CUMMINS ENGINE COMPANY, INC., AND SUBSIDIARIES
                            EXHIBIT 3(a)
       ARTICLES OF AMENDMENT OF THE ARTICLES OF INCORPORATION
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The text of Article IV, Section 4.1 of the Restated Articles of
Incorporation is amended to read as follows:


     SECTION 4.1  AUTHORIZED CLASSES and NUMBER OF SHARES.  The
     total number of shares which the Corporation has authority
     to issue shall be 152,000,000 shares, consisting of
     150,000,000 shares of common stock ("Common Stock"),
     1,000,000 shares of preference stock ("Preference Stock")
     and 1,000,000 shares of preferred stock (Preferred Stock").
     The shares of Common Stock have a par value of $2.50 per
     share.  The shares of Preference and Preferred Stock do not
     have any par or stated value, except that, solely for the
     purpose of any statute or regulation imposing any tax or fee
     based upon the capitalization of the Corporation, each of
     the Corporation's shares of Preference Stock and Preferred
     Stock shall be deemed to have a par value of $1.00 per
     share.