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                                                                   EXHIBIT 99(e)

                      AMENDMENT TO TAX SHARING AGREEMENT

     This Amendment to Tax Sharing Agreement is dated as of February 21, 1996,
by and among INTERCO INCORPORATED, a Delaware Corporation ("Interco"), and
Converse Inc., a Delaware corporation ("Converse") and the Converse
Subsidiaries. Defined terms used in this Agreement but not herein defined shall
have the same meanings set forth in the Tax Sharing Agreement dated as of
November 17, 1994 by and among Interco, Converse and the Converse Subsidiaries
(the "Tax Sharing Agreement").

     WHEREAS, Interco, Converse and the Converse Subsidiaries are parties to the
Tax Sharing Agreement;

     WHEREAS, Section 12 of the Tax Sharing Agreement provides that it may be
amended in a writing signed by Interco and Converse;

     WHEREAS, pursuant to the Tax Sharing Agreement, the consent of both Interco
and Converse is required to carryback any Post-Distribution Tax Asset to Pre-
Distribution Periods;

     WHEREAS, Interco will not receive any economic benefit from a Converse
Post-Distribution Tax Asset unless Converse forgoes its ability to carry the Tax
Asset forward and instead carries it back to Pre-Distribution Periods;

     WHEREAS, Converse cannot determine with certainty what benefit, if any, it
might receive if it carries the Tax Asset forward and it desires to obtain an
immediate economic benefit from the Tax Asset; and

     WHEREAS, in order to carryback certain of Converse's Post-Distribution Tax
Assets arising in Converse's tax period ended December 30, 1995 and December 28,
1996, instead of forward, Interco and Converse desire to amend the Tax Sharing
Agreement in respect to certain Tax Assets.

     NOW THEREFORE, in consideration of their mutual promises, the parties
hereby agree as follows:

     1.  Tax Sharing Agreement Not to Apply. Notwithstanding the provisions of
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the Tax Sharing Agreement, including Sections 2(e) and 3 thereof, Interco and 
Converse agree that Converse shall carryback federal income tax operating losses
from its tax period ended December 30, 1995 and December 28, 1996 (the "Subject 
Post-Distribution Tax Asset") to one or more Pre-Distribution Tax Periods. This 
Agreement shall apply to the first $41 million of net operating losses carried 
back for federal income tax purposes arising in Converse's tax years ending 
December 31, 1995 and 1996 and to the extent such net operating loss carryback 
available for such years exceed $41 Million ("Excess Tax Assets"), any tax 
refund arising from such Excess Tax Assets shall be shared on a 50/50 basis 
between Converse and Interco in accordance with Section 3(a) of the Tax Sharing 
Agreement and

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notwithstanding Section 4 hereof, such Excess Tax Assets shall be subject to all
other provisions of the Tax Sharing Agreement.

     2.  Payments. On the first business day following the Effective Date (as 
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herein defined) Interco shall pay to Converse, in cash, the amount of Eight 
Million Dollars ($8,000,000) in full payment of Converse's share of the benefits
expected to arise from such carrybacks. Except for possible payments in respect 
of Excess Tax Assets, no further payments shall be required to be made to 
Converse in respect of such carrybacks or any tax benefit therefrom and Converse
agrees that any refund received by Interco on account of the Subject 
Post-Distribution Tax Asset will be solely for Interco's account. In the event 
Converse receives any payment on account of such refunds, it agrees that it will
receive such payment in trust for the account of Interco and will immediately 
upon receipt turn the payment over to Interco with all necessary endorsements.

     3.  Representations and Covenants.
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     (i) Commencing on the date hereof, Interco and Converse shall consult 
regarding the preparation of the 1995 Converse federal income tax return. 
Converse shall deliver to Interco on or before March 1, 1996, a working draft of
the 1995 Converse federal income tax return. By March 7, 1996, Converse shall 
provide Interco with a copy of its completed and unfiled federal income tax 
return for the period ended December 30, 1995, and Interco shall have six days 
to review and comment on such return.

    (ii) By March 15, 1996, Converse shall file and provide Interco with a copy
of its federal income tax return, as filed, relating to its year ended 
December 30, 1995.

   (iii) Interco shall file federal income tax carryback refund claims with 
respect to all of the losses shown on the return described in Section 3(ii) 
promptly after receipt of such return and provide Converse with copies of such
filings from which Interco may delete any information relevant to its other
Subsidiaries so long as sufficient information is made available to Converse to
compute any carry forward of Converse from such years.

    (iv) Converse and Interco agree to cooperate fully with each other in
connection with the carrybacks and claims for refund described herein and in 
connection with any federal tax audits of Converse or Interco in respect of the 
tax years in which the carried back losses arose or to which such losses were 
carried.

     (v) Interco represents that it has not filed any amended returns nor
Request for a carryback Refund for the carryback years.

    (vi) Converse represents that it has not filed any amended returns nor
Request for a carryback Refund for the carryback years.

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     (vii)  Converse represents and warrants to Interco that:

            (a)  the 1995 federal income tax return to be prepared and filed by
                 Converse pursuant to Section 3(ii) hereof will report a net
                 operating loss aggregating at least $31 million;

            (b)  the 1995 and 1996 federal income tax returns to be prepared and
                 filed by Converse pursuant to Sections 3(ii) and (ix) will
                 report aggregate net operating losses that may be carried back
                 to the Interco consolidated federal income tax return for one
                 or more Pre-Distribution Tax Periods in an amount available to
                 be carried back equal to at least $31 million after the Final
                 Determination of any IRS audit; and

            (c)  Converse shall not settle any federal income tax audit for the
                 1995 tax year or the 1996 tax year without the written consent
                 of Interco which consent will not be unreasonably withheld.

