EXHIBIT NO. 10.66

               TWELFTH AMENDMENT TO POSTPETITION CREDIT AGREEMENT

         THIS TWELFTH AMENDMENT TO POSTPETITION CREDIT AGREEMENT, dated as of
August [__], 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 "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, restated,
supplemented or otherwise modified from time to time, the "CREDIT AGREEMENT"),
among the Borrowers, the Lenders and the Agent.

                             PRELIMINARY STATEMENTS:

         A. The 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 2 is satisfied
by the Borrowers (the "CLOSING DATE"), the Credit Agreement is amended as
follows:

         1.1 Article 2C to the Credit Agreement is hereby amended and restated
in its entirety to read as follows:

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                        ARTICLE 2C. OVERADVANCE TERM LOAN

                  Subject to the terms and conditions set forth in this Credit
         Agreement, and in reliance on the representations and warranties of the
         Borrowers set forth herein, from time to time prior to the Overadvance
         Maturity Date and upon receipt of notice from the Agent that Excess
         Availability is less than $12,000,000 (which amount shall include the
         amount set forth in subsection (d) in the definition of Borrowing
         Base), the Overadvance Term Lender will make term loans (each an
         "Overadvance Term Loan") to the Borrowers, as soon as reasonably
         practicable and in no event more than 10 Business Days after receiving
         notice from the Agent, each in the original principal amount of
         $10,000,000. In no event may more than one Overadvance Term Loan be
         outstanding at any time. Notwithstanding anything to the contrary
         contained in Section 4.7B and Section 4.11 and provided that no Default
         or Event of Default then exists, Borrowers shall repay the principal
         amount of any Overadvance Term Loan in the event that Excess
         Availability is equal to or greater than $18,000,000 for the five (5)
         consecutive Business Days prior to the date of such prepayment. The
         proceeds of each Overadvance Term Loan will be immediately deposited
         with the Agent and, notwithstanding the provisions of Section 4.11,
         will be applied by the Agent to pay down the outstanding principal of
         the Revolving Loans on such date. Each Overadvance Term Loan shall be
         evidenced by an Overadvance Term Note and shall be governed in all
         respects by the terms of this Credit Agreement and the other Credit
         Documents.

         1.2 The definition of "Borrowing Base" contained in Section 1.1 of the
Credit Agreement is hereby amended and restated in its entirety to read as
follows:

         Borrowing Base means, at any time, the sum at such time of:

                  (a)      the Fixed Asset Sublimit (which may be a negative
         number), plus

                  (b)      eighty-five percent (85%) of Eligible Accounts
         Receivable, plus

                  (c) seventy-five percent (75%) of Eligible Inventory; provided
         that the foregoing percentage may be adjusted by the Agent in the
         exercise of its Permitted Discretion based upon appraisals of the
         Borrowers' inventory prepared from time to time at the Agent's or the
         Majority Lenders' direction, plus

                  (d) solely for the purposes of accepting the borrowing of the
         Overadvance Term Loans, $10,000,000 (the "Overadvance Term Loan
         Amount"); provided, that, effective as of the earlier to occur of (i)
         ten (10) Business Days after the date on which the Overadvance Term
         Lender receives notice from the Agent that Excess Availability is less
         than $12,000,000 or (ii) the date on which the proceeds of an
         Overadvance Term Loan are received by the Agent for the account of the
         Debtors, the Overadvance Term Loan Amount will be automatically reduced
         to zero (-0-); and provided further, that (I) in the event that the
         principal amount of any Overadvance Term Loan is repaid as contemplated
         under Article 2C, the Overadvance Term Loan Amount will automatically
         be reestablished at $10,000,000 and (ii) notwithstanding anything to
         the contrary contained in this Agreement or any of the other Credit
         Documents, (x) only the Overadvance Term Lender shall have any
         obligation to fund an Overadvance Term Loan and (y) prior to any date
         on which the Overadvance Term Loan Amount is reduced to zero pursuant
         to the initial proviso to this paragraph (d), the Revolving Lenders
         shall have no obligation whatsoever to make any Revolving Loan or other
         extension of credit under this Agreement to the extent that,
         immediately

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<PAGE>

         before or after giving effect to such Revolving Loan or extension of
         credit, Excess Availability is less than $10,000,000, less

                  (e) the aggregate amount of the Borrowers' allowed
         professional fees and disbursements to which the Postpetition
         Obligations and the Prepetition Obligations may be subordinated
         pursuant to the Interim Financing Order and the Permanent Financing
         Order following a Default or an Event of Default;

         provided, that so long as the LFC Funds Administrator has delivered a
         current Borrowing Base Certificate to the Agent in accordance with the
         requirements of Section 7.2, the Agent may rely on such Borrowing Base
         Certificate for purposes of computing the amounts referred to in
         clauses (b) and (c) above.

