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: October 28,
2000OR

[    ] 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
(Exact name of registrant as specified in its charter)

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

Robinson Plaza Three, Suite 400,
Pittsburgh, Pennsylvania 15205
(Address of principal executive offices)
(Zip Code)

(412) 787-4100
(Registrants telephone number, including area code)

Not
Applicable.
(Former name, former address and former fiscal year, if changed since last report)

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
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes [  ]  No [  ]  Not Applicable.

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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PART 1  FINANCIAL INFORMATION

Item 1. Financial Statements.

The following financial statements are presented herein:



| |                                                                                  
| | ---------------------------------------------------------------------------------
| | Condensed Consolidated Balance Sheets as of October 28, 2000 and
January 29, 2000



| |                                                                                                                                    
| | -----------------------------------------------------------------------------------------------------------------------------------
| | Condensed Consolidated Statements of Income for the three months
and nine months ended 
      October 28, 2000 and October 30, 1999



| |                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------
| | Condensed Consolidated Statements of Cash Flows for the nine months
ended 
      October 28, 2000 and October 30, 1999



| |                                                     
| | ----------------------------------------------------
| | Notes to Condensed Consolidated Financial Statements

-2-



---



Iron Age Corporation
Condensed Consolidated Balance Sheets

|                                                          |                                                                             |   |                        |        |            |   |         |        |  
|--------------------------------------------------------- | --------------------------------------------------------------------------- | - | ---------------------- | ------ | ---------- | - | ------- | ------ | -
|                                                          |                                                                             |   | October 28             |        | January 29
|                                                          |                                                                             |   | 2000                   |        | 2000      
|                                                          |                                                                             |   |                        |        |           
|                                                          |                                                                             |   | (unaudited)           
|                                                          |                                                                             |   | (Dollars in Thousands)
|                                                          |                                                                             |   |                       
|Assets
Current assets:                                   
|                                                         
|                                                         
|                                                         
|                                                         
|                                                          | Cash and cash equivalents                                                   |   | $                      | 1,195  |            |   | $       | 260    |  
|                                                         
|                                                         
|                                                         
|                                                         
|                                                          | Accounts receivable, net                                                    |   |                        | 19,048 |            |   |         | 17,747 |  
|                                                         
|                                                         
|                                                         
|                                                         
|                                                          | Inventories (Note 2)                                                        |   |                        | 32,957 |            |   |         | 34,410 |  
|                                                         
|                                                         
|                                                         
|                                                         
|                                                          | Prepaid expenses                                                            |   |                        | 1,309  |            |   |         | 1,593  |  
|                                                         
|                                                         
|                                                         
|                                                         
|                                                          | Deferred income taxes                                                       |   |                        | 870    |            |   |         | 875    |  
|                                                          |                                                                             |   |                        |        |            |   |         |       
|Total current assets                                      |                                                                             |   | 55,379                 |        |            |   | 54,885  |       
|                                                         
|                                                         
|                                                         
|                                                         
|Notes receivable and other assets                         |                                                                             |   | 2,816                  |        |            |   | 1,537   |       
|                                                         
|                                                         
|                                                         
|                                                         
|Property and equipment, net                               |                                                                             |   | 10,048                 |        |            |   | 10,463  |       
|                                                         
|                                                         
|                                                         
|                                                         
|Intangible assets, net                                    |                                                                             |   | 99,585                 |        |            |   | 103,079 |       
|                                                          |                                                                             |   |                        |        |            |   |         |       
|Total assets                                              |                                                                             | $ | 167,828                |        |            | $ | 169,964 |       
|                                                          |                                                                             |   |                        |        |            |   |         |       
|Liabilities and stockholders equity
Current liabilities:
|                                                         
|                                                         
|                                                         
|                                                         
|                                                          | Current maturities of long-term debt                                        |   | $                      | 3,614  |            |   | $       | 458    |  
|                                                         
|                                                         
|                                                         
|                                                         
|                                                          | Accounts payable                                                            |   |                        | 3,172  |            |   |         | 2,573  |  
|                                                         
|                                                         
|                                                         
|                                                         
|                                                          | Accrued expenses                                                            |   |                        | 8,699  |            |   |         | 7,216  |  
|                                                          |                                                                             |   |                        |        |            |   |         |       
|Total current liabilities                                 |                                                                             |   | 15,485                 |        |            |   | 10,247  |       
|                                                         
|                                                         
|                                                         
|                                                         
|Long-term debt, less current maturities                   |                                                                             |   | 94,262                 |        |            |   | 108,725 |       
|                                                         
|                                                         
|                                                         
|                                                         
|Other noncurrent liabilities                              |                                                                             |   | 392                    |        |            |   | 430     |       
|                                                         
|                                                         
|                                                         
|                                                         
|Deferred income taxes                                     |                                                                             |   | 5,574                  |        |            |   | 5,641   |       
|                                                          |                                                                             |   |                        |        |            |   |         |       
|Total liabilities                                         |                                                                             |   | 115,713                |        |            |   | 125,043 |       
|                                                         
|                                                         
|                                                         
|                                                         
|Commitments and contingencies                             |                                                                             |   |                       |        |            |   |        |       
|                                                         
|                                                         
|                                                         
|                                                         
|Series B redeemable preferred stock (Note 4)              |                                                                             |   | 6,350                  |        |            |   | 5,361   |       
|                                                         
|                                                         
|                                                         
|                                                         
|Series C subscribed redeemable preferred stock (Note 7)   |                                                                             |   | 4,830                  |        |            |   |        |       
|                                                         
|                                                         
|                                                         
|                                                         
|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                                                         |   |                        | (3,281 | )          |   |         | (4,783 | )
|                                                         
|                                                         
|                                                         
|                                                         
|                                                          | Other comprehensive loss                                                    |   |                        | (251   | )          |   |         | (124   | )
|                                                          |                                                                             |   |                        |        |            |   |         |       
|Total stockholders equity                                |                                                                             |   | 40,935                 |        |            |   | 39,560  |       
|                                                          |                                                                             |   |                        |        |            |   |         |       
|Total liabilities and stockholders equity                |                                                                             | $ | 167,828                |        |            | $ | 169,964 |       
|                                                          |                                                                             |   |                        |        |            |   |         |       

