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: July 29,
2000OR

[    ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period
from:  to

Commission file
number: 333-57011

Iron Age Corporation
(Exact name of registrant as specified in its charter)

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

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

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

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

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

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

APPLICABLE ONLY TO CORPORATE ISSUERS

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





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PART 1  FINANCIAL INFORMATION

|                               |  |                                                                                                                      
|------------------------------ |  | ---------------------------------------------------------------------------------------------------------------------
|Item 1.  Financial Statements.
|                              
|                               |  | The following financial statements are presented herein:                                                             
|                              
|                               |  | Condensed Consolidated Balance Sheets as of July 29, 2000 and January 29, 2000                                       
|                              
|                               |  | Condensed Consolidated Statements of Income for the three months and six months ended July 29, 2000 and July 31, 1999
|                              
|                               |  | Condensed Consolidated Statements of Cash Flows for the six months ended July 29, 2000 and July 31, 1999             
|                              
|                               |  | Notes to Condensed Consolidated Financial Statements                                                                 

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Iron Age Corporation
Condensed Consolidated Balance Sheets

|                                           |                                                                             |   |                        |        |            |   |         |        |  
|------------------------------------------ | --------------------------------------------------------------------------- | - | ---------------------- | ------ | ---------- | - | ------- | ------ | -
|                                           |                                                                             |   | July 29                |        | January 29
|                                           |                                                                             |   | 2000                   |        | 2000      
|                                           |                                                                             |   |                        |        |           
|                                           |                                                                             |   | (unaudited)           
|                                           |                                                                             |   | (Dollars in Thousands)
|                                          
|Assets                                    
|                                          
|                                          
|                                          
|                                          
|Current assets:                           
|                                          
|                                          
|                                          
|                                          
|                                           | Cash and cash equivalents                                                   |   | $                      | 490    |            |   | $       | 260    |  
|                                          
|                                          
|                                          
|                                          
|                                           | Accounts receivable, net                                                    |   |                        | 17,476 |            |   |         | 17,747 |  
|                                          
|                                          
|                                          
|                                          
|                                           | Inventories (Note 2)                                                        |   |                        | 33,296 |            |   |         | 34,410 |  
|                                          
|                                          
|                                          
|                                          
|                                           | Prepaid expenses                                                            |   |                        | 2,031  |            |   |         | 1,593  |  
|                                          
|                                          
|                                          
|                                          
|                                           | Deferred income taxes                                                       |   |                        | 873    |            |   |         | 875    |  
|                                           |                                                                             |   |                        |        |            |   |         |       
|Total current assets                       |                                                                             |   | 54,166                 |        |            |   | 54,885  |       
|                                          
|                                          
|                                          
|                                          
|Notes receivable and other assets          |                                                                             |   | 2,195                  |        |            |   | 1,537   |       
|                                          
|                                          
|                                          
|                                          
|Property and equipment, net                |                                                                             |   | 10,188                 |        |            |   | 10,463  |       
|                                          
|                                          
|                                          
|                                          
|Intangible assets, net                     |                                                                             |   | 101,040                |        |            |   | 103,079 |       
|                                           |                                                                             |   |                        |        |            |   |         |       
|Total assets                               |                                                                             | $ | 167,589                |        |            | $ | 169,964 |       
|                                           |                                                                             |   |                        |        |            |   |         |       
|                                          
|Liabilities and stockholders equity      
|                                          
|                                          
|                                          
|                                          
|Current liabilities:                      
|                                          
|                                          
|                                          
|                                          
|                                           | Current maturities of long-term debt                                        |   | $                      | 2,082  |            |   | $       | 458    |  
|                                          
|                                          
|                                          
|                                          
|                                           | Accounts payable                                                            |   |                        | 2,342  |            |   |         | 2,573  |  
|                                          
|                                          
|                                          
|                                          
|                                           | Accrued expenses                                                            |   |                        | 5,971  |            |   |         | 7,216  |  
|                                           |                                                                             |   |                        |        |            |   |         |       
|Total current liabilities                  |                                                                             |   | 10,395                 |        |            |   | 10,247  |       
|                                          
|                                          
|                                          
|                                          
|Long-term debt, less current maturities    |                                                                             |   | 106,057                |        |            |   | 108,725 |       
|                                          
|                                          
|                                          
|                                          
|Accrued pension liability                  |                                                                             |   | 405                    |        |            |   | 430     |       
|                                          
|                                          
|                                          
|                                          
|Deferred income taxes                      |                                                                             |   | 5,608                  |        |            |   | 5,641   |       
|                                           |                                                                             |   |                        |        |            |   |         |       
|Total liabilities                          |                                                                             |   | 122,465                |        |            |   | 125,043 |       
|                                          
|Commitments and contingencies              |                                                                             |   |                       |        |            |   |        |       
|                                          
|                                          
|                                          
|                                          
|Redeemable preferred stock (Note 4)        |                                                                             |   | 6,054                  |        |            |   | 5,361   |       
|                                          
|Stockholders equity:                     
|                                          
|                                          
|                                          
|                                          
|                                           | Common stock, $1 par value; 1,000 shares
authorized, issued and outstanding |   |                        | 1      |            |   |         | 1      |  
|                                          
|                                          
|                                          
|                                          
|                                           | Additional paid-in capital                                                  |   |                        | 44,466 |            |   |         | 44,466 |  
|                                          
|                                          
|                                          
|                                          
|                                           | Accumulated deficit                                                         |   |                        | (5,224 | )          |   |         | (4,783 | )
|                                          
|                                          
|                                          
|                                          
|                                           | Other comprehensive loss                                                    |   |                        | (173   | )          |   |         | (124   | )
|                                           |                                                                             |   |                        |        |            |   |         |       
|Total stockholders equity                 |                                                                             |   | 39,070                 |        |            |   | 39,560  |       
|                                           |                                                                             |   |                        |        |            |   |         |       
|Total liabilities and stockholders equity |                                                                             | $ | 167,589                |        |            | $ | 169,964 |       
|                                           |                                                                             |   |                        |        |            |   |         |       

