EXHIBIT NUMBER 10.49

                  SECOND AMENDMENT AND CONSENT TO POSTPETITION
                                CREDIT AGREEMENT

         THIS SECOND AMENDMENT AND CONSENT, dated as of December 30, 1997 (this
"Amendment") to the POSTPETITION CREDIT AGREEMENT dated as of September 5, 1997
(the "Credit Agreement"), is among LEVITZ FURNITURE INCORPORATED, a Delaware
corporation and a debtor and debtor in possession ("LFI"), LEVITZ FURNITURE
COMPANY, 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 ("LFR"), LEVITZ SHOPPING SERVICE, INC., a Florida
corporation and a debtor and debtor in possession ("LSS"), LEVITZ FURNITURE
COMPANY OF THE MIDWEST, INC., a Colorado corporation and a debtor and debtor in
possession ("LFC Midwest"), LEVITZ FURNITURE COMPANY OF THE PACIFIC, INC., a
California corporation and a debtor and debtor in possession ("LFC Pacific"),
LEVITZ FURNITURE COMPANY OF WASHINGTON, INC., a Washington corporation and a
debtor and debtor in possession ("LFC Washington") LEVITZ FURNITURE COMPANY OF
THE MIDWEST REALTY, INC., a Colorado corporation and a debtor and debtor in
possession ("LFC Midwest Realty"), LEVITZ FURNITURE COMPANY OF THE PACIFIC
REALTY, INC., a California corporation and a debtor and a debtor in possession
("LFC Pacific Realty"), LEVITZ FURNITURE COMPANY OF WASHINGTON REALTY, INC., a
Washington corporation and debtor and a debtor in possession ("LFC Washington
Realty"), JOHN M. SMYTH COMPANY, an Illinois corporation and a debtor and debtor
in possession ("JMS") and JOHN M. SMYTH REALTY COMPANY, an Illinois corporation
and a debtor and debtor in possession ("JMS Realty") (LFI, LFC, LFR, LSS, LFC
Midwest, LFC Pacific, LFC Washington, LFC Midwest Realty, LFC Pacific Realty,
LFC Washington Realty, JMS and JMS Realty sometimes hereinafter individually
called a "Borrower" and collectively called the "Borrowers"); each Revolving
Lender and Term Lender signatories hereto (collectively the "Lenders"), and BT
COMMERCIAL CORPORATION, a Delaware corporation (in its individual capacity,
hereinafter called "BTCC"), acting in its capacity as agent for the Lenders (in
such capacity, together with its successors in such capacity, hereinafter called
the "Agent"). Capitalized terms used in this Amendment and not otherwise defined
have the meanings assigned such terms in the Credit Agreement.

                             PRELIMINARY STATEMENTS:

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

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

         C. The Lenders and the Agent have agreed to amend the Credit Agreement
as requested on the terms and conditions set forth in this Amendment.

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

         1. AMENDMENTS TO CREDIT AGREEMENT.

         1.1 Section 1.1 of the Credit Agreement is hereby amended by deleting
the definition of "Permitted Prepetition Claim Payment" in its entirety and
replacing it as follows:

         PERMITTED PREPETITION CLAIM PAYMENT means any payment, approved by an
order of the Bankruptcy Court (as adequate protection or otherwise) on account
of any Claim arising or deemed to have arisen prior to the Petition Date in
respect of (i) prepetition real estate taxes not to exceed $1,200,000 (ii)
prepetition employee wages, salaries, sick pay, vacation pay (including
"personal days"), holiday pay, and other accrued compensation; (iii)

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obligations to reimburse prepetition employee business expenses (including
travel, lodging, moving, and relocation expenses); (iv) obligations to make
payments for which employee payroll deductions were made; (v) obligations to
make prepetition contributions and pay benefits under employee benefit plans;
(vi) all costs and expenses incident to the payments and contributions described
in (i) through (v) (including payroll-related taxes and processing costs); (vii)
obligations to customers incurred in the ordinary course of business (including
honoring obligations arising from deposits, prepayments, gift certificates,
warranties, refunds, returns, exchanges and other credit balances); (viii)
obligations under the Borrowers' or any Subsidiary's self-insured workers'
compensation program; (ix) amounts owed to department lessees and licensees in
the ordinary course of Borrowers' or any Subsidiary's business; (x) amounts owed
to certain individuals or entities who, although not employees of Borrowers, (I)
provide ongoing vital services to Borrowers on a regular and recurring basis,
(II) are paid for the services they perform for Borrowers directly by Borrowers
and not by any agency (such as an employment agency), and (III) perform services
that, with respect to Borrowers, are performed by employees; (xi) amounts owed
to certain individuals or entities that (I) provide services to Borrowers'
customers on behalf of Borrowers, (II) have direct contact with Borrowers'
customers or take possession of customers' goods or property, (III) the
customers believe are employees of Borrowers, and (IV) are compensated by
Borrowers, who, in turn, receive customer payments for those services; (xii) the
claims of all contractors that have given or could give rise to mechanics' or
materialmen's liens against property of Borrowers or any Subsidiary, (xiii)
employee withholding taxes, sales, use and exise and other similar trust fund
amounts.

