Exhibit 4.1
                   SECOND AMENDMENT TO CREDIT AGREEMENT
                   ------------------------------------

          This  Second Amendment to Credit Agreement (this "Amendment")  is
entered  into  as of September 9, 1999, among Wickes Inc. (the "Borrower"),
Bank  Boston, N.A., as Administrative Agent (the "Agent"), as Issuing  Bank
and  as  a  Lender, Bank of America, N.A. (formerly NationsBank, N.A.),  as
Documentation Agent and as a Lender, and the other Lenders set forth on the
signature pages hereto.

                            W I T N E S S E T H

          WHEREAS,  the  parties hereto are parties to that certain  Credit
Agreement dated as of February 17, 1999 (as previously amended, the "Credit
Agreement"; capitalized terms used herein and not otherwise defined  herein
shall have the meanings ascribed to such terms in the Credit Agreement);

          WHEREAS, the Borrower has requested that the Credit Agreement  be
amended in certain respects.

          NOW,  THEREFORE,  in  consideration  of  the  mutual  agreements,
provisions  and  covenants contained herein, the parties  hereto  agree  as
follows:


          1.   Amendments to Credit Agreement.  Subject to the satisfaction
of  the  conditions set forth in Section 2 below, the Credit  Agreement  is
amended as follows:

          (a)  The definition of "Commitment" in Section 1.1 of the Credit
Agreement is amended to read as follows:

          Commitment  of any Lender shall mean (a) for  any  date
          from and including May 15 of each year to and including
          November  15  of  such  year,  such  Lender's  Seasonal
          Commitment,  and  (b) for any date from  and  including
          November 16 of any year to and including May 14 of  the
          following year, such Lender's Non-Seasonal Commitment.


          (b)  The definition of "Majority Lenders" in Section 1.1 of the
Credit Agreement is amended to read as follows:

          Majority Lenders shall mean, at any time, those Lenders
          (i)  then  owed  or holding in the aggregate  at  least
          $102,000,000  of Seasonal Commitments or  (ii)  if  the
          Commitments are terminated, those Lenders then owed  or
          holding  in  the  aggregate at least fifty-one  percent
          (51%)  of the outstanding principal amount of Revolving
          Loans  (or  if  the Commitments are terminated  and  no
          Revolving  Loans  are outstanding, those  Lenders  then
          holding  at  least  fifty-one  percent  (51%)  of   the
          aggregate participation interests in Letters of  Credit
          then outstanding).


          (c)   Second  1.1 of the Credit Agreement is amended to  add  the
following defined terms in proper alphabetical order:

          Non-Seasonal  Commitment of any Lender shall  mean  the
          amount  set forth opposite such Lender's name on  Annex
          I,  as  such  Annex may be amended from time  to  time,
          under  the heading "Non-Seasonal Commitment",  as  such
          amount may be reduced from time to time pursuant to the
          terms of this Credit Agreement

          Required  Available Amount means (a) for any date  from
          and  including  May 15 of each year  to  and  including
          November 15 of such year, $20,000,000 and (b)  for  any
          date from and including November 16 of any year to  and
          including May 14 of the following year, $15,000,000.

          Seasonal Commitment of any Lender shall mean the amount
          set  forth opposite such Lender's name on Annex  I,  as
          such Annex may be amended from time to time, under  the
          heading  "Seasonal Commitment", as such amount  may  be
          reduced from time to time pursuant to the terms of this
          Credit Agreement.


          (d)   The definition of "Total Commitments" in Section 1.1 of the
Credit Agreement is amended to read as follows:

          Total  Commitments  shall mean the Commitments  of  all  the
          Lenders,  which  shall not exceed (a) $200,000,000  for  any
          date from and including May 15 of each year to and including
          November 15 of such year, and (b) $160,000,000 for any  date
          from  and including November 16 of any year to and including
          May 14 of the following year.


