Exhibit 10.3

                                 AMENDMENT NO. 1
                                     TO THE
                           BENEFITS EQUALIZATION PLAN
                                       OF
                              COLTEC INDUSTRIES INC


     Effective as of January 1, 1994, Section 4.1 of the Benefits Equalization
Plan of Coltec Industries Inc is amended as follows:

          "4.1  Payment of any supplemental benefit under Article II of this
     Plan shall be made in cash at the same time in the same form and to the
     same person or persons as payment of allowances under the Retirement Plan.
     Payment of any supplemental amounts under Article III of this Plan shall be
     made in cash (i) to the Employee, or his beneficiary, in a lump sum as soon
     as practicable following the Employee's termination of employment or (ii)
     to the Employee, at the written election of the Employee delivered to the
     Committee prior to the date on which payment of supplemental amounts are
     scheduled to commence, in either five or ten annual installments, each
     installment shall be equal to a fraction of the value of the supplemental
     amounts to which the election is applicable as of the date any such
     installment is due, the numerator of which fraction shall be 1 and the
     denominator of which shall be the number of installments then remaining to
     be paid.  Payment of such installments shall commence as soon as practica-
     ble following the Employee's termination of employment and shall be made as
     of each subsequent anniversary of such date for the duration of the period
     during which installments are to be paid.  If the Employee shall die prior
     to receiving all of such installments, the remaining installments shall be
     paid to his beneficiary in a lump sum."