EXHIBIT 4.1







                        FIRST AMENDMENT
            TO DEBTOR IN POSSESSION CREDIT AGREEMENT


            FIRST AMENDMENT, dated as of December __, 1999 (this
"Amendment"), to the Credit Agreement referred to below among
FILENE'S BASEMENT, INC., a Massachusetts corporation, as debtor
and debtor in possession ("Borrower"), the other Credit Parties
signatory thereto, GENERAL ELECTRIC CAPITAL CORPORATION, a New
York corporation, as Agent ("Agent") and as Lender,  PARAGON
CAPITAL LLC, a Delaware limited liability company, as oversight
agent ("Oversight Agent") and as Lender, and the other Lenders
party thereto.

                      W I T N E S S E T H

            WHEREAS, Borrower, FILENE'S BASEMENT CORP., a
Massachusetts corporation, as debtor and debtor in possession
("Holdings"), Agent, Oversight Agent, and Lenders are parties to
that certain Debtor in Possession Credit Agreement, dated as of
August 23, 1999 (including all annexes, exhibits and schedules
thereto, and as amended, restated, supplemented or otherwise
modified from time to time, the "Credit Agreement"); and

            WHEREAS, pursuant to the Final Order, dated
September 16, 1999, the Credit Parties, Agent, Oversight Agent
and Lenders have agreed to amend certain provisions of the Credit
Agreement in the manner, and on the terms and conditions,
provided for herein;

            NOW THEREFORE, in consideration of the premises and
for other good and valuable consideration, the receipt, adequacy
and sufficiency of which are hereby acknowledged, the parties
hereby agree as follows:
1
            1   Definitions.  Capitalized terms not otherwise
defined herein shall have the meanings ascribed to them in the
Credit Agreement or Annex A thereto.

            2   Recitals.  The first recital of the Credit
Agreement is hereby amended by deleting the phrase "Chapter 11
Case No. ___-_________" and inserting in lieu thereof the phrase
"Chapter 11 Case Nos. 99-16984 through 16985 - WCH."

            3   Amendment to Section 1.5 of the Credit
Agreement.  Section 1.5 of the Credit Agreement is hereby amended
by deleting the percentage "0.5%" appearing as the Applicable
            Unused Facility Margin and inserting in lieu thereof the
percentage ".375%".

            4   Amendment to Section 1.9(c) of the Credit
Agreement.  Section 1.9(c) of the Credit Agreement is hereby
amended by adding the following sentences after the second
sentence thereof:

            Notwithstanding the preceding sentence, the
            Applicable Percentage shall be:  (a) one percent
            (1%) in the case of a prepayment in connection with
            a sale or liquidation of all or substantially all of
            the Credit Parties' assets within one hundred eighty
            (180) days of the Closing Date; and (b) one-half
            percent (0.5%) in the case of a prepayment in
            connection with a sale or liquidation of all or
            substantially all of the Credit Parties' assets
            which occurs more than one hundred eighty (180) days
            after the Closing Date.  Additionally, no prepayment
            fee shall be due under this Section 1.9(c) if the
            Obligations are being refinanced by "exit financing"
            provided by the Lenders in connection with the
            Credit Parties' reorganization and emergence from
            bankruptcy; provided, however, if the Lenders are
            repaid under this Agreement after failing to match a
            reasonably competitive offer for a refinancing of
            the Obligations received in writing by the Credit
            Parties and forwarded to Agent, the Applicable
            Percentage shall be (aa) one percent (1%) in the
            case of a prepayment within one hundred eighty (180)
            days of the Closing Date, and (bb) one-half percent
            (.5%) in the case of a prepayment which occurs more
            than one hundred eighty (180) days after the Closing
            Date.  The Credit Parties agree to use good faith
            efforts to negotiate first with the Lenders (as
            opposed to any other prospective lenders) an exit
            financing facility in connection with the Credit
            Parties emergence from bankruptcy, and further agree
            that any or all of the Lenders shall have fifteen
            (15) days from the date of the Lenders' receipt of
            any written offer delivered to the Credit Parties to
            make a good faith proposal to match or better such
            offer.

