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                                                  EXHIBIT 99.3





                                   Wyman-Gordon Company
                                   244 Worcester Street
                                   Box 8001
                                   North Grafton, MA  01536-8001




                              May 26, 1994



Cooper Industries
1001 Fannin
Suite 4000
Houston, Texas  77002

Ladies and Gentlemen:

     Cooper Industries, Inc. ("Cooper") and Wyman-Gordon Company
(the "Company") have entered into an Investment Agreement, dated as
of January 10, 1994 (the "Agreement").  Cooper and the Company
desire to amend the Agreement in order to avoid the necessity of a
mid-week accounting close as of May 26, 1994 and thereby to
simplify the administration of the Agreement.  Accordingly, in
consideration of the foregoing and the mutual covenants and
agreements herein contained, and intended to be legally bound
hereby, the parties hereto agree as follows:

     1.  Section 4.3(a)(iv) of the Agreement is hereby amended by
deleting the words "immediately following the consummation of the
Sale Transaction after giving effect to the Sale Transaction
(including the issuance of the Shares to Cooper") and substituting
therefor the words "as of May 28, 1994 adjusted to include the
effect of the Sale Transaction as of the consummation date of the
Sale Transaction (including the issuance of the Shares to Cooper)."

     2.  Section 4.3(a)(iv) of the Agreement is hereby further
amended by adding the following clause at the end thereof "but
taking into account any unusual material events or transactions
occurring on or after May 26, 1994 and on or before May 28, 1994."

     3.  As so amended, the Agreement is hereby ratified and
confirmed in all respects.

     4.  This Amendment shall be governed and construed in
accordance with the laws of the State of New York without regard to
any applicable principles of conflicts of law.


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     If the foregoing is acceptable to you, please sign the
enclosed copy of this letter and return it to us.

                              WYMAN-GORDON COMPANY



                              By       /s/Luis E. Leon         
                                Name:   Luis E. Leon
                                Title:  Vice President, Chief
                                        Financial Officer and
                                        Treasurer

Accepted and Agreed to:

COOPER INDUSTRIES, INC.



By      /s/David A. White, Jr.   
  Name:   David A. White, Jr.
  Title:  Vice President, Corp
          Planning & Development
































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