##### Table of Contents



FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549


(Mark One)

[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended: April 29, 2000


OR


[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE

SECURITIES EXCHANGE ACT OF 1934


For the transition period from:  to


Commission file number:   333-57011

Iron Age Corporation






|                               |  |                       
|------------------------------ |  | ----------------------
|Delaware                       |  | 25-1376723            
|                               |  |                       
|(State or other jurisdiction   |  | (I.R.S. Employer      
|incorporation or organization) |  | Identification Number)

Robinson Plaza Three, Suite 400, Pittsburgh, Pennsylvania
 15205








(412) 787-4100






Not Applicable.






Indicate by check mark whether registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject
 to such filing requirements for the past 90 days. Yes
[x]       No [ ]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY





APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the
issuers classes of common stock as of the latest
practicable date. Not Applicable.



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TABLE OF CONTENTS



|                                |                                                                                                |  |  |  |  |  |  | 
|------------------------------- | ---------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART 1 -- FINANCIAL INFORMATION
|                                | Item 1. Financial Statements.                                                                 
|                                | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
|                                | Item 3. Quantitative and Qualitative Disclosures about Market Risk.                           
|PART II OTHER INFORMATION      
|                                | Item 1. Legal Proceedings.                                                                    
|                                | Item 2. Changes in Securities and Use of Proceeds.                                            
|                                | Item 3. Defaults upon Senior Securities.                                                      
|                                | Item 4. Submission of Matters to a Vote of Security Holders.                                  
|                                | Item 5. Other Information.                                                                    
|                                | Item 6. Exhibits and Reports on Form 8-K.                                                     



---






PART 1  FINANCIAL INFORMATION




Item 1.  Financial Statements.

The following financial statements are presented herein:



| |                                                                                                           
| | ----------------------------------------------------------------------------------------------------------
| | Condensed Consolidated Balance Sheets as of April 29, 2000
	and January 29, 2000                          
|
| | Condensed Consolidated Statements of Income for the three months
	ended April 29, 2000 and May 1, 1999    
|
| | Condensed Consolidated Statements of Cash Flows for the three
	months ended April 29, 2000 and May 1, 1999
|
| | Notes to Condensed Consolidated Financial Statements                                                      

