AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT

     This  Amendment No. 2 to  Employment  Agreement is made and entered into on
the 6th day of March , 1997, among PAMIDA HOLDINGS CORPORATION  ("Holdings"),  a
Delaware  corporation,  PAMIDA, INC.  ("Pamida"),  a Delaware  corporation,  and
STEVEN S.  FISHMAN  (the  "Executive").  Holdings  and Pamida  collectively  are
referred to in this Amendment No. 2 as the "Companies".

                              *  *  *

     WHEREAS,  the  Companies  and the  Executive  are parties to an  Employment
Agreement dated September 22, 1995 (the "Employment Agreement"); and

     WHEREAS, the Companies and the Executive now desire to amend the Employment
Agreement as more particularly set forth below;

     NOW, THEREFORE, the Companies and the Executive agree as follows:

     1. Pursuant to Paragraph 6 of the Employment  Agreement,  the Companies and
the Executive agree that the Executive's  incentive bonus program for the fiscal
year of Holdings ending February 1, 1998 ("Fiscal 1998") shall be the following:

(a)  If the  consolidated  earnings  of  Holdings  and  its  subsidiaries  (on a
     first-in,  first-out basis with respect to merchandise  inventories) before
     interest,  taxes,  depreciation,  and  amortization  for  Fiscal  1998 (the
     "EBITDA")  is less  than  $42,000,000  or the  percentage  increase  in the
     comparable  store sales of Pamida for Fiscal 1998  compared with the fiscal
     year ended February 2, 1997, is less than 3%, then the Executive  shall not
     be entitled to any incentive bonus for Fiscal 1998.

(b)  If the EBITDA equals or exceeds $42,000,000, then the Executive's incentive
     bonus  for  Fiscal  1998  shall  be  determined  as  a  percentage  of  the
     Executive's  base salary from the matrix  attached to this  Amendment No. 2
     taking into account (i) the EBITDA and (ii) the percentage  increase in the
     comparable  store sales of Pamida for Fiscal 1998  compared with the fiscal
     year ended February 2, 1997.  Comparable store sales  percentage  increases
     shall be determined in accordance with Pamida's historical practices.

(c)  For purposes of such matrix, comparable store sales percentage increases of
     more than 9% shall be treated as  increases  of 9%, and EBITDA of more than
     $52,000,000 shall be treated as EBITDA of $52,000,000.

(d)  For purposes of applying such matrix,  the Executive's base salary shall be
     the Executive's base salary in effect on February 1, 1998.

                                 2
<PAGE>

(e)  The maximum  incentive  bonus that the Executive shall have the opportunity
     to earn for Fiscal 1998 is 110% of the Executive's applicable base salary.

(f)  EBITDA amounts between whole millions of dollars and comparable store sales
     percentage  increases  between whole percentages shall be interpolated on a
     straight-line basis for purposes of applying such matrix.

(g)  Solely by way of  illustration  of the  application of such matrix,  if the
     EBITDA is $44,250,000 and the comparable  store sales  percentage  increase
     for Fiscal 1998 is 4.6%,  then the  Executive's  incentive bonus for Fiscal
     1998 would be 45.66875% of the Executive's applicable base salary.

The  Executive's  incentive  bonus for Fiscal 1998 (if any) shall be paid to the
Executive  as soon as  practicable  after  Holdings has received the final audit
report with respect to Fiscal 1998 from its independent accountants.

     2. The  provisions  of this  Amendment  No. 2 are  intended  to satisfy the
requirements  of Paragraph 6 of the Employment  Agreement for the fiscal year of
Holdings ending in 1998.

     3. This Amendment No. 2 shall be effective as of February 3, 1997.

     4. As hereby amended,  the Employment  Agreement shall remain in full force
and effect.

     IN WITNESS  WHEREOF,  the Companies  and the  Executive  have executed this
Amendment No. 2 to Employment Agreement on the day and year first above written.

                                        PAMIDA HOLDINGS CORPORATION,
                                        a Delaware corporation

                                   By:  /s/ Frank A. Washburn
                                        Frank A. Washburn, Executive
                                        Vice President



                                        PAMIDA, INC., a Delaware corporation

                                   By:  /s/ Frank A. Washburn
                                        Frank A. Washburn, Executive
                                        Vice President

                                   By:  /s/ Steven S. Fishman
                                        Steven S. Fishman
<TABLE>
<CAPTION>

             Attachment to Exhibit 10.28 - Executive Bonus Matrix

                  Bonus as % of Pay - FYE98 - Fishman

              Comp store sales increase
<S>           <C>     <C>       <C>       <C>       <C>        <C>        <C>       <C>
EBITDA       <3%      3.0%      4.0%      5.0%      6.0%       7.0%       8.0%      9.0%
=========================================================================================
   <42        0         0         0         0         0          0          0          0
-----------------------------------------------------------------------------------------
    42   29.750%   42.500%   43.250%   44.000%   44.750%    49.750%    54.750%    59.750%
-----------------------------------------------------------------------------------------
    43   30.625%   43.375%   44.125%   44.875%   45.625%    50.625%    55.625%    60.625%
-----------------------------------------------------------------------------------------
    44   31.500%   44.250%   45.000%   45.750%   46.500%    51.500%    56.500%    61.500%
-----------------------------------------------------------------------------------------
    45   32.375%   45.125%   45.875%   46.625%   47.375%    52.375%    57.375%    62.375%
-----------------------------------------------------------------------------------------
    46   33.250%   46.000%   46.750%   47.500%   48.250%    53.250%    58.250%    63.250%
-----------------------------------------------------------------------------------------
    47   34.125%   46.875%   47.625%   48.375%   49.125%    54.125%    59.125%    64.125%
-----------------------------------------------------------------------------------------
    48  35.000%    47.750%   48.500%   49.250%   50.000%    55.000%    60.000%    65.000%
-----------------------------------------------------------------------------------------
    49   40.000%   52.750%   53.500%   54.250%   55.000%    60.000%    65.000%    70.000%
-----------------------------------------------------------------------------------------
    50   50.000%   62.750%   63.500%   64.250%   65.000%    70.000%    75.000%    80.000%
-----------------------------------------------------------------------------------------
    51   65.000%   77.750%   78.500%   79.250%   80.000%    85.000%    90.000%    95.000%
-----------------------------------------------------------------------------------------
    52   80.000%   92.750%   93.500%   94.250%   95.000%   100.000%   105.000%   110.000%
=========================================================================================

</TABLE>

                                    EXHIBIT A

                          "OTHER BENEFITS" RELATED TO
                     AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
              DATED MARCH 6, 1997 AMONG PAMIDA HOLDINGS CORPORATION
                           AND STEVEN S. FISHMAN, CEO



          Company paid Exec-U-Care insurance

          Company paid life insurance - $600,000

          Financial, legal counseling services - up to $15,000 annually

          Company car - up to $20,000 allowance

          Annual physical examination

          Car phone

          Use of company plane

          Interest free loans - up to $50,000 approved by Board of Directors

          Spousal travel - where appropriate

          Minimum vacation accrual  - 5 weeks

          Athletic/Recreational membership

          Supplemental disability insurance

          Deferred compensation