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                                                            Exhibit 10.42

               SUPPLEMENT NO. 2 dated as of June 3, 1998 to the Security 
Agreement dated as of June 23, 1997, among ROLLER BEARING COMPANY OF AMERICA, 
INC., a Delaware Corporation (the "Borrower"), each subsidiary of the 
Borrower listed on Schedule I thereto (each subsidiary individually a 
"Guarantor" and collectively, the "Guarantors"; the Guarantors and the 
Borrower are referred to collectively herein as the "Grantors") and CREDIT 
SUISSE FIRST BOSTON, a bank organized under the law of Switzerland, acting 
through its New York branch, as collateral agent (in such capacity, the 
"Collateral Agent") for the Secured Parties (as defined herein).

     A. Reference is made to (a) the Credit Agreement dated as of June 23, 
1997, as amended by Amendment No. 1 dated as of April 15, 1998 (as amended, 
supplemented or otherwise modified from time to time, the "Credit 
Agreement"), among the Borrower, the lenders from time to time party thereto 
(the "Lenders"), Collateral Agent and as issuing bank (in such capacity, the 
"Issuing Bank") and (b) the Guarantee Agreement dated as of June 23, 1997 (as 
amended, supplemented or otherwise modified from time to time, the "Guarantee 
Agreement"), among the Guarantors and the Collateral Agent.

     B. Capitalized terms used herein and not otherwise defined herein shall 
have the meanings assigned to such terms in the Security Agreement and the 
Credit Agreement.

     C.  The Grantors have entered into the Security Agreement in order to 
induce the Lenders to make Loans and the Issuing Bank to issue Letters of 
Credit. Section 7.15 of Security Agreement provides that additional 
Subsidiaries of the Borrower may become Grantors under the Security Agreement 
by execution and delivery of an instrument in the form of this Supplement. 
The undersigned Subsidiary (the "New Grantor") is executing this Supplement 
in accordance with the requirements of the Credit Agreement to become a 
Grantor under the Security Agreement in order to induce the Lenders to make 
additional Loans and the Issuing Bank to issue additional Letters of Credit 
and as consideration for Loans previously made and Letters of Credit 
previously issued.

     Accordingly, the Collateral Agent and the New Grantor agree as follows:

     SECTION 1. In accordance with Section 7.15 of the Security Agreement, 
the New Grantor by its signature below becomes a Grantor under the Security 
Agreement with the same force and effect as if originally named therein as a 
Grantor and the New Grantor hereby (a) agrees to all the terms and provisions 
of the Security Agreement applicable to it as a Grantor thereunder and (b) 
represents and warrants that the representations and warranties made by it as 
a Grantor thereunder are true and correct on and as of the date hereof. In 
furtherance of the foregoing, the New Grantor, as security for the payment 
and performance in full of the Obligations (as defined in the Security 
Agreement), does hereby create and grant to the Collateral Agent, its 
successors and assigns, for the benefit of the Secured Parties, their 
successors and assigns, a security interest in and lien on all of the New 
Grantor's right, title and interest in and to the Collateral (as defined in 
the Security Agreement) of the New Grantor. Each reference to a "Grantor" in 
the Security Agreement shall be deemed to include the New Grantor. The 
Security Agreement is hereby incorporated herein by reference.

     SECTION 2. The New Grantor represents and warrants to the Collateral 
Agent and the other Secured Parties that this supplement has been duly 
authorized, executed and delivered by it and constitutes its legal, valid and 
binding obligation, enforceable against it in accordance with its terms.

     SECTION 3. This Supplement may be executed in counterparts (and by 
different parties hereto on different counterparts), each of which shall 
constitute an original, but all of which when taken together shall constitute 
a single contract. This Supplement shall become effective when the Collateral 
Agent shall have received counterparts of this Supplement that, when taken 
together, bear the signatures of the New Grantor and the


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Collateral Agent. Delivery of an executed signature page to this Supplement by 
facsimile transmission shall be as effective as delivery of a manually signed 
counterpart of this Supplement.



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     SECTION 4. The New Grantor hereby represents and warrants that (a) set 
forth on Schedule I attached hereto is a true and correct schedule of the 
location of any and all Collateral of the New Grantor and (b) set forth under 
its signature hereto, is the true and correct location of the chief executive 
office of the New Grantor.

     SECTION 5. Except as expressly supplemented hereby, the Security 
Agreement shall remain in full force and effect.

     SECTION 6. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN 
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

     SECTION 7. In case any one or more of the provisions contained in this 
Supplement should be held invalid, illegal or unenforceable in any respect, 
the validity, legality and enforceability of the remaining provisions 
contained herein and in the Security Agreement shall not in any way be 
affected or impaired thereby (it being understood that the invalidity of a 
particular provision in a particular jurisdiction shall not in and of itself 
affect the validity of such provision in any other jurisdiction). The parties 
hereto shall endeavor in good-faith negotiations to replace the invalid, 
illegal or unenforceable provisions with valid provisions the economic effect 
of which comes as close as possible to that of the invalid, illegal or 
unenforceable provisions.

     SECTION 8. All communications and notices hereunder shall be in writing 
and given as provided in Section 7.01 of the Security Agreement. All 
communications and notices hereunder to the New Grantor shall be given to it 
at the address set forth under its signature below.

     SECTION 9. The New Grantor agrees to reimburse the Collateral Agent for 
its reasonable out-of-pocket expenses in connection with this Supplement, 
including the reasonable fees, other charges and disbursements of counsel for 
the Collateral Agent.

     IN WITNESS WHEREOF, the New Grantor and the Collateral Agent have duly 
executed this Supplement to the Security Agreement as of the day and year 
first above written.


                                       MILLER ACQUISITION CORP.,

                                       by /s/ Michael S. Gostomski
                                       ----------------------------------------
                                       Name:  Michael S. Gostomski
                                       Title: Executive Vice President
                                          c/o Roller Bearing Company of America
                                              Inc.
                                              60 Round Hill Road
                                              Fairfield, CT 06430


                                       CREDIT SUISSE FIRST BOSTON, as
                                       Collateral Agent,

                                       by /s/ David W. Kratovil
                                       ----------------------------------------
                                       Name:  David W. Kratovil




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                                       Title: Director

                                        by /s/ Joel Glodowski
                                        ---------------------------------------
                                        Name:  Joel Glodowski
                                        Title: Managing Director





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                                     LOCATION OF COLLATERAL



<TABLE>

<CAPTION>

                 Description                           Location
                 ------------                          --------
                 <S>                                   <C>


                 Books and Records of Accounts         60 Round Hill Road
                                                       Fairfield, CT 06430
 
                 All types                             225 Industrial Boulevard
                                                       Bremen, IN 46506

</TABLE>