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                                                                  EXHIBIT 10.5

               FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT


     This Fourth Amendment to that certain Loan and Security Agreement
("Amendment") is effective as of the 23rd day of December 1997 by and among
Chief Auto Parts Inc. ("BORROWER"), Wells Fargo Bank, N.A. ("Wells Fargo"), The
CIT Group/Business Credit, Inc. ("CIT"), The Chase Manhattan Bank ("Chase"),
Bank One, Texas, N.A. ("Bank One"), Fleet Capital Corporation ("Fleet"),
BankBoston, N.A. ("BankBoston"), NationsBank of Texas, N.A. ("NationsBank")
(Wells Fargo, CIT, Chase, Bank One, Fleet, BankBoston, and NationsBank each
individually a "LENDER" and collectively "LENDERS") and Heller Financial, Inc.,
for itself as a Lender and as Agent ("AGENT")

     WHEREAS, Agent, Lenders and Borrowers are parties to a certain Loan and
Security Agreement, dated May 28, 1997 and all amendments thereto (the
"AGREEMENT"); and

     WHEREAS, the parties desire to amend the Agreement as hereinafter set
forth;

     NOW THEREFORE, in consideration of the mutual conditions and agreements
set forth in the Agreement and this Amendment, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto hereby agree as follows:

     1.  DEFINITIONS.  Capitalized terms used in this Amendment, unless
otherwise defined herein, shall have the meaning ascribed to such term in the
Agreement.

     2.  AMENDMENT.  Subject to the conditions set forth below, the Agreement
is amended as follows:

         (A)  Subsection 1.1 is amended by deleting the definition of "LIBOR"
in its entirety and replacing it with the following:

         "LIBOR" means, for each Interest Period, a rate determined in
accordance with the following provisions:

         (a)  LIBOR will be the rate for deposits in U.S. dollars for the
relevant Interest Period commencing on the second London Banking Day
immediately following that Interest Determination Date, that appears on the
Telerate Page 3750 as of 11:00 a.m., London time, on that Interest
Determination Date ("LIBOR Telerate") "Telerate Page 3750" means the display
designated as page "3750" on the Telerate Services (or such other page as may
replace the 3750 page on that service or such other service or services as may
be nominated by the
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service or such other service or services as may be nominated by the British
Bankers' Association for the purpose of displaying London interbank offered
rates for U.S. dollar deposits). If no rate appears on the Telerate Page 3750,
LIBOR in respect of that Interest Determination Date will be determined as if
the parties had specified the rate described in (b) below.

     (b) With respect to an Interest Determination Date on which no rate appears
on Telerate Page 3750, as specified in (a) above, LIBOR will be determined on
the basis of the rates at which deposits in U.S. dollars for the relevant
Interest Period are offered at approximately 11:00 a.m. London time, on that
Interest Determination Date by four major banks in the London interbank market
selected by Agent ("Reference Banks") to prime banks in the London interbank
market commencing on the second London Banking Day immediately following that
Interest Determination Date and in a principal amount equal to an amount of not
less than $1,000,000 that is representative for a single transaction in such
market at such time. Agent will request the principal London office of each of
the Reference Banks to provide a quotation of its rate. If at least two such
quotations are provided, LIBOR in respect of that Interest Determination Date
will be the arithmetic mean of such quotations. If fewer than two quotations are
provided, LIBOR in respect of that Interest Determination Date will be the
arithmetic mean of the rates quoted at approximately 11:00 a.m. New York City
time, on that Interest Determination Date by three major banks in the City of
New York selected by Agent for loans in U.S. dollars to leading European banks
for the relevant Interest Period commencing on the second London Banking Day
immediately following that Interest Determination Date and in a principal amount
equal to an amount of not less than $1,000,000 that is representative for a
single transaction in such market at such time; provided, however, that if the
banks selected as aforesaid by Agent are not quoting as mentioned in this
sentence, LIBOR with respect to such Interest Determination Date will be the
rate of LIBOR in effect on such date.

     The rate determined by either (a) or (b) shall be divided by a number
equal to 1.0 minus the aggregate (but without duplication) of the rates
(expressed as a decimal fraction) of reserve requirements in effect on the day
which is two (2) Business Days prior to the beginning of such Interest Period
(including, without limitation, basic, supplemental, marginal, special
emergency or other reserves under any regulations of the Board of Governors of
the Federal Reserve System or other governmental authority having jurisdiction
with respect thereto, as now and from time to time in effect) for Eurocurrency
funding (currently referred to as "Eurocurrency Liabilities" in Regulation D of
such Board) which are required to be





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     maintained by a member bank of the Federal Reserve System (such rate to be
     adjusted to the nearest one sixteenth of one percent (1/16 of 1%) or, if
     there is not a nearest one sixteenth of one percent (1/16 of 1%), to the
     next higher one sixteenth of one percent (1/16 of 1%)).

          (B) Subsection 1.1 is further amended by inserting, in proper
alphabetical order, the following definitions:

          "London Banking Day" means any day on which dealings in deposits in
     U.S. dollars are transacted in the London Interbank market.

          "Interest Determination Date" for a LIBOR Loan will be the second
     London Banking Day preceding the beginning of the next Interest Period
     elected by Borrower.