See accompanying notes.

-3-



---



Iron Age Corporation
Condensed Consolidated Statements of Income (Unaudited)

|                                                  |  |                    |        |                   |  |                        |        |            |  |   |        |  |  |   |        |  
|------------------------------------------------- |  | ------------------ | ------ | ----------------- |  | ---------------------- | ------ | ---------- |  | - | ------ |  |  | - | ------ | -
|                                                  |  | Three months ended |        | Nine months ended
|                                                  |  |                    |        |                  
|                                                  |  | October 28         |        | October 30        |  | October 28             |        | October 30
|                                                  |  | 2000               |        | 1999              |  | 2000                   |        | 1999      
|                                                  |  |                    |        |                   |  |                        |        |           
|                                                  |  |                    |        |                   |  | (Dollars in Thousands)
|                                                  | 
|Net sales                                         |  | $                  | 30,504 |                   |  | $                      | 29,641 |            |  | $ | 91,605 |  |  | $ | 91,026 |  
|                                                 
|                                                 
|                                                 
|                                                 
|Cost of sales                                     |  |                    | 14,624 |                   |  |                        | 14,635 |            |  |   | 44,288 |  |  |   | 45,151 |  
|                                                  |  |                    |        |                   |  |                        |        |            |  |   |        |  |  |   |        |  
|Gross profit                                      |  |                    | 15,880 |                   |  |                        | 15,006 |            |  |   | 47,317 |  |  |   | 45,875 |  
|                                                 
|                                                 
|                                                 
|                                                 
|Selling, general and administrative               |  |                    | 10,928 |                   |  |                        | 10,474 |            |  |   | 32,584 |  |  |   | 31,555 |  
|                                                 
|                                                 
|                                                 
|                                                 
|Depreciation                                      |  |                    | 434    |                   |  |                        | 472    |            |  |   | 1,231  |  |  |   | 1,391  |  
|                                                 
|                                                 
|                                                 
|                                                 
|Amortization of intangible assets                 |  |                    | 990    |                   |  |                        | 908    |            |  |   | 2,946  |  |  |   | 2,709  |  
|                                                  |  |                    |        |                   |  |                        |        |            |  |   |        |  |  |   |        |  
|Operating income                                  |  |                    | 3,528  |                   |  |                        | 3,152  |            |  |   | 10,556 |  |  |   | 10,220 |  
|                                                 
|                                                 
|                                                 
|                                                 
|Interest expense                                  |  |                    | 3,053  |                   |  |                        | 2,829  |            |  |   | 8,777  |  |  |   | 9,333  |  
|                                                  |  |                    |        |                   |  |                        |        |            |  |   |        |  |  |   |        |  
|Income before income taxes and extraordinary item |  |                    | 475    |                   |  |                        | 323    |            |  |   | 1,779  |  |  |   | 887    |  
|                                                 
|                                                 
|                                                 
|                                                 
|Income tax expense                                |  |                    | 452    |                   |  |                        | 343    |            |  |   | 1,504  |  |  |   | 1,064  |  
|                                                  |  |                    |        |                   |  |                        |        |            |  |   |        |  |  |   |        |  
|Income (loss) before extraordinary item           |  |                    | 23     |                   |  |                        | (20    | )          |  |   | 275    |  |  |   | (177   | )
|                                                 
|                                                 
|                                                 
|                                                 
|Extraordinary gain, net of tax effect (Note 3)    |  |                    | 2,285  |                   |  |                        | 880    |            |  |   | 2,285  |  |  |   | 1,804  |  
|                                                  |  |                    |        |                   |  |                        |        |            |  |   |        |  |  |   |        |  
|Net income                                        |  | $                  | 2,308  |                   |  | $                      | 860    |            |  | $ | 2,560  |  |  | $ | 1,627  |  
|                                                  |  |                    |        |                   |  |                        |        |            |  |   |        |  |  |   |        |  

