TABLE OF CONTENTS




|                                                   |                                                                                                |  |  |  |  |  |  | 
|-------------------------------------------------- | ---------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART 1 FINANCIAL INFORMATION                     
|                                                   | Item 1. Financial Statements.                                                                 
|                                                   | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
|                                                   | Item 3. Quantitative and Qualitative Disclosures about Market Risk.                           
|PART II OTHER INFORMATION                         
|                                                   | Item 1. Legal Proceedings.                                                                    
|                                                   | Item 2. Changes in Securities and Use of Proceeds.                                            
|                                                   | Item 3. Defaults upon Senior Securities.                                                      
|                                                   | Item 4. Submission of Matters to a Vote of Security Holders.                                  
|                                                   | Item 5. Other Information.                                                                    
|                                                   | Item 6. Exhibits and Reports on Form 8-K.                                                     
|                                                   | (a) Exhibit Index.                                                                            
|                                                   | (b) Reports on Form 8-K.                                                                      
|Amendment No. 7 and Waiver to the Credit Agreement



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##### Table of Contents



FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

(Mark One)

[ x ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: October 27, 2001

OR

[    ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from: _______ to _______

Commission file number: 333-57011



Iron Age Corporation


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



Robinson Plaza Three, Suite 400, Pittsburgh, Pennsylvania 15205




(412) 787-4100




Not Applicable.


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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
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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##### Table of Contents






PART 1 FINANCIAL INFORMATION




Item 1. Financial Statements.

The following financial statements are presented herein:



| |                                                                        
| | -----------------------------------------------------------------------
| | Consolidated Balance Sheets as of October 27, 2001 and January 27, 2001



| |                                                                                                                          
| | -------------------------------------------------------------------------------------------------------------------------
| | Consolidated Statements of Income (Loss) for the three months and nine months ended October 27, 2001 and October 28, 2000
|
| | Consolidated Statements of Cash Flows for the nine months ended October 27, 2001 and October 28, 2000                    
|
| | Notes to Consolidated Financial Statements                                                                               

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##### Table of Contents



Iron Age Corporation
Consolidated Balance Sheets

|                                           |                                                                                   |   |                        |         |            |   |         |        |  
|------------------------------------------ | --------------------------------------------------------------------------------- | - | ---------------------- | ------- | ---------- | - | ------- | ------ | -
|                                           |                                                                                   |   | October 27             |         | January 27
|                                           |                                                                                   |   | 2001                   |         | 2001      
|                                           |                                                                                   |   |                        |         |           
|                                           |                                                                                   |   | (unaudited)           
|                                           |                                                                                   |   | (Dollars in Thousands)
|Assets                                    
|                                          
|                                          
|                                          
|                                          
|Current assets:                           
|                                          
|                                          
|                                          
|                                          
|                                           | Cash and cash equivalents                                                         |   | $                      | 766     |            |   | $       | 82     |  
|                                          
|                                          
|                                          
|                                          
|                                           | Accounts receivable, net                                                          |   |                        | 14,701  |            |   |         | 16,960 |  
|                                          
|                                          
|                                          
|                                          
|                                           | Inventories (Note 2)                                                              |   |                        | 34,674  |            |   |         | 33,452 |  
|                                          
|                                          
|                                          
|                                          
|                                           | Prepaid expenses                                                                  |   |                        | 2,003   |            |   |         | 2,386  |  
|                                          
|                                          
|                                          
|                                          
|                                           | Assets held for sale, net (Note 5)                                                |   |                        | 539     |            |   |         |       |  
|                                          
|                                          
|                                          
|                                          
|                                           | Deferred income taxes                                                             |   |                        | 835     |            |   |         | 839    |  
|                                           |                                                                                   |   |                        |         |            |   |         |       
|Total current assets                       |                                                                                   |   | 53,518                 |         |            |   | 53,719  |       
|                                          
|                                          
|                                          
|                                          
|Other noncurrent assets                    |                                                                                   |   | 3,724                  |         |            |   | 3,656   |       
|                                          
|                                          
|                                          
|                                          
|Property and equipment, net                |                                                                                   |   | 9,488                  |         |            |   | 10,210  |       
|                                          
|                                          
|                                          
|                                          
|Intangible assets, net                     |                                                                                   |   | 93,906                 |         |            |   | 98,662  |       
|                                           |                                                                                   |   |                        |         |            |   |         |       
|Total assets                               |                                                                                   | $ | 160,636                |         |            | $ | 166,247 |       
|                                           |                                                                                   |   |                        |         |            |   |         |       
|Liabilities and stockholders equity      
|                                          
|                                          
|                                          
|                                          
|Current liabilities:                      
|                                          
|                                          
|                                          
|                                          
|                                           | Current maturities of long-term debt                                              |   | $                      | 6,705   |            |   | $       | 5,194  |  
|                                          
|                                          
|                                          
|                                          
|                                           | Accounts payable                                                                  |   |                        | 5,115   |            |   |         | 3,027  |  
|                                          
|                                          
|                                          
|                                          
|                                           | Accrued expenses                                                                  |   |                        | 7,132   |            |   |         | 6,555  |  
|                                           |                                                                                   |   |                        |         |            |   |         |       
|Total current liabilities                  |                                                                                   |   | 18,952                 |         |            |   | 14,776  |       
|                                          
|                                          
|                                          
|                                          
|Long-term debt, less current maturities    |                                                                                   |   | 87,370                 |         |            |   | 93,272  |       
|                                          
|                                          
|                                          
|                                          
|Other noncurrent liabilities               |                                                                                   |   | 343                    |         |            |   | 380     |       
|                                          
|                                          
|                                          
|                                          
|Deferred income taxes                      |                                                                                   |   | 6,297                  |         |            |   | 5,777   |       
|                                           |                                                                                   |   |                        |         |            |   |         |       
|Total liabilities                          |                                                                                   |   | 112,962                |         |            |   | 114,205 |       
|                                          
|                                          
|                                          
|                                          
|Commitments and contingencies              |                                                                                   |   |                       |         |            |   |        |       
|                                          
|                                          
|                                          
|                                          
|Series B redeemable preferred stock        |                                                                                   |   | 7,537                  |         |            |   | 6,647   |       
|                                          
|                                          
|                                          
|                                          
|Series C redeemable preferred stock        |                                                                                   |   | 6,120                  |         |            |   | 5,152   |       
|                                          
|                                          
|                                          
|                                          
|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                                                               |   |                        | (10,121 | )          |   |         | (4,003 | )
|                                          
|                                          
|                                          
|                                          
|                                           | Other comprehensive loss                                                          |   |                        | (329    | )          |   |         | (221   | )
|                                           |                                                                                   |   |                        |         |            |   |         |       
|Total stockholders equity                 |                                                                                   |   | 34,017                 |         |            |   | 40,243  |       
|                                           |                                                                                   |   |                        |         |            |   |         |       
|Total liabilities and stockholders equity |                                                                                   | $ | 160,636                |         |            | $ | 166,247 |       
|                                           |                                                                                   |   |                        |         |            |   |         |       

