Exhibit 4.8

                                 AMENDMENT NO. 2
                                       TO
                      AMENDED AND RESTATED CREDIT AGREEMENT

          AMENDMENT  NO.  2  TO  AMENDED  AND  RESTATED  CREDIT  AGREEMENT  (the
"Amendment"),   dated  as  of  September  30,  1999,  among  JOHNSON   WORLDWIDE
ASSOCIATES, INC., a Wisconsin corporation (the "Company"),  certain consolidated
subsidiaries  of the Company which may from time to time become parties  thereto
(the "Subsidiaries"), BANK ONE, NA, formerly known as The First National Bank of
Chicago, FIRSTAR BANK MILWAUKEE,  N.A., M&I MARSHALL & ILSLEY BANK, THE NORTHERN
TRUST COMPANY,  SOCIETE GENERALE AND DRESDNER BANK (the "Banks"),  and BANK ONE,
N.A.,  formerly  known as The First  National Bank of Chicago in its capacity as
contractual  representative  for itself and the other Bank (the  "Agent")  under
that certain Amended and Restated Credit  Agreement dated as of April 3, 1998 by
and among the  Company,  certain  of the Banks and the Agent (as  amended  by an
Amendment No. 1 dated as of September 11, 1998, the "Credit Agreement"). Defined
terms used herein and not otherwise  defined herein shall have the meaning given
to them in the Credit Agreement.

          WHEREAS, the Borrower, the Banks and the Agent have entered the Credit
Agreement and now wish to amend it;

          NOW, THEREFORE,  in consideration of the premises set forth above, and
for other good and valuable consideration,  the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:

          1.  Amendment to the Credit Agreement.  Effective as of the date first
above  written and subject to the  execution  of this  Amendment  by the parties
hereto and the  satisfaction of the conditions  precedent set forth in Section 2
below, the Credit Agreement shall be and hereby is amended as follows:

          (a) Section 1.01 is hereby amended (i) to insert  immediately prior to
the period (".") now  appearing at the end of the  definition  of  "Consolidated
Funded Debt", the following:

          ";  provided,  that for purposes of  calculating  Consolidated  Funded
          Debt, the Average  Outstanding  Balance of  Consolidated  Current Debt
          computed  for the  Compliance  Period  preceding  the date of any such
          determination shall be deemed to constitute outstanding Funded Debt of
          the Company incurred as of the last day of such Compliance  Period and
          shall be deemed  outstanding at all times prior to the end of the next
          Compliance Period;  provided,  however,  that the Average  Outstanding
          Balance of  Consolidated  Current Debt of any Person  computed for the
          Compliance  Period  immediately  preceding such date of  determination
          shall be reduced by an amount  equal to the  permanent  prepayment  of
          Consolidated  Current  Debt of such  Person  with the  proceeds of the
          Designated Sale from and after the date of such prepayment"



<PAGE>


; (ii) to insert  immediately prior to the period (".") now appearing at the end
of the definition of "EBITDA", the following:

          ", plus (viii) any charges  taken in  connection  with the  Designated
          Sale to the extent deducted in computing Consolidated Net Income"

; and (iii) to add alphabetically the following defined term:

                    "Designated  Sale" shall mean the sale by the Company of all
          or part of the recreational fishing business of the Company.

          (b) Section 1.01 is hereby  amended to add the following at the end of
the definition of "Net Income Available for Fixed Charges":

          ",  and plus  (e) (to the  extent  taken  in  account  in  determining
          Consolidated  Net Income) an amount  equal to the charge  taken during
          such period in respect of the book loss  incurred in  connection  with
          the Designated Sale".

          (c) Section 6.01(a) is hereby amended to delete the following  clause:
"; provided, that for purposes of calculating compliance with this Section 6.01,
the Average  Outstanding  Balance of Consolidated  Current Debt computed for the
Compliance Period preceding the date of any such  determination  shall be deemed
to constitute outstanding Funded Debt of the Company incurred as of the last day
of such Compliance Period and shall be deemed  outstanding at all times prior to
the end of the next Compliance Period".

          (d) Section 6.02 is hereby  amended to insert the following new clause
(e) at the end thereof:

                    "(e)  Notwithstanding  any other  provision  of this Section
          6.02, (i) the Company;  or any Subsidiary of the Company  constituting
          the  recreational  fishing  business  of  the  Company  (the  "Fishing
          Subsidiary"),  may sell,  transfer or otherwise  dispose of all or any
          part of the assets,  or all or any part of the shares of capital stock
          of any Subsidiary,  constituting the recreational  fishing business of
          the  Company  or  such  Fishing  Subsidiary  in  connection  with  the
          Designated  Sale, and (ii) any Fishing  Subsidiary may  consolidate or
          merge with any other Person in connection  with the  Designated  Sale.
          Sale of stock or assets permitted by this Section 6.02(e) shall not be
          taken into  account for purposes of  calculating  the  limitations  on
          permitted  sales of assets and stock set forth in  Section  6.02(b)(1)
          and the provision at the end of Section 6.02(c)."

