<PAGE> 1

EXHIBIT 10.32
                        FIRST AMENDMENT TO CREDIT AGREEMENT

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (the "Amendment") dated as of March
22, 1996, is among CRAIN INDUSTRIES, INC., a Delaware corporation
("Borrower"), each of the banks or other lending institutions which is or may
from time to time become a signatory thereto or any successor or assign
thereof (individually, a "Bank" and, collectively, the "Banks"), TEXAS
COMMERCE BANK NATIONAL ASSOCIATION, a national banking association, as an
issuing bank (in such capacity, together with its successors, any other Banks
or any of their respective Affiliates acting in such capacity, an "Issuing
Bank") and as administrative agent for itself, the Issuing Banks and the other
Banks (in such capacity, together with its successors in such capacity, the
"Agent").

                                   RECITALS:

   A.  Borrower, the Agent, the Issuing Banks and the Banks have entered into
that certain Credit Agreement dated as of August 29, 1995 (such Credit
Agreement as the same may be amended or otherwise modified is hereinafter
referred to as the "Agreement").

   B.  Borrower has advised the Agent that it desires to acquire pursuant to
that certain Stock Purchase Agreement among Capital Foam Products, Inc., a New
Jersey corporation ("Capital Foam"), Bart Krupp and the Borrower (the "Stock
Purchase Agreement") all of the issued and outstanding stock of Capital Foam
for an aggregate purchase price not to exceed $7,800l,000.00 (the
"Acquisition"), and has requested that the Required Banks consent to such
Acquisition.

   C.  Pursuant to Section 10.13 of the Agreement, the Borrower has also given
the Agent prior written notice that it has elected to change its fiscal year
to a calendar year.

   D.  Borrower, the Agent, the Issuing Banks and the Banks now desire to
enter into this amendment to evidence the Required Banks' consent to the
Acquisition and to amend the Agreement to reflect the change in the Borrower's
fiscal year and as otherwise herein set forth.

  NOW, THEREFORE, in consideration of the premises herein contained and other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:

                                   ARTICLE I

                                  Definitions

  Section 1.1.  Definitions.  Capitalized terms used in this Amendment, to the
extent not otherwise defined herein, shall have the same meanings as set forth
in the Agreement, as amended hereby.

                                   ARTICLE II

                                   Amendments

  Section 2.1.  Amendment to Sections 11.1, 11.2, 11.3 and 11.4.  Effective as
of the date hereof, Sections 11.1, 11.2, 11.3 and 11.4 of the Agreement are
hereby amended in their entirety to read as follows:

  Section 11.1  Interest Coverage Ratio.  The Borrower will not permit its
Interest Coverage Ratio, calculated quarterly (beginning December 21, 1995)
for the four fiscal quarters of Borrower ending as of the last day of each of
the fiscal quarters of each fiscal year set forth below, to be less than the
ratio set forth opposite each such fiscal year below.  For the purposes of
determining the Interest Coverage Ratio for the first two fiscal quarters of
Borrower following the Closing Date, Consolidated EBITDA for the fiscal
quarters ending in June 1995 and September 1995 shall be deemed to be
$6,300,000 for each such quarter.  The Interest Coverage Ratio for the four
quarters ending in December 1995 shall be calculated using (i) the deemed
amounts of Consolidated EBITDA for the quarters ending in June 1995 and
September 1995 and the actual amount of Consolidated EBITDA for the fiscal
quarter ending in December 1995 multiplied by two, and (ii) the actual
annualized amount of Interest Expense for the quarter or quarters then ended.

Quarters Ending During Fiscal Year   Interest Coverage Ratio
               1996                      1.40 to 1.0
               1997                      1.60 to 1.0
        1998 and thereafter              1.75 to 1.0


    Section 11.2  Consolidated Net Worth.  The Borrower will maintain
Consolidated Net Worth in an amount not less than the sum of (i) $20,000,000,
plus (ii) 50% of the Consolidated Net Income (to the extent positive) of
Borrower for each fiscal year ending after December 31, 1995 to the extent
that such fiscal year has been completed (which shall include for the current
fiscal year, the year-to-date Consolidated Net Income for such fiscal year),
plus (iii) 75% of the net proceeds of any Permitted Issuance, calculated
quarterly (beginning December 31, 1995) as of the last day of each March,
June, September and December.