          (e)   Section 2.4(a) of the Credit Agreement is amended by adding
the following sentence at the end thereof:

          The  amount  of  Revolving Loans  and  the  amount  of  each
          Lender's  Proportionate Share of Revolving Loans shall  also
          be  computed on each of May 14 and November 15 of each  year
          (which  dates shall also be Settlement Dates), to take  into
          account   the  increase,  or  decrease,  of  each   Lender's
          Commitment  on  such  date, and each Lender's  Proportionate
          Share  of  Revolving  Loans  shall  be  adjusted  upward  or
          downward, as applicable, on each such Settlement Date.


          (f)   Section 8.1 of the Credit Agreement is amended by  deleting
"$15,000,000" and inserting in its place "the Required Available Amount".


          (g)   Annex  I  is amended and restated to read as set  forth  on
Annex I attached hereto.

          2.     Conditions.   The  effectiveness  of  this  Amendment   is
conditioned on the prior satisfaction of the following conditions:

          (a)  Borrower and each other Person listed on the signature pages
hereto shall have executed and delivered a counterpart of this Amendment to
the Agent;

          (b)   Agent  shall  have received resolutions  of  the  board  of
directors  of Borrower regarding the contents of this Amendment  (certified
by  Borrower's secretary), an opinion of counsel to Borrower regarding  the
contents  of  this  Amendment  and  a consent  of  each  guarantor  of  the
Obligations, all in form and substance satisfactory to Agent;

          (c)   Each Lender having a Seasonal Commitment in excess of  such
Lender's  Non-Seasonal  Commitment  shall  have  received  an  amended  and
restated  Revolving  Note  to  reflect such  Lender's  additional  Seasonal
Commitment; and

          (d)  No Default or Event of Default shall exist or will be caused
by the consummation of the transactions contemplated hereby.

          3.   Miscellaneous.

          (a)   Governing  Law.  This Amendment shall be  a  contract  made
under and governed by the internal laws of the State of Massachusetts.

          (b)   Counterparts.  This Amendment may be executed in any number
of  counterparts,  and  by  the parties hereto  on  the  same  or  separate
counterparts, and each such counterpart, when executed and delivered, shall
be  deemed  to  be  an original, but all such counterparts  shall  together
constitute one and the same Amendment.

          (c)  Reference to Credit Agreement.  Each reference in the Credit
Agreement to "this Agreement," "hereunder," "hereof," "herein" or words  of
like import, and each reference to the Credit Agreement in any other Credit
Documents, or other agreements, documents or other instruments executed and
delivered  pursuant to the Credit Agreement, shall mean and be a  reference
to the Credit Agreement, as amended by this Amendment.

          (d)   Costs  and Expenses.  The Borrower agrees to pay on  demand
all costs and expenses (including the reasonable fees and disbursements  of
counsel  and  other  professionals)  paid  or  incurred  by  the  Agent  in
connection with this Amendment.


          IN  WITNESS  WHEREOF, the parties hereto have caused this  Credit
Agreement  to  be  duly  executed and delivered by  their  duly  authorized
officers as of the day and year first above written.

                           BORROWER:

                           WICKES INC.,
                           a Delaware corporation

                           By   /s/  John Lawrence
                               -------------------
                           Its  Assistant Vice President
                               -------------------------

                           AGENT:

                           BANKBOSTON, N.A.,
                           as Agent

                           By  /s/ Michael J. McDermott
                              -------------------------
                           Its  Managing Director
                              -------------------------

                           DOCUMENTATION AGENT:

                           BANK OF AMERICA, N.A.
                           (formerly NationsBank, N.A.),
                           as Documentation Agent

                           By  /s/  R.J. Walker
                              -----------------
                           Its  Senior Vice President
                              -----------------------

                           ISSUING BANK:

                           BANKBOSTON, N.A.

                           By  /s/ Michael J. McDermott
                              -------------------------
                           Its  Managing Director
                              -------------------------

                           LENDERS:

                           BANKBOSTON, N.A.

                           By  /s/  Michael J. McDermott
                              --------------------------
                           Its  Managing Director
                              --------------------------

                           FOOTHILL CAPITAL CORPORATION

                           By  /s/ Todd Nakamoto
                              -------------------------
                           Its  Vice President
                              -------------------------

                           BANK OF AMERICA, N.A.
                           (formerly NationsBank, N.A.)

