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                                 EXHIBIT 10.18
                                 -------------

Second Amendment to Credit Agreement dated January 1, 1996 by and among Bush 
Industries, Inc., as Borrower, the Lenders party thereto from time to time, the 
Issuing Bank referred to therein, and Mellon Bank, N.A., as agent.
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                        SECOND AMENDMENT TO CREDIT AGREEMENT
                        ------------------------------------


          THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as
of January 1, 1996, by and among BUSH INDUSTRIES, INC., a Delaware corporation
(the "Borrower"), the Lenders party to the Credit Agreement described below, the
Issuing Bank referred to in the Credit Agreement described below and MELLON
BANK, N.A., a national banking association, as agent for the Lenders (in such
capacity, together with its successors in such capacity, the "Agent").

                                   RECITALS:

          A. The Borrower, the Lenders, the Issuing Bank and the Agent are
parties to that certain Credit Agreement dated as of July 26, 1995 (as amended,
the "Credit Agreement").

          B. The parties desire to make certain further amendments to the Credit
Agreement.

          NOW THEREFORE, in consideration of the premises and of the mutual
covenants herein contained and intending to be legally bound hereby, the parties
hereto agree as follows:

          Section 1.  Certain Definitions.  In addition to words and terms
          ---------   -------------------                                 
defined elsewhere in this Amendment, capitalized terms used in this Amendment
and not otherwise defined herein have the meaning set forth in the Credit
Agreement.

          Section 2.  Amendments to Credit Agreement.  The Credit Agreement is
          ---------   ------------------------------                          
hereby amended in the following respects:

          (a) Definitions. Section 1.01 of the Credit Agreement is hereby
              ----------- 
amended by adding the following definitions in the appropriate alphabetical
order:

             "Bush PA" shall mean Bush Industries of Pennsylvania, Inc., a
             Delaware corporation and a wholly-owned subsidiary of the Borrower.

             "ColorWorks" shall mean The ColorWorks, Inc., a North Carolina
             corporation.

          (b) Section 7.02(e).  Section 7.02(e) is hereby amended to read in
              ---------------                                               
its entirety as follows:

             "(e) Liens on property of the Borrower or Bush PA to secure
             Indebtedness of the Borrower or Bush PA permitted by Section
             7.03(g) hereof;"

          (c) Section 7.02(f). Section 7.02(f) is hereby amended by deleting the
              ---------------
period at the end of Section 7.02(f) and adding a
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semi-colon followed by the word "and" at the end of Section 7.02(f).

      (d) New Sections 7.02(g) and (h).  Section 7.02 is hereby amended by
          ----------------------------                                    
adding new subsections (g) and (h) after Section 7.02(f), which Sections 7.02(g)
and (h) read in their entirety as follows:

          "(g) Liens on property of ColorWorks in favor of the Borrower to
          secure payment of Indebtedness of ColorWorks to the Borrower permitted
          by Section 7.05(h) hereof; and

          (h) Liens on property of ColorWorks to secure payment of Indebtedness
          of ColorWorks permitted by Section 7.03(k) hereof."

      (e) Section 7.03(b). Section 7.03(b) is hereby amended to read in its 
          ---------------
entirety as follows:

          "(b) Indebtedness constituting intercompany loans and advances
          permitted by subsection (c), (d), (e) or (h) of Section 7.05 hereof."

      (f) Section 7.03(g).  Section 7.03(g) is hereby amended to adding the
          ---------------                                                  
words "or Bush PA" after the words "the Borrower" each time they appear in
Section 7.03(g).

      (g) Section 7.03(h).  Section 7.03(h) is hereby amended by deleting the
          ---------------                                                    
word "and" after the semi-colon at the end of Section 7.03(h).

      (h) Section 7.03(i).  Section 7.03(i) is hereby amended by deleting the
          ---------------                                                    
word "and" after the semi-colon at the end of Section 7.03(i).

      (i) Section 7.03(j).  Section 7.03(j) is hereby amended by deleting the
          ---------------                                                    
period at the end of Section 7.03(j) and adding a semi-colon followed by the
word "and" at the end of Section 7.03(j).

      (j) New Section 7.03(k).  Section 7.03 is hereby amended by adding a new
          -------------------                                                 
subsection (k) after Section 7.03(j), which Section 7.03(k) reads in its
entirety as follows:

          "(k) Indebtedness for borrowed money incurred by ColorWorks from time
          to time (other than ColorWorks Loans), provided that the aggregate
          principal amount of such Indebtedness shall not exceed $950,000 at any
          time."

