Exhibit 2.20  CONFORMED COPY   FOURTH AMENDMENT AGREEMENT   DATED   26TH   JULY, 2004   relating to a Revolving Credit
Facility and Bilateral Facilities originally dated 29th November,
1999 (but amended and restated on a number of occasions, most recently by an
amendment
agreement dated 28th May, 2004).   For   WATERFORD WEDGWOOD PLC  WATERFORD WEDGWOOD U.K. PLC  and certain Subsidiaries   With   THE GOVERNOR AND COMPANY OF THE
BANK OF IRELAND  as Agent     ALLEN & OVERY LLP LONDON BK:1653283.10  
   CONTENTS  Clause1.
  Interpretation2.
  Conditions Precedent3.
  Amendments4.
  Representations5.
  Consents6.
  Expenses7.
  Miscellaneous8.
  Security Confirmation9.
  Continuation10.
  Counterparts11.
  Jurisdiction12.
  Governing
  LawSchedule1.
  Various
  PartiesPart 1  Original BorrowersPart 2  Original GuarantorsPart 3  Security ProvidersPart 4  RCF BanksPart 5  Original Bilateral Banks2.
  Conditions Precedent
  DocumentsSignatories  
   THIS AGREEMENT is dated 26th July, 2004
between:  (1)WATERFORD WEDGWOOD PLC ( a company
incorporated in the Republic of Ireland with registered number. 11861) (the Company);  (2)WATERFORD WEDGWOOD U.K. PLC (incorporated
in England with registered number 2058427) (WWUK);  (3)THE SUBSIDIARIES OF THE COMPANY listed in
Part 1 of Schedule 1 as borrowers and guarantors (the Original
Borrowers);  (4)THE SUBSIDIARIES OF THE COMPANY listed in
Part 2 of Schedule 1 as guarantors (the Original Guarantors);  (5)THE SUBSIDIARIES OF THE COMPANY LISTED IN
Part 3 of Schedule 1 as security providers (the Security
Providers);  (6)THE ROYAL BANK OF SCOTLAND PLC and THE
GOVERNOR AND COMPANY OF THE BANK OF IRELAND as arrangers (in this capacity the Arrangers);  (7)THE FINANCIAL INSTITUTIONS listed in Part 4
of Schedule 1 as revolving credit banks (in this capacity the RCF Banks)  (8)THOSE RCF BANKS (or Affiliates of them)
listed in Part 5 of Schedule 1 as providers of bilateral facilities as at the
date of this Agreement (in this capacity the Original
Bilateral Banks);  (9)THE GOVERNOR AND COMPANY OF THE BANK OF
IRELAND as agent (in this capacity the Agent);  (10)THE GOVERNOR AND COMPANY OF THE BANK OF
IRELAND, THE ROYAL BANK OF SCOTLAND PLC AND BARCLAYS BANK PLC as joint bank
co-ordinators (in this capacity the Bank Co-Ordinators);and  (11)BARCLAYS BANK PLC as intercreditor agent
and security trustee (the Security Trustee).  BACKGROUND:  (A)This Agreement (the Agreement)
is supplemental to and amends a credit agreement originally dated 29th
November, 1999 but amended and restated on a number of occasions, most recently
by an amendment agreement dated 28th May 2004 between, among others,
the Company and the Agent (as so amended, the Credit
Agreement).  (B)Certain of the Banks also provide bilateral
loans, overdraft and letter of credit issuance facilities to the Group.  (C)The Finance Parties have agreed to amend
the terms of the Credit Agreement, and to waive certain of the provisions of
the Credit Agreement which are necessary to give the consents set out in Clause
5 (Consents) of this Agreement (and the Banks providing bilateral facilities
have agreed to amend and waive the terms on which they are provided and to
incorporate the terms on which those bilateral facilities are provided into the
Credit Agreement) as set out in Clause 3 of this Agreement, and to waive
certain of the provisions of the Credit Agreement which are necessary to give
the consents set out in Clause 5 (Consents) of this Agreement. In  1 
   accordance with the provisions of Clause 28
(Amendments and Waivers) of the Credit Agreement, the Agent may effect on
behalf of the Finance Parties, the amendments and waivers set out in this
Agreement.  IT IS AGREEDas follows:  1.INTERPRETATION  1.1Definitions  (a)Capitalised terms defined in the Credit Agreement
have, unless expressly defined in this Agreement, the same meaning in this
Agreement.  (b)Agreed Amountmeans 1,035,000  All-Clad
USAmeans All-Clad USA, Inc., a Delaware corporation.  Ballygunnermeans Ballygunner Holdings,
an unlimited liability Irish company.  Ballygunner
Payableand WW On-Loan have the meanings ascribed
to this in the Request Letter.  Ballytrucklemeans Ballytruckle Holdings,
an unlimited liability Irish company  Effective
Datemeans the date upon which the Agent gives the notification referred to in
Clause 2.1(a) (Documentary conditions precedent).  Intercreditor
Agreementmeans the intercreditor and security trust agreement dated November 26th,
2003 between inter aliathe Security Trustee,
the Agent, and the Banks and the Original Bilateral Banks.  Relevant
Timemeans any time during the period from and including the date of this Agreement
until the irrevocable application of the net proceeds of the proposed disposal
of the shares in All-Clad USA to SEB SA in the prepayment and permanent
