(Face of Note) EXHIBIT 4.04
Form of
10 1/2% Series B Senior Subordinated Discount Notes Due 2007

FOR PURPOSES OF SECTION 1272, 1273 AND 1275 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED, THIS SECURITY IS BEING ISSUED WITH ORIGINAL ISSUE
DISCOUNT; FOR EACH $1,000 PRINCIPAL AMOUNT OF THIS SECURITY, THE ISSUE
PRICE IS $______, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT IS $______, THE
ISSUE DATE IS JUNE 17, 1997 AND THE YIELD TO MATURITY IS 10 1/2% PER ANNUM.

No. 1 $
Cusip No.

FALCON BUILDING PRODUCTS, INC.

promises to pay to Cede & Co.

or registered assigns,

the principal sum of:

Dollars on June 15, 2007

Interest Payment Dates: June 15 and December 15

Record Dates: June 1 and December 1

Dated:
FALCON BUILDING PRODUCTS, INC.

By:
---------------------------
Name:
Title:

This is one of the Global
Notes referred to in the
within-mentioned Indenture:

HARRIS TRUST AND SAVINGS BANK,
as Trustee

By:
----------------------------
Name:
Title:

(Back of Note)

10 1/2% Series B Senior Subordinated Discount Notes Due 2007

Unless and until it is exchanged in whole or in part for Notes in
definitive form, this Note may not be transferred except as a whole by the
Depository to a nominee of the Depository or by a nominee of the Depository to
the Depository or another nominee of the Depository or by the Depository or any
such nominee to a successor Depository or a nominee of such successor
Depository. Unless this certificate is presented by an authorized
representative of the Depository Trust Company (55 Water Street, New York, New
York) ("DTC"), to the issuer or its agent for registration of transfer exchange
or payment, and any certificate issued is registered in the name of Cede & Co.
or such other name as may be requested by an authorized representative of DTC
(and any payment is made to Cede & Co. or such other entity as may be requested
by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
registered owner hereof, Cede & Co., has an interest herein.

Capitalized terms used herein shall have the meanings assigned to them in
the Indenture referred to below unless otherwise indicated.

1. INTEREST. Falcon Building Products, Inc., a Delaware corporation
(the "Company"), promises to pay interest on the principal amount of this
Note at 10 1/2% per annum from June 15, 2002 until maturity and shall pay the
Liquidated Damages payable pursuant to Section 5 of the Registration Rights
Agreement referred to below. No interest will accrue on the Notes until June
15, 2002 (the "Full Accretion Date"). Until the Full Accretion Date, no
interest on the Notes will accrue, but the Accreted Value will accrete
(representing the amortization of original issue discount) between the date
of original issuance and such date, on a semi-annual bond equivalent basis
using a 360-day year comprised of twelve 30-day months such that the Accreted
Value shall be equal to the full principal amount of the Notes on the Full
Accretion date. The initial Accreted Value per $1,000 principal amount of
Notes will be $______. Beginning on June 15, 2002, interest on the Notes
will accrue at the rate of 10 1/2% per annum and will be payable in cash
semi-annually, in arrears, on June 15 and December 15, commencing on December
15, 2002 to Holders of record on the immediately preceding June 1 and
December 15. Interest on the Notes will accrue from the most recent date to
which interest has been paid or, if no interest has been paid, from the
Accretion Date. Interest will be computed on the basis of a 360-day year
comprised of twelve 30-day months. The Company shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Code) on
overdue principal and premium, if any, from time to time on demand at a rate
that is 1% per annum in excess of the rate then in effect; it shall pay
interest (including post-petition interest in any proceeding under any
Bankruptcy Code) on overdue installments of interest and Liquidated Damages
(without regard to any applicable grace periods) from time to time on demand
at the same rate to the extent lawful. Interest will be computed on the
basis of a 360-day year of twelve 30-day months.

2. METHOD OF PAYMENT. The Company will pay interest on the Notes
(except defaulted interest) and Liquidated Damages to the Persons who are
registered Holders of Notes at

the close of business on the June 1 or December 1 next proceeding the
Interest Payment Date, even if such Notes are cancelled after such record
date and on or before such Interest Payment Date, except as provided in
Section 2.12 of the Indenture with respect to defaulted interest. The Notes
will be payable as to principal, premium, interest and Liquidated Damages at
the office or agency of the Company maintained for such purpose within or
without the City and State of New York, or, at the option of the Company,
payment of interest and Liquidated Damages may be made by check mailed to the
Holders at their addresses set forth in the register of Holders, and provided
that payment by wire transfer of immediately available funds will be required
with respect to principal of and interest, premium and Liquidated Damages on,
all Global Notes and all other Notes the Holders of which shall have provided
wire transfer instructions to the Company or the Paying Agent. Such payment
shall be in such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private debts.

