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                                                                   EXHIBIT 10.38

                                                   Warrant to Purchase 74 Shares
                                               of Common Stock at $.01 per Share


                    INCORPORATED UNDER THE LAWS OF THE STATE
                                   OF DELAWARE

                          DAY INTERNATIONAL GROUP, INC.

                             -----------------------


         THE SECURITIES EVIDENCED BY THIS WARRANT OR ISSUABLE UPON EXERCISE
         HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE
         "SECURITIES ACT") OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT
         BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED, ASSIGNED OR OTHERWISE
         ENCUMBERED OR DISPOSED OF WITHOUT COMPLIANCE WITH THE PROVISIONS OF,
         AND ARE OTHERWISE RESTRICTED BY THE PROVISIONS OF, SECTION 7 OF THIS
         WARRANT AND THE SECURITIES ACT AND APPLICABLE STATE SECURITIES' LAW.


         DAY INTERNATIONAL GROUP, INC., a Delaware corporation (the "Company"),
certifies that, for value received, Mr. Carl Crosetto (the "Holder"), is
entitled to purchase, until the close of business on January 18, 2010 (the
"Termination Date"), 74 shares of Common Stock, par value $0.01 per share of the
Company ("Common Stock"), at a price of $4,030.03 per share (the "Warrant
Price"); subject, however, to the provisions and upon the terms and conditions
hereinafter set forth.

                  1.     EXERCISABILITY OF WARRANT.

                  (a)    This Warrant shall become exercisable as follows:

                         (i) This Warrant shall become exercisable for 18.5
                  shares of Common Stock (as adjusted as provided herein) on
                  January 18, 2000;

                         (ii) This Warrant shall become exercisable for an
                  additional 18.5 shares of Common Stock (as adjusted as
                  provided herein) on January 18, 2001, provided Mr. Crosetto is
                  a director of the Company or the Company's wholly-owned
                  subsidiary, Day International, Inc. ("Day") on such date;

                       (iii) This Warrant shall become exercisable for an
                  additional 18.5 shares of Common Stock (as adjusted as
                  provided herein) on January 18, 2002, provided Mr. Crosetto is
                  a director of the Company or Day on such date; and

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                         (iv) This Warrant shall become exercisable for an
                  additional 18.5 shares of Common Stock (or adjusted as
                  provided herein) on January 18, 2003, PROVIDED Mr. Crosetto is
                  a director of the Company or Day on such date.

         (b) Notwithstanding any provision in this Warrant to the contrary, in
the event of the occurrence of a Public Offering or a Change of Control (as each
such term is defined below) with respect to the Company at any time while Mr.
Crosetto is a director of the Company or Day, all shares of Common Stock subject
to this Warrant which have not previously become exercisable shall thereupon
become immediately exercisable in accordance with the other terms and conditions
of this Warrant.

         For purposes of this Section 1(b) the following terms shall have the
following meanings:

         (1) "Public Offering" means any registered primary or secondary
offering of Common Stock of the Company which produces aggregate gross proceeds
to the sellers of such Common Stock of at least $50 million dollars and after
which an established trading market for such shares shall exist.

         (2) "Change of Control" shall have the meaning set forth in the Stock
Option Plan of the Company as the same currently exists or is hereafter adopted.

         (c) Subject to the foregoing and the other terms and conditions hereof,
this Warrant may be exercised in whole or in part at any time until the earlier
to occur of (I) the 180th day after the date on which Mr. Crosetto ceases to be
a director of the Company for any reason and (II) the Termination Date. If Mr.
Crosetto has ceased to be a director of the Company or Day on or prior to any of
the applicable dates or events set forth in Section 1 hereof, this Warrant shall
be cancelled and of no further force of effect with respect to the shares of
Common Stock for which this Warrant would otherwise become exercisable on such
date or upon the occurrence of such event, as the case may be.

                  2. METHOD OF EXERCISE; PAYMENT; ISSUANCE OF NEW WARRANT.

         (a) This Warrant may be exercised by the Holder, in whole or in part,
by the surrender of this Warrant, properly endorsed, at the principal office of
the Company in Dayton, Ohio, Attention: Secretary, and by (I) the payment to the
Company of the Warrant Price in respect of the Common Stock being purchased, and
(II) delivery to the Company of the form of subscription attached hereto (or a
reasonable facsimile thereof).

