the  Participant's
Account at the time the Annuity Contract is purchased.

           (f)   "Qualified Preretirement Survivor  Annuity"
shall  mean an annuity for the life of the surviving  Spouse
of  a  Participant who dies before his/her Annuity  Starting
Date  which  is  the  actuarial equivalent  of  the  Spousal
Balance  credited to the Participant's Account at  the  time
the Annuity Contract is purchased.  A former spouse shall be
treated as the surviving Spouse to the extent provided under
a Qualified Domestic Relations Order.

           (g)   "Required  Beginning Date" shall  have  the
meaning assigned to such term in Section 8.2.

           (h)  "Retirement Age" shall mean the first day of
the  month  next following the Participant's termination  of
Employee status on or after his/her attainment of age sixty-
five (65).

          (i)  "Straight Life Annuity" shall mean an annuity
payable  for  the  life  of  the Participant  which  is  the
actuarial  equivalent  of  the  balance  credited   to   the
Participant's Accounts at the time the Annuity  Contract  is
purchased.

     B.2  Automatic Form of Benefit.

          (a)  The automatic form of benefit provided to any
Participant who is married on his/her Annuity Starting  Date
shall be the Qualified Joint and 50% Survivor Annuity.





          (b)  The automatic form of benefit provided to any
Participant  who is not married on his/her Annuity  Starting
Date shall be a Straight Life Annuity.

          (c)  The automatic form of benefit provided to any
married Participant who dies before his/her Annuity Starting
Date  shall be the Qualified Preretirement Survivor Annuity.
The surviving Spouse may elect to have such benefit commence
at  any  time prior to the date the Participant  would  have
attained  age seventy and one-half (702) and may also  elect
to  receive the actuarial equivalent of such benefit in  any
of the optional forms specified in the applicable Appendix.

          (d)  The automatic form of benefit provided to any
unmarried  Participant  who  dies  before  his/her   Annuity
Starting Date shall be a distribution of his/her Accounts to
his/her  Beneficiary in any of the optional forms  specified
in the applicable Appendix.

      However,  if the balance credited to the Participant's
Accounts  at the time distribution is to commence  is  Three
Thousand Five Hundred Dollars ($3,500.00) or less, then  the
vested  balance  of  those Accounts shall  be  paid  to  the
Participant in one lump sum payment.

      B.3   Optional  Forms  of Benefit.   In  lieu  of  the
automatic form of benefit provided under Section C.2  above,
the Participant (and, if applicable, his/her Spouse or other
Beneficiary)  may, subject to the requirements  of  Sections
C.4  through  C.6, elect to receive the benefit distribution
in any of the following optional forms:

          (a)  Single lump sum payment;

          (b)  Straight Life Annuity;

      The  surviving Spouse may elect to receive  the  fifty
percent  (50%) vested balance of the Participant's  Accounts
in  a  single  lump  sum payment in lieu  of  the  Qualified
Preretirement Survivor Annuity.  If a surviving  Spouse  who
is  entitled to receive the Qualified Preretirement Survivor
Annuity  is  also  designated  as  the  Beneficiary  of  the
remaining  vested  balance  of  the  deceased  Participant's
Accounts, then that Spouse may elect to receive the combined
vested  balance  in the form of the Qualified  Preretirement
Survivor Annuity or in a single lump sum payment.

     B.4  Qualified Joint and Survivor Annuity.

          (a)  Written Explanation.  If the balance credited
to the Participant's Accounts at the time distribution is to
commence   exceeds  Three  Thousand  Five  Hundred   Dollars
($3,500.00),  then the Administrator shall  furnish  to  the
Participant and his/her Spouse a written explanation of  the
following:   (i) the terms and conditions of  the  Qualified
Joint  and 50% Survivor Annuity, including the circumstances
under  which  it  will be provided; (ii)  the  Participant's
right  to make, and the effect of, an election to waive  the
Qualified  Joint and 50% Survivor Annuity; (iii) the  rights
of  the Spouse with respect to such election, including  the
Spouse's  right  to  limit his/her  consent  to  a  specific
Beneficiary  or  a specific form of benefit;  and  (iv)  the
right  to  revoke  an  election and the  effect  of  such  a
revocation.   The  Administrator shall furnish  the  written
explanation by a method reasonably calculated to  reach  the
attention of the Participant and his/her Spouse no less than
thirty  (30)  days and no more than ninety (90) days  before
the Annuity Starting Date.





