AMENDMENT NO. 2
                       Dated as of April 7, 1997
                                to
                RESTATED AND AMENDED CREDIT AGREEMENT
                     Dated as of May 27, 1996



     This Amendment No. 2 ("Amendment") dated as of April 7, 1997
is entered into between RHI Holdings, Inc., a Delaware corporation
("RHI") and Citicorp North America, Inc., as the sole "Senior
Lender" (as defined in the Credit Agreement identified below) of
RHI. Capitalized terms used herein without definition are used
herein as defined in the Credit Agreement.

                    PRELIMINARY STATEMENT:

     RHI, Citicorp North America, Inc., as Senior Lender, and the
Administrative Agent are parties to that certain Restated and
Amended Credit Agreement dated as of May 27, 1996, as amended (the
"Credit Agreement").

     RHI has requested an amendment to the Credit Agreement to
extend the Commitment Period beyond May 26, 1998.

     Subject to the terms and conditions stated herein, RHI and the
sole Senior Lender of RHI have agreed to amend the Credit Agreement
as set forth in Section 1.

     SECTION 1.  Amendment to the Credit Agreement.  Effective as
of April 7, 1997, subject to the satisfaction of the conditions
precedent set forth in Section 3 hereof, the Credit Agreement is
hereby amended to delete the definition of "Commitment Period" in
ite entirety and substitute the follwoing therefor:

     "Commitment Period" shall mean the period during which the
Senior Lenders have committed hereunder to make, subject to the
terms and conditions contained herein, Loans and other extensions
of credit provided for herein to the Borrower, which period shall
commence on the Closing Date and end on August 12, 1998.

     SECTION 2.  Condition Precedent to Effectiveness of this
Amendment.  This Amendment shall become effective as of April 7,
1997 if, and only if, the Administrative Agent shall have received
on or before April 7, 1997, an original copy of this Amendment
executed by RHI and the sole Senior Lender.

     SECTION 3.  Representations and Warranties.  RHI  hereby
represents and warrants as follows:

     3.1  This Amendment and the Credit Agreement as previously
executed and amended and as amended hereby constitute legal, valid
and binding obligations of RHI and are enforceable against RHI in
accordance with their terms.

     3.2  No Event of Default or Potential Event of Default exists
or would result from any of the transactions contemplated by this
Amendment.

     3.3  Upon the effectiveness of this Amendment, RHI hereby
reaffirms all covenants, representations and warranties made by it
in the Credit Agreement to the extent the same are not amended
hereby and agrees that all such covenants, representations and
warranties shall be deemed to have been remade as of the date this
Amendment becomes effective (unless a representation and warranty
is stated to be given on and as of a specific date, in which case
such representation and warranty shall be true, correct and
complete as of such date).

     SECTION 4.  Reference to and Effect on the Credit Agreement. 

     4.1  Upon the effectiveness of this Amendment, each reference
in the Credit Agreement to "this Agreement", "hereunder", "hereof",
"herein" or words of like import shall mean and be a reference to
the Credit Agreement, as amended hereby, and each reference to the
Credit Agreement in any other document, instrument or agreement
executed and/or delivered in connection with the Credit Agreement
shall mean and be a reference to the Credit Agreement as amended
hereby.

     4.2  Except as specifically amended above or in the note
modification agreement referenced in Section 3 above, the Credit
Agreement, the Notes and all other Loan Documents 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 any Senior Lender or Agent or the Administrative Agent
under the Credit Agreement, the Notes or any of the other Loan
Documents, nor constitute a waiver of any provision contained
therein, except as specifically set forth herein.

     SECTION 5.  Execution in Counterparts.  This Amendment may be
executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed and
delivered shall be deemed to be an original and all of which taken
together shall constitute but one and the same instrument. Delivery
of an executed counterpart of this Amendment by telecopier shall be
effective as delivery of a manually executed counterpart of this
Amendment.

     SECTION 6.  Governing Law.  This Amendment shall be governed
by and construed in accordance with the laws of the State of New
York.

     SECTION 7.  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.

     IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers thereunto
duly authorized as of the date first above written.


RHI HOLDINGS, INC.                  CITICORP NORTH AMERICA, INC.
By:  Karen L. Schneckenburger       By:  Timothy L. Freeman
     Treasurer                           Vice President