See accompanying notes.

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Iron Age Corporation
Condensed Consolidated Statements of Income (Unaudited)

|                                                         |  |                        |        |                  |  |         |        |         |  |   |        |  |  |   |        |  
|-------------------------------------------------------- |  | ---------------------- | ------ | ---------------- |  | ------- | ------ | ------- |  | - | ------ |  |  | - | ------ | -
|                                                         |  | Three months ended     |        | Six months ended
|                                                         |  |                        |        |                 
|                                                         |  | July 29                |        | July 31          |  | July 29 |        | July 31
|                                                         |  | 2000                   |        | 1999             |  | 2000    |        | 1999   
|                                                         |  |                        |        |                  |  |         |        |        
|                                                         |  | (Dollars in Thousands)
|                                                        
|Net sales                                                |  | $                      | 28,976 |                  |  | $       | 28,478 |         |  | $ | 61,101 |  |  | $ | 61,385 |  
|                                                        
|                                                        
|                                                        
|                                                        
|Cost of sales                                            |  |                        | 14,024 |                  |  |         | 14,097 |         |  |   | 29,664 |  |  |   | 30,516 |  
|                                                         |  |                        |        |                  |  |         |        |         |  |   |        |  |  |   |        |  
|Gross profit                                             |  |                        | 14,952 |                  |  |         | 14,381 |         |  |   | 31,437 |  |  |   | 30,869 |  
|                                                        
|                                                        
|                                                        
|                                                        
|Selling, general and administrative                      |  |                        | 10,709 |                  |  |         | 10,436 |         |  |   | 21,656 |  |  |   | 21,081 |  
|                                                        
|                                                        
|                                                        
|                                                        
|Depreciation                                             |  |                        | 396    |                  |  |         | 475    |         |  |   | 797    |  |  |   | 919    |  
|                                                        
|                                                        
|                                                        
|                                                        
|Amortization of intangible assets                        |  |                        | 986    |                  |  |         | 897    |         |  |   | 1,956  |  |  |   | 1,801  |  
|                                                         |  |                        |        |                  |  |         |        |         |  |   |        |  |  |   |        |  
|Operating income                                         |  |                        | 2,861  |                  |  |         | 2,573  |         |  |   | 7,028  |  |  |   | 7,068  |  
|                                                        
|                                                        
|                                                        
|                                                        
|Interest expense                                         |  |                        | 2,836  |                  |  |         | 3,142  |         |  |   | 5,724  |  |  |   | 6,504  |  
|                                                         |  |                        |        |                  |  |         |        |         |  |   |        |  |  |   |        |  
|Income (loss) before income taxes and extraordinary item |  |                        | 25     |                  |  |         | (569   | )       |  |   | 1,304  |  |  |   | 564    |  
|                                                        
|                                                        
|                                                        
|                                                        
|Income tax expense (benefit)                             |  |                        | 262    |                  |  |         | (19    | )       |  |   | 1,052  |  |  |   | 721    |  
|                                                         |  |                        |        |                  |  |         |        |         |  |   |        |  |  |   |        |  
|(Loss) income before extraordinary item                  |  |                        | (237   | )                |  |         | (550   | )       |  |   | 252    |  |  |   | (157   | )
|                                                        
|                                                        
|                                                        
|                                                        
|Extraordinary gain, net of tax effect (Note 3)           |  |                        |       |                  |  |         | 924    |         |  |   |       |  |  |   | 924    |  
|                                                         |  |                        |        |                  |  |         |        |         |  |   |        |  |  |   |        |  
|Net (loss) income                                        |  | $                      | (237   | )                |  | $       | 374    |         |  | $ | 252    |  |  | $ | 767    |  
|                                                         |  |                        |        |                  |  |         |        |         |  |   |        |  |  |   |        |  

