
                    DEFERRED COMPENSATION PLAN
             FOR DIRECTORS OF ACTION INDUSTRIES, INC.


1.  Purpose.  The purpose of the Deferred Compensation Plan for
Directors (the "Plan") of Action Industries, Inc. (the "Company")
is to offer nonemployee members of the Board of Directors of the
Company the opportunity to defer receipt of their cash
compensation.

2.  Definitions.  Except as otherwise expressly provided or
unless the context otherwise requires, the terms defined in
Section 2 shall have the meanings assigned to them below and
shall include the plural as well as the singular.

     2.1  "Beneficiary"  shall mean the person or persons
entitled to receive payments under the Plan after the death of a
Participant pursuant to Section 7.1.

     2.2  "Common Stock"  shall mean the stock of the Company,
par value $0.10 per share.

     2.3  "Compensation" shall mean all cash payments which a
Participant is entitled to receive from the Company for services
as a member of its Board of Directors and committees of the
Board.  Such payments may include directors' fees, retainers,
meeting fees and the like but shall exclude direct reimbursement
of expenses and any awards or grants of Common Stock, restricted
shares or stock options to purchase Common Stock under any
benefit plan established by the Company.

     2.4  "Deferral Period" shall mean the period of time
beginning on the date compensation would otherwise be paid and
ending as provided in Section 6.1(a). 

     2.5  "Deferred Account" shall mean a memorandum account
established pursuant to Section 5.1 for the purpose of crediting
Deferred Amounts and any additional amounts accrued thereon.

     2.6  "Deferred Amount" shall mean that portion of any
Compensation, the payment of which has been deferred under the
Plan.

     2.7  "Director" shall mean a member of the Board of
Directors of the Company who is not an officer or employee of the
Company or any of its respective subsidiaries.

     2.8  "Fair Market Value" shall mean as of any date the
average (rounded to the nearest cent) closing price of a share of
Common Stock, as reported currently on the American Stock
Exchange on each of the 30 trading days immediately preceding
such date.

     2.9  "Interest Rate Method" shall mean the method of valuing
Deferred Accounts described in Section 5.3(b).

     2.10  "Participant" shall mean a Director who has elected,
as provided in Section 4 to have all or a portion of his or her
Compensation deferred under the Plan.

     2.11 "Plan" shall mean this Deferred Compensation Plan for
Directors, as amended from time to time.

     2.12  "Seven Year Treasury Rate" shall mean the average for
the preceding calendar year of the constant maturity rates for
seven-year United States government securities, as published by
the Federal Reserve Board (such publication currently being
contained in statistical release H.15 (519)).

     2.13  "Share Unit Method" shall mean the method of valuing
Deferred Accounts described in Section 5.3(1).

3.  Authority.

     3.1  Approval. The Board of Directors of the Company
approved the Plan on March 2, 1995.  The Plan may be amended from
time to time as provided in Section 7.2.

     3.2  Administration.  The Plan shall be administered by the
Chief Executive Officer of the Company (the "Chief Executive
Officer") and such other person or persons from time to time
designated by the Chief Executive Officer.

     3.3  Legal Opinions.  The Company and the Chief Executive
Officer may consult with legal counsel, who may be counsel for
the Company or other counsel, with respect to their obligations
or duties hereunder, or with respect to any action or proceeding
or any question of law, and shall not be liable with respect to
any action taken or omitted by them in good faith pursuant to the
advice of counsel.

     3.4  Liability.  Any decision made or action taken by the
Company, the Board of Directors of the Company, or the Chief
Executive Officer arising out of or in connection with the
construction, administration, interpretation and effect of the
Plan shall be within the absolute discretion of all and each of
them, as the case may be, and will be conclusive and binding on
all parties.  No member of the Board of Directors and no employee
of the Company shall be liable for any act or action hereunder,
whether of omission or commission, by any other member or
employee or by any agent to whom duties in connection with the
administration of the Plan have been delegated or, except in
circumstances involving his or her bad faith, for anything done
or omitted to be done by himself or herself.

4.  Deferral of Compensation.  Each Director may elect to have
25%, 50%, 75% or 100% of his or her Compensation for any calendar
year deferred under the Plan, provided that no part of a
Director's Compensation may be deferred under the Plan after the
Director attains age 69 1/2.  Such election shall be executed in
writing by the Director, prior to the start of the fiscal year
during which such Compensation would otherwise have been paid, on
the election form attached as Exhibit A and filed with the
Secretary of the Company.  An election, once made, shall be
irrevocable for that fiscal year and shall continue in effect for
subsequent fiscal years until changed prospectively.

5.  Treatment of Deferred Compensation.

     5.1  Memorandum Account.  The Company shall establish on its
books separate memorandum accounts for each fiscal year for which
a Participant elects to defer Compensation under the Plan.  All
Compensation deferred during that year and all amounts accrued
thereon, whether during or after that year, shall be credited to
the account.  Amounts deferred during the year shall be credited
to the Participant's Deferred Account as of the date on which any
Deferred Amount would otherwise have been payable to the
Participant.