reduction of the Senior Facilities.  Request
Lettermeans the letter from the Company to the Agent dated 15th July, 2004
requesting certain consents in relation to the Credit Agreement (as annexed to
this Agreement).  Senior
Debt Discharge Datehas the meaning given to it in the Intercreditor
Agreement  Senior
Facilitieshas the meaning given to it in the Intercreditor Agreement  WW
Luxmeans Waterford Wedgwood Luxembourg S.a.r.l, incorporated in Luxembourg.  1.2Construction  (a)The provisions of Clause 1.2 (Construction) of the
Credit Agreement shall also apply to this Agreement as if set out in this
Agreement, save that references to this Agreement
shall be construed as references to this Agreement.  (b)This Agreement is supplemental to the Credit
Agreement. References in those documents to under this
Agreementand the like will be deemed to include this Agreement.  2 
   2.CONDITIONS PRECEDENT  2.1Documentary conditions precedent  (a)The provisions of Clause 3 (Amendments) shall take
effect on and from the date on which the Agent notifies the Company and the
Banks that it has received the documents set out in Schedule 2 (Conditions
Precedent) in form and substance satisfactory to the Agent.  The Agent will give that notification as soon
as practicable after receipt of those documents in form and substance
satisfactory to it (or, as the case may be, the Banks) (but subject, in each
case, to paragraph (b) below).  (b)The Agent shall not give the notice referred to in
paragraph (a) above if it is aware that:  (i)a Default has occurred which is continuing;
or  (ii)any of the representations and warranties
set out in Clause 4 (Representations and Warranties) are untrue or
inaccurate with reference to the facts and circumstances then subsisting,  save with the consent of all of the Banks.  The Agent shall promptly supply a Bank with
a copy of each document received by the Agent under paragraph (a) above
upon the request of that Bank.  2.2Lapse of this Agreement  If the notification from the Agent referred
to in paragraph (a) of Clause 2.1 above has not been given to the Company
by 2pm on 31st July, 2004 (or such later date as may be agreed by
the Agent (acting on the instructions of all of the Banks) and the Company)
then this Agreement shall lapse on that date and be of no further effect and,
without prejudice to the obligations of the Company under Clause 6 (Expenses)
and Clause 9 (Continuation), none of the parties to this Agreement shall
be under any liability under it.  3.AMENDMENTS  On and from the Effective Date, Clause
20.10(b)(iv) (Loans Out) of the Credit Agreement will be amended so that the
first six words of that paragraph are replaced by the words loans made by
non-Obligors to Obligors.  The same
changes shall be automatically made to the terms of the Bilateral Facilities
which are common to the terms of the Credit Agreement.  4.REPRESENTATIONS  Each of the
Obligors represents and warrants to each of the Finance Parties that on the
date of this Agreement, and on the Effective Date, each of the representations
and warranties contained in Clause 17 (Representations and Warranties) of the
Credit Agreement would, if repeated on that date, be true and accurate in all
respects, in each case as if references made on such date to the Credit
Agreement were references to the Credit Agreement as amended by this Agreement,
provided that the representations and warranties given on the date of this
Agreement shall assume that the Effective Date has occurred.  3 
   5.CONSENTS  5.1Ballygunner transfer  The Finance Parties consent to the
acquisition by the Company from Ballygunner of the beneficial ownership and/or
the legal ownership of all the shares in the capital of All-Clad USA which are
currently held by it.  5.2Disposal Proceeds  The Finance Parties consent to the
incurring of indebtedness by the Company under, and the lending constituted by,
the Ballygunner Payable and the WW On-Loan, notwithstanding the terms of
Clauses 20.8 (Financial Indebtedness) and 20.10 (Loans Out) of the Credit
Agreement.  5.3Conditions  The consents given in Clauses 5.1 and 5.2
above are given on the conditions that:  (a)Neither Ballygunner nor WW Lux
has any creditors as at any Relevant Time which are not members of the Group;  (b)Ballygunner has no creditors
(other than Ballytruckle in an amount not in excess of the Agreed Amount) and
WW Lux has only two creditors (being Statum Limited in an amount not in excess
of US$ 30,000 and Ballygunner);  (c)the Company confirms that:  (i)neither Ballygunner nor WW Lux have traded
and nor will any of those companies incur any liabilities as a result of the
arrangements described in Clauses 5.1 and 5.2 above (save for the
fees costs and expenses of professional advisers in connection with such
