Exhibit 10 (clvi)






                                 AMENDMENT NO. 2
                                     TO THE
          THE NORTH AMERICAN COAL CORPORATION RETIREMENT SAVINGS PLAN


                 The North American Coal Corporation hereby adopts this
       Amendment No. 2 to The North American Coal Corporation Retirement
       Savings Plan (the "Plan"), effective July 1, 1994.  Words and
       phrases used herein with initial capital letters which are
       defined in the Plan are used herein as so defined.

                                   Section 1

                 Section 4.1 of the Plan is hereby amended by adding the
       following new sentence after the first sentence thereof:

            "Notwithstanding the foregoing sentence, effective July 1,
            1994, NACCO Industries, Inc. shall contribute to the Trust
            Fund on account of the remainder of the 1994 Plan Year and
            each subsequent Plan Year, Matching Contributions in an
            amount equal to 100% of the Before-Tax Contributions made
            for each Participant who is an Employee of NACCO Industries,
            Inc. up to 2-1/2% of each such Participant's Compensation
            for such Plan Year."

                                   Section 2

                 Section 4.3(2)(b) of the Plan is hereby amended by
       adding the following parenthetical phrase after the phrase "5% of
       such Participant's Compensation for such Plan Year":  "(2-1/2% of
       Compensation for Participants who are Employees of NACCO
       Industries, Inc. effective for 1994 and subsequent Plan Years)."


                 EXECUTED this 30th day of June, 1994, to be
       effective as of the date indicated above.

                            THE NORTH AMERICAN COAL CORPORATION


                            By:     Thomas A. Koza
                            Title:  Vice President - Law & Administration


                            NACCO INDUSTRIES, INC.


                            By:     Charles A. Bittenbender
                            Title:  Vice President