Exhibit 10 (x)

                                                                       Execution
                                                                            Copy


                                SECOND AMENDMENT

                                       TO

                      AMENDED AND RESTATED CREDIT AGREEMENT
                          (Revolving Credit Agreement)


     Second Amendment to Amended and Restated Credit Agreement (the "Amendment")
dated  as of  January 19,  1996 among  (i) PIONEER  FINANCIAL SERVICES,  INC., a
Delaware corporation  (the "Company"),  (ii)  AMERICAN NATIONAL  BANK AND  TRUST
COMPANY OF CHICAGO,  as administrative  agent (in such  capacity, the  "Agent"),
(iii) AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO ("ANB"), FIRSTAR  BANK
MILWAUKEE,  N.A. ("Firstar")  and  BANK ONE,  ROCKFORD,  NA ("Bank  One")  (ANB,
Firstar  and  Bank One  collectively referred  to  as the  "Existing  Banks" and
individually as an "Existing Bank") and  (iv) FLEET NATIONAL BANK OF CONNECTICUT
("Fleet") (the Existing Banks and Fleet collectively referred  to as the "Banks"
and individually as a "Bank").

                                 R E C I T A L S

     WHEREAS,  the Company,  the Agent  and the  Existing Banks  have heretofore
entered  into an  Amended and Restated  Credit Agreement  dated as  of March 22,
1995,  as amended  by that  certain Amendment  to Credit  Agreement dated  as of
August 30, 1995 (as so  amended, the "Revolving Credit Agreement"),  pursuant to
which, among other things, the Existing Banks agreed, upon the terms and subject
to the conditions set forth therein, to make Loans (as defined in  the Revolving
Credit Agreement) to the Company;

     WHEREAS,  Fleet desires to become a party to the Revolving Credit Agreement
and Bank  One desires  to increase  its Commitment  under  the Revolving  Credit
Agreement;

     WHEREAS, the  Company and the  Banks desire to amend  certain provisions of
the Revolving Credit Agreement to, among other things, affect the foregoing;

     NOW THEREFORE, in consideration  of the premises and the  mutual agreements
contained herein and for other good  and valuable consideration, the receipt and
sufficiency  of which  are  hereby acknowledged,  the  parties hereto  agree  as
follows:

     Section 1.     Definitions,  Ratification,  References.   Unless  otherwise
specifically  defined herein,  each  term used  herein that  is  defined in  the
Revolving  Credit Agreement shall have the meaning  assigned to such term in the
Revolving  Credit Agreement.  Except as  amended and supplemented hereby, all of
the terms  of the Revolving Credit  Agreement shall remain and  continue in full
force and effect and  are hereby confirmed in  all respects.  Each  reference to
"hereof", "hereunder",  "herein" and "hereby"  and each other  similar reference
and  each reference  to  "this  Agreement"  and  each  other  similar  reference
contained in the  Revolving Credit Agreement  shall from and  after the date  of
this  Amendment  refer to  the  Revolving Credit  Agreement  as amended  by this
Amendment.

     Section 2.     Amendments to Revolving Credit Agreement.  

     2.1  The  following definitions that appear  in Section 1  of the Revolving
Credit Agreement are amended in their entirety to read as follows:

          "`Aggregate Commitment' means the combined Commitments of the Banks in
     the amount  of twenty-seven million  dollars ($27,000,000), as  such amount
     may be reduced from time to time pursuant to this Agreement."

          "`Business Day' means  any day of the year on which  each Bank is open
     for business  in the city where such Bank's  main office is located and, in
     addition,  with respect to  Eurodollar Rate Loans,  any day of  the year on
     which  commercial banks are open  for business (including  dealings in U.S.
     dollar deposits) in London, England."

