EXHIBIT 10.49

                       AMENDMENT NO. 3 TO CREDIT AGREEMENT

         THIS AMENDMENT NO. 3 TO CREDIT AGREEMENT (this "Amendment Agreement")
is made and entered into effective as of the 23d day of March, 1998, by and
between BERLITZ INTERNATIONAL, INC, a New York corporation (the "Borrower"),
EACH OF THE GUARANTORS SIGNATORY HERETO (the "Guarantors"), NATIONSBANK,
NATIONAL ASSOCIATION, a national banking association organized and existing
under the laws of the United States, as agent for the Lenders ("Agent") under
the Credit Agreement (as defined below), and the Lenders. Unless the context
otherwise requires, all terms used herein without definition shall have the
definitions provided therefor in the Credit Agreement.

W I T N E S S E T H:

         WHEREAS, the Agent, the Lenders and the Borrower have entered into that
certain Credit Agreement dated as of August 28, 1997, as amended by that certain
Amendment No. 1 to Credit Agreement and Amendment No. 1 to Pledge Agreement
dated as of September 12, 1997, and as further amended by that certain Amendment
No. 2 to Credit Agreement dated as of October 28, 1997 (as hereby and from time
to time amended, supplemented or replaced, the "Credit Agreement"), pursuant to
which the Lenders have agreed to make and have made certain revolving and term
credit facilities available to the Borrower; and

         WHEREAS, the parties hereto desire to amend the Credit Agreement in the
manner herein set forth effective as of the date hereof;

         NOW, THEREFORE, the parties hereby agree as follows:

         1. Definitions. The term "Credit Agreement" or "Agreement" (as the case
may be) as used herein and in the Loan Documents shall mean the Credit Agreement
as hereby amended and modified, and as further amended, modified or supplemented
from time to time as permitted thereby.

         2. Amendments. Subject to the conditions hereof, the Credit Agreement
is hereby amended, effective as of the date hereof, as follows:

                  (a) The following definition is added to the Credit Agreement
in its proper alphabetical position in Section 1.1 of the Credit Agreement:

<PAGE>

                  "Indemnification Percentage" means, with respect to each
         Lender at any time, a fraction, (i) the numerator of which shall be the
         sum of such Lender's (A) Revolving Credit Commitment and (B) Term Loan
         Commitment, and (ii) the denominator of which shall be the sum of (X)
         the Total Revolving Credit Commitment and (Y) the Total Term Loan
         Commitment; provided that the Indemnification Percentage of each Lender
         shall be increased or decreased to reflect any assignments to or by
         such Lender effected in accordance with Section 13.1 hereof.

(b) The definition of "Applicable Commitment Percentage" is hereby deleted in
its entirety and the following is inserted in replacement thereof:

         "Applicable Commitment Percentage" means, with respect to each Lender
         at any time, (i) with respect to the Revolving Credit Facility, any
         Revolving Loan, the Letter of Credit Facility and any Letter of Credit
         or Reimbursement Obligation thereunder, a fraction, the numerator of
         which shall be such Lender's Revolving Credit Commitment set forth on
         Exhibit A and the denominator of which shall be the Total Revolving
         Credit Commitment, which Applicable Commitment Percentage for each
         Lender as of March 23, 1998, after the effectiveness of Amendment No. 3
         to Credit Agreement, is as set forth in Exhibit A, and (ii) with
         respect to the Term Loan Facility and any Term Loans, a fraction, the
         numerator of which shall be such Lender's Term Loan Commitment set
         forth on Exhibit A and the denominator of which shall be the Total Term
         Loan Commitment, which Applicable Commitment Percentage for each Lender
         as of March 23, 1998, after the effectiveness of Amendment No. 3 to
         Credit Agreement, is as set forth in Exhibit A; provided that the
         Applicable Commitment Percentage of each Lender shall be increased or
         decreased to reflect any assignments to or by such Lender effected in
         accordance with Section 13.1 hereof.

         C. The definition of "Total Revolving Credit Commitment" is hereby
deleted in its entirety and the following is inserted in replacement thereof:

                  "Total Revolving Credit Commitment" means a principal amount
equal to $70,000,000, as reduced from time to time in accordance with Section
3.7 hereof.

         (d) Section 12.5 of the Credit Agreement is hereby deleted in its
entirety and replaced by the following:

                           12.5 INDEMNIFICATION. The Lenders agree to indemnify
                  the Agent (to the extent not reimbursed under Section 13.9
                  hereof, but without limiting the obligations of the Borrower
                  under such Section) ratably in accordance with their
                  respective Indemnification Percentages for any and all
                  liabilities, obligations, losses, damages, penalties, actions,
                  judgments, suits, costs, expenses (including attorneys'fees),
<PAGE>

                  or disbursements of any kind and nature whatsoever that may be
                  imposed on, incurred by or asserted against the Agent
                  (including by any Lender) in any way relating to or arising
                  out of any Loan Document or the transactions contemplated
                  thereby or any action taken or omitted by the Agent under any
                  Loan Document; provided that no Lender shall be liable for any
                  of the foregoing to the extent they arise from the gross
                  negligence or willful misconduct of the Person to be
                  indemnified. Without limitation of the foregoing, each Lender
                  agrees to reimburse the Agent promptly upon demand for its
                  ratable share of any costs or expenses payable by the Borrower
                  under Section 13.5, to the extent that the Agent is not
                  promptly reimbursed for such costs and expenses by the
                  Borrower.

