EXHIBIT 10.10

                       AMENDMENT
                  TO EMPLOYMENT AGREEMENT
                    DATED MARCH 25, 1993




         Reference is made to the Executive Employment Agreement
 dated as of March 25, 1993 (the "Agreement") by and between J.
 Baker, Inc. and Sherman N. Baker.  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 3(a) of the Agreement entitled
 "Compensation" is hereby amended by deleting the figure "$350,000"
 in the third line thereof and inserting in its place the figure
 "$315,000".

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

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


J. BAKER, INC.





      /s/ Jerry M. Socol              March 31, 1995
      ----------------------          ----------------
By:   Jerry M. Socol                  Date
      President and
      Chief Executive Officer




      /s/ Sherman N. Baker             March 31, 1995
      -------------------             ----------------
      Sherman N. Baker                 Date