See accompanying notes.

-4-



---



Iron Age Corporation
Condensed Consolidated Statements of Cash Flows (Unaudited)

|                                                                                                               |                                              |                                                              |                                         |   |                        |        |                   |   |        |        |  
|-------------------------------------------------------------------------------------------------------------- | -------------------------------------------- | ------------------------------------------------------------ | --------------------------------------- | - | ---------------------- | ------ | ----------------- | - | ------ | ------ | -
|                                                                                                               |                                              |                                                              |                                         |   | Nine months ended      |        | Nine months ended
|                                                                                                               |                                              |                                                              |                                         |   | October 28             |        | October 30       
|                                                                                                               |                                              |                                                              |                                         |   | 2000                   |        | 1999             
|                                                                                                               |                                              |                                                              |                                         |   |                        |        |                  
|                                                                                                               |                                              |                                                              |                                         |   | (Dollars in Thousands)
|Operating activities
Net income                                                                                |                                              | $                                                            | 2,560                                   |   |                        | $      | 1,627             |  
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                              
|Adjustments to reconcile net income to net cash provided by
operating activities:                             
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                               |                                              | Extraordinary gain, net of tax                               |                                         |   | (2,285                 | )      |                   |   | (1,804 | )     
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                               |                                              | Depreciation and amortization                                |                                         |   | 4,532                  |        |                   |   | 4,462  |       
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                               |                                              | Amortization of deferred financing fees included in interest |                                         |   | 441                    |        |                   |   | 644    |       
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                               |                                              | Provision for losses on accounts receivable                  |                                         |   | 433                    |        |                   |   | 89     |       
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                               |                                              | Deferred income taxes                                        |                                         |   | (62                    | )      |                   |   | (111   | )     
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                               | Changes in operating assets and liabilities:
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                               |                                              |                                                              | Accounts receivable                     |   |                        | (1,734 | )                 |   |        | (40    | )
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                               |                                              |                                                              | Inventories                             |   |                        | 1,453  |                   |   |        | 661    |  
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                               |                                              |                                                              | Prepaid expenses                        |   |                        | 284    |                   |   |        | 2,626  |  
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                               |                                              |                                                              | Other assets                            |   |                        | (172   | )                 |   |        | (218   | )
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                               |                                              |                                                              | Accounts payable                        |   |                        | 599    |                   |   |        | (1,067 | )
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                               |                                              |                                                              | Accrued expenses                        |   |                        | (172   | )                 |   |        | 578    |  
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                               |                                              |                                                              | Payment of other noncurrent liabilities |   |                        | (38    | )                 |   |        |       |  
|                                                                                                               |                                              |                                                              |                                         |   |                        |        |                   |  
|Net cash provided by operating activities                                                                      |                                              |                                                              | 5,839                                   |   |                        |        | 7,447             |  
|                                                                                                               |                                             
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                              
|Investing activities
Capitalization of internal-use software costs                                             |                                              |                                                              | (1,376                                  | ) |                        |        | (830              | )
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                              
|Purchases of property and equipment                                                                            |                                              |                                                              | (1,171                                  | ) |                        |        | (1,071            | )
|                                                                                                               |                                              |                                                              |                                         |   |                        |        |                   |  
|Net cash used in investing activities                                                                          |                                              |                                                              | (2,547                                  | ) |                        |        | (1,901            | )
|                                                                                                               |                                             
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                              
|Financing activities
Borrowings under revolving credit agreement                                               |                                              |                                                              | 40,850                                  |   |                        |        | 18,050            |  
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                              
|Issuance of redeemable preferred stock subscriptions                                                           |                                              |                                                              | 4,761                                   |   |                        |        |                  |  
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                              
|Issuance of redeemable preferred stock                                                                         |                                              |                                                              |                                        |   |                        |        | 4,938             |  
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                              
|Principal payments on debt                                                                                     |                                              |                                                              | (47,511                                 | ) |                        |        | (28,485           | )
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                              
|Payment of financing costs                                                                                     |                                              |                                                              | (183                                    | ) |                        |        | (187              | )
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                              
|Principal payments on capital leases,net                                                                       |                                              |                                                              | (147                                    | ) |                        |        | (252              | )
|                                                                                                               |                                              |                                                              |                                         |   |                        |        |                   |  
|Net cash used in financing activities                                                                          |                                              |                                                              | (2,230                                  | ) |                        |        | (5,936            | )
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                              
|Effect of exchange rate changes on cash and cash equivalents                                                   |                                              |                                                              | (127                                    | ) |                        |        | 46                |  
|                                                                                                               |                                              |                                                              |                                         |   |                        |        |                   |  
|Increase (decrease) in cash and cash equivalents                                                               |                                              |                                                              | 935                                     |   |                        |        | (344              | )
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                              
|Cash and cash equivalents at beginning of period                                                               |                                              |                                                              | 260                                     |   |                        |        | 508               |  
|                                                                                                               |                                              |                                                              |                                         |   |                        |        |                   |  
|Cash and cash equivalents at end of period                                                                     |                                              | $                                                            | 1,195                                   |   |                        | $      | 164               |  
|                                                                                                               |                                              |                                                              |                                         |   |                        |        |                   |  
|                                                                                                               |                                             
|Supplemental schedule of noncash investing
and financing activities
Dividends and accretion on preferred stock |                                              | $                                                            | 1,058                                   |   |                        | $      | 126               |  

See accompanying notes.

-5-



---



Iron Age Corporation
Notes to Condensed Consolidated
Financial Statements (Unaudited)

October 28, 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 nine month period ended October 28, 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:

|                |  |                        |        |            |  |   |        | 
|--------------- |  | ---------------------- | ------ | ---------- |  | - | ------ | 
|                |  | October 28             |        | January 29
|                |  | 2000                   |        | 2000      
|                |  |                        |        |           
|                |  | (Dollars in Thousands)
|Raw materials   |  | $                      | 2,010  |            |  | $ | 2,602  | 
|               
|               
|               
|               
|Work-in-process |  |                        | 678    |            |  |   | 745    | 
|               
|               
|               
|               
|Finished goods  |  |                        | 30,269 |            |  |   | 31,063 | 
|                |  |                        |        |            |  |   |        | 
|                |  | $                      | 32,957 |            |  | $ | 34,410 | 
|                |  |                        |        |            |  |   |        | 

3. Extraordinary Gain

On July 20, 1999, the Company purchased $9.64 million in principal amount of its
9 7/8% Senior Subordinated Notes due 2008 (the Senior Subordinated Notes) for
$7.66 million. The purchase was funded by $5.1 million of borrowings under the
Companys $61.6 million senior secured credit facility (as amended, the New
Credit Facility) and the issuance of $2.563 million of Holdings Series B
non-voting, redeemable preferred stock with a par value of $0.01 per share (the
Holdings Series B Preferred Stock) to Holdings majority stockholder, Fenway
Partners Capital Fund, L.P. (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 purchase, such
principal amount of the Senior Subordinated Notes was retired.

