EX-10
  
                    SMITH CORONA CORPORATION
  
                       FIFTH AMENDMENT TO 
              DEBTOR-IN-POSSESSION CREDIT AGREEMENT
  
  
          This FIFTH AMENDMENT TO DEBTOR-IN-POSSESSION CREDIT 
  AGREEMENT (this "Amendment") is dated as of September 30, 1996
  and entered into by and among SMITH CORONA CORPORATION, a
  Delaware corporation, as debtor and debtor-in-possession (the
  "Borrower"), the several banks and other financial
  institutions from time to time parties thereto (the "Lenders")
  and THE CHASE MANHATTAN BANK (formerly known as "Chemical
  Bank"), a New York banking corporation, as agent for the
  Lenders (in such capacity, the "Agent"), and, for purposes of
  Section 4 hereof, the Credit Support Parties (as hereinafter
  defined) named on the signature pages hereto, and is made with
  reference to that certain Debtor-In-Possession Credit
  Agreement dated as of July 10, 1995, as amended by that
  certain First Amendment to Debtor-in-Possession Credit
  Agreement dated as of July 24, 1995, that certain Second
  Amendment to Debtor-in-Possession Credit Agreement dated as of
  August 15, 1995 that certain Third Amendment to Debtor-In-
  Possession Credit Agreement dated as of December 6, 1995 and
  that certain Fourth Amendment to Debtor-In-Possession Credit
  Agreement dated as of June 30, 1996 (as so amended, the
  "Credit Agreement"), by and among the Borrower, the Lenders
  and the Agent.  Capitalized terms used herein without
  definition shall have the same meanings herein as set forth in
  the Credit Agreement.  
  
                            RECITALS
  
          WHEREAS, the Borrower has requested the Agent and
  Lenders to, among other things, (i) extend the maturity date
  of the Credit Agreement, (ii) restrict the expiration date of
  Letters of Credit as provided herein and (iii) provide for the
  amendment of the financial covenants as provided herein; and
  
          WHEREAS, subject to the terms and conditions
  contained herein, the Agent and Lenders are willing to consent
  to such amendments as provided herein;
  
          NOW, THEREFORE, in consideration of the premises and
  the agreements, provisions and covenants herein contained, the
  parties hereto agree as follows:
  
          Section 1.  AMENDMENTS TO THE CREDIT AGREEMENT
  
          1.1  Amendments to Section 1: Definitions
  
               The definition of "Termination Date" contained
  in subsection 1.1 of the Credit Agreement is hereby amended by
  (i) deleting the date "September 30, 1996" therefrom and
  substituting therefor the date "December 31, 1996", and (ii)
  deleting clause (vi) from such subsection and substituting the
  following therefor:
  
          "and (vi) if subsections 6.1(a)
            and 6.1(b) have not been amended
            by October 16, 1996 in a manner
            satisfactory to the Lenders in
            their sole discretion in order to
            extend the application of such
            covenants to December 31, 1996,
            October 16, 1996."
  
          1.2  Amendments to Section 2: Amount and Terms of
  Commitments
  
          Subsection 2.12(b) is hereby amended by deleting
  clause (ii) therefrom and substituting the following therefor:
  
          "(ii) shall expire on or before
            June 30, 1997."
  
  
          Section 2.    CONDITIONS TO EFFECTIVENESS
  
          Section 1 of this Amendment shall become effective
  only upon the satisfaction of all of the following conditions
  precedent (the date of satisfaction of such conditions being
  referred to herein as the "Amendment Effective Date"):
  
          A.   The Agent shall have received counterparts of
  this Amendment (i) executed by the Borrower, each Lender and
  the Agent and (ii) for purposes of Section 4 only, executed by
  each Credit Support Party (as hereinafter defined) and written
  or telephonic notification of such execution and authorization
  of delivery thereof.
  
          B.   The Bankruptcy Court shall have approved the
  execution of this Amendment by the Borrower.
  
          Section 3.    REPRESENTATIONS AND WARRANTIES
  
          In order to induce the Lenders to enter into this
  Amendment and to amend the Credit Agreement in the manner
  provided herein, the Borrower represents and warrants to each
  Lender that the following statements are true, correct and
  complete:  
  
          A.   Corporate Power and Authority.  The Borrower has
  all requisite corporate power and authority to enter into this
  Amendment and to carry out the transactions contemplated by,
  and perform its obligations under, the Credit Agreement as
  amended by this Amendment (the "Amended Agreement").
  