            5   Amendment to Section 1.11(a) of the Credit
Agreement.  Section 1.11(a) of the Credit Agreement is hereby
amended by deleting the first sentence thereof and inserting in
lieu thereof the following sentences:

            So long as no Default or Event of Default shall have
            occurred and be continuing, (i) payments consisting
            of proceeds of Accounts received in the ordinary
            course of business shall be applied to first, the
            Swing Line Loan, second to interest on the Tranche A
            Revolving Loan, third to principal on the Tranche A
            Revolving Loan, fourth to interest on the Tranche B
            Revolving Loan, fifth to principal on the Tranche B
            Revolving Loan; (ii) payments consisting of proceeds
            of Inventory received in the ordinary course of
            business shall be applied to first, the Swing Line
            Loan, second, ratably to interest on the Tranche A
            Revolving Loan and the Tranche B Revolving Loan and
            last, ratably to principal on the Tranche A
            Revolving Loan and the Tranche B Revolving Loan;
            (iii) voluntary prepayments shall be applied as
            determined by Borrower, subject to the provisions of
            Section 1.3(a); and (iv) mandatory prepayments shall
            be applied as set forth in Sections 1.3(c).

            6   Amendment to Section 1.11(c) of the Credit
Agreement.  Section 1.11(c) of the Credit Agreement is hereby
amended by (i) deleting the word "and" appearing at the end of
clause (ii) thereof, (ii) inserting a semi-colon at the end of
clause (iii) thereof and (iii) adding the following subsection at
the end of such Section 1.11(c):

            (iv) at any time, Tranche A Revolving Lenders shall
            be entitled to recover first from any proceeds as a
            result of the collection of Borrower's Accounts.
            7   Amendment to Section 1.18 of the Credit
Agreement.  Section 1.18 of the Credit Agreement is hereby
amended and restated in its entirety to read as follows:

            1.18.    Priority of Obligations and Lenders' Liens.

            (a) The priority of Lenders' Liens on the Collateral
       shall be as set forth in the Interim Order and the Final
       Order.

            (b) All Obligations shall constitute administrative
       expenses of Borrower in the Chapter 11 Case, with
       administrative priority and senior secured status under
       Sections 364(c)(1)and 364(d) of the Bankruptcy Code.
       Subject to the Senior Claims and the Professional Fee
       Carve-Out up to the Professional Fee Carve-Out Amount (as
       such terms are defined below), such administrative claim
       shall have priority over any and all administrative
       expenses, including, without limitation, the kinds
       specified in, or ordered pursuant to, Sections 105, 326,
       330, 331, 503(b), 507(a), 507(b), 726 or any other
       provision of the Bankruptcy Code and shall be pari passu
       with any allowed Administrative Rent Claim (as defined in
       the Final Order) provided that nothing hereunder shall be
       read to subordinate the various liens and security
       interests granted to the Agents and the Lenders pursuant
       to the Final Order to any Administrative Rent Claim.  The
       liens and security interests granted to Agents and
       Lenders, and the priorities accorded to the Obligations
       shall have the priority and senior secured status
       afforded by Section 364(d)(1) of the Bankruptcy Code (all
       as more fully set forth in the Final Order) senior to all
       claims and interests other than the Senior Claims and the
       Professional Fee Carve-Out up to the Professional Fee
       Carve-Out Amount (as such terms are defined herein).

