EXHIBIT 4.1

AMENDMENT NO. 2
To
CREDIT FACILITIES AGREEMENT
(that was Effective March 20, 2001)
by and between
BANK OF AMERICA, N.A.
as Administrative Agent and a Lender
and
THE OTHER LENDERS SIGNATORY THERETO
and
YOUNG INNOVATIONS, INC.
as Borrower

In consideration of their mutual agreements herein and for other sufficient consideration, the receipt of which is hereby acknowledged, YOUNG
INNOVATIONS, INC. ("Borrower"), BANK OF AMERICA, N.A. (as "Administrative Agent") and the undersigned Lenders who signed the Original Loan Agreement, agree as follows:

1.  Definitions; Section References.The term "Original Loan Agreement" means the Credit Facilities Agreement effective as of
March 20, 2001, between Borrower, Administrative Agent and the Lenders signatory thereto, as amended by that certain Amendment No. 1 thereto effective April 20, 2001. The term
"this Amendment" means this Amendment. Capitalized terms used and not otherwise defined herein have the meanings defined in the Original Loan Agreement, except that the term "this Agreement" in the
Original Loan Agreement shall be deemed to mean the Original Loan Agreement as amended by this Amendment. Section references are to sections of the Original Loan Agreement unless otherwise indicated.

2.  Effective Date of this Amendment.Provided that Administrative Agent has received this Amendment fully executed by all parties hereto
and each of the documents and other items listed or described on Exhibit A hereto as being required to be obtained, delivered or satisfied on or before the Effective Date (as hereinafter
defined), with each being satisfactory to Administrative Agent and (as applicable) duly executed and (also as applicable) sealed, attested, acknowledged, certified, or authenticated, this
Amendment shall be effective September 28, 2001 (the "Effective Date"). If this Amendment does not become effective, the Original Loan Agreement shall continue in full force and effect as it
existed in the absence of this Amendment.

3.  Amendments to Original Loan Agreement.

The
Original Loan Agreement is amended as follows, all such amendments to be effective on the Effective Date unless otherwise indicated:



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If the ratio of Borrower's Total
Funded Indebtedness to EBITDA is:

The Eurodollar
Increment
shall be:

The Base Rate
Increment
shall be:

Revolving Loan
Commitment Fee (per
annum)Greater than or equal to 2.00 to1

2.25
%
0.50
%
0.25
%Greater than or equal to 1.75 to 1 but less than 2.00 to1

1.75
%
0.25
%
0.20
%Greater than or equal to 1.50 but less than 1.75 to 1

1.50
%
0.00
%
0.15
%Less than 1.50 to 1

1.00
%
0.00
%
0.15
%




3.3.  Revolving Loan Commitment Fee.Section 5.1 is amended by replacing the phrase "the daily equivalent of an annual rate of
0.15%" with the phrase "the daily equivalent of an annual rate equal to the applicable Revolving Loan Commitment Fee specified in the table in Section 4.5".

3.4.  Standby Letter of Credit Fee.Section 5.2 is amended by replacing the phrase "Eurodollar Increment" as it appears in such
Section to the phrase "then applicable Eurodollar Increment".

3.5.  Extension of Maturity.The date "April 30, 2004", each place it appears in Section 6.1.2, is deleted and replaced
with the date "September 28, 2004".

3.6.  Representations and Warranties.The following new Section 11.33 is added immediately after Section 11.32:



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3.7.  Affirmative Covenants.The following new Section 13:20 is added immediately after Section 13.19:



3.8.  Permitted IndebtednessCapital Leases.The amount "$1,000,000", as it appears in Section 14.2.5, is deleted and
replaced with the amount "$2,000,000".

3.9.  Acquisitions.



3.10.  Financial Covenants.



Period

Minimum EBITDASeptember 28, 2001 to September 30, 2002

$
14,000,000October 1, 2002 to September 30, 2003

$
15,500,000October 1, 2003 and the last day of each calendar quarter thereafter

$
17,000,000




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4.  Effect of Amendment.The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or
remedy of Administrative Agent or any Lender under the Original Loan Agreement or any of the other Loan Documents, nor constitute a waiver of any provision of the Original Loan Agreement, or any of
the other Loan Documents. Each reference in the Original Loan Agreement to "the Agreement", "hereunder", "hereof", "herein", or words of like import, shall be read as referring to the Original Loan
Agreement as amended hereby.

5.  Representations and Warranties of Borrower.Borrower hereby represents and warrants to Lenders that (i) execution, delivery
and performance of this Amendment, and all transactions contemplated by the Amendment, have been duly authorized by all requisite action of Borrower; (ii) no consents are necessary from any
third parties for Borrower's execution, delivery or performance of this Amendment or in connection with any transaction contemplated by this Amendment, (iii) this Amendment and the Original
Loan Agreement constitute the legal, valid and binding obligations of Borrower enforceable against Borrower in accordance with their terms, except to the extent that the enforceability thereof against
Borrower may be limited by bankruptcy, insolvency or other laws affecting the enforceability of creditors rights generally or by equity principles of general application, (iv) except as
disclosed on the
supplemental disclosure schedule attached hereto as Exhibit B and the disclosure schedule attached to the Original Loan Agreement, all of the representations and warranties contained in
Section 11 of the Original Loan Agreement, as amended hereby, are true and correct with the same force and effect as if made on and as of the Effective Date, and (v) there is no Existing
Default and no Default or Event or Default will occur immediately or with the passage of time or giving of notice as a consequence of this Amendment becoming effective.

6.  Reaffirmation.Borrower hereby acknowledges and confirms that (i) except as expressly amended hereby, the Original Loan
Agreement and other Loan Documents remain in full force and effect, (ii) the Original Loan Agreement, as amended hereby, is in full force and effect, (iii) Borrower has no defenses to
its obligations under the Original Loan Agreement and the other Loan Documents, and (iv) Borrower has no claim of any nature against Administrative Agent or any Lender arising from or in
connection with the Original Loan Agreement or the other Loan Documents.

7.  Counterparts.This Amendment may be executed by the parties hereto on any number of separate counterparts, and all such counterparts
taken together shall constitute one and the same instrument. It shall not be necessary in making proof of this Amendment to produce or account for more than one counterpart signed by the party to be
charged.

8.  Counterpart Facsimile Execution.This Amendment, or a signature page thereto intended to be attached to a copy of this Amendment,
signed and transmitted by facsimile machine or telecopier shall be deemed and treated as an original document. The signature of any Person thereon, for purposes hereof, is to be considered as an
original signature, and the document transmitted is to be considered to have the same binding effect as an original signature on an original document. At the request of any party hereto, any facsimile
or telecopy document is to be re-executed in original form by the Persons who executed the facsimile or telecopy document. No party hereto may raise the use of a facsimile machine or
telecopier or the fact that any signature was transmitted through the use of a facsimile or telecopier machine as a defense to the enforcement of this Amendment.

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9.  Governing Law; No Third Party Rights.This Amendment and the rights and obligations of the parties hereunder shall be governed by and
construed and interpreted in accordance with the internal laws of the State of Missouri applicable to contracts made and to be performed wholly within such state, without regard to choice or conflict
of laws provisions.

10.  Final Expression; No Course of Dealing.This Amendment is intended by the parties as a final expression of their agreement evidenced
hereby and is intended as a complete and exclusive statement of the terms and conditions thereof.

11.  Incorporation by Reference.Administrative Agent, the undersigned Lenders and Borrower hereby agree that all of the terms of the
Loan Documents are incorporated in and made a part of this Amendment by this reference.

12.  Statutory Notice.The following notice is given pursuant to Section 432.045 of the Missouri Revised Statutes; nothing
contained in such notice will be deemed to limit or modify the terms of the Loan Documents or this Amendment:

ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT
ARE NOT ENFORCEABLE. TO PROTECT YOU (BORROWER(S)) AND US (CREDITOR) FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE
COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING TO MODIFY IT.

BORROWER
AND LENDER HEREBY AFFIRM THAT THERE IS NO UNWRITTEN ORAL CREDIT AGREEMENT BETWEEN BORROWER AND LENDER WITH RESPECT TO THE SUBJECT MATTER OF THIS AMENDMENT.

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IN
WITNESS WHEREOF, the parties have caused this Amendment to be executed by appropriate duly authorized officers as of the Effective Date.

|YOUNG INNOVATIONS, INC.by its Executive Vice President and Chief Financial Officer |  | BANK OF AMERICA, N.A.,as Administrative Agent
by its Vice President
|---------------------------------------------------------------------------------- |  | -------------------------------------------------------------------
|/s/ARTHUR L. HERBST, JR.Name: Arthur L. Herbst, Jr.                                |  | /s/DAVID A. JOHANSONName: David A. Johanson                        
|                                                                                   |  | BANK OF AMERICA, N.A.,as a Lender by its Senior Vice President     
|                                                                                   |  | /s/SCOTT M. HARTWIGName: Scott M. Hartwig                          
|THE NORTHERN TRUST COMPANY, as a Lenderby its Vice President                       |  | HARRIS TRUST AND SAVINGS BANK, as a Lenderby its Vice President    
|/s/FREDRIC MCCLENDONName: Fredric McClendon                                        |  | /s/LEN E. MEYERName: Len E. Meyer                                  

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