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                                                                 EXHIBIT 10.40

                    AMENDMENT NO. 2 TO 1997 STOCK OPTION PLAN


         The Iron Age Holdings Corporation 1997 Stock Option Plan, originally
effective February 26, 1997, and as amended by Amendment No. 1 effective April
8, 1999 (the "Plan"), is hereby further amended by this Amendment No. 2
effective as of January 29, 2000 as follows:

                  (1) Section 6(c)(1)(iv) of the Plan is amended to read in its
entirety as follows:

                           (iv) YEAR 2000 SERIES B OPTIONS

                                    (A) This clause (iv) shall apply solely to
                  the Basic B Options Shares subject to Vesting for the fiscal
                  year of the Company ending on the last Saturday in January,
                  2000 ("Year 2000 Options"). This clause (iv) shall be the
                  exclusive means of Vesting any of the Year 2000 Options and
                  shall apply notwithstanding anything to the contrary in
                  Section 6(c)(1)(ii)(A)(I).

                                    (B) With respect to the Year 2000 Options
                  (exclusive of such Options granted to the Chairman of the
                  Company (the "Chairman")), 50% of such Options for the fiscal
                  year ending the last Saturday in January, 2000 ("Fiscal Year
                  2000") shall Vest on the Release Date (as defined in Section
                  10) with respect to Fiscal Year 2000 without regard to the
                  amount of the Actual Earnings (as defined in Section 10) for
                  such fiscal year.

                                    If the Actual Earnings for the fiscal year
                  ending on the last Saturday in January, 2001 ("Fiscal Year
                  2001") equal or exceed the Target Earnings for Fiscal Year
                  2001 of $21,900,000, 50% (100% with respect to any such
                  Options granted to the Chairman) of the Year 2000 Options
                  shall Vest on the Release Date for Fiscal Year 2001 in
                  increments of one-fifth of such Option Shares for each 1% (or
                  portion thereof) by which Actual Earnings for Fiscal Year 2001
                  in excess of the Target Earnings for Fiscal Year 2001, when
                  added to Actual Earnings for Fiscal Year 2000, exceed 95% of
                  the Target Earnings for Fiscal Year 2000. In no event shall
                  such Year 2000 Options Vest with respect to all fiscal years
                  as to more than the aggregate of all Option Shares represented
                  by the Year 2000 Options.


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                  (2) A new paragraph is added to Section 5 of the Plan
following the fourth paragraph thereof:

                           In the event of a Sale Transaction (as defined
                  below), any Option Shares which have not been awarded to
                  participants as of the date of the Sale Transaction shall be
                  deemed awarded to participants (exclusive of the Chairman) on
                  a pro-rata basis calculated by dividing each such
                  participant's Option Shares (calculated separately for Basic B
                  Options Shares and Extra B Option Shares (as defined below))
                  (i) by the total number of Basic B Option Shares outstanding
                  at the time of the Sale Transaction (reduced by the number
                  then held by the Chairman), or (ii) by the total number of
                  Extra B Option Shares (reduced by the number then held by the
                  Chairman), whichever is applicable.



January 29, 2000


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