EXHIBIT 10a

                     SEVENTH AMENDMENT TO CREDIT AGREEMENT

       SEVENTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of
March 13, 1998, among ACG HOLDINGS, INC. ("Holdings"), AMERICAN COLOR
GRAPHICS, INC. (the "Borrower"), the financial institutions party to the
Credit Agreement referred to below (the "Lenders"), BT COMMERCIAL CORPORATION,
as Agent (the "Agent") for the Lenders, and BANKERS TRUST COMPANY, as Issuing
Bank (the "Issuing Bank").  All capitalized terms used herein and not
otherwise defined shall have the respective meanings provided such terms in
the Credit Agreement.

                             W I T N E S S E T H :

       WHEREAS, Holdings, the Borrower, the Lenders, the Agent and the Issuing
Bank are parties to a Credit Agreement, dated as of August 15, 1995 (as
amended, modified or supplemented to the date hereof, the "Credit Agreement");
and

       WHEREAS, the parties hereto wish to amend the Credit Agreement as
herein provided;

       NOW, THEREFORE, it is agreed:

       1.  Section 3.1(a) of the Credit Agreement is hereby amended by deleting
the amount "$15,000,000" appearing in said Section and inserting the amount
"$25,000,000" in lieu thereof.

       2.  In order to induce the Lenders to enter into this Amendment, the
Borrower hereby represents and warrants that (x) no Default or Event of
Default exists as of the Seventh Amendment Effective Date (as defined below),
both before and after giving effect to this Amendment and (y) all of the
representations and warranties contained in the Credit Agreement and the other
Credit Documents are true and correct in all material respects on the Seventh
Amendment Effective Date, both before and after giving effect to this
Amendment, with the same effect as though such representations and warranties
had been made on and as of the Seventh Amendment Effective Date (it being
understood that any representation or warranty made as of a specific date
shall be true and correct in all material respects as of such specific date).

       3.  This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Credit
Agreement or any other Credit Document.

       4.  This Amendment may be executed in any number of counterparts and
by the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of
which shall together constitute one and the same instrument.  A complete set
of counterparts shall be lodged with the Borrower and the Agent.

       5.  THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.

       6.  This Amendment shall become effective on the date (the "Seventh
Amendment Effective Date") when each of Holdings, the Borrower and the Required
Lenders shall have signed a copy hereof (whether the same or different copies)
and shall have delivered (including by way of facsimile transmission) the same
to the Agent at 14 Wall Street, New York, New York 10005  Attention: Bruce
Addison.

       7.  From and after the Seventh Amendment Effective Date, all references
in the Credit Agreement and each of the other Credit Documents to the Credit
Agreement shall be deemed to be references to the Credit Agreement as amended
hereby.

                            *          *          *

       IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Amendment as of the date first
above written.

                                            ACG HOLDINGS, INC.


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


                                            AMERICAN COLOR GRAPHICS, INC.


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

                                            BT COMMERCIAL CORPORATION,
                                            Individually and as Agent


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


                                            BTM CAPITAL CORPORATION


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


                                            BNY FINANCIAL CORPORATION
                                            (successor by merger to THE BANK OF
                                            NEW YORK COMMERCIAL
                                            CORPORATION)


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


                                            DEUTSCHE FINANCIAL SERVICES
                                            HOLDING CORP.


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


                                            FINOVA CAPITAL CORPORATION


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


                                            GIBRALTAR CORPORATION OF
                                            AMERICA


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


                                            LASALLE NATIONAL BANK


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


                                            SANWA BUSINESS CREDIT
                                            CORPORATION


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



                                            HELLER BUSINESS CREDIT
                                            CORPORATION


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