EXHIBIT 10.24

                             AMENDMENT NO. 2
                                   TO 
                            CREDIT AGREEMENT
                                  WITH 
                       ENVIRODYNE INDUSTRIES, INC.
                        DATED AS OF JUNE 20, 1995
                 (as amended through October 13, 1995)

     THIS AMENDMENT NO. 2 TO CREDIT AGREEMENT ("Amendment") is
dated as of August 5, 1997, by and between ENVIRODYNE INDUSTRIES,
INC., a Delaware corporation ("Borrower"), and BT COMMERCIAL
CORPORATION, a Delaware corporation, individually and as agent (in
such capacity, the "Agent") for the "Lenders" under and as defined
in the Credit Agreement referred to below.  Capitalized terms used
herein but not otherwise defined herein shall have the respective
meanings assigned to such terms in the Credit Agreement.

                             WITNESSETH:
                             ----------
     WHEREAS, Borrower, Agent and Lenders have entered into that
certain Credit Agreement, dated as of June 20, 1995 and amended
pursuant to Amendment No. 1 to Credit Agreement dated October 13,
1995. (the "Credit Agreement"), pursuant to which Lenders have agreed
to make certain loans and other financial accommodations to or for
the account of Borrower;

     WHEREAS, Borrower has requested that Agent and Lenders (i) amend
the Credit Agreement, (ii) consent to the amendments to the
Prudential Revolving Credit Agreement and the First Priority Notes
Indenture, in substantially the respective forms attached hereto as
Exhibits A and A-1 (collectively, the "Other Amendments") and (iii)
waive any prior default by Borrower of Section 8.1(a), Section 8.1(b)
or Section 8.3(a) of the Credit Agreements, if any; and

     WHEREAS, Lenders and Agent have agreed (i) to amend the Credit
Agreement; (ii) to consent to the Other Amendments, in each case on
the terms and subject to the conditions hereinafter set forth; and
(iii) to waive any prior default by Borrower of Section 8.1(a),
Section 8.1(b) or Section 8.3(a) of the Credit Agreement, if any.

     NOW, THEREFORE, in consideration of the premises set forth
above, the terms and conditions contained herein, and other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the respective parties hereto hereby agree as
follows:

     1.     Amendment to Credit Agreement.  Effective as of December 
            -----------------------------
27, 1996, upon satisfaction of the conditions precedent set forth in
Section 4 below, and in reliance upon the representations and
warranties of Borrower set forth herein, the Credit Agreement is
hereby amended as follows:
     1.1     Sections 8.1(a)(iii),(iv) and (v) of the Credit
Agreement are hereby amended by deleting such sections in their
entirety and substituting in lieu thereof the following:

     (iii) During each "Clause (iii) Test Period" (as
     defined below) occurring during the period commencing on
     December 27, 1996 and ending on December 25, 1997, to be
     less than an amount (the "Clause (iii) Amount") equal to
     (1) the greater of (X) the Clause (ii) Amount at December
     26, 1996, and (Y) negative $47,000,000, plus (2) 50% of 
                                             ----
     Consolidated Net Income for such Clause (iii) Test Period
     (or zero in the case of a deficit), plus  (3) the amount 
                                         ----
     of any net gain realized by the Borrower or any of its
     Subsidiaries on the exchange, redemption, purchase or
     other acquisition of any of its debt securities
     (including, without limitation, the 10.25% Notes) during
     such Clause (iii) Test Period; where "Clause (iii) Test
     Period" means, at any time, the period (taken as a one
     accounting period) commencing on December 27, 1996 and
     ending on the then most recently ended fiscal quarter of
     the Borrower;
     
          (iv) During each "Clause (iv) Test Period" (as defined
     below) occurring during the period commencing on December
     26, 1997 and ending on December 31, 1998, to be less than an
     amount (the "Clause (iv) Amount") equal to (1) the greater
     of (X) the Clause (iii) Amount at December 25, 1997, and (Y)
     negative $47,000,000, plus (2) 50% of Consolidated Net 
                           ----
     Income for such Clause (iv) Test Period (or zero in the case
     of a deficit), plus (3) the amount of any net gain realized 
                    ----
     by the Borrower or any of its Subsidiaries on the exchange,
     redemption, purchase or other acquisition of any of its debt
     securities (including, without limitation, the 10.25% Notes)
     during such Clause (iv) Test Period; where "Clause (iv) Test
     Period" means, at any time, the period (taken as one
     accounting period) commencing on December 26, 1997 and
     ending on the then most recently ended fiscal quarter of the
     Borrower; and
     
          (v) During each "Clause (v) Test Period" (as defined
     below) occurring after January 1, 1999 and thereafter, to be
     less than an amount equal to (1) the greater of (X) the
     Clause (iv) Amount at December 31, 1998, and (Y) negative
     $47,000,000, plus (2) the greater of (X) 50% of Consolidated 
                  ----
     Net Income for such Clause (v) Test Period (or zero in the
     case of a deficit), and (Y) $1,250,000 multiplied by the
     number of the Borrower's fiscal quarters that have ended
     during such Clause (v) Test Period, plus (3) the amount of 
                                         ----
     any net gain realized by the Borrower or any of its
     Subsidiaries on the exchange, redemption, purchase or other
     acquisition of any of its debt securities (including,
     without limitation, the 10.25% Notes) during such Clause (v)
     Test Period; where "Clause (v) Test Period" commencing on
     January 1, 1999 and ending on the then most recently ended
     fiscal quarter of the Borrower.

