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                                                                    Exhibit 10.1


                       AMENDMENT NO. 1 TO CREDIT AGREEMENT

         THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of December 20, 1999
("THIS AMENDMENT"), among:

                  (i) ANTHONY & SYLVAN POOLS CORPORATION, an Ohio corporation
         (herein, together with its successors and assigns, the "BORROWER");

                  (ii) the financial institutions listed on the signature pages
         hereof (the "LENDERS"); and

                  (iii) NATIONAL CITY BANK, a national banking association, as a
         Lender, the Letter of Credit Issuer, the Collateral Agent and the
         Administrative Agent:

         PRELIMINARY STATEMENTS:

         (1) The Borrower, the Lenders named therein, the Letter of Credit
Issuer, the Collateral Agent and the Administrative Agent entered into the
Credit Agreement, dated as of July 8, 1999 (the "CREDIT AGREEMENT"; with the
terms defined therein, or the definitions of which are incorporated therein,
being used herein as so defined).

         (2) The parties hereto desire to modify certain of the provisions of
the Credit Agreement, all as more fully set forth below.

         NOW, THEREFORE, the parties hereby agree as follows:

         1. AMENDMENTS, ETC. 1.1. PERMITTED GUARANTEES. Section 9.5(e) of the
Credit Agreement is amended by add ing a clause thereto with respect to certain
guarantees, with the result that section 9.5(e) of the Credit Agreement, as so
amended, reads in its entirety as follows:

                  (e) loans and advances to employees for business-related
         travel expenses, moving expenses, costs of replacement homes, business
         machines or supplies, automobiles and other similar expenses, in each
         case incurred in the ordinary course of business, shall be permitted;
         and guarantees by the Borrower of loans incurred by employees of the
         Borrower, in an aggregate principal amount not in excess of $3,000,000,
         to finance the acquisition by such employees of shares of common stock
         of the Borrower, shall also be permitted;

         1.2. LIMITATION ON AVAILABILITY. A new sentence is added at the end of
section 2.1 of the Credit Agreement, reading in its entirety as follows:

         Notwithstanding anything to the contrary contained in this Agreement,
         the Borrower will not at any time permit the Unutilized Total
         Commitment to be less than the aggregate amount of the guarantees, if
         any, outstanding at such time under section 9.5(e).

         1.3. PERMITTED STOCK REPURCHASES. A new clause (d) is added to section
9.6 of the Credit Agreement, with the result that section 9.6 of the Credit
Agreement reads in its entirety as follows:

                  9.6. DIVIDENDS AND OTHER RESTRICTED PAYMENTS. The Borrower
         will not, and will not permit any of its Subsidiaries to, declare or
         make, or agree to pay or make, directly or indirectly, any Restricted
         Payment, EXCEPT:


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                           (a) the Borrower may declare and pay or make
                  dividends or other distributions with respect to any class of
                  its capital stock which are payable solely in additional
                  shares of its common stock (or warrants, options or other
                  rights to acquire additional shares of its common stock);

                           (b) any Subsidiary of the Borrower may declare and
                  pay or make dividends or distributions ratably with respect to
                  its capital stock;

                           (c) the Borrower may make Restricted Payments
                  pursuant to and in accordance with its existing stock option,
                  stock purchase and other benefit plans of general application
                  to management or other employees of the Borrower and its
                  Subsidiaries; and

                           (d) the Borrower may repurchase shares of its common
                  stock, PROVIDED (i) no Event of Default is in existence at the
                  time of any such repurchase, or would result therefrom, (ii)
                  the cumulative aggregate consideration paid by the Borrower
                  for all such repurchases during the period from June 30, 1999
                  through December 31, 1999 does not exceed $7,200,000, and
                  (iii) the cumulative aggregate consideration paid by the
                  Borrower for all such repurchases after December 31, 1999 does
                  not exceed $2,000,000.

         2. REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants
to the Lenders and the Administrative Agent as follows:

                  (a) AUTHORIZATION, VALIDITY AND BINDING EFFECT. This Amendment
         has been duly authorized by all necessary corporate action on the part
         of the Borrower, has been duly executed and delivered by a duly
         authorized officer or officers of the Borrower, and constitutes the
         valid and binding agreement of the Borrower, enforceable against the
         Borrower in accordance with its terms.

                  (b) REPRESENTATIONS AND WARRANTIES TRUE AND CORRECT. The
         representations and warranties of the Borrower contained in the Credit
         Agreement, as amended hereby, are true and correct on and as of the
         date hereof as though made on and as of the date hereof, except to the
         extent that such representations and warranties expressly relate to a
         specified date, in which case such representations and warranties are
         hereby reaffirmed as true and correct when made.

                  (c) NO EVENT OF DEFAULT, ETC. No condition or event has
         occurred or exists which constitutes or which, after notice or lapse of
         time or both, would constitute an Event of Default.

                  (d) COMPLIANCE. The Borrower is in full compliance with all
         covenants and agreements contained in the Credit Agreement, as amended
         hereby.

         3. EFFECTIVENESS. This Amendment shall become effective on and as of
the date (the "EFFECTIVE DATE"), on or before December 24, 1999, if the
following conditions are satisfied:

                  (a) this Amendment shall have been executed by the Borrower
         and the Administrative Agent, and counterparts hereof as so executed
         shall have been delivered to the Administrative Agent; and

                  (b) the Administrative Agent shall have been notified by the
         Required Lenders that such Lenders have executed this Amendment (which
         notification may be by facsimile or other written confirmation of such
         execution).



