EXECUTION COPY
                      AMENDMENT AGREEMENT

       THIS   AMENDMENT  AGREEMENT  (this  "Agreement"  or   this
"Amendment"), dated as of June 28, 1996, is entered into  by  and
among  DRAVO  CORPORATION, a Pennsylvania corporation  ("Dravo"),
DRAVO  LIME COMPANY, a Delaware corporation ("Lime"), DRAVO BASIC
MATERIALS   COMPANY,  INC.,  an  Alabama  corporation   ("Basic",
together with Lime referred to herein as the "Companies"),  FIRST
ALABAMA  BANK,  a  subsidiary  of Regions  Financial  Corporation
("FAB"),  PNC  BANK,  NATIONAL  ASSOCIATION  (formerly  known  as
Pittsburgh  National  Bank) ("PNC"),  BANK  OF  AMERICA  ILLINOIS
(formerly  known as Continental Bank and Continental  Bank  N.A.)
("BAI"),  THE  PRUDENTIAL INSURANCE COMPANY  OF  AMERICA  (acting
through Prudential Capital Group, "Prudential"; FAB, PNC, BAI and
Prudential herein collectively referred to as "Lenders", and each
a "Lender"), and FAB, as agent for the Lenders (in such capacity,
together  with its successors and assigns, the "Agent") and  BAI,
as  documentation  agent  for  the  Lenders  (in  such  capacity,
together  with  its  successors and assigns,  the  "Documentation
Agent").


                     PRELIMINARY STATEMENTS


      (1)  The Companies, Dravo and the Lenders have entered into
an  Override Agreement, dated as of January 21, 1992, as  amended
by  the  First Amendment to Override Agreement, dated  March  10,
1993,  the  Second Amendment to Override Agreement, dated  as  of
March  7,  1994, the Amendment Agreement, dated as of  August  1,
1994,  the Amendment Agreement, dated as of January 3, 1995,  the
Amendment  Agreement,  dated as of  December  31,  1995  and  the
Amendment  and  Restatement of Articles  IV,  V  and  VI  of  the
Override  Agreement and Amendment and Restatement of  Appendix  A
Definitions  dated  as of February 15, 1996 (as  so  amended  and
restated, the "Override Agreement").  In addition, the Companies,
the  Agent, the Documentation Agent and the Lenders have  entered
into an Amended and Restated Revolving Credit Agreement, dated as
of January 21, 1992, as amended by the First Amendment to Amended
and  Restated Revolving Credit Agreement, dated as  of  March  7,
1994, by the Amendment Agreement dated as of August 1, 1994,  the
Amendment  Agreement  dated  as  of  January  3,  1995,  and  the
Amendment Agreement dated as of December 31, 1995 (as so amended,
the  "Revolving Credit Agreement").  Capitalized terms  used  but
not defined herein shall have the meanings assigned to such terms
in the Override Agreement.

     (2)  The parties hereto desire to amend the Revolving Credit
Agreement  and  certain other Operative Documents to  extend  the
Maturity Date of the Revolving Line of Credit from July 31,  1997
to  July  31, 1998, and to extend the availability of the Letters
of Credit until July 31, 1998, among other things.

      NOW,  THEREFORE,  in  consideration of  the  premises,  the
parties hereto agree as follows:

                           4(xviii) -1

                           ARTICLE I

                       SIXTH AMENDMENT TO
                   REVOLVING CREDIT AGREEMENT

      SECTION  1.01.   Amendments to Revolving Credit  Agreement.
The Revolving Credit Agreement shall be, effective as of the date
hereof   and  subject  to  the  satisfaction  of  the  conditions
precedent set forth in Section 2.01 hereof, amended as follows:

      (a)   The  first sentence of Section 1.1(a) is  amended  by
deleting  the date "July 31, 1997" and substituting therefor  the
date "July 31, 1998."

      (b)   The  fourth sentence of Section 1.1(a) is amended  by
deleting  the date "July 31, 1997" and substituting therefor  the
date "July 31, 1998."

