EXHIBIT 10.3

                        AMENDMENT NO. 2 TO THE
                         COLTEC INDUSTRIES INC
                 1992 STOCK OPTION AND INCENTIVE PLAN



  The Corporation hereby amends the Coltec Industries Inc 1992 Stock

Option and Incentive Plan in the manner hereinafter set forth.

  1. Section 17 of the Plan entitled Non-Assignability of Awards shall
     be amended in its entirety to read as follows:

       "17.  Non-Assignability of Awards.  No Award shall be
     assignable or transferable by the recipient except by will or
     by the laws of descent and distribution.  An Award shall be
     exercisable only by the recipient or his or her personal
     representatives, heirs or legatees.  Notwithstanding the
     foregoing, the Committee in its discretion, after making
     suitable provision with the employee to provide for the
     payment of any required withholding upon the option's
     exercise, may authorize a recipient who is an employee of the
     Corporation or one of its Subsidiaries to transfer a
     Nonqualified Stock Option to any member of the employee's
     immediate family, to a trust established solely for the
     benefit of one or more members of the employee's immediate
     family or to a partnership of which the only individuals or
     entities who are or could be partners are members of the
     employee's immediate family and/or a trust established solely
     for the benefit of one or more members of the employee's
     immediate family (collectively, `Permitted Transferee').  For
     this purpose, `immediate family' shall mean the employee's
     spouse, children, present or former stepchildren,
     grandchildren, present or former stepgrandchildren, parents,
     present or former stepparents, grandparents, siblings
     (including half- brothers and sisters), in-laws and
     relationships arising due to legal adoption.  The Committee's
     authorization to allow such a transfer must be evidenced by
     the written Stock Option Agreement pursuant to which the
     Nonqualified Stock Option is awarded, or by a written
     amendment thereto.  In the event of a transfer, the Permitted
     Transferee may exercise the Nonqualified Stock Option
     generally in accordance with the terms of this Plan and the
     Stock Option Agreement, but may not subsequently assign or
     transfer the Nonqualified Stock Option except by will or by
     the laws of descent and distribution.  The foregoing sentence
     shall not be interpreted to prohibit a Permitted Transferee
     that is either a trust or partnership from modifying or
     expanding its beneficiaries or partners, respectively,
     provided that such beneficiaries or partners also
     independently would be considered Permitted Transferees."

       "No Option shall be exercisable and no transfer of the shares
     of Common Stock underlying such Option (the "Underlying Shares")
     may be made to any Permitted Transferee; and any attempt to
     exercise any Option or to transfer any Underlying Shares to any
     Permitted Transferee shall be void and of no effect, unless and
     until (i) a registration statement under the Securities Act of
     1933, as amended (the "Securities Act"), has been duly filed and
     declared effective pertaining to the Underlying Shares and
     the Underlying Shares have been duly qualified under applicable
     state securities or blue sky laws or (ii) the Board, in its sole
     discretion after securing the advice of counsel, determines, or
     the Permitted Transferee provides an opinion of counsel satisfactory
     to the Board, that such registration or qualification is not required
     as a result of the availability of an exemption from registration or
     qualification under such laws."

    2. Section 18 of the Plan entitled Withholding Taxes shall be amended
       in its entirety to read as follows:

       "18.  Withholding Taxes.  Whenever under the Plan shares
     are to be issued in satisfaction of Awards, the Corporation
     shall have the right to require the employee (or if the
     employee is not then living, the employee's estate) to remit
     to the Corporation an amount sufficient to satisfy Federal,
     state and local withholding tax requirements prior to the
     delivery of any certificate or certificates for such shares.
     Whenever under the Plan payments are to be made in cash, such
     payments shall not be net of an amount sufficient to satisfy
     Federal, state and local withholding tax requirements."



3.  The foregoing Amendments shall be effective for all Nonqualified Stock
    Options granted under the Plan; provided, however, that the amendment
    to Section 17 shall not be effective for any Nonqualified Stock Option
    granted under the Plan prior to July 10, 1997, until the employee
    granted the Nonqualified Stock Option consents to the Amendment.