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                                                                   Exhibit 10.31


                               SECOND AMENDMENT TO
                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT


                  THIS SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT
AGREEMENT (the "SECOND AMENDMENT") dated as of October 10, 2000 by and among
ZARING HOMES, INC. ("ZARING HOMES"), ZARING HOLDINGS, INC., HEARTHSIDE HOMES,
LLC, ZARING NATIONAL LAND HOLDING CORPORATION, ZARING NATIONAL HOMES HOLDING
CORPORATION, and ZARING LEASING, LLC, as Borrowers and Guarantors, ZARING
NATIONAL CORPORATION ("ZARING NATIONAL"), ZARING HOMES OF INDIANA, L.L.C. and
ZARING HOMES KENTUCKY, LLC ("ZARING HOMES KENTUCKY"), as Guarantors, the Banks
set forth below, BANK OF AMERICA, N.A. and BANK ONE, NA, as Co-Agents, and PNC
BANK, NATIONAL ASSOCIATION, in its capacity as Agent for the Banks (the
"AGENT").

                              W I T N E S S E T H:

                  WHEREAS, the Borrowers, the Guarantors, the Banks, the
Co-Agents and the Agent are parties to that certain Third Amended and Restated
Credit Agreement dated as of April 13, 2000, as amended by First Amendment to
Third Amended and Restated Credit Agreement (the "CREDIT AGREEMENT"); and

                  WHEREAS, the Borrowers and the Guarantors have requested that
certain covenants of the Credit Agreement be amended as set forth herein;

                  WHEREAS, the Banks are willing to enter into such amendments
on the terms and subject to the conditions set forth herein.

                  NOW, THEREFORE, the parties hereto, in consideration of their
mutual covenants and agreements hereinafter set forth and intending to be
legally bound hereby, covenant and agree as follows:

         1. DEFINITIONS.

         Defined terms used herein and not otherwise defined herein shall have
the meanings given to them in the Credit Agreement, as amended by this Second
Amendment.

         2. AMENDMENT OF CREDIT AGREEMENT.

                  A. The first sentence of Section 2.4(a) [Mandatory Reductions]
of the Credit Agreement is hereby deleted and the following is inserted in lieu
thereof:

                           The Revolving Credit Commitment shall be permanently
         reduced on July 1, 2000 to $67,500,000, on October 1, 2000 to
         $62,500,000 and on the date of the closing of the Raleigh Purchase
         Agreement (as defined herein) to


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         $52,500,000, and each Bank's Revolving Credit Commitment shall be
         reduced in accordance with its Ratable Share on such dates.

                  B. A new Section 8.1(n) [Certain Letters of Credit] of the
Credit Agreement is hereby inserted immediately following Section 8.1(m) as
follows:

                  (n) CERTAIN LETTERS OF CREDIT

                           On or before December 31, 2000, the Loan Parties
         shall cause all Letters of Credit issued with respect to the assets
         that have been sold pursuant to the Louisville Purchase Agreements and
         the Raleigh Purchase Agreement to be cancelled, replaced or fully cash
         collateralized.

                  C. Section 8.2(g) [Disposition of Assets or Subsidiaries] of
the Credit Agreement is hereby amended by deleting such section in its entirety
and inserting in lieu thereof the following:

                  (g) DISPOSITION OF ASSETS OR SUBSIDIARIES

                           Each of the Loan Parties shall not sell, convey,
         assign, lease, abandon or otherwise transfer or dispose of, voluntarily
         or involuntarily, any of its properties or assets, tangible or
         intangible (including but not limited to sale, assignment, discount or
         other disposition of accounts, contract rights, chattel paper,
         equipment or general intangibles, with or without recourse, or of
         capital stock, shares of beneficial interest or partnership interests
         of a Subsidiary), except:

                           (i) transactions involving the sale of land and
         building inventory in the ordinary course of business;

                           (ii) any sale, transfer, lease, abandonment or other
         disposition of assets in the ordinary course of business which are no
         longer necessary or required in the conduct of the Loan Party's
         business;

                           (iii) any sale, transfer or lease of assets in the
         ordinary course of business which are replaced by substitute assets
         acquired;

                           (iv) the asset sales by Zaring Homes Kentucky and
         Zaring Homes described in (a) the Asset Purchase Agreement and (b) that
         certain Termination Agreement dated as of September 29, 2000 by and
         among Zaring Homes, Phillip W. Leigh and Martha R. Leigh (the
         "TERMINATION AGREEMENT" and, together with the Asset Purchase Agreement
         dated as of September 29, 2000 by and among Zaring Homes Kentucky, as
         seller, Olympia Homes, LLC, as buyer, and Zaring Homes, as indemnitor,
         collectively the "LOUISVILLE PURCHASE AGREEMENTS"); and

                           (v) the asset sales by Zaring Homes described in (a)
         the Asset Purchase Agreement dated on or about October 10, 2000 by and
         between Zaring National and Zaring Homes, as sellers, and the Drees
         Company, as purchaser



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         (the "RALEIGH PURCHASE AGREEMENT") and (b) the Bill of Sale dated as of
         September 30, 2000 by MacroDyne Power, LLC, as buyer, and Zaring Homes,
         Inc., as seller ("BILL OF SALE").

