AMENDMENT NO. 1


          Amendment No. 1 dated as of June 1, 1997  (this "Amendment") between
    MELLON LEASING CORPORATION, a Pennsylvania corporation and formerly Mellon
    Financial Services Corporation #3,  as Lessor ("Lessor"), and ESSEX GROUP,
    INC., a Michigan  corporation, as Lessee ("Lessee"), to the  AGREEMENT AND
    LEASE dated as of  April 12,  1995 (the "Agreement"),  between Lessor  and
    Lessee;

                                 WITNESSETH THAT:

          WHEREAS,  Lessee  has requested  that  Lessor  agree  to  amend  the
    Agreement is hereinafter provided;

          WHEREAS,  Lessor is  willing  so  to amend  the Agreement  upon  and
    subject to the terms and conditions hereinafter provided;

          WHEREAS,  unless  otherwise defined  herein  or  unless  the context
    otherwise requires, terms defined in the Agreement shall have the meanings
    therein set forth;

          NOW, THEREFORE, the parties hereto, in consideration of the premises
    and their  mutual covenants  hereinafter  set forth  and intending  to  be
    legally bound, hereby agree as follows:

          1.    Amendments.  Section (b)(iv) of Annex 1 to the Lease  Schedule
    is hereby  amended in its  entirety to read  in its entirety  as set forth
    below:

          Applicable Margins.

          The  Applicable Margin  for each  interest rate  Option for  any day
    shall mean the percentage set forth below opposite the relevant Level:

          Level       Euro-Rate Option        Base Rate Option

            I               3/4%                    3/8%
           II               7/8%                    3/8%
          III               1%                      3/8%
           IV               1 1/8%                  3/8%
            V               1 1/2%                  1/2%
           VI               1 7/8%                  7/8%

          As used herein, "Level" shall mean, as of any date of determination,
    the level set forth below then in effect, as determined in accordance with
    the following provisions:

          Level                   Leverage Ratio

            I                     Less than or equal to 2.0 to 1.0

           II                     Less than or equal to 2.5 to 1.0
                                    but greater than 2.0 to 1.0

          III                     Less than or equal to 3.0 to 1.0
                                   but greater than 2.5 to 1.0

           IV                     Less than or equal to 3.5 to 1.0
                                   but greater than 3.0 to 1.0<PAGE>


            V                     Less than or equal to 4.0 to 1.0
                                   but greater than 3.5 to 1.0

           VI                     Greater than 4.0 to 1.0

    For the purposes of  this definition, the Level shall be determined  as at
    the end of  each of the first three quarterly  periods of each fiscal year
    of Holdings  and as at the  end of each fiscal  year of Holdings,  for the
    period (a "Level Test Period") of four consecutive fiscal quarters  ending
    on the last day of  such quarterly period of fiscal year,  as the case may
    be,  based on  the  relevant  financial statements  delivered  pursuant to
    Section 7.1;  changes in the  Level shall become effective on  the date on
    which such financial statements are  delivered to Lessor (but in any event
    not later than  the 50th day  after the  end of  each of  the first  three
    quarterly periods  of each fiscal year  or the 105th day  after the end of
    each fiscal year, as the case may be) and shall remain in effect until the
    next change to be effected pursuant to this definition, provided, that, if
    any  financial statements referred  to above are not  delivered within the
    time periods  specified above, then,  until such financial statements  are
    delivered, the  Level as at the  end of the fiscal  period that would have
    been covered thereby shall be deemed to be Level VI.

          2.    Representations  and Warranties.  Lessee hereby represents and
    warrants to Lessor  that the representations and warranties of  Lessee set
    forth in Section  5.2 of the Agreement and true  and correct on and  as of
    the date hereof except that for purposes of this Section 2, each reference
    in  Section 5.2 to "this Agreement" shall mean the Agreement as amended by
    this  Amendment, each  such reference  to "December  31, 1993"  shall mean
    "December 31, 1995", each such reference to "December 31, 1994" shall mean
    "December 31, 1996" and each  such reference to "Closing  Date" shall mean
    "Amendment Closing Date" as hereinafter defined.

          3.    Conditions Precedent.  This Amendment shall be effective as of
    June 1, 1997 upon satisfaction of the following conditions (the dates upon
    which such  conditions are satisfied  being herein  called the  "Amendment
    Closing Date"):

                a.    Delivery  by Lessee  to  Lessor  of a  certificate  of a
    Responsible Officer  to  the  effect  that  (i)  the  representations  and
    warranties of Lessee set forth in Section 2 hereof are true and correct on
    and as of the Amendment  Closing Date as though made on such Date and (ii)
    on such Date no Event of Default or Unmatured Default  has occurred and is
    continuing; and

                b.    Delivery by Lessee to Lessor of an opinion of counsel to
    Lessee as  to the matters set  forth in Sections 5.2(a)  (as to Lessee and
    Michigan  and Indiana only),  5.2(b) (second sentence only)  and 5.2(c) of
    the Agreement as restated in Section 2 hereof.

          4.    Miscellaneous.   The  parties hereto  hereby confirm  that the
    Agreement, as  amended hereby,  does and  shall remain  in full  force and
    effect.

          WITNESS the date execution hereof as of the day and year first above
    written.

                                  MELLON LEASING CORPORATION,
                                    Lessor

                                        2<PAGE>




                                  By    /s/ Michael R. Langrecker      
                                  Title:  Vice President

                                  ESSEX GROUP, INC., Lessee



                                  By    /s/ David A. Owen              
                                  Title:  Executive Vice President, CFO
















































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