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                                                                  EXHIBIT 10.12b


                                SECOND AMENDMENT
                                       TO
                     AMENDED AND RESTATED CREDIT AGREEMENT


     This Second Amendment to Amended and Restated Credit Agreement (this
"Amendment"), made and entered into effective as of December 29, 1995, by and
among O'Sullivan Industries, Inc., a Delaware corporation ("Industries"),
O'Sullivan Industries Holdings, Inc., a Delaware corporation ("Holdings"), The
Boatmen's National Bank of St. Louis, a national banking association and
Wachovia Bank of Georgia, N.A., a national banking association (each a "Lender"
and together, "Lenders"), and The Boatmen's National Bank of St. Louis, as
agent ("Agent").

                                   Recitals:

A.   Borrower and Lenders have entered into that certain Amended and Restated
     Credit Agreement dated as of November  22, 1994, as amended by that First
     Amendment thereto dated as of May 15, 1995 (as it may be further amended,
     restated, extended, renewed, replaced, or otherwise modified from time to
     time, the "Loan Agreement") pursuant to which Lenders have extended
     certain credit facilities to Borrower.

B.   Borrower and Lenders desire, upon the terms and conditions set forth
     herein, to amend the Loan Agreement as provided herein.

     In consideration of the mutual covenants and promises contained herein and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Borrower and Lenders hereby agree as follows:

1.   DEFINITIONS.  All capitalized terms used and not otherwise defined herein 
shall have the meanings given them in the Loan Agreement.

2.   AMENDMENT TO LOAN AGREEMENT.

     2.1.     ULTIMATE REVOLVING MATURITY DATE.  The words "December 31, 1996" 
in the first sentence of Section 2.1.1 of the Loan Agreement are hereby deleted 
and the following is substituted in lieu thereof: "December 31, 1997".

     2.2.     DEFINITION OF ADJUSTED LIBO RATE.  Section 3.3 of the Loan 
Agreement is hereby amended by deleting the last row of the table and 
substituting the following two rows in lieu thereof (the column on the left 
refers to the ratio of Holdings' consolidated Funded Debt to EBITDA and the 
column on the right refers to the LIBO Increment):


   "Less than or equal to 2.75 to 1.0 and more than 2.5 to 1.0          1.40%

   Greater than 2.75 to 1.0                                             1.75%"


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      2.3.     IRB LC FEE.  Section 4.4 of the Loan Agreement is hereby amended 
by deleting the first sentence thereof in its entirety and substituting in lieu
thereof the following:

      "Borrower shall pay to Agent for the account of Lenders in accordance
      with their Prorata Shares an "IRB LC Fee" for the IRB Letter of Credit
      issued by Agent that shall be calculated by applying the quarterly
      equivalent of 1% per annum to the aggregate undrawn amount thereof;
      provided however, that for each day on which the ratio of Holdings'
      consolidated Funded Debt to EBITDA is greater than 2.75 to 1.00, the rate
      at which the IRB LC Fee shall accrue shall be the quarterly equivalent of
      1.75% per annum of the aggregate undrawn amount of the IRB Letter of
      Credit; and provided further, that for each day on which an Event of
      Default exists and is continuing, the rate at which the IRB LC Fee shall
      accrue shall be the quarterly equivalent of 3% per annum of the aggregate
      undrawn amount of the IRB Letter of Credit."

      2.4.     FINANCIAL COVENANTS.  Section 15.2 of the Loan Agreement is 
hereby deleted in its entirety and replaced by the Section 15.2 set forth 
below.  If, however, the two Note Purchase Agreements dated as of May 15, 1995 
between Borrower and each of New York Life Insurance Company and New York Life  
Insurance and Annuity Corporation respectively have not been amended prior to 
March 30, 1996 to change the financial covenant sections therein which are the  
equivalent of the financial covenant in Section 15.2 of the Loan Agreement, 
such that the ratios therein are equal to or higher than the ratios in the 
amended covenant herein, then this amendment to Section 15.2 shall be 
retroactively void and of no effect as if such amendment had never occurred.

      "15.2    MAXIMUM INDEBTEDNESS.  The ratio of Holdings' consolidated
      Indebtedness for borrowed money to its EBITDA, calculated on the dates
      specified in the table below on the basis of the twelve fiscal months
      then ended, shall not exceed the ratio set forth opposite such date:


<TABLE>
                       <S>                   <C>
                       December 31, 1995     3.50 to 1.0

                       March 31, 1996        3.50 to 1.0

                       June 30, 1996         3.00 to 1.0

                       Each date thereafter  2.75 to 1.0"
</TABLE>


      2.5.     DISCLOSURE SCHEDULE.  Exhibit 11 to the Loan Agreement is hereby 
deleted in its entirety and Exhibit 11, attached hereto and incorporated herein 
by this reference, is substituted in lieu thereof.

3.    REPRESENTATIONS AND WARRANTIES OF BORROWER.  Borrower hereby represents
and warrants to Lenders that (i) no consents are necessary from any third
parties for Borrower's execution, delivery or performance of this Amendment,
(ii) this Amendment constitutes the legal, valid and binding obligation of
Borrower, enforceable against Borrower in accordance with its terms, except to
the extent that the enforceability thereof against Borrower may be limited by
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or
similar laws affecting the enforceability of creditors' rights generally or by
equitable principles of general application (whether considered in an action at
law or in equity), (iii) except as disclosed on the disclosure schedule
attached to this Amendment as Exhibit 11, all of the representations and
warranties contained in Section 11 of the Loan Agreement, as amended by this
Amendment, are true and correct in all material respects with the same force
and effect as if made on and as of the date of this

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Amendment, and (iv) there exists no Default or Event of Default under the Loan
Agreement, as amended by this Amendment.

4.    EFFECT ON LOAN DOCUMENTS.  Except as specifically amended hereby, the Loan
Documents shall remain in full force and effect and are hereby ratified and
confirmed in all respects.  The execution, delivery and effectiveness of this
Amendment shall not operate as a waiver of any right, power or remedy of
Lenders under the Loan Documents, nor constitute a waiver of any provision of
the Loan Documents except as specifically set forth herein.  Upon the
effectiveness of this Amendment, each reference in the Loan Agreement to "the
Agreement", "hereunder", "hereof", "herein", or words of like import, shall
mean and be a reference to the Loan Agreement, as amended hereby.

5.    REAFFIRMATION.  Borrower hereby ratifies, affirms, acknowledges, and
agrees that the Loan Agreement (as amended by this Amendment) represents the
valid, enforceable and collectible obligations of Borrower, except to the
extent that the enforceability thereof against Borrower may be limited by
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or
similar laws affecting the enforceability of creditors' rights generally or by
equitable principles of general application (whether considered in an action at
law or in equity), and Borrower further acknowledges that there are no existing
claims, defenses, personal or otherwise, or rights of setoff whatsoever known
to Borrower with respect to any of the Loan Documents.

6.    GOVERNING LAW.  This Amendment has been delivered in St. Louis, Missouri
and shall be governed by and construed in accordance with the laws and
decisions of the State of Missouri without giving effect to the choice or
conflicts of law principles thereunder.

7.    SECTION TITLES.  The section titles contained in this Amendment are and 
shall be without substance, meaning or content of any kind whatsoever and are 
not a part of the agreement between the parties hereto.

8.    COUNTERPARTS; FACSIMILE TRANSMISSIONS.  This Amendment may be executed 
in one or more counterparts and on separate counterparts, each of which shall 
be deemed an original, but all of which together shall constitute one and the 
same instrument.  Signatures to this Amendment may be given by facsimile or 
other electronic transmission, and such signatures shall be fully binding on 
the party sending the same.

                     [REST OF PAGE IS INTENTIONALLY BLANK]


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     IN WITNESS WHEREOF, THIS AMENDMENT HAS BEEN DULY EXECUTED AS OF THE DAY
AND YEAR FIRST ABOVE WRITTEN.

                                O'SULLIVAN INDUSTRIES, INC.

                                By:  /s/ Daniel F. O'Sullivan
                                     Chairman of the Board,
                                     Chief Executive Officer and
                                     President

                                     
                                O'SULLIVAN INDUSTRIES HOLDINGS, INC.

                                By:  /s/ Daniel F. O'Sullivan
                                     Chairman of the Board,
                                     Chief Executive Officer and
                                     President


                                THE BOATMEN'S NATIONAL BANK OF ST. LOUIS, AS
                                AGENT AND A LENDER

                                By:  /s/ Douglas W. Thornsberry
                                     Assistant Vice President


                                WACHOVIA BANK OF GEORGIA, N.A., AS A LENDER

                                By:  /s/ Terry L. Akins
                                     Senior Vice President


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