EXHIBIT 10.14

          SECOND AMENDMENT made as of the 27th day of January, 2000 to the
Employment Agreement dated as of July 28, 1997 and amended September 1, 1998 by
and between Golden Books Publishing Company, Inc. with its principal United
States office at 888 Seventh Avenue, New York, New York 10106 (the "Company"),
and Mr. Richard K. Collins, residing at 41 Georgian Road, Morristown, New Jersey
07960 (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; and

          WHEREAS, the Company desires to assign the Employment Agreement to
Golden Books Family Entertainment, Inc. ("GBFEI") and GBFEI desires to assume
the Employment Agreement.

          NOW, THEREFORE, the parties hereto agree as follows:

          1. The Company hereby assigns the Employment Agreement to GBFEI and
GBFEI hereby assumes the Employment Agreement.

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

               a. All references in the Employment Agreement to the Company
          shall be deemed to refer to Golden Books Family Entertainment, Inc.
          and not Golden Books Publishing Company.

               b. Section 1 of the Employment Agreement is amended in its
          entirety to read as follows:

               "The Company hereby agrees to employ the Executive, and the
               Executive hereby agrees to continue with 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."


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

               "The Executive shall serve as the Company's Executive Vice
               President and Chief Operating Officer with such duties,
               responsibilities and authority in such capacities as shall be
               consistent therewith. The Executive shall report to the Chairman
               and Chief Executive Officer of the Company. The Executive shall
               be based in New York, New York."

               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 $350,000
               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", at the end of that section.

               h. Section 4(b)(iv) of the Agreement is amended by replacing the
          period at the end of that section with "; or" and a new Section
          4(b)(v) is added to read as follows:

               "(v) 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:


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               "(f) 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% 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


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               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, 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) of the Agreement is replaced in its entirety to
          read as follows:

                    (i) ____ the Company shall pay to the Executive the
               aggregate of the following amounts:

                         A. ______ the sum of (1) the Executive's Annual Base
               Salary through the Date of Termination to the extent not
               theretofore paid, and (2) any compensation previously deferred by
               the Executive (together with any accrued interest or earnings
               thereon) and any accrued vacation pay, in each case to the extent
               not theretofore paid (the sum of the amounts described


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               in clauses (1) and (2) shall be hereinafter referred to as the
               "Accrued Obligations"). All Accrued Obligations shall be paid in
               a lump sum in cash within 30 days of the Date of Termination; and

                         B. ______ the Executive's Annual Base Salary as set
               forth in Section 3(a) for the year in which the Date of
               Termination falls, to be paid either (1) in a lump sum, if
               approved by the Board, 30 days after the Date of Termination, or
               (2) as salary continuation for a period of one year following the
               Date of Termination, except that, in the event of a termination
               described in Section 4(b)(v) herein, the Executive shall be paid
               two times his Annual Base Salary in a lump sum or as a two-year
               salary continuation. The Executive shall have no duty or
               obligation to mitigate, and such salary continuation payments
               will continue even in the event the Executive becomes reemployed
               by another employer.

                    (ii) ____ all stock options, restricted stock and other
          stock-based compensation shall become exercisable or vested pursuant
          to Section 3(c)(5) herein;

                    (iii) for one year after the Executive's Date of Termination
          (or for two years in the event of a termination described in Section
          4(b)(v) herein), the Company shall continue benefits to the Executive
          and/or the Executive's family at least equal to those which would have
          been provided to them in accordance with the plans, programs,
          practices and policies described in Section 3(e) of this Agreement if
          the Executive's employment had not been terminated, provided, however,
          that if the Executive becomes reemployed with another employer and is
          eligible to receive medical or other welfare benefits under another
          employer provided plan, the corresponding medical and other welfare
          benefits described herein shall be terminated. Those welfare benefits
          not offered by the new employer shall continue until termination of
          the above described one or two year period. For purposes of
          determining eligibility (but not the time of commencement of benefits)
          of the Executive for retiree benefits pursuant to such plans,
          practices, programs and policies, the Executive shall be considered to
          have remained employed until the later of two years after the Date of
          Termination or the end of the Employment Term and to have retired on
          the last day of such period;

                    (iv) to the extent not theretofore paid or provided, the
          Company shall timely pay or provide to the Executive any other amounts
          or benefits required to be paid or provided to the Executive or which
          the Executive is entitled to receive under any plan, program, policy
          or practice or contract or agreement of the Company and its affiliated
          companies, to the extent payment of any such amounts or benefits are
          not already provided for under this Agreement (such other amounts and
          benefits shall be hereinafter referred to as the "Other Benefits").


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     The Executive shall have the right to approve, such approval not be
unreasonably withheld, any written announcement, if any, of the termination of
the Executive's employment with the Company.

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

               "(a) On or before June 1, 2002, the Company and the Executive
               agree to meet to discuss each others intentions with respect to
               Executive's employment with the Company after the termination of
               this Agreement; provided, however, that this paragraph shall
               create no duty or obligation on behalf of either the Company or
               the Executive with respect to such discussion."

               l. Section 11(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:

                    IF TO THE EXECUTIVE:

                    Mr. Richard K. Collins
                    41 Georgian Road
                    Morristown, NJ  07960

                    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."

          3. ____________________ As amended by the Second 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: ________________________________________


                                    GOLDEN BOOKS PUBLISHING COMPANY, INC.


                                    By: ________________________________________


                                        ________________________________________
                                        Richard K. Collins