EXHIBIT 10.9

                            CERTIFICATE OF AMENDMENT

                                       TO

                       CERTIFICATE OF LIMITED PARTNERSHIP

                                       OF

                       CRAMERTON AUTOMOTIVE PRODUCTS, L.P.


                  Cramerton Automotive Products, L.P. (the
"Partnership"), a limited partnership organized under the
Delaware Revised Uniform Limited Partnership Act (the
"Act"), for the purpose of amending its Certificate of
Limited Partnership pursuant to Section 17-202 of the Act,
hereby certifies that:

                  1.  JPS Automotive L.P., a Delaware limited
partnership, ("JPS") is admitted to the Partnership as a
general partner, and Seiren U.S.A. Corporation, a New York
corporation, withdraws as a general partner of the
Partnership.

                  2.  Except as herein amended, the Certificate of
Limited Partnership of the Partnership shall remain in full
force and effect.

                  IN WITNESS WHEREOF, this Certificate of Amendment
has been duly executed by the general partners of the
Partnership duly authorized as of this 12th day of December,
1996.

                  CRAMERTON AUTOMOTIVE PRODUCTS, L.P.

                           By:      JPS Automotive L.P., a general partner
                                    By: PACJ, Inc., a general partner
 

                                        By:  /s/ J. Michael Stepp
                                           __________________________
                                              Name: J. Michael Stepp
                                              Title: Executive Vice President &
                                                         Chief Financial Officer

                           By:      Cramerton Management Corporation, a
                                    general partner

                                        By:  /s/ Dean C. Gaskins
                                               _____________________
                                              Name: Dean C. Gaskins
                                              Title: Executive Vice President &
                                                     Chief Operating Officer