           (b)   Request for Additional Information.   After
the  written explanation is of the Qualified Joint  and  50%
Survivor Annuity given, a Participant or his/her Spouse  may
make  a  written  request for additional information.   Upon
receipt  of  the written request for additional information,
the Administrator shall provide a written explanation in non-
technical   language  which  will  explain  the  terms   and
conditions  of the Qualified Joint and 50% Survivor  Annuity
and  the financial effect upon the Participant's benefit (in
terms  of  dollars per benefit payment) of electing  not  to
have  benefits distributed in accordance with the  Qualified
Joint  and  50%  Survivor Annuity.  The written  explanation
must  be  personally delivered or mailed (first class  mail,
postage  prepaid)  to  the Participant  and  his/her  Spouse
within  thirty  (30)  days after the  date  of  the  written
request.   The  Administrator does not need to  comply  with
more  than  one  such  request by a Participant  or  his/her
Spouse.

     B.5  Qualified Preretirement Survivor Annuity.

          (a)  Written Explanation.  The Administrator shall
furnish  to  the  Participant and his/her Spouse  a  written
explanation of the following:  (i) the terms and  conditions
of  the  Qualified Preretirement Survivor Annuity, including
the  circumstances under which it will be provided; (ii) the
Participant's right to make, and the effect of, an  election
to waive the Qualified Preretirement Survivor Annuity; (iii)
the  rights  of  the Spouse with respect to  such  election,
including  the Spouse's right to limit his/her consent  only
to  a specific Beneficiary; and (iv) the right to revoke  an
election   and  the  effect  of  such  a  revocation.    The
Administrator  shall furnish the written  explanation  by  a
method  reasonably calculated to reach the attention of  the
Participant  within the applicable period.   The  applicable
period  for  a  Participant is whichever  of  the  following
periods ends last:

               (i)  the period beginning one (1) year before
the date the individual becomes a Participant and ending one
(1) year after such date; or

               (ii) the period beginning one (1) year before
the  date  the Participant's Spouse is first entitled  to  a
Qualified Preretirement Survivor Annuity and ending one  (1)
year after such date.

            If  such  notice  is  given  before  the  period
beginning  with the first day of the Plan Year in which  the
Participant attains age thirty-two (32) and ending with  the
close of the Plan Year preceding the Plan Year in which  the
Participant  attains  age thirty-five  (35),  an  additional
notice  shall be given within such period.  If a Participant
ceases  to  be an Employee before attaining age  thirty-five
(35),  an additional notice shall be given within the period
beginning  one  (1)  year before the  date  the  Participant
ceases to be an Employee and ending one (1) year after  such
date.





           (b)   Request for Additional Information.   After
the  written  explanation  of  the  Qualified  Preretirement
Survivor  Annuity is given, a Participant or his/her  Spouse
may make a written request for additional information.  Upon
receipt of a timely request for additional information,  the
Administrator  shall provide a written explanation  in  non-
technical   language  which  will  explain  the  terms   and
conditions  of the Qualified Preretirement Survivor  Annuity
and the financial effect upon the Spouse's benefit (in terms
of  dollars  per benefit payment) of electing  not  to  have
benefits   distributed  in  accordance  with  the  Qualified
Preretirement  Survivor  Annuity.  The  written  explanation
must  be  personally delivered or mailed (first class  mail,
postage prepaid) to the Participant or his/her Spouse within
thirty (30) days from the date of the written request.   The
Administrator  does not need to comply with  more  than  one
such request by a Participant or his/her Spouse.

