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                                                                   EXHIBIT 10.15

                              AMENDMENT NUMBER ONE

                  This AMENDMENT TO LOAN AGREEMENT ("Amendment") dated as of
this 31st day of March 2000, among FLEET CAPITAL CORPORATION, as Agent, the
financial institutions party to the Loan Agreement (as defined below) as
Lenders, and RESTORATION HARDWARE, INC. and THE MICHAELS FURNITURE COMPANY, INC.
(each a "Borrower" and collectively "Borrowers"), is made in reference to the
following facts:

                  A. Agent, Lenders and Borrowers have previously entered into
that certain Fifth Amended and Restated Loan and Security Agreement dated as of
February 2, 2000 ("Loan Agreement") and various agreements and instruments
collateral thereto (collectively with the Loan Agreement, the "Loan Documents").
All capitalized terms used herein, unless otherwise defined herein, shall have
the meanings set forth in the Loan Documents.

                  B. Without waiving any of Agent's or Lenders' rights and
remedies, Agent and Lenders are willing to amend the Loan Agreement on the terms
and subject to the conditions set forth in this Amendment. Borrowers are
entering into this Amendment with the understanding and agreement that, except
as specifically provided herein, none of Agent's or Lenders' rights or remedies
as set forth in the Loan Documents is being waived or modified by the terms of
this Amendment.

                  NOW THEREFORE, in consideration of the foregoing agreed upon
recitals and the terms and conditions hereof, the parties do hereby agree as
follows:

                  1.                Section 2.7 of the Loan Agreement is amended
by deleting "$20,000" and substituting "$30,000" in lieu thereof.

                  2.                Section 8.1.5 of the Loan Agreement is
amended by deleting it in its entirety and replacing it with the following:

                           "Projections. Not later than 30 days prior to the end
                  of each fiscal year of Borrowers, deliver to Agent and each
                  Lender Projections of Borrowers for the forthcoming three
                  years, year by year, and month by month, in the same form as
                  that previously delivered to the Agent. Lenders and Agent
                  recognize that, since Restoration is a public company within
                  the meaning of the Securities Act of 1933, any projections
                  provided to Agent and Lenders could be insider information and
                  agree that in such cases they shall keep such information
                  confidential in accordance with their usual business
                  practices."

                  3.                Section 8.1.8 of the Loan Agreement is
amended by deleting it in its entirety and replacing it with the following:

                           "Borrowing Base Certificate. Not later than 15 days
                  after the end of every month, Borrower shall certify to Agent
                  in writing that the outstanding Loans and Letters of Credit
                  are within the limitations of the Borrowing Base.
                  Notwithstanding the foregoing, for the initial six months
                  after the Closing Date, Borrower shall deliver a borrowing
                  base certificate on the first day of the week for the
                  preceding week. In addition, a borrowing base certificate
                  shall be delivered


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by Borrower to Agent on the first day of the week for the preceding week during
any period in which Availability declines below $10,000,000. All borrowing base
certificates shall be in form and substance reasonably acceptable to Agent."

                  4.                A new Section 8.1.11 is added to the Loan
Agreement to read as follows:

                           " 8.1.11 Lease Payments. Not later than 15 days after
                  the end of every month, Borrowers shall deliver an Officer's
                  Certificate to Agent certifying that all real property lease
                  payments are current except those subject to a good faith
                  business dispute."

                  5.                A new Section 8.1.12 is added to the Loan
Agreement to read as follows:

                           "8.1.12 Capital Contributions. Upon the Availability
                  first being less than $7,500,000, Borrowers shall forthwith
                  use its best commercial efforts to commence negotiations to
                  obtain additional capital from third party investors
                  (including in the form of equity or subordinated debt which
                  shall be in form and substance reasonably satisfactory to
                  Agent) in an aggregate amount at least equal to $5,000,000."