          "`Majority Banks'  means  at any  time  a group  of  Banks that  shall
     include ANB and shall hold at least 51% of  the Aggregate Commitment, or if
     the Commitments  have expired  or been  terminated, a  group of Banks  that
     shall include  ANB and  shall  hold at  least 51%  of the  sum  of (a)  the
     aggregate  principal amount of all  Loans then outstanding  and not repaid,
     (b) the  aggregate Stated  Amount  of all  LCs previously  issued and  then
     outstanding and (c) the aggregate amount of all Reimbursement Obligations."

          "`Stated Amount' shall mean, with respect to any LC and as of the date
     of determination, the maximum amount for which a draw or demand for payment
     may then be made thereunder, whether or not (i) the conditions for making a
     draw  or demand for payment under  such LC could then be  met and (ii) such
     maximum amount is defined in such LC as the "Stated Amount" thereof."

     2.2  The term "Banks", wherever  such term appears in the  Revolving Credit
Agreement, shall mean and refer to ANB, Firstar, Bank One and Fleet collectively
and the term "Bank" shall mean and refer to any one such Bank individually.

     2.3  Notwithstanding any  provision of the Revolving  Credit Agreement, the
parties  acknowledge and  agree  that from  and including  the  date hereof  the
Commitments and Commitment  Percentages of each Bank  are as set forth  opposite
such Bank's name below:

     Bank                Commitment                    Commitment Percentage

     ANB                 $9,000,000                    33.333333%
     Firstar             $3,000,000                    11.111111%
     Bank One            $9,000,000                    33.333333%
     Fleet               $6,000,000                    22.222222%
                         __________                    ___________
     Total               $27,000,000                   $100.000000%

The  parties  further acknowledge  and agree  that (i)  on  the date  hereof the
parties shall disburse  between and among  themselves such amounts  representing
principal  on  outstanding  Loans  under   the  Revolving  Credit  Agreement  in
accordance  with that certain Disbursement Memorandum dated the date hereof from
the Agent  to each of  the other  parties (the "Disbursement  Memorandum"), (ii)
interest and fees shall be paid by the Company to the Banks on the next Interest
Payment Date or the next fee payment date in accordance with  Section 4.2 of the
Revolving  Credit  Agreement,  which   payment  shall  take  into   account  the
reallocation of principal  of outstanding Loans as set forth in the Disbursement
Memorandum,  and  (iii) from  and  including  the  date  hereof the  rights  and
obligations of each  Bank shall be in  proportion to the Commitment  Percentages
set forth above.

     2.4  Section  4.4(a) of the Revolving Credit Agreement is amended by adding
the phrase  "or participating in any  LC" immediately after the  phrase "and the
result of any of the foregoing is to increase the cost to such Bank of making or
maintaining  any Loan", which phrase appears immediately after subsection (B) of
such Section 4.4(a).

     2.5  Section 4.4(b) of  the Revolving  Credit Agreement is  amended in  its
entirety to read as follows:

          "(b) If either (i) of  the introduction of or any change in  or in the
     interpretation of any  law or regulation or (ii) compliance  by a Bank with
     any new  guideline or request from  any central bank  or other governmental
     authority  affects  or  would affect  the  amount  of  capital required  or
     expected to be maintained by such  Bank or any corporation controlling such
     Bank  and the  amount of  such capital is  increased by  or based  upon the
     existence  of such  Bank's commitment to  make or  maintain any  Loan or to
     participate in any LC by such Bank  hereunder or in the case of the Issuing
     Bank, its  commitment to issue any LC hereunder, then, within 30 days after
     demand by such Bank, with a copy to the Agent (which demand shall set forth
     in reasonable  detail the basis of  such demand), the Company  shall pay to
     the  Agent for the  account of such  Bank, from time  to time as reasonably
     specified by such  Bank, additional amounts  sufficient to compensate  such
     Bank  in the  light of  such circumstances,  to the  extent that  such Bank
     reasonably  determines  such increase  in capital  to  be allocable  to the
     existence  of such  Bank's commitment to  make or  maintain any  Loan or to
     participate in any  LC hereunder or  in the case  of the Issuing Bank,  its
     commitment  to issue  any LC  hereunder, provided,  however, that  any such
     amount or  amounts payable by  the Company shall  not exceed the  increased
     amount of capital  required to be maintained by such  Bank and allocable to
     any such Loan or any such LC, as  the case may be, in direct proportion  to
     any such Loan or any such LC."

