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                                                                  EXHIBIT 10.8


                  SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT
                                       
     
       This Second Amendment to Revolving Credit Agreement (this 
"Amendment"), made as of the  22  day of December, 1997, among LOT$OFF 
CORPORATION, 50-OFF TEXAS STORES, L.P., 50-OFF OPERATING COMPANY, and 50-OFF 
MULTISTATE OPERATIONS, INC., as Borrowers (collectively, the "Borrowers"), 
and GENERAL ELECTRIC CAPITAL CORPORATION, as Lender (the "Lender"),  
                                       
                             W I T N E S S E T H:
     
       WHEREAS, the Borrowers and the Lender are parties to that certain 
Revolving Credit Agreement dated as of June 16, 1997, as amended by that 
certain First Amendment to Revolving Credit Agreement dated as of August 28, 
1997 (as further amended, modified, restated or supplemented from time to 
time, the "Credit Agreement"); and
     
       WHEREAS, the Borrowers have requested that certain terms of the Credit 
Agreement be amended, and the Lender has agreed to the requested amendments 
on the terms and conditions set forth herein;

       NOW, THEREFORE, in consideration of the premises set forth above, the 
terms and conditions contained herein and other good and valuable 
consideration, the receipt and sufficiency of which are hereby acknowledged, 
the parties agree that all capitalized terms used but not otherwise defined 
herein shall have the meanings ascribed thereto in the Credit Agreement, and 
further agree as follows:
     
       1.   AMENDMENTS TO ARTICLE 1. Article 1 of the Credit Agreement is 
hereby amended by:
     
       (a)  deleting the definitions of "BORROWING BASE" and "LOAN" set forth 
therein in the entirety and replacing such definitions, respectively, with 
the following:

             "'BORROWING BASE' shall mean, at any time, the lesser of (i) the
          Commitment and (ii) the sum of:

                (a)  (i)  from August 15 through December 15 in any year, up
             to sixty-five percent (65%) of Eligible Inventory valued at the 
             lower of 

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          fair market value or cost (on a first-in, first-out basis), and (ii)
          from December 16 through August 14 in any year, up to sixty percent
          (60%) of Eligible Inventory valued at the lower of fair market value
          or cost (on a first-in, first-out basis); PLUS
     
      (b)  the Over Advance Amount as of such time; __
  MINUS
          
      (c)  the sum of: (i) a sales tax reserve equal to the outstanding sales 
           tax liability of Borrowers as of the date of such calculation and 
           (ii) the Reserves.
     
           "LOAN" shall mean the aggregate amount of Advances outstanding at
       any time (including Letter of Credit Obligations and the Funded Over
       Advance Amount), made on behalf of any Borrower."

     
      (b)  adding the following definitions of "ADJUSTED BORROWING BASE", 
"FUNDED OVER ADVANCE AMOUNT", "LAWSUIT PROCEEDS", "MARGIN" and "OVER ADVANCE 
AMOUNT", respectively, in appropriate alphabetical order, thereto:

            "'ADJUSTED BORROWING BASE' shall mean, at any particular time,
       the Borrowing Base MINUS the Over Advance Amount.
     
            "FUNDED OVER ADVANCE AMOUNT" shall mean, at any particular time,
       the outstanding principal balance of the Loan MINUS the Adjusted
       Borrowing Base.
     
            "LAWSUIT PROCEEDS" shall mean the aggregate amount of cash due to
       the Borrowers in connection with any settlement, judgment, order or
       otherwise, in favor of the Borrowers in those certain litigation cases
       pending against Chase Manhattan Bank, Jefferies International, Ltd.
       and Jefferies & Company, as more fully described in the definition of
       "Lawsuit" set forth in the Reorganization Plan.
     
            "MARGIN" shall mean the per annum interest rate determined in
       accordance with Section 2.6(b).
     
            "OVER ADVANCE AMOUNT" shall mean (a) from December 22, 1997
       through December 31, 1997, the amount of $1,000,000; (b) from January
       1, 1998 through February 15, 1998, the amount of $2,000,000; and (c)on
       February 16, 1998 and at all times thereafter, zero." 
     
      (c)  deleting the definition of "STATED INDEX RATE" set forth therein 
in the entirety.
          
      2.  AMENDMENT TO SECTION 2.6. Section 2.6 of the Credit Agreement, 
INTEREST ON LOAN, is hereby amended by deleting paragraphs (a) and (b) 
thereof in the entirety and replacing such paragraphs, respectively, with the 
following:

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               "(a) Borrowers shall be obligated to pay interest on the unpaid
          principal amounts of the Loan owing to Lender from the Funding Date
          until the Loan is paid in full at a floating rate per annum
          equal (i) the Index Rate in effect from month to month, PLUS (ii) the
          applicable Margin, payable monthly in arrears and due on the first day
          of each calendar month commencing on July 1, 1997 and on the date the
          Loan shall be repaid in full; provided, however, that upon the
          occurrence of a Default, interest on the Loan shall be calculated at a
          default rate per annum equal to (i) the Index Rate in effect from 
          month to month, PLUS (ii)the applicable Margin, PLUS (iii) 2.00% 
          per annum, and shall be payable upon demand.
     
