Exhibit 10 (w)

                                                                       Execution
                                                                            Copy


                          AMENDMENT TO CREDIT AGREEMENT
                         (Term Loan A Credit Agreement)


     Amendment to Credit Agreement (the "Amendment") dated as of August 30, 1995
among  (i)  PIONEER  FINANCIAL  SERVICES,  INC.,  a  Delaware  corporation  (the
"Company"),  and  (ii)  AMERICAN NATIONAL  BANK  AND  TRUST  COMPANY OF  CHICAGO
("ANB"),  FIRSTAR  BANK  MILWAUKEE,  N.A.  ("Firstar"),  LASALLE  NATIONAL  BANK
("LaSalle") and BANK ONE, ROCKFORD, NA  ("Bank One") (ANB, Firstar, LaSalle  and
Bank One collectively referred to as the "Banks" and individually as a "Bank").

                                 R E C I T A L S

     WHEREAS, the Company,  ANB, Firstar  and Bank One  have heretofore  entered
into  a Credit Agreement  dated as of  March 22,  1995 (the "Term  Loan A Credit
Agreement"), pursuant  to which, among other  things, ANB, Firstar and  Bank One
agreed,  upon the terms and subject to the conditions set forth therein, to make
Loans (as defined in the Term Loan A Credit Agreement) to the Company;

     WHEREAS, immediately prior to the execution and delivery of this Amendment,
ANB  and  LaSalle  have entered  into  that  certain  Assignment and  Assumption
Agreement dated as of  the date hereof (the "Assignment Agreement")  pursuant to
which, among other things, ANB has sold and assigned to LaSalle, and LaSalle has
purchased and assumed from ANB, an interest in the Loan (as such term is defined
in the  Term Loan A Credit  Agreement) made by ANB  to the Company  in an amount
equal to $3,714,285.71 and a corresponding portion of all rights and obligations
of ANB under the Term Loan A Credit Agreement;

     WHEREAS, pursuant to the  Assignment Agreement, LaSalle has become  a party
to the Term Loan A Credit Agreement and, to the extent of the  interest assigned
pursuant to  the Assignment Agreement, has  all the rights and  obligations of a
Bank under the Term Loan A Credit  Agreement as if it were an original signatory
thereto;

     WHEREAS,  contemporaneously  with  the   execution  and  delivery  of  this
Amendment,  the Company  and the  Banks have  entered  into that  certain Credit
Agreement dated as of the  date hereof (the "Term B Credit  Agreement") pursuant
to which,  among other things, the  Banks agreed, upon the terms  and subject to
the conditions set  forth therein, to make additional term  loans to the Company
in an aggregate principal amount of $11,100,000;

     WHEREAS, the Company  and the Banks desire  to amend certain  provisions of
the Term Loan A Credit Agreement;

     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 Term
Loan A Credit Agreement shall have the meaning assigned to such term in the Term
Loan A Credit Agreement.  Except as amended and supplemented hereby, all  of the
terms  of the Term  Loan A 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  Term Loan A Credit Agreement shall from  and after the date of
this Amendment refer  to the Term  Loan A  Credit Agreement as  amended by  this
Amendment.

     Section 2.     Amendments to the Term Loan A Credit Agreement.  

     2.1  The following definitions that appears in Section 1 of the Term Loan A
Credit Agreement are amended in their entirety to read as follows:

          "`Authorized Officer'  means  the Chairman,  the  President,  any
     Executive  Vice President,  the Treasurer, any  Vice President  or any
     other  officer  of  the  Company  that  are  designated  as authorized
     officers pursuant to  a resolution  of the Board  of Directors or  the
     Executive Committee of  the Board  of Directors of  the Company  (each
     Bank shall be  entitled to  rely on such resolution  until revoked  or
     amended in writing by the Company).

          "Available Cash Flow" means, with respect to the Company, for any
     period, the net  income of all Subsidiaries of the  Company other than
     Insurance  Subsidiaries for  such period,  and shall  include, without
     limitation,  the net  income  of Network  Air  Medical Systems,  Inc.,
     Association  Management  Corporation,  Design  Benefit   Plans,  Inc.,
     Administrators Service Corporation, and National Health Services, Inc.
     for such period.

