EXHIBIT 10.38.2 WILLIAM J. CAROTHERS EMPLOYMENT AGREEMENT AMENDMENT NO. 2 WHEREAS, William J. Carothers (the "Employee") and Filene's Basement, Inc. (the "Employer") entered into an employment agreement (the "Agreement"); and WHEREAS, the Employer and...

                                
EXHIBIT 10.38.2                                
                                
                                
            XXXXXXX X. XXXXXXXXX EMPLOYMENT AGREEMENT
                                
                           AMENDMENT NO. 2
     
     
     
          WHEREAS, Xxxxxxx X. Xxxxxxxxx (the "Employee") and
     Filene's Basement, Inc. (the "Employer") entered into an
     employment agreement (the "Agreement"); and
     
          WHEREAS, the Employer and the Employee mutually desire
     to amend the terms of said Agreement.
     
          NOW, THEREFORE, said Agreement is hereby amended as
     follows:
     
1.   Section 3.2 of said Agreement is hereby deleted in its
  entirety.

2.   The balance of the Agreement as otherwise amended is
  continued in full force and effect.

          IN WITNESS WHEREOF, the parties have executed this
     document this 28th day of January, 1999.
          
          
          
                                   Employer:
          
                                   FILENE'S BASEMENT, INC.
          
          
                                   By:  /s/ Xxxxxx  X. Xxxxxx
          
          
          
                                   Employee:
          
                                   /s/ Xxxxxxx X. Xxxxxxxxx