See accompanying notes.

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

|                                                                                  |                                                              |                                         |        |                        |        |                  |         |       |        |  
|--------------------------------------------------------------------------------- | ------------------------------------------------------------ | --------------------------------------- | ------ | ---------------------- | ------ | ---------------- | ------- | ----- | ------ | -
|                                                                                  |                                                              |                                         |        | Six months ended       |        | Six months ended
|                                                                                  |                                                              |                                         |        | July 29                |        | July 31         
|                                                                                  |                                                              |                                         |        | 2000                   |        | 1999            
|                                                                                  |                                                              |                                         |        |                        |        |                 
|                                                                                  |                                                              |                                         |        | (Dollars in Thousands)
|                                                                                 
|Operating activities                                                             
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Net income                                                                        |                                                              | $                                       | 252    |                        |        | $                | 767     |      
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Adjustments to reconcile net income to net cash provided by
operating activities:
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Extraordinary item, net of tax                               |                                         |        |                       |        |                  |         | (924  | )     
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Depreciation and amortization                                |                                         |        | 2,996                  |        |                  |         | 2,956 |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Amortization of deferred financing fees included in interest |                                         |        | 294                    |        |                  |         | 496   |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Provision for losses on accounts receivable                  |                                         |        | 287                    |        |                  |         | 60    |       
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Deferred income taxes                                        |                                         |        | (31                    | )      |                  |         | (107  | )     
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Changes in operating assets and liabilities:                                     
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  |                                                              | Accounts receivable                     |        |                        | (16    | )                |         |       | 1,474  |  
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  |                                                              | Inventories                             |        |                        | 1,114  |                  |         |       | 526    |  
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  |                                                              | Prepaid expenses                        |        |                        | (438   | )                |         |       | 2,177  |  
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  |                                                              | Other assets                            |        |                        | (54    | )                |         |       | (170   | )
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  |                                                              | Accounts payable                        |        |                        | (231   | )                |         |       | (1,683 | )
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  |                                                              | Accrued expenses                        |        |                        | (1,245 | )                |         |       | (697   | )
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  |                                                              | Payment of other noncurrent liabilities |        |                        | (25    | )                |         |       |       |  
|                                                                                  |                                                              |                                         |        |                        |        |                  |         |      
|Net cash provided by operating activities                                         |                                                              |                                         | 2,903  |                        |        |                  | 4,875   |      
|                                                                                 
|Investing activities                                                             
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Capitalization of internal-use software costs                                     |                                                              |                                         | (790   | )                      |        |                  | (545    | )    
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Purchases of property and equipment                                               |                                                              |                                         | (765   | )                      |        |                  | (858    | )    
|                                                                                  |                                                              |                                         |        |                        |        |                  |         |      
|Net cash used in investing activities                                             |                                                              |                                         | (1,555 | )                      |        |                  | (1,403  | )    
|                                                                                 
|Financing activities                                                             
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Borrowings under revolving credit agreement                                       |                                                              |                                         | 7,250  |                        |        |                  | 13,100  |      
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Issuance of redeemable preferred stock subscriptions                              |                                                              |                                         |       |                        |        |                  | 2,563   |      
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Principal payments on debt                                                        |                                                              |                                         | (8,250 | )                      |        |                  | (18,903 | )    
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Payment of financing costs                                                        |                                                              |                                         | (25    | )                      |        |                  | (187    | )    
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Principal payments on capital leases                                              |                                                              |                                         | (44    | )                      |        |                  | (173    | )    
|                                                                                  |                                                              |                                         |        |                        |        |                  |         |      
|Net cash used in financing activities                                             |                                                              |                                         | (1,069 | )                      |        |                  | (3,600  | )    
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Effect of exchange rate changes on cash and cash equivalents                      |                                                              |                                         | (49    | )                      |        |                  | 29      |      
|                                                                                  |                                                              |                                         |        |                        |        |                  |         |      
|Increase (decrease) in cash and cash equivalents                                  |                                                              |                                         | 230    |                        |        |                  | (99     | )    
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Cash and cash equivalents at beginning of period                                  |                                                              |                                         | 260    |                        |        |                  | 508     |      
|                                                                                  |                                                              |                                         |        |                        |        |                  |         |      
|Cash and cash equivalents at end of period                                        |                                                              | $                                       | 490    |                        |        | $                | 409     |      
|                                                                                  |                                                              |                                         |        |                        |        |                  |         |      
|                                                                                 
|Supplemental schedule of noncash investing
and financing activities              
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Dividends and accretion on preferred stock                                        |                                                              | $                                       | 693    |                        |        | $                |        |      

