##### Table of Contents






Form 10-Q

SECURITIES AND EXCHANGE COMMISSIONS

Washington, D.C. 20549


(Mark One)

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



OR



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




Commission file number: 333-57011

IRON AGE CORPORATION


(Exact name of registrant as specified in its
charter)


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

Robinson Plaza Three, Suite 400, Pittsburgh, Pennsylvania
 15205

(Address of principal executive offices) (Zip
 Code)


(412) 787-4100

(Registrants telephone number, including area
code)


Not Applicable.

(Former name, former address and former fiscal
year, if changed since last report)


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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY



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.                                                                 
|                                | 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.                                                     



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PART 1  FINANCIAL INFORMATION






|        |                      
|------- | ---------------------
|Item 1. | Financial Statements.

| |  |                                                                                                                        |  | 
| |  | ---------------------------------------------------------------------------------------------------------------------- |  | 
| |  | The following financial statements are presented herein:                                                              
| |  | Condensed Consolidated Balance Sheets as of July 31, 1999 and January 30, 1999                                        
| |  | Condensed Consolidated Statements of Income for the three months and six months ended July 31, 1999 and August 1, 1998
| |  | Condensed Consolidated Statements of Cash Flows for the six months ended July 31, 1999 and August 1, 1998             
| |  | Notes to Condensed Consolidated Financial Statements                                                                  

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##### Table of Contents



Iron Age Corporation

Condensed Consolidated Balance Sheets


|                                               |                                                                              |                        |         |            |   |   |         |        |  
|---------------------------------------------- | ---------------------------------------------------------------------------- | ---------------------- | ------- | ---------- | - | - | ------- | ------ | -
|                                               |                                                                              | July 31                |         | January 30
|                                               |                                                                              | 1999                   |         | 1999      
|                                               |                                                                              |                        |         |           
|                                               |                                                                              | (unaudited)            |         |           
|                                               |                                                                              |                       
|                                               |                                                                              | (Dollars in Thousands)
|                                              
|                                              
|                                              
|                                              
|Assets                                         |                                                                              |                        |         |            |   |   |         |       
|                                              
|                                              
|                                              
|                                              
|Current assets:                                |                                                                              |                        |         |            |   |   |         |       
|                                               | Cash and cash equivalents                                                    |                        | $       | 409        |   |   | $       | 508    |  
|                                               | Accounts receivable, net                                                     |                        |         | 15,921     |   |   |         | 17,455 |  
|                                               | Inventories (Note 2)                                                         |                        |         | 36,155     |   |   |         | 36,681 |  
|                                               | Prepaid expenses                                                             |                        |         | 1,527      |   |   |         | 4,433  |  
|                                               | Deferred income taxes                                                        |                        |         | 862        |   |   |         | 861    |  
|                                               |                                                                              |                        |         |            |   |   |         |       
|Total current assets                           |                                                                              |                        | 54,874  |            |   |   | 59,938  |       
|                                              
|Notes receivable and other assets              |                                                                              |                        | 1,073   |            |   |   | 431     |       
|Property and equipment, net                    |                                                                              |                        | 10,711  |            |   |   | 11,008  |       
|Intangible assets, net                         |                                                                              |                        | 105,358 |            |   |   | 107,851 |       
|                                               |                                                                              |                        |         |            |   |   |         |       
|Total assets                                   |                                                                              | $                      | 172,016 |            |   | $ | 179,228 |       
|                                               |                                                                              |                        |         |            |   |   |         |       
|                                              
|Liabilities and stockholders equity           |                                                                              |                        |         |            |   |   |         |       
|                                              
|                                              
|                                              
|                                              
|Current liabilities:                           |                                                                              |                        |         |            |   |   |         |       
|                                               | Current maturities of long-term debt                                         |                        | $       | 500        |   |   | $       | 544    |  
|                                               | Accounts payable                                                             |                        |         | 1,624      |   |   |         | 3,307  |  
|                                               | Accrued expenses                                                             |                        |         | 7,380      |   |   |         | 8,134  |  
|                                               |                                                                              |                        |         |            |   |   |         |       
|Total current liabilities                      |                                                                              |                        | 9,504   |            |   |   | 11,985  |       
|                                              
|Long-term debt, less current maturities        |                                                                              |                        | 115,222 |            |   |   | 123,130 |       
|Accrued pension liability                      |                                                                              |                        | 443     |            |   |   | 516     |       
|Deferred income taxes                          |                                                                              |                        | 5,621   |            |   |   | 5,728   |       
|                                               |                                                                              |                        |         |            |   |   |         |       
|Total liabilities                              |                                                                              |                        | 130,790 |            |   |   | 141,359 |       
|Commitments and contingencies                  |                                                                              |                        |        |            |   |   |        |       
|Subscribed redeemable preferred stock (Note 4) |                                                                              |                        | 2,572   |            |   |   |        |       
|                                              
|                                              
|                                              
|                                              
|                                              
|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                                                          |                        |         | (5,656     | ) |   |         | (6,412 | )
|                                               | Other comprehensive loss                                                     |                        |         | (157       | ) |   |         | (186   | )
|                                               |                                                                              |                        |         |            |   |   |         |       
|Total stockholders equity                     |                                                                              |                        | 38,654  |            |   |   | 37,869  |       
|                                               |                                                                              |                        |         |            |   |   |         |       
|Total liabilities and stockholders equity     |                                                                              | $                      | 172,016 |            |   | $ | 179,228 |       
|                                               |                                                                              |                        |         |            |   |   |         |       




See accompanying notes.


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Iron Age Corporation

Condensed Consolidated Statements of Income (Unaudited)


|                                                         |  |                        |        |                  |  |         |        |          |  |   |        |   |  |   |        |  
|-------------------------------------------------------- |  | ---------------------- | ------ | ---------------- |  | ------- | ------ | -------- |  | - | ------ | - |  | - | ------ | -
|                                                         |  |                        |        |                 
|                                                         |  | Three months ended     |        | Six months ended
|                                                         |  |                        |        |                 
|                                                         |  | July 31                |        | August 1         |  | July 31 |        | August 1
|                                                         |  | 1999                   |        | 1998             |  | 1999    |        | 1998    
|                                                         |  |                        |        |                  |  |         |        |         
|                                                         |  |                       
|                                                         |  | (Dollars in Thousands)
|Net sales                                                |  | $                      | 28,478 |                  |  | $       | 29,112 |          |  | $ | 61,385 |   |  | $ | 61,279 |  
|Cost of sales                                            |  |                        | 14,097 |                  |  |         | 14,805 |          |  |   | 30,516 |   |  |   | 30,848 |  
|                                                         |  |                        |        |                  |  |         |        |          |  |   |        |   |  |   |        |  
|Gross profit                                             |  |                        | 14,381 |                  |  |         | 14,307 |          |  |   | 30,869 |   |  |   | 30,431 |  
|                                                        
|Selling, general and administrative                      |  |                        | 10,436 |                  |  |         | 11,112 |          |  |   | 21,081 |   |  |   | 24,079 |  
|Depreciation                                             |  |                        | 475    |                  |  |         | 426    |          |  |   | 919    |   |  |   | 850    |  
|Amortization of intangible assets                        |  |                        | 897    |                  |  |         | 878    |          |  |   | 1,801  |   |  |   | 1,724  |  
|                                                         |  |                        |        |                  |  |         |        |          |  |   |        |   |  |   |        |  
|Operating income                                         |  |                        | 2,573  |                  |  |         | 1,891  |          |  |   | 7,068  |   |  |   | 3,778  |  
|                                                        
|Interest expense                                         |  |                        | 3,142  |                  |  |         | 3,305  |          |  |   | 6,504  |   |  |   | 5,986  |  
|                                                         |  |                        |        |                  |  |         |        |          |  |   |        |   |  |   |        |  
|(Loss) income before income taxes and extraordinary item |  |                        | (569   | )                |  |         | (1,414 | )        |  |   | 564    |   |  |   | (2,208 | )
|                                                        
|Income tax (benefit) provision                           |  |                        | (19    | )                |  |         | (295   | )        |  |   | 721    |   |  |   | (397   | )
|                                                         |  |                        |        |                  |  |         |        |          |  |   |        |   |  |   |        |  
|Loss before extraordinary item                           |  |                        | (550   | )                |  |         | (1,119 | )        |  |   | (157   | ) |  |   | (1,811 | )
|                                                        
|Extraordinary gain (loss), net of tax effect (Note 3)    |  |                        | 924    |                  |  |         |       |          |  |   | 924    |   |  |   | (4,015 | )
|                                                         |  |                        |        |                  |  |         |        |          |  |   |        |   |  |   |        |  
|Net income (loss)                                        |  | $                      | 374    |                  |  | $       | (1,119 | )        |  | $ | 767    |   |  | $ | (5,826 | )
|                                                         |  |                        |        |                  |  |         |        |          |  |   |        |   |  |   |        |  




See accompanying notes.


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Iron Age Corporation

Condensed Consolidated Statements of Cash Flows (Unaudited)


|                                                                                                    |                                                              |                             |         |                  |        |   |          |       |         |  
|--------------------------------------------------------------------------------------------------- | ------------------------------------------------------------ | --------------------------- | ------- | ---------------- | ------ | - | -------- | ----- | ------- | -
|                                                                                                    |                                                              | Six months ended            |         | Six months ended
|                                                                                                    |                                                              | July 31                     |         | August 1        
|                                                                                                    |                                                              | 1999                        |         | 1998            
|                                                                                                    |                                                              |                             |         |                 
|                                                                                                    |                                                              |                            
|                                                                                                    |                                                              | (Dollars in Thousands)     
|                                                                                                   
|                                                                                                   
|                                                                                                   
|                                                                                                   
|Operating activities                                                                                |                                                              |                             |         |                  |        |   |          |      
|Net income (loss)                                                                                   |                                                              | $                           | 767     |                  |        | $ | (5,826   | )    
|                                                                                                   
|                                                                                                   
|                                                                                                   
|                                                                                                   
|Adjustments to reconcile net income (loss) to net cash
	provided by (used in) operating activities: |                                                              |                             |         |                  |        |   |          |      
|                                                                                                    | Extraordinary item, net of tax                               |                             |         | (924             | )      |   |          | 4,015 |        
|                                                                                                    | Depreciation and amortization                                |                             |         | 2,956            |        |   |          | 2,793 |        
|                                                                                                    | Amortization of deferred financing fees included in interest |                             |         | 496              |        |   |          | 191   |        
|                                                                                                    | Provision for losses on accounts receivable                  |                             |         | 60               |        |   |          | 60    |        
|                                                                                                    | Deferred income taxes                                        |                             |         | (107             | )      |   |          | (493  | )      
|                                                                                                   
|                                                                                                   
|                                                                                                   
|                                                                                                   
|Changes in operating assets and liabilities:                                                        |                                                              |                             |         |                  |        |   |          |      
|                                                                                                    |                                                              | Accounts receivable         |         |                  | 1,474  |   |          |       | 760     |  
|                                                                                                    |                                                              | Inventories                 |         |                  | 526    |   |          |       | 741     |  
|                                                                                                    |                                                              | Prepaid expenses            |         |                  | 2,177  |   |          |       | 58      |  
|                                                                                                    |                                                              | Other assets                |         |                  | (170   | ) |          |       | (357    | )
|                                                                                                    |                                                              | Accounts payable            |         |                  | (1,683 | ) |          |       | (1,246  | )
|                                                                                                    |                                                              | Accrued expenses            |         |                  | (697   | ) |          |       | (1,109  | )
|                                                                                                    |                                                              |                             |         |                  |        |   |          |      
|Net cash provided by (used in) operating activities                                                 |                                                              |                             | 4,875   |                  |        |   | (413     | )    
|                                                                                                   
|                                                                                                   
|                                                                                                   
|                                                                                                   
|                                                                                                   
|Investing activities                                                                                |                                                              |                             |         |                  |        |   |          |      
|Net cash used in business acquisitions                                                              |                                                              |                             |        |                  |        |   | (5,240   | )    
|Capitalization of internal-use software costs                                                       |                                                              |                             | (545    | )                |        |   |         |      
|Purchases of property and equipment                                                                 |                                                              |                             | (858    | )                |        |   | (1,019   | )    
|                                                                                                    |                                                              |                             |         |                  |        |   |          |      
|Net cash used in investing activities                                                               |                                                              |                             | (1,403  | )                |        |   | (6,259   | )    
|                                                                                                   
|                                                                                                   
|                                                                                                   
|                                                                                                   
|                                                                                                   
|Financing activities                                                                                |                                                              |                             |         |                  |        |   |          |      
|Borrowing under revolving credit agreement                                                          |                                                              |                             | 13,100  |                  |        |   | 37,600   |      
|Proceeds from senior subordinated notes                                                             |                                                              |                             |        |                  |        |   | 100,000  |      
|Issuance of redeemable preferred stock subscriptions                                                |                                                              |                             | 2,563   |                  |        |   |         |      
|Contribution by Holdings                                                                            |                                                              |                             |        |                  |        |   | 6,380    |      
|Principal payment on debt                                                                           |                                                              |                             | (18,903 | )                |        |   | (114,585 | )    
|Payment of financing costs                                                                          |                                                              |                             | (187    | )                |        |   | (5,093   | )    
|Call premium on early extinguishment of old subordinated notes                                      |                                                              |                             |        |                  |        |   | (1,562   | )    
|Redemption of Preferred Stock, including                                                            |                                                              |                             |         |                  |        |   |          |      
|                                                                                                    |                                                              | Cumulative unpaid dividends |         |                  |       |   |          |       | (17,664 | )
|Principal payments on capital leases                                                                |                                                              |                             | (173    | )                |        |   | (14      | )    
|                                                                                                    |                                                              |                             |         |                  |        |   |          |      
|Net cash (used in) provided by financing activities                                                 |                                                              |                             | (3,600  | )                |        |   | 5,062    |      
|Effect of exchange rate changes on cash and cash equivalents                                        |                                                              |                             | 29      |                  |        |   | (116     | )    
|                                                                                                    |                                                              |                             |         |                  |        |   |          |      
|Decrease in cash and cash equivalents                                                               |                                                              |                             | (99     | )                |        |   | (1,726   | )    
|Cash and cash equivalents at beginning of period                                                    |                                                              |                             | 508     |                  |        |   | 2,060    |      
|                                                                                                    |                                                              |                             |         |                  |        |   |          |      
|Cash and cash equivalents at end of period                                                          |                                                              | $                           | 409     |                  |        | $ | 334      |      
|                                                                                                    |                                                              |                             |         |                  |        |   |          |      




See accompanying notes.


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Iron Age Corporation

Notes to Condensed Consolidated


Financial Statements (Unaudited)


July 31, 1999

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 six month period
ended July 31, 1999 are not necessarily indicative of the
results that may be expected for the fiscal year ended
January 29, 2000. 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 30,
1999.

2. Inventory

|                                      |  |         |        |            |  |   |        | 
|------------------------------------- |  | ------- | ------ | ---------- |  | - | ------ | 
|                                      |  | July 31 |        | January 30
|                                      |  | 1999    |        | 1999      
|Inventories consist of the following: |  |         |        |           
|Raw materials                         |  | $       | 1,989  |            |  | $ | 2,328  | 
|Work-in-process                       |  |         | 772    |            |  |   | 815    | 
|Finished goods                        |  |         | 33,394 |            |  |   | 33,538 | 
|                                      |  |         |        |            |  |   |        | 
|                                      |  | $       | 36,155 |            |  | $ | 36,681 | 
|                                      |  |         |        |            |  |   |        | 

3. Extraordinary Gain

On July 20, 1999, the Company repurchased $9.64 million
 in principal amount of its 9 7/8% Senior Subordinated Notes
 due 2008 (the Senior Subordinated Notes) for
$7.66 million. The Company recorded an extraordinary gain of
 $0.92 million, net of unamortized deferred financing costs
of $0.38 million and income taxes of $0.67 million.

4. Subscribed Redeemable Preferred Stock

Effective July 20, 1999, in connection with the repurchase
of the Senior Subordinated Notes as described in Note 3, the
 Company borrowed $5.1 million under its new credit facility
 (the New Credit Facility) and Fenway Partners
Capital Fund, L.P., Holdings (as defined below) majority
stockholder, made an equity contribution of $2.56 million
for which Holdings will issue Series B Preferred Stock.

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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 July 31, 1999, and the Companys audited
consolidated financial statements and Annual Report on
Form 10-K for the fiscal year ended January 30, 1999.

July 1999 Transaction

On July 20, 1999, the Company repurchased $9.64 million
 in principal amount of the Senior Subordinated Notes for
$7.66 million. The purchase price was funded by
$5.1 million of borrowings under the New Credit Facility and
 a $2.56 million equity contribution from Holdings
majority stockholder, Fenway Partners Capital Fund, L.P., for
which Fenway Partners Capital Fund, L.P. will receive
Series B Preferred Stock. The Company recorded an
extraordinary gain of $0.92 million, net of unamortized
deferred financing costs of $0.38 million, and income taxes
of $0.67 million. Following the repurchase, such principal
amount of the Senior Subordinated Notes was retired. The
transaction described in this paragraph is referred to herein as
the July 1999 Transaction. The Company may,
under favorable market conditions, repurchase additional Senior
Subordinated Notes.

April 1998 Transactions

On April 24, 1998, (i) Iron Age Holdings Corporation
(Holdings), the parent company of Iron Age, issued
its 12 1/8% Senior Discount Notes due 2009 (the
Discount Notes) in an aggregate principal amount at
maturity of $45.14 million, (ii) Iron Age issued its
Senior Subordinated Notes in an aggregate principal amount of
$100.0 million, and (iii) Holdings and Iron Age entered
 into the New Credit Facility that, as amended, provides for a
$61.6 million senior secured credit facility consisting of a
 $30.0 million revolving working capital facility and a
$31.6 million revolving acquisition facility. Holdings and
the Company used excess cash and net proceeds from the Discount
Notes, the Senior Subordinated Notes and the New Credit Facility
to repay a syndicated senior bank loan facility (the Old
Credit Facility), repay the Companys 12.5% Senior
Subordinated Notes due 2006 (the Old Subordinated
Notes) and redeem Holdings Series A Preferred
Stock (the Holdings Series A Preferred Stock).
The transactions described in this paragraph are collectively
referred to herein as the April 1998
Transactions.

Acquisitions

In April 1998, the Company, through its subsidiary IA Vision
 Acquisition Co., acquired the stock of Safety Supplies &
Service Company, Inc. and acquired certain assets and assumed
certain liabilities of Safety Depot Ltd., ACT Safety, Inc. and
J Mars-Knapp Shoes (the First Quarter 1998
Acquisitions). The combined purchase price for the First
Quarter 1998 Acquisitions was approximately $4.64 million,
including transaction costs of approximately $0.15 million.
In addition, on July 7, 1998, the Company acquired certain
assets of Work-Saf, Inc. for approximately $0.75 million
(the Second Quarter 1998 Acquisition). The First
Quarter 1998 Acquisitions and the Second Quarter 1998 Acquisition
 have been accounted for using the purchase method of accounting
for business combinations, and accordingly, (i) the results
of operations for each of the acquired companies are included in
the Companys financial statements only from the date of the
 respective acquisitions and (ii) the purchase price has
been allocated to the Companys assets and liabilities based
 upon fair market value. The First Quarter 1998 Acquisitions and
the Second Quarter 1998 Acquisition resulted in goodwill of
approximately $2.8 million, which is being amortized over
40 years.

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Divestitures

On May 25, 1999, the Company sold its safety and medical
products line to Stratford Safety Products, Inc. for
$0.5 million. The sale resulted in a gain of
$0.85 million, which was reflected as a reduction of
goodwill that was recorded in connection with the acquisition of
Safety Supplies & Service Co., Inc.

Effective August 31, 1998, the Company sold the Dunhamproduct line and related trademarks to New Balance Athletic
Shoe, Inc. (New Balance) for $2.0 million and
recorded a gain of $1.7 million (the Dunham
Sale). In conjunction with the Dunham Sale, the
Companys subsidiary, Falcon Shoe Mfg. Co., agreed to a
minimum two year supply agreement with New Balance and the sale
of on-hand inventory.

Results of Operations

Three Months ended July 31, 1999 compared to 
 Three Months ended August 1, 1998

Net Salesfor the three months ended July 31, 1999
(second quarter 2000) were $28.5 million
compared to $29.1 million for the comparable three month
period ended August 1, 1998 (second quarter
1999), a decrease of $0.6 million, or 2.2%. The
decrease in net sales was primarily attributable to a decrease of
 $0.4 million, or 1.4%, related to the sale of the
Companys safety and medical products line in May 1999
and a decrease of $0.2 million, or 0.7%, related to
redundant and non-performing store closings.

Gross Profitfor second quarter 2000 was
$14.4 million compared to $14.3 million for second
quarter 1999, an increase of $0.1 million, or 0.7%. As a
percentage of net sales, gross profit for second quarter 2000
increased to 50.5%, an increase of 1.3% from the second quarter
1999. Approximately 0.6% of the increase in the gross profit
percentage is related to the decrease in the LIFO inventory
provision. The remainder of the increase is generally
attributable to improved gross profit margins in the
Companys primary footwear distribution business.

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Selling, General and Administrative Expensesfor second
quarter 2000 were $10.4 million compared to
$11.1 million for second quarter 1999, a decrease of
$0.7 million, or 6.3%, due primarily to the effect of cost
containment initiatives which included the consolidation of the
Knapp division into the Companys primary footwear
distribution business, redundant and non-performing store
closings and the sale of the Companys safety and medical
products line.

Operating Incomefor second quarter 2000 was
$2.6 million, or 9.1% of net sales, compared to
$1.9 million, or 6.5% of net sales, for second quarter 1999.
 The increase was primarily attributable to the increase in gross
 profit and the decrease in selling, general and administrative
expenses as discussed above.

Interest Expensefor second quarter 2000 was
$3.1 million compared to $3.3 million for second
quarter 1999, a decrease of $0.2 million, or 6.1%. The
decrease in interest expense was attributable to decreased
indebtedness of the Company related to the repurchase of a
portion of the Senior Subordinated Notes in the July 1999
Transaction.

Income Tax Expensefor second quarter 2000 was an income
tax benefit of $0.02 million compared to an income tax
benefit of $0.3 million for second quarter 1999. Income tax
benefit for second quarter 2000 and income tax benefit for second
 quarter 1999 differ from that of the statutory income tax rate
due primarily to nondeductible goodwill amortization.

Extraordinary Itemfor second quarter 2000 was an
extraordinary gain of $0.9 million, net of a
$0.7 million tax expense, due to the repurchase of a portion
 of the Senior Subordinated Notes in the July 1999
Transaction.

Six Months ended July 31, 1999 compared to 
 Six Months ended August 1, 1998

Net Salesfor the six months ended July 31, 1999
(first half 2000) were $61.4 million compared to
 $61.3 million for the comparable six month period ended
August 1, 1998 (first half 1999), an increase of
 $0.1 million, or 0.2%. The increase in net sales was
partially offset by a $0.4 million, or 0.7%, decrease in net
 sales from the sale of the Companys safety and medical
products line and a $0.3 million, or 0.5%, decrease in net
sales related to redundant and non-performing store closings.

Gross Profitfor first half 2000 was $30.9 million
compared to $30.4 million for first half 1999, an increase
of $0.5 million, or 1.6%. As a percentage of net sales,
gross profit for first half 2000 increased to 50.3%, an increase
of 0.6% from first half 1999. Approximately 0.4% of the increase
in the gross profit percentage is related to the decrease in the
LIFO inventory provision. The remainder of the increase is
generally attributable to improved gross profit margins in the
Companys primary footwear distribution business.

Selling, General and Administrative Expensesfor first
half 2000 were $21.1 million compared to $24.1 million
for first half 1999, a decrease of $3.0 million, or 12.5%.
Excluding the effect of $2.2 million of compensation
payments to certain members of management in connection with the
April 1998 Transactions in first quarter 1999, selling,
general and administrative expenses decreased by
$0.8 million, or 3.7%, due primarily to the effect of cost
containment initiatives which included the consolidation of the
Knapp division into the Companys primary footwear
distribution business, redundant and non-performing store
closings and the sale of the Companys safety and medical
products line.

