Exhibit 10.33


                                SECOND AMENDMENT
                             TO EMPLOYMENT AGREEMENT
                               DATED APRIL 1, 1997



     Reference is made to the Executive  Employment  Agreement dated as of April
1, 1997 as amended on April 10, 1998 (the  "Agreement") by and between J. Baker,
Inc. and Philip G.  Rosenberg.  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 30, 2000" in the fourth line  thereof and  inserting in
its place the phrase "ending on April 30, 2001".

         2. Paragraph 9  subparagraph  (d) of the Agreement is hereby amended by
inserting the following at the end of such subparagraph:

                  ";  provided,  however,  that any such salary in excess of one
         (1)  year of Base  Salary  shall  be  offset  by any  salary  or  other
         compensation  earned by the Employee  from other  employment;  it being
         understood  that the Employee shall use reasonable  efforts to find new
         employment suitable to his training and experience."


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



J. BAKER, INC.


By:/s/Alan I. Weinstein                              April 7, 1999
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Alan I. Weinstein                                    Date
President and
Chief Executive Officer


/s/Philip Rosenberg                                  April 16, 1999            
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Philip G. Rosenberg                                  Date