EXHIBIT 10.24

                     AMENDMENT                       
               TO EMPLOYMENT AGREEMENT
                 DATED NOVEMBER 1, 1993




         Reference is made to the Executive Employment Agreement
 dated as of November 1, 1993 (the "Agreement") by and between J.
 Baker, Inc. and Stuart Needleman.  Pursuant to paragraph 19 of the
 Agreement and in order to amend certain provisions of the
 Agreement, the Agreement is hereby amended as follows:

         1.      Paragraph 6 of the Agreement is hereby amended by
 deleting the phrase "ending on November 1, 1995" in the fourth
 line thereof and inserting in its place the phrase "ending on
 April 1, 1996".

         2.      All other terms of the Agreement shall remain
 unchanged and continue in full force and effect.


J. BAKER, INC.





       /s/ Jerry M. Socol             February 13, 1995
       -----------------------        ------------------
By:    Jerry M. Socol                 Date 
       President and
       Chief Executive Officer



       /s/ Stuart M. Needleman         February 13, 1995
       -----------------------         -----------------  
       Stuart Needleman                Date