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                                                                   EXHIBIT 10.29

                           THIRD AMENDMENT TO RESTATED
                          CREDIT AND SECURITY AGREEMENT

         THIS THIRD AMENDMENT TO RESTATED CREDIT AND SECURITY AGREEMENT (the
"Third Amendment") by and between EDUCATIONAL DEVELOPMENT CORPORATION, a
Delaware corporation, as borrower (the "Company"), and ARVEST BANK, successor
via name change to Arvest State Bank, Tulsa, Oklahoma, as lender (the "Bank"),
is entered into effective as of the 30th day of June, 2002.

         WITNESSETH:

         WHEREAS, pursuant to the Restated Credit and Security Agreement dated
as of June 30, 1999, as amended by the First Amendment thereto dated as of June
30, 2000, and as further amended by the Second Amendment thereto dated as of
June 30, 2001 (collectively the "Restated Credit Agreement"), the Bank extended
a Three Million Five Hundred Thousand Dollars ($3,500,000) revolving line of
credit (the "Revolving Credit Loan") to the Company upon the terms and
conditions therein set forth, the Revolving Credit Loan being secured by the
Collateral defined and described in Section 7.1 of the Restated Credit Agreement
and in the Security Agreement more particularly described and defined therein;

         WHEREAS, the Company has requested the Bank to extend and renew the
revolving credit facility for one (1) year until June 30, 2003 in the maximum
principal amount of $3,500,000; and

         WHEREAS, subject to the terms, provisions and conditions hereinafter
set forth, the Bank is willing to so extend, amend and modify the Revolving
Credit Loan facility established pursuant to the Restated Credit Agreement in
the maximum principal amount of $3,500,000.

         NOW, THEREFORE, for good and valuable consideration and for the
extension and amendment of the Restated Credit Agreement, the Company and the
Bank hereby agree as follows:

         1.       The maturity date of the Revolving Credit Loan shall be
extended from June 30, 2002 to June 30, 2003 and Revolving Credit Loan advances
shall be evidenced by that certain replacement Revolving Credit Note of even
date herewith in the original principal amount of Three Million Five Hundred
Thousand Dollars ($3,500,000) payable to the order of the Bank and bearing
interest at a variable annual rate equal from day to day to Prime Rate (as
therein defined) minus one-quarter of one percentage point (0.25%). References
to such Prime Rate and the applicable interest rate in Sections 2.1 and 2.2 of
the Restated Credit Agreement are modified accordingly. A true and correct copy
of the replacement Revolving Credit Note is annexed hereto as Exhibit A and made
a part hereof (the "Replacement Note").

         2.       The remaining terms, provisions and conditions set forth in
the Restated Credit Agreement shall remain in full force and effect for all
purposes. The Company restates, confirms and ratifies the warranties, covenants
and representations set forth therein and further represents to the Bank that no
defaults or Events of Default exist under the Restated Credit Agreement as of
the

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date hereof. The Company further confirms, continues, grants and re-grants to
and in favor of the Bank, as secured party, a continuous and continuing first
and prior security interest in all of the items and types of Collateral more
particularly described in Section 7.1 of the Restated Credit Agreement and in
Section 2 of the Security Agreement described therein.

         3.       The maximum amount of capital expenditures during any calendar
year in the amount of $500,000 as set forth in Section 5.7 of the Restated
Credit Agreement is deleted and the amount "$l,000,000" is inserted in lieu
thereof.

         4.       The Company represents and warrants to the Bank that it is a
corporation duly organized and validly existing and in good standing under the
laws of the State of Delaware and that the Company is duly licensed, qualified
and in good standing under the laws of the State of Oklahoma as a foreign
corporation. The Company will not change the jurisdiction or state of its
incorporation or otherwise re-incorporate without prior notification thereof to
the Bank, including authorization to the Bank to file amended or supplemental
financing statements and execution by the Company of such supplemental or
amended security agreements and/or financing statements as deemed appropriate by
the Bank.

         5.       The Company agrees to pay the Bank's legal fees incurred in
connection with the negotiation, preparation and closing of this Third
Amendment.

         IN WITNESS WHEREOF, this Third Amendment is executed and delivered to
the Bank by the undersigned duly authorized corporate officer of the Company,
which officer has full power and authority to do so on behalf and in the name of
the Company by virtue of all necessary corporate action of the Board of
Directors of the Company, effective as of the 30th day of June, 2002.

                                             EDUCATIONAL DEVELOPMENT
                                             CORPORATION

                                             By _______________________________
                                                        Randall White
                                                        President

                                                         "Company"

                                             ARVEST BANK

                                             BY________________________________
                                                    Dennis Colvard
                                                    Senior Vice President

                                                         "Bank"