EXHIBIT NO. 10.68


                      FOURTEENTH AMENDMENT TO POSTPETITION
                     CREDIT AGREEMENT AND ADOPTING AGREEMENT

         THIS FOURTEENTH AMENDMENT TO POSTPETITION CREDIT AGREEMENT AND ADOPTING
AGREEMENT, dated as of December 14, 1999 (this "AMENDMENT"), is among LEVITZ
FURNITURE INCORPORATED, a Delaware corporation and a debtor and debtor in
possession, LEVITZ FURNITURE CORPORATION, a Florida corporation and a debtor and
debtor in possession ("LFC"), LEVITZ FURNITURE REALTY CORPORATION, a Florida
corporation and a debtor and debtor in possession, LEVITZ SHOPPING SERVICE,
INC., a Florida corporation and a debtor and debtor in possession, LEVITZ
FURNITURE COMPANY OF THE MIDWEST, INC., a Colorado corporation and a debtor and
debtor in possession, LEVITZ FURNITURE COMPANY OF THE PACIFIC, INC., a
California corporation and a debtor and debtor in possession, LEVITZ FURNITURE
COMPANY OF WASHINGTON, INC., a Washington corporation and a debtor and debtor in
possession, LEVITZ FURNITURE COMPANY OF THE MIDWEST REALTY, INC., a Colorado
corporation and a debtor and debtor in possession, LEVITZ FURNITURE COMPANY OF
THE PACIFIC REALTY, INC., a California corporation and a debtor and a debtor in
possession, LEVITZ FURNITURE COMPANY OF WASHINGTON REALTY, INC., a Washington
corporation and debtor and a debtor in possession, LEVITZ REINSURANCE
CORPORATION, JOHN M. SMYTH COMPANY, an Illinois corporation and a debtor and
debtor in possession, and JOHN M. SMYTH REALTY COMPANY, an Illinois corporation
and a debtor and debtor in possession (collectively, the "EXISTING BORROWERS"),
LEVITZ FURNITURE COMPANY OF MASSACHUSETTS, INC., a Massachusetts corporation
(the "NEW BORROWER"; and collectively with the Existing Borrowers, the
"BORROWERS"), each Revolving Lender and Overadvance Term Lender signatories
hereto (collectively, the "LENDERS") and BT COMMERCIAL CORPORATION, a Delaware
corporation, acting in its capacity as collateral agent and agent for the
Lenders (in such capacity, together with its successors in such capacity, the
"AGENT"). Capitalized terms used in this Amendment and not otherwise defined
have the meanings assigned to such terms in the Postpetition Credit Agreement
dated as of September 5, 1997, as amended (as the same may be further amended,
restated, supplemented or otherwise modified from time to time, the "CREDIT
AGREEMENT"), among the Borrowers, the Lenders and the Agent.

                             PRELIMINARY STATEMENTS:

         A. The Existing Borrowers, the Lenders and the Agent are parties to the
Credit Agreement.

         B. The Borrowers have requested that the Lenders and the Agent amend
the Credit Agreement in certain respects.

         C. The Borrowers, the Lenders and the Agent have agreed to amend the
Credit Agreement on the terms and subject to the conditions of this Amendment.

                                   AGREEMENT:

         In consideration of the premises and the mutual agreements contained in
this Amendment, the Borrowers, the Lenders and the Agent agree as follows:

         1.       AMENDMENTS TO CREDIT AGREEMENT.

         On the date each of the conditions set forth in SECTION 3 is satisfied
by the Borrowers (the "CLOSING DATE"), the Credit Agreement is amended as
follows:


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                  1.1 The Credit Agreement is amended by adding New Borrower as
         a "Borrower" thereunder. Upon the effectiveness of this Amendment, all
         references to "Borrower" contained in the Credit Agreement shall be
         deemed to refer to each of the Existing Borrowers and New Borrower,
         collectively.

