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                                                                 EXHIBIT 10.41


                       SECOND AMENDMENT TO LOAN AGREEMENT

                                    BETWEEN

                             STANDARD FEDERAL BANK

                                      AND

              MCCLAIN INDUSTRIES, INC., MCCLAIN OF GEORGIA, INC.,
                      SHELBY STEEL PROCESSING COMPANY,
                    MCCLAIN TUBE COMPANY D/B/A QUALITY TUBE,
                      MCCLAIN INDUSTRIES OF OHIO, INC. AND
                            EPCO MANUFACTURING, INC.

     THIS AMENDMENT AGREEMENT made and delivered this 22nd day of June,
1995, by and between McClain Industries, Inc., a Michigan corporation,
McClain of Georgia, Inc., a Georgia corporation, Shelby Steel Processing
Company, a Michigan corporation, McClain Tube Company d/b/a Quality Tube, a
Michigan corporation, McClain Industries of Ohio, Inc., a Michigan corporation
(collectively, "Borrower"), and Epco Manufacturing, Inc. ("Epco"), a New York
corporation, whose address/principal office is 6200 Elmridge, Sterling Heights,
Michigan 48310, and Standard Federal Bank, a federal savings bank ("Standard
Federal"), whose address is 2600 West Big Beaver Road, Troy, Michigan 48084.

RECITALS:

         A.      On September 15, 1994, the Borrower and Standard Federal
entered into a Loan Agreement, as amended by a First Amendment to Loan
Agreement, dated February 16, 1995 (the "Loan Agreement"), pursuant to which
the Borrower opened a revolving line of credit facility with Standard Federal,
Loan No. 0250006199, with a credit limit of up to $9,500,000.00 (the "Line of
Credit"), as evidenced by an Amended and Restated Promissory Note (Line of
Credit), dated February 16, 1995, in the principal amount of $9,500,000.00 (the
"Note"), secured by a Security Agreement dated September 15, 1994 (the
"Security Agreement").

         B.      The Borrower has requested an increase in the credit limit of
the Line of Credit and a change in the advance formula thereunder, as herein
provided, and Standard Federal is willing to supply such financing subject to
the terms and conditions set forth in this Amendment Agreement.

         C.      The Borrower has also requested the extension of an additional
equipment purchase line of credit and a term loan, as herein provided, and
Standard Federal is willing to supply such financing subject to the terms and
conditions set forth in this Amendment Agreement.

         NOW, THEREFORE, in reliance upon the representations herein provided 
and in consideration of the premises and the mutual prom-
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ises herein contained, the Borrower and Standard Federal hereby 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 Amendment Agreement and the Loan Agreement (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 Security Agreement is valid and enforceable in accordance
with its terms.  Standard Federal's security interest in the collateral
described in the Security Agreement is valid and perfected and Borrower is
aware of no claims or interests in such collateral prior or paramount to
Standard Federal's.

         3.      Section 1.1 of the Loan Agreement is hereby deleted in its
entirety and  replaced by the following new Section 1.1:

         1.1              Standard Federal hereby extends to the Borrower a
         revolving line of credit (the "Line of Credit") which shall not exceed
         at any one time outstanding the Credit Limit as hereafter defined.
         The term "Credit Limit" shall mean the lesser of: (a) Eleven Million
         and 00/100 Dollars ($11,000,000.00), or (b) an amount equal to the sum
         of: (i) an amount equal to 80% of Eligible Accounts Receivable, plus
         (ii) an amount equal to the lesser of: (1) Seven Million Five Hundred
         Thousand and 00/100 Dollars ($7,500,000.00), or (2) an amount equal to
         50% of Qualified Inventory.  As used herein, the term "Eligible
         Accounts Receivable" shall mean accounts receivable of the Borrower
         less than 90 days old, not doubtful as to collectibility or disputed
         as to existence or amount or subject to offset, contra-indebtedness or
         return and not intra-company or owing from any affiliated or related
         company or other entity, exclusive of any account receivable arising
         under a government contract, the assignment of which is subject to the
         Assignment of Claims Act of 1940, as amended, or any other similar
         federal or state statute or regulation governing the assignment of
         contracts with a governmental agency.  The term "Qualified Inventory"
         shall mean the inventory of Borrower in which Standard Federal holds a
         perfected first security interest exclusive of any returned or damaged
         items and work-in-process.

         4.      Simultaneously with the execution of this Amendment Agreement,
the Borrower shall execute and deliver to Standard Federal a Second Amended and
Restated Promissory Note (Line of Credit) in the stated principal amount of
$11,000,000.00 (the "Amended Note") to evidence the Line of Credit as hereby
amended


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and to replace the Note.  The "Line of Credit Note" referred to in the Loan
Agreement shall hereafter be deemed to refer to the Amended Note.