See accompanying notes.

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

July 29, 2000

1. Accounting Policies

Basis of Presentation

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

2. Inventory

| |                                       |   |                        |        |            |   |        |        | 
| | ------------------------------------- | - | ---------------------- | ------ | ---------- | - | ------ | ------ | 
| |                                       |   | July 29                |        | January 29
| |                                       |   | 2000                   |        | 2000      
| |                                       |   |                        |        |           
| |                                       |   | (Dollars in Thousands)
| | Inventories consist of the following:
|
|
|
|
| | Raw materials                         |   | $                      | 2,062  |            |   | $      | 2,602  | 
|
|
|
|
| | Work-in-process                       |   |                        | 656    |            |   |        | 745    | 
|
|
|
|
| | Finished goods                        |   |                        | 30,578 |            |   |        | 31,063 | 
| |                                       |   |                        |        |            |   |        |       
| |                                       | $ | 33,296                 |        |            | $ | 34,410 |       
| |                                       |   |                        |        |            |   |        |       

3. Extraordinary Gain

On July 20, 1999, the Company purchased $9.64 million in principal amount of
its 9 7/8% Senior Subordinated Notes due 2008 (the Senior Subordinated Notes)
for $7.66 million. The purchase was funded by $5.1 million of borrowings under
the Companys $61.6 million senior secured credit facility (as amended, the
New Credit Facility) and the issuance of $2.563 million of Holdings Series B
non-voting, redeemable preferred stock with a par value of $0.01 per share (the
Holdings Series B Preferred Stock) to Holdings majority stockholder, Fenway
Partners Capital Fund, L.P. (Fenway). The Company recorded an extraordinary
gain of $0.92 million, net of unamortized deferred financing costs of $0.38
million and income taxes of $0.67 million. Following the purchase, such
principal amount of the Senior Subordinated Notes was retired.

-6-



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4. Redeemable Preferred Stock

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

5. Comprehensive (Loss) Income

|                                         |  |                        |      |                  |  |          |      |          |  |   |     |   |  |   |     | 
|---------------------------------------- |  | ---------------------- | ---- | ---------------- |  | -------- | ---- | -------- |  | - | --- | - |  | - | --- | 
|                                         |  | Three Months Ended     |      | Six Months Ended
|                                         |  |                        |      |                 
|                                         |  | July 29,               |      | July 31,         |  | July 29, |      | July 31,
|                                         |  | 2000                   |      | 1999             |  | 2000     |      | 1999    
|                                         |  |                        |      |                  |  |          |      |         
|                                         |  | (Dollars in Thousands)
|                                        
|Net (loss) income                        |  | $                      | (237 | )                |  | $        | 374  |          |  | $ | 252 |   |  | $ | 767 | 
|                                        
|                                        
|                                        
|                                        
|Foreign currency translation gain (loss) |  |                        | 6    |                  |  |          | (118 | )        |  |   | (49 | ) |  |   | 29  | 
|                                         |  |                        |      |                  |  |          |      |          |  |   |     |   |  |   |     | 
|Total comprehensive (loss) income        |  | $                      | (231 | )                |  | $        | 256  |          |  | $ | 203 |   |  | $ | 796 | 
|                                         |  |                        |      |                  |  |          |      |          |  |   |     |   |  |   |     | 

