Exhibit 10.38


                                 FIRST AMENDMENT
                             TO EMPLOYMENT AGREEMENT
                             DATED SEPTEMBER 9, 1998



     Reference  is  made  to the  Executive  Employment  Agreement  dated  as of
September 9, 1998 (the  "Agreement")  by and between J. Baker,  Inc. and Michael
Fine.  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 September 9, 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                                  4/7/99
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Alan I. Weinstein                                        Date
President and
Chief Executive Officer



/s/ Michael Fine                                         4/12/99
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Michael Fine                                             Date