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                                                                    EXHIBIT 4.15


                           CERTIFICATE OF AMENDMENT

                                      OF

                   CERTIFICATE OF THE POWERS, DESIGNATIONS,

                         PREFERENCES AND RIGHTS OF THE

                     SERIES A CONVERTIBLE PREFERRED STOCK,

                           PAR VALUE $.01 PER SHARE

                                      OF

                          OUTBOARD MARINE CORPORATION


                        _______________________________

                        (Pursuant to Section 242 of the
               General Corporation Law of the State of Delaware)



          Outboard Marine Corporation, a corporation organized and existing
under the laws of the State of Delaware (the "Corporation"), does hereby certify
as follows:

          1.  The name of the Corporation is Outboard Marine Corporation.

          2.  The date of filing of the Amended and Restated Certificate of
Incorporation of the Corporation with the Secretary of State was September 30,
1997, and the date of filing of the Certificate of the Powers, Designations,
Preferences and Rights of the Series A Convertible Preferred Stock, Par Value
$.01 Per Share (the "Certificate of Designation"), with the Secretary of State
was January 28, 2000.

          3.  This Certificate of Amendment amends the Certificate of
Designation, as now in effect, to (i) provide for the issuance of shares of
Series B Convertible Preferred Stock as Senior Stock and (ii) exempt from the
anti-dilution adjustment provisions contained therein certain specific issuances
of Common Stock by the Corporation.

          4.   Section 2 of the Certificate of Designation is hereby amended to
read in its entirety as follows:

               2.  Rank.  The Series A Preferred Stock shall, with respect to
                   ----
     dividend distributions and distributions of assets and rights upon the
     liquidation, winding up and dissolution of the Corporation, rank (i) junior
     to the outstanding shares of Senior Stock, and (ii) senior to all classes
     of common stock of the
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     Corporation (including, without limitation, the common stock, par value
     $.01 per share, of the Corporation (the "Common Stock")) and to each other
     class or series of capital stock of the Corporation hereafter created other
     than the shares of Series B Preferred Stock (the Common Stock and each
     other class or series of capital stock of the Corporation other than the
     Senior Stock are hereinafter collectively referred to as the "Junior
     Stock").

          5.  Section 5(c)(iii) of the Certificate of Designation is hereby
amended to read in its entirety as follows:

                              (iii)  Issuance of Common Stock Below Current
                                     --------------------------------------
     Market Price or Conversion Price. If the Corporation shall, at any time or
     --------------------------------
     from time to time, sell or issue shares of Common Stock (regardless of
     whether originally issued or from the Corporation's treasury), or rights,
     options, warrants or convertible or exchangeable securities containing the
     right to subscribe for or purchase shares of Common Stock (excluding (A)
     shares issued in any of the transactions described in Section 5(c)(i) or
     (ii), (B) shares issued upon the conversion of any shares of Series A
     Preferred Stock, (C) options issuable pursuant to bona fide employee
     benefit plans or arrangements approved or adopted by the Corporation's
     Board of Directors, and the shares of Common Stock issuable on exercise of
     such options, (D) warrants issued by the Corporation pursuant to the
     Purchase Agreement and the shares of Common Stock issuable upon exercise of
     such warrants, (E) Common Stock purchase warrants issued pursuant to that
     certain Subordinated Notes and Warrant Purchase Agreement, dated May 1,
     2000 (the "Note Purchase Agreement") among the Corporation, Quantum
     Industrial Partners LDC and Greenlake Holdings III LLC, and the shares of
     Common Stock issuable upon the exercise of such warrants, and (F) shares
     issuable upon the conversion of any shares of Series B Preferred Stock
     which may be issued upon conversion of the Subordinated Notes issued by the
     Corporation pursuant to the Note Purchase Agreement) at a price per share
     of Common Stock (determined, in the case of rights, options, warrants or
     convertible or exchangeable securities, by dividing (x) the total
     consideration received or receivable by the Corporation in consideration of
     the sale or issuance of such rights, options, warrants or convertible or
     exchangeable securities, plus the total consideration payable to the
     Corporation upon exercise or conversion or exchange thereof, by (y) the
     total number of shares of Common Stock covered by such rights, options,
     warrants or convertible or exchangeable securities) lower than either the
     Current Market Price per share of Common Stock or the Conversion Price
     immediately prior to such sale or issuance, then the Conversion Price shall
     be reduced to the price determined by multiplying the Conversion Price in
     effect immediately prior thereto by a fraction, the numerator of which
     shall be the sum of (I) the number of shares of Common Stock outstanding
     immediately prior to such sale or issuance, plus (II) the quotient obtained
     by dividing the aggregate consideration received (determined as provided
     below) for such sale or issuance by the Applicable Price, and the
     denominator of which shall be the total number of shares of Common Stock
     outstanding immediately after such sale or issuance. Such adjustment shall
     be made successively whenever such sale or issuance is made. For the
     purposes of such adjustments, the shares of Common Stock which the holder
     of any such rights, options, warrants, or convertible or exchangeable
     securities shall be entitled to
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     subscribe for or purchase shall be deemed to be issued and outstanding as
     of the date of such sale or issuance and the consideration "received" by
     the Corporation therefor shall be deemed to be the consideration actually
     received or receivable by the Corporation (plus any underwriting discounts
     or commissions in connection therewith) for such rights, options, warrants
     or convertible or exchangeable securities, plus the consideration stated in
     such rights, options, warrants or convertible or exchangeable securities to
     be payable to the Corporation for the shares of Common Stock covered
     thereby. If the Corporation shall sell or issue shares of Common Stock for
     a consideration consisting, in whole or in part, of property other than
     cash or its equivalent, then in determining the "price per share of Common
     Stock" and the "consideration" received or receivable by or payable to the
     Corporation for purposes of the first sentence and the immediately
     preceding sentence of this Section 5(c)(iii), the fair value of such
     property shall be determined in good faith by the Board of Directors of the
     Corporation and shall be the value which is agreed upon by at least 75% of
     the members thereof or if 75% of the members of the Board of Directors of
     the Corporation are unable to agree upon the value of such consideration,
     the value thereof shall be determined by an independent investment bank of
     nationally recognized stature that is selected by 75% of the members of the
     Board of Directors. The determination of whether any adjustment is required
     under this Section 5(c)(iii) by reason of the sale and issuance of rights,
     options, warrants or convertible or exchangeable securities and the amount
     of such adjustment, if any, shall be made only at the time of such issuance
     or sale and not at the subsequent time of issuance or sale of Common Stock
     upon the exercise or conversion of such rights, options, warrants or
     convertible or exchangeable securities. Upon the expiration of any such
     options, warrants or rights, the termination of any such rights to convert
     or exchange or the expiration of any options, warrants or rights related to
     such convertible or exchangeable securities, the then current Conversion
     Price, to the extent in any affected by or computed using such options,
     warrants, rights or securities or options or rights related to such
     securities, shall be recomputed to reflect the issuance of only the number
     of shares of Common Stock actually issued upon the exercise of such
     options, warrants or rights, upon the conversion or exchange of such
     securities or upon the exercise of the options or rights related to such
     securities.