                                      -2-
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      (k) Section 7.05(e).  Section 705(e) is hereby amended
          ---------------                                   
to read in its entirety as follows:

          "(e) Loans from the Borrower to a Significant Subsidiary (other
          than Bush PA), provided that the aggregate amount of all such
          loans at any time outstanding shall not exceed $5,000,000;"

      (l) Section 7.05(f).  Section 7.05(f) is hereby amended by deleting the
          ---------------                                                    
word "and" after the semi-colon at the end of Section 7.05(f).

      (m) Section 7.05(g).  Section 7.05(g) is hereby amended by deleting the
          ---------------                                                    
period at the end of Section 7.05(g) and adding a semi-colon followed by the
word "and" at the end of Section 7.05(g).

      (n) New Sections 7.05(h) and (i).  Section 7.05 is hereby amended by
          ----------------------------                                    
adding new subsection (h) and (i) after Section 7.05(g), which Sections 7.05(h)
and (i) read in their entirety as follows:

          "(h) Loans from the Borrower to ColorWorks ("ColorWorks Loans"),
          provided (i) that the aggregate principal amount of all ColorWorks
          Loans at any time outstanding shall not exceed $12,000,000, (ii) that
          all notes from ColorWorks to the Borrower evidencing the ColorWorks
          Loans ("ColorWorks Notes") shall be assigned to the Agent for the
          benefit of the Lenders, (iii) that the Borrower at all times owns at
          least 51% of the voting stock of ColorWorks and (iv) if an Event of
          Default occurs, the Borrower shall, within 15 days of a request by the
          Required Lenders, assign to the Agent for the benefit of the Lenders
          all collateral securing the ColorWorks Loans, including without
          limitation all mortgages and security agreements, and Borrower shall,
          at its sole cost and expense, make all filings and recordings
          necessary in connection with such assignment.

          (i) Loans from the Borrower to Bush PA ("Bush PA Loans"), provided
          that (i) the aggregate principal amount of all Bush PA Loans at any
          time outstanding shall not exceed $75 million, (ii) the Bush PA Loans
          shall be evidenced by a single demand note in the maximum face amount
          of $75 million (the "Bush PA Note") and (iii) the Bush PA Note shall
          be assigned by the Borrower to the Agent for the benefit of the
          Lenders."

                                      -3-
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      (o) Section 7.06(f).  Section 7.06(f) is hereby
          ---------------                            
amended by deleting the word "and" after the semi-colon at the end of Section
7.06(f).

      (p) Section 7.06(g).  Section 7.06(g) is hereby amended by deleting the
          ---------------                                                    
period at the end of Section 7.06(g) and adding a semi-colon followed by the
word "and" at the end of Section 7.06(g).

      (q) New Section 7.06(h).  Section 7.06 is hereby amended by adding a new
          -------------------                                                 
subsection (h) after Section 7.06(g), which Section 7.06(h) reads in its
entirety as follows:

          "(h) ColorWorks may declare and make Stock Payments, provided that at
          the time of such Stock Payments, there are no ColorWorks Loans
          outstanding."

      (r) Section 7.09(e).  Section 7.09(e) is hereby amended to read in
          ---------------                                               
its entirety as follows:

          "(e) The Borrower may enter into a transaction to purchase 551,128
          shares of ColorWorks stock (out of a total of 821,299 shares) for not
          more than $10.00 per share or $5,511,280, with approximately 95% of
          the purchase price of $5,511,280 to be paid with treasury shares of
          Borrower and the remaining percentage of the purchase price to be paid
          in cash, on substantially the terms set forth in the letter of intent
          dated November 30, 1995 among the Borrower and the persons named
          therein, provided that no Event of Default or Potential Default shall
          occur and be continuing or shall exist at such time or after giving
          effect to such transaction. In addition, Borrower may purchase up to
          an additional 25,000 shares of ColorWorks stock at the time of the
          closing of the foregoing transaction for cash for not more than $10.00
          per share. The transactions permitted by this Section 7.09(e) shall
          not be deemed to be an Acquisition for purposes of Section 7.09(b) and
          7.13 hereof."

      (s) Section 7.12(d).  Section 7.12(d) is hereby amended to read in
          ---------------                                               
its entirety as follows:

          "(d) Loans and advances permitted by subsections (c) or (h) of Section
          7.05 hereof; and"

      (t) Section 7.13.  Section 7.13 is hereby amended by designating the
          ------------                                                    
existing text thereof as "Section 7.13(a)" and adding a new Section 7.13(b),
such Section 7.13(b) to read in its entirety as follows:

                                      -4-
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          "(b) ColorWorks shall not make any Capital Expenditures, except for
          Capital Expenditures such that as of the end of each Fiscal Year of
          ColorWorks, Capital Expenditures of ColorWorks for such Fiscal Year
          shall not exceed the following amounts: (i) during Fiscal Year 1996,
          an amount equal to $3,000,000; and (ii) for each Fiscal Year
          thereafter, an amount equal to $2,000,000. Capital Expenditures of
          ColorWorks permitted by this Section 7.13(b) shall not be included for
          purposes of Section 7.13(a)."

