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                                                                   Exhibit 10.14

                                                                Second Amendment

                               SECOND AMENDMENT TO
                             STOCKHOLDERS' AGREEMENT

            Second Amendment to Stockholders' Agreement (this "Amendment") dated
as of March 26, 1997 by and among FURNISHINGS INTERNATIONAL INC., a Delaware
corporation (the "Company"), Masco Corporation, a Delaware corporation
("Masco"), 399 Venture Partners, Inc., a Delaware corporation ("399") and
Douglas C. Barnard, as Voting Trustee under the Voting Trust Agreement (the
"Trustee").

                                    RECITALS

            WHEREAS, the Company, Masco, 399 and the Management Stockholders are
parties to the Stockholders' Agreement dated as of August 5, 1996 by and among
the Company and its stockholders (as previously amended, the "Agreement");
(capitalized terms not otherwise defined herein are used as defined in the
Agreement);

            WHEREAS, 399 has the right, as the holder of HFG Common Stock
representing more than fifty percent (50%) of the HFG Common Stock on a
Fully-Diluted Basis then held by the Institutional Stockholders as a group,
pursuant to Section 7.4(a)(i) of the Agreement to take action on behalf of the
Institutional Stockholders;

            WHEREAS, the Trustee has the right pursuant to Section 7.4(a)(iii)
of the Agreement to take action on behalf of the Management Stockholders; and

            WHEREAS, the parties hereto desire to amend the Agreement to provide
for a board of directors of the Company comprised of 11 persons instead of 7, to
effect changes in the weighted voting of such directors and to effect certain
other amendments.

            NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby agree as
follows:

            SECTION 1. AMENDMENTS

            1.1 Definition of Vested Shares. Clause (ii) of the definition of
"Vested Shares" is hereby amended and restated in its entirety so that it reads
as follows:

                  (ii) with respect to Management Securities (other than
                  Purchased Shares or Restricted Preferred Securities) acquired
                  by any Management Stockholder or Additional Management
                  Stockholder after the Closing, the shares which are "Vested
                  Shares"


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                                                                Second Amendment

                  as provided by written agreement approved by the Board (acting
                  by Affirmative Board Vote) between the Company and such
                  Management Stockholder or Additional Management Stockholder,
                  as the case may be (it being understood that in the absence of
                  any such agreement all such acquired shares shall vest on a
                  five-year vesting schedule with 20% of such shares being
                  vested at the end of each anniversary of the date of original
                  acquisition thereof).

            1.2 Board of Directors. Section 5.1(a) of the Agreement is hereby
amended and restated in its entirety so that it reads as follows:

            (a) From and after the date hereof, each of the Stockholders shall
            vote or cause to be voted all of its shares of voting Common Stock
            (in the Series or Class as described below), at any regular or
            special meeting of stockholders called for the purpose of filling
            positions on the Board, or to execute a written consent in lieu of
            such a meeting of stockholders for the purpose of filling positions
            on the Board, and shall take all actions necessary, to ensure that
            the Board consists of eleven (11) members as follows:

                  (i) shares of Series A-1 Common Stock shall be voted so as to
                  elect four (4) individuals (individually, an "Institutional
                  Director," and collectively, the "Institutional Directors") to
                  be designated by the Institutional Stockholders for so long as
                  the Institutional Stockholders own (x) shares of Series A-1
                  Preferred or (y) at least ten percent (10%) of the outstanding
                  HFG Common Stock on a Fully-Diluted Basis, and thereafter by
                  the Nominating Committee; provided, that, at any time, and
                  from time to time, the Institutional Stockholders, in their
                  sole discretion, may determine not to designate one or all of
                  the Institutional Directors, in which case such Institutional
                  Directors shall be designated by the Nominating Committee;

                  (ii) two (2) individuals to be designated by vote of a
                  majority of the outstanding shares of Class C Common, voting
                  separately as a class (individually, a "Management Director,"
                  and collectively, the "Management Directors") each of whom
                  must be either (A) the Chief Executive Officer (or President),
                  the Chief Operating Officer, the Secretary, the General
                  Counsel, the Chief Financial Officer (or Treasurer) or the
                  Chief Accounting Officer of the Company, (B) a holder of Class
                  C Common or (C) with the


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                                                                Second Amendment

                  consent of the Nominating Committee, any person other than the
                  persons described in clause (A) or clause (B),

                  (iii) shares of Series A-2 Common Stock shall be voted so as
                  to elect one (1) individual (the "Masco Director") to be
                  designated by the Masco Stockholders, for so long as the Masco
                  Stockholders own (x) shares of Series A-1 Preferred, (y) at
                  least five percent (5%) of the outstanding HFG Common Stock on
                  a Fully-Diluted Basis or (z) any Senior Notes; provided, that,
                  at any time, and from time to time, the Masco Stockholders, in
                  their sole discretion, may determine not to designate the
                  Masco Director, in which case such Masco Director shall be
                  designated by the Nominating Committee; and

