<PAGE>

                                                             Registration No.333



                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 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                        (I.R.S. Employer
  Incorporation or Organization)                        Identification No.)


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


                       Non-Qualified Stock Option Grant
                       --------------------------------
                           (Full title of the plan)

                               MICHAEL A. O'HARA
                                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
<TABLE>
<CAPTION>
                              Amount to       Proposed maximum         Proposed maximum       Amount of
Title of Securities         be registered      offering price         aggregate offering     registration
to be registered                 (1)          price per share (2)          fee (2)                fee
----------------------     --------------     -------------------     ------------------     ------------
<S>                        <C>                <C>                     <C>                    <C>
Common Stock, par              25,000               $1.00                   $25,000              $6.25
value $.50 per share
</TABLE>


(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.
<PAGE>

(2)  Reflects the exercise price of the option grant, pursuant to Rule 457(h)(i)
     under the Securities Act of 1933, as amended.


              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.
          ----------------------------------------

     The following documents are incorporated herein by reference:

(a)  The Company's Annual Report on Form 10-K for the Company's fiscal year
     ended January 29, 2000.

(b)  The Company's Quarterly Report on Form 10-Q for the Company's fiscal
     quarter ended April 29, 2000.

     The Company's Quarterly Report on Form 10-Q for the Company's fiscal
     quarter ended July 29, 2000.

     The Company's Quarterly Report on Form 10-Q for the Company's fiscal
     quarter ended October 28, 2000.

(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.

                                       2
<PAGE>

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
judgement, 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.

                                       3
<PAGE>

Item 8.  Exhibits.
         ---------

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

Exhibits
--------

 4.       Instruments Defining the Rights of Security Holders, including
          Indentures.

 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 Michael A. O'Hara, counsel to the Company, as to the
          legality of the securities being registered.

23.1*     Consent of Michael A. O'Hara (included in Exhibit 5).

23.2*     Consent of KPMG LLP

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

99.1*     Non-Qualified Stock Option Grant Agreement dated September 9, 1998
          relating to 25,000 shares of Common Stock.

*  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; 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;

                                       4
<PAGE>

     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.

                                       5
<PAGE>

                                  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 February
13, 2001.

                                        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 Elizabeth C. White, 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.

<TABLE>
<CAPTION>
Signature                    Capacity                       Date
--------------------------   ----------------------------   -----------------
<S>                          <C>                            <C>
/s/ Alan I. Weinstein        President, Chief               February 13, 2001
--------------------------   Executive Officer and
Alan I. Weinstein            Director (Principal
                             Executive Officer)

/s/ Elizabeth C. White       First Senior Vice President,   February 13, 2001
--------------------------   Chief Financial Officer and
Elizabeth C. White           Treasurer (Principal Financial
                             and Accounting Officer)
</TABLE>

                                       6
<PAGE>

<TABLE>
<CAPTION>
Signature                    Capacity                       Date
--------------------------   ----------------------------   -----------------
<S>                          <C>                            <C>
/s/ Sherman N. Baker         Chairman of the Board          February 13, 2001
--------------------------   of Directors
Sherman N. Baker

/s/ J. Christopher Clifford  Director                       February 13, 2001
---------------------------
J. Christopher Clifford

/s/ Stuart M. Glasser        Director                       February 13, 2001
---------------------------
Stuart M. Glasser

/s/ Douglas J. Kahn          Director                       February 13, 2001
---------------------------
Douglas J. Kahn

/s/ Harold Leppo             Director                       February 13, 2001
---------------------------
Harold Leppo

/s/ David Pulver             Director                       February 13, 2001
---------------------------
David Pulver


/s/ Theodore M. Ronick       Director                       February 13, 2001
---------------------------
Theodore M. Ronick

/s/ Melvin M. Rosenblatt     Director                       February 13, 2001
---------------------------
Melvin M. Rosenblatt

/s/ Nancy Ryan               Director                       February 13, 2001
---------------------------
Nancy Ryan
</TABLE>

                                       7
<PAGE>

                                 EXHIBIT INDEX

Exhibit
Number    Description of Document
------    -----------------------------


 4.       Instruments Defining the Rights of Security Holders, including
          --------------------------------------------------------------
          Indentures.
          ----------

 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 Michael A. O'Hara, counsel to the Company, as to the
          legality of the securities being registered.

23.1*     Consent of Michael A. O'Hara (included in Exhibit 5).

23.2*     Consent of KPMG LLP.

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


99.1*     Non-Qualified Stock Option Grant Agreement dated September 9, 1998
          relating to 25,000 shares of Common Stock.

* Filed herewith
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 20186}]
{"company-data": {"conformed-name": "BAKER J INC", "cik": "0000792570", "assigned-sic": "5661", "irs-number": "042866591", "state-of-incorporation": "MA", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-55492", "film-number": "1537341"}, "business-address": {"street1": "555 TURNPIKE ST", "city": "CANTON", "state": "MA", "zip": "02021", "phone": "6178289300"}, "mail-address": {"street1": "P O BOX 231", "city": "HYDE PARK", "state": "MA", "zip": "02136"}}
Registration No.333

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 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                        (I.R.S. Employer
  Incorporation or Organization)                        Identification No.)

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

                       Non-Qualified Stock Option Grant
                       --------------------------------
                           (Full title of the plan)

                               MICHAEL A. O'HARA
                                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 registered      offering price         aggregate offering     registration
to be registered                 (1)          price per share (2)          fee (2)                fee
----------------------     --------------     -------------------     ------------------     ------------
Common Stock, par              25,000               $1.00                   $25,000              $6.25
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)  Reflects the exercise price of the option grant, pursuant to Rule 457(h)(i)
     under the Securities Act of 1933, as amended.

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.
          ----------------------------------------

     The following documents are incorporated herein by reference:

(a)  The Company's Annual Report on Form 10-K for the Company's fiscal year
     ended January 29, 2000.

(b)  The Company's Quarterly Report on Form 10-Q for the Company's fiscal
     quarter ended April 29, 2000.

     The Company's Quarterly Report on Form 10-Q for the Company's fiscal
     quarter ended July 29, 2000.

     The Company's Quarterly Report on Form 10-Q for the Company's fiscal
     quarter ended October 28, 2000.

(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.

                                       2
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
judgement, 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.

                                       3
Item 8.  Exhibits.
         ---------

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

Exhibits
--------

 4.       Instruments Defining the Rights of Security Holders, including
          Indentures.

 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 Michael A. O'Hara, counsel to the Company, as to the
          legality of the securities being registered.

23.1*     Consent of Michael A. O'Hara (included in Exhibit 5).

23.2*     Consent of KPMG LLP

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

99.1*     Non-Qualified Stock Option Grant Agreement dated September 9, 1998
          relating to 25,000 shares of Common Stock.

*  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; 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;

                                       4
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.

                                       5
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 February
13, 2001.

                                        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 Elizabeth C. White, 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               February 13, 2001
--------------------------   Executive Officer and
Alan I. Weinstein            Director (Principal
                             Executive Officer)

/s/ Elizabeth C. White       First Senior Vice President,   February 13, 2001
--------------------------   Chief Financial Officer and
Elizabeth C. White           Treasurer (Principal Financial
                             and Accounting Officer)
6
Signature                    Capacity                       Date
--------------------------   ----------------------------   -----------------
/s/ Sherman N. Baker         Chairman of the Board          February 13, 2001
--------------------------   of Directors
Sherman N. Baker

/s/ J. Christopher Clifford  Director                       February 13, 2001
---------------------------
J. Christopher Clifford

/s/ Stuart M. Glasser        Director                       February 13, 2001
---------------------------
Stuart M. Glasser

/s/ Douglas J. Kahn          Director                       February 13, 2001
---------------------------
Douglas J. Kahn

/s/ Harold Leppo             Director                       February 13, 2001
---------------------------
Harold Leppo

/s/ David Pulver             Director                       February 13, 2001
---------------------------
David Pulver

/s/ Theodore M. Ronick       Director                       February 13, 2001
---------------------------
Theodore M. Ronick

/s/ Melvin M. Rosenblatt     Director                       February 13, 2001
---------------------------
Melvin M. Rosenblatt

/s/ Nancy Ryan               Director                       February 13, 2001
---------------------------
Nancy Ryan
7
EXHIBIT INDEX

Exhibit
Number    Description of Document
------    -----------------------------

 4.       Instruments Defining the Rights of Security Holders, including
          --------------------------------------------------------------
          Indentures.
          ----------

 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 Michael A. O'Hara, counsel to the Company, as to the
          legality of the securities being registered.

23.1*     Consent of Michael A. O'Hara (included in Exhibit 5).

23.2*     Consent of KPMG LLP.

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

99.1*     Non-Qualified Stock Option Grant Agreement dated September 9, 1998
          relating to 25,000 shares of Common Stock.

* Filed herewith