WITNESSETH ---------- WHEREAS, a Resignation Agreement and General Release was entered into between the Company and the Employee as of November 5, 1997 (the "Agreement");

                                                                   Exhibit 10.40


                [LETTERHEAD OF ATLAS CORPORATION APPEARS HERE]

             AMENDMENT TO RESIGNATION AGREEMENT AND GENERAL RELEASE

     THIS AMENDMENT TO THE RESIGNATION AGREEMENT AND GENERAL RELEASE, made and
entered into as of the 14th day of January, 1997, by and between XXXXXX X. XXXXX
(the "Employee") and ATLAS CORPORATION, a corporation organized under the laws
of Delaware (the "Company") (the "Amendment").

                                   WITNESSETH
                                   ----------
                                        
     WHEREAS, a Resignation Agreement and General Release was entered into
between the Company and the Employee as of November 5, 1997 (the "Agreement");

     WHEREAS, Section 3(a) of the Agreement provided for the payment by the
Company to the Employee of $300,000 in a lump sum payment on January 2, 1997;

     WHEREAS, because of cash flow problems, the Company advised the Employee
that it could not pay such amount at this time; and

     WHEREAS, the Company and the Employee have agreed that it would be in their
mutual best interest to amend the Agreement to set forth a new payment schedule,
whereby the Employee would receive a portion of the amount due immediately, and
the remainder in a series of payments through June 13, 1997.

     NOW, THEREFORE, in consideration of the premises and mutual promises
contained in this Amendment, the parties agree as follows:

     1.  The provision of Section 3(a) of the Agreement which currently reads
"...on January 2, 1997, a check in the amount of $300,000..." is hereby amended
to read as follows: "... on the date of this Amendment a check in the amount of
$50,000, and on each of February 13, 1997, March 13, 1997, April 14, 1997, May
13, 1997 and June 13, 1997 a check in the amount of $50,000.  In addition, the
final payment to be made on June 13, 1997 shall include interest at the rate of
1% per month on the unpaid balance from time to time outstanding from January 2,
1997 through the date of such final payment.

 
AMENDMENT TO RESIGNATION AGREEMENT AND GENERAL RELEASE
Page 2 of 2



     2.  Apart from this Amendment; the Agreement shall remain in full force and
effect.

     IN WITNESS WHEREOF, the parties have duly executed this Amendment to the   
Agreement as of the date first set forth above.

                                        ATLAS CORPORATION


/s/ Xxxxxx X. Xxxxx                     /s/ Xxxxxx X. Xxxx
-------------------                     ------------------
Xxxxxx X. Xxxxx                         Xxxxxx X. Xxxx