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                                                                   EXHIBIT 10.28

                                                                  EXECUTION COPY


                                 AMENDMENT NO. 1

         This AMENDMENT NO. 1, dated as of April 26, 2001 (this "AMENDMENT") to
the Existing Credit Agreement referred to below, is among WEIGHT WATCHERS
INTERNATIONAL, INC., a Virginia corporation ("WWI"), WW FUNDING CORP., a
Delaware corporation (the "SP1 BORROWER", and together with WWI, the
"BORROWERS") and the various financial institutions parties thereto (the
"LENDERS").


                              W I T N E S S E T H:
                              -------------------

         WHEREAS, the Borrowers, the Lenders, The Bank of Nova Scotia, as the
administrative agent (in such capacity, the "ADMINISTRATIVE AGENT") for the
Lenders and as a lead arranger and a book manager, Credit Suisse First Boston,
as the syndication agent for the Lenders (in such capacity, the "SYNDICATION
AGENT") and as a lead arranger and a book manager and BHF (USA) Capital
Corporation, as the documentation agent for the Lenders (in such capacity, the
"DOCUMENTATION AGENT") are party to the Amended and Restated Credit Agreement,
dated as of January 16, 2001 (as further amended, supplemented or otherwise
modified prior to the First Amendment Effective Date (as defined below), the
"EXISTING CREDIT AGREEMENT");

         WHEREAS, the Borrower has requested that the Lenders amend certain
provisions of the Existing Credit Agreement as herein provided, and the Lenders
are willing to effect such amendments, but only on and subject to the terms and
conditions of this Amendment;

         NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein contained, the parties hereto hereby agree as follows.

                                     PART I
                                   DEFINITIONS

         SUBPART 0.1 CERTAIN DEFINITIONS. Terms used in this Amendment which are
defined in the Existing Credit Agreement shall have the meanings set forth in
the Existing Credit Agreement. The following additional terms, as used herein,
shall have the following respective meanings (such meanings to be equally
applicable to the singular and plural forms thereof):

         "AMENDMENT" is defined in the PREAMBLE.

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         "EXISTING CREDIT AGREEMENT" is defined in the FIRST RECITAL.

         "FIRST AMENDMENT EFFECTIVE DATE" is defined in SUBPART 3.1.


                                     PART II
                             AMENDMENTS TO EXISTING
                                CREDIT AGREEMENT

         SUBPART 2.1 AMENDMENT TO THE ARTICLE I. Article I of the Existing
Credit Agreement is hereby amended as set forth in SUBPART 2.1.1.

         SUBPART 2.1.1. Section 1.1 of the Existing Credit Agreement is hereby
amended by inserting the following definitions in the appropriate alphabetical
order:

                  "FIRST AMENDMENT EFFECTIVE DATE" is defined in Subpart 3.1 of
         Amendment No. 1, dated as of April 26, 2001, to this Agreement, among
         the Borrowers and the Lenders parties thereto.

                  "HEINZ COMMON SHARES" means the 1,428,000 WWI Common Shares
         owned by HJH (and/or its Affiliates) as of the First Amendment
         Effective Date, as such number of WWI Common Shares may be adjusted
         from time to time in accordance with Section 1.3 of the Heinz Put/Call
         Agreement.

                  "HEINZ PUT/CALL AGREEMENT" means the Put/Call Agreement, dated
         as of April 18, 2001, between WWI and HJH, as the same may be amended,
         supplemented or modified from time to time.

                  "MAXIMUM SUBORDINATED RESTRICTED PAYMENT AMOUNT" means, on any
         date, the difference between (a) the maximum Dollar amount that could
         then be used to redeem, purchase or defease Senior Subordinated Notes
         pursuant to, and without causing a Default under, CLAUSE (b)(ii) of
         SECTION 7.2.6 less (b) the Retained ECF Amount as of such date.