3. PAYING AGENT AND REGISTRAR. Initially, Harris Trust and Savings
Bank, the Trustee under the Indenture, will act as Paying Agent and
Registrar. The Company may change any Paying Agent or Registrar without
notice to any Holder. The Company or any of its Subsidiaries may act in any
such capacity.

4. INDENTURE. The Company issued the Notes under an Indenture dated as
of June 17, 1997 (the "Indenture") between the Company and the Trustee. The
terms of the Notes include those stated in the Indenture and those made part
of the Indenture by reference to the Trust Indenture Act of 1939, as amended
(15 U.S. Code Sections 77aaa-777bbbb). The Notes are subject to all such
terms, and Holders are referred to the Indenture and such Act for a statement
of such terms. The Notes are unsecured general obligations of the Company
limited to $169.317 million in aggregate principal amount.

5. OPTIONAL REDEMPTION

(a) Except as described in paragraphs (b) and (c) below, the Notes will
not be redeemable at the Company's option prior to June 15, 2002. Thereafter,
the Notes will be subject to redemption at any time at the option of the
Company, in whole or in part, upon not less than 30 nor more than 60 days'
notice, at the redemption prices (expressed as percentages of principal
amount) set forth below plus accrued and unpaid interest and Liquidated
Damages thereon, if any, to the applicable redemption date, if redeemed
during the twelve-month period beginning on June 15 of the years indicated
below.

Year Percentage

2002 . . . . . . . . . . . . . . 105.250%
2003. . . . . . . . . . . . . . .103.500%
2004. . . . . . . . . . . . . . .101.750%
2005 and thereafter . . . . . . .100.000%

(b) In addition, at any time and from time to time, prior to June 15,
2000, the Company may, on any one or more occasions, redeem up to 35% of the
aggregate principal amount at maturity of Notes at a redemption price of
110.5% of the Accreted Value thereof

(determined at the redemption date), plus accrued and unpaid Liquidated
Damages thereon, if any, to the redemption date, with the net cash proceeds
of a public offering of common stock of the Company; PROVIDED that at least
65% of the aggregate principal amount at maturity of Notes remain outstanding
immediately after the occurrence of each such redemption; and PROVIDED,
further, that such redemption shall occur within 60 days of the date of the
closing of such public offering.

(c) At any time on or prior to June 15, 2002, the Notes may be redeemed
as whole but not in part at the option of the Company upon the occurrence of
a Change of Control, upon not less than 30 nor more than 60 days' prior
notice (but in no event may any such redemption occur more than 90 days after
the occurrence of such Change of Control) mailed by first-class mail to each
Holder's registered address, at a redemption price equal to 100% of the
Accreted Value thereof plus the Applicable Premium as of, and Liquidated
Damages, if any, to, the redemption date.

6. MANDATORY REDEMPTION.

Except as set forth in paragraph 7 below, the Company shall not be
required to make mandatory redemption payments with respect to the Notes.

7. REPURCHASE AT OPTION OF HOLDER

(a) Upon the occurrence of a Change of Control, unless all Notes have
been called for redemption pursuant paragraph 5(c) above, each Holder of
Notes will have the right to require the Company to repurchase all or any
part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes
pursuant to the offer described below (the "CHANGE OF CONTROL OFFER") at an
offer price in cash (the "CHANGE OF CONTROL PAYMENT") equal to 101% of the
aggregate principal amount thereof plus accrued and unpaid interest and
Liquidated Damages thereon, if any, to the date of purchase (or, if such
Change of Control Offer occurs prior to the Full Accretion Date, 101% of the
Accreted Value thereof on the date of repurchase plus accrued and unpaid
Liquidated Damages, if any).

