AMENDMENT NO. 5 TO EMPLOYMENT AGREEMENT

   1

                                                                 EXHIBIT 10.5.5



                                 AMENDMENT NO. 5
                                       TO
                              EMPLOYMENT AGREEMENT

     THIS AMENDMENT NO. 5 TO EMPLOYMENT AGREEMENT ("Amendment" herein) is
entered into as of August 1, 2001, by and between Xxxxxx X. Xxxxxxxxxx ("Xx.
Xxxxxxxxxx") and Vans, Inc., a Delaware corporation ("Vans"), with respect to
the following facts:

     A. Vans and Xx. Xxxxxxxxxx previously entered into an Employment Agreement,
dated December 1, 1995 (the "Employment Agreement'), which revised and replaced
a Consulting Agreement between the parties;

     B. The Employment Agreement was amended as of February 13, 1998, May 18,
1998, May 18, 1999 and August 1, 2000; and

     C. The parties wish to further amend the Employment Agreement in accordance
with the action taken by the Board of Directors of the Company on June 29, 2001.

     NOW, THEREOFRE, the parties hereto agree as follows:

     1. Section 3 of the Employment Agreement. The term of the Employment
Agreement is hereby extended to May 31, 2003.

     2. Other Provisions of the Employment Agreement. Except as specifically
modified or amended herein, all remaining provisions of the Employment
Agreement, as amended, shall remain in full force and effect.

     3. Miscellaneous. This Amendment shall be governed by California law and
may be executed in counterparts.

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first above written.

XX. XXXXXXXXXX:                      VANS:
                                     Vans, Inc., a Delaware corporation



/s/ Xxxxxx X. Xxxxxxxxxx             By: /s/ Xxxxx X. Xxxxxxxx
    --------------------                 ---------------------
    Xxxxxx X. Xxxxxxxxxx
                                     Title:  Vice President and General Counsel