Exhibit 10.2

               AMENDMENT NUMBER ONE TO LOAN AND SECURITY AGREEMENT


     This Amendment Number One to Loan and Security  Agreement  ("Amendment") is
entered  into as of  October 8, 2004,  by and among,  on the one hand,  ADVANCED
MARKETING  SERVICES,  INC.,  a  Delaware  corporation,   PUBLISHERS  GROUP  WEST
INCORPORATED,  a California  corporation,  and PUBLISHERS GROUP INCORPORATED,  a
California corporation (collectively,  "Borrowers"), and, on the other hand, the
lenders  identified on the signature  pages to the Agreement (as defined  below)
("Lenders"), and WELLS FARGO FOOTHILL, INC., a California corporation ("Agent"),
as the  arranger  and  administrative  agent  for the  Lenders,  in light of the
following:

     A. Borrowers and the Lender Group have previously entered into that certain
Loan and Security Agreement, dated as of April 27, 2004 (the "Agreement").

     B. Borrowers and the Lender Group desire to amend the Agreement as provided
for and on the conditions herein.

     NOW, THEREFORE,  Borrowers and the Lender Group hereby amend and supplement
the Agreement as follows:

     1.  DEFINITIONS.  All initially  capitalized  terms used in this  Amendment
shall  have the  meanings  given to them in the  Agreement  unless  specifically
defined herein.

     2. AMENDMENTS.

          (a)  Section  6.3(a)(i)  of the  Agreement  is hereby  amended  in its
entirety to read as follows:

               (i) an unaudited consolidated and consolidating balance sheet and
income statement covering Parent's and its Subsidiaries'  operations during such
period,  together with a statement of all Intercompany  Advances for such fiscal
month, and

          (b) A new Section 6.3(i) is added to the Agreement as follows:

               (i) as soon as  available,  but in any event within 45 days after
the end of each of Parent's fiscal  quarters,  a statement of cash flow covering
Parent's and its Subsidiaries' operations during such period.

          (c) Section 7.18(a) of the Agreement is hereby amended in its entirety
to read as follows:

               (a) Following the occurrence of the Financial Covenant Triggering
Event, fail to maintain or achieve:
<PAGE>
               (i) Minimum EBITDA. EBITDA,  measured on a quarterly basis, of at
least the required  amount set forth in the following  table for the  applicable
period set forth opposite thereto:

---------------------------------------  ---------------------------------------
          Applicable Period                        Applicable Amount
---------------------------------------  ---------------------------------------
       For the 3 month period                         ($3,700,000)
        ending June 30, 2004
---------------------------------------   --------------------------------------
       For the 6 month period                        $(13,800,000)
     ending September 30, 2004
---------------------------------------  ---------------------------------------
       For the 9 month period                          $4,172,000
      ending December 31, 2005
---------------------------------------  ---------------------------------------
       For the 12 month period                         $3,967,000
        ending March 31, 2005
---------------------------------------  ---------------------------------------

For the trailing 12 month period ending  The "Applicable Amount(s)" for such
on the last day of each fiscal  quarter  future periods shall be determined by
of Administrative Borrower thereafter    Agent in its sole discretion based
                                         upon, among other things, the
                                         Projections to be delivered to Agent
                                         (pursuant to Section 6.3(c) of the
                                         Agreement) prior to the commencement
                                         of Parent's 2006 fiscal year. Within
                                         30 days of Agent's receipt of such
                                         Projections, Agent shall advise
                                         Borrowers in writing of such future
                                         Applicable Amount(s).
---------------------------------------  ---------------------------------------

     3.  REPRESENTATIONS  AND WARRANTIES.  Borrowers hereby affirm to the Lender
Group  all  of  Borrowers'  representations  and  warranties  set  forth  in the
Agreement are true, complete and accurate in all respects as of the date hereof.

     4. NO DEFAULTS.  Borrowers  hereby affirm to the Lender Group that no Event
of Default has occurred and is continuing as of the date hereof.

     5. CONDITION  PRECEDENT.  The  effectiveness of this Amendment is expressly
conditioned  upon:  (i) the  receipt by Agent of a fully  executed  copy of this
Amendment;  and (ii)  payment to Agent,  for the benefit of the  Lenders,  of an
amendment fee of $10,000,  which fee will be charged to Borrowers'  Loan Account
pursuant to Section 2.6(d) of the Agreement.

     6.  COSTS AND  EXPENSES.  Borrowers  shall  pay to Agent all of the  Lender
Group's  out-of-pocket costs and expenses  (including,  without limitation,  the
fees and expenses of its counsel,  which  counsel may include any local  counsel
deemed necessary,  search fees, filing and recording fees,  documentation  fees,
appraisal fees, travel expenses,  and other fees) arising in connection with the
<PAGE>
preparation,   execution,  and  delivery  of  this  Amendment  and  all  related
documents.

     7.  LIMITED  EFFECT.  In the  event of a  conflict  between  the  terms and
provisions of this Amendment and the terms and provisions of the Agreement,  the
terms and provisions of this Amendment shall govern. In all other respects,  the
Agreement,  as amended and supplemented  hereby,  shall remain in full force and
effect.

     8.  COUNTERPARTS;  EFFECTIVENESS.  This  Amendment  may be  executed in any
number of counterparts and by different parties on separate  counterparts,  each
of which when so executed and delivered  shall be deemed to be an original.  All
such  counterparts,  taken  together,  shall  constitute  but one  and the  same
Amendment.  This  Amendment  shall  become  effective  upon the  execution  of a
counterpart of this Amendment by each of the parties hereto.

     IN WITNESS  WHEREOF,  the parties hereto have executed this Amendment as of
the date first set forth above.

                                       WELLS FARGO FOOTHILL, INC.,
                                       a California corporation, as Agent and a
                                       Lender

                                       By: /s/ Daniel Whitwer
                                           -------------------------------------
                                       Title: Vice President


                                       ADVANCED MARKETING SERVICES, INC., a
                                       Delaware corporation

                                       By: /s/ Bruce C. Myers
                                           -------------------------------------
                                       Title: Executive Vice President and
                                              Chief Financial Officer


                                       PUBLISHERS GROUP WEST INCORPORATED, a
                                       California corporation

                                       By: /s/ Bruce C. Myers
                                           -------------------------------------
                                       Title: Chief Financial Officer


                                       PUBLISHERS GROUP INCORPORATED, a
                                       California corporation

                                       By: /s/ Bruce C. Myers
                                           -------------------------------------
                                       Title: Chief Financial Officer