          (c)  Election to Waive QPSA.  An election to waive
the Qualified Preretirement Survivor Annuity may not be made
by  the Participant before the date he/she is provided  with
the   notice   of   the  ability  to  waive  the   Qualified
Preretirement Survivor Annuity.  A Participant's election to
waive the Qualified Preretirement Survivor Annuity which  is
made  before the first day of the Plan Year in which  he/she
reaches  age thirty-five (35) shall become invalid  on  such
date.   However,  an  election made by a  Participant  after
he/she  ceases to be an Employee will not become invalid  on
the  first day of the Plan Year in which he/she reaches  age
thirty-five (35) with respect to death benefits payable from
that   part  of  his/her  Account  attributable  to  Company
Contributions made before he/she ceased Employee status.

     B.6  Election of Optional Forms of Benefit.

          (a)  Written Explanation.  If the balance credited
to  Participant's Account is at the time distribution is  to
commence  in  excess of Three Thousand Five Hundred  Dollars
($3,500.00),  then  the  Administrator  shall  furnish   the
Participant and his/her Spouse with a written explanation of
the  optional forms of retirement benefit provided under the
Plan,  including  (without limitation):   (i)  the  material
features  and relative values of each optional  form,  in  a
manner  which complies with the notice requirements of  Code
Section  417(a)(3)), and (ii) the right of  the  Participant
and  his/her Spouse to defer distribution until the  benefit
is no longer immediately distributable.

           (b)   Election.  The Administrator shall  furnish
the written explanation by a method reasonably calculated to
reach the attention of the Participant and his/her Spouse no
less than thirty (30) days and no more than ninety (90) days
before  the  Annuity  Starting  Date.   If  the  Participant
should, after having received the written explanation of the
Qualified  Joint  and  50% Survivor  Annuity,  affirmatively
elect  a form of distribution other than the Qualified Joint
and  50%  Survivor  Annuity or the  Qualified  Preretirement
Survivor Annuity, then the election shall be valid  only  if
the consent requirements of Section 9.07(c) are satisfied.





          (c)  Consent.

                (i)   Requirement of Consent.   Any  benefit
which  is  immediately distributable or payable  in  a  form
other than a Qualified Joint and 50% Survivor Annuity  or  a
Qualified   Preretirement  Survivor  Annuity  requires   the
written consent of the Participant and his/her Spouse  prior
to  distribution.  Spousal consent will not be  required  if
the  Participant  establishes to  the  satisfaction  of  the
Administrator  that  the consent of  the  Spouse  cannot  be
obtained because there is no Spouse or the Spouse cannot  be
located.   Neither  the consent of the Participant  nor  the
Spouse  shall  be required to the extent that a distribution
is  required to satisfy Code Section 401(a)(9)  or  415.   A
benefit  is  immediately distributable if any  part  of  the
benefit   could  be  distributed  to  the  Participant   (or
surviving  Spouse) before the Participant attains (or  would
have attained if not deceased) age sixty two (62).

                (ii)  Form of Consent.  The consent  of  the
Participant and, if applicable, his/her Spouse must be  made
in  writing and witnessed by a plan representative or notary
public.   In  the  event  the Spouse  elects  to  waive  the
Qualified  Joint and 50% Survivor Annuity, the Spouse  shall
have  the  right to limit such consent only  to  a  specific
Beneficiary or a specific form of distribution.  The  Spouse
can  relinquish one or both of those rights.  In  the  event
the  Spouse  elects  to  waive the  Qualified  Preretirement
Survivor  Annuity, the Spouse shall also have the  right  to
limit  such consent only to a specific Beneficiary  but  can
relinquish  that  right.   In each  instance,  the  Spouse's
consent   must  acknowledge  the  effect  of   the   waiver,
including:

                     (A)   the Spouse had the right to limit
his/her  consent  only  to  a specific  Beneficiary  or,  if
applicable, to a specific form of benefit,

                    (B)  the Spouse voluntarily relinquished
of one or both of those rights, and

                     (C)   the Spouse understands the effect
such consent has upon the benefits which would otherwise  be
payable  to him/her under the automatic forms of benefit  in
effect under the Plan.

