Exhibit 10.3(1)
                    AMENDMENT AGREEMENT NO. 1

                         to that certain

         AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

                  Dated as of December 31, 1992


This AMENDMENT AGREEMENT NO. 1 (the "Amendment"), is made as of
December 31, 1995, by and among IONICS, INCORPORATED (the
"Borrower"), a Massachusetts corporation having its principal
place of business at 65 Grove Street, Watertown, Massachusetts
02172, THE FIRST NATIONAL BANK OF BOSTON ("FNBB"), 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 (FNBB and such other banks
being collectively referred to herein as the "Banks" and each a
"Bank") and THE FIRST NATIONAL BANK OF BOSTON as Agent for the
Banks (the "Agent").


     WHEREAS, the Borrower, the Banks and the Agent are parties
to that certain Amended and Restated Revolving Credit Agreement,
dated as of December 31, 1992 (as 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:

     '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.

     '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, 1995"
therein and substituting therefor the date "December 31, 1998".

59/


                               -2-

          (b)  Section 1.2 of the Credit Agreement is hereby
amended as follows:

               (i)  by deleting each reference to the date
"December 31, 1995" therein and substituting for each reference
therefor the date "December 31, 1998";

               (ii) by deleting the reference to the date "April
1, 1996" therein and substituting therefor the date "April 1,
1999"; and

               (iii)    by deleting the reference to the date
"December 31, 1996" therein and substituting therefor the date
"December 31, 1999".

          (c)  Section 1.2.1(a) of the Credit Agreement is hereby
amended by deleting the words "Not less than three (3) nor more
than five (5) Business Days" in the first line of such subsection
and substituting therefor the words "Not less than two (2) nor
more than five (5) Business Days".

          (d)  Section 1.2.1(a)(1)(B) of the Credit Agreement is
hereby amended by deleting the words "a minimum amount of
$1,000,000" therein and substituting therefor the words "a
minimum amount of $500,000".

          (e)  Section 1.2.1(a)(1)(C) of the Credit Agreement is
hereby amended by deleting the words "a minimum amount of
$500,000 and even multiples of $250,000" therein and substituting
therefor the words "a minimum amount of $250,000 and even
multiples of $100,000".

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

               (i)  by inserting in the second sentence thereof,
immediately before the reference to "one (1)", the phrase "seven
(7) days or";

               (ii) by inserting in the third sentence thereof,
immediately before the reference to "seven (7)", the phrase "one
(1) day or";

               (iii)    by deleting the reference to the date
"December 31, 1995" from the fourth sentence thereof and
substituting therefor the date "December 31, 1998"; and

60/


                               -3-

               (iv) by deleting the date "December 31, 1998" from
the fourth sentence thereof and substituting therefor the date
"December 31, 2001".

          (g)  Section 1.3 of the Credit Agreement is hereby
amended as follows:

               (i)  by deleting in the fifth sentence thereof,
the words "at least five (5)" and substituting therefor the words
"at least three (3)";

               (ii) by deleting in the seventh sentence thereof,
the phrase "Eurodollar Loan(s) shall be in an aggregate principal
amount of $250,000" and substituting therefor the phrase
"Eurodollar Loan(s) shall be in an aggregate principal amount of
$100,000"; and

               (iii)    by deleting in the eighth sentence
thereof the words "principal amount of $1,000,000" and
substituting therefor the words "principal amount of $500,000".

          (h)  The definition of Interest Period contained within
Section 2 of the Credit Agreement is hereby amended as follows:

               (i)  by inserting immediately before the reference
to "one (1), two (2)", the phrase "seven (7) days or";

               (ii) by inserting immediately before the reference
to "seven (7), thirty (30)", the phrase "one (1) day or";

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

               (i)  by deleting the number "$150,000,000" and
substituting therefor the number "$163,000,000"; and

               (ii) by deleting the reference to the date "June
30, 1992" and substituting therefor the date "September 30,
1995".

          (j)  Exhibit A to the Credit Agreement is hereby
amended by deleting the reference to the date "December 31, 1995"
and substituting therefor the date "December 31, 1998".


61/


                               -4-

          (k)  Exhibit B to the Credit Agreement is hereby
amended by deleting the reference to the date "April 1, 1996" and
substituting therefor the date "April 1, 1999".

     '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, 1995 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.

     '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. 

62/


                               -5-

          (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 of
Default exists under the Credit Agreement or any other Loan
Document.

     '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.

     '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 hereof 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).

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




63/


                               -6-

     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 
                             Name:  Robert J. Halliday
                             Title: V.P. Finance

                             THE FIRST NATIONAL BANK
                             OF BOSTON, individually and as Agent


                             By:/s/Henry L. Petrillo  
                             Name:  Henry L. Petrillo
                             Title: Vice President




























64/