            (c) Notwithstanding anything herein to the contrary,
       so long as an Event of Default shall not have occurred
       and be continuing, the Credit Parties shall be permitted
       to pay administrative expenses of the kind specified in
       Section 503(b) of the Bankruptcy Code incurred in the
       ordinary course of business of the Credit Parties and
       court-approved administrative expenses for compensation
       and reimbursement of expenses allowed and payable under
       Sections 330 and 331 of the Bankruptcy Code, as the same
       may be due and payable, within the parameters of the
       Final Order and the amounts to be advanced pursuant to
       this Agreement, and further provided such amounts are
       included in the Budget.  As used in the preceding
       sentence, "court-approved administrative expenses" shall
       include payments made pursuant to any Court-approved
       procedure for monthly or other payment of administrative
       expenses of professionals and Committee members.  Other
       than the Senior Claims, no lien or priority status
       greater than that given to the Agents and the Lenders
       under the Final Order shall be granted while any portion
       of the Loans, the Letters of Credit or the Commitments
       under this Agreement remains outstanding, absent the
       consent of the Agents. The liens and priority claims
       granted to the Agents and the Lenders pursuant to
       Sections 363(e), 364(c)(1) and 364(d) of the Bankruptcy
       Code shall be subject to unpaid allowed fees and expenses
       incurred on and after the Petition Date (net of any
       available retainer) by any examiner or Chapter 7 or
       Chapter 11 trustee appointed  or elected in the Chapter
       11 Case, and professionals retained under Section 327 or
       1103 of the Bankruptcy Code by the Credit Parties, any
       examiner or Chapter 7 or Chapter 11 trustee appointed or
       elected in the Chapter 11 Case or the Committee (the
       "Bankruptcy Professionals"), allowed reasonable and
       necessary expenses of the Committee, and any statutorily
       mandated costs and fees of the United States Trustee and
       the Clerk of the Bankruptcy Court including, without
       limitation, those pursuant to 28 U.S.C. 1930(a) with
       respect to the Chapter 11 Case (collectively, the
       "Professional Fee Carve-Out") up to a maximum aggregated
       amount not exceeding $1,000,000 (the "Professional Fee
       Carve-Out Amount").  For purposes of this Section
       1.18(c), the Professional Fee Carve-Out shall not include
       (i) any other claims that are or may be senior to or pari
       passu with any claims upon the Professional Fee Carve-
       Out, and (ii) any fees and/or expenses of the Bankruptcy
       Professionals incurred in connection with the
       commencement or continuation of any suit, motion, action
       or other proceeding challenging the extent, validity,
       perfection, enforceability or priority of the Agents' or
       Lenders' claims or liens arising under or in connection
       with the Pre-Petition Loan Agreement.

            8   Amendment to Section 2.1(h) of the Credit
Agreement.  Section 2.1(h) of the Credit Agreement is hereby
amended by deleting the phrase "the Carve-Out Expenses up to" and
inserting in lieu thereof the phrase "allowed claims with respect
to."

            9   Amendment to Section 6.7 of the Credit
Agreement.  Section 6.7 of the Credit Agreement is hereby amended
by deleting in the last sentence thereof the phrase "Carve out
Expenses up to the Reserve Amount" and inserting in lieu thereof
the phrase "Professional Fee Carve-Out up to the Professional Fee
Carve-Out Amount."

            10  Amendment to Section 6.8 of the Credit
Agreement.  Section 6.8 of the Credit Agreement is hereby amended
by (i) deleting in clause (c) thereof the phrase Disclosure
Schedule 6.8 and inserting in lieu thereof the phrase "Disclosure
Schedule 6.8(a)", (ii) deleting the text of clause (f) and
inserting in lieu thereof the phrase "the closing of those Stores
identified on Disclosure Schedule 6.8(b) and the disposition of
all leasehold interests related thereto and assets located
therein", (iii) deleting the text of clause (g) and inserting in
lieu thereof the phrase the closing of additional Stores and the
disposition of all leasehold interests related thereto and assets
located therein upon ten (10) Business Days' notice to Agents,
provided however that from the Amendment Effective Date through
and including December 15, 1999 such notice period shall be five
(5) Business Days, and (iv) deleting in clause (h) the phrase
"(and with respect to leases subject to a leasehold mortgage in
favor of Agent" and further deleting in clause (h) the last
parenthetical in such clause (h) and inserting in lieu thereof
the phrase "as such NLV is reasonably determined by Agents".

