EXHIBIT 10.6.b

                                  AMENDMENT

The FMC Employees' Thrift and Stock Purchase Plan is amended as follows:

A. Effective as of April 1, 1995:

Section 9(b)(ii). Revise to read:
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          (ii) Installments.  A Participant entitled to elect to defer
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     distribution of his Plan Benefit under Subsection 9(b)(i) may elect to have
     the distribution paid in cash over an installment period of not more than
     10 years, over a period equal to the life expectancy of the Participant as
     of the date distribution commences, or a period equal to the joint life
     expectancy of the Participant and the Participant's Beneficiary as of such
     date. Such election must be filed with FMC on the prescribed form before
     the date employment terminates, before the Participant dies, or before FMC
     determines that the Participant is permanently and totally disabled, as the
     case may be, and shall, except as provided in Subsection 9(f), be
     irrevocable. The election shall specify the number of annual installments
     or whether the Participant's or joint life expectancy is to be used, which
     life expectancy will be determined by FMC. If an installment election is
     made, the Plan Benefit shall be distributed in annual installments as
     follows: The amount of each annual installment shall be paid during the
     first month of the year. The value of Stock and/or cash to be distributed
     in each installment shall be determined by dividing the amount of Stock
     and/or cash credited to the Participant's Plan Benefit account as of the
     date the installment is being paid by the total number of annual
     installments elected or determined minus the number of annual installments
     which have previously been paid. The amount payable with respect to the
     Stock portion of the installment shall be determined as of the Valuation
     Date immediately preceding the date payment is made.


 
B. Effective as of June 1, 1995:

Section 3(d). Revise to read:
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          (d)  Investment of Employee-Elected Company Contributions. A 
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     Participant's Employee-Elected Company Contributions included in his Basic
     Contributions shall be invested (i) entirely in the Stock Fund, the Fixed
     Income Fund, or the Equity Fund, or (ii) in two or more of those Funds in
     multiples of 25%, as he shall elect by filing the prescribed application
     form. A Participant's Employee-Elected Company Contributions not included
     in his Basic Contributions shall be invested (i) entirely in the Stock
     Fund, the Fixed Income Fund, or the Equity Fund, or (ii) in two or more of
     those Funds in multiples of 25%, as he shall separately elect on the
     prescribed application form. A Participant may change either of such
     elections prospectively by filing the prescribed form prior to the month in
     which the change is to become effective.

Section 3(g)(v). Revise to read:
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          (v)  Investment of Special Employee Contributions. The portion of a 
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     Participant's Special Employee Contributions included in Basic
     Contributions shall be invested in the same manner as his Employee-Elected
     Company Contributions included in Basic Contributions (if any) as elected
     under Subsection 3(d). If the Participant has no currently effective
     election of Employee-Elected Company Contributions, or to the extent of his
     Special Employee Contributions not included in Basic Contributions, he may
     separately elect to invest his Special Employee Contributions in the manner
     provided in Section 3(d).

  
Section 6(d). Revise the third sentence to read:
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     Monthly loan payments of principal and interest will be credited to the 
     accounts of a Participant from which deducted in reverse of the order 
     provided in Subsection 6(a), but allocated among investment funds in 
     proportion to the amounts originally deducted from those funds.


Dated:                                          FMC CORPORATION
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                                                By:
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