                  1.2 Parts 6.1, 6.9, 6.10, [OTHERS?] of Schedule B to the
         Credit Agreement are supplemented by adding the items set forth on
         Annex I hereto relating to New Borrower.

         2.       ADOPTION AND CONFIRMATION.


                  2.1 CREDIT AGREEMENT AND NOTES. By its execution and delivery
         of this Amendment, New Borrower hereby confirms that (i) upon the
         effectiveness of this Amendment it will become a "Borrower" under the
         Credit Agreement and each of the Notes, subject to all of the
         covenants, undertakings, liabilities and obligations of the Borrowers
         contained therein, including the joint and several obligations of the
         Borrowers with respect to the Postpetition Obligations as further
         provided in SECTION 11.16 of the Credit Agreement and (ii) all of the
         representations and warranties contained in the Credit Agreement that
         are applicable to it as a Borrower are true and correct as of the date
         hereof after giving effect to this Amendment.

                  2.2 POST-PETITION SECURITY AGREEMENT. By its execution and
         delivery of this Amendment, New Borrower hereby confirms that (i) upon
         the effectiveness of this Amendment it will become a "Grantor" under
         and as defined in the Post-Petition Security Agreement, subject to all
         of the covenants, undertakings, liabilities and obligations of the
         Grantors contained therein, (ii) all of the representations and
         warranties contained in the Post-Petition Security Agreement that are
         applicable to it as a Grantor are true and correct as of the date
         hereof after giving effect to this Amendment and (iii) upon the
         effectiveness of this Amendment, it grants to Collateral Agent, on
         behalf and for the benefit of the Secured Parties, to secure all the
         Secured Obligations a lien upon and security interest in, all of its
         right, title and interest in, to and under the following: (A) Accounts;
         (B) Chattel Paper; (C) Contracts; (D) Documents; (E) Equipment; (F)
         General Intangibles; (G) Instruments; (H) Inventory; (I) Real Estate;
         (J) all other of its goods and property whether tangible or intangible,
         real, personal or mixed, whether now owned or hereafter acquired by it,
         wherever located, (K) all Proceeds of each of the foregoing and all
         accessions to, substitutions and replacements for, and rents profits
         and products of, each of the foregoing, and (L) all property of New
         Borrower held by any Secured Party, including, without limitation, all
         property of every description, now or hereafter in the possession or
         custody of or in transit to such Secured Party for any purpose,
         including safekeeping, collection or pledge, for the account of New
         Borrower, or as to which New Borrower may have any right or power (all
         capitalized terms set forth in this subsection (iii), unless otherwise
         defined herein, shall have the meaning assigned to such term in the
         Post-Petition Security Agreement).

                  2.3 POST-PETITION PLEDGE AGREEMENT.

                           (a) On the Closing Date, Exhibit A to the
                  Post-Petition Pledge Agreement is amended and restated in its
                  entirety in the form set forth as Annex II hereto.

                           (b) By its execution and delivery of this Amendment,
                  New Borrower hereby confirms that (i) upon the effectiveness
                  of this Amendment it will become a "Borrower" and "Pledgor"
                  under and as defined in the Post-Petition Pledge Agreement,
                  subject to all of the covenants, undertakings, liabilities and
                  obligations of the


