Exhibit 10.42  
                                                       

               AMENDMENT NO. 2 TO AMENDED AND RESTATED
                 GENERAL LOAN AND SECURITY AGREEMENT


     THIS AMENDMENT NO. 2 ("Amendment") dated as of October 1, 1995
to that certain Amended and Restated General Loan and Security
Agreement by and between BALDWIN PIANO & ORGAN COMPANY, a Delaware
corporation ("Debtor"), and THE FIFTH THIRD BANK ("Lender"), dated
as of June 15, 1989, restated as of February 24, 1994 and amended
by Amendment No. 1 dated as of April 3, 1995 (the "Agreement").

     WHEREAS, Debtor and Lender have agreed to amend the Agreement
on the terms and subject to the conditions set forth herein.

     NOW, THEREFORE, intending to be legally bound the parties
hereto agree as follows:

     A.   Capitalized terms used and not otherwise defined herein
are used with the meaning set forth in the Agreement.

     B.   Section 5.24 of the Agreement is hereby amended and
restated in its entirety, effective as of October 1, 1995, to read
as follows:

          5.24  Capital Expenditure.  Neither Debtor nor
                -------------------
          any Subsidiary will, during any period of twelve (12) 
          consecutive months, make any Capital Expenditure if,
          after giving effect to such Capital Expenditure, the
          aggregate amount of all such Capital Expenditures made
          during such twelve (12) month period by Debtor and all
          Subsidiaries shall exceed $4,500,000, except for
          industrial development or revenue bond financing
          consented to by Lender, in writing.

     C.   Section 6.1(d) of the Agreement is hereby amended and
restated in its entirety, effective as of October 1, 1995, to read
as follows:

               (d)  Projections - Within 15 days prior
          to the beginning of each fiscal year, on a 
          consolidated and consolidating basis:

                    (i)  projected balance sheets for
          the forthcoming 12 fiscal months, month by 
          month;

                    (ii) a projected cash flow
          statement, including reasonable details of 
          cash disbursements and collateral 
          availability, for the forthcoming 12 fiscal 
          months, month by month; and

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                    (iii) a projected income statement
          for the forthcoming 12 months, month by month, 
          together with appropriate supporting details 
          as requested by Lender.

     D.   Except as expressly modified hereby, the Agreement
remains unaltered and in full force and effect.  Debtor
acknowledges that Lender has made no oral representations to Debtor
with respect to the Agreement and this Amendment thereto and that
all prior understandings between the parties are merged into the
Agreement as amended by this writing.

     E.   This Amendment shall be considered an integral part of
the Agreement, and all references to the Agreement in the Agreement
itself or any document referring thereto shall, on and after the
date of execution of this Amendment, be deemed to be references to
the agreement as amended by this Amendment.

     IN WITNESS WHEREOF, the parties have caused this Amendment to
be executed as of the date first above written.

                              BALDWIN PIANO & ORGAN COMPANY

                              By:  C. R. JUENGLING

                              Its: Vice President


                              THE FIFTH THIRD BANK

                              By:  ROBERT C. RIES

                              Its: Vice President