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                                                        EXHIBIT 10.32



                  THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT


         This Third Amendment to Revolving Credit Agreement ("Third Amendment")
is made as of March 31, 1999 by and among PROVANT, Inc. ("Borrower"), a Delaware
business corporation having its principal place of business at 67 Batterymarch
Street, Suite 500, Boston, Massachusetts 02110, Fleet National Bank, a national
banking association ("Fleet"), BankBoston, N.A., a national banking association
("BankBoston"), Norwest Bank Iowa, N.A., a national banking association
("Norwest"), State Street Bank and Trust Company, a Massachusetts trust company
("State Street"), and Fleet National Bank, as agent for itself and BankBoston,
Norwest and State Street (the "Agent").

                                    RECITALS

         WHEREAS, the Borrower, Fleet and the Agent have previously entered into
that certain Revolving Credit Agreement, dated as of April 8, 1998 (the
"Original Credit Agreement"), pursuant to which Fleet made available to the
Borrower a revolving credit loan facility having a maximum available borrowing
amount of $40,000,000 (the "Original Commitment"); and

         WHEREAS, the Borrower, Fleet, the Agent and BankBoston previously
entered into that certain First Amendment to Revolving Credit Agreement dated as
of July 27, 1998 (the "First Amendment") pursuant to which Fleet assigned a
portion of the Original Commitment to BankBoston and the parties otherwise
amended certain provisions of the Original Credit Agreement; and

         WHEREAS, the Borrower, Fleet, BankBoston, Norwest and the Agent have
also previously entered into that certain Second Amendment to Revolving Credit
Agreement, dated as of December 31, 1998 (the "Second Amendment"), which further
amended the Original Credit Agreement in certain respects in order to (i)
increase the total Commitment thereunder from $40,000,000 to $60,000,000, (ii)
allocate the enlarged Commitment among BankBoston, Fleet and Norwest (Norwest
being a new Bank), and (iii) make certain other modifications to the provisions
of the Original Credit Agreement (as amended by the First Amendment and the
Second Amendment, the "Credit Agreement"); and

         WHEREAS, the parties hereto now desire to further amend the Credit
Agreement in certain respects in order to (i) increase the total Commitment
thereunder from $60,000,000 to $75,000,000, (ii) allocate the enlarged
Commitment among BankBoston, Fleet, Norwest and State Street (State Street being
a new Bank), and (iii) make certain other modifications to the provisions of the
Credit Agreement.

         NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt of which is hereby acknowledged, the parties
hereto hereby agree to modify and amend the Credit Agreement as follows:



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     Section  1.   Definitions.   All  capitalized  terms  used  herein  without
definition shall have the respective  meanings  provided  therefor in the Credit
Agreement.

     Section  2.  Amendment  of  Specific  Provisions.  The  following  specific
provisions of the Credit Agreement are hereby modified and amended:

         (a)      in the definition of "Commitment" in Section 1.1, the schedule
                  of each Bank's Commitment and Commitment Percentage shall be
                  set forth on a new Schedule I attached hereto, which shall
                  replace the existing Schedule I to the Credit Agreement;

         (b)      in the definition of "Total Commitment" appearing in
                  Section 1.1, the stated dollar amount from and after the date
                  hereof shall be $75,000,000 rather than $60,000,000; and

         (c)      State Street shall be deemed a "Bank" for all purposes under
                  the Credit Agreement and the other Loan Documents.


         Section 3. Confirmation of Stock Pledge Agreement. The parties hereto
agree that all references to the "Credit Agreement" contained in the Stock
Pledge Agreement and all Supplements thereto shall mean or refer to the Credit
Agreement as amended and supplemented by this Third Amendment and as it may be
further amended, supplemented, modified and restated and in effect from time to
time, including without limitation any such amendment, supplement, modification
or restatement which increases the amount of Indebtedness owing by the Borrower
thereunder.