                  "RETAINED ECF AMOUNT" means, on any date, 50% of the amount of
         all Restricted Payments made (or to be made) during the then current
         fiscal year of WWI on or prior to such date of determination pursuant
         to CLAUSE (a)(w) of SECTION 7.2.6.

         SUBPART 2.2. AMENDMENTS TO ARTICLE VII. Article VII of the Existing
Credit Agreement is hereby amended in accordance with SUBPARTS 2.2.1 through
2.2.3.


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         SUBPART 2.2.1. Clause (b) of Section 7.1.9 of the Existing Credit
Agreement is hereby amended by inserting the following language immediately
after the phrase "general corporate purposes":

         (including to fund Restricted Payments permitted pursuant to CLAUSE
(a)(w) of SECTION 7.2.6)

         SUBPART 2.2.2. Clause (a) of Section 7.2.6 of the Existing Credit
Agreement is hereby amended by inserting the following new clause (a)(w)
immediately before existing clause (a)(x):

         (w) from time to time on or prior to September 12, 2002, WWI may
         purchase or redeem for cash all or any portion of the Heinz Common
         Shares; PROVIDED, that (i) the aggregate consideration paid for all
         Heinz Common Shares shall not exceed $28,000,000, (ii) both before and
         after giving effect to any such purchase or redemption, no Default
         shall have occurred and be continuing, or would result therefrom and
         (iii) at the time of any such purchase or redemption (both before and
         after giving effect to any such purchase or redemption), the Borrower
         shall have at least $30,000,000 of availability under the Revolving
         Loan Commitments (after giving effect to the outstanding principal
         amount of Swing Line Loans and the aggregate amount of Letter of Credit
         Outstandings);

         SUBPART 2.2.3. Clause (b)(ii) of Section 7.2.6 of the Existing Credit
Agreement is hereby amended by inserting the following new clause (b)(ii)(w)
immediately before the existing clause (b)(ii)(x):

         (w) the aggregate amount of such redemption, purchase or defeasance
         does not exceed the then current Maximum Subordinated Restricted
         Payment Amount,

                                    PART III
                           CONDITIONS TO EFFECTIVENESS

         SUBPART 3.1. FIRST AMENDMENT EFFECTIVE DATE. This Amendment, and the
amendments and modifications set forth herein, shall be and become effective on
the date (the "FIRST AMENDMENT EFFECTIVE DATE") when each of the conditions set
forth in this Part shall have been fulfilled to the satisfaction of the
Administrative Agent.

         SUBPART 3.1.1. EXECUTION OF COUNTERPARTS. The Administrative Agent
shall have received counterparts of this Amendment, duly executed and delivered
on behalf of the Borrowers and the Required Lenders.

         SUBPART 3.1.2. AMENDMENT FEE, ETC. The Administrative Agent shall have
received (i) an amendment fee (but only for the account of each Lender that has
executed and delivered (including


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delivery by way of facsimile) a copy of this Amendment to the attention of
Sherri Snelson at Mayer, Brown & Platt, 1675 Broadway, New York, New York 10019
(19th floor), telecopy number 212-262-1910, at or prior to 5:00 p.m. New York
time on April 26, 2001) in the amount of 1/8 of 1% of such Lender's portion of
the Total Exposure Amount, and (ii) any other amounts then owing to the
Administrative Agent.

         SUBPART 3.1.3. SATISFACTORY LEGAL FORM. All documents executed or
submitted pursuant hereto by or on behalf of the Borrowers shall be reasonably
satisfactory in form and substance to the Administrative Agent and its counsel,
and the Administrative Agent and its counsel shall have received all
information, approvals, opinions, documents or instruments as the Administrative
Agent or such counsel may reasonably request.

                                     PART IV
                         REPRESENTATIONS AND WARRANTIES

         In order to induce the Lenders to enter into this Amendment and to
amend the Existing Credit Agreement as provided herein, the Borrowers represent
and warrant to each Lender as set forth in this Part.