            11  Amendment to Section 9.1(d) of the Credit
Agreement.  Section 9.1(d) of the Credit Agreement is hereby
amended by deleting in the last sentence thereof the phrase "in
compliance with the representations contained in Section 3.4(c)"
and inserting in lieu thereof the phrase "in a manner consistent
with the provisions of Sections (r) and (s) of Annex E of the
Credit Agreement."

            12  Amendment to Section 11.3 of the Credit
Agreement.  Section 11.3 of the Credit Agreement is hereby
amended by (i) inserting in the first sentence thereof after the
term "Agents" the phrase "and all Lenders party hereto on the
Closing Date," and (ii) inserting in the second sentence thereof
after the term"Agents" the phrase "and all Lenders party hereto
on the Closing Date."

            13  Definition of Carve-Out Expenses.  The
definition of the term "Carve-Out Expenses" appearing in Annex A
of the Credit Agreement is hereby deleted.

            14  Definition of Material Adverse Effect.  The
definition of the term "Material Adverse Effect" appearing in
Annex A of the Credit Agreement is hereby amended by (i) deleting
in clause (a) thereof the phrase "as compared to the Projections
attached hereto as Schedule 3.4(C)" and inserting in lieu thereof
the phrase "as compared to the Short Term Projections and the
Long Term Projections required to be delivered pursuant to
Sections (r) and (s) of Annex E of the Credit Agreement," and
(ii) deleting in the second sentence thereof the phrase
"Projections attached hereto as Disclosure Schedule 3.4(B)" and
inserting in lieu thereof the phrase "Short Term Projections and
the Long Term Projections required to be delivered pursuant to
Sections (r) and (s) of Annex E of the Credit Agreement."

            15  Definition of Tranche B Borrowing Base.  The
definition of the term "Tranche B Borrowing Base" appearing in
Annex A of the Credit Agreement is hereby amended and restated in
its entirety to read as follows:

            "Tranche B Borrowing Base" shall mean, as of any
date of determination by Agents, from time to time, an amount
equal to the sum at such time of:

            (a)  up to the greater of (i) eighty-five percent
            (85%) of Borrower's Eligible Inventory valued on a
            first-in, first-out basis (at the lower of cost or
            market), or (ii) one hundred percent (100%) of the
            Net Retail Liquidation Value of Borrower's Eligible
            Inventory, plus (b) fifty percent (50%) of the
            aggregate amount of Documentary Letters of Credit
            issued and outstanding in connection with the
            purchase of otherwise Eligible Inventory, plus (c)
            eighty five (85%) of the book value of Borrower's
            Eligible Accounts, plus, (d) up to the lesser of (i)
            $15,000,000 or (ii) fifty percent (50%) of the NLV
            of Eligible Leasehold Real Estate, minus (e) the
            Tranche A Borrowing Base, minus any Reserves
            established by Agents at such time, provided
            however, that with respect to Advances on Eligible
            Inventory, at no time shall such Advances exceed one
            hundred percent (100%) of the Net Retail Liquidation
            Value of Borrower's Eligible Inventory

            16  Definition of Change of Control.  The definition
of the term "Change of Control" appearing in Annex A of the
Credit Agreement is hereby amended by deleting the text of clause
(e) thereof and inserting in lieu thereof the following: Samuel
Gerson or Steven Siegel shall cease to act under any
circumstances as officers of Borrower performing duties
essentially the same as those performed on the Closing Date.

            17  Amendment of Maximum Capital Expenditures
covenant.  The Maximum Capital Expenditures covenant set forth in
Annex G to the Credit Agreement is hereby amended by deleting the
parenthetical contained therein and inserting in lieu thereof the
following new parenthetical:

            (or with respect of the Fiscal Months ending on or
            before November 30, 1999, the period commencing on
            August 1, 1999 and ending on the last day of such
            Fiscal Month).