                           By  /s/ R.J. Walker
                              -------------------------
                           Its  Senior Vice President
                              -------------------------

                           LASALLE BANK NATIONAL ASSOCIATION

                           By  /s/ John Mostafi
                              -------------------------
                           Its  Senior Vice President
                              -------------------------

                           THE CIT GROUP/BUSINESS CREDIT, INC.

                           By  /s/ Bond Harberts
                              -------------------------
                           Its  Assistant Vice President
                              -------------------------

                           FLEET CAPITAL CORPORATION

                           By  /s/ Art Pesavento
                              -------------------------
                           Its  Vice President
                              -------------------------

                           CONGRESS FINANCIAL CORPORATION
                           (CENTRAL)

                           By  /s/ Brett Mook
                              -------------------------
                           Its  Vice President
                              -------------------------

                           AMERICAN NATIONAL BANK AND TRUST
                           COMPANY OF CHICAGO

                           By  /s/ Donna H. Evans
                              -------------------------
                           Its  Vice President
                              -------------------------



                                  ANNEX I
                      LENDERS AND COMMITMENT AMOUNTS


                                      Non-Seasonal     Seasonal
    Name and Address of Lender         Commitment     Commitment
    --------------------------        -----------     ----------
BANKBOSTON, N.A.                      $30,000,000    $30,000,000

Domestic Lending Office:
100 Federal Street
Boston, Massachusetts  02110

Eurodollar Lending Office:
100 Federal Street
Boston, Massachusetts  02110

Address for Notices:
BankBoston, N.A.
Asset Based Finance
100 Federal Street
Mail Stop MA BOS 01-09-08
Boston, Massachusetts  02110
Attention:  Mark J. Forti
Facsimile:  (617) 434-2309



                                      Non-Seasonal     Seasonal
    Name and Address of Lender         Commitment     Commitment
    --------------------------         ----------     ----------
FOOTHILL CAPITAL CORPORATION          $25,000,000    $30,000,000

Domestic Lending Office:
11111 Santa Monica Boulevard
Suite 1500
Los Angeles, California  90025

Eurodollar Lending Office:
11111 Santa Monica Boulevard
Suite 1500
Los Angeles, California  90025

Address for Notices:
Foothill Capital Corporation
11111 Santa Monica Boulevard
Suite 1500
Los Angeles, California  90025
Attention:  Michael Baronowski
Facsimile:  (310) 479-8952



                                      Non-Seasonal     Seasonal
    Name and Address of Lender         Commitment     Commitment
    --------------------------         ----------     ----------
BANK OF AMERICA, N.A. (formerly       $25,000,000    $33,332,000
NationsBank, N.A.)

Domestic Lending Office:
600 Peachtree Street
13th Floor
Atlanta, Georgia  30308

Eurodollar Lending Office:
600 Peachtree Street
13th Floor
Atlanta, Georgia  30308

Address for Notices:
NationsBank, N.A.
600 Peachtree Street
13th Floor
Atlanta, Georgia  30308
Attention:  Robert J. Walker
Facsimile:  (404) 607-6281



                                      Non-Seasonal     Seasonal
    Name and Address of Lender         Commitment     Commitment
    --------------------------         ----------     ----------
LASALLE BANK NATIONAL ASSOCIATION     $17,500,000    $24,167,000
(formerly LaSalle National Bank)

Domestic Lending Office:
135 South LaSalle Street
Chicago, Illinois  60603

Eurodollar Lending Office:
135 South LaSalle Street
Chicago, Illinois  60603

Address for Notices:
LaSalle National Bank
135 South LaSalle Street
Chicago, Illinois  60603
Attention:  Christopher G. Clifford
Facsimile:  (312) 904-6450



                                      Non-Seasonal     Seasonal
    Name and Address of Lender         Commitment     Commitment
    --------------------------         ----------     ----------
THE CIT GROUP/BUSINESS CREDIT, INC.   $17,500,000    $24,167,000