          B.   Authorization of Agreements.  The execution and
  delivery of this Amendment and the performance of the Amended
  Agreement have been duly authorized by all necessary corporate
  action on the part of the Borrower.
  
          C.   No Conflict.  The execution and delivery by the
  Borrower of this Amendment and the performance by the Borrower
  of the Amended Agreement do not and will not (i) violate any
  provision of any law or any governmental rule or regulation
  applicable to the Borrower or any of its Subsidiaries, the
  Certificate or Articles of Incorporation or Bylaws of the
  Borrower or any of its Subsidiaries or any order, judgment or
  decree of any court or other agency of government binding on
  the Borrower or any of its Subsidiaries, (ii) conflict with,
  result in a breach of or constitute (with due notice or lapse
  of time or both) a default under any Contractual Obligation of
  the Borrower or any of its Subsidiaries, (iii) result in or
  require the creation or imposition of any Lien upon any of the
  properties or assets of the Borrower or any of its
  Subsidiaries (other than any Liens created under any of the
  Loan Documents in favor of the Agent on behalf of the
  Lenders), or (iv) require any approval of stockholders or any
  approval or consent of any Person under any Contractual
  Obligation of the Borrower or any of its Subsidiaries.  
  
          D.   Governmental Consents.  The execution and
  delivery by the Borrower of this Amendment and the performance
  by the Borrower of the Amended Agreement do not and will not
  require any registration with, consent or approval of, or
  notice to, or other action to, with or by, any federal, state
  or other governmental authority or regulatory body.
  
          E.   Binding Obligation.  This Amendment and the
  Amended Agreement have been duly executed and delivered by the
  Borrower and are the legally valid and binding obligations of
  the Borrower, enforceable against the Borrower in accordance
  with their respective terms, except as may be limited by
  bankruptcy, insolvency, reorganization, moratorium or similar
  laws relating to or limiting creditors' rights generally or by
  equitable principles relating to enforceability.
  
          F.   Incorporation of Representations and Warranties
  From Credit Agreement.  The representations and warranties
  contained in Section 3 of the Credit Agreement are and will be
  true, correct and complete in all material respects on and as
  of the Amendment Effective Date to the same extent as though
  made on and as of that date, except to the extent such
  representations and warranties specifically relate to an
  earlier date, in which case they were true, correct and
  complete in all material respects on and as of such earlier
  date. 
  
          G.   Absence of Default.  No event has occurred and
  is continuing or will result from the consummation of the
  transactions contemplated by this Amendment that would
  constitute a Default. 
  
          Section 4.    ACKNOWLEDGEMENT AND CONSENT
  
          The Borrower is a party to the Security Agreement and
  the Borrower Pledge Agreement pursuant to which the Borrower
  has created Liens in favor of the Agent on certain Collateral
  to secure the Obligations.  Each Subsidiary Guarantor is party
  to the Subsidiary Guaranty pursuant to which the Subsidiary
  Guarantors have guarantied the Obligations.  The Subsidiary
  Guarantors party to the Guarantor Pledge Agreement have
  created Liens in favor of the Agent to secure the obligations
  of such Subsidiary Guarantor under the Subsidiary Guaranty. 
  The Borrower and the Subsidiary Guarantors are collectively
  referred to herein as the "Credit Support Parties."
  
          Each Credit Support Party hereby acknowledges that it
  has reviewed the terms and provisions of the Credit Agreement
  and this Amendment and consents to the amendment of the Credit
  Agreement effected pursuant to this Amendment.  Each Credit
  Support Party hereby confirms that each Collateral Document to
  which it is a party or otherwise bound and all Collateral
  encumbered thereby will continue to guaranty or secure, as the
  case may be, to the fullest extent possible the payment and
  performance of all "Obligations," "Guarantied Obligations" and
  "Secured Obligations," as the case may be (in each case as
  such terms are defined in the applicable Collateral Document),
  including without limitation the payment and performance of
  all such "Obligations," "Guarantied Obligations" or "Secured
  Obligations," as the case may be, in respect of the
  Obligations of the Borrower now or hereafter existing under or
  in respect of the Amended Agreement and the Notes.
  