            18  Amendment to Minimum EBITDA Covenant.  The
Minimum EBITDA covenant set forth in Annex G to the Credit
Agreement is hereby amended in its entirety to read as follows:

            Borrower shall deliver to Agents on or before
December 15, 1999 a business operating plan which reflects the
closing of additional Stores and Borrower's operating plan with
respect to Stores which shall continue to remain open. Borrower
and Agents shall use their reasonable best efforts to establish
monthly Minimum EBITDA levels on or before  December 27, 1999.
The Minimum EBITDA levels to be tested shall commence with the
Fiscal Month ending on or about February 26, 2000.  Borrower and
Agents shall act reasonably and in good faith in establishing
such levels.  Upon such levels being agreed to in writing by
Borrower and Agents, they shall be deemed to be incorporated by
reference herein as part of this document as if fully stated
herein.

            19  Amendment to Fee Letters to the Credit
Agreement.  Exhibit B-1 (the Form of GE Fee Letter) and Exhibit B-
2 (the Form of Paragon Fee Letter) are hereby amended by
replacing such Exhibits with Exhibit B-1 and Exhibit B-2 in the
form attached hereto.

            20  Amendment to Disclosure Schedule 6.8 to the
Credit Agreement.  Disclosure Schedule 6.8 is hereby amended by
replacing such Disclosure Schedule 6.8 with Disclosure Schedule
6.8(a) and Disclosure Schedule 6.8(b) in the form attached
hereto.

            21  Representations and Warranties.  To induce
Agents and Lenders to enter into this Amendment, the Credit
Parties make the following representations and warranties to
Agents and Lenders:

            (a) The execution, delivery and performance of this
Amendment and the performance of the Credit Agreement, as amended
by this Amendment (the "Amended Credit Agreement"), by each
Credit Party: (a) are within such Person's corporate power; (b)
have been duly authorized by all necessary or proper corporate
and shareholder action; (c) do not contravene any provision of
such Person's charter or bylaws; (d) do not violate any law or
regulation, or any order or decree of any court or Governmental
Authority; (e) do not conflict with or result in the breach or
termination of, constitute a default under or accelerate or
permit the acceleration of any performance required by, any
indenture, mortgage, deed of trust, lease, agreement or other
instrument to which such Person is a party or by which such
Person or any of its property is bound; (f) do not result in the
creation or imposition of any Lien upon any of the property of
such Person other than those in favor of Agent, on behalf of
itself and Lenders, pursuant to the Loan Documents; and (g) do
not require the consent or approval of any Governmental Authority
or any other Person.

            (b) This Amendment has been duly executed and
delivered by or on behalf of each Credit Party.

            (c) Each of this Amendment and the Amended Credit
Agreement constitutes a legal, valid and binding obligation of
such Credit Party, enforceable against each Credit Party in
accordance with its terms, except as enforceability may be
limited by applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting creditor's rights generally
and general equitable principles.

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

            (e) The representations and warranties of the
Credit Parties contained in the Credit Agreement and each other
Loan Document shall be true and correct on and as of the
Amendment Effective Date with the same effect as if such
representations and warranties had been made on and as of such
date, except that any such representation or warranty which is
expressly made only as of a specified date need be true only as
of such date.

            22  No Other Amendments.  Except as expressly
amended herein, the Credit Agreement and the other Loan Documents
shall be unmodified and shall continue to be in full force and
effect in accordance with their terms.  In addition, except as
specifically provided herein, this Amendment shall not be deemed
a waiver of any term or condition of any Loan Document and shall
not be deemed to prejudice any right or rights which Agent, for
itself and Lenders, may now have or may have in the future under
or in connection with any Loan Document or any of the instruments
or agreements referred to therein, as the same may be amended
from time to time.

