EXHIBIT 10.1


                                LETTER AMENDMENT

                                        Dated as of February 18, 1998


To the banks, financial institutions
  and other institutional lenders
  (collectively, the "Lenders")
  parties to the Credit Agreement
  referred to below and to Fleet National Bank,
  as administrative agent (the "Administrative Agent")
  for the Lenders

Ladies and Gentlemen:

                  We refer to the Amended and Restated Credit Agreement dated as
of July 3, 1997 (the  "Credit  Agreement")  among the  undersigned,  CT Holding,
Inc.,  a  Delaware  corporation  ("Holding"),  and you.  Capitalized  terms  not
otherwise  defined in this Letter  Amendment have the same meanings as specified
in the Credit Agreement.

                  The Credit  Agreement,  the Security  Agreement and the Pledge
Agreement are, effective of the date of this Letter Amendment, hereby amended as
follows:

                  (a) The following definitions are hereby added to Section 1.01
of the Credit Agreement in the correct alphabetical order:

                  "Bank Hedge Agreement" means any interest rate Hedge Agreement
         required  or  permitted  under  Article V that is  entered  into by and
         between the Borrower and any Hedge Bank.

                  "Hedge Bank" means any Lender  party or any of its  Affiliates
         in its capacity as a party to a Bank Hedge Agreement."

                  (b) The definition of "Secured Parties" in Section 1.01 of the
Credit  Agreement is hereby  amended by adding at the end thereof "and the Hedge
Banks".

                  (c) The definition of "Loan  Documents" in Section 1.01 of the
Credit  Agreement  is hereby  amended by adding at the end of clause (b) therein
the phrase "and (vi) each Bank Hedge Agreement".



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                  (d)  Section  5.02(b)(ii)  of the Credit  Agreement  is hereby
amended in full to read as follows:

                  "(ii) in the case of the  Borrower and its  Subsidiaries,  (A)
         the  Permanent  Debt in an  aggregate  principal  amount  not to exceed
         $115,000,000  and (B) Debt in respect of Hedge  Agreements  designed to
         hedge against  fluctuations  in interest rates incurred in the ordinary
         course of business and consistent with prudent business  practice in an
         aggregate  notional  amount  not to  exceed  $48,500,000  at  any  time
         outstanding.

                  (e)  Section  5.02(f)(iv)  of the Credit  Agreement  is hereby
amended in full to read as follows:

                  "(iv)  (A)  Investments   consisting  of   intercompany   Debt
         permitted  under  Section  5.02(b)(iii)  and  (B)  Investments  by  the
         Borrower in Hedge Agreements permitted under Section 5.02(b)(ii)(B)".

                  (f) Section 7.01 of the Credit  Agreement is hereby amended by
replacing the first sentence thereof in its entirety to read as follows:

                  "Each Lender Party (in its  capacities as a Lender,  the Swing
         Line Bank (if  applicable),  the  Issuing  Bank (if  applicable)  and a
         potential Hedge Bank) hereby appoints and authorizes the Administrative
         Agent to take such action as agent on its behalf and to  exercise  such
         powers and discretion under this Agreement and the other Loan Documents
         as are  delegated to the  Administrative  Agent by the terms hereof and
         thereof,  together with such powers and  discretion  as are  reasonably
         incidental thereto.

                  (g) Sections 1, 2 and 3 of the Security  Agreement  are hereby
amended by replacing  each reference  therein to "Lender  Parties" with "Secured
Parties".

                  (h)  Sections  1 and 2 of  the  Pledge  Agreement  are  hereby
amended by replacing  each reference  therein to "Lender  Parties" with "Secured
Parties".

                  This Letter  Amendment  shall become  effective as of the date
first above written when,  and only when,  the  Administrative  Agent shall have
received  counterparts of this Letter Amendment  executed by us, Holding and the
Required  Lenders  or,  as to any of the  Lenders,  advice  satisfactory  to the
Administrative Agent that such Lender as executed this Letter Amendment, and the
Loan  Party  Consent  attached  hereto by  Country  General,  Inc.  This  Letter
Amendment is subject to the provisions of Section 8.01 of the Credit Agreement.

                  On and after the effectiveness of this Letter  Amendment,  (x)
each  reference  in the  Credit  Agreement  to  "this  Agreement",  "hereunder",
"hereof" or words of like import



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referring  to the  Credit  Agreement,  and  each  reference  in the  other  Loan
Documents to "the Credit  Agreement",  "thereunder",  "thereof" or words of like
import referring to the Credit  Agreement,  shall mean and be a reference to the
Credit Agreement, as amended by this Letter Amendment, (y) each reference in the
Security Agreement to "this Agreement",  "hereunder",  "hereof" or words of like
import referring to the Security Agreement, and each reference in the other Loan
Documents to "the Security Agreement",  "thereunder", "thereof" or words of like
import referring to the Security Agreement, shall mean and be a reference to the
Security  Agreement,  as amended by this Letter Amendment and (z) each reference
in the Pledge Agreement to "this Agreement",  "hereunder",  "hereof" or words of
like import referring to the Pledge  Agreement,  and each reference in the other
Loan Documents to "the Pledge  Agreement",  "thereunder",  "thereof" or words of
like import referring to the Pledge Agreement, shall mean and to be reference to
the Pledge Agreement, as amended by this Letter Agreement.

