1
                                                                     Exhibit 4.1



                              CERTIFICATE OF TRUST
                                       OF
                              COLTEC CAPITAL TRUST

     THIS CERTIFICATE OF TRUST of Coltec Capital Trust (the "Trust"), dated as
of April 8, 1998, is being duly executed and filed by the undersigned, as
trustees, to form a business trust under the Delaware Business Trust Act (12
Del C [section] 3801, et seq.)

     (i)   Name. The name of the business trust being formed hereby is Coltec
Capital Trust.

     (ii)  Delaware Trustee. The name and business address of the trustee of the
Trust in the State of Delaware are The Bank of New York (Delaware), White Clay
Center, Route 273, Newark, Delaware 19711.

     (iii) Effective Date. This Certificate of Trust shall be effective upon
filing.

     IN WITNESS WHEREOF, the undersigned, being the trustees of the Trust, have
executed this Certificate of Trust as of the date first-above written.

                              THE BANK OF NEW YORK,
                                 As Property Trustee

                                 
                              By:  /s/ Mary Beth Lewicki
                                 --------------------------------
                                 Name:   Mary Beth Lewicki
                                 Title:  Assistant Vice President


                              THE BANK OF NEW YORK (DELAWARE),
                                 As Delaware Trustee


                                 
                              By:  /s/ Mary Jane Morrissey
                                 --------------------------------
                                 Name:   Mary Jane Morrissey
                                 Title:  Authorized Signatory



                              By:  /s/ Thomas B. Jones, Jr. 
                                 --------------------------------
                                  THOMAS B. JONES, JR.
                                  as Administrative Trustee

                                                       


                                                    STATE OF DELAWARE
                                                    SECRETARY OF STATE
                                                 DIVISION OF CORPORATIONS
                                                FILED 09:00 AM 04/08/1998
                                                  981134787 - 2881660