EXHIBIT 10.1

                           AMENDMENT NO. 1 AND WAIVER


      This Amendment No. 1 and Waiver dated as of May 12, 2000 ("Agreement") is
among The York Group, Inc., a Delaware corporation ("Borrower"), the lenders
party to the Credit Agreement described below ("Lenders"), and ABN AMRO Bank
N.V., a Netherlands chartered bank, in its capacity as administrative agent for
the Lenders (in such capacity, the "Administrative Agent").

                                  INTRODUCTION

      A. The Borrower, the Administrative Agent and the Lenders are parties to
the Amended and Restated Credit Agreement dated as of August 12, 1999, as
modified by the Forbearance Agreement and Consent dated as of May 10, 2000 (as
so modified, the "Credit Agreement").

      B. The Borrower, the Administrative Agent and the Lenders wish to, subject
to the terms and conditions of this Agreement, (1) consent and agree to certain
changes to the Credit Agreement, (2) acknowledge the existence of certain
Defaults and Events of Default (each as defined in the Credit Agreement), and
(3) provide for a waiver of such existing Defaults and Events of Default.

      THEREFORE, the Borrower, the Administrative Agent and the Lenders hereby
agree as follows:

      Section 1. DEFINITIONS; REFERENCES. Unless otherwise defined in this
Agreement, each term used in this Agreement which is defined in the Credit
Agreement has the meaning assigned to such term in the Credit Agreement.

      Section 2. WAIVER; AMENDMENTS.

      (a)   WAIVER.

            (i) The Borrower hereby acknowledges the existence of the following
Defaults and Events of Default (collectively, the "Existing Defaults"): (A) the
failure of the Borrower to timely deliver the documents that were required to be
delivered to the Administrative Agent and the Lenders in accordance with Section
6.29 and 6.30 of the Credit Agreement, (B) the failure of the Borrower to timely
deliver consolidating balance sheets of the Borrower and its Subsidiaries for
the period ended December 31, 1999 pursuant to the requirements of Section
6.7(a)(ii), and (C) the failure of the Borrower to comply with the requirements
of Sections 6.26 and 6.27 of the Credit Agreement for the period ended March 31,
2000.

            (ii) The Lenders hereby agree, subject to the terms of this
Agreement, to waive the Existing Defaults. The waiver by the Lenders described
in the preceding sentence is contingent upon the satisfaction of the conditions
precedent set forth below and is limited to the Existing Defaults. This waiver
is limited to the extent described herein and shall not be construed to be a

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consent to or a permanent waiver of the Sections covered by the Existing
Defaults or any other terms, provisions, covenants, warranties or agreements
contained in the Credit Agreement or in any of the other Credit Documents. The
Lenders reserve the right to exercise any rights and remedies available to them
in connection with any other present or future defaults with respect to the
Credit Agreement or any other provision of any Credit Document.

      (b)   AMENDMENTS.  The Credit Agreement shall be amended as follows:

            (i) DEFINITIONS. The definitions of "Applicable Margin" and
"Consolidated Current Liabilities" set forth in Section 1 of the Credit
Agreement are deleted and replaced in their entirety with the following new
definitions of "Applicable Margin" of "Consolidated Current Liabilities":

            "APPLICABLE MARGIN" means (a) with respect to any Eurodollar Loan or
      the calculation of any fee owing in respect of Letters of Credit, 2.25%,
      and (b) with respect to any Base Rate Loan, 1.25%; PROVIDED that, the
      percentages set forth in the preceding clauses (a) and (b) shall each be
      increased by an amount equal to 1.00% on September 1, 2000.

            "CONSOLIDATED CURRENT LIABILITIES" means, as of any date of
      determination, the total amount of the current liabilities of the Borrower
      and its Subsidiaries existing as of such date determined on a consolidated
      basis in accordance with GAAP; PROVIDED that, with respect to determining
      "Consolidated Current Liabilities" as of June 30, 2000 and September 30,
      2000, the current portion of any long-term Debt of the Borrower and its
      Subsidiaries existing as of such dates shall be deducted to the extent
      such current portion is included in such current liabilities.

