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                                                                      Exhibit 4c

               SECOND AMENDMENT AND WAIVER TO CREDIT AGREEMENT


     This Second Amendment and Waiver to Credit Agreement (this "Amendment")
effective as of the 31st day of December, 1997, among ZENITH ELECTRONICS
CORPORATION, a Delaware corporation (the "Borrower"), the financial
institutions listed on the signature pages hereof as Lenders (the "Lenders"),
CITIBANK, N.A., as issuing bank (the "Issuing Bank") and CITICORP NORTH
AMERICA, INC., as agent (the "Agent"),

                             W I T N E S S E T H:

     WHEREAS, the Borrower, the Lenders, the Issuing Bank and the Agent are
parties to that certain Credit Agreement dated as of March 31, 1997, as amended
by that certain First Amendment to Credit Agreement dated as of October 29,
1997,(as further amended, restated supplemented or otherwise modified from time
to time, the "Credit Agreement"); and

     WHEREAS, the Borrower has requested that certain terms of the Credit
Agreement be amended, and the Agent, the Issuing Bank and the Lenders have
agreed to the requested amendments on the terms and conditions set forth
herein; and

     WHEREAS, pursuant to Sections 7.8,7.9 and 7.13 of the Credit Agreement,
the Borrower is required to meet certain financial tests as of the fiscal
quarter ending December 31, 1997, and the Borrower has informed the Agent, the
Issuing Bank and the Lenders that it will fail to satisfy the requirements of
Sections 7.8, 7.9 and 7.13 for such fiscal quarter ending December 31, 1997(the
"December Covenant Defaults"); and

     WHEREAS, the Borrower has requested that the Agent, the Issuing Bank, and
the Lenders waive the December Covenant Defaults;

     NOW THEREFORE, in consideration of the foregoing premises and other good
and valuable consideration paid by each party to the other, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:

     1 Amendment to Article 1.  Article 1 of the Credit Agreement, Definitions,
is hereby amended by deleting the definitions of "Additional Unsecured Debt",
"Availability" and "Interest Rate Margin" set forth therein in their



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entirety and substituting the following, respectively, in their place:

                  "'Additional Unsecured Debt' shall mean the unsecured Funded
             Debt consisting of revolving credit lines made available to be
             borrowed by the Borrower after the Agreement Date but commencing
             prior to March 31, 1998, which are provided to the Borrower by one
             or more lenders, in an aggregate principal amount not exceeding
             $160 million, and on terms and conditions substantially similar to
             those set forth on Schedule A attached hereto, and evidenced by
             documentation in form and substance, acceptable to the Agent.

                  'Availability' shall mean at any time of determination, (a)
             the Borrowing Base minus (b) the Aggregate Revolving Credit
             Obligations.

                  'Interest Rate Margin' shall mean, (i) with respect to Base
             Rate Advances, two percent (2.00%), and (ii) with respect to
             Eurodollar Advances, three and one-quarter percent (3.25%)."

     2.      Amendment to Section 8.1.    Section 8.1 of the Credit Agreement,
                                          Events of Default, is hereby amended
                                          by deleting paragraph (s) thereof in
                                          its entirety and replacing such
                                           paragraph (s) with the following:

                  "(s) (i) The Borrower shall not have the ability to borrow
             Additional Unsecured Debt in an aggregate principal amount of at
             least $160,000,000 by March 31, 1998, or (ii) the Borrower shall
             not have used a portion of the proceeds of the Additional
             Unsecured Debt(x) to redeem and satisfy in full the Series 2000
             Debentures by December 31, 1997; and (y) to redeem or repurchase
             and satisfy in full the Series 2001 Debentures by January 31,
             1998;"

     3       Waiver. The Agent, the Issuing Bank and the Lenders hereby waive
the December Covenant Defaults and their rights and remedies which may arise
solely as a result of the December Covenant Defaults; provided, however, that
such waiver shall not waive any other requirement of the Loan Documents or
hinder, restrict or otherwise modify the rights and remedies of the Agent, the
Issuing Bank and the


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Lenders following the occurrence of any other Default or Event of Default under
the Credit Agreement.

      4    No Other Amendment or Waiver.  Except for the amendments and waiver
expressly set forth above, the text of the Credit Agreement and all other Loan
Documents shall remain unchanged and in full force and effect.  The Borrower
acknowledges and expressly agrees that the Lenders reserve the right to, and do
in fact, require strict compliance with all terms and provisions of the Credit
Agreement and the other Loan Documents.

