Exhibit 10 (v)

                                                                       Execution
                                                                            Copy


                          AMENDMENT TO CREDIT AGREEMENT
                          (Revolving Credit Agreement)


     Amendment to Amended and Restated Credit  Agreement (the "Amendment") dated
as of  August 30, 1995  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")  and (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 "Banks" and individually as
a "Bank").

                                 R E C I T A L S

     WHEREAS, the Company, the Agent and  the Banks have heretofore entered into
an  Amended  and Restated  Credit  Agreement dated  as  of March  22,  1995 (the
"Revolving  Credit Agreement"), pursuant to which, among other things, the 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,  contemporaneously  with  the   execution  and  delivery  of  this
Amendment, the  Company, the Banks  and LaSalle National Bank  have entered into
that certain  Credit Agreement dated  as of  the date hereof  (the "Term Loan  B
Credit Agreement")  pursuant to which, among other things, the Banks and LaSalle
National Bank agreed,  upon the terms  and subject to  the conditions set  forth
therein, to  make 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 Revolving 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
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 definition of "Term Loan Credit Agreement" that appears in Section
1 of the Revolving Credit Agreement is deleted and the following definitions are
added to Section 1 of the Revolving Credit Agreement:

          "`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).

          "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.

          "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 Agent 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.

          "Term  Loan  A  Credit   Agreement"  means  that  certain  Credit
     Agreement dated  as of March 22,  1995 between the Company,  the Banks
     and LaSalle National Bank, as the same may be amended, supplemented or
     otherwise modified from time to time.

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

          "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  Section 4.3(a) of  the Revolving  Credit Agreement is  amended in  its
entirety to read as follows:

          "(a) All  computations of interest  in respect of  the Base Rate,
     LIBOR and  the CD Rate and  all computations of letter  of credit fees
     pursuant to Section 4.2(c) shall be made on the basis of a year of 365
     or 366 days, as the  case may be, and actual days elapsed.   All other
     computations of fees under this  Agreement shall be made on  the basis
     of a  360-day year and actual  days elapsed.  Interest  and fees shall
     accrue  during  each period  during which  interest  or such  fees are
     computed from and including the first day thereof to but excluding the
     last day thereof."

     2.3  Section 7.7 of the  Revolving 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".

     2.4  Section 7.9 of the  Revolving Credit Agreement is amended  by deleting
the phrase "pursuant to Section 7.16" that appears in such Section.

     2.5  Section 9.1(a) of  the Revolving  Credit Agreement is  amended in  its
entirety to read as follows:

          "(a) Nonpayment  of any Loan.  Default in the payment when due of
     the principal of or  interest on any Loan, 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 Term Loan A 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 Term
     Loan  A Credit  Agreement or  the Term  Loan B  Credit Agreement,  and
     continuance  of such default beyond the applicable grace period as set
     forth in the  Term Loan A Credit Agreement  or the Term Loan  B Credit
     Agreement, as the case may be."

     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 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
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: