EXHIBIT 10.16

          FIRST AMENDMENT made as of the 27th day of January, 2000 to the
Employment Agreement dated as of September 9, 1996 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. Colin
Finkelstein, residing at 400 East 70th Street, Apartment 3902, New York, New
York, 10021 (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 1 of the Employment Agreement is amended in its
          entirety to read as follows:

               "1. EMPLOYMENT TERM. The Company hereby agrees to employ the
               Executive, and the Executive agrees to enter the employ of the
               Company, commencing on the Effective Date and continuing through
               and including December 31, 2002, unless terminated earlier in
               accordance with Section 4 below (the "Employment Term")."

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

               "The Executive shall serve as the Company's Executive Vice
               President and Chief Financial Officer with such duties,
               responsibilities and authority in such capacities as shall be
               consistent therewith."


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

               "In the Executive's capacity as Executive Vice President and
               Chief Financial Officer, he shall report to the Company's
               Chairman and Chief Executive Officer."

               d. Section 3(a) of the Employment Agreement is amended by the
          deletion of the first sentence and the addition of the following
          sentence in lieu thereof:

               "(a) BASE SALARY. During the Employment Term, the Executive shall
               receive an annual base salary ("Annual Base Salary") of $300,000
               for each year of the term."

               e. 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 thereof (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"), subject 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 Office 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."


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               f. 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 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 4(f) below,
               without regard to clause (iv) of Section 4(f)(A) and clause
               (ii)(b) of Section 4(f)(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;


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               (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.

               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."

               g. Section 4(a) of the Employment Agreement is amended by the
          addition of the parenthetical "("Disability")" following "business
          days".

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

               "the Company's termination of the Executive's employment for any
               reason other than Cause, within two years following a "Change of
               Control" (as defined in Section 4(f) of this Agreement)."

               i. A new Section 4(f) to the Employment Agreement is added to
          read as follows:

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


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                    (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% of 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 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 (f), or
               (iv) any acquisition by the Executive, or by a group (within the
               meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) that
               includes the Executive;

                    (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


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               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, and (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 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 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."

               j. Section 5(a)(ii) of the Agreement is amended by replacing the
          reference to Section 3(c)(3) therein to 3(c)(5).

               k. Section 10(b) of the Employment Agreement is amended in its
          entirety to read as follows:

               "(b) All 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:


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                    IF TO THE EXECUTIVE:

                    Mr. Colin Finkelstein
                    400 East 70th Street
                    Apartment 3902
                    New York, New York 10021

                    With a copy to:

                    Paul G. Marshall, Esq.
                    Solovay Marshall & Edlin, P.C.
                    845 Third Avenue
                    New York, New York 10022

                    IF TO THE COMPANY:

                    Golden Books Family Entertainment, Inc.
                    888 Seventh Avenue
                    New York, New York 10106
                    Attention: Chief Administrative 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: ________________________________________





                                        ________________________________________
                                        Colin Finkelstein