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                                                                    EXHIBIT 4.23


                            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 amended by the filing
of a Certificate of Amendment with the Secretary of State on May 5, 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 and Series C 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 as now in effect is
hereby amended to read in its entirety as follows:
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               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 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 Senior 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 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, and (I) 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
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     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 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 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 or
     Series C Preferred Stock).

          7.  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 Series B Preferred Stock and Series C
     Preferred Stock that may from time to time be outstanding.

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

              "Series C Preferred Stock" means the shares of the Corporation's
     Series C Convertible Preferred Stock, par value $.01 per share.

          9.  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.

          IN WITNESS WHEREOF, the Corporation has authorized the undersigned to
execute this certificate on this 31st day of May, 2000.

                              OUTBOARD MARINE CORPORATION


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