            (ii) FEES. Clause (a) of Section 3.1 of the Credit Agreement is
deleted in its entirety and replaced with the following new clause (a):

      (a) The Borrower agrees to pay to the Administrative Agent for the account
      of each Lender a facility fee on the average daily amount of such Lenders'
      respective Revolving Credit Commitments from the effective date of the
      Amendment No. 1 and Waiver of this Agreement until the Revolving Credit
      Commitment Termination Date, at a rate equal to .50% per annum (computed
      on a basis of a 360-day year and for the actual days elapsed). Such fee
      shall be payable monthly in arrears commencing on May 31, 2000, and on the
      last day of each calendar month thereafter and on the Maturity Date
      applicable to the Revolving Loans, unless the Revolving Credit Commitments
      are terminated in whole on an earlier date, in which event the facility
      fee for the period to but not including the date of termination shall be
      paid in whole on the date of such termination.

            (iii) DIVIDENDS, ETC. Clause (a) of Section 6.11 of the Credit
Agreement is hereby deleted and replaced in its entirety with the following new
clause (a):

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            (a) The Borrower shall not redeem, purchase or otherwise acquire any
      shares of its capital stock or declare or pay any dividends on its capital
      stock (other than dividends paid in kind) or make any distribution or
      payment to shareholders, or set aside funds for any such purpose.

            (iv)  FINANCIAL  COVENANTS.  Sections 6.26 and 6.27 are deleted in
their entirety and replaced with the following new Sections 6.26 and 6.27:

            Section 6.26. MINIMUM FIXED CHARGE COVERAGE RATIO. The Borrower will
      maintain a Fixed Charge Coverage Ratio as of the end of each calendar
      month for the twelve month period then ended of at least (i) for all
      calendar months ending on or before September 30, 2000, 2.00 to 1.00, and
      (ii) for all calendar months ending thereafter, 2.50 to 1.00.

            Section 6.27. MINIMUM EBITDA. The Borrower will maintain its EBITDA
      as of the end of each fiscal quarter for the fiscal quarter then ended of
      at least (i) for the calendar quarter ending June 30, 2000, $6,850,000,
      (ii) for the calendar quarter ending September 30, 2000, $6,625,000, (iii)
      for the calendar quarter ending December 31, 2000, $8,575,000, (iv) for
      the calendar quarter ending March 31, 2001, $9,000,000, and (v) for the
      calendar quarter ending June 30, 2001, $7,375,000.

      Section 3. REPRESENTATIONS AND WARRANTIES. The Borrower represents and
warrants to the Administrative Agent and the Lenders that:

      (a) After giving effect to this Agreement, all of the representations and
warranties of the Borrower and its Subsidiaries set forth in the Credit
Agreement and in the other Credit Documents are true and correct in all material
respects as of the date of this Agreement, except as a result of the
transactions expressly permitted under such Credit Agreement and Credit
Documents and except to the extent that any such representation or warranty
relates solely to an earlier date, in which case it shall have been true and
correct in all material respects as of such earlier date;

      (b) (i) The execution, delivery and performance of this Agreement are
within the corporate power and authority of the Borrower and have been duly
authorized by appropriate proceedings and (ii) this Agreement constitutes a
legal, valid and binding obligation of the Borrower enforceable in accordance
with its terms, except as limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the rights of creditors
generally and general principles of equity; and

      (c) Other than the Existing Defaults that have been waived pursuant to
this Agreement, no Default or Event of Default has occurred and is continuing.

      Section 4.  COVENANTS OF THE BORROWER AND ITS SUBSIDIARIES.

      (a) The Borrower hereby agrees to deliver to the Administrative Agent and
the Lenders (i) no later than June 15, 2000 all of the documents, instruments,
opinions and other agreements

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required by Section 6.30 of the Credit Agreement, and (ii) no later than May 31,
2000, a mortgage on the property owned by Cercueil Lauziere Inc. in form and
substance satisfactory to the Administrative Agent.

      (b) The Borrower shall deliver to the Administrative Agent and the Lenders
on or before May 31, 2000, and on the last day of each calendar month occurring
thereafter, a written summary of the Borrower's discussions with, and options
provided by (if any), third parties occurring through such date with respect to
both (i) the refinancing of the Obligations and (ii) other recapitalization
alternatives for the Borrower.