      (u) New Section 7.19.  A new Section 7.19 is hereby added to the Credit
          ----------------                                                   
Agreement, such Section 7.19 to read in its entirety as follows:

          "7.19.  Bush PA.  Bush PA shall at all times remain a wholly-owned
                  -------                                                   
          Subsidiary of the Borrower."

      Section 3.  Representations and Warranties of the Borrower.  The
      ---------   ----------------------------------------------      
Borrower hereby represents and warrants to the Agent and each Lender as follows:

          (a)  Power and Authorization.  The Borrower has
               -----------------------                   
      full power and authority to execute, deliver, and perform its
      obligations under and take all actions contemplated to be performed by
      it under, this Amendment and all such action has been duly and validly
      authorized by all necessary corporate proceedings on its part.

          (b)  Execution and Binding Effect.  This Amendment has been duly and
               ----------------------------                                   
      validly executed and delivered by the Borrower. This Amendment
      constitutes the legal, valid and binding obligation of the Borrower
      enforceable against the Borrower in accordance with its terms, except
      as the enforceability hereof may be limited by bankruptcy, insolvency
      or other similar laws or general application affecting the enforcement
      of creditors' rights or by general principles of equity limiting the
      availability of equitable remedies.

      Section 4.  Assignment of ColorWorks Note.  The Borrower shall assign
      ---------   -----------------------------                            
the ColorWorks Note to the Agent for the benefit of the Lenders as required by
Section 7.05(h) of the Credit Agreement within 21 days of the execution of this
Amendment.  Such assignment shall be in form and substance reasonably acceptable
to the Agent and the Required Lenders.

      Section 5.  Bush of Pennsylvania, Inc.  The Agent, the Lenders and the
      ---------   --------------------------                                
Issuing Bank hereby approve the formation of Bush Industries of Pennsylvania,
Inc., a Delaware corporation and a wholly-owned Subsidiary of the Borrower
("Bush PA"), provided that within 21 days of the execution of this Amendment the
Borrower

                                      -5-
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shall or shall cause Bush PA to deliver to the Agent (a) four (4) fully executed
copies of Significant Subsidiary Guaranty in the form of Exhibit E to the Credit
Agreement and (b) the documents required by clauses (i), (ii) and (iii) of
Section 6.12 of the Credit Agreement. From and after the date of this Amendment,
Bush PA shall be considered a Significant Subsidiary of the Borrower purposes of
the Credit Agreement and the other Loan Documents.

          Section 6.  Miscellaneous.
          ---------   ------------- 

          (a)  Except as amended hereby, the provisions of the Credit Agreement
are hereby ratified and confirmed in all respects by the parties hereto and
shall remain in full force and effect as between such parties.

          (b)  This Amendment shall be deemed to be a contract under the laws of
the Commonwealth of Pennsylvania and for all purposes shall be construed in
accordance with and governed by the laws of such Commonwealth, without regard to
conflicts of law principles.

          (c)  This Amendment may be executed in as many counterparts as may be
deemed necessary and convenient and by the separate parties hereto on separate
counterparts, each of which when so executed and delivered shall be deemed to
constitute an original, but all such separate counterparts shall constitute but
one and the same instrument.

          IN WITNESS WHEREOF, the parties hereto by their officers hereunto duly
authorized have executed this Amendment as of the date and year first written
above.

                                        BUSH INDUSTRIES, INC.

                                        By: /s/ Neil Frederick
                                            ---------------------------

                                        Title: Treasurer
                                               ------------------------


                                        MELLON BANK, N.A., individually
                                          and as Agent


                                        By: /s/ Mike Anselmo
                                            ---------------------------

                                        Title: Vice President
                                               ------------------------

                                      -6-
<PAGE>
 
                                        BRANCH BANKING AND TRUST
                                          COMPANY

                                        By: /s/ Hoyt Almond
                                            ------------------------

                                        Title: S.V.P.
                                               ---------------------


                                        THE CHASE MANHATTAN BANK, N.A.



                                        By: /s/ Fred Loder
                                            ------------------------

                                        Title: VP
                                               ---------------------

                                        CHEMICAL BANK



                                        By: /s/ Robert J. McArdle
                                            -------------------------

                                        Title: Vice President
                                               ----------------------

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