arrangements);  (ii)neither Ballygunner nor WW Lux will trade
prior to the Senior Debt Discharge Date; and  (iii)Ballygunner will not incur any Financial
Indebtedness prior to the Senior Debt Discharge Date (other than as is in
existence at the date of this Agreement); and  (d)the Effective Date occurs.  6.EXPENSES  The Company shall forthwith on demand pay
the Agent and the Co-ordinators the amount of all costs and expenses (including
legal fees and other advisers fees) properly incurred by any of them in
connection with:  (a)the negotiation, preparation,
printing and execution of this Agreement and any other documents referred to in
this Agreement or the Credit Agreement; and  (b)any amendment, waiver, consent
or suspension of rights (or any proposal for any of the foregoing) requested by
or on behalf of an Obligor and relating to this Agreement,  4 
   the Credit
Agreement or a document referred to in this Agreement or the Credit Agreement.  7.MISCELLANEOUS  Except as
otherwise expressly provided in this Agreement (and the Credit Agreement), the
terms of this Agreement (and the Credit Agreement) may be enforced only by a
party to it and the operation of the Contracts (Rights of Third Parties) Act
1999 is excluded.Notwithstanding any term of this Agreement (and the Credit
Agreement), the consent of any third party is not required for any variation
(including any release or compromise of any liability under) or termination of
this Agreement (or the Credit Agreement or both).  The provisions
of Clauses 33 (Severability), 35 (Notices) and 36 (Language) of the Credit Agreement
shall also apply to this Agreement as if set out in this Agreement, save that
references to the Agreement shall be construed
as references to this Agreement.  This Agreement
is designated a Finance Document for the purposes
of the Credit Agreement.  8.SECURITY CONFIRMATION  The Company
confirms on behalf of itself and on behalf of each Obligor and each Security
Provider that the guarantees and Security Interests created by the Credit
Agreement and the Security Documents remain in full force and effect and secure
all amounts outstanding under the Finance Documents as amended by this
Agreement, notwithstanding the amendments to the Credit Agreement made by this
Agreement.  9.CONTINUATION  The Obligors,
the Arrangers, the Agent and the Banks agree that the rights and obligations of
each of them under the Credit Agreement, and the rights and obligations of each
party to a Bilateral Document, shall not be affected or impaired by the
execution, delivery and performance of this Agreement except in the manner and
to the extent stated in this Agreement.  10.COUNTERPARTS  This Agreement may be executed in any
number of counterparts.  This has the
same effect as if the signatures on the counterparts were on a single copy of
this Agreement.  11.JURISDICTION  11.1Submission  For the benefit of each Finance Party, each
Obligor agrees that the courts of England have jurisdiction to settle any
disputes in connection with any Finance Document and, accordingly, submits to
the jurisdiction of the English courts.  11.2Service of process  Without prejudice to any other mode of
service, each Obligor (other than an Obligor incorporated in England and
Wales):  5 
   (a)irrevocably appoints Waterford
Wedgwood U.K. Plc (which hereby accepts that appointment) as its agent for
service of process relating to any proceedings before the English courts in
connection with any Finance Document;  (b)agrees that failure by a
process agent to notify the Obligor of the process will not invalidate the
proceedings concerned; and  (c)consents to the service of
process relating to any such proceedings by prepaid posting of a copy of the
process to its address for the time being applying under Clause 35.2 (Addresses
for notices) of the Credit Agreement.  11.3Forum convenience and enforcement abroad  Each Obligor:  (a)waives objection to the
English courts on grounds of inconvenient forum or otherwise as regards
proceedings in connection with a Finance Document; and  (b)agrees that a judgment or
order of an English court in connection with a Finance Document is conclusive
and binding on it and may be enforced against it in the courts of any other
jurisdiction.  11.4Non-exclusivity  Nothing in this Clause 11 limits the
right of a Finance Party to bring proceedings against an Obligor in connection
with any Finance Document:  (a)in any other court of
competent jurisdiction; or  (b)concurrently in more than one
jurisdiction.  12.GOVERNING LAW  This Agreement is governed by English law.  THIS AGREEMENThas been entered into on the
date stated at the beginning of this Agreement.  6 
   SCHEDULE1  VARIOUS PARTIES  PART 1  ORIGINAL BORROWERS   Original Borrower
  
