Exhibit 4(b)

                                 FIRST AMENDMENT

     FIRST AMENDMENT (this  "Amendment"),  dated as of November 22, 1999,  among
FURNITURE  BRANDS  INTERNATIONAL,   INC.,  a  Delaware  corporation  ("Furniture
Brands"),  BROYHILL  FURNITURE  INDUSTRIES,  INC., a North Carolina  corporation
("Broyhill"),  LANE FURNITURE INDUSTRIES, INC., a Delaware corporation ("Lane"),
THOMASVILLE  FURNITURE INDUSTRIES,  INC., a Delaware corporation  ("Thomasville"
and together with Furniture  Brands,  Broyhill and Lane, each a "Borrower",  and
collectively,  the "Borrowers"),  the lending  institutions  party to the Credit
Agreement  referred  to below (each a "Bank" and,  collectively,  the  "Banks"),
CREDIT  LYONNAIS  CHICAGO BRANCH,  as  Documentation  Agent (the  "Documentation
Agent"), NATIONSBANK,  N.A., as Syndication Agent (the "Syndication Agent"), and
BANKERS TRUST COMPANY, as Administrative Agent (the "Administrative Agent"). All
capitalized  terms used herein and not otherwise  defined  herein shall have the
respective meanings provided such terms in the Credit Agreement.

                              W I T N E S S E T H :

     WHEREAS, the Borrowers, the Banks, the Documentation Agent, the Syndication
Agent and the Administrative Agent are party to a Credit Agreement,  dated as of
November 17, 1994,  as amended and restated as of December 29, 1995,  as further
amended and restated as of September 6, 1996, as further amended and restated as
of June 27,  1997,  and as further  amended and restated as of July 14, 1998 (as
amended,  modified  and  supplemented  prior to the  date  hereof,  the  "Credit
Agreement"); and

     WHEREAS,  the Borrowers have requested that the Banks provide the amendment
provided for herein and the Banks have agreed to provide  such  amendment on the
terms and conditions set forth herein;

     NOW, THEREFORE, it is agreed:

     1. Section 9.04 of the Credit  Agreement is hereby  amended by deleting the
figure "$25,000,000" appearing at the end of clause (viii) thereof and inserting
in lieu thereof the figure "$125,000,000".

     2. In order to induce the Banks to enter into this Amendment, the Borrowers
hereby  represent and warrant that (i) no Default or Event of Default  exists as
of the First Amendment  Effective Date (as defined below) after giving effect to
this Amendment and (ii) on the First  Amendment  Effective Date, both before and
after  giving  effect to this  Amendment,  all  representations  and  warranties
contained in the Credit Agreement and in the other Credit Documents are true and
correct in all material respects,  except to the extent such representations and
warranties   expressly   relate  to  an  earlier   date,   in  which  case  such
representations  and warranties are true and correct in all material respects as
of such earlier date.

     3. This Amendment shall become  effective on the date (the "First Amendment
Effective  Date") when the Borrowers and the Required  Banks shall have signed a
counterpart  hereof (whether the same or different  counterparts) and shall have
delivered  (including  by  way  of  facsimile  transmission)  the  same  to  the
Administrative Agent at its Notice Office.

     4. This  Amendment  is  limited as  specified  and shall not  constitute  a
modification,  acceptance  or  waiver  of any  other  provision  of  the  Credit
Agreement or any other Credit Document.

     5. This Amendment may be executed in any number of counterparts  and by the
different parties hereto on separate  counterparts,  each of which  counterparts
when  executed  and  delivered  shall be an  original,  but all of  which  shall
together constitute one and the same instrument.  A complete set of counterparts
shall be lodged with each of the Borrowers and the Administrative Agent.

     6. THIS AMENDMENT AND THE RIGHTS AND  OBLIGATIONS OF THE PARTIES  HEREUNDER
SHALL BE GOVERNED BY AND CONSTRUED IN  ACCORDANCE  WITH THE LAWS OF THE STATE OF
NEW YORK.

                                      * * *



<PAGE>

     IN WITNESS WHEREOF,  each of the parties hereto has caused a counterpart of
this Amendment to be duly executed and delivered as of the date hereof.

                            FURNITURE BRANDS INTERNATIONAL, INC.
                             By: /s/ David P. Howard
                             Name:  David P. Howard
                             Title:  Vice President

<PAGE>
                             BROYHILL FURNITURE INDUSTRIES, INC.

                              By: /s/ David P. Howard
                              Name:  David P. Howard
                              Title:  Vice President

<PAGE>

                             LANE FURNITURE INDUSTRIES, INC.

                              By: /s/ David P. Howard
                              Name:  David P. Howard
                              Title:  Vice President

<PAGE>

                             THOMASVILLE FURNITURE INDUSTRIES, INC.

                              By: /s/ David P. Howard
                              Name:  David P. Howard
                              Title:  Vice President

<PAGE>

                               BANKERS TRUST COMPANY, Individually
                                 and as Administrative Agent

                               By: /s/ Susan L. LeFevre
                               Title: Director

<PAGE>

                               NATIONSBANK, N.A., Individually and
                                  as Syndication Agent

                               By: /s/ Natalie E. Hebert
                               Title:  Vice President

<PAGE>

                               CREDIT LYONNAIS CHICAGO BRANCH, Individually
                                 and as Documentation Agent

                                By: /s/ Lee E. Greve
                                Title:  First Vice President

<PAGE>

                                ALLIED IRISH BANK PLC, acting through
                                  its Cayman Island Branch

                                By: /s/ Germaine Reusch
                                Title:  Vice President

                                By:  /s/  William J. Strickland
                                Title:  Executive Vice Present