Domestic Lending Office:
10 South LaSalle Street
22nd Floor
Chicago, Illinois  60603

Eurodollar Lending Office:
10 South LaSalle Street
22nd Floor
Chicago, Illinois  60603

Address for Notices:
The CIT Group/Business Credit, Inc.
10 South LaSalle Street
22nd Floor
Chicago, Illinois  60603
Attention:  Martha Gay
Facsimile:  (312) 443-0139



                                      Non-Seasonal     Seasonal
    Name and Address of Lender         Commitment     Commitment
    --------------------------         ----------     ----------
FLEET CAPITAL CORPORATION             $15,000,000    $15,000,000

Domestic Lending Office:
20800 Swenson Drive
Suite 350
Waukesha, Wisconsin  53186

Eurodollar Lending Office:
20800 Swenson Drive
Suite 350
Waukesha, Wisconsin  53186

Address for Notices:
Fleet Capital Corporation
One North Franklin
Suite 3600
Chicago, Illinois  60606
Attention:  Arthur Pesavento
Facsimile:  (312) 346-6360



                                      Non-Seasonal     Seasonal
    Name and Address of Lender         Commitment     Commitment
    --------------------------         ----------     ----------
CONGRESS FINANCIAL CORPORATION        $15,000,000    $21,667,000
(CENTRAL)

Domestic Lending Office:
150 South Wacker Drive
Suite 2200
Chicago, Illinois  60603

Eurodollar Lending Office:
150 South Wacker Drive
Suite 2200
Chicago, Illinois  60603

Address for Notices:
Congress Financial Corporation
(Central)
150 South Wacker Drive
Suite 2200
Chicago, Illinois  60603
Attention:  Brett Mook
Facsimile:  (312) 332-0424



                                      Non-Seasonal     Seasonal
    Name and Address of Lender         Commitment     Commitment
    --------------------------         ----------     ----------
AMERICAN NATIONAL BANK AND TRUST      $15,000,000    $21,667,000
COMPANY OF CHICAGO

Domestic Lending Office:
120 South LaSalle Street
Chicago, Illinois  60603

Eurodollar Lending Office:
120 South LaSalle Street
Chicago, Illinois  60603

Address for Notices:
American National Bank and Trust
   Company of Chicago
120 South LaSalle Street
Chicago, Illinois  60603
Attention:  Donna Evans
Facsimile:  (312) 661-6929

         Total Commitments:          $160,000,000   $200,000,000




                         CONSENT AND REAFFIRMATION


          Each  of  the  undersigned  (each,  a  "Guarantor")  hereby   (i)
acknowledges receipt of a copy of the foregoing Second Amendment to  Credit
Agreement;  (ii)  consents to Borrower's execution  and  delivery  thereof;
(iii)  agrees  to  be  bound thereby; (iv) affirms that  nothing  contained
therein  shall  modify  in  any  respect whatsoever  its  guaranty  of  the
obligations  of  Borrower  pursuant to the terms  of  a  certain  Corporate
Guaranty  dated February 17, 1999 (the "Guaranty"); and (v) reaffirms  that
each  of the Guaranty and the other Credit Documents executed by it is  and
shall continue to remain in full force and effect.  Although each Guarantor
has  been informed of the matters set forth herein and has acknowledged and
agreed  to same, each Guarantor understands that Agent and Lenders have  no
obligation to inform any Guarantor of such matters in the future or to seek
any  Guarantor's  acknowledgment  or  agreement  to  future  amendments  or
waivers, and nothing herein shall create such a duty.

          IN  WITNESS  WHEREOF, each of the undersigned has  executed  this
Consent and Reaffirmation on and as of the date of such Amendment.

                           LUMBER TRADEMARK COMPANY

                           By   /s/ James A. Hopwood
                                --------------------
                           Its  Vice President
                                --------------------

                           GLC DIVISION INC.

                           By   /s/ James A. Hopwood
                                --------------------
                           Its  Vice President
                                --------------------