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##### Table of Contents



Iron Age Corporation

Condensed Consolidated Balance Sheets


|                                        |                                                                                     |                                            |         |            |         |  |         |        |         | 
|--------------------------------------- | ----------------------------------------------------------------------------------- | ------------------------------------------ | ------- | ---------- | ------- |  | ------- | ------ | ------- | 
|                                        |                                                                                     | April 29                                   |         | January 29
|                                        |                                                                                     | 2000                                       |         | 2000      
|                                        |                                                                                     |                                            |         |           
|                                        |                                                                                     | (unaudited)                                |         |           
|                                        |                                                                                     |                                           
|                                        |                                                                                     | (Dollars in Thousands)                    
|                                       
|                                       
|                                       
|                                       
|Assets                                  |                                                                                     |                                            |         |            |         |  |         |       
|                                       
|                                       
|                                       
|                                       
|Current assets:                         |                                                                                     |                                            |         |            |         |  |         |       
|                                       
|                                       
|                                       
|                                       
|                                        | Cash and cash equivalents                                                           |                                            | $       | 209        |         |  | $       | 260    |        
|                                       
|                                       
|                                       
|                                       
|                                        | Accounts receivable, net                                                            |                                            |         | 18,532     |         |  |         | 17,747 |        
|                                       
|                                       
|                                       
|                                       
|                                        | Inventories (Note 2)                                                                |                                            |         | 32,722     |         |  |         | 34,410 |        
|                                       
|                                       
|                                       
|                                       
|                                        | Prepaid expenses                                                                    |                                            |         | 1,014      |         |  |         | 1,593  |        
|                                       
|                                       
|                                       
|                                       
|                                        | Deferred income taxes                                                               |                                            |         | 873        |         |  |         | 875    |        
|                                        |                                                                                     |                                            |         |            |         |  |         |       
|                                        |                                                                                     | Total current assets                       |         |            | 53,350  |  |         |        | 54,885  | 
|                                       
|                                       
|                                       
|                                       
|Notes receivable and other assets       |                                                                                     |                                            | 1,690   |            |         |  | 1,537   |       
|                                       
|                                       
|                                       
|                                       
|Property and equipment, net             |                                                                                     |                                            | 10,229  |            |         |  | 10,463  |       
|                                       
|                                       
|                                       
|                                       
|Intangible assets, net                  |                                                                                     |                                            | 102,038 |            |         |  | 103,079 |       
|                                        |                                                                                     |                                            |         |            |         |  |         |       
|                                        |                                                                                     | Total assets                               |         | $          | 167,307 |  |         | $      | 169,964 | 
|                                        |                                                                                     |                                            |         |            |         |  |         |       
|Liabilities and stockholders equity    |                                                                                     |                                            |         |            |         |  |         |       
|                                       
|                                       
|                                       
|                                       
|Current liabilities:                    |                                                                                     |                                            |         |            |         |  |         |       
|                                       
|                                       
|                                       
|                                       
|                                        | Current maturities of long-term debt                                                |                                            | $       | 439        |         |  | $       | 458    |        
|                                       
|                                       
|                                       
|                                       
|                                        | Accounts payable                                                                    |                                            |         | 2,109      |         |  |         | 2,573  |        
|                                       
|                                       
|                                       
|                                       
|                                        | Accrued expenses                                                                    |                                            |         | 7,400      |         |  |         | 7,216  |        
|                                        |                                                                                     |                                            |         |            |         |  |         |       
|                                        |                                                                                     | Total current liabilities                  |         |            | 9,948   |  |         |        | 10,247  | 
|                                       
|                                       
|                                       
|                                       
|Long-term debt, less current maturities |                                                                                     |                                            | 105,987 |            |         |  | 108,725 |       
|                                       
|                                       
|                                       
|                                       
|Other noncurrent liabilities            |                                                                                     |                                            | 417     |            |         |  | 430     |       
|                                       
|                                       
|                                       
|                                       
|Deferred income taxes                   |                                                                                     |                                            | 5,601   |            |         |  | 5,641   |       
|                                        |                                                                                     |                                            |         |            |         |  |         |       
|                                        |                                                                                     | Total liabilities                          |         |            | 121,953 |  |         |        | 125,043 | 
|                                       
|                                       
|                                       
|                                       
|Commitments and contingencies           |                                                                                     |                                            |        |            |         |  |        |       
|                                       
|                                       
|                                       
|                                       
|Redeemable preferred stock (Note 3)     |                                                                                     |                                            | 5,757   |            |         |  | 5,361   |       
|                                       
|                                       
|                                       
|                                       
|Stockholders equity:                   |                                                                                     |                                            |         |            |         |  |         |       
|                                       
|                                       
|                                       
|                                       
|                                        | Common stock, $1 par value; 1,000 shares authorized, issued and
        outstanding |                                            |         | 1          |         |  |         | 1      |        
|                                       
|                                       
|                                       
|                                       
|                                        | Additional paid-in capital                                                          |                                            |         | 44,466     |         |  |         | 44,466 |        
|                                       
|                                       
|                                       
|                                       
|                                        | Accumulated deficit                                                                 |                                            |         | (4,690     | )       |  |         | (4,783 | )      
|                                       
|                                       
|                                       
|                                       
|                                        | Other comprehensive loss                                                            |                                            |         | (180       | )       |  |         | (124   | )      
|                                        |                                                                                     |                                            |         |            |         |  |         |       
|                                        |                                                                                     | Total stockholders equity                 |         |            | 39,597  |  |         |        | 39,560  | 
|                                        |                                                                                     |                                            |         |            |         |  |         |       
|                                        |                                                                                     | Total liabilities and stockholders equity |         | $          | 167,307 |  |         | $      | 169,964 | 
|                                        |                                                                                     |                                            |         |            |         |  |         |       

See accompanying notes.

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##### Table of Contents



Iron Age Corporation

Condensed Consolidated Statements of Income (Unaudited)


|                                    |  |                        |        |       |  |   |        | 
|----------------------------------- |  | ---------------------- | ------ | ----- |  | - | ------ | 
|                                    |  |                       
|                                    |  | Three months ended    
|                                    |  |                       
|                                    |  | April 29               |        | May 1
|                                    |  | 2000                   |        | 1999 
|                                    |  |                        |        |      
|                                    |  |                       
|                                    |  | (Dollars in Thousands)
|                                   
|                                   
|                                   
|                                   
|Net sales                           |  | $                      | 32,125 |       |  | $ | 32,907 | 
|                                   
|                                   
|                                   
|                                   
|Cost of sales                       |  |                        | 15,640 |       |  |   | 16,419 | 
|                                    |  |                        |        |       |  |   |        | 
|Gross profit                        |  |                        | 16,485 |       |  |   | 16,488 | 
|                                   
|                                   
|                                   
|                                   
|Selling, general and administrative |  |                        | 10,947 |       |  |   | 10,645 | 
|                                   
|                                   
|                                   
|                                   
|Depreciation                        |  |                        | 401    |       |  |   | 444    | 
|                                   
|                                   
|                                   
|                                   
|Amortization of intangible assets   |  |                        | 970    |       |  |   | 904    | 
|                                    |  |                        |        |       |  |   |        | 
|Operating income                    |  |                        | 4,167  |       |  |   | 4,495  | 
|                                   
|                                   
|                                   
|                                   
|Interest expense                    |  |                        | 2,888  |       |  |   | 3,362  | 
|                                    |  |                        |        |       |  |   |        | 
|Income before income taxes          |  |                        | 1,279  |       |  |   | 1,133  | 
|                                   
|                                   
|                                   
|                                   
|Income tax expense                  |  |                        | 790    |       |  |   | 740    | 
|                                    |  |                        |        |       |  |   |        | 
|Net income                          |  | $                      | 489    |       |  | $ | 393    | 
|                                    |  |                        |        |       |  |   |        | 

See accompanying notes.