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Operating Incomefor first half 2000 was
$7.1 million, or 11.6% of net sales, compared to
$3.8 million, or 6.2% of net sales, for first half 1999. The
 increase was primarily attributable to the increase in gross
profit and the decrease in selling, general and administrative
expenses as discussed above.

Interest Expensefor first half 2000 was $6.5 million
 compared to $6.0 million for first half 1999, an increase
of $0.5 million, or 8.3%. The increase in interest expense
was attributable to increased indebtedness of the Company
resulting from the April 1998 Transactions. The increase was
 partially offset by decreased indebtedness of the Company
related to the repurchase of a portion of the Senior Subordinated
 Notes in the July 1999 Transaction.

Income Tax Expensefor first half 2000 was
$0.7 million compared to an income tax benefit of
$0.4 million for first half 1999. Income tax expense for
first half 2000 and income tax benefit for first half 1999 differ
 from that of the statutory income tax rate due primarily to
nondeductible goodwill amortization.

As of July 31, 1999, the Company recognized a state income
tax benefit of $1.1 million from net operating loss
carryforwards for first quarter 1999. The Company needs to
generate $10.0 million of state taxable income to realize
this benefit. The Company evaluates the adequacy of the valuation
 reserve and the realization of the deferred tax benefit on an
ongoing basis. Management believes that future taxable income
will more likely than not allow the Company to realize this
benefit.

Extraordinary Itemfor first half 2000 was an
extraordinary gain of $0.9 million, net of a
$0.7 million tax expense, due to the repurchase of a portion
 of the Senior Subordinated Notes in the July 1999
Transaction. Extraordinary item for first half 1999 was an
extraordinary loss of $4.0 million, net of a
$2.9 million tax benefit, due to the early extinguishment of
 indebtedness resulting from the repayment of the Old
Subordinated Notes and the Old Credit Facility in the
April 1998 Transactions.

Liquidity and Capital Resources

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

Net cash provided by operating activities was $4.9 million
for first half 2000, an increase of $5.3 million as compared
 to net cash used in operating activities of $0.4 million in
 first half 1999. The increase in cash from operating activities
is primarily the result of improved operating results for first
half 2000 and overall reductions in working capital.

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Excluding cash paid for acquisitions, the Companys
investing activities consisted of capital expenditures of
$1.4 million for first half 2000 and $1.0 million for
first half 1999. Capital expenditures for first half 2000
included capital expenditures related to the acquisition of
software for internal use and improvements in footwear and vision
 retail stores, Vision vans, information technology equipment and
 the final cost of the Falcon Manufacturing Co. and Knapp®
factory integration. Capital expenditures for first half 1999
included $0.2 million in remaining costs related to the
addition to the Companys central distribution center
building. The remaining $0.8 million in capital expenditures
 was related to improvements in retail stores, shoemobiles and
equipment in the primary footwear distribution business and
installing POS (Point-of-Sale) systems in stores and trucks
acquired in connection with the First Quarter 1998 Acquisitions.

The Company used approximately $3.6 million from financing
activities for first half 2000, which consisted of net working
capital borrowings of approximately $3.3 million excluding
the July 1999 Transaction. The Companys financing
activities in first half 2000 also included a borrowing of
$5.1 million on the New Credit Facility in July 1999.
The proceeds were used to pay for a portion of the repurchase of
a portion of the Senior Subordinated Notes in the July 1999
Transaction. The remaining portion of the repurchase was provided
 by a $2.56 million equity contribution from Holdings. The
amount of such equity contribution was provided to Holdings by a
$2.56 million equity contribution from Holdings
majority stockholder, Fenway Partners Capital Fund, L.P., for
which Fenway Partners Capital Fund, L.P. will receive
Series B Preferred Stock.

The Companys total working capital as of July 31, 1999
 was $45.4 million. At January 30, 1999, working
capital was $48.0 million. The primary reason for the
decrease to working capital was a reduced investment in accounts
receivable and inventory and the receipt of an income tax refund
related to the April 1998 Transactions.

Cash flow from operations for first half 2000 was sufficient to
cover debt service requirements under the New Credit Facility.
The Companys ability to make scheduled payments of
principal, or to pay the interest or premium (if any) on, or to
refinance, its indebtedness, or to fund planned capital
expenditures will depend on its future performance, which, to a
certain extent, is subject to general economic, financial,
competitive, legislative, regulatory and other factors that are
beyond its control. Based upon the current level of operations,
management believes that cash flow from operations and available
cash, together with available borrowings under the New Credit
Facility, will be adequate to meet the Companys anticipated
 future requirements for working capital, budgeted capital
expenditures and scheduled payments of principal and interest on
its indebtedness for the next several years. There can be no
assurance that the Companys business will generate
sufficient cash flow from operations or that future borrowing
will be available under the New Credit Facility in an amount
sufficient to enable the Company to service its indebtedness,
including the Senior Subordinated Notes, or to make capital
expenditures.