         (b) Each exercise of this Warrant shall be deemed to have been effected
immediately prior to the close of business on the business day on which (I) this
Warrant shall have been surrendered to the Company, (II) the Company shall have
received payment of the Warrant Price in respect of the Common Stock being
purchased and (III) the Company shall have received the form of subscription
agreement attached hereto, all as provided in this Section 2, and at such time
the person or persons in whose name or


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names any certificate or certificates for shares of Common Stock shall be
issuable upon such exercise shall be deemed to have become the holder or holders
of record thereof.

         (c) In the event of any exercise of the rights represented by this
Warrant, certificates for the shares of Common Stock so purchased shall be
delivered at the Company's expense (including the payment by the Company of any
applicable issuance taxes) to the Holder within five (5) business days after the
rights represented by this Warrant shall have been so exercised, and unless this
Warrant has expired, a new Warrant of like tenor representing the number of
shares of Common Stock, if any, with respect to which this Warrant shall not
then have been exercised, shall also be issued to the Holder within such time.

         3. STOCK FULLY PAID; RESERVATION OF SHARES. The Company covenants and
agrees that all shares which may be issued upon the exercise of the rights
represented by this Warrant will, upon issuance, be duly authorized, validly
issued, fully paid and nonassessable and free from all liens. The Company
further covenants and agrees that during the period within which the rights
represented by this Warrant may be exercised, the Company will at all times have
authorized, and reserved for the purpose of the issue upon exercise of the
purchase rights evidenced by this Warrant, at least the maximum number of shares
of its Common Stock as are then issuable upon the exercise of the rights
represented by this Warrant.

         4. FRACTIONAL SHARES. No fractional shares of Common Stock will be
issued in connection with any exercise hereunder but in lieu of such fractional
shares, the Company shall make a cash payment therefor to the Holder in an
amount equal to the fair market value of such fraction (as such value is
determined in good faith by the Board of Directors of the Company).

         5. NUMBER OF SHARES RECEIVABLE UPON EXERCISE. The number and kind of
securities receivable upon the exercise of this Warrant is subject to adjustment
upon the happening of the events specified in this Section 5.

         (a) STOCK DIVIDENDS, STOCK SPLITS, ETC. In case the Company shall (I)
declare or pay a dividend on the Common Stock in shares of any class of capital
stock or make a distribution to holders of the Common Stock in shares of any
class of capital stock, (II) subdivide the outstanding Common Stock into a
greater number of shares of Common Stock, (III) combine the outstanding Common
Stock into a smaller number of shares of Common Stock or (IV) issue by
reclassification of the shares of Common Stock other securities of the Company
(including any such reclassification in connection with a consolidation, merger
or other business combination in which the Company is the surviving
corporation), the number and kind of shares of capital stock or securities
purchasable and issuable upon exercise of the Warrants shall be adjusted so that
the Holder, upon exercise thereof, shall be entitled to receive the number and
kind of shares of capital stock and other securities of the Company that the
Holder would have owned or have been entitled to receive after the happening of
any of the events described above had the Warrants been exercised in full and
the relevant shares of Common Stock issued in the name of the Holder immediately
prior to the happening of such event or, if applicable,



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any record date with respect thereto. An adjustment made pursuant to this
paragraph (a) shall become effective on the date of the dividend payment,
subdivision, combination or issuance retroactive to the record date with respect
thereto, if any, for such event. Such adjustment shall be made successively
whenever such an issuance is made.

         (b) ACCOUNTANTS' REPORT AS TO ADJUSTMENTS. In each case of any
adjustment or readjustment in the number of shares of Common Stock or other
securities issuable upon exercise of this Warrant, the Company at its expense
will promptly compute such adjustment or readjustment in accordance with the
terms hereof and, upon the reasonable request of the Holder, cause independent
public accountants of recognized national standing selected by the Company
(which may be the regular auditors of the Company) to verify such computation
and prepare a report setting forth such adjustment or readjustment and showing
in reasonable detail the method of calculation thereof and the facts upon which
such adjustment or readjustment is based. The Company will forthwith mail a copy
of each such report to the Holder of this Warrant. The Company will also keep
copies of all such reports at its principal office, and will cause the same to
be available for inspection at such office during normal business hours by the
Holder of this Warrant or any prospective purchaser of a Warrant designated in
writing by the Holder.

         (c) NO IMPAIRMENT. The Company will not permit the par value of any
shares of Common Stock receivable upon the exercise of any Warrant to be
increased to an amount that exceeds the amount payable therefor upon such
exercise and will take all such action as may be necessary or appropriate in
order that the Company may validly and legally issue fully paid and
nonassessable shares of Common Stock upon the exercise of this Warrant from time
to time.

