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                                                                   EXIHIBT 10.42


                      SECOND AMENDMENT TO CREDIT AGREEMENT


         THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered
into as of the 5th day of May, 2000, by and among the banks listed on the
signature pages hereof (the "Lenders"), KEVCO, INC., a Texas corporation (the
"Borrower"), and BANK OF AMERICA, N.A., formerly known as NationsBank, N.A., as
administrative agent for the Lenders (the "Administrative Agent"), to the extent
and in the manner provided for in the Credit Agreement (defined below and herein
so called).

                                   BACKGROUND

                  (a) The Lenders, the Borrower, and the Administrative Agent
         are parties to that certain Third Amended and Restated Credit Agreement
         dated as of July 14, 1999 (as amended through the date hereof and as
         may be further amended, extended, renewed, or restated from time to
         time, the "Credit Agreement"; terms defined in the Credit Agreement and
         not otherwise defined herein shall be used herein as defined in the
         Credit Agreement).

                  (b) The Borrower, the Administrative Agent, and the Lenders
         desire to amend the Credit Agreement to provide for certain changes to
         (i) the Borrowing Base, (ii) certain financial covenants and (iii) the
         pricing structure.

         NOW, THEREFORE, in consideration of the covenants, conditions and
agreements hereafter set forth, and for other good and valuable consideration,
the receipt and adequacy of which are all hereby acknowledged, the parties
hereto covenant and agree as follows:

         1. AMENDMENTS TO THE CREDIT AGREEMENT. The Credit Agreement is hereby
amended as follows:

                  (a) Section 1.1 is amended by amending the introductory
         language in the definition of "Applicable Base Rate Margin" as follows:

                           "Applicable Base Rate Margin" means the following per
                  annum percentages, applicable in the following situations,
                  provided that, such percentages shall be increased by 0.25%
                  commencing May 5, 2000, provided, further, that such increase
                  shall no longer be in effect after the first day of the
                  calendar month following the date the Borrower delivers its
                  financial statements for any fiscal quarter or fiscal year
                  ending on or after December 31, 2000 to the Administrative
                  Agent in accordance with Section 6.1 or Section 6.2
                  respectively, if such financial statements show compliance
                  with Sections 7.10, 7.11 and 7.12:

                  (b) Section 1.1 is amended by amending the introductory
         language in the definition of "Applicable LIBOR Rate Margin" as
         follows:

                           "Applicable LIBOR Rate Margin" means the following
                  per annum percentages, applicable in the following
                  situations, provided


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                  that, such percentages shall be increased by 0.25% commencing
                  May 5, 2000, provided, further, that such increase shall no
                  longer be in effect after the first day of the calendar month
                  following the date the Borrower delivers its financial
                  statements for any fiscal quarter or fiscal year ending after
                  December 31, 2000 to the Administrative Agent in accordance
                  with Section 6.1 or Section 6.2 respectively, if such
                  financial statements show compliance with Sections 7.10, 7.11
                  and 7.12:

                  (c) Section 1.1 is amended by entirely amending the definition
         of "Borrowing Base" as follows:

                           "Borrowing Base" means for the Borrower and each of
                  its Subsidiaries which have executed a Subsidiary Security
                  Agreement, on a consolidated basis, the sum of (a) 80% of book
                  value of accounts receivable, minus, to the extent not
                  deducted in arriving at book value, the portion of any account
                  not paid within 90 days of when due, plus (b) 60% of book
                  value of inventory (including goods in transit backed by
                  Letters of Credit) net of reserves as determined by Borrower,
                  plus (c) at any time (i) prior to January 1, 2001, 55% of book
                  value of owned real property, equipment and other fixed
                  assets, net of depreciation, or (ii) on or after January 1,
                  2001, 50% of book value of owned real property, equipment and
                  other fixed assets, net of depreciation, plus (d) 100% of Cash
                  and Cash Equivalents (excluding amounts in the Restricted
                  Account). For purposes of this definition, "book value" means
                  the value of an asset as reflected in the Borrower's or the
                  appropriate Subsidiary's accounting books and records,
                  determined in accordance with GAAP.

