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                                                                Exhibit 10(xxi)

                               AMENDMENT NUMBER 4
                              TO THE SECOND AMENDED
                          AND RESTATED CREDIT AGREEMENT


              Amendment dated as of January 10, 1997 among COVENTRY CORPORATION
(the "Borrower"), the BANKS listed on the signature pages hereof (the "Banks"),
and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Agent (the "Agent").


                              W I T N E S S E T H :


              WHEREAS, the Borrower, the Banks and the Agent entered into a
Second Amended and Restated Credit Agreement dated as of November 20, 1992, and
amended by Amendment Number 1, dated as of June 30, 1995, Amendment Number 2,
dated as of March 14, 1996 and Amendment Number 3, dated as of September 30,
1996 (as so amended, the "Credit Agreement"); and

              WHEREAS, the parties hereto desire to amend the Credit Agreement
as set forth herein.

              NOW, THEREFORE, the parties hereto agree as follows:

              SECTION 1. Definitions; References. Unless otherwise specifically
defined herein, each term used herein which is defined in the Credit Agreement
shall have the meaning assigned to such term in the Credit Agreement. Each
reference to "hereof", "hereunder", "herein" and "hereby" and each other similar
reference and each reference to "this Agreement" and "the Credit Agreement" and
each other similar reference contained in any Financing Document shall from and
after the date hereof refer to the Credit Agreement as amended hereby.

              SECTION 2. Amendment of Section 1.01 of the Credit Agreement. (a)
Section 1.01 of the Credit Agreement is amended by deleting from the definition
of "Reduction Transaction" the words: "provided that the Champion Dental Sale
shall not be a Reduction Transaction."





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         (b) Section 1.01 of the Credit Agreement is amended by deleting from
the definition of "Reduction Percentage" clause (ii) and inserting, in lieu
thereof, the following:

         "(ii) in the case of any such reduction in respect of the issuance of
         Equity Securities, 50%, and (iii) in the case of any such reduction in
         respect of a Purchase Adjustment, 100% of the amount of all Net Cash
         Proceeds received on account of such Purchase Adjustment until such
         time as the amount of Net Cash Proceeds so received equals $20,000,000
         and 50% of the amount of all such Net Cash Proceeds so received in
         excess thereof."

         (c) Section 1.01 of the Credit Agreement is amended by adding at the
end of the definition of "Net Cash Proceeds" the following clause:

         (zz) in the case of the Champion Dental Sale, if the approval of the
         Missouri Department of Insurance is necessary for the remission of
         proceeds of sale to the Borrower, any such proceeds for which such
         approval shall not have been obtained (the Borrower hereby agreeing to
         use its best efforts to obtain any such necessary approval).

         SECTION 3. Amendment of Section 2.08 of the Credit Agreement. (a) The
second sentence of Section 2.08(b) of the Credit Agreement is amended to read as
follows:

         "Each reduction of the Commitments pursuant to Section 2.07 or
         subsection (c) below, other than reductions occurring because of
         Reduction Transactions arising from the Champion Dental Sale or a
         Purchase Adjustment, shall ratably reduce the required reductions of
         Commitments under this subsection for each subsequent Commitment
         Reduction Date. Fifty percent (50%) of the amount of each reduction of
         the Commitments occurring by reason of each Reduction Transaction
         arising from the Champion Dental Sale shall reduce the required
         reductions of Commitments under this subsection in chronological order
         and the remaining fifty percent (50%) of the amount of each such
         reduction shall reduce the required reductions of Commitments under
         this subsection in the inverse chronological order. Fifty percent (50%)
         of the amount of each reduction of the Commitments occurring by reason
         of each Reduction Transaction arising from a Purchase Adjustment shall
         ratably reduce the required reductions of Commitments under this
         subsection for each subsequent Commitment Reduction Date and, after
         giving effect to the foregoing reductions, twenty-five percent (25%) of
         the amount of each reduction of the Commitments occurring by reason of
         each Reduction Transaction arising from a Purchase Adjustment shall
         reduce the required reductions of Commitments under this subsection in
         chronological



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         order and twenty-five percent (25%) of the amount of each
         reduction of the Commitments occurring by reason of each Reduction
         Transaction arising from a Purchase Adjustment shall reduce the
         required reductions of Commitments under this subsection in inverse
         chronological order."

                  (b) The second sentence of Section 2.08(d) is amended to read
         as follows:

         "In addition, on the date of any reduction of the Commitments pursuant
         to subsection (c) of this Section 2.08 on account of a Purchase
         Adjustment or the Champion Dental Sale, the Borrower shall repay an
         aggregate principal amount of Loans equal to the excess of the Net Cash
         Proceeds of such Purchase Adjustment or of the Champion Dental Sale, as
         the case may be, over the amount of any repayment required in
         connection therewith pursuant to the preceding sentence."

                  SECTION 4. Effect of Amendment. Except as expressly set forth
herein, this Amendment shall not constitute an amendment of the surviving terms
and conditions of the Credit Agreement and all such terms and conditions shall
remain in full force and effect and are hereby ratified and confirmed in all
respects.

                  SECTION 5. Governing Law. This Amendment shall be governed by
and construed in accordance with the laws of the State of New York.

                  SECTION 6. Counterparts; Effectiveness. This Amendment may be
signed in any number of counterparts, each of which shall be an original, with
the same effect as if the signatures thereto and hereto were upon the same
instrument. This Amendment shall become effective as of the date hereof upon

                  (i)  receipt by the Agent of duly executed counterparts hereof
         signed by the Borrower and the Required Banks (or, in the case of any
         party as to which an executed counterpart shall not have been received,
         the Agent shall have received telegraphic, telex or other written
         confirmation from such party of execution of a counterpart hereof by
         such party); and

                  (ii) receipt by the Agent of payment of all expenses payable
         by the Borrower pursuant to Section 9.03 of the Credit Agreement in
         connection with this Amendment.



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                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the date first above written.


                                     COVENTRY CORPORATION


                                     By /s/ Jan H. Hodges
                                       ----------------------------------
                                       Title: Vice President, Finance



                                     MORGAN GUARANTY TRUST
                                       COMPANY OF NEW YORK


                                     By /s/ Sandra J.S. Kurek
                                       ----------------------------------
                                       Title:  Associate



                                     NATIONSBANK OF TENNESSEE, N.A.


                                     By /s/ Kevin Wagley
                                       ----------------------------------
                                       Title: Vice President



                                     SUNTRUST BANK, NASHVILLE, N.A.
                                       (FORMERLY THIRD NATIONAL
                                       BANK IN NASHVILLE)


                                     By /s/ Christopher T. Hannon
                                       ----------------------------------
                                       Title: Vice President






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                                       FLEET NATIONAL BANK


                                       By /s/ Virginia C. Roberts
                                          ------------------------------
                                         Title:  Senior Vice President



                                       CITICORP USA, INC.



                                       By /s/ Ruth E. Ford
                                          ------------------------------
                                         Title: Vice President



                                       MELLON BANK, N.A.


                                       By /s/ Kurt L. Hewett
                                          ------------------------------
                                         Title: Vice President


                                       FIRST AMERICAN NATIONAL
                                          BANK


                                       By /s/ Sandra Hamrick
                                          ------------------------------
                                         Title: Vice President



                                       MORGAN GUARANTY TRUST
                                         COMPANY OF NEW YORK,
                                          as Agent


                                       By /s/ Sandra J.S. Kurek
                                          ------------------------------
                                         Title: Associate