                  6.                Section 8.2.8 of the Loan Agreement is
amended by deleting it in its entirety and replacing it with the following:

                           "Capital Expenditures. Make aggregate Capital
                  Expenditures gross of landlord allowances (including, without
                  limitation, by way of capitalized leases) which, in the
                  aggregate, exceed the amounts set forth below during the
                  corresponding fiscal year:

<TABLE>
<CAPTION>
                             Fiscal Year                               Amount
                  ----------------------------------                 -----------
<S>                                                                  <C>
                  Fiscal Year ended January 31, 2001                 $29,000,000
                  Fiscal Year ended January 31, 2002                 $43,000,000
                  Fiscal Year ended January 31, 2003                 $58,000,000"
</TABLE>

                  7.                Section 8.3.1 of the Loan Agreement is
amended by deleting it in its entirety and replacing it with the following:

                           "EBITDA. Achieve EBITDA, measured on a rolling four
                  fiscal quarter basis, of not less than the following
                  respective amounts as of the end of the following respective
                  fiscal quarters:

<TABLE>
<CAPTION>
                   Fiscal Quarter ending                              Amount
                   ---------------------                              ------
<S>                                                                 <C>
                   April 30, 2000                                   $ 3,800,000
                   July 31, 2000                                    $ 2,900,000
                   October 31, 2000                                 $ 3,400,000
                   January 31, 2001                                 $13,500,000
                   April 30, 2001                                   $18,100,000
</TABLE>

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<TABLE>
<CAPTION>
                   Fiscal Quarter ending                              Amount
                   ---------------------                              ------
<S>                                                                 <C>
                   July 31, 2001                                    $20,500,000
                   October 31, 2001                                 $24,500,000
                   January 31, 2002                                 $30,000,000
                   April 30, 2002                                   $33,600,000
                   July 31, 2002                                    $36,300,000
                   October 31, 2002                                 $39,800,000
                   January 31, 2003 and thereafter                  $50,200,000"
</TABLE>

                   8.                Section 8.3.2 of the Loan Agreement is
amended by deleting it in its entirety and replacing it with the following:

                  "Debt to EBITDA. Have a ratio of consolidated Funded Debt,
         including Capitalized Lease Obligations (determined in accordance with
         GAAP) to EBITDA of not more than the amount shown below as of the end
         of the corresponding fiscal quarter, to be measured on a rolling four
         fiscal quarter basis.

<TABLE>
<CAPTION>
                     Fiscal Quarter ending                   Amount
                ------------------------------------         ------
<S>                                                          <C>
                April 30, 2000                                 8.20
                July 31, 2000                                 13.90
                October 31, 2000                              16.90
                January 31, 2001                               2.50
                April 30, 2001                                 2.60
                July 31, 2001                                  2.10
                October 31, 2001                               2.40
                January 31, 2002                               2.00
                April 30, 2002                                 2.00
                July 31, 2002                                  2.00
                October 31, 2002                               2.00
                January 31, 2003 and thereafter                2.00
</TABLE>

                  For future periods during the term of this Agreement Agent and
         all Lenders may establish financial covenants in their reasonable
         credit judgment (based upon similar criteria to those used by Agent for
         the existing covenants and the projections previously delivered to
         Agent) for those financial covenants contained in subsections 8.2.8,
         8.3.1 and 8.3.2."

                  9.                A new Section 11.11 is added to the Loan
Agreement to read as follows::

                           "11.11 Syndication. Agent and Arranger will manage
                  all aspect of the syndication, including the selection of
                  Lenders, the determination of when Agent and Arranger will
                  approach potential Lenders and the final allocations among the
                  Lenders. The Borrower agrees to provide reasonable assistance
                  to Agent and Arranger to actively achieve a timely syndication
                  that is reasonably satisfactory to Agent and Arranger, such
                  assistance to include, among other things, (a) direct