         (d) EXERCISE OF WARRANT IN THE EVENT OF A CONSOLIDATION, MERGER, SALE
OF ASSETS, REORGANIZATION, ETC. (i) In the event of any merger, consolidation or
other acquisition or business combination in which the Company is not the
surviving corporation or in which all of the outstanding Common Stock is
converted into, acquired or exchanged for securities, cash or property or in the
event of the sale or other disposition of all or substantially all the assets of
the Company, the successor, parent or purchasing person, as the case may be,
shall deliver to the Holder an undertaking that such Holder shall have the right
thereafter upon payment of the Warrant Price to purchase upon exercise of each
Warrant the kind and amount of securities, cash and property which the Holder
would have owned or have been entitled to receive upon the happening of such
merger, consolidation, acquisition, business combination or sale had each
Warrant been exercised and the relevant shares of Common Stock issued in the
name of the Holder immediately prior to the relevant record date, if any, or the
occurrence of such merger, consolidation, acquisition, business combination or
sale. Such undertaking shall provide for adjustments, which shall be as nearly
equivalent as may be practicable to the adjustments provided for in this Section
5(d). The Company will not effect any transaction of the type referred to in
this Section 5(d) unless the successor or purchasing person delivers such
undertaking. The provisions of this Section 5(d) shall similarly apply to
successive mergers, consolidations, business combinations and sales or
transfers.



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         (ii) Upon any liquidation, dissolution or winding up of the Company,
the Holder shall receive such cash or property (less the Warrant Price) which
the Holder would have been entitled to receive upon the happening of such
liquidation, dissolution or winding up had the Warrants been exercised in full
and the shares of Common Stock in respect of such exercise issued immediately
prior to the occurrence of such liquidation, dissolution or winding up.

         6. ISSUANCE OF COMMON STOCK TO GSCP. The Company shall not issue any
shares of Common Stock or any other capital stock of the Company to Greenwich
Street Capital Partners, L.P. ("GSCP") or any of GSCP's affiliates in any
transaction or any series of related transactions for an aggregate consideration
of $25,000,000 or greater unless (I) the terms of such issuance are no less
favorable in all material respects to the Company than those that could be
obtained at the time of such issuance in a comparable arm's-length transaction
with a person or entity which is not an affiliate of the Company and (II) the
Company has obtained a written fairness opinion of an investment banking firm or
independent appraiser or accounting firm, in either case that is nationally
recognized in the United States of America, stating that the terms of such
issuance are fair to the Company from a financial point of view.

         7. RESTRICTIONS ON TRANSFER. (a) Subject to Section 7(b) hereof, the
Holder shall not, without the prior written consent of the Company, directly or
indirectly, sell, pledge, mortgage, hypothecate, give, transfer, create a
security interest in or lien on, place in trust (voting or otherwise), assign or
in any other way encumber or dispose of (hereinafter, "Transfer") this Warrant
or any of the shares of Common Stock issuable upon exercise of this Warrant now
or hereafter owned by the Holder, or any interest therein or rights relating
thereto.

         (b) The restrictions in Section 7(a) hereof shall terminate upon a
Qualified Public Offering (as defined below) and shall not apply or in any way
restrict any transfer of this Warrant or any of the shares of Common Stock
issuable upon exercise of this Warrant so long as the Holder at all times
retains all voting rights with respect to all such shares. The term "Qualified
Public Offering" means an underwritten public offering of any issued shares of
Common Stock of the Company (whether alone or in conjunction with any security
public offering) which produces net cash proceeds for the Company of at least
$75,000,000 and after which established public trading market exists for such
Common Stock.

         8. AMENDMENTS AND WAIVERS. Any term of this Warrant may be amended or
modified or the observance of any term of this Warrant may be waived (either
generally or in a particular instance) only with the written consent of the
Company and the Holder of this Warrant.

         9. ASSIGNMENT. The provisions of this Warrant shall be binding upon and
inure to the benefit of the Holder, its successors and assigns by way of merger,
consolidation or operation of law, and each third party transferee of this
Warrant, PROVIDED that (I) the Holder shall have delivered to the Company the
form of assignment attached hereto; and (II) in the case of any third party
transferee, such transferee shall


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have delivered to the Company a valid agreement of assumption of the restriction
on transfer specified in Section 7.

         10. EXCHANGE OF WARRANT. Upon surrender for exchange of this Warrant,
properly endorsed, at the principal office of the Company, the Company at its
expense will issue and deliver to or upon the order of the Holder a new Warrant
or Warrants of like tenor, in the name of such Holder or as such Holder (upon
payment by such Holder of any applicable transfer taxes) may direct, calling in
the aggregate on the face or faces thereof for the number of shares of Common
Stock called for on the face of this Warrant.