6. Divestiture

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

-7-



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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 29, 2000,
and the Companys audited consolidated financial statements and Annual Report
on Form 10-K for the fiscal year ended January 29, 2000.

Related Party Transaction

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

September 1999 Transaction

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

July 1999 Transaction

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

-8-



---



Results of Operations

Three Months ended July 29, 2000 compared to
Three Months ended July 31, 1999

Net Salesfor the three months ended July 29, 2000 (second quarter 2001) were
$29.0 million compared to $28.5 million for the comparable three month period
ended July 31, 1999 (second quarter 2000), an increase of $0.5 million, or
1.7%. The increase in net sales was attributable to an increase of $1.3 million, or 5.0%,
primarily related to a large customer order and other
increases in the Companys primary footwear distribution business line. Net
sales to non-affiliated customers in the Companys manufacturing subsidiary
decreased by $0.8 million, or 58.7% of net sales in that subsidiary. The
decrease in net sales to non-affiliated customers in the Companys
manufacturing subsidiary was primarily related to increased production
dedicated to the Companys primary footwear distribution business line in order
to fill a large customer order in second quarter 2001.

Gross Profitfor second quarter 2001 was $15.0 million compared to $14.4 million
for second quarter 2000, an increase of $0.6 million, or 4.2%. As a
percentage of net sales, gross profit for second quarter 2001 increased to
51.6%, an increase of 1.1% from second quarter 2000. The increase in gross
profit margin percentage was attributable to sales to a large customer of
higher gross profit margin safety footwear produced by the Companys
manufacturing subsidiary, an increase in gross profit percentage in the
Companys vision products business line and a decrease in sales related to the
lower gross profit margin safety and medical business products line that was
sold on May 25, 1999.

Selling, General and Administrative Expensesfor second quarter 2001 were $10.7 million
compared to $10.4 million for second quarter 2000, an increase of $0.3 million, or 2.9%,
due primarily to rising fuel prices that affected Shoemobile
and Opti-Van operating costs.

Operating Incomefor second quarter 2001 was $2.9 million compared to $2.6 million
for second quarter 2000, an increase of $0.3 million, or 11.5%. As a
percentage of net sales, operating income was 10.0% of net sales for second
quarter 2001 compared to 9.1% of net sales for second quarter 2000. The
increase was primarily attributable to the increase in gross profit as
discussed above.

Interest Expensefor second quarter 2001 was $2.8 million compared to $3.1 million
for second quarter 2000, a decrease of $0.3 million, or 9.7%. The
decrease in interest expense was attributable to decreased indebtedness of the
Company related to the repurchase of a portion of the Senior Subordinated Notes
in the July 1999 Transaction and the September 1999 Transaction.

Income Tax Expensefor second quarter 2001 was an income tax expense of $0.3 million
compared to an income tax benefit of $0.02 million for second quarter
2000. Income tax expense for second quarter 2001 and income tax benefit for
second quarter 2000 differ from that of the statutory income tax rate due
primarily to nondeductible goodwill amortization.

-9-



---



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 29, 2000 compared to
Six Months ended July 31, 1999

Net Salesfor the six months ended July 29, 2000 (first half 2001) were $61.1 million
compared to $61.4 million for the comparable six month period ended
July 31, 1999 (first half 2000), a decrease of $0.3 million, or 0.5%. The
decrease in net sales was primarily attributable to a decrease of $0.5 million,
or 0.8%, related to the sale of the Companys safety and medical business
products line in May 1999 and a decrease in net sales to non-affiliated
customers in the Companys manufacturing subsidiary of $0.6 million, or 26.9%
of net sales in that subsidiary, as discussed above. The decrease in net sales
was partially offset by a $0.7 million, or 1.1%, increase in the Companys
primary footwear distribution business line and an increase in net sales in the
Companys vision products business line of $0.1 million, or 23.1% of net sales
in that business line.