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The Companys debt consists of the Senior Subordinated
Notes, the New Credit Facility and certain other debt. The New
Credit Facility, as amended, consists of a $31.6 million
multiple draw acquisition term loan facility (the New
Acquisition Credit Facility) and $30.0 million in
revolving credit loans, letters of credit and swing line loans
(the New Revolving Credit Facility). The
Companys other debt of $0.8 million consists of
capital leases and other notes. As of July 31, 1999,
approximately $16.4 million of the New Acquisition Credit
Facility and approximately $8.2 million of the New Revolving
 Credit Facility were outstanding. The Company has additional
borrowing availability of $15.2 million under the New
Acquisition Credit Facility and approximately $21.8 million
under the New Revolving Credit Facility. The New Acquisition
Credit Facility matures in quarterly installments from
July 2001 until final payment in April 2004. The New
Revolving Credit Facility will mature in April 2004 and has no
scheduled interim principal payments.

Amendments to the New Credit Facility

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

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

Year 2000 Issue

Many existing computer programs use only two digits, rather than
four, to represent a year. The Year 2000 issue arises because
date-sensitive software or hardware written or developed in this
manner may recognize a date using 00 as the year 1900
 rather than the year 2000. This could potentially result in
system failures or miscalculations causing disruptions of
operations, including, among other things, a temporary inability
to process transactions, send invoices, or engage in similar
normal business activities.

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The Company classifies its response to the Year 2000 Issue into
five phases: inventory, assessment, renovation, validation
and implementation. Inventory is the process in which all
electronic/computer components are defined for all systems
(information technology (IT) and non-information
technology (non-IT)). Assessment is the process in
which all components are classified as either compliant or
non-compliant. Renovation is the process in which a system is
upgraded, replaced or retired. Validation is the process in which
 compliant systems are tested within the Companys
infrastructure to validate that either the initial compliant
assessment is correct or the upgrade or replacement from the
renovation phase is compliant with the Companys
infrastructure. Implementation is the process in which a
compliant system is installed into the Companys production
environment and is used to support business operations.

The Company has completed the inventory, assessment, renovation
and validation of its IT systems, and implemented these systems
in March 1999. In the ordinary course of business, the
Company upgraded the applications software covering the main
integrated system. As of July 31, 1999, the Company had
expended approximately $45,000 and has a total expected cost of
$65,000 to renovate, validate and implement software to address
the Year 2000 Issue. This cost is being funded out of operating
cash flow with the entire amount being capitalized as new
hardware and software.

The Companys inventory and assessment of its non-IT systems
 (including telephone, heating/ air-conditioning, electricity and
 security systems) was completed by December 31, 1998. This
is being followed by any required renovation in calendar year
1999. The Company is using internal resources to address the Year
 2000 Issue of its non-IT systems and has not incurred
significant, separately identifiable costs through July 31,
1999 but does expect to incur additional costs of approximately
$40,000 in order to upgrade its non-IT systems. All validation
and implementation of these non-IT systems is expected to be
completed by the end of the third quarter. This cost is being
funded out of operating cash flow with the entire amount being
capitalized as new hardware and software.

The costs of the systems implementation and Year 2000
modifications are based upon managements best estimates,
which were derived utilizing numerous assumptions of future
events, including the continued availability of certain
resources, and other factors. However, there can be no guarantee
that these estimates will be achieved and actual results could
differ materially from those anticipated. Specific factors that
might cause such material differences include, but are not
limited to, the availability and cost of personnel trained in
this area, the ability to locate and correct all relevant
computer codes, and similar uncertainties. As of July 31,
1999, the cost of bringing the Companys IT and non-IT
systems into Year 2000 compliance is not expected to have a
material effect on the Companys financial condition or
results of operations.

In addition to reviewing its internal systems, the Company has
polled its major footwear and other vendors to determine whether
they are Year 2000 compliant or to identify any potential issues.
 As a result of the correspondence, management has no reason to
believe that the Companys major footwear and other vendors
will not be Year 2000 compliant. If the Companys customers
and vendors do not achieve Year 2000 compliance before the end of
 1999, the Company may experience a variety of problems which may
 have a material adverse effect on the Company. To the extent
such vendors are not Year 2000 compliant by the end of 1999, such
 vendors may fail to deliver ordered materials and products to
the Company and may fail to bill the Company properly and
promptly. Consequently, the Company may experience delays in
sourcing product to send to its customers. The Company plans to
address potential problems with its vendors by identifying and
arranging for alternate sources of supply. Due to the nature of
its product, the Company does not believe it has any exposure to
contingencies related to the Year 2000 Issue for the products it
has sold.

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Recently Issued Accounting Standards

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

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.

There have been no material changes in the Companys
exposure to market risk since January 30, 1999.




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.