    Section 11.3  Maintenance of Consolidated EBITDA.  The Borrower will not
permit Consolidated EBITDA for the Borrower and its Subsidiaries calculated as
of the last day of each fiscal quarter of Borrower set forth below for the
four fiscal quarters then ended to be less than the amount set forth opposite
each such fiscal quarter.  Consolidated EBITDA of the Borrower and its
Subsidiaries for the fiscal quarters ending in June 1995 and September 1995
shall be deemed to be $6,300,000 for each such quarter.  Consolidated EBITDA
for the four fiscal quarters ending in December 1995 shall be calculated using
the deemed amounts of Consolidated EBITDA for the quarters ending in June 1995
and September 1995 and the actual amount of Consolidated EBITDA for the fiscal
quarter ending in December 1995 multiplied by two.


                   Quarter Ending            Amount
   1995              December              20,000,000
   1996               March                20,800,000
                       June                21,800,000
                     September             22,300,000
                     December              22,850,000
   1997               March                23,400,000
                       June                23,950,000
                     September             24,500,000
                     December              25,000,000
   1998               March                25,500,000
                       June                26,000,000
                     September             26,500,000
                     December              27,125,000
   1999               March                27,750,000
                       June                28,375,000
                     September             29,000,000
                     December              29,625,000
   2000               March                30,250,000
                       June                30,875,000
                     September             31,500,000

    Section 11.4  Capital Expenditures.  The Borrower will not make or commit
to make any Capital Expenditures, except for expenditures in the ordinary
course of business not exceeding, in the aggregate for the Borrower and its
Subsidiaries during any fiscal year of the Borrower set forth below, the
amount set forth opposite such fiscal year, provided that 100% of any amount
not used in any fiscal year may be carried forward only into the next
succeeding fiscal year:

    Fiscal Year             Amount
       1996                 $12,400,000
       1997                  $8,000,000
       1998                  $7,000,000
 1999 and thereafter         $6,500,000

                                ARTICLE III

                           Conditions Precedent

  Section 3.1.   Conditions.  The effectiveness of this Amendment is subject
to the satisfaction of the following conditions precedent:

    (a)  The Agent shall have received all of the following, each dated
(unless otherwise indicated) the date of   this Amendment, in form and
substance satisfactory to the Agent:

      (1)  Resolutions.  Resolutions of the Board of Directors of Borrower
certified by its Secretary or     an Assistant Secretary which authorize the
execution, delivery, and performance by Borrower of this Amendment     and the
other Loan Documents to which Borrower is or is to be a party hereunder;

      (2)  Incumbency Certificate.  A certificate of incumbency certified by
the Secretary of an Assistant Secretary of Borrower certifying the names of
the officers of Borrower authorized to sign this Amendment and each of the
other Loan Documents to which Borrower is or is to be a party hereunder
(including the certificates contemplated herein) together with specimen
signatures of such officer;

      (3)  Additional Information.  The Agent shall have received such
additional documents, instruments and information as the Agent or its legal
counsel, Winstead Sechrest & Minick P.C., may reasonably request; and

  (b)    The representations and warranties contained herein and in all other
Loan Documents, as amended hereby, shall be true and correct as of the date
hereof as if made on the date hereof, except for those representations and
warranties that are expressly made as of a specific date.

    (c)  No Default shall have occurred and be continuing.

    (d)  All corporate proceedings taken in connection with the transactions
contemplated by this Amendment and all documents, instruments, and other legal
matters incident thereto shall be reasonably satisfactory to the Agent and its
legal counsel, Winstead Sechrest & Minick P.C.