     5.2  Assets.  No assets shall be segregated or earmarked for
any Deferred Account, and nothing contained in the Plan shall be
deemed to create a trust or fund of any kind or create any
fiduciary relationship.  Nothing in this Plan shall be deemed to
give any Participant any ownership or other proprietary, security
or other rights in any funds, stock or assets owned or possessed
by the Company, whether or not earmarked for the Company's own
purposes as a reserve or fund to be utilized by the Company for
the discharge of its obligations under the Plan.  The creation of
memorandum accounts shall be merely for the purpose of recording
an unsecured contractual obligation of the Company, and to the
extent that any person acquires a right to receive payments or
distributions from the Company under the Plan, that right shall
be no greater than the right of any unsecured creditor of the
Company.

     5.3  Valuation of Accounts.  Amounts in a Participant's
Deferred Account shall be valued as follows.  Each Participant's
Deferred Account shall be valued pursuant to both the Share Unit
Method and the Interest Rate Method.  On the last day of March,
June, September and December in each year, there shall be
credited to each Participant's Deferred Account the amounts
accrued thereon pursuant to the Share Unit Method, and on the
last day of December in each year, there shall be credited to
each Participant's deferred Account the amount accrued thereon
pursuant to the Interest Rate Method, in each case as provided
below.

            (a)  Share Unit Method.  Under the Share Unit Method,
Deferred Amounts credited to a Deferred Account shall be valued
by reference to the Fair Market Value of the Common Stock, plus
the value of any distributions on the Common Stock as provided
below.  At the end of each fiscal quarter, Deferred Amounts
credited to each Deferred Account during that quarter, if any,
plus any cash dividends on the Common Stock credited to each
Deferred Account during the quarter with respect to Share Units
held in the Deferred Account during the quarter, shall be
converted into a number of whole and fractional Share Units equal
to (i) the Deferred Amount plus the dividends, divided by (ii)
the Fair Market Value of the Common Stock as of the last date of
the quarter on which the Common Stock was traded.  Fractional
Share Units shall be calculated to four decimal places.

            Share Units credited to a Participant's Deferred
Account shall be deemed to earn cash dividends equivalent to that
paid on the Common Stock during any fiscal quarter in an amount
equal to any cash dividend paid per share of Common Stock during
the fiscal quarter, multiplied by the number of Share Units
credited to the Deferred Account on the record date for the
dividend payment.  Such amounts shall be converted to Share Units
at the end of each quarter pursuant to the terms of the
immediately preceding paragraph.  In the event of any stock
dividend, stock distribution, stock split, reverse stock split,
recapitalization or reclassification of securities,
reorganization, combination or exchange of shares or other
similar changes with respect to the Common Stock, appropriate
adjustments shall be made in the Share Units credited to
Participants' Deferred Accounts as the Chief Executive Officer,
in his or her sole discretion, shall determine.

            (b)  Interest Rate Method.   Under the Interest Rate
Method, amounts credited to a Deferred Account shall accrue
interest at the end of each year in an amount equal to (i) the
Seven Year Treasury Rate for the year then ended, multiplied by
(ii) the average of the month-end balances of the Deferred
Account during the year.  Interest so accrued shall be credited
to each Participant's Deferred Account as of the last day of each
year.

     5.4  Reports.  Until all Deferred Accounts of a Participant
have been paid in full, the Company shall, prior to April 30th of
each year, furnish to the Participant an annual statement setting
forth the status of his or her Deferred Accounts as of December
31st of the preceding year.

6.  Payment of Deferred Amounts.  

     6.1  End of Deferral Period; Amount and Form of Payment.  
  
            (a)  The Deferral Period shall end with respect to
the Deferred Amount credited to the Deferred Account in any year
on the December 31st of the year which is from five to ten years
(as designated by the Participant at the time of the deferral
election) after the year in which the Deferred Amount was
credited.  Notwith-standing the foregoing, however, the Deferral
Period shall end with respect to the entire Deferred Account upon
the earliest occurrence of any of the following:  the Participant
attains age 70, dies, or ceases to be a director of the Company
for any reason.

            (b)  The aggregate amount to be paid to a Participant
or his or her Beneficiary at the end of the applicable Deferral
Period with respect to the Participant's Deferred Account shall
be equal to the greater of the value of the Deferred Account
calculated pursuant to the Share Unit Method or the Interest Rate
Method, rounded to the nearest cent.  Payments shall be made in
cash in accordance with the Participant's election under Section
6.2.

     6.2  Elections.  
 
            (a)  A Participant shall elect to receive payment of
the aggregate value of his or her Deferred Account as follows:

            (i)  in a lump sum cash payment within the first 90
days following the end of the applicable Deferral Period; or

            (ii)  in five annual cash installments commencing
within the first 90 days of the year immediately following the
end of the applicable Deferral Period.

