EXHIBIT 10.51


                                 AMENDMENT NO. 2
                                       TO
                           REVOLVING CREDIT AGREEMENT


AMENDMENT  NO. 2, dated as of August 11, 1999 (the "Second  Amendment"),  to the
Revolving  Credit  Agreement,  dated as of  November  20,  1998 (as  amended  by
Amendment No. 1, dated as of March 22, 1999, the "Revolving Credit  Agreement"),
between  HAGLER  BAILLY,  INC., a Delaware  corporation  (the  "Borrower"),  THE
LENDERS FROM TIME TO TIME A PARTY THERETO (the  "Lenders")  and BANK OF AMERICA,
N.A. d/b/a NationsBank,  N.A.,  successor to NationsBank,  N.A., in its separate
capacity  as  agent  (the  "Agent").   Capitalized  terms  used  herein  without
definition shall have the respective  meanings specified in the Revolving Credit
Agreement.

                               W I T N E S S E T H

WHEREAS,  pursuant to the Revolving Credit Agreement,  the Lenders have provided
to the Borrower a revolving  credit  facility,  and have agreed to issue standby
letters of credit, all upon the terms and conditions  specified in the Revolving
Credit Agreement;

WHEREAS,  the Borrower has requested a modification  to one or more terms of the
Revolving  Credit   Agreement,   and  the  Lenders  are  willing  to  make  such
modifications;

WHEREAS,  upon the terms and subject to the  conditions  contained  herein,  the
parties hereto desire to amend the Revolving Credit Agreement; and

WHEREAS, as of the date hereof, the Lenders under the Revolving Credit Agreement
consist only of Bank of America,  N.A.  d/b/a  NationsBank,  N.A.,  successor to
NationsBank, N.A.;

NOW,  THEREFORE,  in consideration of the premises and the mutual agreements set
forth  herein,  and for other good and valuable  consideration,  the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

         Section 1. Amendment to Section 1.1 of the Revolving Credit  Agreement.
The parties hereto hereby amend the definition of  "Consolidated  Fixed Charges"
contained  in  Section  1.1 of the  Agreement  by  inserting  at the end of such
definition but before the period the following phrase:  "and further  excluding,
solely for purposes of determining the Fixed Charge Coverage Ratio, all payments
of principal  and interest on the  indebtedness  owed under the First Union Loan
Agreement described in Section 6.2(a)(v)".

         Section  2.  Amendment  to  Section  6.2(a)  of  the  Revolving  Credit
Agreement.  The parties  hereto  hereby amend  Section  6.2(a) of the  Revolving
Credit Agreement by deleting the word "and" immediately following the ";" at the
end of Section 6.2(a)(iii), by deleting the "." at the end of Section 6.2(a)(iv)
and substituting  therefor "; and" and,  further,  by inserting a new subsection
6.2(a)(v), as follows:

                           "(v)  the  security   interests   created  under  the
                  Promissory  Note and  Security  Agreement,  dated  October 28,
                  1995,   executed  by  GKMG,  Inc.   (formerly  named  Galland,
                  Kharasch,  Morse &  Garfinkle,  P.C.) in favor of First  Union
                  National  Bank  of  Washington,   D.C.   ("First   Union")  in
                  connection  with  that  certain  Loan  Agreement,  dated as of
                  October 28, 1995 (the "First Union Loan  Agreement"),  between
                  First Union and Galland, Kharasch & Garfinkle, Inc."

         Section  3.  Amendment  to  Section  6.2(b)  of  the  Revolving  Credit
Agreement.  The parties  hereto  hereby amend  Section  6.2(b) of the  Revolving
Credit Agreement,  by deleting the word "and"  immediately  following the ";" at
the end of  Section  6.2(b)(vii),  by  deleting  the  "." at the end of  Section
6.2(b)(viii) and substituting  therefor ";" and,  further,  by inserting two new
subsections, 6.2(b)(ix) and 6.2(b)(x), as follows:

                           "(ix)  indebtedness  of the type  described in clause
                  (i) of Section  6.2(a) which does not exceed (in the aggregate
                  and as to the Borrower and its Subsidiaries, taken as a whole)
                  the amount set forth in clause (i) of Section 6.2(a); and

                           (x) indebtedness under the First Union Loan Agreement
                  referred to in Section  6.2(a)(v),  provided such indebtedness
                  does not exceed $128,000.00."

Section  4.  Miscellaneous.  This  Second  Amendment  shall be  governed  by and
construed in accordance with the laws of the  Commonwealth of Virginia,  without
regard to principles of conflicts of laws. Except as hereby expressly amended by
this  Second  Amendment,  the  terms,  covenants,  conditions,   agreements  and
representations  and warranties  contained in the Revolving Credit Agreement are
in all  respects  ratified and  confirmed  and remade as of the date hereof and,
except as amended hereby,  shall continue in full force and effect.  This Second
Amendment  represents  the  agreement of the parties  hereto with respect to the
subject matter hereof, and there are no promises, undertakings,  representations
or warranties by the Lenders relative to the subject matter hereof not expressly
set forth or referred to herein.  This Second  Amendment  may be executed in any
number of  counterparts,  each of which shall be deemed an  original  and all of
which together shall be deemed one and the same instrument. The section headings
and subsection headings have been inserted for convenience of reference only and
do  not  constitute  matters  to  be  considered  in  interpreting  this  Second
Amendment.






IN WITNESS  WHEREOF,  the parties hereto have caused this Second Amendment to be
duly  executed by their  respective  officers as of the day and year first above
written.

                               HAGLER BAILLY, INC.

                                   By: /s/ Glenn J. Dozier
                                        Name:       Glenn J. Dozier
                                        Title:      Senior Vice President and
                                                    Chief Financial Officer

                           BANK OF AMERICA, N.A. d/b/a
          NationsBank, N.A., successor to NationsBank, N.A., as Lender and Agent


                                                    By: /s/ James W. Gaittens
                                                 Name:       James W. Gaittens
                                               Title:      Senior Vice President