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                                                                     Exhibit 2.2

                               FIRST AMENDMENT TO
                            ASSET PURCHASE AGREEMENT


                  THIS FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (this "First
Amendment"), dated as of August 31, 1999, is made by and among SHILOH
INDUSTRIES, INC., a Delaware corporation (the "Parent"), SHILOH AUTOMOTIVE,
INC., an Ohio corporation ("Buyer"), and MTD PRODUCTS INC, an Ohio corporation
("Seller").


                                    RECITALS
                                    --------

                  A. The, Parent, Buyer and Seller entered into that certain
Asset Purchase Agreement dated as of June 21, 1999 (the "Purchase Agreement");
and

                  B. Pursuant to Section 10.11 of the Purchase Agreement, the
Parent, Buyer Seller have agreed to amend the Purchase Agreement as set forth
herein.

                  NOW, THEREFORE, in consideration of the promises and the
mutual covenants and agreements hereinafter set forth, the parties hereto,
intending to be legally bound hereby, covenant and agree as follows:


                                    ARTICLE I
                                   DEFINITIONS
                                   -----------

                  1.1. CERTAIN DEFINITIONS. Unless otherwise defined herein, all
capitalized terms used herein have the meanings given to them in the Purchase
Agreement.


                                   ARTICLE II

                       AMENDMENT TO THE PURCHASE AGREEMENT
                       -----------------------------------

                  2.1. SECTION 7.1(b). Section 7.1(b) is hereby amended and
superseded in all respects by the provisions of this First Amendment. As amended
and restated, Section 7.1(b) reads in its entirety:

                  "(b) by either Seller or the Buyer by written notice to the
         other party if the transactions contemplated hereby shall not have been
         consummated pursuant hereto by 5:00 p.m. Cleveland, Ohio time on
         November 15, 1999, unless such date shall be extended by the mutual
         written consent of Seller and the Buyer;"




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                                   ARTICLE III
                                  MISCELLANEOUS
                                  -------------

                  3.1 EFFECT OF FIRST AMENDMENT. Except as specifically provided
herein, this First Amendment does not in any way waive, amend, modify, affect or
impair the terms and conditions of the Purchase Agreement, and all terms and
conditions of the Purchase Agreement are to remain in full force and effect
unless otherwise specifically amended, waived or changed pursuant to this First
Amendment.

                  This First Amendment constitutes the entire agreement among
the parties pertaining to the subject matter hereof and supersedes all prior and
contemporaneous agreements, understandings, representations, or other
arrangements, whether express or implied, written or oral, of the parties in
connection therewith except to the extent expressly incorporated or specifically
referred to herein.

                  3.2 COUNTERPARTS. This First Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed an original, but
all such counterparts together shall constitute but one and the same instrument.

                  3.3 GOVERNING LAW. THIS FIRST AMENDMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF OHIO, WITHOUT GIVING
EFFECT TO PRINCIPLES OF CONFLICTS OF LAW.



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                  IN WITNESS WHEREOF, each of the parties hereto has caused this
First Amendment to be duly executed and delivered as of the date first above
written.


                                            SHILOH INDUSTRIES, INC.

                                            By: /s/ John F. Falcon
                                                --------------------
                                                Name:
                                                Title:


                                            SHILOH AUTOMOTIVE, INC.

                                            By: /s/ John F. Falcon
                                                --------------------
                                                Name:
                                                Title:


                                            MTD PRODUCTS INC

                                            By: /s/ Ronald C. Hauser
                                                --------------------
                                                Name:
                                                Title:


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