Exhibit 4.1
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            FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
            --------------------------------------------------------

     This First Amendment to Amended and Restated Credit Agreement is made as of
this 14 day of May, 2001 by and among

          WICKES INC. (formerly Wickes Lumber Company),  a Delaware  corporation
          (the "Borrower"), and

          each of those financial institutions  identified as Lenders on Annex I
          hereto (together with each of their  successors and assigns,  referred
          to individually as a "Lender" and collectively as the "Lenders"), and

          FLEET  RETAIL  FINANCE  INC.,  acting as agent for the  Lenders in the
          manner  and to the  extent  described  in  Article  11 hereof (in such
          capacity, the "Agent"), and

          BANK OF AMERICA,  N.A.,  as  Documentation  Agent (the  "Documentation
          Agent"), and

          FLEET NATIONAL BANK, as issuer of letters of credit (in such capacity,
          the "Issuing Bank")

     in  consideration  of the mutual covenants herein contained and benefits to
     be derived herefrom.

                               W I T N E S S E T H

          A.   Reference  is made to the Amended and Restated  Credit  Agreement
               (the  "Credit  Agreement")  dated as of December  13, 2000 by and
               among the Borrower,  the Lenders,  the Agent,  the  Documentation
               Agent and the Issuing Bank.

          B.   The Borrower,  the Lenders,  and the Agent,  desire to modify and
               amend certain provisions of the Credit Agreement, effective as of
               March 31, 2001.

          Accordingly,  the Agent,  the Lenders,  the  Documentation  Agent, the
     Issuing Bank, and the Borrower agree as follows:

          1.   Definitions.  (a) Capitalized terms used herein and not otherwise
               -----------
               defined herein shall have the meanings  assigned to such terms in
               the Credit Agreement.

          2.   Amendments to Article 9 of the Credit  Agreement.  The provisions
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               of  Article 9 of the  Credit  Agreement  are  hereby  amended  by
               modifying  the  provisions  of Section  9.2 to  provide  that the
               required  minimum  Consolidated  Net Worth for the fiscal quarter
               ending March 31, 2001 shall be "20,600,000.00".

<PAGE>2


          3.   Conditions Precedent to Effectiveness. This First Amendment shall
               -------------------------------------
               not be effective until each of the following conditions precedent
               have been fulfilled to the satisfaction of the Agent:

          a.   This First  Amendment shall have been duly executed and delivered
               by the respective  parties hereto and, shall be in full force and
               effect  and shall be in form and  substance  satisfactory  to the
               Agent and the Majority Lenders.

          b.   All action on the part of the  Borrower  necessary  for the valid
               execution, delivery and performance by the Borrower of this First
               Amendment shall have been duly and effectively taken and evidence
               thereof satisfactory to the Agent shall have been provided to the
               Agent.

          c.   The Borrower shall have provided such additional  instruments and
               documents to the Agent as the Agent and Agent's  counsel may have
               reasonably requested.

          4.   Miscellaneous.
               -------------

          a.   This First Amendment may be executed in several  counterparts and
               by each  party on a separate  counterpart,  each of which when so
               executed and  delivered  shall be an  original,  and all of which
               together shall constitute one instrument.

          b.   This First Amendment  expresses the entire  understanding  of the
               parties with respect to the transactions  contemplated hereby. No
               prior  negotiations  or  discussions  shall  limit,   modify,  or
               otherwise affect the provisions hereof.

     Any  determination  that  any  provision  of this  First  Amendment  or any
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     application hereof is invalid,  illegal or unenforceable in any respect and
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     in any instance shall not effect the validity,  legality, or enforceability
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     of such  provision  in any other  instance,  or the  validity,  legality or
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     enforceability of any other provisions of this First Amendment.
     ---------------------------------------------------------------

     The  Borrower  shall pay on demand  all costs and  expenses  of the  Agent,
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     including,  without  limitation,  reasonable  attorneys' fees in connection
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     with the  preparation,  negotiation,  execution  and delivery of this First
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     Amendment.
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     The Borrower  warrants and represents  that the Borrower has consulted with
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     independent  legal counsel of the Borrower's  selection in connection  with
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     this  First  Amendment  and  is  not  relying  on  any  representations  or
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     warranties  of the  Agent  or its  counsel  in  entering  into  this  First
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     Amendment.
     ----------

<PAGE>3

          IN  WITNESS  WHEREOF,  the  parties  have  duly  executed  this  First
     Amendment as of the day and year first above written.

                                    WICKES INC.


                                    by____________________________________
                                            Name:        James A. Hopwood
                                            Title:          CFO
                                            Address:     706 N. Deerpath Drive
                                                         Vernon Hills, IL 60061


                                    FLEET RETAIL FINANCE INC.,
                                    as Agent and Lender,


                                    by____________________________________
                                            Name:
                                            Title:

                                    BANK OF AMERICA, N.A.,
                                    as Documentation Agent and Lender,


                                    by____________________________________
                                            Name:
                                            Title:

                                    FOOTHILL CAPITAL CORPORATION,
                                    as Lender,


                                    by____________________________________
                                            Name:
                                            Title:

                                    LASALLE BANK, NATIONAL ASSOCIATION,
                                    as Lender,


                                    by____________________________________
                                            Name:
                                            Title:
<PAGE>4

                                    THE CIT GROUP/BUSINESS CREDIT INC.,
                                    as Lender,



                                    by____________________________________
                                            Name:
                                            Title:

                                    CONGRESS FINANCIAL CORPORATION (CENTRAL),
                                    as Lender,


                                    by____________________________________
                                            Name:
                                            Title:

                                    AMERICAN NATIONAL BANK AND
                                    TRUST COMPANY OF CHICAGO,
                                    as Lender,


                                    by____________________________________
                                            Name:
                                            Title:

                                    debis FINANCIAL SERVICES, INC.,
                                    as Lender,


                                    by____________________________________
                                            Name:
                                            Title:

                                    COMERICA BANK,
                                    as Lender,


                                    by____________________________________
                                            Name:
                                            Title:
644928.2