UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                        
                                  SCHEDULE 13G
                                        
                    Under the Securities Exchange Act of 1934
                                        
                               (Amendment No. 1)*



                                 J. BAKER, INC.
                                (Name of Issuer)

                                  Common Stock
                         (Title and Class of Securities)

                                    05723210
                                 (CUSIP Number)



Check  the following box if a fee is being paid with this statement  _____.   (A
fee is not required only if the filing person:  (1) has a previous statement  on
file  reporting beneficial ownership of more than five percent of the  class  of
securities  described  in  Item  1; and (2) has filed  no  amendment  subsequent
thereto  reporting beneficial ownership of five percent or less of such  class.)
(See Rule 13d-7.)

*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for  any  subsequent  amendment containing information  which  would  alter  the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to  be  "filed" for the purpose of Section 18 of the Securities Exchange Act  of
1934 ("Act") or otherwise subject to the liabilities of that section of the  Act
but  shall  be  subject  to all other provisions of the Act  (however,  see  the
Notes).





SCHEDULE 13G
AMENDMENT NO. 1

CUSIP No.   05723210

1    NAME OF REPORTING PERSON
     S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
     M.D. Sass Investors Services, Inc. 13-2703405
     M.D. Sass Associates, Inc.         13-2704843

2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
     (a) ______               (b) ______

3    SEC USE ONLY


4    CITIZENSHIP OR PLACE OF ORGANIZATION
     Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5    SOLE VOTING POWER
     0

6    SHARED VOTING POWER
     0

7    SOLE DISPOSITIVE POWER
     0

8    SHARED DISPOSITIVE POWER
     0

9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     0

10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
     CERTAIN SHARES*     _____

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
     0%

14   TYPE OF REPORTING PERSON*
     IA






                           M.D. Sass Associates, Inc.
                       M.D. Sass Investors Services, Inc.
                         Schedule 13-G - Amendment No. 1
                      Reporting Period - December 31, 1996
                                        

Item
Number    Item

1(a) Name of Issuer:
     J. Baker, Inc.

1(b) Address of Issuers Principle Executive Offices:
     555 Turnpike Street
     Canton, Massachusetts 02021

2(a) Name of Person Filing:
     M.D. Sass Investors Services, Inc.
     M.D. Sass Associates, Inc.

2(b) Address of Principal Business Office:
     1185 Avenue of the Americas, 18th Floor
     New York, New York 10036

2(c) Citizenship:
     Delaware

2(d) Title of Class of Securities:
     Common Stock

2(e) CUSIP Number:
     05723210

3    Pursuant to Section 13-d-1(b):  Investment Adviser registered under Section
     203 of the Investment Advisers Act of 1940

4(a) Amount Beneficially Owned:
     0

4(b) Percent of Class:
     0%





4(c) Number of Shares as to which such person has:
     (i)  sole power to vote or to direct the vote:                        0
     (ii) shared power to vote or to direct the vote:                      0
     (iii)     sole power to dispose or direct the disposition of:         0
     (iv) shared power to dispose or to direct the disposition of:         0

5    Ownership of five percent or less of a class:
     This  Amendment No. 1 is being filed to report the fact that as of the date
     hereof  the reporting person has ceased to be the beneficial owner of  more
     than five percent of the class of securities.

6    Ownership of more than five percent on behalf of another person:
     N/A

7    Identification  and classification of the subsidiary  which  acquired  the
     security being reported on by the parent holding company:
     N/A

8    Identification and classification of members of the group:
     N/A

9    Notice of dissolution of the group:
     N/A

10   Certification:
     By signing below I certify that to the best of my knowledge and belief, the
securities  referred to above were acquired in the ordinary course  of  business
and  were not acquired for the purpose of and do not have the effect of changing
or  influencing  the  control  of the issuer of such  securities  and  were  not
acquired  in connection with or as a participant in any transaction having  such
purposes or effect.

After  reasonable inquiry and to the best of my knowledge and belief, I  certify
that the information set forth in this statement is true, complete and correct:


                              February 4, 1996
                              ___________________________
                              Date


                              /s/ Martin D. Sass
                              ___________________________
                              Signature


                              Martin D. Sass, President
                              ____________________________
                              Name/Title


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