               (b)  The Margin shall be 5.00% per annum in connection with the
          Funded Over Advance Amount, and the Margin shall be 3.00% per annum in
          connection with all other unpaid principal amounts of the Loan."
     
      3.  AMENDMENT TO SECTION 2.8. Section 2.8 of the Credit Agreement, 
APPLICATION OF PAYMENTS, is hereby deleted in the entirety and replaced with 
the following:

               "2.8 APPLICATION OF PAYMENTS.  Except to the extent that Lender
          has agreed to a specific application of payments in this Agreement,
          each Borrower irrevocably waives the right to direct the application
          of any and all payments at any time or times hereafter received by
          Lender from or on behalf of any Borrower, and each Borrower
          irrevocable agrees that Lender shall have the continuing exclusive
          right to apply any and all such payments against the then due and
          payable Obligations of Borrowers and in repayment of the Loan and any
          other Obligations of Borrowers as Lender may reasonably deem
          advisable.  In the absence of a specific determination by Lender with
          respect thereto and except as required by Section 2.18, the same shall
          be applied in the following order: (i) then due and payable fees and
          expenses; (ii) then due and payable interest payments on the Loan;
          (iii) then due and payable principal payments on the Loan (other than
          the Funded Over Advance Amount); (iv) then due and payable Funded Over
          Advance Amount; and (v) then to any other unpaid Obligations.  Lender
          is authorized to, and at its option may, make advances on behalf of
          any Borrower for payment of all fees, expenses, charges, costs,
          principal and interest incurred by any Borrower hereunder.  Such
          advances shall be made when and as any Borrower fails to pay promptly
          such fees, expenses, charges, costs, principal and interest and, at
          Lender's option and to the extent permitted by law, shall be deemed
          Advances constituting part of the Loan hereunder."
     
      4.  AMENDMENT TO SECTION 2.14. Section 2.14 of the Credit Agreement, 
CLOSING, ADMINISTRATION, AND NON-USE FEES, is hereby amended by adding the 
following paragraph(d) at the end thereof:
          
               "(d) As additional compensation for Lender's costs and risks in
          making the total amount of the Commitment and the 

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          Over Advance Amount available to Borrowers, and whether or not the 
          Borrowers ever utilize the Over Advance Amount, Borrowers hereby 
          agree to pay to Lender on January 1, 1998, a fee in the amount of 
          $125,000. Such fee shall be fully earned on December 22, 1997 and 
          non-refundable when paid. Additionally, the Borrowers hereby agree 
          to pay to the Lender on February 16, 1998, a fee in the amount of 
          2.5% of the Lawsuit Proceeds by executing and delivering to the 
          Lender on February 16, 1998, such documents and agreements 
          (including opinions of counsel) as may be necessary or requested 
          by the Lender to convey to the Lender 2.5% of the Borrowers' 
          right, title and interest in and to the Lawsuit Proceeds, in form 
          and substance satisfactory to the Lender; provided, however, the 
          Borrowers shall not be required to pay such fee if, on February 
          16, 1998, the Borrowers make the mandatory repayment of the Funded 
          Over Advance Amount required by Section 2.18 hereof." 
               
      5.  AMENDMENT TO ARTICLE 2. Article 2 of the Credit Agreement, 
AMOUNT AND TERMS OF CREDIT, is hereby amended by adding the 
following Section 2.18 at the end thereof:
          
               "2.18 MANDATORY REPAYMENT OF FUNDED OVER ADVANCE AMOUNT. On
          February 16, 1997, the Borrowers shall make a mandatory repayment of
          the Loan in the amount of the then outstanding principal balance of
          the Funded Over Advance Amount, together with accrued interest
          thereon, and such repayment shall be applied to the Funded Over
          Advance Amount of the Loan."
     
      6.  NO OTHER AMENDMENT.  Except for the amendments expressly set forth 
above, the text of the Credit Agreement and all other Loan Documents shall 
remain unchanged and in full force and effect.  The Borrowers acknowledge and 
expressly agree that the Lender reserves the right to, and does in fact, 
require strict compliance with all terms and provisions of the Credit 
Agreement and the other Loan Documents.
     
