EXHIBIT 4.1
                                                                       EXECUTION
                                                                            COPY

FOURTH  AMENDMENT  dated as of March 31,  1999 (the  "Amendment")  to  REVOLVING
CREDIT  AGREEMENT  dated as of June 2, 1997  (the  "Credit  Agreement")  between
LESLIE  FAY  MARKETING,  INC.  (the  "Borrower")  and THE  CIT  GROUP/COMMERCIAL
SERVICES,  INC.  ("CIT").  Terms which are capitalized in this Amendment and not
otherwise  defined  shall  have  the  meanings  ascribed  to them in the  Credit
Agreement.

WHEREAS, the Borrower has requested CIT's consent to the modification of certain
of the financial covenants contained in the Credit Agreement; and

WHEREAS,  CIT has agreed to such  modification of the Credit  Agreement,  on the
terms  and  subject  to the  fulfillment  of the  conditions  contained  in this
Amendment;

NOW,  THEREFORE,  in consideration of the mutual promises  contained herein, and
for other good and valuable consideration,  the receipt and sufficiency of which
are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION ONE - AMENDMENT.  Upon the  fulfillment of the  conditions  contained in
Section Two hereof,  effective as of December 1, 1998,  the Credit  Agreement is
hereby amended to provide as follows:

         (A) SECTION  10.17.  MINIMUM RATIO OF  CONSOLIDATED  CURRENT  ASSETS TO
CONSOLIDATED CURRENT  LIABILITIES.  Section 10.17 is deleted in its entirety and
the following is substituted in lieu thereof:

         "10.17 Minimum Ratio of  Consolidated  Current  Assets to  Consolidated
         Current  Liabilities.  The  Borrower  will not  permit the ratio of the
         Parent's  Consolidated  Current  Assets  to the  Parent's  Consolidated
         Current  Liabilities  to be less than (a) 2.60 to 1.00 as of the end of
         the second  fiscal  quarter of 1997,  (b) 2.60 to 1.00 as of the end of
         the third fiscal quarter of 1997, (c) 2.60 to 1.00 as of the end of the
         fourth  fiscal  quarter of 1997,  (d) 3.00 to 1.00 as of the end of the
         first  fiscal  quarter  of 1998,  (e) 3.10 to 1.00 as of the end of the
         second and third  fiscal  quarters of 1998,  (f) 2.60 to 1.00 as of the
         end of the fourth fiscal quarter of 1998 and (g) 2.80 to 1.00 as of the
         end of each fiscal quarter thereafter,  provided,  however, that solely
         for  purposes  of  determining  the  Borrower's  compliance  with  this
         covenant,   the  calculation  of  the  Parent's   Consolidated  Current
         Liabilities,  as of  any  date  of  determination,  shall  exclude  the
         aggregate  principal  amount of any Loans and Letter of Credit Exposure
         outstanding  as of such date, and provided  further,  that in the event
         that (i) the ratio of the Parent's  Consolidated  Current Assets to its
         Consolidated Current Liabilities for any referenced period is less than
         the minimum ratio prescribed for such period, (ii) the Parent's failure
         to maintain  such ratio shall have been caused  solely by the  Parent's
         payment of dividends on its capital stock or its repurchase of


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         outstanding  shares of such stock,  (iii) the proceeds of a dividend on
         the  Borrower's  capital  stock,  paid by it to the Parent,  shall have
         funded the payment or  repurchase  described  in clause (ii) hereof and
         (iv) the payment made by the Borrower  described in clause (iii) hereof
         shall have been made strictly in  accordance  with the terms of Section
         10.06 of this Agreement,  then, in such event, such failure to maintain
         such ratio shall not be an Event of Default under this Agreement."

         (B) SECTION 10.20.  CAPITAL  EXPENDITURES.  Section 10.20 is deleted in
its entirety, and the following is substituted in lieu thereof:

         "10.20  Capital  Expenditures.  The  Borrower  shall  not make  Capital
         Expenditures  in an  amount  greater  than  (a)  $1.5  million  in  the
         aggregate for the period from the Closing Date through January 3, 1998,
         (b)  $3,642,000  in the aggregate for the 1998 fiscal year and (c) $2.5
         million in the aggregate for the 1999 fiscal year,  and for each fiscal
         year  thereafter,  provided,  however,  that if the aggregate amount of
         Capital  Expenditures  actually  made  during any such  fiscal year (or
         lesser period, if applicable) shall be less than the limit with respect
         thereto set forth  above  (such  limit,  without  giving  effort to any
         increase therein pursuant to this proviso, the "base amount"), then the
         amount of such short fall (the  "rollover  amount") may be added to the
         amount of Capital Expenditures permitted to be made for the immediately
         succeeding fiscal year, provided further that any Capital  Expenditures
         made during any fiscal year for which any  rollover  amount  shall have
         been so added shall be applied first,  to the base amount for such year
         and second, to the rollover amount added to such fiscal year."

