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                                                                  EXHIBIT 10.39

                    AMENDMENT NO. 1 TO 1997 STOCK OPTION PLAN


         The Iron Age Holdings Corporation 1997 Stock Option Plan ("Plan"),
originally effective February 26, 1997, is hereby amended effective April 8,
1999 by adding the following new clauses (iii) and (iv) to Section 6(c)(1) of
the Plan:

         (iii)    EXPIRED 1999 SERIES B OPTIONS

                  (A) This clause (iii) shall apply solely to the 1,131.63 Basic
B Options which expired under Section 6(c)(1)(ii)(A)(I) upon the Release Date
for the fiscal year of the Company ended on the last Saturday in January, 1999
("1999 Expired Options"). This clause (iii) shall be the exclusive means of
Vesting any of the 1999 Expired Options and shall apply notwithstanding anything
to the contrary in Section 6(c)(1)(ii)(A).

                  (B) The following proviso of Section 6(c)(1)(ii)(A)(I) shall
not apply to any of the 1999 Expired Options and none of the 1999 Expired
Options shall Vest in the Subsequent Year next succeeding the fiscal year ended
on the last Saturday in January 30, 1999 under the provisions thereof:

                  "and provided, further, that if the amount of Actual Earnings
                  for the fiscal year next succeeding such Shortfall Year (a
                  "Subsequent Year") equals or exceeds the sum of (x) the Target
                  Earnings for such Subsequent Year as set forth above plus (y)
                  the amount by which Target Earnings for such Shortfall Year as
                  set forth above exceeded Actual Earnings for such Shortfall
                  Year, the Annual Portion for such Shortfall Year shall, to the
                  extent not already Vested under the provisions of the first
                  proviso to this sentence, Vest at the Release Date for such
                  Subsequent Year."


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                  (C) With respect to 50% of the Option Shares represented by
the 1999 Expired Options (the "1999 Expired Option Shares"), such 1999 Expired
Options shall Vest solely upon a Sale Transaction as described in, and subject
to, the provisions of Sections 6(c)(1)(ii)(A)(II) and 6(c)(1)(ii)(A)(III) as to
the percentage of Expired 1999 Option Shares set forth in the following table:

                                                      PERCENT OF 1999
                   IRR                             EXPIRED OPTION SHARES
                   ---                             ---------------------

              Less than 23%                                  0%
          23% to less than 24%                              20%
          24% to less than 25%                              30%
          25% to less than 26%                              60%
          26% to less than 27%                              80%
               27% or more                                 100%

         (D) With respect to 50% of the 1999 Expired Option Shares, such 1999
Expired Options shall Vest solely upon a Sale Transaction as described in, and
subject to, the provisions of Section 6(c)(1)(ii)(B) as to the percentage of the
Expired 1999 Option Shares set forth in the following table:

                                                      PERCENT OF 1999
                   IRR                             EXPIRED OPTION SHARES
                   ---                             ---------------------

              Less than 31%                                  0%
          31% to less than 32%                              20%
          32% to less than 33%                              30%
          33% to less than 34%                              60%
          34% to less than 35%                              80%
               35% or more                                 100%


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(iv)     YEAR 2000 SERIES B OPTIONS

         (A) This clause (iv) will apply solely to the 1,131.63 Basic B Option
Shares which will be 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, such Options shall Vest on
the Release Date (as defined in Section 10) with respect to the fiscal year
ending on the last Saturday in January, 2000 ("Fiscal Year 2000") if the Actual
Earnings (as defined in Section 10) for such fiscal year shall equal or exceed
Target Earnings of $22,000,000.

         If the Actual Earnings for Fiscal Year 2000 fail to equal or exceed the
Target Earnings for Fiscal Year 2000, the Year 2000 Options shall expire on the
Release Date with respect to Fiscal Year 2000; provided, however, that if the
Actual Earnings for Fiscal Year 2000 exceed 95% of the Target Earnings for
Fiscal Year 2000, the Year 2000 Options shall Vest at the Release Date for
Fiscal Year 2000 in increments of one-fifth of the Option Shares represented by
the Year 2000 Options for each 1% (or portion thereof) of the Target Earnings
for Fiscal Year 2000 by which Actual Earnings for Fiscal Year 2000 exceed 95% of
the Target Earnings for Fiscal Year 2000; and provided, further, that if the
amount of Actual Earnings for the Subsequent Year next succeeding Fiscal Year
2000 equals or exceeds the sum of (x) the Target Earnings for such Subsequent
Year to be determined by the Board plus (y) the amount by which Target Earnings
for Fiscal Year 2000 exceeded Actual Earnings for Fiscal Year 2000, the Year
2000 Options shall, to the extent not already Vested under the provisions of the
first proviso to this sentence, Vest at the Release Date for such Subsequent
Year. 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.