EXHIBIT 10(lxviii)

                                 AMENDMENT NO. 1
                                     TO THE
                      NACCO MATERIALS HANDLING GROUP, INC.
                              UNFUNDED BENEFIT PLAN
              (AS AMENDED AND RESTATED EFFECTIVE SEPTEMBER 1, 2000)

                  NACCO Materials Handling Group, Inc. adopts this Amendment
No. 1 to the NACCO Materials Handling Group, Inc. Unfunded Benefit Plan (As
Amended and Restated Effective September 1, 2000) (the "Plan"), effective as of
October 1, 2000. Words and phrases used herein with initial capital letters
which are defined in the Plan are used herein as so defined.

                                    SECTION 1

                  Sections 2.12(a), 2.12(b), 2.12(c) and 2.12(d) of the Plan are
hereby amended in their entirety to read as follows:

         "(a) For purposes of Section 3.1 of the Plan, the term "Participant"
means an Employee of the Company who is a Participant in the profit sharing
portion of the Profit Sharing Plan (i) whose profit sharing benefit for a Plan
Year is limited by the application of Section 401(a)(17) or 415 of the Code and
(ii) whose base salary or annual base rate of pay for such Plan Year was at
least $115,000.

         (b) For purposes of Section 3.2 of the Plan, the term "Participant"
means (i) any Employee of the Company who made Excess Deferrals under the Plan
prior to January 1, 1996 and (ii) any Employee of the Company whose base salary
or annual base rate of pay for the Plan Year in which a deferral election is
required is at least $115,000, who is listed on Exhibit A hereto and who is
eligible to make Excess Deferrals on or after January 1, 2000.

         (c) For purposes of Sections 3.3 and 3.4 of the Plan, the term
"Participant" means a 401(k) Employee (i) who is unable to make all of the
Before-Tax Contributions that he has elected to make to the Profit Sharing Plan,
or is unable to receive the maximum amount of Matching Contributions under the
Profit Sharing Plan due to the limitations of Section 402(g), 401(a)(17),
401(k)(3) or 401(m) of the Code and (ii) whose base salary or annual base rate
of pay for the Plan Year in which a deferral election is required is at least
$115,000.

         (d) For purposes of Section 3.5 of the Plan, the term "Participant"
means an Employee of the Company (i) who is a participant in the LTIP Plan, (ii)
who, both at the time the deferral election is required and the time the
deferral becomes effective, is either a U.S. citizen, a nonresident alien who is
covered on a U.S. payroll or a citizen or resident of the United Kingdom
(referred to herein as "UK Participants"), Brazil, Italy or Mexico and (iii)
whose base salary or annual base rate of pay for the Plan Year in which a
deferral election is required was at least $115,000 (U.S.). In addition, the
Employee must either be an active Employee at the time the deferral becomes
effective or must have "Retired" as such term is defined in the LTIP Plan."

                                    SECTION 2

                  Section 2.12(f) of the Plan is hereby amended by adding the
following new sentence to the end thereof:




                  "Notwithstanding the change in eligibility requirements which
                  became effective as of October 1, 2000, any Employee of the
                  Company who (i) was eligible to participate in the Plan as of
                  September 30, 2000 and (ii) actually had amounts allocated to
                  an Account under the Plan as of such date, shall remain as an
                  eligible Participant in the Plan on and after October 1, 2000;
                  provided that his total compensation is at least equal to the
                  compensation limit specified in Code Section 414(q) relating
                  to Highly Compensated Employees."

                                            NACCO MATERIALS HANDLING GROUP, INC.


Date: 2/19/01                               By: /s/ James M. Phillips
     ------------                               --------------------------------
                                                Title: Vice President-Human
                                                       Resources



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