     2.6  A new  Section  4.6 is  added  to the  Revolving  Credit Agreement  as
follows:

          "SECTION 4.6   Illegality.  If, after the date hereof, the adoption of
     any applicable  law,  rule or  regulation, or  any change  therein, or  any
     change in the interpretation or  administration thereof by any governmental
     authority,   central   bank  or   comparable   agency   charged  with   the
     interpretation  or administration thereof, or compliance by a Bank with any
     request or directive (whether or  not having the force of law)  of any such
     authority, central bank  or comparable  agency, shall make  it unlawful  or
     impossible for a Bank to make, maintain or fund its  Eurodollar Rate Loans,
     and such  Bank shall so  notify the Agent,  the Agent shall  forthwith give
     notice  thereof to  the other Banks  and the Company,  whereupon until such
     Bank notifies the Company  and the Agent that the circumstances giving rise
     to such  suspension no longer  exist, the obligation  of such Bank  to make
     Eurodollar Rate  Loans  shall be  suspended.  If such  Bank shall determine
     that  it may  not  lawfully  continue  to  maintain and  fund  any  of  its
     outstanding  Eurodollar Rate Loans to maturity and shall so specify in such
     notice, the Company shall  immediately prepay in full the  then outstanding
     principal amount of each  such Eurodollar Rate Loan, together  with accrued
     interest thereon.   Concurrently with  prepaying each such  Eurodollar Rate
     Loan,  the Company  shall borrow  a Base  Rate Loan  or a  CD Rate  Loan as
     determined by the Company from such Bank in a principal amount equal to the
     principal  amount of  such affected  Eurodollar Rate  Loan for  an Interest
     Period coincident with the remaining term of the Interest Period applicable
     to such  affected Eurodollar Rate Loan and such Bank shall make such a Base
     Rate Loan or CD Rate Loan, as the case may be."

     2.7  Sections 10.1(a) and (b) of the Revolving Credit Agreement are amended
in their entirety to read as follows:

          "(a) increase or extend the  Commitment of any Bank (or  reinstate any
     Commitment  pursuant to Section 2.9), extend  the expiration date of any LC
     to a date that is more than one year after the Termination Date, or subject
     any Bank to any additional obligations;

          (b)  postpone  or delay any date  fixed for any  payment of principal,
     interest, fees or other amounts (including, without limitation, the payment
     of  any  Reimbursement Obligations)  due  to the  Banks  (or  any of  them)
     hereunder or under any other Related Document;"

     2.8  Sections  10.1(d)  and  (e)  of the  Revolving  Credit  Agreement  are
redesignated  as Sections  10.1(e)  and (f),  respectively,  and a  new  Section
10.1(d) is added as follows:

          "(d) release  any  amounts  paid  pursuant  to  Section  2.7  of  this
     Agreement, except as expressly permitted by the terms of this Agreement;"
<PAGE>
     2.9  Section  10.4(b) of the Revolving  Credit Agreement is  amended in its
entirety to read as follows:

          "(b) The reasonable costs  and expenses which  the Agent, the  Issuing
     Bank or any Bank incurs  in any manner or way with respect to the following
     shall be part of the Liabilities, payable by the Company within thirty (30)
     days  after demand  if at  any time  after the  date of this  Agreement the
     Agent,  the Issuing Bank  or any Bank,  as the case may  be: (i) reasonably
     employs counsel for  advice or  other representation (A)  to represent  the
     Agent,  the  Issuing  Bank or  such  Bank,  as  the  case may  be,  in  any
     litigation,  contest, dispute, suit or proceeding or to commence, defend or
     intervene or to take any other action in or with respect to any litigation,
     contest,  dispute, suit or proceeding (whether instituted by the Agent, the
     Issuing Bank, such  Bank, any other Bank, the Company  or any other Person)
     in any  way or respect relating to this Agreement or the Related Documents,
     (B)  to enforce any of the  Agent's, the Issuing Bank's  or such Bank's, as
     the case  may be, rights with  respect to the Company  under this Agreement
     and  the  Related Documents;  and/or (ii)  reasonably  seeks to  enforce or
     enforces any of the Agent's, the Issuing Bank's or such Bank's, as the case
     may be,  rights  and  remedies  with  respect to  the  Company  under  this
     Agreement and the Related Documents."

