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                                                                  Exhibit 10.56

                             SECOND AMENDMENT TO THE
                 1998 RESTATEMENT OF THE HA-LO INDUSTRIES, INC.
                               401(k) SAVINGS PLAN


         WHEREAS, HA-LO Industries, Inc. (the "Company") established
and maintains the HA-LO Industries, Inc. 401(k) Savings Plan (the
"Plan") for the benefit of its eligible employees; and

         WHEREAS, amendment of the Plan is now considered desirable;

         WHEREAS, the power to amend the Plan is reserved to the
Company under Section 11.1 of the Plan.

         NOW, THEREFORE, BE IT RESOLVED that the Plan is hereby amended,
effective as provided herein, in the following particulars:

         1. Effective January 1, 1998, by substituting for Section 2.2 of the
Plan the following:

         ACTUAL DEFERRAL PERCENTAGE means the percentage determined by dividing
         the 401(k) Contributions and Matching Contributions allocated to a
         Participant's 401(k) and Matching Account by the Participant's Testing
         Compensation. A Participant's Actual Deferral Percentage will be
         determined in accordance with Treasury Regulation ss. 1.401(k)-1.

         The term "Testing Compensation" means any and all items of compensation
         which the Company establishes and which satisfies the requirements for
         a definition of compensation under Code Section 414(s) and regulations
         thereunder.

         2. Effective January 1, 1999, by substituting for Section 2.7 of the
Plan the following:

         COMPENSATION means for any period the base salary and wages for regular
         hours worked paid by the Company or any Related Entity for services
         rendered as an employee, including commissions paid to sales
         representatives, and the amount of any Company contribution pursuant to
         a salary reduction agreement which is not includable in the gross
         income of the Participant under Code Section 125, 402(e)(3), 402(h) or
         403(b). Compensation, however, shall not include the Participant's
         share in any Profit


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         Sharing or Matching Contributions under the Plan or to any other
         employee benefit or insurance program, bonuses or overtime pay. For all
         purposes of the Plan, Compensation in excess of the applicable dollar
         limitation contained in Code Section 401(a)(17), as may be adjusted by
         the Secretary of the Treasury for cost-of-living increases, shall be
         disregarded for each Plan Year. The Compensation of a Participant who
         becomes eligible to participate at any time other than the first day of
         a Plan Year shall include only his Compensation paid to him while a
         Participant in the Plan.

         3. Effective April 1, 1999, by adding to the end of Section 3.1 of the
Plan the following:

         Notwithstanding any provision in the Plan to the contrary, for an
         Employee who is hired due to a corporate acquisition and who satisfies
         the requirements for participation in the Plan, the Plan Administrator
         may set a separate, special Entry Date, as shall be determined by the
         Plan Administrator in a uniform and nondiscriminatory manner.

         4. Effective March 1, 1999, by substituting for the last sentence of
Section 11.1 of the Plan the following:

         Notwithstanding any provision in the Plan to the contrary, the Company
         has further delegated to Richard A. Magid and Lou Weisbach the
         authority to amend the Plan with respect to amendments which would
         affect the cost of benefits provided under the Plan, to approve plan
         mergers and spinoffs and to appoint members to the committee appointed
         to administer the Plan.


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