         3. CONDITIONS OF EFFECTIVENESS OF THIS SECOND AMENDMENT.

         The effectiveness of this Second Amendment is expressly conditioned
upon satisfaction of each of the following conditions precedent:

         (a) REPRESENTATIONS AND WARRANTIES; NO DEFAULTS. The representations
and warranties of the Loan Parties contained in Section 6 of the Credit
Agreement shall be true and accurate on the date hereof with the same effect as
though such representations and warranties had been made on and as of such date
(except representations and warranties which relate solely to an earlier date or
time, which representations and warranties shall be true and correct on and as
of the specific dates or times referred to therein); the Loan Parties shall have
performed and complied with all covenants and conditions of the Credit
Agreement; and, except for the violation of Section 8.2(a) [Zaring National Net
Worth] measured at September 30, 2000, resulting from Shareholder Subordinated
Debt not being included in the calculation of Zaring National Net Worth for the
fiscal quarter ending September 30, 2000, no Event of Default or Potential
Default under the Credit Agreement shall have occurred and be continuing or
shall exist.

         (b) COUNTERPARTS OF SECOND AMENDMENT. The Agent shall have received
counterparts of this Second Amendment duly executed by the Loan Parties and the
Banks. This Second Amendment may be executed by the parties hereto in any number
of separate counterparts, each of which when taken together and duly executed
and delivered shall together constitute one and the same instrument.

         (c) SECRETARY'S CERTIFICATE. The Agent shall have received a
certificate signed by the Secretary or Assistant Secretary of Zaring Homes to
authorize the execution, delivery and performance of the Raleigh Purchase
Agreement and the documents executed in connection therewith.

         (d) CLOSING OF ASSET SALES. The Agent shall have received a fully
executed copy of the Raleigh Purchase Agreement and the Bill of Sale and the
asset sales contemplated by the Raleigh Purchase Agreement and the Bill of Sale
shall be consummated substantially on the terms set forth in the drafts of the
Raleigh Purchase Agreement and the Bill of Sale previously provided to the
Agent.

         (e) CASH PROCEEDS. All cash proceeds received by Zaring Homes and
Zaring National pursuant to the Raleigh Purchase Agreement and the Bill of Sale
shall immediately upon receipt be applied to prepay the Revolving Credit Loans.



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         4. FORCE AND EFFECT.

         Except as expressly modified by this Amendment, the Credit Agreement
and the other Loan Documents are hereby ratified and confirmed and shall remain
in full force and effect on and after the date hereof.

         5. GOVERNING LAW.

         This Second Amendment shall be deemed to be a contract under the laws
of the State of Ohio and for all purposes shall be governed by and construed and
enforced in accordance with the internal laws of the State of Ohio without
regard to its conflict of laws principles.

         6. FEES AND EXPENSES.

         The Borrower hereby agrees to reimburse the Agent and the Banks on
demand for all fees, costs, expenses and disbursements (including without
limitation attorneys' fees) relating to this Second Amendment which are payable
by the Loan Parties as previously agreed to by the Borrower and as provided in
Sections 10 and 11 of the Credit Agreement.

                            [SIGNATURE PAGES FOLLOW]











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                [PAGE 1 OF 3 TO SECOND AMENDMENT TO THIRD AMENDED
                         AND RESTATED CREDIT AGREEMENT]

                              BORROWERS AND GUARANTORS:

                              ZARING HOMES, INC.


                              By:_______________________________________________
                              Name:  Ronald G. Gratz
                              Title: Vice President and Chief Financial Officer

                              ZARING HOLDINGS, INC.


                              By:_______________________________________________
                              Name:  Ronald G. Gratz
                              Title: Treasurer

                              HEARTHSIDE HOMES, LLC
                                By: Zaring National Corporation, as member

                              By:_______________________________________________
                              Name:  Ronald G. Gratz
                              Title: Secretary/Treasurer

                              ZARING NATIONAL LAND HOLDING CORPORATION


                              By:_______________________________________________
                              Name:  Ronald G. Gratz
                              Title: Secretary/Treasurer

                              ZARING NATIONAL HOMES HOLDING CORPORATION


                              By:_______________________________________________
                              Name:  Ronald G. Gratz
                              Title: Secretary/Treasurer





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           [SIGNATURE PAGE 2 OF 3 TO SECOND AMENDMENT TO THIRD AMENDED
                         AND RESTATED CREDIT AGREEMENT]

                              ZARING LEASING, LLC
                                By: Zaring National Corporation, as sole
                                member and manager


                              By:_______________________________________________
                              Name:  Ronald G. Gratz
                              Title: Secretary/Treasurer

                              ZARING NATIONAL CORPORATION


                              By:_______________________________________________
                              Name:  Ronald G. Gratz
                              Title: Secretary/Treasurer

                              ZARING HOMES OF INDIANA, L.L.C.
                                By: Zaring Homes, Inc., as member

                              By:_______________________________________________
                              Name:  Ronald G. Gratz
                              Title: Vice President and Chief Financial Officer

                              ZARING HOMES KENTUCKY, LLC,
                              By: Zaring Holdings, Inc., as manager

                              By:_______________________________________________
                              Name: Ronald G. Gratz
                              Title: Treasurer





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           [SIGNATURE PAGE 3 OF 3 TO SECOND AMENDMENT TO THIRD AMENDED
                         AND RESTATED CREDIT AGREEMENT]

                              AGENT:

                              PNC BANK, NATIONAL ASSOCIATION,
                              as Agent and as a Bank


                              By:_______________________________________________
                              Name:  Thomas J. McCool
                              Title: Senior Vice President


                              CO-AGENTS:

                              BANK OF AMERICA, N.A., as a Co-Agent and as a Bank


                              By:_______________________________________________
                              Name:  Michelle Chen
                              Title: Vice President

                              BANK ONE, NA, as a Co-Agent and as a Bank


                              By:_______________________________________________
                              Name:  Thomas T. Bower
                              Title: First Vice President


                              OTHER BANKS:

                              COMERICA BANK,


                              By:_______________________________________________
                              Name:  John F. Regan
                              Title: Vice President


                              THE FIFTH THIRD BANK


                              By:_______________________________________________
                              Name: Brian L. Rogg
                              Title: Vice President