1

                                                                    EXHIBIT 4.2
                                                                    -----------
                            CERTIFICATE OF AMENDMENT
                                       of
                          CERTIFICATE OF INCORPORATION
                                       of
                           THE DURIRON COMPANY, INC.
                                     under
                  SECTION 805 OF THE BUSINESS CORPORATION LAW
                  -------------------------------------------

                 Pursuant to the provisions of Section 805 of the Business
Corporation Law, the undersigned, William M. Jordan, President, and Ronald F.
Shuff, Secretary, of THE DURIRON COMPANY, INC., a New York corporation (the
"Corporation"), do hereby certify as follows:

                 FIRST:  The name of the corporation is The Duriron Company,
Inc.  The name under which the corporation was formed was Duriron Castings
Company.

                 SECOND:  The Certificate of Incorporation of the Corporation
was filed by the Department of State on May 1, 1912.

                 THIRD:  The amendments to the Certificate of Incorporation
affected by this Certificate are as follows:

                 Article THIRD of the Certificate of Incorporation is hereby
         amended by deleting the first sentence of Article THIRD and by
         replacing such deleted sentence with the following sentence:

                 "THIRD:  The aggregate number of shares which the Corporation
         shall have authority to issue is 61,000,000 of which 1,000,000 shares,
         of the par value of $1.00 each, shall be Preferred Stock and
         60,000,000 shares, of the par value of $1.25 each, shall be Common
         Stock."

                 FOURTH:  No change in the number of outstanding shares of
Common Stock or Preferred Stock of the Corporation resulted from the above
amendment.  However, as the result of such amendment, the total number of
authorized shares of the Corporation is increased from 31,000,000 to 61,000,000
with the number of shares of Preferred Stock, of the par value of $1.00 each,
being unchanged from 1,000,000 shares and the number of shares of Common Stock,
of the par value of $1.25 each, being increased from 30,000,000 to 60,000,000
shares.
   2
                 FIFTH, the foregoing amendment to the Certificate of
Incorporation was authorized by the unanimous vote of the Directors present at
a meeting of the Board of Directors duly convened and held on September 9,
1995, and such amendment was thereafter approved by an affirmative vote of a
majority of all the outstanding shares of the Common Stock at a Special Meeting
of Shareholders of the Corporation held on November 30, 1995.

                 IN WITNESS WHEREOF, we hereunto sign our respective names and
affirm that the statements made herein are true under penalties of perjury,
this 3rd day of January, 1996.

                                        /s/ William M. Jordan          
                                        ------------------------------
                                        William M. Jordan, 
                                        President


                                        /s/ Ronald F. Shuff           
                                        ------------------------------
                                        Ronald F. Shuff,
                                        Secretary