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                                                                   Exhibit 4.5.1


                                AMENDMENT NO. 2
                                       TO
                          LOAN AND SECURITY AGREEMENT

     AMENDMENT NO. 2, dated as of May 30, 1995, TO LOAN AND SECURITY AGREEMENT,
dated as of March 30, 1992, as amended by Amendment No. 1, dated on or about
February 26, 1993, between AEROVOX INCORPORATED, as borrower, and THE CIT
GROUP/EQUIPMENT FINANCING, INC., as lender ("Amendment No. 2") ("Agreement").

                                R E C I T A L S
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     CIT and Debtor entered into the Agreement, pursuant to which CIT agreed to
lend to Debtor and aggregate principal amount not to exceed $5,000,000.00;

     Pursuant to Amendment No. 1 CIT made Loans to Debtor in an additional
aggregate principal amount not to exceed $5,000,000.00, such additional Loans
being secured by the existing first priority security interest on the Equipment;
and

     Debtor has requested that CIT lend Debtor an additional aggregate principal
amount not to exceed $5,000,000.00, such additional Loan or Loans to be
similarly secured by the existing first priority security interest on the
Equipment and Cit is willing to do so upon the terms and conditions of this
Amendment No. 2.

     In consideration of the premises and mutual covenants hereinafter set
forth, Cit and Debtor agree as follows:

     1.  DEFINED TERMS.  Terms defined in the Agreement shall have the same
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meanings herein unless otherwise defined herein or unless the context clearly
requires otherwise.

     2.  AMENDMENTS TO THE AGREEMENT.  Notwithstanding anything to the contrary
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contained in the Agreement, the following definitions and financial terms and
conditions shall apply to the Loans made as the result of this Amendment No. 2
("A2 Loan"  or "A2 Loans") without effecting any similar terms applicable to any
Loans made under the original Agreement or any Amendment Loans made under
Agreement No. 1:

     (a)  DEFINITIONS.
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              (i)  "Interest Period" shall mean, with respect to any A2 Loan,
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          each successive thirty (30)-day period occurring from the date the A2
          Loan is made to the last Installment Payment Date. For each A2 Loan,
          the initial Interest Period shall begin on the date the A2 Loan is
          made and continue up to but not including the first Installment
          Payment Date, and each subsequent Interest Period shall begin on the
          Installment Payment Date following the last day of the preceding
          Interest Period and continue up to but not including the next
          Installment Payment Date. Notwithstanding the foregoing, and Interest
          Period which should otherwise end on
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          a day which is not a Business Day shall extend to the next succeeding
          Business Day and interest shall accrue during such extension. Any
          Interest Period which begins on a day for which there is no
          numerically corresponding day in the calendar month at the end of such
          Interest Period shall end on the last day of a calendar month.
          Interest shall be charged for each day of each Interest Period.

              (ii)  "LIBOR Rate" shall mean the rate of interest equal to the
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          one-month London Interbank Offered Rate as reported and published in
          The Wall Street Journal. The LIBOR Rate in effect during any Interest
          Period shall be the LIBOR Rate in effect at the close of business on
          the latest Rate Determination Date preceding the Installment Payment
          Date upon which such Interest Period commences.

              (iii)  "Note" shall mean each promissory note of Debtor evidencing
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          and A2 Loan, as described in this Amendment No. 2.

              (iv)  "Treasury Rate" shall mean the rate per annum equal to the
          yield to maturity (A) for the U.S. Treasury security having a
          remaining term to maturity closest to the average life of the A2 Loan
          for an A2 Fixed Rate Loan the term of which is five (5) years and (B)
          for the average life U.S. Treasury securities of the remaining term of
          an A2 Loan which is an A2 Floating Rate Loan being converted to an A2
          Fixed Rate Loan, in either case determined as at the close of business
          of the third Business Day prior to the making or conversion of such A2
          Loan, as reported on page 5 ("U.S. Treasury and Money Markets") of the
          information provided by Telerate Systems Incorporated.

              "A2 Voluntary Prepayment Premium" shall mean, on the date of the
          prepayment of the Notes for the A2 Fixed Rate Loans pursuant to the
          terms of the Agreement, the sum of the following products as
          determined with respect to each Note for an A2 Fixed Rate Loan: for
          each A2 Fixed Rate Loan, the product obtained by multiplying the then
          outstanding principal balance by a number equal to the product of 5%
          times a fraction, the numerator of which will be the number of
          Installment Payment Dates with respect to each such Note remaining
          after such date of prepayment (including the Installment Payment Date,
          if any, on which such prepayment is made if the payment due on such
          date shall not have been made, and, excluding the Installment Payment
          Date, if any, which such prepayment is made if the payment due on such
          date shall have been made) and the denominator of which shall be
          thirty (30).

     (b)  FINANCIAL TERMS AND CONDITIONS.
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              (i)  Term. Subject to the terms and conditions of this Agreement,
          CIT agrees to make a maximum of five (5) A2 Loans, from time to time,
          to Debtor in an aggregate principal amount not to exceed
          $5,000,000.00. Each A2 Loan shall be in a principal amount of at least
          $500,000.00. The obligation of CIT to make
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          A2 Loans hereunder shall terminate on August 31, 1996.