         11. REPLACEMENT OF WARRANT. Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of any
Warrant and, in the case of any such loss, theft or destruction of any Warrant,
upon delivery of an indemnity bond in such reasonable amount as the Company may
determine, or, in the case of any such mutilation, upon the surrender of such
Warrant for cancellation to the Company at its principal office, the Company at
its expense will execute and deliver, in lieu thereof, a new Warrant, of like
tenor. Any Warrant in lieu of which any such new Warrant has been so executed
and delivered by the Company shall not be deemed to be an outstanding Warrant
for any purpose.

         12. REMEDIES. The Company stipulates that the remedies at law of the
Holder of this Warrant in the event of any default by the Company in the
performance of or in compliance with any of the terms of this Warrant are not
and will not be adequate, and that such terms may be specifically enforced by a
decree for the specific performance of any agreement contained herein or by an
injunction against a violation of any of the terms hereof or otherwise without
the requirement of the posting of a bond.

         13. NO RIGHTS OR LIABILITIES AS STOCKHOLDER. Nothing contained in this
Warrant shall be construed as conferring upon the Holder any rights as a
stockholder of the Company (except to the extent that shares of Common Stock are
issued to such Holder pursuant to this Warrant or such Holder otherwise owns any
shares of Common Stock) or as imposing any liabilities on such Holder to
purchase any securities or as a stockholder of the Company, whether such
liabilities are asserted by the Company or by creditors or stockholders of the
Company or otherwise.

         14. NOTICES. All notices and other communications under this Warrant
shall be in writing and shall be mailed by registered or certified mail, return
receipt requested, or by facsimile transmission, addressed (1) if to the Holder,
at the registered address or the facsimile number of such Holder as set forth in
the register kept at the principal office of the Company, and (2) if to the
Company, to the attention of the Secretary at its principal office, or to its
facsimile number, Attention: Secretary, PROVIDED that the exercise of any
Warrant shall be effected in the manner provided in Section 2.

         15. MISCELLANEOUS. THIS WARRANT SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE. The headings
in this Warrant are for purposes of reference only and shall not limit or
otherwise affect the meaning hereof.


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DATED as of January 18, 2000.

                                            DAY INTERNATIONAL GROUP, INC.



                                            By: /s/ Matthew C. Kaufman
                                               ______________________________








































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                              FORM OF SUBSCRIPTION
                              --------------------

                [To be signed only upon exercise of the Warrant]


TO DAY INTERNATIONAL GROUP, INC.

         The undersigned, the holder of the within Warrant, hereby irrevocably
elects to exercise the purchase right represented by such Warrant for, and to
purchase thereunder, _________* shares of Common Stock of DAY INTERNATIONAL
GROUP, INC. and herewith makes payment of $______ therefor, and requests that
the certificates for such shares be issued in the name of, and delivered to,
________________________________, whose address is

----------------------------------------------------------------.


Dated:
        -----------------


                                            -----------------------------
                                            (Signature must conform in all
                                            respects to name of holder as
                                            specified on the face of the
                                            Warrant)


                                            -----------------------------
                                                              (Address)


--------------------

*        Insert here the number of shares called for on the face of the Warrant
         (or, in the case of a partial exercise, the portion thereof as to which
         the Warrant is being exercised), in either case without making any
         adjustment for additional shares of the Common Stock or any other stock
         or other securities or property or cash which, pursuant to the
         adjustment provisions referred to in the Warrant, may be deliverable
         upon exercise. In the case of a partial exercise, a new Warrant or
         Warrants will be issued and delivered, representing the unexercised
         portion of such Warrant, all as provided in the Warrant.


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                               FORM OF ASSIGNMENT
                               ------------------

                [To be signed only upon transfer of the Warrant]


                  For value received, the undersigned hereby sells, assigns and
transfers unto _________________________________ the rights represented by the
within Warrant to purchase _______ shares of Common Stock of DAY INTERNATIONAL
GROUP, INC. (the "Company") to which the within Warrant relates, and appoints
_______________________ Attorney to transfer such rights on the books of DAY
INTERNATIONAL GROUP, INC. with full power of substitution in the premises; it
being understood and agreed that notwithstanding such assignment and transfer,
the undersigned shall retain, and shall at all times be entitled to exercise,
all voting rights with respect to all shares of Common Stock issuable upon
exercise of this Warrant.




Dated:
        -----------------


                                           ------------------------------
                                           (Signature must conform in all
                                           respects to name of holder as
                                           specified on the face of the
                                           Warrant)


                                           ------------------------------
                                                               (Address)

Signed in the presence of:


-------------------------------