         SUBPART 4.1. COMPLIANCE WITH REPRESENTATIONS AND WARRANTIES. The
representations and warranties set forth herein, in Article VI of the Credit
Agreement and in each other Loan Document are true and correct in all material
respects with the same effect as if made on and as of the First Amendment
Effective Date (unless stated to relate solely to an earlier date, in which case
such representations and warranties were true and correct in all material
respects as of such earlier date), and both before and after giving effect to
the terms of this Amendment, no Default has occurred and is continuing.

         SUBPART 4.2. VALIDITY, ETC. This Amendment has been duly authorized,
executed and delivered by each of the Borrowers, and each of this Amendment, the
Credit Agreement and each other Loan Document constitutes the legal, valid and
binding obligations of the Borrowers and each other Obligor party thereto, in
each case enforceable against the Borrowers or such other Obligor(s) in
accordance with their respective terms, except as such enforceability may be
affected by the applicability of bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws relating to or affecting
creditors' rights generally, general equitable principles (whether considered in
a proceeding in equity or at law) and an implied covenant of good faith and fair
dealing.

                                     PART V
                            MISCELLANEOUS PROVISIONS


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         SUBPART 5.1. NO OTHER AMENDMENTS; REFERENCES TO THE CREDIT AGREEMENT,
ETC. Other than as specifically provided herein, this Amendment shall not
operate as a waiver or amendment of any right, power or privilege of any Lender
or Agent under the Credit Agreement or any other Loan Document or of any other
term or condition of the Credit Agreement or any other Loan Document, nor shall
the entering into of this Amendment preclude the Lenders or any Agent from
refusing to enter into any further waivers or amendments with respect to the
Credit Agreement or any other Loan Document. All references to the Credit
Agreement in any document, instrument, agreement, or writing shall from and
after the First Amendment Effective Date be deemed to refer to the Existing
Credit Agreement, as amended hereby. The Borrowers agree to pay all reasonable
expenses of the Administrative Agent in connection with the negotiation,
preparation, execution, delivery and administration of this Amendment and all
related documents, including all reasonable legal fees and expenses and all
expenses associated with the solicitation of and communication with the Lenders
in connection herewith, whether or not the transactions contemplated hereby or
thereby are consummated or effectuated.

         SUBPART 5.2. HEADINGS. The various headings of this Amendment are
inserted for convenience only and shall not affect the meaning or interpretation
of this or any other provision hereof.

         SUBPART 5.3. GOVERNING LAW. THIS AMENDMENT SHALL BE DEEMED TO BE A
CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK
(INCLUDING FOR SUCH PURPOSE SECTIONS 5-1401 AND 5-1402 OF THE GENERAL
OBLIGATIONS LAW OF THE STATE OF NEW YORK).

         SUBPART 5.4. COUNTERPARTS; FACSIMILE SIGNATURES. This Amendment may be
signed in any number of counterparts, each of which shall be an original, with
the same effect as if the signatures thereto and hereto were upon the same
instrument. Delivery of an executed counterpart of a signature page of this
Amendment by facsimile shall be effective as delivery of a manually executed
counterpart of this Amendment.

         SUBPART 5.5. CROSS-REFERENCES. References in this Amendment to any Part
or Subpart are, unless otherwise specified or otherwise required by the context,
to such Part or Subpart of this Amendment.

         SUBPART 5.6. SUCCESSORS AND ASSIGNS. This Amendment shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns.

         SUBPART 5.7. LOAN DOCUMENT PURSUANT TO CREDIT AGREEMENT. This Amendment
is a Loan Document executed pursuant to the Credit Agreement and shall be
construed, administered and applied in accordance with all of the terms and
provisions of the Credit Agreement.


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         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective duly authorized officers as of the day and year
first above written.

                                      WEIGHT WATCHERS INTERNATIONAL, INC.


                                      By:
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                                         Name:
                                         Title:


                                      WW FUNDING CORP.


                                      By:
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                                         Name:
                                         Title:




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                                      LENDERS:

                                      THE BANK OF NOVA SCOTIA


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                                         Name:
                                         Title:



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