-4-



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##### Table of Contents



Iron Age Corporation

Condensed Consolidated Statements of Cash Flows (Unaudited)


|                                                                                   |                                                              |                        |        |                    |       |   |        |       |       |  
|---------------------------------------------------------------------------------- | ------------------------------------------------------------ | ---------------------- | ------ | ------------------ | ----- | - | ------ | ----- | ----- | -
|                                                                                   |                                                              | Three months ended     |        | Three months ended
|                                                                                   |                                                              | April 29               |        | May 1             
|                                                                                   |                                                              | 2000                   |        | 1999              
|                                                                                   |                                                              |                        |        |                   
|                                                                                   |                                                              |                       
|                                                                                   |                                                              | (Dollars in Thousands)
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|Operating activities                                                               |                                                              |                        |        |                    |       |   |        |      
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|Net income                                                                         |                                                              | $                      | 489    |                    |       | $ | 393    |      
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|Adjustments to reconcile net income to net cash provided by
	operating activities: |                                                              |                        |        |                    |       |   |        |      
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                   | Depreciation and amortization                                |                        |        | 1,495              |       |   |        | 1,462 |      
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                   | Amortization of deferred financing fees included in interest |                        |        | 147                |       |   |        | 347   |      
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                   | Provision for losses on accounts receivable                  |                        |        | 32                 |       |   |        | 30    |      
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                   | Deferred income taxes                                        |                        |        | (38                | )     |   |        | (5    | )    
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                   | Changes in operating assets and liabilities:                 |                        |        |                    |       |   |        |       |      
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                   |                                                              | Accounts receivable    |        |                    | (817  | ) |        |       | (620  | )
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                   |                                                              | Inventories            |        |                    | 1,688 |   |        |       | 605   |  
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                   |                                                              | Prepaid expenses       |        |                    | 579   |   |        |       | 1,290 |  
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                   |                                                              | Other assets           |        |                    | 35    |   |        |       | (290  | )
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                   |                                                              | Accounts payable       |        |                    | (464  | ) |        |       | (788  | )
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                   |                                                              | Accrued expenses       |        |                    | 171   |   |        |       | 1,084 |  
|                                                                                   |                                                              |                        |        |                    |       |   |        |      
|Net cash provided by operating activities                                          |                                                              |                        | 3,317  |                    |       |   | 3,508  |      
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|Investing activities                                                               |                                                              |                        |        |                    |       |   |        |      
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|Capitalization of internal use software costs                                      |                                                              |                        | (260   | )                  |       |   |       |      
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|Purchases of property and equipment                                                |                                                              |                        | (291   | )                  |       |   | (410   | )    
|                                                                                   |                                                              |                        |        |                    |       |   |        |      
|Net cash used in investing activities                                              |                                                              |                        | (551   | )                  |       |   | (410   | )    
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|Financing activities                                                               |                                                              |                        |        |                    |       |   |        |      
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|Borrowing under revolving credit agreement                                         |                                                              |                        |       |                    |       |   | 750    |      
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|Principal payment on debt                                                          |                                                              |                        | (2,700 | )                  |       |   | (4,250 | )    
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|Payment of financing costs                                                         |                                                              |                        | (4     | )                  |       |   | (50    | )    
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|Principal payments on capital leases                                               |                                                              |                        | (58    | )                  |       |   | (82    | )    
|                                                                                   |                                                              |                        |        |                    |       |   |        |      
|Net cash used in financing activities                                              |                                                              |                        | (2,762 | )                  |       |   | (3,632 | )    
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|Effect of exchange rate changes on cash and cash equivalents                       |                                                              |                        | (55    | )                  |       |   | 147    |      
|                                                                                   |                                                              |                        |        |                    |       |   |        |      
|Decrease in cash and cash equivalents                                              |                                                              |                        | (51    | )                  |       |   | (387   | )    
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|Cash and cash equivalents at beginning of period                                   |                                                              |                        | 260    |                    |       |   | 508    |      
|                                                                                   |                                                              |                        |        |                    |       |   |        |      
|Cash and cash equivalents at end of period                                         |                                                              | $                      | 209    |                    |       | $ | 121    |      
|                                                                                   |                                                              |                        |        |                    |       |   |        |      
|Supplemental schedule of noncash investing and financing
	activities               |                                                              |                        |        |                    |       |   |        |      
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|Dividends and accretion on preferred stock                                         |                                                              | $                      | 396    |                    |       | $ |       |      

See accompanying notes.

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##### Table of Contents



Iron Age Corporation

Notes to Condensed Consolidated


Financial Statements (Unaudited)


April 29, 2000

1.  Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with generally
accepted accounting principles for interim financial information
and with the instructions to Article 10 of
Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted
accounting principles for complete financial statements. In the
opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation
have been included. Operating results for the three month period
ended April 29, 2000 are not necessarily indicative of the
results that may be expected for the fiscal year ended
January 27, 2001. For further information, refer to Iron Age
 Corporations (Iron Age or the
Company) consolidated financial statements and
footnotes thereto for the fiscal year ended January 29,
2000.

2.  Inventory

Inventories consist of the following:

|                |  |          |        |            |  |   |        | 
|--------------- |  | -------- | ------ | ---------- |  | - | ------ | 
|                |  | April 29 |        | January 29
|                |  | 2000     |        | 2000      
|                |  |          |        |           
|Raw materials   |  | $        | 1,741  |            |  | $ | 2,602  | 
|               
|               
|               
|               
|Work-in-process |  |          | 688    |            |  |   | 745    | 
|               
|               
|               
|               
|Finished goods  |  |          | 30,293 |            |  |   | 31,063 | 
|                |  |          |        |            |  |   |        | 
|                |  | $        | 32,722 |            |  | $ | 34,410 | 
|                |  |          |        |            |  |   |        | 

3.  Redeemable Preferred Stock

On December 29, 1999, the Companys sole stockholder,
Iron Age Holdings Corporation (Holdings), authorized
2,500 shares of Series B non voting, cumulative, redeemable
preferred stock with a par value of $0.01 per share (the
Holdings Series B Preferred Stock). Holdings
issued 1,000 shares of Holdings Series B Preferred Stock to
Holdings majority stockholder, Fenway Partners Capital
Fund, L.P. (Fenway), during fiscal 2000 for
approximately $4.9 million, with a liquidation preference of
 $4,938 per share plus an additional amount of $2,044,325 divided
 by the total number of outstanding and accrued shares of
Holdings Series B Preferred Stock as of the event of
liquidation. A sale of all or substantially all of Holdings
 assets, merger or other change of control constitutes a
liquidation. Dividends are cumulative at an annual rate of
$953.97 per share and are payable in-kind, semi annually in
arrears on February 21 and August 21, beginning
February 21, 2000. The Holdings Series B Preferred
Stock ranks junior to outstanding Holdings Series A
Preferred Stock, if any, and is senior to Holdings common
stock in dividends and liquidation. The Holdings Series B
Preferred Stock is redeemable upon a change of control or a
public offering, as defined in the indenture governing the
Companys 9 7/8% Senior Subordinated Notes due 2008
(the Senior Subordinated Notes). The redemption price
 will be equal to the amount that would be paid to the Holdings
Series B Preferred Stock under a liquidation. The difference
 between the carrying value and redemption amount is being
accreted as a charge to retained earnings using the interest
method. Holdings Series B Preferred Stock is reflected in
the financial statements of the Company because the Company is a
wholly-owned subsidiary of Holdings and the proceeds of Holdings
Series B Preferred Stock were used to retire a portion of
the Companys Senior Subordinated Notes.

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##### Table of Contents



4.  Comprehensive Income

|                                            |                            |              |     |       |  |   |     |     | 
|------------------------------------------- | -------------------------- | ------------ | --- | ----- |  | - | --- | --- | 
|                                            |                            |             
|                                            |                            | Three Months
|                                            |                            | Ended       
|                                            |                            |             
|                                            |                            | April 29     |     | May 1
|                                            |                            | 2000         |     | 1999 
|                                            |                            |              |     |      
|Net income                                  |                            | $            | 489 |       |  | $ | 393 |    
|                                           
|                                           
|                                           
|                                           
|Foreign currency translation (losses) gains |                            |              | (55 | )     |  |   | 147 |    
|                                            |                            |              |     |       |  |   |     |    
|                                            | Total comprehensive income |              | $   | 434   |  |   | $   | 540 | 
|                                            |                            |              |     |       |  |   |     |    

5.  Divestiture

On May 25, 1999, the Company sold the assets of its safety
and medical products line, a component of its wholly owned
subsidiary, Safety Supplies and Service Co., Inc. (Safety
Supplies), which consisted primarily of inventory, with a
carrying value of approximately $0.4 million to Stratford
Safety Products, Inc. for $0.5 million. The sale resulted in
 a gain of $0.1 million, which was reflected as a reduction
of goodwill that was recorded in connection with the acquisition
of Safety Supplies. The Companys net income from the safety
 and medical products line was not material from the date of the
acquisition to the date of sale.

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##### Table of Contents






Item 2.  Managements Discussion and
Analysis of Financial Condition and Results of Operations.

General

The following discussions should be read in conjunction with the
accompanying Condensed Consolidated Financial Statements for the
period ended April 29, 2000, and the Companys audited
consolidated financial statements and Annual Report on
Form 10-K for the fiscal year ended January 29, 2000.