Gross Profitfor first half 2001 was $31.4 million compared to $30.9 million
for first half 2000, an increase of $0.5 million, or 1.6%. As a percentage of
net sales, gross profit for first half 2001 increased to 51.5%, an increase of
1.2% from first half 2000. The increase is generally attributable to improved
gross profit margins in the Companys primary footwear distribution business,
including sales to a large customer of higher gross profit margin safety
footwear produced by the Companys manufacturing subsidiary. The increase in
gross margin percentage was also attributable to a decrease in sales related to
the lower gross profit margin safety and medical products business line.

Selling, General and Administrative Expensesfor first half 2001 were $21.7 million
compared to $21.1 million for first half 2000, an increase of $0.6 million, or 2.8%,
due primarily to the effect of general inflationary increases
in operating expenses, including rising fuel prices that affected Shoemobile
and Opti-Van operating costs.

Operating Incomefor first half 2001 was $7.0 million compared to $7.1 million
for first half 2000, a decrease of $0.1 million, or 1.4%. As a percentage of
net sales, operating income was 11.5% of net sales for first half 2001 compared
to 11.6% of net sales for first half 2000. The decrease was primarily
attributable to the increase in selling, general and administrative expenses
and was partially offset by the increase in gross profit as discussed above.

Interest Expensefor first half 2001 was $5.7 million compared to $6.5 million
for first half 2000, a decrease of $0.8 million, or 12.3%. The decrease in
interest expense was attributable to decreased indebtedness of the Company
related to the repurchase of a portion of the Senior Subordinated Notes in the
July 1999 Transaction and the September 1999 Transaction.

Income Tax Expensefor first half 2001 was $1.1 million compared to an income
tax expense of $0.7 million for first half 2000. Income tax expense for first
half 2001 and for first half 2000 differ from that of the statutory income tax
rate due primarily to nondeductible goodwill amortization.

-10-



---



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.

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 $2.9 million for first half 2001,
a decrease of $2.0 million as compared to net cash provided by operating
activities of $4.9 million in first half 2000. The decrease in cash from
operating activities is primarily the result of income tax prepayments for
first half 2001.

The Companys investing activities for first half 2001 consisted of capital
expenditures of approximately $0.8 million for improvements in footwear and
vision retail stores, shoemobiles and equipment and approximately $0.8 million
for the acquisition of software for internal use. Capital expenditures of
approximately $1.4 million for first half 2000 included capital expenditures of
approximately $0.9 million for improvements in footwear and vision retail
stores, shoemobiles and equipment and approximately $0.5 million for the
acquisition of software for internal use.

The Company used approximately $1.1 million from financing activities for first
half 2001, which primarily consisted of net working capital payments. The
Company used approximately $3.6 million from financing activities for first
half 2000 which included net working capital payments 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 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, for which Fenway received Holdings Series B Preferred
Stock.

The Companys total working capital as of July 29, 2000 was $43.8 million. At
January 29, 2000, working capital was $44.6 million. The primary reason for the
decrease to working capital was a reduced investment in inventory.

Cash flow from operations for first half 2001 was sufficient to cover debt
service requirements under the New Credit Facility. The Companys ability to
make scheduled payments of principal, or to pay the interest or premium (if
any) on, or to refinance, its indebtedness, or to fund planned capital
expenditures will depend on its future performance, which, to a certain extent,
is subject to general economic, financial, competitive, legislative, regulatory
and other factors that are beyond its control.

-11-



---



Based upon the current level of
operations, management believes that cash flow from operations and available
cash, together with available borrowings under the New Credit Facility, will be
adequate to meet the Companys anticipated future requirements for working
capital, budgeted capital expenditures and scheduled payments of principal and
interest on its indebtedness for the next several years. There can be no
assurance that the Companys business will generate sufficient cash flow from
operations or that future borrowing will be available under the New Credit
Facility in an amount sufficient to enable the Company to service its
indebtedness, including the Senior Subordinated Notes, or to make capital
expenditures.

