Exhibit 10.33

                               SECOND AMENDMENT TO
                         THE 1991 STOCK OPTION PLAN FOR
                     NON-EMPLOYEE DIRECTORS OF FARR COMPANY

         This Second  Amendment (the  "Amendment") to The 1991 Stock Option Plan
for Non-Employee  Directors of Farr Company (the "Plan") is hereby adopted as of
the 12th day of September, 1995.

         Section 2.1 of the Plan is hereby  amended and restated in its entirety
as follows:

         "The shares  subject to Options shall be shares of the  Company's  $.10
         par value Common Stock.  The aggregate  number of such shares which may
         be issued upon exercise of Options shall not exceed 100,000."

         The last  sentance  of Section  3.1 of the Plan is hereby  amended  and
restated in its entirety as follows:

         "No Director  shall,  however,  be granted Options with respect to more
         than 2,000  shares of the  Company's  Common  Stock per  calendar  year
         during the term of this Plan subject to adjustment  provided in Section
         2.3."

         Sections  7.2(a) and 7.2(b) are hereby  amended  and  restated in their
entirety as follows:

         "(a) The expiration of ten years from the date the Plan is adopted by
              the Board; or 
          (b) The expiration of ten years from the date the Plan is approved 
              by the Company's stockholders under Section 7.3."

         This  Amendment has been  authorized  and approved as of the date first
above written by the Board of Directors.