         5.      Epco is hereby added as a borrower under the Loan Agreement
and the term "Borrower," as used in the Loan Agreement, shall hereafter be
deemed to refer to Epco, jointly and severally with the other entities referred
to as "Borrower" in the Loan Agreement.  Epco shall also execute and deliver
the Amended Note, jointly and severally, with the other entities referred to as
"Borrower" in the Loan Agreement.  Epco shall also execute and deliver to
Standard Federal with this Amendment Agreement a Security Agreement whereby
Epco shall grant to Standard Federal a security interest of first priority in
all personal property of Epco, in accordance with the provisions of Section
5.1(b) of the Loan Agreement.

         6.      The following new sections are hereby added to the Loan
Agreement:

         SECTION 1A1.            EQUIPMENT PURCHASE LINES OF CREDIT

         1A1A.1      First Line of Credit

         1A1A.1(a)  Standard Federal hereby extends to the Borrower a revolving
         line of credit (the "First Line of Credit") which shall not exceed at
         any one time outstanding the principal amount of Four Hundred Twenty
         Six Thousand and 00/100 Dollars ($426,000.00) (the "First Credit
         Limit").

         1A1A.1(b)  The First Line of Credit herein extended shall be subject 
         to the terms and conditions of a Promissory Note (Line of Credit with
         Term Provisions) (First Line of Credit), in the principal amount of
         Four Hundred Twenty Six Thousand and 00/100 Dollars ($426,000.00), of
         even date herewith and all renewals and amendments thereof (the "First
         Line of Credit Note").  This Loan Agreement and the First Line of 
         Credit Note are of equal materiality and shall each be construed in
         such manner as to give full force and effect to all provisions of both
         documents.

         1A1A.1(c)  If at any time the amount outstanding under the First
         Line of Credit shall exceed the First Credit Limit, Borrower shall, on
         demand, forthwith pay to Standard Federal such sums as are necessary
         to reduce the amount outstanding to an amount not greater than the
         First Credit Limit.

         1A1A.1(d)  Each advance under the First Line of Credit shall be
         used solely for the purchase of equipment.  Each advance shall be in
         an amount not in excess of Eighty Five percent (85.0%) of the cost to
         the Borrower of the equipment to be purchased with such advance.
         Standard Federal shall make advances under


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         the First Line of Credit only upon receipt by it in a form
         satisfactory to it of a true and authentic copy of the dealer invoice
         for the equipment purchased or to be purchased with the advance.

         1A1A.1(e)  Standard Federal shall, from time to time to and
         until January 1, 1996 (the "First Term Date"), make advances to
         Borrower under the First Line of Credit upon request therefor by
         Borrower, subject to the other conditions contained in the First Line
         of Credit Note.

         1A1A.1(f)  Accrued interest shall be payable under the First
         Line of Credit Note on the 1st day of each month beginning on August
         1, 1995 through and including the First Term Date.  From and after the
         First Term Date, Standard Federal shall make no further advances under
         the First Line of Credit and the outstanding principal balance
         thereunder as of the First Term Date, with interest, shall be repaid
         in consecutive monthly payments of principal, each in the amount
         determined by dividing the outstanding principal balance under the
         First Line of Credit Note as of the First Term Date by 78, plus
         interest accrued to the due date of each such payment, commencing on
         February 1, 1996 and continuing on the same day of each consecutive
         month thereafter and a final payment on July 1, 2002 in an amount
         equal to the then unpaid principal and accrued interest under the
         First Line of Credit Note.

         1A1B.2           Second Line of Credit

         1A1B.2(a)  Standard Federal hereby extends to the Borrower an
         additional revolving line of credit (the "Second Line of Credit") (the
         First Line of Credit and the Second Line of Credit are sometimes
         herein collectively referred to as the "Line of Credit") which shall
         not exceed at any one time outstanding the principal amount of Four
         Hundred Twenty Six Thousand and 00/100 Dollars ($426,000.00), less the
         principal outstanding under the First Line of Credit as of the First
         Term Date (the "Second Credit Limit").

         1A1B.2(b)  The Second Line of Credit herein extended shall be subject
         to the terms and conditions of a Promissory Note (Line of Credit with 
         Term Provisions) (Second Line of Credit), in the principal amount of
         Four Hundred Twenty Six Thousand and 00/100 Dollars ($426,000.00), of
         even date herewith and all renewals and amendments thereof (the
         "Second Line of Credit Note") (the First Line of Credit Note and the
         Second Line of Credit Note are sometimes herein collectively referred
         to as the "Line of Credit Notes").  This Loan Agreement and the Second
         Line of Credit Note are of equal materiality and shall each be
         construed in such manner as to give full force and effect to all
         provisions of both documents.