                  The agreements contained in this Section 12.5 shall survive
                  payment in full of the Loans and all other amounts payable
                  under this Agreement.

                    (e) Exhibit A to the Credit Agreement is hereby amended and
                  restated in its entirety as set forth on Annex I attached
                  hereto and incorporated herein by reference.

         3. Guarantors. Each Guarantor hereby (i) consents and agrees to the
amendments to the Credit Agreement set forth herein and (ii) confirms its joint
and several guarantee of payment of all the Obligations pursuant to the
Subsidiary Guaranty.

         4. Representations and Warranties. The Borrower hereby certifies that:

                  (a) The representations and warranties made by the Borrower in
Article VIII of the Credit Agreement are true and correct in all material
respects on and as of the date hereof, with the same effect as though such
representations and warranties were made on the date hereof, except to the
extent that such representations and warranties expressly relate to an earlier
date.

                  (b) No event has occurred and no condition exists which, upon
the consummation of the transaction contemplated hereby, will constitute a
Default or an Event of Default on the part of the Borrower under the Credit
Agreement or any other Loan Document either immediately or with the lapse of
time or the giving of notice, or both.

         5. Entire Agreement. This Amendment Agreement sets forth the entire
understanding and agreement of the parties hereto in relation to the subject
matter hereof and supersedes any prior negotiations and agreements among the
parties relative to such subject matter. No promise, condition, representation
or warranty, express or implied, not herein set forth shall bind any party
hereto, and not one of them has relied on any such promise, condition,
representation or warranty. Each of the parties hereto acknowledges that, except
as

<PAGE>

otherwise expressly stated herein, no representations, warranties or
commitments, express or implied, have been made by any party to the other. None
of the terms or conditions of this Amendment Agreement may be changed, modified,
waived or canceled orally or otherwise, except by writing, signed by all the
parties hereto, specifying such change, modification, waiver or cancellation of
such terms or conditions, or of any preceding or succeeding breach thereof.

         6. Full Force and Effect of Agreement. Except as hereby specifically
amended, modified or supplemented, the Credit Agreement and all of the other
Loan Documents are hereby confirmed and ratified in all respects and shall
remain in full force and effect according to their respective terms.

         7. Counterparts. This Amendment Agreement may be executed in one or
more counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.

         8. Governing Law. This Agreement shall in all respects be governed by,
and construed in accordance with, the laws of the state of New York.

         9. Enforceability. Should any one or more of the provisions of this
Amendment Agreement be determined to be illegal or unenforceable as to one or
more of the parties hereto, all other provisions nevertheless shall remain
effective and binding on the parties hereto.

         10. Credit Agreement. All references in any of the Loan Documents to
the "Credit Agreement" shall mean the Credit Agreement as amended hereby and all
references to the "Total Revolving Credit Commitment" in any of the Loan
Documents shall mean the Total Revolving Credit Commitment as amended hereby.

         11. Successors and Assigns. This Amendment Agreement shall be binding
upon and inure to the benefit of each of the Borrower, the Lenders and the Agent
and their respective successors, assigns and legal representatives; provided,
however, that the Borrower, without the prior consent of the Agent, may not
assign any rights, powers, duties or obligations hereunder.

         12. Expenses. Borrower agrees to pay to the Agent and the Lenders all
reasonable out-of-pocket expenses incurred or arising in connection with the
negotiation and preparation of this Amendment Agreement.

                            [SIGNATURE PAGES FOLLOW.]

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3
to Credit Agreement to be duly executed by their duly authorized officers, all
as of the day and year first above written.

                                     BORROWER:

                                     BERLITZ INTERNATIONAL, INC.

                                     By: __________________________________
                                     Name: ________________________________
                                     Title: _________________________________

                                     GUARANTORS:

                                     BERLITZ LANGUAGES, INC.

                                     By: __________________________________
                                     Name: ________________________________
                                     Title: _________________________________


                                     BERLITZ INVESTMENT CORPORATION

                                     By: __________________________________
                                     Name: ________________________________
                                     Title: _________________________________


                                     BERLITZ PUBLISHING COMPANY, INC.

                                     By: __________________________________
                                     Name: ________________________________
                                     Title: _________________________________


                                     BERLITZ DO BRASIL, INC.

                                     By: __________________________________
                                     Name: ________________________________
                                     Title: _________________________________


                                     ELS EDUCATIONAL SERVICES, INC.