     (viii)  Converse shall deliver to Interco on or before March 1, 1997, a 
working draft of the 1996 Converse federal income tax return. By March 7, 1997, 
Converse shall provide Interco with a copy of its completed and unfiled federal 
income tax return for the period ended December 28, 1996, and Interco shall have
six days to review and comment on such return.

     (ix)  By March 15, 1997, Converse shall file and provide Interco with a 
copy of its federal income tax return, as filed, relating to its year ended 
December 28, 1996.

     (x)  Converse covenants and agrees that:

          (a)  the 1995 and 1996 federal tax returns and the 1995 and 1996
               records will be prepared consistently with past practice, except
               for any changes required by law;

          (b)  no extraordinary bookkeeping measures will be taken for the 
               purpose of reducing the amount of tax loss in 1995 or 1996, or 
               for the purpose of shifting any such tax loss to any year other
               than 1995 or 1996, including, without limitation, the 
               establishment of excessive reserves, the failure to expense a 
               bad debt as and when it becomes recognizable as such, or the 
               shifting of losses from Converse to one of its subsidiaries, if
               a purpose of such measure is to diminish or defeat Interco's 
               rights hereunder, provided, however, that Converse retains the 
               flexibility to exercise its judgment with respect to tax 
               and business matters and routine tax and business planning; and

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           (c)  to the extent allowable under the federal income tax laws,
                Converse will claim as losses in 1995 and 1996 all losses,
                including but not limited to the write-off or partial write-off
                of all advances or loans to Apex, associated with its investment
                in Apex.

    (xi)  Interco shall file federal refund claims with respect to all of the 
losses shown on the return described in Section 3(ix) promptly after receipt of 
such return and provide Converse with copies of such filings from which Interco 
may delete any information relevant to its other Subsidiaries so long as 
sufficient information is made available to Converse to compute any carry 
forward of Converse from such years.

    (xii) Interco shall not settle any federal income tax audit relating to the 
claims for refunds described in Section 3(iii) and (xi) without the written 
consent of Converse (which consent shall not be unreasonably withheld) if the 
issue involved in such audit, if determined adversely, could result in payment 
by Converse hereunder or if such issue would reduce the carry forward of 
Converse from such years.

     4.  Tax Sharing Agreement to Continue. Except with respect to any matter 
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relating to or arising out of the carrybacks and refunds described in this 
Amendment, which shall be governed solely by this Amendment, the Tax Sharing 
Agreement shall continue in full force and effect. It is specifically agreed 
that sections 2, 3, 6(a) and 9 of the Tax Sharing Agreement shall not apply to 
any matter relating to or arising out of the carrybacks and refunds described in
this Amendment; provided, however, that the balance of the agreement shall 
apply.

     5.  Converse Executive Committee Approval. Any provision herein to the 
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contrary notwithstanding, the obligations of the parties hereunder are expressly
subject to the approval of this Amendment in its final form by the Executive 
Committee of Converse's Board of Directors. Converse agrees to provide Interco 
with notice in writing (the "Notice of Approval") promptly upon such approval, 
and the date upon which Converse provides such Notice of Approval shall be known
as the "Effective Date." On the Effective Date, this Amendment shall be deemed 
to be fully effective and the obligations of the parties undertaken herein shall
be deemed binding. If no Notice of Approval shall have been received by Interco 
on or prior to March 15, 1996, this Amendment shall be considered null and void 
and the original Tax Sharing Agreement shall be deemed to be in full force and 
effect without amendment. Notwithstanding the foregoing, and regardless of 
whether or not the Notice of Approval has yet been given, between the date 
hereof and the earlier of (a) March 15, 1996 or (b) the date upon which Converse
notifies Interco in writing of its intention not to provide the Notice of 
Approval, Converse shall comply with its obligations under Sections 3(i), (ii) 
and (x) hereof, and the satisfaction of those obligations (to the extent the 
date for performance of same predates the Notice of Approval) shall be a 
condition precedent to Converse's right to give valid Notice of Approval.

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

INTERCO INCORPORATED                   Converse Inc.

By: /s/ Lynn Chipperfield              By: /s/ Donald J. Camacho
    ---------------------                  ---------------------
    Its: Vice President                    Senior Vice President
         and Secretary


Converse Star I, Inc.                  Converse Germany, Inc.

By: /s/ Donald J. Camacho              By: /s/ Donald J. Camacho
    ---------------------                  ---------------------
        Vice President                         Vice President


Converse EMEA, Ltd.                    Converse Benelux Holding Company, Inc.
                                       
By: /s/ Donald J. Camacho              By: /s/ Donald J. Camacho
    ---------------------                  ---------------------
        Vice President                         Vice President


Converse Europe, Inc.                  Converse Iberia, Inc.

By: /s/ Donald J. Camacho              By: /s/ Donald J. Camacho
    ---------------------                  ---------------------
        Vice President                         Vice President


Converse Benelux, Inc.                 Converse France, Inc.

By: /s/ Donald J. Camacho              By: /s/ Donald J. Camacho
    ---------------------                  ---------------------
        Vice President                         Vice President


Converse Italy, Inc.

By: /s/ Donald J. Camacho
    ---------------------
        Vice President

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