See accompanying notes.

-3-



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##### Table of Contents



Iron Age Corporation
Consolidated Statements of Income (Loss) (Unaudited)

|                                        |  |                    |        |                   |  |                        |        |            |  |   |        |   |  |   |        | 
|--------------------------------------- |  | ------------------ | ------ | ----------------- |  | ---------------------- | ------ | ---------- |  | - | ------ | - |  | - | ------ | 
|                                        |  | Three months ended |        | Nine months ended
|                                        |  |                    |        |                  
|                                        |  | October 27         |        | October 28        |  | October 27             |        | October 28
|                                        |  | 2001               |        | 2000              |  | 2001                   |        | 2000      
|                                        |  |                    |        |                   |  |                        |        |           
|                                        |  |                    |        |                   |  | (Dollars in Thousands)
|Net sales                               |  | $                  | 25,487 |                   |  | $                      | 30,504 |            |  | $ | 81,010 |   |  | $ | 91,605 | 
|                                       
|                                       
|                                       
|                                       
|Cost of sales                           |  |                    | 13,087 |                   |  |                        | 14,624 |            |  |   | 39,955 |   |  |   | 44,288 | 
|                                        |  |                    |        |                   |  |                        |        |            |  |   |        |   |  |   |        | 
|Gross profit                            |  |                    | 12,400 |                   |  |                        | 15,880 |            |  |   | 41,055 |   |  |   | 47,317 | 
|                                       
|                                       
|                                       
|                                       
|Selling, general and administrative     |  |                    | 10,929 |                   |  |                        | 10,928 |            |  |   | 31,798 |   |  |   | 32,584 | 
|                                       
|                                       
|                                       
|                                       
|Provision for impairment                |  |                    | 1,800  |                   |  |                        |       |            |  |   | 1,800  |   |  |   |       | 
|                                       
|                                       
|                                       
|                                       
|Depreciation                            |  |                    | 445    |                   |  |                        | 434    |            |  |   | 1,510  |   |  |   | 1,231  | 
|                                       
|                                       
|                                       
|                                       
|Amortization of intangible assets       |  |                    | 1,108  |                   |  |                        | 990    |            |  |   | 3,222  |   |  |   | 2,946  | 
|                                        |  |                    |        |                   |  |                        |        |            |  |   |        |   |  |   |        | 
|Operating (loss) income                 |  |                    | (1,882 | )                 |  |                        | 3,528  |            |  |   | 2,725  |   |  |   | 10,556 | 
|                                       
|                                       
|                                       
|                                       
|Interest expense                        |  |                    | 2,122  |                   |  |                        | 3,053  |            |  |   | 6,430  |   |  |   | 8,777  | 
|                                        |  |                    |        |                   |  |                        |        |            |  |   |        |   |  |   |        | 
|(Loss) income before income taxes       |  |                    | (4,004 | )                 |  |                        | 475    |            |  |   | (3,705 | ) |  |   | 1,779  | 
|                                       
|                                       
|                                       
|                                       
|Income tax (benefit) expense            |  |                    | (653   | )                 |  |                        | 452    |            |  |   | 555    |   |  |   | 1,504  | 
|                                        |  |                    |        |                   |  |                        |        |            |  |   |        |   |  |   |        | 
|(Loss) income before extraordinary item |  |                    | (3,351 | )                 |  |                        | 23     |            |  |   | (4,260 | ) |  |   | 275    | 
|                                       
|                                       
|                                       
|                                       
|Extraordinary gain, net of tax effect   |  |                    |       |                   |  |                        | 2,285  |            |  |   |       |   |  |   | 2,285  | 
|                                        |  |                    |        |                   |  |                        |        |            |  |   |        |   |  |   |        | 
|Net (loss) income                       |  | $                  | (3,351 | )                 |  | $                      | 2,308  |            |  | $ | (4,260 | ) |  | $ | 2,560  | 
|                                        |  |                    |        |                   |  |                        |        |            |  |   |        |   |  |   |        | 

See accompanying notes.

