Coltec Industries Inc Watch

from 8-K 1 page Underwriting agreement

from SC 13D/A ~5 pages Schedule II Information With Respect to Transactions Effected During the Past Sixty Days or Since the Most Recent Filing on Schedule 13d (1) Shares Purchased Average Date Sold(-) Price(2) Common Stock-Coltec Industries Gabelli Funds, Inc. the Gabelli Value Fund,inc. 12/09/97 2,000- 23.6992 10/16/97 7,000- 23.5385 the Gabelli Asset Fund 11/13/97 5,000- 22.9492 10/10/97 5,000- 22.0118 Gamco Investors, Inc. 11/17/97 5,000- 23.7273 11/12/97 5,000- 23.3750 10/27/97 5,000- 21.5000 Gamco Investors, Inc. 12/09/97 500- 23.9000 12/09/97 3,000- 23.8542 12/09/97 25,000- 23.9250 12/09/97 500- 23.8125 12/08/97 5,000- 23.1250 12/03/97 500- 23.0625 11/20/97 3,000- 22.7917 11/19/97 4,000- 22.8281 11/18/97 11,400- 23.2198 11/18/97 5,000- 23.1250 11/18/97 2,800- 22.9375 11/18/97 1,000- 23.5000 11/18/97 2,500- 23.4000 11/18/97 500- 23.6875 11/18/97 500- 23.8125 11/17/97 500- 23.7273 11/14/97 5,000- 23.1875 11/14/97 3,000- 23.2500 11/13/97 15,000- 23.3542 11/12/97 5,000- 22.8438 11/10/97 2,500- 23.8625 11/10/97 5,000- 23.1563 11/10/97 1,000- 24.0625 11/07/97 14,000- 22.0000 10/30/97 1,000- 20.6875 10/29/97 1,500- 21.1042 10/27/97 5,000- 21.5000 10/27/97 1,000- 21.9375 29 Schedule II Information With Respect to Transactions Effected During the Past Sixty Days or Since the Most Recent Filing on Schedule 13d (1) Shares Purchased Average Date Sold(-) Price(2) Common Stock-Coltec Industries Gamco Investors, Inc. 10/24/97 5,000- 22.0250 10/23/97 5,000- 22.1738 10/23/97 2,000- 22.1875 10/20/97 7,500- 22.6125 10/17/97 2,500- 22.4625 10/13/97 1,000- 22.3125 Gamco Investors, Inc. 10/31/97 2,000- 19.5000 (1) Unless Otherwise Indicated, All Transactions Were Effected on the Ny Stock Exchange. (2) Price Excludes Commission. (*) Results in Change of Dispositive Power and Beneficial Ownership. 30

from SC 13D ~5 pages Underwriting agreement

from SC 13G/A 1 page Morgan Stanley Secretary's Certificate I, Charlene, R. Herzer, a Duly Elected and Acting Assistant Secretary of Morgan Stanley Group Inc., a Corporation Organized and Existing Under the Laws of the State of Delaware (The "Corporation"), Certify That the Following Resolutions Were Duly and Validly Adopted by a Consent in Lieu of a Meeting of the Executive Committee of the Board of Directors of the Corporation Dated as of March 28, 1994 and That Such Resolutions Are in Full Force and Effect on the Date Hereof. Resolved, That Peter R. Vogelsang Is Authorized and Directed to Sign on Behalf of the Corporation Any Forms, Reports, Schedules or Filings Required to Be Filed by the Corporation With Any Government or Regulatory Agency in Connection With the Making, Holding or Disposing of Any Investments Managed by the Merchant Banking Division of the Corporation, Such Authorization to Cease Automatically Upon Termination of His Employment With Morgan Stanley & Co. Incorporated; and Resolved Further, That Any Actions Heretofore Taken by Peter R. Vogelsang in Connection With the Responsibilities Noted in the Preceding Resolution Are Confirmed, Approved and Ratified. Resolved, That Any and All Actions to Be Taken, Caused to Be Taken or Heretofore Taken by Any Officer of the Corporation in Executing Any and All Documents, Agreements and Instruments and in Taking Any and All Steps (Including the Payment of All Expenses) Deemed by Such Officer as Necessary or Desirable to Carry Out the Intents and Purposes of the Foregoing Resolutions Are Authorized, Ratified and Confirmed. in Witness Whereof, I Have Hereunto Set My Name and Affixed the Seal of the Corporation as of the 10th Day of February, 1995. /S/ Charlene R. Herzer Charlene R. Herzer Assistant Secretary [Seal]