                  The Credit Agreement,  as specifically  amended by this Letter
Amendment,  and the  Notes and each of the other  Loan  Documents  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 Collateral
Documents and all of the collateral  described  therein do and shall continue to
secure  the  payment  of all  Obligations  of the Loan  Parties  under  the Loan
Documents.  The execution,  delivery and  effectiveness of this Letter Amendment
shall  not,  except as  expressly  provided  herein,  operate as a waiver of any
right,  power or remedy of any Lender or the  Administrative  Agent under any of
the Loan Documents,  nor constitute a waiver of any provision of any of the Loan
Documents.

                  If you  agree  to the  terms  and  provision  of  this  Letter
Amendment,  please  evidence such  agreement by executing and returning at least
two  counterparts  of this  Letter  Amendment  to Tracey  Springer,  Shearman  &
Sterling, 599 Lexington Avenue, New York, New York 10022.

                  This  Letter  Amendment  may  be  executed  in any  number  of
counterparts and by different parties hereto in separate  counterparts,  each of
which when so executed  shall be deemed to be an original and all of which taken
together shall  constitute one and the same  agreement.  Delivery of an executed
counterpart of a signature page to this Letter  Amendment by telecopier shall be
effective  as  delivery  of a  manually  executed  counterpart  of  this  Letter
Amendment.

                  This Letter  Amendment  shall be governed by, and construed in
accordance with, the laws of the State of New York.


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                                Very truly yours,

                                CENTRAL TRACTOR FARM & COUNTRY, INC.



                                By /s/ Denny L. Starr
                                   Title: CFO - Senior Vice President


                                CT HOLDING, INC.


                                By /s/ Dean Longnecker
                                   Title:  Exec. Vice President

Agreed as of the date first above written:

FLEET NATIONAL BANK,
  as Administrative Agent, Issuing Bank and as Lender


By /s/ Stephen Curran
     Title: AVP

NATIONSBANK, N.A.


By /s/ Robert Wilson
     Title: Vice President

DLJ CAPITAL FUNDING, INC.

By______________________________
     Title:


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HELLER FINANCIAL, INC.

By:_____________________________
     Title:


FIRST UNION NATIONAL BANK

By: /s/ Jorge Gonzales
      Title: Senior Vice President


IBJ SCHRODER BANK & TRUST COMPANY

By  /s/ Jennifer Marshall
      Title: Director


KEYBANK NATIONAL ASSOCIATION

By  /s/ Alex Strazella
      Title: Vice President


NATIONSBANK, N.A.

By ______________________
     Title:


HARRIS TRUST & SAVINGS BANK

By  /s/ Christopher J. Fisher
      Title:  Vice President

LASALLE NATIONAL BANK

By  /s/ A. Nicole Hagan
      Title: Loan Officer


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FIRST BANK NATIONAL ASSOCIATION

By /s/ Elliot J. Jaffee
     Title: Vice President

BANK ONE, ILLINOIS, NA

By /s/ Thomas J. Littau
    Title: Asst. Vice President

VAN KAMPEN AMERICAN CAPITAL PRIME
    RATE INCOME TRUST

By /s/ Jeffrey W. Maillet
    Title: Sr. Vice Pres. & Director

HELLER FINANCIAL, INC.

By________________________
    Title:




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                               LOAN PARTY CONSENT


                                            Dated as of February 18, 1998


         The undersigned,  Country General,  Inc., a Delaware Corporation,  as a
Loan Party under the Loan Documents referred to in the Credit Agreement dated as
of July 3, 1997 (the "Credit Agreement"),  among Central Tractor Farm & Country,
Inc., CT Holding, Inc., the banks and other financial institutions party thereto
and Fleet National Bank as administrative agent hereby consents to the foregoing
Letter Amendment and agrees that (a)  notwithstanding  the effectiveness of such
Letter Amendment, each of the Loan Documents to which the undersigned is a party
is, and shall  continue  to be, in full force and effect and is hereby  ratified
and confirmed in all respects and (b) the Security  Agreement (as defined in the
Credit  Agreement)  and all of the  Collateral  described  therein do, and shall
continue to,  secure the payment of all of the Secured  Obligations  (as defined
therein).

                                       COUNTRY GENERAL, INC.



                                       By /s/ Denny L. Starr
                                          Title: Senior Vice President - CFO