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                                                                    EXHIBIT 4.30



                            CERTIFICATE OF AMENDMENT

                                       OF

                    CERTIFICATE OF THE POWERS, DESIGNATIONS,

                         PREFERENCES AND RIGHTS OF THE

                     SERIES C 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 C Convertible Preferred Stock, Par Value
$.01 Per Share (the "Certificate of Designation"), with the Secretary of State
was 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 2 of the Certificate of Designation as now in effect is
hereby amended to read in its entirety as follows:

               2.  Rank.  The Series D 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 then outstanding shares of Senior Stock, (ii) on parity with the
     then outstanding shares of Parity Stock, and (iii) 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")),
     the Series A Preferred Stock and to each other class or series of capital
     stock of the Corporation hereafter created other than Senior Stock and
     Parity Stock (the Common Stock, the Series A Preferred Stock and each other
     class or series of capital stock of the Corporation other than Senior Stock
     and Parity 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, (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
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     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 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
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     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 as now in effect 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 Parity Stock made in writing to the
     Corporation at any time after October 1, 2008 (a "Redemption Demand"), the
     Corporation shall be required to redeem (i) all of the shares of Series C
     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"), and
     (ii) all of the outstanding shares of each other series of Parity Stock in
     accordance with the terms of such security, but only, in each case, 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.  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 Parity Stock, including, without limitation, the shares of Series
     C Preferred Stock, then the Corporation shall redeem as many shares of
     Parity Stock, including, without limitation, the shares of Series C
     Preferred Stock, as its legally available funds permit.

          7.  Section 6(b) of the Certificate of Designation as now in effect 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 C Preferred Stock
     issued on the Series C 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 C 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
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     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, (C) such
     redemption would not violate the terms governing any Senior Stock then
     outstanding, and (D) the Corporation redeems all outstanding shares of the
     other series of Parity Stock to the extent permitted to do so in accordance
     with the terms thereof.

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

               8.  Reissuance of Series C Preferred Stock.  Shares of Series C
     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).

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

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

               "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.

          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 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: Senior Vice President Finance and Treasurer