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                                                                EXHIBIT 4.04
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                       AMENDMENT NO. 3 TO NOTE AGREEMENT
                       ---------------------------------





          THIS AGREEMENT, entered into as of May 12, 1994 by and between THE
PRUDENTIAL INSURANCE COMPANY OF AMERICA ("Prudential") and NASHUA
CORPORATION (the "Company").


                              W I T N E S S E T H:
                              - - - - - - - - - -

          WHEREAS, the parties hereto have executed and delivered that certain
Note Agreement, dated as of September 13, 1991 (the "Note Agreement");

          WHEREAS, Prudential is the holder of 100% of the Notes issued under
the Note Agreement; and

          WHEREAS, the parties hereto wish to amend certain terms of the Note
Agreement.

          NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:


     1.   AMENDMENTS TO THE NOTE AGREEMENT.

          1.1 Paragraph 6H of the Note Agreement is hereby amended:

               (a) to delete the word "and" at the end of clause (vii) thereof:

               (b) to insert the following new clause (viii) immediately after
          clause (vii) thereof:

                    "(vii) an Investment in a subordinated note with an
               aggregate principal amount of up to $5,000,000 made in
               connection with, and as a part of the consideration for, the
               Transfer of the Property associated with the Company's 'computer
               products segment' (such Investment referred to herein as the
               'Transfer Investment'); and";

               (c) to amend and renumber the existing clause (viii) to be
          clause (ix) and to read in its entirety as follows:

                    "(ix) Investments not otherwise permitted by the 
               provisions of this paragraph 6H if, on the date of the making of
               any such




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               Investment, and after giving effect thereto,

                         (a)  the aggregate cost of all Investments outstanding
                    on such date made pursuant to this paragraph 6H(ix), minus

                         (b)  the net return of capital received by the Company
                    and the Subsidiaries on or prior to such date from all
                    Investments made pursuant to this paragraph 6H(ix) during
                    the period commencing on the Closing Date and ending on
                    such date,

               would not exceed (X) 3% of Consolidated Tangible Net Worth
               during any period in which the Company holds any amount of the
               Transfer Investment and (Y) 5% of Consolidated Tangible Net
               Worth at any time thereafter, in each case determined as of the
               end of the fiscal quarter of the Company most recently ended as
               of such date."


     2.   EFFECTIVE DATE.  The terms of Section 1 of this Agreement shall be
effective as of March 31, 1994.


     3.   MISCELLANEOUS.

     3.1  Capitalized terms not otherwise defined herein shall have the meanings
ascribed thereto in the Note Agreement.

     3.2  On and after the date hereof, each reference in the Note Agreement
and the Notes issued thereunder shall mean and be a reference to the Note
Agreement as amended by this Agreement.

     3.3  The Note Agreement, as amended by this Agreement, is and shall
continue to be in full force and effect and is hereby in all respects ratified
and confirmed.

     3.4  This Agreement may be executed in any number of counterparts and by
any combination of the parties hereto in separate counterparts, each of which
counterparts shall be an original and all of which taken together shall
constitute one and the same Agreement.



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     IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
officers to set their hands below as of the day and year first above written.


                           THE PRUDENTIAL INSURANCE COMPANY
                              OF AMERICA


                           By: /s/  Kevin Kraska
                              --------------------------
                              Title: Vice President



                           NASHUA CORPORATION


                           By: /s/ Daniel M. Junius
                              --------------------------
                              Title: Treasurer







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