         1.2 Section 7.1(e) of the Credit Agreement is hereby amended by
deleting clause (ii) in its entirety and replacing it as follows:

                  (ii) statement of operations and statements of cash flows for
the same periods in the prior year;

         1.3 Sections 7.1, 7.2 and 7.3 of the Credit Agreement are hereby
amended by deleting the term "chief executive officer or chief financial
officer" and replacing such term with "chief executive officer, chief financial
officer or treasurer."

         1.4 Section 8.2 of the Credit Agreement is hereby amended by deleting
the term "$5,000,000"  and replacing such term with the term "$8,300,000."

         2.       CONSENT.

         The Agent and the Lenders hereby consent to the asset purchase
agreement dated as of December 15, 1997 (the "Asset Purchase Agreement") between
LFC, Smyth and Heilig-Meyers Company ("Heilig-Meyers") whereby substantially all
of the assets of Smyth will be sold to Heilig-Meyers and agree that the Asset
Purchase Agreement and the transactions contemplated thereby will not constitute
an Event of Default under the Credit Agreement or any of the other Credit
Documents.

         3.       CONDITIONS PRECEDENT.

         This Amendment shall become effective upon satisfaction of the
following condition:

                  The Agent shall have received ten (10) copies of this
Amendment, duly executed by the LFC Funds Administrator, each of the Borrowers,
and each of the Lenders.

         4.       REPRESENTATIONS AND WARRANTIES.

         Each of the Borrowers hereby represents and warrants to each of the
Agents and Lenders that, after giving effect to this Amendment:

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                  (a) 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);

                  (b) no Default or Event or Default has occurred which has not
         been waived (or, in the case of an Event of Default, cured) pursuant to
         the terms of the Credit Agreement;

                  (c) this Amendment, and the Credit Agreement as amended
         hereby, constitute legal, valid and binding obligations of the LFC
         Funds Administrator and each of the Borrowers and are enforceable
         against such Persons in accordance with their respective terms; and

                  (d) 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,
         except such consents and approvals as shall have been obtained.

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

                  5.1 Upon the effectiveness of this Amendment, each reference
         in the Credit 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" shall mean and be a
         reference to the Credit Agreement as amended hereby.

                  5.2 Except as expressly set forth herein, (i) the execution
         and delivery of this Amendment shall in no way affect any of the
         respective rights, powers or remedies of the Agent or any of the
         Lenders with respect to any Event of Default nor constitute a waiver of
         any provision of the Credit Agreement or any of the other Credit
         Documents and (ii) all of the terms and conditions of the Credit
         Agreement, the other Credit Documents and all other documents,
         instruments, amendments and agreements executed and/or delivered by the
         Borrowers and/or the LFC Funds Administrator pursuant thereto or in
         connection therewith shall remain in full force and effect and are
         hereby ratified and confirmed in all respects. The execution and
         delivery of this Amendment by the Agent and each of the Lenders shall
         in no way obligate the Agent or any of the Lenders at any time
         hereafter to consent to any other amendment or modification of any term
         of 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 SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS AND DECISIONS OF THE STATE OF NEW YORK.

                  7. HEADINGS. Section headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose.

                  8. COUNTERPARTS. 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.

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       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/  SHEILA C. REINKEN
                                     Name:     SHEILA C. REINKEN
                                     Title:    VICE PRESIDENT


                                     BORROWERS:

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


                                     By:  /S/  SHEILA C. REINKEN
                                     Name:     SHEILA C. REINKEN
                                     Title:    VICE PRESIDENT


                                     LEVITZ FURNITURE INCORPORATED, a Delaware
                                     corporation


                                     By:  /S/  SHEILA C. REINKEN
                                     Name:     SHEILA C. REINKEN
                                     Title:    VICE PRESIDENT


                                     LEVITZ FURNITURE REALTY CORPORATION, a
                                     Florida corporation


                                     By:  /S/  SHEILA C. REINKEN
                                     Name:     SHEILA C. REINKEN
                                     Title:    VICE PRESIDENT


                                     LEVITZ SHOPPING SERVICE, INC., a Florida
                                     corporation


                                     By:  /S/  SHEILA C. REINKEN
                                     Name:     SHEILA C. REINKEN
                                     Title:    VICE PRESIDENT

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


                                       By:  /S/  SHEILA C. REINKEN
                                       Name:     SHEILA C. REINKEN
                                       Title:    VICE PRESIDENT


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


                                       By:  /S/  SHEILA C. REINKEN
                                       Name:     SHEILA C. REINKEN
                                       Title:    VICE PRESIDENT


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


                                       By:  /S/  SHEILA C. REINKEN
                                       Name:     SHEILA C. REINKEN
                                       Title:    VICE PRESIDENT


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


                                       By:  /S/  SHEILA C. REINKEN
                                       Name:     SHEILA C. REINKEN
                                       Title:    VICE PRESIDENT


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


                                       By:  /S/  SHEILA C. REINKEN
                                       Name:     SHEILA C. REINKEN
                                       Title:    VICE PRESIDENT


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


                                       By:  /S/  SHEILA C. REINKEN
                                       Name:     SHEILA C. REINKEN
                                       Title:    VICE PRESIDENT

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                                         JOHN M. SMYTH COMPANY, an Illinois
                                         corporation


                                         By:  /S/  SHEILA C. REINKEN
                                         Name:     SHEILA C. REINKEN
                                         Title:    VICE PRESIDENT


                                         JOHN M. SMYTH REALTY COMPANY, an
                                         Illinois corporation


                                         By:  /S/  SHEILA C. REINKEN
                                         Name:     SHEILA C. REINKEN
                                         Title:    VICE PRESIDENT


                                         AGENT:

                                         BT COMMERCIAL CORPORATION, in its
                                         capacity as Agent


                                         By:  /S/  WAYNE D. HILLOCK
                                         Name:     WAYNE D. HILLOCK
                                         Title:    SR. VICE PRESIDENT


                                         REVOLVING LENDERS:

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


                                         By:  /S/  WAYNE D. HILLOCK
                                         Name:     WAYNE D. HILLOCK
                                         Title:    SR. VICE PRESIDENT


                                         CARGILL FINANCIAL SERVICES CORPORATION,
                                         in its capacity as Revolving Lender


                                         By:  /S/  PATRICK J. HALLORAN
                                         Name:     PATRICK J. HALLORAN
                                         Title:    VICE PRESIDENT


                                         FINOVA CAPITAL CORPORATION, it its
                                         capacity as Revolving Lender


                                         By:  /S/  BRIAN RUIAWITZ
                                         Name:     BRIAN RUIAWITZ
                                         Title:    ASSISTANT VICE PRESIDENT

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


                                         By:  /S/  DWAYNE  L. COKER
                                         Name:     DWAYNE L. COKER
                                         Title:    VICE PRESIDENT


                                         LASALLE NATIONAL BANK, in its capacity
                                         as Revolving Lender


                                         By:  /S/  CHRISTOPHER G. CLIFFORD
                                         Name:     CHRISTOPHER G. CLIFFORD
                                         Title:    SENIOR VICE PRESIDENT


                                         CONGRESS FINANCIAL CORPORATION
                                         (CENTRAL), in its capacity as Revolving
                                         Lender


                                         By:
                                         Name:
                                         Title:


                                         TRANSAMERICA BUSINESS CREDIT
                                         CORPORATION, in its capacity as
                                         Revolving Lender


                                         By:  /S/  ROBERT HEINZ
                                         Name:     ROBERT HEINZ
                                         Title:    SENIOR VICE PRESIDENT


                                         SILVER OAK CAPITAL L.L.C., in its
                                         capacity as Revolving Lender


                                         By:  /S/  JEFFREY H. ARONSON
                                         Name:     JEFFREY H. ARONSON
                                         Title:    AUTHORIZED SIGNATORY


                                         NATIONSCREDIT COMMERCIAL CORPORATION,
                                         THROUGH ITS NATIONSCREDIT COMMERCIAL
                                         FUNDING DIVISION; in its capacity as
                                         Revolving Lender


                                         By:  /S/  ROBERT BELLISH
                                         Name:     ROBERT BELLISH
                                         Title:    VICE PRESIDENT

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                                         TERM LENDER:

                                         SILVER OAK CAPITAL L.L.C., in its
                                         capacity as Term Lender


                                         By:  /S/  JEFFREY H. ARONSON
                                         Name:     JEFFREY H. ARONSON
                                         Title:    AUTHORIZED SIGNATORY


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