Related Party Transaction

On February 7, 2000, Fenway purchased Holdings
12 1/8% Senior Discount Notes due 2009 (the Discount
Notes) with a face value of $10.0 million for
$1.9 million. The purchase resulted in an income tax
liability to Holdings of approximately $1.3 million. In
May 2000, Fenway funded the income tax liability through a
capital contribution.

September 1999 Transaction

On September 22, 1999, the Company purchased
$9.0 million in principal amount of its Senior Subordinated
Notes for $7.13 million. The purchase was funded by
$4.7 million of borrowings under the Companys
$61.6 million senior secured credit facility (as amended,
the New Credit Facility) and the issuance of
$2.375 million of Holdings Series B Preferred Stock to
Holdings majority stockholder, Fenway. The Company recorded
 an extraordinary gain of $0.88 million, net of unamortized
deferred financing costs of $0.35 million, and income taxes
of $0.64 million. Following the purchase, such principal
amount of the Senior Subordinated Notes was retired. The Company
may, under favorable market conditions, repurchase additional
Senior Subordinated Notes.

July 1999 Transaction

On July 20, 1999, the Company purchased $9.64 million
in principal amount of the Senior Subordinated Notes for
$7.66 million. The purchase was funded by $5.1 million
of borrowings under the New Credit Facility and the issuance of
$2.563 million of Holdings Series B Preferred Stock to
Holdings majority stockholder, Fenway. The Company recorded
 an extraordinary gain of $0.92 million, net of unamortized
deferred financing costs of $0.38 million, and income taxes
of $0.67 million. Following the repurchase, such principal
amount of the Senior Subordinated Notes was retired.

Results of Operations

Three Months ended April 29, 2000 compared to Three
Months ended May 1, 1999

Net Salesfor the three months ended April 29, 2000
(first quarter 2001) were $32.1 million compared
 to $32.9 million for the comparable three month period
ended May 1, 1999 (first quarter 2000), a
decrease of $0.8 million, or 2.4%. The decrease in net sales
 was primarily attributable to a decrease of $0.4 million, or
1.2%, related to the sale of the Companys safety and
medical products line in May 1999 and a decrease of
$0.3 million, or 0.9%, related to store closings in the
Companys primary footwear distribution business line in
fiscal 2000.

Gross Profitwas $16.5 million for both first quarter
 2001 and first quarter 2000. As a percentage of net sales, gross
 profit for first quarter 2001 increased to 51.3%, an increase of
 1.2% from first quarter 2000. Gross profit percentage increased
in the Companys primary footwear distribution business line
 by 0.9% for first quarter 2000. The increase in gross profit
percentage was also attributable to a decrease in sales related
to the lower gross profit margin wholesale and safety and medical
 products business lines.

Selling, General and Administrative Expensesfor first
quarter 2001 were $10.9 million compared to $10.6 million
for first quarter 2000, an increase of $0.3 million, or 2.8%, due
 primarily to the effect of general inflationary increases in
operating expenses and unfavorable changes in foreign exchange
rates.

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##### Table of Contents



Operating Incomefor first quarter 2001 was
$4.2 million, or 13.1% of net sales, compared to
$4.5 million, or 13.7% of net sales, for first quarter 2000.
 The decrease was primarily attributable to the increase in
selling, general and administrative expenses as discussed above.

Interest Expensefor first quarter 2001 was
$2.9 million compared to $3.4 million for first quarter
2000, a decrease of $0.5 million, or 14.7%. The decrease in
interest expense was attributable to decreased indebtedness of
the Company related to the repurchase of a portion of the Senior
Subordinated Notes in the July 1999 Transaction and the
September 1999 Transaction.

Income Tax Expensefor first quarter 2001 was an income
tax expense of $0.8 million compared to an income tax expense of
$0.7 million for first quarter 2000. Income tax expense for
first quarter 2001 and income tax expense for first quarter 2000
differ from that of the statutory income tax rate due primarily
to nondeductible goodwill amortization.

Liquidity and Capital Resources

The Companys primary cash needs are working capital,
capital expenditures and debt service. The Company anticipates
that it may use cash in the future to finance acquisitions. The
Company has financed cash requirements primarily through
internally generated cash flow and funds borrowed under credit
facilities.

Net cash provided by operating activities was $3.3 million
for first quarter 2001, a decrease of $0.2 million as
compared to net cash provided by operating activities of
$3.5 million for first quarter 2000. The decrease in cash
from operating activities is primarily the result of overall
increases in working capital.

The Companys investing activities for first quarter 2001
consisted of capital expenditures of approximately
$0.3 million for improvements in footwear and vision retail
stores, shoemobiles and equipment and approximately
$0.3 million for the acquisition of software for internal
use. Capital expenditures of approximately $0.4 million for
first quarter 2000 included capital expenditures related to
improvements in footwear and vision retail stores, shoemobiles
and equipment.

The Company used approximately $2.8 million from financing
activities for first quarter 2001, which primarily consisted of
net working capital payments.

