Exhibit 4.1


                    FIRST AMENDMENT TO CREDIT AGREEMENT


          This  First  Amendment to Credit Agreement (this "Amendment")  is
entered  into as of July 8, 1999, among Wickes Inc. (the "Borrower"),  Bank
Boston, N.A., as Administrative Agent (the "Agent"), as Issuing Bank and as
a  Lender,  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  (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 "Unused Availability" to read as follows:

          Unused  Availability  shall  mean,  on  any  date,  the
          --------------------
          Borrowing  Base,  less the sum of  (i)  the  Letter  of
          Credit  Obligations on such date and (ii) the aggregate
          outstanding principal balance of the Revolving Loans on
          such date.

          (b)  Section 4.5 of the Credit Agreement is amended and restated to
read as follows:

          Promptly  following  the  last  Business  Day  of  each
          calendar  month  hereafter and on the Expiration  Date,
          the  Borrower shall pay to the Agent for the  pro  rata
          benefit  of  each  of the Lenders a non-refundable  fee
          equal  to the weighted average amount during such month
          by  which  the  Total Commitments  exceed  the  sum  of
          (a) the aggregate face amount of outstanding Letters of
          Credit  and  (b)  the  aggregate outstanding  principal
          balance  of  the  Revolving Loans, multiplied  by  one-
          quarter  of one percent (0.25%) per annum (the  "Unused
          Line Fee").


          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; 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.


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          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/  James Hopwood
                                ------------------
                           Its  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
                               -----------------



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                           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 NATIONAL BANK

                           By  /s/ Christopher S. Clifford
                               ---------------------------
                           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
                               --------------

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                           AMERICAN NATIONAL BANK AND TRUST
                           COMPANY OF CHICAGO

                           By  /s/ Dawn M. Dieter
                               ------------------
                           Its Vice President
                               --------------




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