Exhibit 4.4

          SECOND AMENDMENT TO THE AMENDED AND RESTATED
                 POOLING AND SERVICING AGREEMENT

     THIS SECOND AMENDMENT (this "Amendment") to the Amended  and

Restated Pooling and Servicing Agreement (the "Agreement")  dated

as of August 11, 1995, by and among SRI Receivables Purchase Co.,

Inc.,  a  Delaware  corporation  (the  "Transferor"),   Specialty

Retailers,  Inc., a Texas corporation (the "Servicer"  or  "SRI")

and Bankers Trust (Delaware), a Delaware banking corporation (the

"Trustee") is made and entered into as of August 1, 1998  by  and

among the Servicer, the Trustee and the Transferor.

     WHEREAS,  Granite National Bank, N.A. (the "Bank") has  been

formed for the purpose of extending credit to enable Obligors  to

pay for merchandise or services purchased at an SRI Store;

     WHEREAS,  the  Bank and SRI have entered into  that  certain

Receivables  Transfer  Agreement dated  as  of  the  date  hereof

whereby  the Bank agrees to sell, and SRI agrees to purchase  the

Receivables  arising under Charge Account Agreements between  the

Bank and Obligors;

     WHEREAS,  pursuant  to Section 13.1 of  the  Agreement,  the

parties hereto contemplated the  inclusion of the SRI Credit Card

Bank;

     WHEREAS,  the Servicer, the Trustee on behalf of  the  Trust

and  the Transferor desire to effectuate the establishment of the

Granite Accounts with the Bank, as the SRI Credit Card  Bank, and

the  transfer of the Receivables arising hereunder to the  Trust,

by  modifying and amending certain terms of the Agreement in  the

manner more particularly described herein below;

     NOW,  THEREFORE,  for good and valuable  consideration,  the

receipt and sufficiency of which are hereby acknowledged:

     The  Servicer,  the Trustee on behalf of the Trust  and  the

Transferor hereby agree as follows:

     1.    Defined Terms.  Capitalized terms used herein but  not

otherwise  defined  shall  have the meanings  set  forth  in  the

Agreement, as amended by this Amendment.

     2.    Bank.   The  definition of  the  Bank  shall  read  as

follows:

          "Bank"  means Granite National Bank, N.A.,  a  national
     banking association.

     3.   Credit and Collection Policy.  The definition of Credit

and  Collection Policy shall be amended and restated to  read  as

follows:

          "Credit   and  Collection  Policy"  means  the  credit,
     collection,  customer  relations and service  policies  that
     apply  to  an  Eligible Account, as such policies  currently
     exist  and  as  such  policies may be amended,  modified  or
     supplemented from time to time subject to Section 5.01(c) of
     the Receivables Purchase Agreement.

     4.    Eligible Receivable.  Clause (h) of the definition  of
Eligible  Receivable  shall be amended and restated  to  read  as
follows:

          (h)   it  arises under a Charge Account Agreement  that
     has been duly authorized by (i) the applicable Originator or
     (ii)  the  creditor of an account approved  by  each  Rating
     Agency  as  an  Automatic Additional Account or Supplemental
     Account,  and  which, together with such Receivable,  is  in
     full  force and effect and constitutes the legal, valid  and
     binding   obligation  of  the  Obligor  of  such  Receivable
     enforceable  against  such Obligor in  accordance  with  its
     terms  and  is  not subject at the time of transfer  to  the
     Trust  to  any  dispute,  offset,  counterclaim  or  defense
     whatsoever.

     5.    Additional Defined Terms.  The following defined terms
shall be added to Section 1.1 of the Agreement:

          "Granite  Additional Accounts" shall mean  each  credit
     card  account  established  pursuant  to  a  Charge  Account
     Agreement  between  the  Bank  and  any  Person   which   is
     identified  by  an  account number,  excluding  the  Granite
     Original Accounts.

          "Granite  Original Accounts" means Accounts  which  the
     Bank  establishes  with  Obligors  who  had  Charge  Account
     Agreements with SRI on August 1, 1998.

          "Merchant  Agreement"  means an agreement  between  the
Bank  and  a  merchant pursuant to which the merchant  agrees  to
honor  credit cards issued by the Bank to Obligors and  the  Bank
agrees  to  make loans to Obligors for the purpose of  purchasing
goods  and services at stores operated by the merchant.   Without
limiting  the  foregoing,  the Retail Credit  Services  Agreement
dated as of August 1, 1998 between the Transferor and the Bank is
a Merchant Agreement.



     7.    SRI  Store.   The  definition of SRI  Store  shall  be
amended and restated to read as follows:

          "SRI  Store" means any merchant which is a party  to  a
     Merchant Agreement with the Bank.