          Unless the consent of the Spouse expressly permits
designations  by  the Participant without a  requirement  of
further  consent by that Spouse, the Spouse's consent  shall
be  limited to the form of benefit, if applicable,  and  the
Beneficiary  or  Beneficiaries named  in  the  election.   A
Spouse's  consent  shall not be valid with  respect  to  any
other  Spouse.  A Participant may revoke the prior  election
without his/her Spouse's consent.  However, any new election
to  receive  a  distribution in any form other  than  in  an
automatic  form, as specified in Section B.2, shall  require
spousal   consent  unless  the  Spouse's  consent  expressly
permits  such  election by the Participant  without  further
consent by that Spouse.  The Spouse's consent may be revoked
at any time within the Participant's election period.

                (iii)     Timing of Consent.  The consent of
the  Participant  or his/her Spouse to a  benefit  which  is
immediately distributable must not be made before  the  date
the  Participant  and his/her Spouse are provided  with  the
notice  of  the  ability to defer the distribution  and  the
explanation  of the optional benefit forms.  Not  less  than
thirty (30) days nor more than ninety (90) days prior to the
date  specified for distribution, the Participant  (and,  if
applicable,  his/her Spouse) shall be provided with  written
information  relating  to  his/her  right  to   defer   such
distribution in accordance with the guidelines set forth  in
this Appendix B.




      B.7   Special Payment Date.  The Participant may elect
an Annuity Starting Date which is less than thirty (30) days
after the written explanation under Sections B.4 and B.6  is
furnished  to  the Participant and his/her Spouse,  provided
the  following  requirements are met:  (i) the Administrator
provides  information to the Participant clearly  indicating
that  the Participant has a right to at least a thirty (30)-
day  period  in  which  to consider  whether  to  waive  the
Qualified  Joint  and 50% Survivor Annuity  and  consent  to
another  form  of  distribution;  (ii)  the  Participant  is
permitted to revoke an affirmative distribution election  at
least  until the Annuity Starting Date or, if later, at  any
time  prior  to the expiration of the seven (7)  day  period
beginning  with  the  day  after  the  explanation  of   the
Qualified Joint and 50% Survivor Annuity is provided to  the
Participant; (iii) the Annuity Starting Date must be a  date
after  the  date  that the explanation is  provided  to  the
Participant,  but  may be a date before  the  date  that  an
affirmative   distribution   election   is   made   by   the
Participant;  and  (iv) the distribution must  not  actually
commence  before the expiration of the foregoing seven  (7)-
day period.

      B.8  Timing of Death Distribution.  Distribution shall
generally  be  made at such time and in such manner  as  set
forth in Article VIII, except as follows:

          (a)  If the Participant dies after distribution of
his/her  interest  has begun on his/her  Required  Beginning
Date,  the remaining portion of such interest shall continue
to be distributed at least as rapidly as under the method of
distribution being used prior to the Participant's death.

           (b)   If the Participant dies before distribution
of  his/her  interest begins on his/her  Required  Beginning
Date, then the election period of the Beneficiary (including
the   surviving  Spouse)  shall  begin  on  the   date   the
Participant  dies  and  ends on the date  benefits  to  such
Beneficiary or Spouse must begin pursuant to the  provisions
of  this  Section  B.8.  Distribution of  the  Participant's
entire  interest shall be completed by December  31  of  the
calendar year containing the fifth (5th) anniversary of  the
Participant's death, except to the extent that  an  election
is  made to receive distributions in accordance with  clause
(i) or (ii) below:

                (i)   to  the  extent  any  portion  of  the
Participant's   interest  is  payable  to   a   Beneficiary,
distribution  may  be made over the life or  over  a  period
certain  not  greater  than  the  Life  Expectancy  of  that
Beneficiary, with such distribution to commence on or before
December  31 of the calendar year immediately following  the
calendar year in which the Participant died; or





                (ii) to the extent the distribution is to be
made  to  the Participant's surviving Spouse, the date  such
distribution must begin in accordance with clause (i)  above
shall not be earlier than the later of:

                     (A)   December 31 of the calendar  year
immediately  following  the  calendar  year  in  which   the
Participant died, or

                    (B)  December 31 of the calendar year in
which  the  Participant would have attained age seventy  and
one-half (702).