      (c) The Borrower shall, subject to the terms of this clause (c), pay a
waiver and amendment fee to the Administrative Agent, for the account of each
Lender executing this Agreement on or before May 15, 2000, in an aggregate
amount equal to for each such Lender, .50% of the sum of (i) the Revolving
Credit Commitment of such Lender PLUS (ii) the aggregate outstanding principal
amount of the Term Loans made by such Lender existing on the date of this
Agreement. The waiver and amendment fee shall be due and payable in two
installments as follows: (i) 25% of such fee (i.e. the first .125% of such .50%)
shall be due and payable on the date of this Agreement, and (ii) the remaining
75% of such fee (i.e. the remaining .375% of such .50%) shall be due and payable
on August 31, 2000; PROVIDED that, if the Obligations are repaid in full on or
before the August 31, 2000 and all remaining Commitments of the Lenders have
been terminated, then in such event the second installment of such waiver and
amendment fee shall be forgiven and no such payment shall be due and owing.

Notwithstanding the .50% fee in clause (c) above, if the percentage determined
by dividing (1) the amendment fee paid to the Noteholders in respect of the
amendment to the Senior Note Purchase Agreement referred to in Section 6 below
by (2) the aggregate principal amount of the Senior Secured Notes on the date of
this Agreement ("Noteholder Fee Percentage") is higher than .50%, then the .50%
fee percentage referred to above shall instead be equal to the Noteholder Fee
Percentage, and the amount of the waiver and amendment fee shall be increased
accordingly. If any such adjustment is required, the additional amounts owing
under such fee shall be added to the amount already owing in respect of the
second installment to be paid on August 31, 2000.

      Section 5. REAFFIRMATION OF GUARANTORS. Each of the Guarantors hereby
acknowledges and agrees to the terms of this Agreement and agrees that its
respective guaranty obligations are hereby reaffirmed and acknowledged, as such
guaranty obligations have been amended hereby.

      Section 6. EFFECTIVENESS. This Agreement shall become effective, and the
amendments, consents and waiver provisions provided for herein shall be
effective as of the date of this Agreement (except that the changes made to the
definition of "Applicable Margin" shall be effective as of April 1, 2000), upon
the satisfaction of the following conditions precedent:

      (a) The Borrower, the Administrative Agent and the Majority Lenders shall
have delivered duly and validly executed originals (unless otherwise indicated)
of the following documents to the Administrative Agent;

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            (i) this Agreement;

            (ii) an amendment to the Senior Note Purchase Agreement (which
amendment shall have become effective) (A) waiving the Existing Defaults and any
other defaults or events of default that may have occurred under the Senior Note
Purchase Agreement on or before the date of this Agreement, (B) incorporating
covenant adjustments to Sections 6.8, 7.2 and 7.15 (or, if applicable, modifying
the definitions of the terms used in such Sections) corresponding to the ones
contained herein and, in any event, resulting in such Sections and all other
covenants set forth in the Senior Note Purchase Agreement being no more onerous
than the covenants set forth in the Credit Agreement, and otherwise in form and
substance satisfactory to the Administrative Agent and the Majority Lenders;

            (iii) copies, certified as of the date of this Agreement by a
Responsible Officer of each of the Borrower and its Subsidiaries of (A) the
resolutions of the Board of Directors of each such Person approving this
Agreement, (B) the articles or certificate (as applicable) of incorporation and
bylaws of each such Person, and (C) all other documents evidencing other
necessary corporate action and governmental approvals, if any, with respect to
this Agreement and the other Credit Documents;

            (iv) certificates of a Responsible Officer of each of the Borrower
and its Subsidiaries certifying the names and true signatures of officers of
each such Person authorized to sign this Agreement and the other Credit
Documents to which each such Person is a party;

            (v) a favorable opinion of Locke, Liddell & Sapp LLP, counsel to the
Borrower and its Subsidiaries in form and substance satisfactory to the
Administrative Agent and the Majority Lenders; and

            (vi) such other documents, governmental certificates and agreements
as the Administrative Agent and the Majority Lenders may reasonably request.

      (b)   The  representations  and  warranties in this  Agreement  shall be
true and correct in all material respects; and

      (c)   On the date of this Agreement, the Borrower shall have paid:

            (i) the first installment of the waiver and amendment fee owing
pursuant to Section 4(c) above; and

            (ii) all costs and expenses which have been invoiced and are payable
pursuant to Section 10.13 of the Credit Agreement.


      SECTION 7. EFFECT ON CREDIT DOCUMENTS; ACKNOWLEDGMENTS AND AGREEMENTS.