          (C) Subsection 2.2(B) is amended by deleting said subsection in its
entirety and replacing it with the following:

          (B) Interest Periods. In connection with each LIBOR Loan, Borrower
     shall elect an interest period (each an "Interest Period") to be applicable
     to such Loan, which Interest Period shall be either a one, two, three, or
     six month period; provided that:

          (1) the initial Interest Period for any LIBOR Loan shall commence on
     the Funding Date of such Loan;

          (2) in the case of successive Interest Periods, each successive
     Interest Period shall commence on the day on which the immediately
     preceding Interest Period expires;

          (3) if an Interest Period expiration date is not a Business Day, such
     Interest Period shall expire on the next succeeding Business Day; provided
     that if any Interest Period expiration date is not a Business Day but is a
     day of the month after which no further Business Day occurs in such month,
     such Interest Period shall expire on the immediately preceding Business
     Day;

          (4) any Interest Period that begins on the last Business Day of a
     calendar month (or on a day for which there is no numerically corresponding
     day in the calendar month at the end of such Interest Period) shall,
     subject to part (5) below, end on the last Business Day of a calendar
     month;

          (5) no Interest Period shall extend beyond the Termination Date;


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          (6)  no Interest Period may extend beyond a scheduled principal
     payment date unless the sum of (a) the aggregate principal amount of Loans
     that are Base Rate Loans or that have Interest Periods expiring on or
     before such date and (b) the available, unused portion of the lesser of (i)
     the Revolving Loan Commitment or (ii) the Borrowing Base equals or exceeds
     the principal amount required to be paid on the Loans on such date; and

          (7)  there shall be no more than ten (10) Interest Periods relating
     to LIBOR Loans outstanding at any time.

          (D)  Subsection 8.1(S) is amended by deleting said subsection in its
entirety and replacing it with the following:

          (S)  Blocked Account Agreements. Agent shall have failed to receive
     within two hundred and seventy (270) days after the Closing Date blocked
     account agreements substantially in the form annexed hereto as Exhibit 5.6
     or otherwise reasonably acceptable to Agent duly executed by Borrower and
     each of the banks set forth on Exhibit 8.1(S) annexed hereto with respect
     to the accounts maintained by Borrower at such banks set forth in such
     exhibit or, in the event one or more of such banks shall not enter into
     such blocked account agreements, Borrower shall substitute one or more
     banks reasonably acceptable to Agent and deliver to Agent within two
     hundred and seventy (270) days after the Closing Date blocked account
     agreements in substantially the form annexed hereto as Exhibit 5.6 or
     otherwise reasonably acceptable to Agent duly executed by Borrower and each
     of such banks such that each concentration account maintained by Borrower
     and each other account of Borrower at such bank is subject to a blocked
     account agreement reasonably acceptable to Agent.

     3.   Conditions. The effectiveness of this Amendment is subject to the
following conditions precedent (unless specifically waived in writing by Agent):

          (a)  Borrower shall have executed and delivered such other documents
and instruments as Agent may require;

          (b)  All proceedings taken in connection with the transactions
contemplated by this Amendment and all documents, instruments and other legal
matters incident thereto shall be satisfactory to Agent and its legal counsel;
and

          (c)  No Default or Event of Default shall have occurred and be
continuing.



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     4.   CORPORATE ACTION. The execution, delivery, and performance of this
Amendment has been duly authorized by all requisite corporate action on the
part of Borrower and this Amendment has been duly executed and delivered by
Borrower.

     5.   SEVERABILITY. Any 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 provision so held to be invalid or unenforceable.

     6.   REFERENCES. Any reference to the Agreement contained in any document,
instrument or agreement executed in connection with the Agreement, shall be
deemed to be a reference to the Agreement as modified by this Amendment.

     7.   COUNTERPARTS. This Amendment may be executed in one or more
counterparts, each of which shall constitute an original, but all of which
taken together shall be one and the same instrument.

     8.   RATIFICATION. The terms and provisions set forth in this Amendment
shall modify and supersede all inconsistent terms and provisions of the
Agreement, and shall not be deemed to be a consent to the modification or
waiver of any other term or condition of the Agreement. Except as expressly
modified and superseded by this Amendment, the terms and provisions of the
Agreement are ratified and confirmed and shall continue in full force and
effect.


                      [SIGNATURES ARE ON FOLLOWING PAGES.]



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     IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed under seal and delivered by
their respective duly authorized officers on the date first
written above.


                         CHIEF AUTO PARTS INC., as Borrower

                         By: /s/ THOMAS A. HOUGH
                             -------------------------------
                         Title:
                                ----------------------------


                         HELLER FINANCIAL, INC.,
                         as a Lender and as Agent

                         By:
                             -------------------------------
                         Title:
                                ----------------------------


                         WELLS FARGO BANK, N.A., as a Lender

                         By:
                             -------------------------------
                         Title:
                                ----------------------------


                         THE CIT GROUP/BUSINESS CREDIT, INC.,
                         as a Lender

                         By:
                             -------------------------------
                         Title:
                                ----------------------------


                         THE CHASE MANHATTAN BANK,
                         as a Lender

                         By:
                             -------------------------------
                         Title:
                                ----------------------------


                    [SIGNATURES CONTINUE ON FOLLOWING PAGE.]





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                                   BANK ONE, TEXAS N.A., as a Lender

                                   By:
                                      ----------------------------------

                                   Title:
                                         -------------------------------


                                   FLEET CAPITAL CORPORATION,
                                   as a Lender

                                   By:
                                      ----------------------------------

                                   Title:
                                         -------------------------------


                                   BANKBOSTON, N.A., as a Lender

                                   By:
                                      ----------------------------------

                                   Title:
                                         -------------------------------


                                   NATIONSBANK OF TEXAS, N.A., as a Lender

                                   By:
                                      ----------------------------------

                                   Title:
                                         -------------------------------




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