EXHIBIT 10.1

                        FIRST AMENDMENT TO THE
                   JUNE 1, 1995 EMPLOYMENT AGREEMENT


This First Amendment dated as of this ______________ of ______________,
1997   between  John  W.  Guffey,  Jr.  (the  "Executive")  and  Coltec
Industries Inc, a Pennsylvania Corporation (the "Corporation").

WHEREAS,  the  Executive  and the Corporation desire  to  continue  the
relationship established by the employment agreement dated June 1, 1995
between  the  Executive and the Corporation (the  "Agreement")  but  to
amend  the  terms  and conditions thereof to reflect modifications  and
clarifications to the Agreement.

NOW,  THEREFORE,  in  consideration of the  foregoing  and  the  mutual
promises herein contained, the parties agree to amend the Agreement  as
follows:

1.The address, 430 Park Avenue, New York, New York 10022, appearing  in
 section 2.3 shall be replaced with 3 Coliseum Center, 2550 West Tyvola
 Road, Charlotte, North Carolina 28217.

2.Section  7.1(c)  shall be modified by renumbering subsection  (v)  to
 become (vi) and changing the words New York City to be Charlotte, NC.

3. Section  7.1(c)  shall  be  modified  by  the  insertion  of  a   new
   Subsection (v) reading as follows:

     "The Corporation during the two year period following a Change-in-
     Control  delivers  to the Executive a Notice of Termination  Other
     than  for  Cause  or  takes  any other action  which  purports  to
     terminate the Executive's Employment Other than for Cause."

4. Section  7.6  of the Agreement shall be modified by the insertion  of
   Subsections (e) and (f) reading as follows:

   e)For purposes of Section 7.6(d) Executive's participation in respect
     to the Corporation's 1994 Long Term Incentive Plan (the "LTIP") shall
     be as follows (the defined terms within this section and not otherwise
     defined within this agreement being the same as defined in the LTIP):

     i)   all of the Executive's Restricted Shares previously issued under the
          LTIP and not yet vested by the Date of Termination shall become 100%
          vested, nonforfeitable and fully transferable as of such date, and

     ii)  the Corporation will pay the Executive as soon as practicable
          following the Date of Termination an amount in cash equal to three
          times the product of (x) the number of Performance Units previously
          granted under the LTIP to the Executive and still outstanding
          times (y) the Award Value at the Threshold Target level.

   f)For purposes of Section 7.6(d) Executive's benefits with respect to
     the Corporation's Retirement Plan for Salaried Employees and the BE
     Plan or any equivalent or superior plans or arrangements in which the
     Executive participated prior to the Date of Termination (any such Plan
     or arrangement, the "Pension Plans") and the Corporation's welfare
     benefit plans in which the Executive participates on the date hereof or
     any equivalent or superior successor plans or arrangements in which the
     Executive  participates prior to the Date of Termination  ("Welfare
     Benefit Plans") the contemplated continued participation shall require
     the Corporation to pay or provide the executive with the benefits which
     the Executive would have received under the Pension Plans and Welfare
     Benefit Plans if (x) the Executive's employment and his coverage under
     the Pension Plans and the Welfare Benefit Plans had continued during
     the  relevant damage period, and (y) the compensation described  in
     Section 7.6(b) which would have been credited under the Pension Plans
     and/or the Welfare Plans were paid to the Executive ratably over the
     relevant damage period.


5. Section  7.7  of the Agreement shall be notified by the insertion  of
   Subsections (f) and (g) reading as follows:

   f)For purposes of Section 7.7(e) Executive's participation in respect
     to the LTIP shall be as follows (the defined terms within this section
     and not otherwise defined within this agreement being the same  as
     defined in the LTIP):

     i)   all of the Executive's Restricted Shares previously issued under the
          LTIP and not yet vested by the Date of Termination shall become 100%
          vested, nonforfeitable and fully transferable as of such date; and

     ii)  the Corporation will pay the Executive as soon as practicable
          following the Date of Termination an amount in cash equal to three
          times the product of (x) the number of Performance Units previously
          granted under the LTIP to the Executive and still outstanding, times
          (y) the Award Value at the Threshold Target level.

   g)For purposes of Section 7.7(e) Executive's benefits with respect to
     the  Pension  Plans and the Welfare Benefit Plans, the contemplated
     continued participation shall require the Corporation to pay or provide
     the  Executive with the benefits, earnings credits for benefits and
     service credits for benefits which the Executive would have received
     under  the  Pension  Plans and Welfare Benefit  Plans  if  (x)  the
     Executive's employment and his coverage under the Pension Plans and the
     Welfare Benefit Plans had continued during the relevant damage period,
     and (y) the compensation described in Section 7.7(b) which would have
     been credited under the Pension Plans and/or the Welfare Plans were
     paid to the Executive ratably over the relevant damage period.

6. Section  7.9  of  the Agreement shall be modified  by  rewording  the
   second sentence of such section to read in its entirety as follows:

     "Upon receipt of written notice from Executive that Executive  has
     been  reemployed by another company or entity on a full-time basis
     (or  would  have  been  reemployed  but  for  the  non-competition
     provisions  of  Section  1  of the Agreement)  benefits  otherwise
     receivable  by  Executive pursuant to Sections  7.6(d)  or  7.7(e)
     related  solely to life, health disability and accident  insurance
     plans  and  programs and other similar benefits (but not Incentive
     Compensation,  LTIP,  Pension Plans or  other  similar  plans  and
     programs)  shall be reduced to the extent comparable benefits  are
     made  available to Executive at his new employment  and  any  such
     benefits actually received by Executive shall be reported  to  the
     Corporation.

7. Section 9 of the Agreement shall be modified by inserting the  words,
  "the last home address of the Executive provided to the Corporation by
  the  Executive", in place of the Executive's address now appearing  in
  Section  9.   Section  9 shall be further modified  by  replacing  the
  address, 430 Park Avenue, New York, New York 10022, with the address, 3
  Coliseum  Center,  2550  West Tyvola Road, Charlotte,  North  Carolina
  28217.


8.In  all other respects, the Agreement shall remain in full force  and
  effect and unmodified except as set forth herein.

IN WITNESS WHEREOF, the parties hereto have executed this amendment as
of the date and year first above written.


COLTEC INDUSTRIES INC

By: ______________________________
       Name
    ______________________________
       Title



            EXECUTIVE

            By: ________________________________
                   Name
                ________________________________
                   Title