EXHIBIT 10.24

                         FOURTH AMENDMENT
                     TO EMPLOYMENT AGREEMENT
                       DATED MARCH 25, 1993




         Reference is made to the  Executive  Employment  Agreement  dated as of
March 25,  1993,  as amended by an  Amendment  dated  April 27,  1994,  a Second
Amendment  dated May 2, 1995 and a Third  Amendment  dated November 7, 1995 (the
"Agreement")  by and between J. Baker,  Inc.  and Larry I.  Kelley.  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 6 of the  Agreement  is hereby  amended by  deleting  the
phrase  "ending on April 1, 1997" in the fifth line thereof and inserting in its
place the phrase "ending on April 1, 1998".

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



J. BAKER, INC.




By:/s/ Jerry M. Socol                            April 5, 1996
         Jerry M. Socol                          Date
         President and
         Chief Executive Officer




/s/ Larry I. Kelley                              April 5, 1996
         Larry I. Kelley                         Date