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                                                                  EXHIBIT 10.5.2

                                AMENDMENT NO. 2


     THIS AMENDMENT NO. 2 (this "Amendment") dated as of February 23, 1999, to
                                 ---------                                    
the Credit Agreement referenced below, is by and among JUST FOR FEET, INC., a
Delaware corporation (the "Borrower"), the subsidiaries and affiliates of the
                           --------                                          
Borrower identified on the signature pages hereto (the "Guarantors"), the
                                                        ----------       
lenders identified on the signature pages hereto (the "Lenders") and
                                                       -------      
NATIONSBANK, N.A., as Administrative Agent (in such capacity, the
"Administrative Agent").  Terms used but not otherwise defined shall have the
---------------------                                                        
meanings provided in the Credit Agreement.

                              W I T N E S S E T H

     WHEREAS, a $200 million credit facility has been extended to the Borrower
pursuant to the terms of that Credit Agreement dated as of December 10, 1998 (as
amended and modified, the "Credit Agreement") among the Borrower, the
                           ----------------                          
Guarantors, the Lenders, Compass Bank, as Documentation Agent, First Union
National Bank, Marine Midland Bank, SouthTrust Bank, N.A. and SunTrust Bank,
Atlanta, as Co-Agents, and NationsBank, N.A., as Administrative Agent;

     WHEREAS, the Borrower has requested certain modifications to the Credit
Agreement which require the consent of the Required Lenders;

     WHEREAS, the Required Lenders have agreed to the requested modifications on
the terms and conditions set forth herein;

     NOW, THEREFORE, IN CONSIDERATION of the premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:

     1.  The Credit Agreement is amended in the following respects:

         1.1  In Section 1.1, the following definitions are amended and/or
     added, as appropriate, to read as follows:

         "Bridge Credit Agreement" means the credit agreement(s), as amended and
          -----------------------                                               
     modified, entered into to evidence the Bridge Credit Facility.

         "Bridge Credit Facility" means the credit facility or facilities
          ----------------------                                               
     extended pursuant to Section 8.1(g).

         "Debt Transaction" means, with respect to any member of the
          ----------------
     Consolidated Group, any sale, issuance or placement of Funded Debt, whether
     or not evidenced by promissory note or other written evidence of
     indebtedness, except for Funded Debt permitted to be incurred pursuant to
     Section 8.1 (other than Subordinated Debt permitted to be incurred pursuant
     to Section 8.1(j)).
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         1.2 Clauses (g), (h) and (i) of Section 8.1 are renumbered as clauses
     (h), (i) and (j), and a new clause (g) is added and clause (i) is amended
     to read as follows:

             (g) other senior unsecured Indebtedness of the Credit Parties in an
         aggregate principal amount of up to $80 million with a term of not more
         than six (6) months from the date of issuance (the "Bridge Credit
                                                             -------------
         Facility");
         --------   

             (i) Subordinated Debt of the Borrower, provided that (i) such
         Subordinated Debt is issued in replacement and refinancing of the
         Bridge Credit Facility, or (ii) on a Pro Forma Basis, the incurrence of
         such Subordinated Debt shall not result in a Default or Event of
         Default.

         1.3 Clause (b) of Section 8.8 is amended to read as follows:
  
             (b) Except in connection with a refinancing or refunding permitted
         hereunder, make any prepayment, redemption, defeasance or acquisition
         for value of (including, without limitation, by way of depositing
         money or securities with the trustee with respect thereto before due
         for the purpose of paying when due), or refund, refinance or exchange
         of, any Funded Debt (other than (i) intercompany Indebtedness
         permitted hereunder and (ii) Indebtedness under the Bridge Credit
         Agreement permitted hereunder) other than regularly scheduled payments
         of principal and interest on such Funded Debt.

         1.4 Section 8.11 is amended to read as follows:

             Directly or indirectly, create or otherwise cause or suffer to
         exist or become effective any encumbrance or restriction on the ability
         of any such Person to (a) pay dividends or make any other distributions
         on its capital stock or with respect to any other interest or
         participation in, or measured by, its profits, (b) pay any Indebtedness
         or other obligation, (c) make loans or advances, (d) sell, lease or
         transfer any of its properties or assets, (e) grant a Lien on its
         properties or assets whether now owned or hereafter acquired or (f) act
         as a guarantor and pledge its assets, except (in respect of any of the
         matters referred to in clauses (a)-(d) above) for such encumbrances or
         restrictions existing under or by reason of (i) this Credit Agreement
         and the other Credit Documents, (ii) applicable law or (iii) the Bridge
         Credit Agreement.

         1.5 Section 8.12 is amended to read as follows:

             8.12 No Further Negative Pledges.
                  --------------------------- 

             Except with respect to (i) prohibitions against other encumbrances
         on specific Property encumbered to secure payment of particular
         Indebtedness (which Indebtedness relates solely to such specific
         Property, and improvements and accretions thereto, and is otherwise
         permitted hereby) and (ii) the Bridge Credit Agreement, no member of
         the Consolidated Group will enter into, assume or become subject to any
         agreement prohibiting or otherwise restricting the creation or
         assumption of any Lien upon its properties or assets, whether now owned
         or hereafter acquired, or requiring the grant of any security for such
         obligation if security is given for some other obligation.

