CHROMCRAFT REVINGTON INC
<DOCUMENT>
<TYPE>EX-10.32
<SEQUENCE>4
<FILENAME>ex10-32.txt
<TEXT>
                                                                   Exhibit 10.32

                                SECOND AMENDMENT
                                     TO THE
                              CHROMCRAFT REVINGTON
                         EMPLOYEE STOCK OWNERSHIP TRUST


     WHEREAS, Chromcraft Revington, Inc. (the "Company") maintains the
Chromcraft Revington Employee Stock Ownership Trust, effective as of January 1,
2002 (the "Trust"); and

     WHEREAS, on July 14, 2003, the Company and LaSalle Bank National
Association ("LaSalle") entered into an Engagement Letter pursuant to which
LaSalle will become the successor Trustee under the Trust ("LaSalle Engagement
Letter"); and

     WHEREAS, the Board of Directors of the Company has (i) determined, in its
best business judgment, that it is in the best interests of the Company and its
employees to amend the Trust to appoint LaSalle as the successor Trustee of the
Trust, with the effect that, except as otherwise provided in paragraphs 2.4 and
4.11 of the Trust, the LaSalle Engagement Letter, shall be superceded by the
Trust, as amended, and (ii) authorized such amendment to the Trust as set forth
below;

     NOW, THEREFORE, pursuant to the amending power reserved to the Company
under Section 8.1 of the Trust, the Trust is amended, effective as of July 14,
2003, in the following particulars:

     1.   The first sentence of Section 2.4 of the Trust is amended to read as
          follows:

          "The Trustee shall be entitled to reasonable compensation for its
          services, as agreed to between the Company and the Trustee from time
          to time in writing, and as initially set forth in Sections 8, 9 and 10
          of the LaSalle Engagement Letter, and to reimbursement of all
          reasonable expenses incurred by the Trustee in the administration of
          the Trust. "

     2.   Section 4.11 of the Trust is amended to read as follows:

          "4.11. Indemnification. The Company shall indemnify and save harmless
     the Trustee, its directors, officers, employees, successors and assigns
     from and against any and all liability, including all expenses reasonably
     incurred in its defense, pursuant to the indemnification provisions of the
     LaSalle Engagement Letter, a copy of which is attached hereto as Exhibit A.
     This Trust amendment replaces and supersedes the LaSalle Engagement Letter
     with respect to all matters regarding the Plan and Trust which arise after
     the date of this amendment; provided however, that the provisions of
     Sections 14, 15, 16, 17, 18 of the LaSalle Engagement Letter shall survive
     the termination thereof and remain in effect hereunder, subject to the
     provisions hereof.

          The Trust will remain the same in all other respects.

     IN WITNESS WHEREOF, the Company has caused this Second Amendment to be
signed on its behalf by its undersigned duly authorized officers and the Trustee
has caused this Second Amendment to be signed on its behalf by its undersigned
duly authorized officers this __ day of September 2003, but effective as of July
14, 2003.


<PAGE>

                                       CHROMCRAFT REVINGTON, INC.


                                       By: /s/ Michael E. Thomas
                                           ---------------------------
                                           Michael E. Thomas, Chairman
ATTEST:


By: /s/ Frank T. Kane
    ------------------------
    Frank T. Kane, Secretary

                                      LASALLE BANK NATIONAL ASSOCIATION


                                      By:  /s/ E. Vaughn Gordy
                                           ---------------------------
                                           E. Vaughn Gordy, Sr. Vice President

ATTEST:


By:     /s/ Kathleen R. Ursa
        --------------------

Title:  First Vice President
        --------------------





</TEXT>
</DOCUMENT>
