EXHIBIT 4.1

                    THIRD AMENDMENT TO CREDIT AGREEMENT

          This  Third  Amendment to Credit Agreement (this "Amendment")  is
entered  into  as  of August 21, 2000, among Wickes Inc. (the  "Borrower"),
Fleet Retail Finance, Inc., as Administrative Agent (the "Agent"), 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)   Section  1.1 of the Credit Agreement is amended by amending  and
restating the definition of "Required Available Amount" to read as follows:

          Required Available Amount means (a) $15,000,000 at any  time
          -------------------------
     the  sum  of the amount of Revolving Loans plus Letter of  Credit
     Obligations  is  equal  to  or less  than  $160,000,000  and  (b)
     $20,000,000 at any time the sum of the amount of Revolving  Loans
     plus Letter of Credit Obligations is greater than $160,000,000.


     (b)       Section  8.4 of the Credit Agreement is amended by  deleting
"$6,000,000" and inserting "9,000,000" in its place.

     2.    Conditions.  The effectiveness of this Amendment is  conditioned
           ----------
on the prior satisfaction of the following conditions:
     (a)  Borrower and Majority Lender shall have executed and delivered  a
counterpart of this Amendment to the Agent; and

     (b)   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
                             ---------------------------------
                           Its
                              --------------------------------

                           AGENT:

                           FLEET RETAIL FINANCE, INC.
                           (successor to BankBoston, N.A.)
                           as Agent

                           By
                             ---------------------------------
                           Its
                              --------------------------------

                           DOCUMENTATION AGENT:

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

                           By
                             ---------------------------------
                           Its
                              --------------------------------

                           LENDERS:

                           FLEET RETAIL FINANCE, INC.
                           (successor to BankBoston, N.A.)

                           By
                             ---------------------------------
                           Its
                              --------------------------------

                           FOOTHILL CAPITAL CORPORATION

                           By
                             ---------------------------------
                           Its
                              --------------------------------


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

                           By
                             ---------------------------------
                           Its
                              --------------------------------

                           LASALLE BANK NATIONAL ASSOCIATION
                           (formerly LaSalle National Bank)

                           By
                             ---------------------------------
                           Its
                              --------------------------------

                           THE CIT GROUP/BUSINESS CREDIT, INC.

                           By
                             ---------------------------------
                           Its
                              --------------------------------

                           FLEET CAPITAL CORPORATION

                           By
                             ---------------------------------
                           Its
                              --------------------------------

                           CONGRESS FINANCIAL CORPORATION
                           (CENTRAL)

                           By
                             ---------------------------------
                           Its
                              --------------------------------


                           AMERICAN NATIONAL BANK AND TRUST
                           COMPANY OF CHICAGO

                           By
                             ---------------------------------
                           Its
                              --------------------------------