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

(a)  Exhibit Index.

|        |  |                                                                                                                                                            
|------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1*    |  | Iron Age Certificate of Incorporation, as amended.                                                                                                         
|3.2*    |  | Iron Age By-laws.                                                                                                                                          
|4.1*    |  | Indenture dated as of April 24, 1998.                                                                                                                      
|10.1*   |  | Credit Agreement dated as of April 24, 1998.                                                                                                               
|10.2*   |  | Security Agreement dated April 24, 1998.                                                                                                                   
|10.3*   |  | Intellectual Property Security Agreement April 24, 1998.                                                                                                   
|10.4*   |  | Canadian Security Agreement dated April 24, 1998.                                                                                                          
|10.5*   |  | Mortgage, Assignment of Leases and Rents, Fixture Filing,
	Security Agreement and Financing Statement dated February 
	26, 1997, as amended April 24, 1998.
|10.6*   |  | Intercompany Subordination Agreement dated April 24, 1998.                                                                                                 
|10.7*   |  | Subsidiary Guaranty dated April 24, 1998.                                                                                                                  
|10.8*   |  | Iron Age Trademark License Agreement with W.L. Gore &
	Associates, Inc. dated August 15, 1994.                                                             
|10.9*   |  | Falcon Trademark License Agreement with W.L. Gore &
	Associates, inc. dated July 25, 1994.                                                                 
|10.10*  |  | Falcon Manufacturing Certification Agreement with W.L. Gore &
	 Associates, Inc. dated July 25, 1994.                                                      
|10.11*  |  | General Services Administration Contract effective July 26,
	1994, as modified May 24, 1995.                                                               
|10.12*  |  | Amended and Restated Management Agreement dated as of
	February 26, 1997.                                                                                  
|10.13*  |  | Stockholders Agreement dated as of February 26, 1997.                                                                                                      
|10.14*  |  | Amendment No. 1 to Stockholders Agreement dated as of
	March 25, 1997.                                                                                     
|10.15*  |  | American Home Assurance Company Joinder to the Stockholders
	Agreement dated as of March 25, 1997.                                                         
|10.16*  |  | Banque Nationale de Paris Joinder to the Stockholders Agreement
	dated as of March 25, 1997.                                                               
|10.17*  |  | Stock Option Plan dated February 26, 1997.                                                                                                                 
|10.18*  |  | Securities Purchase Agreement dated February 26, 1997.                                                                                                     
|10.19*  |  | Stock Purchase Agreement dated as of December 26, 1996.                                                                                                    
|10.20*  |  | Amendment No. 1 to the Stock Purchase Agreement dated as of
	February 26, 1997.                                                                            
|10.21*  |  | Pittsburgh, Pennsylvania Lease Agreement dated March 1,
	1993, as amended June 2, 1994, as amended June 12,
	1996, as amended December 10, 1997.           
|10.22*  |  | Jerusalem, New York Lease Agreement dated December 9, 1992,
	as amended January 1, 1994, as amended April 1997.                                            
|10.23*  |  | Jerusalem, New York Lease Agreement dated June 20, 1997, as
	amended January 9, 1998.                                                                      
|10.24*  |  | Lewiston, Maine Lease Agreement dated January 14, 1994.                                                                                                    
|10.25*  |  | Lewiston, Maine Lease Agreement dated November 30, 1990, as
	amended June 8, 1994.                                                                         
|10.26*  |  | Ontario, Canada Lease Agreement dated June 11, 1991, as
	renewed November 23, 1995.                                                                        
|10.27*  |  | Jensen Employment Agreement dated February 26, 1997.                                                                                                       
|10.28*  |  | Mills Employment Agreement dated November 20, 1995.                                                                                                        
|10.29*  |  | McDonough Employment Agreement dated November 20, 1995.                                                                                                    
|10.30*  |  | Johanson Employment Agreement dated August 1, 1994.                                                                                                        
|10.31*  |  | Johanson Non-Competition Agreement dated August 1, 1994.                                                                                                   
|10.32** |  | Taaffe Severance Agreement dated January 13, 1999.                                                                                                         
|10.33** |  | Taaffe Agreement and General Release dated January 13, 1999.                                                                                               
|10.34** |  | Letter Waiver to Banque Nationale de Paris Credit Agreement dated
	 August 28, 1998.                                                                       
|10.35** |  | Amendment No. 2 and Waiver to Banque Nationale de Paris
	Credit Agreement dated February 26, 1999.                                                         
|10.36** |  | Election to reduce Acquisition Commitment of Banque Nationale de
	Paris Credit Agreement dated March 5, 1999.                                              
|10.37   |  | Amendment No. 3 to Banque Nationale de Paris Credit
	Agreement dated June 23, 1999.                                                                        
|27.1    |  | Financial Data Schedules.                                                                                                                                  






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

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(b) Reports on Form 8-K.

No reports on Form 8-K were filed during the second quarter
ended July 31, 1999.

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



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



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

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

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

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

Dated: September 14, 1999


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