EXHIBIT 10.16(3)

               THIRD AMENDMENT TO AMENDED AND RESTATED CONSIGNMENT
                                    AGREEMENT
                                DATED MAY 27,1997

      This Third Amendment to Amended and Restated Agreement (hereinafter, the
"Amendment") is made as of this 1ST day of October 1997 by and between DODUCO,
GmbH, a German corporation with its principal office in Pforzheim, Germany,
DODUCO ESPANA, SA, a Spanish corporation with its principal office in Madrid,
Spain (hereinafter, individually and collectively, the "Consignee"), TECHNITROL,
INC., a Pennsylvania corporation with its principal office in Trevose,
Pennsylvania and RHODE ISLAND HOSPITAL TRUST NATIONAL BANK, a national banking
association (hereinafter, the "Consignor"), in consideration of the mutual
covenants contained herein and the benefits to be derived herefrom. Unless
otherwise specified herein, all capitalized terms shall have the same meaning as
set forth in the Agreement (as defined hereinbelow)

                              W I T N E S S E T H:

      WHEREAS, the Consignee and Technitrol executed and delivered to the
Consignor a certain Amended and Restated Consignment Agreement dated September
10, 1997 ( hereinafter, the "Agreement") pursuant to which, among other things,
the Consignor established in favor of the Consignee a consignment arrangement
with a current Consignment Limit of $20,000,000.00; and

      WHEREAS, the Consignee has requested that the Consignor increase the
Consignment Limit to $25,000,000.00 and further requested that the Consignor
continue to consign Precious Metals in accordance with the terms of the
Agreement; and

      WHEREAS, the Consignor has indicated its willingness to do so, BUT ONLY on
the terms and conditions contained in this Amendment; and

      WHEREAS, the Consignee has determined that this Amendment is in the
Consignee's best interest.

      NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

      1. The Consignee and Technitrol acknowledge and agree that the Consignee
and Technitrol have no offsets, defenses, claims or counterclaims against the
Consignor with respect to the Agreement or any other document, instrument or
agreement executed and delivered by the Consignee or Technitrol to the Consignor
in connection therewith and, to the extent that the Consignee Or Technitrol have
any such offsets, defenses, claims or counterclaims, the Consignee and
Technitrol hereby affirmatively WAIVE, any such offsets, defenses, claims or
counterclaims and specifically RELEASE the Consignor from any liability on
account thereof.

      2. The Agreement is hereby amended to increase the Consignment Limit from
$20,000,000.00 to $25,000,000.00.

      3. Technitrol, hereby acknowledges and agrees that the Unlimited Guaranty
dated as of December 16, 1996 guarantying the Obligations (as defined herein) of
the Consignee to the Consignor is hereby ratified and confirmed in all respects
and shall remain in full force and effect as

<PAGE>

originally written guarantying the prompt, punctual and faithful payment and
performance of all obligations and liabilities of the Consignee to the Consignor
including, without limitation, those obligations and liabilities of the
Consignee to the Consignor under the Agreement, as amended hereby.

      4. This Amendment and all other documents, instruments or agreements
executed in connection herewith incorporate all discussions and negotiations
between the Consignee, Technitrol, and the Consignor, either expressed or
implied, concerning the matters included herein, any statute, custom, or usage
to the contrary notwithstanding. No such discussions or negotiations shall
limit, modify or otherwise affect the provisions hereof. No modification,
amendment, or waiver of any provision of this Amendment or the Agreement or any
provision under any other agreement, document or instrument between the
Consignee, Technitrol and the Consignor shall be effective unless executed in
writing by the party to be charged with such modification, amendment or waiver,
and if such party be the Consignor, then by a duly authorized officer thereof.

      5. Except as specifically modified herein, the Agreement shall remain in
full force and effect as originally written and the Consignee and Technitrol
hereby ratify and confirm all terms and conditions contained therein and further
ratify and reaffirm all representations and warranties made therein as of the
date hereof. .

      6. This Amendment shall be construed in accordance with and governed by
the laws of the State of Rhode Island and shall take effect as a sealed
instrument.

      IN WITNESS WHEREOF, the parties have hereunto set their hands and seals as
of the date first written above.

                                      DODUCO, GmbH


                                      By:   /s/ Albert Thorp, III
                                         -----------------------------

                                      Name:    Albert Thorp, III
                                           ---------------------------

                                      Title:    Director
                                            --------------------------


                                      DODUCO ESPANA, SA


                                      By:   /s/ Albert Thorp, III
                                         -----------------------------

                                      Name:    Albert Thorp, III
                                           ---------------------------

                                      Title:    Director
                                            --------------------------


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<PAGE>

                                      TECHNITROL, INC.


                                      By:    /s/ Albert Thorp, III
                                         ----------------------------------

                                      Name:   Albert Thorp, III
                                           --------------------------------

                                      Title:     V.P. - Finance and CFO
                                            -------------------------------


RHODE ISLAND HOSPITAL TRUST
NATIONAL BANK


By:    /s/ Kathryn L. Fraser
   -----------------------------------

Name:   Kathryn L. Fraser
     ---------------------------------

Title:    Vice President
      --------------------------------


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