                                     By: __________________________________
                                     Name: ________________________________
                                     Title: _________________________________

<PAGE>

                                     AGENT AND LENDERS:

                                     NATIONSBANK, NATIONAL ASSOCIATION,
                                     as Agent for the Lenders and as a Lender

                                     By: __________________________________
                                     Name: ________________________________
                                     Title: _________________________________


                                     THE BANK OF TOKYO-MITSUBISHI, LTD., NEW
                                     YORK BRANCH

                                     By: __________________________________
                                     Name: ________________________________
                                     Title: _________________________________


                                     BANQUE PARIBAS

                                     By: __________________________________
                                     Name: ________________________________
                                     Title: _________________________________


                                     THE CHUGOKU BANK, LIMITED

                                     By: __________________________________
                                     Name: ________________________________
                                     Title: _________________________________


                                     CORESTATES BANK, N.A.

                                     By: __________________________________
                                     Name: ________________________________
                                     Title: _________________________________

<PAGE>

                                     CREDIT AGRICOLE INDOSUEZ

                                     By: __________________________________
                                     Name: ________________________________
                                     Title: _________________________________


                                     THE DAI-ICHI KANGYO BANK, LIMITED

                                     By: __________________________________
                                     Name: ________________________________
                                     Title: _________________________________


                                     FLEET BANK, N.A.

                                     By: __________________________________
                                     Name: ________________________________
                                     Title: _________________________________


                                     THE LONG-TERM CREDIT BANK
                                     OF JAPAN, LTD.

                                     By: __________________________________
                                     Name: ________________________________
                                     Title: _________________________________


                                     PNC BANK, NATIONAL ASSOCIATION

                                     By: __________________________________
                                     Name: ________________________________
                                     Title: _________________________________


                                     THE SAKURA BANK, LIMITED

                                     By: __________________________________
                                     Name: ________________________________
                                     Title: _________________________________

<PAGE>

                                     SUMMIT BANK

                                     By: __________________________________
                                     Name: ________________________________
                                     Title: _________________________________


                                     THE SUMITOMO BANK, LIMITED

                                     By: __________________________________
                                     Name: ________________________________
                                     Title: _________________________________


                                     THE BANK OF NOVA SCOTIA

                                     By: __________________________________
                                     Name: ________________________________
                                     Title: _________________________________

<PAGE>

                                     ANNEX I

EXHIBIT A

APPLICABLE COMMITMENT PERCENTAGES

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<CAPTION>


LENDER                   TRANCHE A              TRANCHE B            APPLICABLE            REVOLVING              APPLICABLE
                         TERM LOAN              TERM LOAN            COMMITMENT            CREDIT                 COMMITMENT
                         COMMITMENT             COMMITMENT           PERCENTAGE            COMMITMENT             PERCENTAGE
                                                                     (TERM LOAN                                   (REVOLVING
                                                                     FACILITY)                                    CREDIT FACILITY)

<S>                      <C>                    <C>                  <C>                   <C>                    <C>
NationsBank, National    $2,607,142.83          $9,907,142.87        10.428571429%         $8,306,623.40          11.86660485714%
Association
Fleet Bank, N.A.         $2,321,428.57          $8,821,428.57        9.285714286%          $7,678,051.96          10.96864565714%
Summit Bank              $2,321,428.57          $8,821,428.57        9.285714286%          $6,392,597.40          9.13228200000%
The Long-Term Credit     $2,321,428.57          $8,821,428.57        9.285714286%          $6,392,597.40          9.13228200000%
Bank of Japan, Ltd.
The Chugoku Bank,        $1,714,285.72          $6,514,285.71        6.857142857%          $5,056,883.11          7.22411872857%
Limited
Corestates Bank, N.A.    $1,714,285.72          $6,514,285.71        6.857142857%          $5,056,883.11          7.22411872857%
The Sumitomo Bank,       $1,714,285.72          $6,514,285.71        6.857142857%          $3,771,428.57          5.38775510000%
Limited
PNC Bank, National       $1,714,285.72          $6,514,285.71        6.857142857%          $6,342,337.67          9.06048238571%
Association
The Bank of Nova Scotia  $1,428,571.43          $5,428,571.43        5.714285714%          $3,142,857.14          4.48979591429%
The Bank of              $1,428,571.43          $5,428,571.43        5.714285714%          $3,142,857.14          4.48979591429%
Tokyo-Mitsubishi, Ltd.
Banque Paribas           $1,428,571.43          $5,428,571.43        5.714285714%          $3,142,857.14          4.48979591429%
Credit Agricole          $1,428,571.43          $5,428,571.43        5.714285714%          $4,428,311.68          6.32615954286%
Indosuez
The Dai-Ichi Kangyo      $1,428,571.43          $5,428,571.43        5.714285714%          $4,002,857.14          5.71836734286%
Bank, Limited
The Sakura Bank,         $1,428,571.43          $5,428,571.43        5.714285714%          $3,142,857.14          4.48979591429%
Limited

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