          "Commitment  Percentage" means,  as to  any Bank,  the percentage
     equivalent at the  time of determination of  the outstanding principal
     amount  of  such  Bank's  Loan divided  by  the  aggregate outstanding
     principal amount of all Loans."

          "Indebtedness"   means,  as  of   any  date,   all  indebtedness,
     obligations or other liabilities  of the Company and  its Subsidiaries
     as  of such  date (i)  for  borrowed money,  (ii) evidenced  by bonds,
     debentures,  notes or other similar instruments for borrowed money, or
     (iii) pursuant to  any guarantee of  any indebtedness, obligations  or
     other liabilities of any other Person of the type described in clauses
     (i)  or (ii); provided,   however, that  (a) the amounts  set forth in
     clauses  (i), (ii)  and (iii) shall  not be  double counted  and shall
     relate  only to amounts actually  owed or otherwise  outstanding as of
     such  date  and  (b)  Indebtedness  shall  not  include  indebtedness,
     obligations or other liabilities  of the Company to any  Subsidiary or
     indebtedness, obligations  or other  liabilities of any  Subsidiary to
     the Company or another Subsidiary.

          "Majority Banks"  means at any time a group of Banks then holding
     at least  51% of  the then  aggregate unpaid  principal amount of  the
     Notes."

          "Net Worth" means,  with respect to  the Company, as at  the time
     any  determination  thereof is  made,  the  consolidated shareholders'
     equity, including common stock,  additional paid-in capital,  retained
     earnings, and  net  unrealized gains  and  losses, but  excluding  any
     increase  or decrease in the  Company's "available for sale investment
     portfolio"  (as calculated  in accordance  with GAAP)  since June  30,
     1995.

          "Permitted  Liens"  means (i)  purchase money  security interests
     hereinafter incurred in  connection with the acquisition  of assets or
     property; (ii) Liens for taxes, assessments or governmental charges or
     levies on property of the Company if the same shall not at the time be
     delinquent or thereafter  can be  paid without penalty,  or are  being
     contested in good faith and by appropriate proceedings and as to which
     the Company  shall have set  aside on its  books such reserves  as are
     required by GAAP with respect to any  such taxes, assessments or other
     governmental charges;  (iii) Liens imposed by law,  such as carriers',
     warehousemen's  and mechanics'  liens and  other similar  liens, which
     arise in  the ordinary course  of business with respect to obligations
     not   yet  due  or  being  contested  in  good  faith  by  appropriate
     proceedings and  as to which the  Company shall have set  aside on its
     books such reserves as are  required by GAAP with respect to  any such
     Liens; (iv) Liens arising  out of pledges or deposits  under insurance
     laws,  worker's compensation  laws,  unemployment  insurance, old  age
     pensions,  or other Social Security or retirement benefits, or similar
     legislation; (v) Liens  consisting of mortgages, deeds of trust, liens
     or  security interests  on any  interest of  the Company  as sublessor
     under  any sublease of property which solely secure obligations of the
     Company  as the  lessee of  such property  and extensions  or renewals
     thereof; and (vi)  Liens consisting  of mortgages, deeds  of trust  or
     similar  encumbrances  that  may be  incurred  by  the  Company or  an
     Insurance Subsidiary of the  Company in connection with  the Company's
     or such Insurance Subsidiary's purchase or refinancing of the building
     and  property  located  at   1750  Golf  Road,  Schaumburg,  Illinois;
     provided, however, that promptly after the creation of any Lien of the
     type referred to in this subsection (vi), the Company shall provide to
     the Banks written notice of the  creation of such Lien, describing the
     amount of the obligation secured thereby and the properties and assets
     subject to such Lien.