     2.10 Section  10.12(a) of  the  Revolving Credit  Agreement  is amended  by
adding the following sentence to the end of such Section 10.12(a):

     "In addition to the foregoing, any Bank may, without the written consent of
     the Company, assign  or pledge all or any portion of  such Bank's rights to
     payment under its  Note to a  Federal Reserve Bank,  provided that no  such
     assignment or pledge shall  release such Bank  from any of its  obligations
     under this Agreement."

     Section 3.     Effectiveness.  

     3.1  This Amendment  shall become effective as of  the date hereof upon the
execution and delivery  of this Amendment and the Agent's  having received (i) a
Promissory  Note substantially  in the  form of  Exhibit A  hereto appropriately
completed and executed in favor of Bank One, which Promissory  Note shall amend,
restate and  replace in its  entirety the existing  Promissory Note in  favor of
Bank One and  (ii) a  Promissory Note  substantially in  the form  of Exhibit  B
hereto appropriately completed and executed in favor of Fleet.

     3.2  As soon as administratively  possible after the date hereof,  Bank One
shall deliver  to the Agent,  and the  Agent shall deliver  to the  Company, the
existing Promissory Note in favor of Bank One, marked "Superseded."

     Section 4.     Representations and Warranties.  Each of the representations
and  warranties  made by  the  Company  in Section  6  of  the Revolving  Credit
Agreement  is true and  correct as of  the date  hereof with the  same effect as
though  made on the date hereof (except  to the extent that such representations
and  warranties expressly refer to an earlier date,  in which case they shall be
true and correct as of such earlier date).

     Section 5.     No  Default.  No Event of Default,  or event which, with the
giving  of notice  or  lapse of  time,  or both,  would constitute  an  Event of
Default, has occurred and is continuing.

     Section 6.     Governing  Law.   This Amendment  shall  be governed  by and
interpreted in accordance with the laws of the State of Illinois, without regard
to its conflicts of laws rules.

     Section 7.     Headings.    Section  headings   herein  are  included   for
convenience of reference only and shall  not constitute a part of this Amendment
for any other purpose.

     Section 8.     Execution in  Counterparts.  This Amendment  may be executed
in  any  number  of  counterparts  and  by  the different  parties  on  separate
<PAGE>
counterparts and  each such counterpart shall  be deemed to be  an original, but
all such counterparts shall together constitute only one agreement. 



     IN WITNESS WHEREOF, the Company and each Bank have caused this Amendment to
be executed and delivered as of day and year first above written.

THE COMPANY:                       PIONEER FINANCIAL SERVICES, INC.


                                   By:                                          
        
                                   Title:                                       
         


THE AGENT:                         AMERICAN NATIONAL BANK AND TRUST
                                     COMPANY OF CHICAGO


                                   By:                                          
        
                                        Vice President


THE BANKS:                         AMERICAN NATIONAL BANK AND TRUST
                                     COMPANY OF CHICAGO


                                   By:                                          
        
                                        Vice President

                                   FIRSTAR BANK MILWAUKEE, N.A.


                                   By:                                          
        
                                   Title:                                       
         

                                   BANK ONE, ROCKFORD, NA


                                   By:                                          
        
                                   Title:                                       
         

                                   FLEET NATIONAL BANK OF CONNECTICUT


                                   By:                                          
        
                                   Title: