SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                    FORM 10-K

(Mark One)

  [ X ]        ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
               THE SECURITIES EXCHANGE ACT OF 1934

                      For the fiscal year ended January 29, 2000

                                       OR

  [    ]              TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
               THE SECURITIES EXCHANGE ACT OF 1934
       For the transition period from ________________ to _______________

                         Commission file Number 0-14681

                                 J. BAKER, INC.
                       (Exact name of registrant as specified in its charter)

             Massachusetts                              04-2866591
        (State of Incorporation)            (IRS Employer Identification Number)

                555 Turnpike Street, Canton, Massachusetts 02021

                    (Address of principal executive offices)

                                 (781) 828-9300

              (Registrant's telephone number, including area code)

           Securities registered pursuant to Section 12(b) of the Act:

                                      NONE

           Securities registered pursuant to Section 12(g) of the Act:

                     Common Stock, par value $.50 per share

                   7% Convertible Subordinated Notes Due 2002

                         Preferred Stock Purchase Rights

                                (Title of Class)

        Indicate  by check mark  whether  Registrant  (1) has filed all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934 during the preceding 12 months (or for such shorter period that  Registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days.

                                    Yes   X     No

        Indicate by check mark if disclosure of  delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained herein and will not be contained, to
the  best  of  Registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. [ X ]

        As of April 10, 2000, the aggregate market value of voting stock held by
non-affiliates  of Registrant  was  $91,568,805  based on the last reported sale
price of Registrant's common stock on The Nasdaq Stock Market(R).

        14,067,948 shares of common stock were outstanding on April 10, 2000.

                       DOCUMENTS INCORPORATED BY REFERENCE

        Portions of Registrant's definitive proxy statement to be filed pursuant
to Regulation 14A within 120 days after the end of Registrant's  fiscal year are
incorporated by reference in Part III.


<PAGE>


                                 J. Baker, Inc.

                               Report on Form 10-K

                           Year Ended January 29, 2000

                                     Part I

Item 1.  BUSINESS

     J. Baker,  Inc. ("J. Baker" or the "Company",  which term shall include all
subsidiaries  of  the  Company)  was  incorporated  in  1985  and,  through  its
predecessor  companies,  has operated as a retail  company for over forty years.
The mission of J. Baker is to own, operate and grow leading  companies in large,
under-exploited  retail niche markets by taking  advantage of size and scale and
leveraging overhead and other administrative expenses.

        The  Company's  operating  businesses  compete in two  retail  segments:
apparel and footwear. The Company operates businesses engaged in the retail sale
of apparel through (i) its Casual Male Big & Tall and Repp Big & Tall businesses
which offer fashion,  casual and dress clothing and footwear to the big and tall
man and  (ii) its  Work n' Gear  subsidiary,  which  sells a wide  selection  of
workwear,  health-care apparel and uniforms for industry and service businesses.
The Company's  apparel  businesses offer their  merchandise to customers through
diverse  selling and marketing  channels,  including  retail  stores,  catalogs,
direct selling  workforces and  e-commerce  websites.  The Company also operates
retail footwear  businesses  that sell footwear  through  self-service  licensed
departments in discount,  department and specialty stores. Financial information
with respect to the Company's  industry  segments can be found in Note 13 to the
Consolidated Financial Statements.

        The relative  size of the  Company's  businesses  in each of the focused
market niches in which it operates often allows it to obtain  favorable  pricing
on merchandise  and provides  certain other  competitive  advantages such as the
ability  to attract  recognized  brands.  In  addition,  the  Company is able to
leverage each operating business's overhead and administrative  expenses through
the  provision  of  centralized   services  including:   business   development,
distribution,  finance and accounting,  human  resources,  information  systems,
legal, logistics, loss prevention, marketing and real estate (including leasing,
construction and store planning).

Retail Apparel  Segment

Men's Big and Tall Apparel

        The Company believes it is the leading multi-channel  specialty retailer
of  apparel  for  big and  tall  men.  During  fiscal  year  2000,  the  Company
significantly  increased  its  investment  in this market niche by acquiring the
Repp Ltd. Big & Tall and Repp Ltd. By Mail businesses of Edison Brothers Stores,
Inc.  ("Edison  Brothers") and integrating  them into its existing men's big and
tall apparel operations.  See "--Men's Big & Tall Apparel - Repp Big & Tall" and
"Significant  Recent  Transactions  -  Acquisition  of Repp Ltd. and Repp Ltd by
Mail." Trading under the Casual Male Big & Tall, Repp Premier, Repp Ltd. and B&T
Factory Store  tradenames,  the Company markets and sells to big (waist sizes to
70")  and/or  tall (6'2" or taller)  men through  retail  stores,  catalogs  and
e-commerce  websites as more fully described  below.  Sales in the men's big and
tall apparel  businesses  accounted for 53.1%,  45.8% and 43.4% of the Company's
total  revenues  for the years  ended  January  29,  2000,  January 30, 1999 and
January 31, 1998, respectively.

        The  Market.  A 1999 survey  prepared  for the Company by The NPD Group,
Inc.  estimated  total  market  sales of men's big and tall  apparel  during the
period of January 1, 1998  through  December 31, 1998 to be  approximately  $5.2
billion. Of this, The NPD Group survey estimated that specialty stores,  factory
outlet  stores and  catalogs  accounted  for  approximately  36% of total market
sales.  The Company  believes that the size of the market for men's big and tall
apparel  will  continue  to grow as the number of big and tall men in the United
States increases.

         The  Company  believes  the apparel  demands of big and tall  customers
historically have not been met through traditional men's apparel stores. The big
and tall customer  frequently  has difficulty  finding an adequate  selection of
apparel in his size in department and men's specialty stores.  Furthermore,  the
big and tall  specialty  store  market is  characterized  by many  small,  local
operators who typically have a narrow selection of current sportswear  fashions.
Management believes its type and selection of merchandise,  favorable prices and
ability to obtain  desirable  store  locations are, and will continue to be, key
factors in enabling it to compete effectively in this market niche.

o        Casual Male Big & Tall

        The  Casual  Male Big & Tall  business  offers a wide  range of  quality
fashion, casual and dress clothing and footwear for big and tall men at moderate
prices through stores and catalogs.  In addition to these selling channels,  the
Company's  Casual Male Big & Tall  website,  www.casualmale.com,  is expected to
begin  commerce-enabled  operations in June 2000.  Casual Male Big & Tall offers
private label as well as brand name casual  sportswear and dress wear in a broad
array of styles,  colors and  fabrics  with a focus on casual  clothing,  sports
coats, dress pants and shirts and footwear.

        Stores.   Casual  Male operates  full-line  "anchor" stores  and  outlet
stores in 47 states. The anchor stores target the middle-income customer seeking
good value at moderate  prices and as a result,  Casual Male anchor stores limit
the amount of high-fashion  oriented and low-turnover  tailored clothing offered
and focus  primarily  on basic items and  classic  fashion  sportswear,  thereby
minimizing fashion risk and markdowns.  The Casual Male Big & Tall Outlet Stores
and  B&T  Factory  Stores  target  value-oriented   customers,  and  offer  both
merchandise purchased  specifically for the outlet stores and items consolidated
from Casual Male and Repp stores.

        The Company  completed a store retrofit  program during fiscal year 2000
for the Casual Male chain whereby all anchor stores received upgraded fixturing,
improved  and  standardized  marketing  collateral  and certain  other  cosmetic
enhancements.  Management  believes  these low-cost  enhancements  highlight the
Company's  merchandise  better and have made the stores more  attractive  to the
customer and easier to shop.

        In deciding to open  Casual Male anchor and outlet  stores,  the Company
reviews market demographics,  drive-by visibility for customers, store occupancy
costs and costs to build and stock each location.  Considering these factors and
others,  Company management projects sales volumes and estimates operating costs
for each location and decides to open a store if such projections demonstrate an
acceptable  return on the Company's  inventory and fixed asset investment can be
realized.  New Casual Male anchor stores require an average  inventory and fixed
asset   investment  of   approximately   $180,000  to  $230,000,   comprised  of
approximately  $85,000 to $120,000  for fixed assets and $95,000 to $110,000 for
inventory.  All new outlet  stores,  which are expected to be constructed in the
B&T Factory Store format,  generally  require a similar level of fixed asset and
inventory investment as Casual Male anchor stores.

        The  Company  makes  decisions  to  close  Casual  Male  locations  when
management believes these locations are not generating acceptable profit levels.
Most store  closings  occur at lease  expiration,  unless lease buyout is a more
economical option for the Company.  In addition,  the Company seeks to negotiate
early termination  rights in its leases wherever possible that allow the Company
to terminate  the lease prior to the  expiration  of the term if it is unable to
attain certain  specified sales volumes.  The costs to close stores are expensed
at the time the decision is reached to close the store.

     Catalog.  In March 2000, the Company released the first issue of the Casual
Male Catalog. This catalog targets customers having similar demographic profiles
as customers of Casual Male anchor stores.  While carrying a similar  assortment
of casual  merchandise  as is available  in Casual Male stores,  the Casual Male
Catalog  offers a broader  assortment of  sportcoats,  suit  separates and other
tailored  clothing.  The Company  anticipates  issuing spring,  fall and holiday
editions  of the  Casual  Male  Catalog  and  expects  to  circulate  a total of
approximately  2.5  million  catalogs  during  fiscal year 2001.  The  Company's
mailing strategy for the Casual Male Catalog includes mailing catalogs to people
who have  purchased  in the past from a Casual  Male store who are also known to
purchase from catalogs  generally and individuals  whose names appear on mailing
lists rented from  third-party  sources.  In addition,  the Company is testing a
fixture in  approximately  60 Casual Male stores that allows  customers to place
catalog  merchandise  orders  directly  to the  catalog  call  center  through a
dedicated  telephone  line.  Store  associates are trained in the "Nobody Walks"
selling  program,  which  emphasizes  the  importance of offering  customers the
opportunity to find the items they are looking for in the Company's catalogs and
assisting the customer in placing the order  through the Company's  call center.
Currently,  in-bound  telemarketing and fulfillment are handled by the Company's
69,000 square foot Alpharetta,  Georgia fulfillment and call center. In February
2000, the Company signed an agreement to lease a 135,000 square foot fulfillment
and call center that is currently under  construction  in Alpharetta,  which the
Company  expects  to  move  into,  and  operate  from,  by  June  2000(the  "New
Fulfillment and Call Center").

     E-commerce. The Company expects that the www.casualmale.com  website, which
has  historically  been used  primarily to market  Casual Male  stores,  will be
commerce-enabled  in June 2000.  The  Company  currently  plans to offer on this
website  substantially  the same items as are  offered or will be offered in the
Casual  Male  Catalog.  During the Fall of 1999,  the  Company  entered  into an
agreement  with  Smith-Gardner  Associates,   Inc.  to  implement  the  WebOrder
e-commerce system, which provides, among other things, electronic shopping carts
and order taking, payment and security systems, order management,  warehouse and
shipping  management  and  real-time   inventory   availability  (the  "WebOrder
System").   The  Company   intends  to  process  and  fulfill  orders  from  the
www.casualmale.com website through the New Fulfillment and Call Center.

o        Repp Big & Tall

        On May 23, 1999, the Company acquired substantially all of the assets of
the Repp Ltd. Big & Tall and Repp Ltd. By Mail divisions of Edison Brothers. See
"-- Significant Recent  Transactions - Acquisition of Repp Ltd. and Repp Ltd. By
Mail." At the time of the acquisition, Edison Brothers operated 175 stores under
the Repp Ltd. tradename,  four catalog titles and an e-commerce website.  During
the  second  half  of  fiscal  2000,  the  Company  successfully  completed  the
integration of the Repp businesses' information,  distribution and merchandising
systems and continuing into the first half of fiscal year 2001, the Company took
measures to enhance the systems,  facilities  and  personnel  employed in Repp's
catalog and e-commerce operations.  These activities, while positioning the Repp
brand for  further  growth,  also  provided  the  Company  with the  platform to
accelerate the development of the Casual Male Catalog and the www.casualmale.com
e-commerce website.

        Stores.  As of January 29, 2000 the Company operates 90 Repp Ltd. stores
and 45 Repp Premier stores in 31 states.  Repp Ltd. stores,  which are typically
located in strip or power  centers or as  stand-alone  stores,  cater to mid- to
upper-middle  income big and tall men and primarily offer  non-designer  branded
casual and dress  apparel.  Repp Premier  stores,  which were  introduced by the
Company during the fall of fiscal year 2000, target  upper-income  customers and
offer  higher-end  fashion,   often  carrying  designer  labels  such  as  Tommy
Hilfiger(R),  Polo Ralph  Lauren(R)  and  Nautica(R).  Repp  Premier  stores are
located  principally in or near regional malls.  The Company  currently plans to
undertake a retrofit  program for the Repp Ltd.  stores during fiscal year 2001.
The scope of this retrofit program is expected to be similar to the scope of the
Casual Male anchor store retrofit  program  undertaken  during fiscal year 2000.
See "--Casual Male Big & Tall - Stores."

        The Company uses the same factors set forth under the heading  "--Casual
Male Big & Tall - Stores"  above in  determining  whether  to open or close Repp
Ltd.  stores.  Sites are  selected  for Repp  Premier  stores  based on the same
factors as well as the nearby regional mall's reputation as a center for fashion
merchandise.  New Repp Ltd. stores require an average  inventory and fixed asset
investment of  approximately  $230,000 to $270,000,  comprised of  approximately
$120,000 to $140,000 for fixed  assets and  $110,000 to $130,000 for  inventory.
New Repp Premier stores require an average  inventory and fixed asset investment
of approximately  $320,000 to $370,000,  comprised of approximately  $140,000 to
$170,000 for fixed assets and $180,000 to $200,000 for inventory.

        Catalog.  The Company  currently  issues two catalog  titles bearing the
Repp brandname: (i) the Repp Catalog and (ii) the Repp Premier Catalog. The Repp
Catalog carries substantially all of the merchandise  categories offered in Repp
Ltd. stores and is targeted to customers whose demographics are similar to those
of customers of Repp Ltd. stores.  The Company  currently issues editions of the
Repp Catalog in the winter, pre-spring,  spring, summer and holiday seasons. The
Repp Premier Catalog offers substantially  similar merchandise  categories as is
offered in Repp Premier stores, with an emphasis on designer and fashion brands,
and is targeted at upper-income customers. The Repp Premier Catalog is currently
issued twice a year during the spring and fall seasons.  From time to time, Repp
also issues smaller catalogs  featuring a focused assortment of products offered
under one brandname.  For example, the Company issued two editions of the Cutter
& Buck Catalog during fiscal year 2000,  which were targeted to customers having
a similar demographic profile as the Repp Premier customer.

        The Company mails all Repp catalogs to individuals whose names appear on
the Repp house file of past  purchasers,  people who have  purchased in the past
from the  Company's  stores and who are also  known to  purchase  from  catalogs
generally,   and  mailing  lists  rented  from  third-party  sources.   Combined
circulation for the catalog titles offered by Repp was approximately 7.8 million
in fiscal year 2000. In addition,  all Repp Ltd. and Repp Premier stores contain
a fixture that allows customers to place catalog  merchandise orders directly to
the catalog call center  through a dedicated  telephone  line. As is the case in
Casual Male  stores,  Repp store  associates  are trained in the "Nobody  Walks"
selling  program,  which  emphasizes  the  importance of offering  customers the
opportunity to find the items they are looking for in the Company's catalogs and
assisting the customer in placing the order  through the Company's  call center.
Currently,  as  with  the  Casual  Male  Catalog,   in-bound  telemarketing  and
fulfillment   operations  are  handled  by  the  Company's  69,000  square  foot
Alpharetta, Georgia fulfillment and call center, and are expected to be moved to
the New Fulfillment and Call Center in June 2000.

        E-commerce.   The  Company  also  operates  the   www.reppbigandtall.com
e-commerce  website,  which  can  also be  reached  by  using  its  former  URL,
www.reppbynet.com.  This website offers substantially similar merchandise as the
Repp  Catalog.  The Company  plans to employ the  WebOrder  System to manage the
e-commerce  activities of the  www.reppbigandtall.com  website beginning in Fall
2000.  Orders  placed on this  website will  continue to be  fulfilled  from the
Company's existing fulfillment and call center in Alpharetta,  Georgia until the
New Fulfillment and Call Center becomes operable.

o        Competition

        The Company's  men's big and tall apparel  businesses  face  competition
from a variety  of  sources,  including  department  stores,  specialty  stores,
discount  stores  and  off-price  and  other  retailers  that  sell big and tall
merchandise. In addition, sales of apparel through catalogs, e-commerce and home
shopping  networks  or other  electronic  media  provide  additional  sources of
competition. These businesses face competition on a local level from independent
retailers and small, regional retail chains, as well as on a national scale from
a  limited  number  of  national   specialty  chains.   While  the  Company  has
successfully  competed  on  the  basis  of  merchandise   selection,   inventory
replenishment  on an  on-going  basis by color and size,  favorable  pricing and
desirable  store  locations,  there can be no assurance other retailers will not
adopt  purchasing  and marketing  concepts  similar to those of the Company.  In
addition,  discount  retailers with significant  buying power, such as Wal-Mart,
K-Mart and Target stores,  represent an increasing source of competition for the
Company.  The bulk of the  merchandise  carried  by these  department  stores is
classified as commodity, or "basic" items, but the stores' buying power provides
them with a competitive edge and an ability to charge low prices for such items.

Work 'n Gear

        Work  'n Gear is a  specialty  retail  company  exclusively  focused  on
marketing  and  selling  utility  workwear,  uniforms,  healthcare  apparel  and
footwear  through  stores,  a  business-to-business  direct selling sales force,
catalog and direct  marketing  initiatives  and,  beginning in fiscal year 2001,
e-commerce  activities.  Work 'n Gear seeks to address  the needs of three major
groups:  (i) customers  who buy work  clothing to be worn on the job,  including
industrial  tops and bottoms,  jeans,  work boots,  rugged  outerwear  and other
accessories,  (ii) corporate  customers who either supply  uniforms or provide a
clothing allowance to their employees to purchase uniforms,  and (iii) customers
who work in the  healthcare  industry  and  related  fields.  Work 'n Gear sales
accounted for 8.7%,  9.7% and 8.9% of the Company's total revenues for the years
ended January 29, 2000, January 30, 1999 and January 31, 1998, respectively.

        The  Market.  The  National  Association  of Uniform  Manufacturers  and
Distributors estimates that approximately 26 million people in the United States
work force wear workwear. Although manufacturing industries are generally on the
decline in the United States,  service  industries are among the fastest growing
and  traditionally  have accounted for a large portion of uniform wearers in the
United States.  For example,  the U. S.  Government  Bureau of Labor  Statistics
cites security and healthcare as two of the service  industries where there will
be significant growth over the next five years.

        Stores. Work 'n Gear stores, which are currently located in northeastern
and midwestern states,  carry a wide selection of workwear  products,  including
rugged specialty outerwear,  work shirts and pants, cold weather accessories and
footwear,  as well as a complete  line of  uniforms  for  industry  and  service
businesses and healthcare apparel.  Work 'n Gear stores are generally located in
strip shopping  centers or are free standing.  Locations in active strip centers
are a preferable  criterion for site selection,  as the close proximity to other
stores increases  traffic into Work 'n Gear stores,  particularly for healthcare
apparel and accessories.  Site locations must take into consideration  proximity
of major medical  facilities,  active retail  environments,  population density,
business presence in the market and competition.

        Other  Marketing  and Selling  Initiatives.  Work 'n Gear also sells its
products  through a direct  corporate  sales force,  which markets  workwear and
uniforms to large accounts,  including government entities,  supermarket chains,
manufacturing  entities and private security companies.  In the summer of fiscal
year 2000, Work `n Gear entered into an agreement to test a licensed  healthcare
apparel department in a major regional discount department store. In addition to
pursuing  other  licensed  department  arrangements,  the Company  plans to test
several new marketing and selling  channels for its Work `n Gear business during
fiscal  year  2001,  including   business-to-business  and  business-to-customer
catalogs and e-commerce sites.

        Competition.  Competition  for  the  sale  of  workwear  is  fragmented.
Traditional Army and Navy stores offer a large assortment of workwear items, but
supplement  with fishing,  hunting and other product  lines.  Other  competitors
include  large  specialty  chains,  such  as  Bob's  Stores,  and  full  service
department stores,  which typically have more narrow product  offerings.  To the
Company's knowledge,  no specific specialty stores similar to Work 'n Gear exist
on a national basis. Competition for corporate workwear (purchased by employers)
comes from large  manufacturers such as  WearGuard/ARAMARK,  Uniforms to You and
Cintas, as well as small, independent uniform dealers. In the healthcare apparel
business,  competition  is dominated by three  entities:  (i) Life Uniform,  the
largest retailer with approximately 300 stores, (ii) catalog operations,  led by
J. C. Penney and including  Tafford,  Uniform World, Sears Roebuck & Company and
Jasco,  and  (iii)  over  2,000  independent  operators  of  healthcare  apparel
businesses.  Management believes its strategy of servicing all three segments of
the  workwear  market--consumer,  corporate  and  healthcare--combined  with its
retail expertise,  affords Work 'n Gear a significant  competitive  advantage in
the marketplace.

Retail Apparel Segment Stores

        The  following  is a summary of stores  operated  by the  Company in the
retail apparel segment:
<TABLE>

<S>                                         <C>            <C>
                                             No. Open       No Open
 Store Tradename                            at 1/29/00     at 1/30/99
 ---------------                            -----------    ----------

Casual Male Big & Tall .............           393           402

Casual Male Outlet Stores/B&T
Factory Stores .....................            52            51

Repp Ltd. ..........................            90            --

Repp Premier .......................            45            --

Work `n Gear .......................            65            67
</TABLE>

Footwear Segment

        Through its JBI,  Inc. and Morse Shoe,  Inc.  subsidiaries,  the Company
operates  licensed  footwear  departments in discount,  department and specialty
stores  operated by  independent  third  parties.  Typically,  the Company and a
licensor  enter  into a  license  agreement  under  which  the  Company  has the
exclusive  right to  operate a  footwear  department  in the host  stores  for a
specified  period of years.  The  department is operated  under the host store's
name,  in space  supplied  by the  licensor  and, in most  cases,  the  licensor
collects  payments from customers and credits the Company.  The Company pays the
licensor a license fee,  generally a percentage  of net sales,  for the right to
operate  the  footwear  department  and for use of the space.  The  license  fee
ordinarily covers utilities,  janitorial service,  cash collection and handling,
packaging and advertising.  In some  circumstances,  the license fee also covers
staffing costs.

