EXHIBIT 10.31


                FIRST AMENDMENT TO LOAN AGREEMENT

     This First Amendment to Loan Agreement  ("Amendment") dated as of September
28, 1993, is entered into among the parties  signatory  hereto with reference to
that certain Loan Agreement  dated as of May 14, 1993 (the  "Agreement"),  among
the same parties.

     For good and valuable consideration,  the undersigned agree that clause (i)
contained  within  the  proviso  to the first  sentence  of  Section  7.8 of the
Agreement is amended and  restated in its entirety to read as follows:  "(i) the
performance by T&C of its mandatory redemption obligations set forth in Sections
3.02,  4.05,  4.08,  4.11,  or 4.13 of the Senior  Notes  Indenture,  and/or the
redemption  by T&C of Senior Notes  pursuant to Section 3.09 of the Senior Notes
Indenture  (as added by the First  Supplemental  Indenture  thereto  dated as of
August 31,  1993)  from  "Collateral  Proceeds"  (as such term is defined in the
Senior Notes Indenture);".

     To  induce  Foothill  Capital   Corporation  ("FCC")  to  enter  into  this
Amendment, the undersigned,  other than FCC, jointly and severally represent and
warrant  to FCC (a) that they have the power and  authority  to enter  into this
Amendment  and bind  themselves  hereto,  and (b) that  they have  obtained  all
necessary authorizations and consents to enter into this Amendment such that the
execution,  delivery,  and  performance  hereof  by them  does  not and will not
breach,  violate, or contravene any law, regulation,  agreement,  or contract to
which any of them is a party or by which any of them is bound.

     This  Amendment  is a "Loan  Document"  as  such  term  is  defined  in the
Agreement.

     Except as expressly amended hereby, the Agreement remains in full force and
effect.

     This  Amendment may be executed and delivered in  counterparts  in the same
manner as is provided for in Section 15.7 of the Agreement.

[Balance of page intentionally omitted]






     IN WITNESS WHEREOF,  the parties have entered into this Amendment as of the
date first set forth above.


TOWN & COUNTRY CORPORATION,
a Massachusetts corporation

By__/s/ Francis X. Correra_____________
Its_Sr. V.P. & CFO_ ___________________


TOWN & COUNTRY FINE JEWELRY GROUP, INC.,
a Massachusetts corporation

By__/s/ Francis X. Correra_____________
Its_Vice President_____________________


GOLD LANCE, INC.,
a Massachusetts corporation

By__/s/ Francis X. Correra_____________
Its_Treasurer__________________________


L.G. BALFOUR COMPANY, INC.,
a Delaware corporation

By__/s/ Francis X. Correra_____________
Its_Exec. V.P._________________________


FOOTHILL CAPITAL CORPORATION,
a California corporation

By__/s/ Lisa M.________________________
Its_A.N._______________________________



H:\bphla\jst\0220256.wp