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##### Table of Contents



Iron Age Corporation
Consolidated Statements of Cash Flows (Unaudited)

|                                                                                         |                                                              |                              |         |                        |        |             |         |        |        |  
|---------------------------------------------------------------------------------------- | ------------------------------------------------------------ | ---------------------------- | ------- | ---------------------- | ------ | ----------- | ------- | ------ | ------ | -
|                                                                                         |                                                              |                              |         | Nine months            |        | Nine months
|                                                                                         |                                                              |                              |         | ended                  |        | ended      
|                                                                                         |                                                              |                              |         | October 27             |        | October 28 
|                                                                                         |                                                              |                              |         | 2001                   |        | 2000       
|                                                                                         |                                                              |                              |         |                        |        |            
|                                                                                         |                                                              |                              |         | (Dollars in Thousands)
|Operating activities                                                                    
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|Net (loss) income                                                                        |                                                              | $                            | (4,260  | )                      |        | $           | 2,560   |       
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|Adjustments to reconcile net (loss) income to net cash provided by
operating activities:
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                         | Provision for impairment                                     |                              |         | 1,800                  |        |             |         |       |       
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                         | Extraordinary gain, net of tax                               |                              |         |                       |        |             |         | (2,285 | )     
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                         | Increase in fair market value of interest rate swap          |                              |         | (759                   | )      |             |         |       |       
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                         | Depreciation and amortization                                |                              |         | 5,095                  |        |             |         | 4,532  |       
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                         | Amortization of deferred financing fees included in interest |                              |         | 527                    |        |             |         | 441    |       
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                         | Provision for losses on accounts receivable                  |                              |         | 185                    |        |             |         | 433    |       
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                         | Deferred income taxes                                        |                              |         | 690                    |        |             |         | (62    | )     
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                         | Changes in operating assets and liabilities:                
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                         |                                                              | Accounts receivable          |         |                        | 1,800  |             |         |        | (1,734 | )
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                         |                                                              | Inventories                  |         |                        | (1,261 | )           |         |        | 1,453  |  
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                         |                                                              | Prepaid expenses             |         |                        | 371    |             |         |        | 284    |  
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                         |                                                              | Other assets                 |         |                        | 988    |             |         |        | (172   | )
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                         |                                                              | Accounts payable             |         |                        | 2,088  |             |         |        | 599    |  
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                         |                                                              | Accrued expenses             |         |                        | 568    |             |         |        | (172   | )
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                         |                                                              | Other noncurrent liabilities |         |                        | (37    | )           |         |        | (38    | )
|                                                                                         |                                                              |                              |         |                        |        |             |         |       
|Net cash provided by operating activities                                                |                                                              |                              | 7,795   |                        |        |             | 5,839   |       
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|Investing activities                                                                    
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|Capitalization of internal-use software costs                                            |                                                              |                              | (999    | )                      |        |             | (1,376  | )     
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|Purchases of property and equipment                                                      |                                                              |                              | (1,431  | )                      |        |             | (1,171  | )     
|                                                                                         |                                                              |                              |         |                        |        |             |         |       
|Net cash used in investing activities                                                    |                                                              |                              | (2,430  | )                      |        |             | (2,547  | )     
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|Financing activities                                                                    
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|Borrowings under revolving credit agreement                                              |                                                              |                              | 12,275  |                        |        |             | 40,850  |       
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|Issuance of redeemable preferred stock subscriptions                                     |                                                              |                              |        |                        |        |             | 4,761   |       
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|Principal payments on debt                                                               |                                                              |                              | (16,655 | )                      |        |             | (47,511 | )     
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|Payment of financing costs                                                               |                                                              |                              | (182    | )                      |        |             | (183    | )     
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|Principal payments on capital leases                                                     |                                                              |                              | (11     | )                      |        |             | (147    | )     
|                                                                                         |                                                              |                              |         |                        |        |             |         |       
|Net cash used in financing activities                                                    |                                                              |                              | (4,573  | )                      |        |             | (2,230  | )     
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|Effect of exchange rate changes on cash and cash equivalents                             |                                                              |                              | (108    | )                      |        |             | (127    | )     
|                                                                                         |                                                              |                              |         |                        |        |             |         |       
|Increase in cash and cash equivalents                                                    |                                                              |                              | 684     |                        |        |             | 935     |       
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|Cash and cash equivalents at beginning of period                                         |                                                              |                              | 82      |                        |        |             | 260     |       
|                                                                                         |                                                              |                              |         |                        |        |             |         |       
|Cash and cash equivalents at end of period                                               |                                                              | $                            | 766     |                        |        | $           | 1,195   |       
|                                                                                         |                                                              |                              |         |                        |        |             |         |       
|Supplemental schedule of noncash investing
and financing activities                     
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|Dividends and accretion on preferred stock                                               |                                                              | $                            | 1,858   |                        |        | $           | 1,058   |       
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|Transition adjustment related to the adoption of SFAS No. 133                            |                                                              |                              | 113     |                        |        |             |        |       

See accompanying notes.

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##### Table of Contents



Iron Age Corporation
Notes to Consolidated
Financial Statements (Unaudited)

October 27, 2001

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 27, 2001 are not necessarily indicative of the results that may
be expected for the fiscal year ended January 26, 2002. 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 27, 2001.