          "Unrestricted Subsidiary Indebtedness" means, as of any date, for
     any  Unrestricted Subsidiary, all  indebtedness, obligations  or other
     liabilities of such Unrestricted Subsidiary and its Subsidiaries as of
     such   date  (i)  for    borrowed  money,  (ii)  evidenced  by  bonds,
     debentures, notes or other similar  instruments for borrowed money, or
     (iii)  pursuant to any  guarantee of any  indebtedness, obligations or
     other liabilities of any other Person of the type described in clauses
     (i) or (ii); provided, however, that  the amounts set forth in clauses
     (i), (ii)  and (iii) shall not be double counted and shall relate only
     to amounts actually owed or otherwise outstanding as of such date."

     2.2  The following  definition is added  to Section  1 of the  Term Loan  A
Credit Agreement:

          "`Term  Loan  B  Credit  Agreement'  means  that  certain  Credit
     Agreement  dated as  of August 30,  1995 between  the Company  and the
     Banks,  as the same may be amended, supplemented or otherwise modified
     from time to time."

     2.3  Section 4.4  of the  Term Loan  A Credit Agreement  is amended  in its
entirety to read as follows:

          "SECTION 4.4   Computation  of  Interest.   All  computations  of
     interest in respect of the Base Rate,  LIBOR and the CD Rate shall  be
     made on the basis of a  year of 365 or 366  days, as the case may  be,
     and actual days  elapsed.   Interest shall accrue  during each  period
     during which interest  is computed  from and including  the first  day
     thereof to but excluding the last day thereof."

     2.4  Section 7.7 of the Term Loan A Credit Agreement is amended by deleting
the  term  "$65,000,000" that  appears  in such  Section and  inserting  in lieu
thereof the term "$112,000,000".

     2.5  Section 7.9 of the Term Loan A Credit Agreement is amended by deleting
the phrase "pursuant to Section 7.16" that appears in such Section.

     2.6  Section  9.1(a) of the Term Loan A  Credit Agreement is amended in its
entirety to read as follows:

          "(a) Nonpayment of the Loans.  Default in the payment when due of
     the principal of or  interest on the Loans, or the payment when due or
     any fees or  any other amounts  payable by  the Company hereunder  and
     continuance  of  such default  for five  (5)  Business Days  after the
     applicable  due  date,  or default  in  the payment  when  due  of the
     principal of or interest on  any loan made under the  Revolving Credit
     Agreement or the Term Loan B Credit Agreement, or the payment when due
     of any  fees or  any other  amounts payable by  the Company  under the
     Revolving  Credit Agreement or the  Term Loan B  Credit Agreement, and
     continuance  of such default beyond the applicable grace period as set
     forth  in the  Revolving Credit  Agreement or the  Term Loan  B Credit
     Agreement, as the case may be."

     2.7  The  parties acknowledge the assignment and assumption of a portion of
an interest in  the Loan  (as such term  is defined  in the Term  Loan A  Credit
Agreement) made by ANB  to the Company and a corresponding portion of all rights
and  obligations of  ANB  under the  Term  Loan A  Credit  Agreement to  LaSalle
pursuant  to  the Assignment  Agreement  and  acknowledge that  the  outstanding
principal amount  of each Loan and  each Bank's Commitment Percentage  is as set
forth opposite such Bank's name below:

                             Outstanding Principal
          Bank           Amount of Such Bank's Loan    Commitment Percentage

          ANB                 $4,642,857.14            33.333333%
          Firstar             $3,714,285.71            26.666667%
          LaSalle             $3,714,285.71            26.666667%
          Bank One            $1,857,142.85            13.333333%

     Section 3.     Effectiveness.  This Amendment  shall become effective as of
the date hereof upon the execution and delivery of this Amendment.

     Section 4.     Representations and Warranties.  Each of the representations
and  warranties made  by the  Company in  Section 6  of the  Term Loan  A 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
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 BANKS:                         AMERICAN NATIONAL BANK AND TRUST
                                     COMPANY OF CHICAGO


                                   By:                                          
        
                                        Vice President

                                   FIRSTAR BANK MILWAUKEE, N.A.


                                   By:                                          
        
                                   Title:                                       
         

                                   LASALLE NATIONAL BANK


                                   By:                                          
        
                                   Title:                                       
         

                                   BANK ONE, ROCKFORD, NA


                                   By:                                          
        
                                   Title: