Amendment No. 7
                  Dated as of January 18, 1995
                             to
              RESTATED AND AMENDED CREDIT AGREEMENT
                    Dated as of July 27, 1992


          This Amendment No. 7 ("Amendment No. 7") dated as of
January 18, 1995, is entered into between RHI Holdings, Inc., a
Delaware corporation ("RHI") and Citicorp North America, Inc., a
Delaware corporation (the "RHI Senior Lender"), the sole Senior
Lender of RHI.

          PRELIMINARY STATEMENT.  RHI, the RHI Senior Lender,
certain financial institutions in the capacities of Agents and
Administrative Agent for the Senior Lenders are parties, among
others, to that certain Restated and Amended Credit Agreement
dated as of July 27, 1992, as amended (the "Credit Agreement"). 
Capitalized terms used herein without definition are used herein
as defined in the Credit Agreement.

          RHI has requested that Section 11.07B(b) of the Credit
Agreement be amended to increase the amount of permitted recourse
obligations of RHI's Foreign Subsidiaries resulting from sales,
discounts, and other transfers of Accounts of such Foreign
Subsidiaries and the RHI Senior Lender has agreed to such request
on the terms and conditions set forth herein.


          SECTION 1.  Amendment to the Credit Agreement.

          Subject to the satisfaction of the conditions precedent
set forth in Section 2 below, Section 11.07B(b) of the Credit
Agreement is hereby amended to delete the provisions thereof in
their entirety and substitute the following therefor:

          (b)  RHI shall not permit any of its Foreign
Subsidiaries to, directly or indirectly, sell or discount or
otherwise sell any of its Accounts or any of its notes or
obligations receivable in any amount with recourse, except
Accounts, notes or obligations receivable which result in
recourse obligations of such Foreign Subsidiaries in an aggregate
amount not in excess of $2,500,000.


          SECTION 2.  Conditions Precedent to Effectiveness.  The
amendment set forth in SECTION 1 above shall become effective and
be deemed effective as of the date hereof, if, and only if, the
Administrative Agent shall have received on or before January 23,
1995, a facsimile or original executed copy of this Amendment No.
7 executed by RHI and the RHI Senior Lender.

          SECTION 3.  Representations and Warranties.  RHI hereby
represents and warrants as follows:

          3.1    This Amendment No. 7 and the Credit Agreement as
previously executed and amended and as amended hereby, constitute
legal, valid and binding obligations of RHI and are enforceable
against RHI in accordance with their terms.

          3.2    No Event of Default or Potential Event of
Default exists or would result from any of the transactions
contemplated by this Amendment No. 7.

          3.3     Upon the effectiveness of this Amendment No. 7,
RHI hereby reaffirms all covenants, representations and
warranties made by such Person in the Credit Agreement to the
extent the same are not amended hereby, and agrees that all such
covenants, representations and warranties shall be deemed to have
been remade as of the date this Amendment No. 7 becomes effective
(unless a representation and warranty is stated to be given on
and as of a specific date, in which case such representation and
warranty shall be true, correct and complete as of such date).

          SECTION 4.  Reference to and Effect on the Credit
Agreement.

         4.1  Upon the effectiveness of this Amendment No. 7,
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 Credit Agreement, as amended
hereby, and each reference to the Credit Agreement in any other
document, instrument or agreement executed and/or delivered in
connection with the Credit Agreement shall mean and be a
reference to the Credit Agreement as amended hereby.

          4.2      Except as specifically amended above, the
Credit Agreement, the Notes and all other Loan Documents shall
remain in full force and effect and are hereby ratified and
confirmed.

          4.3  The execution, delivery and effectiveness of this
Amendment No. 7 shall not operate as a waiver of any right, power
or remedy of any Senior Lender or Agent or the Administrative
Agent under the Credit Agreement, the Notes or any of the other
Loan Documents, nor constitute a waiver of any provision
contained therein, except as specifically set forth herein.

         SECTION 5.  Execution in Counterparts.  This Amendment
No. 7 may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which
when so executed and delivered shall be deemed to be an original
and all of which taken together shall constitute but one and the
same instrument. Delivery of an executed counterpart of this
Amendment No. 7 by telecopier shall be effective as delivery of a
manually executed counterpart of this Amendment No. 7.

          SECTION 6.  Governing Law.  This Amendment No. 7 shall
be governed by and construed in accordance with the laws of the
State of New York.

          SECTION 7.  Headings.  Section headings in this
Amendment No. 7 are included herein for convenience of reference
only and shall not constitute a part of this Amendment No. 7 for
any other purpose.

          IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 7 to be executed by their respective officers
thereunto duly authorized as of the date first above written.



CITICORP NORTH AMERICA, INC.
By:  Emily rosensheck
Title:  Vice President

RHI HOLDINGS, INC.
By:  Karen L. Schneckenburger
Title:  Treasurer