EXHIBIT 4.2

                       AMENDMENT NO. 2 TO CREDIT AGREEMENT

     This Amendment No. 2 to Credit  Agreement  ("Amendment")  dated as of March
23, 2004 by and among the lenders signatories hereto ("Banks"), Comerica Bank as
agent for the Banks (in such capacity,  "Agent"), and Starcraft Corporation,  an
Indiana corporation ("Company").

                                    RECITALS

     A. Company and Banks entered into that certain Credit Agreement dated as of
January 16, 2004, as amended by one Amendment ("Agreement").

     B. The parties desire to amend the Agreement.

     NOW, THEREFORE, the parties agree that the Agreement is amended as follows:

     1. The  following  definition  in Section 1 of the  Agreement is amended to
read in its entirety as follows:

          "'Borrowing Base' shall mean, as of any date of determination thereof,
     an  amount  equal  to the sum of (i) 85% of  Eligible  Accounts  plus  (ii)
     twenty-five  percent (25%) of Eligible  Inventory  provided that the amount
     set forth in this  clause  (ii)  shall not  exceed  Three  Million  Dollars
     ($3,000,000);  plus  (iii)  fifty  percent  (50%)  of  Eligible  Repurchase
     Agreement Inventory provided that the amount set forth in this clause (iii)
     shall not exceed Three Million Dollars  ($3,000,000),  plus (iv) the lesser
     of (A)  75% of  Eligible  Tooling  Accounts,  less  any  progress  payments
     received  for the  applicable  tooling  and (B)  $3,000,000;  plus  (v) the
     Overformula  Amount;  provided  however,  that the Borrowing  Base shall be
     determined  on the basis of the most  current  Borrowing  Base  Certificate
     required to be  submitted  hereunder,  provided,  further,  that the amount
     determined  as the  Borrowing  Base shall be subject  to any  reserves  for
     contras/offsets, potential offsets due to customer deposits, and such other
     reserves as reasonably  established by the Agent,  at the direction or with
     the concurrence of the Majority Banks from time to time, including, without
     limitation  any reserves or other  adjustments  established by Agent or the
     Majority Banks on the basis of any collateral  audits conducted  hereunder,
     all  in  accordance  with  ordinary  and  customary   asset-based   lending
     standards,  as reasonably  determined by Agent and the requisite  Banks. In
     the event that Agent, at any time in its sole  discretion,  determines that
     the dollar  amount of Eligible  Accounts  collectable  by a Borrowing  Base
     Obligor is reduced or diluted as a result of discounts  or rebates  granted
     by a Borrowing Base Obligor to the respective Account  Debtor(s),  returned
     or rejected  Inventory  or  services,  or such other  reasons or factors as
     Agent  reasonably  deems  applicable,  all in accordance  with ordinary and
     customary asset-based lending standards,  as reasonably determined by Agent
     and the requisite Banks,  Agent may, in its sole discretion,  upon five (5)
     business  days' prior written notice to Agent,  reduce or otherwise  modify
     the  percentage of Eligible  Accounts  included  within the Borrowing  Base
<PAGE>

     and/or  reduce  the  dollar  amount  of  Eligible  Accounts  by  an  amount
     determined by Agent in its sole discretion."

     2. The  following  definition  is added to  Section 1 of the  Agreement  is
alphabetical order:

          "'Eligible  Repurchase Agreement Inventory' shall mean Inventory which
     meets all of the requirements to be Eligible Inventory and is held for sale
     in connection  with the 20" wheel  program for the Chevy  Silverado and GMA
     Sierra full size pick-up trucks,  the Hummer H2 Accessories  program or any
     other  program  approved by the  Administrative  Agent and which  Inventory
     General  Motors  Corporation  is obligated to  repurchase  at cost from the
     applicable Borrowing Base Obligor under the terms of a repurchase agreement
     which is acceptable to Agent in the exercise of its sole discretion."

     3. Company hereby  represents and warrants that, after giving effect to the
amendments  contained  herein,  (a) execution,  delivery and performance of this
Amendment and any other documents and instruments  required under this Amendment
or the Agreement are within Company's powers, have been duly authorized, are not
in contravention  of law or the terms of the Company's  Articles of Organization
or  Operating  Agreement  and do not  require  the  consent or  approval  of any
governmental  body,  agency,  or  authority;  and this  Amendment  and any other
documents and instruments  required under this Amendment or the Agreement,  will
be valid and binding in accordance with their terms; (b) the representations and
warranties  of Company set forth in Sections 6.1 through  6.23 of the  Agreement
are true and correct in all material  respects on and as of the date hereof with
the same  force and effect as if made on and as of the date  hereof;  and (c) no
Event of Default,  or condition or event which, with the giving of notice or the
running  of time,  or both,  would  constitute  an Event of  Default  under  the
Agreement, has occurred and is continuing as of the date hereof.

     4. This  Amendment  shall be effective  upon  execution  hereof by Company,
Agent and the Banks.

     5. This  Amendment  may be signed in any  number of  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.

     6.  Capitalized  terms not defined  herein shall have the meanings given to
them in the Agreement.



<PAGE>



     WITNESS  the  due  execution  hereof  as of the day and  year  first  above
written.

COMERICA BANK, as Agent                     STARCRAFT CORPORATION



By: /s/ Michael H. Cliff                    By: /s/ Joseph E. Katona III
   ----------------------------------          ---------------------------------
    Michael H. Cliff                            Joseph E. Katona III

Its: Vice President                         Its: Chief Financial Officer



BANKS:                                      COMERICA BANK



                                            By: /s/ Michael H. Cliff
                                               ---------------------------------
                                                 Michael H. Cliff

                                            Its: Vice President



                                            NATIONAL CITY BANK OF INDIANA



                                            By: /s/ Gregory Brown
                                               ---------------------------------
                                               Gregory Brown

                                            Its: Vice President