SECOND AMENDMENT, dated as of September 15, 1998 (this
"Second Amendment"), to the Revolving Credit and Letter of Credit
Facility Agreement, dated as of October 29, 1990, as amended and
restated as of June 18, 1998 (as further amended, supplemented or
otherwise modified from time to time, the "Credit Agreement"),
among FINGERHUT COMPANIES, INC. (the "Borrower"), the Guarantors
named therein, the Lenders parties thereto, NATIONSBANK, N.A., as
Syndication Agent (in such capacity, the "Syndication Agent"), the
Issuing Banks named therein, and THE CHASE MANHATTAN BANK, as
administrative agent (in such capacity, the "Administrative
Agent").  Unless otherwise defined herein, all capitalized terms
defined in the Credit Agreement and used herein are so used as so
defined.


                      W I T N E S S E T H :

          WHEREAS, the Borrower has requested that the
Administrative Agent and the Lenders enter into this Second
Amendment;

          NOW, THEREFORE, in consideration of the premises and for
other good and valuable consideration the receipt and sufficiency
of which is hereby acknowledged, the parties hereto hereby agree as
follows:


                            ARTICLE I

                AMENDMENT TO THE CREDIT AGREEMENT

          Section 1.01 of the Credit Agreement is hereby amended by
deleting the definition of "Earnings Before Interest and Taxes"
therein and substituting in lieu thereof the following definition:

                    "Earnings Before Interest and Taxes" shall
          mean, with respect to the Borrower and its Subsidiaries
          for any period, the sum for such period of
          (i) Consolidated Net Income, (ii) Consolidated Interest
          Expense and (iii) the provision for income taxes on a
          consolidated basis, in each case for such period,
          computed and calculated in accordance with GAAP
          consistently applied; provided that, for purposes of
          calculating Earnings Before Interest and Taxes in Section
          6.01(a), up to $46,000,000 of charges in respect of (a)
          the Borrower's distribution facility located in Spanish
          Fork, Utah and (b) other restructuring charges, in the
          case of clauses (a) and (b), written off by the Borrower
          in the third quarter of 1998 shall be added back to
          Consolidated Net Income to the extent such charges were
          deducted in calculating Consolidated Net Income.

                            ARTICLE II

                          MISCELLANEOUS

          1.  Representations and Warranties.  The Borrower
represents and warrants to each Lender that as of the Effective
Date: (a) this Second Amendment constitutes the legal, valid and
binding obligation of the Borrower, enforceable against it in
accordance with its terms, except as such enforcement may be
limited by bankruptcy, insolvency, fraudulent conveyances,
reorganization, moratorium or similar laws affecting creditors'
rights generally, by general equitable principles (whether
enforcement is sought by proceedings in equity or at law) and an
implied covenant of good faith and fair dealing; (b) the
representations and warranties made by the Borrower in Article III
of the Credit Agreement are true and correct in all material
respects on and as of the date hereof (except to the extent that
such representations and warranties are expressly stated to relate
to an earlier date, in which case such representations and
warranties shall have been true and correct in all material
respects on and as of such earlier date); and (c) no Default or
Event of Default shall have occurred and be continuing as of the
date hereof.

          2.  No Other Modifications.  Except as expressly modified
hereby, all the provisions of the Credit Agreement are and shall
continue to be in full force and effect.  Each reference in the
Credit Agreement to "this Agreement", "hereunder", "hereof" and
words of like import referring to the Credit Agreement and each
reference in any other Loan Document to the Credit Agreement shall
mean the Credit Agreement as amended hereby.

          3.  Governing Law.  THIS SECOND AMENDMENT AND THE RIGHTS
AND OBLIGATIONS OF THE PARTIES UNDER THIS SECOND AMENDMENT SHALL BE
GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK.

          4.  Counterparts.  This Second Amendment may be executed
by one or more of the parties to this Second Amendment on any
number of separate counterparts, and all of said counterparts taken
together shall be deemed to constitute one and the same instrument.

          5.  Effectiveness.  This Second Amendment shall become
effective as of the date (the "Effective Date") upon which the
Administrative Agent shall have received executed counterparts of
this Second Amendment from the Borrower and the Required Lenders as
specified by Section 10.08(b) of the Credit Agreement.
          IN WITNESS WHEREOF, the parties hereto have caused this
Second Amendment to be duly executed and delivered by their proper
and duly authorized officers as of the day and year first above
written.


