Exhibit 4(h)

                                                  EXECUTION COPY


                AMENDMENT NO. 4 OF RECEIVABLES PURCHASE AGREEMENT


               AMENDMENT NO. 4, dated as of January 1, 1998 this
     "Amendment"), to the Receivables Purchase Agreement, dated as of
     November 15, 1994, as amended and restated as of December 29, 1995,
     and as amended as of June 27, 1996, as of September 6, 1996 and as of
     June 27, 1997 (the "Agreement") among INTERCO RECEIVABLES CORP. (the
     "Issuer"), and CREDIT LYONNAIS NEW YORK BRANCH ("CL-NY"), as agent
     (the "Agent") for the Investors.

                             R E C I T A L S

               WHEREAS, the Seller, the Issuer and the Agent have agreed,
     subject to the terms and conditions of this Amendment, to amend the
     Agreement as hereinafter set forth.

               Terms used herein but not defined herein shall have the
     meaning assigned thereto in the Agreement.

               NOW, THEREFORE, the parties agree as follows:

               1.     Amendment of Agreement.  The Agreement shall be and
     is hereby amended, as of the date hereof (subject to the satisfaction
     of the conditions precedent set forth in Section 2 hereof), as
     follows:

               A.     The definition of "CP Rate" in Exhibit I shall be
     amended to provide in its entirety as follows:

              "CP Rate" for any Fixed Period for any Receivable 
              Interest means, to the extent the Issuer funds such
              Receivable Interest for such Fixed Period by issuing
              commercial paper, the rate (or if more than one rate, the
              weighted average of the rates) at which commercial paper
              notes of the Issuer having a term equal to such Fixed period
              and to be issued to fund such Receivable Interest may be 
              sold by any placement agent or commercial paper dealer
              selected by the Agent on behalf of the Issuer, as agreed
              between each such agent or dealer and the Agent and 
              notified by the Agent to the Servicer; provided if the 
              rate (or rates) as agreed between any such agent or 
              dealer and the Agent with regard to any Fixed Period for 
              any Receivable Interest is a discount rate (or rates), 
              then such rate shall be the rate (or if more than one 
              rate, the weighted average of the rates) resulting from
              converting such discount rate (or rates) to an interest-
              bearing equivalent rate per annum.<PAGE>





              B.     The definition of "Action" in Exhibit I shall be
     amended to provide in its entirety as follows:

               "Action" means Action Industries, Inc., a Mississippi
               corporation.

              2.     A.     Conditions Precedent to Effectiveness of
     Amendment.  The effectiveness of this Amendment is subject to the
     conditions precedent that the Agent shall have received, on or before
     the date hereof, (a) an amendment to the Originator Purchase
     Agreement, in form and substance satisfactory to the Agent, duly
     executed by the parties thereto, and evidence that all of the
     conditions precedent to the effectiveness of such amendment have been
     satisfied, and (b) the written statement from each of the Relevant
     Rating Agencies required by Section 4.01 of the Agreement.

                    B.     Conditions Subsequent to Effectiveness of
     Amendment.  The effectiveness of this Amendment is subject to the
     conditions subsequent that the Issuer and the Agent shall have
     received each of the following, in form and substance satisfactory to
     the Issuer and the Agent:

               (i)     A true and complete copy of the Credit and
     Collection Policy (the  Policy ) adopted by Action Merger Sub, Inc. or
     its successor, which Policy shall require that Action Merger Sub, Inc.
     or its successor shall originate and/or service any and all
     Transferred Receivables in accordance with standards of origination
     and servicing customary for prudent originators or servicers of
     similar receivables in the industry and, in any event, in accordance
     with standards of origination and servicing acceptable to the
     Purchaser or its assignee.

               (ii)     A certificate of the chief executive officer or
     chief operating officer of Action Merger Sub, Inc. or its successor
     certifying that Action Merger Sub, Inc. has adopted and effectively
     implemented such Credit and Collection Policy (including without
     limitation employment of personnel having adequate experience in
     origination and servicing and the implementation and maintenance of
     adequate computer and data management systems).

               3.     Execution in Counterparts.  This Amendment may be
     executed in any number of counterparts, each of which when so executed
     shall be deemed to be an original and all of which when taken together
     shall constitute one and the same amendment.  The delivery of a signed
     signature page to this Amendment by telecopy transmission shall
     constitute due execution and delivery of this Amendment for all
     purposes.

               4.     Agreement in Full Force and Effect.  Except as
     amended by this Amendment, all of the provisions of the Agreement are
     ratified and confirmed in all respects and shall remain in full force
     and effect in accordance with their terms.<PAGE>





               5.     Consent to Amendment of Originator Purchase
     Agreement.  Pursuant to paragraph (n) of Exhibit IV to the Agreement,
     the Agent hereby consents to the Amendment, as of the date hereof, of
     the Originator Purchase Agreement, and the Amendment, as of the date
     hereof, of the Interco Agreement, in each case in the form previously
     delivered to the Agent.

               6.     References to Agreement.  From and after the date
     hereof, (a) all references in the Agreement to "this Agreement",
     "hereof", "herein", or similar terms and (b) all references to the
     Agreement in each agreement, instrument and other document executed or
     delivered in connection with the Agreement, shall mean and refer to
     the Agreement, as amended by this Amendment.

               7.     Further Assurances.  The parties hereto agree to
     execute and deliver any and all further agreements, certificates and
     other documents reasonably necessary to implement the provisions of
     this Amendment.

               8.     Governing Law.  This Amendment shall be governed by,
     and construed in accordance with, the law of the State of New York
     without giving effect to the conflict of laws principles thereof.

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


                                          CREDIT LYONNAIS
                                          NEW YORK BRANCH, as Agent


                                          By:  L.M. Wertheim
                                             ---------------------
                                          Name:  L.M. Wertheim
                                          Title: Senior Vice-President

                                          INTERCO RECEIVABLES CORP.


                                          By:  Lynn Chipperfield
                                             -----------------------
                                          Name:  Lynn Chipperfield
                                          Title: Vice President<PAGE>