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                                                                   Exhibit 4(d)



                                AMENDMENT NO. 1
                                       TO
                           THE GORMAN-RUPP COMPANY
                   INDIVIDUAL PROFIT SHARING RETIREMENT PLAN
                (As Amended and Restated as of January 1, 1987)
                -----------------------------------------------

                 The Gorman-Rupp Company, an Ohio corporation, hereby adopts
this Amendment No. 1 to The Gorman-Rupp Company Individual Profit Sharing
Retirement Plan, as amended and restated as of January 1, 1987 (the "Plan").

                                   Section 1
                                   ---------

                 Section 4.2(2) of the Plan is hereby amended by adding the
phrase "and who are entitled to an allocation of the Employer's Employer
Matching Contributions for such calendar quarter pursuant to Section 4.6" at
the end thereof.

                                   Section 2
                                   ---------

                 Sections 4.3(1) and 9.7 of the Plan are each hereby amended by
deleting therefrom the reference to Section 4.6.

                                   Section 3
                                   ---------
                 Section 4.6 of the Plan is hereby amended in its entirety to
read as follows:

                 "4.6     ALLOCATION OF EMPLOYER MATCHING CONTRIBUTIONS.  Each
         Employer's Matching Contributions made in respect of a calendar
         quarter pursuant to Section 4.2(2) shall, subject to the provisions of
         Articles V and XVI, be allocated and credited to the Account of each
         Employee of the Employer for whom Before-Tax Contributions were made
         during such calendar quarter, and who is both a Member and an Eligible
         Employee
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         on the last day of such calendar quarter, with each such Employee
         being credited with a portion of such Employer's Employer Matching
         Contribution equal to 20% of the first 2% of Before-Tax Contributions
         and 10% of the next 4% of Before-Tax Contributions made for him
         pursuant to Section 3.1 during such calendar quarter."

                                   Section 4
                                   ---------

                 The amendments to the Plan made by this Amendment No. 1 shall
be effective as of January 1, 1989.  

                 Executed at Mansfield, Ohio this 3rd day of January, 1989.

                            THE GORMAN-RUPP COMPANY


                                     By /s/ James C. Gorman 
                                       ------------------------------------
                                                      President


                                    And /s/ Jeffery S. Gorman
                                        -----------------------------------
                                                      Secretary