The Companys debt consists of the Senior Subordinated Notes, the New Credit
Facility and certain other debt. The New Credit Facility, as amended, consists
of a $31.6 million multiple draw acquisition term loan facility (the
Acquisition Credit Facility) and $30.0 million in revolving credit loans,
letters of credit and swing line loans (the Revolving Credit Facility). The
Companys other debt of $0.8 million consists of capital leases and other
notes. As of July 29, 2000, approximately $21.1 million of the Acquisition
Credit Facility and approximately $4.9 million of the Revolving Credit Facility
were outstanding. The Company has additional borrowing availability of $10.5 million
under the Acquisition Credit Facility and approximately $25.1 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 Senior Subordinated Notes, expenses,
indemnification or otherwise. As of July 29, 2000, none of the Companys
Domestic Restricted Subsidiaries was a Material Subsidiary, and therefore no
Subsidiary Guaranty was in force or effect.

Subsequent Event

On August 29, 2000, Fenway Partners Capital Fund II, L.P., an affiliate of
Holdings majority stockholder, Fenway, purchased Discount Notes with a face
value of $7.3 million for $1.4 million. The purchase resulted in an income tax
liability to Holdings of approximately $0.9 million, which is payable in
October 2000. In order to mitigate any financial impact to Holdings, Fenway
Partners Capital Fund II, L.P. has agreed to make an additional payment of
approximately $0.9 million to Holdings to fund the income tax liability,
concurrent with the payment of Holdings third quarter income tax installment.

-12-



---



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.

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

Recently Issued Accounting Standards

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

-13-



---



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

Inflation and Changing Prices

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

Forward Looking Statements

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

-14-



---



Item 3. Quantitative and Qualitative Disclosures about Market Risk.

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

PART II OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 2. Changes in Securities and Use of Proceeds.

None.

Item 3. Defaults upon Senior Securities.

None.

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

None.

Item 5. Other Information.

None.

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

|                    |  |                                                                                                                                                         
|------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------
|(a)  Exhibit Index.
|                   
|3.1*                |  | Iron Age Certificate of Incorporation, as amended.                                                                                                      
|                   
|                   
|                   
|                   
|3.2*                |  | Iron Age By-laws.                                                                                                                                       
|                   
|                   
|                   
|                   
|4.1*                |  | Indenture dated as of April 24, 1998.                                                                                                                   
|                   
|                   
|                   
|                   
|10.1*               |  | Credit Agreement dated as of April 24, 1998.                                                                                                            
|                   
|                   
|                   
|                   
|10.2*               |  | Security Agreement dated April 24, 1998.                                                                                                                
|                   
|                   
|                   
|                   
|10.3*               |  | Intellectual Property Security Agreement dated April 24, 1998.                                                                                          
|                   
|                   
|                   
|                   
|10.4*               |  | Canadian Security Agreement dated April 24, 1998.                                                                                                       
|                   
|                   
|                   
|                   
|10.5*               |  | Mortgage, Assignment of Leases and Rents, Fixture Filing, Security Agreement and Financing Statement dated February 26, 1997, as amended April 24, 1998.
|                   
|                   
|                   
|                   
|10.6*               |  | Intercompany Subordination Agreement dated April 24, 1998.                                                                                              
|                   
|                   
|                   
|                   
|10.7*               |  | Subsidiary Guaranty dated April 24, 1998.                                                                                                               
|                   
|                   
|                   
|                   
|10.8*               |  | Iron Age Trademark License Agreement with W.L. Gore & Associates, Inc. dated August 15, 1994.                                                           

