EXHIBIT 10.1


                                 AMENDMENT NO. 1

      This Amendment No. 1 (this "Amendment"), dated as of March 31, 1999, is
among Transportation Components, Inc., d/b/a TransCom USA, a Delaware
corporation (the "Borrower"), the Lenders party to the Credit Agreement (defined
below) and The First National Bank of Chicago, as Agent.

                              W I T N E S S E T H:

      WHEREAS, the Borrower, the Lenders and the Agent are parties to that
certain Credit Agreement dated as of June 24, 1998 (the "Credit Agreement") and
the other Loan Documents referred to therein; and

      WHEREAS, the Borrower, the Lenders and the Agent desire to amend the
Credit Agreement in order to amend certain provisions thereof,

      NOW, THEREFORE, in consideration of the premises and the undertakings set
forth herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

      1 . DEFINITIONS. Capitalized terms used herein and not otherwise defined
herein shall have the meanings attributed to them in the Credit Agreement.

      2.  AMENDMENT.  The  first  sentence  of  Section  7.4(B)  of  the  Credit
Agreement is hereby amended to read in its entirety as follows:

                  "(B) TOTAL DEBT TO EBITDA RATIO. The Borrower shall not at any
            time permit the ratio (the "LEVERAGE RATIO") of (i) Total Debt of
            the Borrower and its consolidated Subsidiaries to (ii) EBITDA of the
            Borrower and its consolidated Subsidiaries, to be greater than (x)
            for the fiscal quarters ending March 31, 1999, and June 30, 1999,
            3.25 to 1.00, and (y) for all other fiscal quarters, 3.
            00 to 1. 00. "

      3. REPRESENTATIONS AND WARRANTIES. In order to induce the Agent and the
Lenders to enter into this Amendment, the Borrower hereby represents and
warrants to the Agent and the Lenders as of the date of this Amendment that:

                  (a) There exists no Default or Unmatured Default and the
            execution of this Amendment shall not create a Default or Unmatured
            Default.

                  (b) The representations and warranties contained in Article VI
            of the Credit Agreement are true and correct as of the date of this
            Amendment.

      4. EFFECT ON THE CREDIT AGREEMENT. Except as expressly amended hereby, all
of the representations, warranties, terms, covenants and conditions of the
Credit Agreement and the other Loan Documents (a) shall remain unaltered, (b)
shall continue to be, and shall remain, in full force and effect in accordance
with their respective terms, and (c) are hereby ratified and confirmed in all
respects. Upon the effectiveness of this Amendment, all references in the Credit
Agreement (including references in the Credit Agreement as amended by this
Amendment) to "this Agreement" (and all indirect references such as "hereby",
"herein", "hereof" and "hereunder") shall be deemed to be references to the
Credit Agreement as amended by this Amendment.

      5. LEGAL EXPENSES. The Borrower agrees to reimburse the Agent for
reasonable legal fees and expenses incurred by attorneys for the Agent (who may
be employees of the Agent) in connection with the preparation, negotiation and
consummation of this Amendment and the transactions contemplated herein.
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      6.      MISCELLANEOUS.

                  (a) This Amendment may be executed in counterparts and by the
            different parties hereto on separate counterparts each of which,
            when so executed and delivered, shall be deemed an original, and all
            of which taken together shall constitute one and the same agreement.

                  (b) This Amendment shall be effective as of the date first
            above written; PROVIDED, THAT, the Agent has received executed
            counterparts of this Amendment from the Borrower, the Agent and the
            Required Lenders.

      IN WITNESS WHEREOF, the Borrower, the Agent and the Lenders that sign
below have executed this Amendment as of the date first above written.

                              TRANSPORTATION COMPONENTS, INC.,
                              as the Borrower


                              By:     /s/ MAC MCCONNELL
                                    Name:  Mac McConnell
                                    Title: Senior Vice President & CFO


                              THE FIRST NATIONAL BANK OF CHICAGO,
                              as Agent and as a Lender



                              By:     /s/ CORY M. OLSEN
                                    Name:  Cory M. Olsen
                                    Title:  Executive Vice President


                              SOUTHTRUST BANK, NATIONAL ASSOCIATION


                              By:     /s/ DANIEL GORMAN, JR.
                                    Name:  Daniel Gorman, Jr.
                                    Title:  Vice President



                           NATIONSBANK OF TEXAS, N.A.


                              By:     /s/ RICHARD L. NICHOLS, JR.
                                    Name:  Richard L. Nichols, Jr.
                                    Title:  Vice President


                              UNION BANK OF CALIFORNIA, N.A.


                              By:     /s/ J. SCOTT JESSUP
                                    Name:  J. Scott Jessup
                                    Title:  Vice President