EXHIBIT 10.39 SECOND AMENDMENT TO EMPLOYMENT AGREEMENT This SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment"), dated December 31, 1997, but effective as of January 1, 1998 (the "Effective Date"), is by and between Cambridge Industries, Inc....

                                                                   EXHIBIT 10.39

                              SECOND AMENDMENT TO
                              EMPLOYMENT AGREEMENT



     This SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment"), dated
December 31, 1997, but effective as of January 1, 1998 (the "Effective Date"),
is by and between Cambridge Industries, Inc. (the "Company") and Xxxxxxx X.
Xxxxxxxx ("Executive").

     WHEREAS, Executive is employed by the Company pursuant to the terms of that
certain Employment Agreement dated November 17, 1995 between the Company and
Executive, as amended by that certain Amendment to Employment Agreement dated
March 1, 1996 (collectively, the "Agreement").

     WHEREAS, the Company and Executive wish to amend the Agreement as provided
herein.

     NOW, THEREFORE, in consideration of the agreements contained in this
Amendment, the parties hereto agree as follows:

     1.  Paragraph 3 of the Agreement is hereby amended, effective as of the
Effective Date, by adding after subparagraph (d) the following subparagraph:

               (e)  In addition to the Base Salary and other benefits provided
          herein, Executive shall be entitled to receive from the Company a
          transaction fee in connection with (i) the consummation of each
          acquisition by the Company of an additional business, and (ii) the
          completion of a recapitalization of the Company, in either case in an
          amount equal to three quarters of one percent (3/4%) of the aggregate
          transaction value of such acquisition (each such payment, a
          "Transaction Fee"); provided that, Executive may waive the payment of
          a Transaction Fee in connection with any acquisition as to which
          Executive and the Board mutually agree that a Transaction Fee is not
          appropriate. For purposes of this Agreement, in the event of a
          recapitalization completed in connection with the acquisition of an
          additional business, the transaction value shall be the greater of the
          value of the acquisition or the amount of the recapitalization.

     2.  Applicable Law.  All issues and questions concerning the construction,
validity, interpretation and enforceability of this Amendment shall be governed
by, and construed in accordance with, the law provisions (whether of the State
of Michigan or any other jurisdiction) that would cause the application of the
laws of any jurisdiction other than the State of Michigan.

     3.  Counterparts; Effectiveness.  This Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed an original, but
all such counterparts together shall constitute but one and the same instrument.
This Amendment shall become effective upon the


execution of a counterpart hereof by each of the parties hereto, and written or
telephonic notification of such execution and authorization of delivery thereof
has been received by each party hereto.

     IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to
Employment Agreement to be executed on December ___, 1997, effective as of
January 1, 1998.


                                    CAMBRIDGE INDUSTRIES, INC.


                                    By:  __________________________
                                         Name:
                                         Title:


                                    _______________________________
                                    XXXXXXX X. XXXXXXXX