Exhibit 10.3(2)
                    AMENDMENT AGREEMENT NO. 2
                         to that certain
         AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

                  Dated as of December 31, 1992

     This AMENDMENT AGREEMENT NO. 2 (the "Amendment"), is made as
of December 31, 1998, by and among IONICS, INCORPORATED (the
"Company" or the "Borrower"), a Massachusetts corporation having
its principal place of business at 65 Grove Street, Watertown,
Massachusetts 02472, BANKBOSTON,N.A. (f/k/a The First National
Bank of Boston and referred to herein as "BKB"), 100 Federal
Street, Boston, Massachusetts 02110, and such other banks that
are or may become parties to this Agreement from time to time in
accordance with the provisions hereof (BKB and such other banks
being collectively referred to herein as the "Banks" and each a
"Bank") and BKB as agent for the Banks (the "Agent").

     WHEREAS, the Borrower, the Banks and the Agent are parties
to that certain Amended and Restated Credit Agreement, dated as
of December 31, 1992 (as amended by Amendment Agreement No. 1
thereto dated as of December 31, 1995 and as further amended and
in effect from time to time, the "Credit Agreement"), pursuant to
which the Banks, upon certain terms and conditions, have made
loans to the Borrower; and

     WHEREAS, the Borrower has requested and the banks and the
Agent have agreed, on the terms and subject to the conditions set
forth herein, to amend the Credit Agreement to (a) extend the
maturity of the Loans and (b) modify certain covenants and
provisions;

     NOW, THEREFORE, the parties hereto hereby agree as follows:

     Section 1.  Defined Terms.  Capitalized terms which are used
herein without definition and which are defined in the Credit
Agreement shall have the same meanings herein as in the Credit
Agreement.

     Section 2.  Amendment of Credit Agreement.

     (a)  Section 1.1 of the Credit Agreement is hereby amended
by deleting the reference to the date "December 31, 1998" therein
and substituting therefor the date "December 31, 2001".

     (b)  Section 1.2 of the Credit Agreement is hereby amended
as follows:
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          (i)  by deleting each reference to the date "December 31, 1998"
therein and substituting for each reference therefor the date "December 31,
2001";

          (ii)  by deleting the reference to the date "April 1, 1999"
therein and substituting therefor the date "April 1, 2002"; and

          (iii) by deleting the reference to the date "December 31, 1999"
therein and substituting therefor the date "December 31, 2002".

     (c)  Section 1.2.2 of the Credit Agreement is hereby amended as
follows:

          (i)  by deleting the reference to the date "December 31, 1998"
from the fourth sentence thereof and substituting therefor the date
"December 31, 2001"; and

          (ii)  by deleting the date "December 31, 2001" from the fourth
sentence thereof and substituting therefor the date "December 31, 2004".

     (d)  Section 3 of the Credit Agreement is hereby amended by adding the
following new Section 3.9 after Section 3.8 therein:

          Section 3.9  Year 2000 Problem.  The Company and its Consolidated
Subsidiaries have (i) reviewed the areas within their businesses and
operations which could be adversely affected by failure to become "Year
2000 Compliant" (i.e. that computer applications, imbedded microchips and
other systems used by the Borrower or any of its Consolidated
Subsidiaries,will be able properly to recognize and perform properly date-
sensitive functions involving certain dates prior to and any date after
December 31, 1999), (ii) developed a detailed plan and timetable to become
Year 2000 Compliant in a timely manner,and (iii) committed adequate
resources to support the Year 2000 plan of the Borrower and its
consolidated Subsidiaries.  Based upon such review, the Borrower reasonably
believes that the Borrower and its Consolidated Subsidiaries will become
"Year 2000 Compliant"in a timely manner except to the extent that failure
to do so will not have any materially adverse effect on the business or
financial condition of the Borrower or any of its Consolidated
Subsidiaries.

     (e)  Section 5.6 of the Credit Agreement is hereby amended as follows:

          (i)  by deleting the number $163,000,000" and substituting
therefor the number $231,000,000"; and

          (ii)  by deleting the reference to the date "September 30, 1995"
and substituting therefor the date "December 31, 1998".

