EXHIBIT 10.4(a)

                                                                      EXECUTION



                             PRIME SUCCESSION, INC.

                      FIRST AMENDMENT TO CREDIT AGREEMENT


         This FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is dated as
of  September  30, 1998 and entered  into by and among  PRIME  SUCCESSION,  INC.
(formerly known as Prime Succession  Acquisition Corp.), a Delaware  corporation
("Borrower"),   PRIME  SUCCESSION  HOLDINGS,   INC.  (formerly  known  as  Prime
Succession,   Inc.),  a  Delaware   corporation   ("Holdings"),   THE  FINANCIAL
INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF (each individually referred to
herein as a "Lender" and  collectively as the  "Lenders"),  GOLDMAN SACHS CREDIT
PARTNERS L.P., as  syndication  agent and arranging  agent (in such  capacities,
"Arranging   Agent"),   and  THE  BANK  OF  NOVA   SCOTIA   ("ScotiaBank"),   as
administrative  agent (in such capacity,  "Administrative  Agent"),  and is made
with reference to that certain Credit  Agreement dated as of August 26, 1996, as
heretofore   amended,   supplemented  or  otherwise  modified  (as  so  amended,
supplemented  or  modified,  the  "Credit  Agreement"),  by and among  Borrower,
Holdings,  the Lenders,  Arranging Agent and Administrative Agent.  Capitalized
terms used herein without  definition shall have the same meanings herein as set
forth in the  Credit  Agreement  and in the  amendments  contained  in Section 1
hereof.


                                    RECITALS

         WHEREAS, the parties to the Credit Agreement desire to amend the Credit
Agreement (i) to permit the  substitution of surety bonds for certain letters of
credit and merchandise  trust funds and (ii) to make certain other amendments as
set forth herein.

         NOW,  THEREFORE,  in  consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereto agree as follows:


SECTION 1.        AMENDMENTS TO CREDIT AGREEMENT

1.1      Amendments to Section 1:  Definitions

         A. Subsection 1.1 of the Credit Agreement is hereby amended by deleting
the  definitions of "Leverage  Ratio" and "Total Senior Debt" therefrom in their
entirety and substituting therefor the following:

         "Leverage Ratio" means the ratio of (i)  Consolidated  Total Debt as of
the last day of any Fiscal  Quarter plus 75% of the  aggregate  amount of surety
bonds  outstanding  as of such date  pursuant  to  subsection  7.4(ix),  to (ii)
Consolidated  Adjusted EBITDA for the four Fiscal Quarter period then ended, in
each case as set forth in the most recent  Compliance  Certificate  delivered by
Borrower  to  Administrative  Agent and  Lenders  pursuant  to clause  (iii) of
subsection 6.1.

         "Total Senior Debt" means, as at any date of determination,  the sum of
(i) the aggregate stated balance sheet amount of all Indebtedness and Contingent
Obligations of Holdings and its Subsidiaries in respect of Indebtedness, in each
case other than  Indebtedness  evidenced  by the Senior  Subordinated  Notes and
Indebtedness  in respect  of the  Batesville  Liability  and  Covenants  not to
Compete, all as determined on a consolidated basis in accordance with GAAP, plus
(ii) 75% of the  aggregate  amount  of  surety  bonds  outstanding  pursuant  to
subsection 7.4(ix).

         B. Subsection 1.1 of the Credit  Agreement is hereby further amended by
adding the following  definition of "Specified  Merchandise  Trusts"  thereto in
proper alphabetical order:

         "Specified  Merchandise  Trusts"  means  (i) the Fred  Hunter  Memorial
Merchandise Trust, DTD July 23, 1993, Account Number: 56331150 with a balance at
August 31, 1998 of $1,308,337  and (ii) the Fred Hunter  Memorial  Service Trust
Post, DTD October 1, 1993, Account Number: 56331170 with a balance at August 31,
1998 of $4,331,086.

1.2      Amendments to Section 7:  Negative Covenants

         Subsection  7.4  of the  Credit  Agreement  is  hereby  amended  by (i)
deleting the "and" at the end of clause (vi)  thereof,  (ii) deleting the "." at
the end of clause (vii) thereof,  and (iii) adding a new clause (viii) and a new
clause (ix) at the end thereof as follows:

         "(viii) Borrower and its Subsidiaries may become and remain liable with
respect to Contingent Obligations in respect of surety bonds used to replace the
Letters of Credit  described  on  Schedule  3.1  annexed  hereto so long as such
surety bonds support only the  obligations  supported by such Letters of Credit;
provided that the aggregate  amount of the Contingent  Obligations in respect of
such surety bonds shall not exceed the aggregate amount of such replaced Letters
of Credit; and

         (ix)  Borrower and its  Subsidiaries  may become and remain liable with
respect  to  Contingent  Obligations  in  respect of surety  bonds  utilized  by
Borrower  and its  Subsidiaries  in lieu of funding  the  Specified  Merchandise
Trusts pursuant to the Florida  Administrative Code; provided that the aggregate
amount of the Contingent  Obligations at any time outstanding in respect of such
surety bonds shall not exceed the lesser of (x)  $20,000,000  and (y) the sum of
(1)  $10,000,000  plus  (2) as of any  date  of  determination,  an  additional
$2,000,000  for each Fiscal Year which shall have  commenced on or after January
1, 1999."

SECTION 2.  CONDITIONS TO EFFECTIVENESS

         Section 1 of this Amendment shall become  effective only upon the prior
or concurrent  satisfaction  of all of the following  conditions  precedent (the
date of satisfaction  of such conditions  being referred to herein as the "First
Amendment Effective Date"):

         On or before the First  Amendment  Effective Date, each of Borrower and
Holdings shall have delivered to Lenders (or to Administrative Agent for Lenders
with sufficient  originally executed copies, where appropriate,  for each Lender
and its  counsel) a  certificate  of its  corporate  secretary  or an  assistant
secretary  dated the First  Amendment  Effective Date  certifying that (i) there
have been no amendments to its Certificate of  Incorporation or Bylaws after the
Closing Date,  (ii) attached  resolutions of its Board of Directors  authorizing
this Amendment are in full force and effect without  modification  or amendment,
and (iii) there have been no changes after the Closing Date in the incumbency of
its officers,  together with a good standing  certificate  from the Secretary of
State of the State of Delaware, dated a recent date prior to the First Amendment
Effective Date.

SECTION 3.        REPRESENTATIONS AND WARRANTIES

         In order to induce  Lenders to enter into this  Amendment  and to amend
the Credit Agreement in the manner provided  herein,  Holdings and Borrower each
represents  and warrants to each Lender that the following  statements are true,
correct and complete:

         A. Corporate Power and Authority. Each of Holdings and Borrower has all
requisite  corporate  power and  authority to enter into this  Amendment  and to
carry out the transactions  contemplated by, and perform its obligations  under,
the Credit Agreement as amended by this Amendment (the "Amended  Agreement") and
the other Loan Documents.

         B.  Authorization  of  Agreements.  The  execution and delivery of this
Amendment  and the  performance  of the  Amended  Agreement  and the other  Loan
Documents  have been duly  authorized by all necessary  corporate  action on the
part of Holdings and Borrower.

         C. No  Conflict.  The  execution  and  delivery by each of Holdings and
Borrower of this Amendment and the  performance by each of Holdings and Borrower
of the Amended  Agreement  and the other Loan  Documents do not and will not (i)
violate  any  provision  of any  law or any  governmental  rule  or  regulation
applicable to Holdings, Borrower or any of its Subsidiaries,  the Certificate or
Articles  of  Incorporation  or  Bylaws  of  Holdings,  Borrower  or  any of its
Subsidiaries  or any order,  judgment or decree of any court or other  agency of
government  binding  on  Holdings,  Borrower  or any of its  Subsidiaries,  (ii)
conflict with,  result in a breach of or constitute (with due notice or lapse of
time or both) a default under any Contractual  Obligation of Holdings,  Borrower
or  any of  its  Subsidiaries,  (iii)  result  in or  require  the  creation  or
imposition  of any Lien  upon  any of the  properties  or  assets  of  Holdings,
Borrower  or  any  of  its  Subsidiaries,   or  (iv)  require  any  approval  of
stockholders  or  partners or any  approval  or consent of any Person  under any
Contractual Obligation of Holdings, Borrower or any of its Subsidiaries,  except
for such approvals or consents which have been obtained and disclosed in writing
to Lenders.

