EXHIBIT 10.1



           SECOND AMENDMENT, dated  as of  September 22,  2000 (this  "Second
 Amendment"), to  the Amended  and Restated  Credit  Agreement, dated  as  of
 September 8, 1998 (as amended, supplemented or otherwise modified from  time
 to time, the  "Credit Agreement"), among  Home Products International,  Inc.
 (the "Borrower"),  the several  banks and  other financial  institutions  or
 entities from time to  time parties thereto (the  "Lenders"), and The  Chase
 Manhattan  Bank,   as   administrative   agent  (in   such   capacity,   the
 "Administrative Agent").

                            W I T N E S S E T H :


           WHEREAS, pursuant to the Credit Agreement the Lenders have  agreed
 to make, and have made, certain extensions of credit to the Borrower;

           WHEREAS, the Borrower  has requested that  the Lenders amend,  and
 the Lenders have agreed  to amend, certain of  the provisions of the  Credit
 Agreement upon the terms and subject to the conditions set forth below;

           NOW, THEREFORE, the parties hereto hereby agree as follows:

           1. Defined Terms.  Capitalized terms used herein and not otherwise
 defined are used herein as defined in the Credit Agreement.

           2. Amendment to Section 1.1.  Section 1.1 of the Credit  Agreement
 is  hereby  amended  by  adding  the  following  defined  terms  in   proper
 alphabetical order:

           "Covenant Reinstatement  Condition":   shall occur  upon any
      date after  the  Second  Amendment Effective  Date  on  which the
      Borrower would  be in compliance  on a  pro forma basis  with the
      covenants set  forth  in Section  7.1(a),  (b) and  (c),  as such
      covenants existed prior to the amendments thereto provided in the
      Second Amendment,  as  of  the last  day  of  the fiscal  quarter
      immediately preceding such date.

           "Second Amendment":    the  Second  Amendment  dated  as  of
      September 22, 2000 to this Agreement.

           "Second Amendment Effective  Date":   the date on  which the
      Second Amendment becomes effective in accordance with its terms.

           3. Amendment to Section 6.1.  Section 6.1 of the Credit  Agreement
 is amended  by (i)  deleting the  word "and"  which appears  at the  end  of
 paragraph (a), (ii) deleting  the period from the  end of paragraph (b)  and
 (iii) adding the following new paragraph (c):
<PAGE>

                (c)  as  soon as available,  but in  any event  not
           later than the last Business  Day of the calendar  month
           (or (1) in the  case of the  December fiscal months,  no
           later than the last Business Day of the second  calendar
           month and (2) in the case  of January fiscal months,  no
           later than the following March 15) after the end of each
           fiscal month of the Borrower, the unaudited consolidated
           balance sheet  of  the  Borrower  and  its  consolidated
           Subsidiaries as at the end of such fiscal month and  the
           related unaudited consolidated statements of income  and
           of cash flows for such fiscal  month and the portion  of
           the fiscal year  through the end  of such fiscal  month,
           setting forth  in  each  case in  comparative  form  the
           figures for the previous year (beginning with the fiscal
           month  ending  October   31,  2001),   certified  by   a
           Responsible  Officer  as  being  fairly  stated  in  all
           material respects  (subject  to  normal  year-end  audit
           adjustments).

           4. Amendment to Section 6.2.  Section 6.2 of the Credit  Agreement
 is hereby  amended  by  adding  the following  immediately  at  the  end  of
 paragraph (b) thereof:

                  and concurrently  with  the delivery  of  any  financial
                  statements pursuant to Section 6.1(c) (i) a  certificate
                  of a Responsible Officer  stating that such  Responsible
                  Officer has  obtained no  knowledge  of any  Default  or
                  Event of  Default  during  the period  covered  by  such
                  financial  statements  except   as  specified  in   such
                  certificate (including, in the case of any such  Default
                  or Event  of Default,  an  explanation of  the  proposed
                  actions  the  Borrower  intends  to  take  with  respect
                  thereto), and (ii)  a compliance certificate  in a  form
                  approved by  the  Administrative  Agent  executed  by  a
                  Responsible  Officer  of  the  Borrower  containing  all
                  information necessary for determining compliance by  the
                  Borrower and  its Subsidiaries  with the  provisions  of
                  Section 7.1(d) for the  period of 12 consecutive  fiscal
                  months ending as  of the last  day of the  month of  the
                  Borrower  for  which   such  financial  statements   are
                  delivered;

           5. Amendment to Section 7.1.   (a)  Section  7.1(a) of the  Credit
 Agreement is hereby amended by deleting the table setting forth the  maximum
 permitted Consolidated  Total  Leverage  Ratio  and  substituting,  in  lieu
 thereof, the following:

                                                           Consolidated Total
                       Period                                Leverage Ratio
                       ------                                --------------
             September 30, 2000                               6.25 to 1.00
             December 31, 2000 - March 31, 2001               7.00 to 1.00
             June 30, 2001 - September 30, 2001               6.75 to 1.00
             December 31, 2001                                6.50 to 1.00
             March 31, 2002 - June 30, 2002                   5.00 to 1.00
             September 30, 2002 - June 30, 2003               4.75 to 1.00
             September 30, 2003 - September 30, 2004          4.50 to 1.00
<PAGE>

           6. (b) Section 7.1(b) of the Credit Agreement is hereby amended by
 deleting the table setting forth  the maximum permitted Consolidated  Senior
 Leverage Ratio and substituting, in lieu thereof, the following:

                                                          Consolidated Senior
                       Period                                Leverage Ratio
                       ------                                --------------
             September 30, 2000                               3.000 to 1.00
             December 31, 2000                                3.250 to 1.00
             March 31, 2001                                   3.250 to 1.00
             June 30, 2001                                    3.250 to 1.00
             September 30, 2001                               3.125 to 1.00
             December 31, 2001                                3.000 to 1.00
             March 31, 2002 - June 30, 2002                   2.750 to 1.00
             September 30, 2002 - September 30, 2004          2.500 to 1.00

           7. (c) Section 7.1(c) of the Credit Agreement is hereby amended by
 deleting the table setting forth the maximum permitted Consolidated Interest
 Coverage Ratio and substituting, in lieu thereof, the following:

                                                        Consolidated Interest
                       Period                                Coverage Ratio
                       ------                                --------------
             September 30, 2000                               1.75 to 1.00
             December 31, 2000                                1.50 to 1.00
             March 31, 2001                                   1.50 to 1.00
             June 30, 2001 - September 30, 2001               1.50 to 1.00
             December 31, 2001                                1.55 to 1.00
             March 31, 2002 - June 30, 2002                   2.25 to 1.00
             September 30, 2002 - September 30, 2004          2.50 to 1.00

           (d)  Section  7.1 of  the Credit  Agreement is  hereby amended  by
      adding the following new paragraph (d):

           (d)   Consolidated EBITDA.   Permit  Consolidated EBITDA  for  any
      period  of  12  consecutive  fiscal  months  ending  after  the  Second
      Amendment Effective Date to be less than $33,000,000.

           8. Amendment to Section 7.6.  Section 7.6 of the Credit  Agreement
 is hereby amended by adding the following at the end thereof:

      Notwithstanding the foregoing, the  Borrower and its Subsidiaries
      may not make any of  the Restricted Payments or  engage in any of
      the transactions permitted  by the  preceding clauses (ii)  - (v)
      after the Second Amendment  Effective Date unless at  the time of
      the making of such Restricted Payment or the consummation of such
      transaction the Covenant Reinstatement Condition is satisfied.

           9. Amendment to Section 7.7.  Section 7.7 of the Credit  Agreement
 is hereby amended by (i) deleting the  word "and" from the end of  paragraph
 (a), (ii) deleting the period from the end of paragraph (b) and substituting
 therefor the phrase  "; and" and  (iii) adding the  following new  paragraph
 (c):
<PAGE>

           (c)    Notwithstanding  the  foregoing  paragraph  (a),  the
      Capital  Expenditures  of  the   Borrower  and  its  Subsidiaries
      permitted by paragraph  (a) to be  made and committed  to be made
      shall not exceed $15,000,000  in any fiscal  year, beginning with
      fiscal year 2000, unless  at the time of  making or committing to
      make each such  Capital Expenditure  in excess of  $15,000,000 in
      any such  fiscal  year the  Covenant  Reinstatement  Condition is
      satisfied.

          10. Amendment to Section 7.8.  Section 7.8  of the Credit Agreement
 is hereby amended by adding the following at the end of paragraph (g):

           notwithstanding the  foregoing,  the  Borrower  and  its
           Subsidiaries may not  make any  Acquisition pursuant  to
           this  paragraph  (g)   unless  at  the   time  of   such
           Acquisition (x) the Covenant Reinstatement Condition  is
           satisfied and  (y) the  pro  forma compliance  with  the
           financial covenants contained in Section 7.1 required by
           clause (i) above is based on  Section 7.1 as it  existed
           prior to the amendments  thereto provided in the  Second
           Amendment;

