EXHIBIT 10.17

     FIRST AMENDMENT made as of the 27th day of January, 2000 to the Employment
Agreement dated as of May 7, 1998 by and between Golden Books Family
Entertainment, Inc. with its principal United States office at 888 Seventh
Avenue, New York, New York 10106 (the "Company"), and Mr. Philip Galanes,
residing at 26 East 10th Street, #5-F, New York, New York 10003 (the
"Executive").

                              W I T N E S S E T H:

     WHEREAS, the Company and the Executive have previously entered into the
Employment Agreement; and

     WHEREAS, the Company and the Executive desire to amend the Employment
Agreement.

     NOW, THEREFORE, the parties hereto agree as follows:

     1.   The Employment Agreement is amended effective as of the date hereof as
follows:

          a.   Section 2(a) of the Employment Agreement is amended by the
     deletion of the first sentence thereof and the substitution of the
     following sentence in lieu thereof:

          "The Executive shall serve as the Company's Executive Vice President,
          Chief Administrative Officer, General Counsel and Secretary, with such
          duties, responsibilities and authority in such capacities as shall be
          consistent therewith, including directing the Company's legal
          department, business affairs department, human resources department
          and corporate communications department."

          b.   Section 2(b) of the Employment Agreement is amended in its
     entirety to read as follows:

          "(b) In the Executive's capacity as Executive Vice President, Chief
          Administrative Officer, General Counsel and Secretary, he shall report
          to the Company's Chairman and Chief Executive Officer."




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          c.   Section 3(b) of the Employment Agreement is amended in its
     entirety to read as follows:

          "(b) ANNUAL BONUS. In addition to Annual Base Salary, the Executive
          shall be awarded, for each fiscal year ending during the Employment
          Term, an annual bonus (the "Annual Bonus") pursuant to the Company's
          Executive Officer Bonus Plan or a replacement therefor (the "Annual
          Plan") under one or more of the criteria prescribed in the Annual Plan
          and approved by the Compensation Committee of the Board of Directors,
          which bonus shall be pro rated for any fiscal year during which the
          Executive is employed for less than 12 months. The Executive shall
          have a target annual bonus of 100% of his Annual Base Salary (the
          "Target Bonus") and an annual bonus opportunity of 200% of his Annual
          Base Salary (inclusive of the Target Bonus), subject in each case to
          attainment of the performance goals set forth in the Annual Plan. The
          Executive waives any right to receive a pro rated Target Award under
          Section 15 of the Executive Officer Bonus Plan upon a "change of
          control," as defined therein, so long as he shall be employed on the
          last day of the fiscal year and be entitled to an Annual Bonus at the
          levels specified herein on a non pro rated basis for the fiscal year
          of such "change of control" if the performance goals for such fiscal
          year are achieved. Each such Annual Bonus shall be paid no later than
          the end of the third month of the fiscal year next following the
          fiscal year for which the Annual Bonus is awarded, unless the
          Executive shall elect to defer the receipt of such Annual Bonus. The
          parties acknowledge that the Annual Plan has been approved by the
          stockholders of the Company in accordance with the requirements of
          Section 162(m) of the Internal Revenue Code of 1986, as amended (the
          "Code"). The Board may award the Executive bonuses other than pursuant
          to the Annual Plan in its discretion."

          d.   Section 3(c) of the Employment Agreement is amended in its
     entirety to read as follows:

          "(c) STOCK OPTIONS. The Executive will be granted, as soon as
          administratively feasible, a stock option (the "Option") to purchase
          1% of the Company's issued and outstanding common stock ("Common
          Stock") on a fully diluted basis (including all shares authorized,
          whether or not issued or covered by a grant, under any employee stock
          incentive plan and any warrants) pursuant to the Company's management
          incentive plan (the "Stock Option Plan") in accordance with the form
          of option agreement annexed as Exhibit A hereto ("Option Agreement").
          The exercise price with respect to each share of Common Stock subject
          to the Option will be the "Fair Market Value" (as defined in the Stock
          Option Plan) of a share of Common Stock on the date of the grant. The
          Option will become

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          exercisable as to one-third of the shares of Common Stock subject
          thereto on the first anniversary of the date of grant, as to an
          additional one-third of such shares on the second anniversary of the
          date of grant, and as to the remaining one-third of such shares on the
          third anniversary of the date of grant, provided the Executive has
          been continuously employed through each applicable vesting date.
          Notwithstanding anything in this Agreement to the contrary, upon the
          occurrence of a Change in Control (as such term is defined in Section
          3(i) below, without regard to clause (iv) of Section 3(i)(A) and
          clause (ii)(b) of Section 3(i)(C)) during the Employment Term, the
          Option shall become fully and immediately exercisable. The Option will
          have a term of seven years (the "Option Term"). Upon the termination
          of Executive's employment:

          (1) by reason of death, the Option shall become fully and immediately
          exercisable and the Executive's estate may exercise the Option until
          the earlier of one year following the Executive's death or the end of
          the Option Term, following which time the Option shall terminate and
          be no longer exercisable;