2. Inventories

Inventories consist of the following:

|                |  |                        |        |            |  |   |        | 
|--------------- |  | ---------------------- | ------ | ---------- |  | - | ------ | 
|                |  | October 27             |        | January 27
|                |  | 2001                   |        | 2001      
|                |  |                        |        |           
|                |  | (Dollars in Thousands)
|Raw materials   |  | $                      | 2,116  |            |  | $ | 2,116  | 
|               
|               
|               
|               
|Work-in-process |  |                        | 610    |            |  |   | 640    | 
|               
|               
|               
|               
|Finished goods  |  |                        | 31,948 |            |  |   | 30,696 | 
|                |  |                        |        |            |  |   |        | 
|                |  | $                      | 34,674 |            |  | $ | 33,452 | 
|                |  |                        |        |            |  |   |        | 

3. Derivative Financial Instrument

In June 1998, the Financial Accounting Standards Board (FASB) issued Statement
No. 133, Accounting for Derivative Instruments and Hedging Activities (SFAS
No. 133). SFAS No. 133 requires 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 entered into an interest rate swap agreement to modify the interest
characteristics of a portion of its outstanding long-term debt. The interest
rate swap does not meet the criteria

-6-



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##### Table of Contents



for a hedging transaction as defined in SFAS No. 133. The Company recorded the
swap agreement on the balance sheet at fair value and unrealized gains and
losses were recognized in earnings (interest expense) in each period. Upon
adoption, the Company recorded an asset of approximately $0.1 million
representing the fair market value of its interest rate swap agreement and an
offsetting premium on its fixed rate debt. The debt premium is being amortized
to earnings over the life of the debt using the interest method. A gain of
approximately $0.8 million was included in interest expense for the nine months
ended October 27, 2001. The interest rate swap agreement was terminated on
October 19, 2001.

4. Comprehensive (Loss) Income

|                                  |  |                    |        |                   |  |                        |       |             |  |   |        |   |  |   |       |  
|--------------------------------- |  | ------------------ | ------ | ----------------- |  | ---------------------- | ----- | ----------- |  | - | ------ | - |  | - | ----- | -
|                                  |  | Three Months Ended |        | Nine Months Ended
|                                  |  |                    |        |                  
|                                  |  | October 27,        |        | October 28,       |  | October 27,            |       | October 27,
|                                  |  | 2001               |        | 2000              |  | 2001                   |       | 2000       
|                                  |  |                    |        |                   |  |                        |       |            
|                                  |  |                    |        |                   |  | (Dollars in Thousands)
|Net (loss) income                 |  | $                  | (3,351 | )                 |  | $                      | 2,308 |             |  | $ | (4,260 | ) |  | $ | 2,560 |  
|                                 
|                                 
|                                 
|                                 
|Foreign currency translation loss |  |                    | (76    | )                 |  |                        | (78   | )           |  |   | (108   | ) |  |   | (127  | )
|                                  |  |                    |        |                   |  |                        |       |             |  |   |        |   |  |   |       |  
|Total comprehensive (loss) income |  | $                  | (3,427 | )                 |  | $                      | 2,230 |             |  | $ | (4,368 | ) |  | $ | 2,433 |  
|                                  |  |                    |        |                   |  |                        |       |             |  |   |        |   |  |   |       |  

5. Assets Held for Sale

During the three months ended October 27, 2001, the Company initiated a plan to
dispose of certain properties judged to have limited long-term potential and to
re-deploy the proceeds. Assets identified for sale had a net carrying value of
approximately $2.3 million and annualized revenues of approximately $1.3
million. During the three months ended October 27, 2001, the Company recorded
a provision for impairment of $1.8 million to adjust the carrying value of
certain assets to their fair value less cost of disposal.

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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 27,
2001, and the Companys audited consolidated financial statements and Annual
Report on Form 10-K for the fiscal year ended January 27, 2001.

Results of Operations

Three Months ended October 27, 2001
compared to Three Months ended October 28, 2000

Net Salesfor the three months ended October 27, 2001 (third quarter 2002)
were $25.5 million compared to $30.5 million for the comparable three month
period ended October 28, 2000 (third quarter 2001), a decrease of $5.0
million, or 16.4%. The decrease in net sales was attributable to a decrease of
$0.7 million, or 2.3%, in the Companys footwear distribution business line,
related to a large customer order in third quarter 2001 and other decreases of
$3.1 million, or 10.2%, in the Companys footwear distribution business line
related to a decline in the general economic environment, including plant
closings and employee layoffs that affected the Companys customers. The
decrease in net sales was also related to a decrease of $0.7 million, or 2.3%,
in the Companys branded wholesale business line due to reduced sales to the
Companys primary wholesale customer. In addition, the decrease in net sales
was related to a decrease of approximately $0.4 million, or 1.3%, in sales to
non-affiliated customers of the Companys manufacturing facility.

Gross Profitfor third quarter 2002 was $12.4 million compared to $15.9 million
for third quarter 2001, a decrease of $3.5 million, or 22.0%. The decrease in
gross profit was primarily related to the decrease in net sales as discussed
above. As a percentage of net sales, gross profit for third quarter 2002
decreased to 48.7%, a decrease of 3.4% from third quarter 2001, due primarily
to the effect of a greater proportion of sales of lower gross profit percentage
styles in the Companys footwear distribution business and to a reduced gross
profit percentage in the Companys manufacturing subsidiary, relating to
reduced sales and the effect of fixed manufacturing costs in that subsidiary.

Provision for impairmentfor third quarter 2002 was $1.8 million. The provision
for impairment relates to the optical business line which is included in the
caption, Assets Held for Sale, because the Company has committed to a plan to
sell the assets. There are no material favorable effects on the financial
statements associated with assets held for sale. The provision for impairment
includes goodwill and certain other intangible assets, including customer
lists, that the Companys management has determined is impaired.

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Selling, General and Administrative Expensesfor third quarter 2002 were $10.9
million compared to $10.9 million for third quarter 2001.

Operating Incomefor third quarter 2002 was an operating loss of $1.9 million
compared to operating income of $3.5 million for third quarter 2001, a decrease
of $5.4 million, or 154.3%. As a percentage of net sales, operating loss was
7.5% of net sales for third quarter 2002 compared to operating income of 11.5%
of net sales for third quarter 2001. The decrease was primarily attributable to
the decrease in gross profit and the provision for impairment as discussed
above.