                                ARTICLE IV

           Consents, Ratifications, Representations and Warranties

  Section 4.1.  Consents.  Sections 10.3 and 10.5 of the Credit Agreement
prohibit the Borrower from consummating the Acquisition without the consent of
the Required Banks.  The Required Banks hereby consent to the Acquisition by
the Borrower upon the terms set forth in the Recitals hereto and agree that
the consummation of the Acquisition upon such terms shall not constitute an
Event of Default under Section 10.3 or 10.5 of the Agreement.  The Required
Banks hereby further acknowledge and agree that in connections with the change
of the Borrower's fiscal year to the calendar year as described in the
Recitals hereto, the Borrower shall not be required to deliver quarterly
financial statements or a Certificate of No Default as required by subsections
9.1(b) and (c) of the Agreement for the quarter ending February 29, 1996, but
instead shall be required to deliver quarterly financial statements and
Certificates of No Default for each of the quarters ending December 31, 1995,
march 341, 1996 and each fiscal quarter of Borrower thereafter.

  Section 4.2.  Ratifications.  The terms and provisions set forth in this
Amendment shall modify and supersede all inconsistent terms and provisions set
forth in the Agreement and except as expressly modified and superseded by this
Amendment, the terms and provisions of the Agreement and the other Loan
Documents are ratified and confirmed and shall continue in full force and
effect.  Borrower, the Agent, the Banks and the Issuing Banks agree that the
Agreement as amended hereby and the other Loan Documents shall continue to be
legal, valid, binding and enforceable in accordance with their respective
terms.

  Section 4.3.  Representations and Warranties.  Borrower hereby represents
and warrants to the Agent, the Banks and the Issuing Banks that (i) the
execution, delivery and performance of this Amendment and any and all other
Loan Documents executed and/or delivered in connection herewith have been
authorized by all requisite corporate action on the part of the Borrower and
will not violate the articles of incorporation or bylaws of Borrower, (ii) the
representations and warranties contained in the Agreement, as amended hereby,
and in each other Loan Document are true and correct on and as of the date
hereof as though made on and as of the date hereof, (iii) no Default has
occurred and is continuing, and (iv) Borrower is in full compliance with all
covenants and agreements contained in the Agreement as amended hereby and the
other Loan Documents to which it is a party.

                                 ARTICLE V

                               Miscellaneous

  Section 5.1.  Survival of Representations and Warranties.  All
representations and warranties made in this Amendment or any other Loan
Document including any Loan document furnished in connection with this
Amendment shall survive the execution and delivery of this Amendment and the
other Loan Documents, and no investigation by the Agent, any Bank, any Issuing
Bank or any closing shall affect the representations and warranties or the
right of the Agent, the Banks and the Issuing Banks to rely upon them.

  Section 5.2.  Reference to Agreement.  Each of the Loan Documents, including
the Agreement and any and all other agreements, documents, or instruments now
or hereafter executed and delivered pursuant to the terms hereof or pursuant
to the terms of the Agreement as amended hereby, are hereby amended so that
any reference in such Loan Documents to the Agreement shall mean a reference
to the Agreement as amended hereby.

  Section 5.3.  Expenses of the Agent.  As provided in the Agreement, Borrower
agrees to pay on demand all reasonable costs and expenses incurred by the
Agent in connection with the preparation, negotiation, and execution of this
Amendment and the other Loan Documents executed pursuant hereto and any and
all amendments, modifications, and supplements thereto, including without
limitation the costs and reasonable fees of the Agent's legal counsel, and all
costs and expenses incurred by the Agent, the Banks and the Issuing Banks in
connection with the enforcement or preservation of any rights under the
Agreement, as amended hereby, or any other Loan Document, including without
limitation the costs and reasonable fees of legal counsel for the Agent and
the Issuing Banks and at any time following and during the continuance of the
Event of Default, of one legal counsel to each Bank.

  Section 5.4.  Severability.  Any provision of this Amendment held by a court
of competent jurisdiction to be invalid or unenforceable shall not impair or
invalidate the remainder of this Amendment and the effect thereof shall be
confined to the provision so held to be invalid or unenforceable.

