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                                                                     EXHIBIT 10b

                          THIRD AGREEMENT OF AMENDMENT

     This THIRD Agreement of Amendment ("Amendment") is executed at Cleveland,
Ohio as of October 25, 1996 by and among THE STANDARD PRODUCTS COMPANY (the
"Borrower") and NATIONAL CITY BANK ("National City"), as agent (the "Agent")
for itself, KEYBANK NATIONAL ASSOCIATION (formerly known as SOCIETY NATIONAL
BANK ("KeyBank")), COMERICA BANK ("Comerica"), and NBD BANK (formerly known as
NBD BANK, N.A.) ("NBD") (hereafter collectively referred to as "Banks").

     WHEREAS, Borrower, Banks and Agent entered into a credit agreement dated
as of January 19, 1993 as amended by an Agreement of Amendment dated April 30,
1994 and by an Agreement of Amendment dated August 25, 1995 (the "Agreement")
wherein Banks agreed to make revolving loans to Borrower, under certain terms
and conditions, aggregating not more than the principal amount of One Hundred
Seventy-five Million Dollars ($175,000,000), which amount was reduced on June
30, 1993 to One Hundred Twenty-five Million Dollars ($125,000,000) and which
may be reduced from time to time under the Agreement; and

     WHEREAS, Borrower, Banks and Agent want to make certain changes in and to
the Agreement;

     NOW, THEREFORE, Borrower Banks and Agent agree as follows:

      1.     Section 1.01 (captioned "Certain Defined Terms") is hereby amended
      such that the definitions of "Revolving Credit Termination Date" and
      "Reduction Standard" shall now read as follows:

             "Revolving Credit Termination Date" means January 18, 1999, as the
             same may be extended pursuant to Section 2.02(k), or the earlier
             date of the termination in whole of the aggregate amount of the
             Revolving Credit Commitments pursuant to Section 2.04 or 6.02.

             "Reduction Standard" means any one of the standards identified as
             Reduction Standard I, II, III or IV in Schedule 2.06(b) hereto.

      2.     Section 2.05(a) captioned "Revolving Credit Commitment Fee" is
      hereby amended in its entirety to read as follows:

             (a) Revolving Credit Commitment Fee.  The Borrower agrees to pay
             to the Agent for the account of each Bank a commitment fee on the
             average daily unused portion of such Bank's Revolving Credit
             Commitment from the date of execution of this Agreement until the
             Revolving Credit Termination Date at the rate per annum as shown
             in the following schedule


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<TABLE>
<CAPTION>

                        IF the                       THEN the
                      Leverage is                Commitment fee is
                      -----------                -----------------
          
      <S>                                          <C>
      Greater than or equal to 45%                 1/4%

      Greater than or equal to 40% but less        1/4%
              than 45%

      Greater than or equal to 35% but less        3/16%
              than 40%

      Less than 35%                                3/16%
</TABLE>


      The commitment fee shall be payable on the first day of each January,
      April, July and October during the term of such Bank's Revolving Credit
      Commitment, commencing January 1, 1997, and on the Revolving Credit
      Termination Date.

      3. Schedule 2.06(b) is hereby amended in its entirety to read as follows:

                              SCHEDULE 2.06(b)


<TABLE>
<CAPTION>
                                                    AND the EBIT Ratio is            AND the EBIT Ratio    
     Reduction               IF the             Greater than or equal to 3.0        is less than 3.0 to 1.0
     Standard              Leverage                   to 1.0 THEN the                      THEN  the       
     Applicable               is                  Eurocurrency Margin is             Eurocurrency Margin is
     ----------           ---------             ----------------------------        -----------------------
         <S>                <C>                            <C>                               <C>
           I                Greater                        .75%                              .875%
                            than or equal to
                            45%

          II                Greater                        .625%                             .75%
                            than or equal to
                            40% but less
                            than 45%

         III                Greater                        .50%                              .625%
                            than or equal to
                            35% but less
                            than 40%

          IV                Less than to 35%               .375%                             .50%

</TABLE>

      4.     Subsection 5.05 (d) (captioned "Current Ratio") is hereby amended
      in its entirety to read as follows:

             "5.05(d) Current Ratio.  The Borrower will not suffer or permit
             the Current Assets of the Borrower and its Subsidiaries at any
             time to fall below an amount equal to one hundred percent (100%)
             of the Current Liabilities of the Borrower and its Subsidiaries,
             all as determined on a consolidated basis."

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      5.    In all other respects the credit agreement shall remain in full
      effect.

      6.    Upon the execution and delivery of this Amendment, the Borrower will
      not be in default under the Agreement as so amended.

      IN WITNESS WHEREOF, Borrower, Banks and Agent have executed this Third
Agreement of Amendment at the time and place first above mentioned.


NATIONAL CITY BANK, AS AGENT            THE STANDARD PRODUCTS COMPANY
                                                                     
By:  /s/ Timothy J. Lathe               By: /s/ Charles F. Nagy
----------------------------            -----------------------------
                                                                     
Title:  SVP                             Title:  Treasurer                     
----------------------------            -----------------------------
                                                                     
NATIONAL CITY BANK                      NBD BANK                     
                                                                     
By:  /s/ Timothy J. Lathe               By: /s/ Teresa A. Kalil
----------------------------            -----------------------------
                                                                     
Title:  SVP                             Title: Vice President
----------------------------            -----------------------------
                                                                     
COMERICA BANK                           KEYBANK NATIONAL ASSOCIATION 
                                                                     
By: /s/ Michael T. Shea                 By: /s/ Thomas A. Crandall
----------------------------            -----------------------------
                                                                     
Title: Vice President                   Title: AVP
----------------------------            -----------------------------


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