           (c)   If the Participant has not made an election
by  his/her death, the Participant's Beneficiary must  elect
the method of distribution no later than the earlier of:

                (i)   December  31 of the calendar  year  in
which  distributions would be required to begin  under  this
Section B.8, or

                 (ii)  December  31  of  the  calendar  year
containing  the fifth (5th) anniversary of the date  of  the
Participant's death.

           (d)  If the Participant has no Beneficiary or  if
the  Beneficiary  does not elect a method  of  distribution,
distribution  of the Participant's entire interest  must  be
completed by December 31 of the calendar year containing the
fifth (5th) anniversary of the Participant's death.

          (e)  For purposes of paragraphs (b) and (c) above,
if  the  surviving  Spouse dies after  the  Participant  but
before payments to such spouse begin, the provisions of  the
applicable paragraph (b) or (c) shall be applied as  if  the
surviving Spouse were the Participant.




                        "APPENDIX "C"
                           TO THE
       FIBREBOARD CORPORATION 401(k) RETIREMENT PLAN

     MERGER OF OKLAHOMA BETTER HOMES, INC. SAVINGS PLAN



          The Oklahoma Better Homes, Inc. Savings Plan (the
"Better Homes Plan") has been merged with and into the
Fibreboard Corporation 401(k) Retirement Plan (the "Plan"),
effective December 31, 1996 (the "Merger Date").  The merger
of the Plan and Better Homes Plans has been effected in
accordance with the following provisions:

     C.1  Transfer of Account Balances.  The outstanding
account balances under the Better Homes Plan were
transferred to the Plan through a direct transfer from the
trust fund for the Better Homes Plan to the Trust for the
Plan which was effected on the Merger Date.

     C.2  Amount of Account Balance.  The account balance
credited to each individual under the Better Homes Plan
immediately prior to the Merger Date was credited to the
account maintained for such individual under the Plan
immediately after the Merger Date.  Accordingly, the account
balance maintained under the Plan for each individual who
was a participant in the Better Homes Plan on the Merger
Date was, immediately after the Merger Date, credited with a
dollar amount equal to that individual's account balance
under the Better Homes Plan immediately prior to the Merger
Date.

     C.3  Protected Benefits.  The terms and provisions of
the Plan shall govern the rights, benefits and entitlements
of all Participants and any other individuals who have an
interest in any outstanding account balance under the
surviving Plan.  The terms and provisions of the Better
Homes Plan have, as of the Merger Date, been extinguished
and cease to have any force or effect.  However, any
benefits accrued under the Better Homes Plan prior to the
Merger Date shall, to the extent those benefits are
protected benefits under Code Section 411(d)(6) ("Protected
Benefits"), be preserved under the Plan and shall not in any
way be affected, reduced or eliminated as a result of the
merger of the Fibreboard and Better Homes Plans.  The
Protected Benefits for Participants who held account
balances in the Better Homes Plan as of the Merger Date
("Better Homes Participants") shall include (without
limitation) the following:

          (a)  The Automatic Form of distribution specified
in Section B.2 shall be made available to Better Homes
Participants.





          (b)  In addition to the optional forms of benefit
specified in Section B.3, the following optional forms of
benefit shall be offered to Better Homes Participants:

               (i)  Qualified Joint and 66 2/3% Survivor
Annuity;

               (ii) Qualified Joint and 100% Survivor
Annuity;

               (iii)     Straight Life Annuity with a period
certain of five (5) years;

               (iv) Straight Life Annuity with a period
certain of ten (10) years;

               (v)  Straight Life Annuity with a period
certain of fifteen (15) years; and

               (vi) Fixed period annuity for any period of
whole months which is not less than sixty (60) and does not
exceed the joint and last survivor life expectancy of the
Participant and his/her Beneficiary (without recalculation
of such life expectancy).