  Section 5.5.  Applicable Law.  This Amendment and all other Loan Documents
executed pursuant hereto shall be deemed to have been made and to be
performable in Dallas, Dallas County, Texas and shall be governed by and
construed in accordance with the laws of the State of Texas.

  Section 5.6.  Successor and Assigns.  This Amendment is binding upon and
shall inure to the benefit of the Agent, the Banks, the Issuing Banks and
Borrower and their respective successors and assigns, except Borrower may not
assign or transfer any of its rights or obligations hereunder without the
prior written consent of the Agent and all of the Banks.

  Section 5.7.  Counterparts.  This Amendment may be executed in one or more
counterparts, each of which when so executed shall be deemed to be an
original, but all of which when taken together shall constitute one and the
same instrument.

  Section 5.8.  Effect of Waiver.  No consent or waiver, express or implied,
by the Agent and/or any of the Banks to or for any breach of or deviation from
any covenant, condition or duty by Borrower or any obligated party shall be
deemed a consent or waiver to or of any other breach of the same or any other
covenant, condition or duty.

  Section 5.9.  Headings.  The headings, captions, and arrangements used in
this Amendment are for convenience only and shall not affect the
interpretation of this Amendment.

  Section 5.10.  ENTIRE AGREEMENT.  THIS AMENDMENT AND ALL OTHER INSTRUMENTS,
DOCUMENTS AND AGREEMENTS EXECUTED AND DELIVERED IN CONNECTION WITH THIS
AMENDMENT EMBODY THE FINAL, ENTIRE AGREEMENT AMONG THE PARTIES HERETO AND
SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS AND
UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THIS AMENDMENT, AND MAY
NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES HERETO.  THERE ARE NO
ORAL AGREEMENTS AMONG THE PARTIES HERETO.

Executed as of the date first written above.

  BORROWER:

  CRAIN INDUSTRIES, INC.

  By:  s/James G. Powers
       Name:  James G. Powers
       Title:    Vice President/Chief Financial Officer

  AGENT:

  TEXAS COMMERCE BANK NATIONAL
  ASSOCIATION, as Agent

  By:   s/Michael J. Lister
      Name:  Michael J. Lister
      Title:    Vice President

  ISSUING BANK:

  TEXAS COMMERCE BANK NATIONAL
  ASSOCIATION

  By:  s/Michael J. Lister
      Name:  Michael J. Lister
      Title:    Vice President

  BANKS:

  TEXAS COMMERCE BANK NATIONAL
  ASSOCIATION

  By:  s/Michael J. Lister
      Name:  Michael J. Lister
      Title:    Vice President

  FIRST INTERSTATE BANK OF CALIFORNIA

  By:  s/Charles C. Warner
      Name:  Charles C. Warner
      Title:  Vice President

  NBD BANK

  By:  s/Larry E. Schuster
      Name:  Larry E. Schuster
       Title:  Vice President

  NATIONSBANK OF TEXAS, N.A.

  By:  s/Bianca Hemmen
      Name:  Bianca Hemmen
       Title:  Senior Vice President

  HELLER FINANCIAL, INC.

  By:  s/Kelli J. O'Connel
      Name:  Kelli J. O'Connel
      Title:  Assistant Vice President

  THE BANK OF NEW YORK

  By:  s/John C. Lambert
      Name:  John C. Lambert
      Title:  Vice President

  SOCIETE GENERALE, SOUTHWEST AGENCY

  By:  s/Christopher J. Speltz
      Name:  Christopher J. Speltz
       Title:  Vice President

     The undersigned Guarantor hereby consents and agrees to this Amendment
and agrees that the Subsidiary Guaranty shall remain in full force and effect
and shall continue to be the legal, valid and binding obligation of such
Guarantor enforceable against such Guarantor in accordance with its terms.

  GUARANTOR:

  CRAIN AERO, INC.

  By:  s/James G. Powers
       Name:  James G. Powers
       Title:    Vice President/Chief Financial Officer