                  (iv) subject to the exercise of the Regulatory Right under
                  Section 5.9, shares of Series A-3 Common Stock shall be voted
                  so as to elect four (4) individuals (each individually, a
                  "Disinterested Director," and collectively, the "Disinterested
                  Directors"), each of whom is not (A) an Affiliate of 399, (B)
                  employed by the Company or any Subsidiary of the Company or
                  (C) a Stockholder or an Affiliate of any Stockholder, such
                  Disinterested Directors to be designated by the Nominating
                  Committee;

            provided, however, that (x) effective at the Closing, the Board
            shall consist of the individuals set forth on Exhibit C hereto in
            the categories shown thereon and (y) the Stockholders shall cause
            the Institutional Directors, the Masco Director and the Management
            Directors named thereon to be designated and elected as directors,
            and not to be removed by any Stockholder without cause, until
            January 1, 1998 unless such person resigns, is otherwise unable to
            serve or ceases to qualify as a Management Director under Section
            5.1(a)(ii)). The Nominating Committee shall initially consist of one
            (1) Management Director, one (1) Institutional Director and one (1)
            Disinterested Director (collectively, the "Nominating Committee"),
            and upon the Closing the Nominating Committee shall consist of the
            individuals set forth on Exhibit C hereto in the categories shown
            thereon. The Nominating Committee shall act by majority vote,
            provided that, if for any reason there shall be less than three (3)
            directors on the Nominating Committee, it shall act by the unanimous
            vote of the remaining director(s) on the Nominating Committee. In
            the event that for any reason a Disinterested Director on the
            Nominating Committee resigns or is removed from the Nominating
            Committee or from the Board, the


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                                                                Second Amendment

            Nominating Committee shall (acting by the unanimous vote of the
            remaining directors on the Nominating Committee) replace such
            Disinterested Director with one (1) of the other Disinterested
            Directors as determined by the Nominating Committee (provided that,
            if the Nominating Committee fails to agree on the replacement
            Disinterested Director, then the Disinterested Directors may select
            by unanimous designation the Disinterested Director to serve on the
            Nominating Committee). In the event that the Management Stockholders
            do not designate any or either of the Management Directors, the
            Nominating Committee will select one (1) additional Disinterested
            Director who shall also serve on the Nominating Committee which will
            then consist of two (2) Disinterested Directors and one (1)
            Institutional Director.

            1.3 Weighted Board Voting. Section 5.4(a) of the Agreement is hereby
amended and restated in its entirety so that it reads as follows:

            (a) The directors on the Board shall have weighted votes which
            together total 1,000 votes, with each director having a number of
            such votes equal to the percentage set forth below:

                  (i) each Management Director will have a weighted vote of
                  10.5%, except that in the event that Wayne B. Lyon is one of
                  the Management Directors, his weighted vote will be shifted to
                  3.5% and the other Management Director's weighted vote will be
                  shifted to 17.5%, unless and until (A) the Company receives a
                  notice from Mr. Lyon or Masco that Mr. Lyon is no longer a
                  member of the board of directors of Masco or (B) Wayne B. Lyon
                  is no longer a Management Director, at which time the weighted
                  votes of both of the Management Directors will shift back to
                  their original positions of 10.5% each.

                  (ii) the Masco Director will have a weighted vote of 15%;

                  (iii) each of the Institutional Directors will have a weighted
                  vote of 12.25%, except that in the event there are more than
                  50 stockholders of the Company, such weighting shall, upon
                  notice to the Company from the Institutional Stockholders, be
                  shifted to 4.75% each, with a corresponding shift in the
                  weighting of each of the Disinterested Director's weighted
                  vote from 3.75% to 11.25%; thereafter the Institutional
                  Stockholders shall have the right upon


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                                                                Second Amendment

                  notice to the Company to increase the weighting back to its
                  original position; and

                  (iv) each Disinterested Director will have a weighted vote of
                  3.75% (subject to shifting as described in clause (iii)
                  above); such weighting shall be unaffected if one or more of
                  the Disinterested Directors is replaced or designated by the
                  Institutional Stockholders pursuant to the Regulatory Right.

            SECTION 2. MISCELLANEOUS

            2.1 Further Actions. Each of the parties hereto shall cooperate and
shall take further action and shall execute and deliver such further documents
as may be reasonably requested by any other party in order to carry out the
amendments set forth herein.

            2.2 Governing Law. This Amendment shall be governed and construed in
accordance with the laws of the State of New York, without giving effect to any
choice of law or conflict of law provision or rule that would cause the
application of the laws of any jurisdiction other than the State of New York,
except to the extent that the General Corporation Law of the State of Delaware
applies as a result of the Company being incorporated in the State of Delaware,
in which case such General Corporation Law shall apply.

            2.3 Headings. The headings used in this Amendment have been inserted
for convenience of reference only and do not define or limit the provisions
hereof.

            2.4 Counterparts. This Amendment may be executed in any number of
counterparts, each of which will be deemed an original, but all of which
together will constitute one and the same instrument.

            2.5 Consent to Jurisdiction; Service of Process; Waiver of Jury
Trial. The provisions of Sections 7.18 and 7.19 of the Agreement shall apply to
this Amendment as if repeated herein.

                  [Remainder of Page Intentionally Left Blank]


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                                                                Second Amendment

            IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Amendment as of the date first above written.


                            FURNISHINGS INTERNATIONAL INC.


                            By:__________________________________________
                               Wayne B. Lyon
                               President and Chief Executive Officer


                            MASCO CORPORATION


                            By:__________________________________________
                               John R. Leekley
                               Senior Vice President


                            399 VENTURE PARTNERS, INC.


                            By:__________________________________________
                                David F. Thomas
                                President


                            _____________________________________________
                            Douglas C. Barnard, as Voting Trustee


[Signature Page to Second Amendment]


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