EXHIBIT 10.9


                                  AMENDMENT TO
                         FINANCIAL CONSULTING AGREEMENT


     THIS AMENDMENT TO FINANCIAL CONSULTING AGREEMENT (this "Amendment"), is
made and entered into as of May 16, 2001 and amends that certain Financial
Consulting Agreement, dated as of December 31, 1996 (the "Agreement"), by and
between THE HALLWOOD GROUP INCORPORATED, a Delaware corporation ("Hallwood
Group") and HSC FINANCIAL CORPORATION, a Liberian corporation (the
"Consultant").

                                    RECITALS

     WHEREAS, the parties to the Agreement desire to amend the Agreement; and

     WHEREAS, Section 9(h) of the Agreement provides that the parties may amend
the Agreement.

     NOW, THEREFORE, in consideration of the mutual undertakings and agreements
contained in this Amendment and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:

                                   AGREEMENT

     1.   Amendment. Section 6(A) of the Agreement is hereby amended in its
entirety as follows:

     "A.  As compensation for the Consultant's services, Hallwood Group agrees
to pay to the Consultant an annual fee of Seven Hundred Ninety Five Thousand
Dollars ($795,000), payable in monthly installments of Sixty Six Thousand Two
Hundred Fifty Dollars ($66,250.00) on the first day of each month."

     2.   Continuation of Agreement. The Agreement shall continue in full force
and effect, as amended by this Amendment.

     3.   Counterparts. This Amendment may be executed in multiple
counterparts, all of which shall be deemed originals, but all of which together
shall constitute one and the same instrument.




                            [SIGNATURE PAGE FOLLOWS]



     IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Amendment as of the date first above written.

                                     HALLWOOD GROUP:

Address:                             THE HALLWOOD GROUP INCORPORATED
3710 Rawlins
Suite 1500
Dallas, Texas 75219                  By: /s/ MELVIN J. MELLE
                                         ----------------------------
                                     Name: Melvin J. Melle
                                           --------------------------
                                     Title: Vice President and CFO
                                            -------------------------

                                     CONSULTANT:

Address:                             HSC FINANCIAL CORPORATION
24, Avenue Princesse Grace
Monte-Carlo MC98000
Principality of Monaco               By: /s/ ANTHONY GUMBINER
                                         ----------------------------
                                     Name: Anthony Gumbiner
                                           --------------------------
                                     Title: Director
                                            -------------------------


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