        In its licensed footwear department operations, the Company sells a wide
variety of family  footwear,  including  men's,  women's and  children's  dress,
casual and athletic footwear as well as work shoes, boots and slippers.  Most of
the footwear offered by the Company in its licensed footwear departments is sold
under the  Company's  private  labels or on an  unbranded  basis,  although  the
Company also sells a small  percentage of name brand  merchandise  in certain of
its licensed accounts.

        The  Company's   licensed   footwear   departments  are  operated  on  a
self-service basis. The Company's  personnel employed in particular  departments
are responsible  for the stocking and layout of shelves,  responding to customer
inquiries and related  administrative tasks. In certain accounts,  the Company's
licensed  footwear  departments are serviced in a similar manner by employees of
the licensor.  Sales in the footwear  division  accounted  for 38.2%,  44.5% and
44.7% of the  Company's  total  revenues  in the years ended  January 29,  2000,
January 30, 1999 and January 31, 1998, respectively.

        Licensed  Departments.  The Company and its  predecessors  have operated
licensed footwear  departments in mass merchandising  department stores for more
than forty  years.  At January 29,  2000,  the  Company  operated a total of 858
licensed  footwear  departments under license  agreements with 13 licensors.  In
February 2000 the Company  acquired the rights to operate 204 licensed  footwear
departments  in department  and specialty  stores  operated by four licensors as
part of the  acquisition  of the  ongoing  assets  of the  Shoe  Corporation  of
America.  See "Significant Recent Transactions -- Disposition and Re-acquisition
of Certain  Assets of Shoe  Corporation  of America."  In addition,  the Company
entered into an agreement to operate footwear  departments in approximately  350
stores  operated by Variety  Wholesalers,  Inc.  During fiscal 2000, the Company
opened 28 departments and closed 45 departments,  representing a net decrease of
17 units for the year. (These department  opening and closing  statistics do not
include  the closing of Hills  stores and their  subsequent  re-opening  as Ames
stores and the scheduled  closing of  departments  in stores  operated by Shopko
Stores, Inc., as described under the headings "Significant Recent Transactions -
Ames Department Stores  Acquisition of Hills Stores Company" and  "--Termination
of Shopko Licensed Footwear  Departments.")  The Company's 858 licensed footwear
departments are located in 39 states and in the District of Columbia.

        The Company conducts its licensed footwear  department  operations under
written agreements for fixed terms. Of the 858 licensed footwear departments the
Company  operated at January 29, 2000, 403, or 47.0%,  are covered by agreements
with terms  expiring in five years or less and 455, or 53.0%,  are covered by an
agreement,  which  expires  in July  2009,  with Ames  Department  Stores,  Inc.
("Ames"), a major mass merchandising  retailer in the eastern United States. For
additional   information,   see  "--Significant   Recent  Transactions  --  Ames
Department  Stores  Acquisition  of Hills Stores  Company."  For the fiscal year
ended  January  29,  2000,  Ames  accounted  for  21.0% of the  Company's  total
revenues.

        Competition.  The Company's licensed footwear  department business faces
competition  at two levels:  (i) for sales to retail  customers and (ii) for the
business of the  department  and  specialty  store  chains who are its  footwear
licensor  customers.  The Company's success in its licensed footwear  department
operations is  substantially  dependent  upon the success of the  department and
specialty store chains in which it operates. See "Outlook: Important Factors and
Uncertainties  -  Dependence  on  Footwear  Department  Licensors."  Within  the
particular  market  served by the  department  and specialty  store chains,  the
Company believes the primary competitive factors are the quality,  price and the
breadth and suitability of the selection of footwear  offered,  as well as store
location, customer service and promotional activities.

        Because of the large scale of many licensing  arrangements  and years of
commitment involved,  the Company has observed that changes in licensed footwear
department  arrangements do not frequently occur and are more often initiated by
external  factors,  such as mergers or  acquisitions  involving the licensors or
business  terminations  by other  licensees,  rather than by  competition  among
licensee companies for the business of a licensor. To the extent there is active
competition  for new business in this area,  the Company  believes the principal
factors  weighed by a  potential  licensor  are the  quality  of the  licensee's
operations, as reflected by sales results, and the price paid to the licensor in
the form of the license fee. The Company also faces potential  competition  from
the in-house  operational  capabilities of its licensors.  The Company believes,
however,  that its ability to leverage  costs and buying  power across its store
base  has  allowed  it  to  offer  its  licensors  the  same  or  better  profit
opportunities than they could obtain on their own.

        Renewed Emphasis Beginning in Fiscal Year 1999. During fiscal years 1996
through  1998,  the Company  pursued a strategy of  de-emphasizing  its footwear
operations (the "Footwear  Restructuring")  in order to focus its efforts on the
management, development and growth of its men's big and tall apparel and Work 'n
Gear businesses.  (For additional  information,  See Note 10 to the Consolidated
Financial Statements.) Beginning in fiscal year 1999, the Company began to avail
itself of opportunities in the market that would permit the Company to return to
a position of  leadership  in the licensed  footwear  department  market  niche.
Recognizing the recent trend towards  consolidation  generally in the department
store  industry,  the Company  re-evaluated  its  decision to  de-emphasize  the
licensed  footwear  business and decided to pursue a strategy of leveraging  its
considerable  industry experience,  systems,  infrastructure and human talent to
significantly  grow market  share.  Beginning  in the fall of 1998,  the Company
began  a  successful  effort  to  hire  a new,  talented  management  team  with
significant footwear industry experience for this business. This team has set in
place several  important new  initiatives  in the areas of product  sourcing and
merchandising,  and has successfully  pursued the acquisition of a number of new
licenses to operate footwear departments including, among others,  approximately
350 footwear  departments  in stores  operated by Variety  Wholesalers,  Inc. In
addition,  on February 29, 2000,  the Company  completed the  acquisition of the
ongoing assets of Shoe Corporation of America  ("SCOA") - a business  previously
sold  by  the  Company  in  1997.  See  "--Significant  Recent  Transactions  --
Disposition  and  Re-acquisition  of  Certain  Assets  of  Shoe  Corporation  of
America." As part of the ongoing assets  acquired from SCOA, the Company assumed
licenses  to  operate  204  footwear  departments  in  moderate  department  and
specialty  stores  nationwide.  With the  acquisition  of the licensed  footwear
departments  formerly  operated by SCOA and other newly acquired  accounts,  the
Company has increased its buying power and ability to leverage  overhead,  while
diversifying its licensed  footwear  business  geographically,  thereby reducing
this business's exposure to weather-related risks.

Significant Recent Transactions

Acquisition of Repp Ltd. and Repp Ltd. by Mail.

        On May 23, 1999, the Company acquired substantially all of the assets of
the Repp Ltd.  Big & Tall and Repp Ltd. By Mail  divisions  of Edison  Brothers.
Edison Brothers is currently operating as a  debtor-in-possession  under Chapter
11 of the United States  Bankruptcy Code, as amended.  The Company paid cash, as
described below, for the acquisition of 175 United States and Canadian Repp Ltd.
Big & Tall retail  locations  and the Repp Ltd. By Mail  catalog  business.  The
Company immediately sold Repp's Canadian operation,  consisting of 16 stores, to
Grafton-Fraser, Inc., a Canadian men's retailer, and commenced the closing of 31
stores in the United States. The Company operates the remaining retail stores in
the United  States and the Repp Ltd. By Mail catalog  through a new  subsidiary,
JBI Apparel,  Inc. The transaction was financed  primarily through (a) a new $20
million credit facility and a $5 million term loan provided to JBI Apparel, Inc.
by  BankBoston   Retail   Finance  Inc.  and  Back  Bay  Capital   Funding  LLC,
respectively,  (both  of which  were  amended  on  August  30,  1999  through  a
refinancing),  (b) the  issuance by JBI  Apparel,  Inc. of $10 million of senior
subordinated  notes to a group of investors,  which  included  investment  funds
affiliated with Donaldson,  Lufkin & Jenrette,  Inc. (the "Investor Group"), and
(c) the sale of the Canadian  operations and the  liquidation of the inventories
in the 31 closing stores. The net purchase price for the acquired assets,  which
primarily  consisted of inventory  and fixed assets for the 128 retail stores in
the United  States and the Repp Ltd. By Mail  catalogs,  was $27.0  million.  In
connection  with the $10 million  financing  provided by the Investor  Group, J.
Baker issued 5-year warrants  enabling  holders to purchase  1,200,000 shares of
the  Company's  common  stock  at  $5.00  per  share.  See  Notes 2 and 4 to the
Consolidated Financial Statements.

Ames Department Stores Acquisition of Hills Stores Company

        The Company operated licensed footwear departments in stores operated by
Hills Stores Company ("Hills") from 1986 until Hills ceased operations in 1999.

        On November 12, 1998,  Ames, a significant  licensor of the Company (see
"Industry Segments -- Footwear Segment - Licensed Departments"), entered into an
agreement  for the  acquisition  of Hills.  On December 31, 1998,  Ames acquired
control of Hills through its acquisition of  substantially  more than a majority
of Hills' outstanding common stock and convertible preferred stock and notes. In
March, 1999 Ames consummated the merger of Hills into a subsidiary of Ames.

        At the time of the acquisition,  Hills operated 155 discount  department
stores in twelve states. In February,  1999, Ames began a program to remodel and
convert 151 of the  acquired  Hills  stores to Ames  stores in three  sequential
phases of  approximately  50 stores each.  Upon the completion of the remodeling
and  conversion  process,  the last phase of which was  completed in  September,
1999, all such stores were  incorporated  into the Company's  license  agreement
with Ames on the same  terms and  conditions  as  presently  exist.  During  the
conversion  process,  the  Company  participated  in  liquidation  sales  of its
footwear  inventory  in each store.  These  liquidation  sales ended on July 26,
1999. See Note 10 to the Consolidated Financial Statements.

Disposition and Re-acquisition of Certain Assets of Shoe Corporation of America

        On March 5, 1997, the Company sold its SCOA division to an entity formed
by CHB Capital  Partners  of Denver,  Colorado  along with  Dennis B.  Tishkoff,
President of SCOA,  and certain  members of SCOA  management.  Net cash proceeds
received from the sale totaled approximately $40 million. On June 14, 1999, SCOA
and certain  affiliated  companies filed for protection  under Chapter 11 of the
United States  Bankruptcy  Code, as amended.  On February 11, 2000,  the Company
entered  into an  agreement  to  purchase  the  ongoing  assets of SCOA and,  on
February 29, 2000, the transaction was  consummated.  The purchase price paid by
the Company to acquire the ongoing assets of SCOA was approximately $14 million.
As part of this  acquisition,  the  Company  acquired  the rights to operate 204
licensed  footwear  departments  in moderate  department  and  specialty  stores
nationwide.  In addition,  pursuant to the terms of the  acquisition  agreement,
SCOA agreed to provide the Company  with certain  transition  services for up to
six months following the closing. The Company financed the SCOA acquisition with
cash and borrowings available under its revolving credit agreement.

Bradlees Reorganization

     On June 23, 1995, Bradlees Stores, Inc.  ("Bradlees"),  a company operating
stores in which the Company operates  licensed footwear  departments,  filed for
protection under Chapter 11 of the United States Bankruptcy Code. At the time of
the  bankruptcy  filing,  the Company had  outstanding  accounts  receivable  of
approximately $1.8 million due from Bradlees.  On April 13, 1998, Bradlees filed
its Joint Plan of Reorganization and Disclosure  Statement (the "Plan") with the
United States  Bankruptcy Court for the Southern District of New York, which, as
amended,  was  confirmed  on November  18,  1998.  The Plan became  effective on
February 2, 1999 (the "Effective  Date"),  the Company's  license agreement with
Bradlees  was  amended and assumed and the  reorganized  Bradlees  emerged  from
bankruptcy.  Pursuant to the  amended  agreement,  ten days after the  Effective
Date, Bradlees made a cash distribution to the Company in the amount of $360,000
and began paying the balance of the Company's  pre-petition  claim in thirty-six
equal monthly  installments  which  commenced on March 1, 1999, with interest on
such  outstanding  balance  commencing  with the  seventh  monthly  payment.  As
provided in the  amended  licensed  agreement,  upon the  occurrence  of certain
events, the entire unpaid balance of the Company's claim shall be paid within 30
days after such occurrence,  without penalty or interest. The Company's sales in
the Bradlees chain for fiscal year 2000 were $47.7  million.  See Note 11 to the
Consolidated Financial Statements.

Termination of Shopko Licensed Footwear Departments

        In October 1999, the Company  entered into an agreement to terminate the
relationship  between the licensed footwear division and Shopko Stores, Inc. The
agreement  calls for the orderly  phasing out of operations  and  liquidation of
inventory,  which liquidation is to be completed no later than July 1, 2000. The
Company  operated 146 licensed  footwear  departments  in Shopko  stores  during
fiscal year 2000. The Company is currently operating  liquidation sales from all
such stores.  The Company expects to cease all liquidation  activities in Shopko
stores no later than May 31, 2000. The licensed footwear departments operated by
the Company in Shopko stores are included in licensed footwear department counts
included in this Annual Report on Form 10-K.

Sale of Parade of Shoe Business

        On March 10,  1997,  the  Company  sold its Parade of Shoes  division to
Payless ShoeSource,  Inc. of Topeka,  Kansas. For additional  information on the
sale of the Parade of Shoes division,  see Note 10 to the Consolidated Financial
Statements.

Seasonality

        The Company's  businesses  are seasonal.  The men's big and tall apparel
businesses  generate their largest sales volumes in June (in advance of Father's
Day) and the  Christmas  season,  and the Work 'n Gear  business  generates  its
largest  sales volume  during the second half of the fiscal  year.  The footwear
segment experiences its largest sales volumes during the Easter,  back-to-school
and Christmas  seasons.  On a combined  basis,  the  Company's  sales during the
second half of each  fiscal year have  consistently  exceeded  sales  during the
first half of each fiscal year.  Unseasonable  weather may affect sales of shoes
and boots, as well as cold weather related apparel and work clothing, especially
during the traditional high-volume periods. See "Outlook:  Important Factors and
Uncertainties - Weather Conditions."

Inventory

        The  Company is required to carry a  substantial  inventory  in order to
provide  prompt  deliveries  to its  retail  stores  and its  licensed  footwear
departments.  In addition, the Company is required to carry sufficient inventory
to  satisfy  the  demands  of  the  customers  of  its  catalog  and  e-commerce
businesses,  which  inventory  levels the  Company  expects to increase as these
businesses grow. Catalog and e-commerce order backlogs,  however,  have not been
material  to the  Company's  business to date,  but are  expected to grow as the
Company increases its catalog and e-commerce activities.  The inventories needed
in the operation of the Company's apparel and footwear  businesses are currently
available from a number of domestic and overseas sources,  with no single source
accounting for more than four percent of the Company's merchandise.

        The Company  purchases  the  substantial  majority of its footwear  from
China and,  accordingly,  benefits from favorable trade arrangements between the
United States and China. See "Outlook:  Important  Factors and  Uncertainties --
Dependence  on Foreign  Vendors."  Currently,  there is extensive  Congressional
debate with respect to the Clinton administration's  proposal to grant permanent
normalized  trade relations to China,  which,  if approved,  would eliminate the
need for annual Congressional review of China's "most favored nation" status. If
China is not granted permanent normalized trade relations status, or if its most
favored  nation  trading  status  is  not  renewed,  the  Company  would  likely
experience  substantially  increased  costs in footwear and apparel  produced in
China.  The  Company  believes,   however,  that,  if  this  should  occur,  its
competitors in the footwear industry would be similarly affected.

Trademarks

        The Company  has no  franchises  or  concessions  except for  agreements
granting it the right to operate  licensed  footwear  departments  in  discount,
department and specialty stores, and healthcare apparel departments in one major
regional  discount  department  store.  The Company  owns  several  servicemarks
relating to the names of its businesses and trademarks relating to products sold
in the businesses, and owns one patent. Aside from the servicemark registrations
relating  to the  Company's  tradenames,  the  Company  does  not  consider  any
trademark or its patent to be materially important to its business.

Research and Development

        The  Company  does  not  engage  in any  Company-sponsored  research  or
customer-sponsored research.

Environment

        The Company has not been required to make any material capital equipment
expenditures,  or suffered  any material  effect on its earnings or  competitive
position,  as a result of compliance with federal,  state or local environmental
laws.

Employees

        As of January 29, 2000, the Company employed approximately 3,674 persons
full-time and 3,303 persons part-time, of whom approximately 2,491 full-time and
3,040 part-time  employees were engaged in retail operations at the store level.
Approximately 300 of the Company's full-time and part-time employees are covered
by collective bargaining agreements. The Company believes its employee relations
are generally good.

Executive Officers of the Company
<TABLE>
        <S>                      <C>        <C>

        Name                     Age        Office
        ----                     ---        ------
        Sherman N. Baker          80        Chairman of the Board
        Alan I. Weinstein         57        President and Chief Executive Officer
        Stuart M. Glasser         52        Senior  Executive  Vice  President;  President  and Chief
                                            Executive Officer of The Casual Male, Inc.
        Michael J. Fine           48        Executive  Vice  President;  President  of  JBI  Footwear
                                            Division

        Thomas J. Konecki         45        Executive  Vice  President;  President  of  Work  `n Gear
                                            Division

        Elizabeth C. White        42        First Senior Vice President and Chief Financial Officer
</TABLE>

     Mr. Baker has been Chairman of the Company's Board of Directors since March
1990. From 1970 until March 1990, Mr. Baker served as Chief Executive Officer of
the Company and its predecessor.

        Mr.  Weinstein has held the  positions of President and Chief  Executive
Officer since November 1996 and March 1997, respectively,  and has been a member
of the Board of Directors of the Company  since 1996.  From January 1999 to June
1999 Mr.  Weinstein also held the position of Acting  President of the Company's
Work `n Gear division.  From  September  1996 through March 1997, Mr.  Weinstein
served as Acting Chief Executive Officer of the Company.  From July 1985 through
September  1996,  Mr.  Weinstein  held the  positions of Senior  Executive  Vice
President,  Chief  Financial  Officer and Secretary of the Company.  He was also
appointed  Chief  Administrative  Officer  in 1988.  Mr.  Weinstein  joined  the
Company's  predecessor in 1968 as Assistant Controller and has held a variety of
positions of increasing  responsibility in finance and administration since that
time.

        Mr. Glasser has held the positions of Senior Executive Vice President of
the Company  since June 1998 and President  and Chief  Executive  Officer of The
Casual Male,  Inc. since September 1997, and has served as a member of the Board
of Directors of the Company since December  1999.  Prior to joining the Company,
from January  1991 until  September  1997,  Mr.  Glasser was an  Executive  Vice
President  and  General  Merchandise  Manager of men's,  boy's,  children's  and
cosmetics for Bloomingdales,  a division of Federated  Department  Stores,  Inc.
Prior to 1991,  Mr.  Glasser  served as  President  and Chief  Executive  of the
department  store  division of  Elder-Beerman  Stores Corp. and prior to that he
served as an Executive  Vice  President of Lord & Taylor.  Mr.  Glasser has also
served as a member  of the Board of  Directors  of Allou  Health & Beauty  Care,
Inc., a  distributor  of nationally  advertised  health and beauty aid products,
pharmaceuticals,  fragrances,  cosmetics and  non-perishable  foods, since March
2000.

        Mr. Fine has held the  positions  of  Executive  Vice  President  of the
Company and President of the JBI Footwear  division since September 1998.  Prior
to joining  the  Company,  from June 1996 until  June 1998,  Mr.  Fine was Group
President  of the Footwear and Women's  divisions of Edison  Brothers,  Inc. and
from November 1994 until May 1996, he was President of Edison Brothers' chain of
5-7-9  stores.  Prior to  joining  Edison  Brothers,  from  December  1992 until
November  1994,  Mr.  Fine was a senior  merchant  at Payless  ShoeSource,  Inc.
Previously,  he held the position of Divisional  Merchandise  Manager at various
retailers,  including  the Foxmoor and Hit or Miss chains of stores,  as well as
the Filene's division of Federated Department Stores, Inc.

     Mr.  Konecki  has held the  position of  Executive  Vice  President  of the
Company and President of the Work `n Gear division  since  December  1999.  From
January  1998 to December  1999,  Mr.  Konecki was employed as a merchant in the
Company's Work `n Gear division, serving most recently as Senior Vice President,
General Merchandise Manager.  From February 1994 through March 1997, Mr. Konecki
was employed as Vice President,  General Merchandise Manager for G.H. Bass & Co.
(a division of  Phillips-Van  Heusen  Corp.),  a retailer of men's,  women's and
children's footwear, apparel and accessories.

        Ms. White has held the position of First Senior Vice President and Chief
Financial  Officer  since  March  2000  after  having  served as  interim  Chief
Financial  Officer from January 2000 through March 2000. Except for a five month
period during 1996 when she served as Controller of Quebecor  Printing  (USA), a
commercial  printing  company,  Ms. White has been employed by the Company since
November 1983 in various capacities,  including serving as Senior Vice President
and Controller  from October 1996 through  December  1999.  Prior to joining the
Company,  Ms. White was employed by the public  accounting  firm of Peat Marwick
Mitchell & Co., the predecessor of KPMG LLP.

Outlook: Important Factors and Uncertainties.