                              FINGERHUT COMPANIES, INC.,
                               as Borrower
                              
                              
                              
                              By: /s/James M. Wehmann
                              Name:  James M. Wehmann
                              Title: Vice President
                              
                              
                              
                              By:   /s/John C. Manning
                              Name:  John C. Manning
                              Title: Vice President, Finance
                              
                              
                              FINGERHUT CORPORATION,
                               as a Guarantor
                              
                              
                              
                              By:  /s/James M. Wehmann
                              Name: James M. Wehmann
                              Title: Vice President
                              
                              
                              THE CHASE MANHATTAN BANK,
                               as Administrative Agent, as Lender
                               and as an Issuing Bank
                              
                              
                              
                              By:  /s/Steven J. Faliski
                              Name: Steven J. Faliski
                              Title: Vice President
                              
                              
                              THE CHASE MANHATTAN BANK,
                              as Administrative Agent, Issuing
                              Bank and Lender
                              
                              
                              
                              
                              By:
                              Name:
                              Title:
                              
                              
                              NATIONSBANK, N.A.,
                              as Syndication Agent and Lender
                              
                              
                              
                              
                              By:  /s/Mary Carol Daly
                              Name:  Mary Carol Daly
                              Title: Vice President
                              
                              
                              BANK OF AMERICA NATIONAL TRUST &
                              SAVINGS ASSOCIATION, as Issuing
                              Bank and Lender
                              
                              
                              
                              By:  /s/R. Guy Stapleton
                              Name: R. Guy Stapleton
                              Title: Managing Director
                              
                              
                              
                              THE BANK OF NEW YORK, as Lender
                              
                              
                              
                              
                              By: /s/Michael Flannery
                              Name: Michael Flannery
                              Title: Vice President
                              
                              
                              THE BANK OF TOKYO-MITSUBISHI, LTD.,
                              CHICAGO BRANCH, as Lender
                              
                              
                              
                              
                              By: /s/Jeffrey R. Arnold
                              Name: Jeffrey R. Arnold
                              Title: Vice President and Manager
                              
                              
                              COMMERZBANK AG, as Lender
                              
                              
                              
                              
                              By: /s/Timothy Shortly       /s/Marie Chalping
                              Name:  Timothy Shortly         Marie Chalping
                              Title: Senior Vice President   Assistant Treasurer
                              
                              
                              DG BANK DEUTSCHE
                              GENOSSENSCHAFTSBANK, as Lender
                              
                              
                              
                              
                              By: /s/Mark Connelly
                              Name: Mark Connelly
                              Title: Vice President
                              
                              
                              
                              By: /s/Trevor H. Brooks
                              Name: Trevor H. Brooks
                              Title: Assistant Vice President
                              
                              
                              
                              THE FIRST NATIONAL BANK OF CHICAGO,
                              as Lender
                              
                              
                              
                              
                              By:  /s/John Runger
                              Name: John Runger
                              Title: Managing Director
                              
                              
                              NORWEST BANK OF MINNESOTA, NATIONAL
                              ASSOCIATION,
                              as Issuing Bank and Lender
                              
                              
                              
                              
                              By: /s/Douglas A. Lindstrom
                              Name: Douglas A. Lindstrom
                              Title: Assistant Vice President
                              
                              
                              UBS AG, NEW YORK BRANCH, as Lender
                              
                              
                              
                              
                              By:  /s/Paula Mueller
                              Name: Paula Mueller
                              Title: Director
                              
                              
                              
                              By:   /s/Philippe R. Sandmeier
                              Name:   Philippe R. Sandmeier
                              Title:  Director
                              
                              
                              U.S. BANK NATIONAL ASSOCIATION,
                              as Issuing Bank and Lender
                              
                              
                              
                              
                              By:  /s/Greg Wilson
                              Name: Greg Wilson
                              Title: Banking Officer
                              
                              
                              THE BANK OF NOVA SCOTIA, as Lender
                              
                              
                              
                              
                              By: /s/F.C.H. Ashby
                              Name: F.C.H. Ashby
                              Title: Senior Manager Loan Operations
                              
                              
                              DEUTSCHE BANK AG NEW YORK BRANCH
                              AND/OR CAYMAN ISLANDS BRANCH,
                              as Lender
                              
                              
                              
                              
                              By: /s/Susan M. O'Connor
                              Name:  Susan M. O'Connor
                              Title: Director
                              
                              
                              
                              By: /s/Stephan A. Wiedemann
                              Name:  Stephan A. Wiedemann
                              Title: Director
                              
                              
                              FIRST UNION NATIONAL BANK, as
                              Lender
                              
                              
                              
                              
                              By: /s/Mary J. Amatore
                              Name:  Mary J. Amatore
                              Title: Vice President
                              
                              
                              THE INDUSTRIAL BANK OF JAPAN,
                              LIMITED, as Lender
                              
                              
                              
                              
                              By:  /s/Walter R. Wolff
                              Name:  Walter R. Wolff
                              Title:  Joint General Manager
                              
                              
                              NORDDEUTSCHE LANDESBANK
                              GIROZENTRALE NEW YORK BRANCH AND/OR
                              CAYMAN ISLANDS BRANCH,
                              as Lender
                              
                              
                              
                              
                              By:  /s/Stephan K. Hunter
                              Name: Stephan K. Hunter
                              Title: Senior Vice President
                              
                              
                              
                              By: /s/Irene A. Burczynski
                              Name: Irene A. Burczynski
                              Title: Vice President