     (f) Exhibit A to the Credit Agreement is hereby amended by deleting the
reference to the date "December 31, 1998" and substituting therefor the date 
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"December 31, 2001" and by deleting each reference to "The First National
Bank of Boston therein and substituting therefor a reference to "The
First National Bank of Boston therein and substituting therefor a
reference to "BankBoston, N.A. (f/k/a The First National Bank of
Boston)".

     Section 3.  Effectiveness.  The effectiveness of this Amendment
shall be subject to the satisfaction of the following conditions:

     (a)  Delivery.  The Borrower, the Banks and the Agent shall have
executed and delivered this Amendment.

     (b)  Loan Note.  The Borrower shall have executed and delivered an
amended and restated Loan Note in substantially the form of Exhibit A to
the Credit Agreement, dated as of December 31, 1998 and completed with
the appropriate insertions.

     (c)  Proceedings and Documents.  All proceedings in connection with
the transactions contemplated by this Amendment and all documents
incident thereto shall be reasonably satisfactory in substance and form
to the Banks and the Agent, and the Agent shall have received all
information and such counterpart originals or certified or other copies
of such documents as the Agent may reasonably request.

     Section 4.  Representations and Warranties.  The Borrower represents
and warrants to the Banks and the Agent as follows:

     (a)  Representations and Warranties in Credit Agreement.  The
representations and warranties of the Borrower contained in the Credit
Agreement, (i) were true and correct in all material respects when made,
and (ii) except to the extent such representations and warranties by
their terms are made solely as of a prior date,continue to be true and
correct in all material respects on the date hereof.

     (b)  Authority, Etc.  The execution and delivery by the Borrower of
this Amendment and the performance by the Borrower of all of its
agreements and obligations under this Amendment (i) are within the
corporate authority of the Borrower, (ii) have been duly authorized by
all necessary corporate proceedings by the Borrower, (iii) do not
conflict with or result in any breach or contravention of any provision
of law, statute, rule or regulation to which the Borrower is subject or
any judgment, order, writ, injunction,license or permit applicable to the
Borrower, and (iv) do not conflict with any provision of the corporate
charter or by-laws of, or any agreement or other instrument binding upon,
the Borrower.
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     (c)  Enforceability of Obligations.  This Amendment, and the Credit
Agreement as amended hereby, constitute the legal, valid and binding
obligations of the Borrower enforceable against in accordance with their
respective terms.  Immediately prior to and after giving effect to this
Amendment, no Default or Event or Default exists under the Credit
Agreement or any other Loan Document.

     Section 5.  No Waiver.  Except as otherwise expressly provided for
in this Amendment, nothing in this Amendment shall extend to or affect in
any way any of the Borrower's obligations or any of the rights and
remedies of the Banks or the Agent in respect of the Credit Agreement
arising on account of the occurrence of any Event of Default, all of
which are expressly preserved.

     Section 6.  Miscellaneous Provisions.  (a)  Except as otherwise
expressly provided by this Amendment, all of the terms, conditions and
provisions of the Credit Agreement shall remain the same.  It is declared
and agreed by each of the parties hereto that the Credit Agreement, as
amended hereby, shall continue in full force and effect, and that this
Amendment and the Credit Agreement shall be read and construed as one
instrument.

     (b)  THIS AMENDMENT IS INTENDED TO TAKE EFFECT AS AN AGREEMENT UNDER
SEAL AND SHALL BE CONSTRUED ACCORDING TO AND GOVERNED BY THE LAWS OF THE
COMMONWEALTH OF MASSACHUSETTS.

     (c)  This Amendment may be executed in any number of counterparts,
but all such counterparts shall together constitute but one instrument.
In making proof of this Amendment it shall not be necessary to produce or
account for more than one counterpart signed by each party hereto by and
against which enforcement thereof is sought.

     (d)  The Borrower hereby agrees to pay to the Agent, on demand by
the Agent, all reasonable out-of-pocket costs and expenses incurred or
sustained in connection with the preparation of this Amendment (including
reasonable legal fees).

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     IN WITNESS WHEREOF, the parties hereto have executed this Amendment
as an agreement under seal of the date first written above.
     
                                IONICS, INCORPORATED


                                By:/s/Robert J. Halliday
                                Title: CFO

                                BANKBOSTON, N.A., individually and as
                                Agent 


                                By: /s/Henry L. Petrillo
                                Title: Director
     
































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