      (c)   Section 1.1(a) is further amended by the addition  at
the end thereof of the following:

     "Notwithstanding  anything in  this  Agreement  to  the
     contrary,  the  maximum  available  Revolving  Line  of
     Credit,  together  with  the  Stated  Amount   of   all
     outstanding  Letters of Credit shall, as of  August  1,
     1997,  and  thereafter,  be  reduced  from  SIXTY  FIVE
     MILLION DOLLARS ($65,000,000.00) to FORTY-EIGHT MILLION
     DOLLARS  ($48,000,000.00), and, as of August  1,  1997,
     the  maximum limitation for each Lender shown  opposite
     the  name of each Lender on Schedule I shall be reduced
     on  a proportionate basis to the foregoing reduction in
     the   maximum  available  Revolving  Line  of   Credit,
     together  with  the  Stated Amount of  all  outstanding
     Letters of Credit."

      (d)  The first sentence of Section 1.1(b)(i) is amended  by
deleting "the Maturity Date" and substituting therefor "July  31,
1997."

     (e)  The first sentence of Section 1.1(b)(iii) is amended by
deleting "the Maturity Date" and substituting therefor "July  31,
1997."

      (f)   Section 1.1(c) is amended by the addition at the  end
thereof of the following:

     "On July 31, 1997, the Revolving Notes shall be amended
     by Borrowers and each respective Lender to indicate the
     extension  of the Maturity Date to July 31,  1998,  and
     the  reduction of the maximum available Revolving  Line
     of  Credit,  together  with the Stated  Amount  of  all
     outstanding  Letters of Credit, from $65,000,000.00  to
     $48,000,000.00."

      (g)   The  fourth  sentence of Section 1.3  is  amended  by
deleting  the date "July 31, 1997" and substituting therefor  the
date "July 31, 1998."

                           4(xviii) -2
                                
     (h)  Section 1.6 is amended by the addition of the following
parenthetical immediately after the number "$65,000,000.00",  to-
wit:

     "($48,000,000.00 after July 31, 1997)"


                           ARTICLE II

                      CONDITIONS PRECEDENT

      SECTION 2.01.  Conditions of Effectiveness.  This Amendment
shall  become effective when, and only when, (a) the Agent  shall
have received counterparts of this Amendment executed by each  of
the parties hereto, (b) all accrued but unpaid interest, fees and
expenses  under the terms of the Revolving Credit  Agreement,  as
amended  hereby, and all outstanding fees and expenses of counsel
to the Agent and the Lenders, shall have been paid in full to the
extent due and payable after giving effect to this Amendment, (c)
the  Agent  additionally shall have received all of the following
documents, each (unless otherwise indicated) being dated the date
of receipt thereof by the Agent (which date shall be the same for
all  such documents), in form and substance satisfactory  to  the
Agent and the Lenders:

           (i)   Copies of (A) all documents evidencing  all
     requisite   corporate  action  of  each   Dravo   Party
     (including  any  and all resolutions of  the  Board  of
     Directors   of   each  Dravo  Party)  authorizing   the
     execution,  delivery and performance of this  Amendment
     and  the  matters contemplated hereby and thereby,  and
     (B)   all   documents   evidencing   all   Governmental
     Approvals,  if any, with respect to this Amendment  and
     the matters contemplated hereby and thereby.

            (ii)  A  certificate  of  the  Secretary  or  an
     Assistant Secretary of each Dravo Party certifying  the
     names and true signatures of the officers authorized to
     sign  this Amendment on behalf of such Dravo Party  and
     any other documents to be delivered by such Dravo Party
     hereunder.

            (iii)      Such  other  documents,  instruments,
     approvals  (and,  if required by the  Agent,  certified
     duplicates  of executed copies thereof) or opinions  as
     the Agent or any Lender may reasonably request.

      (b)   The  representations and warranties contained  herein
shall be true on and as of the effective date hereof; there shall
exist  on  the  effective  date hereof no  Event  of  Default  or
Default;  there  shall exist no material adverse  change  in  the
financial condition, business operation or prospects of any Dravo
Party or its Subsidiaries since December 31, 1995; and each Dravo
Party   shall   have  delivered  to  the  Lenders  an   Officer's
Certificate,  dated  as of the effective  date  hereof,  to  such
effect.
                           4(xviii) -3

                          ARTICLE III

                 REPRESENTATIONS AND WARRANTIES

      SECTION 3.01.  Representations and Warranties of the  Dravo
Parties.

