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                                                                   EXHIBIT 10.6


                          PLATINUM ENTERTAINMENT, INC.
                      SECOND AMENDMENT TO CREDIT AGREEMENT


Harris Trust and Savings Bank
Bank of Montreal


Ladies and Gentlemen:

     The undersigned, Platinum Entertainment, Inc., a Delaware corporation 
(the "COMPANY") refers to the Credit Agreement dated as of December 12, 1997, 
currently in effect between the Company and each Lender party thereto as 
heretofore amended (as so amended, the "CREDIT AGREEMENT").  All capitalized 
terms used herein without definition shall have the same meanings herein as 
such terms have in the Credit Agreement.

     The Company and the Lenders wish to amend the Credit Agreement, all on 
the terms and conditions set forth in this agreement (herein, the 
"AMENDMENT").

1.   AMENDMENTS.

     Effective upon the acceptance hereof by the Agent and each Lender 
currently party to the Credit Agreement in the space provided for that 
purpose below, the Credit Agreement shall be amended (effective as of March 
31, 1998) as set forth below:

          1.1  Sectin 8.9 shall be and hereby is amended and restated in its 
entirety (effective as of March 31, 1998) to read as follows:

               SECTION 8.9  CONSOLIDATED NET WORTH.  The Company will,
          as of the close of each calendar quarter, maintain Consolidated
          Net Worth of not less than the Minimum Required Amount. For
          purposes thereof, the term "MINIMUM REQUIRED AMOUNT" shall
          mean (a) $12,000,000 through March 31, 1998, and (b) shall
          increase (but never decrease) as of each monthly accounting
          period of the Company ending on or about April 30, 1998
          and as of the last day of each month occurring thereafter,
          in each case by an amount equal to 50% of Net Income
          (if positive) for the month then ended.

          1.2  Section 8.11 shall be and hereby is deleted and the phrase 
"[Intentionally omitted]" is substituted therefor.

          1.3  Section 8.13 is hereby amended by striking the phrase "CURRENT 
MATURITIES AS OF THE CLOSE OF SUCH FISCAL QUARTER BUT EXCLUDING, HOWEVER, TO 
THE EXTENT OTHERWISE

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INCLUDED, THE FINAL INSTALLMENT ON THE TERM NOTES" and substituting therefor 
the phrase "DEBT SERVICE DURING THE SAME SUCH FISCAL QUARTER."

2.   WAIVER.

     The May 13, 1998 Compliance Certificate which the Company furnished to 
the Agent reflects that the Company was not in compliance with Section 8.9 of 
the Credit Agreement as of March 31 of this year.  Such Section 8.9 requires, 
among other things, that the Company maintain a certain minimum Consolidated 
Net Worth.  The Company has requested that the Lenders waive the Company's 
noncompliance with such Sectiion as of that date.

     Accordingly, effective upon the acceptance hereof by the Agent and each 
Lender currently party to the Credit Agreement in the space provided for that 
purpose below, the Lenders hereby waive the Company's noncompliance with 
Section 8.9 of the Credit Agreement as of March 31, 1998 to the extent and 
only to the extent that the Company is in compliance with such Section after 
giving effect to this Amendment, and hereby agree that such noncompliance 
shall not constitute a Default or Event of Default.  The Lenders are not with 
this Amendment waiving the Company's compliance with such Section as modified 
by this Amendment.

3.   MISCELLANEOUS.

     (a)  Except as specifically amended or waived hereby, all of the terms, 
conditions and provisions of the Credit Agreement shall stand and remain 
unchanged and in full force and effect.  No reference to this Amendment need 
be made in any instrument or document at any time referring to the Credit 
Agreement, a reference to the Credit Agreement in any of such items to be 
deemed to be a reference to the Credit Agreement as amended hereby.

     (b)  The Company agrees to pay on demand all reasonable out-of-pocket 
costs and expenses of the Agent (including the fees and expenses of counsel 
for the Agent) incurred in connection with the negotiation, preparation, 
execution and/or delivery of this Amendment.  This Amendment may be executed 
in counterparts and by separate parties hereto on separate counterparts, each 
to constitute an original but all to constitute but one and the same 
instrument.  This Amendment shall be governed by, and construed in accordance 
with, the internal laws of the State of Illinois.

                          [SIGNATURE PAGES TO FOLLOW]
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Dated this 20th day of May, 1998.


                                    PLATINUM ENTERTAINMENT, INC.

                                    By /s/ Douglas C. Laux
                                       ---------------------------------------
                                       Its Chief Financial Officer


Accepted and agreed to as of the date and year last above written.

                                    HARRIS TRUST AND SAVINGS BANK,
                                      individually and as Administrative Agent
                                      and as Syndication Agent

                                    By /s/ William Kane
                                       ---------------------------------------
                                       Its Vice President