EXHIBIT 10(iii)(g)

                           PLY GEM INDUSTRIES, INC.

                          INCENTIVE COMPENSATION PLAN

Section 1.      Purpose

        The purpose of this Plan is to recognize and reward key employees of the
Company for the attainment of established performance goals reflecting both 
annual and long-term results which further the success of the Company.

Section 2.      Definitions

        For Plan purposes, the following terms shall have the following 
respective meanings:

        (a)     "Award" means a payment or payment opportunity granted to a 
Participant pursuant to Section 5 of the Plan.

        (b)     "Board" means the Board of Directors of Ply Gem Industries, Inc.

        (c)     "Code" means the Internal Revenue Code of 1986, as amended from 
time to time.

        (d)     "Committee" means a committee designated by the Board and 
comprised of two or more non-employee members of the Board, each of whom is an 
"outside director" within the meaning of Section 162(m) of the Code.

        (e)     "Company" means Ply Gem Industries, Inc., including any 
subsidiary and division, and any other entity in which the Company has a 
significant equity interest, as determined by the Committee.

        (f)     "Net Profit Margin" means the quotient resulting from dividing 
Net Income by Net Sales for the applicable period designated by the Committee.

        (g)     "Net Income" means such amount as is reported in the Company's 
annual report to stockholders, but before extraordinary items and the cumulative
effect of accounting changes, for the applicable period.

        (h)     "Net Sales" means such amount as is reported in the Company's 
annual report to stockholders, but before extraordinary items and the cumulative
effect of accounting changes, for the applicable period.

        (i)     "Operating Income" means such amount of income from operations 
as is reported in the Company's annual report to stockholders, or comparable 
amount for a subsidiary or division, for the applicable period.

        (j)     "Participant" means an employee of the Company designated by the
Committee to receive an Award.

        (k)     "Performance Period" means either, as designated by the 
Committee, a single fiscal year of the Company, or three successive fiscal years
of the Company.


        (l)     "Plan" means the Incentive Compensation Plan as set forth herein
and as may be amended from time to time pursuant to Section 14.

        (m)     "RONA" means the quotient resulting from dividing Operating 
Income, by the average of applicable net assets, as determined by the Committee,
for the applicable period.


Section 3.      Administration

        (a)     The Committee shall have full power and authority to construe, 
interpret and administer the Plan and to make rules and regulations subject to 
the provisions of the Plan. All decisions, actions, determinations and 
interpretations of the Committee shall be made in its sole discretion and shall 
be final, conclusive and binding on all parties.

        (b)     No member of the Committee shall be personally liable by reason 
of any contract or other instrument executed by him, or on his behalf, in his 
capacity as a member of the Committee or for any mistake of judgment made in 
good faith. To the extent permitted by law, the Company shall indemnify and hold
harmless each member of the Committee and each other officer, employee or 
director of the Company to whom any duty or power relating to the administration
of the Plan has been delegated, against any cost or expense (including counsel 
and related fees) or liability (including any sum paid in settlement of a claim 
with approval of the Committee) arising out of any act or omission in connection
with the Plan unless arising out of such person's own fraud, gross negligence, 
willful misconduct or bad faith.


Section 4.      Eligibility for Participation

        (a)     The Committee shall select Participants from among officers and 
other key employees of the Company. No member of the Committee or other 
non-employee member of the Board shall participate in the Plan.

        (b)     The Committee may also grant an Award to a person (or his or her
beneficiary or estate) who has terminated employment with the Company prior to 
the end of a Performance Period based on the terms of the Award or the 
Committee's determination that the person is deserving of such an Award.


Section 5.      Determination and Payments of Award

        (a)     For each Performance Period, the Committee shall, in its 
discretion, establish target award levels and respective performance measure(s) 
which are to be attained for the applicable Award(s). The performance measures
used shall be Net Profit Margin, Net Income, Net Sales, Operating Income, and
RONA, either solely or in combination, as established in the discretion of the
Committee. The Committee shall have the right to reduce or eliminate Awards
otherwise payable under the Plan.

        (b)     Following the conclusion of the applicable Performance Period, 
the Committee shall authorize the payment of Awards to Participants. However, an
Award payment to any one Participant for a fiscal year Performance Period shall 
not exceed five percent (5%) of Operating Income for such year and an Award 
payment to any one Participant for a three-year Performance Period shall not 
exceed two percent (2%) of cumulative Operating Income for such period.

        (c)     Awards may be paid in cash, shares of Common Stock or a 
combination and payments may be deferred pursuant to Section 7, all as 
determined by the Committee.



 
Section 6.      Withholding Tax

        The Company shall deduct from any payments under the Plan, a sufficient 
amount to cover withholding of any federal, state or local taxes required by 
law.


Section 7.      Payment Deferrals

        The Committee may require or permit Participants to elect to defer the 
payment of Awards under such rules and procedures as it may establish under the 
Plan, including providing for the payment or crediting of interest on the 
deferred amounts or the payment or crediting of dividend equivalents if deferred
amounts are denominated in Common Stock equivalents.


Section 8.      Transferability and Exercisability

        Awards and rights to deferred payments, granted under the Plan shall not
be transferable or assignable other than by will or the laws of descent and 
distribution.


Section 9.      Other Benefit and Compensation Programs

        Unless otherwise specifically determined by the Committee, settlements 
of Awards received by Participants under the Plan shall not be deemed a part of 
a Participant's regular, recurring compensation for purposes of calculating 
payments or benefits from any Company benefit plan, severance program or 
severance pay law of any country, or benefits that may be provided pursuant to a
contractual obligation of the Company. Further, the Company may adopt other 
compensation programs, plans or arrangements as it deems appropriate or 
necessary.


Section 10.     Unfunded Plan

        Unless otherwise determined by the Committee, the Plan and any deferred 
amounts under Section 7 hereof, shall be unfunded and shall not create (or be 
construed to create) a trust or a separate fund or funds. The Plan shall not 
establish any fiduciary relationship between the Company and any participant or 
other person. To the extent any person holds any rights by virtue of a grant 
awarded under the Plan, such rights (unless otherwise determined by the 
Committee) shall be no greater than the rights of an unsecured general creditor 
of the Company.


Section 11.     Future Rights

        No person shall have any claim or rights to be granted an award under 
the Plan, and no participant shall have any rights under the Plan to be retained
in the employ of the Company. Likewise, participation in the Plan will not in 
any way affect the Company's right to terminate the employment of the 
participant at any time with or without cause. Participation in the Plan with 
respect to any Performance Period shall not affect the Committee's right to 
include or exclude any person for participation with respect to any other 
Performance Period.


Section 12.     Governing Law

        The validity, construction and effect of the Plan and any actions taken 
or relating to the Plan shall be determined in accordance with the laws of the 
State of New York and applicable federal law.


Section 13.     Successors and Assigns

        The Plan shall be binding on all successors and assigns of a 
Participant, including, without limitation, the estate of such Participant and 
the executor, administrator or trustee of such estate, or any receiver or 
trustee in bankruptcy or representative of the particpant's creditors.


Section 14.     Amendment or Termination

        The Committee may from time to time amend or terminate the Plan, 
provided that no amendment shall increase the maximum amount payable to a 
Participant for a Performance Period as specified in Section 5; and further 
provided that no amendment will cause an Award to become subject to the tax 
deduction limitation contained in section 162(m) of the Code.


Section 15.     Effective Date

        The Plan shall become effective upon its approval by the stockholders of
the Company. Such approval shall constitute the effectiveness of Awards granted 
by the Committee prior to such approval for purposes of qualifying such Awards 
for the performance-based exemption provided under section 162(m) of the Code.