                  (d) Section 7.10 is amended by entirely amending clause (b)
         thereof as follows:

                           (b)(i) 8.75 to 1.00 at the end of the March 31,
                  2000, fiscal quarter, (ii) 10.25 to 1.00 at the end of the
                  June 30, 2000, fiscal quarter, (iii) 9.50 to 1.00 at the end
                  of the September 30, 2000, fiscal quarter, and (iv) 8.00 to
                  1.00 at the end of the December 31, 2000, fiscal quarter,

                  (e) Section 7.12 is entirely amended, as follows:

                           The Borrower shall not permit Net Worth to be less
                  than (a) at any time prior to the end of the fiscal quarter
                  of the Borrower ending December 31, 2000, the sum of (i)
                  $37,914,000, plus (ii) 50% of cumulative Net Income for the
                  period from and including April 1, 1999 (but excluding from
                  the calculation of such cumulative Net Income the effect, if
                  any, of any fiscal quarter (or portion of a fiscal quarter
                  not yet ended) for which Net Income was a negative number),
                  plus (iii) 50% of the Net Cash Proceeds from the Wingate


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                  Subordinated Debt and the Wingate Stock Acquisition and from
                  any other Equity Offering, (b) $51,000,000 as of the end of
                  the fiscal quarter of the Borrower ending December 31, 2000,
                  and (c) at any time after December 31, 2000, the sum of (i)
                  the greater of (A) $51,000,000 or (B) Net Worth as of the end
                  of the fiscal quarter of the Borrower ending December 31,
                  2000, plus (ii) 50% of cumulative Net Income for the period
                  from and including January 1, 2001 (but excluding from the
                  calculation of such cumulative Net Income the effect, if any,
                  of any fiscal quarter (or portion of a fiscal quarter not yet
                  ended) for which Net Income was a negative number), plus
                  (iii) 50% of the Net Cash Proceeds from any Equity Offering
                  after May 5, 2000.

         2. AMENDMENT FEE. The Borrower shall pay to the Administrative Agent,
for the pro rata account of each Lender, an amendment fee equal to the product
of (a) 0.10% multiplied by (b) the sum of such Lender's Revolving Credit
Commitment and the total outstanding principal amount of all Term Loan Advances
owed to such Lender as of the date of this Amendment. Such amendment fee shall
be earned and payable as of the date of this Amendment in immediately available
funds.

         3. ACKNOWLEDGMENT OF THE BORROWER. The Borrower acknowledges and agrees
that the Lenders executing this Amendment have done so in their sole discretion
and without any obligation.

         4. SUBSIDIARIES ACKNOWLEDGMENT. By signing below, each of the
Subsidiaries which has executed a Subsidiary Guaranty (a) consents and agrees
to the execution and delivery of this Amendment, (b) ratifies and confirms its
obligations under its Subsidiary Guaranty, (c) acknowledges and agrees that its
obligations under its Subsidiary Guaranty are not released, diminished,
impaired, reduced, or otherwise adversely affected by this Amendment, and (d)
acknowledges and agrees that it has no claims or offsets against, or defenses
or counterclaims to, its Subsidiary Guaranty.

         5. RELEASE.

                  (a) The Borrower and each Subsidiary Guarantor hereby
         unconditionally and irrevocably remises, acquits, and fully and forever
         releases and discharges the Administrative Agent and the Lenders and
         all respective affiliates and subsidiaries of the Administrative Agent
         and the Lenders, their respective officers, servants, employees,
         agents, attorneys, principals, directors and shareholders, and their
         respective heirs, legal representatives, successors and assigns
         (collectively, the "Released Lender Parties") from any and all claims,
         demands, causes of action, obligations, remedies, suits, damages and
         liabilities (collectively, the "Borrower Claims") of any nature
         whatsoever, whether now known, suspected or claimed, whether arising
         under common law, in equity or under statute, which the Borrower or any
         Guarantor ever had or now has against the Released Lender Parties which
         may have arisen at any time on or prior to the date of this Amendment
         and which were in any manner related to any of the Loan Documents or
         the enforcement or attempted enforcement by the Administrative Agent or
         the Lenders of rights, remedies or recourses related thereto.