The Companys total working capital as of April 29,
2000 was $43.4 million. At January 29, 2000, working
capital was $44.6 million. The primary reason for the
decrease to working capital was a reduced investment in
inventory.

Cash flow from operations for first quarter 2001 was sufficient
to cover debt service requirements under the New Credit Facility.
 The Companys ability to make scheduled payments of
principal, or to pay the interest or premium (if any) on, or to
refinance, its indebtedness, or to fund planned capital
expenditures will depend on its future performance, which, to a
certain extent, is subject to general economic, financial,
competitive, legislative, regulatory and other factors that are
beyond its control. Based upon the current level of operations,
management believes that cash flow from operations and available
cash, together with available borrowings under the New Credit
Facility, will be adequate to meet the Companys anticipated
 future requirements for working capital, budgeted capital
expenditures and scheduled payments of principal and interest on
its indebtedness for the next several years. There can be no
assurance that the Companys business will generate
sufficient cash flow from operations or that future borrowing
will be available under the New Credit Facility in an amount
sufficient to enable the Company to service its indebtedness,
including the Senior Subordinated Notes, or to make capital
expenditures.

The Companys debt consists of the Senior Subordinated
Notes, the New Credit Facility and certain other debt. The New
Credit Facility, as amended, consists of a $31.6 million
multiple draw acquisition term loan facility (the
Acquisition Credit Facility) and $30.0 million
in revolving credit loans, letters of credit and swing line loans
 (the Revolving Credit Facility). The Companys
other debt of $0.8 million consists of capital leases and
other notes. As of April 29, 2000, approximately
$21.1 million of the Acquisition Credit Facility and
approximately $3.2 million of the Revolving Credit Facility
were outstanding. The Company has additional borrowing
availability of $10.5 million under the Acquisition Credit
Facility and approximately $26.8 million

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The Senior Subordinated Notes are fully and unconditionally
guaranteed on an unsecured, senior subordinated basis by each
Domestic Restricted Subsidiary that is a Material Subsidiary (as
such terms are defined in the indenture for the Senior
Subordinated Notes (the Senior Subordinated Notes
Indenture)) (whether currently existing, newly acquired or
created). Each such subsidiary guaranty (a Subsidiary
Guaranty) will provide that the subsidiary guarantor, as
primary obligor and not merely as surety, will irrevocably and
unconditionally guarantee on an unsecured, senior subordinated
basis the performance and punctual payment when due, whether at
stated maturity, by acceleration or otherwise, of all obligations
 of the Company under the Senior Subordinated Notes Indenture and
 the Senior Subordinated Notes, whether for payment of principal
or of interest on the Senior Subordinated Notes, expenses,
indemnification or otherwise. As of April 29, 2000, none of
the Companys Domestic Restricted Subsidiaries was a
Material Subsidiary, and therefore no Subsidiary Guaranty was in
force or effect.

Amendments to the New Credit Facility

On February 26, 1999, the New Credit Facility was amended to
 (i) amend the definition of EBITDA for fiscal
2000 for certain purposes of the New Credit Facility,
(ii) add as a condition to drawing on the Acquisition Credit
 Facility prior to April 2000 certain required interest
coverage ratios and leverage ratios, (iii) amend required
interest coverage ratios applicable to fiscal 2000, and
(iv) add to the financial covenants applicable to fiscal
2000 certain required senior coverage ratios.

On June 23, 1999, the New Credit Facility was amended to
(i) permit the use of up to $13,300,000 of the Acquisition
Credit Facility to repurchase Senior Subordinated Notes at or
below par value; providedthat no more than two-thirds of
the purchase price of such Senior Subordinated Notes comes from
borrowings under the Acquisition Credit Facility; (ii) amend
 the definition of Fixed Charge Coverage Ratio to
eliminate the tax effect of any permitted repurchases of the
Senior Subordinated Notes; (iii) add as a permitted use of
proceeds of the Acquisition Credit Facility the permitted
repurchases of the Senior Subordinated Notes; (iv) reduce
the borrowing base availability under the Revolving Credit
Facility by $3,000,000 from the time the Company first borrows
under the Acquisition Credit Facility to repurchase Senior
Subordinated Notes until the lenders consent to terminate such
restriction on availability; (v) amend the required interest
 coverage ratios applicable to fiscal year 2000; and
(vi) amend the required senior leverage ratios applicable to
 fiscal 2000.

On March 17, 2000, the New Credit Facility was amended to
(i) permit the use of up to $1,500,000 of the Acquisition
Credit Facility to repurchase Discount Notes at or below par
value; (ii) extend the right to purchase the Senior
Subordinated Notes and the Discount Notes through August 31,
 2000; (iii) amend the definition of Fixed Charge
Coverage Ratio to eliminate the tax effect of any permitted
 repurchases of the Discount Notes; (iv) add as a permitted
use of proceeds of the Acquisition Credit Facility the permitted
repurchases of the Discount Notes; and (v) reinstate the
borrowing base availability under the Revolving Credit Facility
by $3,000,000.

