Exhibit 10(clxx)
                                AMENDMENT NO. 3
                                     TO THE
                      NACCO MATERIALS HANDLING GROUP, INC.
                             UNFUNDED BENEFIT PLAN
              (As Amended and Restated Effective October 1, 1994)


     NACCO Materials  Handling Group, Inc. hereby adopts this Amendment No. 3 to
the NACCO Materials Handling Group, Inc. Unfunded Benefit Plan (the "Plan"). The
provisions  of this  Amendment  shall be  effective  as of the  dates  indicated
herein.  Words and phrases used herein with initial  capital  letters  which are
defined in the Plan are used herein as so defined.


                                   Section 1

     Effective as of January 1, 1995,  Section 2.2 of the Plan is hereby amended
in its entirety to read as follows:

     "SECTION 2.2. Adjusted ROE.

     (a) For  purposes  of this  Section,  the  following  terms  shall have the
following meanings:

     (i) "Net Income (before  extraordinary  items)" is defined as  consolidated
net income, as defined by general accepted accounting  principles ("GAAP"),  for
the Company or NACCO Industries,  Inc. and its  subsidiaries,  as applicable for
the subject year before  extraordinary  items,  but including any  extraordinary
items related to refinancings (net of tax);

     (ii) "Amortization of Goodwill" is defined as the consolidated amortization
expense  related  to the  intangible  asset  goodwill  for the  Company or NACCO
Industries, Inc. and its subsidiaries, as applicable for the subject year;

     (iii) "Weighted Average  Stockholders'  Equity" is calculated by adding the
consolidated stockholders' equity for the Company or NACCO Industries,  Inc., as
applicable, as defined by GAAP, at the beginning of the subject year and the end
of each month of the subject year and dividing by thirteen;

     (iv) "Weighted Average Accumulated  Amortization of Goodwill" is calculated
by adding consolidated accumulated amortization of goodwill, as defined by GAAP,
at the  beginning  of the subject  year and the end of each month of the subject
year and dividing by thirteen; and

     (v) "Weighted  Average UMWA Adjustment" is calculated by adding the balance
in the Obligation to United Mine Workers of America  Combined  Benefit Fund, net
of tax, for NACCO Industries,  Inc. at the beginning of the subject year and the
end of each month of the subject year and  dividing by thirteen.  (b) For Profit
Sharing  Employees  who are  Employees of NACCO  Industries,  Inc. and for NACCO
401(k)  Employees,  "Adjusted  ROE" shall mean the  average  return on equity of
NACCO  Industries,  Inc.  calculated for the applicable time period,  based on A
divided by B, where:

     A = Net Income (before extraordinary items) + Amortization of Goodwill; and

     B = Weighted Average  (Stockholders'  Equity + Accumulated  Amortization of
         Goodwill + UMWA Adjustment).

                  (c) For all other Participants,  "Adjusted ROE" shall mean the
average  return on equity of the  Company  calculated  for the  applicable  time
period, based on A divided by B, where:

     A = Net Income (before extraordinary items) + Amortization of Goodwill; and

     B = Weighted Average  (Stockholders'  Equity + Accumulated  Amortization of
         Goodwill).

         (d)  Adjusted  ROE  shall  be  determined  at  least  annually  by  the
              Employers."


                                   Section 2

     Effective as of January 1, 1995, a new Section 2.12A is hereby added to the
Plan, immediately following Section 2.12, to read as follows:

     "SECTION  2.12A.  Fixed  Income Fund shall mean the Stable Asset Fund under
the NACCO Materials  Handling Group,  Inc. Profit Sharing Plan or any equivalent
fixed income fund thereunder which is designated by the NACCO  Industries,  Inc.
Retirement  Funds  Investment  Committee  as the  successor  to the Stable Asset
Fund."


                                   Section 3

     Effective as of January 1, 1995,  Article IV of the Plan is hereby  amended
by deleting  the phrase  "Stable  Asset Fund" and  replacing  it with the phrase
"Fixed Income Fund" each time it appears therein.


                                   Section 4

     Effective  as of January 1, 1995,  a new Section 4.4 is hereby added to the
Plan, immediately following section 4.3, to read as follows:

     "SECTION  4.4.  Limitation  on  Earnings  Assumption.  Notwithstanding  any
provision  of the Plan to the  contrary,  in no event  will  the  earnings  rate
credited to Accounts hereunder exceed 14%."


                                   Section 5

     Effective  July 1, 1995,  a new  Section  4.5 is hereby  added to the Plan,
immediately following Section 4.4, to read as follows:

     "SECTION 4.5. Changes in Earnings Assumption. The Nominating,  Organization
and  Compensation  Committee of the Board of Directors of the Company may change
the earnings  rate  credited on Accounts  hereunder at any time upon at least 30
days advance notice to Participants."


                           Executed this 30th day of June, 1995.


                                            NACCO MATERIALS HANDLING GROUP, INC.


                                            By:  Charles A. Bittenbender
                                            Title:  Assistant Secretary