        The  Private  Securities  Litigation  Reform  Act of  1995  (the  "Act")
provides a "safe harbor" for  forward-looking  statements to encourage companies
to provide  prospective  information about themselves without fear of litigation
so  long  as  the  forward-looking  information  is  accompanied  by  meaningful
cautionary  statements  identifying  important  factors  that could cause actual
results  to  differ  materially  from  those  set  forth in the  forward-looking
statement.  Statements  in  this  Annual  Report  on  Form  10-K  which  are not
historical  facts,  including  statements  about the  Company's or  management's
confidence  or  expectations,  plans,  opportunities  for  sales  growth or cost
reductions and other statements  about the Company's  operational  outlook,  are
forward-looking  statements  subject to risks and uncertainties that could cause
actual results to vary materially.  The following are important  factors,  among
others, that should be considered in evaluating these forward-looking statements
and the Company's future prospects:

        General  Economic  Factors.  The  Company's  operating  results could be
materially adversely affected by changes in the general economy, including broad
scale changes in consumer spending patterns. In addition,  the Company's ability
to grow its  businesses  may be negatively  impacted by changes in the financial
markets  such as a  tightening  in the  availability  of  credit,  increases  in
interest rates and lowered valuations of equity securities.

        Weather Conditions.  Like all other retailers,  the Company would likely
experience reduced sales in the event that its stores or the stores within which
it  operates  footwear  departments  were  closed as a result of severe  weather
conditions.  In addition,  as a retailer of seasonal  apparel and footwear,  the
Company must make  certain  inventory  decisions  based upon an  expectation  of
future weather conditions. Accordingly, weather conditions or patterns different
from those  forecasted by the Company  could result in the Company  carrying too
little or too much  seasonal  inventory.  Should this occur,  the Company  could
experience  decreased sales,  increased  markdowns  and/or  increased  inventory
carrying costs.

        Dependence on Footwear Department Licensors. The success of the Footwear
Segment is dependent upon the continued independence and financial health of its
significant  licensors.  Accordingly,  if one or  more  of  these  licensors  is
acquired by an entity that does not retain the Company's services,  or if one or
more of these licensors files for protection  under the U.S.  bankruptcy laws or
otherwise becomes insolvent, the Company may be materially adversely affected.

        Dependence on Foreign  Vendors.  The Company's  Footwear Segment sources
substantially  all  of its  merchandise  from  companies  operating  in  foreign
countries,  with China accounting for most of all such sourcing.  In addition, a
significant portion of the Apparel Segment's  merchandise is produced by foreign
vendors.  The performance of any one of the Company's businesses would likely be
significantly  impacted if production  at, or deliveries  by, certain of its key
vendors  were  disrupted  for a  material  amount  of  time  or if the  cost  of
merchandise  was  significantly  increased.  Such  disruptions or cost increases
could occur as the result of social or political strife,  unforeseen economic or
production regulations,  import, licensing or trade restrictions, acts of God or
war or other unforeseen  circumstances.  In particular,  the Company's  Footwear
Segment, along with others in the footwear industry, would likely face increased
merchandise costs if the United States does not grant China permanent normalized
trade  relations or otherwise  fails to grant China most favored nations status.
In the event that any such disruption occurs, there can be no assurance that the
Company  will be able to  identify  adequate  substitute  vendors to replace the
products  affected  by such a  disruption  in a timely  manner or at  comparable
prices.

        Dependence  on Fashion  and  Trends.  Successful  implementation  of the
Company's merchandising strategy depends on its ability to introduce in a timely
manner new or updated products which both appeal to our customers and are priced
appropriately. The success of the Company also depends in part on its ability to
anticipate and respond to changing  fashion and merchandise  trends and consumer
demands in a timely manner. Accordingly,  any failure by the Company's divisions
to  identify  and  respond  to these  trends  could  adversely  affect  consumer
acceptance  of the  merchandise,  which  in  turn  could  adversely  affect  the
Company's sales and profitability.

        New Stores and Licensed  Footwear  Locations.  The Company's  ability to
open new stores and to operate  and  expand  its  licensed  footwear  department
program  successfully  depends upon, among other things,  the Company's  capital
resources and its ability to locate  suitable sites,  negotiate  favorable rents
and other lease and license  terms.  In addition,  because the  Company's  store
designs must evolve over time,  actual  store-related  capital  expenditures may
vary from historical  levels (and projections based thereon) due to such factors
as the scope of remodeling projects, general increases in the costs of labor and
materials and unusual product display requirements.

        Leverage.  The Company is highly leveraged.  As of January 29, 2000, the
Company's outstanding  consolidated  long-term  indebtedness  (including current
maturities but excluding undrawn letters of credit) totaled  approximately  $188
million,  which represented 67.7% of its total  capitalization.  This relatively
high  level of  indebtedness  could  impair  the  Company's  ability  to  obtain
additional financing,  requires the Company to dedicate a significant portion of
its net cash flow from  operations  to the payment of principal  and interest on
this  indebtedness,  and puts the  Company  at  increased  risk in the  event it
defaults under any indebtedness.

        Competition.  The  Company  faces  intense  competition  for  customers,
personnel  and  innovative  products  in  each  of its  divisions.  Many  of the
Company's competitors have substantially greater financial,  marketing and other
resources than the Company.

        Retention of Qualified Employees. The Company's success depends upon its
ability to attract  and retain  highly  skilled  and  motivated  employees  with
appropriate retail experience to work in management and in its stores.

        Centralized   Distribution.   The  Company  conducts  its  retail  store
distribution  operations and its direct marketing and e-commerce fulfillment and
call  center   functions  from   centralized   facilities   located  in  Canton,
Massachusetts and Alpharetta,  Georgia, respectively. A disruption in operations
at either one of these  facilities  may  significantly  increase  the  Company's
distribution  costs or  materially  impact  sales in its  direct  marketing  and
e-commerce businesses. In addition, a delay in the construction of, or technical
difficulties in implementing  information and  distribution  systems at, the New
Fulfillment and Call Center could result in lost sales and increased costs.

        Direct Marketing  Costs.  Increases in the costs of printing and mailing
catalogs  and  other  marketing  pieces  could  have an  adverse  effect  on the
Company's direct marketing businesses.

         E-Commerce.  The Company's  e-commerce  initiatives could be materially
adversely  affected  by  technological  failures  in the  Company's  information
systems  and  distribution  infrastructure  and in the  failure  of third  party
software  and  equipment  employed  in the service of the  Company's  e-commerce
activities.  In addition, the Company's e-commerce activities could be disrupted
by outside  forces  engaged in  activities  aimed at  preventing  the  Company's
e-commerce sites from working properly.

        Trade  Imbalances.  Because the Company imports a significant  amount of
its  merchandise  from foreign  vendors,  disruption in the shipping trade could
materially  adversely  impact its  ability to  receive  merchandise  in a timely
fashion.

You should  carefully  review and consider all of these factors when analyzing a
forward-looking  statement  and should be aware that there may be other  factors
that  could  cause  results  to  differ  from the  Company's  expectations.  Any
forward-looking  statement made by the Company is based on  information,  plans,
estimates  and  beliefs at the time such  statement  was made,  and the  Company
assumes  no  obligation  to update  any  forward-looking  statements  to reflect
changes in the underlying assumptions or factors, new information, future events
or other changes.

Item 2.  PROPERTIES

        The executive and  administrative  offices of the Company,  the licensed
footwear  division  and the Work 'n Gear  division  are located at 555  Turnpike
Street in Canton,  Massachusetts.  This facility also serves as the distribution
center for the  Company's  Casual Male Big & Tall,  Repp and Work 'n Gear retail
stores, and the licensed footwear division.  The facility is located on 37 acres
of land (the "Canton Property") and is owned by JBAK Canton Realty,  Inc. ("JBAK
Realty"), a wholly-owned  subsidiary of JBAK Holding,  Inc. ("JBAK Holding") and
an indirect,  wholly-owned subsidiary of J. Baker, Inc. In December,  1996, JBAK
Realty obtained a $15.5 million mortgage loan from The Chase Manhattan Bank (the
"Mortgage Loan"),  secured by the real estate,  buildings and other improvements
owned by JBAK Realty  located at the Canton  Property.  JBAK  Realty  leases the
Canton Property to JBI, Inc., a wholly-owned  subsidiary of J. Baker,  Inc. This
facility  contains   approximately  750,000  square  feet  of  space,  including
approximately 150,000 square feet of office space.

        The  Company  leases  a  building  at  437  Turnpike   Street,   Canton,
Massachusetts, which serves as administrative offices for Casual Male Big & Tall
and Repp.  The  building  contains  approximately  53,000  square feet of office
space. The lease on this facility expires January 31, 2008.

        Catalog and e-commerce  fulfillment  and call center  activities for the
Company's  apparel  divisions are  currently  provided from a 69,000 square foot
facility in Alpharetta,  Georgia.  In February 2000, the Company entered into an
agreement to lease a 135,000 square foot catalog and e-commerce  fulfillment and
call  center  that is  currently  under  construction.  The  Company  expects to
relocate  to this  facility,  which  will  also  house  certain  members  of the
Company's  direct marketing  management,  in June 2000. The initial term of this
lease expires ten years after the lease  commencement  date (which is contingent
upon the date of substantial completion of the construction of the facility) and
the  Company  has one  option  to  extend  the term of the lease for a five year
period at the then-prevailing market rate.

        The Company leases space in a building at 330 Turnpike  Street,  Canton,
Massachusetts,  which serves as  administrative  offices for the Company's  loss
prevention department and as an additional distribution center for the Company's
Work 'n Gear  division.  The space  contains  approximately  41,000 square feet,
including  approximately  14,000 square feet of office space.  The lease on this
facility expires October 31, 2003.

        As of April 10,  2000,  the Company  operated 453 Casual Male Big & Tall
stores,  all in leased  premises  ranging from 2,000 to 5,987 square feet,  with
average   space  of   approximately   3,274  square  feet  and  total  space  of
approximately  1,483,034  square  feet. A majority of the leases run for initial
terms of five years.  Most are renewable at the option of the Company for one or
more five-year terms.

        As of April 10,  2000,  the Company  operated  136 Repp  stores,  all in
leased  premises  ranging  from 2,190 square feet to 10,000  square  feet,  with
average   space  of   approximately   3,951  square  feet  and  total  space  of
approximately  537,331  square  feet.  A majority  of the leases run for initial
terms of five years.  Most are renewable at the option of the Company for one or
more five-year terms.

        As of April 10, 2000, the Company  operated 65 Work 'n Gear stores,  all
in leased  premises  ranging from 2,400  square feet to 6,200 square feet,  with
average   space  of   approximately   4,143  square  feet  and  total  space  of
approximately  269,300  square  feet.  A majority  of the leases run for initial
terms of five years.  Most are renewable at the option of the Company for one or
more five-year terms.

        See   "Item  1.   BUSINESS--Industry   Segments   -   Footwear--Licensed
Departments",  for  information  regarding  the  Company's  licenses  to operate
footwear departments in retail stores of its licensors.

Item 3.  LEGAL PROCEEDINGS

        The  Company  is  not  currently  a  defendant  in  any  material  legal
proceedings.

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

        No matters  were  submitted  to a vote of  security  holders  during the
fourth quarter of the fiscal year covered by this report.


<PAGE>


                                     PART II

Item 5.  MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS.

Market Information

        The Company's common stock trades on The Nasdaq Stock Market(R) (Nasdaq)
under the symbol "JBAK".

        The  following  table  sets forth the last  reported  high and low sales
prices, as reported by Nasdaq, for the Company's common stock for each quarterly
period during the years ended January 29, 2000 and January 30, 1999.  The prices
set forth below do not include retail mark-ups, mark-downs or commissions.

        Year Ended January 29, 2000                        High          Low

        First Quarter                                     $ 6 1/4       $ 3 3/4
        Second Quarter                                      9             5 3/4
        Third Quarter                                       7 7/8         5 1/2
        Fourth Quarter                                      6             4 1/2

        Year Ended January 30, 1999                        High          Low

        First Quarter                                     $11 3/4       $ 4 1/2
        Second Quarter                                     13 1/2         9 7/8
        Third Quarter                                      11 1/8         3 3/4
        Fourth Quarter                                      6 3/8         4 1/16

Holders

        There were  approximately  700 holders of record of the Company's common
stock as of April 10, 2000. The Company believes the actual number of beneficial
owners of the Company's  common stock is  substantially  greater than the stated
number of holders of record because a portion of the outstanding common stock is
held in "street name".

Dividends

        On March 2, 1987, the Board of Directors of the Company adopted a policy
of paying quarterly dividends. For each quarter thereafter, the Company has paid
a dividend of 1 1/2 cents per share.

        The  Company's  revolving  credit  facility  limits  the  amount of cash
dividends that may be paid to stockholders. For additional information, see Note
4 to the Consolidated Financial Statements.

Other

        On  December  15,  1994,  the  Company's  Board of  Directors  adopted a
Shareholder  Rights Agreement (the "Rights  Agreement")  designed to enhance the
Company's ability to protect  shareholder  interests and to ensure  shareholders
receive fair treatment in the event any future coercive  takeover attempt of the
Company  is made.  Pursuant  to the  Rights  Agreement,  the Board of  Directors
declared a dividend  distribution  of one preferred  stock  purchase  right (the
"Right")  for  each  share  of  the  Company's   outstanding   common  stock  to
shareholders  of record as of the close of  business  on January  6, 1995.  Each
right entitles the holder to purchase from the Company a unit  consisting of one
ten thousandth (1/10,000) of a share of Series A Junior Participating Cumulative
Preferred  Stock, par value $1.00 per share, at a cash exercise price of $70 per
unit, subject to adjustment,  upon the occurrence of certain events as set forth
in the Rights Agreement.  These events include the earliest to occur of: (i) the
acquisition  of 15% or more of the  Company's  outstanding  common  stock by any
person or group;  (ii) the commencement of a tender or exchange offer that would
result upon its  consummation  in a person or a group  becoming  the  beneficial
owner of 15% or more of the Company's  outstanding  common  stock;  or (iii) the
determination by the Board of Directors that any person is an "Adverse  Person",
as defined  in the Rights  Agreement.  The Rights are not  exercisable  until or
following the  occurrence of one of the above events and will expire on December
14, 2004, unless previously redeemed or exchanged by the Company, as provided in
the Rights Agreement.

        In May 1999, to facilitate the Repp acquisition,  the Company issued 13%
Senior  Subordinated  Notes due December 31, 2001 (the "Notes") in the principal
amount of $10.0 million to a group of 12 investors,  which  included  investment
funds  affiliated  with  Donaldson,  Lufkin and Jenrette,  Inc.  (the  "Investor
Group") see "Significant Recent Transactions - Acquisition of Repp Ltd. and Repp
Ltd. By Mail." Detachable warrants were issued in connection to the Notes, which
enable the holders thereof to purchase 1,200,000 shares of J. Baker, Inc. common
stock at a purchase price of $5.00 per share (the "Warrants").  The Notes mature
on December 31, 2001 and the Warrants  expire on May 21, 2004. The Notes and the
Warrants were offered and sold in a private placement  transaction utilizing the
exemption set forth in Section 4(2) of the  Securities  Act of 1933, as amended,
and were sold  directly by the Company  without the  involvement  of a broker or
commissioned agent.


<PAGE>

Item 6.  SELECTED CONSOLIDATED FINANCIAL DATA

        The following selected  consolidated  financial data for the Company are
derived from the  consolidated  financial  statements that have been audited and
reported  on by KPMG LLP,  independent  certified  public  accountants,  and are
qualified  in their  entirety by  reference  to the more  detailed  consolidated
financial  statements and the  independent  auditors'  report thereon  appearing
elsewhere in this Form 10-K. In recent years,  the Company bought the Repp Big &
Tall businesses in fiscal 2000 and sold its SCOA and Parade of Shoes  businesses
in fiscal 1998,  disposed of its Fayva footwear  business during fiscal 1996 and
has also experienced a number of licensor  bankruptcy  filings.  The purchase of
the  Repp  Big & Tall  businesses,  sales  of SCOA  and  Parade  of  Shoes,  the
liquidation of Fayva and licensor bankruptcy filings affect the comparability of
the financial information herein. For further discussions, see "Item 1. BUSINESS
-  Significant  Recent  Transactions"  and  Notes 10 and 11 to the  Consolidated
Financial Statements.

                                 J. BAKER, INC.
                      SELECTED CONSOLIDATED FINANCIAL DATA
                (Dollars in thousands, except per share amounts)
<TABLE>

<S>                                                       <C>          <C>          <C>           <C>        <C>
                                                                                   Year Ended
                                                         --------------------------------------------------------------
                                                           1/29/00      1/30/99      1/31/98      2/01/97    2/03/96
                                                          ---------    ---------    ---------    ---------  ---------
Income Statement Data:                                                                                     (53 weeks)


Net sales                                                 $ 665,456    $ 584,276    $ 592,151     $897,492   $1,020,413
Cost of sales                                               359,983      324,360      327,827      542,247      580,067
                                                           --------    ---------    ---------    ---------    ---------
     Gross profit                                           305,473      259,916      264,324      355,245      440,346
Selling, administrative and
  general expenses                                          257,717      226,439      226,151      347,977      392,586
Depreciation and amortization                                17,637       15,768       15,102       29,431       32,428
Restructuring and other non-recurring charges                  --           --           --        122,309       69,300
Litigation settlement charges                                  --           --          3,432         --           --
                                                           --------    ---------    ---------    ---------    ---------
     Operating income (loss)                                 30,119       17,709       19,639     (144,472)     (53,968)
Interest income                                                (181)        (192)        (109)        (254)        (526)
Interest expense                                             17,058       14,723       13,497       13,056       10,983
                                                           --------    ---------    ---------    ---------    ---------
     Earnings (loss) before income taxes                     13,242        3,178        6,251     (157,274)     (64,425)
Income tax expense (benefit)                                  4,369        1,144        2,438      (45,846)     (25,823)
                                                           --------    ---------    ---------    ---------    ---------
     Net earnings (loss)                                  $   8,873    $   2,034    $   3,813    $(111,428)   $ (38,602)
                                                           ========     ========     ========    =========    =========

Earnings (loss) per common share:

     Basic                                                $    0.63    $    0.15    $    0.27    $   (8.02)   $   (2.79)
                                                           ========     ========     ========    =========     ========

     Diluted                                              $    0.62    $    0.14    $    0.27    $   (8.02)   $   (2.79)
                                                           ========     ========     ========    =========     ========
</TABLE>
<TABLE>

                                                                   As of:
                                       ----------------------------------------------------------
<S>                                          <C>        <C>        <C>        <C>        <C>
                                             1/29/00    1/30/99    1/31/98    2/01/97    2/03/96
                                             --------   --------   --------   --------   --------
Balance Sheet Data:
-------------------
Working capital                              $124,983   $120,089   $121,368   $182,122   $205,080
Total assets                                  376,627    324,035    335,067    388,541    526,082
Long-term debt                                174,064    174,583    186,251    214,092    207,766
Stockholders' equity                           89,726     78,183     75,263     71,989    184,037
                                             ========   ========   ========   ========   ========
Cash dividends declared

   per common share                          $    .06   $    .06   $    .06   $    .06   $    .06
                                             ========   ========   ========   ========   ========
</TABLE>

<PAGE>

                                 J. BAKER, INC.
                      SELECTED CONSOLIDATED FINANCIAL DATA
<TABLE>
Store Openings and Closings:

                                  Apparel                                    Footwear
                      ------------------------------    ---------------------------------------------------
                                                                          Total      Parade
                      Casual Work            Total       JBI              Licensed   of     Total
                      Male   'n Gear  Repp   Apparel    Footwear  SCOA    Shoe Dept. Shoes  Footwear  Total
<S>                   <C>     <C>   <C>        <C>     <C>       <C>     <C>       <C>     <C>       <C>
Stores open at

   February 1, 1997    440     66     --        506     937       454     1,391     188     1,579     2,085

Openings                32      2     --         34      11        --        11      --        11        45

Closings               (13)    (2)    --        (15)    (89)     (454)     (543)   (188)     (731)     (746)
                      ----    ---    ---       ----    ----      ----    ------    ----    ------    ------

Stores open at

  January 31, 1998     459     66     --        525     859        --       859      --       859     1,384

Openings                10      1     --         11      29        --        29      --        29        40

Closings               (16)    --     --        (16)    (13)       --       (13)     --       (13)      (29)
                      ----    ---   ----       ----    ----      ----    ------    ----    ------    ------

Stores open at

  January 30, 1999     453     67     --        520     875        --       875      --       875     1,395

Openings                 5     --    137*       142      28**      --        28      --        28       170


Closings               (13)    (2)    (2)       (17)    (45)**     --       (45)     --       (45)      (62)
                      ----    ---   ----       ----    ----      ----    ------    ----    ------    ------

Stores open at

  January 29, 2000     445     65    135        645     858        --       858      --       858     1,503
                      ====    ===   ====       ====    ====      ====    ======    ====    ======    ======


*    Excludes  the 16 Canadian  Repp  stores  sold to Grafton  Fraser and the 31
     stores  whose  leases  were  terminated  at or  around  closing  and  whose
     inventory was sold by a liquidator.

** Excludes the closing and reopening of 151 Hills/Ames stores.

</TABLE>

<PAGE>


Item 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS.

        All references herein to fiscal 2000, fiscal 1999 and fiscal 1998 relate
to the years ended  January  29,  2000,  January 30, 1999 and January 31,  1998,
respectively.  To the extent  the  Company  may have  incurred  increased  costs
resulting from inflation,  the Company believes it has been able to offset these
costs through higher revenues.  Accordingly,  the Company believes inflation has
had no significant impact on its operations.