         D.  Governmental  Consents.  The  execution  and  delivery  by  each of
Holdings and Borrower of this Amendment and the  performance by each of Holdings
and  Borrower  of the  Amended  Agreement,  the  other  Loan  Documents  and the
transactions  contemplated  by this  Amendment  do not and will not  require any
registration  with,  consent or approval  of, or notice to, or other  action to,
with or by, any federal,  state or other  governmental  authority or  regulatory
body other than the  approval  of the Florida  State  Board of Funeral  Services
which will be obtained on or before the date the  transactions  contemplated  by
this Amendment are consummated.

         E. Binding  Obligation.  This Amendment and the Amended  Agreement have
been duly  executed  and  delivered by each of Holdings and Borrower and are the
legally  valid  and  binding  obligations  of each  of  Holdings  and  Borrower,
enforceable  against  each of Holdings  and  Borrower in  accordance  with their
respective  terms,   except  as  may  be  limited  by  bankruptcy,   insolvency,
reorganization,  moratorium or similar laws  relating to or limiting  creditors'
rights generally or by equitable principles relating to enforceability.

         F.  Incorporation  of   Representations   and  Warranties  From  Credit
Agreement.  The  representations  and  warranties  contained in Section 5 of the
Credit  Agreement  are and will be true,  correct and  complete in all  material
respects on and as of the First  Amendment  Effective Date to the same extent as
though made on and as of that date,  except to the extent  such  representations
and warranties  specifically relate to an earlier date, in which case they were
true,  correct and complete in all  material  respects on and as of such earlier
date.

         G. Absence of Default.  No event has occurred and is continuing or will
result from the consummation of the transactions  contemplated by this Amendment
that would constitute an Event of Default or a Potential Event of Default.


SECTION 4.        MISCELLANEOUS

     A.  Reference  to and  Effect on the  Credit  Agreement  and the Other Loan
Documents.  

     (i) On and after the First Amendment  Effective Date, each reference in the
Credit Agreement to "this Agreement",  "hereunder",  "hereof", "herein" or words
of like import  referring  to the Credit  Agreement,  and each  reference in the
other Loan Documents to the "Credit Agreement", "thereunder", "thereof" or words
of like import  referring to the Credit  Agreement shall mean and be a reference
to the Credit Agreement as amended by this Amendment.

     (ii) Except as specifically amended by this Amendment, the Credit Agreement
and the other  Loan  Documents  shall  remain in full  force and  effect and are
hereby ratified and confirmed. 

     (iii) The execution,  delivery and performance of this Amendment shall not,
except as expressly provided herein, constitute a waiver of any provision of, or
operate as a waiver of any right,  power or remedy of any Agent or Lender under,
the Credit  Agreement or any of the other Loan Documents.  

     B. Headings. Section and subsection headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Amendment  for  any  other  purpose  or be  given  any  substantive  effect.  

     C.  Applicable  Law. THIS  AMENDMENT AND THE RIGHTS AND  OBLIGATIONS OF THE
PARTIES  HEREUNDER  SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE  WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING  WITHOUT
LIMITATION  SECTION  51401 OF THE  GENERAL  OBLIGATIONS  LAW OF THE STATE OF NEW
YORK),  WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.  