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                  Borrowers and Pledgors contained therein, (ii) all of the
                  representations and warranties contained in the Post-Petition
                  Pledge Agreement that are applicable to it as a Borrower or
                  Pledgor thereunder are true and correct as of the date hereof
                  after giving effect to this Amendment and (iii) upon the
                  effectiveness of this Amendment, it pledges to the Collateral
                  Agent, on behalf and for the benefit of the Secured Parties,
                  to secure the Liabilities all of the following property and
                  interests in property: (a) all shares of capital stock of each
                  of the Issuers now or at any time or times hereafter owned by
                  it (collectively, the "Pledged Stock"); (b) all warrants,
                  options and other rights to acquire, and rights in and to, the
                  capital stock of the respective Issuers now or at any time or
                  times hereafter owned by it (collectively, the "Rights"); (c)
                  all other property now or at any time or times hereafter
                  received, receivable or otherwise distributed in respect of or
                  in exchange or substitution for any or all of the Pledged
                  Stock and/or the Rights, and all of its rights thereto,
                  including, without limitation, all dividends, cash and other
                  payments and distributions of any kind whatsoever; (d) the
                  Pledged Debt and the instruments evidencing the Pledged Debt,
                  and all interest, cash, instruments and other property or
                  proceeds from time to time received, receivable or otherwise
                  distributed in respect of or in exchange for any or all of the
                  Pledged Debt; (e) all additional indebtedness from time to
                  time owed to it by any obligor of the Pledged Debt or any
                  other Person and the instruments evidencing such indebtedness,
                  and all interest, cash, instruments and other property or
                  proceeds from time to time received, receivable or otherwise
                  distributed in respect of or in exchange for any or all of
                  such indebtedness; and (f) all proceeds of all of the
                  foregoing. (All capitalized terms set forth in this subsection
                  (iii), unless otherwise defined herein, shall have the meaning
                  assigned to such term in the Post-Petition Pledge Agreement
                  after giving effect to this Amendment.)

                           (c) By its execution and delivery of this Amendment,
                  [OWNER OF THE CAPITAL STOCK OF NEW BORROWER] hereby confirms
                  that upon the effectiveness of this Amendment it has pledged
                  the capital stock of New Borrower identified on Annex II to
                  the Collateral Agent, on behalf and for the benefit of the
                  Secured Parties, to secure the Liabilities (as defined in the
                  Post-Petition Pledge Agreement) and that such capital stock
                  constitutes Pledged Stock (as defined in the Post-Petition
                  Pledge Agreement).

                  2.4 BORROWING AGENCY AGREEMENT. Upon the effectiveness of this
         Amendment, New Borrower shall become a party to that certain Borrower
         Agency Agreement dated as of September 5, 1997 among LFC, as borrowing
         agent, and the Existing Borrowers, and appoints LFC as its borrowing
         agent thereunder, subject to the terms of such agreement.

                  2.5 POST-PETITION COLLATERAL AGENCY AGREEMENT. Upon the
         effectiveness of this Amendment, New Borrower acknowledges and consents
         to the Post-Petition Collateral Agency Agreement.

         3.       CONDITIONS PRECEDENT.

         This Amendment becomes effective upon satisfaction of the following
conditions:

         3.1 AMENDMENT APPROVAL ORDER. This Amendment has been approved by the
Bankruptcy Court pursuant to an order (the "AMENDMENT APPROVAL ORDER"), which
order is in full force and effect and has not been reversed, modified, amended,
appealed or stayed. The Agent shall have been satisfied with the form and
substance (and the timing of the notice) of the motion for the entry


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of the Amendment Approval Order. In addition, the Agent shall have been
satisfied with the form and substance of the Amendment Approval Order.

         3.2 EXPENSES. The Agent shall have been reimbursed for all fees and
expenses incurred by the Agent in connection with this Amendment.

         3.3 DOCUMENTS. The Agent has received all of the following, each duly
executed and dated as of the Closing Date (or such other date as is satisfactory
to the Agent) in form and substance satisfactory to the Agent:

                  (a)      FOURTEENTH AMENDMENT. Ten copies of this Amendment
                           executed by the LFC Funds Administrator, the
                           Borrowers, the Agent and all Lenders;

                  (b)      CERTIFICATE OF INCORPORATION, ETC. The Certificate of
                           Incorporation of New Borrower certified by the
                           appropriate Secretary of State as of a recent date,
                           together with a good standing certificate from such
                           Secretary of State and a good standing certificate
                           from the Secretaries of State of each other State in
                           it is required to be qualified to transact business;