(b) If the Company or any Subsidiary consummates one or more Asset
Sales and does not use all of the Net Proceeds from such Asset Sales as
provided in Section 4.10 of the Indenture, the Company will be required,
under certain circumstances, to utilize the Excess Proceeds from such Asset
Sales to offer (an "EXCESS PROCEEDS "OFFER") to purchase Notes at a purchase
price in cash equal to 100% of the aggregate principal amount of the Notes
plus any accrued and unpaid interest and Liquidated Damages, if any, to the
date of purchase (or, if such Exceeds Proceeds Offer is prior to the Full
Accretion Date, 100% of the Accreted Value thereof, plus accrued and unpaid
interest and Liquidated Damages thereon, if any). If the Excess Proceeds are
insufficient to purchase all Notes tendered pursuant to any Excess Proceeds
Offer, the Company shall select the Notes to be purchased in accordance with
the terms of Article 3 and Section 4.10 of the Indenture, as applicable.

(c) If the Company consummates a Subsidiary Distribution, the Company
will be required, to offer (a "Subsidiary Distribution Offer") to purchase a
portion of the Notes pursuant

to Section 1.01 of the Indenture, at a purchase price in cash equal to 101%
of the aggregate principal amount, plus accrued interest and Liquidated
Damages thereon, if any (or, if such Subsidiary Distribution Offer is prior
to the Full Accretion Date, 101% of the Accreted Value thereof, plus accrued
and unpaid interest and Liquidated Damages thereon, if any). If the Company
is not required to purchase all of the Notes tendered pursuant to a
Subsidiary Distribution Offer, the Company shall select the Notes to be
purchased in accordance with the terms of Article 3 of the Indenture.

8. NOTICE OF REDEMPTION. Notice of redemption will be mailed at least
30 days but not more than 60 days before the redemption date to each Holder
whose Notes are to be redeemed at its registered address. Notes in
denominations larger than $1,000 may be redeemed in part but only in whole
multiples of $1,000, unless all of the Notes held by a Holder are to be
redeemed. On and after the redemption date interest ceases to accrue on Notes
or portions thereof called for redemption.

9. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered
form without coupons in denominations of $1,000 and integral multiples of
$1,000. The transfer of Notes may be registered and Notes may be exchanged
as provided in the Indenture. The Registrar and the Trustee may require a
Holder, among other things, to furnish appropriate endorsements and transfer
documents and the Company may require a Holder to pay any taxes and fees
required by law or permitted by the Indenture. The Company need not exchange
or register the transfer of any Note or portion of a Note selected for
redemption, except for the unredeemed portion of any Note being redeemed in
part. Also, it need not exchange or register the transfer of any Notes for a
period of 15 days before a selection of Notes to be redeemed or during the
period between a record date and the corresponding Interest Payment Date.

10. PERSONS DEEMED OWNERS. The registered Holder of a Note may be
treated as its owner for all purposes.

11. AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions,
the Indenture or the Notes may be amended or supplemented with the consent of
the Holders of at least a majority in principal amount of the then
outstanding Notes, and any existing default or compliance with any provision
of the Indenture or the Notes may be waived with the consent of the Holders
of a majority in principal amount of the then outstanding Notes. Without the
consent of any Holder of a Note, the Indenture or the Notes may be amended or
supplemented to cure any ambiguity, defect or inconsistency, to provide for
uncertificated Notes in addition to or in place of certificated Notes, to
provide for the assumption of the Company's obligations to Holders of the
Notes in case of a merger or consolidation, to make any change that would
provide any additional rights or benefits to the Holders of the Notes or that
does not adversely affect the legal rights under the Indenture of any such
Holder, or to comply with the requirements of the SEC in order to effect or
maintain the qualification of the Indenture under the Trust Indenture Act.

12. DEFAULTS AND REMEDIES. Events of Default include: (a) default for
30 days in the payment when due of interest on, or Liquidated Damages with
respect to, the Notes (whether or not prohibited by Article 10 of the
Indenture); (b) default in payment when due of the principal of or premium,
if any, on the Notes (whether or not prohibited by Article 10 of the
Indenture);