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      (a) Except as amended herein, the Credit Agreement and the Credit
Documents remain in full force and effect as originally executed. Except as
expressly set forth herein, nothing herein shall act as a waiver of any of the
Administrative Agent's or Lenders' rights under the Credit Documents.

      (b) This Agreement is a Credit Document for the purposes of the provisions
of the other Credit Documents. Without limiting the foregoing, any breach of
representations, warranties, and covenants under this Agreement may be a Default
or Event of Default under other Credit Documents.

      (c) The Borrower acknowledges that on the date hereof all Obligations are
payable without defense, offset, counterclaim or recoupment.

      (d) The Administrative Agent and the Lenders hereby expressly reserve all
of their rights, remedies, and claims under the Credit Documents. Except as
expressly provided in this Agreement, nothing in this Agreement shall constitute
a waiver or relinquishment (i) of any Default or Event of Default under any of
the Credit Documents, (ii) of any of the agreements, terms or conditions
contained in the Credit Documents, (iii) of any rights or remedies of the
Administrative Agent and Lenders with respect to the Credit Documents, or (iv)
of the rights of the Administrative Agent and the Lenders to collect the full
amounts owing to them under the Credit Documents.

      Section 8. CHOICE OF LAW. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of Texas.

      Section 9. COUNTERPARTS. This Agreement may be signed in any number of
counterparts, each of which shall be an original.

      THIS WRITTEN AGREEMENT AND THE CREDIT DOCUMENTS, AS DEFINED IN THE CREDIT
AGREEMENT, REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES.

      THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

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      EXECUTED as of the 12th day of May, 2000.


                                    BORROWER AND GUARANTORS:

                                    THE YORK GROUP, INC.


                                    By: _______________________
                                    Name: _____________________
                                    Title: ____________________


                                    CERCUEIL LAUZIERE INC.
                                    COLONIAL GUILD, LTD.
                                    SHEIDOW BRONZE CORPORATION
                                    THE WILLIAMSBURG COMPANIES, INC.
                                    OREGON BRASS WORKS
                                    GORHAM BRONZE, LTD.
                                    COLONIAL GUILD TRADE COMPANY, INC.
                                    DIXIE VAULT TRADE COMPANY, INC.
                                    DOODY TRADE COMPANY, INC.
                                    ELDER DAVIS, INC.
                                    ELDER DAVIS TRADE COMPANY, INC.
                                    OMC INDUSTRIES, INC.
                                    OREGON CASKET COMPANY, INC.
                                    PUGET SOUND CASKET CO.
                                    STAR MANUFACTURING CORPORATION
                                    THE DOODY GROUP, INC.
                                    T.Y.G. COMPANY, INC.
                                    T.Y.G. TRADE COMPANY, INC.
                                    T.Y.G. TRADE II COMPANY, INC.
                                    WEST POINT CASKET COMPANY
                                    DIXIE VAULT COMPANY, INC.
                                    WEST POINT TRADE COMPANY, INC.
                                    YORK AGENCY, INC.
                                    YORK ACQUISITION CORP.
                                    YORKTOWNE ACQUISITION CORP.
                                    (For purposes of Section 5 only)


                                    By: _______________________
                                    Name: _____________________
                                    Title: ____________________

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                                    ADMINISTRATIVE AGENT AND LENDERS:

                                    ABN AMRO BANK N.V., as Administrative Agent


                                    By: _______________________
                                    Name: _____________________
                                    Title: ____________________


                                    By: _______________________
                                    Name: _____________________
                                    Title: ____________________



                                    ABN AMRO BANK N.V.


                                    By: _______________________
                                    Name: _____________________
                                    Title: ____________________


                                    By: _______________________
                                    Name: _____________________
                                    Title: ____________________

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                                    NATIONSBANK, N.A., dba BANK OF AMERICA,
                                    NATIONAL ASSOCIATION, successor by merger
                                    to Bank of America, Texas, N.A.

                                    By: _______________________
                                    Name: _____________________
                                    Title: ____________________

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                                    CHASE BANK TEXAS, N.A.


                                    By: _______________________
                                    Name: _____________________
                                    Title: ____________________

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                                    FIRST UNION NATIONAL BANK


                                    By: _______________________
                                    Name: _____________________
                                    Title: ____________________

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                                    WELLS FARGO BANK (TEXAS),
                                     NATIONAL ASSOCIATION


                                    By: _______________________
                                    Name: _____________________
                                    Title: ____________________