EXHIBIT 4.2 AMENDMENT NO. 1 TO RIGHTS AGREEMENT AMENDMENT, dated as of March 25, 1997, to the Rights Agreement, dated August 27, 1996 (the "Rights Agreement"), between ECC International Corp., a Delaware corporation (the "Company"), and Mellon Bank,...

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                                                                     EXHIBIT 4.2


                       AMENDMENT NO. 1 TO RIGHTS AGREEMENT




      AMENDMENT, dated as of March 25, 1997, to the Rights Agreement, dated
August 27, 1996 (the "Rights Agreement"), between ECC International Corp., a
Delaware corporation (the "Company"), and Mellon Bank, N.A., as Rights Agent
(the "Rights Agent").

      WHEREAS, the Company and the Rights Agent entered into the Rights
Agreement specifying the terms of the Rights (as defined therein); and

      WHEREAS, the Company has determined that it is desirable to increase the
threshold of Beneficial Ownership (as defined in the Rights Agreement) in the
definition of "Acquiring Person" from 22.5% to 30%;

      NOW, THEREFORE, in consideration of the promises and mutual agreements
contained herein, and pursuant to Section 27 of the Rights Agreement, the
parties hereby agree as follows:

      1. The Company and the Rights Agent hereby amend Section 1(a) of the
Rights Agreement such that the threshold percentage of 22.5% appearing three
times in Section 1(a) shall be changed to read 30% in each instance.

      2. The Company and the Rights Agent hereby amend Section 3(a) of the
Rights Agreement such that the threshold percentage of 22.5% appearing once in
Section 3(a) shall be changed to read 30%.

      3. The Company and the Rights Agent hereby amend Section 11(a)(ii) of the
Rights Agreement such that the threshold percentage of 22.5% appearing once in
Section 11(a)(ii) shall be changed to read 30%.

      4. The Company and the Rights Agent hereby amend Section 27 of the Rights
Agreement such that the threshold percentage of 22.5% appearing once in Section
27 shall be changed to read 30%.

      5. The Rights Agreement, as amended above, is hereby ratified and
confirmed in all respects.




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      IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.

ATTEST:                                      ECC INTERNATIONAL CORP.



By: /s/ Xxxxxx X. Xxxxx                      By: /s/ Xxxxxx X. Xxxxxx
    ----------------------------                --------------------------
                                             Title: President


ATTEST:                                      MELLON BANK, N.A.
                                             as Rights Agent



By:  /s/ Xxxxx Xxx                           By: /s/ Xxxxxx X. Xxxxxx
    ----------------------------                --------------------------
                                             Title: Vice President