Registration No.333-

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

J. BAKER, INC.
(Exact name of Registrant as specified in Its Charter)

Massachusetts 04-2866591
(State or other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)

555 Turnpike Street, Canton, Massachusetts 02021
(Address of Principal Executive Offices) (Zip Code)

Amended and Restated 1994 Equity Incentive Plan

Amended and Restated Directors' 1992 Stock Option Plan

Non-Qualified Stock Option Grants
(Full title of the Plans)

ALAN I. WEINSTEIN
J. Baker, Inc.
555 Turnpike Street
Canton, Massachusetts 02021
(Name and address of agent for service)

(781) 828-9300
(Telephone Number, including Area Code, of Agent for Service)

CALCULATION OF REGISTRATION FEE

Amount to Proposed maximum Proposed maximum Amount of
Title of Securities be regis- offering price aggregate offering registration
to be registered tered (1) per share price fee
- ---------------------- -------- ------------------- ---------- ---------

Common Stock, par 600,000 $10.875 (2) $6,525,000 (2) $1,925.00
value $.50 per share

Common Stock, par 100,000 $10.875 (2) $1,087,500 (2) $321.00
value $.50 per share

Common Stock, par 100,000 $1.00 (3) $100,000 (3) $30.00
value $.50 per share

Common Stock, par 50,000 $8.63 (3) $431,500 (3) $127.00
value $.50 per share

(1) The Registration Statement also covers such additional number of shares
which may be issued as a result of anti-dilution adjustments. This
Registration Statement also relates to the Rights to purchase shares of
Series A Junior Participating Cumulative Preferred Stock of the
Registrant which are attached to all shares of Common Stock outstanding
as of, and issued subsequent to, January 6, 1995, pursuant to the terms
of the Registrant's Shareholder Rights Agreement dated December 15,
1994. Until the occurrence of certain prescribed events, the Rights are
not exercisable, are evidenced by the certificates for the Common Stock
and will be transferred with and only with such stock.

(2) Estimated solely for the purpose of determining the amount of the
Registration fee pursuant to Rule 457(c) and (h) and is based upon the
average of the high and low prices of the registrant's Common Stock on
the National Market System of the National Association of Securities
Dealers, Inc. Automated Quotation System on July 22, 1998.

(3) Based upon the exercise price of the Non-Qualified Stock Option
Grants, pursuant to Rule 457(h)(1) under the Securities Act of 1933,
as amended.

PART II
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INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

J. Baker, Inc. (the "Company") hereby incorporates by reference the
documents listed in (a) through (c) below, which have previously been filed with
the Securities and Exchange Commission:

(a) The Company's Annual Report on Form 10-K for the Company's fiscal year ended
January 31, 1998.

(b) The Company's Quarterly Report on Form 10-Q for the Company's fiscal quarter
ended May 2, 1998.

(c) The description of the Company's Common Stock $.50 par value, contained
in the Company's Registration Statement on Form 8-A filed pursuant to
Section 12(g) of the Securities Exchange Act of 1934, as amended, dated
June 2, 1986, including any amendment or report filed for the purpose
of updating such description.

The description of the Company's Rights to purchase shares of the
Company's Series A Junior Participating Cumulative Preferred Stock
contained in the Company's Registration Statement on Form 8-A filed
pursuant to Section 12(g) of the Securities Exchange Act of 1934, as
amended, dated December 15, 1994, including any amendment or report
filed for the purpose of updating such description.

All documents subsequently filed by the Company with the Securities and Exchange
Commission pursuant to Sections 13(a), (c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended, prior to the filing of a post-effective
amendment which indicates that all securities offered hereunder have been sold
or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes
hereof to the extent that a statement contained herein or in any other
subsequently filed document which also is incorporated or deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.

Item 4. Description of Securities.

Not Applicable.

Item 5. Interests of Named Experts and Counsel.

Not Applicable.

Item 6. Indemnification of Directors and Officers.

As permitted by applicable Massachusetts law, Article 6A of the Company's
Restated Articles of Organization, as amended, provides, that the Company shall
indemnify, except as limited by law or as otherwise provided in the Company's
Articles of Organization, each person who serves or has served as a director or
in any other office filled by election or appointment by the stockholders or by
the Board of Directors of the Company against all liability fixed by a judgment,
order, decree, or award in any action, suit or proceeding, civil or criminal,
brought or threatened in or before any court, tribunal, administrative or
legislative body or agency incurred by such person in connection with each such
action, suit or proceeding in which such person is involved as a result of
serving or having served the Company in such capacity or, at the request of the
Company, as a director, officer, employer or other agent of any other
organization. No indemnification will be provided under Article 6A to such a
person with respect to a matter as to which it shall have been adjudicated in
any such action, suit or proceeding that such person did not act in good faith
in the reasonable belief that such person's action was in the best interests of
the Company. Also, in the event that any such action, suit or proceeding is
compromised or settled so as to impose any liability or obligation upon such
person or upon the Company, no indemnification shall be provided to such person
with respect to a matter if the Company has obtained an opinion of counsel that
with respect to such matter such person did not act in good faith in the
reasonable belief that such person's action was in the best interests of the
Company.

