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                                                                    EXHIBIT 4.29



                            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.  The Certificate of Designation was previously amended by
the filing of  Certificates of Amendment with the Secretary of State on May 5,
2000 and May 31, 2000.

          3.  This Certificate of Amendment amends the Certificate of
Designation, as now in effect, to (i) provide for the issuance of shares Series
D 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.
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          4.  Section 5(c)(iii) of the Certificate of Designation as now in
effect 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 of Common Stock issued upon the conversion of any shares of Series A
     Preferred Stock, (C) Common Stock purchase warrants issued pursuant to the
     Purchase Agreement and the shares of Common Stock issued upon the exercise
     of such warrants, (D) the Subordinated Notes issued under that certain
     Subordinated Note and Warrant Purchase Agreement, dated May 2, 2000, among
     the Corporation, Quantum Industrial Partners LDC and Greenlake Holdings III
     LLC, and any shares of Series B Preferred Stock issued upon conversion
     thereof, (E) shares of Common Stock issued upon the conversion of any
     shares of Series B Preferred Stock, (F) Common Stock purchase warrants
     issued by the Corporation pursuant to that certain Subordinated Note and
     Warrant Purchase Agreement, dated May 2, 2000, among the Corporation,
     Quantum Industrial Partners LDC and Greenlake Holdings III LLC and the
     shares of Common Stock issuable upon exercise of such warrants, (G) shares
     of Series C Preferred Stock issued pursuant to that certain Preferred Stock
     and Warrant Purchase Agreement, dated May 31, 2000, among the Corporation,
     Quantum Industrial Partners LDC and Greenlake Holdings III LLC, and shares
     of Common Stock issued upon the conversion of shares of any shares of
     Series C Preferred Stock, (H) Common Stock purchase warrants issued
     pursuant to that certain Preferred Stock and Warrant Purchase Agreement,
     dated May 31, 2000, among the Corporation, Quantum Industrial Partners LDC
     and Greenlake Holdings III LLC, and shares of Common Stock issued upon the
     exercise of such warrants, (I) shares of Series D Preferred Stock issued
     pursuant to that certain Preferred Stock and Warrant Purchase Agreement,
     dated July __, 2000, among the Corporation, Quantum Industrial Partners LDC
     and Greenlake Holdings V LLC, and shares of Common Stock issued upon the
     conversion of shares of any shares of Series D Preferred Stock, (J) Common
     Stock purchase warrants issued pursuant to that certain Preferred Stock and
     Warrant Purchase Agreement, dated July __, 2000, among the Corporation,
     Quantum Industrial Partners LDC and Greenlake Holdings V LLC, and shares of
     Common Stock issued upon the exercise of such warrants, and (K) 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) 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
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     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 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.

          5.  Section 8 of the Certificate of Designation as now in effect is
hereby amended to read in its entirety as follows:
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               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, Series B Preferred Stock,
     Series C Preferred Stock or Series D Preferred Stock).

          6.  The definition of "Senior Stock" set forth in Section 10 of the
Certificate of Designation as now in effect is hereby amended to read in its
entirety as follows:

               "Senior Stock" means the shares of Series B Preferred Stock,
     Series C Preferred Stock and Series D Preferred Stock that may from time to
     time be outstanding.

          7.  Section 10 of the Certificate of Designation as now in effect is
hereby further amended to add the following additional defined terms:

               "Series D Preferred Stock" means the shares of the Corporation's
     Series D Convertible Preferred Stock, par value $.01 per share, that may
     from time to time be outstanding.

          8.  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 as now in effect.
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          IN WITNESS WHEREOF, the Corporation has authorized the undersigned to
execute this certificate on this 19th day of July, 2000.

                            OUTBOARD MARINE CORPORATION


                            By: /s/ Eric T. Martinez
                                -------------------------
                                Name: Eric T. Martinez
                                Title: Sr. Vice President Finance and Treasurer