          6.  Section 6(a) of the Certificate of Designation is hereby amended
to read in its entirety as follows:

                    (a) Redemption Demand.  Upon the demand of the holders of at
                        -----------------
     least 75% of the outstanding shares of Series A Preferred Stock made in
     writing to the Corporation at any time after October 1, 2008 (a "Redemption
     Demand"), the Corporation shall be required to redeem all of the shares of
     Series A Preferred Stock, at a redemption price per share equal to the
     Liquidation Preference per share plus an amount in cash equal to the
     product of (x) 15% of the then current Liquidation Preference, multiplied
     by (y) a fraction, the numerator of which is the actual number of days from
     (and including) the most recent Dividend Payment Date to (but excluding)
     the Redemption Date, and the denominator of which is 365 (the "Redemption
     Price"), but only to the extent that (A) funds are legally available
     therefor, (B) such redemption would not cause a default or event of default
     under any
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     documents governing the Corporation's outstanding indebtedness or lines of
     credit, and (C) such redemption would not violate the terms governing any
     Senior Stock then outstanding. If at the time a Demand Notice is received
     by the Corporation funds are legally available to redeem some but not all
     of the outstanding shares of Series A Preferred Stock, then the Corporation
     shall redeem as many shares of Series A Preferred Stock as its legally
     available funds permit.

          7.  Section 6(b) of the Certificate of Designation is hereby amended
to read in its entirety as follows:

                         (b) Redemption at Corporation's Option. On and after
                             ----------------------------------
     the date on which fewer than 10% of the shares of Series A Preferred Stock
     issued on the Series A Preferred Stock Issue Date remain outstanding, the
     Corporation shall have the right, at its sole option and election, to
     redeem all of the outstanding shares of Series A Preferred Stock, on not
     less than 30 days' notice of the date of redemption (any such redemption
     date pursuant to this Section 6(b) being referred to herein as an "Optional
     Redemption Date") at a redemption price per share equal to the Liquidation
     Preference per share plus an amount in cash equal to the product of (x) 15%
     of the then current Liquidation Preference, multiplied by (y) a fraction,
     the numerator of which is the actual number of days from (and including)
     the most recent Dividend Payment Date to (but excluding) the Optional
     Redemption Date, and the denominator of which is 365 (the "Optional
     Redemption Price"), but only to the extent that (A) funds are legally
     available therefor, (B) such redemption would not cause a default or event
     of default under any documents governing the Corporation's outstanding
     indebtedness or lines of credit, and (C) such redemption would not violate
     the terms governing any Senior Stock then outstanding.

          8.   Section 8 of the Certificate of Designation is hereby amended to
read in its entirety as follows:

               8.  Reissuance of Series A Preferred Stock.  Shares of Series A
                   --------------------------------------
     Preferred Stock that have been issued and reacquired in any manner,
     including shares purchased or redeemed or exchanged, shall (upon compliance
     with any applicable provisions of the laws of Delaware) have the status of
     authorized and unissued shares of preferred stock undesignated as to series
     and may be redesignated and reissued as part of any series of preferred
     stock (other than Series A Preferred Stock or Series B Preferred Stock).

          9.   Section 10 of the Certificate of Designation is hereby amended to
add the following additional defined terms:

               "Senior Stock" means the outstanding shares of Series B Preferred
     Stock.

               "Series B Preferred Stock" means the outstanding shares of the
     Corporation's Series B Convertible Preferred Stock, par value $.01 per
     share.
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          10.  Such amendments were duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware and by Section 7(c) of the Certificate of Designation.

          IN WITNESS WHEREOF, the Corporation has authorized the undersigned to
execute this certificate on this second day of May, 2000.

                              OUTBOARD MARINE CORPORATION


                              By: /s/ Eric T. Martinez
                                  --------------------
                                  Name: Eric T. Martinez
                                  Title:  Interim CFO and Vice President and
                                    Treasurer