-6-



---



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 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.

On October 20, 2000, the Company purchased $16.36 million in principal amount of
its Senior Subordinated Notes for $11.861 million. The purchase was funded by
$7.1 million of borrowings under the New Credit Facility and an equity
contribution of $4.761 million from Fenway Partners Capital Fund II, L.P.
(Fenway II), an affiliate of Holdings majority stockholder, Fenway, for which
Fenway II will receive shares of Series C non-voting, redeemable preferred stock
of Holdings (the Holdings Series C Preferred Stock). The Company recorded an
extraordinary gain of $2.285 million, net of unamortized deferred financing
costs of $0.56 million, and income taxes of $1.655 million. Following the
purchase, such principal amount of the Senior Subordinated Notes was retired.

4. Series B Redeemable Preferred Stock

On December 29, 1999, the Companys sole stockholder, Iron Age Holdings
Corporation (Holdings), authorized 2,500 shares of Holdings Series B Preferred
Stock. Holdings issued 1,000 shares of Holdings Series B Preferred Stock to
Holdings majority stockholder, Fenway, 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 shares of 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 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.

-7-



---



5. Comprehensive Income

|                                         |  |                    |       |                   |  |                        |     |             |  |   |       |   |  |   |       | 
|---------------------------------------- |  | ------------------ | ----- | ----------------- |  | ---------------------- | --- | ----------- |  | - | ----- | - |  | - | ----- | 
|                                         |  | Three Months Ended |       | Nine Months Ended
|                                         |  |                    |       |                  
|                                         |  | October 28,        |       | October 30,       |  | October 28,            |     | October 30,
|                                         |  | 2000               |       | 1999              |  | 2000                   |     | 1999       
|                                         |  |                    |       |                   |  |                        |     |            
|                                         |  |                    |       |                   |  | (Dollars in Thousands)
|Net income                               |  | $                  | 2,308 |                   |  | $                      | 860 |             |  | $ | 2,560 |   |  | $ | 1,627 | 
|                                        
|                                        
|                                        
|                                        
|Foreign currency translation (loss) gain |  |                    | (78   | )                 |  |                        | 17  |             |  |   | (127  | ) |  |   | 46    | 
|                                         |  |                    |       |                   |  |                        |     |             |  |   |       |   |  |   |       | 
|Total comprehensive income               |  | $                  | 2,230 |                   |  | $                      | 877 |             |  | $ | 2,433 |   |  | $ | 1,673 | 
|                                         |  |                    |       |                   |  |                        |     |             |  |   |       |   |  |   |       | 

6. 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.

7. Series C Subscribed Redeemable Preferred Stock

In connection with the repurchase of the Senior Subordinated Notes on October
20, 2000 as described in Note 3, Fenway II made an equity contribution of $4.761
million. Fenway II will be issued an aggregate of 1,000 shares of Holdings
Series C Preferred Stock for its equity contribution. The Holdings Series C
Preferred Stock will have a price per share of $4,761 and will have a per share
liquidation preference of $4,761 plus an additional amount equal to $2,332,066
divided by the total number of outstanding and accrued shares of Holdings Series
C Preferred Stock as of the event of liquidation. On liquidation, the Holdings
Series C Preferred Stock will receive all accrued and unpaid dividends, payable
as additional shares of Holdings Series C Preferred Stock. A sale of all or
substantially all of Holdings assets, merger or other change of control will
constitute a liquidation. Dividends will be cumulative at an annual rate of
$985.42 per share and will be payable in-kind, semi-annually in arrears on April
13 and October 13, beginning April 13, 2001. The Holdings Series C Preferred
Stock will rank junior to outstanding shares of Holdings Series A Preferred
Stock, if any, pari passu with the Holdings Series B Preferred Stock and senior
to Holdings common stock in dividends and liquidation. The Holdings Series C
Preferred Stock will be redeemable upon a change of control or a public
offering, as defined in the indenture governing the Companys Senior
Subordinated Notes, at a redemption price equal to the amount that would be paid
to the Holdings Series C Preferred Stock

-8-



---



in the event of 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 C Preferred Stock is reflected in the financial
statements of the Company because the Company is a wholly-owned subsidiary of
Holdings and the amount subscribed for Holdings Series C Preferred Stock was
used to retire a portion of the Companys Senior Subordinated Notes.

