EXHIBIT 4.3


                           UNITED STATES LEATHER, INC.
                             1403 West Bruce Street
                              Milwaukee, WI  53204


                                February 14, 1997


   The First National Bank of Boston, as Agent
   100 Federal Street
   Boston, MA  02110

   Attention:     Mark K. Gertzof, Director, Mail Stop 01-09-06
                  Howard Bailey, Vice President, Mail Stop 01-09-06

        Re:  Amendment No. 1 to Restated Revolving Credit Agreement,
             dated as of December 20, 1996

   Dear Mark and Howard:

             Reference is hereby made to the Restated Revolving Credit
   Agreement, dated as of December 20, 1996, among United States Leather,
   Inc. ("USL"), A.R. Clarke Limited ("ARC"; and, collectively with USL, the
   "Borrowers"), The First National Bank of Boston and other banks which may
   become parties to such Agreement (collectively, the "Banks") and The First
   National Bank of Boston as Agent (the "Agent") (the "Agreement").  Terms
   defined in the Agreement not otherwise defined herein shall have the
   meanings herein ascribed to them therein.

             The Borrowers have requested that the Majority Banks make
   certain amendments to the Agreement, and the Majority Banks are willing to
   make such amendments solely upon the terms and conditions set forth
   herein.  Therefore, in consideration of the following amendments, the
   Borrowers hereby agree with the Agent and the Majority Banks to amend the
   Agreement as follows:

             1.   Until 10 Business Days after the date upon which the Agent
   and the Banks have received the financial statements of the Borrowers
   required to be delivered pursuant to Section 5.1(a) for the fiscal year of
   the Borrowers ending December 31, 1996, the aggregate amount of
   Overadvances permitted pursuant to Section 2.3(i) of the Agreement in
   accordance with the terms of Section 2.3(ii)(a) of the Agreement shall not
   exceed $0.00.

             2.   Section 5.1(b) of the Agreement is hereby amended by
   inserting at the end thereof the following new proviso:

             ", provided that solely with respect to the fiscal
             quarter of the Borrowers ending December 31, 1996, the
             financial statements referred to in this clause (b)
             shall not be required to be delivered until 59 days
             after the end of the fiscal year of the Borrowers
             ending December 31, 1996"

             3.   Section 5.1(f) of the Agreement is hereby amended by
   inserting at the end thereof the following new proviso:

             ", provided that solely with respect to the fiscal
             quarter of the Borrowers ending December 31, 1996, the
             report referred to in this clause (f) shall not be
             required to include computations of the covenants
             contained in Sections 6.7 or 6.9"

             4.   Sections 6.7 and 6.9 of the Agreement are each hereby
   amended by inserting at the end thereof the following new sentence:

             "It is acknowledged by the parties hereto that, solely
             for the fiscal period consisting of the four
             consecutive calendar quarters ending December 31,
             1996, the Borrowers' compliance with the foregoing
             covenant shall be tested based upon the financial
             statements delivered by the Borrowers pursuant to
             Section 5.1(a) for the fiscal year of the Borrowers
             ending on December 31, 1996, rather than the financial
             statements delivered by the Borrowers pursuant to
             Section 5.1(b) for the fiscal quarter of the Borrowers
             ending on December 31, 1996."

             The Borrowers hereby represent and warrant that, after giving
   effect to the amendments set forth herein, each of the representations and
   warranties set forth in the Agreement is true and correct on the date
   hereof in all material respects and, after giving effect to the amendments
   set forth herein, no event has occurred and is continuing and no condition
   exists which constitutes a Default or an Event of Default.

             The Borrowers hereby acknowledge and agree that, except to the
   extent specifically amended hereby, all of the items, conditions, terms
   and provisions of the Agreement shall remain unmodified and the Agreement,
   as amended hereby is confirmed as being in full force and effect.

                                 UNITED STATES LEATHER, INC.

                                 By:  /s/ Kinzie L. Weimer
                                 Kinzie L. Weimer, Chief Financial Officer

                       (Signatures continued on next page)

                                 A.R. CLARKE LIMITED

                                 By:  /s/ Kinzie L. Weimer
                                 Kinzie L. Weimer, Chief Financial Officer

   Acknowledged and Agreed to:

   THE FIRST NATIONAL BANK OF BOSTON

   By:  /s/ Howard C. Bailey
      Howard C. Bailey, Vice President

   HELLER FINANCIAL, INC.

   By:  /s/ George Grieco
      George Grieco, Vice President

   THE CHASE MANHATTAN BANK

   By:  /s/ John T. Zeller
      John T. Zeller, Vice President

   BTM CAPITAL CORPORATION

   By:  /s/ James Torkelson
      Mr. James Torkelson, Vice President,
      Regional Manager