Interest Expensefor third quarter 2002 was $2.1 million compared to $3.1
million for third quarter 2001, a decrease of $1.0 million, or 32.3%. The
decrease in interest expense was primarily attributable to decreased
indebtedness of the Company related to the repurchase of a portion of its 9
7/8% Senior Subordinated Notes due 2008 (the Senior Subordinated Notes) in
October 2000 and a decrease in interest rates in third quarter 2002 compared to
third quarter 2001. In addition, the decrease in interest expense relates to
the favorable change of approximately $0.2 million in the fair market value of
the Companys interest rate swap agreement due to a decrease in interest rates
in third quarter 2002.

Income Tax Expensefor third quarter 2002 was an income tax benefit of $0.7
million compared to an income tax expense of $0.5 million for third quarter
2001. Third quarter 2002 and third quarter 2001 reflect the nondeductibility of
goodwill amortization.

Extraordinary Itemfor third quarter 2001 was an extraordinary gain of
approximately $2.3 million, net of an approximate $1.7 million tax expense, due
to the repurchase of a portion of the Senior subordinated Notes in October
2000.

Nine Months ended October 27, 2001 compared
to Nine Months ended October 28, 2000

Net Salesfor the nine months ended October 27, 2001 (first three quarters
2002) were $81.0 million compared to $91.6 million for the comparable nine
month period ended October 28, 2000 (first three quarters 2001), a decrease
of $10.6 million, or 11.6%. The decrease in net sales was attributable to a
decrease of $1.6 million, or 1.7%, in the Companys footwear distribution
business line, related to a large customer order in first three quarters 2001
and other decreases in the Companys footwear distribution business line of
$6.7 million, or 7.3%, related to a decline in the general economic
environment, including plant closings and employee layoffs that affected the
Companys customers. The decrease in net sales was also related to a decrease
of $1.5 million, or 1.6%, in the Companys branded wholesale business line due
to reduced sales to the Companys primary wholesale customer. In addition, net
sales to non-affiliated customers of the Companys manufacturing facility
decreased by $0.7 million, or 0.8%, for first three quarters 2002 compared to
first three quarters 2001.

Gross Profitfor first three quarters 2002 was $41.1 million compared to $47.3
million for first three quarters 2001, a decrease of $6.2 million, or 13.1%.
The decrease in gross profit was primarily related to the decrease in net sales
as discussed above. As a percentage of net sales, gross profit for

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first three quarters 2002 decreased to 50.7%, a decrease of 1.0% from first
three quarters 2001, due primarily to the effect of a greater proportion of
sales of lower gross profit percentage styles in the Companys footwear
distribution business and to a reduced gross profit percentage in the Companys
manufacturing subsidiary, relating to reduced sales and the effect of fixed
manufacturing costs in that subsidiary.

Selling, General and Administrative Expensesfor first three quarters 2002 were
$31.8 million compared to $32.6 million for first three quarters 2001, a
decrease of $0.8 million, or 2.5%, due primarily to the effect of employee
related cost reductions, including commissions, and decreases in advertising
costs. In addition, bad debts declined due to the bankruptcy of a major
customer of the Company that was reflected in first three quarters 2001.

Provision for impairmentfor first three quarters 2002 was $1.8 million. The
provision for impairment relates to the optical business line which is included
in the caption, Assets Held for Sale, because the Company has committed to a
plan to sell the assets. There are no material favorable effects on the
financial statements associated with assets held for sale. The provision for
impairment includes goodwill and certain other intangible assets, including
customer lists, that the Companys management has determined is impaired.

Operating Incomefor first three quarters 2002 was $2.7 million compared to
$10.6 million for first three quarters 2001, a decrease of $7.9 million, or
74.5%. As a percentage of net sales, operating income was 3.3% of net sales for
first three quarters 2002 compared to 11.6% of net sales for first three
quarters 2001. The decrease was primarily attributable to the decrease in
gross profit and the provision for impairment.

Interest Expensefor first three quarters 2002 was $6.4 million compared to
$8.8 million for first three quarters 2001, a decrease of $2.4 million, or
27.3%. The decrease in interest expense was primarily attributable to decreased
indebtedness of the Company related to the repurchase of a portion of the
Senior Subordinated Notes in October 2000 and a decrease in interest rates in
first three quarters 2002 compared to first three quarters 2001. In addition,
the decrease in interest expense relates to the favorable change of
approximately $0.8 million in the fair market value of the Companys interest
rate swap agreement due to decreases in interest rates in first three quarters
2002.

Income Tax Expensefor first three quarters 2002 was a $0.6 million income tax
expense compared to an income tax expense of $1.5 million for first three
quarters 2001. First three quarters 2002 and first three quarters 2001 reflect
the nondeductibility of goodwill amortization. In addition, first three
quarters 2002 included a charge related to the recognition of a valuation
allowance against the deferred tax benefit for state net operating loss
carryforwards. At January 27, 2001, the Company had available state net
operating loss carryforwards of approximately $0.7 million, which expire in
various years beginning in 2002 through 2019. For first three quarters 2002,
the Company reviewed the likelihood of utilizing the state net operating loss
carryforwards and determined that it is currently more likely than not that the
benefit will not be realized. The Company will continually monitor its state
tax position and may determine in the future that some or all of the state net
operating losses becomes realizable. At that point, the valuation allowance
will be reduced to reflect the net realizable amount which will result in an
increase in net income.

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Extraordinary Itemfor first three quarters 2001 was an extraordinary gain of
approximately $2.3 million, net of an approximate $1.7 million tax expense, due
to the repurchase of a portion of the Senior Subordinated Notes in October
2000.

Liquidity and Capital Resources

The Companys primary cash needs are working capital, capital expenditures and
debt service. The Company has financed cash requirements primarily through
internally generated cash flow and funds borrowed under credit facilities.

Net cash provided by operating activities was $7.8 million for first three
quarters 2002, an increase of $2.0 million as compared to net cash provided by
operating activities of $5.8 million in first three quarters 2001. The increase
in cash from operating activities is primarily the result of overall decreases
in certain working capital items.

The Companys investing activities for first three quarters 2002 consisted of
capital expenditures of approximately $1.4 million for improvements in footwear
and vision retail stores, shoemobiles, vision vans and equipment and
approximately $1.0 million for the acquisition of software for internal use.
Capital expenditures of approximately $2.5 million for first three quarters
2001 included capital expenditures of approximately $1.1 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.

The Company used approximately $4.6 million for financing activities for first
three quarters 2002, which primarily consisted of net working capital payments,
including the first installment of approximately $1.6 million related to the
scheduled amortization of the acquisition term loan facility (the Acquisition
Credit Facility), under the $41.1 million, as amended, syndicated senior
secured bank credit facility (the Bank Credit Facility). The Company used
approximately $2.2 million for financing activities for first three quarters
2001, which included net working capital payments of approximately $1.9
million, excluding the effect related to the repurchase of a portion of the
Companys Senior Subordinated Notes in October 2000. The Companys financing
activities in first three quarters 2001 also included a borrowing of $7.1
million under the Bank Credit Facility in October 2000. The proceeds were used
to pay for a portion of the repurchase of approximately $16.4 million of the
Companys Senior Subordinated Notes in October 2000. The remaining portion of
the repurchase was provided by an approximately $4.8 million equity
contribution from the Companys sole stockholder, Iron Age Holdings Corporation
(Holdings). The amount of such equity contribution was provided to Holdings
by an approximately $4.8 million equity contribution from Fenway Partners
Capital Fund II, L.P. (Fenway II), an affiliate of Holdings majority
stockholder, Fenway Partners Capital Fund, L.P. (Fenway), for which Fenway II
received shares of Series C non-voting, redeemable preferred stock of Holdings
(the Holdings Series C Preferred Stock). The Company recorded an
extraordinary gain of approximately $2.3 million, net of unamortized deferred
financing costs of approximately $0.6 million, and income taxes of
approximately $1.7 million. Following the repurchase, such principal amount of
the Senior Subordinated Notes was retired.

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The Companys total working capital as of October 27, 2001 was $34.6 million.
At January 27, 2001, working capital was $38.9 million. The primary reasons for
the decrease to working capital was a decrease in accounts receivable, an
increase in current liabilities related to current maturities of long-term debt
of the Bank Credit Facility and an increase in accounts payable, partially
offset by an increase in inventories. Inventory levels have increased from
January 27, 2001, primarily due to an increase of
approximately $1.2 million in non-slip footwear and increases in
other branded merchandise, as the Company continues its transition to
increased branded styles. In conjunction with the decreased level of sales for
first three quarters 2002, the Companys management has implemented an
inventory reduction plan to reduce inventory to a level that is expected to
support future sales volume.

Cash flow from operations for first three quarters 2002 was sufficient to cover
debt service requirements under the Bank 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 Bank 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, including
approximately $6.7 million that will become due within the next twelve month
period. 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 Bank 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 Bank Credit
Facility and certain other debt. The Bank Credit Facility, as amended,
consists of a $21.1 million Acquisition Credit Facility and $20.0 million in
revolving credit loans, letters of credit and swing line loans (the Revolving
Credit Facility). The Companys other debt of $0.8 million consists of capital
leases and other notes. As of October 27, 2001, approximately $19.5 million of
the Acquisition Credit Facility and approximately $8.7 million of the Revolving
Credit Facility were outstanding. The Company has no additional borrowing
availability under the Acquisition Credit Facility and approximately $11.3
million under the 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

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Senior Subordinated Notes, expenses, indemnification or otherwise. As of
October 27, 2001, none of the Companys Domestic Restricted Subsidiaries was a
Material Subsidiary, and therefore no Subsidiary Guaranty was in force or
effect.

Amendment to the Bank Credit Facility

On December 10, 2001, the Bank Credit Facility was amended to (i) amend the
definition of Applicable Margin; (ii) amend the definition of earnings before
interest, taxes, depreciation and amortization (EBITDA) and Loan Value, (iii) amend certain
negative covenants, (iv) amend certain covenants relating to the Leverage
Ratio, Fixed Charge Coverage Ratio, Interest Coverage Ratio and Capital
Expenditures for fiscal 2002 and fiscal 2003 and add a Senior Leverage Ratio
for fiscal 2003 and (v) waive the restriction of asset sales, in order to
permit the sale of assets related to the optical business line.

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 adopted the Statement effective with the first fiscal quarter of
fiscal year 2002. The Statement requires 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. Based upon the Companys derivative position at January 27, 2001, the Company,
upon adoption, recorded an asset of approximately $0.1 million representing the
fair market value of its interest rate swap agreement and an offsetting premium
on its fixed rate debt. Subsequent changes in the fair value of the Companys
interest rate swap agreement were recognized immediately in earnings. The debt
premium is being amortized to earnings over the life of the debt using the
interest method. The interest rate swap agreement was terminated on October
19, 2001.

In June 2001, the Financial Accounting Standards Board issued Statements of
Financial Accounting Standards No. 141, Business Combinations, and No. 142,
Goodwill and Other Intangible Assets, effective for fiscal years beginning
after December 15, 2001. Under the new rules, goodwill and intangible assets
deemed to have indefinite lives will no longer be amortized but will be subject
to annual impairment tests in accordance with the Statements. Other intangible
assets will continue to be amortized over their useful lives.

