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                                                         EXHIBIT 10  (cxxviii)

                                AMENDMENT NO. 3
                                     TO THE
                     RETIREMENT BENEFIT PLAN FOR WARD SMITH

                 NACCO Industries, Inc. hereby adopts and publishes this
Amendment No. 3 to the Retirement Benefit Plan for Ward Smith (the "Plan"),
effective as of December 31, 1993.  Words and phrases used herein with initial
capital letters which are defined in the Plan are used herein as so defined.


                                   SECTION 1
                                   ---------

                 The first sentence of Section 1(e) of the Plan is hereby
amended by adding the following clause (H) immediately following clause (G)
thereof:

                 "and (H) benefit accruals under the Pension Plan had continued
                 in effect for the period from January 1, 1994 until the date
                 of the Participant's termination of employment with the
                 Controlled Group, in accordance with the terms of the Pension
                 Plan as it existed on December 31, 1993, as modified by the
                 foregoing provisions,"


                                   SECTION 2
                                   ---------

                 The Plan is hereby amended by deleting the phrase "the Baord
of Directors of the Company" and replacing it with the phrase "the Nominating,
Organization and Compensation Committee of the Board of Directors of the
Company" each time it appears therein.


                 EXECUTED this 21st day of December, 1993, to be effective 
as of December 31, 1993.       ----        --------



                                     
                                        NACCO INDUSTRIES, INC.


                                        By: /S/ Charles A. Bittenbender
                                            --------------------------- 
                                        
                                        Title: Vice President
                                               --------------







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