     D.  Counterparts.   This  Amendment  may  be  executed  in  any  number  of
counterparts and by different parties hereto in separate  counterparts,  each of
which when so executed and delivered  shall be deemed an original,  but all such
counterparts  together  shall  constitute  but  one  and  the  same  instrument;
signature pages may be detached from multiple separate counterparts and attached
to a single  counterpart so that all signature pages are physically  attached to
the same  document.  This  Amendment  (other  than the  provisions  of Section 1
hereof) shall become  effective  upon the  execution of a counterpart  hereof by
Holdings,   Borrower  and   Requisite   Lenders  and  receipt  by  Borrower  and
Administrative Agent of written or telephonic notification of such execution and
authorization of delivery thereof.


IN WITNESS  WHEREOF,  the parties  hereto have caused this  Amendment to be duly
executed and delivered by their respective officers thereunto duly authorized as
of the date first written above.

         BORROWER:                  PRIME SUCCESSION, INC.


                                    By:/s/MYLES S. CAIRNS
                                    ---------------------
                                    Name:Myles S. Cairns
                                    Title:Chief Financial Officer


         HOLDINGS:                  PRIME SUCCESSION HOLDINGS, INC.


                                    By:/s/MYLES S. CAIRNS
                                    ---------------------
                                    Name:Myles S. Cairns
                                    Title:Chief Financial Officer


         AGENTS AND LENDERS:        GOLDMAN SACHS CREDIT PARTNERS L.P.,
                                    individually and as Arranging Agent and
                                    Syndication Agent


                                    By:/s/STEPHEN B. KING
                                    ---------------------
                                    Authorized Signatory


                                    THE BANK OF NOVA SCOTIA,
                                    as a Lender and as Administrative Agent


                                    By:/s/F.C.H. ASHBY
                                    ------------------
                                    Name:F.C.H. Ashby
                                    Title:Senior Manager Loan Operations


                                    MASSACHUSETTS MUTUAL LIFE INSURANCE CO.
                                    as a Lender


                                    By:/s/STEVEN J. KATZ
                                    --------------------
                                    Name:Steven J. Katz
                                    Title:Second Vice President and Associate
                                          General Counsel


                                    CAPTIVA FINANCE LTD.
                                    as a Lender


                                    By:/s/DAVID EGGLISHAW
                                    ---------------------
                                    Name:David Egglishaw
                                    Title:Director


                                    INDOSUEZ CAPITAL FUNDING IIA, LIMITED
                                    as a Lender
                                    by Indosuez Capital as Collateral Manager


                                    By:/s/FRANCOISE BERTHELOT
                                    -------------------------
                                    Name:Francoise Berthelot
                                    Title:Vice President



                                    STEIN ROE & FARNHAM INCORPORATED
                                    as agent for
                                    KEYPORT LIFE INSURANCE COMPANY
                                    as a Lender


                                    By:/s/BRIAN W. GOOD
                                    -------------------
                                    Name:Brian W. Good
                                    Title:Vice President & Portfolio Manager


                                    MERRILL LYNCH SENIOR FLOATING RATE FUND
                                    as a Lender


                                    By:/s/GILLES MARCHAND
                                    ---------------------
                                    Name:Gilles Marchand, CFA
                                    Title:Authorized Signatory


                                    MERRILL LYNCH PRIME RATE PORTFOLIO
                                    as a Lender
  

                                    By:/s/GILLES MARCHAND
                                    ---------------------
                                    Name:Gilles Marchand, CFA
                                    Title:Authorized Signatory


                                    NEW YORK LIFE INSURANCE COMPANY
                                    as a Lender


                                    By:/s/STEVEN M. BENEVENTO
                                    -------------------------
                                    Name:Steven M. Benevento
                                    Title:Director


                                    MORGAN STANLEY DEAN WITTER
                                    PRIME INCOME TRUST
                                    as a Lender


                                    By:/s/SHEILA FINNERTY
                                    ---------------------
                                    Name:Sheila Finnerty
                                    Title:Vice President


                                    SENIOR DEBT PORTFOLIO
                                    By:  Boston management and Research 
                                    as Investment Advisor


                                    By:/s/PAYSON F. SWAFFIELD
                                    -------------------------
                                    Name:Payson F. Swaffield
                                    Title:Vice President