                  (c)      CERTIFIED RESOLUTIONS, ETC. A certificate of the
                           Secretary or Assistant Secretary of New Borrower
                           certifying (i) the names and true signatures of its
                           officers authorized to sign this Amendment, (ii) its
                           By-Laws and (iii) resolutions of its Board of
                           Directors approving and authorizing the execution,
                           delivery and performance of this Amendment;

                  (d)      OPINION OF COUNSEL. An opinion of counsel to New
                           Borrower;

                  (e)      UCC MATTERS. Satisfactory reports of UCC searches
                           with respect to New Borrower and such UCC-1 financing
                           statement signed by New Borrower as debtor naming the
                           Collateral Agent as secured party as the Agent my
                           require;

                  (f)      PLEDGED STOCK. For delivery to the Collateral Agent,
                           the original stock certificates evidencing the
                           capital stock of New Borrower pledged pursuant to the
                           Post-Petition Pledge Agreement, together with undated
                           stock powers duly executed in blank in connection
                           therewith; and

                  (g)      OTHER. Such other documents as the Agent may
                           reasonably request.


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<PAGE>

         4.       REPRESENTATIONS AND WARRANTIES.

         Each of the Borrowers represents and warrants to the Agent and each
Lender that, after giving effect to this Amendment:

         4.1 REPRESENTATIONS AND WARRANTIES. All representations and warranties
contained in the Credit Agreement and the other Credit Documents are true and
correct in all material respects on and as of the date of this Amendment, in
each case as if then made, other than representations and warranties that
expressly relate solely to an earlier date (in which case such representations
and warranties were true and accurate on and as of such earlier date).

         4.2 EVENTS OF DEFAULT. No Default or Event of Default has occurred
which has not been waived (or, in the case of an Event of Default, cured) under
the terms of the Credit Agreement.

         4.3 ENFORCEABILITY. Upon approval by the Bankruptcy Court (as
contemplated by SECTION 3.1), this Amendment and the Credit Agreement, as
amended by this Amendment, will constitute legal, valid and binding obligations
of the LFC Funds Administrator and each of the Borrowers and will be enforceable
against such Persons in accordance with their respective terms.

         4.4 CONSENTS. The execution and delivery by the LFC Funds Administrator
and each of the Borrowers of this Amendment does not require the consent or
approval of any Person other than the Bankruptcy Court (as contemplated by
SECTION 3.1), except such consents and approvals as have been obtained.

         5.       REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT AND THE OTHER

CREDIT DOCUMENTS.

         5.1 REFERENCES. Upon the effectiveness of this Amendment, each
reference in the Credit Agreement and the Post-Petition Pledge Agreement to
"this Agreement", "hereunder" "hereof", "herein" or words of like import, and
each reference in each of the other Credit Documents to the "Credit Agreement"
or "Post-Petition Pledge Agreement" shall mean and be a reference to the Credit
Agreement or the Post-Petition Pledge Agreement, as the case may be, as amended
by this Amendment.

         5.2 RATIFICATION. Except as expressly set forth in this Amendment, all
of the terms and conditions of the Credit Agreement and the other Credit
Documents remain in full force and effect and are ratified and confirmed in all
respects. The execution and delivery of this Amendment by the Agent and each of
the Lenders in no way obligates the Agent or any of the Lenders at any time
hereafter to consent to any other amendment or modification of any term or
provision of the Credit Agreement or any of the other Credit Documents, whether
of a similar or different nature.

         6.       GOVERNING LAW.

         THE VALIDITY, INTERPRETATION AND ENFORCEMENT OF THIS AMENDMENT IS
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS AND DECISIONS OF THE
STATE OF NEW YORK.



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         7.       HEADINGS; COUNTERPARTS.

         Section headings in this Amendment are included for convenience of
reference only and do not constitute a part of this Amendment for any other
purpose. This Amendment may be executed in any number of counterparts and by the
different parties hereto in separate counterparts, each of which when so
executed and delivered shall be an original, but all of which shall together
constitute one and the same instrument.

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered by their duly authorized officers as of the date first
set forth above.

