EXHIBIT 10.11


                      SECOND AMENDMENT TO CREDIT AGREEMENT


     This  SECOND  AMENDMENT  TO CREDIT  AGREEMENT  is dated as of April 2, 1998
(this "Agreement"),  by and among (a) THE CASUAL MALE, INC. ("Casual Male"), TCM
HOLDING CO., INC. ("TCM"),  WGS CORP.  ("WGS") and TCMB&T,  INC.  ("TCMB&T" and,
together with Casual Male, TCM and WGS, the "Borrowers" and each, singularly,  a
"Borrower"),  (b) J. BAKER,  INC.  (the  "Guarantor"),  (c) FLEET  NATIONAL BANK
("Fleet"),  BANKBOSTON,  N.A.  ("BankBoston")  and  each  of the  other  lending
institutions   party  to  the  Credit   Agreement   (as   hereinafter   defined)
(collectively,  the "Lenders"  and each  singularly,  a "Lender"),  (d) Fleet as
Administrative  Agent for itself and the other  Lenders (in such  capacity,  the
"Administrative  Agent"),  and (e) BankBoston as Documentation  Agent for itself
and the other Lenders (in such capacity,  the "Documentation Agent" and together
with the Administrative Agent, collectively, the "Agents").

         WHEREAS, the Borrowers,  the Guarantor,  the Lenders and the Agents are
parties to a Credit Agreement dated as of May 30, 1997 (as amended, supplemented
or  modified  and  in  effect  from  time  to  time,  the  "Credit   Agreement")
(capitalized  terms used but not defined in this  Agreement  having the meanings
specified for such terms in the Credit Agreement);

         WHEREAS,  the Total  Commitment,  as in effect on the  Closing  Date as
reflected on Schedule 1 to the Credit  Agreement (as such Schedule was in effect
prior  to  giving  effect  to this  Agreement),  was  automatically  reduced  to
$90,000,000  pursuant  to the terms of Section 2.4 of the Credit  Agreement  (as
such Section 2.4 was in effect prior to giving effect to this Agreement);

         WHEREAS, the Borrowers and the Guarantor have requested that the Agents
and the Lenders agree to amend the Credit  Agreement  (including  Schedule 1 and
Schedule 2 thereto) in order (i) to increase the Total Commitment to $95,000,000
(as such amount shall be reduced,  terminated or otherwise  modified pursuant to
the terms of the Credit  Agreement  as amended  and in effect from time to time)
and to amend the schedule of automatic reductions in the Total Commitment,  (ii)
to amend the financial covenants contained in Section 10 of the Credit Agreement
in certain  respects,  and (iii) to amend the definition of Applicable Margin in
certain respects, in each case as provided more fully herein; and

         WHEREAS,  the  Agents  and the  Lenders  are  willing  to agree to such
amendments to the Credit Agreement, upon the terms and subject to the conditions
contained herein;

         NOW, THEREFORE, for valuable consideration,  receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:

Section 1.  Amendment to the Credit  Agreement.  The Credit  Agreement is hereby
     amended as set forth below:

(a)  Mandatory  Reduction  of  Total  Commitment.  Section  2.4  of  the  Credit
     Agreement  is  hereby  amended  and  restated  to read in its  entirety  as
     follows:

                  "ss.2.4.  Mandatory Reduction of Total Commitment.  On each of
the dates  set  forth in the table  below  (each  such  date  being  hereinafter
referred to as a "Commitment  Reduction  Date"),  the Total  Commitment shall be
automatically  reduced by the amount (the "Reduction Amount") set forth opposite
such date in the column headed "Reduction Amount" set forth below, to the amount
set forth opposite such date in the column headed "Total  Commitment"  set forth
below:


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

         Date                              Reduction Amount                     Total Commitment

    December 31, 1998                          $10,000,000                       $85,000,000
    December 31, 1999                          $10,000,000                       $75,000,000"
</TABLE>

(b)  Fixed Charge Coverage Ratio. Section 10.1 of the Credit Agreement is hereby
     amended and restated to read in its entirety as follows:

                  "ss.10.1.  Fixed Charge Coverage Ratio. The Borrowers will not
permit the Fixed Charge  Coverage  Ratio at the end of any fiscal quarter ending
during any period  described  below to be less than the ratio set forth opposite
such period below:

<TABLE>
 <S>                                                                                                <C>
                                         Period                                                     Ratio
                                         ------                                                     -----
 Fiscal quarter  ending May 3, 1997                                                                 1.00 to 1 
 Two  consecutive  fiscal  quarters  ending  August 2,  1997                                        1.00 to 1 
 Three  consecutive  fiscal  quarters  ending  November  1, 1997                                    1.00 to 1 
 Each  period of four  consecutive  fiscal  quarters ending thereafter                              1.25 to 1"
</TABLE>