            23  Outstanding Indebtedness; Waiver of Claims.
Each of the Credit Parties hereby acknowledges and agrees that as
of December 19, 1999 the aggregate outstanding principal amounts
of the Tranche A Revolving Loan and the Tranche B Revolving Loan
are $29,966,573 and $10,015,771, respectively, and that such
principal amounts are payable pursuant to the Credit Agreement
without defense, offset, withholding, counterclaim or deduction
of any kind.  Each Credit Party hereby waives, releases, remises
and forever discharges Agents, Lenders and each other Indemnified
Person from any and all claims, suits, actions, investigations,
proceedings or demands, whether based in contract, tort, implied
or express warranty, strict liability, criminal or civil statute
or common law of any kind or character, known or unknown, which
any Credit Party ever had, now has or might hereafter have
against Agents or Lenders which relates, directly or indirectly,
to any acts or omissions of Agents, Lenders or any other
Indemnified Person on or prior to the Amendment Effective Date.

            24  Expenses.  Each Credit Party hereby reconfirms
its respective obligations pursuant to Sections 1.9 and 11.3 of
the Credit Agreement and the Amended Credit Agreement and
pursuant to the GE Capital Fee Letter and the Paragon Fee Letter,
as the case may be, to pay and reimburse the Agents and the
Lenders party to the Credit Agreement on the Closing Date, for
all reasonable costs and expenses (including, without limitation,
reasonable fees of counsel) incurred in connection with the
negotiation, preparation, execution and delivery of this
Amendment and all other documents and instruments delivered in
connection herewith.

            25  Effectiveness.  This Amendment shall become
effective (the "Amendment Effective Date") only upon satisfaction
in full in the reasonable judgment of Agents of each of the
following conditions:

            (a) Amendment.  Agent shall have received facsimile
copies of this Amendment duly executed and delivered by Lenders
and each Credit Party with six (6) original signature pages of
this Amendment to be delivered by Lenders and each Credit Party
within one week of the date hereof.

            (b) Representations and Warranties.  The
representations and warranties of or on behalf of the Credit
Parties in this Amendment shall be shall be true and correct on
and as of the Amendment Effective Date.

            (c) Court Approval.  The Bankruptcy Court shall have
entered an order approving this Amendment, in form and substance
satisfactory to the Lenders, and from which no appeal has been
timely filed or if timely filed, no stay pending appeal shall
have been granted.

            26  GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED
BY, AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF
NEW YORK.

            27  Counterparts.  This Amendment may be executed by
the parties hereto on any number of separate counterparts and all
of said counterparts taken together shall be deemed to constitute
one and the same instrument.


            28  Entire Agreement.  This First Amendment to
Debtor-in-Possession Credit Agreement sets forth the entire
agreement of the parties with respect to the transactions
contemplated hereby.  No prior negotiations or discussions shall
limit, modify or otherwise affect the provisions hereof.


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


                           FILENE'S BASEMENT, INC.,
                           Debtor and Debtor in Possession



                           By: /s/ Steven R. Siegel
                            Steven R. Siegel,
                            Executive Vice President
                            and Chief Financial Officer



                           GENERAL ELECTRIC CAPITAL
                           CORPORATION, as Agent and Lender



                           By: /s/ James P. Hogan
                           Name: James P. Hogan
                           Title: Duly Authorized Signatory



                           PARAGON CAPITAL LLC, as
                             Oversight Agent and Lender



                           By: /s/ Andrew Moser
                           Name:  Andrew Moser
                           Title: President and CEO



                           B III CAPITAL PARTNERS, L.P., as
                           Lender

                           By: DDJ CAPITAL III, LLC, its general
                           partner

                           By: DDJ CAPITAL MANAGEMENT LLC,
                           Manager


                           By:    /s/ Judy K. Mencher
                           Name: Judy K Mencher
                           Title: Member







The undersigned Credit Party
hereby (i) acknowledges and
consents to the amendment to
the Credit Agreement effected
by this Amendment and
(ii) confirms and agrees that
its obligations under its
Guaranty shall continue
without any diminution thereof
and shall remain in full force
and effect on and after the
effectiveness of this
Amendment.


ACKNOWLEDGED, CONSENTED and
AGREED to as of the date first
written above.


FILENE'S BASEMENT CORP.,
Debtor and Debtor in
Possession

By:/s/ Steven R. Siegel________
Name:__Steven R. Siegel________
Title:_Executive Vice President
       and Chief Financial Officer