Exhibit 4.2

                                SECOND AMENDMENT
                               TO CREDIT AGREEMENT


         This SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of August 15, 1997
(this "Amendment"), amends in certain respects the Second Amended and Restated
Credit Agreement (the "Loan Agreement") dated as of May 6, 1996 between
Loehmann's, Inc. (the "Borrower"), and BankAmerica Business Credit Inc., as
Agent and sole lender (the "Lender"), as amended.

                              W I T N E S S E T H:

         WHEREAS, the Borrower has requested that the Lender increase the amount
of Revolving Credit Commitments:

         WHEREAS, the Lender is willing to do so on the terms and conditions set
forth herein.

         NOW, THEREFORE, in consideration of the mutual conditions and
agreements set forth in this Amendment and for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Borrower and
the Lender hereby agree as follows.

         SECTION 1. DEFINED TERMS. Terms defined in the Loan Agreement and not
otherwise defined herein shall have the meanings set forth in the Loan
Agreement.

         SECTION 2.   AMENDMENTS TO LOAN AGREEMENT.

                   (a) The definition of "Revolving Credit Loan Commitment" set
                       forth in Section 1.1 of the Loan Agreement is hereby
                       deleted in its entirety and the following substituted
                       therefor:

                           "Revolving Credit Loan Commitment" means, as to each
                           Bank the commitment of such Bank to make Revolving
                           Credit Loans to Borrower pursuant to Section 2.1(b)
                           in the aggregate principal amount of any time
                           outstanding not to exceed the amount set forth
                           opposite such Bank's name on the signature pages
                           hereof under the caption "Commitment" less such
                           Bank's Ratable Portion of the aggregate amount of the
                           outstanding reserves (if any) referred to in clause
                           (b) of the definition of Borrowing Base."

                   (b) The second sentence of Section 2.1(b) hereby deleted in
                       its entirety and the following is substituted therefor:

<PAGE>


                           "The aggregate Revolving Credit Loan Commitments
                           shall not exceed $45,000,000, from (a) August 15,
                           1997 through December 31, 1997 and (B) March 1, 1998
                           through May 31, 1998; and $35,000,000 at other
                           times."

                   (c) The amount set forth opposite Lender's name on the
                       signature pages of the Loan Agreement under the caption
                       "Commitment" is hereby deemed amended in its entirety to
                       read as follows:

                           "'Commitment':
                           $45,000,000 from (i) August 15, 1997 through December
                           31, 1997 and (ii) March 1, 1998 through May 31, 1998;
                           and $35,000,000 at all other times."

                   (d) Lender and Borrower hereby agree that at any time the
                       aggregate Revolving Credit Loan Commitments in effect at
                       such time exceed $35,000,000, Lender may maintain a
                       reserve against Availability of up to $1,000,000.

         SECTION 3. CONDITIONS TO EFFECTIVENESS. This Amendment shall be
effective as of the date first above written when the Agent shall have received
the following:

                   (a) counterparts of this Amendment executed by the Borrower
                       and the Lender;

                   (b) payment by Borrower to Lender of an amendment fee in the
                       amount of $25,000; and

                   (c) a certification from a Responsible Officer of the
                       Borrower that the provisions of this Amendment do not
                       contravene the provisions of any other agreement to which
                       Borrower is a party or would constitute a default under
                       any such agreement.

                   (d) such other certificates, representations, instruments and
                       other documents as the Lender may require, in form and
                       substance satisfactory to the Lender.

SECTION 4. REPRESENTATIONS AND WARRANTIES. The Borrower hereby represents and
warrants to the Lender and the Agent that (i) the execution, delivery and
performance of this Amendment by the Borrower is within its corporate powers and
has been duly authorized by all necessary corporate action, (ii) no consent,
approval, authorization of, or declaration or filing with, any Public Authority,
and no consent of any other Person, is required in connection with the
execution, delivery and performance of this Amendment, except for those already
duly obtained, (iii) this Amendment has been duly executed by the Borrower and
constitutes the legal, valid and binding obligation of the Borrower, enforceable
against it in accordance with its terms and (iv) the execution, delivery and
performance by the Borrower of this Amendment does not 


<PAGE>

and will not conflict with, or constitute a violation or breach of, or
constitute a default under, or result in the creation or imposition of any Lien
upon the property of Borrower or any of its Subsidiaries by reason of the terms
of (a) any contract, mortgage, Lien, lease, agreement, indenture, or instrument
to which Borrower or any Subsidiary is party or which is binding upon it, (b)
any Requirement of Law applicable to Borrower or any Subsidiary, or ( c) the
Certificates or Articles of Incorporation or By-laws of Borrower or any
Subsidiary.

         SECTION 5.  REFERNCE TO AND EFFECT ON LOAN DOCUMENTS.

                   5.1 On and after the date hereof, each reference in the Loan
                       Agreement to "this Agreement", "hereunder", "hereof",
                       "herein" or words of like import, and each reference in
                       the other Loan Documents to the Loan Agreement, shall
                       mean and be a reference to the Loan Agreement as amended
                       hereby.

                   5.2 Except as specifically amended above, all of the terms of
                       the Loan Agreement shall remain unchanged and in full
                       force effect.

                   5.3 The execution, delivery and effectiveness of this
                       Amendment shall not operate as a waiver of any right,
                       power or remedy of the Lender or the Agent under the Loan
                       Agreement or any of the other Loan Documents, nor
                       constitute a waiver of any provision of the Loan
                       Agreement or any of the other Loan Documents.

         SECTION 6. EXECUTION IN COUNTERPARTS. This Amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which taken together shall constitute one and the same
instrument.

         SECTION 7. GOVERNING LAW. This Amendment shall be governed by, and
shall be construed and enforced in accordance with, the laws of the State of New
York.

         SECTION 8. HEADINGS. Section headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Amendment or be given any substantive effect.


<PAGE>



         IN WITNESS WHEREOF, This Amendment has been duly executed as of the
date first written above.

                                 LOEHMANN'S INC.



                                 By: \S\  Robert Glass 
                                     --------------------------------- 
                                 Title: Senior Vice President
                                        ------------------------------ 

                                 BANKAMERICA BUSINESS CREDIT, INC.,
                                  as Lender and Agent


                                 By: \S\  Louis Alexander 
                                     --------------------------------- 
                                 Title: Vice President 
                                        ------------------------------