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                  contact during the syndication between the Borrowers' senior
                  officers, representatives and advisors, on the one hand, and
                  prospective Lenders, on the other hand, at such times and
                  places as Agent and Arranger may reasonably request, (b)
                  providing to Agent and Arranger all financial and other
                  information with respect to the Borrower and the transactions
                  contemplated hereby that Agent and Arranger may reasonably
                  request, including but not limited to financial projections
                  relating to the foregoing, and (c) assistance in the
                  preparation of a confidential information memorandum and other
                  marketing materials to be used in connection with the
                  syndication. Agent and Arranger shall be entitled, after
                  consultation with the Borrowers, to change the pricing,
                  structure, terms and amount of any portion of the credit
                  facility contemplated hereby if Agent and Arranger determine
                  that such changes are advisable in order to ensure a
                  successful syndication or an optimal credit structure for the
                  credit facility, so long as the aggregate amount of the
                  Commitment is not reduced. The Borrowers agree that, prior
                  to and during the syndication of the credit facility, the
                  Borrowers will not permit any offering, placement or
                  arrangement of any competing issues of public debt securities
                  or commercial bank facilities of Restoration and/or any of its
                  subsidiaries."

                 10. Appendix A - General Definitions of the Loan Agreement is
amended by adding the following definition in its appropriate alphabetical
order:

                         "Arranger"  - means FleetBoston Robertson Stephens Inc.

                 11. The definition of "Borrowing Base" in Appendix A - General
Definitions of the Loan Agreement is amended by deleting it in its entirety and
replacing it with the following:

                           "Borrowing Base - as at any date of determination
                 thereof, an amount equal to the sum of:

                                    (a) up to 85% of the average net liquidation
                           value of Eligible Inventory of Restoration (based on
                           an annual weighted average, subject to change based
                           on the then current appraised value). Provided,
                           however, if no Event of Default has occurred and is
                           continuing, such appraisals shall not, unless
                           requested by Restoration (in which case, the cost
                           thereof shall not be counted for purposes of Section
                           2.7 of the Loan Agreement), be more frequently than
                           quarterly; plus

                                    (b) up to 25% of the cost value of Eligible
                           Inventory of Michaels; plus

                                    (c) up to 85% of the value of Eligible
                           Accounts of Michaels.

                  Provided, not more than $10,000,000 in the aggregate may be
                  borrowed under (b) and (c) above."

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             12. The definition of "Libor Rate" in Appendix A - General
Definitions of the Loan Agreement is amended by deleting "1/16" wherever it
appears therein and substituting "1/8" in lieu thereof.

             13. Except as amended by the terms herein, the Loan Documents
remain in full force and effect in accordance with their terms. If there is any
conflict between the terms and provisions of this Amendment, the terms and
provisions of Amendment Number One and the Loan Documents, the terms and
provisions of this Amendment shall govern.

             14. 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.

             15. This Amendment shall be governed by and construed according to
the laws of the State of California.

             16. The Loan Documents, subject to the foregoing terms and
conditions provided by this Amendment, constitute the complete agreement of the
parties hereto with respect to the subject matters referred to herein and
supersede all prior or contemporaneous negotiations, promises, agreements, or
representations, all of which have become merged and finally integrated into the
Loan Documents and this Amendment.

             17. Borrower agrees to pay, on demand, all attorneys' fees and
costs incurred in connection with the negotiation, documentation and execution
of this Amendment. If any legal action or proceeding shall be commenced at any
time by any party to this Amendment in connection with its interpretation or
enforcement, the prevailing party or parties in such action or proceeding shall
be entitled to reimbursement of its reasonable attorneys' fees and costs in
connection therewith, in addition to all other relief to which the prevailing
party or parties may be entitled.



                           FLEET CAPITAL CORPORATION,
                           as Agent and Lender
                           By: /s/ MATT VAN STEEHUYSE
                           Its: Senior Vice President


                           RESTORATION HARDWARE, INC.
                           By:  /s/ WALTER PARKS
                           Its: Chief Administrative Officer


                           THE MICHAELS FURNITURE COMPANY, INC.
                           By: ________________________________
                           Its: ________________________________


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