      5    Representations and Warranties.  The Borrower hereby represents and
warrants in favor of the Agent, the Issuing Bank, and each Lender, as follows:

           (a) the Borrower has the corporate power and authority (i) to enter
      into this Amendment, and (ii) to do all acts and things as are required
      or contemplated hereunder to be done, observed and performed by it;

           (b) this Amendment has been duly authorized, validly executed and
      delivered by one or more authorized signatories of the Borrower, and
      constitutes the legal, valid and binding obligation of the Borrower,
      enforceable against the Borrower in accordance with its terms;

           (c) the execution and delivery of this Amendment and performance by
      the Borrower under the Credit Agreement, as amended hereby, do not and
      will not require the consent or approval of any regulatory authority or
      governmental authority or agency having jurisdiction over the Borrower
      which has not already been obtained, nor contravene or conflict with the
      charter documents of the Borrower, or the provisions of any statute,
      judgment, order, indenture, instrument, agreement or undertaking, to
      which the Borrower is a party or by which any of its properties are or
      may become bound; and

           (d) as of the date hereof, and after giving effect to this Amendment
      (i) no Default or Event of Default exists under the Credit Agreement or
      is caused by this Amendment, and (ii) each representation and warranty
      set forth in Article 4 of the Credit Agreement is true and correct,
      except (x) to the extent previously fulfilled in accordance with the
      terms of the Credit Agreement, as amended hereby, (y) to the extent
      specifically relating to the Agreement Date, or (z) that the incurrence
      of the Additional Unsecured Debt by the Borrower constitutes a default by
      the Borrower under the Series 2001 Debentures.


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     6   Loan Document.  This Amendment shall be deemed to be a Loan Document
for all purposes.

     7   Expenses.  The Borrower agrees to pay all reasonable expenses of the
Agent incurred in connection with this Amendment, including, without
limitation, all fees and expenses of counsel to the Agent.

     8   Counterparts.  This Amendment may be executed in multiple counterparts,
each of which shall be deemed to be an original and all of which, taken
together, shall constitute one and the same agreement. Delivery of an executed
counterpart of this Amendment by facsimile transmission shall be as effective
as delivery of a manually executed counterpart hereof.

     9   Governing Law.  This Amendment shall be deemed to be made pursuant to
the laws of the State of New York with respect to agreements made and to be
performed wholly in the State of New York, and shall be construed, interpreted,
performed and enforced in accordance therewith.

     10   Definitions.  All capitalized terms not otherwise defined herein shall
have the meanings set forth in the Credit Agreement.

     11   Effectiveness.  This Amendment shall be effective as of the date first
set forth above upon the Agent's receipt of (i) an amendment fee (for the
account of the Lenders on a pro rata basis in accordance with their Commitment
Ratios) in the amount of one-eighth of one percent (0.125%) of the Commitments,
(ii) a counterpart hereof duly executed by the Borrower and the Majority
Lenders, and (iii) such other documents executed by the Borrower as the Agent
may reasonably require.





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     IN WITNESS WHEREOF, the parties hereto have executed this Amendment or
caused it to be executed by their duly authorized officers, effective as of the
day and year first written above.


BORROWER:                        ZENITH ELECTRONICS CORPORATION


                                 By:
                                    ---------------------------------------
                                    Name:
                                         ----------------------------------
                                    Its:
                                         ----------------------------------


AGENT:                           CITICORP NORTH AMERICA, INC.


                                 By:
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                                    Name:
                                         ----------------------------------
                                    Its:
                                         ----------------------------------


ISSUING BANK:                    CITIBANK, N.A.


                                 By:
                                    ---------------------------------------
                                    Name:
                                         ----------------------------------
                                    Its:
                                         ----------------------------------


LENDERS:                         CITICORP USA, INC.


                                 By:
                                    ---------------------------------------
                                    Name:
                                         ----------------------------------
                                    Its:
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                                 CONGRESS FINANCIAL CORPORATION


                                 By:
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                                    Name:
                                         ----------------------------------
                                    Its:
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                                 BANK BOSTON, N.A., F/K/A THE FIRST
                                 NATIONAL BANK OF BOSTON


                                 By:
                                    ---------------------------------------
                                    Name:
                                         ----------------------------------
                                    Its:
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                                 HELLER FINANCIAL, INC.


                                 By:
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                                    Name:
                                         ----------------------------------
                                    Its:
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                                 THE BANK OF NEW YORK COMMERCIAL
                                 CORPORATION


                                 By:
                                    ---------------------------------------
                                    Name:
                                         ----------------------------------
                                    Its:
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                                 SANWA BUSINESS CREDIT CORPORATION



                                 By:
                                    ---------------------------------------
                                    Name:
                                         ----------------------------------
                                    Its:
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                                 TRANSAMERICA BUSINESS CREDIT CORPORATION



                                 By:
                                    ---------------------------------------
                                    Name:
                                         ----------------------------------
                                    Its:
                                         ----------------------------------



                                 WELLS FARGO BANK, NATIONAL ASSOCIATION



                                 By:
                                    ---------------------------------------
                                    Name:
                                         ----------------------------------
                                    Its:
                                         ----------------------------------