      (a)   Each of the Dravo Parties hereby repeats and confirms
each  of the representations and warranties made by it in Article
VII  of  the Override Agreement, as though made on and as of  the
date hereof, with each reference therein to "this Agreement", the
"Operative    Documents",   "hereof",   "hereunder",   "thereof",
"thereunder"  and  words of like import  being  deemed  to  be  a
reference  to the Override Agreement and the Operative Documents,
in each case as amended hereby.

      (b)   Each of the Dravo Parties represents and warrants  as
follows:

          (i)  Such Dravo Party and each of its Subsidiaries
     is  a corporation duly organized, validly existing  and
     in  good  standing under the laws of the state  of  its
     incorporation and is duly qualified to do business  in,
     and  is  in  good standing in, all other  jurisdictions
     where  the  nature  of its business or  the  nature  of
     property  owned or used by it makes such  qualification
     necessary.

           (ii)  The execution, delivery and performance  by
     such  Dravo  Party  of this Amendment  are  within  its
     corporate  powers,  have been duly  authorized  by  all
     necessary  corporate action and do not  contravene  (A)
     such  Dravo Party's charter or bylaws, (B) law, or  (C)
     any  legal  or  contractual restriction binding  on  or
     affecting   such  Dravo  Party;  and  such   execution,
     delivery  and performance do not or will not result  in
     or  require  the  creation of any  Lien  upon  or  with
     respect to any of its properties.

          (iii)     No Governmental Approval is required for
     the  due  execution, delivery and performance  by  such
     Dravo   Party  of  this  Amendment,  except  for   such
     Governmental  Approvals as have been duly  obtained  or
     made and which are in full force and effect on the date
     hereof and not subject to appeal.

           (iv)  This Amendment constitutes the legal, valid
     and binding obligations of such Dravo Party enforceable
     against such Dravo Party in accordance with its  terms;
     subject  to  the  qualifications,  however,  that   the
     enforcement  of  the  rights  and  remedies  herein  is
     subject to bankruptcy and other similar laws of general
     application affecting rights and remedies of  creditors
     and  that  the  remedy of specific  performance  or  of
     injunctive relief is subject to the discretion  of  the
     court  before  which any proceedings  therefor  may  be
     brought.

          (v)  Except as set forth in the Form 10-K filed by
     Dravo  with the Securities Exchange Commission for  the
     year ended December 31, 1995,  there

                           4(xviii) -4
                                
     are   no  pending  or  threatened  actions,  suits   or
     proceedings affecting such Dravo Party or  any  of  its
     Subsidiaries or the properties of such Dravo  Party  or
     any  of its Subsidiaries before any court, governmental
     agency   or   arbitrator,  that   may,   if   adversely
     determined,  materially adversely affect the  financial
     condition,   properties,   business,   operations    or
     prospects  of  such  Dravo Party and its  Subsidiaries,
     considered as a whole, or affect the legality, validity
     or  enforceability  of the Override  Agreement  or  any
     other  Operative Document, in each case as  amended  by
     this Amendment.


                           ARTICLE IV

                      CONSENT OF GUARANTOR

       SECTION  4.01.   Consent  of  Guarantor.   Dravo,  by  its
execution hereof, does hereby consent to and approve the terms of
this  Amendment  and does hereby ratify and affirm  its  guaranty
obligations in favor of Lenders.


                           ARTICLE V

                         MISCELLANEOUS

      SECTION  5.01.   Reference to and Effect on  the  Operative
Documents.

      (a)  Upon the effectiveness of this Amendment, on and after
the  date hereof each reference in the Revolving Credit Agreement
and  the  Override  Agreement to "this  Agreement",  "hereunder",
"hereof"  or  words  of like import referring  to  the  Revolving
Credit  Agreement  and the Override Agreement, respectively,  and
each reference in the other Operative Documents to "the Revolving
Credit   Agreement",  "the  Override  Agreement",   "thereunder",
"thereof"  or  words of like import referring  to  the  Revolving
Credit Agreement and the Override Agreement, shall mean and be  a
reference  to  the  Revolving Credit Agreement and  the  Override
Agreement, respectively, as amended hereby.

