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                                                                    EXHIBIT 10.2


                                 AMENDMENT NO. 1

                                       to

                       364-DAY REVOLVING CREDIT AGREEMENT

          THIS AMENDMENT NO. 1 TO THE 364-DAY REVOLVING CREDIT AGREEMENT (the
"Amendment") is made as of May 3, 2002 by and among THE TJX COMPANIES, INC. (the
"Borrower"), BANK ONE, NA, in its capacity as contractual representative (the
"Administrative Agent"), FLEET NATIONAL BANK and THE BANK OF NEW YORK, as
syndication agents (the "Syndication Agents") and THE BANK OF NOVA SCOTIA (the
"New Lender") under that certain 364-Day Revolving Credit Agreement dated as of
March 26, 2002 by and among the Borrower, the financial institutions party
thereto, the Administrative Agent, the Syndication Agents and BANK OF AMERICA,
N.A. and JPMORGAN CHASE BANK, as documentation agents (as amended, the "Credit
Agreement"). Defined terms used herein and not otherwise defined herein shall
have the meaning given to them in the Credit Agreement.

                                   WITNESSETH

          WHEREAS, the Borrower, the Administrative Agent and the Syndication
Agents are parties to the Credit Agreement; and

          WHEREAS, pursuant to SECTION 2.11(d) of the Credit Agreement, the
Borrower has requested that the Aggregate Commitment be increased from
$300,000,000 to $310,000,000;

          WHEREAS, the Borrower, the Administrative Agent, the Syndication
Agents and the New Lender have agreed to amend the Credit Agreement to increase
the Aggregate Commitment to $310,000,000, and in connection therewith the New
Lender has agreed to extend a new Commitment in the amount of $10,000,000, in
each case, on the terms and conditions set forth herein;

          NOW, THEREFORE, in consideration of the premises set forth above, the
terms and conditions contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto have agreed to the following amendment to the Credit Agreement:

          1.   AMENDMENT TO THE CREDIT AGREEMENT. Effective as of May 3, 2002
(the "Effective Date") and subject to the satisfaction of the conditions
precedent set forth in SECTION 2 below, the Credit Agreement is hereby amended
pursuant to SECTION 2.11(d) thereof to increase the Aggregate Commitment to
$310,000,000, and the Commitment of the New Lender shall be $10,000,000. From
and after the Effective Date, the New Lender shall be deemed to be a Lender for
all purposes under the Credit Agreement.

          2.   CONDITIONS OF EFFECTIVENESS. The effectiveness of this Amendment
is subject to the conditions precedent that the Administrative Agent shall have
received the following documents:

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     (a)  duly executed originals of this Amendment from each of the Borrower,
          the New Lender, the Administrative Agent and the Syndication Agents;
          and

     (b)  duly executed originals of a Reaffirmation in the form of EXHIBIT A
          attached hereto.

          3.   REPRESENTATIONS AND WARRANTIES OF THE BORROWER. The Borrower
hereby represents and warrants as follows:

     3.1. This Amendment and the Credit Agreement as previously executed and as
          amended hereby, constitute legal, valid and binding obligations of the
          Borrower and are enforceable against the Borrower in accordance with
          their terms (except as enforceability may be limited by bankruptcy,
          insolvency or similar laws affecting the enforcement of creditor's
          rights generally).

     3.2. Upon the effectiveness of this Amendment and after giving effect
          hereto, (i) the Borrower hereby reaffirms that all representations and
          warranties contained in Article V of the Credit Agreement are correct
          in all material respects, as though made on and as of the date hereof
          (other than the representation and warranty set forth in Section 5.5
          of the Credit Agreement, which shall only be made by the Borrower as
          of the date of the Credit Agreement), except to the extent any such
          representation or warranty is stated to relate solely to an earlier
          date, in which case such representation or warranty shall be true and
          correct on and as of such earlier date and (ii) no Default or
          Unmatured Default has occurred and is continuing.

          4.   REFERENCE TO THE EFFECT ON THE CREDIT AGREEMENT.

     4.1. Upon the effectiveness of SECTION 1 hereof, on and after the date
          hereof, each reference in the Credit Agreement or in any other Loan
          Document (including any reference therein to "this Credit Agreement,"
          "hereunder," "hereof," "herein" or words of like import referring
          thereto) shall mean and be a reference to the Credit Agreement as
          amended hereby.

     4.2. Except as specifically amended above, the Credit Agreement and all
          other documents, instruments and agreements executed and/or delivered
          in connection therewith, shall remain in full force and effect, and
          are hereby ratified and confirmed.