(c) failure by the Company for 30 days after notice to comply with the
provisions described under Sections 4.07, 4.09, 4.10, 4.15 or 5.01 of the
Indenture; (d) failure by the Company for 60 days after notice to comply with
any of its other agreements in the Indenture or the Notes; (e) the failure by
the Company or any Restricted Subsidiary that is a Significant Subsidiary to
pay any Indebtedness within any applicable grace period after final maturity
or acceleration by the holders thereof because of a default if the total
amount of such Indebtedness unpaid or accelerated exceeds $20.0 million; (f)
the failure by the Company or any of its Restricted Subsidiaries that is a
Significant Subsidiary to pay final non-appealable judgments aggregating in
excess of $20.0 million, which judgments are not paid, discharged or stayed
for a period of 60 days; (g) except as permitted by the Indenture, any
Subsidiary Guarantee by a Guarantor that is a Significant Subsidiary shall be
held in any judicial proceeding to be unenforceable or invalid or shall cease
for any reason to be in full force and effect or any Guarantor, or any Person
acting on behalf of any Guarantor, shall deny or disaffirm its obligations
under its Subsidiary Guarantee; and (h) certain events of bankruptcy or
insolvency with respect to the Company or any of its Restricted Subsidiaries
that is a Significant Subsidiary. If any Event of Default occurs and is
continuing, the Note Trustee or the Holders of at least 25% in principal
amount of the then outstanding Notes may declare all the Notes to be due and
payable immediately. Notwithstanding the foregoing, in the case of an Event
of Default arising from certain events of bankruptcy or insolvency with
respect to the Company or any of its Restricted Subsidiaries that is a
Significant Subsidiary, all outstanding Notes will become due and payable
without futher action or notice. Holders of the Notes may not enforce this
Indenture or the Notes except as provided in the Indenture. Subject to
certain limitations, Holders of a majority in principal amount of the then
outstanding Notes may direct the applicable Trustee in its exercise of any
trust or power. The may withhold from Holders of the Notes notice of any
continuing Default or Event of Default (except a Default or Event of Default
relating to the payment of principal or interest) if it determines that
withholding notice is in their interest.

13. TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or any
other capacity, may make loans to, accept deposits from, and perform services
for the Company or its Affiliates, and may otherwise deal with the Company or
its Affiliates, as if it were not the Trustee.

14. NO RECOURSE AGAINST OTHERS. A director, officer, employee,
incorporator or stockholder, of the Company, as such, shall not have any
liability for any obligations of the Company under the Notes or the Indenture or
for any claim based on, in respect of, or by reason of, such obligations or
their creation. Each Holder by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for the
issuance of the Notes.

15. AUTHENTICATION. This Note shall not be valid until authenticated by
the manual signature of the Trustee or an authenticating agent.

16. ABBREVIATIONS. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT
(= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A
(= Uniform Gifts to Minors Act).

17. ADDITIONAL RIGHTS OF HOLDERS OF TRANSFER RESTRICTED SECURITIES. In
addition to the rights provided to Holders of Notes under the Indenture, Holders
of Transferred Restricted Securities shall have all the rights set forth in the
Registration Rights Agreement dated as of June 17, 1997, between the Company and
the parties named on the signature pages thereof (the "REGISTRATION RIGHTS
AGREEMENT").

18. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders. No representation is made
as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:

Falcon Building Products, Inc.
Two North Riverside Plaza, Suite 1100
Chicago, Illinois 60606
Telecopier No.: (312) 906-8402
Attention: Gus Athas

ASSIGNMENT FORM

To assign this Note, fill in the form below: (I) or (we) assign and
transfer Note to

- -------------------------------------------------------------------------------
(Insert assignee's soc. sec. or tax I.D. no.)

- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------
(Print or type assignee's name, address and zip code)

and irrevocably appoint _______________________________________________________
to transfer this Note on the books of the Company. The agent may substitute
another to act for him.

- -------------------------------------------------------------------------------

Date:
-------------------
Your Signature:
-----------------------------------
(Sign exactly as your name appears
on the face of this Note)

Signature Guarantee.

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Company pursuant
to Section 4.10 or Section 4.15 of the Indenture or pursuant to a Subsidiary
Distribution Offer check the box below:

/ / Section 4.10 / / Section 4.15

/ / Subsidiary Distribution Offer

If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 or Section 4.15 of the Indenture or pursuant
to a Subsidiary Distribution Offer, state the amount you elect to have
purchased: $__________

Date:
-------------------
Your Signature:
-----------------------------------
(Sign exactly as your name appears
on the face of this Note)

Tax Identification No.:
---------------------------

Signature Guarantee.

SCHEDULE OF EXCHANGES OF DEFINITIVE NOTE

The following exchanges of a part of this Global Note for Definitive Notes
have been made:

Principal Amount of Signature of
Amount of decrease in Amount of increase in this Global Note authorized officer of
Principal Amount of Principal Amount of following such decrease Trustee or Note
Date of Exchange this Global Note this Global Note (or increase) Custodian
- ---------------- --------------------- --------------------- ----------------------- ---------------------