Unless otherwise elected by the Participant (or, if
applicable, his/her spouse) by the time distributions are
required to begin, life expectancies shall be recalculated
annually.  Such election shall be irrevocable as to the
Participant (or his/her spouse) and shall apply to all
subsequent years.  The life expectancy of a nonspouse
Beneficiary may not be recalculated.

          (c)  For purposes of determining when a Better
Homes Participant is first eligible to take a distribution
from the Plan, "Retirement Age" shall mean the Participant's
termination of Employee status on or after his/her
attainment of age fifty-seven (57).

     C.4  Investment of Account Balance.  The account
balances transferred from the Better Homes Plan to the Plan
shall remain invested in the same funds in which those
accounts were invested immediately prior to the Merger Date,
until such time as the Participants file new investment
directives in accordance with the provisions of the Plan.

          (a)  As of the Merger Date, Participants may no
longer have contributions applied to purchase life
insurance.

          (b)  A Participant who has a life insurance in his
or her account may, if the life insurance policy allows, pay
the Trustee an amount equal to the cash values of any
insurance policy on his or her life.  Such payment shall
become a part of his or her Account.  Upon receiving the
payment, the Trustee shall transfer ownership of the policy
to the Participant.  This transfer of ownership is not a
distribution from the Plan.  This option shall only be
available to a Participant if the policy would, but for the
sale, be surrendered by the Plan.





          (c)  After ceasing to be an Employee, a
Participant may have the ownership of an insurance policy on
his or her life transferred to him or her without making
payment to the Trustee if permitted by such insurance policy
and if the cash values of such policy are included in the
Participant's Account.  Any insurance policy transferred to
the Participant for which he or she has not made payment to
the Trustee is a distribution from the Plan.

     C.5  Service Credit.  Each Participant in the Plan
shall, for all purposes under the Plan, including, but not
limited to, determinations regarding eligibility to
participate in the Plan and determinations regarding a
Participant's level of vesting, be credited with all Service
credited to such Participant under the Better Homes Plan
immediately prior to the Merger Date.





                        "APPENDIX "D"
                           TO THE
       FIBREBOARD CORPORATION 401(k) RETIREMENT PLAN

   MERGER OF STUCCO STONE PRODUCTS 401(K) RETIREMENT PLAN



          The Stucco Stone Products 401(k) Retirement Plan
(the "Stucco Stone Plan") has been merged with and into the
Fibreboard Corporation 401(k) Retirement Plan (the "Plan"),
effective December 31, 1996 (the "Merger Date").  The merger
of the Fibreboard and Stucco Stone Plans has been effected
in accordance with the following provisions:

     D.1  Transfer of Account Balances.  The outstanding
account balances under the Stucco Stone Plan were
transferred to the Plan through a direct transfer from the
trust fund for the Stucco Stone Plan to the Trust Fund for
the Plan which was effected on the Merger Date.

     D.2  Amount of Account Balance.  The account balance
credited to each individual under the Stucco Stone Plan
immediately prior to the Merger Date was credited to the
account maintained for such individual under the Plan
immediately after the Merger Date.  Accordingly, the account
balance maintained under the Plan for each individual who
was a participant in the Stucco Stone Plan on the Merger
Date was, immediately after the Merger Date, credited with a
dollar amount equal to that individual's account balance
under the Stucco Stone Plan immediately prior to the Merger
Date.

     D.3  Protected Benefits.  The terms and provisions of
the Plan shall govern the rights, benefits and entitlements
of all Participants and any other individuals who have an
interest in any outstanding account balance under the
surviving Plan.  The terms and provisions of the Stucco
Stone Plan have, as of the Merger Date, been extinguished
and cease to have any force or effect.  However, any
benefits accrued under the Stucco Stone Plan prior to the
Merger Date shall, to the extent those benefits are
protected benefits under Code Section 411(d)(6) ("Protected
Benefits"), be preserved under the Plan and shall not in any
way be affected, reduced or eliminated as a result of the
merger of the Fibreboard and Stucco Stone Plans.  The
Protected Benefits for Participants who held account
balances in the Stucco Stone Plan as of the Merger Date
("Stucco Stone Participants") shall include (without
limitation) the following:

          (a)  The Automatic Form of distribution specified
in Section B.2 shall be made available to Stucco Stone
Participants.