The Company will apply the new rules on accounting for goodwill and other
intangible assets beginning in the first quarter of the 2003 fiscal year. The
company will perform the first of the

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required impairment tests of goodwill and indefinite lived intangible assets as
of January 27, 2002 and has not yet determined what the effect of these tests
will be on the earnings and financial position of the Company. The Company has
also not determined the effect that the nonamortization provisions of the
Statement will have on net income each year after adoption.

In August 2001, Statement of Financial Accounting Standards No. 144 (FAS
144), Accounting for the Impairment or Disposal of Long-Lived Assets, was
issued. This Statement addresses financial accounting and reporting for the
impairment or disposal of long-lived assets. This Statement supercedes FAS
Statement No. 121, Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed Of, and the accounting and reporting
provisions of Accounting Principles Board (APB) Opinion No. 30, Reporting
the Results of Operations-Reporting the Effects of Disposal of a Segment of a
Business, and Extraordinary, Unusual and Infrequently Occurring Events and
Transactions, for the disposal of a segment of a business (as previously
defined in that Opinion). FAS 144 is effective for the Companys fiscal year
ended January 25, 2003. Holdings is currently assessing, but has not yet
determined, the impact of FAS 144 on its financial position and results of
operations.

Inflation and Changing Prices

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

Forward Looking Statements

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

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Item 3. Quantitative and Qualitative Disclosures about Market Risk.

The Company is exposed to market risk primarily from changes in interest rates
and foreign exchange rates.

The following discussion of the Companys exposure to various market risks
contains forward looking statements that are subject to risks and
uncertainties. These projected results have been prepared utilizing certain
assumptions considered reasonable in the circumstances and in light of
information currently available to the Company. Nevertheless, because of the
inherent unpredictability of interest rates and foreign currency translation
rates, actual results could differ materially from those projected in such
forward looking statements.

Interest Rates

At October 27, 2001, the Company had fixed-rate debt totaling $65.8 million in
principal amount and having a fair value of $40.4 million. These instruments
bear interest at a fixed rate and, therefore, do not expose the Company to the
risk of earnings loss due to changes in market interest rates. However, the
fair value of these instruments would decrease (to the holder) by approximately
$3.3 million if interest rates were to increase by 10% from their levels at
October 27, 2001 (i.e., an increase from the weighted average interest rate of
9.9% to a weighted average interest rate of 10.9%).

At October 27, 2001, the Company had variable-rate debt totaling $28.2 million
in principal amount and having a fair value of $28.2 million. These borrowings
are under the Bank Credit Facility. If interest rates were to increase by 10%
from their levels at October 27, 2001, the Company would incur additional
annual interest expense of approximately $0.2 million.

Foreign Exchange Rates

Information relating to the sensitivity to foreign currency exchange rate
changes is omitted as foreign exchange exposure risk has not materially changed
from that disclosed in the Companys Annual Report on Form 10-K for the year
ended January 27, 2001.

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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(1)   |  | Iron Age Certificate of Incorporation, as amended.                                                                                                      
|        
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|3.2(1)   |  | Iron Age By-laws.                                                                                                                                       
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|4.1(1)   |  | Indenture dated as of April 24, 1998.                                                                                                                   
|        
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|10.1(1)  |  | Credit Agreement dated as of April 24, 1998.                                                                                                            
|        
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|10.2(1)  |  | Security Agreement dated April 24, 1998.                                                                                                                
|        
|        
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|10.3(1)  |  | Intellectual Property Security Agreement dated April 24, 1998.                                                                                          
|        
|        
|        
|        
|10.4(1)  |  | Canadian Security Agreement dated April 24, 1998.                                                                                                       
|        
|        
|        
|        
|10.5(1)  |  | Mortgage, Assignment of Leases and Rents, Fixture Filing, Security
Agreement and Financing Statement dated February 26, 1997, as amended
April 24, 1998.
|        
|        
|        
|        
|10.6(1)  |  | Intercompany Subordination agreement dated April 24, 1998.                                                                                              
|        
|        
|        
|        
|10.7(1)  |  | Subsidiary Guaranty dated April 24, 1998.                                                                                                               
|        
|        
|        
|        
|10.8(1)  |  | Iron Age Trademark License Agreement with W.L Gore & Associates, Inc.
dated August 15, 1994.                                                            
|        
|        
|        
|        
|10.9(1)  |  | Falcon Trademark License Agreement with W.L. Gore & Associates, Inc. dated
July 25, 1994.                                                               
|        
|        
|        
|        
|10.10(1) |  | Falcon Manufacturing Certification Agreement with W.L Gore &
Associates, Inc. dated July 25, 1994.                                                      
|        
|        
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|        
|10.11(1) |  | General Services Administration Contract effective July 26, 1994, as modified
May 24, 1995.                                                             