<PAGE>

                                BANK OF MONTREAL

                                By: /s/ Monica M. Banar
                                Title: Director

<PAGE>

                                THE BANK OF NEW YORK

                                By: /s/ David G. Shedd
                                Title:  Vice President

<PAGE>

                                THE BANK OF NOVA SCOTIA

                                By: /s/ F.C.H. Ashby
                                Title:  Senior Manager Loan Operations

<PAGE>

                                BANK OF SCOTLAND

                                By: /s/ Annie Glynn
                                Title:  Senior Vice President

<PAGE>

                                THE BANK OF TOKYO - MITSUBISHI, LTD.,
                                 CHICAGO BRANCH

                                By: /s/ Hisashi Miyashiro
                                Title:  Deputy General Manager

<PAGE>

                                CHIAO TUNG BANK CO., LTD.
                                   NEW YORK AGENCY

                                 By: /s/ Kuang Si Shiu
                                 Title: SVP & GM

<PAGE>

                                 CIBC INC.

                                 By: /s/ Katherine Bass
                                 Title:  Executive Director
                                         CIBC World Markets Corp., as agent

<PAGE>

                               CITY NATIONAL BANK

                               By:  /s/

<PAGE>

                               CREDIT AGRICOLE INDOSUEZ

                               By: Raymond A. Falkenberg
                               Title:  Vice President, Senior Relationship
                                       Manager

                               By: /s/ David Bouhl
                               Title:  First Vice President, Managing Director

<PAGE>

                              BEDFORD CDO, LIMITED

                              By:    Pacific Investment Management Company,
                                      as its Investment Advisor

                              By:  /s/
                              Title:

<PAGE>

                            CAPTIVA III FINANCE, LTD.

                             By:  /s/
                             Title:

<PAGE>

                            CAPTIVA IV FINANCE, LTD.

                              By:  /s/
                              Title:

<PAGE>

                             EATON VANCE INSTITUTIONAL SENIOR LOAN

                               By:  /s/
                               Title:

<PAGE>

                             EATON VANCE SENIOR INCOME TRUST

                                By:  /s/
                                Title:

<PAGE>

                              SENIOR DEBT PORTFOLIO

                              By:    Boston Management and Research
                                     as Investment Advisor

                              By:  /s/
                              Title:

<PAGE>

                              FIRST AMERICAN NATIONAL BANK

                              By: /s/ Jerry Watterworth
                              Title:  Senior Vice President

<PAGE>

                              FIRST COMMERCIAL BANK
                              (Incorporated in Taiwan, R.O.C.)
                              Los Angeles Branch

                              By: /s/ June Shiong Lu
                              Title:  S.V.P. & General Manager

<PAGE>

                              FIRST UNION NATIONAL BANK (F/K/A
                              FIRST UNION NATIONAL BANK OF
                                 NORTH CAROLINA)

                              By: /s/ David Silander
                              Title:  Vice President

<PAGE>

                              FLEET NATIONAL BANK

                              By: /s/ J. Lynett
                              Title: SVP

<PAGE>

                              GENERAL ELECTRIC CAPITAL CORPORATION

                               By:  /s/
                               Title:

<PAGE>

                               THE INDUSTRIAL BANK OF JAPAN, LIMITED

                                By:  /s/
                                Title:

<PAGE>

                                KZH LANGDALE LLC

                                By: /s/ Peter Chin
                                Title:  Authorized Agent

<PAGE>

                                 MERCANTILE BANK NATIONAL ASSOCIATION

                                  By:  /s/
                                  Title:

<PAGE>

                                  MORGAN GUARANTY TRUST COMPANY OF NEW YORK

                                  By: /s/ Francoise Berthelot
                                  Title:  Vice President

<PAGE>

                                  NATIONAL CITY BANK

                                   By:  /s/
                                   Title:

<PAGE>

                                 OXFORD STRATEGIC INCOME FUND

                                  By:  /s/
                                  Title:

<PAGE>

                                 THE MITSUBISHI TRUST AND BANKING CORPORATION

                                    By:  /s/
                                    Title:
<PAGE>

                                 OCTAGON LOAN TRUST, by Octagon
                                   Credit Investors, as Manager

                                    By:  /s/
                                    Title:

<PAGE>

                                  PARIBAS

                                    By:  /s/
                                    Title:

                                    By:  /s/
                                    Title:

<PAGE>

                                   THE SANWA BANK, LTD., CHICAGO BRANCH

                                     By:  /s/
                                     Title:

<PAGE>

                                   THE SUMITOMO BANK, LIMITED,
                                       CHICAGO BRANCH

                                    By: /s/ John H. Kemper
                                    Title:  Senior Vice President

<PAGE>

                                   SUNTRUST BANK, ATLANTA
                                     By: /s/ Linda L. Dash
                                     Title:  Vice President

<PAGE>

                                   U.S. BANK NATIONAL ASSOCIATION

                                      By:  /s/
                                      Title:

<PAGE>
                                   VAN KAMPEN
                                   PRIME RATE INCOME TRUST

                                     By: Van Kampen Investment Advisory Corp.

                                     By: /s/ Darvin D. Pierce
                                     Title:  Vice President

<PAGE>

                                   VAN KAMPEN CLO I, LIMITED

                                     By: Van Kampen Management Inc.,
                                              as Collateral Manger

                                     By: /s/ Darvin D. Pierce
                                     Title:  Vice President

<PAGE>

                                    VAN KAMPEN CLO II, LIMITED

                                       By: Van Kampen Management Inc.,
                                                as Collateral Manger

                                       By: /s/ Darvin D. Pierce
                                       Title:  Vice President