Exhibit 10.12a


                                 Amendment to
                      July 28, 1997 Employment Agreement
                         between Herbert J. Zarkin and
                           BJ's Wholesale Club, Inc.

     The July 28, 1997 Employment Agreement (the "Agreement") between Herbert J.
Zarkin of 8 Lands End Lane, Sudbury, Massachusetts  01776 ("Executive") and BJ's
Wholesale Club, Inc., a Delaware corporation (the "Company"), whose principal
office is in Natick, Massachusetts, is hereby amended, effective as of September
14, 2000, as follows.

     1.  Section 1 of the Agreement is amended to read in its entirety as
         follows:

         "1.   EFFECTIVE DATE; TERM OF AGREEMENT.  The Agreement is effective
         as of July 28, 1997 and is amended effective as of September 14, 2000.
         This Amendment and the Agreement shall supersede any other employment
         agreement including, without limitation, the Employment Agreement
         dated as of September 19, 1996 between Executive and Waban Inc., a
         Delaware corporation, renamed HomeBase, Inc. ("HomeBase"), other than
         the Employment Agreement dated July 28, 1997 between the Executive and
         HomeBase (the "HomeBase Employment Agreement") and the Change of
         Control Severance Agreement dated as of July 28, 1997 between the
         Company and Executive (the "Change of Control Agreement").
         Executive's employment by the Company shall continue on the terms
         provided herein until September 15, 2003 and thereafter until
         terminated by either Executive or the Company, subject to earlier
         termination as provided herein (such period of employment hereinafter
         called "Employment Period")."

     2.  Section 3(b) is hereby amended as follows by adding the following
         sentence at the end thereof:

         "Notwithstanding the foregoing sentences in subsection 3(b) Executive
         will not be eligible to earn any additional MIP awards for periods
         beginning after February 3, 2001."

     3.  Section 5(a) and to 5(b) shall be amended by replacing "July 31, 2000"
         with "September 15, 2003".


     4.  Section 12 is Amended to read in its entirety as follows:

          "12.   ENTIRE AGREEMENT.  This Amendment, the Agreement and Exhibit A
          to the Agreement supersede all prior written or oral agreements
          between the Company and the Executive and represents the entire
          agreement between the parties relating to the Executive's employment
          by the Company, except the Change of Control Agreement."

                                              /s/ Herbert J. Zarkin
                                              ------------------------------
                                              Herbert  J. Zarkin


                                              BJ'S WHOLESALE CLUB, INC.


                                              By: /s/ John J. Nugent
                                                  --------------------------
                                                  President



Amd HZemp



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