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                                                                     EXHIBIT 4.2

                  AMENDMENT NUMBER 1 TO THE WARRANT AGREEMENT

     THIS AMENDMENT NUMBER 1, dated as of August 11, 1999 (the "Amendment") to
the WARRANT AGREEMENT, dated as of July 30, 1999 (the "Warrant Agreement"),
between The Cronos Group, a Luxembourg societe anonyme (the "Company"), First
Union National Bank, a national banking association ("FUNB"), and MeesPierson
N.V., a Naamlose Vennootaschap ("MeesPierson"), together with FUNB, and any
transferee of Warrants or Warrant Stock, the "Warrantholders").

                             W I T N E S S E T H :

     WHEREAS, the Company and the Warrantholders have previously entered into
the Warrant Agreement;

     WHEREAS, the parties wish to amend the Warrant Agreement;

     NOW THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties hereto agree as follows:

SECTION 1.     Defined Terms. Capitalized terms used in this Amendment and not
otherwise defined herein shall have the meanings assigned in the Warrant
Agreement.

SECTION 1.     Amendments to the Warrant Agreement. Effective upon the
execution and delivery of this Amendment, the first full paragraph of Section
8.1 beginning with the words "Subject to the foregoing" is amended to read as
follows:

"Subject to the foregoing, the Company shall prepare and file a registration
statement covering the Registrable Securities so requested to be registered as
soon as practicable and within 60 days after the Closing Date".

SECTION 1.     Representations and Warranties. The Company hereby confirms that
each of the representations and warranties set forth in Section 11 of the
Warrant Agreement are true and correct as of the date first written above with
the same effect as though each had been made as of such date, except to the
extent that any of such representations and warranties expressly relate to
earlier dates.

SECTION 1.     Effectiveness of Amendment.

          (a)  This Amendment shall become effective as of August 2, 1999 (the
"Effective Date").

          (b)  This Amendment shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns.

          (c)  On and after the execution and delivery hereof, (i) this
Amendment  shall be a part of the Warrant Agreement, and (ii) each reference in
the Warrant Agreement to "this
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Warrant Agreement" or "hereof", "hereunder" or works of like import, and each
reference in any other document to the Warrant Agreement shall mean and be a
reference to such Warrant Agreement as amended or modified hereby.

          (d)  Except as expressly amended or modified hereby, the Warrant
Agreement shall remain in full force and effect and are hereby ratified and
confirmed by the parties hereto.

          (e)  The Company and Warrantholders hereby consent to this Amendment
and all of the provisions hereof.

SECTION 1.     Execution in Counterparts, Effectiveness.  This Amendment may be
executed by the parties hereto in separate counterparts, each of which shall be
deemed to be an original and all of which shall constitute together but one and
the same agreement.

SECTION 1.     Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH THE LAWS OF LUXEMBOURG, WITHOUT REFERENCE TO CONFLICT OF LAW PRINCIPLES,
AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH THE LAWS OF LUXEMBOURG.


                              [signatures follow]
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      IN WITNESS WHEREOF, the Company and the Warrantholders have caused this
Amendment Number 1 to be executed by their respective officers thereunto duly
authorized as of the day and year first above written.


                                    THE CRONOS GROUP,
                                    Company


                                    By: /s/ Dennis J. Tietz
                                       -------------------------------------
                                       Name: Dennis J. Tietz
                                       Title: Chief Executive Officer



                                    MEESPIERSON N.V.,
                                    Warrantholder


                                    By: /s/ J.G.H.M. Hanegraff
                                       -------------------------------------
                                       Name: J.G.H.M. Hanegraff
                                       Title: Senior Account Manager



                                    FIRST UNION NATIONAL BANK,
                                    Warrantholder


                                    By: /s/ Jessica Tisdale
                                       -------------------------------------
                                       Name: Jessica Tisdale
                                       Title: Vice President