         In addition, the Agent, in the exercise of its Permitted Discretion,
         may (i) establish and increase or decrease reserves against Eligible
         Accounts Receivable and Eligible Inventory, (ii) reduce the advance
         rates provided for in this definition, or restore such advance rates to
         any level equal to or below the advance rates in effect as of the date
         of this Credit Agreement, and (iii) impose additional restrictions (or
         eliminate the same) to the standards of eligibility set forth in the
         definitions of "Eligible Accounts Receivable" and "Eligible Inventory."
         Notwithstanding anything herein to the contrary, on and subsequent to
         the close of the Sale/Leaseback Transaction, the Agent will not
         increase the advance rates without receiving prior consent of the
         Majority Term Lenders and the Overadvance Term Lender.

         1.3      Section 4.7B of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:

         4.7B     No Permitted Prepayment of Overadvance Term Loan.

                  Until payment in full of all Postpetition Obligations in
         respect of Revolving Loans, Term Loans and Letter of Credit Obligations
         and termination of the Revolving Commitments pursuant to the provisions
         hereof, and except as provided in Article 2C with respect to the
         repayment of any Overadvance Term Loans in the event that Excess
         Availability is equal to or greater than $18,000,000 for five (5)
         consecutive Business Days, the Borrowers may not prepay or make any
         other payment or distribution of any kind (in cash, securities or
         otherwise but excluding payments of accrued and unpaid interest, fees
         and expenses) in respect of or in connection with the Overadvance Term
         Loan at any time in whole or in part and all such principal amounts
         otherwise distributable in respect of or in connection with the
         Overadvance Term Loan shall be paid to the Agent for allocation to the
         Postpetition Obligations in respect of Revolving Loans, Letters of
         Credit Obligations and Term Loans as provided herein until all such
         obligations are indefeasibly paid in full in cash and the Revolving
         Commitments are fully terminated.

         1.4      Section 7.2(a) of the Credit Agreement is hereby amended by
adding the following sentence at the end thereof:

         The Borrowers shall also deliver a copy of each Borrowing Base
         Certificate to the Overadvance Term Lender on or prior to the times
         required for such delivery to the Agent hereunder.

         1.5      Section 9.2B of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:

         9.2B Acceleration of Postpetition Obligations in Respect of Overadvance
Term Loan

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<PAGE>

                  Upon the earlier of (i) the Overadvance Maturity Date or (ii)
         the occurrence and during the continuance of any Event of Default under
         Section 9.1(a), by reason of the Borrowers' failure to make any payment
         of interest on the Overadvance Term Loan when the same shall become
         payable, then, without prejudice to the rights of the Agent or
         Overadvance Term Lender to enforce its claims against the Borrowers,
         upon notice from the Overadvance Term Lender to the LFC Funds
         Administrator and the Agent, all Postpetition Obligations in respect of
         the Overadvance Term Loan shall be immediately due and payable without
         presentment, demand, protest or any other action or obligation of the
         Agent or Overadvance Term Lender; provided, that, notwithstanding the
         foregoing, the Overadvance Term Lender may not accelerate the maturity
         of the Overadvance Term Loan pursuant to this Section 9.2B nor exercise
         any rights or remedies with respect hereto nor cause the Agent to
         exercise any rights or remedies on behalf of the Overadvance Term
         Lender with respect hereto (other than to enforce its rights under
         Article 2C or Section 4.11(a) in accordance with the terms hereof)
         until all Postpetition Obligations owing to the Revolving Lenders and
         the Term Lenders have been indefeasibly paid in full and the Revolving
         Commitments and Term Commitments have been terminated. In addition, the
         Overadvance Term Lender, acting in its capacity as Overadvance Term
         Lender agrees that it shall be bound by all, and shall not object to
         any, modifications, extensions of maturity and amendments to the Credit
         Agreement executed by the Agent, Lenders, Majority Lenders and/or
         Majority Term Lenders (as applicable) and that none of the same shall
         require advance notice to, or the consent of, any Overadvance Term
         Lender; provided, however, that no such modification, extension, waiver
         or amendment shall (a) extend the maturity date of any portion of the
         principal amount of or interest or fees payable to the Overadvance Term
         Lender, (b) reduce the principal amount of or the rate of interest or
         fees payable on the Overadvance Term Loan, (c) release all or
         substantially all of the Collateral, (d) alter, amend or otherwise
         impair the lien granted hereunder to the Overadvance Term Lender or the
         priority thereof or any priority granted to the Overadvance Term Lender
         under section 364 of the Bankruptcy Code or the Amendment Approval
         Order, (e) alter, amend or otherwise impair the Overadvance Term
         Lender's rights under the Amendment Approval Order, or (f) amend
         Article 2C of this Section 9.2(B).

2.       CONDITIONS PRECEDENT.

                  This Amendment becomes effective upon satisfaction of the
following conditions:

         2.1      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 of the
Amendment Approval Order. In addition, each signatory hereto shall have been
satisfied with the form and substance of the Amendment Approval Order.

