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                                                                    EXHIBIT 10.3

                                AMENDMENT NO.1
                                      TO
                               ZERO CORPORATION
                             1994 STOCK OPTION PLAN



     This Amendment No. 1 to ZERO Corporation 1994 Stock Option Plan (this
"Amendment") is effective as of July 24, 1996.

     WHEREAS, on July 24, 1996 the Board of Directors of ZERO Corporation, a
Delaware corporation, adopted and approved an amendment to the ZERO Corporation
1994 Stock Option Plan (the "Plan"), as set forth herein.

     NOW, THEREFORE, the Plan is amended and modified as follows:

     1.     Section 11 is added and reads in its entirety as follows:

     SECTION 11.  VESTING UPON DEATH, PERMANENT DISABILITY OR RETIREMENT OF
                  EMPLOYEES.

          Notwithstanding any provision to the contrary in this Plan or in
     any grant of an Award hereunder, the provisions set forth in this
     section shall govern the time at which Awards granted hereunder to
     Employees shall become exercisable ("vest") in the event of death,
     Permanent Disability (as hereinafter defined) or Retirement (as
     hereinafter defined).

          (a)   If an Employee ceases to be employed by the Company by reason
          of such Employee's death or Permanent Disability, then 

                (i)   all Awards granted hereunder to such Employee that have
                not vested shall fully vest as of the date of such
                Employee's death or Permanent Disability, and 

                (ii)  the Awards granted to such Employee shall terminate upon
                the earlier of the applicable date of expiration of such
                Awards, or the first anniversary of the date of such
                Employee's death or Permanent Disability.  "Permanent 
                Disability" shall mean the inability to engage in any
                substantial gainful activity by reason of any medically
                determinable physical or mental impairment that can be
                expected to result in death or which has lasted or can be
                expected to last for a continuous period of not less than
                12 months.  An Employee shall not be deemed to have a
                Permanent Disability until proof of the existence thereof
                shall have been furnished to the Committee in such form
                and manner, and at such times, as the Committee may
                require.  Any determination

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                by the Committee that an Employee does or does not have a 
                Permanent Disability shall be final and binding upon the 
                Company and such Employee.

          (b)   If an employee ceases to be employed by the Company by reason
          of such employee's retirement at age 55 or older (referred to 
          as "Retirement"), then 

                (i) all Awards granted hereunder to such employee that have
                not vested shall continue to vest at such time and in
                such manner as originally set forth in the agreement
                pertaining to the Award, until and including the day
                immediately preceding the first anniversary of the date
                of such employee's Retirement, and 

                (ii) the Awards granted to such employee, whether or not
                vested, shall terminate upon the earlier of the
                applicable date of expiration of such Awards, or the
                first anniversary of the date of such employee's
                Retirement.

     2.     Except as hereby amended, the Plan remains unmodified and in full
force and effect.

     IN WITNESS WHEREOF, the Company has caused this Amendment No. 1 to be
executed by its duly authorized officer effective the day and year first above
written.

                                          ZERO CORPORATION

		
                                          By:    S/ANITA J. CUTCHALL    
                                                 Vice President-Legal
                                                 and Corporate Secretary

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                            AMENDMENT NUMBER THREE
                                ZERO CORPORATION
                             1994 STOCK OPTION PLAN


     WHEREAS, ZERO Corporation (the "Company") desires to amend its 1994 Stock
Option Plan (the "Plan") to allow for the naming of death beneficiaries to
exercise remaining options available upon the death of an optionholder so as to
avoid the inclusion of options in an optionholder's probate estate in certain
jurisdictions;

     NOW, THEREFORE, the Plan shall be amended as follows, effective October 22,
1997:

     1.   Section 4(j) shall be amended to read as follows:

          Each Nonemployee Director Option shall be nontransferable by the
     Optionee other than pursuant to a beneficiary designation made under
     Section 12(a) hereof or by will or the laws of descent and distribution,
     and shall be exercisable, during the optionee's lifetime, only by the
     optionee or his guardian or legal representative.

     2.   A new Section 12 shall be added to read as follows:


     SECTION 12.  MATTERS PERTAINING TO THE DEATH OF AN OPTIONEE

          (a)  Effect of Death.  In the event of the death of any optionee
     hereunder, the term "optionee" as used hereunder shall thereafter be deemed
     to refer to the beneficiary or beneficiaries designated pursuant to Section
     16(b) hereof, or, if no such designation is in effect, the person to whom
     the optionee's rights passed by will or applicable law, or, if no such
     person has such right, the executor or administrator of the estate of such
     optionee.  Further, an Option may be exercised to the extent, and only to
     the extent, that the Option or portion thereof was exercisable or became
     exercisable on the date of death.

          (b)  Designation of Beneficiaries.  An optionee hereunder may file
     with the Committee a written designation of a beneficiary or beneficiaries
     under this Plan on a form and in such manner as the Committee prescribes
     and may from time to time revoke or amend any such designation.  Any
     designation of beneficiary under the Plan shall be controlling over any
     other disposition, testamentary or otherwise; provided, however that if the
     Committee is in doubt as to the entitlement of any such beneficiary to any
     option, the Committee may determine to recognize only the legal
     representative of the optionee, in which case the Company, the Committee
     and the members thereof shall not be under any further liability to anyone.
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     IN WITNESS WHEREOF, the Company has caused this Amendment Number Three to
be executed by its duly authorized officer this 22nd day of October, 1997.

                              ZERO CORPORATION



                              By: /s/ ANITA J. CUTCHALL
                              ---------------------------------
                                      Anita J. Cutchall
                                      Vice President-Legal and
                                      Corporate Secretary