      7.  CONSENT TO PARTICIPATION OR ASSIGNMENT.  Pursuant to Section 10.10 of 
the Credit Agreement, the Borrowers hereby consent to Lender's sale of 
participations, assignment, transfer or other disposition, at any time or 
times, of any interest in the Funded Over Advance Amount or of any portion 
thereof or interest therein, including Lender's rights, title, interests, 
remedies, powers or duties thereunder, whether evidenced by a writing or not. 
Each Borrower agrees that it will use its best efforts to assist and 
cooperate with Lender in any manner reasonably requested by Lender to effect 
any such sale of participations or assignment.
     
      8.  REPRESENTATIONS AND WARRANTIES.  Each Borrower hereby represents and 
warrants in favor of the Lender as follows:
     
     (a)   Such Borrower has the corporate power and authority (i) to
   enter into this Amendment and (ii) to do all acts and things as are
   required or contemplated hereunder to be done, observed and performed
   by it;

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               (b)  This Amendment has been duly authorized, validly executed
          and delivered by one or more authorized signatories of such Borrower,
          and constitutes the legal, valid and binding obligation of such
          Borrower, enforceable against it in accordance with its terms;
     
               (c)  The execution and delivery of this Amendment and performance
          by such Borrower under the Credit Agreement, as amended hereby, do not
          and will not require the consent or approval of any regulatory
          authority or governmental authority or agency having jurisdiction over
          such Borrower which has not already been obtained, nor contravene or
          conflict with the charter documents of such Borrower, or the provision
          of any statute, judgment, order, indenture, instrument, agreement, or
          undertaking, to which such Borrower is party or by which any of its
          properties are or may become bound;
     
               (d)  As of the date hereof, and after giving effect to this
          Amendment (i) no Default or Event of Default exists under the Credit
          Agreement or is caused by this Amendment other than as disclosed on
          Schedule 1 attached hereto (and the Borrowers acknowledge that no
          Default or Event of Default disclosed on such Schedule 1 has been
          waived by the Lender and that the Lender reserves all rights and
          remedies with respect to such Defaults or Events of Default) and, and
          (ii) to the best of the Borrowers' knowledge, each representation and
          warranty set forth in Article 4 of the Credit Agreement is true and
          correct in all material respects, except (x) to the extent previously
          fulfilled in accordance with the terms of the Credit Agreement, as
          amended hereby, or (y) to the extent relating specifically to the
          Closing Date.
     
            9.   CONDITIONS PRECEDENT TO EFFECTIVENESS.  This Amendment shall 
become effective on the date that the Lender shall have received a duly 
executed original signature page to this Amendment from the Borrowers. 
     
           10.   GOVERNING LAW.  This Amendment shall be governed by and 
construed in accordance with the laws of the State of Georgia, without 
reference to the conflicts or choice of law principles thereof.
     
           11.   LOAN DOCUMENT.  This Amendment shall be deemed to be a Loan 
Document for all purposes.
     
           12.   EXPENSES.  The Borrowers agree to pay all reasonable 
expenses of the Lender incurred in connection with this Amendment, including, 
without limitation, all fees and expenses of counsel to the Lender.

           13.   COUNTERPARTS.  This Amendment may be executed by one or more 
of the parties hereto on any number of separate counterparts, each of which 
shall be deemed an original and all of which, taken together, shall be deemed 
to constitute one and the same instrument.  Delivery of an executed 
counterpart of this Amendment by facsimile transmission shall be as effective 
as delivery of a manually executed counterpart hereof.

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          IN WITNESS WHEREOF, the parties hereto have caused their respective 
duly authorized officers or representatives to execute and deliver this 
Amendment as of the day and year first written above.
     
BORROWERS:               LOT$OFF CORPORATION, a Delaware corporation
     
     
                         By:  /s/ Charles J. Fuhrmann II
                              ------------------------------
                              Charles J. Fuhrmann, II
                              President
     
     
                              50-OFF MULTISTATE OPERATIONS, INC., a Nevada 
                              corporation
     
     
                         By:  /s/ Charles J. Fuhrmann II
                              ------------------------------
                              Charles J. Fuhrmann, II
                              President
     
     
                              50-OFF OPERATING COMPANY, a Nevada corporation
     
     
                         By:  /s/ Charles J. Fuhrmann II  
                              ------------------------------
                              Charles J. Fuhrmann, II
                              President
     
     
                              50-OFF TEXAS STORES, L.P., a Texas limited 
                              partnership
     
                         By:  50-OFF Texas Management, Inc.,
                              a Nevada corporation,
                              its managing general partner
     
     
                         By:  /s/ Charles J. Fuhrmann II
                              ------------------------------
                              Charles J. Fuhrmann, II
                              President
     
     
     
LENDER:                  GENERAL ELECTRIC CAPITAL CORPORATION
     
     
                         By:   /s/ Timothy C. Huban      
                               ------------------------------
                               Timothy C. Huban
                         Its:  Senior Vice President     
                               ------------------------------

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Schedule 1