Article 6F of the Company's Restated Articles of Organization, provides that no
director of the Company shall be personally liable to the Company or its
stockholders for monetary damages for breach of the Director's duty as a
director notwithstanding any provision of law imposing such liability; provided,
however, that Article 6F also states that the Article shall not eliminate or
limit any liability of a Director (i) for any breach of the director's duty of
loyalty to the Company or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Sections 61 or 62 of the Massachusetts Business Corporation
Law, or (iv) with respect to any transaction from which the director derived an
improper personal benefit.

Article 6F also provides that if the Massachusetts Business Corporation law is
subsequently amended to further eliminate or limit the personal liability of
directors or to authorize corporate action to further eliminate or limit such
liability, then the liability of the directors of the company shall be
eliminated or limited to the fullest extent permitted by the Massachusetts
Business Corporation Law as so amended.

Item 7. Exemption from Registration Claimed.

Not Applicable.

Item 8. Exhibits.

The following is a complete list of Exhibits filed or incorporated by
reference as part of this Registration Statement.

Exhibits

4.1 Amended and Restated Articles of Organization of the Company, as filed with
the Secretary of the Commonwealth of Massachusetts on September 26, 1990
(incorporated herein by reference to Exhibit 3.01 to the Company's Form
10-K Report for the year ended February 2, 1991).

4.2 By-laws of the Company, as amended by the Board of Directors on September
11, 1990 (incorporated herein by reference to Exhibit 19.01 to the
Company's Form 10-Q Report for the quarter ended November 3, 1990). 5 *
Opinion of Mark T. Beaudouin, counsel to the Company, as to the legality of
the securities being registered.

23.1* Consent of Mark T. Beaudouin (included in Exhibit 5).

23.2* Consent of KPMG Peat Marwick LLP.

24* Power of Attorney (included on signature page of this Registration
Statement).
99.1*J. Baker, Inc. Amended and Restated 1994 Equity Incentive Plan dated as of
March 29, 1994.

99.2*J. Baker, Inc. Amended and Restated 1992 Directors' Stock Option Plan
dated as of April 13, 1992.

99.3*Non-Qualified Stock Option Grant Agreement between J. Baker, Inc. and
James D. Lee, dated June 5, 1997.

99.4*Non-Qualified Stock Option Grant Agreement between J. Baker, Inc. and
Roger J. Osborne, dated June 5, 1997.

99.5*Non-Qualified Stock Option Grant Agreement between J. Baker, Inc. and
Stuart M. Glasser, dated September 15, 1997.

99.6*Non-Qualified Stock Option Grant Agreement between J. Baker, Inc. and
Stuart M. Glasser, dated September 15, 1997.

* Filed herewith

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:

(i)To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement; and

(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) herein do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the undersigned registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement;

(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof; and

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act, and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Canton, Commonwealth of Massachusetts, on July 28,
1998.

J. BAKER, INC.

By: /s/ Alan I. Weinstein
Alan I. Weinstein
President and Chief Executive Officer

POWER OF ATTORNEY AND SIGNATURES

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Alan I. Weinstein and Philip G.
Rosenberg, and each of them singly, his or her true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him or her
and in his or her name, place and stead, and in any and all capacities, to sign
any and all amendments (including post-effective amendments) to this
Registration Statement on Form S-8 and to file the same with all exhibits
thereto and other documents in connection therewith with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as each such person might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

Signature Capacity Date

/s/ Alan I. Weinstein President, Chief July 28, 1998
Alan I. Weinstein Executive Officer and
Director (Principal
Executive Officer)

/s/ Philip G. Rosenberg Executive Vice President, July 28, 1998
Philip G. Rosenberg Chief Financial Officer and
Treasurer (Principal Financial and
Accounting Officer)

/s/ Sherman N. Baker Chairman of the Board July 28, 1998
Sherman N. Baker of Directors

/s/ J. Christopher Clifford Director July 28, 1998
J. Christopher Clifford

/s/ Douglas J. Kahn Director July 28, 1998
Douglas J. Kahn

/s/ Harold Leppo Director July 28, 1998
Harold Leppo

/s/ David Pulver Director July 28, 1998
David Pulver

/s/ Melvin M. Rosenblatt Director July 28, 1998
Melvin M. Rosenblatt

/s/ Nancy Ryan Director July 28, 1998
Nancy Ryan

EXHIBIT INDEX

Exhibit
Number Description of Document

5* Opinion of Mark T. Beaudouin, counsel to the Company, as to the legality of
the securities being registered, attached.

23.1* Consent of Mark T. Beaudouin (included in Exhibit 5), attached.

23.2* Consent of KPMG Peat Marwick LLP, attached.

24 * Power of Attorney (included on signature page of this Registration
Statement), attached.

99.1*J. Baker, Inc. Amended and Restated 1994 Equity Incentive Plan dated as of
March 29, 1994, attached.

99.2*J. Baker, Inc. Amended and Restated 1992 Directors' Stock Option Plan
dated as of April 13, 1992, attached.

99.3*Non-Qualified Stock Option Grant Agreement between J. Baker, Inc. and
James D. Lee, dated June 5, 1997, attached.

99.4*Non-Qualified Stock Option Grant Agreement between J. Baker, Inc. and
Roger J. Osborne, dated June 5, 1997, attached.

99.5*Non-Qualified Stock Option Grant Agreement between J. Baker, Inc. and
Stuart M. Glasser, dated September 15, 1997, attached.

99.6*Non-Qualified Stock Option Grant Agreement between J. Baker, Inc. and
Stuart M. Glasser, dated September 15, 1997, attached.

* Filed herewith