         1.6 Clause (j) of Section 9.1 is renumbered as clause (k), and a new
     clause (j) is added to read as follows:

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             (j) The occurrence of an Event of Default under the Bridge Credit
         Agreement; or

     2.  This Amendment shall be effective upon satisfaction of the following
conditions:

         (a) execution of this Amendment by the Credit Parties and the Required
     Lenders;

         (b) receipt by the Administrative Agent of legal opinions of counsel to
     the Credit Parties relating to this Amendment in form and substance
     satisfactory to the Administrative Agent; and

         (c) receipt by the Administrative Agent for the ratable benefit of the
     Lenders which consent to this Amendment (the "Consenting Lenders") of an
                                                   ------------------        
     amendment fee of five (5) basis points on the aggregate of the Commitments
     of the Consenting Lenders.

     3.  The Credit Parties hereby affirm (i) the representations and warranties
set out in Section 6 of the Credit Agreement are true and correct as of the date
hereof (except those which expressly relate to an earlier period) and (ii) no
Default or Event of Default presently exists.

     4.  Except as modified hereby, all of the terms and provisions of the
Credit Agreement (including Schedules and Exhibits) shall remain in full force
and effect.

     5.  The Borrower agrees to pay all reasonable costs and expenses of the
Administrative Agent in connection with the preparation, execution and delivery
of this Amendment, including without limitation the reasonable fees and expenses
of Moore & Van Allen, PLLC.

     6.  This Amendment may be executed in any number of counterparts, each of
which when so executed and delivered shall be deemed an original and it shall
not be necessary in making proof of this Amendment to produce or account for
more than one such counterpart.

     7.  This Amendment shall be deemed to be a contract made under, and for all
purposes shall be construed in accordance with the laws of the State of North
Carolina.

                  [Remainder of Page Intentionally Left Blank]

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  IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of
this Amendment No. 2 to be duly executed and delivered as of the date first
above written.

BORROWER:                  JUST FOR FEET, INC.,
--------                           
  a Delaware corporation

                           By: /s/ Eric L. Tyra                      
                              ------------------------------
                           Name:  Eric L. Tyra              
                           Title: Executive Vice President 
                                  and Chief Financial Officer       
  
GUARANTORS:                SNEAKER STADIUM, INC.,                    
----------                 a Delaware corporation                             
                           SNKR HOLDING CORP.,                       
                           a Delaware corporation                    
                           ATHLETIC ATTIC MARKETING, INC.,           
                           a Florida corporation                     
                           JUST FOR FEET OF TEXAS, INC.,             
                           an Alabama corporation                    
                           JUST FOR FEET OF NEVADA, INC.,            
                           a Nevada corporation                      
                           JUST FOR FEET SPECIALTY STORES, INC.,     
                           a Michigan corporation                    
                                                                     
                           By: /s/ Eric L. Tyra                      
                              ---------------------------            
                           Name:  Eric L. Tyra                       
                           Title: Vice President of each            
                                  of the foregoing Guarantors                
  
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LENDERS:        NATIONSBANK, N.A.,
-------         individually in its capacity as a           
                Lender and in its capacity as Administrative Agent 
                                                                   
                By: /s/ Nan C. Hillis
                   -----------------------------------             
                Name:  Nan C. Hillis
                     ---------------------------------             
                Title: Sr. Vice President
                      --------------------------------              
  

                SUNTRUST BANK, ATLANTA

                By: /s/ John Frazer
                   -----------------------------------             
                Name: John Frazer                                
                     ---------------------------------             
                Title: Vice President                                  
                      --------------------------------              

                By: /s/ Brian K. Peters
                   -----------------------------------             
                Name: Brian K. Peters                                
                     ---------------------------------             
                Title: Director
                      --------------------------------              


                COMPASS BANK

                By: /s/ Janet Brock
                   -----------------------------------             
                Name: Janet Brock                                
                     ---------------------------------             
                Title: Senior Vice President                                  
                      --------------------------------              


                AMSOUTH BANK

                By: /s/ John M. Kettig
                   -----------------------------------             
                Name: John M. Kettig                             
                     ---------------------------------             
                Title: Senior Vice President                               
                      --------------------------------              


                BANCO POPULAR NORTH AMERICA

                By: /s/ Karen Hamilton                       
                   -----------------------------------             
                Name: Karen Hamilton                           
                     ---------------------------------             
                Title: Vice President                               
                      --------------------------------              


                MICHIGAN NATIONAL BANK

                By: /s/ John M. Bebb                              
                   -----------------------------------             
                Name: John M. Bebb                               
                     ---------------------------------             
                Title: Relationship Manager                                 
                      --------------------------------              


                FIRST AMERICAN NATIONAL BANK

                By: /s/ H. Hope Stewart                        
                   -----------------------------------             
                Name: H. Hope Stewart                            
                     ---------------------------------             
                Title: Assistant Vice President                              
                      --------------------------------              
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                    FIRST UNION NATIONAL BANK

                    By: /s/ Daniel L. Evans
                       -----------------------------
                    Name: Daniel L. Evans
                         ---------------------------
                    Title: Senior Vice President
                          --------------------------

                    MARINE MIDLAND BANK

                    By: /s/ Adriana D. Collins
                       -----------------------------
                    Name: Adriana D. Collins
                         ---------------------------
                    Title: Vice President
                          --------------------------

                    SOUTHTRUST BANK, N.A.

                    By: /s/ William Douglas
                       -----------------------------
                    Name: William Douglas
                         ---------------------------
                    Title: Assistant Vice President
                          --------------------------