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

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

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<PAGE>

3.       REPRESENTATIONS AND WARRANTIES.

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

         3.1      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).

         3.2      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.

         3.3      ENFORCEABILITY. Upon approval by the Bankruptcy Court (as
contemplated by SECTION 2.1), 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.

         3.4      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 2.1), except such consents and approvals as have been
obtained.

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

         4.1      REFERENCES. Upon the effectiveness of this Amendment, or any
part 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 by this Amendment or
any part of this Amendment.

         4.2      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.

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<PAGE>

5.       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.

              [REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

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<PAGE>

6.       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/
                                         ---------------------------------------
                                 Name:
                                         ---------------------------------------
                                 Title:
                                         ---------------------------------------

                                 BORROWERS:

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

                                 By:     /s/
                                         ---------------------------------------
                                 Name:
                                         ---------------------------------------
                                 Title:
                                         ---------------------------------------

                                 LEVITZ FURNITURE INCORPORATED, a Delaware
                                 corporation

                                 By:     /s/
                                         ---------------------------------------
                                 Name:
                                         ---------------------------------------
                                 Title:
                                         ---------------------------------------

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<PAGE>

                                 LEVITZ FURNITURE REALTY CORPORATION, a
                                 Florida corporation

                                 By:     /s/
                                         ---------------------------------------
                                 Name:
                                         ---------------------------------------
                                 Title:
                                         ---------------------------------------

                                 LEVITZ SHOPPING SERVICE, a Florida
                                 corporation

                                 By:     /s/
                                         ---------------------------------------
                                 Name:
                                         ---------------------------------------
                                 Title:
                                         ---------------------------------------

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

                                 By:     /s/
                                         ---------------------------------------
                                 Name:
                                         ---------------------------------------
                                 Title:
                                         ---------------------------------------

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

                                 By:     /s/
                                         ---------------------------------------
                                 Name:
                                         ---------------------------------------
                                 Title:
                                         ---------------------------------------

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

                                 By:     /s/
                                         ---------------------------------------
                                 Name:
                                         ---------------------------------------
                                 Title:
                                         ---------------------------------------

                                       8
<PAGE>

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

                                 By:     /s/
                                         ---------------------------------------
                                 Name:
                                         ---------------------------------------
                                 Title:
                                         ---------------------------------------

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

                                 By:     /s/
                                         ---------------------------------------
                                 Name:
                                         ---------------------------------------
                                 Title:
                                         ---------------------------------------

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

                                 By:     /s/
                                         ---------------------------------------
                                 Name:
                                         ---------------------------------------
                                 Title:
                                         ---------------------------------------

                                 JOHN M. SMYTH COMPANY, an Illinois
                                 corporation

                                 By:     /s/
                                         ---------------------------------------
                                 Name:
                                         ---------------------------------------
                                 Title:
                                         ---------------------------------------

                                 JOHN M. SMYTH REALTY COMPANY, an Illinois
                                 corporation

                                 By:     /s/
                                         ---------------------------------------
                                 Name:
                                         ---------------------------------------
                                 Title:
                                         ---------------------------------------

                                       9
<PAGE>

                                 AGENT:

                                 BT COMMERCIAL CORPORATION, in its capacity
                                 as Agent

                                 By:     /s/ WAYNE D. HILLOCK
                                         ---------------------------------------
                                 Name:   Wayne D. Hillock
                                         ---------------------------------------
                                 Title:  Principal
                                         ---------------------------------------

                                 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:  Principal
                                         ---------------------------------------

                                 FINOVA CAPITAL CORPORATION, in its capacity
                                 as Revolving Lender

                                 By:     /s/ BRIAN RUJAWITZ
                                         ---------------------------------------
                                 Name:   Brian Rujawitz
                                         ---------------------------------------
                                 Title:  AVP
                                         ---------------------------------------

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

                                 By:      /s/ JOHN BUFF
                                          --------------------------------------
                                 Name:    John Buff
                                          --------------------------------------
                                 Title:   SVP
                                          --------------------------------------

                                 LASALLE NATIONAL BANK, in its capacity as
                                 Revolving Lender

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

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<PAGE>

                                 TRANSAMERICA BUSINESS CREDIT CORPORATIONN,
                                 in its capacity as Revolving Lender

                                 By:      /s/
                                          --------------------------------------
                                 Name:
                                          --------------------------------------
                                 Title:
                                          --------------------------------------

                                 GMAC BUSINESS CREDIT L.L.C.

                                 By:      /s/
                                          --------------------------------------
                                 Name:
                                          --------------------------------------
                                 Title:
                                          --------------------------------------

                                 OVERADVANCE TERM LENDER:

                                 M.D. SASS CORPORATE RESURGENCE PARTNERS,
                                 L.P., as Overadvance Term Lender

                                 By:      /s/ Robert T. Simington
                                          --------------------------------------
                                 Name:    Robert T. Simington
                                          --------------------------------------
                                 Title:   Senior Vice President
                                          --------------------------------------

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