          1.2     Section 8.1(b) of the Credit Agreement is hereby
amended by deleting such section in its entirety and substituting in
lieu thereof the following:

          (b)     Fixed Charge Coverage Ratio.  The Borrower 
                  ---------------------------
     covenants that it will not cause or permit the ratio of (i)
     Consolidated Cash Flow for the twelve month period ending at
     the end of any fiscal quarter of the Borrower to (ii)
     Consolidated Fixed Charges for each such twelve month period
     to be less than the ratio set forth below for the period set
     forth below in which such fiscal quarter ends:
     
           Ratio               Period
           -----               ------ 
         
          1.45:1     Closing Day through December 28, 1995
     
          1.50:1     December 29, 1995 through December 31, 1998
     
          1:55:1     January 1, 1999 and thereafter
     
     provided, however, for purposes of determining 
     --------  -------
     Consolidated Cash Flow for the calculation of the Fixed
     Charge Coverage Ratio only and notwithstanding any tax
     effect of such restructuring charges, restructuring
     charges in amounts not to exceed $3,500,000 and $1,500,000
     shall be added back,  each on a one-time basis, prior to
     December 25, 1997 and June 25 1998, respectively,  to the
     calculation of the Consolidated Net Income to the extent
     deducted therefrom. 

     1.3  Section 8.3(a) of the Credit Agreement is hereby amended
by deleting the last clause of such section beginning with
"provided, however" and substituting in lieu thereof the following:
 --------  -------    

     provided, however, that at no time shall (1) Consolidated 
     --------  -------
     Senior Debt be more than 52.5% of Consolidated Total
     Capitalization, or (2) Consolidated Debt be more than 88%
     of Consolidated Total Capitalization.

     2.     Waiver.  Agent, on behalf of itself individually and the 
            ------
Lenders, as agent, hereby waives any prior default by Borrower of
Section 8.1(a), Section 8.1(b) or Section 8.3(a) of the Credit
Agreement, if any.

     3.     Consent.  Effective as of the date hereof, upon 
            -------
satisfaction of the conditions precedent set for in Section 4 below,
and in reliance upon the representations and warranties of Borrower
set forth herein, Lenders hereby consent to the execution and
delivery by Borrower of each of the Other Amendments.

     4.     Conditions Precedent.  This Amendment shall become 
            --------------------
effective as of December 27, 1996, upon satisfaction of each of the
following conditions:

          (a) As of the date first above written (after giving
effect to this Amendment) no Default or Event of Default shall
have occurred and be continuing.

          (b) Agent shall have received two (2) copies of this
Amendment duly executed by Borrower.

          (c) Each of the Other Amendments shall have been executed
and delivered by Borrower and prior to or concurrently with the
effectiveness of this Amendment shall have become effective pursuant
to the respective terms thereof.

     5.     Representations, Warranties and Covenants.
            -----------------------------------------

     5.1  Borrower hereby represents and warrants to the Agent and
each of the Lenders that:

     (a) this Amendment, and the Credit Agreement, as amended
hereby, constitute legal, valid and binding obligations of
Borrower and are enforceable against Borrower in accordance with
their respective terms;

     (b) after giving effect to this Amendment, no Default or Event
of Default has occurred and is continuing; and 

     (c) the execution and delivery by Borrower of this Amendment does not
require the consent or approval of any  Person, except such consents and
approvals as shall have been obtained.  

          6.     Reference to and Effect on the Credit Agreement and 
                 ---------------------------------------------------
                 the Other Credit Documents.
                 --------------------------

          6.1      Upon the effectiveness of this Amendment, each
reference in the Credit Agreement to "this Agreement", "hereunder",
"hereof", "herein" or words of like import, and each reference in
each of the other Credit Documents to the "Credit Agreement," shall
in each case mean and be a reference to the Credit Agreement as
amended hereby.

          6.2     Except as expressly set forth herein, (i) the
execution and delivery of this Amendment shall in no way affect any
right, power or remedy of Agent or any of the Lenders with respect
to any Event of Default nor constitute a waiver of any provision of
the Credit Agreement or any of the other Credit Documents, and (ii)
all terms and conditions of the Credit Agreement, the other Credit
Documents and all other documents, instruments, amendments and
agreements executed and/or delivered by the Borrower pursuant
thereto or in connection therewith shall remain in full force and
effect and are hereby ratified and confirmed in all respects.  The
execution and delivery of this Amendment by Agent and each of the
Lenders shall in no way obligate Agent or any of the Lenders, at any
time hereafter, to consent to any other amendment or modification of
any term or provision of the Credit Agreement or any of the other
Credit Documents, whether of a similar or different nature.

          7.     Governing Law.  The validity, interpretation and 
                 -------------
enforcement of this Amendment and any dispute arising out of or in
connection with this Amendment, whether sounding in contract, tort,
equity or otherwise, shall be governed by the internal laws (as
opposed to the conflicts of laws provisions) and decisions of the
state of Illinois.

          8.     Headings.  Section headings in this Amendment are 
                 --------
included herein for convenience of reference only and shall not
constitute a part of this Amendment for any other purpose.

          9.     Counterparts.  This Amendment may be executed in 
                 ------------
any number of counterparts and by the different parties hereto in
separate counterparts, each of which when so executed and delivered
shall be an original, but all of which shall together constitute one
and the same instrument.

          IN WITNESS WHEREOF, the parties have caused this Amendment
to be duly executed and delivered by their proper and duly
authorized officers as of the date first set forth above.

                         
                                   BORROWER:

                                   ENVIRODYNE INDUSTRIES, INC.


                              By:_________________________________
                                   Gordon S. Donovan
                                   Vice President, Chief Financial
                                   Officer and Treasurer
                              AGENT:

                              BT COMMERCIAL CORPORATION, as Agent


                              By:_________________________________
                                    

                              Title:______________________________


                              LENDERS:

                              BT COMMERCIAL CORPORATION, in its    
                               individual capacity

                              By:_________________________________
                                    

                              Title:______________________________