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The Administrative Agent shall notify the Borrower and each Lender in writing of
the effectiveness hereof and shall deliver copies of this Amendment to the
parties hereto.

         4. RATIFICATIONS. The terms and provisions set forth in this Amendment
shall modify and supersede all inconsistent terms and provisions set forth in
the Credit Agreement, and except as expressly modified and superseded by this
Amendment, the terms and provisions of the Credit Agreement are ratified and
confirmed and shall continue in full force and effect.

         5. MISCELLANEOUS. 5.1. SUCCESSORS AND ASSIGNS. This Amendment shall be
binding upon and inure to the benefit of the Borrower, each Lender and the
Administrative Agent and their respective permitted successors and assigns.

         5.2. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations
and warranties made in this Amendment shall survive the execution and delivery
of this Amendment, and no investigation by the Administrative Agent or any
Lender or any subsequent Loan or issuance of a Letter of Credit shall affect the
representations and warranties or the right of the Administrative Agent or any
Lender to rely upon them.

         5.3. REFERENCE TO CREDIT AGREEMENT. The Credit Agreement and any and
all other agreements, instruments or documentation now or hereafter executed and
delivered pursuant to the terms of the Credit Agreement as amended hereby, are
hereby amended so that any reference therein to the Credit Agreement shall mean
a reference to the Credit Agreement as amended hereby.

         5.4. EXPENSES. As provided in the Credit Agreement, but without
limiting any terms or provisions thereof, the Borrower agrees to pay on demand
all costs and expenses incurred by the Administrative Agent in connection with
the preparation, negotiation, and execution of this Amendment, including without
limitation the costs and fees of the Administrative Agent's special legal
counsel, regardless of whether this Amendment becomes effective in accordance
with the terms hereof, and all costs and expenses incurred by the Administrative
Agent or any Lender in connection with the enforcement or preservation of any
rights under the Credit Agreement, as amended hereby.

         5.5. SEVERABILITY. Any term or provision of this Amendment held by a
court of competent jurisdiction to be invalid or unenforceable shall not impair
or invalidate the remainder of this Amendment and the effect thereof shall be
confined to the term or provision so held to be invalid or unenforceable.

         5.6. APPLICABLE LAW. This Amendment shall be governed by and construed
in accordance with the laws of the State of Ohio.

         5.7. HEADINGS. The headings, captions and arrangements used in this
Amendment are for convenience only and shall not affect the interpretation of
this Amendment.

         5.8. ENTIRE AGREEMENT. This Amendment is specifically limited to the
matters expressly set forth herein. This Amendment and all other instruments,
agreements and documentation executed and delivered in connection with this
Amendment embody the final, entire agreement among the parties hereto with
respect to the subject matter hereof and supersede any and all prior
commitments, agreements, representations and understandings, whether written or
oral, relating to the matters covered by this Amendment, and may not be
contradicted or varied by evidence of prior, contemporaneous or subsequent oral
agreements or discussions of the parties hereto. There are no oral agreements
among the parties hereto relating to the subject matter hereof or any other
subject matter relating to the Credit Agreement.

         5.9. COUNTERPARTS. This Amendment may be executed by the parties hereto
separately in one or more counterparts, each of which when so executed shall be
deemed to be an original, but all of which when


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taken together shall constitute one and the same agreement. Transmission by a
party to another party (or its counsel) via facsimile of a copy of this
Amendment (or a signature page of this Amendment) shall be as fully effective as
delivery by such transmitting party to the other parties hereto of a counterpart
of this Amendment which had been manually signed by such transmitting party.

         IN WITNESS WHEREOF, this Amendment has been duly executed and delivered
as of the date first above written.

<TABLE>
<CAPTION>
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<S>                                                         <C>
ANTHONY & SYLVAN POOLS CORPORATION                          NATIONAL CITY BANK,
                                                                  INDIVIDUALLY AS A LENDER AND AS THE
                                                                  LETTER OF CREDIT ISSUER, AND AS
BY:_______________________________                                THE COLLATERAL AGENT AND AS THE
        MARK E. BRODY                                             ADMINISTRATIVE AGENT
        EXECUTIVE VICE PRESIDENT &
        CHIEF FINANCIAL OFFICER
                                                            BY:_______________________________
                                                                     JUDITH M. KUCLO, VICE PRESIDENT
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THE HUNTINGTON NATIONAL BANK                                FIRSTAR BANK, NATIONAL ASSOCIATION


BY:_______________________________                          BY:_______________________________
        TITLE:                                                       TITLE:
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</TABLE>






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                       ANTHONY & SYLVAN POOLS CORPORATION
                                 AS THE BORROWER


                                       AND


                     THE FINANCIAL INSTITUTIONS NAMED HEREIN
                                   AS LENDERS

                                       AND


                               NATIONAL CITY BANK
                    AS A LENDER, THE LETTER OF CREDIT ISSUER,
           AND AS THE COLLATERAL AGENT AND AS THE ADMINISTRATIVE AGENT



                              ---------------------

                                 AMENDMENT NO. 1
                                   DATED AS OF
                                DECEMBER 20, 1999
                                       TO
                                CREDIT AGREEMENT
                                   DATED AS OF
                                  JULY 8, 1999

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