          (2) by reason of Disability (as such term is defined in Section 4(a)
          below), the Option shall become fully and immediately exercisable and
          the Executive (or, following his death, his estate) may exercise the
          Option until the earlier of one year following the Date of Termination
          (as such term is defined in Section 4(e) below) or the end of the
          Option Term, following which time the Option shall terminate and be no
          longer exercisable;

          (3) by the Company for Cause (as such term is defined in Section 4(a)
          below), the Option shall terminate and no longer be exercisable
          effective on the Executive's Date of Termination;

          (4) by the Executive without Good Reason (as such term is defined in
          Section 4(b) below), the Option, to the extent exercisable on the Date
          of Termination, shall remain exercisable by the Executive (or,
          following his death, his estate) until the earlier of 90 days
          following such date or the end of the Option Term, following which
          time the Option shall terminate and be no longer exercisable; or

          (5) by the Company without Cause or by the Executive with Good Reason,
          the entire Option shall become fully and immediately exercisable and
          the Executive may exercise the Option until the earlier of one year
          following the Executive's Date of Termination or the end of the Option
          Term, following which time the Option shall terminate and be no longer
          exercisable.


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          The Executive shall be entitled to participate in other Company stock
          option grants or other equity plans or programs, if any, in which
          senior executives of the Company are eligible to participate on a
          basis generally commensurate with his position as may be determined by
          the Compensation Committee.

          The Executive will be entitled to pay the exercise price of the Option
          with shares of Common Stock previously acquired by the Executive and
          may elect to have any withholding taxes required to be withheld as a
          result of the exercise of the Option taken out of Common Stock
          issuable to the Executive as a result of such exercise.

          Other than as stated above, the Option will be governed by the terms
          and conditions of the Company's Stock Option Plan and the Option
          Agreement thereunder."

          e.   Section 3 of the Employment Agreement is amended by adding a new
     Subsection (i) thereto, to read in its entirety as follows:

          "(i) DEFINITION OF CHANGE OF CONTROL. For the purpose of this
          Agreement, a "Change of Control" shall mean:

               (A)   The acquisition by any individual, entity or group (within
          the meaning of Section 13(d)(3) or 14(d)(2)) of the Securities
          Exchange Act of 1934, as amended (the "Exchange Act") (a "Person") of
          beneficial ownership (within the meaning of Rule 13d-3 promulgated
          under the Exchange Act) of 35% or more (on a fully diluted basis) of
          either (i) the then outstanding shares of common stock of the Company,
          taking into account as outstanding for this purpose such common stock
          issuable upon the exercise of options or warrants, the conversion of
          convertible stock or debt, and the exercise of any similar right to
          acquire such common stock (the "Outstanding Company Common Stock") or
          (ii) the combined voting power of the then outstanding voting
          securities of the Company entitled to vote generally in the election
          of directors (the "Outstanding Company Voting Securities"); provided,
          however, that for purposes of this subsection (i), the following
          acquisitions shall not constitute a Change of Control; (i) any
          acquisition by the Company or any "affiliate" of the Company, within
          the meaning of 17 C.F.R. ss. 230.405 (an "Affiliate"), (ii) any
          acquisition by any employee benefit plan (or related trust) sponsored
          or maintained by the Company or any Affiliate of the Company, (iii)
          any acquisition by any corporation pursuant to a transaction which
          complies with clauses (i), (ii) and (iii) of paragraph (C) of this
          Subsection (i), or (iv) any acquisition by the Executive or by Richard
          E. Snyder ("Snyder"), or

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          by a group (within the meaning of Section 13(d)(3) or 14(d)(2) of the
          Exchange Act) that includes the Executive or Snyder or both;

               (B)   Individuals who, as of the date hereof, constitute the
          Board of Directors (the "Incumbent Board") cease for any reason to
          constitute at least a majority of the Board; provided, however, that
          any individual becoming a director subsequent thereto whose election,
          or nomination for election by the Company's stockholders, was approved
          by a vote of at least a majority of the directors then comprising the
          Incumbent Board shall be considered as though such individual were a
          member of the Incumbent Board, but excluding, for this purpose, any
          such individual whose initial assumption of office occurs as a result
          of an actual or threatened election contest with respect to the
          election or removal of directors or other actual or threatened
          solicitation of proxies or consents by or on behalf of a Person other
          than the Board; or