     4.3. The execution, delivery and effectiveness of this Amendment shall not
          operate as a waiver of any right, power or remedy of the
          Administrative Agent or the Lenders, nor constitute a waiver of any
          provision of the Credit Agreement or any other documents, instruments
          and agreements executed and/or delivered in connection therewith.

          5.   GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE INTERNAL LAWS (INCLUDING 735 ILCS 105/5-1 ET SEQ., BUT
OTHERWISE WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS) OF THE STATE OF
ILLINOIS.


                                       2
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          6.   HEADINGS. Section headings in this Amendment are included herein
for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose.

          7.   COUNTERPARTS. This Amendment may be executed by one or more of
the parties to the Amendment on any number of separate counterparts and all of
said counterparts taken together shall be deemed to constitute one and the same
instrument.


                                       3
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          IN WITNESS WHEREOF, this Amendment has been duly executed as of the
day and year first above written.



                                   THE TJX COMPANIES, INC., as the Borrower


                                   By: /s/ Mary B. Reynolds
                                       -----------------------------------------
                                   Name: Mary B. Reynolds
                                   Title: Vice President - Finance and Treasurer



                                   BANK ONE, NA (Main Office Chicago), as
                                   Administrative Agent


                                   By: /s/ Vincent R. Henchek
                                       -----------------------------------------
                                   Name: Vincent R. Henchek
                                   Title: Director



                                   THE BANK OF NEW YORK, as a Syndication Agent


                                   By: /s/ Charlottee Sohn Fuiks
                                       -----------------------------------------
                                   Name: Charlottee Sohn Fuiks
                                   Title: Vice President



                                   FLEET NATIONAL BANK, as a Syndication Agent


                                   By: /s/ Linda Alto
                                       -----------------------------------------
                                   Name: Linda Alto
                                   Title: Director



                                   THE BANK OF NOVA SCOTIA


                                   By: /s/ M. R. Bradley
                                       -----------------------------------------
                                   Name: M. R. Bradley
                                   Title: Authorized Signatory
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                                                                       EXHIBIT A

                                  REAFFIRMATION

          Each of the undersigned hereby acknowledges receipt of a copy of the
foregoing Amendment No. 1 to the 364-Day Revolving Credit Agreement dated as of
March 26, 2002 by and among The TJX Companies, Inc. (the "Borrower"), the
financial institutions from time to time party thereto (the "Lenders"), Bank
One, NA, in its individual capacity as a Lender and in its capacity as
contractual representative (the "Administrative Agent"), FLEET NATIONAL BANK and
THE BANK OF NEW YORK, as syndication agents (the "Syndication Agents"), and BANK
OF AMERICA, N.A. and JPMORGAN CHASE BANK, as documentation agents (as the same
may be amended, restated, supplemented or otherwise modified from time to time,
the "Credit Agreement"), which Amendment No. 1 is dated as of May 3, 2002 (the
"Amendment"). Capitalized terms used in this Reaffirmation and not defined
herein shall have the meanings given to them in the Credit Agreement. Without in
any way establishing a course of dealing by the Administrative Agent, the
Syndication Agents or any Lender, each of the undersigned reaffirms the terms
and conditions of the Facility Guaranty and any other Loan Document executed by
it and acknowledges and agrees that such agreement and each and every such Loan
Document executed by the undersigned in connection with the Credit Agreement
remains in full force and effect and is hereby reaffirmed, ratified and
confirmed. All references to the Credit Agreement contained in the
above-referenced documents shall be a reference to the Credit Agreement as so
modified by the Amendment and as the same may from time to time hereafter be
amended, modified or restated.


Dated:  May 3, 2002


T.J. MAXX OF CA, LLC                    MARSHALLS OF CA, LLC
T.J. MAXX OF IL, LLC                    MARSHALLS OF IL, LLC
MARMAXX OPERATING CORP.                 NBC TRUST
MARSHALLS OF MA, INC.
NBC OPERATING, LLC
MARSHALLS OF RICHFIELD, MN, INC.        By: /s/ Mary B. Reynolds
NEWTON BUYING COMPANY OF CA, INC.           ---------------------------------
                                        Name: Mary B. Reynolds
                                        Title: Vice President and Treasurer


By: /s/ Mary B. Reynolds
    ---------------------------------
Name: Mary B. Reynolds                  NBC FOURTH REALTY CORP.
Title: Treasurer                        MARSHALL'S OF NEVADA, INC.


                                        By: /s/ Mary B. Reynolds
                                            ----------------------------------
                                        Name: Mary B. Reynolds
                                        Title: Vice President, Treasurer and
                                               Secretary