          (b)  In addition to the optional forms of benefit
specified in Section B.3, Stucco Stone Participants shall be
offered the right to elect to receive monthly, quarterly or
annual installments over a fixed reasonable period of time,
not exceeding the life expectancy of the Participant or the
joint life and last survivor expectancy of the Participant
and his/her Beneficiary.




     D.4  Investment of Account Balance.  The account
balances transferred from the Stucco Stone Plan to the Plan
shall remain invested in the same funds in which those
accounts were invested immediately prior to the Merger Date,
until such time as the Participants file new investment
directives in accordance with the provisions of the Plan.

     D.5  Service Credit.  Each Participant in the Plan
shall, for all purposes under the Plan, including, but not
limited to, determinations regarding eligibility to
participate in the Plan and determinations regarding a
Participant's level of vesting, be credited with all Service
credited to such Participant under the Stucco Stone Plan
immediately prior to the Merger Date.
                       



                       "APPENDIX "E"
                           TO THE
       FIBREBOARD CORPORATION 401(k) RETIREMENT PLAN

        TRANSFER OF ASSETS FROM THE GENTEK BUILDING
           PRODUCTS, INC. EMPLOYEES' SAVINGS PLAN

          Assets from the Gentek Employees' Savings Plan
(the "Gentek Plan") have been transferred into the
Fibreboard Corporation 401(k) Retirement Plan (the "Plan"),
effective December 31, 1996 (the "Transfer Date").  The
transfer of assets into the Fibreboard Plan has been
effected in accordance with the following provisions:

     E.1  Transfer of Account Balances.  The outstanding
account balances (other than after-tax contributions) of
employees hired by Norandex Inc. were transferred to the
Plan through a direct transfer from the trust fund for the
Gentek Plan to the Trust Fund for the Plan which was
effected on the Transfer Date.

     E.2  Amount of Account Balance.  The account balance
credited to such individual under the Gentek Plan
immediately prior to the Transfer Date was credited to the
account maintained for such individual under the Plan
immediately after the Transfer Date.  Accordingly, the
account balance maintained under the Plan for such
individual who was a participant in the Gentek Plan on the
Transfer Date was, immediately after the Transfer Date,
credited with a dollar amount equal to such individual's
account balance under the Gentek Plan immediately prior to
the Transfer Date.

     E.3  Protected Benefits.  The terms and provisions of
the Plan shall govern the rights, benefits and entitlements
of all Participants and any other individuals who have an
interest in any outstanding account balance under the
surviving Plan.  The terms and provisions of the Gentek Plan
have, as of the Transfer Date, been extinguished and cease
to have any force or effect.  However, any benefits accrued
under the Gentek Plan prior to the Transfer Date shall, to
the extent those benefits are protected benefits under Code
Section 411(d)(6) ("Protected Benefits"), be preserved under
the Plan and shall not in any way be affected, reduced or
eliminated as a result of the transfer of assets into the
Fibreboard Plan.  The Protected Benefits for Participants
who held account balances in the Gentek Plan as of the
Transfer Date ("Gentek Participants") shall include (without
limitation) the right to request up to 100% of the value of
that portion of their Matching Contribution Account which
has been credited to their account for at least 2 years and
if the Gentek Participant is at least age 59-2, the
withdrawal of his Salary Deferral Account and its earnings.

     E.4  Investment of Account Balance.  The account
balances transferred from the Gentek Plan to the Plan shall
remain invested in the same funds in which those accounts
were invested immediately prior to the Transfer Date, until
such time as the Participants file new investment directives
in accordance with the provisions of the Plan.





     E.5  Service Credit.  Each Participant in the Plan
shall, for all purposes under the Plan, including, but not
limited to, determinations regarding eligibility to
participate in the Plan and determinations regarding a
Participant's level of vesting, be credited with all Service
credited to such Participant under the Gentek Plan
immediately prior to the Transfer Date.