         Section 4. Representations of State Street. State Street hereby
represents, warrants, confirms and acknowledges that (a) it has received a copy
of the Credit Agreement, together with copies of the most recent financial
statements delivered pursuant to SECTION 7.4 thereof, and such other documents
and information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Third Amendment; (b) it will, independently and
without reliance upon the Agent or any other Bank and based upon such documents
and information as it shall deem appropriate at the time, continue to make its
own credit decisions in taking or not taking action under the Credit Agreement;
(c) it qualifies as an Eligible Assignee under the Credit Agreement; (d) it
appoints and authorizes the Agent to take such action as agent on its behalf and
to exercise such powers under the Credit Agreement and the other Loan Documents
as are delegated to the Agent by the terms thereof, together with such powers as
are reasonably incidental thereto; (e) it will perform in accordance with their
terms all of the obligations which by the terms of the Credit Agreement are
required to be performed by it as a Bank; and (f) neither the Agent nor any of
the Banks is making any representation or warranty, express or implied, or
assuming any responsibility with respect to any statements, warranties or
representations made by the Borrower or any Subsidiary in or in connection with
the Credit Agreement or any of the other Loan

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Documents, or as to the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Credit Agreement, the other Loan
Documents or any other instrument or document furnished pursuant thereto or the
attachment, perfection or priority of any security interest or mortgage, and
further that neither the Agent nor any Bank makes any representation or warranty
or assumes any responsibility with respect to the financial condition of the
Borrower or any of its Subsidiaries.

         Section 5. Confirmation of Banks' Commitments. Each Bank hereby
acknowledges that, as of the date hereof, there are no Revolving Credit Loans
and no Letters of Credit outstanding under the Credit Agreement.

         Section 6. Loan Documents Ratified and Confirmed. The Credit Agreement,
the Notes and each of the other Loan Documents, as specifically supplemented or
amended by this Third Amendment and the other documents executed in connection
herewith, are and shall continue to be in full force and effect and are hereby
in all respects ratified and confirmed. Without limiting the generality of the
foregoing, the Security Documents and all of the collateral described therein
do, and shall continue to, secure the payment of all obligations under the Loan
Documents, in each case as amended or supplemented pursuant to this Third
Amendment.

         Section 7. Conditions to Effectiveness. This Third Amendment shall
become effective only upon completion of the following actions: (i) the issuance
by the Borrower on the date hereof of a Note, substantially in the form attached
as Exhibit A hereto, to reflect the new Commitment of State Street as set forth
in Schedule I hereto; and (ii) the execution and delivery to the Agent of an
Amendment and Confirmation of Guaranty, dated the date hereof and substantially
in the form attached hereto as Exhibit B, by each of the Borrower's Subsidiaries
which is a Guarantor.

     Section 8.  Fees, Costs and Expenses.

         (a) Borrower shall pay to State Street, at the closing of the
transactions contemplated hereby, a closing fee of $22,500.

         (b) In addition to the foregoing closing fee, Borrower agrees to pay on
demand all reasonable costs and expenses of the Agent and the Banks, including
without limitation all reasonable fees and expenses of counsel, in connection
with the preparation, execution and delivery of this Third Amendment and the
other documents and instruments to be delivered herewith.

     Section 9.  Miscellaneous.  This Third Amendment may be executed in several
counterparts  and by each  party on a separate  counterpart,  each of which when
executed and delivered  shall be an original,  and all of which  together  shall
constitute  one  instrument.  In proving this Third  Amendment,  it shall not be
necessary to produce or account for more than one such counterpart signed by the
party against whom enforcement is sought. This Third

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Amendment is intended to take effect as a sealed instrument and shall for all
purposes be construed in accordance with and governed by the laws of The
Commonwealth of Massachusetts, (excluding the laws applicable to conflicts or
choice of law).

                                     ******



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


                              PROVANT, INC.


                              By:/s/ Rajiv Bhatt
                                    Title: Executive Vice President


                              BANKBOSTON, N.A.


                              By:/s/ John P. Dunne
                                    Title: Director


                              FLEET NATIONAL BANK


                              By:/s/ Helen K. Balboni
                                    Title: Vice President

                              NORWEST BANK IOWA, N.A.


                              By:/s/ Robert A. Gagne
                                    Title: Vice President


                              STATE STREET BANK AND TRUST
                              COMPANY


                              By:/s/ Suzanne L. Dwyer
                                    Title: Vice President



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                             FLEET NATIONAL BANK, as AGENT


                            By:/s/ Helen K. Balboni
                                   Title: Vice President



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