-15-



---



|          |  |                                                                                                                                               
|--------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------
|         
|10.9*     |  | Falcon Trademark License Agreement with W.L. Gore & Associates, Inc. dated July 25, 1994.                                                     
|         
|         
|         
|         
|10.10*    |  | Falcon Manufacturing Certification Agreement with W.L. Gore & Associates, Inc. dated July 25, 1994.                                           
|         
|         
|         
|         
|10.11*    |  | General Services Administration Contract effective July 26, 1994, as modified May 24, 1995.                                                   
|         
|         
|         
|         
|10.12*    |  | Amended and Restated Management Agreement dated as of February 26, 1997.                                                                      
|         
|         
|         
|         
|10.13*    |  | Stockholders Agreement dated as of February 26, 1997.                                                                                         
|         
|         
|         
|         
|10.14*    |  | Amendment No. 1 to Stockholders Agreement dated as of March 25, 1997.                                                                         
|         
|         
|         
|         
|10.15*    |  | American Home Assurance Company Joinder to the Stockholders Agreement dated as of March 25, 1997.                                             
|         
|         
|         
|         
|10.16*    |  | Banque Nationale de Paris Joinder to the Stockholders Agreement dated as of March 25, 1997.                                                   
|         
|         
|         
|         
|10.17*    |  | Stock Option Plan dated February 26, 1997.                                                                                                    
|         
|         
|         
|         
|10.18*    |  | Securities Purchase Agreement dated February 26, 1997.                                                                                        
|         
|         
|         
|         
|10.19*    |  | Stock Purchase Agreement dated as of December 26, 1996.                                                                                       
|         
|         
|         
|         
|10.20*    |  | Amendment No. 1 to the Stock Purchase Agreement dated as of February 26, 1997.                                                                
|         
|         
|         
|         
|10.21*    |  | Pittsburgh, Pennsylvania Lease Agreement dated March 1, 1993, as amended June 2, 1994, as amended June 12, 1996, as amended December 10, 1997.
|         
|         
|         
|         
|10.22*    |  | Jerusalem, New York Lease Agreement dated December 9, 1992, as amended January 1, 1994, as amended April 1997.                                
|         
|         
|         
|         
|10.23*    |  | Jerusalem, New York Lease Agreement dated June 20, 1997, as amended January 9, 1998.                                                          
|         
|         
|         
|         
|10.24*    |  | Lewiston, Maine Lease Agreement dated January 14, 1994.                                                                                       
|         
|         
|         
|         
|10.25*    |  | Lewiston, Maine Lease Agreement dated November 30, 1990, as amended June 8, 1994.                                                             
|         
|         
|         
|         
|10.26*    |  | Ontario, Canada Lease Agreement dated June 11, 1991, as renewed November 23, 1995.                                                            
|         
|         
|         
|         
|10.27*    |  | Jensen Employment Agreement dated February 26, 1997.                                                                                          
|         
|         
|         
|         
|10.28*    |  | Mills Employment Agreement dated November 20, 1995.                                                                                           
|         
|         
|         
|         
|10.29*    |  | McDonough Employment Agreement dated November 20, 1995.                                                                                       
|         
|         
|         
|         
|10.30*    |  | Johanson Employment Agreement dated August 1, 1994.                                                                                           
|         
|         
|         
|         
|10.31*    |  | Johanson Non-Competition Agreement dated August 1, 1994.                                                                                      
|         
|         
|         
|         
|10.32**   |  | Taaffe Severance Agreement dated January 13, 1999.                                                                                            
|         
|         
|         
|         
|10.33**   |  | Taaffe Agreement and General Release dated January 13, 1999.                                                                                  
|         
|         
|         
|         
|10.34**   |  | Letter Waiver to Banque Nationale de Paris Credit Agreement dated August 28, 1998.                                                            
|         
|         
|         
|         
|10.35**   |  | Amendment No. 2 and Waiver to Banque Nationale de Paris Credit Agreement dated February 26, 1999.                                             
|         
|         
|         
|         
|10.36**   |  | Election to reduce Acquisition Commitment of Banque Nationale de Paris Credit Agreement dated March 5, 1999.                                  
|         
|         
|         
|         
|10.37***  |  | Amendment No. 3 to Banque Nationale de Paris Credit Agreement dated June 23, 1999.                                                            
|         
|         
|         
|         
|10.38**** |  | Amendment No. 4 to Banque Nationale de Paris Credit Agreement dated March 17, 2000.                                                           

-16-



---



|          |  |                                                                                                                                             
|--------- |  | --------------------------------------------------------------------------------------------------------------------------------------------
|         
|10.39**** |  | Amendment No. 1 to Stock Option Plan dated April 8, 1999.                                                                                   
|         
|         
|         
|         
|10.40**** |  | Amendment No. 2 to Stock Option Plan dated January 29, 2000.                                                                                
|         
|         
|         
|         
|10.41**** |  | Johanson Consulting Agreement dated February 1, 2000.                                                                                       
|         
|         
|         
|         
|10.42**** |  | Certificate of Designation, Preferences and Rights of the Series B
Preferred Stock of Iron Age Holdings Corporation dated December 29, 1999.
|         
|         
|         
|         
|27.1      |  | Financial Data Schedules.                                                                                                                   



---

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

(b) Reports on Form 8-K.

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

-17-



---



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 11, 2000

-18-