EXHIBIT  4.1
                          ------------


            AMENDMENT  NO.  3  TO  THE  RIGHTS  AGREEMENT
            ---------------------------------------------

     This  Amendment  No. 3, dated as of March 8, 2000 (this "Amendment No. 3"),
is  to  the  Rights  Agreement, dated as of September 29, 1995, between ABC-NACO
Inc.,  a  Delaware  corporation  (the  "Company"),  and  LaSalle  Bank  National
Association,  as  successor  to LaSalle National Trust, N.A., a national banking
association  (the  "Rights  Agent").

     WITNESSETH:

     WHEREAS,  the  Company  and  the  Rights  Agent are parties to that certain
Rights  Agreement  dated  as  of September 29, 1995, and amended on November 18,
1996  and  September  18,  1998  (as  so  amended,  the "Rights Agreement"); and

     WHEREAS,  the  Company  intends to issue and sell a series of its Preferred
Stock  to  certain  investors  affiliated  with  Furman  Selz  (the "Investors")
pursuant to that certain Preferred Stock Purchase Agreement dated as of February
18,  2000  by  and  among  the  Company  and  the  Investors;  and

     WHEREAS,  the  Rights Agreement is inapplicable to the issuance and sale of
the  Preferred  Stock  to the Investors, insofar as the definition of "Acquiring
Person"  specifically  excludes  the  acquisition of "newly-issued Common Shares
directly  from  the  Company;"  and

     WHEREAS,  the Company and the Investors desire that the Rights Agreement be
inapplicable  to  certain  future acquisitions of shares of the Company's Common
Stock  by affiliates of the Investors solely in their capacity as a market-maker
in  the  Company's  securities  in  accordance  with  the  rules of the National
Association  of  Securities  Dealers,  Inc.;  and

     WHEREAS, pursuant to and in compliance with the provisions of Section 27 of
the  Rights  Agreement,  the  Company  and  the Rights Agent desire to amend the
Rights  Agreement  as  hereinafter  set  forth.

     NOW, THEREFORE, in consideration of  the  premises  and  agreements  herein
contained,  the  Company  and  the  Rights  Agent  agree  as  follows:

     SECTION  I.  Defined  Terms.  Capitalized terms used but not defined herein
shall  have  the  meanings  given  to  such  terms  in  the  Rights  Agreement.

     SECTION  II.  Amendment  to  the  Rights  Agreement.

     2.01.     The  definition  of "Acquiring Person" in Section I of the Rights
Agreement  is  amended  by adding the following language at the end of the first
proviso  of  the  second  sentence  of  the  definition  of  "Acquiring Person:"


<PAGE>
",  except  that  if  such Person becomes the Beneficial Owner of any additional
Common  Shares  solely  as  a  result  of  its  market-making  activities in the
Company's  securities  undertaken  solely  in  its capacity as a market-maker in
accordance  with  the  rules  of the National Association of Securities Dealers,
Inc.,  then  such  Person shall not be deemed to be an Acquiring Person until it
becomes  the Beneficial Owner of 25% or more of the Common Shares of the Company
(and  thereafter  remains a Beneficial Owner of 25% or more of the Common Shares
of  the  Company);"

     SECTION  III.  Miscellaneous.

     3.01     Governing  Law.  This  Amendment  No. 3 shall be deemed to be made
under  the  laws of the State of Delaware and for all purposes shall be governed
by and construed in accordance with the laws of the State of Delaware applicable
to  contracts  to  be  made and performed entirely within the State of Delaware.

     3.02     Counterparts.  This  Amendment No. 3 may be executed in any number
of  counterparts  and each of such counterparts shall for all purposes be deemed
to  be  an original, and all such counterparts shall together constitute but one
and  the  same  instrument.

     3.03     Descriptive Headings.  Descriptive headings of several Sections of
this  Amendment  No.  3  have  been  inserted for convenience only and shall not
control  or  affect the meaning or construction of any of the provisions hereof.

     3.04     Ratification.  This  Amendment  No.  3 is limited as specified and
shall  not constitute a modification, acceptance, consent or waiver of any other
provision of the Rights Agreement.  The Rights Agreement, including the Exhibits
thereto,  as  hereby amended, is in all respects ratified and confirmed, and all
rights  and  powers  created  thereby  or thereunder shall be and remain in full
force  and effect.  From and after the date hereof, all references in the Rights
Agreement,  the  Exhibits  thereto and all other documents related to the Rights
Agreement  shall be deemed to be references to the Rights Agreement after giving
effect  to  this  Amendment  No.  3.

     3.05     Effectiveness.  This  Amendment No. 3 shall be effective as of the
day  and  year  first  above  written.


<PAGE>

     IN WITNESS WHEREOF, the parties have caused this Amendment No. 3 to be duly
executed  and  attested  as  of  the  day  and  year  first  above  written.

ABC-NACO  INC.



By:     /s/ James P. Singsank
        ----------------------
Name:       James P. Singsank
            ------------------
Title:      Senior  Vice  President  and  Chief  Financial  Officer
           -------------------------------------------------------
ATTEST:


By:     /s/  Mark  F.  Baggio
        ---------------------
Name:        Mark  F.  Baggio
             ----------------
Title:       Vice  President,  General  Counsel  and  Secretary
             --------------------------------------------------


     LASALLE  BANK  NATIONAL  ASSOCIATION



By:      /s/  Erik  R.  Benson
         ---------------------
Name:         Erik  R.  Benson
              ----------------
Title:        Assistant  Vice  President
              --------------------------

ATTEST:


By:           /s/  Alvita  C.  Griffin
              ------------------------
Name:         Alvita  C.  Griffin
              -------------------
Title:        Assistant  Secretary
              --------------------