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                  (b) The Borrower and each Subsidiary Guarantor covenants and
         agrees never to commence, voluntarily aid in any way, prosecute or
         cause to be commenced or prosecuted against any of the Released Lender
         Parties any action or other proceeding based upon any of the Borrower
         Claims which may have arisen at any time on or prior to the date of
         this Amendment and were in any manner related to any of the Loan
         Documents.

                  (c) The agreements of the Borrower and each Guarantor set
         forth in this Section 5 shall survive termination of this Amendment
         and the other Loan Documents.

         6. REPRESENTATIONS AND WARRANTIES TRUE, NO EVENT OF DEFAULT. By its
execution and delivery hereof, the Borrower represents and warrants to the
Lenders that, as of the date hereof:

                  (a) the representations and warranties contained in the
         Credit Agreement and the other Loan Documents are true and correct in
         all material respects on and as of the date hereof as made on and as
         of such date, except for any representations and warranties made as of
         a specific date, which shall be true and correct in all material
         respects as of such specific date; and

                  (b) after giving effect to this Amendment, no event has
         occurred and is continuing which constitutes a Default or an Event of
         Default.

         7. CONDITIONS OF EFFECTIVENESS. This Amendment shall not be effective
until each of the following conditions precedent shall have been satisfied:

                  (a) All reasonable out-of-pocket fees and expenses in
         connection with the Loan Documents, including this Amendment,
         including legal and other professional fees and expenses incurred on
         or prior to the date of this Amendment by the Administrative Agent,
         including, without limitation, the fees and expenses of Winstead
         Sechrest & Minick P.C. and Arthur Andersen L.L.P., shall have been
         paid; and

                  (b) The Administrative Agent shall have received such
         documents, certificates and instruments as the Administrative Agent
         shall reasonably require; and

                  (c) The Administrative Agent shall have received for the
         account of the Lenders the Amendment Fee described in Section 2 of this
         Amendment.

         8. REFERENCE TO CREDIT AGREEMENT. Upon the effectiveness of this
Amendment, each reference in the Credit Agreement to "this Agreement,"
"hereunder," or words of like import shall mean and be a reference to the Credit
Agreement, as affected and amended by this Amendment.

         9. COUNTERPARTS; EXECUTION VIA FACSIMILE. This Amendment may be
executed in one or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument. This
Amendment may be validly executed and delivered by facsimile or other electronic
transmission.




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         10. GOVERNING LAW: BINDING EFFECT. This Amendment shall be governed by
and construed in accordance with the laws of the State of Texas and shall be
binding upon the Borrower, the Administrative Agent, each Lender and their
respective successors and assigns.

         11. HEADINGS. Section headings in this Amendment are included herein
for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose.

         12. LOAN DOCUMENT. This Amendment is a Loan Document and is subject to
all provisions of the Credit Agreement applicable to Loan Documents, all of
which are incorporated in this Amendment by reference the same as if set forth
in this Amendment verbatim.

         13. NO ORAL AGREEMENTS. THIS WRITTEN AGREEMENT AND THE OTHER LOAN
DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



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         IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
the date first above written.

                                       KEVCO, INC.



                                       By:   /s/ Joseph P. Tomczak
                                          --------------------------------------
                                             Joseph P. Tomczak
                                             Executive Vice President and Chief
                                             Financial Officer


                                       BANK OF AMERICA, N.A., formerly known as
                                       NationsBank, N.A., as Administrative
                                       Agent and as a Lender



                                       By: /s/ William E. Livingstone, IV
                                          --------------------------------------
                                             William E. Livingstone, IV
                                             Managing Director


                                       NATIONAL CITY BANK KENTUCKY



                                       By: /s/ Jerrol Z. Miles
                                          --------------------------------------
                                             Jerrol Z. Miles
                                             Senior Vice President


                                       GUARANTY FEDERAL BANK, F.S.B.



