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
<TABLE>
<S>                            <C>             <C>                        <C>
                               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
</TABLE>


<PAGE>


(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
                                     -------
               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



<PAGE>

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.


<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 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.

<TABLE>
<S>                                  <C>                                 <C>
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

</TABLE>


<PAGE>
                                  EXHIBIT INDEX

Exhibit
Number               Description of Document

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, 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
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 21841}]
{"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": "333-60021", "film-number": "98672487"}, "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, 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
                                     -------
               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

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, 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