     8.    Transferred  Account.  The definition  of  Transferred
Account shall be amended and restated to read as follows:

          "Transferred Account" shall mean an Account to which  a
     new   credit   account   number  has   been   issued   under
     circumstances  resulting from a lost or stolen  credit  card
     and not requiring standard application and credit evaluation
     procedures under the Credit and Collection Policy, and which
     can  be  traced or identified by reference to or by  way  of
     computer files or microfiche lists delivered to the  Trustee
     or  the bailee of the Trustee pursuant to Section 2.1 or 2.6
     as an account into which an Account has been transferred.

     9.    Addition  of  Accounts.  Section  2.6(b)(i)  shall  be

amended and restated to read as follows:

          (i)   the cumulative number of Accounts the Receivables
     of  which  have been added or are designated to be added  to
     the  Trust pursuant to subsection 2.6(a) since the later  of
     the  Initial  Closing Date and the first day of the  twelfth
     preceding  Monthly  Period which satisfy the  conditions  of
     clause  (a)  of  the  definition  of  "Automatic  Additional
     Accounts"  and the Granite Additional Accounts on such  date
     shall not be in excess of 20% of the amount equal to (w) the
     number of the Active Accounts as of the later of the Initial
     Closing Date, the Latest Rating Agency Approval Date and the
     last  day  of the twelfth preceding Monthly Period plus  (x)
     the  number  of  Accounts  the  Receivables  of  which  were
     designated  to be added to the Trust pursuant to clause  (b)
     of  the definition of "Automatic Additional Accounts" (other
     than  Granite Additional Accounts) on the first day of  such
     addition  after the later of the Initial Closing  Date,  the
     Latest  Rating Agency Approval Date and the last day of  the
     twelfth  preceding  Monthly Period plus (y)  the  number  of
     Supplemental Accounts, if any, the Receivables of which were
     designated to be added to the Trust after the later  of  the
     Initial Closing Date, the Latest Rating Agency Approval Date
     and  the  last  day of the twelfth preceding Monthly  Period
     minus  (z) any Removed Accounts removed after the  later  of
     the  Initial Closing Date, the Latest Rating Agency Approval
     Date  and  the  last  day of the twelfth  preceding  Monthly
     Period; and

     10.    Effectiveness  of  Amendments.   The  parties  hereto

expressly acknowledge that the effectiveness of this Amendment is

conditioned  upon the receipt of written confirmation  from  each

Rating  Agency  to  the effect that the original  rating  of  any

Series  or  any  class  of  any Series will  not  be  reduced  or

withdrawn  as  a result of this Amendment.  Upon receipt  by  the

Trustee  of  such written confirmation, this Amendment  shall  be

deemed  effective  on the date hereof.  Except as  expressly  set

forth  above, all terms of the Agreement shall be and  remain  in

full  force and effect and shall constitute the legal, valid  and

binding  and enforceable obligations of the parties thereto.   To

the  extent  any  terms  and conditions in  the  Agreement  shall

contradict  or  be  in  conflict  with  any  provisions  of  this

Amendment, the provisions of this Amendment shall govern.

     11.   Governing Law.  THIS AMENDMENT AND THE AGREEMENT SHALL

BE  GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE

STATE  OF  NEW  YORK, WITHOUT REFERENCE TO ITS  CONFLICT  OF  LAW

PROVISIONS,  AND  THE  OBLIGATIONS, RIGHTS AND  REMEDIES  OF  THE

PARTIES   HEREUNDER  AND  THEREUNDER  SHALL  BE   DETERMINED   IN

ACCORDANCE WITH SUCH LAWS.

     12.   Counterparts.   This  Amendment  may  be  executed  in

separate counterparts each of which shall be an original and  all

of  which  taken  together  shall constitute  one  and  the  same

agreement.

     13.   Trustee.  The Trustee shall not be responsible in  any

manner  whatsoever for or in respect of the sufficiency  of  this

Amendment or for or in respect of any recitals contained  herein,

all of which recitals are made solely by the Transferor.

     IN  WITNESS WHEREOF,  the parties thereto have executed this

Second Amendment as of August 1, 1998.

                              SPECIALTY RETAILERS, INC., Servicer


                              By:  /s/ Mark Hess
                              Its: Treasurer


                              SRI RECEIVABLES PURCHASE CO., INC.,
                              Transferor

                              By:  /s/ James Marcum
                              Its: Chief Financial Officer

                              BANKERS TRUST (DELAWARE), Trustee


                              By:  /s/ Donna G. Mitchell
                              Its: Trust Officer