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                                                             EXHIBIT 10(w)

[LOGO]  BT COMMERCIAL CORPORATION
        14 Wall Street, 3rd Floor, New York, New York 10005  



JEFF OGDEN
Senior Vice President                       Mailing Address:                    
Tel: 212-618-2609                           P.O. Box 318, Church Street Station 
Fax: 212-618-2630                           New York, New York 10008            
                                            




                                October 29, 1997

Safety 1st, Inc.
210 Boylston Street
Chestnut Hill, MA 02167
Attention: Richard Wenz

          Re:  Credit Agreement dated as of July 30, 1997
               ------------------------------------------

Gentlemen:

     Reference is made to the Credit Agreement dated as of July 30, 1997 (as
amended, supplemented or otherwise modified from time to time, the "Credit
Agreement"; capitalized terms used herein and not otherwise defined herein
shall,
have the meaning ascribed to such terms in the Credit Agreement) among Safety
1st, Inc. and Safety 1st Home Products Canada, Inc., as borrowers (collectively,
the "Borrowers"), each of the financial institutions from time to time parties
thereto, as lenders (the "Lenders"), BT Commercial Corporation, as agent (the
"Agent"), and Bankers Trust Company, as Issuing Bank (the "Issuing Bank").

     Section 7.2(q) of the Credit Agreement provides that the Borrowers and
their respective Subsidiaries shall not, at any time when Revolving Loans are
outstanding, maintain more than $100,000 in the aggregate in deposit accounts.
You have requested that the Lenders amend Section 7.2(q) to permit the Borrowers
and their respective Subsidiaries to maintain up to $200,000 in the aggregate in
deposit accounts.

     In accordance with Section 10.11 of the Credit Agreement, the Borrowers and
the Majority Lenders hereby amend Section 7.2(q) of the Credit Agreement by
deleting "$100,000" and substituting therefor "$200,000."

     Except as expressly provided herein, all of the terms and provisions of the
Credit Agreement and the other Credit Documents are ratified and confirmed and
shall remain


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Safety 1st, Inc.
October 29, !997
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in full force and effect. This letter shall not be deemed to constitute a waiver
or modification by the Lenders of any other provision of the Credit Agreement
or any other Credit Document.

     This letter may be executed in 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. Any signature executed by a party
and delivered by facsimile transmission shall be deemed to be an original
signature hereto. This letter will not be effective until a fully executed copy
is received by the Agent.


                                   BT COMMERCIAL CORPORATION



                                   By: /s/ Frederic W. Thomas
                                      -----------------------------------------
                                      Name: Frederic W. Thomas
                                      Title: V.P.


ACKNOWLEDGED AND CONSENTED TO:

SAFETY 1ST HOME PRODUCTS CANADA, INC.


By: /s/ Richard E. Wenz
   ---------------------------------
   Name: Richard E. Wenz
   Title: V.P.



SAFETY 1ST, INC.


By: /s/ Richard E. Wenz
   ---------------------------------
   Name: Richard E. Wenz
   Title: President


cc: Curt R. Feuer, Esq.