      (b)   Except  as specifically amended above, the  Revolving
Credit  Agreement, the Override Agreement and the Notes, and  all
other  Operative Documents, are and shall continue to be in  full
force  and  effect  and are hereby in all respects  ratified  and
confirmed.  Without limiting the generality of the foregoing, the
Security Documents and all of the Collateral described therein do
and  shall  continue to secure the payment of all obligations  of
the Dravo Parties under the Revolving Credit Agreement, the Notes
and  the  other  Operative Documents, in  each  case  as  amended
hereby.

      (c)   The  execution,  delivery and effectiveness  of  this
Amendment shall not, except as expressly provided herein, operate
as a waiver of any right, power or remedy of any Lender or

                           4(xviii) -5
                                
the Agent under any of the Operative Documents, nor constitute  a
waiver of any provision of any of the Operative Documents.

      SECTION  5.02.   Costs  and Expenses.   The  Dravo  Parties
jointly  and  severally  agree to pay on  demand  all  costs  and
expenses incurred by the Agent and the Lenders in connection with
the preparation, execution and delivery of this Amendment and the
other   documents  to  be  delivered  hereunder  and  thereunder,
including,  without limitation, the reasonable fees  and  out-of-
pocket  expenses  of counsel for the Agent and the  Lenders  with
respect  thereto and with respect to advising the Agent  and  the
Lenders  as  to  their  rights  and responsibilities  under  this
Amendment.  The Dravo Parties jointly and severally further agree
to  pay  on  demand  all costs and expenses, if  any  (including,
without  limitation,  reasonable counsel  fees  and  expenses  of
counsel),  incurred  by the Agent and the Lenders  in  connection
with   the  enforcement  (whether  through  negotiations,   legal
proceedings  or  otherwise)  of this Amendment,  the  Transaction
Documents  and the other documents to be delivered hereunder  and
thereunder,  including,  without  limitation,  counsel  fees  and
expenses in connection with the enforcement of rights under  this
Section 5.02.

      SECTION  5.03.  Execution in Counterparts.  This  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 to be an original and  all
of  which  taken together shall constitute but one and  the  same
instrument.

      SECTION  5.04.   Governing Law.  This  Amendment  shall  be
governed  by, and construed in accordance with, the laws  of  the
State of New York.


                 [Signatures on Next Two Pages]

                           4(xviii) -6
      IN  WITNESS  WHEREOF, the parties hereto have  caused  this
Amendment  to be executed by their respective officers  thereunto
duly authorized, as of the date first above written.


                              FIRST ALABAMA BANK,

Individually and as Agent

                              By:  /s/ PETER P. GAILLARD
                                   Name: Peter P. Gaillard
                                   Title: Senior Vice Presiden


                              PNC BANK, NATIONAL ASSOCIATION

                              By:  /s/ MICHAEL J. BEYER
                                   Name: Michael J. Beyer
                                   Title: Vice President


                              BANK OF AMERICA ILLINOIS,
                              Individually and as Documentation Agent

                              By:  /s/ MICHAEL J. MCKINNEY
                                   Name: Michael J. McKinney
                                   Title: Vice President


                              THE PRUDENTIAL INSURANCE COMPANY
                                   OF AMERICA

                              By:  /s/ KEVIN J. KRASKA
                                   Name: Kevin J. Kraska
                                   Title: Vice President


                              DRAVO CORPORATION

                              By:  /s/ ERNEST F. LADD III
                                   Name: Ernest F. Ladd III
                                   Title: Executive Vice President


                              DRAVO LIME COMPANY

                              By:  /s/ ERNEST F. LADD III
                                   Name: Ernest F. Ladd III
                                   Title: Executive Vice President


                                DRAVO  BASIC  MATERIALS  COMPANY, INC.

                              By:  /s/ ERNEST F. LADD III
                                   Name: Ernest F. Ladd III
                                   Title: Executive Vice President

                           4(xviii) -7