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|         |  |                                                                                                                                               
|-------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------
|        
|        
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|10.12(1) |  | Amended and Restated Management Agreement dated as of February 26, 1997.                                                                      
|        
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|10.13(1) |  | Stockholders Agreement dated as of February 26, 1997.                                                                                         
|        
|        
|        
|        
|10.14(1) |  | Amendment No. 1 to Stockholders Agreement dated as of March 25, 1997.                                                                         
|        
|        
|        
|        
|10.15(1) |  | American Home Assurance Company Joinder to the Stockholders Agreement
dated as of March 25, 1997.                                             
|        
|        
|        
|        
|10.16(1) |  | Banque Nationale de Paris Joinder to the Stockholders Agreement dated as of
March 25, 1997.                                                   
|        
|        
|        
|        
|10.17(1) |  | Stock Option Plan dated February 26, 1997.                                                                                                    
|        
|        
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|        
|10.18(1) |  | Securities Purchase Agreement dated February 26, 1997.                                                                                        
|        
|        
|        
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|10.19(1) |  | Stock Purchase Agreement dated as of December 26, 1996.                                                                                       
|        
|        
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|10.20(1) |  | Amendment No. 1 to the Stock Purchase Agreement dated as of February 26, 1997.                                                                
|        
|        
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|        
|10.21(1) |  | 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(1) |  | Jerusalem, New York Lease Agreement dated December 9, 1992, as amended
January 1, 1994, as amended April 1997.                                
|        
|        
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|        
|10.23(1) |  | Jerusalem, New York Lease Agreement dated June 20, 1997, as amended
January 9, 1998.                                                          
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|        
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|        
|10.24(1) |  | Lewiston, Maine Lease Agreement dated January 14, 1994.                                                                                       
|        
|        
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|        
|10.25(1) |  | Lewiston, Maine Lease Agreement dated November 30, 1990, as amended
June 8, 1994.                                                             
|        
|        
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|        
|10.26(1) |  | Ontario, Canada Lease Agreement dated June 11, 1991, as amended
November 23, 1995.                                                            
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|10.27(1) |  | Jensen Employment Agreement dated February 26, 1997.                                                                                          
|        
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|10.28(1) |  | Mills Employment Agreement dated November 20, 1995.                                                                                           
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|10.29(1) |  | McDonough Employment Agreement dated November 20, 1995.                                                                                       
|        
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|10.30(1) |  | Johanson Employment Agreement date August 1, 1994.                                                                                            
|        
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|10.31(1) |  | Johanson Non-Competition Agreement dated August 1, 1994.                                                                                      
|        
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|        
|10.32(2) |  | Taaffe Severance Agreement dated January 13, 1999.                                                                                            
|        
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|10.33(2) |  | Taaffe Agreement and General Release dated January 13, 1999.                                                                                  
|        
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|        
|10.34(2) |  | Letter Waiver to Banque Nationale de Paris Credit Agreement dated
August 28, 1998.                                                            
|        
|        
|        
|        
|10.35(2) |  | Amendment No. 2 and Waiver to Banque Nationale de Paris Credit
Agreement dated February 26, 1999.                                             
|        
|        
|        
|        
|10.36(2) |  | Election to reduce Acquisition Commitment of Banque Nationale de Paris
Credit Agreement dated March 5, 1999                                   
|        
|        
|        
|        
|10.37(3) |  | Amendment No. 3 to Banque Nationale de Paris Credit Agreement dated
June 23, 1999.                                                            
|        
|        
|        
|        
|10.38(4) |  | Amendment No. 4 to Banque Nationale de Paris Credit Agreement dated
March 17, 2000.                                                           
|        
|        
|        
|        
|10.39(4) |  | Amendment No. 1 to Stock Option Plan dated April 8, 1999.                                                                                     
|        
|        
|        
|        
|10.40(4) |  | Amendment No. 2 to Stock Option Plan dated January 29, 2000.                                                                                  
|        
|        
|        
|        
|10.41(4) |  | Johanson Consulting Agreement dated February 1, 2000.                                                                                         
|        
|        
|        
|        
|10.42(4) |  | Certificate of Designation, Preferences and Rights of the Series B
Preferred Stock of Iron Age Holdings Corporation dated December 29, 1999.  
|        
|        
|        
|        
|10.43(5) |  | Amendment No. 5 to Banque Nationale de Paris Credit Agreement dated
September 15, 2000.                                                       
|        
|        
|        
|        
|10.44(6) |  | Certificate of Designation, Preferences and Rights of the Series C Preferred Stock of                                                         

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##### Table of Contents



|         |  |                                                                                       
|-------- |  | --------------------------------------------------------------------------------------
|        
|        
|        
|        
|         |  | Iron Age Holdings Corporation dated December 29, 2000.                                
|        
|        
|        
|        
|10.45(6) |  | Amendment No. 6 to Banque Nationale de Paris Credit Agreement dated
April 24, 2001.   
|        
|        
|        
|        
|10.46    |  | Amendment No. 7 to Banque Nationale de Paris Credit Agreement dated
December 10, 2001.
|        
|        
|        
|        
|21.1(1)  |  | Subsidiaries of Iron Age.                                                             



|(1) |  | Incorporated by reference to the similarly numbered exhibit in the
Companys Registration Statement on Form S-4, No. 333-57009, filed June
17, 1998.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------
|   
|   
|   
|   
|   
|(2) |  | Incorporated by reference to the similarly numbered exhibit in the
Companys Annual Report on
Form 10-K, filed April 30, 1999.                      
|   
|   
|   
|   
|   
|(3) |  | Incorporated by reference to the similarly numbered exhibit in the
Companys Quarterly Report on
Form 10-Q, filed September 14, 1999.               
|   
|   
|   
|   
|   
|(4) |  | Incorporated by reference to the similarly numbered exhibit in the
Companys Annual Report on
Form 10-K, filed April 18, 2000.                      
|   
|   
|   
|   
|   
|(5) |  | Incorporated by reference to the similarly numbered exhibit in the
Companys Quarterly Report on
Form 10-Q, filed December 11, 2000.                
|   
|   
|   
|   
|   
|(6) |  | Incorporated by reference to the similarly numbered exhibit in the
Companys Annual Report on
Form 10-K, filed April 26, 2001.                      

| |  |                                                                                   
| |  | ----------------------------------------------------------------------------------
| |  | (b) Reports on Form 8-K.                                                          
|
| |  | No reports on Form 8-K were filed during the third quarter ended October
27, 2001.

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##### Table of Contents



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/ Bart R. Huchel                                                                                                   
|                         |  |                                                                                                                          
|Dated: December 11, 2001 |  | Name: Bart R. Huchel
Title: Executive Vice President
Chief Financial Officer
(Principal financial and accounting officer)

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