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                                                               EXHIBIT (4)(a)(2)





                                February 1, 1996


Hunt Manufacturing Co.
One Commerce Square
2005 Market Street
Philadelphia, PA  19103-7085

         RE: Credit Agreement dated as of December 19, 1995 (the
             "Credit Agreement") among Hunt Manufacturing Co. (the
             "Borrower"), the Guarantors party thereto and
             NationsBank, N.A., as the sole Lender and as Agent
             ("NationsBank")

Gentlemen:

Reference is made to the Credit Agreement described above. All of the defined
terms in the Credit Agreement are incorporated herein by reference.

NationsBank agrees with the Borrower and the Subsidiary Guarantors to amend the
Credit Agreement in the following respects:

1.       Section 7.11(a) to the Credit Agreement is amended in its
entirety to read as follows:

         7.11  Financial Covenants.

                  (a) Consolidated Net Worth. Consolidated Net Worth at all
         times shall be no less than $115,000,000, reduced on and after the date
         of the Stock Repurchase by the amount of the reduction (not to exceed
         $93,000,000), as determined in accordance with GAAP, in the net worth
         of the Borrower and its consolidated Subsidiaries resulting from the
         Stock Repurchase and increased on a cumulative basis by (i) as of the
         last day of each fiscal year commencing with the last day of fiscal
         year 1996 by an amount equal to the greater of (A) $0 or (B) 50% of the
         excess of (1) Consolidated Net Income for the fiscal year then ended
         over (2) dividends and other distributions to shareholders by the
         Borrower and its consolidated Subsidiaries for the fiscal year then
         ended and (ii) upon the consummation of any Equity Transaction on or
         after the Closing Date, an amount equal to 85% of the Net Proceeds of
         such Equity Transaction.




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2.       Section 8.4(c) to the Credit Agreement is amended in its
entirety to read as follows:

         8.4  Consolidation, Merger, Sale or Purchase of Assets, etc.
The Borrower will not, nor will it permit any of its Subsidiaries
to:

                                    * * * * *

                  (c) except as otherwise permitted by Section 8.4(a) and
         subject to the terms of Section 8.8, acquire all or any portion of the
         capital stock or securities of any other Person or purchase, lease or
         otherwise acquire (in a single transaction or a series of related
         transactions) all or any substantial part of the Property of any other
         Person if after giving effect on a Pro Forma Basis to such transaction,
         the Consolidated Leverage Ratio shall not be greater than 3.00 to 1.00.

3.       Section 11.3(b) to the Credit Agreement is amended in its
entirety to read as follows:

         11.3  Benefit of Agreement.

                                    * * * * *

                  (b) Assignments. Each Lender may assign all or a portion of
         its rights and obligations hereunder pursuant to an assignment
         agreement substantially in the form of Schedule 11.3(b) to one or more
         Eligible Assignees, provided that any such assignment shall be in a
         minimum aggregate amount of $5,000,000 of the Commitments and in
         integral multiples of $1,000,000 above such amount. Any assignment
         hereunder shall be effective upon delivery to the Agent of written
         notice of the assignment together with a transfer fee of $3,500 payable
         to the Agent for its own account. The assigning Lender will give prompt
         notice to the Agent and the Borrower of any such assignment. Upon the
         effectiveness of any such assignment (and after notice to the Borrower
         as provided herein), the assignee shall become a "Lender" for all
         purposes of this Credit Agreement and the other Credit Documents and,
         to the extent of such assignment, the assigning Lender shall be
         relieved of its obligations hereunder to the extent of the Loans and
         Commitment components being assigned. Along such lines the Borrower
         agrees that upon notice of any such assignment and surrender of the
         appropriate Note or Notes, it will promptly provide to the assigning 



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         Lender and to the assignee separate promissory notes in the amount of
         their respective interests substantially in the form of the original
         Note (but with notation thereon that it is given in substitution for
         and replacement of the original Note or any replacement notes thereof).
         By executing and delivering an assignment agreement in accordance with
         this Section 11.3(b), the assigning Lender thereunder and the assignee
         thereunder shall be deemed to confirm to and agree with each other and
         the other parties hereto as follows: (i) such assigning Lender warrants
         that it is the legal and beneficial owner of the interest being
         assigned thereby free and clear of any adverse claim; (ii) except as
         set forth in clause (i) above, such assigning Lender makes no
         representation or warranty and assumes no responsibility with respect
         to any statements, warranties or representations made in or in
         connection with this Credit Agreement, any of the other Credit
         Documents or any other instrument or document furnished pursuant hereto
         or thereto, or the execution, legality, validity, enforceability,
         genuineness, sufficiency or value of this Credit Agreement, any of the
         other Credit Documents or any other instrument or document furnished
         pursuant hereto or thereto or the financial condition of any Credit
         Party or the performance or observance by any Credit Party of any of
         its obligations under this Credit Agreement, any of the other Credit
         Documents or any other instrument or document furnished pursuant hereto
         or thereto; (iii) such assignee represents and warrants that it is
         legally authorized to enter into such assignment agreement; (iv) such
         assignee confirms that it has received a copy of this Credit Agreement,
         the other Credit Documents and such other documents and information as
         it has deemed appropriate to make its own credit analysis and decision
         to enter into such assignment agreement; (v) such assignee will
         independently and without reliance upon the Agent, such assigning
         Lender or any other Lender, and based on such documents and information
         as it shall deem appropriate at the time, continue to make its own
         credit decisions in taking or not taking action under this Credit
         Agreement and the other Credit Documents; (vi) such assignee appoints
         and authorizes the Agent to take such action on its behalf and to
         exercise such powers under this Credit Agreement or any other Credit
         Document as are delegated to the Agent by the terms hereof or thereof,
         together with such powers as are reasonably incidental thereto; and
         
         



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         (vii) such assignee agrees that it will perform in accordance with
         their terms all the obligations which by the terms of this Credit
         Agreement and the other Credit Documents are required to be performed
         by it as a Lender.

All references in the Credit Agreement and the other Credit Documents to the
"Credit Agreement" shall be deemed to refer to the Credit Agreement as amended
hereby.

NationsBank and the Borrower hereby agree that the foregoing amendments shall be
effectuated by inserting appropriate replacement pages into the Credit Agreement
as originally executed.

Except as modified hereby, all of the terms and provisions of the Credit
Agreement and the other Credit Documents shall remain in full force and effect.

This letter agreement shall be governed by and construed in accordance with the
laws of the State of North Carolina.

This letter agreement may be executed in one or more counterparts, each of which
constitute an original, and all of which taken together shall constitute a
single document.

                                           Sincerely,

                                           NATIONSBANK, N.A.,


                                           By:
                                              ---------------------------------

                                           Name:
                                                -------------------------------

                                           Title:
                                                 ------------------------------





                             [Signatures Continued]



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Read and agreed to this 1st
day of February, 1996

HUNT MANUFACTURING CO.


By____________________________

Title_________________________

Read and consented to this 1st
day of February, 1996


BEVIS CUSTOM FURNITURE, INC.

By____________________________

Title_________________________


HUNT DATA PRODUCTS, INC.

By____________________________

Title_________________________


HUNT HOLDINGS, INC.

By____________________________

Title_________________________


HUNT X-ACTO, INC.

By____________________________

Title_________________________


SEAL PRODUCTS, INC.

By____________________________

Title_________________________