Recently Issued Accounting Standards

In June 1998, the Financial Accounting Standards Board
(FASB) issued Statement No. 133, Accounting for
Derivative Instruments and Hedging Activities (the
Statement). As amended by FASB Statement
No. 137, Deferral of the Effective Date of FASB Statement
No. 133, the Statement is required to be adopted for all
fiscal quarters in years beginning after June 15, 2000. The
Statement permits early adoption as of the beginning of any
fiscal quarter after its issuance. The Company expects to adopt
the Statement effective with the first fiscal quarter of fiscal
year 2002. The Statement will require the Company to recognize
all derivatives on the balance sheet at fair value. Derivatives
that are not hedges must be adjusted to fair value through
income. If a derivative is a hedge, depending upon the nature of
the hedge, changes in the fair value of the derivative will
either be offset against the change in fair value of the hedged
asset, liability or firm commitment through earnings, or
recognized in other comprehensive income until the hedged item is
 recognized in earnings. The ineffective portion of a

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In December 1999, the Staff of the Securities and Exchange
Commission released Staff Accounting Bulletin
(SAB) No. 101, Revenue Recognition, to
provide guidance on the recognition, presentation and disclosure
of revenues in financial statements. The Companys revenue
recognition practices are in conformity with SAB No. 101.

Inflation and Changing Prices

The Companys sales and costs are subject to inflation and
price fluctuations. However, they historically have not, and in
the future are not expected to have, a material adverse effect on
 the Companys results of operations.

Forward Looking Statements

When used in this quarterly report, the words
believes, anticipates,
expects and similar expressions are used to identify
forward looking statements. Such statements are subject to risks
and uncertainties which could cause actual results to differ
materially from those projected. The Company wishes to caution
readers that the following important factors and others in some
cases have affected and in the future could affect the
Companys actual results and could cause the Companys
actual results to differ materially from those expressed in any
forward statements made by the Company: (i) economic
conditions in the safety shoe market, (ii) availability of
credit, (iii) increase in interest rates, (iv) cost of raw
materials, (v) inability to maintain state-of-the-art
manufacturing facilities, (vi) heightened competition,
including intensification of price and service competition, the
entry of new competitors and the introduction of new products by
existing competitors, (vii) inability to capitalize on
opportunities presented by industry consolidation,
(viii) loss or retirement of key executives, (ix) loss
or disruption of the Companys relationships with its major
suppliers, including the Companys largest supplier in China
 and (x) inability to grow by acquisition of additional
safety shoe distributors or to effectively consolidate operations
 of businesses acquired.

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##### Table of Contents






Item 3. Quantitative and Qualitative Disclosures about
Market Risk.

There have been no material changes in the Companys
exposure to market risk since January 29, 2000.




PART II OTHER INFORMATION




Item 1.  Legal Proceedings.

None.




Item 2.  Changes in Securities and Use of
Proceeds.

None.




Item 3.  Defaults upon Senior Securities.

None.




Item 4.  Submission of Matters to a Vote of
Security Holders.

None.




Item 5.  Other Information.

None.




Item 6.  Exhibits and Reports on Form 8-K.

(a)  Exhibit Index.

|       |  |                                                                                                                                                            
|------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1*   |  | Iron Age Certificate of Incorporation, as amended.                                                                                                         
|3.2*   |  | Iron Age By-laws.                                                                                                                                          
|4.1*   |  | Indenture dated as of April 24, 1998.                                                                                                                      
|10.1*  |  | Credit Agreement dated as of April 24, 1998.                                                                                                               
|10.2*  |  | Security Agreement dated April 24, 1998.                                                                                                                   
|10.3*  |  | Intellectual Property Security Agreement April 24, 1998.                                                                                                   
|10.4*  |  | Canadian Security Agreement dated April 24, 1998.                                                                                                          
|10.5*  |  | Mortgage, Assignment of Leases and Rents, Fixture Filing,
	Security Agreement and Financing Statement dated February 
	26, 1997, as amended April 24, 1998.
|10.6*  |  | Intercompany Subordination Agreement dated April 24, 1998.                                                                                                 
|10.7*  |  | Subsidiary Guaranty dated April 24, 1998.                                                                                                                  
|10.8*  |  | Iron Age Trademark License Agreement with W.L Gore &
	Associates, Inc. dated August 15, 1994.                                                              
|10.9*  |  | Falcon Trademark License Agreement with W.L. Gore
	&  Associates, Inc. dated July 25, 1994.                                                                
|10.10* |  | Falcon Manufacturing Certification Agreement with W.L. Gore
	& Associates, Inc. dated July 25, 1994.                                                       
|10.11* |  | General Services Administration Contract effective July 26,
	1994, as modified May 24, 1995.                                                               
|10.12* |  | Amended and Restated Management Agreement dated as of
	February 26, 1997.                                                                                  
|10.13* |  | Stockholders Agreement dated as of February 26, 1997.                                                                                                      
|10.14* |  | Amendment No. 1 to Stockholders Agreement dated as of
	March 25, 1997.                                                                                     