  Registered number
  
  JurisdictionofincorporationAll-Clad Holdings, Inc.
  
  
  
  Pennsylvania, USAWaterford Wedgwood GmbH
  
  HRB
  2900
  
  Germany(Local
  Court(Amtsgericht)
  at Hof)Josiah Wedgwood & Sons Limited
  
  613288
  
  England and WalesStatum Limited
  
  343652
  
  England and WalesWaterford Wedgwood Retail Limited
  
  624489
  
  England and WalesWedgwood Limited
  
  44052
  
  England and WalesWaterford Crystal Limited
  
  78088
  
  Republic of IrelandWaterford Crystal (Manufacturing) Limited
  
  104597
  
  Republic of IrelandWaterford Wedgwood Japan Limited
  
  
  
  JapanWaterford Wedgwood USA, Inc.
  
  
  
  New York, USAWW Inc.
  
  
  
  Delaware, USAWaterford Wedgwood Finance, Inc.
  
  
  
  Delaware, USA  7 
   PART 2  ORIGINAL GUARANTORS  Original Guarantor
  
  Registered number
  
  Jurisdiction
  of incorporationJosiah Wedgwood & Sons (Exports)
  Limited
  
  240666
  
  England and WalesStuart & Sons Limited
  
  117548
  
  England and WalesWaterford Wedgwood, Inc.
  
  
  
  Delaware, USAWaterford Wedgwood Holdings Inc.
  
  
  
  Delaware, USAClad Metals LLC
  
  
  
  Delaware, USAAll-Clad Metalcrafters, LLC
  
  
  
  Delaware, USAClad Holdings Corp
  
  
  
  Delaware, USA  PART 3  SECURITY PROVIDERS  Security Providers
  
  Jurisdiction
  of incorporationJosiah Wedgwood & Sons (Aust) Pty Ltd
  
  AustraliaAll Clad USA, Inc.
  
  Delaware, USAWW Acquisition (Delaware) Corp.
  
  Delaware, USAWaterford Wedgwood Partners
  
  Illinois, USAWaterford Wedgwood Linens, Inc.
  
