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EXHIBIT 10(iv)

                               FIRST AMENDMENT TO

                       AMERICAN PRECISION INDUSTRIES INC.

                       GRANT OF RESTRICTED STOCK AND BONUS

                                       TO

                                KURT WIEDENHAUPT





     This AGREEMENT, entered into as of July 1, 1996, is by and between American
Precision Industries Inc. (the "Corporation") and Kurt Wiedenhaupt (the
"Executive").

                                R E C I T A L S
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     A. The Corporation granted 4,000 shares of the common stock, $.66-2/3 par
value per share, of the Corporation to the Executive under the terms of an
Agreement entered into by and between the Corporation and the Executive dated as
of May 1, 1995 (the "Agreement").

     B. The Board of Directors of the Corporation and the Executive have
determined that the Agreement's definition of certain terms by reference to the
Executive's employment agreement should be changed to refer to the Change in
Control Agreement entered into by and between the Corporation and the Executive
dated as of July 1, 1996 (the "Change in Control Agreement") and that other
references to the employment agreement should be deleted from the Agreement.

     NOW, THEREFORE, the Corporation and the Executive agree to amend the
Agreement as follows, effective as of July 1, 1996:

          1. Paragraph 7 of the Agreement is amended to read as follows:

               (a) During the "Restricted Period" as defined below, none of the
Restricted Shares may be sold, exchanged, transferred, assigned, pledged,
hypothecated, or otherwise disposed of. The "Restricted Period" is the period
beginning on the Date of Grant and ending on the earliest to occur of the
following: (i) April 30, 2000, (ii) the death of the Executive, or (iii) the
termination of the Executive's employment with the Corporation (A) by the
Corporation for a reason other than "Cause," (B) on account of the "Disability"
of the Executive, or (C) by the Executive for "Good Reason" following a "Change
in Control," as such terms are, or may be, defined in the Change in Control
Agreement.


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               (b) If the Executive's employment with the Corporation is
terminated during the Restricted Period under any circumstances other than those
described under clause (ii) or (iii) of paragraph 7(a), the Executive shall
forfeit the Restricted Shares on the date of the termination of his employment.
In such a case, the Executive shall assign the certificate or certificates for
the Restricted Shares to the Corporation as soon as practicable following the
termination of his employment.

          2. Paragraph 10 of the Agreement is amended to read as follows:

               10. Compensation realized or recognized by the Executive in
connection with this Agreement including, but not limited to, compensation that
may be realized upon the grant of the Restricted Shares, the payment of the cash
bonus, the payment of dividends or other distributions with respect to the
Restricted Shares, and the expiration of the Restricted Period, shall not be
considered compensation for the purposes of any employee benefit plan of the
Corporation (including but not limited to any supplemental plan), except as the
Corporation may determine in its sole discretion.

          IN WITNESS WHEREOF, this Agreement has been executed as of the date
first written above.



                              AMERICAN PRECISION INDUSTRIES INC.          
                                                                          
                                                                          
                                                                          
                              By /s/ John M. Murray
                                -------------------------------------------
                                     John M. Murray,                      
                                     Vice President-Finance and Treasurer 
                                                                          
                                                                          
                                                                          
                              By /s/ James J. Tanous
                                -------------------------------------------
                                     James J. Tanous, Secretary           
                                                                          
                                                                          
                                                                          
                               /s/ Kurt Wiedenhaupt                 
                              ---------------------------------------------
                                     Kurt Wiedenhaupt, individually       
                              

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