-9-



---



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 October 28,
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 Transactions

On February 7, 2000, Fenway purchased Holdings 12 1/8% Senior Discount Notes
due 2009 (the Discount Notes) with a face value of approximately $10.0 million
for approximately $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.

On August 29, 2000, Fenway II purchased Discount Notes with a face value of
approximately $7.3 million for approximately $1.4 million. The purchase resulted
in an income tax liability to Holdings of approximately $0.9 million. In October
2000, Fenway II funded the income tax liability through a capital contribution.

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 July 1999 Transaction). 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 purchase, such
principal amount of the Senior Subordinated Notes was retired. The Company may,
under favorable market conditions, purchase additional Senior Subordinated
Notes.

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 September 1999
Transaction). The purchase was funded by $4.7 million of borrowings under 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.

-10-



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October 2000 Transaction

On October 20, 2000, the Company purchased $16.36 million in principal amount of
its Senior Subordinated Notes for $11.861 million (the October 2000
Transaction). The purchase was funded by $7.1 million of borrowings under the
New Credit Facility and an equity contribution of $4.761 million from Fenway II,
for which Fenway II will receive Holdings Series C Preferred Stock. The Company
recorded an extraordinary gain of $2.285 million, net of unamortized deferred
financing costs of $0.56 million, and income taxes of $1.655 million. Following
the purchase, such principal amount of the Senior Subordinated Notes was
retired.

Results of Operations

Three Months ended October 28, 2000 compared to
Three Months ended October 30, 1999

Net Salesfor the three months ended October 28, 2000 (third quarter 2001)
were $30.5 million compared to $29.6 million for the comparable three month
period ended October 30, 1999 (third quarter 2000), an increase of $0.9
million, or 3.0%. The increase in net sales was primarily attributable to a $0.7
million, or 2.6%, increase in the Companys primary footwear distribution
business line and an increase in net sales in the Companys vision products
business line of $0.2 million.

Gross Profitfor third quarter 2001 was $15.9 million compared to $15.0 million
for third quarter 2000, an increase of $0.9 million, or 6.0%. As a percentage of
net sales, gross profit for third quarter 2001 increased to 52.1%, an increase
of 1.5% from third quarter 2000. The increase in gross profit margin percentage
was attributable to an increase in gross profit percentage in the Companys
primary footwear distribution business line and vision products business line.

Selling, General and Administrative Expensesfor third quarter 2001 were $10.9
million compared to $10.5 million for third quarter 2000, an increase of $0.4
million, or 3.8%, due primarily to the effect of general inflationary increases
in operating expenses, including rising fuel prices that affected Shoemobile and
Opti-Van operating costs and the adverse effect of changes in foreign exchange
rates.

Operating Incomefor third quarter 2001 was $3.5 million compared to $3.2
million for third quarter 2000, an increase of $0.3 million, or 9.4%. As a
percentage of net sales, operating income was 11.5% of net sales for third
quarter 2001 compared to 10.8% of net sales for third quarter 2000. The increase
was primarily attributable to the increase in gross profit as discussed above.

Interest Expensefor third quarter 2001 was $3.1 million compared to $2.8
million for third quarter 2000, an increase of $0.3 million, or 10.7%. The
increase in interest expense was attributable to

-11-



---



increased indebtedness under the New Credit Facility and an increase in interest
rates for third quarter 2001 compared to third quarter 2000.

Income Tax Expensefor third quarter 2001 was an income tax expense of $0.5
million compared to an income tax expense of $0.3 million for third quarter
2000. Income tax expense for third quarter 2001 and income tax expense for third
quarter 2000 differ from that of the statutory income tax rate due primarily to
nondeductible goodwill amortization.