               (C)   Consummation of a reorganization, merger or consolidation
          or sale or other disposition of all or substantially all of the assets
          of the Company (a "Business Combination"), in each case, unless,
          following such Business Combination, (i) all or substantially all of
          the individuals and entities who were the beneficial owners,
          respectively, of the Outstanding Company Common Stock and Outstanding
          Company Voting Securities immediately prior to such Business
          Combination beneficially own, directly or indirectly, more than 60%
          of, respectively, the then outstanding shares of common stock and the
          combined voting power of the then outstanding voting securities
          entitled to vote generally in the election of directors, as the case
          may be, of the corporation resulting from such Business Combination
          (including, without limitation, a corporation which as a result of
          such transaction owns the Company or all or substantially all of the
          Company's assets either directly or through one or more subsidiaries)
          in substantially the same proportions as their ownership, immediately
          prior to such Business Combination of the Outstanding Company Common
          Stock and Outstanding Company Voting Securities, as the case may be,
          (ii) no Person (excluding (a) any employee benefit plan (or related
          trust) sponsored or maintained by the Company or any Affiliate of the
          Company, or such corporation resulting from such Business Combination
          or any Affiliate of such corporation, or (b) any entity in which the
          Executive or Snyder has an equity interest, or any Affiliate of such
          entity) beneficially owns, directly or indirectly, 35% or more (on a
          fully diluted basis) of, respectively, the then outstanding shares of
          common stock of the corporation resulting from such Business
          Combination, taking into account as outstanding for this purpose such
          common stock issuable upon the exercise of options or warrants, the
          conversion of convertible stock or debt, and the exercise of any
          similar

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          right to acquire such common stock, or the combined voting power of
          the then outstanding voting securities of such corporation except to
          the extent that such ownership existed prior to the Business
          Combination and (iii) at least a majority of the members of the board
          of directors of the corporation resulting from such Business
          Combination were members of the Incumbent Board at the time of the
          execution of the initial agreement, or of the action of the Board,
          providing for such Business Combination; or

               (D)   Approval by the stockholders of the Company of a complete
          liquidation or dissolution of the Company."

          f.   Section 4(b)(v) of the Employment Agreement is amended in its
     entirety to read as follows:

               "(v) the termination of Snyder's employment (i) by the Company
          for any reason or (ii) by Snyder for "good reason" (as defined in the
          Employment Agreement by and between Snyder and the Company, dated as
          of January 27, 2000); provided, however, that any such termination of
          Snyder's employment shall constitute Good Reason under this Agreement
          only for the sixty (60) day period following the last day of Snyder's
          employment."

          g.   Clause (iii) of Section of Section 4(d) of the Employment
     Agreement is amended to read as follows:

               "(iii) if the Date of Termination (as defined below) is other
          than the date of receipt of such notice, specifies the termination
          date."

          h.   Clause (i) of Section 4(e) of the Employment Agreement is amended
     to read as follows:

               "(i) if the Executive's employment is terminated by the Company
          for Cause, or by the Executive for Good Reason, the date of receipt of
          the Notice of Termination or any later date specified therein (which
          date shall be not more than thirty (30) days (and in the case of any
          termination of the Executive's employment in accordance with Section
          4(b)(v) of this Agreement, at least forty-five (45) days) after the
          giving of such notice), as the case may be (although such Date of
          Termination shall retroactively cease to apply if the circumstances
          providing the basis of termination for Cause or Good Reason are cured
          in accordance with Section 4(a) or 4(b) of this Agreement,
          respectively),"

          i.   Section 5(a)(i)(B) is amended in its entirety to read as follows:


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               "(B)   an amount equal to two and one-half times (2 1/2) (and if
          the Date of Termination is on or after May 1, 2001, two (2) times )
          the sum of (i) the Annual Base Salary payable to the executive under
          this Agreement, at the annual rate in effect as of the Termination
          Date as provided in Section 3(a), and (ii) the Target Bonus paid or
          payable, including any portion thereof which was earned but deferred,
          for the most recently completed fiscal year during the Employment
          Term, to be paid in a lump sum within 30 days after the Date of
          Termination. The Executive shall have no duty or obligation to
          mitigate the amounts or obligations provided in this Section 5(a)(i),
          even in the event the Executive becomes reemployed by another
          employer."

          j.   Section 13(b) of the Employment Agreement is amended in its
     entirety to read as follows:

          "(b)xxxAll notices and other communications hereunder shall be in
          writing and shall be given by hand delivery to the other party or by
          registered or certified mail, return receipt requested, postage
          prepaid, addressed as follows:

                           IF TO THE EXECUTIVE:
                           Mr. Philip Galanes
                           26 East 10th Street
                           #5-F
                           New York, New York 10003


                           IF TO THE COMPANY:
                           Golden Books Family Entertainment, Inc.
                           888 Seventh Avenue
                           New York, New York 10106
                           Attention: Chief Financial Officer

          or to such other address as either party shall have furnished to the
          other in writing in accordance herewith. Notice and communications
          shall be effective when actually received by the addressee."

     2.   As amended by the First Amendment, the Employment Agreement shall
remain in full force and effect.



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     IN WITNESS WHEREOF, the Company has caused this amendment to be executed by
its duly authorized officers and the Executive has hereunto set his hand as of
the date first above written.


                                  GOLDEN BOOKS FAMILY ENTERTAINMENT, INC.


                                  By:   ________________________________________




                                        ________________________________________
                                        Philip Galanes, Esq.


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