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                                                                 EXHIBIT 10.56

Loan No. 0250017683
                           THIRD AMENDMENT AGREEMENT
                                Promissory Note
                     (Line of Credit with Term Provisions)
                            (Second Line of Credit)

     THIS AGREEMENT made this  25th day of   September  , 1995 by and  among
Standard Federal Bank, a federal savings  bank ("Standard Federal"), Galion
Holding Company, a Michigan  corporation, Galion  Solid Waste  Equipment, Inc.,
a Michigan corporation, and Galion  Dump Bodies, Inc., a Michigan corporation
(collectively, "Borrower"), and McClain Industries, Inc. ("Guarantor").

     RECITALS:

     A.   Borrower  executed  and delivered  to  Standard Federal  a
Promissory Note (Line of  Credit with  Term Provisions)  (Second Line  of
Credit)  dated February  6, 1995, as amended  February 27, 1995 and  March 20,
1995,  in the principal amount  of $800,000.00 (the  "Note"), secured by a
Security Agreement dated  September 15, 1994 (the "Security  Agreement"), and
Two Open-End Commercial Mortgages and Assignments of Lease and Rentals dated
June 29, 1993, as amended February  6, 1995 (the "Mortgages") and  guaranteed
by the Guarantor pursuant  to a Guaranty dated  February 6, 1995 (the
"Guaranty").

     B.   The Borrower has requested  a decrease in the effective interest rate
under the Note and Standard Federal and the Guarantor are agreeable thereto.

     NOW, THEREFORE,  in consideration of  the mutual covenants  herein
contained and of other  good and valuable  consideration the  receipt and
sufficiency whereof  are hereby acknowledged,  the  parties  hereto hereby
warrant,  represent and  agree  as follows:

     1.   The  Borrower is a  Michigan corporation in  good standing.   All
corporate resolutions heretofore  delivered to Standard Federal relative to
borrowing money and granting security  interests remain  in full  force and
effect.   Borrower has  duly authorized  and  validly executed  and delivered
this  Amendment Agreement  and such Agreement and the  Note (as hereby
amended) are valid  and enforceable according  to their terms and do not
conflict with  or violate Borrower's corporate charter or  by-laws or any
agreement or covenants to which Borrower is a party.

     2.   The first sentence  of the second paragraph  of the Note is  hereby
deleted in  its  entirety  and  replaced by  the  following  new  sentence,
effective as  of September 25, 1995:

          The principal  outstanding under  this Note  from time  to time  shall
     bear interest ("Effective Interest Rate"), on a basis of a year of 360 
     days for the actual number of
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     days amounts are  outstanding hereunder, at a rate per annum equal to the
     Wall Street Journal Prime Rate.

     3.   Except  as  herein amended,  the  Note, Security  Agreement,
Mortgages and Guaranty shall  remain in  full force and  effect.  This
Amendment Agreement  may be attached to the Note  as a rider, but such
attachment shall not be necessary  to the validity thereof.

     4.   Guarantor acknowledges and  consents to  the amendment to  the Note
herein provided and  agrees that the  Guaranty shall continue and  remain in
full  force and effect with respect to the Note as herein amended.

     IN WITNESS  WHEREOF the parties hereto have executed  this agreement the
day and date first above written.

Witness:                      BORROWER:

                              GALION HOLDING COMPANY, a Michigan
                                   corporation


                              By:
---------------------------      --------------------------------
                                   E. James Zabinski
                                   Vice President/Treasurer

                              Taxpayer Identification Number:
                              38-3060196

                              GALION SOLID WASTE EQUIPMENT, INC.,
                                   a Michigan corporation


                              By:
---------------------------      --------------------------------
                                   E. James Zabinski
                                   Treasurer

                              Taxpayer Identification Number:
                              
                              ----------------------------------

                              GALION DUMP BODIES, INC., a Michigan
                                   corporation


                              By:
---------------------------      --------------------------------
                                   Carl Jaworski
                                   Treasurer

                              Taxpayer Identification Number:

                              ----------------------------------
 

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                              Address:  6200 Elmridge
                              Sterling Heights, MI 48318


                              GUARANTOR:

                              McClain Industries, Inc., a
                                   Michigan corporation



                              By:
--------------------------       --------------------------------
                                   E. James Zabinski


                                   Its: Treasurer                
                                        -------------------------


                              Standard Federal Bank, a federal
                                   savings bank


                              By:
                                 --------------------------------

                                 Its:
                                     ----------------------------


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