SECTION TWO- CONDITIONS PRECEDENT.  This Amendment shall become effective on the
date when all of the following conditions, the fulfillment of each of which is a
condition precedent to the effectiveness of this Amendment, shall have occurred:

         (A) CIT shall have received a fully executed counterpart or original of
this Amendment;

         (B) CIT shall  have  received a  Certificate  of the  Secretary  of the
Borrower  relating to the adoption of the  resolutions of the Board of Directors
of the Borrower, approving this Amendment;

         (C) Upon the effectiveness of this Amendment,  all  representations and
warranties  set  forth  in  the  Credit  Agreement  (except  for  such  inducing
representations and warranties that were only required to be true and correct as
of a prior date) shall be true and correct in all material respects on and as of
the  effective  date hereof,  and no Event of Default shall have occurred and be
continuing;

         (D) No event or  development  shall  have  occurred  since  the date of
delivery to CIT of the most recent  financial  statements  of the Parent and its
Subsidiaries  which event or development has had or is reasonably likely to have
a Material Adverse Effect;


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         (E)  All  corporate  and  legal   proceedings  and  all  documents  and
instruments  executed or delivered in connection  with this  Amendment  shall be
satisfactory in form and substance to CIT and its counsel; and

         (F)  CIT  shall  have  received  such  further  agreements,   consents,
instruments  and  documents  as may be  necessary  or proper  in the  reasonable
opinion of CIT and its counsel to carry out the  provisions and purposes of this
Amendment.

         SECTION  THREE-REPRESENTATIONS AND WARRANTIES.  The Borrower represents
and warrants (which  representations  and warranties shall survive the execution
and delivery hereof) to CIT that:

         (A) The Borrower has the corporate power,  authority and legal right to
execute,  deliver and perform this Amendment,  and the instruments,  agreements,
documents  and  transactions  contemplated  hereby,  and has taken  all  actions
necessary  to  authorize  the  execution,   delivery  and  performance  of  this
Amendment,   and  the  instruments,   agreements,   documents  and  transactions
contemplated hereby;

         (B)  No  consent  of  any  Person   (including,   without   limitation,
stockholders  or creditors  of the  Borrower or creditors of the Parent,  as the
case may be) other than CIT, and no consent,  permit,  approval or authorization
of,  exemption by, notice or report to, or  registration,  filing or declaration
with  (collectively  a "Consent")  any  governmental  authority,  is required in
connection with the execution, delivery, performance, validity or enforceability
of this Amendment, and the instruments,  agreements,  documents and transactions
contemplated hereby;

         (C) This  Amendment  has been duly  executed and delivered on behalf of
the Borrower by its duly authorized  officer,  and constitutes the legal,  valid
and binding  obligation of the  Borrower,  enforceable  in  accordance  with its
terms;

         (D) The Borrower is not in default under any indenture,  mortgage, deed
of trust,  or other material  agreement or material  instrument to which it is a
party or by which it may be bound.  Neither the  execution  and delivery of this
Amendment,  nor the consummation of the transactions  herein  contemplated,  nor
compliance  with the  provisions  hereof will (i) violate any law or  regulation
applicable  to it, or (ii) cause a violation  by the  Borrower,  of any order or
decree of any court or  government  instrumentality  applicable  to it, or (iii)
conflict  with, or result in the breach of, or constitute a default  under,  any
indenture,  mortgage,  deed of trust,  or other  material  agreement or material
instrument to which the Borrower is a party or by which it may be bound, or (iv)
result in the creation or imposition of any lien,  charge,  or encumbrance  upon
any of the  property  of the  Borrower,  except in favor of CIT,  to secure  the
Obligations,  or (v) violate any provision of the Certificate of  Incorporation,
By-Laws or any capital stock provisions of the Borrower;

         (E)      No Event of Default has occurred and is continuing; and


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         (F) Since the date of CIT's receipt of the financial  statements of the
Parent and Subsidiaries on a consolidated and consolidating basis for the period
ending on November 28, 1998,

 no change or event has occurred which has had or is reasonably likely to have a
Material Adverse Effect.

         SECTION FOUR-GENERAL PROVISIONS.

         (A) Except as herein  expressly  amended,  the Credit Agreement and all
other agreements, documents, instruments and certificates executed in connection
therewith,  are ratified and  confirmed in all respects and shall remain in full
force and effect in accordance with their respective terms.

         (B) All  references in the Related  Documents and Loan Documents to the
Credit  Agreement shall mean the Credit Agreement as amended as of the effective
date hereof,  and as amended hereby and as hereafter  amended,  supplemented  or
modified from time to time.  From and after the date hereof,  all  references in
the Credit Agreement to "this Agreement,"  "hereof," "herein," or similar terms,
shall mean and refer to the Credit Agreement as amended by this Amendment.

         (C) This Amendment may be executed by the parties  hereto  individually
or in  combination,  in one or more  counterparts,  each of  which  shall  be an
original and all of which shall constitute one and the same agreement.

         (D) This Amendment  shall be governed and controlled by the laws of the
State of New York without reference to its choice of law principles.

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

                                    LESLIE FAY MARKETING, INC.


                                            /s/
                                    By:  _______________________________________
                                         Name:
                                         Title:


                                    THE CIT GROUP/COMMERCIAL
                                    SERVICES, INC.

                                             /s/
                                    By:  _______________________________________
                                         Name:
                                         Title:


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