          (e) Section 6.05(i) is hereby amended to insert  immediately  prior to
the period (".") now appearing at the end thereof, the following:

          ";  provided,  however,  that any charges  taken by the Company or any
          Fishing Subsidiary in connection with the Designated Sale shall not be
          taken into  account  for  purposes  of  calculations  pursuant to this
          Section 6.05(i)".



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<PAGE>


          2.  Conditions of Effectiveness. This Amendment shall become effective
and be deemed effective as of the date hereof,  if, and only if, the Agent shall
have received each of the following:

          (a) duly executed  originals of this Amendment  from the Company,  the
Majority Banks and the Agent; and

          (b) such other documents,  instruments and agreements as the Agent may
reasonably request.

          3.  Representations and Warranties of the Company.  The Company hereby
represents and warrants as follows:

          (a) This Agreement and the Credit Agreement as previously executed and
as amended  hereby,  constitute  legal,  valid and  binding  obligations  of the
Company and are enforceable against the Company in accordance with their terms.

          (b) Upon the  effectiveness  of this  Amendment,  the  Company  hereby
reaffirms  all  covenants,  representations  and  warranties  made in the Credit
Agreement,  to the extent the same are not amended hereby,  agrees that all such
covenants,  representations  and warranties (as so modified)  shall be deemed to
have been remade as of the effective date of this Amendment.

          4.  Reference to the Effect on the Credit Agreement.

          (a) Upon the  effectiveness of Section 1 hereof, on and after the date
hereof, each reference in the Credit Agreement to "this Agreement," "hereunder,"
"hereof,"  "herein" or words of like import shall mean and be a reference to the
Amended and Restated  Credit  Agreement dated as of April 3, 1998, as amended by
Amendment No. 1 and as amended hereby.

          (b) Except as  specifically  amended  above,  the Amended and Restated
Credit Agreement dated as of April 3, 1998 and all other documents,  instruments
and agreements executed and/or delivered in connection therewith shall remain in
full force and effect, and are hereby ratified and confirmed.

          (c) The execution,  delivery and effectiveness of this Amendment shall
not,  except as  expressly  provided  herein,  operate as a waiver of any right,
power or remedy of the Agent or any of the Banks, nor constitute a waiver of any
provision  of the  Credit  Agreement  or any other  documents,  instruments  and
agreements executed and/or delivered in connection therewith.

          5.  Costs and  Expenses.  The  Company  agrees  to pay all  reasonable
costs, fees and out-of-pocket  expenses (including  attorneys' fees and expenses
charged to the Agent) incurred by the Agent in connection with the  preparation,
execution and enforcement of this Amendment.



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<PAGE>


          6.  Governing  Law. This Amendment  shall be governed by and construed
in  accordance  with  the  internal  laws (as  opposed  to the  conflict  of law
provisions) of the State of Illinois.

          7.  Headings.  Section 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.

          8.  Counterparts. This Amendment may be executed by one or more of the
parties to the Amendment on any number of separate  counterparts and all of said
counterparts  taken  together  shall be  deemed to  constitute  one and the same
instrument.



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<PAGE>


          IN  WITNESS  WHEREOF,  this  Amendment  has  been  duly  executed  and
delivered on the date first above written.

                                             JOHNSON WORLDWIDE ASSOCIATES, INC.


                                             By:
                                                --------------------------------
                                                 Name:
                                                       -------------------------
                                                 Title:
                                                       -------------------------


                                             BANK ONE, NA, formerly known as THE
                                               FIRST  NATIONAL  BANK OF CHICAGO,
                                               individually and  as  Agent (Main
                                               Office Chicago)


                                             By:
                                                --------------------------------
                                                 Name:
                                                       -------------------------
                                                 Title:
                                                       -------------------------


                                             FIRSTAR BANK MILWAUKEE, N.A.


                                             By:
                                                --------------------------------
                                                 Name:
                                                       -------------------------
                                                 Title:
                                                       -------------------------


                                             M&I MARSHALL & ILSLEY BANK


                                             By:
                                                --------------------------------
                                                 Name:
                                                       -------------------------
                                                 Title:
                                                       -------------------------


                                             THE NORTHERN TRUST COMPANY


                                             By:
                                                --------------------------------
                                                 Name:
                                                       -------------------------
                                                 Title:
                                                       -------------------------



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