                     AMENDMENT NO. 2 TO
                   FIBREBOARD CORPORATION
                   401(K) RETIREMENT PLAN
                  RESTATED JANUARY 1, 1997
             (As Amended through March 9, 1998)


          In connection with the acquisition of Fibreboard
Corporation by Owens Corning, effective July 3, 1997, and in
accordance with the provisions of Article XII of the
Fibreboard Corporation 401(k) Retirement Plan, restated
effective January 1, 1997 (the "Plan"), the Plan is hereby
amended as follows:

1.   Effective March 9, 1998, Section 12.2 is amended, in
its entirety, to read as follows:

               Owens Corning Common Stock Fund.  At the
discretion of the Committee, the Plan may acquire and hold
Common Stock of Owens Corning ("Company Stock").
Participants may elect to invest amounts held in their
Account in units of a Company Stock fund ("Company Common
Stock Fund") established by the Trustee pursuant to Section
12.1 of the Plan subject to such restrictions and
administrative procedures as are imposed by the Committee,
pursuant to its discretionary authority to administer and
interpret the Plan.

          IN WITNESS WHEREOF, Fibreboard Corporation has
caused this instrument to be executed by its duly authorized
officer this 9th day of March, 1998.


                              Fibreboard Corporation


                              By: /s/ Michael I. Miller
                              Michael I. Miller, Treasurer

EX-5

                                               EXHIBIT 5






March 17, 1998



Owens Corning
Owens Corning World Headquarters
Toledo, Ohio 43659

Re: FIBREBOARD 401(K) RETIREMENT PLAN

Ladies and Gentlemen:

I am Vice President, Senior Counsel, Corporate
Transactions and Assistant Secretary of Owens Corning (the
"Company"), a Delaware corporation, and have acted as
counsel to the Company in connection with the preparation
and filing with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, of a
Registration Statement on Form S-8 (the "Registration
Statement") relating to the registration, in connection
with the Fibreboard  401(k) Retirement Plan (the "Plan"),
of 200,000 shares of the Company's Common Stock, par value
$.10 per share ("Covered Shares"), each of which Covered
Share includes a Preferred Share Purchase Right relating
to the Company's Series A Participating Preferred Stock,
no par value.

In so acting, I have supervised other members of the
Company's Law Department and outside counsel who have
performed work in connection with the transactions
contemplated by the Plan.

I, or other members of the Company's Law Department or
outside counsel, have examined and relied upon the
originals, or copies certified or otherwise identified to
our satisfaction, of such corporate records, documents,
certificates and other instruments, and have made such
other investigations, as in our judgment are necessary or
appropriate to enable me to render the opinion expressed
below.  In our examination, we have assumed the
authenticity of all documents submitted to us as
originals, the conformity to original documents of all
documents submitted to us as certified or photostatic
copies and the authenticity of the originals of such
copies, the genuineness of all signatures, and the due
authority of the parties (other than the Company)
executing any such documents.




Based upon the foregoing, I am of the opinion that the
Covered Shares to be issued pursuant to the Plan have been
duly and validly authorized for issuance and, when issued
and paid for in accordance with the terms of the Plan,
will be legally and validly issued, fully paid and non-
assessable.

I am a member of the Bar of the State of Ohio and do not
hold myself out as an expert on the laws of any other
state except the corporate laws of the State of Delaware,
and my opinion is limited to the laws of Ohio, the
corporate laws of the State of Delaware and the federal
laws of the United States.

I consent to the use of this opinion as an exhibit to the
Registration Statement.


Very truly yours,



/s/ Dennis L. Jarvela
Dennis L. Jarvela
Vice President, Senior Counsel, Corporate
Transactions and Assistant Secretary

DLJ\

EX-23

                                             EXHIBIT 23.1








        CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS



As  independent public accountants, we hereby  consent  to
the   incorporation  by  reference  in  this  Registration
Statement  of our report dated January 27, 1998,  included
in  Owens  Corning's Form 10-K for the year ended December
31,  1997,  and to all references to our Firm included  in
this Registration Statement.






                              Arthur Andersen LLP







Toledo, Ohio
March 17, 1998