  Delaware, USA  8 
   PART 4  RCF BANKS  The Governor and Company of the Bank of
Ireland  Ulster Bank Ireland Limited  ABN Amro Bank N.V. Dublin Branch  Allied Irish Banks, p.l.c.  Barclays Bank PLC  Bayerische Landesbank, London Branch  IIB Bank Limited  Mizuho Corporate Bank Limited  Wachovia Bank, National Association  The Royal Bank of Scotland plc  Scotiabank Ireland Limited  Merrill Lynch Capital Markets Bank Limited  Merrill Lynch International  PART 5  ORIGINAL BILATERAL BANKS  ABN Amro Bank N.V. Dublin Branch  Allied Irish Banks, p.l.c.  Barclays Bank PLC  The Governor and Company of the Bank of
Ireland  National Westminster Bank Plc  9 
   SCHEDULE 2  CONDITIONS PRECEDENT
DOCUMENTS  1.A subordination deed between, amongst
others, the Company, Ballygunner Holdings, the Agent and the Security Trustee
subordinating the claims of Ballygunner Holdings against the Company in respect
of the Ballygunner Payable (the Subordination Deed).  2.A Luxembourg law security assignment
agreement pursuant to which Ballygunner Holdings assigns its rights under
inter-company loans made by it to WW Lux to the Security Trustee (the Luxembourg Security Agreement).  3.A board resolution from the Company
authorising the entry into, and the terms and transactions contemplated by,
both this Agreement and the Subordination Deed.  4.A specimen signature of each person
authorised on behalf of the Company to execute or witness the execution of the
Agreement and the Subordination Deed, or to sign or send any document or notice
in connection with those documents.  5.A certificate of an authorised signatory of
the Company certifying that each copy document provided is correct, complete
and in full force and effect and that the constitutional documents provided are
the most recent and complete set.  6.A board resolution from Ballygunner
authorising the entry into, and the terms and transactions contemplated by,
both the Luxembourg Security Agreement and the Subordination Deed.  7.A copy of the constitutional documents of
Ballygunner.  8.A specimen signature of each person
authorised on behalf of Ballygunner to execute or witness the execution of the
Luxembourg Security Agreement and the Subordination Deed, or to sign or send
any document or notice in connection with those documents.  9.A certificate of an authorised signatory of
Ballygunner certifying that each copy document provided is correct, complete
and in full force and effect.  10.A board resolution from WW Lux authorising
the entry into, and the terms and transactions contemplated by, the Luxembourg
Security Agreement.  11.A copy of the constitutional documents of
WW Lux.  12.A legal opinion of AL Goodbody, legal
advisers as to Irish law to the Senior Creditors.  13.A legal opinion of Allen & Overy,
Luxembourg, legal advisers as to Luxembourg law to the Senior Creditors.  14.Certificates from each of WW Lux and
Ballygunner confirming the conditions set out in Clause 5.3 (Conditions) of
this Agreement.  15.Evidence that all fees that have been
invoiced prior to the completion of the disposal of the shares in All-Clad USA
Inc. to SEB SA are paid prior to, or will be paid by the proceeds of, such
disposal.  10 
   16.(a)Irrevocable authorisation from WW Lux
instructing Bank of Ireland to automatically transfer all disposal proceeds
received by WW Lux arising from the sale of the shares in All-Clad USA Inc. to
an account in the name of Ballygunner held with Bank of Ireland, immediately
upon their receipt; and  (b)irrevocable authorisation from Ballygunner
instructing Bank of Ireland to automatically transfer all amounts received from
WW Lux under paragraph 17(a) above to an account in the name of the Company
held with Bank of Ireland, immediately upon receipt.  11 
   SIGNATORIES  CompanyWATERFORD WEDGWOOD PLC(for itself and for and on behalf of the
  Obligors and Security Providers)By:
  /s/ PATRICK DOWLINGWWUKWATERFORD WEDGWOOD U.K. PLCBy:
  /s/ PATRICK DOWLINGAgent  (as Agent and as agent for itself and for
  each of the Banks, the Arrangers and the Co-ordinators)THE GOVERNOR AND COMPANY OF THE BANK OF
  IRELANDBy:
  /s/ TARA LOCHRANSecurity TrusteeBARCLAYS BANK PLCBy:
  /s/ FRANK ROGERS  12