                                   LFC FUNDS ADMINISTRATOR:

                                   LEVITZ FURNITURE CORPORATION, a Florida
                                   corporation, in its capacity as LFC Funds
                                   Administrator


                                   By:     /s/ MICHAEL E. MCCREERY
                                           -------------------------------------
                                   Name:   Michael E. McCreery
                                           -------------------------------------
                                   Title:  SVP/Chief Financial Officer
                                           -------------------------------------


                                   BORROWERS:

                                   LEVITZ FURNITURE CORPORATION, a Florida
                                   corporation, in its individual capacity and
                                   in its capacity as the LFC Funds
                                   Administrator


                                   By:     /s/ MICHAEL E. MCCREERY
                                           -------------------------------------
                                   Name:   Michael E. McCreery
                                           -------------------------------------
                                   Title:  SVP/Chief Financial Officer
                                           -------------------------------------


                                   LEVITZ FURNITURE INCORPORATED, a Delaware
                                   corporation


                                   By:     /s/ MICHAEL E. MCCREERY
                                           -------------------------------------
                                   Name:   Michael E. McCreery
                                           -------------------------------------
                                   Title:  SVP/Chief Financial Officer
                                           -------------------------------------


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<PAGE>

                                   LEVITZ FURNITURE REALTY CORPORATION, a
                                   Florida corporation


                                   By:     /s/ MICHAEL E. MCCREERY
                                           -------------------------------------
                                   Name:   Michael E. McCreery
                                           -------------------------------------
                                   Title:  SVP/Chief Financial Officer
                                           -------------------------------------


                                   LEVITZ SHOPPING SERVICE, a Florida
                                   corporation



                                   By:     /s/ MICHAEL E. MCCREERY
                                           -------------------------------------
                                   Name:   Michael E. McCreery
                                           -------------------------------------
                                   Title:  SVP/Chief Financial Officer
                                           -------------------------------------


                                   LEVITZ FURNITURE COMPANY OF THE MIDWEST,
                                   INC., a Colorado corporation

                                   By:     /s/ MICHAEL E. MCCREERY
                                           -------------------------------------
                                   Name:   Michael E. McCreery
                                           -------------------------------------
                                   Title:  SVP/Chief Financial Officer
                                           -------------------------------------


                                   LEVITZ FURNITURE COMPANY OF THE PACIFIC,
                                   INC., a California corporation

                                   By:     /s/ MICHAEL E. MCCREERY
                                           -------------------------------------
                                   Name:   Michael E. McCreery
                                           -------------------------------------
                                   Title:  SVP/Chief Financial Officer
                                           -------------------------------------


                                   LEVITZ FURNITURE COMPANY OF WASHINGTON,
                                   INC., a Washington corporation


                                   By:     /s/ MICHAEL E. MCCREERY
                                           -------------------------------------
                                   Name:   Michael E. McCreery
                                           -------------------------------------
                                   Title:  SVP/Chief Financial Officer
                                           -------------------------------------


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<PAGE>

                                   LEVITZ FURNITURE COMPANY OF THE MIDWEST
                                   REALTY, INC., a Colorado corporation

                                   By:     /s/ MICHAEL E. MCCREERY
                                           -------------------------------------
                                   Name:   Michael E. McCreery
                                           -------------------------------------
                                   Title:  SVP/Chief Financial Officer
                                           -------------------------------------


                                   LEVITZ FURNITURE COMPANY OF THE PACIFIC
                                   REALTY, INC., a California corporation

                                   By:     /s/ MICHAEL E. MCCREERY
                                           -------------------------------------
                                   Name:   Michael E. McCreery
                                           -------------------------------------
                                   Title:  SVP/Chief Financial Officer
                                           -------------------------------------


                                   LEVITZ FURNITURE COMPANY OF WASHINGTON
                                   REALTY, INC., a Washington corporation

