Exhibit 10-15

                                 AMENDMENT NO. 1
                                     TO THE
                              COLTEC INDUSTRIES INC
                      1992 STOCK OPTION AND INCENTIVE PLAN



     1.  The first sentence of Section 4. SHARES OF STOCK SUBJECT TO THE PLAN.
is hereby amended to read as follows:

          "The number of shares of Common Stock under the Plan that may be
     issued pursuant to Incentive Stock Rights, Stock Options (including any
     Stock Options granted pursuant to Section 12(b) hereof), Stock Appreciation
     Rights and Restricted Stock grants shall not exceed in the aggregate,
     7,360,000 shares of Common Stock."

     2.  Section 7. ADMINISTRATION OF THE PLAN.  is hereby amended by adding the
following at the end thereof:
          "No employee may be granted Stock Options or Stock Appreciation Rights
     under the Plan in any thirty-six month period with respect to a number of
     shares of Common Stock which is in excess of ten percent (10%) of the total
     number of shares of Common Stock authorized to be issued pursuant to the
     Plan immediately following the date of the annual meeting of shareholders
     in 1994."