Exhibit 4.1(b)

[Letterhead of Mayer, Brown & Platt]


                                   January 29, 1999




Applied Power, Inc.
13000 West Silver Springs Drive
Butler, WI 53007-1093

 
        Re:   Multicurrency Credit Agreement dated as 
              of October 14, 1998 among Applied Power, Inc.
              Enerpac B.V., various financial institutions,
              First National Bank of Chicago as Syndication
              Agent, Societe Generale as Documentation Agent 
              and Bank of America National Trust and Savings
              Association as Administrative Agent.


Ladies and Gentlemen:

        Reference is made to the above-captioned Credit Agreement ("Credit
Agreement"). All capitalized terms used in this letter which are defined in the
Credit Agreement shall have the meanings set forth in the Credit Agreement
unless otherwise defined herein or the context otherwise requires.

        The Banks hereby consent to the issuance by the Company of up to 
$200,000,000 of debt in a public offering on or before May 31, 1999 and agree 
that notwithstanding the provisions of Section 2.8(c) of the Credit
Agreement, the Commitments do not need to be reduced by any portion of the net
proceeds of such debt.

        This Consent shall be limited to its terms and shall not constitute a 
waiver of any other rights that the Banks may have from time to time under the 
Credit Agreement.

        This Consent shall be effective when consented to by the Required Banks 
and the Administrative Agent shall inform the Company of such consent.





 
[Letterhead of Mayer, Brown & Platt]



Applied Power, Inc.
January 29, 1999
Page 2


        We hereby request that each Bank acknowledge its consent by signing and
returning a copy of this letter.