(c)  Leverage Ratio.  Section 10.2 of the Credit Agreement is hereby amended and
     restated to read in its entirety as follows:

"ss.10.2. Leverage Ratio. The Borrowers will not permit the Leverage Ratio as at
     the end of any fiscal quarter ending during any period  described  below to
     be greater than the ratio set forth opposite such period below:

<TABLE>
       <S>                                                                                <C>
                                    Period                                                  Ratio

       Fiscal quarter ended January 31, 1998                                              3.00 to 1
       February 1, 1998 through October 31, 1998                                          3.75 to 1
       November 1, 1998 through January 30, 1999                                          2.75 to 1
       January 31, 1999 through October 30, 1999                                          3.50 to 1
       October 31, 1999 through January 29, 2000                                          2.25 to 1
       January 30, 2000 and thereafter                                                    3.00 to 1"
</TABLE>

(d)  Capital  Expenditures;  Capitalized  Leases.  Section  10.5  of the  Credit
     Agreement  is  hereby  amended  and  restated  to read in its  entirety  as
     follows:

                  "ss.10.5.  Capital  Expenditures;  Capitalized Leases. None of
  the Apparel Obligors will make Capital  Expenditures  plus  Capitalized  Lease
  expenditures  (including the "face amount" of Capitalized Leases) that exceed,
  in the  aggregate  for all Apparel  Obligors (a)  $9,000,000  in the aggregate
  during  the  fiscal  year  of the  Borrowers  ending  January  31,  1998,  (b)
  $8,000,000  in the aggregate  during the fiscal year of the  Borrowers  ending
  January 30, 1999, and (c)  $9,000,000 in the aggregate  during the fiscal year
  of the Borrower ending January 29, 2000."

         (e) Schedule 1 to Credit Agreement.  Schedule 1 to the Credit Agreement
is hereby  amended  and  restated in its  entirety  and shall be replaced by the
Schedule 1 attached hereto.

         (f) Schedule 2 to Credit Agreement.  Schedule 2 to the Credit Agreement
is hereby  amended by amending  and  restating  the  definition  of  "Applicable
Margin" set forth in such Schedule to read in its entirety as follows:

          "Applicable  Margin.  With  respect  to any  Loan,  at any time  after
     January 31, 1998, the  Applicable  Margin shall be the interest rate margin
     determined by the Administrative  Agent based upon the Leverage Ratio as of
     the  last  day of the  fiscal  quarter  immediately  preceding  any date of
     determination,  effective as of the fifth  Business Day after the financial
     statements referred to in Section 8.4 hereof have been or, if earlier,  are
     required to be furnished by the Borrowers to the  Administrative  Agent and
     each Lender for such immediately  preceding fiscal quarter,  expressed as a
     per annum rate of  interest,  in each case as set forth (a) with respect to
     such  Leverage  Ratio as of the last day of any of the first  three  fiscal
     quarters of any fiscal year, in table 1 below, and (b) with respect to such
     Leverage  Ratio as of the last day of the last fiscal quarter of any fiscal
     year, in table 2 below:



Table 1 (first three fiscal quarters):
<TABLE>
    <S>               <C>              <C>              <C>                      <C>                 <C>
                                                         Base Rate               LIBOR Rate
                                                        Applicable               Applicable          Facility
    Level                Leverage Ratio                    Margin                  Margin            Fee Rate
    -----                --------------                 ----------               ----------          ---------
                                        But 
                         Less Than      Greater
                       Or Equal To      Than
                       -----------      ----- 
     Level 1            2.75:1           --               0.25%                   1.500%              .50%
     Level 2            3.25:1         2.75:1             0.75%                   2.00%               .50%
     Level 3               --          3.25:1             1.25%                   2.50%               .50%


Table 2 (last fiscal quarter):
                                                         Base Rate               LIBOR Rate
                                                        Applicable               Applicable          Facility
    Level                Leverage Ratio                    Margin                  Margin            Fee Rate
    -----                --------------                 ---------                ----------          --------
                                        But 
                         Less Than      Greater
                       Or Equal To      Than

     Level 1            1.75:1           --               0.25%                   1.500%              .50%
     Level 2            2.50:1         1.75:1             0.75%                   2.00%               .50%
     Level 3               --          2.50:1             1.25%                   2.50%               .50%
</TABLE>

         provided, however, that, in the event that any Borrower fails to timely
provide the financial  statements referred to above in accordance with the terms
of Section 8.4 hereof,  and without  prejudice  to any  additional  rights under
Section 14.3 hereof, no downward adjustment of the Applicable Margin shall occur
until the second Business Day after the actual delivery of such statements. From
April 3, 1998 until the date of delivery  of the  financial  statements  for the
fiscal  quarter  ending on January 31,  1998  pursuant  to Section  8.4(a),  the
Leverage Ratio shall be deemed to be at Level 3 as set forth in table 2 above."

         Section 2.  Conditions to  Effectiveness.  This Agreement  shall become
effective (the date of such  effectiveness  being referred to hereinafter as the
"Effective  Date")  on the  date  on  which  each  of the  following  conditions
precedent is satisfied:

          (a) the  Administrative  Agent  shall  have  received  copies  of this
     Agreement  bearing the signature of each of the  Borrowers,  the Guarantor,
     the Agents and the Lenders;

          (b) the  Administrative  Agent  shall have  received  from each of the
     Apparel Obligors a certificate  signed by a duly authorized officer of such
     Person to the effect that its certificate or articles of  incorporation  or
     organization and its by-laws,  in each case as previously  delivered to the
     Administrative Agent on or prior to the Closing Date, have not been amended
     or modified and remain in full force and effect;

          (c) all corporate action  necessary for the valid execution,  delivery
     and  performance  by each Apparel  Obligor of this  Agreement and the other
     Loan  Documents to which it is or is to become a party shall have been duly
     and  effectively  taken,  and evidence  thereof  satisfactory to the Agents
     shall have been provided to the Administrative Agent;

          (d) the  Administrative  Agent  shall have  received  from each of the
     Apparel  Obligors an  incumbency  certificate  signed by a duly  authorized
     officer of such Person and giving the name and bearing a specimen signature
     of each individual who shall be authorized: (i) to sign, in the name and on
     behalf of Person,  this  Agreement and each of the Loan  Documents to which
     such Person is or is to become a party,  (ii) in the case of each Borrower,
     to make Loan Requests and apply for Credit  Instruments,  and (iii) to give
     notices and to take other  action on such  Persons'  behalf  under the Loan
     Documents;

          (e) the  Administrative  Agent  shall have  received  from each of the
     Apparel  Obligors a  certificate  of good standing as of a recent date from
     the Secretary of State (or similar  applicable  governmental  authority) of
     its state of organization;

          (f) the  Administrative  Agent shall have  received a favorable  legal
     opinion,  addressed to the Lenders and the Agents and in form and substance
     satisfactory  to the Lenders and the Agents,  from Goodwin,  Procter & Hoar
     LLP, counsel to the Obligors;

          (g) the  Obligors  shall have paid or  reimbursed  the  Administrative
     Agent  for all of the fees and  disbursements  of  Bingham  Dana  LLP,  the
     Administrative  Agent's special counsel,  which shall have been incurred by
     the Administrative  Agent in connection with the preparation,  negotiation,
     execution  and delivery of this  Agreement  and the  implementation  of the
     transactions  contemplated  thereby,  or which otherwise are required to be
     paid under the Credit Agreement;

          (h) the Apparel Obligors shall have paid to the  Administrative  Agent
     an amendment  fee in the aggregate  amount of $275,000,  such fee to be for
     the ratable  accounts of the Lenders in  accordance  with their  respective
     Commitment Percentages;

          (i) the Administrative Agent shall have received evidence satisfactory
     to it that all of the Obligations constitute "Senior Indebtedness," "Senior
     Debt," or "Superior Indebtedness" under the Subordinated Debt;

          (j) the  representations  and  warranties of the Apparel  Obligors set
     forth in Section 3 below, shall be true and correct in every respect; and

          (k) the  Administrative  Agent shall receive such other  documents and
     writings as the Administrative  Agent may reasonably determine necessary to
     effect the transactions contemplated hereby.

         Notwithstanding anything in this Agreement to the contrary,  should the
Effective  Date not occur on or before April 3, 1998,  this  Agreement  shall be
null and void and of no force or effect.

         Section 3.  Representations  and Warranties.  By its signature  hereto,
each of the Borrowers and the Guarantor  represents  and warrants to the Lenders
and the  Agents  that,  as of the date  hereof  and after  giving  effect to the
agreements of the Lenders contemplated by Section 1 hereof:

          (a) This Agreement has been duly executed and delivered by each of the
     Borrowers and the Guarantor.  The agreements and obligations of each of the
     Borrowers and the Guarantor  contained herein constitute  legal,  valid and
     binding  obligations of each such Person enforceable against such Person in
     accordance with their respective terms.

          (b) The execution,  delivery and  performance by the Borrowers and the
     Guarantor of this Agreement and the  transactions  contemplated  hereby are
     within  the  corporate  authority  of each  such  Person,  have  been  duly
     authorized by proper corporate proceedings,  do not and will not contravene
     any contractual obligation of such Person or any applicable law, and do not
     and will not result in or require the creation or imposition of any Lien on
     any   property  of  such   Person,   other  than  Liens  in  favor  of  the
     Administrative Agent on behalf of the Lenders.

          (c)  The  representations  and  warranties  of  the  Apparel  Obligors
     contained in the Credit  Agreement  (i) were true and correct when made and
     (ii) after giving effect to this Agreement, continue to be true and correct
     on the  date  hereof  (except  to the  extent  of  changes  resulting  from
     transactions  contemplated or permitted by the Credit Agreement, as amended
     hereby,  and changes  occurring  in the  ordinary  course of business  that
     singly or in the aggregate are not  materially  adverse,  and to the extent
     that such  representations  and warranties  relate  expressly to an earlier
     date).

          (d) No Default or Event of Default has occurred, is continuing or will
     exist under the Credit  Agreement or any of the other Loan Documents  after
     giving effect to this Agreement.

          (e) All of the Apparel  Obligors'  obligations  and liabilities to the
     Agents and the  Lenders as  evidenced  by or  otherwise  arising  under the
     Credit Agreement or any of the other Loan Documents are hereby ratified and
     confirmed in all respects, and no counterclaim, right of set-off or defense
     of any kind exists or is outstanding  with respect to such  obligations and
     liabilities.

         Section 4.        Miscellaneous.

          (a) No Other  Amendments,  Etc.  Except as expressly set forth in this
     Agreement,  this Agreement  shall not, by implication or otherwise,  limit,
     impair,  constitute a waiver of or otherwise  affect any rights or remedies
     of the Agents or the Lenders  under the Credit  Agreement or the other Loan
     Documents,  nor alter, modify, amend or in any way affect any of the terms,
     obligations  or covenants  contained  in the Credit  Agreement or the other
     Loan  Documents,  all of which are ratified and  confirmed on and as of the
     date hereof in all respects and shall continue in full force and effect. In
     the event of any conflict between the terms of this Agreement and the terms
     of the Credit Agreement, the terms of this Agreement shall control.

          (b) Counterparts, Etc. This Agreement may be executed in any number of
     counterparts,  but all of such counterparts  shall together  constitute but
     one and the same agreement. In making proof of this Agreement, it shall not
     be  necessary  to produce or  account  for more than one such  counterpart.
     Delivery  of an  executed  counterpart  of a  signature  page by  facsimile
     transmission  shall  be  effective  as  delivery  of  a  manually  executed
     counterpart of this Agreement.

          (c) Successors and Assigns.  This Agreement  shall be binding upon and
     inure to the  benefit of each of the  parties  hereto and their  respective
     successors in title and assigns.

          (d) Governing Law, Etc. This  Agreement and the respective  rights and
     obligations  hereunder  of each of the parties  hereto shall be governed by
     and  interpreted  and  determined  in  accordance  with  the  laws  of  The
     Commonwealth of Massachusetts.


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the day and year first above written.

                              THE CASUAL MALE, INC.


                             By: /s/Philip Rosenberg
                             Name: Philip Rosenberg
                             Title: Executive Vice President

                              TCM HOLDING CO., INC.


                             By: /s/Philip Rosenberg
                             Name: Philip Rosenberg
                             Title: Executive Vice President

                             WGS CORP.


                             By: /s/Philip Rosenberg
                             Name: Philip Rosenberg
                             Title: Executive Vice President

                             TCMB&T, INC.


                             By: /s/Philip Rosenberg
                             Name: Philip Rosenberg
                             Title: Executive Vice President

                             J. BAKER, INC.


                             By: /s/Philip Rosenberg
                             Name: Philip Rosenberg
                             Title: Executive Vice President

                             FLEET NATIONAL BANK,
                             individually and as Administrative Agent


                           By: /s/Christopher J. Kampe
                             Name:
                             Title: AVP

                             BANKBOSTON, N.A.,
                             individually and as Documentation Agent


                             By: /s/Susan Pardus-Galland
                             Name:
                             Title: Vice President

                            THE CHASE MANHATTAN BANK



                             By: /s/Jeffrey Heuer
                             Name:
                             Title: VP

                             IMPERIAL BANK



                             By: /s/James F. Higgins, Jr.
                             Name:
                             Title: First V.P.

                             USTRUST



                             By: /s/P. Jeffrey Huth
                             Name:
                             Title: V.P.


                             WAINWRIGHT BANK AND
                             TRUST COMPANY



                             By: /s/Jan A. Miller
                             Name:
                             Title: President


                             BANK POLSKA KASA OPIEKI, S.A.



                              By:/s/ Harvey Winter
                              Name:
                              Title: V.P.


/July 16, 1997 /