                                   By:     /s/ MICHAEL E. MCCREERY
                                           -------------------------------------
                                   Name:   Michael E. McCreery
                                           -------------------------------------
                                   Title:  SVP/Chief Financial Officer
                                           -------------------------------------


                                   JOHN M. SMYTH COMPANY, an Illinois
                                   corporation


                                   By:     /s/ MICHAEL E. MCCREERY
                                           -------------------------------------
                                   Name:   Michael E. McCreery
                                           -------------------------------------
                                   Title:  SVP/Chief Financial Officer
                                           -------------------------------------


                                   JOHN M. SMYTH REALTY COMPANY, an Illinois
                                   corporation


                                   By:     /s/ MICHAEL E. MCCREERY
                                           -------------------------------------
                                   Name:   Michael E. McCreery
                                           -------------------------------------
                                   Title:  SVP/Chief Financial Officer
                                           -------------------------------------



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<PAGE>

                                   LEVITZ FURNITURE COMPANY OF MASSACHUSETTS,
                                   INC., a Massachusetts corporation

                                   By:     /s/ MICHAEL E. MCCREERY
                                           -------------------------------------
                                   Name:   Michael E. McCreery
                                           -------------------------------------
                                   Title:  SVP/Chief Financial Officer
                                           -------------------------------------







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<PAGE>

                                   AGENT:

                                   BT COMMERCIAL CORPORATION, in its capacity
                                   as Agent


                                   By:     /s/ DEAN J. WHALEN
                                           -------------------------------------
                                   Name:   Dean J. Whalen
                                           -------------------------------------
                                   Title:  Associate
                                           -------------------------------------


                                   REVOLVING LENDERS:

                                   BT COMMERCIAL CORPORATION, a Delaware
                                   corporation in its respective capacities as
                                   Revolving Lender and Collateral Agent


                                   By:     /s/ DEAN J. WHALEN
                                           -------------------------------------
                                   Name:   Dean J. Whalen
                                           -------------------------------------
                                   Title:  Associate
                                           -------------------------------------


                                   FINOVA CAPITAL CORPORATION, in its capacity
                                   as Revolving Lender


                                   By:     /s/ GERARD C. WORDELL
                                           -------------------------------------
                                   Name:   Gerard C. Wordell
                                           -------------------------------------
                                   Title:  Authorized Signer
                                           -------------------------------------

                                   HELLER FINANCIAL, INC., in its capacity as
                                   Revolving Lender


                                   By:     /s/ DENNIS GRAHAM
                                           -------------------------------------
                                   Name:   Dennis Graham
                                           -------------------------------------
                                   Title:  Assistant Vice President
                                           -------------------------------------


                                   LA SALLE NATIONAL BANK ASSOCIATION, in its
                                   capacity as Revolving Lender


                                   By:     /s/ CHRISTOPHER G. CLIFFORD
                                           -------------------------------------
                                   Name:   Christopher G. Clifford
                                           -------------------------------------
                                   Title:  Sr. VP
                                           -------------------------------------



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                                   TRANSAMERICA BUSINESS CREDIT CORPORATIONN,
                                   in its capacity as Revolving Lender

                                   By:     /s/ R. L. HEINZ
                                           -------------------------------------
                                   Name:   R. L. Heinz
                                           -------------------------------------
                                   Title:  Senior Vice President
                                           -------------------------------------


                                   GMAC BUSINESS CREDIT L.L.C., in its
                                   capacity as Revolving Lender


                                   By:     /s/ THOMAS BRENT
                                           -------------------------------------
                                   Name:   Thomas Brent
                                           -------------------------------------
                                   Title:  Vice President
                                           -------------------------------------


                                   OVERADVANCE TERM LENDER:

                                   M.D. SASS CORPORATE RESURGENCE PARTNERS,
                                   L.P.


                                   By:     /s/ ROBERT T. SYMINGTON
                                           -------------------------------------
                                   Name:   Robert T. Symington
                                           -------------------------------------
                                   Title:  Senior Vice President
                                           -------------------------------------



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