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##### Table of Contents



|          |  |                                                                                                                                                 
|--------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------
|10.15*    |  | American Home Assurance Company Joinder to the Stockholders
	Agreement dated as of March 25, 1997.                                              
|10.16*    |  | Banque Nationale de Paris Joinder to the Stockholders Agreement
	dated as of March 25, 1997.                                                    
|10.17*    |  | Stock Option Plan dated February 26, 1997.                                                                                                      
|10.18*    |  | Securities Purchase Agreement dated February 26, 1997.                                                                                          
|10.19*    |  | Stock Purchase Agreement dated as of December 26, 1996.                                                                                         
|10.20*    |  | Amendment No. 1 to the Stock Purchase Agreement dated as of
	February 26, 1997.                                                                 
|10.21*    |  | Pittsburgh, Pennsylvania Lease Agreement dated March 1,
	1993, as amended June 2, 1994, as amended June 12,
	1996, as amended December 10, 1997.
|10.22*    |  | Jerusalem, New York Lease Agreement dated December 9, 1992,
	as amended January 1, 1994, as amended April 1997.                                 
|10.23*    |  | Jerusalem, New York Lease Agreement dated June 20, 1997, as
	amended January 9, 1998.                                                           
|10.24*    |  | Lewiston, Maine Lease Agreement dated January 14, 1994.                                                                                         
|10.25*    |  | Lewiston, Maine Lease Agreement dated November 30, 1990, as
	amended June 8, 1994.                                                              
|10.26*    |  | Ontario, Canada Lease Agreement dated June 11, 1991, as
	renewed November 23, 1995.                                                             
|10.27*    |  | Jensen Employment Agreement dated February 26, 1997.                                                                                            
|10.28*    |  | Mills Employment Agreement dated November 20, 1995.                                                                                             
|10.29*    |  | McDonough Employment Agreement dated November 20, 1995.                                                                                         
|10.30*    |  | Johanson Employment Agreement dated August 1, 1994.                                                                                             
|10.31*    |  | Johanson Non-Competition Agreement dated August 1, 1994.                                                                                        
|10.32**   |  | Taaffe Severance Agrement dated January 13, 1999.                                                                                               
|10.33**   |  | Taaffe Agreement and General Release dated January 13, 1999.                                                                                    
|10.34**   |  | Letter Waiver to Banque Nationale de Paris Credit Agreement dated
	 August 28, 1998.                                                            
|10.35**   |  | Amendment No. 2 and Waiver to Banque Nationale de Paris
	Credit Agreement dated February 26, 1999.                                              
|10.36**   |  | Election to reduce Acquisition Commitment of Banque Nationale de
	Paris Credit Agreement dated March 5, 1999.                                   
|10.37***  |  | Amendment No. 3 to Banque Nationale de Paris Credit
	Agreement dated June 23, 1999.                                                             
|10.38**** |  | Amendment No. 4 to Banque Nationale de Paris Credit
	Agreement dated March 17, 2000.                                                            
|10.39**** |  | Amendment No. 1 to Stock Option Plan dated April 8,
	1999.                                                                                      
|10.40**** |  | Amendment No. 2 to Stock Option Plan dated January 29,
	2000.                                                                                   
|10.41**** |  | Johanson Consulting Agreement dated February 1, 2000.                                                                                           
|10.42**** |  | Certificate of Designation, Preferences and Rights of the
	Series B Preferred Stock of Iron Age Holdings Corporation
	dated December 29, 1999.  
|27.1      |  | Financial Data Schedules                                                                                                                        




| | 
| | 
| | 



|     |                                                                                                                                                        
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------
|*    | Incorporated by reference to the similarly numbered exhibit in
	the Companys Registration Statement on Form S-4,
	No.  333-57011, filed June 17, 1998.
|    
|**   | Incorporated by reference to the similarly numbered exhibit in
	the Companys Annual Report on Form 10-K, filed
	April 30, 1999.                       
|    
|***  | Incorporated by reference to the similarly numbered exhibit in
	the Companys Quarterly Report on Form 10-Q, filed
	September  14, 1999.               
|    
|**** | Incorporated by reference to the similarly numbered exhibit in
	the Companys Annual Report on Form 10-K, filed
	April 18, 2000.                       

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(b)  Reports on Form 8-K.

No reports on Form 8-K were filed during the first quarter
ended April 29, 2000.

Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.



| |                     
| | --------------------
| | IRON AGE CORPORATION



| |     |                       
| | --- | ----------------------
| | By: | /s/ KEITH A. MCDONOUGH

| |                         
| | ------------------------
| |                         
| | Name: Keith A. McDonough

| |        |                         
| | ------ | ------------------------
| | Title: | Executive Vice President

| |                         
| | ------------------------
| | Chief Financial Officer 
| | (Principal financial and
| | accounting officer)     

Dated: June 9, 2000

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