EXHIBIT 10.09

                               SECOND AMENDMENT
                            TO EMPLOYMENT AGREEMENT
                             DATED MARCH 25, 1993




         Reference is made to the Executive Employment Agreement dated as of 
March 25, 1993, as amended on March 31, 1995 (the "Agreement") by and between J.
Baker, Inc. and Sherman N. Baker.  Pursuant to paragraph 19 of the Agreement and
in order to further 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  "$315,000"  in the third  line  thereof  and
inserting in its place the figure "$283,500".

         2.  Paragraph 6 of the  Agreement  is hereby  amended by  deleting  the
phrase  "ending on April 1, 1996" in the fifth line thereof and inserting in its
place the phrase "ending on April 1, 1997".

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



J. BAKER, INC.




By:/s/ Jerry M. Socol                                  March 31, 1996
         Jerry M. Socol                                Date
         President and
         Chief Executive Officer




   /s/ Sherman N. Baker                                March 31, 1996
         Sherman N. Baker                              Date