                                       By: /s/ Robert S. Hays
                                          --------------------------------------
                                             Robert S. Hays
                                             Senior Vice President


                                       WELLS FARGO BANK, N.A.



                                       By: /s/ Danny Oliver
                                          --------------------------------------
                                             Danny Oliver
                                             Relationship Manager



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                                       PILGRIM PRIME RATE TRUST

                                       By: Pilgrim Investments, Inc., as its
                                             Investment Manager


                                       By:   /s/ Michel Prince
                                          --------------------------------------
                                             Michel Prince, CFA
                                             Vice President


                                       ARCHIMEDES FUNDING, L.L.C.

                                       By: ING Capital Advisors, Inc., as
                                             Collateral Manager


                                       By: /s/ Jonathan David
                                          --------------------------------------
                                           Jonathan David
                                           Vice President


                                       ALLIANCE CAPITAL FUNDING, L.L.C.

                                       By: Alliance Capital Management, L.P., as
                                           Manager on behalf of ALLIANCE CAPITAL
                                           FUNDING, L.L.C.

                                           By: ALLIANCE CAPITAL MANAGEMENT
                                               CORPORATION
                                               General Partner of Alliance
                                               Capital Management, L.P.


                                           By: /s/ Katalin E. Kutasi
                                               ---------------------------------
                                               Katalin E. Kutasi
                                               Senior Vice President



                                       MERRILL LYNCH DEBT STRATEGIES
                                       PORTFOLIO

                                       By: Merrill Lynch Asset Management, L.P.,
                                           as Investment Advisor

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                                       By:      /s/ Andrew C. Liggio
                                          --------------------------------------
                                                    Andrew C. Liggio
                                                    Authorized Signatory


                                       Merrill Lynch Debt Global Investment
                                       Series:
                                       INCOME STRATEGIES PORTFOLIO

                                       By: Merrill Lynch Asset Management, L.P.,
                                           as Investment Advisor


                                       By:      /s/ Andrew C. Liggio
                                          --------------------------------------
                                                    Andrew C. Liggio
                                                    Authorized Signatory


                                       BANK ONE, TEXAS, N.A.


                                       By:      /s/ Bradley C. Peters
                                          --------------------------------------
                                                    Bradley C. Peters
                                                    Vice President


                                       PAM CAPITAL FUNDING LP

                                       By: Highland Capital Management, L.P., as
                                                Collateral Manager



                                       By:  /s/ James Dondero
                                          --------------------------------------
                                                James Dondero, CFA, CPA
                                                President
                                                Highland Capital Management L.P.

ACKNOWLEDGED AND AGREED:

KEVCO MANAGEMENT, INC.



By:  /s/ James Johnson
   --------------------------------------
         James Johnson
         Executive Vice President

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KEVCO HOLDING, INC.


By:  /s/ James Johnson
   --------------------------------------
         James Johnson
         Executive Vice President


KEVCO GP, INC.


By:  /s/ James Johnson
   --------------------------------------
         James Johnson
         Executive Vice President


KEVCO COMPONENTS, INC.


By:  /s/ James Johnson
   --------------------------------------
         James Johnson
         Executive Vice President


DCM DELAWARE, INC.


By:  /s/ James Johnson
   --------------------------------------
         James Johnson
         Executive Vice President


KEVCO MANUFACTURING, L.P.

By:  KEVCO GP, INC., its General Partner


By:  /s/ James Johnson
   --------------------------------------
         James Johnson
         Executive Vice President


KEVCO DISTRIBUTION, L.P.

By:  KEVCO GP, INC., its General Partner



By:  /s/ James Johnson
   --------------------------------------
         James Johnson
         Executive Vice President