              (ii)  Interest Rate. Debtor shall give CIT at least three Business
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          Days' prior written notice of the date and amount of each proposed A2
          Loan. In such notice, Debtor shall elect (which election shall be
          irrevocable except as provided in Subsection (iii) below) one of the
          following interest rate options for such A2 Loan: (A) an interest rate
          which shall float throughout the term of the A2 Loan at LIBOR Rate
          plus 2.10%, or (B) an interest rate which shall fix for the entire
          term of the A2 Loan at the Treasury Rate plus 2.05% or (C) an interest
          rate which shall fix for the remaining term of the A2 Loan, converted
          as set forth in Subsection (iii) below, at the Treasury Rate plus
          2.2%. Each A2 Loan made under the foregoing option (A) shall be
          referred to herein as an "A2 Floating Rate Loan." Each A2 Loan made or
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          converted under foregoing options (B) and (C) shall be referred to
          herein as an "A2 Fixed Rate Loan."
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              (iii)  Conversion to Fixed Rate. With respect to any A2 Floating
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          Rate Loan, Debtor shall have the option to convert such A2 Loan to an
          A2 Fixed Rate Loan in accordance with the following conditions. (A)
          Debtor shall give CIT at least thirty (30) days prior written notice
          of its decision (which shall be irrevocable) to convert such A2 Loan;
          (B) such conversion shall become effective on the Installment Payment
          Date on or next following the expiration of such thirty (30)-day
          notice period; (C) such conversion shall be elected and completed on
          or prior to the second anniversary of the A2 Loan being converted; and
          (D) Debtor shall upon CIT's request execute a new promissory note
          evidencing the new A2 Fixed Rate Loan.

              (iv)  The Notes. Each A2 Loan shall be evidenced by a promissory
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          note of Debtor substantially in the form of Exhibit A2-1 hereto with
          respect to an A2 Floating Rate Loan and in the form of Exhibit A2-2
          hereto with respect to an A2 Fixed Rate Loan, with appropriate
          insertions therein as to amounts and dates. Each Note shall (i) be
          dated the date on which the A2 Loan evidenced thereby is made; (ii) be
          for the term specified in such Note; (iii) be stated to mature in
          sixty (60) consecutive monthly installments, which installments will
          be payable in arrears on the dates and in the amounts set forth in
          such Note; and (iv) bear interest from the date thereof on the unpaid
          principal amount thereof at the rate per annum set forth in the Note
          until such amount shall become due and payable (whether at the stated
          maturity thereof, by acceleration or otherwise). Any amount not paid
          when due under the Notes shall bear late charges thereon, calculated
          at the Late Charge Rate, from the due date thereof until such amount
          shall be paid in full. The Installment Payment Dates for each A2 Loan
          shall coincide with the Installment Payment Dates for the initial A2
          Loan. With respect to all A2 Loans after the initial A2 Loan, the
          first Installment Payment Date for each Loan shall be (1) the first
          succeeding Installment Payment Date of the initial A2 Loan if there
          are more than 15 days between the date of the Note for such A2 Loan
          and such first succeeding Installment Payment Date; and (2) the second
          succeeding Installment
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          Payment Date of the initial A2 Loan if there are 15 or fewer days
          between the date of the Note for such A2 Loan and the first succeeding
          Installment Payment Date of the initial A2 Loan.

              (v)  Voluntary Prepayment. Debtor may, on at least 30 but no more
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          than 60 Business Days prior written notice to CIT (which notice shall
          be irrevocable) prepay the Notes evidencing A2 Loans as follows:

                      (A)  With respect to the Notes for the A2 Floating Rate
              Loans, Debtor may, on an Installment Payment Date, prepay all, but
              not less than all, of such Notes after the twenty-fourth (24th)
              Installment Payment Date of the last Note for an A2 Floating Rate
              Loan, by adding (1) the unpaid principal amount of such Notes,
              plus (2) interest accrued on such Notes to the date of such
              prepayment, plus (3) any and all costs due and unpaid hereunder
              with respect to such Notes to the date of such prepayment; and

                      (B)  With respect to the Notes for A2 Fixed Rate Loans,
              Debtor may prepay all, but not less than all, of such Notes on or
              after the thirtieth (30th) Installment Payment Date of the last
              Note for an A2 Fixed Rate Loan, by adding (1) the unpaid principal
              amount of such Notes to the date of such prepayment, plus (3) any
              and all costs due and unpaid hereunder with respect to such Notes
              to the date of such prepayment, plus (4) an amount equal to the A2
              Voluntary Prepayment Premium.

     (c)  SPECIAL CONDITIONS OF BORROWING.  CIT shall not be required to make an
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A2 Loans unless on the Closing Date of the initial A2 Loan:

              (i)  CIT or its agent shall have completed an updated appraisal of
          the Equipment, such updated appraisal to demonstrate, for purposes of
          CIT's making the last $1,500,000.00 in principal amount of A2 Loans,
          that the orderly liquidation value of the Equipment is not less than
          the outstanding principal balance under all the Notes.

              (ii)  CIT shall have received from Ropes & Gray, counsel to the
          Debtor, an updated opinion as to certain corporate matters relating
          to Debtor and an updated opinion referred to in Subsection 3.2 ( ) of
          the Agreement, and CIT shall have found each opinion satisfactory to
          it.

     (d)  Commitment Fee.  CIT acknowledges that Debtor has paid to it a fee in
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the amount of $25,000.00 with respect to Amendment No. 2 and the A2 Loans.
Debtor acknowledges that this fee is in all events non-refundable.

     3.  RATIFICATION AND REAFFIRMATION.  Debtor and Cit ratify and reaffirm the
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terms of the Agreement, as amended hereby.  Debtor and CIT further agree that
the terms and conditions of the Agreement not specifically amended hereby apply
to all Loans made pursuant to 
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the Agreement, whether denominated "Loans", "Amendment Loans" or "A2 Loans."

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to
be duly executed and delivered by their duly elected and authorized officers as
of the day and year first written above.

THE CIT GROUP/EQUIPMENT                     AEROVOX INCORPORATED
     FINANCING, INC.


By:    Rich Doherty                         By:     Ronald F. Murphy
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Title: Sr. Vice President                   Title: Sr. Vice President/Treasurer
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