      Such election shall be made in writing on the election form
attached as Exhibit A, filed with the Secretary of the Company or
his or her designee no later than the December 31st preceding the
commencement of the year in which the Compensation to be deferred
would otherwise have been paid.  Once made, the election shall be
irrevocable for the next year and shall continue in effect for
amounts deferred in subsequent years until changed prospectively. 
For purposes of determining the value of a Deferred Account, any
Share Units credited to a Participant's Deferred Account at the
end of the applicable Deferral Period shall be converted into a
dollar amount equal to (i) the number of whole and fractional
Share Units then credited to the Deferred Account, multiplied by 
(ii) the Fair Market Value of the Common Stock as of the last day
in the Deferral Period.

            (b)  The unpaid balance of any Deferred Account shall
accrue interest at the Seven Year Treasury Rate compounded
annually from the end of the applicable Deferral Period.

            (c)  In the case of a Deferred Account for which a
Participant has elected to receive payment in five annual
installments, the amount of each annual installment shall be
equal to (i) the amount credited to the Deferred Account,
together with interest as provided herein to the December 31st
immediately prior to the date of payment, divided by (ii) the
number of unpaid installments with respect to the Deferred
Account.

            (d)  Notwithstanding anything in Section 6.2 to the
contrary, a Participant's estate or Beneficiary, as the case may
be, shall receive payment of the entire unpaid balance credited
to his or her Deferred Account in a lump sum within 90 days
following the Participant's death.

7.  Miscellaneous.

     7.1.  Beneficiaries.  Each Participant may designate any
person or legal entity, including his or her estate, as
Beneficiary under the Plan.  The designation shall be made in
writing on the election form attached as Exhibit A and filed with
the Secretary of the Company, and may be revoked or changed by
the Participant at any time by filing written notice of
revocation or change with the Secretary of the Company.  If no
person is designated by a Participant as Beneficiary or if no
person designated by the Participant as Beneficiary survives the
Participant, the Participant's Beneficiary shall be his or her
estate.  If the Participant's estate is Beneficiary or if the
Participant's Beneficiary survives him or her but dies before
receiving all payments, the unpaid balance of the Participant's
Deferred Account shall be paid to the Participant's or
Beneficiary's estate, as the case may be, in a lump sum,
notwithstanding the Participant's election to receive payment of
his or her Deferred Account in annual cash installments pursuant
to Section 6.2(a).

     7.2  Amendment or Termination.  The Board of Directors of
the Company may modify or amend, in whole or in part, any or all
of the provisions of the Plan or suspend or terminate it
entirely.  However, any such modification, amendment, suspension
or termination may not, without the Participant's consent,
adversely affect any Deferred Amount credited to him or her for
any year ended prior to the effective date of the modification,
amendment, suspension or termination.  The Plan shall remain in
effect until terminated pursuant to this Section.

     7.3  Expenses.  All expenses and costs in connection with
the operation of the Plan shall be borne by the Company.

     7.4  Withholding.  The Company shall have the right to
deduct from any payment to be made pursuant to the Plan any
federal, state or local taxes required by law to be withheld.

     7.5  Governing Law.  The Plan shall be construed and its
provisions enforced and administered in accordance with the laws
of the Commonwealth of Pennsylvania except as such laws may be
superseded by any federal law.

     7.6  Assignment.  A Participant may not assign, anticipate
or alienate in any manner any interest arising under the Plan,
nor shall any such interest be subject to attachment, bankruptcy
proceedings or to any other legal processes or to the
interference or control of creditors or others.

     7.7  Incompetency.  If the Chief Executive Officer
determines that any Participant or Beneficiary, as the case may
be, to whom a payment is due hereunder is incompetent by reason
of physical or mental disability, or is a minor, the Chief
Executive Officer shall have the power to cause the payment
becoming due to the Participant or Beneficiary to be made to
another for the benefit of the incompetent or minor, without
responsibility of the Company or the Chief Executive Officer to
see to the application of the payment.  Payments made pursuant to
such power shall operate as a complete discharge of
responsibility of the Company and the Chief Executive Officer.    
 
     7.8  Notices.  All notices, consents, requests,
instructions, approvals and other communications to the Company
pursuant to this Plan shall be validly given, made or served, if
in writing and delivered personally, sent by telecopier (and
receipt confirmed), telegram, overnight courier service, or by
registered mail, postage prepaid, to:

                    Action Industries, Inc.
                    460 Nixon Road
                    Cheswick, PA  15024
                    Attention:  Secretary

or to such other address as the Company may from time to time
designate in a written notice given in like manner.  Notice given
by telegram shall be deemed delivered when received by the
recipient.  Notice given by registered mail as set out above
shall be deemed delivered five calendar days after the date it is
mailed, or two calendar days after it is sent by courier service. 