Results of Operations

                         Fiscal 2000 versus Fiscal 1999

        The Company's net sales  increased by $81.2 million to $665.5 million in
fiscal 2000 from $584.3  million in fiscal 1999,  primarily due to $72.6 million
in sales  generated by the Repp Ltd. Big & Tall stores and the Repp Ltd. By Mail
catalogs,  which were  acquired  by the  Company on May 23,  1999.  Sales in the
Company's  apparel  operations  increased by $86.8 million to $411.1  million in
fiscal 2000 from $324.3  million in fiscal 1999,  primarily  due to sales in the
newly acquired Repp  businesses and a 5.5% increase in comparable  apparel store
sales  (comparable  apparel  store  sales  increases/decreases  are  based  upon
comparisons  of weekly sales volume in Casual Male Big & Tall stores and Work 'n
Gear  stores  open  in  corresponding  weeks  of the  two  comparison  periods),
partially  offset by the closing of a net of ten Casual Male Big & Tall and Work
`n Gear stores.  Sales in the Company's  footwear  operations  decreased by $5.6
million to $254.3  million in fiscal  2000 from $259.9  million in fiscal  1999,
primarily due to a $7.4 million  decrease in sales due to the temporary  closing
of 151  former  Hills  stores  for a  portion  of  fiscal  2000,  prior to their
reopening as Ames stores.  This decrease was partially offset by a 2.8% increase
in comparable  retail  footwear store sales  (comparable  retail  footwear store
sales  increases/decreases  are based upon comparisons of weekly sales volume in
ongoing licensed  footwear  departments  open in corresponding  weeks of the two
comparison periods).

        The Company's cost of sales  constituted  54.1% of sales in fiscal 2000,
compared  to  55.5%  of sales in  fiscal  1999.  Cost of sales in the  Company's
apparel operations was 51.6% of sales in fiscal 2000, compared to 52.4% of sales
in fiscal 1999. The decrease in such  percentage was primarily  attributable  to
lower  markdowns  as a  percentage  of sales  and a  higher  initial  markup  on
merchandise  purchases.  Cost of sales in the Company's footwear  operations was
58.1% of sales in fiscal 2000,  compared to 59.4% of sales in fiscal 1999.  This
decrease was  primarily  due to a $3.6 million  non-recurring  charge to cost of
sales in fiscal 1999 for costs  associated with the liquidation of the Company's
inventory in the 155 Hills stores  prior to 151 of these stores  remodeling  and
reopening as Ames stores and lower  markdowns as a percentage of sales in fiscal
2000 as compared to fiscal 1999,  partially  offset by a lower initial markup on
merchandise purchases in fiscal 2000 versus fiscal 1999.

        Selling, administrative and general expenses increased $31.3 million, or
13.8%,  to $257.7  million in fiscal  2000 from $226.4  million in fiscal  1999,
primarily  due to the  acquisition  of the Repp  businesses.  As a percentage of
sales,  selling,  administrative  and  general  expenses  were 38.7% of sales in
fiscal 2000, compared to 38.8% of sales in fiscal 1999. Selling,  administrative
and general expenses in the Company's apparel  operations were 38.9% of sales in
fiscal  2000,  compared  to 39.7% of sales in fiscal  1999.  This  decrease  was
primarily  due to a decrease in fixed  overhead as a percentage  of sales caused
principally  by the volume  added by the Repp  acquisitions  and an  increase in
comparable apparel store sales. Selling,  administrative and general expenses in
the Company's footwear  operations were 38.4% of sales in fiscal 2000,  compared
to 37.6% of sales in fiscal 1999. This increase was primarily due to an increase
in store level expenses.

        Depreciation and amortization expense increased by $1.8 million to $17.6
million in fiscal 2000 from $15.8  million in fiscal 1999,  primarily  due to an
increase in depreciable and amortizable assets.

        As a result of the above,  the Company's  operating  income increased to
$30.1 million in fiscal 2000 from $17.7  million  ($21.3  million  excluding the
$3.6  million  non-recurring  Hills  related  charge in cost of sales) in fiscal
1999.  As a percentage  of sales,  operating  income was 4.5% of sales in fiscal
2000,  compared  to 3.0% of sales  (3.7% of sales  excluding  the  non-recurring
charge in cost of sales) in fiscal 1999.

        Net  interest  expense  increased  by $2.4  million to $16.9  million in
fiscal 2000 from $14.5 million in fiscal 1999,  primarily due to higher interest
rates on bank  borrowings and higher average levels of bank borrowings in fiscal
2000 versus fiscal 1999.

        Taxes on  earnings  for  fiscal  2000 were  $4.4  million,  yielding  an
effective tax rate of 33.0%, as compared to taxes on earnings of $1.1 million in
fiscal  1999,  yielding  an  effective  tax rate of 36.0%.  The  decrease in the
effective tax rate was primarily due to  adjustments  recorded in fiscal 2000 to
deferred taxes and the related valuation reserve.

        Net earnings for fiscal 2000 were $8.9 million, compared to net earnings
of $2.0 million in fiscal 1999.

                         Fiscal 1999 versus Fiscal 1998

        The Company's net sales  decreased by $7.9 million to $584.3  million in
fiscal 1999 from $592.2 million in fiscal 1998, primarily due to the disposition
of the Company's SCOA and Parade of Shoes  businesses in March,  1997.  Sales in
the Company's apparel operations increased by $14.8 million to $324.3 million in
fiscal 1999 from $309.5 million in fiscal 1998, primarily due to a 3.4% increase
in   comparable   apparel   store   sales   (comparable   apparel   store  sales
increases/decreases  are based upon comparisons of weekly sales volume in Casual
Male Big & Tall stores and Work 'n Gear stores  open in  corresponding  weeks of
the two comparison  periods) and an increase in sales  generated by Work 'n Gear
to its  corporate  customers.  Excluding  net  sales  of  $17.7  million  in the
Company's  SCOA and  Parade of Shoes  businesses  in fiscal  1998,  sales in the
Company's  footwear  operations  decreased by $5.0 million to $259.9  million in
fiscal 1999 from $264.9 million in fiscal 1998, primarily due to a 2.4% decrease
in comparable  retail  footwear store sales  (comparable  retail  footwear store
sales  increases/decreases  are based upon comparisons of weekly sales volume in
licensed footwear  departments open in corresponding weeks of the two comparison
periods).

        The Company's cost of sales  constituted  55.5% of sales in fiscal 1999,
compared  to  55.4%  of sales in  fiscal  1998.  Cost of sales in the  Company's
apparel operations was 52.4% of sales in fiscal 1999, compared to 52.8% of sales
in fiscal 1998. The decrease in such  percentage was primarily  attributable  to
lower  markdowns  as a  percentage  of sales  and a  higher  initial  markup  on
merchandise  purchases.  Cost of sales in the Company's footwear  operations was
59.4% of sales in fiscal 1999,  compared to 58.2% of sales in fiscal 1998.  Cost
of sales in the  Company's  JBI  Footwear  division was 59.4% of sales in fiscal
1999, compared to 58.5% of sales in fiscal 1998. The increase in such percentage
was primarily  attributable  to the January,  1999  acquisition  of Hills Stores
Company ("Hills") by Ames Department Stores,  Inc.  ("Ames"),  both of which are
footwear department  licensors of the Company,  which resulted in a $3.6 million
non-recurring  charge to cost of sales for costs associated with the liquidation
of the Company's  inventory in the 155 Hills stores prior to 151 of these stores
remodeling  and  reopening  as Ames stores,  coupled with higher  markdowns as a
percentage of sales,  partially offset by a higher initial markup on merchandise
purchases.

        Selling,  administrative  and general expenses  increased  $288,000,  or
0.1%, to $226.4 million in fiscal 1999 from $226.2 million in fiscal 1998.  This
increase was primarily  attributable  to an increase in  management  information
systems  costs,  coupled  with the  inclusion  of a  benefit  realized  from the
curtailment  of the  Company's  defined  benefit  pension  plan in fiscal  1998,
partially  offset by the  elimination  of costs recorded in the first quarter of
fiscal  1998  associated  with the  Company's  former  SCOA and  Parade of Shoes
businesses.  As a  percentage  of sales,  selling,  administrative  and  general
expenses  were  38.8% of sales in  fiscal  1999,  compared  to 38.2% of sales in
fiscal  1998.  Selling,  administrative  and general  expenses in the  Company's
apparel  operations  were 39.7% of sales in fiscal  1999,  compared  to 39.4% of
sales in fiscal 1998. This increase was primarily attributable to an increase in
management  information  systems costs,  coupled with the inclusion of a benefit
realized from the  curtailment of the Company's  defined benefit pension plan in
fiscal  1998.  Selling,  administrative  and general  expenses in the  Company's
footwear  operations  were 37.6% of sales in fiscal  1999,  compared to 36.9% of
sales in fiscal  1998.  Selling,  administrative  and  general  expenses  in the
Company's JBI Footwear division were 37.6% of sales in fiscal 1999,  compared to
36.3% of sales in fiscal  1998,  primarily  due to an  increase  in store  level
expenses as a  percentage  of sales and an increase  in  management  information
systems  costs,  coupled  with the  inclusion  of a  benefit  realized  from the
curtailment of the Company's defined benefit pension plan in fiscal 1998.

        Depreciation  and  amortization  expense  increased by $665,000 to $15.8
million in fiscal 1999 from $15.1  million in fiscal 1998,  primarily  due to an
increase in depreciable and amortizable assets.

        During the third quarter of fiscal 1998, the Company recorded litigation
settlement charges of $3.4 million ($2.1 million on an after-tax basis), related
to the  settlement  of two patent  infringement  lawsuits  brought  against  the
Company,  reflecting  costs of the settlement  not  previously  accrued for. For
additional information, see Note 10 to the Consolidated Financial Statements.

        As a result of the above,  the Company's  operating  income decreased to
$17.7 million  ($21.3  million  excluding the $3.6 million  non-recurring  Hills
related  charge  in cost of sales) in fiscal  1999  from  $19.6  million  ($23.1
million  excluding  the  litigation  settlement  charges) in fiscal  1998.  As a
percentage of sales, operating income was 3.0% of sales (3.7% of sales excluding
the non-recurring  charge in cost of sales) in fiscal 1999,  compared to 3.3% of
sales (3.9% of sales excluding litigation settlement charges) in fiscal 1998.

        Net  interest  expense  increased  by $1.1  million to $14.5  million in
fiscal 1999 from $13.4 million in fiscal 1998,  primarily due to higher interest
rates on bank  borrowings and higher average levels of bank borrowings in fiscal
1999 versus fiscal 1998.

        Taxes on  earnings  for  fiscal  1999 were  $1.1  million,  yielding  an
effective tax rate of 36.0%, as compared to taxes on earnings of $2.4 million in
fiscal  1998,  yielding  an  effective  tax rate of 39.0%.  The  decrease in the
effective tax rate was primarily due to  adjustments  recorded in fiscal 1999 to
deferred taxes and the related valuation reserve.

        Net earnings for fiscal 1999 were $2.0 million, compared to net earnings
of $3.8 million in fiscal 1998.

Financial Condition

                    January 29, 2000 versus January 30, 1999

        The increase in accounts receivable at January 29, 2000 from January 30,
1999 was  primarily  due to an  increase  in trade  receivables  due to licensed
footwear  sales in the latter part of January  2000 being  higher than  licensed
footwear sales in the latter part of January 1999.

        The increase in merchandise inventories at January 29, 2000 from January
30, 1999 was  primarily due to the  acquisition  of the Repp  businesses  and an
increase in forward selling  inventory  brought in to ensure product flow in the
event of a  disruption  in the vendor  supply  chain  caused by vendor  software
failures resulting from the so-called "Y2K" problem. The Company has suffered no
material  disruptions  to its product  sourcing  operations  as a result of this
software problem through the end of March 2000.

        The increase in net  property,  plant and  equipment at January 29, 2000
from January 30, 1999 was the result of capital  additions of $16.9 million,  of
which $3.0 million were acquired in the Repp  acquisition.  The remaining fiscal
2000 capital  expenditures  were primarily for the opening of new stores and the
renovation of existing units. The increase was partially offset by the recording
of $14.9 million in depreciation expense during fiscal 2000.

        The  increase in other assets at January 29, 2000 was  primarily  due to
the recording of goodwill of $6.2 million related to the acquisition of the Repp
businesses.

        The increase in current  portion of  long-term  debt at January 29, 2000
versus  January 30, 1999 was primarily due to current  maturities of portions of
the Company's new bank financing arrangements.

        The  increase in accounts  payable at January 29, 2000 from  January 30,
1999 was primarily due to the increase in merchandise inventories.  The ratio of
accounts  payable  to  merchandise  inventory  was 40.7% at  January  29,  2000,
compared to 34.0% at January 30, 1999  primarily due to the  acquisition  of the
Repp businesses,  which purchase a large percentage of the division's  inventory
from domestic  sources,  which  provide  greater trade credit than foreign trade
sources.

        The  increase in accrued  expenses at January 29, 2000 from  January 30,
1999 was primarily  due to  additional  accruals at January 29, 2000 for general
operating expenses.

Liquidity and Capital Resources

        The Company's  primary cash needs have  historically  been for operating
expenses,  working capital, interest payments,  capital expenditures for ongoing
operations and  acquisitions.  In fiscal 2000,  the Company's  primary source of
capital to finance its cash needs was cash provided by operating activities.

        On August 30, 1999,  the Company  established a total of $184 million in
bank  financing  arrangements,  comprised  of a $150  million  revolving  credit
facility,  a $25 million term loan and a $9 million  chattel  loan.  These three
facilities, all of which mature in May 2002, amended or replaced $160 million in
previously existing bank credit facilities which would have otherwise expired in
May 2000 and May 2001.

        The $150 million  revolving line of credit (the "Revolver") was provided
by a  group  of  lenders  led by  Bank  Boston  Retail  Finance  Inc.  Aggregate
borrowings  under the Revolver are limited to an amount  determined by a formula
based on various  percentages  of eligible  inventory  and accounts  receivable.
Borrowings  under the Revolver bear interest at variable rates and can be in the
form of loans and letters of credit.

        The $25  million  term loan (the "Term  Loan") was  provided by Back Bay
Capital  Funding LLC. If certain  conditions are met, a principal  payment of $5
million is due on April 30,  2000,  and payments of $2.5 million are due on each
of July 31, 2000 and  November  30,  2000.  Borrowings  under the Term Loan bear
interest at 16% per year.

        The $9  million  chattel  loan (the  "Chattel  Loan")  was  provided  by
BancBoston   Leasing  Inc.  The  Chattel  Loan  is  payable  in  equal   monthly
installments of principal and interest and bears interest at 10.35%.

        Each of the  Revolver,  the Term Loan and the Chattel Loan is secured by
substantially  all of the assets of the  Company,  and amended or  replaced  the
following previously existing credit facilities:

o   An $85  million  revolving  credit  facility  which was used to finance  the
    Company's Casual Male Big & Tall and Work `n Gear apparel businesses;
o   A $50 million  revolving  credit  facility  which was used to finance the
    Company's  footwear business;
o   A $20 million  revolving  line of credit and $5 million  term loan  facility
    which were used to finance the Company's Repp Ltd. Big & Tall businesses.

        As of January 29, 2000, the Company had aggregate borrowings outstanding
under the Revolver  totaling $66.3 million,  consisting of loans and obligations
under letters of credit.

        In May,  1999,  a new  subsidiary  of the Company,  JBI  Apparel,  Inc.,
acquired the Repp Ltd. Big & Tall retail store  business  operated in the United
States and the Repp Ltd. By Mail catalog. The purchase price and working capital
needs of the Repp  business  were  financed  primarily  through (a) a new credit
facility  provided  to JBI  Apparel,  Inc. by  BankBoston  Retail  Finance  Inc.
("BBRF")  and  Back  Bay  Capital  Funding  LLC,  respectively,  and (b)  senior
subordinated  notes and warrants issued to a group of investors,  which included
investment  funds  affiliated  with  Donaldson,  Lufkin and Jenrette,  Inc. (the
"Investor Group").

        Effective  May 21, 1999, a  combination  $20 million  revolving  line of
credit and $5 million term loan facility (the "JBI Apparel Credit Facility") was
established  with BBRF and Back Bay Capital LLC,  respectively.  The JBI Apparel
Credit Facility was amended by the Revolver and the Term Loan.

        Also  effective on May 21, 1999, the Investor Group provided $10 million
to JBI  Apparel,  Inc.  through the issuance of 13% Senior  Subordinated  Notes.
Detachable  warrants were issued in connection with the 13% Senior  Subordinated
Notes,  which enable the holders to purchase  1,200,000 shares of J. Baker, Inc.
common stock at $5.00 per share. The amount of the 13% Senior Subordinated Notes
at  January  29,  2000 has been  reduced  $2.5  million,  which  represents  the
remaining balance of the $3.3 million value assigned to the detachable warrants.
The value of the detachable  warrants is included in additional  paid-in capital
in stockholders'  equity,  and is being amortized using the interest method. The
13% Senior  Subordinated  Notes mature on December  31,  2001,  and the warrants
expire on May 21, 2004.

        Net cash  provided  by  operating  activities  for fiscal 2000 was $32.1
million,  as compared  to net cash  provided by  operating  activities  of $19.3
million  in fiscal  1999.  The $12.8  million  change  was  primarily  due to an
increase in accounts  payable in fiscal 2000,  which was  primarily  due to, and
partially  offset by, an increase  in  merchandise  inventories  (related to the
acquisition of the Repp businesses) and an increase in accrued expenses,  versus
smaller  increases in accounts  payable and  inventory and a decrease in accrued
expenses in fiscal 1999. The higher  increases in inventory and accounts payable
in  fiscal  2000  versus  fiscal  1999  were  primarily  the  result of the Repp
acquisition.  Also,  there was an increase in net accounts  receivable in fiscal
2000 versus a decrease in net  accounts  receivable  in fiscal  1999,  which was
primarily due to the receipt of litigation settlement proceeds in fiscal 1999.

        Net cash used in investing activities for fiscal 2000 was $43.4 million,
as  compared to net cash used in  investing  activities  of $7.8  million in the
fiscal 1999.  The $35.6 million  change was primarily due to the  acquisition of
Repp  assets,   fees  paid  in  connection  with  the  Company's  new  financing
arrangements,  capital  expenditures of $13.9 million in fiscal 2000 as compared
to $9.9 in fiscal 1999 and the receipt of $888,000 in escrowed proceeds from the
earlier sales of the footwear  businesses in fiscal 2000 versus  receipt of $2.9
million in escrowed proceeds in fiscal 1999.

        Net cash  provided  by  financing  activities  for fiscal 2000 was $13.1
million,  as compared to net cash used in financing  activities of $11.8 million
in fiscal 1999.  The $24.9 million change was primarily due to the incurrence of
new senior subordinated and bank debt for the Repp acquisition.

        Excluding  furniture,  fixtures,  equipment and  leasehold  improvements
acquired with the Repp Ltd. Big & Tall  businesses,  the Company  invested $13.9
million,  $9.9 million and $8.8 million in capital  expenditures  during  fiscal
2000, 1999 and 1998, respectively.  The Company's capital expenditures generally
relate to new store and licensed footwear  department openings and remodeling of
existing stores and departments, coupled with expenditures for general corporate
purposes.

        On December  30, 1996,  JBAK Canton  Realty,  Inc.  ("JBAK  Realty"),  a
wholly-owned  subsidiary of JBAK Holding, Inc. ("JBAK Holding") and an indirect,
wholly-owned  subsidiary of J. Baker,  Inc.,  obtained a $15.5 million  mortgage
loan from The Chase  Manhattan  Bank (the  "Mortgage  Loan") secured by the real
estate,  buildings and other  improvements  owned by JBAK Realty at 555 Turnpike
Street,  Canton,  Massachusetts (the "Canton Property").  JBAK Realty leases the
Canton  Property to JBI, Inc. a  wholly-owned  subsidiary of J. Baker,  Inc. The
Canton Property is used as the Company's corporate headquarters. Proceeds of the
Mortgage Loan were used to pay down loans under the Company's  revolving  credit
facility.

        In  June,  1992  the  Company  issued  $70  million  of  7%  convertible
subordinated  notes due 2002. The notes are convertible at a conversion price of
$16.125 per share, subject to adjustment in certain events.

        The  Company  expects to open  approximately  25 Casual  Male Big & Tall
stores, 10 Repp stores, six Work `n Gear stores and 618 JBI Footwear departments
and to close  approximately five Casual Male Big & Tall stores, two Repp stores,
one Work `n Gear store and 146 JBI  Footwear  departments  in fiscal  2001.  See
"Outlook:  Important Factors and Uncertainties--New Stores and Licensed Footwear
Locations."

        The  Company  believes  amounts  available  under its  revolving  credit
facilities,  along  with  other  potential  sources of funds and cash flows from
operations,  will be sufficient  to meet its operating and capital  requirements
for the foreseeable  future.  From time to time, the Company evaluates potential
acquisition  candidates in pursuit of strategic  initiatives and growth goals in
its niche markets.  Financing of potential acquisitions will be determined based
on the financial condition of the Company at the time of such acquisitions,  and
may include  borrowings under current or new commercial credit facilities or the
issuance of publicly issued or privately placed debt or equity  securities.  See
"Outlook: Important Factors and Uncertainties--Leverage."

Certain Factors That May Affect Future Results

        For a discussion of certain  factors and  uncertainties  that may affect
future results see "Outlook:  Important  Factors and  Uncertainties" on pages 11
and 12 of this Annual Report on Form 10-K.

Item 7(a).  Quantitative and Qualitative Disclosures About Market Risk.

None.



<PAGE>


Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                         J. BAKER, INC. AND SUBSIDIARIES
                   Index to Consolidated Financial Statements
<TABLE>

<S>     <C>                                                                           <C>
Consolidated Financial Statements:                                                    PAGE

        Independent Auditors' Report                                                    24

        Consolidated balance sheets as of January 29, 2000 and January 30, 1999         25

        Consolidated  statements  of earnings  for the years  ended  January 29,        26
2000, January 30, 1999 and January 31, 1998

        Consolidated statements of stockholders' equity for the years ended             27
January 29, 2000, January 30, 1999 and January 31, 1998

        Consolidated  statements  of cash flows for the years ended  January 29,        28
2000, January 30, 1999 and January 31, 1998

        Notes to consolidated financial statements                                      29


All schedules have been omitted as they are inapplicable or not required, or the
information has been included in the consolidated financial statements or in the
notes thereto.
</TABLE>


<PAGE>










                          Independent Auditors' Report

The Board of Directors and Stockholders
J. Baker, Inc.:


We have audited the accompanying  consolidated  balance sheets of J. Baker, Inc.
and  subsidiaries  as of January 29, 2000 and January 30, 1999,  and the related
consolidated  statements  of earnings,  stockholders'  equity and cash flows for
each of the  years in the  three-year  period  ended  January  29,  2000.  These
consolidated  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility is to express an opinion on these  consolidated
financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the accounting  principles used and significant  estimates made by the
Company's  management,  as well as evaluating  the overall  financial  statement
presentation. We believe our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material  respects,  the financial position of J. Baker, Inc. and
subsidiaries  as of January 29, 2000 and January 30, 1999,  and their results of
operations and cash flows for each of the years in the  three-year  period ended
January 29, 2000, in conformity with generally accepted accounting principles.

                                                                        KPMG LLP

Boston, Massachusetts
March 15, 2000


<PAGE>


                         J. BAKER, INC. AND SUBSIDIARIES
                           Consolidated Balance Sheets
                   As of January 29, 2000 and January 30, 1999

<TABLE>

<S>                                                                                             <C>              <C>
       Assets                                                                                            2000             1999
       ------                                                                                            ----             ----

Current assets:
   Cash and cash equivalents                                                                    $   5,486,290    $   3,679,115
   Accounts receivable:
       Trade, net                                                                                  11,544,036        9,979,178
       Other                                                                                        3,870,115        2,768,651
                                                                                                -------------    -------------
                                                                                                   15,414,151       12,747,829

   Merchandise inventories                                                                        206,790,453      164,057,913
   Prepaid expenses                                                                                 4,730,806        3,595,858
   Deferred income taxes, net                                                                       2,924,000        4,535,000
                                                                                                -------------    -------------
           Total current assets                                                                   235,345,700      188,615,715
                                                                                                -------------    -------------

Property, plant and equipment, at cost:

   Land and buildings                                                                              19,726,648       19,726,648
   Furniture, fixtures and equipment                                                               83,098,450       76,008,130
   Leasehold improvements                                                                          32,806,415       26,869,958
                                                                                                -------------    -------------
                                                                                                  135,631,513      122,604,736
   Less accumulated depreciation and amortization                                                  65,098,471       54,109,006
                                                                                                -------------    -------------
           Net property, plant and equipment                                                       70,533,042       68,495,730
                                                                                                -------------    -------------

Deferred income taxes, net                                                                         53,423,000       55,404,641
Other assets, at cost, less accumulated amortization                                               17,325,421       11,518,573
                                                                                                -------------    -------------
                                                                                                $ 376,627,163    $ 324,034,659
                                                                                                =============    =============
       Liabilities and Stockholders' Equity
Current liabilities:

   Current portion of long-term debt                                                            $  13,867,302    $   2,112,955
   Accounts payable                                                                                84,089,991       55,830,124
   Accrued expenses                                                                                12,052,606        8,772,148
   Income taxes payable                                                                               352,302        1,811,701
                                                                                                -------------    -------------
           Total current liabilities                                                              110,362,201       68,526,928
                                                                                                -------------    -------------

Other liabilities                                                                                   2,474,540        2,741,591
Long-term debt, net of current portion                                                             96,211,132      104,229,825
Senior subordinated debt                                                                            7,500,000             --
Convertible subordinated debt                                                                      70,353,000       70,353,000

Stockholders' equity:
   Common stock, par value $.50 per share, authorized 40,000,000 shares,
     14,067,526 shares issued and outstanding in 2000 (14,064,526 in 1999)                          7,033,763        7,032,263
   Preferred stock, par value $1.00 per share, authorized 2,000,000 shares
     (none issued and outstanding)                                                                         --               --
   Series A junior participating cumulative preferred stock, par value $1.00
     per share, authorized 100,000 shares (none issued and outstanding)                                    --               --
     Additional paid-in capital                                                                   120,866,660      117,353,846
   Accumulated deficit                                                                            (38,174,133)     (46,202,794)
                                                                                                -------------    -------------
           Total stockholders' equity                                                              89,726,290       78,183,315
                                                                                                -------------    -------------
                                                                                                $ 376,627,163    $ 324,034,659
                                                                                                =============    =============
</TABLE>

See accompanying notes to consolidated financial statements.


<PAGE>


                         J. BAKER, INC. AND SUBSIDIARIES
                   Consolidated Statements of Earnings
  For the years ended January 29, 2000, January 30, 1999 and January 31, 1998
<TABLE>
<S>                                               <C>               <C>               <C>

                                                     2000              1999               1998
                                                     ----              ----               ----

Net sales                                         $665,456,337      $584,276,206      $592,151,411

Cost of sales                                      359,983,047       324,359,899       327,826,816
                                                  ------------       -----------       -----------

     Gross profit                                  305,473,290       259,916,307       264,324,595

Selling, administrative and general expenses       257,717,486       226,439,442       226,151,041

Depreciation and amortization                       17,636,726        15,767,752        15,102,619

Litigation settlement charges                                -                 -         3,432,000
                                                   -----------       -----------       -----------

     Operating income                               30,119,078        17,709,113        19,638,935

Interest income                                       (180,915)          (192,112)        (108,750)

Interest expense                                    17,058,383        14,723,707        13,496,578
                                                    ----------        ----------        ----------

     Earnings before income taxes                   13,241,610         3,177,518         6,251,107

Income tax expense                                   4,369,000         1,144,000         2,438,000
                                                   -----------       -----------       -----------

     Net earnings                                 $  8,872,610      $  2,033,518      $  3,813,107
                                                   ===========       ===========       ===========

Earnings per common share:
     Basic                                        $       0.63      $       0.15      $       0.27
                                                   ===========       ===========       ===========

     Diluted                                      $       0.62      $       0.14      $       0.27
                                                   ===========       ===========       ===========

Number of shares used to compute
     earnings per common share:

     Basic                                          14,065,734        14,006,478        13,911,080
                                                    ==========       ===========        ==========

     Diluted                                        14,373,272        14,139,735        13,970,299
                                                    ==========        ==========       ===========

</TABLE>










See accompanying notes to consolidated financial statements.


<PAGE>


                         J. BAKER, INC. AND SUBSIDIARIES
               Consolidated Statements of Stockholders' Equity
   For the years ended January 29, 2000, January 30, 1999 and January 31,1998
<TABLE>
<CAPTION>

                                                                        Additional                              Total
                                                   Common Stock          Paid-in               Accumulated    Stockholders'
                                               Shares         Amount     Capital                 Deficit        Equity
                                               ------         ------     -------                 -------        ------
<S>                                          <C>          <C>          <C>                     <C>            <C>
Balance, February 1, 1997                    13,892,397   $ 6,946,199  $115,416,223            $(50,373,162)  $71,989,260

Net earnings for the year ended
   January 31, 1998                                  --            --            --               3,813,107     3,813,107
Exercise of stock options                         8,500         4,250        43,550                      --        47,800
Shares issued to certain employees               18,680         9,340       237,694                      --       247,034
Dividends paid ($.06 per share)                      --            --            --                (834,687)     (834,687)
                                             ----------     ---------    ----------              ----------    ----------

Balance, January 31, 1998                    13,919,577     6,959,789   115,697,467             (47,394,742)   75,262,514


Net earnings for the year ended
   January 30, 1999                                  --            --            --               2,033,518     2,033,518
Exercise of stock options                        23,199        11,599       442,941                      --       454,540
Shares issued to certain employees              121,750        60,875     1,213,438                      --     1,274,313
Dividends paid ($.06 per share)                      --            --            --                (841,570)     (841,570)
                                             ----------     ---------    ----------              ----------    ----------

Balance, January 30, 1999                    14,064,526     7,032,263   117,353,846             (46,202,794)   78,183,315


Net earnings for the year ended
   January 29, 2000                                  --            --            --               8,872,610     8,872,610
Warrants issued on subordinated debt                                      3,300,000                             3,300,000
Exercise of stock options                         3,000         1,500       212,814                      --       214,314
Dividends paid ($.06 per share)                      --            --            --                (843,949)     (843,949)
                                             ----------     ---------    ----------              ----------     ---------

Balance, January 29, 2000                    14,067,526   $ 7,033,763  $120,866,660            $(38,174,133)  $89,726,290
                                             ==========    ==========   ===========             ===========    ==========

</TABLE>




See accompanying notes to consolidated financial statements.


<PAGE>


                         J. BAKER, INC. AND SUBSIDIARIES
                  Consolidated Statements of Cash Flows For the
             years ended January 29, 2000, January 30, 1999 and January 31, 1998
<TABLE>
<S>                                                  <C>                <C>              <C>
                                                        2000               1999            1998
                                                        ----               ----            ----
Cash flows from operating activities:

     Net earnings                                    $  8,872,610       $ 2,033,518      $ 3,813,107
     Adjustments to reconcile net earnings to net cash
       provided by (used in) operating activities:
        Depreciation and amortization:
           Fixed assets                                14,857,166        13,575,597       13,334,762
           Deferred charges, intangible assets and
              deferred financing costs                  3,581,538         2,200,066        1,806,557
        Deferred income taxes, net                      3,592,641         1,240,359        2,567,000
        Change in:
           Accounts receivable                         (2,666,322)        6,332,655          568,003
           Merchandise inventories                    (25,831,170)       (4,650,911)     (15,442,592)
           Prepaid expenses                              (242,173)          822,313        1,612,862
           Accounts payable                            28,259,867         3,721,772       (4,897,733)
           Accrued expenses                             3,280,458        (5,401,922)     (18,514,062)
           Income taxes payable/receivable             (1,459,399)          832,141         (401,104)
           Other liabilities                             (149,365)       (1,368,545)      (7,873,826)
                                                     ------------       -----------      -----------
              Net cash provided by (used in)
               operating activities                    32,095,851        19,337,043      (23,427,026)
                                                     ------------       -----------      -----------

Cash flows from investing activities:
        Capital expenditures for:
        Property, plant and equipment                 (13,894,478)       (9,942,251)      (8,810,193)
        Other assets                                   (3,337,174)         (795,360)      (2,304,132)
        Payments received on note receivable                   -                  -        2,900,000
     Net cash paid in acquisition of Repp Ltd. Big &
        Tall businesses                               (27,021,980)                -                -
     Net proceeds from sales of footwear businesses       887,903         2,902,335       60,134,835
                                                     ------------       -----------       ----------
             Net cash provided by (used in)
               investing activities                   (43,365,729)       (7,835,276)      51,920,510
                                                     ------------       -----------       ----------

Cash flows from financing activities:

     Repayment of senior debt                          (1,500,000)       (1,500,000)      (1,500,000)
     Proceeds from revolving credit facilities         94,957,430                 -       99,980,354
     Proceeds from senior subordinated debt            10,000,000                 -                -
     Repayment of revolving credit facilities        (123,108,822)       (9,564,859)    (125,800,000)
99,980,354

     Proceeds from term and chattel loans              34,000,000                 -                -
     Repayment of mortgage payable                       (612,954)         (560,388)        (512,327)
     Payment of mortgage escrow, net                      (28,966)          (61,933)         (94,779)
     Proceeds from issuance of common stock               214,314           710,103          294,834
     Payment of dividends                                (843,949)         (841,570)        (834,687)
                                                         --------        ----------       ----------
              Net cash provided by (used in)
                financing activities                   13,077,053       (11,818,647)     (28,466,605)
                                                       ----------       -----------      -----------

Net increase (decrease) in cash and cash equivalents    1,807,175          (316,880)          26,879

Cash and cash equivalents at beginning of year          3,679,115         3,995,995        3,969,116
                                                      -----------       -----------      -----------

Cash and cash equivalents at end of year             $  5,486,290      $  3,679,115     $  3,995,995
                                                      ===========       ===========      ===========
</TABLE>

See accompanying notes to consolidated financial statements.

<PAGE>

                         J. BAKER, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
             January 29, 2000, January 30, 1999 and January 31, 1998

(1)     Summary of Significant Accounting Policies

        Nature of Operations

          J. Baker,  Inc. and  subsidiaries  (the  "Company")  is engaged in the
          retail  sale of apparel and  footwear.  As of January  29,  2000,  the
          Company's  Casual Male Big & Tall,  Repp Big & Tall,  Work 'n Gear and
          JBI  Footwear  businesses  operated a total of 1,503  locations  in 47
          states and the  District of  Columbia.  The Company  operates  the 445
          store  chain of Casual  Male Big & Tall stores and the 135 store chain
          of Repp Big & Tall  stores,  both of which  sell  fashion,  casual and
          dress  clothing and footwear to the big and tall man; the Work 'n Gear
          chain, comprised of 65 utility workwear, healthcare apparel and custom
          uniforms  for industry and service  businesses,  and 858  self-service
          licensed  footwear  departments  in discount  department  stores.  The
          Company also operates catalog, e-commerce and other direct selling and
          marketing businesses.

        Basis of Presentation and Principles of Consolidation

          The  consolidated  financial  statements  include the  accounts of the
          Company   and   its   wholly-owned   subsidiaries.   All   significant
          intercompany   accounts  and  transactions  have  been  eliminated  in
          consolidation.

        Use of Estimates

          The  preparation of financial  statements in conformity with generally
          accepted  accounting  principles requires management to make estimates
          and assumptions  that affect the reported  amounts in the consolidated
          financial  statements  and  accompanying  notes.  Actual results could
          differ from those estimates.

        Fiscal Year

          The  Company's  fiscal year ends the  Saturday  closest to January 31.
          Fiscal years 2000,  1999 and 1998 ended on January 29,  2000,  January
          30, 1999 and  January 31,  1998,  respectively.  Each of these  fiscal
          years  included  52  weeks.  References  to years  in these  financial
          statements  and notes  relate to fiscal  years  rather  than  calendar
          years.

        Fair Value of Financial Instruments

          The carrying amount of cash, cash  equivalents,  trade receivables and
          trade payables approximate fair value because of the short maturity of
          these  financial  instruments.  Fair value of the Company's  long-term
          instruments   is  estimated   based  on  market   values  for  similar
          instruments.  At January 29, 2000, the difference between the carrying
          value of long-term  instruments  and their estimated fair value is not
          material.

        Cash and Cash Equivalents

          Cash equivalents  consist of highly liquid instruments with maturities
          of three  months or less and are  stated at cost,  which  approximates
          market.

        Merchandise Inventories

          Merchandise inventories, which consist entirely of finished goods, are
          valued  at the  lower of cost or  market,  principally  by the  retail
          inventory method.

        Depreciation and Amortization of Property, Plant and Equipment and Other
          Assets Depreciation and amortization of the Company's property,  plant
          and  equipment  and other  assets are  provided  on the  straight-line
          method over the following periods:
<TABLE>

                      <S>                                        <C>
                      Furniture and fixtures                      7 years
                      Machinery and equipment                     7 years
                      Leasehold improvements                     10 years
                      Building, building improvements and
                         land improvements                       40 years
                      Systems development costs, goodwill
                         and other intangible assets             3 to 15 years
</TABLE>
<PAGE>

                         J. BAKER, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements

          Maintenance  and  repairs are  charged to expense as  incurred.  Major
          renewals or replacements are capitalized.  When properties are retired
          or otherwise  disposed of, the asset and related  reserve  account are
          relieved  and the  resulting  gain or loss,  if any,  is  credited  or
          charged to earnings.

        Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed Of

          Statement of Financial  Accounting Standards No. 121 ("SFAS No. 121"),
          "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
          Assets to Be Disposed Of" requires that long-lived  assets and certain
          identifiable intangibles be reviewed for impairment whenever events or
          changes in circumstances  indicate the carrying amount of an asset may
          not be  recoverable.  Recoverability  of assets to be held and used is
          measured by a comparison of the carrying  amount of an asset to future
          net cash flows  expected to be generated by the asset.  If such assets
          are  considered  to be impaired,  the  impairment  to be recognized is
          measured  by the  amount by which the  carrying  amount of the  assets
          exceeds  the fair value of the  assets.  Assets to be  disposed of are
          reported at the lower of the carrying  amount or fair value less costs
          to sell.

        Goodwill

          Goodwill,  which  represents the excess of the purchase price over the
          fair value of net assets  acquired,  is amortized  on a  straight-line
          basis over a period of 15 years.  The Company  evaluates  goodwill for
          impairment whenever events or circumstances indicate that the carrying
          amount may not be recoverable.  If the carrying amount of the goodwill
          exceeds the expected undiscounted future cash flows, the Company would
          record an impairment loss.

        Earnings Per Common Share

          Basic  Earnings  Per Share  ("EPS") is  computed  by  dividing  income
          available to common  shareholders  by the weighted  average  number of
          common shares outstanding  during the period.  Diluted EPS is computed
          by dividing  income  available to common  shareholders by the weighted
          average  number  of  common   shares,   after  giving  effect  to  all
          potentially  dilutive common shares outstanding during the period. The
          common stock issuable under the 7% convertible  subordinated notes due
          2002  and  the   convertible   debentures  was  not  included  in  the
          calculation  for fiscal 2000,  fiscal 1999 and fiscal 1998 because its
          effect would be antidilutive.

          Net earnings and shares used to compute net earnings per share,  basic
          and diluted, are reconciled below:
<TABLE>
<S>                                                  <C>                <C>             <C>
                                                        2000                1999            1998
                                                        ----                ----            ----
          Net earnings, basic and diluted            $ 8,872,610        $ 2,033,518     $ 3,813,107
                                                      ==========         ==========      ==========
               Weighted average common shares:
                  Basic                               14,065,734         14,006,478      13,911,080
                      Effect of dilutive securities:
                        Stock options, warrants and
                            performance share awards     307,538            133,257          59,219
                                                      ----------         ----------      ----------
                  Diluted                             14,373,272         14,139,735      13,970,299
                                                      ==========         ==========      ==========
</TABLE>

        Revenue Recognition

          The  Company  recognizes  revenue  in its retail  stores and  licensed
          footwear  departments  at the  time of  sale  and in its  catalog  and
          e-commerce business at the time orders are shipped.

        Store Opening and Closing Costs

          Store  opening  costs are expensed as incurred.  All costs  related to
          store  closings  are  expensed at the time the  decision is reached to
          close the store.
<PAGE>
                         J. BAKER, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements

        Stock Options

          SFAS  No.  123,  "Accounting  for  Stock-Based  Compensation"  permits
          entities to  recognize  as expense  over the  vesting  period the fair
          value on the date of grant of all stock-based  awards.  Alternatively,
          SFAS No. 123 also allows  entities to continue to apply the provisions
          of APB Opinion No. 25,  "Accounting for Stock Issued to Employees" and
          provide  pro  forma  net  income  and pro  forma  earnings  per  share
          disclosures  for employee  stock option grants made in fiscal 1996 and
          future years as if the fair-value-based method defined in SFAS No. 123
          had been applied. The Company continues to apply the provisions of APB
          Opinion No. 25 and provide the pro forma disclosure provisions of SFAS
          No. 123.

        Income Taxes

          Deferred  taxes are provided for using the asset and liability  method
          for temporary differences between financial and tax reporting.

        Reclassifications

          Certain reclassifications have been made to the consolidated financial
          statements of prior years to conform to the fiscal 2000 presentation.

(2)     Acquisition of Repp Ltd. And Repp Ltd. By Mail

        On May 23, 1999, the Company acquired substantially all of the assets of
        the Repp  Ltd.  Big & Tall and Repp  Ltd.  By Mail  divisions  of Edison
        Brothers.  Edison Brothers is operating as a debtor-in-possession  under
        Chapter 11 of the United States Bankruptcy Code, as amended. The Company
        paid cash, as described  below, for the acquisition of 175 United States
        and Canadian Repp Ltd. Big & Tall retail  locations and the Repp Ltd. By
        Mail catalog  business.  The Company  immediately  sold Repp's  Canadian
        operation,  16  stores,  to  Grafton-Fraser,   Inc.,  a  Canadian  men's
        retailer,  and commenced the closing of 31 stores in the United  States.
        The Company  operates the  remaining  retail stores in the United States
        and the  Repp  Ltd.  By Mail  catalogs  through  a new  subsidiary,  JBI
        Apparel,  Inc. The transaction was financed  primarily through (a) a new
        $20 million  credit  facility and a $5 million term loan provided to JBI
        Apparel,  Inc. by  BankBoston  Retail  Finance Inc. and Back Bay Capital
        Funding  LLC,  respectively,  (both of which were  amended on August 30,
        1999 through a  refinancing - see Note 4 to the  Consolidated  Financial
        Statements),  (b) the  issuance by JBI  Apparel,  Inc. of $10 million of
        senior  subordinated  notes  to a group  of  investors,  which  included
        investment funds affiliated with Donaldson, Lufkin & Jenrette, Inc. (the
        "Investor  Group")  (see  Note  4),  and  (c) the  sale of the  Canadian
        operations  and the  liquidation  of the  inventories  in the 31 closing
        stores. The net purchase price for the acquired assets,  which primarily
        consisted of inventory and fixed assets for the 128 retail stores in the
        United States and the Repp Ltd. By Mail catalogs,  was $27.0 million. In
        connection  with the $10  million  financing  provided  by the  Investor
        Group,  J. Baker issued  5-year  warrants  enabling  holders to purchase
        1,200,000 shares of the Company's common stock at $5.00 per share.

        The   acquisition  was  accounted  for  under  the  purchase  method  of
        accounting  and,  accordingly,  the results of  operations of Repp Big &
        Tall are included in the  consolidated  statements of earnings since the
        date of acquisition.

        The net purchase price of $27.0 million was allocated as follows:
<TABLE>
<S>                                                                 <C>
          Property, plant and equipment                             $  3,000,000
          Prepaid expenses                                               892,775
          Merchandise inventories                                     16,901,370
          Goodwill                                                     6,227,835
                                                                     -----------
                                                                    $ 27,021,980
                                                                     ===========
</TABLE>
        Goodwill  of $6.2  million  is  included  in other  assets  and is being
        amortized  on a  straight  line basis over  fifteen  years.  Accumulated
        amortization was $277,000 as of January 29, 2000.

        For the period from May 24, 1999 through January 29, 2000, Repp Ltd. and
        Repp Ltd. By Mail generated sales of $72.6 million. At January 29, 2000,
        Repp Ltd. operated 135 Repp Ltd. Big & Tall retail locations.


<PAGE>
                         J. BAKER, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements

3)      Accounts Receivable

          Trade  accounts  receivable  are comprised  principally of amounts due
          from  licensors of the  Company's JBI Footwear  division.  The Company
          performs  regular  credit  evaluations  of its licensors and generally
          does not require collateral from its licensors.

          The following is a summary of the activity affecting the allowance for
          doubtful  accounts  receivable  for the years ended  January 29, 2000,
          January 30, 1999 and January 31, 1998.

<TABLE>
<S>                                                    <C>           <C>             <C>
                                                           2000           1999          1998
                                                           ----           ----          ----

               Balance, beginning of year              $  185,000    $   577,458     $ 5,286,617

               Additions charged to expense               107,000         10,000          15,000

               Write-offs, net of recoveries              (92,000)      (402,458)     (4,724,159)
                                                        ---------     ----------      ----------

               Balance, end of year                    $  200,000    $   185,000     $   577,458
                                                       ==========     ==========      ==========
</TABLE>

(4)     Debt
<TABLE>

        Long-Term Debt
          Long-term  debt at January 29, 2000 and January 30, 1999 was comprised of:
<S>                                                                 <C>                 <C>

                                                                        2000                1999
                                                                        ----                ----

        $150 million revolving line of credit
          (weighted average interest rate 7.9%)                     $ 63,258,573        $          -

        Term loan, net of current portion
          (interest rate of 16.0%)                                    15,000,000                   -

        Chattel Loan, net of current portion
          (interest rate of 10.35%)                                    4,808,683                   -

        Mortgage note, net of current portion
        (interest rate of 9.0%)                                       13,143,876          13,814,330

        Apparel credit facility (weighted average interest rate
          of 7.8%)                                                             -          59,500,000

        Footwear credit facility (weighted average interest rate
          of 8.3%)                                                             -          30,915,495
                                                                     -----------         -----------

                                                                    $ 96,211,132        $104,229,825
                                                                     ===========         ===========
</TABLE>

          On August 30, 1999, the Company established a total of $184 million in
          bank  financing  arrangements,  comprised of a $150 million  revolving
          credit  facility,  a $25  million  term loan and a $9 million  chattel
          loan. These three facilities, all of which mature in May 2002, amended
          and  replaced  $160  million  in   previously   existing  bank  credit
          facilities  which  would  have  otherwise  expired in May 2000 and May
          2001.

          The  $150  million  revolving  line of  credit  (the  "Revolver")  was
          provided by a group of lenders led by Bank Boston Retail  Finance Inc.
          Aggregate  borrowings  under the  Revolver  are  limited  to an amount
          determined  by a formula  based on  various  percentages  of  eligible
          inventory and accounts receivable.  Borrowings under the Revolver bear
          interest at variable rates and can be in the form of loans and letters
          of credit.
<PAGE>
                         J. BAKER, INC. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

          The Company's revolving credit facility contains various covenants and
          restrictive  provisions,  including  restrictions on the incurrence of
          additional  indebtedness  and liens,  the  payment of  dividends,  the
          maintenance  of  specified   financial   ratios  and  other  financial
          criteria.  As of January 29, 2000, the Company was in compliance  with
          all such covenants.

          The $25 million  term loan (the "Term  Loan") was provided by Back Bay
          Capital  Funding  LLC.  If certain  conditions  are met,  a  principal
          payment of $5 million is due on April 30,  2000,  and payments of $2.5
          million  are due on each of July  31,  2000  and  November  30,  2000.
          Borrowings under the Term Loan bear interest at 16% per year.

          The $9 million  chattel  loan (the  "Chattel  Loan") was  provided  by
          BancBoston  Leasing Inc. The Chattel Loan is payable in equal  monthly
          installments of principal and interest and bears interest at 10.35%.

          Each of the Revolver, the Term Loan and the Chattel Loan is secured by
          substantially  all of  the  assets  of the  Company,  and  amended  or
          replaced the following previously existing credit facilities:

          o    An $85  million  revolving  credit  facility  which  was  used to
               finance  the  Company's  Casual  Male Big & Tall and Work `n Gear
               apparel businesses (the "Apparel Credit Facility");

          o    A $50 million revolving credit facility which was used to finance
               the Company's footwear business (the "Footwear Credit Facility");

          o    A $20 million  revolving  line of credit and $5 million term loan
               facility  which  was  used  to  finance  the JBI  Apparel  Inc.'s
               purchase of the Repp Ltd. Big & Tall businesses (the "JBI Apparel
               Credit Facility").

          The  Apparel  Credit  Facility  was a $100  million  revolving  credit
          facility secured by all the capital stock of The Casual Male, Inc. and
          four other subsidiaries of the Company. The aggregate commitment under
          the  Apparel  Credit  Facility  was reduced  from $100  million to $90
          million on December  31,  1997,  by  amendment  was  increased  to $95
          million on April 3, 1998,  and was  reduced by $10 million on December
          31, 1998.  Borrowings  under the Apparel Credit Facility bore interest
          at  variable  rates  and  could  be in the  form  of  loans,  bankers'
          acceptances and letters of credit.

          The  Footwear  Credit  Facility  was a $50  million  revolving  credit
          facility,  secured by  substantially  all the assets of JBI,  Inc. and
          Morse  Shoe,  Inc.  Aggregate  borrowings  under the  Footwear  Credit
          Facility  were limited to an amount  determined  by a formula based on
          various  percentages  of eligible  inventory and accounts  receivable.
          Borrowings  under  the  Footwear  Credit  Facility  bore  interest  at
          variable rates and could be in the form of loans or letters of credit.

          The  JBI  Apparel  Credit  Facility  was  a  combination  $20  million
          revolving line of credit and $5 million term loan facility  secured by
          substantially  all  of  the  assets  of JBI  Apparel,  Inc.  Aggregate
          borrowings were limited to an amount  determined by a formula based on
          various  percentage  of eligible  inventory  and accounts  receivable.
          Borrowings  under  the  $20  million  revolving  line of  credit  bore
          interest  at  variable  rates  and  could  be in the  form of loans or
          letters of credit. Borrowings under the term loan bore interest at 19%
          per year.

          On December 30, 1996,  JBAK Canton Realty,  Inc.  ("JBAK  Realty"),  a
          wholly-owned  subsidiary of JBAK Holding, Inc. ("JBAK Holding") and an
          indirect,  wholly-owned  subsidiary  of the Company,  obtained a $15.5
          million  mortgage loan from The Chase  Manhattan  Bank (the  "Mortgage
          Loan")  secured by the real estate,  buildings and other  improvements
          located at 555 Turnpike  Street,  Canton,  Massachusetts  (the "Canton
          Property")  owned  by JBAK  Realty.  JBAK  Realty  leases  the  Canton
          Property  to JBI,  Inc.  ("JBI"),  a  wholly-owned  subsidiary  of the
          Company.  The  Canton  Property  is  used as the  Company's  corporate
          headquarters.  Neither JBAK Holding nor JBAK Realty have agreed to pay
          or make their assets  available to pay  creditors of the Company or of
          JBI.  Neither the  Company  nor JBI have  agreed to make their  assets

<PAGE>

                         J. BAKER, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements

          available to pay creditors of JBAK Holding or of JBAK Realty. Proceeds
          of the Mortgage  Loan were used to pay down loans under the  Company's
          revolving credit facility.  This loan is being repaid in equal monthly
          payments of principal and interest over 15 years.

        Senior Subordinated Debt

          In May 1999, to facilitate the purchase of the Repp Ltd. and Repp Ltd.
          By Mail businesses (See Note 2), a group of investors,  which included
          investment funds affiliated with Donaldson,  Lufkin and Jenrette, Inc.
          provided $10 million to the Company through the issuance of 13% Senior
          Subordinated Notes. Detachable warrants were issued in connection with
          the 13%  Senior  Subordinated  Notes,  which  enable  the  holders  to
          purchase  1,200,000 shares of J. Baker, Inc. common stock at $5.00 per
          share. The amount of the 13% Senior  Subordinated Notes at January 29,
          2000 has been reduced by $2.5 million,  the unamortized balance of the
          $3.3 million value assigned to the detachable  warrants.  The value of
          the detachable  warrants was recorded as additional paid-in capital in
          stockholders'  equity,  and is being  amortized  using  the  effective
          interest method. The 13% Senior  Subordinated Notes mature on December
          31, 2001, and the warrants expire on May 21, 2004.

          In June 1989,  the Company  issued $35 million of senior  subordinated
          notes with detachable warrants,  which enabled the holders to purchase
          600,000  shares of the  Company's  common  stock at a price of $20 per
          share,  subject  to  adjustments,  and  which  expired  in May,  1999.
          Subordinated notes of $1,498,023 at January 30, 1999 are presented net
          of $1,977,  which  reflects the  unaccreted  portion of the $1,710,000
          value originally assigned to the detachable warrants. The value of the
          warrants was recorded as additional  paid-in  capital and was accreted
          using the effective-interest  method. The senior subordinated debt was
          reduced by $27.5  million  in June,  1992 with  proceeds  from the $70
          million 7%  convertible  subordinated  notes  referred  to below.  The
          senior subordinated notes were due in installments of $1.5 million per
          year beginning in May, 1995 with a final payment made in May, 1999.

        Convertible Subordinated Debt

          Convertible subordinated debt at January 29, 2000 and January 30, 1999
          was comprised of:
<TABLE>
<S>            <C>                                               <C>               <C>
                                                                   2000              1999
                                                                   ----              ----
               7% convertible subordinated notes                 $70,000,000       $70,000,000
               Convertible debentures                                353,000           353,000
                                                                 -----------        ----------
                                                                 $70,353,000       $70,353,000
                                                                  ==========        ==========
</TABLE>

          In June  1992,  the  Company  issued  $70  million  of 7%  convertible
          subordinated  notes due 2002.  The notes are  convertible  into common
          stock  at  a  conversion  price  of  $16.125  per  share,  subject  to
          adjustment in certain events.

          The convertible debentures began accruing interest on January 15, 1997
          at a rate of 8% and no  principal  will be payable  until  January 15,
          2002. The debt is subject, under certain  circumstances,  to mandatory
          conversion.  Approximately  6,500  shares of J. Baker common stock are
          reserved for any future conversions of the convertible debentures.

          Scheduled   principal   repayments  of  long-term   debt,  13%  Senior
          Subordinated Notes and convertible subordinated debt for the next five
          fiscal years and thereafter are as follows:

                        Fiscal year
                      ending January
                      --------------
<TABLE>
<S>                        <C>                                  <C>
                           2001                                 $ 13,867,302
                           2002                                   14,630,224
                           2003                                  150,325,521
                           2004                                      877,387
                           2005                                      959,693
                           Thereafter                              9,771,307

</TABLE>
<PAGE>

                         J. BAKER, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements

(5)     Taxes on Earnings

          Income  tax  expense  (benefit)  attributable  to income  (loss)  from
          operations consists of:
<TABLE>

                                                       Current         Deferred           Total
                                                       -------         --------           -----
              <S>                                   <C>               <C>               <C>
              Year ended January 29, 2000:
                Federal                             $   151,000       $ 3,773,000       $ 3,924,000
                State and city                          625,000          (180,000)          445,000
                                                     ----------        ----------       -----------
                                                    $   776,000       $ 3,593,000       $ 4,369,000
                                                     ==========        ==========        ==========
              Year ended January 30,1999:
                Federal                             $         -       $   631,000       $   631,000
                State and city                          450,000            63,000           513,000
                                                     ----------        ----------        ----------
                                                    $   450,000       $   694,000       $ 1,144,000
                                                     ==========        ==========        ==========
              Year ended January 31, 1998:
                Federal                             $  (604,000)      $ 2,131,000       $ 1,527,000
                State and city                          475,000           436,000           911,000
                                                     ----------        ----------        ----------
                                                    $  (129,000)      $ 2,567,000       $ 2,438,000
                                                     ==========        ==========        ==========
</TABLE>


           The  following  is a  reconciliation  between the  statutory  federal
           income tax rate and the Company's  effective rate for the years ended
           January 29, 2000, January 30, 1999 and January 31, 1998:
<TABLE>
             <S>                                        <C>               <C>              <C>
                                                           2000             1999              1998
                                                           ----             ----              ----
             Statutory federal income tax rate            35.0%             35.0%             35.0%
             State income taxes, net of federal
               income tax benefit                          2.2%             10.5%              9.5%
             Change in beginning of year balance of
               the valuation allowance for deferred
               tax assets                                 (4.2%)            (9.5%)               -
             Other                                            -                -              (5.5%)
                                                        -------           ------           -------
                                                          33.0%             36.0%             39.0%
                                                        =======           ======           =======
</TABLE>

           The  tax  effects  of  temporary   differences   that  give  rise  to
           significant   portions  of  deferred  tax  assets  and  deferred  tax
           liabilities  at January 29,  2000 and January 30, 1999 are  presented
           below:
<TABLE>
            <S>                                             <C>                   <C>
                                                                  2000                1999
                                                                  ----                ----
            Deferred tax assets:
              Accounts receivable                           $     88,000          $     81,000
              Inventory                                        1,991,000             2,210,000

              Intangible assets                                4,057,000             3,481,000
              Operating loss and credit carryforwards         86,787,000            89,676,000
                                                             -----------           -----------
                  Total gross deferred tax assets             92,923,000            95,448,000
                  Less valuation allowance                   (27,671,000)          (25,669,000)
                                                             -----------           -----------
                  Net deferred tax assets                     65,252,000            69,779,000

            Deferred tax liabilities:
              Property, plant and equipment                  (4,425,000)            (6,509,000)
              Intangible assets                                (345,000)            (1,669,000)
              Nondeductible accruals and reserves            (4,135,000)            (1,661,000)
                                                             ----------            -----------
                  Total gross deferred tax liabilities       (8,905,000)            (9,839,000)
                                                             -----------           -----------
                  Net deferred tax asset                    $ 56,347,000          $ 59,940,000
                                                             ===========           ===========
</TABLE>

<PAGE>


                         J. BAKER, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements

          At January  29,  2000 and January 30,  1999,  net  deferred  tax asset
        consisted of the following:
<TABLE>

               <S>                                            <C>                 <C>
                                                                  2000                  1999
                                                                  ----                  ----
               Deferred tax asset, net - current              $  2,924,000        $   4,535,000
               Deferred tax asset, net - non-current            53,423,000           55,405,000
                                                                ----------           ----------
                                                              $ 56,347,000        $  59,940,000
                                                               ===========          ===========
</TABLE>

           At January 29, 2000, the Company has net operating loss carryforwards
           ("NOLS") and general business credit carryforwards for federal income
           tax  purposes  of  approximately   $187  million  and  $1.3  million,
           respectively,  which  expire in years  ended  January,  2002  through
           January, 2019. SFAS No. 109, "Accounting for Income Taxes",  requires
           the tax  benefit of such NOLS be  recorded  as an asset to the extent
           the Company  assesses the utilization of such NOLS to be "more likely
           than not". The NOLS available for future  utilization  were generated
           principally by restructuring and other non-recurring  charges,  which
           are not expected to continue. The Company has determined,  based upon
           the history of prior operating earnings in its ongoing businesses and
           its expectations for the future,  that its operating income will more
           likely than not be sufficient to fully utilize the $187.0  million of
           NOLS prior to their expiration in the year 2019.

           The  valuation  allowance  for  deferred tax assets as of January 30,
           1999 was $25,669,000. The valuation allowance increased by $2,002,000
           to  $27,671,000  at January 29,  2000,  as a result of an increase of
           temporary differences for certain carry forward items.

           The   Company   also  has  minimum   tax  credit   carryforwards   of
           approximately $4.0 million available to reduce future regular federal
           income taxes, if any, over an indefinite period.

 (6)    Pension and Profit Sharing Plans

          The Company has a  noncontributory  pension plan (the "Pension Plan"),
          which covers substantially all non-union employees and is administered
          by Trustees who are officers of the Company.  In March 1997, the Board
          of Directors of the Company approved an amendment to the Pension Plan,
          which  resulted in the freezing of all future  benefits under the plan
          as of May 3, 1997. As a result,  the Company recognized a gain of $3.7
          million,  which had an  after-tax  effect of $2.2  million,  in fiscal
          1998. The curtailment gain is included in selling,  administrative and
          general expenses for the fiscal year ended January 31, 1998.

          The  following  table sets forth the Pension  Plan's  funded status at
        January 29, 2000 and January 30, 1999:
<TABLE>
               <S>                                            <C>                  <C>
                                                                  2000               1999
                                                                  ----               ----
               Change in benefit obligation:
                   Balance at beginning of year               $ 14,858,000         $15,368,000
                   Benefits and expenses paid                     (776,000)         (1,248,000)
                   Service and interest costs                    1,124,000           1,236,000
                   Actuarial gains                                (577,000)           (498,000)
                                                               -----------          ----------
                      Balance at end of year                    14,629,000          14,858,000

               Change in fair value of plan assets:

                   Balance at beginning of year                 23,297,000          19,146,000
                   Actual return on plan assets                    529,000           5,399,000
                   Employer contributions                                -                   -
                   Benefits and expenses paid                     (776,000)         (1,248,000)
                                                               -----------          ----------
                      Balance at end of year                    23,050,000          23,297,000

               Plan assets greater than benefit obligation       8,421,000           8,439,000
               Unrecognized net gain                            (4,887,000)         (5,379,000)
                                                               ------------         ----------
               Prepaid pension cost                           $  3,534,000         $ 3,060,000
                                                               ===========          ==========

</TABLE>
<PAGE>
                         J. BAKER, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements

          In December 1993, the Board of Directors of the Company  established a
          Supplemental  Retirement  plan (the  "Supplemental  Plan") to  provide
          benefits  attributable  to compensation in excess of $160,000 but less
          than  $267,326.  In  December,  1998,  the Board of  Directors  of the
          Company approved an amendment to the Supplemental Plan, which resulted
          in the freezing of all future  benefits  under the Plan as of December
          31, 1998. As a result,  the Company  recognized a curtailment  gain of
          $250,000  which is  included in  selling,  administrative  and general
          expenses  for the fiscal year ended  January 30, 1999.  The  following
          table sets forth the Supplemental  Plan's funded status at January 29,
          2000 and January 30, 1999:
<TABLE>
               <S>                                              <C>                 <C>
                                                                   2000               1999
                                                                   ----               ----
               Change in benefit obligation:
                   Balance at beginning of year                 $  333,000          $  691,000
                   Benefits and expenses paid                       (2,000)             (2,000)
                   Service and interest costs                       23,000             119,000
                   Actuarial gains                                 (68,000)                  -
                   Effect of curtailment                                 -            (475,000)
                                                                 ---------            --------
                      Balance at end of year                       286,000             333,000

               Change in fair value of plan assets:
                   Balance at beginning of year                          -                   -
                   Employer contributions                            2,000               2,000
                   Benefits and expenses paid                       (2,000)             (2,000)
                                                                 ---------            --------
                      Balance at end of year                             -                   -

               Plan assets less than benefit obligation           (286,000)           (333,000)
               Unrecognized net gain                              (188,000)           (126,000)
                                                                 ---------           ---------
               Accrued pension cost                             $ (474,000)         $ (459,000)
                                                                 =========           =========
</TABLE>

          Assumptions  used to develop the Plans'  funded status were a discount
          rate of 7% and an increase in compensation level of 4.5%.

          Plan assets of the Pension  Plan consist  primarily  of common  stock,
          U.S. government obligations, mutual funds and insurance contracts.

          Net pension benefit for the years ended January 29, 2000,  January 30,
          1999 and January 31, 1998 includes the following components:
<TABLE>
          <S>                                             <C>            <C>           <C>
                                                             2000            1999         1998
                                                             ----            ----         ----
          Service cost earned during the year             $   27,000     $   296,000   $   315,000
          Interest cost on projected benefit obligation    1,121,000       1,059,000     1,180,000
          Expected return on plan assets                  (1,606,000)     (1,423,000)   (1,286,000)
          Effect of curtailment                                    -        (250,000)   (3,669,000)
                                                           ---------       ---------    ----------
              Net pension benefit                         $ (458,000)    $  (318,000)  $(3,460,000)
                                                           =========       =========    ==========
</TABLE>

          Assumptions  used to  develop  the net  periodic  pension  cost were a
          discount rate of 7%, expected  long-term return on assets of 9% and an
          increase in compensation levels of 4.5%.

          In January,  1992, the Company  implemented a qualified  401(k) profit
          sharing plan  available  to eligible  full-time  employees.  Under the
          401(k)  plan,  the  Company  matches 50% of the  qualified  employee's
          contribution up to 6% of the employee's  salary. The total cost of the
          matching  contribution  was  $989,000,  $867,000  and $897,000 for the
          years ended  January 29, 2000,  January 30, 1999 and January 31, 1998,
          respectively.

          The  Company  has  established   incentive  bonus  plans  for  certain
          executives and employees.  The bonus  calculations are generally based
          on achievement of certain profit levels,  as defined in the plans. For
          the years  ended  January 29,  2000,  January 30, 1999 and January 31,
          1998, $1.1 million, $180,000 and $70,000,  respectively,  was provided
          under the bonus plans.

          The Company  does not  provide  post-retirement  benefits,  other than
          pensions as defined under SFAS No. 106.
<PAGE>
                         J. BAKER, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements

(7)     Stock Options, Performance Share Awards and Restricted Stock Awards

          The  Company has options  outstanding  under the Amended and  Restated
          1985 Stock Option Plan, the 1992 Directors'  Stock Option Plan and the
          1994 Equity  Incentive Plan (the "Stock Option  Plans").  In addition,
          the Company has granted options which are not part of any Stock Option
          Plan.

          The Amended and  Restated  1985 Stock  Option  Plan  provided  for the
          issuance of incentive and non-qualified  stock options to officers and
          employees  at an option price of not less than 100% of the fair market
          value of a share on the date of grant.  Under this plan,  no shares of
          common  stock are  available  for grant at  January  29,  2000,  as no
          options could be granted thereunder after June, 1995.

          In fiscal  1995,  the Company  established  the 1994 Equity  Incentive
          Plan,  which provides for the issuance of one million shares of common
          stock to officers  and  employees in the form of stock  options  (both
          incentive  options and  non-qualified  options),  grants of restricted
          stock,  grants of performance shares and unrestricted grants of stock.
          Under this plan,  at January 29,  2000,  there are  390,612  shares of
          common stock available for all types of grants.

          Options  granted under the Amended and Restated 1985 Stock Option Plan
          and the 1994 Equity Incentive Plan become  exercisable  either ratably
          over four or more years or upon grant,  at the discretion of the Board
          of Directors, and expire ten years from date of grant.

          The 1992 Directors' Stock Option Plan provides for the automatic grant
          of 2,500  shares  of the  Company's  common  stock  upon a  director's
          initial  election  to the  Board  of  Directors  and at the  close  of
          business on the fifth  business day  following  the  Company's  annual
          meeting of stockholders. Options under the Directors' Plan are granted
          at a price equal to the closing price of the Company's common stock on
          the date of grant.  Options granted under the 1992 Directors' Plan are
          exercisable  in full upon  grant  and  expire  ten years  from date of
          grant.  Under this plan, at January 29, 2000,  there are 60,000 shares
          of common stock available for grants.

          The Company applied APB Opinion No. 25 and related  interpretations in
          accounting   for  its  stock   options.   Accordingly,   $199,219   of
          compensation  cost  has  been  recognized  for  stock  options  in the
          Company's  results  of  operations  in fiscal  2000.  Had the  Company
          recorded a charge for the fair  value of  options  granted  consistent
          with SFAS No. 123,  net  earnings  and net  earnings  per common share
          would  have  decreased  by  $1,827,250  and $0.13 in  fiscal  2000 and
          $1,786,500  and $0.13 in fiscal 1999 and $1,458,000 and $.10 in fiscal
          1998, respectively.

          The fair value of each option  grant is estimated on the date of grant
          using the  Black-Scholes  options  pricing  model,  with the following
          weighted average assumptions used for grants in fiscal 2000, 1999, and
          1998:

                                               2000          1999         1998
                                               ----          ----         ----
               Risk-free interest rate          6.9%          5.2%         5.8%
               Expected option lives         7.7 years     7.7 years   6.8 years
               Expected volatility             70.0%         56.8%        51.5%
               Expected dividend yield          1.0%          1.4%         0.8%

          The effect of applying SFAS No. 123 is not  representative  of the pro
          forma effect on net earnings in future years  because it does not take
          into  consideration pro forma  compensation  expense related to grants
          made prior to fiscal 1996.

<PAGE>
                         J. BAKER, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements

          Data with respect to stock  options for fiscal 2000,  1999 and 1998 is
as follows:
<TABLE>
             <S>                                 <C>         <C>      <C>          <C>      <C>          <C>
                                                         2000                1999                   1998
                                                --------------------  -------------------    -------------------
                                                            Weighted             Weighted               Weighted
                                                             Average              Average                Average
                                                            Exercise             Exercise               Exercise
                                                    Shares     Price     Shares     Price      Shares      Price
                                                    ------     -----     ------     -----      ------      -----

             Outstanding at beginning of year    1,249,840   $  8.23  1,184,923    $ 8.37   1,072,430    $  9.58
             Granted                               381,456      5.33    264,686      7.61     637,500       7.16
             Exercised                              (3,000)     5.03    (23,199)     7.86      (8,500)      5.62
             Canceled                              (62,799)    10.29   (176,570)     6.92    (516,507)     11.13
                                                 ---------            ---------             ---------
             Options outstanding at end of year  1,565,497   $  7.58  1,249,840    $ 8.23   1,184,923    $  8.37
                                                 =========            =========             =========

             Options exercisable at end of year    769,472              585,751               439,801

             Weighted average fair-value of
               options granted during the year       $5.33                $5.06                 $3.78

</TABLE>

          The  following  table  sets  forth  a  summary  of the  stock  options
outstanding at January 29, 2000:
<TABLE>
             <S>            <C>         <C>               <C>               <C>         <C>
                                    Options Outstanding                         Options Exercisable
             --------------------------------------------------------      -----------------------------
                                         Weighted Average
                                            Remaining
                Range of      Number        Years of      Weighted Average    Number    Weighted Average
             Exercise price Outstanding Contractual Life   Exercise Price   Exercisable  Exercise Price
             -------------- ----------- ----------------  ----------------  ----------- ----------------
             $ 1.00-$ 8.63     911,895        7.8             $ 5.57         320,076        $ 6.08
             $ 8.88-$ 9.88     513,102        6.3             $ 9.14         343,021        $ 9.12
             $10.31-$17.00     105,500        6.4             $12.84          71,375        $13.28
             $19.25-$22.38      35,000        4.0             $20.95          35,000        $20.95
                               -------                                       -------

             $1.00- $22.38   1,565,497        7.1             $ 7.58         769,472        $ 8.78
                             =========                                       =======
</TABLE>

          During fiscal 1997 and fiscal 1998,  the Company  granted  Performance
          Share  Awards,  which  entitled  certain  officers  to  shares  of the
          Company's common stock in fiscal 1999 if the price of the common stock
          attained a "Target Price" (the average  closing price of the Company's
          common stock for certain defined  periods)  between $10.00 and $15.00.
          In fiscal 1999,  the Company  granted  21,750  shares of the Company's
          common stock to eligible officers.

          During fiscal 1999, the Company granted  certain  officers stock price
          performance  based  restricted  stock  awards,  pursuant  to which the
          officers purchased, in the aggregate,  100,000 shares of the Company's
          common  stock at a purchase  price of $10.18  per share.  Each of such
          officers  executed a promissory note with the Company as consideration
          for the aggregate  purchase price.  Each note will be ratably forgiven
          over five years provided each of such officers  remain employed by the
          Company   during  such  time.   In  the  event   certain  stock  price
          appreciation  criteria are not met during the performance  period, the
          Company has the right to  repurchase a portion of the shares,  up to a
          maximum of 80% of each officer's shares, as defined in each agreement.
<PAGE>
                         J. BAKER, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements

(8)     Commitments and Contingent Liabilities

        Leases

          The Company leases its retail stores, computers,  vehicles and certain
          of its offices and  warehouse  facilities.  The Company also  operates
          from leased  premises  under license  agreements  generally  requiring
          payment of annual rentals contingent upon sales.

          The Company  remains liable under certain leases and lease  guaranties
          for  premises  previously  leased by the Company for the  operation of
          Parade  of Shoes and  Fayva  footwear  stores  (the  "Excess  Property
          Leases").  The total  liability  under the Excess  Property  Leases is
          approximately  $23.2  million as of January 29, 2000.  The Company has
          reduced its actual liability by assigning or subleasing  substantially
          all of the Excess Property Leases to unaffiliated third parties.

          At January 29, 2000, minimum rental commitments under operating leases
are as follows:
<TABLE>
<CAPTION>
                 Fiscal Year
               ending January             Net minimum rentals          Minimum sub-rentals
               --------------             -------------------          -------------------
                                                             (in thousands)
                   <S>                     <C>                           <C>
                   2001                     $   44,340                    $     893
                   2002                         37,973                          750
                   2003                         31,235                          251
                   2004                         23,072                           22
                   2005                         15,335                            -
                   Thereafter                   20,503                            -
                                               -------                     --------
                                            $  172,458                    $   1,916
                                             =========                     ========
</TABLE>

          Rent expense for the years ended  January 29,  2000,  January 30, 1999
          and January 31, 1998 was as follows:
<TABLE>
<CAPTION>

                                                       2000               1999             1998
                                                       ----               ----             ----
                                                                  (in thousands)

                   <S>                                <C>               <C>               <C>
                   Minimum rentals                    $ 39,068          $ 32,989          $ 32,882
                   Contingent rentals                   49,416            49,821            51,611
                                                       -------           -------           -------
                                                        88,484            82,810            84,493
                   Less sublease rentals                   921               821               556
                                                      --------           -------           -------
                      Net rentals                     $ 87,563          $ 81,989          $ 83,937
                                                       =======           =======           =======
</TABLE>

        Other Commitments and Contingencies

          The Company has  employment  agreements  with  certain of its officers
          under which it is committed to pay an aggregate of approximately  $2.9
          million through May, 2001.

          During fiscal 2000, the Company's Board of Directors adopted executive
          severance agreements, which create certain liabilities in the event of
          termination  of the covered  executives  within three years  following
          either a change of control of the  Company or  termination  of certain
          key executives of the Company.  The aggregate  commitment amount under
          these executive severance agreements, should all six covered employees
          be terminated, is approximately $1.9 million.

          At January 29, 2000 and January 30, 1999, the Company was contingently
          liable under letters of credit totaling $3.0 million and $4.4 million,
          respectively.  These letters of credit,  which have terms ranging from
          one month to one year, are used primarily to collateralize obligations
          to third parties for the purchase of the Company's inventory. The fair
          value of these  letters of credit is  estimated  to be the same as the
          contract  values  based on the  nature  of fee  arrangements  with the
          issuing banks. No material loss is anticipated due to  non-performance
          by counterparties to these arrangements.
<PAGE>
                         J. BAKER, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements

(9)     Stockholders' Equity

          The Board of Directors of the Company is  authorized by vote or votes,
          from time to time  adopted,  to provide for the  issuance of Preferred
          Stock in one or more  series and to fix and state the  voting  powers,
          designations,  preferences  and  relative  participating,  optional or
          other   special   rights  of  the  shares  of  each   series  and  the
          qualifications, limitations and restrictions thereof.

          On December  15, 1994,  the  Company's  Board of  Directors  adopted a
          Shareholder  Rights  Agreement  (the "Rights  Agreement")  designed to
          enhance the Company's ability to protect shareholder  interests and to
          ensure  shareholders  receive  fair  treatment in the event any future
          coercive  takeover  attempt of the  Company is made.  Pursuant  to the
          Rights  Agreement,   the  Board  of  Directors   declared  a  dividend
          distribution  of one preferred  stock purchase right (the "Right") for
          each  outstanding  share of the Company's common stock to shareholders
          of record as of the close of business  on January 6, 1995.  Each right
          entitles the holder to purchase from the Company a unit  consisting of
          one  ten  thousandth   (1/10,000)  of  a  share  of  Series  A  Junior
          Participating  Cumulative  Preferred Stock, par value $1.00 per share,
          at a cash exercise price of $70 per unit, subject to adjustment,  upon
          the occurrence of certain events as set forth in the Rights Agreement.
          These events include the earliest to occur of: (i) the  acquisition of
          15% or more of the Company's outstanding common stock by any person or
          group;  (ii) the commencement of a tender or exchange offer that would
          result  upon its  consummation  in a person  or a group  becoming  the
          beneficial  owner of 15% or more of the Company's  outstanding  common
          stock; or (iii) the  determination  by the Board of Directors that any
          person is an "Adverse Person", as defined in the Rights Agreement. The
          Rights are not exercisable until or following the occurrence of one of
          the  above  events  and  will  expire  on  December  14,  2004  unless
          previously  redeemed or exchanged  by the Company,  as provided in the
          Rights Agreement.

 (10)   Restructuring and Other Non-Recurring Charges

          In  the  year  ended  January  30,  1999,   the  Company   recorded  a
          non-recurring charge of $3.6 million ($2.3 million, or $0.17 per share
          on an after-tax  basis),  related to the January,  1999 acquisition of
          Hills  Stores  Company  ("Hills")  by  Ames  Department  Stores,  Inc.
          ("Ames"),  both of which  are  footwear  department  licensors  of the
          Company.  This charge, which was included in cost of sales,  reflected
          the estimated  costs  associated with the liquidation of the Company's
          inventory  in all  155  Hills  stores  prior  to 151 of  these  stores
          remodeling  and  reopening  as Ames  stores.  Upon  completion  of the
          remodeling  and  conversion  process,  the last  phase  of  which  was
          completed  in  September,  1999,  151 of the former  Hills stores were
          incorporated  into the Company's  license  agreement  with Ames on the
          same terms and conditions as presently exist.

          During  fiscal  years  1998 and 1997,  the  Company  restructured  its
          footwear  operations (the "Footwear  Restructuring") in order to focus
          its efforts on the  management,  development  and growth of its Casual
          Male Big & Tall and Work 'n Gear  apparel  businesses.  In  connection
          with the Footwear Restructuring,  in March, 1997 the Company completed
          the sales of its SCOA and Parade of Shoes  businesses.  The  Company's
          remaining restructuring reserve at fiscal 2000 and fiscal 1999 relates
          primarily to lease termination, severance and other costs.

          A summary of the restructuring activity is presented below:

                                                        2000           1999
                                                        ----           ----
          Balance, beginning of year                 $1,358,000    $  5,578,000

          Inventory liquidation, lease termination,
            severance and other costs                  (575,000)     (4,220,000)
                                                       --------      ----------

          Balance, end of year                       $  783,000    $  1,358,000
                                                      =========     ===========


<PAGE>


                         J. BAKER, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements

        Sale of Shoe Corporation of America Division

          On March 5, 1997,  the  Company  sold its SCOA  division  to an entity
          formed by CHB Capital Partners of Denver,  Colorado, along with Dennis
          B.  Tishkoff,   President  of  SCOA,  and  certain   members  of  SCOA
          management.  The transaction involved the transfer to the buyer of the
          division's inventory, fixed assets,  intellectual property and license
          agreements  for the various  department  and  specialty  store  chains
          serviced by SCOA,  as well as the  assumption  by the buyer of certain
          liabilities of the SCOA division. In connection with the sale of SCOA,
          the Company paid a total of $3.0  million to former SCOA  stockholders
          in order to satisfy a contractual contingent payment obligation, based
          on earnings, owed to such former SCOA stockholders.  Net cash proceeds
          received  from the  sale,  reduced  by the  amount  of the  contingent
          payment,   a  $1.4  million   one-year   escrow  account  balance  and
          transaction  expenses of $1.3  million,  totaled  approximately  $40.0
          million. See Note 17 to the Consolidated Financial Statements.

        Sale of Parade of Shoes Division

          On March 10, 1997,  the Company  sold its Parade of Shoes  division to
          Payless ShoeSource,  Inc.  ("Payless").  The transaction  involved the
          transfer  to  Payless  of  the  division's  inventory,  fixed  assets,
          intellectual  property and leases on the 186 then remaining  Parade of
          Shoes stores.  Net cash proceeds  from the  transaction,  reduced by a
          $2.7 million two-year escrow account balance and the retained accounts
          payable of the division, were approximately $20.0 million. The Company
          remains contingently liable under certain of the Parade of Shoes store
          leases assigned to Payless.  By March,  2000, the Company had received
          all of the escrow proceeds.

        Settlement of Litigation

          On  September  17,  1997,  the Company  settled a patent  infringement
          lawsuit  brought  against it and its Morse Shoe,  Inc.  subsidiary  by
          Susan Maxwell.  Pursuant to the settlement agreement,  both cases were
          dismissed  with  prejudice  with no  admissions  of liability  and the
          parties  executed a mutual  release of all claims.  Under the terms of
          the settlement,  the Company agreed to make payments to Ms. Maxwell of
          $4.1 million,  in the aggregate,  over a three-year  period. The final
          payment under the settlement was made in January,  2000. In connection
          with the  settlement,  the  Company  recorded  a  one-time  charge  to
          earnings in fiscal 1998 of $3.4 million  ($2.1 million on an after-tax
          basis) during the third quarter of fiscal 1998 reflecting costs of the
          settlement not previously accrued for.

 (11)   Bankruptcy Filings of Licensors

         On June  23,  1995,  Bradlees  Stores,  Inc.  ("Bradlees"),  a  company
         operating  stores  in which  the  Company  operates  licensed  footwear
         departments, filed for protection under Chapter 11 of the United States
         Bankruptcy Code. At the time of the bankruptcy  filing, the Company had
         outstanding  accounts receivable of approximately $1.8 million due from
         Bradlees.  On  April  13,  1998,  Bradlees  filed  its  Joint  Plan  of
         Reorganization  and  Disclosure  Statement (the "Plan") with the United
         States  Bankruptcy Court for the Southern  District of New York, which,
         as  amended,  was  confirmed  on  November  18,  1998.  The Plan became
         effective on February 2, 1999 (the  "Effective  Date"),  the  Company's
         license  agreement  with  Bradlees  was  amended  and  assumed  and the
         reorganized  Bradlees emerged from bankruptcy.  Pursuant to the amended
         agreement,  ten days after the  Effective  Date,  Bradlees  made a cash
         distribution  to the Company in the amount of $360,000 and began paying
         the balance of the Company's  pre-petition  claim in  thirty-six  equal
         monthly installments commencing on March 1, 1999, with interest on such
         outstanding  balance  commencing with the seventh monthly  payment.  As
         provided in the amended  licensed  agreement,  upon the  occurrence  of
         certain events,  the entire unpaid balance of the Company's claim shall
         be paid  within 30 days  after  such  occurrence,  without  penalty  or
         interest.  The  Company's  sales in the Bradlees  chain for fiscal year
         2000 were $47.7 million.

          On  October  18,  1995,  Jamesway  Corporation  ("Jamesway"),  then  a
          licensor of the Company,  filed for protection under Chapter 11 of the
          United States Bankruptcy Code. Subsequently, Jamesway ceased operation
          of its business in all of its 90 stores. At the time of the bankruptcy
          filing,   the  Company  had   outstanding   accounts   receivable   of
          approximately $1.4 million due from Jamesway.  Because Jamesway ceased
          operation of its business,  the Company filed a claim for damages,  as
          its contract  with  Jamesway was  rejected.  The Company  negotiated a
          settlement  of the  amount  of its  claim  with  Jamesway,  which  was
          approved by the Bankruptcy Court. The Jamesway plan of liquidation was
          confirmed  on June 6, 1997 and  during  the  second  quarter of fiscal
          1998,
<PAGE>
                         J. BAKER, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements

          the Company  received a partial  distribution of the amount owed to it
          under the settlement. In August, 1997, the Company assigned its rights
          to any  further  distributions  from  Jamesway  to a third  party  and
          received,  in consideration  therefor, an additional percentage of the
          amount  owed to the  Company  under the  settlement  of its claim with
          Jamesway.

          On April 26, 1990, Ames Department Stores,  Inc., and related entities
          ("Ames"),  a significant  licensor of the Company (see Note 12), filed
          for protection under Chapter 11 of the United States  Bankruptcy Code.
          Pursuant  to Ames' Plan of  Reorganization,  the  Company  settled its
          $13.7  million  pre-petition  claim with Ames and in return,  received
          $5.0  million  in cash and a  promissory  note  issued  by Ames in the
          amount of $8.7 million bearing  interest at the rate of 6.0% per annum
          and having a final  maturity on December 1, 1997.  During fiscal 1998,
          the  Company  received   payments  totaling  $2.9  million  from  Ames
          representing  the outstanding  balance of the Ames promissory note and
          discharged  a  mortgage  lien and  security  interest  in  Ames'  real
          property and buildings located in Rocky Hill, Connecticut.

 (12)   Principal Licensor

          Sales in licensed footwear departments operated under the Ames license
          agreement  accounted  for 21.0%,  16.3% and 15.4% of the Company's net
          sales in the years  ended  January  29,  2000,  January  30,  1999 and
          January 31, 1998, respectively.


<PAGE>


                        J. BAKER, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements

 (13)   Segment Information

          The  Company is a specialty  retailer  conducting  business  primarily
          through two business  segments:  apparel and  footwear.  The Company's
          chief operating decision maker, the Chief Executive Officer, evaluates
          the  performance of the Company's  segments based on operating  profit
          and cash flow.  Operating  profit  includes  all  revenues  and direct
          expenses  attributable to the segment,  and excludes  certain expenses
          that are managed  outside the  segment,  primarily  general  corporate
          expenses.  General  corporate  expenses  are  comprised  primarily  of
          administrative  functions  such as  management,  finance,  information
          systems and human  resources.  Corporate  assets include the Company's
          headquarters facility,  distribution center and management information
          systems.  Information  about  operations for each business  segment is
          summarized as follows:
<TABLE>
<CAPTION>

                                                                   Year Ended
                                            January 29, 2000  January 30, 1999     January 31, 1998
                                            ----------------  ----------------     ----------------
                                                             ($ in thousands)
         <S>                                      <C>               <C>                  <C>
         Apparel

               Net sales                          $411,107          $324,336             $309,500
               Operating profit                     39,966            26,459               24,185
               Identifiable assets                 180,730           135,781              132,335
               Depreciation and amortization         8,994             7,861                6,747
               Additions to property, equipment
                   and leasehold improvements       10,770             7,845                6,660
          Footwear

               Net sales                          $254,349          $259,940             $282,651
               Litigation settlement charges             -                 -               (3,432)
               Operating profit                     12,283            12,140               14,367
               Identifiable assets                 108,941           100,071              112,935
               Depreciation and amortization         4,468             4,054                4,715
               Additions to property, equipment
                   and leasehold improvements        3,147               304                  718
          Consolidated

               Net sales                          $665,456          $584,276             $592,151
               Litigation settlement charges             -                 -               (3,432)
               Operating profit before general
                   corporate expense                52,249            38,599               38,552
               General corporate expense           (22,130)          (20,889)             (18,913)
               Interest expense, net               (16,877)          (14,532)             (13,388)

          Earnings before income taxes            $ 13,242          $  3,178             $  6,251



          Identifiable assets                     $289,671          $235,852             $245,270
          Corporate assets                          86,956            88,183               89,797
                                                   -------          --------             --------

               Total assets                       $376,627          $324,035             $335,067

          Segment depreciation and amortization   $ 13,462          $ 11,915             $ 11,462
          Corporate depreciation and amortization    4,175             3,853                3,641
                                                    ------           -------              -------
          Total depreciation and amortization     $ 17,637          $ 15,768             $ 15,103

          Segment additions to property, equip-
              ment and leasehold improvements     $ 13,917          $  8,149             $  7,378
          Corporate additions to property, equip-
              ment and leasehold improvements        2,977             1,793                1,432
                                                    ------            ------               ------
          Total additions to property, equipment
              and leasehold improvements          $ 16,894          $  9,942             $  8,810
</TABLE>

<PAGE>


                         J. BAKER, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements

(14)    Selected Quarterly Financial Data (Unaudited)
<TABLE>
<CAPTION>

                                              First       Second     Third     Fourth
                                             Quarter     Quarter    Quarter   Quarter       Total
                                             -------     -------    -------   -------       -----
                                               (In thousands, except per share data)
        <S>                                 <C>        <C>        <C>        <C>          <C>
        Year ended January 29, 2000
            Net sales                       $  129,193 $  169,248 $ 158,804  $ 208,211    $  665,456
            Gross profit                        60,220     77,300    75,517     92,436       305,473
            Net earnings                    $      980 $    3,374 $   1,429  $   3,090    $    8,873
                                             =========   ========  ========   ========     =========
            Earnings per common share:
                Basic                       $     0.07 $     0.24 $    0.10  $    0.22    $     0.63
                                             =========  =========  ========   ========     =========
                Diluted                     $     0.07 $     0.23 $    0.10  $    0.22    $     0.62
                                             =========  =========  ========   ========     =========

        Year ended January 30, 1999
            Net sales                       $  126,637 $  146,496 $ 138,257  $ 172,886    $  584,276
            Gross profit                        58,324     66,798    62,220     72,574       259,916
            Net earnings (loss)             $      516 $    2,594 $     737  $ (1,814)    $    2,033
                                             =========   ========  ========    ======       ========
            Earnings (loss) per common share:
                Basic                       $     0.04 $     0.19 $    0.05  $   (0.13)   $     0.15
                                             =========  =========  ========   ========     =========
                Diluted                     $     0.04 $     0.18 $    0.05  $   (0.13)   $     0.14
                                             =========  =========  ========   ========     =========
</TABLE>

 (15)   Advertising Costs

        The Company  expenses  in-store  advertising  costs as incurred.  Direct
        response  advertising  costs,  which consist of catalog  production  and
        postage  costs,  are deferred and amortized  over the period of expected
        direct  marketing  revenue,  which is less  than one  year.  Advertising
        expense was approximately $15.8 million, $10.8 million and $11.7 million
        for the years ended  January 29, 2000,  January 30, 1999 and January 31,
        1998, respectively.

(16)    Supplemental Schedules to Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>

                                                         2000             1999            1998
                                                         ----             ----            ----
          <S>                                        <C>              <C>              <C>
          Cash paid for:
              Interest                               $ 16,141,233     $ 14,190,926     $13,545,337
              Income taxes                              2,235,758          438,299         272,104
                                                      ===========      ===========      ==========

          Schedule of non-cash financing activity:

          Warrants issued with senior
             subordinated debt                        $ 3,300,000     $          -     $         -
                                                       ==========      ===========      ==========
</TABLE>

(17)    Subsequent Event

        On February 11, 2000, the Company  entered into an agreement to purchase
        the  ongoing  assets of Shoe  Corporation  of America  ("SCOA")  and, on
        February 29, 2000, the transaction was  consummated.  The purchase price
        paid  by  the  Company  to  acquire  the  ongoing  assets  of  SCOA  was
        approximately  $14  million.  As part of this  acquisition,  the Company
        acquired the rights to operate 204  licensed  footwear  departments  for
        moderate department and specialty store chains nationwide.  In addition,
        pursuant  to the  terms of the  acquisition  agreement,  SCOA  agreed to
        provide the  Company  with  certain  transition  services  for up to six
        months following the closing.  The Company financed the SCOA acquisition
        with cash and borrowings available under its revolving credit agreement.


<PAGE>


Item 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

   None.

                                    PART III

Item 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

    The  information  appearing  in  the  Proxy  Statement  under  the  captions
"ELECTION OF DIRECTORS",  "Information About Board of Directors and Committees",
"Report of the  Compensation  Committee  of the Board of  Directors on Executive
Compensation",   "Executive   Compensation"   and   "Employment   and  Severance
Arrangements" is incorporated herein by this reference.

Item 11.  EXECUTIVE COMPENSATION

    The  information   appearing  in  the  Proxy  Statement  under  the  caption
"Executive Compensation", "Employment and Severance Arrangements",  "Information
About  Board of  Directors  and  Committees"  and  "Report  of the  Compensation
Committee of the Board of Directors on Executive  Compensation"  is incorporated
herein by this reference.

Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

    The information appearing in the Proxy Statement under the caption "SECURITY
OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT"  and  SECTION  16(a)
"BENEFICIAL  OWNERSHIP  REPORTING  COMPLIANCE"  is  incorporated  herein by this
reference.

Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

    The information  appearing in the Proxy Statement under the caption "Certain
Relationships  and  Related   Transactions"  is  incorporated   herein  by  this
reference.

                                     PART IV

Item 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
<TABLE>
<S>     <C>

(a)     Financial Statements.  The following documents are filed as part of this report:
        --------------------

        1,2. The financial statements, notes thereto, and independent auditors' report listed in the Index
             to Consolidated Financial Statements set forth in Item 8.

          3. Exhibits.   The  Exhibits  listed  in  the  Exhibit  Index.   Exhibits  10.12  through  10.45
             constitute all the management contracts and compensation  plans and arrangements of the Company
             required to be filed as exhibits to this Annual Report.

(b)     Reports on Form 8-K.  None.
        -------------------

</TABLE>


<PAGE>


                                   SIGNATURES

    Pursuant  to the  requirements  of  Section  13 or 15(d)  of the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                                             J. Baker, Inc.
                                                              (Registrant)

By/s/Sherman N. Baker                          By/s/Alan I. Weinstein
  ------------------------------------           -------------------------
     Sherman N. Baker                               Alan I. Weinstein
     Chairman of the Board                          President and
                                                    Chief Executive Officer

By/s/Elizabeth C. White
  ------------------------------------
     Elizabeth C. White
     First Senior Vice President
     and Principal Financial Officer

April 19, 2000


    Pursuant to the  requirements  of the Securities  Exchange Act of 1934, this
report has been signed by the following  persons on behalf of the registrant and
in the capacities and on the dates indicated:

/s/Sherman N. Baker                    /s/J.Christopher Clifford
---------------------------            ------------------------------
Sherman N. Baker, Director             J. Christopher Clifford, Director


/s/Douglas Kahn                        /s/Harold Leppo
---------------------------            ------------------------------
Douglas Kahn, Director                 Harold Leppo, Director


/s/David Pulver                        /s/Theodore M. Ronick
---------------------------            ------------------------------
David Pulver, Director                 Theodore M. Ronick, Director


/s/Melvin M. Rosenblatt                /s/Nancy Ryan
---------------------------            ------------------------------
Melvin M. Rosenblatt, Director         Nancy Ryan, Director


/s/Alan I. Weinstein                   /s/Stuart M. Glasser
---------------------------            ------------------------------
Alan I. Weinstein, Director            Stuart M. Glasser, Director


All as of April 19,  2000


<PAGE>


                                    EXHIBITS

                                   Filed with

                           Annual Report on Form 10-K

                                       of

                                 J. BAKER, INC.

                               555 Turnpike Street

                                Canton, MA 02021

                       For the Year Ended January 29, 2000


<PAGE>


                                  EXHIBIT INDEX
<TABLE>

<S>                                                                                       <C>
Exhibit                                                                                   Page No.
-------                                                                                   --------

3.  Articles of Organization and By-Laws

    (.01) Amended and Restated Articles of Organization of the Company,                      *
          as filed with the Secretary of the Commonwealth of Massachusetts
          on September 26, 1990 (filed as Exhibit 3.01 to the Company's
          Report on Form 10-K for the year ended February 2, 1991).

    (.02) By-Laws of the Company, as amended by the Board of Directors                       *
          on September 11, 1990 (filed as Exhibit 19.01 to the Company's
          Report on Form 10-Q for the quarter ended November 3, 1990).


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

    (.01) Indenture dated as of January 15, 1992 by and between Morse Shoe,                  *
          Inc. and State Street Bank and Trust Company as Trustee with
          respect to Convertible Subordinated Debentures due 2002 (filed as
          Exhibit 4.12 to the Company's Report on Form 10-K for the year ended
          January 30, 1993).

    (.02) First Supplemental Indenture dated as of January 30, 1993 to                       *
          the Indenture dated January 15, 1992 under which Convertible
          Subordinated Debentures Due 2002 were issued by Morse Shoe, Inc.
          (filed as Exhibit 4.01 to the Company's Report on Form 10-Q for the
          quarter ended May 1, 1993).

    (.03) Indenture dated as of June 12, 1992 by and between J. Baker, Inc.                  *
          and State Street Bank and Trust Company as Trustee with respect to
          7% Convertible Subordinated Notes due 2002 (filed as Exhibit
          4.08 to the Company's Report on Form 10-Q for the quarter ended
          August 1, 1992).

    (.04) Shareholder Rights Agreement between J. Baker, Inc. and Fleet                      *
          National Bank of Massachusetts, dated as of December 15, 1994
          (filed as Exhibit 4.01 to the Company's Report on Form 8-K dated
          December 15, 1994).

    (.05) Securities Purchase Agreement by and among J. Baker, Inc.,                         *
          JBI, Inc, and JBI Apparel, Inc. as Guarantor, and DLJ Fund
          Investment Partners II, L.P. and others (the "Investor Group"),
          as Purchasers, dated as of May 19, 1999 (filed as Exhibit 4.01 to the
          Company's Report on Form 10-Q for the quarter ended May 1, 1999).

    (.06) Form of 13% Senior Subordinated Note dated as of May 21, 1999 (filed               *
          as Exhibit 4.02 to the Company's Report on Form 10-Q for the quarter
          ended May 1, 1999).

    (.07) Form of Warrant,  dated as of May 21,  1999 (filed as Exhibit  4.03 to             *
          the Company's Report on Form 10-Q for the  quarter ended May 1, 1999).

*   Incorporated herein by reference
**  Included herein
<PAGE>
Exhibit                                                                               Page No.
-------                                                                               --------

    (.08) Guaranty by JBI, Inc. in favor of the Investor Group,                              *
          dated as of May 21, 1999 (filed as Exhibit 4.04 to the
          Company's Report on Form 10-Q for the quarter ended May 1, 1999).

    (.09) Registration Rights Agreement by and among J. Baker, Inc.,                         *
          JBI, Inc. and JBI Apparel, Inc. and the Investor Group, dated as of
          May 21, 1999 (filed as Exhibit 4.05 to the Company's Report on
          Form 10-Q for the quarter ended May 1, 1999).

10. Material Contracts

    (.01) Asset Purchase Agreement dated as of January 13, 1997 by and between               *
          Payless ShoeSource, Inc., JBI, Inc. and J. Baker, Inc. (filed as
          Exhibit 2.2 to the Company's Report on Form 8-K dated March 20, 1997).

    (.02) Asset Purchase Agreement by and among J. Baker, Inc. as Purchaser                  *
          and Edison Brothers, Stores, Inc., Edison Brothers Apparel Stores, Inc.
          and Repp Ltd. Big & Tall as Sellers, dated as of April 30, 1999 (filed as
          Exhibit 10.01 to the Company's Report on Form 10-Q for the quarter
          ended May 1, 1999).

    (.03) License Agreement between Ames Department Stores, Inc., et al and                  *
          JBI Holding Company, Inc. (filed as Exhibit 10.01 to the Company's
          Report on Form 10-K for the year ended January 30, 1988).

    (.04) Agreement between JBI Holding Company, Inc. and JBI, Inc. re:                      *
          Assignment  of Ames License  Agreement  (filed as Exhibit 10.02 to the
          Company's Report on Form 10-K for the year ended January 30, 1988).

    (.05) Amendment No. 1 dated April 29, 1989 to Agreement between Ames                     *
          Department Stores, Inc. and JBI Holding Company, Inc. (filed as
          Exhibit 10.04 to the Company's Report on Form 10-Q for the quarter
          ended April 29, 1989).

    (.06) Amendment No. 2 dated December 18, 1992, to Agreement between                      *
          Ames Department Stores, Inc. and JBI Holding Company, Inc. (filed
          as Exhibit 10.04 to the Company's Report on Form 10-K for the year
          ended January 30, 1993).

    (.07) Guaranty and Indemnity Agreement dated April 28, 1989 between J.                   *
          Baker, Inc. and Ames Department Stores, Inc. (filed as Exhibit
          10.05 to the Company's Report on Form 10-Q for the quarter ended
          April 29, 1989).

    (.08) 1999 Loan and Security Agreement by and among J. Baker, Inc.                       *
          (as Borrower's representative), Morse Shoe, Inc., JBI, Inc., JBI
          Apparel, Inc., The Casual Male, Inc., WGS Corp. and TCMB&T, Inc.
          and BankBoston Retail Finance Inc., et.al. and Back Bay Capital
          Funding LLC, dated August 30, 1999 (filed as Exhibit 10.01 to the
          Company's Report on Form 10-Q for the quarter ended July 31, 1999).


*   Incorporated herein by reference
**  Included herein
<PAGE>
Exhibit                                                                               Page No.
-------                                                                               --------

    (.09) Chattel Promissory Note made by Morse Shoe, Inc., JBI, Inc., The                   *
          Casual Male, Inc., WGS Corp. and TCMB&T, Inc. in favor of
          BancBoston Leasing Inc. dated August 26, 1999 (filed as Exhibit 10.02 to the
          Company's Report on Form 10-Q for the quarter ended July 31, 1999).

    (.10) Master Security Agreement by Morse Shoe, Inc., JBI, Inc., The Casual               *
          Male, Inc., WGS Corp. and TCMB&T, Inc. in favor of BancBoston Leasing, Inc.
          dated August 26, 1999  (filed as Exhibit 10.03 to the Company's Report on
          Form 10-Q for the quarter ended July 31, 1999).

    (.11) Security Agreement by Morse Shoe, Inc., JBI, Inc., The Casual                      *
          Male, Inc., WGS Corp. and TCMB&T, Inc. in favor of BancBoston Leasing, Inc.
          dated August 26, 1999  (filed as Exhibit 10.04 to the Company's Report on
          Form 10-Q for the quarter ended July 31, 1999).

    (.12) Executive Employment Agreement dated March 25, 1993 between Sherman N.             *
          Baker and J. Baker, Inc. (filed as Exhibit 10.01 to the Company's Report
          on Form 10-Q for the quarter ended July 31, 1993).

    (.13) Amendment to Executive Employment Agreement between J. Baker, Inc. and             *
          Sherman N. Baker, dated March 31, 1995 (filed as Exhibit 4.10 to the
          Company's Report on Form 10-K for the year ended January  28, 1995).

    (.14) Amendment to Executive Employment Agreement between J. Baker, Inc. and             *
          Sherman N. Baker, dated March 31, 1996 (filed as Exhibit 10.09 to the
          Company's Report on Form 10-K for the year ended February 3, 1996).

    (.15) Third Amendment to Executive Employment Agreement between J. Baker, Inc.           *
          and Sherman N. Baker dated March 31, 1997 (filed as Exhibit 10.10 to
          the Company's Report on Form 10-K for the year ended February 1, 1997).

    (.16) Fourth Amendment to Executive Employment Agreement between J. Baker, Inc.          *
          and Sherman N. Baker dated March 31, 1998 (filed as Exhibit 10.01 to
          the Company's Report on Form 10-Q for the quarter ended October 31, 1998).

    (.17) Fifth Amendment to Executive Employment Agreement between J. Baker, Inc.           *
          and Sherman N. Baker dated April 10, 1999 (filed as Exhibit 10.21 to the
          Company's Report on Form 10-K for the year ended January 30, 1999).

    (.18) Sixth Amendment to Executive Employment Agreement between J. Baker, Inc.          **
          and Sherman N. Baker dated April 19, 2000, attached.

    (.19) Executive Employment Agreement between J. Baker, Inc. and Alan I.                  *
          Weinstein dated April 1, 1997 (filed as Exhibit 10.17 to the Company's
          Report on Form 10-K for the year ended February 1, 1997).

    (.20) Amendment to Executive Employment Agreement between J. Baker, Inc.                 *
          and Alan I. Weinstein, dated September 1,1997 (filed as Exhibit 10.06 to
          the Company's Report on Form 10-Q for the quarter ended November 1, 1997).


*   Incorporated herein by reference
**  Included herein
<PAGE>
Exhibit                                                                               Page No.
-------                                                                               --------

    (.21) Second Amendment to Executive Employment Agreement between J. Baker,               *
          Inc. and Alan I. Weinstein, dated March 31, 1998 (filed as Exhibit 10.02 to
          the Company's Report on Form 10-Q for the quarter ended May 2, 1998).

    (.22) Restricted Stock Award Agreement between Alan I. Weinstein and J. Baker,           *
          Inc., dated July 8, 1998 (filed as Exhibit 10.01 to the Company's Report
          on Form 10-Q for the quarter ended August 1, 1998).

    (.23) Forgivable Promissory Note made by Alan I. Weinstein in favor of J. Baker          *
          Inc., dated July 8, 1998, issued in connection with Restricted Stock
          Award (filed as Exhibit 10.02 to the Company's Report on Form 10-Q
          for the quarter ended August 1, 1998).

    (.24) Third Amendment to Executive Employment Agreement between J. Baker,                *
          Inc. and Alan I. Weinstein, dated April 10, 1999 (filed as Exhibit 10.27
          the Company's Report on Form 10-K for the year ended January 30, 1999).

    (.25) Fourth Amendment to Executive Employment Agreement between J. Baker,              **
          Inc. and Alan I. Weinstein, dated March 14, 2000, attached.

    (.26) Executive Employment Agreement between J. Baker, Inc. and Philip G.                *
          Rosenberg, dated April 1, 1997 (filed as Exhibit 10.55 to the Company's
          Report on Form 10-K for the year ended February 1, 1997).

    (.27) First Amendment to Executive Employment Agreement between J. Baker,                *
          Inc. and Philip G. Rosenberg, dated April 10, 1998 (filed as Exhibit 10.29
          to the Company's Report on Form 10-K for the year ended January 31, 1998).

    (.28) Second Amendment to Executive Employment Agreement between J. Baker,               *
          Inc. and Philip G. Rosenberg, dated April 16, 1999 (filed as Exhibit 10.33
          to the Company's Report on Form 10-K for the year ended January 30, 1999).

    (.29) Executive Employment Agreement between J. Baker, Inc. and Stuart M.                *
          Glasser, dated September 15, 1997 (filed as Exhibit 10.04 to the Company's
          Report on Form 10-Q for the quarter ended November 1, 1997).

    (.30) Restricted Stock Award Agreement between Stuart M. Glasser and J. Baker,           *
          Inc., dated July 8, 1998 (filed as Exhibit 10.03 to the Company's Report on
          Form 10-Q for the quarter ended August 1, 1998).

    (.31) Forgivable Promissory Note made by Stuart M. Glasser in favor of J. Baker          *
          Inc., dated July 8, 1998, issued in connection with Restricted Stock
          Award (filed as Exhibit 10.04 to the Company's Report on Form 10-Q
          for the quarter ended August 1, 1998).

    (.32) Amendment to Executive Employment Agreement between J. Baker, Inc. and            **
          Stuart M. Glasser dated December 27, 1999, attached.

    (.33) Second Amendment to Executive Employment Agreement between J. Baker, Inc.         **
          and Stuart M. Glasser dated April 17, 2000 attached.


*   Incorporated herein by reference
**  Included herein
<PAGE>
Exhibit                                                                               Page No.
-------                                                                               --------

    (.34) Executive Employment Agreement between J. Baker, Inc. and Michael J.               *
          Fine, dated September 9, 1998 (filed as Exhibit 10.01 to the Company's
          Report on Form 10-Q for the quarter ended October 31, 1998).

    (.35) First Amendment to Executive Employment Agreement between J. Baker,                *
          Inc. and Michael J. Fine, dated April 12, 1999 (filed as Exhibit 10.38 to
          the Company's Report on Form 10-K for the year ended January 30, 1999).

    (.36) Second Amendment to Executive Employment Agreement between J. Baker,              **
          Inc. and Michael J. Fine, dated April 4, 2000, attached.

    (.37) Forgivable Promissory Note made by Thomas J. Konecki in favor of J.               **
          Baker, Inc. dated January 27, 1998, attached.

    (.38) Executive Employment Agreement between J. Baker, Inc. and Thomas J.               **
          Konecki, dated January 19, 1999, attached.

    (.39) Amendment to Executive Employment Agreement between J. Baker, Inc.                **
          and Thomas J. Konecki, dated December 27, 1999, attached.

    (.40) Second Amendment to Executive Employment Agreement between J.                     **
          Baker, Inc. and Thomas J. Konecki, dated April 4, 2000, attached.

    (.41) Promissory Note made by Thomas J. Konecki in favor of J. Baker,                   **
          Inc. dated January 25, 2000, attached.

    (.42) Change of Control Severance Compensation Agreement between J. Baker,              **
          Inc. and Elizabeth C. White, dated December 28, 1999, attached.

    (.43) J. Baker, Inc. Amended and Restated 1985 Stock Option Plan (filed                  *
          as Exhibit 19.02 to the Company's Report on Form 10-Q for the quarter
          ended August 1, 1992).

    (.44) J. Baker, Inc. 1994 Equity Incentive Plan dated March 29, 1994                     *
          (filed as Exhibit 10.23 to the Company's Report on Form 10-K
          for the year ended January 29, 1994).

    (.45) J. Baker, Inc. 1992 Directors Stock Option Plan dated April 13, 1992               *
           (filed as Exhibit 19.03 to the Company's Report on Form 10-Q
          for the quarter ended August 1, 1992).

    (.46) Mortgage and Security Agreement by JBAK Canton Realty, Inc. to                     *
          The Chase Manhattan Bank dated as of December 30, 1996 (filed as
          Exhibit 10.69 to the Company's Report on Form 10-K for the year
          ended February 1, 1997).

11.       Statement re:  Computation of Net Earnings Per Common                             **
          -----------------------------------------------------
          Share, attached.
          -----

12.       Statement re:  Computation of Ratio of Earnings to Fixed Charges,                 **
          ----------------------------------------------------------------
          attached.

21.       Subsidiaries of the Registrant, attached.                                         **
          ------------------------------

23.       Consent of KPMG LLP, attached.                                                    **
          -------------------

27.       Financial Data Schedule, attached.                                                **
          -----------------------
</TABLE>

*    Incorporated herein by reference
**   Included herein