Exhibit (4) b

                               FIRST AMENDMENT TO
                      AMENDED AND RESTATED CREDIT AGREEMENT

      This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT  AGREEMENT is dated as
of April 2, 1999, and is between S & K FAMOUS BRANDS,  INC. (the  "Company") and
FIRST UNION NATIONAL BANK, as successor-in-interest to Signet Bank/Virginia (the
"Bank").

                                    Recitals
A.  The  Company  and the Bank  entered  into an  Amended  and  Restated  Credit
Agreement  dated as of May 31, 1997 (the "Loan  Agreement").  B. The Company and
the Bank have agreed to modify certain provisions in the Loan Agreement, subject
to the terms and conditions of this First Amendment.

                                    Agreement

       NOW,  THEREFORE,  for and in consideration  of the terms,  conditions and
agreements herein, the Bank and the Company hereby agree as follows:

       1. Definitions. Except as provided specifically herein, all defined terms
used  herein  shall  have  the  meanings  ascribed  to such  terms  in the  Loan
Agreement.

       2. Amendments. The Loan Agreement is hereby amended as follows:

          A. Section 7.3 is amended and restated as follows:

                           SECTION  7.3  Consolidated  Tangible  Net Worth.  The
                    Company will maintain Consolidated Tangible Net Worth (i) as
                    of January 30, 1999, of not less than  $48,300,000  and (ii)
                    for  each   fiscal  year   thereafter,   of  not  less  than
                    $48,300,000  plus eighty  percent  (80%) of each  successive
                    year's net income. However, during the fiscal year beginning
                    February 1, 1999 and all periods  thereafter,  upon approval
                    of the Company's Board of Directors and  notification to the
                    Bank,  S & K may  repurchase  its own  stock,  provided  the
                    aggregate  market value of such  repurchases does not exceed
                    $12,800,000.  Any such repurchases  shall reduce the minimum
                    Consolidated  Tangible Net Worth  requirement  by 90% of the
                    value of the stock repurchased.  In no event, however, shall
                    the Consolidated  Tangible Net Worth as calculated herein be
                    reduced in the event of any net loss for any fiscal year.

          B. Section 7.14 is amended to provide that the Company is permitted to
repurchase  outstanding shares of the Company,  if, after giving effect thereto,
there  would not exist  any  Default  or any  Potential  Default  under the Loan
Agreement, and that any previous Event of Default prior to this First Amendment,
as a result of the  repurchase of the  Company's  outstanding  stock,  is hereby
waived.

          C. Section  10.5 is amended to change the manner in which  interest is
calculated  for Money  Market  Loans  (made  pursuant to section 2.3 of the Loan
Agreement)  from  the  basis  of a year of 365  days to a  360-day  year  basis.
Interest shall  continue to be calculated on a 365-day-year  basis for Fed Funds
Loans  (made  pursuant  to  section  2.1  of the  Loan  Agreement).

       3.  Limited  Amendment.  Except  as  provided  expressly  in  this  First
Amendment,  each  term,  condition  or  agreement  in the Loan  Agreement  shall
continue to be fully enforceable in accordance with its terms.

       WITNESS the following authorized signatures of the parties hereto:

                                        Company:

                                        S & K FAMOUS BRANDS, INC.

                                        By:     /s/ Robert E. Knowles
                                             Robert E. Knowles
                                             Executive Vice President and
                                             Chief Financial Officer

                                        Bank:

                                        FIRST UNION NATIONAL BANK
                                        (formerly, Signet Bank/Virginia)

                                        By:     /s/ Joyce L. Barry
                                             Joyce L. Barry
                                             Senior Vice President