Extraordinary Itemfor third quarter 2001 was an extraordinary gain of $2.285
million, net of a $1.655 million tax expense, due to the repurchase of a portion
of the Senior subordinated Notes in the October 2000 Transaction. Extraordinary
item for third quarter 2000 was an extraordinary gain of $0.88 million, net of a
$0.64 million tax expense, due to the repurchase of a portion of the Senior
Subordinated Notes in the September 1999 Transaction.

Nine Months ended October 28, 2000 compared to
Nine Months ended October 30, 1999

Net Salesfor the nine months ended October 28, 2000 (first three quarters
2001) were $91.6 million compared to $91.0 million for the comparable nine
month period ended October 30, 1999 (first three quarters 2000), an increase
of $0.6 million, or 0.7%. The increase in net sales was primarily attributable a
$1.4 million, or 1.6%, increase in the Companys primary footwear distribution
business line and an increase in net sales in the Companys vision products
business line of $0.3 million. The increase in net sales was partially offset by
a decrease of $0.5 million, or 0.5%, related to the sale of the Companys safety
and medical business products line in May 1999 and a decrease in net sales to
non-affiliated customers in the Companys manufacturing subsidiary of $0.6
million, or 21.3% of net sales in that subsidiary.

Gross Profitfor first three quarters 2001 was $47.3 million compared to $45.9
million for first three quarters 2000, an increase of $1.4 million, or 3.1%. As
a percentage of net sales, gross profit for first three quarters 2001 increased
to 51.7%, an increase of 1.3% from first three quarters 2000. The increase is
generally attributable to improved gross profit margins in the Companys primary
footwear distribution business. The increase in gross margin percentage was also
attributable to a decrease in sales related to the lower gross profit margin
safety and medical products business line.

Selling, General and Administrative Expensesfor first three quarters 2001 were
$32.6 million compared to $31.6 million for first three quarters 2000, an
increase of $1.0 million, or 3.2%, due primarily to the effect of general
inflationary increases in operating expenses, including rising fuel prices that
affected Shoemobile and Opti-Van operating costs and the adverse effect of
changes in foreign exchange rates.

Operating Incomefor first three quarters 2001 was $10.6 million compared to
$10.2 million for first three quarters 2000, an increase of $0.4 million, or
3.9%. As a percentage of net sales, operating income was 11.6% of net sales for
first three quarters 2001 compared to 11.2% of net sales for first

-12-



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three quarters 2000. The increase was primarily attributable to the increase in
gross profit as discussed above.

Interest Expensefor first three quarters 2001 was $8.8 million compared to $9.3
million for first three quarters 2000, a decrease of $0.5 million, or 5.4%. 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, the September 1999 Transaction and the October
2000 Transaction, partially offset by increased indebtedness under the New
Credit Facility and an increase in interest rates.

Income Tax Expensefor first three quarters 2001 was $1.5 million compared to an
income tax expense of $1.1 million for first three quarters 2000. Income tax
expense for first three quarters 2001 and for first three quarters 2000 differ
from that of the statutory income tax rate due primarily to nondeductible
goodwill amortization.

Extraordinary Itemfor first three quarters 2001 was an extraordinary gain of
$2.285 million, net of a $1.655 million tax expense, due to the repurchase of a
portion of the Senior Subordinated Notes in the October 2000 Transaction.
Extraordinary item for first three quarters 2000 was an extraordinary gain of
$1.8 million, net of a $1.3 million tax expense, due to the repurchase of a
portion of the Senior Subordinated Notes in the July 1999 Transaction and the
September 1999 Transaction.

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 the Companys
credit facilities.

Net cash provided by operating activities was $5.8 million for first three
quarters 2001, a decrease of $1.6 million as compared to net cash provided by
operating activities of $7.4 million in first three quarters 2000. The decrease
in cash from operating activities is primarily the result of income tax
prepayments for first three quarters 2001 and overall increases in certain
working capital items.

The Companys investing activities for first three quarters 2001 consisted of
capital expenditures of approximately $1.2 million for improvements in footwear
and vision retail stores, shoemobiles and equipment and approximately $1.4
million for the acquisition of software for internal use. Capital expenditures
of approximately $1.9 million for first three quarters 2000 included capital
expenditures of approximately $1.1 million for improvements in footwear and
vision retail stores, shoemobiles and equipment and approximately $0.8 million
for the acquisition of software for internal use.

The Company used approximately $2.2 million for financing activities for first
three quarters 2001, which included net working capital payments of $1.9
million, excluding the October 2000 Transaction. The Companys financing
activities in first three quarters 2001 also included a

-13-



---



borrowing of $7.1 million on the New Credit Facility in October 2000. The
proceeds were used to pay for a portion of the repurchase of Senior Subordinated
Notes in the October 2000 Transaction. The remaining portion of the repurchase
was provided by a $4.761 million equity contribution from Holdings. The amount
of such equity contribution was provided to Holdings by a $4.761 million equity
contribution from Fenway II, an affiliate of Holdings majority stockholder,
Fenway, for which Fenway II will receive shares of Holdings Series C Preferred
Stock. The Company used approximately $5.9 million from financing activities for
first three quarters 2000 which included net working capital payments of
approximately $5.4 million, excluding the July 1999 Transaction and the
September 1999 Transaction. The Companys financing activities in first three
quarters 2000 also included a borrowing of $5.1 million on the New Credit
Facility in July 1999 and a borrowing of $4.7 million in September 1999. The
proceeds were used to pay for a portion of the repurchase of Senior Subordinated
Notes in the July 1999 Transaction and the September 1999 Transaction. The
remaining portion of the repurchase was provided by a $4.938 million equity
contribution from Holdings. The amount of such equity contribution was provided
to Holdings by a $4.938 million equity contribution from Holdings majority
stockholder, Fenway, for which Fenway received Holdings Series B Preferred
Stock.

The Companys total working capital as of October 28, 2000 was $39.9 million. At
January 29, 2000, working capital was $44.6 million. The primary reason for the
decrease to working capital was an increase in current liabilities related to
current maturities of long-term debt of the New Credit Facility.

Cash flow from operations for first three quarters 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 $0.7 million consists of capital leases and other notes.
As of October 28, 2000, approximately $21.1 million of the Acquisition Credit
Facility and approximately $11.1 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 $18.9 million under the

-14-



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Revolving Credit Facility. The Acquisition Credit Facility matures in quarterly
installments from July 2001 until final payment in April 2004. The Revolving
Credit Facility will mature in April 2004 and has no scheduled interim principal
payments.

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
October 28, 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 year 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 year 2000, and (iv) add to the financial covenants applicable to fiscal
year 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; provided that 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 year 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

-15-



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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.

On September 15, 2000, the New Credit Facility was amended to (i) permit the use
of up to $10,800,000 of the Revolving Credit Facility, on or prior to April 24,
2001, to repurchase Senior Subordinated Notes at or below a price equal to 80%
of par value; provided that no more than 60% of the purchase price of such
Senior Subordinated Notes, after September 1, 2000, comes from borrowings under
the Revolving 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) eliminate as a permitted use of proceeds of the
Acquisition Credit Facility the repurchase of Discount Notes; and (iv) amend the
definition of Permitted Issuance to provide that the equity securities sold to
Fenway shall not be less than its pro rata share of such sale or issuance.

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 derivatives change in fair value will be immediately
recognized in earnings. The Company does not anticipate that the adoption of
this Statement will have a significant effect on its results of operations or
financial position.

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.

-16-



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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.

-17-



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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 dated 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.                                                            

-18-



---



|          |  |                                                                                                                                                |  | 
|--------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------- |  | 
|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.                                                                          | 
|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 Agreement 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.                                                           

-19-



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|          |  |                                                                                                                                              |  | 
|--------- |  | -------------------------------------------------------------------------------------------------------------------------------------------- |  | 
|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.
|10.43     |  | Amendment No. 5 to Banque Nationale de Paris Credit Agreement
dated September 15, 2000.                                                     
|27.1      |  | Financial Data Schedules.                                                                                                                   



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|*    |  | 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.                      

(b) Reports on Form 8-K.

No reports on Form 8-K were filed during the third quarter ended October
28, 2000.

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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: December 11, 2000

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