          Each Credit Support Party acknowledges and agrees
  that any of the Collateral Documents to which it is a party or
  otherwise bound shall continue in full force and effect and
  that all of its obligations thereunder shall be valid and
  enforceable and shall not be impaired or limited by the
  execution or effectiveness of this Amendment.  Each Credit
  Support Party represents and warrants that all representations
  and warranties contained in the Amended Agreement and the
  Collateral Documents to which it is a party or otherwise bound
  are true, correct and complete in all material respects on and
  as of the Amendment Effective Date to the same extent as
  though made on and as of that date, except to the extent such
  representations and warranties specifically relate to an
  earlier date, in which case they were true, correct and
  complete in all material respects on and as of such earlier
  date.
  
          Each Credit Support Party (other than the Borrower)
  acknowledges and agrees that (i) notwithstanding the
  conditions to effectiveness set forth in this Amendment, such
  Credit Support Party is not required by the terms of the
  Credit Agreement or any other Loan Document to consent to the
  amendments to the Credit Agreement effected pursuant to this
  Amendment and (ii) nothing in the Credit Agreement, this
  Amendment or any other Loan Document shall be deemed to
  require the consent of such Credit Support Party to any future
  amendments to the Credit Agreement.
  
          Section 5.    MISCELLANEOUS
  
          A.   Reference to and Effect on the Credit Agreement
  and the Other Loan Documents.  
  
          (i)  On and after the Amendment Effective Date, each
       reference in the Credit Agreement to "this Agreement",
       "hereunder", "hereof", "herein" or words of like import
       referring to the Credit Agreement, and each reference in
       the other Loan Documents to the "Credit Agreement",
       "thereunder", "thereof" or words of like import referring
       to the Credit Agreement shall mean and be a reference to
       the Amended Agreement. 
  
          (ii) Except as specifically amended by this
       Amendment, the Credit Agreement and the other Loan
       Documents shall remain in full force and effect and are
       hereby ratified and confirmed.  
  
          (iii)    The execution, delivery and performance of
       this Amendment shall not, except as expressly provided
       herein, constitute a waiver of any provision of, or
       operate as a waiver of any right, power or remedy of the
       Agent or any Lender under, the Credit Agreement or any of
       the other Loan Documents. 
  
          B.   Fees and Expenses.  The Borrower acknowledges
  that all costs, fees and expenses as described in subsection
  9.5 of the Credit Agreement incurred by Agent and its counsel
  with respect to this Amendment and the documents and
  transactions contemplated hereby shall be for the account of
  the Borrower.
  
          C.   Headings.  Section and subsection 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 or be given any substantive
  effect. 
  
          D.   Applicable Law.  THIS AMENDMENT SHALL BE
  GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE
  WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT
  REGARD TO CONFLICTS OF LAWS PRINCIPLES.
  
          E.   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 an original, but all such
  counterparts together shall constitute but one and the same
  instrument; signature pages may be detached from multiple
  separate counterparts and attached to a single counterpart so
  that all signature pages are physically attached to the same
  document.  
  
  
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          IN WITNESS WHEREOF, the parties hereto have caused
  this Amendment to be duly executed and delivered by their
  respective officers thereunto duly authorized as of the date
  first written above.
  
                                SMITH CORONA CORPORATION, 
                                as debtor and debtor-in-
                                possession
  
  
                                By: /s/ John A.
                                  Piontkowski       
                                Title:  Sr. VP & CFO  
                                              
  
  
                                THE CHASE MANHATTAN BANK
                               (formerly known as "Chemical
                                Bank"), 
                                as Agent and as a Lender
  
  
                                By: /c/ Charles O. Freedgood  
                                Title:  Vice President        
  
  
                                BANK OF AMERICA ILLINOIS
  
  
                                By:   /s/ H. G. Wheelock     
                                Title:     VP                
  
  
  
                                SCM (UNITED KINGDOM) LIMITED,
                                  (for purposes of Section 4 only)
                                  as a Credit Support Party
  
  
                                By:/s/ John A. Piontkowski   
                                Title:                       
  
  
                                SMITH CORONA OVERSEAS
                                HOLDINGS, INC., (for purposes of
                                  Section 4 only) as a Credit
                                  Support Party
  
  
                                By:/s/ John A. Piontkowski  
                                Title:                      
  
  
                                SMITH CORONA (UK), LIMITED, (for
                                  purposes of Section 4 only) as a
                                  Credit Support Party
  
  
                                By:  /s/  Ray Sugden          
                                Title:    Director