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                                                                 EXHIBIT 10.55

Loan No. 0250017732
                           SECOND AMENDMENT AGREEMENT
                                Promissory Note
                     (Line of Credit with Term Provisions)
                             (First 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) (First Line of Credit) dated
February 6, 1995, as amended 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 days amounts are outstanding hereunder, at
      a rate per annum equal to the Wall Street Journal Prime Rate.
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      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:

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

                                    Address:  6200 Elmridge
                                    Sterling Heights, MI 48318





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                                    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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