          11. Amendment to Section 7.9.  Section 7.9  of the Credit Agreement
 is hereby amended by adding the following at the end of clause  (a) thereof:

                  provided further that notwithstanding the foregoing  the
                  Borrower and  its  Subsidiaries  may not  Take  Out  any
                  Senior Subordinated Notes (other than scheduled interest
                  payments required to be made in cash) in accordance with
                  the preceding clauses (i) or (ii) unless at the time  of
                  any Take  Out the  Covenant Reinstatement  Condition  is
                  satisfied,

           12. Amendment to Section 7.  Section 7 of the Credit  Agreement is
 hereby amended by adding the following new Section 7.18:

                7.18   Maintenance of Cash.  Have or maintain any  cash, cash
     equivalents, proceeds of Collateral  or any other  monies,  investments,
     instruments, securities or cash equivalents  in any banking,  investment
     or other account or in  any place other than  (a)  in an account  opened
     and  maintained  at  a  Lender  or   (b)  in  the  possession   of   the
     Administrative Agent.

           13. Reduction  of Total Revolving Commitments.   On the  Condition
 Satisfaction  Date  (as defined below) the Total Revolving Commitments  will
 be automatically and permanently reduced by $15,000,000 to $85,000,000.

           14. Amendment to Annex  A.   Annex A of the  Credit  Agreement  is
 hereby amended by  deleting it  in its  entirety and  substituting,  in lieu
 thereof, the Annex A attached to this Amendment.
<PAGE>

           15. Effectiveness.   This Second Amendment shall become  effective
 as of September 22, 2000 on the date (the date the following  conditions are
 satisfied, the "Condition  Satisfaction Date") that  (i)  the Administrative
 Agent shall  have  received  counterparts  of  this  Second  Amendment  duly
 executed by the  Borrower and the  Required Lenders,  and (ii) the  Borrower
 shall  have  paid  all  fees  and  expenses  required  to  be  paid  to  the
 Administrative  Agent  and  the  Lenders  in  connection  with  this  Second
 Amendment and  the Credit  Agreement, including  any fees  and  expenses  of
 counsel to the Administrative Agent.

           16. Amendment  Fee.  The Borrower shall pay  to the Administrative
 Agent, for the account of each Lender which delivers to  the  Administrative
 Agent  an  executed  copy of  this  Second  Amendment  on  or  prior  to the
 Condition Satisfaction Date  an amendment fee  equal to 0.25%  of the sum of
 such Lender's Revolving Commitment (after giving effect  to the reduction in
 the  Total  Revolving  Commitments  set  forth  in  Section  11  above)  and
 Term  Loans on  the  Condition  Satisfaction Date,  payable on the Condition
 Satisfaction Date.

           17. Representations and Warranties.  On and as of the date  hereof
 after  giving  effect  to  this  Second   Amendment,  the  Borrower   hereby
 represents and warrants to the Lenders that:

                (a)  Each of the representations and warranties contained  in
           Section 4 of the Credit Agreement or in any certificate,  document
           or financial or other statement furnished at any time under  or in
           connection  therewith  are  true  and  correct  in  all   material
           respects on and  as of  such date as  if made  on  and as  of such
           date,  except  to  the  extent   that  such   representations  and
           warranties specifically relate to an  earlier date,  in which case
           such representations and warranties shall  be true and  correct in
           all material respects as of such  earlier date; provided  that the
           references to  the Credit  Agreement therein  shall be  deemed  to
           include this Second Amendment;

                (b)   No Default  or Event  of Default  has occurred  and  is
           continuing.

           18. Conditions Subsequent.  The Borrower  agrees that on or  prior
 to the  date which  is 30  days after  the Conditions  Satisfaction Date  it
 shall:

          (a)  deliver to the Administrative Agent an update of the Schedules
      to the Guarantee and Collateral Agreement;

          (b)    deliver  to the  Administrative  Agent  (i) a  list  of  all
      Subsidiaries, Capital  Stock, promissory  notes and  other  instruments
      owned by any Loan Party; (ii) all Intellectual Property (as defined  in
      the Guarantee and Collateral Agreement) owned by any Loan Party;  (iii)
      all real  property in  which any  Loan  Party has  a fee  or  leasehold
      interest; and (iv) all locations  at which any Collateral owned by  any
      Loan Party is located; and

          (c)    take  all action  required  by  Section 6.9  of  the  Credit
      Agreement or  reasonably requested  by  the Administrative  Agent  with
      respect to matters addressed in such Section 6.9.
<PAGE>

           19. Continuing Effect; No Other Amendments.   Except as  expressly
 amended or waived  hereby, all  of the terms  and provisions  of the  Credit
 Agreement and the other  Loan Documents are and  shall remain in full  force
 and  effect.    The  amendments  and  waivers  contained  herein  shall  not
 constitute an  amendment or  waiver of  any other  provision of  the  Credit
 Agreement or the other Loan Documents or for any purpose except as expressly
 set forth herein.

           20. GOVERNING LAW; Counterparts.  (a)  THIS SECOND AMENDMENT SHALL
 BE GOVERNED BY, AND CONSTRUED AND  INTERPRETED IN ACCORDANCE WITH, THE  LAWS
 OF THE STATE OF NEW YORK.

           (b)   This Second  Amendment  may be  executed  in any  number  of
 counterparts, all of  which counterparts, taken  together, shall  constitute
 one and the  same instrument.   This Second  Amendment may  be delivered  by
 facsimile transmission of the relevant signature pages hereof.

<PAGE>
           IN WITNESS WHEREOF, the parties have caused this Second  Amendment
 to be  duly executed  and  delivered by  their  respective proper  and  duly
 authorized officers as of the day and year first above written.

                                      HOME PRODUCTS INTERNATIONAL, INC.

                                      By___________________________________
                                      Name:
                                      Title:


                                      THE CHASE MANHATTAN BANK, as
                                      Administrative Agent and as a Lender

                                      By___________________________________
                                      Name:
                                      Title:

                                      BANK OF AMERICA, N.A.

                                      By___________________________________
                                      Name:
                                      Title:


                                      KEY CORPORATE CAPITAL INC.

                                      By___________________________________
                                      Name:
                                      Title:

                                      LASALLE BANK NATIONAL ASSOCIATION

                                      By___________________________________
                                      Name:
                                      Title:


                                      SOCIETE GENERALE

                                      By___________________________________
                                      Name:
                                      Title:

                                      BANK ONE, NA

                                      By___________________________________
                                      Name:
                                      Title:


<PAGE>
<TABLE>
                                                                     Annex A

         PRICING GRID FOR TERM LOANS REVOLVING LOANS, SWINGLINE LOANS,
                             AND COMMITMENT FEES


     Consolidated Total         Applicable      Applicable    Commitment Fee
        Leverage Ratio           Margin for    Margin for ABR       Rate
                             Eurodollar Loans      Loans
  -------------------------- ----------------  -------------- --------------
  <S>                             <C>              <C>             <C>
  Greater than or equal to
  6.25 to 1.00                    3.50%            2.50%           .50%

  Less than 6.25 to 1.00 and
  greater than or equal to        3.25%            2.25%           .50%
  5.75 to 1.00

  Less than 5.75 to 1.00 and
  greater than or equal to        3.00%            2.00%           .50%
  5.25 to 1.00

  Less than 5.25 to 1.00 and
  greater than or equal to        2.75%            1.75%           .50%
  4.75 to 1.00

  Less than 4.75 to 1.00 and
  greater than or equal to        2.50%            1.50%           .50%
  3.75 to 1.00


  Less than 3.75 to 1.00          2.00%            1.00%           .375%
</TABLE>

 Changes in  the  Applicable  Margin  with  respect  to  Revolving  Loans  or
 Swingline Loans or in the Commitment Fee Rate resulting from changes in  the
 Consolidated Total Leverage Ratio  shall become effective  on the date  (the
 "Adjustment Date")  on  which  financial statements  are  delivered  to  the
 Lenders pursuant to Section 6.1  (but in any event  not later than the  45th
 day after the  end of  each of  the first  three quarterly  periods of  each
 fiscal year or the 90th day after the end  of each fiscal year, as the  case
 may be) and  shall remain in  effect until the  next change  to be  effected
 pursuant to this paragraph.  If  any financial statements referred to  above
 are not delivered within the time periods specified above, then, until  such
 financial statements  are  delivered, if  the  Administrative Agent  or  the
 Required Lenders so determine, the Consolidated  Total Leverage Ratio as  at
 the end of the fiscal period that would have been covered thereby shall  for
 the purposes of this definition be deemed  to be greater than 6.25 to  1.00.
 In addition, at all times while an Event of Default shall have occurred  and
 be continuing  and  the Administrative  Agent  or the  Required  Lenders  so
 determine, the Consolidated Total Leverage Ratio  shall for the purposes  of
 this  definition  be  deemed  to  be  greater  than  6.25  to  1.00.    Each
 determination of  the Consolidated  Total Leverage  Ratio pursuant  to  this
 definition shall be  made with  respect to  the period  of four  consecutive
 fiscal quarters of the Borrower ending at  the end of the period covered  by
 the relevant financial statements.