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         1A1B.2(c)  If at any time the amount outstanding under the Second Line
         of Credit shall exceed the Second Credit Limit, Borrower shall, on
         demand, forthwith pay to Standard Federal such sums as are necessary 
         to reduce the amount outstanding to an amount not greater than the
         Second Credit Limit.

         1A1B.2(d)  Each advance under the Second Line of Credit shall be used
         solely for the purchase of equipment.  Each advance shall be in an
         amount not in excess of Eighty Five percent (85.0%) of the cost to
         the Borrower of the equipment to be purchased with such advance.
         Standard Federal shall make advances under the Second Line of Credit
         only upon receipt by it in a form satisfactory to it of a true and
         authentic copy of the dealer invoice for the equipment purchased or to
         be purchased with the advance.

         1A1B.2(e)   Standard Federal shall, from time to time after the First
         Term Date and to and until July 1, 1996 (the "Second Term Date"), make
         advances to Borrower under the Second Line of Credit upon request 
         therefor by Borrower, subject to the other conditions contained in the
         Second Line of Credit Note.

         1A1B.2(f)   Accrued interest shall be payable under the Second Line of
         Credit Note on the 1st day of each month beginning on February 1, 1996
         through and including the Second Term Date.  From and after the Second
         Term Date, Standard Federal shall make no further advances under the
         Second Line of Credit and the outstanding principal balance thereunder
         as of the Second Term Date, with interest, shall be repaid in 
         consecutive monthly payments of principal, each in the amount
         determined by dividing the outstanding principal balance under the
         Second Line of Credit Note as of the Second Term Date by 78, plus
         interest accrued to the due date of each such payment, commencing on
         August 1, 1996 and continuing on the same day of each consecutive
         month thereafter and a final payment on January 1, 2003 in an amount
         equal to the then unpaid principal and accrued interest under the
         Second Line of Credit Note.

         SECTION 1A2.           MCCLAIN/EPCO TERM LOAN

         1A2.1     Standard Federal hereby extends to the Borrower a term loan
         (the "McClain/Epco Term Loan") in the principal amount of Two Hundred
         Forty Thousand and 00/100 Dollars ($240,000.00).

         1A2.2     The McClain/Epco Term Loan herein extended shall be subject
         to the terms and conditions of a Promissory Note (Term Loan) of even 
         date herewith and all renewals and amendments thereof (the
         "McClain/Epco Term Note").  The McClain/Epco Term Loan shall be 
         payable and shall bear interest as set forth in the McClain/Epco Term
         Note.  This Loan Agreement and the


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         McClain/Epco Term Note are of equal materiality and shall each be
         construed in such manner as to give full force and effect to all
         provisions of both documents.

         7.      Except as herein amended, the Loan Agreement and Security
Agreement shall remain in full force and effect.

         IN WITNESS WHEREOF, the Borrower and Standard Federal have caused this
Amendment Agreement to be executed as of the day and year first written above.


                                           BORROWER:

                                           MCCLAIN INDUSTRIES, INC., a Michigan
                                                corporation


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

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


                                           38-1867649                      
                                           ----------------------------------
                                           Taxpayer Identification Number


                                           MCCLAIN OF GEORGIA, INC., a Georgia
                                                corporation


                                           By:                             
--------------------------                      -----------------------------
                                                Carl L. Jaworski

                                                Its: Secretary            
                                                    -------------------------


                                           58-1738825                      
                                           ----------------------------------
                                           Taxpayer Identification Number


                                           SHELBY STEEL PROCESSING COMPANY, a
                                                Michigan corporation


                                           By:                             
--------------------------                      -----------------------------
                                                Carl L. Jaworski

                                                Its: Secretary            
                                                     ------------------------

                                           38-2205216                      
                                           ----------------------------------
                                           Taxpayer Identification Number


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                                         MCCLAIN TUBE COMPANY d/b/a QUALITY
                                              TUBE, a Michigan corporation


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

                                               Its: Treasurer            
                                                   -----------------------
                                                   
                                              
                                         --------------------------------
                                         Taxpayer Identification Number


                                         MCCLAIN INDUSTRIES OF OHIO, INC., a
                                              Michigan corporation


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

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

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


                                         EPCO MANUFACTURING, INC., a New York
                                              corporation


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

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


                                         38-                             
                                         --------------------------------
                                         Taxpayer Identification Number


                                         STANDARD FEDERAL BANK, a
                                            federal savings bank



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


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


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